EXHIBIT 4.1
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
[______________________],
as Master Servicer
and
[______________________],
as Special Servicer
and
[______________________],
as Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [___________], 200[_]
$[___________]
Commercial Mortgage Trust 200[_]-[___],
Commercial Mortgage Pass-Through Certificates,
Series 200[_]-[___]
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01
Defined Terms...............................................
Section 1.02
General Interpretive Principles.............................
Section 1.03
Certain Adjustments to the Principal
Distributions on the Certificates.........................
Section 1.04
Certain Calculations Relating to REO Loans..................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE
OF CERTIFICATES
Section 2.01
Creation of Trust; Conveyance of Mortgage Loans.............
Section 2.02
Acceptance of Trust Fund by Trustee.........................
Section 2.03
Repurchase of Mortgage Loans for Document Defects
and Breaches of Representations and Warranties............
Section 2.04
Representations,
Warranties and Covenants of the
Depositor.................................................
Section 2.05
Execution of Certificates; Issuance of
Uncertificated Lower-Tier Interests.......................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01
Administration of the Loans.................................
Section 3.02
Collection of Loan Payments.................................
Section 3.03
Collection of Taxes, Assessments and Similar
Items; Servicing Accounts; Reserve Accounts...............
Section 3.04
Pool Custodial Account, Defeasance Deposit
Account, Distribution Account, Interest Reserve
Account and Excess Liquidation Proceeds Account...........
Section 3.04A Loan
Group Custodial Account................................
Section 3.05
Permitted Withdrawals From the Pool Custodial
Account, the Distribution Account, the Interest
Reserve Account and the Excess Liquidation
Proceeds Account..........................................
Section 3.05A
Permitted Withdrawals From the Loan Group
Custodial Account.........................................
Section 3.06
Investment of Funds in the Servicing Accounts,
the Reserve Accounts, the Defeasance Deposit
Account, the Custodial Accounts and the REO
Accounts..................................................
Section 3.07
Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage; Environmental
Insurance.................................................
Section 3.08
Enforcement of Due-on-Sale and Due on Encumbrance
Provisions................................................
Section 3.09
Realization Upon Defaulted Loans; Required
Appraisals; Appraisal Reduction Calculation...............
Section 3.10
Trustee and Custodian to Cooperate; Release of
Mortgage Files............................................
Section 3.11
Servicing Compensation; Payment of Expenses.................
Section 3.12
Certain Matters Regarding Servicing Advances................
Section 3.13
Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports...................
Section 3.13A
Delivery of Certain Reports to the Companion Loan
Noteholders...............................................
Section 3.13B
Statements to the Companion Loan Noteholders................
Section 3.14
[Reserved]..................................................
Section 3.15
[Reserved]..................................................
Section 3.16 Access to
Certain Information...............................
Section 3.17
Title to REO Property; REO Accounts.........................
Section 3.18
Management of REO Property..................................
Section 3.19
Sale of Mortgage Loans and REO Properties...................
Section 3.20
Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the
Special Servicer's Right to Request the Master
Servicer to Make Servicing Advances.......................
Section 3.21
Modifications, Waivers, Amendments and Consents;
Defeasance................................................
Section 3.22
Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping..........................
Section 3.23
Sub-Servicing Agreements....................................
Section 3.24
Representations and Warranties of the Master
Servicer..................................................
Section 3.25
Representations and Warranties of the Special
Servicer..................................................
Section 3.26 Certain Matters
Regarding the Purchase of the
Loan Group Trust Mortgage Loans...........................
Section 3.27
Application of Default Charges..............................
Section 3.28
Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to
Specific Mortgage Loans...................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions...............................................
Section 4.02
Statements to Certificateholders; CMSA Loan
Periodic Update File......................................
Section 4.03
P&I
Advances................................................
Section 4.03A
P&I Advances on the Loan Group Trust Mortgage
Loans.....................................................
Section 4.04
Allocation of Realized Losses and Additional
Trust Fund Expenses.......................................
Section 4.05
Various Reinstatement Amounts...............................
Section 4.06
Calculations................................................
Section 4.07
Use of Agents...............................................
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.......................................
ARTICLE VI
THE DEPOSITOR,
THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
HOLDER
Section 6.01
Liability of Depositor, Master Servicer and
Special Servicer..........................................
Section 6.02
Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion
of Depositor, Master Servicer or Special
Servicer..................................................
Section 6.03
Limitation on Liability of Depositor, Master
Servicer and Special Servicer.............................
Section 6.04
Resignation of Master Servicer and the Special
Servicer..................................................
Section 6.05
Rights of Depositor, Trustee and the Companion
Loan Noteholders in Respect of the Master
Servicer and the Special Servicer.........................
Section 6.06
Depositor, Master Servicer and Special Servicer
to Cooperate with Trustee.................................
Section 6.07
Depositor, Special Servicer and Trustee to
Cooperate with Master Servicer............................
Section 6.08
Depositor, Master Servicer and Trustee to
Cooperate with Special Servicer...........................
Section 6.09
Termination and Designation of Special Servicer
by the Directing
Holder...................................
Section 6.10
Master Servicer or Special Servicer as Owner of a
Certificate...............................................
Section 6.11
Certain Powers of the Directing Holder......................
ARTICLE VII
DEFAULT
Section 7.01
Events of Default...........................................
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
Additional Remedies of Trustee Upon Event of
Default...................................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01
Duties of Trustee...........................................
Section 8.02
Certain Matters Affecting Trustee...........................
Section 8.03
Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.....................................
Section 8.04
Trustee May Own Certificates................................
Section 8.05
Fees and Expenses of Trustee; Indemnification of
and by Trustee............................................
Section 8.06
Eligibility Requirements for Trustee........................
Section 8.07
Resignation and Removal of Trustee..........................
Section 8.08
Successor Trustee...........................................
Section 8.09
Merger or Consolidation of Trustee..........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee...............
Section 8.11
Appointment of Custodians...................................
Section 8.12
Appointment of Authenticating Agents........................
Section 8.13
Appointment of Tax Administrators...........................
Section 8.14
Access to Certain Information...............................
Section 8.15
[Reserved]..................................................
Section 8.16
Representations and Warranties of Trustee...................
ARTICLE IX
TERMINATION
Section 9.01
Termination Upon Repurchase or Liquidation of All
Mortgage Loans............................................
Section 9.02
Additional Termination Requirements.........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01
REMIC Administration........................................
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..................................................
Section 11.14
Regulation AB Notices.......................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment...................................................
Section 12.02
Recordation of Agreement; Counterparts......................
Section 12.03
Limitation on Rights of Certificateholders and
the Companion Loan Noteholders............................
Section 12.04
Governing Law; Consent to Jurisdiction......................
Section 12.05
Notices.....................................................
Section 12.06
Severability of Provisions..................................
Section 12.07
Grant of a Security Interest................................
Section 12.08
[Reserved]..................................................
Section 12.09
Successors and Assigns; Beneficiaries.......................
Section 12.10
Article and Section Headings................................
Section 12.11
Notices to Rating Agencies..................................
Section 12.12
Global Opinions.............................................
Section 12.13
Complete Agreement..........................................
<PAGE>
SCHEDULES AND EXHIBITS
Schedule No.
Schedule
Description
------------
--------------------
I
Mortgage Loan Schedule
II
Schedule of Exceptions to Mortgage File Delivery
III
Environmentally Insured Mortgage Loans
IV
Class XP Reference Rate Schedule
V
Schedule of Initial Directing Holder For Each Loan Group
VI
Supplemental Servicer Schedule
VII
Primary Serviced Loans
VIII
Class A-AB Planned Principal Balance Schedule
IX
Broker Strip Loans
X
Special Servicer Earnout/Holdback Mortgage Loans
Exhibit
No. Exhibit
Description
-----------
-------------------
A-1
Form of Class [A-1] [A-2] Certificate
A-2
Form of Class [XP] [XC] Certificate
A-3
Form of Class [A-3] [A-4-1] [A-4-2] [A-AB] [A-5] [A-M]
Certificate
A-4
Form of Class [A-J] Certificate
A-5
Form of Class [B] [C] [D] [E] Certificate
A-6
Form of Class [F] [G] [H] Certificates
A-7
Form of Class [J] [K] [L] [M] [N] [O] [P] Certificate
A-8
Form of Class [R-I] [R-II] Certificate
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Form of Loan Payoff Notification Report
F-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of
Definitive Non-Registered Certificates
F-2B
Form II of Transferee Certificate for Transfers of
Definitive Non-Registered Certificates
F-2C
Form of Transferee Certificate for Transfers of Interests
in Rule 144A
Global Certificates
F-2D
Form of Transferee Certificate for Transfers of Interests
in Regulation S Global Certificates
G
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered
Certificates)
H-1
Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and Acknowledgment
I-2
Form of Acknowledgment of Proposed Special Servicer
J
Reserved
K
Sub-Servicers in respect of which Sub-Servicing Agreements
are in effect or being negotiated as of the Closing Date
L
Form of Defeasance Certification
M
Form of Sarbanes-Oxley Certification
N-1
Form of Certification to be Provided to Depositor by the
Trustee
N-2
Form of Certification to be Provided to Depositor by the
Master Servicer
N-3
Form of Certification to be Provided to Depositor by the
Special Servicer
O
Servicing Criteria to be Addressed in Assessment of
Compliance
P
Additional Form 10-D Disclosure
Q
Additional Form 10-K Disclosure
R
Form 8-K Disclosure
S
Form of Additional Disclosure Information
T
Servicing and Subservicing Agreements
U
Form Certification to be Provided with Form 10-K
<PAGE>
This
Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of [__________], 200[_], among GREENWICH CAPITAL
COMMERCIAL FUNDING
CORP., as Depositor, [____________________], as Master
Servicer,
[____________________], as Special Servicer and
[____________________], as
Trustee.
PRELIMINARY STATEMENT:
The
Depositor intends to sell the Certificates, which are to be
issued
hereunder in multiple Classes and which in the aggregate will
evidence the
entire beneficial ownership interest in the Trust Fund.
CERTIFICATES
Approx.
Original Class
Initial
Principal Balance
Class
Pass-Through Rate (or Notional
Amount)
Original Rating
Designation
(per annum)
at Initial Issuance
S&P/Moody's(1)
-----------
-----------
-------------------
--------------
Class A-1
%
$
Class A-2
%
$
Class A-3
%
$
Class A-4-1
%
$
Class A-4-2
%
$
Class A-AB
%
$
Class A-5
%
$
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 O
%
$
Class P
%
$
Class XP
%
$
Class XC
%
$
Class R-I
%
$
Class R-II
%
$
------------------
(1) "NR"
indicates that the Class of Certificates has not been rated by
the
applicable
Rating Agency.
(2) The
Pass-Through Rates for the Class XP and Class XC Certificates will
be
a variable
rate per annum as set forth herein.
(3) The Class XP
and Class XC Certificates will not have a Class Principal
Balance
and will not entitle their Holders to receive distributions of
principal.
The Class XP and Class XC Certificates will each have a
Notional
Amount as set forth herein.
(4) The Class
R-I Certificates and Class R-II Certificates do not have a
Class
Principal
Balance or Notional Amount, do not bear interest and will not
be
entitled
to distributions of Net Prepayment Consideration. Any Available
Distribution Amount remaining in the Lower-Tier Distribution
Account after
distributing the Lower-Tier Distribution Amount and Net
Prepayment
Consideration shall be distributed to the Holders of the Class
R-I
Certificates (but only to the extent of the Available Distribution
Amount
for such
Distribution Date, if any, remaining in the Lower-Tier
Distribution Account). 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-II Certificates.
As
provided herein, the Trustee will elect to treat the segregated
pool of
assets consisting of all of the Mortgage Loans and certain other
related assets
subject to this Agreement as a REMIC for federal income tax
purposes, and such
segregated pool of assets will be designated as the "Lower-Tier
REMIC." The
Class R-I Certificates will represent the sole class of "residual
interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under
federal income
tax law.
As
provided herein, the Trustee will elect to treat the segregated
pool of
assets consisting of the Uncertificated Lower-Tier Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as the "Upper-Tier REMIC." The Class R-II Certificates
will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for
purposes of
the REMIC Provisions under federal income tax law. For federal
income tax
purposes, each Class of the Regular Interest Certificates will be
designated as
a separate "regular interest" in the Upper-Tier REMIC for purposes
of the REMIC
Provisions under federal income tax law.
The
following table sets forth the Class or Component designation,
the
corresponding Uncertificated Lower-Tier Interest (the
"Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components
of the Class
X Certificates (the "Corresponding Components"), if any, and the
Original Class
Principal Balance for each Class of Principal Balance Certificates
(the
"Corresponding Certificates").
<TABLE>
<CAPTION>
Corresponding
Corresponding
Uncertificated
Components of
Corresponding Original
Class
Lower-Tier
Original Lower-Tier
Class X
Certificates Principal
Balance
Interests(1)
Principal Amount
Certificates(1)
------------
-----------------
------------
----------------
---------------
<S>
<C>
<C>
<C>
<C>
Class A-1
LA-1-1
X-A-1-1
LA-1-2
X-A-1-2
LA-1-3
X-A-1-3
Class A-2
LA-2-1
X-A-2-1
LA-2-2
X-A-2-2
LA-2-3
X-A-2-3
LA-2-4
X-A-2-4
LA-2-5
X-A-2-5
LA-2-6
X-A-2-6
LA-2-7
X-A-2-7
Class A-3
LA-3
X-A-3
Class A-4-1
LA-4-1
X-A-4-1
Class A-4-2
LA-4-2-1
X-A-4-2-1
LA-4-2-2
X-A-4-2-2
Class A-AB
LA-AB-1
X-A-AB-1
LA-AB-2
X-A-AB-2
LA-AB-3
X-A-AB-3
Class A-5
LA-5-1
X-A-5-1
LA-5-2
X-A-5-2
LA-5-3
X-A-5-3
Class A-M
LA-M
X-A-M
Class A-J
LA-J
X-A-J
Class B
LB
X-B
Class C
LC
X-C
Class D
LD-1
X-D-1
LD-2
X-D-2
LD-3
X-D-3
LD-4
X-D-4
LD-5
X-D-5
Class E
LE-1
X-E-1
LE-2
X-E-2
Class F
LF-1
X-F-1
LF-2
X-F-2
Class G
LG-1
X-G-1
LG-2
X-G-2
Class H
LH-1
X-H-1
LH-2
X-H-2
LH-3
X-H-3
Class J
LJ
X-J
Class K
LK-1
X-K-1
LK-2
X-K-2
Class L
LL
X-L
Class M
LM
X-M
Class N
LN
X-N
Class O
LO
X-O
Class P
LP
X-P
</TABLE>
------------------
(1) The Uncertificated
Lower-Tier Interest and the Components of the Class X
Certificates that correspond to any particular Class of Principal
Balance
Certificates also correspond to each other and, accordingly,
constitute the
"Corresponding Uncertificated Lower-Tier Interest" and the
"Corresponding
Components," respectively, with respect to each other.
The initial aggregate principal balance of the Uncertificated
Lower-Tier
Interests will be $[__________].
There are [___] Mortgage Loans included in the Trust Fund (as
identified
in the table below) that are each part of a split loan structure,
and are each
secured by the same Mortgage that also secures another mortgage
loan or loans in
that split loan structure.
Each split loan structure, including all of the related notes that
are
secured by the same Mortgage, is referred to herein as a "Loan
Group." Each Loan
Group consists of (1) one or more "Loan Group Trust Mortgage
Loans," which is
the portion of the Loan Group that is included as an asset of the
Trust Fund and
(2) one or more "Companion Loans," which is the portion of the Loan
Group that
is not included as an asset of the Trust Fund. Each Companion Loan
may be
classified as either (1) a "Pari Passu Companion Loan," which is a
Companion
Loan that is pari passu in right of payment with the related Loan
Group Trust
Mortgage Loan in the same Loan Group or (2) a "Subordinate
Companion Loan,"
which is a Companion Loan that is subordinate in right of payment
to the related
Loan Group Trust Mortgage Loan in the same Loan Group. A Loan Group
may contain
both Pari Passu Companion Loans and Subordinate Companion Loans.
The term
"Mortgage Loan" as used in this Agreement will include the Loan
Group Trust
Mortgage Loans.
The following table identifies the Loan Groups and their related
Loan
Group Trust Mortgage Loans and Companion Loans:
<TABLE>
<CAPTION>
Trust
Mortgage
Loan as
a % of
Initial Aggregate
Controlling
Trust
Mortgage Non-Trust
Non-Trust
Non-Trust Pooling
& Initial
Initial
Mortgage Pool
Mortgage
B Note Pari Passu
Servicing
Master
Special
Mortgage Loan
Loan
Balance Balance
Loan
Balance Balance
Loan
Balance
Agreement(1)
Servicer(2)
Servicer(3)
-------------
------------
-------
------------ -------
------------
------------
-----------
-----------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
[________________]
200[_]-[___]
</TABLE>
---------------
(1) 200[_]-[___] refers to the pooling and servicing agreement for
this
transaction. 200[_]-[___] refers to the pooling and servicing
agreement
entered
into in connection with the [_________________], as depositor,
Commercial
Mortgage Pass-Through Certificates Series 200[_]-[___].
200[_]-[___] refers to the pooling and servicing agreement entered
into in
connection with the
[_________________], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___].
(2) [__________] refers to [_________________]. [__________] refers
to
[_________________].
(3) [__________] refers to [_________________]. [__________] refers
to
[_________________].
[_________________]. The Loan Group secured by a Mortgage on
the
property known as [_________________] (the "[ ] Loan Group"),
consists of two
Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal amount of $[___________] as of the date hereof (the "[ ]
Trust
Loan"); and
(b) one Pari Passu Companion Loan in the outstanding principal
amount of $[___________] as of the date hereof (the "[ ] Pari
Passu
Companion Loan").
[_________________]. The Loan Group secured by a Mortgage on
the
property known as [_________________] (the "[ ] Loan Group"),
consists of three
Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal amount of $[___________] as of the date hereof (the "[ ]
Trust
Loan");
(b) one Pari Passu Companion Loan in outstanding principal
amount
of $[___________] as of the date hereof (the "[ ] Pari Passu
Companion
Loan"); and
(c) one Subordinate Companion Loan in the outstanding principal
amount of $[___________] as of the date hereof (the "[ ]
Subordinate
Companion Loan").
[_________________]. The Loan Group secured by a Mortgage on
the
property known as [_________________] (the "[ ] Loan Group"),
consists of two
Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal amount of $[___________] as of the date hereof (the "[ ]
Trust
Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $[___________] as of the date hereof (the "[ ]
Subordinate
Companion Loan").
The relative rights of each holder of a Loan Group Trust Mortgage
Loan
and the related Companion Loans are set forth in a co-lender or
other similar
agreement (each a "Co-Lender Agreement") among the holders of each
of the Loans
in the Loan Group. Pursuant to each Co-Lender Agreement, the Loan
Groups are to
be serviced and administered in accordance with this Agreement,
other than the
[_________________] Loan Group and the [_________________] Loan
Group (the
"Non-Serviced Loan Groups"), by the Master Servicer and the Special
Servicer
hereunder.
The [_________________] Loan Group, including the
[_________________]
Trust Loan, will be serviced and administered in accordance with
the pooling and
servicing agreement (the "200[_]-[___] PSA") dated [_________],
200[_], by and
among [_________________], as depositor (the "200[_]-[___]
Depositor"),
[_________________], as master servicer (the "200[_]-[___] Master
Servicer"),
[_________________], as special servicer (the "200[_]-[___] Special
Servicer")
and [_________________], as trustee (the "2004-GG2 Trustee"),
pursuant to which
the [_________________], Commercial Mortgage Pass Through
Certificates, Series
200[_]-[___] were issued.
The [_________________] Loan Group, including the
[_________________]
Trust Loan, will be serviced and administered in accordance with
the pooling and
servicing agreement (the "200[_]-[___] PSA") dated as of
[__________], 200[_],
by and among [_________________], as depositor (the "200[_]-[___]
Depositor"),
[_________________], as master servicer (the "200[_]-[___] Master
Servicer"),
[_________________], as special servicer (the "200[_]-[___] Special
Servicer")
and [_________________], as trustee (the "200[_]-[___] Trustee"),
pursuant to
which the [_________________], Commercial Mortgage Pass Through
Certificates,
Series 200[_]-[___] were issued.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee hereby
agree, in each case, as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement,
unless the context otherwise requires:
"10-K Filing Deadline" has the meaning set forth in Section
11.05.
"200[_]-[___] Depositor" shall have the meaning assigned thereto in
the
Preliminary Statement.
"200[_]-[___] Master Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"200[_]-[___] PSA" shall have the meaning assigned thereto in
the
Preliminary Statement.
"200[_]-[___] Special Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"200[_]-[___] Trustee" shall have the meaning assigned thereto in
the
Preliminary Statement.
"Acceptable Insurance Default" shall mean, with respect to any
Serviced
Loan, any default under the related Loan documents resulting from
(a) the
exclusion of acts of terrorism from coverage under the related all
risk casualty
insurance policy maintained on the subject Mortgaged Property and
(b) the
related Mortgagor's failure to obtain insurance that specifically
covers acts of
terrorism, but only if the Special Servicer has determined, in
accordance with
the Servicing Standard, that either (i) such insurance is not
available at
commercially reasonable rates and the subject hazards are not
commonly insured
against by prudent owners of similar real properties in similar
locales (but
only by reference to such insurance that has been obtained by such
owners at
current market rates), or (ii) such insurance is not available at
any rate.
Subject to the Servicing Standard, in making any of the
determinations required
in subclause (i) or (ii) of this definition, the Special Servicer
shall be
entitled to rely on the opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time
to time with respect to any Class of Regular Interest Certificates,
the amount
of which interest shall equal: (a) in the case of any Class of
Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the
product of (i)
the Pass-Through Rate applicable to such Class of Certificates for
such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of
Certificates outstanding immediately prior to the related
Distribution Date; and
(b) in the case of each Class of the Class X Certificates for any
Interest
Accrual Period, the sum of the Accrued Component Interest for all
of the
Components of such Class for such Distribution Date.
"Accrued Component Interest" shall mean, with respect to each
Component
of the Class XP and Class XC Certificates for any Distribution
Date, one-twelfth
of the product of (i) the Class XP Strip Rate or Class XC Strip
Rate applicable
to such Component for such Distribution Date, and (ii) the
Component Notional
Amount of such Component outstanding immediately prior to such
Distribution
Date.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property is considered to be acquired
by the Trust
Fund within the meaning of Treasury Regulations Section
1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the
owner of such
REO Property for federal income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the
basis of the actual number of days elapsed during any interest
accrual period in
a year assumed to consist of 360 days.
"Additional Disclosure Notification" shall mean the form of
notification
to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached
hereto as
Exhibit S.
"Additional Form
10-D Disclosure" has the meaning set forth in Section
11.04.
"Additional Form 10-K Disclosure" has the meaning set forth in
Section
11.05.
"Additional Information" shall have the meaning assigned thereto
in
Section 4.02(a).
"Additional Principal Distribution Amount" shall mean, with respect
to
any Distribution Date, the aggregate of the Recovered Amounts
included in, and
added to the Principal Distribution Amount for such Distribution
Date for
purposes of calculating, the Adjusted Principal Distribution Amount
for such
Distribution Date, pursuant to Section 1.03(c).
"Additional Servicer" shall mean, 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 or the
Trustee, who
Services 10% or more of the Mortgage Loans by unpaid balance
calculated in
accordance with the provisions of Regulation AB.
"Additional Trust Fund Expense" shall mean any expense incurred
with
respect to the Trust Fund (excluding any Unliquidated Advance) and
not otherwise
included in the calculation of a Realized Loss that would result in
the Holders
of Regular Interest Certificates receiving less than the full
amount of
principal and/or Distributable Certificate Interest to which they
are entitled
on any Distribution Date. Amounts paid as Additional Trust Fund
Expenses shall
be paid out of funds on deposit in the Custodial Account or the
Distribution
Account.
"Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution
Amount for such
Distribution Date, plus all amounts added to such Principal
Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all
amounts
subtracted from such Principal Distribution Amount pursuant to
Section 1.03(b)
for such Distribution Date.
"Administrative Cost Rate" shall mean, with respect to each
Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), the
rate per
annum specified as the "Administrative Cost Rate" on the Mortgage
Loan Schedule,
which, for each such other Mortgage Loan (or successor REO Mortgage
Loan) is
equal to the sum of the related Master Servicing Fee Rate, the
Trustee Fee Rate
and, in the case of a Non-Serviced Trust Loan, the "servicing fee
rate" payable
to the applicable Lead Master Servicer under the applicable Lead
PSA.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Rating Event" shall mean, (i) when used with respect to
any
Class of Certificates, as of any date of determination, the
qualification,
downgrade or withdrawal of any rating then assigned to such Class
of
Certificates by any Rating Agency and (ii) when used with respect
to any
Companion Loan Securities, as of any date of determination the
qualification,
downgrade or withdrawal of any rating then assigned by any Rating
Agency to such
Companion Loan Securities (but only if such Companion Loan
Securities were
issued in connection with the inclusion of a Serviced Pari Passu
Companion Loan
into a trust as part of a securitization).
"Adverse REMIC Event" shall have the meaning assigned thereto in
Section
10.01(i).
"Affiliate" shall mean, with respect to any specified Person, any
other
Person controlling or controlled by or under common control with
such specified
Person. For the purposes of this definition, "control," when used
with respect
to any specified Person, means the power to direct the management
and policies
of such Person, directly or indirectly, whether through the
ownership of voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement,
together
with all amendments hereof and supplements hereto.
"Appraisal" shall mean an appraisal or update thereof prepared by
an
Independent Appraiser.
"Appraisal Reduction Amount" shall mean, with respect to any
Required
Appraisal Loan, an amount (calculated initially as of the
Determination Date
immediately following the later of the date on which the subject
Mortgage Loan
or Loan Group became a Required Appraisal Loan and the date on
which the
applicable Required Appraisal was obtained) equal to the excess, if
any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance
of such
Required Appraisal Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer or the Trustee, all unpaid interest
on such
Required Appraisal Loan through the most recent Due Date prior to
the date of
calculation (exclusive of any portion thereof that represents
Default Interest),
(iii) all accrued and unpaid Special Servicing Fees, Liquidation
Fees and
Workout Fees in respect of such Required Appraisal Loan, (iv) all
related
unreimbursed Advances (which shall include, without duplication,
(1) any
Advances as to which the advancing party was reimbursed from a
source other than
the related Mortgagor and (2) any Unliquidated Advances) made by or
on behalf of
(plus all accrued interest on such Advances payable to) the Master
Servicer, the
Special Servicer and the Trustee with respect to such Required
Appraisal Loan,
(v) any other unpaid Additional Trust Fund Expenses in respect of
such Required
Appraisal Loan, and (vi) all currently due and unpaid real estate
taxes and
assessments, insurance premiums and, if applicable, ground rents,
and any
unfunded improvement or other applicable reserves, in respect of
the related
Mortgaged Property or REO Property, as the case may be (in each
case, net of any
amounts escrowed with the Master Servicer or the Special Servicer
for such
items); over (b) the Required Appraisal Value. Notwithstanding the
foregoing, if
(i) any Mortgage Loan or Loan Group becomes a Required Appraisal
Loan, (ii)
either (A) no Required Appraisal or update thereof has been
obtained or
conducted, as applicable, in accordance with Section 3.09(a), with
respect to
the related Mortgaged Property during the 12-month period prior to
the date such
Mortgage Loan or Loan Group became a Required Appraisal Loan or (B)
there shall
have occurred since the date of the most recent Required Appraisal
or update
thereof a material change in the circumstances surrounding the
related Mortgaged
Property that would, in the Special Servicer's reasonable judgment,
materially
affect the value of the related Mortgaged Property, and (iii) no
new Required
Appraisal is obtained or conducted, as applicable, in accordance
with Section
3.09(a), within 60 days after such Mortgage Loan or Loan Group
became a Required
Appraisal Loan, then (x) until such new Required Appraisal is
obtained or
conducted, as applicable, in accordance with Section 3.09(a), the
Appraisal
Reduction Amount shall equal 25% of the Stated Principal Balance of
such
Required Appraisal Loan, and (y) upon receipt or performance, as
applicable, in
accordance with Section 3.09(a), of such Required Appraisal or
update thereof by
the Special Servicer, the Appraisal Reduction Amount for such
Required Appraisal
Loan shall be recalculated in accordance with the preceding
sentence of this
definition. For purposes of this definition, each Required
Appraisal Loan that
is part of a Cross-Collateralized Group shall be treated separately
for the
purposes of calculating any Appraisal Reduction Amount.
Notwithstanding the foregoing, Appraisal Reduction Amount shall
mean,
with respect to a Non-Serviced Trust Loan, the amount calculated by
the
applicable Lead Special Servicer or Lead Master Servicer, as
applicable, in
accordance with and pursuant to the terms of the related Lead
PSA.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or
REO Property, the appraised value thereof based upon the most
recent appraisal
or update thereof prepared by an Independent Appraiser that is
contained in the
related Servicing File or, in the case of any such property with or
that had, as
the case may be, an allocated loan amount of, or securing a Loan or
relating to
an REO Loan, as the case may be, with a Stated Principal Balance
of, less than
$2,000,000, either (a) the most recent appraisal or update thereof
that is
contained in the related Servicing File or (b) the most recent
"desktop" value
estimate performed by the Special Servicer that is contained in the
related
Servicing File or with respect to any Non-Serviced Trust Loan, the
appraisal
value as calculated pursuant to the Lead PSA.
"Assignment of Leases" shall mean, with respect to any
Mortgaged
Property, any assignment of leases, rents and profits or similar
document or
instrument executed by the Mortgagor in connection with the
origination of the
related Loan.
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon
Mortgage Loan (or Serviced Companion Loans) delinquent in respect
of its Balloon
Payment, for each Due Date coinciding with or following its Stated
Maturity Date
as of which such Mortgage Loan remains outstanding and part of the
Trust Fund,
or, in the case of the Serviced Companion Loans, the related
Mortgage Loans
remain part of the Trust Fund (provided that such Loan was not paid
in full, and
no other Liquidation Event occurred in respect thereof, before the
end of the
Collection Period in which the related Stated Maturity Date
occurs), the
scheduled monthly payment of principal and/or interest deemed to be
due in
respect of such Loan on such Due Date equal to the amount that
would have been
due in respect thereof on such Due Date if such Loan had been
required to
continue to accrue interest (other than Default Interest) in
accordance with its
terms, and to pay principal in accordance with the amortization
schedule (if
any) in effect immediately prior to, and without regard to the
occurrence of,
the related Stated Maturity Date; (b) with respect to any REO Loan,
for any Due
Date as of which the related REO Property remains part of the Trust
Fund, or the
scheduled monthly payment of principal and/or interest deemed to be
due in
respect thereof on such Due Date equal to the Monthly Payment (or,
in the case
of a Balloon Loan described in clause (a) of this definition, the
Assumed
Monthly Payment) that was due (or deemed due) in respect of the
related Loan on
the last Due Date prior to its becoming an REO Loan.
"ASTM" shall mean the American Society for Testing and
Materials.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without
duplication, of the
following amounts (i) the aggregate amount of all payments and
other collections
on or with respect to the Mortgage Loans and any REO Properties
(including, with
respect to the Non-Serviced Trust Loans, payment remitted by the
applicable Lead
Master Servicer that (A) were Received as of the end of the related
Collection
Period (or, in the case of the Non-Serviced Trust Loans as of 12:00
noon (New
York City time) on the Master Servicer Remittance Date) and (B) are
on deposit
in the Distribution Account as of 12:00 noon (New York City time)
on such
Distribution Date, (ii) the aggregate amount of any P&I
Advances made by the
Master Servicer or the Trustee for distribution on the Certificates
on such
Distribution Date pursuant to Section 4.03 and Section 4.03A, (iii)
the
aggregate amount deposited by the Master Servicer in the
Distribution Account
for such Distribution Date pursuant to Section 3.20(a) in
connection with
Prepayment Interest Shortfalls, (iv) to the extent not included in
clause (a)(i)
of this definition, the aggregate amount transferred from the
Excess Liquidation
Proceeds Account to the Distribution Account pursuant to Section
3.05(d) in
respect of such Distribution Date and (v) to the extent not
included in the
amount described in clause (a)(i) of this definition, if such
Distribution Date
occurs during March 2006 or any year thereafter, the aggregate of
the Interest
Reserve Amounts transferred from the Interest Reserve Account to
the
Distribution Account in respect of the Interest Reserve Mortgage
Loans and any
Interest Reserve REO Mortgage Loans for distribution on such
Distribution Date;
net of (b) the portion of the aggregate amount described in clause
(a) of this
definition that represents one or more of the following: (i)
Monthly Payments
that are due on a Due Date following the end of the related
Collection Period,
(ii) any amounts payable or reimbursable to any Person from the
Distribution
Account pursuant to clauses (ii) through (vii) of Section 3.05(b),
(iii)
Prepayment Premiums and/or Yield Maintenance Charges, (iv) if such
Distribution
Date occurs during January of any year that is not a leap year or
during
February of any year, the Interest Reserve Amounts with respect to
the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
to be
withdrawn from the Distribution Account and deposited into the
Interest Reserve
Account in respect of such Distribution Date and held for future
distribution,
all pursuant to Section 3.04(c), and (v) amounts deposited in the
Distribution
Account in error; provided that clauses (b)(i), (b)(iii) and
(b)(iv) of this
definition shall not apply on the Final Distribution Date.
"Balloon Loan" shall mean any Loan that by its original terms or
by
virtue of any modification entered into as of the Closing Date
provides for an
amortization schedule extending beyond its Stated Maturity Date and
as to which,
in accordance with such terms, the payment due on its Stated
Maturity Date is
significantly larger than the Monthly Payment due on the Due Date
preceding its
Stated Maturity Date.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that is a
Balloon
Loan.
"Balloon Payment" shall mean, with respect to any Balloon Loan as
of any
date of determination, the payment, other than any regularly
scheduled monthly
payment, due with respect to such Loan at maturity.
"Bid
Allocation" shall mean, with respect to the Master Servicer or
any
Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with
such bid and
the transfer of servicing), multiplied by a fraction equal to (a)
the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the
case may be, as
of such date of determination, over (b) the aggregate of the
Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of
such date of
determination.
"Book-Entry Certificate" shall mean any Certificate registered in
the
name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Broker" shall mean the entity set forth in Schedule IX with
respect to
each Broker Strip Loan.
"Broker Strip" shall mean the per annum rate set forth on Schedule
IX
with respect to each Broker Strip Loan.
"Broker Strip Fee" shall mean with respect to each Broker, as of
any
date of determination, the aggregate of the products obtained by
multiplying,
for each Broker Strip Loan, (i) the principal balance of such
Broker Strip Loan
as of the end of the immediately preceding Collection Period and
(ii) 1/12 of
the related Broker Strip for such Broker Strip Loan.
"Broker Strip Loans" shall mean each Mortgage Loan listed on
Schedule IX
hereto.
"Business Day" shall mean any day other than a Saturday, a Sunday
or a
day on which banking institutions in New York, New York, or in any
of the cities
in which the Corporate Trust Office of the Trustee, the Primary
Servicing Office
of the Master Servicer, any Lead Master Servicer, the Primary
Servicer or the
Special Servicer are located, are authorized or obligated by law or
executive
order to remain closed.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate Factor" shall mean, with respect to any Class of
Regular
Interest Certificates, as of any date of determination, a fraction,
expressed as
a decimal carried to at least six places, the numerator of which is
the then
current Class Principal Balance or Notional Amount, as the case may
be, of such
Class of Regular Interest Certificates, and the denominator of
which is the
Original Class Principal Balance or initial Notional Amount, as the
case may be,
of such Class of Regular Interest Certificates.
"Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate as
reflected on the books of the Depository or on the books of a
Depository
Participant or on the books of an indirect participating brokerage
firm for
which a Depository Participant acts as agent.
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to
Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to
Section 5.02.
"Certificateholder" shall mean the Person in whose name a
Certificate is
registered in the Certificate Register, except that: (i) neither a
Disqualified
Organization nor a Disqualified Non-United States Tax Person shall
be Holder of
a Residual Interest Certificate for any purpose hereof; and (ii)
solely for the
purposes of giving any consent, approval or waiver pursuant to this
Agreement
that relates to the rights and/or obligations of any of the
Depositor, the
Master Servicer, the Special Servicer or the Trustee in its
respective capacity
as such, any Certificate registered in the name of the Depositor,
the Master
Servicer, the Special Servicer or the Trustee, as the case may be,
or any
Certificate registered in the name of any of its Affiliates, shall
be deemed not
to be outstanding, and the Voting Rights to which it is entitled
shall not be
taken into account in determining whether the requisite percentage
of Voting
Rights necessary to effect any such consent, approval or waiver
that relates to
it has been obtained. The Certificate Registrar shall be entitled
to request and
rely upon a certificate of the Depositor, the Master Servicer or
the Special
Servicer in determining whether a Certificate is registered in the
name of an
Affiliate of such Person. All references herein to
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and the Depository Participants,
except as
otherwise specified herein; provided, however, that the parties
hereto shall be
required to recognize as a "Certificateholder" only the Person in
whose name a
Certificate is registered in the Certificate Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution
Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff
Notification Report and the CMSA Investor Reporting Package.
"Certificates" shall mean any of the Class A-1, Class A-2, Class
A-3,
Class A-4-1, Class A-4-2, Class A-AB, Class A-5, Class A-M, Class
A-J, Class XP,
Class XC, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class R-I
or Class R-II
Certificates, as applicable.
"Certification Parties" as defined in Section 11.06.
"Certifying Person" as defined in Section 11.06.
"Certifying Servicer" as defined in Section 11.09.
"Class" shall mean, collectively, all of the Certificates bearing
the
same alphabetical and, if applicable, numerical class
designation.
"Class A Certificates" shall mean the Class A-1, Class A-2, Class
A-3,
Class A-4-1, Class A-4-2, Class A-AB and Class A-5
Certificates.
"Class A-1 Certificate" shall mean any one of the Certificates with
a
"Class A-1" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Certificate" shall mean any one of the Certificates with
a
"Class A-2" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates with
a
"Class A-3" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-4-1 Certificate" shall mean any one of the Certificates
with a
"Class A-4" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-4-2 Certificate" shall mean any one of the Certificates
with a
"Class A-4" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-5 Certificate" shall mean any one of the Certificates with
a
"Class A-5" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with a
"Class A-AB" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-AB Planned Principal Balance": The planned principal
balance
set forth on Schedule VIII hereto relating to principal payments
for the Class
A-AB Certificates.
"Class A-J Certificate" shall mean any one of the Certificates with
a
"Class A-J" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-M Certificate" shall mean any one of the Certificates with
a
"Class A-M" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Certificate" shall mean any one of the Certificates with
a
"Class B" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class C Certificate" shall mean any one of the Certificates with
a
"Class C" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class D Certificate" shall mean any one of the Certificates with
a
"Class D" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with
a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with
a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with
a
"Class G" designation on the face thereof, substantially in the
form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class
H" designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class J Certificate" shall mean any one of the Certificates with
a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class K Certificate" shall mean any of the Certificates with a
"Class
K" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class
L" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class LA-1-1 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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
Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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-2-7 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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-4-2-1 Interest" shall mean a 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-4-2-2 Interest" shall mean a 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-AB-1 Interest" shall mean a 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-AB-2 Interest" shall mean a 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-AB-3 Interest" shall mean a 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-5-1 Interest" shall mean a 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-5-2 Interest" shall mean a 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-5-3 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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-4 Interest" shall mean a 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-5 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 Interest" shall mean a 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 LO Interest" shall mean a 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 Interest" shall mean a 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 M Certificate" shall mean any of the Certificates with a
"Class
M" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class
N" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class O Certificate" shall mean any of the Certificates with a
"Class
O" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class P Certificate" shall mean any of the Certificates with a
"Class
P" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular
interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance of
any Class of Principal Balance Certificates outstanding as of any
date of
determination. As of the Closing Date, the Class Principal Balance
of each Class
of Principal Balance Certificates shall equal the Original Class
Principal
Balance thereof. On each Distribution Date, the Class Principal
Balance of each
Class of Principal Balance Certificates shall be permanently
reduced by the
amount of any distributions of principal made thereon on such
Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be
further
permanently reduced (subject to Section 4.05) by the amount of any
Realized
Losses and Additional Trust Fund Expenses deemed allocated thereto
on such
Distribution Date pursuant to Section 4.04(a). On each Distribution
Date, the
Class Principal Balance of each Class of Principal Balance
Certificates shall be
increased by the related Class Principal Reinstatement Amount, if
any, for such
Distribution Date.
"Class Principal Reinstatement Amount" shall have the meaning
assigned
thereto in Section 4.05(a).
"Class R-I Certificate" shall mean any one of the Certificates with
a
"Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class R-II Certificate" shall mean any one of the Certificates
with a
"Class R-II" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class X Certificates" shall mean the Class XP Certificates and
the
Class XC Certificates.
"Class XC Certificate" shall mean any one of the Certificates with
a
"Class XC" designation on the face thereof, substantially in the
form of Exhibit
A-2 attached hereto, and evidencing the Components and a portion of
a class of
"regular interests" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class XC Notional Amount" shall mean, with respect to the Class
XC
Certificates and any date of determination, the sum of the then
Component
Notional Amounts of all of the Components.
"Class XC Strip Rate" shall mean, with respect to (A) any Class
of
Components (other than the Class XP Components) 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
Corresponding
Certificates and (B) the Class XP Components (i) for any
Distribution Date
occurring on or before the related Class XP Component Crossover
Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
(y) the sum
of the Pass-Through Rate for the Corresponding Certificates for
such
Distribution Date and the Class XP Strip Rate for such Component
for such
Distribution Date, and (ii) for any Distribution Date occurring
after the
related Class XP Component Crossover 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 Corresponding Certificates. In no event
shall any
Class XC Strip Rate be less than zero.
"Class XP Certificate" shall mean any one of the Certificates with
a
"Class XP" designation on the face thereof, substantially in the
form of Exhibit
A-2 attached hereto, and evidencing the Class XP Components and a
portion of a
class of "regular interests" in the Upper-Tier REMIC for purposes
of the REMIC
Provisions.
"Class XP Component Crossover Date" shall mean (i) with respect
to
Component X-A-1-2, the Distribution Date occurring in [________]
20[__], (ii)
with respect to Component X-A-1-3 and Component A-2-1, the
Distribution Date
occurring in [________] 20[__], (iii) with respect to Component
X-A-2-2,
Component X-K-1 and Component X-L, the Distribution Date occurring
in [________]
20[__], (iv) with respect to Component X-A-2-3, Component X-H-1,
Component X-J
and Component X-K-2, the Distribution Date occurring in [________]
20[__], (v)
with respect to Component X-A-2-4 and Component X-H-2, the
Distribution Date
occurring in [________] 20[__], (vi) with respect to Component
X-A-2-5,
Component X-G-1 and Component X-H-3, the Distribution Date
occurring in
[________] 20[__], (vii) with respect to Component X-A-2-6,
Component X-F-1 and
Component X-G-2, the Distribution Date occurring in [________]
20[__], (viii)
with respect to Component X-A-2-7, Component X-A-3, Component
X-A-4-1, Component
X-A-4-2-1, Component X-E-1 and Component X-F-2, the Distribution
Date occurring
in [________] 20[__], (ix) with respect to Component X-A-4-2-2,
Component
X-A-AB-1, Component X-D-1 and Component X-E-2, the Distribution
Date occurring
in [________] 20[__], (x) with respect to Component X-A-AB-2, and
Component
X-D-2, the Distribution Date occurring in [________] 20[__], (xi)
with respect
to Component X-A-AB-3, Component X-A-5-1 and Component X-D-3, the
Distribution
Date occurring in [________] 20[__], (xii) with respect to
Component X-A-5-2,
and Component X-D-4, the Distribution Date in [________] 20[__] and
(xiii) with
respect to Component X-A-5-3, Component X-A-M, Component X-A-J,
Component X-B,
Component X-C and Component X-D-5, the Distribution Date in
[________] 20[__].
"Class XP Components" shall mean each of Component X-A-1-2,
Component
X-A-1-3, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3,
Component
X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7,
Component
X-A-3, Component X-A-4-1, Component X-A-4-2-1, Component X-A-4-2-2,
Component
X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3, Component
X-A-5-1, Component
X-A-5-2, Component X-A-5-3, Component X-A-M, Component X-A-J,
Component X-B,
Component X-C, Component X-D-1, Component X-D-2, Component X-D-3,
Component
X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component
X-F-1,
Component X-F-2, Component X-G-1, Component X-G-2, Component X-H-1,
Component
X-H-2, Component X-H-3, Component X-J, Component X-K-1, Component
X-K-2 and
Component X-L.
"Class XP Notional Amount" shall mean, as of any date of
determination,
the sum of the then Component Notional Amounts of the Class XP
Components for
which the Class XP Component Crossover Date has not passed.
"Class XP Reference Rate" shall mean, for any Distribution Date,
the
rate per annum corresponding to such Distribution Date on Schedule
IV.
"Class XP Strip Rate" shall mean, with respect to each of the Class
XP
Components for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the related Class XP
Component
Crossover Date, (x) the lesser of (I) the Weighted Average Net
Mortgage Rate for
such Distribution Date and (II) the Class XP Reference Rate for
such
Distribution Date minus (y) the Pass-Through Rate for the
Corresponding
Certificates (provided that in no event shall any Class XP Strip
Rate be less
than zero) and (ii) for any Distribution Date occurring after the
related Class
XP Component Crossover Date, 0% per annum.
"Clearstream" shall mean Clearstream Banking, Societe Anonyme or
any
successor.
"Closing Date" shall mean [__________], 200[_].
"CMSA" shall mean the Commercial Mortgage Securities Association,
or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Directing Holder.
"CMSA Advance Recovery Report" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Advance Recoverability Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Bond Level File" shall mean the monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Bond Level File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean the report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Collateral Summary File" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Comparative Financial Status Report"
available as
of the Closing Date on the CMSA Website, or such other form for the
presentation
of such information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "CMSA 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" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "CMSA Delinquent Loan Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Financial File" shall mean a report substantially in the form
of,
and containing the information called for in, the downloadable form
of the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally. The initial
data for this
report shall be provided by each Mortgage Loan Seller; provided
that the
delivery of such initial data by either [______] or [____] shall
satisfy the
delivery requirements for both [_______] and [_____].
"CMSA Historical Liquidation Report" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Historical Liquidation Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report"
shall mean a report substantially in the form of, and containing
the information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following seven electronic files: (i) CMSA Loan Setup
File, (ii) CMSA Loan Periodic Update File, (iii) CMSA Property
File,
(iv) CMSA Bond Level File, (v) CMSA Financial File, (vi) CMSA
Collateral
Summary File and (vii) CMSA Special Servicer Loan File; and
(b) the following twelve supplemental reports: (i) CMSA
Delinquent Loan Status Report, (ii) CMSA Historical Loan
Modification
and Corrected Mortgage Loan Report, (iii) CMSA Historical
Liquidation
Report, (iv) CMSA REO Status Report, (v) CMSA Operating
Statement
Analysis Report, (vi) CMSA Comparative Financial Status Report,
(vii)
CMSA Servicer Watch List, (viii) CMSA Loan Level Reserve/LOC
Report,
(ix) CMSA NOI Adjustment Worksheet, (x) CMSA Advance Recovery
Report,
(xi) CMSA Total Loan Report and (xii) CMSA Reconciliation of
Funds
Report.
"CMSA Loan Level Reserve/LOC Report" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Loan Level Reserve/LOC Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Periodic Update File" available as
of the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally. The initial data for this report shall be provided by
each Mortgage
Loan Seller; provided that the delivery of such initial data by
either
[__________] or [_____] shall satisfy the delivery requirements for
both
[________] and [_____]. Each CMSA Loan Periodic Update File
prepared by the
Master Servicer shall, if applicable, be accompanied by a Monthly
Additional
Report on Recoveries and Reimbursements and all references herein
to "CMSA Loan
Periodic Update File" shall be construed accordingly.
"CMSA Loan Setup File" shall mean the report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Loan Setup File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by
the
Master Servicer with respect to all the Performing Serviced Loans,
and by the
Special Servicer with respect to Specially Serviced Loans and REO
Loans, which
report shall be substantially in the form of, and contain the
information called
for in, the downloadable form of the "NOI Adjustment Worksheet"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Operating Statement Analysis Report"
available as
of the Closing Date on the CMSA Website or in such other form for
the
presentation of such information and containing such additional
information as
may from time to time be approved by the CMSA for commercial
mortgage-backed
securities transactions generally.
"CMSA Property File" shall mean a report substantially in the form
of,
and containing the information called for in, the downloadable form
of the
"Property File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Reconciliation of Funds Report" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "CMSA Reconciliation of Funds Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA REO Status Report" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"REO Status Report" available as of the Closing Date on the CMSA
Website, or in
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
in such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Special Servicer Loan File" shall mean a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Special Servicer Loan File" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Total Loan Report" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"CMSA Total Loan Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Website" shall mean the CMSA's Website located at
"www.cmbs.org"
or such other primary website as the CMSA may establish for
dissemination of its
report forms.
"Co-Lender Agreement" shall have the meaning assigned thereto in
the
Preliminary Statement.
"Code" shall mean the Internal Revenue Code of 1986 and
regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Collection Period" shall mean, with respect to any Distribution
Date or
Master Servicer Remittance Date, the period commencing on the day
immediately
following the Determination Date in the calendar month preceding
the month in
which such Distribution Date or Master Servicer Remittance Date, as
the case may
be, occurs (or, in the case of each of the initial Distribution
Date and the
initial Master Servicer Remittance Date, commencing immediately
following the
Cut-off Date) and ending on and including the Determination Date in
the calendar
month in which such Distribution Date or Master Servicer Remittance
Date, as the
case may be, occurs.
"Commission" shall mean the Securities and Exchange Commission or
any
successor agency.
"Companion Loan" shall
have the meaning assigned thereto in the
Preliminary Statement.
"Companion Loan Noteholder" shall mean, with respect to any Loan
Group,
the Holder of the Mortgage Note for the related Companion Loan.
"Companion Loan Securities" means the securities issued in
connection
with the inclusion of a Pari Passu Companion Loan into a trust as
part of a
securitization of one or more mortgage loans.
"Components" shall mean each of Component X-A-1-1, Component
X-A-1-2,
Component X-A-1-3, Component X-A-2-1, Component X-A-2-2, Component
X-A-2-3,
Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component
X-A-2-7,
Component X-A-3, Component X-A-4-1, Component X-A-4-2-1, Component
X-A-4-2-2,
Component X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3,
Component X-A-5-1,
Component X-A-5-2, Component X-A-5-3, Component X-A-M, Component
X-A-J,
Component X-B, Component X-C, Component X-D-1, Component X-D-2,
Component X-D-3,
Component X-D-4, Component X-D-5, Component X-E-1, Component X-E-2,
Component
X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component
X-H-1,
Component X-H-2, Component X-H-3, Component X-J, Component X-K-1,
Component
X-K-2, Component X-L, Component X-M, Component X-N, Component X-O
and Component
X-P.
"Component X-A-1-1" shall mean one of [__] components of the Class
XC
Certificates having a Component Notional Amount which, as of any
date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LA-1-1 Interest.
"Component X-A-1-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-1-2 Interest.
"Component X-A-1-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-1-3 Interest.
"Component X-A-2-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-1 Interest.
"Component X-A-2-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-2 Interest.
"Component X-A-2-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-3 Interest.
"Component X-A-2-4" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-4 Interest.
"Component X-A-2-5" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-5 Interest.
"Component X-A-2-6" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-6 Interest.
"Component X-A-2-7" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-2-7 Interest.
"Component X-A-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LA-3
Interest.
"Component X-A-4-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-4-1 Interest.
"Component X-A-4-2-1" shall mean one of [__] components of the
Class XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-4-2-1
Interest.
"Component X-A-4-2-2" shall mean one of [__] components of the
Class XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-4-2-2
Interest.
"Component X-A-AB-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-AB-1 Interest.
"Component X-A-AB-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-AB-2 Interest.
"Component X-A-AB-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-AB-3 Interest.
"Component X-A-5-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-A-5-1
Interest.
"Component X-A-5-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-A-5-2
Interest.
"Component X-A-5-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-A-5-3
Interest.
"Component X-A-M" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class
LA-A-M Interest.
"Component X-A-J" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LA-J
Interest.
"Component X-B" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LB
Interest.
"Component X-C" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LC
Interest.
"Component X-D-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LD-1
Interest.
"Component X-D-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LD-2
Interest.
"Component X-D-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LD-3
Interest.
"Component X-D-4" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LD-4
Interest.
"Component X-D-5" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LD-5
Interest.
"Component X-E-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LE-1
Interest.
"Component X-E-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LE-2
Interest.
"Component X-F-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LF-1
Interest.
"Component X-F-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LF-2
Interest.
"Component X-G-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LG-1
Interest.
"Component X-G-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LG-2
Interest.
"Component X-H-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LH-1
Interest.
"Component X-H-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LH-2
Interest.
"Component X-H-3" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LH-3
Interest.
"Component X-J" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LJ
Interest.
"Component X-K-1" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LK-1
Interest.
"Component X-K-2" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LK-2
Interest.
"Component X-L" shall mean one of [__] components of the Class
XC
Certificates and one of the [__] components of the Class XP
Certificates having
a Component Notional Amount which, as of any date of determination,
is equal to
the then current Uncertificated Principal Balance of the Class LL
Interest.
"Component X-M" shall mean one of [__] components of the Class
XC
Certificates having a Component Notional Amount which, as of any
date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LM Interest.
"Component X-N" shall mean one of [__] components of the Class
XC
Certificates having a Component Notional Amount which, as of any
date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LN Interest.
"Component X-O" shall mean one of [__] components of the Class
XC
Certificates having a Component Notional Amount which, as of any
date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LO Interest.
"Component X-P" shall mean one of [__] components of the Class
XC
Certificates having a Component Notional Amount which, as of any
date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LP Interest.
"Component Notional Amount" shall mean with respect to each
Component
and any date of determination, an amount equal to the then
current
Uncertificated Principal Balance of its Corresponding
Uncertificated Lower-Tier
Interest.
"Condemnation Proceeds" shall mean all cash amounts Received in
connection with the taking of all or a part of a Mortgaged Property
or REO
Property by exercise of the power of eminent domain or
condemnation, subject,
however, to the rights of any tenants and ground lessors, as the
case may be,
and the terms of the related Mortgage.
"Control Appraisal Event" shall exist with respect to any Tier 1
Loan
Group, if and for so long as:
(a) (1) the initial balance of the related Companion Loan,
minus
(2) the sum of (x) any principal payments, allocated to, and
received
on, the related Subordinate Companion Loan, (y) any Appraisal
Reduction
Amounts allocated to such Companion Loan, and (without duplication)
(z)
Realized Losses allocated to such Companion Loan,
is less than
(b) 25% of the initial balance of such Companion Loan.
"Controlling Class" shall mean the Class of Certificates (other
than the
Residual Interest Certificates) with the latest alphabetical Class
designation
that has a then-aggregate Class Principal Balance that is not less
than 25% of
the Original Class Principal Balance of such Class; provided that
if no Class of
Principal Balance Certificates has, as of such date of
determination, a Class
Principal Balance that meets the requirements above, then the
Controlling Class
shall be the then outstanding Class of Principal Balance
Certificates bearing
the latest alphabetic Class designation that has a Class Principal
Balance
greater than zero; and provided, further, that, for purposes of
determining the
Controlling Class, the Class A-1, Class A-2, Class A-3, Class
A-4-1, Class
A-4-2, Class A-AB and Class A-5 Certificates shall be deemed a
single Class of
Certificates. As of the Closing Date, the Controlling Class will be
the Class P
Certificates. If the Controlling Class consists of Book-Entry
Certificates, then
the rights of the Holders of the Controlling Class set forth in
this Agreement
may be exercised directly by the relevant Certificate Owners,
provided that the
identity of such Certificate Owners has been confirmed to the
Trustee to its
reasonable satisfaction.
"Controlling Class Certificateholder" shall mean any Holder of
a
Certificate of the Controlling Class.
"Controlling Class Directing Holder" shall mean the Holder or
Holders of
greater than 50% of the Voting Rights assigned to the Controlling
Class;
provided that no Holder of Voting Rights allocated to the
Controlling Class may
exercise any rights of such Class with respect to any Loan as to
which such
Holder is a Mortgagor Affiliate Holder.
"Corporate Trust Office" shall mean the principal corporate trust
office
of the Trustee at which at any particular time its asset-backed
securities trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at
[______________],
Attention: Global Securities and Trust Services Group - Greenwich
Capital
Commercial Funding Corp., Commercial Mortgage Trust Series
200[_]-[___].
"Corrected Loan" shall mean any Mortgage Loan that had been a
Specially
Serviced Loan but has ceased to be such in accordance with the
definition of
"Specially Serviced Loan" (other than by reason of a Liquidation
Event occurring
in respect of such Loan or the related Mortgaged Property's
becoming an REO
Property).
"Corresponding Certificate" shall have the meaning assigned thereto
in
the Preliminary Statement with respect to any Corresponding
Component or any
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Component" shall have the meaning assigned thereto
in the
Preliminary Statement with respect to any Corresponding Certificate
or any
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Uncertificated Lower-Tier Interest" shall have
the
meaning assigned thereto in the Preliminary Statement with respect
to any
Corresponding Certificate or any Corresponding Component.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgaged Loans. The Mortgage Loans secured by
the
following Mortgaged Properties are Cross-Collateralized Groups:
(i)
[_______________] and [_______________] and (ii) [_______________]
and
[_______________].
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that
is cross-defaulted and cross-collateralized with any other Mortgage
Loan.
"Cross-Over Date" shall mean the Distribution Date on which (i)
the
Class A-1, Class A-2, Class A-3, Class A-4-1, Class A-4-2, Class
A-AB and Class
A-5 Certificates, or any two or more of such Classes, remain
outstanding and
(ii) the aggregate of the Class Principal Balances of the 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 O and Class P Certificates are
reduced to zero
as a result of the allocation of Realized Losses and Additional
Trust Fund
Expenses pursuant to Section 4.04(a).
"Custodial Account" shall mean either of the Pool Custodial Account
or
any Loan Group Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by
the
Trustee pursuant to Section 8.11 as a document custodian for the
Mortgage Files,
which Person shall not be the Depositor, the Mortgage Loan Sellers
or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such
custodian
has been appointed, or if such custodian has been so appointed but
the Trustee
shall have terminated such appointment, then the Trustee shall be
the Custodian.
"Cut-off Date" shall mean (i) with respect to each Mortgage Loan
that
pays on a Due Date in [__________] 200[_], its Due Date in
[__________] 200[_]
and (ii) with respect to any other Mortgage Loan, [__________],
200[_].
"Cut-off Date Balance" shall mean, with respect to any Loan,
the
outstanding principal balance of such Loan as of the Cut-off Date,
net of all
unpaid payments of principal due in respect thereof on or before
such date.
"Default Charges" shall mean Default Interest and/or late
payment
charges that are paid or payable, as the context may require, to
the Trust in
respect of any Loan or any successor REO Loan with respect
thereto.
"Default Interest" shall mean, with respect to any Serviced Loan or
any
successor REO Loan with respect thereto, any amounts Received
thereon (other
than late payment charges, Prepayment Premiums or Yield Maintenance
Charges)
that represent penalty interest (arising out of a default) in
excess of interest
accrued on the principal balance of such Loan (or successor REO
Loan), at the
related Mortgage Rate.
"Defaulting Party" shall have the meaning assigned thereto in
Section
7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto
in
Section 3.21(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Loan,
the Government Securities required or permitted to be pledged in
lieu of
prepayment pursuant to the terms thereof in order to obtain a
release of the
related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto in
Section 3.04(a).
"Defeasance Loan" shall mean any Loan that permits the related
Mortgagor
to pledge Defeasance Collateral to the holder of such loan in lieu
of
prepayment.
"Definitive Certificate" shall have the meaning assigned thereto
in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered
Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean Greenwich Capital Commercial Funding Corp,
and
any successor in interest.
"Depository" shall mean The Depository Trust Company or any
successor
Depository hereafter named as contemplated by Section 5.03(c). The
nominee of
the initial Depository for purposes of registering those
Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository
shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or
other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date" shall mean the sixth calendar day of each
month
(or, if such sixth day is not a Business Day, the Business Day
immediately
following such sixth day), commencing in [__________] 200[_].
"Directing Holder" shall mean with respect to any Serviced Loan
Group,
the person or persons selected by the related Loan Group Directing
Holder, and
with respect to any other Mortgage Loan, the person selected by the
Controlling
Class Directing Holder; provided, however, that (i) absent such
selection, or
(ii) until a Directing Holder is so selected or (iii) upon receipt
of a notice
from the Controlling Class Directing Holder or Loan Group Directing
Holder, as
applicable, that a Directing Holder is no longer designated, the
Directing
Holder will be the Loan Group Directing Holder or the Controlling
Class
Directing Holder, as applicable; provided, further, that, in the
case of a
Directing Holder selected by the Controlling Class Directing
Holder, in order
for the Trustee to certify the status of such Directing Holder, the
Directing
Holder must provide notice and certification to the Trustee as to
its status as
Directing Holder (including the address and telecopy number of such
Directing
Holder), and the Trustee shall provide written notice to the
Controlling Class
Certificateholders, the Special Servicer and the Master Servicer as
to the
designation of such Directing Holder (including the address and
telecopy number
of such Directing Holder). No Mortgagor Affiliate Holder may be a
Directing
Holder. The Trustee acknowledges and agrees that with respect to
each Loan Group
the Person set forth on Schedule V shall be designated as the
initial Directing
Holder with respect to the related Loan Group, and that no further
notice of
such selection is required. In the event that a Controlling Class
Directing
Holder or Loan Group Directing Holder appoints a third party
(including any
affiliate) to act as Directing Holder, none of the parties to this
Agreement
shall be obligated to recognize such appointment unless such
Controlling Class
Directing Holder or Loan Group Directing Holder shall have
delivered to each
party to this Agreement a certification regarding such appointment.
Any Loan
Group Directing Holder that is a Directing Holder may, in its
capacity as
Directing Holder, only control, direct, prohibit or be consulted
with respect to
the enforcement of the related Mortgage or the servicing and
administration of
the related Loan Group to the extent set forth in this Agreement.
The Directing
Holder shall be required to keep all non-public information
received by it in
such capacity pursuant to this Agreement confidential and, upon its
designation
as such, shall deliver to the Trustee a confirmation to such
effect. Other than
as set forth on Schedule V, the initial Directing Holder shall
be
[_____________________].
"Directly Operate" shall mean, with respect to any REO Property,
the
furnishing or rendering of services to the tenants thereof, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale or lease, the performance of any construction work thereon or
any use of
such REO Property in a trade or business conducted by the
Lower-Tier REMIC,
other than through an Independent Contractor; provided, however,
that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
shall not be considered to Directly Operate an REO Property solely
because the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such REO Property.
"Discount Rate" shall mean, with respect to any prepaid Mortgage
Loan or
REO Mortgage Loan, for purposes of allocating any Prepayment
Premium or Yield
Maintenance Charge Received with respect thereto among the Class
A-1, Class A-2,
Class A-3, Class A-4-1, Class A-4-2, Class A-AB, Class A-5, Class
A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class
H
Certificates, a rate equal to the yield (when compounded monthly)
on the U.S.
Treasury issue (primary issue) with a maturity date closest to the
maturity
date, as published in Federal Reserve Statistical Release H.15
(519) published
by the Federal Reserve Board; provided that if there are two such
U.S. Treasury
issues (a) with the same coupon, the issue with the lower yield
shall apply, and
(b) with maturity dates equally close to the maturity date for such
prepaid
Mortgage Loan or REO Mortgage Loan, the issue with the earliest
maturity date
shall apply.
"Disqualified Non-United States Tax Person" shall mean, with
respect to
any Residual Interest Certificate, any Non-United States Tax Person
or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest Certificate and, for purposes of Treasury
Regulations Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code,
(b) certifies
that it understands that, for purposes of Treasury Regulations
Section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS
Form W-8ECI
or successor form and has agreed to update such form as required
under the
applicable Treasury regulations; or (2) a Non-United States Tax
Person that has
delivered to the Transferor, the Trustee and the Certificate
Registrar an
opinion of nationally recognized tax counsel to the effect that (x)
the Transfer
of such Residual Interest Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Residual Interest Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that is exempt from the tax
imposed by
Chapter 1 of the Code (unless such organization is subject to the
tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural
electric and
telephone cooperatives described in Section 1381 of the Code; or
(iv) any other
Person so designated by the Trustee or the Tax Administrator based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Interest Certificate by such Person may cause the Trust Fund or any
Person
having an Ownership Interest in any Class of Certificates, other
than such
Person, to incur a liability for any federal tax imposed under the
Code that
would not otherwise be imposed but for the Transfer of an Ownership
Interest in
a Residual Interest Certificate to such Person. The terms "United
States,"
"State" and "international organization" shall have the meanings
set forth in
Section 7701 of the Code or successor provisions.
"Disqualified Partnership" shall mean any domestic entity
classified as
a partnership under the Code if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates for any Distribution Date,
subject to
Section 4.05(b), an amount of interest equal to the amount of
Accrued
Certificate Interest in respect of such Class of Certificates for
the related
Interest Accrual Period, reduced (to not less than zero) by that
portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates as provided below. The
Net
Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date
shall be allocated among the respective Classes of Regular Interest
Certificates
on a pro rata basis in accordance with, the respective amounts of
Accrued
Certificate Interest for each such Class of Certificates for the
related
Interest Accrual Period.
"Distribution Account" shall mean the segregated account or
accounts
created and maintained by the Trustee pursuant to Section 3.04(b),
which shall
be entitled "[____________________], as Trustee, in trust for the
registered
holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates,
Series
200[_]-[___]" which account shall be deemed to consist of,
collectively, the
Lower-Tier Distribution Account, the Upper-Tier Distribution
Account and the
Interest Reserve Account.
"Distribution Date" shall mean the date each month, commencing
in
[___________] 200[_], on which, among other things, the Trustee is
to make
distributions on the Certificates, which date shall be the tenth
day of the
month, or if such tenth day is not a Business Day, then the
Business Day
immediately following such tenth day, provided that the
Distribution Date will
be at least four Business Days following the related Determination
Date.
"Distribution Date Statement" shall have the meaning assigned
thereto in
Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Loan on or prior to
its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Monthly Payment on such Loan is scheduled to be
first due;
(ii) with respect to any Loan after its Stated Maturity Date, the
day of the
month set forth in the related Mortgage Note on which each Monthly
Payment on
such Loan had been scheduled to be first due; and (iii) with
respect to any REO
Loan, the day of the month set forth in the related Mortgage Note
on which each
Monthly Payment on the related Loan had been scheduled to be first
due.
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis
and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with a
federal or state chartered depository institution or trust company,
the
long-term deposit or unsecured debt obligations of which are rated
at least
"Aa3" by Moody's and at least "AA-" (or, if such depository
institution or trust
company has short-term unsecured debt obligations rated at least
"A-1" by S&P,
at least "A+") by S&P (or, in the case of any Rating Agency,
such lower rating
as will not result in an Adverse Rating Event with respect to any
Class of
Certificates or Companion Loan Securities, as evidenced in writing
by such
Rating Agency) at any time such funds are on deposit therein (if
such funds are
to be held for more than 30 days), or the short-term deposits of
which are rated
at least "P-1" by Moody's and at least "A-1" by S&P (or, in the
case of any
Rating Agency, such lower rating as will not result in an Adverse
Rating Event
with respect to any Class of Certificates or Companion Loan
Securities, as
evidenced in writing by such Rating Agency) at any time such funds
are on
deposit therein (if such funds are to be held for 30 days or less);
or (ii) a
segregated trust account maintained with the trust department of a
federal or
state chartered depository institution or trust company acting in
its fiduciary
capacity (which may be the Trustee), is subject to supervision or
examination by
federal or state authority and, in the case of a state chartered
depository
institution or trust company, is subject to regulations regarding
fiduciary
funds on deposit therein substantially similar to 12 CFR ss.
9.10(b); or (iii)
any other account, the use of which would not, in and of itself,
cause an
Adverse Rating Event with respect to any Class of Certificates or
Companion Loan
Securities, as evidenced in writing by each Rating Agency.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie
Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments,
each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to
any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Mortgage
Loans
identified on Schedule III hereto.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974,
as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer
or the Special Servicer for the account of any Mortgagor for
application toward
the payment of real estate taxes, assessments, insurance premiums,
ground rents
(if applicable) and other items for which an escrow has been
created in respect
of the related Mortgaged Property.
"Euroclear" shall mean Euroclear Bank as operator of the
Euroclear
System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section
7.01(a).
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the
Net Liquidation Proceeds from the sale or liquidation of a
Specially Serviced
Loan or REO Property, net of (i) interest on any related Advances,
(ii) any
related Servicing Advances and (iii) any Liquidation Fee payable
from such Net
Liquidation Proceeds, over (b) the amount needed to pay off the
Mortgage Loan or
related REO Loan in full and reimburse the Trust for any prior
Additional Trust
Fund Expenses related to such Loan.
"Excess Liquidation Proceeds Account" shall mean the segregated
account
created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for
the Certificateholders, which shall be entitled
"[____________________], as
Trustee, in trust for the registered Holders of Greenwich Capital
Commercial
Funding Corp., Commercial Mortgage Trust 200[_]-[___], Commercial
Mortgage
Pass-Through Certificates, Series 200[_]-[___]."
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended.
"Exemption-Favored Party" shall mean any of (i) Greenwich
Capital
Markets, (ii) any Person directly or indirectly, through one or
more
intermediaries, controlling, controlled by or under common control
with
Greenwich Capital Markets and (iii) any member of any underwriting
syndicate or
selling group of which any Person described in clauses (i), (ii) or
(iii) is a
manager or co-manager with respect to a Class of Investment Grade
Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association
or any
successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or
any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Final Distribution Date" shall mean the Distribution Date on which
the
final distribution is to be made with respect to the Certificates
in connection
with a termination of the Trust Fund pursuant to Article IX.
"Final Recovery Determination" shall mean a determination by the
Special
Servicer with respect to any Specially Serviced Loan or REO
Property that there
has been a recovery of all Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds and other payments or recoveries that the
Special Servicer
has determined, in accordance with the Servicing Standard, will be
ultimately
recoverable (or in the case of the Non-Serviced Loan Groups, a
"Final Recovery
Determination" as defined in the applicable Lead PSA with respect
to such loan);
provided that the term Final Recovery Determination shall not apply
to: (i) a
Loan that was paid in full; or (ii) a Loan or REO Property, as the
case may be,
that was purchased by (A) the applicable Mortgage Loan Seller
pursuant to
Section 2.03(a) and the applicable Mortgage Loan Purchase
Agreement, (B) a
Purchase Option Holder or its assignee pursuant to Section 3.19,
(C) the
Depositor, the Mortgage Loan Sellers, the Special Servicer, a
Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01,
(D) the
holder of a related mezzanine loan in connection with a Loan
default, as set
forth in the related intercreditor agreement or (E) in the case of
the Loan
Group Trust Mortgage Loans, the related Companion Loan Noteholder
or their
designees pursuant to the related Co-Lender Agreement.
"Form 8-K Disclosure Information" as defined in Section 11.07.
"FV Bid" shall have the meaning assigned thereto in Section
3.19(c).
"FV Price" shall have the meaning assigned thereto in Section
3.19(c).
"GAAP" shall mean generally accepted accounting principles in the
United
States of America.
"Global Certificate" shall mean, with respect to any Class of
Book-Entry
Non-Registered Certificates, either the related Rule 144A Global
Certificate or
the Regulation S Global Certificate.
"Global Opinion" shall have the meaning assigned thereto in
Section
12.12.
"Government Securities" shall mean "Government Securities" as
defined in
Section 2(a)(16) of the Investment Company Act of 1940, excluding
any such
securities that are not acceptable to any Rating Agency as
Defeasance
Collateral.
"Greenwich Capital Markets" shall mean Greenwich Capital Markets,
Inc.
or its successor in interest.
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which
the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Hazardous Materials" shall mean any dangerous, toxic or
hazardous
pollutants, chemicals, wastes, or substances, including, without
limitation,
those so identified pursuant to CERCLA or any other federal, state
or local
environmental related laws and regulations now existing or
hereafter enacted,
and specifically including asbestos and asbestos-containing
materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum
products, urea
formaldehyde and any substance classified as being "in inventory,"
"usable work
in process" or similar classification which would, if classified as
unusable, be
included in the foregoing definition.
"Holder" shall mean, with respect to a Certificate, a
Certificateholder
and, with respect to any Uncertificated Lower-Tier Interest, the
Trust.
"HUD-Approved Servicer" shall mean a servicer that is a
mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any
specified
Person, any such Person who (i) is in fact independent of the
Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer,
any
Controlling Class Certificateholder, and with respect to matters
relating to a
particular Loan Group any Companion Loan Noteholder, and any and
all Affiliates
thereof, (ii) does not have any direct financial interest in or any
material
indirect financial interest in any of the Depositor, the Mortgage
Loan Sellers,
the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, and with respect to matters relating to a
particular Loan
Group any Companion Loan Noteholder, or any Affiliate thereof, and
(iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master
Servicer,
the Special Servicer, any Controlling Class Certificateholder, and
with respect
to matters relating to a particular Loan Group any Companion Loan
Noteholder, or
any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee,
partner, director or Person performing similar functions; provided,
however,
that a Person shall not fail to be Independent of the Depositor,
the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class
Certificateholder, any Companion Loan Noteholder, or any Affiliate
thereof
merely because such Person is the beneficial owner of 1% or less of
any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the
Master
Servicer, the Special Servicer, such Controlling Class
Certificateholder, such
Companion Loan Noteholder or any Affiliate thereof, as the case may
be, provided
that such ownership constitutes less than 1% of the total assets
owned by such
Person.
"Independent Appraiser" shall mean an Independent professional
real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five years experience in the subject
property type and
market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to the Lower-Tier REMIC
within the meaning
of Section 856(d)(3) of the Code if the Lower-Tier REMIC was a real
estate
investment trust (except that the ownership test set forth in that
Section shall
be considered to be met by any Person that owns, directly or
indirectly, 35
percent or more of any Class of Certificates, or such other
interest in any
Class of Certificates as is set forth in an Opinion of Counsel,
which shall be
at no expense to the Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund, delivered to the Trustee (and, if any of the Loan
Groups are
affected, to the Companion Loan Noteholder), provided that (i) such
REMIC Pool
does not receive or derive any income from such Person and (ii) the
relationship
between such Person and such REMIC Pool is at arm's length, all
within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any
other Person
upon receipt by the Trustee (and, if any of the Loan Groups are
affected, by the
related Companion Loan Noteholder) of an Opinion of Counsel, which
shall be at
no expense to the Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund, to the effect that the taking of any action in respect
of any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor, will not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code for purposes of Section
860D(a) of the
Code, or cause any income realized in respect of such REO Property
to fail to
qualify as Rents from Real Property, due to such Person's failure
to be treated
as an Independent Contractor.
"Initial Bidder" shall have the meaning assigned thereto in
Section
3.19(c).
"Initial Trust Balance" shall be as set forth in the
Preliminary
Statement hereto and shall equal the aggregate Cut-off Date
Balances of the
Mortgage Loans.
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"Insurance Policy" shall mean, with respect to any Loan, any
hazard
insurance policy, flood insurance policy, title policy,
Environmental Insurance
Policy or other insurance policy that is maintained from time to
time in respect
of such Loan or the related Mortgaged Property.
"Insurance Proceeds" shall mean the proceeds paid under any
Insurance
Policy, to the extent such proceeds are not applied to the
restoration of the
related Mortgaged Property, released to the Mortgagor, or any
tenants or ground
lessors, as the case may be, pursuant to the terms of the related
Mortgage or
lease, in accordance with the Servicing Standard.
"Insured Environmental Event" shall have the meaning assigned
thereto in
Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues
in respect of any Loan, any Uncertificated Lower-Tier Interests or
any Class of
Regular Interest Certificates, in each case consisting of one of
the following:
(i) a 360-day year consisting of twelve 30-day months; (ii) actual
number of
days elapsed in a 360-day year; (iii) actual number of days elapsed
in a 365-day
year; or (iv) actual number of days elapsed in an actual calendar
year (taking
account of leap year).
"Interest Accrual Period" shall mean with respect to any Class
of
Regular Interest Certificates or 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.
"Interest Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the
Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be
entitled
"[____________________], as Trustee, in trust for the registered
holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates,
Series
200[_]-[___]."
"Interest Reserve Amount" shall mean, with respect to each
Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs in February of any year and for any
Distribution
Date that occurs in January of any year that is not a leap year, an
amount equal
to one day's interest accrued at the related Mortgage Rate on the
related Stated
Principal Balance as of the Due Date in the month in which such
Distribution
Date occurs (but prior to the application of any amounts due on
such Due Date),
to the extent that a Monthly Payment is Received in respect thereof
for such Due
Date as of the related Determination Date or a P&I Advance is
made under this
Agreement in respect thereof for such Due Date by such Distribution
Date.
"Interest Reserve Mortgage Loan" shall mean any Mortgage Loan
that
accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage
Loan
that relates to a predecessor Interest Reserve Mortgage Loan.
"Interested Person" shall mean the Depositor, the Master Servicer,
the
Special Servicer, the Trustee, any Certificateholder, or any
Affiliate of any
such Person.
"Investment Account" shall have the meaning assigned thereto in
Section
3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate, other than a Residual Interest
Certificate, that
is rated in one of the four highest generic rating categories by at
least one
Rating Agency.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"Late Collections" shall mean: (a) with respect to any Loan, all
amounts
Received in connection therewith during any Collection Period,
whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or
otherwise, which represent late collections of the principal and/or
interest
portions of a Monthly Payment (other than a Balloon Payment) or an
Assumed
Monthly Payment in respect of such Loan due or deemed due on a Due
Date in a
previous Collection Period, or on a Due Date coinciding with or
preceding the
Cut-off Date, and not previously recovered; and (b) with respect to
any REO
Loan, all amounts Received in connection with the related REO
Property during
any Collection Period, whether as Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a Monthly
Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the
predecessor Loan, or the principal and/or interest portions of an
Assumed
Monthly Payment in respect of such REO Loan, due or deemed due on a
Due Date in
a previous Collection Period and not previously recovered.
"Lead Master Servicer" shall mean each of the 200[_]-[___]
Master
Servicer and the 200[_]-[___] Master Servicer.
"Lead PSA" shall mean each of the 200[_]-[___] PSA and the
200[_]-[___]
PSA.
"Lead Special Servicer" shall mean each of the 200[_]-[___]
Special
Servicer and the 200[_]-[___] Special Servicer.
"Lead Trustee" shall mean each of the 200[_]-[___] Trustee and
the
200[_]-[___] Trustee.
"Liquidation Event" shall mean: (a) with respect to any Loan, any
of the
following events--(i) such Loan is paid in full, (ii) a Final
Recovery
Determination is made with respect to such Loan, (iii) such Loan or
related Loan
Group Trust Mortgage Loan is repurchased by the applicable Mortgage
Loan Seller
pursuant to Section 2.03(a) and the applicable Mortgage Loan
Purchase Agreement,
(iv) such Loan is purchased by a Purchase Option Holder or its
assignee pursuant
to Section 3.19, (v) such Loan is purchased by the Depositor, the
Special
Servicer, a Mortgage Loan Seller, a Controlling Class
Certificateholder or the
Master Servicer pursuant to Section 9.01, (vi) such Loan is
purchased by the
holder of a related mezzanine loan on behalf of the related
Mortgagor in
connection with a Loan default, as set forth in the related
intercreditor
agreement, or (vii) in the case of any of the Loan Group Trust
Mortgage Loans,
such Loan Group Trust Mortgage Loan is purchased by any related
Companion Loan
Noteholder or its designee pursuant to the related Co-Lender
Agreement or the
related Lead PSA; and (b) 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, or (ii) such REO Property is
purchased by the
Depositor, the Special Servicer, a Mortgage Loan Seller, a
Controlling Class
Certificateholder or the Master Servicer pursuant to Section
9.01.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in connection with the liquidation
of any
Specially Serviced Loan or REO Property pursuant to Sections 3.09
or 3.19
(including legal fees and expenses, committee or referee fees and,
if
applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable
to the Special Servicer in connection with certain specified events
pursuant to
Section 3.11(b).
"Liquidation Fee Rate" shall mean, with respect to each
Specially
Serviced Loan or REO Property as to which a Liquidation Fee is
payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance
Proceeds and REO Revenues) Received in connection with: (i) the
full or partial
liquidation of a Mortgaged Property or other collateral
constituting security
for a defaulted Loan, through trustee's sale, foreclosure sale, REO
Disposition
or otherwise, exclusive of any portion thereof required to be
released to the
related Mortgagor in accordance with applicable law and the terms
and conditions
of the related Mortgage Note and Mortgage; (ii) the realization
upon any
deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a
Specially Serviced Loan by a Purchase Option Holder or its assignee
pursuant to
Section 3.19; (iv) the repurchase of a Mortgage Loan by the
applicable Mortgage
Loan Seller(s) pursuant to Section 2.03(a) and the applicable
Mortgage Loan
Purchase Agreement(s); (v) the purchase of a Mortgage Loan or REO
Property by
the Depositor, a Mortgage Loan Seller, the Special Servicer, a
Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01;
(vi) the
purchase of a Loan by the holder of a related mezzanine loan on
behalf of the
related Mortgagor in connection with a Loan default, as set forth
in the related
intercreditor agreement; or (vii) in the case of any of the Loan
Group Trust
Mortgage Loans, the purchase of such Mortgage Loan by any related
Companion Loan
Noteholder or its designee pursuant to the Co-Lender Agreement or
the related
Lead PSA.
"Loan" shall mean any Mortgage Loan or Companion Loan.
"Loan Group" shall have the meaning assigned thereto in the
Preliminary
Statement (and shall include any successor REO Loans).
"Loan Group Custodial Account" shall mean, with respect to any
Serviced
Loan Group, the segregated account or sub-accounts created and
maintained by the
Master Servicer pursuant to Section 3.04A on behalf of the Holders
of such Loan
Group.
"Loan Group Directing Holder" with respect to any Loan Group, will
be as
follows:
(a) with respect to the Tier 1 Loan Groups, for so long as (i)
a
Control Appraisal Event does not exist and the holder of more than
50%
of the principal balance of the related Subordinate Companion Loan
is
not a Mortgagor Affiliate Holder, the holder of such
Subordinate
Companion Loan, or (ii) while a Control Appraisal Event does exist
or if
the holder of more than 50% of the principal balance of the
related
Subordinate Companion Loan is a Mortgagor Affiliate Holder, the
Controlling Class Directing Holder;
(b) with respect to the Tier 2 Loan Groups, the Loan Group
Directing Holder shall be the Controlling Class Directing
Holder;
(c) with respect to the Tier 3 Loan Groups, the Loan Group
Directing Holder shall be the Controlling Class Directing
Holder;
(d) with respect to the [__________________] and
[__________________] Loan Groups, the Loan Group Directing Holder
shall
be the Controlling Class Directing Holder;
(e) with respect to the Loan Group secured by the
[__________________] Mortgaged Property, the Directing Holder will
be
the controlling class representative under the 200[_]-[___]
PSA;
(f) with respect to the Loan Group secured by the
[__________________] property, the directing holder will be the
controlling class representative under the 200[_]-[___] PSA;
(g) with respect to the [__________________] Loan Group, the
Loan
Group Directing Holder shall be the Majority Lender (as defined in
the
related Intercreditor Agreement); and
(h) with
respect to the [__________________] Loan Group, for so
long as (i) a Control Appraisal Event does not exist and the holder
of
more than 50% of the principal balance of the
[__________________]
Subordinate Companion Loan is a Mortgagor Affiliate Holder, the
holder
of such Subordinate Companion Loan, or (ii) while a Control
Appraisal
Event does exists or if the holder of more than 50% of the
[__________________] Subordinate Companion Loan is a Mortgagor
Affiliate
Holder, the Controlling Class Directing Holder.
For purposes of this definition, in calculating the holders of more
than
50% of a Subordinate Companion Loan, the unpaid principal amount of
such
Subordinate Companion Loan held by a Mortgagor Affiliate Holder
shall be deemed
to be zero, except with respect to determining whether holders of
more 50% of
such Subordinate Companion Loan are not Mortgagor Affiliate
Holders.
"Loan Group Mortgaged Property" shall mean any of the
properties
securing a Loan Group.
"Loan Group Noteholders" shall mean, with respect to each Loan
Group,
the Trustee, as holder of the Mortgage Note or Mortgage Notes for
the related
Loan Group Trust Mortgage Loan and the related Companion Loan
Noteholder.
"Loan Group Remittance Amount" shall mean, with respect to any
Master
Servicer Remittance Date and each Serviced Loan Group, an amount
equal to: (a)
the aggregate amount of (i) all payments and other collections on
or with
respect to the applicable Loan Group and the related Mortgaged
Property (if it
becomes an REO Property) that (A) were received as of the close of
business on
the immediately preceding Determination Date and (B) are on deposit
or are
required to be on deposit in the related Loan Group Custodial
Account as of
12:00 noon (New York City time) on such Master Servicer Remittance
Date,
including any such payments and other collections transferred to
the related
Loan Group Custodial Account from the related Loan Group REO
Account (if
established), and (ii) any and all P&I Advances made with
respect to the Loan
Group Trust Mortgage Loan(s); net of (b) the portion of the
aggregate amount
described in clause (a) of this definition that represents one or
more of the
following--(i) Monthly Payments that are due on a Due Date
following the end of
the related Collection Period, (ii) any amount payable or
reimbursable to any
Person from the related Loan Group Custodial Account pursuant to
clauses (ii)
through (xv) of Section 3.05A, and (iii) any amounts deposited in
the related
Loan Group Custodial Account in error.
"Loan Group Remittance Date" shall mean, (i) with respect to
each
Serviced Companion Loan that is not an asset of a securitization,
the Master
Servicer Remittance Date and (ii) in the case of each other
Serviced Companion
Loan that is an asset of a securitization, the earlier of (A) the
Master
Servicer Remittance Date and (B) the Business Day prior to the date
that is the
equivalent to the "Master Servicer Remittance Date" in such
securitization but
in no event earlier than the first Business Day following the
Determination
Date.
"Loan Group REO Account" shall mean, with respect to each Serviced
Loan
Group the segregated account or accounts created and maintained by
the Special
Servicer pursuant to Section 3.17 on behalf of the
Certificateholders and the
related Companion Noteholders, which shall be entitled
"[__________________], as
Special Servicer, in trust for [__________________], as Trustee,
for the
registered holders of Greenwich Capital Commercial Funding Corp.,
Commercial
Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates,
Series 200[_]-[___], and for [NAMES OF COMPANION LOAN NOTEHOLDERS],
as their
interests may appear."
"Loan
Group REO Property" shall mean the Loan Group Mortgaged
Property,
if such Mortgaged Property becomes an REO Property hereunder.
"Loan Group Servicing Reports" shall mean, with respect to any
Serviced
Loan Group, each of the CMSA Delinquent Loan Status Report, CMSA
Historical Loan
Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation
Report, CMSA REO Status Report, Loan Payoff Notification Report,
CMSA Loan
Periodic Update File, CMSA Property File, CMSA Loan Level
Reserve/LOC Report,
CMSA Financial File, CMSA Loan Setup File, CMSA Servicer Watch
List, CMSA
Operating Statement Analysis Report, CMSA NOI Adjustment Worksheet
and CMSA
Comparative Financial Status Report.
"Loan Group Trust Mortgage Loan" shall mean, with respect to any
Loan
Group, the portion of such Loan Group that is a Mortgage Loan in
the Trust.
"Loan Payoff Notification Report" shall mean a report
containing
substantially the information described in Exhibit E attached
hereto, and
setting forth for each Serviced Loan as to which written notice of
anticipated
payoff has been received by the Master Servicer as of the
Determination Date
preceding the delivery of such report, among other things, the
mortgage loan
number, the property name, the ending scheduled loan balance for
the Collection
Period ending on such Determination Date, the expected date of
payment, the
expected related Distribution Date and the estimated amount of the
Yield
Maintenance Charge or Prepayment Premium due (if any).
"Lockout Period" shall mean, with respect to any Loan that
prohibits the
Mortgagor from prepaying such loan until a date specified in the
related
Mortgage Note or other Loan document, the period from the Closing
Date until
such specified date.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any Class of Principal Balance
Certificates,
for any Distribution Date, the total amount of all Unfunded
Principal
Balance Reductions, if any, incurred by (but not reimbursed to)
the
Holders of such Class of Certificates on all prior Distribution
Dates,
if any; and
(b) with respect to any Lower-Tier Regular Interest, for any
Distribution Date, the total amount of all Unfunded Principal
Balance
Reductions, if any, incurred by (but not reimbursed to) the
Lower-Tier
REMIC with respect to such Lower-Tier Regular Interest on all
prior
Distribution Dates, if any.
For purposes of this definition: (x) any increase in the Class
Principal
Balance of any Class of Principal Balance Certificates pursuant to
Section
4.05(a) shall constitute a reimbursement to the Holders of such
Class of
Principal Balance Certificates of any related Unfunded Principal
Balance
Reductions; and (y) any increase in the Lower-Tier Interest
Principal Balance of
any Lower-Tier Regular Interest pursuant to Section 4.05(c) shall
constitute a
reimbursement to the Lower-Tier REMIC with respect to any related
Unfunded
Principal Balance Reductions relating to such Lower-Tier Regular
Interest.
"Lower-Tier Distribution Account" shall mean the sub-account deemed
to
be a part of the Distribution Account and maintained by the Trustee
pursuant to
Section 3.04(b).
"Lower-Tier Distribution Amount" shall mean the aggregate of
amounts
distributable to the Uncertificated Lower-Tier Interests pursuant
to Section
4.01(h).
"Lower-Tier Interest Principal Reinstatement Amount" shall have
the
meaning assigned thereto pursuant to Section 4.05(c).
"Lower-Tier REMIC" shall mean the segregated pool of assets
constituting
the primary trust created hereby and to be administered hereunder
with respect
to which a separate REMIC election is to be made, and consisting
of: (i) the
Mortgage Loans as from time to time are subject to this Agreement
and all
payments under and proceeds of such Mortgage Loans received by the
Trust after
the Closing Date, together with all documents included in the
related Mortgage
Files; (ii) any REO Properties as from time to time are subject to
this
Agreement and all income and proceeds therefrom (to the extent not
allocable to
a Companion Loan) and a beneficial interest in the applicable
portion of any
"REO Property" under the Lead PSA for the Non-Serviced Trust Loans;
and (iii)
such funds or assets as from time to time are deposited in the Pool
Custodial
Account, each Loan Group Custodial Account (to the extent not
related to the
Companion Loans), the Lower-Tier Distribution Account and, if
established, the
Pool REO Account and each Loan Group REO Account (to the extent not
related to
the Companion Loans).
"Master Servicer" shall mean [__________________], in its capacity
as
master servicer hereunder, or any successor master servicer
appointed as herein
provided.
"Master Servicer Remittance Amount" shall mean, with respect to
any
Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of
all payments and other collections on or with respect to the
Serviced Loans and
the Non-Serviced Trust Loans and any related REO Properties
(including with
respect to the Non-Serviced Trust Loans, all payments remitted by
the applicable
Lead Master Servicer) that (A) were Received as of the close of
business on the
immediately preceding Determination Date (or in the case of the
Non-Serviced
Trust Loans, as of 12:00 noon (New York City time) on the Master
Servicer
Remittance Date and (B) are on deposit or are required to be on
deposit in the
Pool Custodial Account as of 12:00 noon (New York City time) on
such Master
Servicer Remittance Date, including any such payments and other
collections
transferred to the Pool Custodial Account from the Pool REO Account
(if
established); net of (b) the portion of the aggregate amount
described in clause
(a) of this definition that represents one or more of the
following--(i) Monthly
Payments that are due on a Due Date following the end of the
related Collection
Period, (ii) any amount payable or reimbursable to any Person from
the Pool
Custodial Account pursuant to clauses (ii) through (xviii) of
Section 3.05(a),
(iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in the Pool
Custodial Account in error.
"Master Servicer Remittance Date" shall mean the date each
month,
commencing in [___________] 200[_], on which, among other things,
the Master
Servicer is required to (i) make P&I Advances and (ii) transfer
the Master
Servicer Remittance Amount and any Excess Liquidation Proceeds to
the Trustee,
which date shall be the Business Day immediately preceding each
Distribution
Date.
"Master Servicing Fee" shall mean, with respect to each Serviced
Loan
and the Non-Serviced Trust Loans (and, in each case, any successor
REO Loan with
respect thereto), the fee designated as such and payable to the
Master Servicer
pursuant to Section 3.11(a). The Master Servicing Fee includes any
servicing
fees payable to any third-party servicers that sub-service or
primary service
the loans on behalf of the Master Servicer and any Broker Strip
Fees payable to
third party Brokers, but does not include any primary servicing fee
payable with
respect to a Non-Serviced Trust Loan to the applicable Lead Master
Servicer
under the applicable Lead PSA.
"Master Servicing Fee Rate" shall mean, with respect to each
Serviced
Loan and the Non-Serviced Trust Loans and any successor REO Loan,
the rate per
annum specified as such on the Mortgage Loan Schedule. With respect
to each Loan
Group, the Master Servicing Fee Rate for the related Mortgage Loan
may be
different than the Master Servicing Fee Rate for the related
Companion Loan, as
more particularly set forth on the Mortgage Loan Schedule.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Document Defect" shall have the meaning assigned thereto
in
Section 2.03(a).
"Modified Loan" shall mean any Serviced Loan as to which any
Servicing
Transfer Event has occurred and which has been modified by the
Special Servicer
pursuant to Section 3.21 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing
Monthly
Payments current with respect to such Loan);
(b) except as expressly contemplated by the related Loan
documents, results in a release of the lien of the related Mortgage
on
any material portion of the related Mortgaged Property without
a
corresponding Principal Prepayment in an amount, or the delivery
of
substitute real property collateral with a fair market value (as
is),
that is not less than the fair market value (as is) of the property
to
be released, as determined by an appraisal delivered to the
Special
Servicer (at the
expense of the related Mortgagor and upon which the
Special Servicer may conclusively rely); or
(c) in the reasonable, good faith judgment of the Special
Servicer, otherwise materially impairs the security for such Loan
or
materially reduces the likelihood of timely payment of amounts
due
thereon.
"Monthly Payment" shall mean, with respect to any Loan, as of any
Due
Date, the scheduled monthly debt service payment on such Loan that
is actually
payable by the related Mortgagor from time to time under the terms
of the
related Mortgage Note (as such terms may be changed or modified in
connection
with a bankruptcy or similar proceeding involving the related
Mortgagor or by
reason of a modification, extension, waiver or amendment granted or
agreed to by
the Special Servicer pursuant to Section 3.21), including any
Balloon Payment
payable in respect of such Loan on such Due Date; provided that the
Monthly
Payment due in respect of any Loan shall not include Default
Interest.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in
interest. If neither such rating agency nor any successor remains
in existence,
"Moody's" shall be deemed to refer to such other nationally
recognized
statistical rating agency or other comparable Person designated by
the
Depositor, notice of which designation shall be given to the
Trustee, the Master
Servicer and the Special Servicer, and specific ratings of Moody's
Investors
Service, Inc. herein referenced shall be deemed to refer to the
equivalent
ratings of the party so designated.
"Mortgage" shall mean, with respect to any Loan, the mortgage, deed
of
trust, deed to secure debt or similar instrument that secures the
related
Mortgage Note and creates a lien on the related Mortgaged
Property.
"Mortgage File" shall mean:
(a) with respect to any Mortgage Loan and, in the case of any
Loan Group, any Companion Loan, the following documents
collectively
(which, in the case of a Loan Group, except for the Mortgage
Note
referred to in clause (i) and clause (vi) of this definition,
relates to
an entire Loan Group):
(i) (A) the original executed Mortgage Note for such
Mortgage Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of
"[__________________], as trustee for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___]" or in blank, and further
showing a complete, unbroken chain of endorsement from the
originator or, in the case of the [__________________] Mortgage
Loan, the originators (if such originator is not the Mortgage
Loan Seller) (or, alternatively, if the original executed
Mortgage Note has been lost, a lost note affidavit and
indemnity
with a copy of such Mortgage Note), and (B) in the case of a
Loan
Group, a copy of the executed Mortgage Note for the related
Companion Loan;
(ii) an original or copy of the Mortgage, together with
originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon;
(iii) an original or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage),
together with originals or copies of any and all intervening
assignments thereof, in each case (unless the particular item
has
not been returned from the applicable recording office) with
evidence of recording indicated thereon;
(iv) an original executed assignment, in recordable
form (except for recording information not yet available if the
instrument being assigned has not been returned from the
applicable recording office), of (A) the Mortgage and (B) any
related Assignment of Leases (if such item is a document
separate
from the Mortgage), in favor of "[__________________], in its
capacity as trustee for the registered holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates,
Series 200[_]-[___]" (or, in each case, a copy thereof,
certified
to be the copy of such assignment submitted for recording);
(v) an original or copy of the assignment of all
unrecorded documents relating to the Mortgage Loan, in favor of
"[__________________], as trustee for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___]";
(vi) originals or copies of final written modification
agreements in those instances where the terms or provisions of
the Mortgage Note for such Mortgage Loan (or, if applicable,
either Mortgage Note of a Loan Group) or the related Mortgage
have been modified as to a monetary term or other material term
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon if the instrument being modified is
a
recordable document;
(vii) the original or a copy of the policy or
certificate of lender's title insurance issued in connection
with
such Mortgage Loan (or, if such policy has not been issued, a
"marked-up" pro forma title policy marked as binding and
countersigned by the title insurer or its authorized agent, or
an
irrevocable, binding commitment to issue such title insurance
policy);
(viii) filed copies (with evidence of filing) of any
prior effective UCC Financing Statements in favor of the
originator of such Mortgage Loan or in favor of any assignee
prior to the Trustee (but only to the extent the applicable
Mortgage Loan Seller had possession of such UCC Financing
Statements prior to the Closing Date) and an original UCC-2 or
UCC-3 assignment thereof, as appropriate, in form suitable for
filing, in favor of "[__________________], in its capacity as
trustee for the registered holders of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___],
Commercial Mortgage Pass-Through Certificates, Series
200[_]-[___]";
(ix) an original or copy of the related Ground Lease
relating to such Mortgage Loan, if any;
(x) an original or copy of the related loan agreement,
if any;
(xi) an original of the related guaranty of payment
under, or an original of the letter of credit (which original
shall be delivered by the Trustee to the Master Servicer with a
copy retained) in connection with, such Mortgage Loan, if any;
(xii) an original or copy of the lock-box agreement or
cash management agreement relating to such Mortgage Loan, if
any;
(xiii) an original or copy of the environmental
indemnity from the related Mortgagor, if any;
(xiv) an original or copy of the related security
agreement (if such item is a document separate from the
Mortgage)
and, if applicable, the originals or copies of any intervening
assignments thereof;
(xv) an original assignment of the related security
agreement (if such item is a document separate from the
Mortgage
and if such item is not included in the assignment described in
clause (v)), in favor of "[__________________], in its capacity
as trustee for the registered holders of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___],
Commercial Mortgage Pass-Through Certificates, Series
200[_]-[___]";
(xvi) in the case of a Loan Group, a copy of the
related Co-Lender Agreement;
(xvii) in the case of any Loan as to which there exists
a related mezzanine loan, the original or a copy of the related
intercreditor agreement;
(xviii) an original or copy of any related
Environmental Insurance Policy; and
(xix) with respect to hospitality properties, a signed
copy of the franchise agreement (if any), franchisor comfort
letter (if any) and transfer documents for such comfort letter;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (a)(vi) and (a)(ix) through (a)(xviii) of this
definition,
shall be deemed to include such documents only to the extent the
Trustee or a
Custodian on its behalf has actual knowledge of their existence;
provided,
further, with respect to the Non-Serviced Trust Loans, the
preceding delivery
requirements with respect to clause (a)(i) of this definition will
be satisfied
by delivery of the original Mortgage Note (and all intervening
endorsements) and
with respect to clauses (a)(ii) through (a)(xix) of this definition
by delivery
by the applicable Mortgage Loan Seller of copies of the "mortgage
file"
delivered under the applicable Lead PSA.
"Mortgage Loan" shall mean each of the mortgage loans listed on
the
Mortgage Loan Schedule and from time to time held in the Trust
Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage
Note(s), Mortgage
and other security documents contained in the related Mortgage File
or otherwise
held on behalf of the Trust. The term "Mortgage Loan" includes the
"Loan Group
Trust Mortgage Loan" portion of each Loan Group, but does not
include any
Companion Loans.
"Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan
Purchase
Agreement dated as of [__________], 200[_] and entered into by and
between the
Depositor and the applicable Mortgage Loan Seller.
"Mortgage
Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust
Fund,
attached hereto as Schedule I (and also delivered to the Trustee
and the Master
Servicer in a computer readable format). Such list shall set forth
the following
information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip
code) and name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Monthly Payment due on the first
Due Date following the Closing Date;
(v) the
original Mortgage Rate;
(vi) the (A) remaining term to stated maturity and (B)
Stated Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the
remaining amortization term;
(viii) the Interest Accrual Basis;
(ix) the (A) Administrative Cost Rate, and (B) Master
Servicing Fee Rate (separately identifying any primary
servicing
fee rate or subservicing fee rate included in the Master
Servicing Fee Rate, and in the case of each Loan Group,
separately identifying the Master Servicing Fee Rate applicable
to each Loan in such Loan Group);
(x) whether the Mortgage Loan is secured by a Ground
Lease;
(xi) the Mortgage Loan Seller(s);
(xii) the originator;
(xiii) whether the related Mortgage Loan is a
Defeasance Loan;
(xiv) whether the Mortgage Loan is a
Cross-Collateralized Mortgage Loan and the Cross-Collateralized
Group to which it belongs;
(xv)
whether there is a letter of credit in place for
the related Mortgage Loan; and
(xvi) whether such Mortgage Loan is part of a Serviced
Loan Group, in which case the information required by clauses
(iii), (iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be
set forth for the Companion Loan in such Loan Group.
"Mortgage Loan Sellers" shall mean each of Greenwich Capital
Financial
Products, Inc., [__________________] and [__________________].
"Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with
any rider, addendum or amendment thereto, or any renewal,
substitution or
replacement of such note or notes.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor
REO Mortgage Loan. The Mortgage Pool does not include any Companion
Loan or any
related REO Loan.
"Mortgage Pool Data Update Report" shall mean, with respect to
any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Loans as of the end of the related Collection Period, which report
shall contain
substantially the categories of information regarding the Loans set
forth on
Annex A to the Prospectus Supplement (calculated, where applicable,
on the basis
of the most recent relevant information provided by the Mortgagors
to the Master
Servicer or the Special Servicer, as the case may be, and by the
Master Servicer
or the Special Servicer, as the case may be, to the Trustee), and
which
information shall be presented in tabular format substantially
similar to the
format utilized on such annex and shall also include a loan-by-loan
listing (in
descending balance order) showing loan number, property type,
location, unpaid
principal balance, Mortgage Rate, paid-through date, maturity date,
gross
interest portion of the Monthly Payment, principal portion of the
Monthly
Payment, and any Prepayment Premium or Yield Maintenance Charge
received.
"Mortgage Rate" shall mean, with respect to each Loan (and any
successor
REO Loan with respect thereto), the related annualized rate at
which interest is
scheduled (in the absence of a default) to accrue on such Loan from
time to time
in accordance with the related Mortgage Note and applicable law, as
such rate
may be modified in accordance with Section 3.21 or in connection
with a
bankruptcy, insolvency or similar proceeding involving the related
Mortgagor.
Notwithstanding the foregoing, 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 Mortgage Rate of
such Mortgage
Loan for any one-month period preceding a related Due Date shall 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) in respect of such Mortgage Loan during such
one-month
period at the related Mortgage Rate; provided, however, that with
respect to any
Interest Reserve Mortgage Loan, the Mortgage Rate for (A) the one
month period
preceding the Due Dates that occur in January and February in any
year that is
not a leap year or the one month period preceding the Due Date that
occurs in
February in any year that is a leap year will be determined
exclusive of the
Interest Reserve Amount withheld from that month, and (B) the one
month period
preceding the Due Date in March will be determined inclusive of the
amounts
withheld from the immediately preceding February and, if
applicable, January.
"Mortgaged Property" shall mean the real property (together with
all
improvements and fixtures thereon) subject to the lien of a
Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context
may require, the obligor or obligors under a Loan, including any
Person that has
not signed the related Mortgage Note but owns an interest in the
related
Mortgaged Property, which interest has been encumbered to secure
such Loan.
"Mortgagor Affiliate Holder" shall mean any Companion Loan
Noteholder or
Certificateholder that is a Mortgagor or an Affiliate of the
Mortgagor
(including any Companion Loan Noteholder, its Affiliate, a
Certificateholder or
its Affiliate, in each case, that was a lender of the Mortgagor and
has
foreclosed on the equity interests in the Mortgagor or any
Companion Loan
Noteholder or Certificateholder that acquires, directly or through
an Affiliate,
a direct equity interest in the Mortgaged Property).
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect
to any Distribution Date and any Serviced Loan, the amount, if any,
by which (a)
the aggregate of all Prepayment Interest Shortfalls incurred in
connection with
the receipt of Principal Prepayments and/or, insofar as they result
from the
application of Insurance Proceeds and/or Condemnation Proceeds,
other early
recoveries of principal Received on such Mortgage Loans (including
Specially
Serviced Loans) during the related Collection Period, exceeds (b)
the aggregate
amount deposited by the Master Servicer in the Distribution Account
for such
Distribution Date pursuant to Section 3.20(a) in connection with
such Prepayment
Interest Shortfalls.
"Net Default Charges" shall have the meaning assigned thereto in
Section
3.27(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any Collection Period, the amount, if any, by which the
aggregate of
all interest and other income realized during such Collection
Period on funds
held in such Investment Account (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
Loan documents and applicable law), exceeds the aggregate of all
losses, if any,
incurred during such Collection Period in connection with the
investment of such
funds in accordance with Section 3.06 (exclusive, in the case of a
Servicing
Account, a Reserve Account or the Defeasance Deposit Account, of
any portion of
such losses that were incurred in connection with investments made
for the
benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account
for any Collection Period, the amount by which the aggregate of all
losses, if
any, incurred during such Collection Period in connection with the
investment of
funds held in such Investment Account in accordance with Section
3.06
(exclusive, in the case of a Servicing Account, a Reserve Account
or the
Defeasance Deposit Account, of any portion of such losses that were
incurred in
connection with investments made for the benefit of a Mortgagor),
exceeds the
aggregate of all interest and other income realized during such
Collection
Period on such funds (exclusive, in the case of a Servicing
Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such
interest or
other income payable to a Mortgagor in accordance with the related
Loan
documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of
all
Liquidation Proceeds received with respect to any Specially
Serviced Loan or REO
Property, over the amount of all Liquidation Expenses incurred with
respect
thereto.
"Net Mortgage Rate" shall mean 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,
however, 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 Special Servicer or resulting
from a
bankruptcy, insolvency or similar proceeding involving the
Mortgagor.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration
Received with respect to any Mortgage Loan or REO Mortgage Loan,
net of any
Workout Fee or Liquidation Fee payable therefrom.
"New Lease" shall mean any lease of REO Property entered into at
the
direction of the Special Servicer, including any lease renewed,
modified or
extended on behalf of the Trustee and, in the case of any Serviced
Loan Group,
the related Companion Loan Noteholder, if the Trust has the right
to renegotiate
the terms of such lease.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance or
Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement
Amounts shall
constitute a Nonrecoverable Advance only when the Person making
such
determination in accordance with the procedures specified in the
definition of
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as applicable,
and taking into account factors such as all other outstanding
Advances, either
(a) has determined that such Workout-Delayed Reimbursement Amounts,
would not
ultimately be recoverable from Late Collections or any other
recovery on or in
respect of the related Mortgage Loan or Loan Group or REO Loans, or
(b) has
determined that such Workout-Delayed Reimbursement Amount, along
with any other
Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the
party that made such Advance) or unreimbursed Nonrecoverable
Advances, would not
be ultimately recoverable from the principal portion of future
general
collections on the Mortgage Loans and REO Properties. Any
determination as to
whether an Advance is or, if made, would be a Nonrecoverable
Advance, if made by
the Master Servicer or the Special Servicer shall be made in
accordance with the
Servicing Standard and if made by the Trustee shall be made in such
party's
reasonable, good faith judgment.
"Nonrecoverable P&I Advance" shall mean with respect to any
Mortgage
Loan, any P&I Advance previously made or proposed to be made in
respect of such
Loan or a related REO Loan by the Master Servicer or the Trustee,
which P&I
Advance such party or the Special Servicer has determined will not
be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation
Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of
such Mortgage
Loan, Loan Group or REO Loan, as the case may be. Any determination
as to
whether a P&I Advance is or, if made, would be a Nonrecoverable
P&I Advance, if
made by the Master Servicer or the Special Servicer shall be made
in accordance
with the Servicing Standard and if made by the Trustee shall be
made in such
party's reasonable, good faith judgment.
"Nonrecoverable Servicing Advance" shall mean any Servicing
Advance
previously made or proposed to be made in respect of a Loan or REO
Property by
the Master Servicer, the Special Servicer, the Trustee, or in the
case of the
[__________________] Trust Loan, made by the 200[_]-[___] Master
Servicer, the
200[_]-[___] Special Servicer or the 200[_]-[___] Trustee, or in
the case of the
[__________________] Trust Loan, made by the 200[_]-[___] Master
Servicer, the
200[_]-[___] Special Servicer or the 200[_]-[___] Trustee, which
Servicing
Advance such party has determined will not be ultimately
recoverable from late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds, or
any other recovery on or in respect of such Loan or REO Property,
as the case
may be. Any Servicing Advance that is (i) not required to be repaid
by the
related Mortgagor under the terms of the related Mortgage Loan
documents or (ii)
cannot be collected from the Mortgagor under applicable law shall
be deemed to
be a Nonrecoverable Advance for purposes of the Master Servicer's,
the Special
Servicer's or the Trustee's entitlement to reimbursement for such
Advance. Any
determination as to whether a Servicing Advance is or, if made,
would be a
Nonrecoverable Servicing Advance, if made by the Master Servicer or
the Special
Servicer shall be made in accordance with the Servicing Standard
and if made by
the Trustee shall be made in such party's reasonable, good faith
judgment.
"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the Class XP, Class XC, Class F, Class G, Class H, Class J,
Class K, Class
L, Class M, Class N, Class O, Class P, Class R-I and Class R-II
Certificates are
Non-Registered Certificates.
"Non-Serviced Companion Loan" shall mean each of (i) the
[__________________] Pari Passu Companion Loans and, (ii) the
[__________________] Pari Passu Companion Loans.
"Non-Serviced Loan Group" shall mean, individually or collectively,
as
applicable, (i) the [__________________] Loan Group and, (ii)
the
[__________________] Loan Group.
"Non-Serviced Trust Loan" shall mean each of (i) the
[__________________] Trust Loan and, (ii) the [__________________]
Trust Loan.
"Non-United States Tax Person" shall mean any Person other than a
United
States Tax Person.
"Notional Amount" means, as of any date of determination: (i)
with
respect to all of the Class XP or Class XC Certificates as a Class,
Class XP
Notional Amount or Class XC Notional Amount, as applicable, as of
such date of
determination; and (ii) with respect to any Class XP or Class XC
Certificate,
the product of the Percentage Interest evidenced by such
Certificate and the
Class XP Notional Amount or Class XC Notional Amount, as
applicable, as of such
date of determination.
"Officer's Certificate" shall mean a certificate signed by a
Servicing
Officer of the Master Servicer or the Special Servicer, as the case
may be or by
a Responsible Officer of the Trustee, and shall mean with respect
to any other
Person, a certificate signed by any of the Chairman of the Board,
the Vice
Chairman of the Board, the President, any Vice President or
Managing Director,
an Assistant Vice President or any other authorized officer
(however
denominated) or another officer customarily performing functions
similar to
those performed by any of the above designated officers or, with
respect to a
particular matter, any other officer to whom such matter is
referred because of
such officer's knowledge of and familiarity with the particular
subject.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may,
without limitation, be salaried counsel for the Depositor, the
Master Servicer
or the Special Servicer, acceptable in form and delivered to the
Trustee or any
other specified Person, as the case may be, except that any opinion
of counsel
relating to (a) the qualification of the Lower-Tier REMIC or the
Upper-Tier
REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c)
qualification of
the Grantor Trust as a grantor trust, (d) compliance with the
Grantor Trust
Provisions, (e) whether any act or event would cause an Adverse
REMIC Event or
Adverse Grantor Trust Event, or (f) the resignation of the Master
Servicer or
the Special Servicer pursuant to this Agreement, must be a written
opinion of
Independent counsel acceptable to and delivered to the Trustee or
any other
specified Person, as the case may be.
"Original Class Principal Balance" shall mean, with respect to any
Class
of Principal Balance Certificates, the initial Class Principal
Balance thereof
as of the Closing Date, in each case as specified in the
Preliminary Statement.
"Original Lower-Tier Principal Amount" shall mean the amount set
forth
under the column bearing such title in the table in the Preliminary
Statement
hereto.
"OTS" shall mean the Office of Thrift Supervision or any
successor
thereto.
"Ownership Interest" shall mean, as to any Certificate, any
ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance" shall mean, as to any Mortgage Loan or a related
REO Loan,
any advance made by the Master Servicer or the Trustee pursuant to
Section 4.03
or Section 4.03A, as applicable.
"Pari Passu Companion Loan" shall have the meaning assigned thereto
in
the Preliminary Statement.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates for any Interest
Accrual Period, [_______]% per annum;
(b) with respect to the Class A-2 Certificates for any Interest
Accrual Period, [_______]% per annum;
(c) with respect to the Class A-3 Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(d) with respect to the Class A-4-1 Certificates for any
Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(e) with respect to the Class A-4-2 Certificates for any
Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(f) with respect to the Class A-AB Certificates for any
Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period
(g) with respect to the Class A-5 Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(h) with respect to the Class A-M Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i)
[_______]% per
annum and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(i) with respect to the Class A-J Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period minus
[_______]%;
(j) with respect to the Class B Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(k) with respect to the Class C Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(l) with respect to the Class D Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(m) with respect to the Class E Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(n) with respect to the Class F Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(o) with respect to the Class G Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(p) with respect to the Class H Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average
Net
Mortgage Rate for such Interest Accrual Period;
(q) with respect to each of the Class J, Class K, Class L,
Class
M, Class N, Class O and Class P Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) [_______]% per
annum
and (ii) the Weighted Average Net Mortgage Rate for such
Interest
Accrual Period;
(r) with respect to the Class XC Certificates for any Interest
Accrual Period, an annual rate equal to the weighted average of
the
Class XC Strip Rates for the Components for such Distribution
Date
(weighted on the basis of the respective Component Notional Amounts
of
such Components outstanding immediately prior to such
Distribution
Date); and
(s) with respect to the Class XP Certificates for any Interest
Accrual Period, an annual rate equal to the weighted average of
the
Class XP Strip Rates for the respective Class XP Components for
such
Distribution Date (weighted on the basis of the respective
Component
Notional Amounts of such Components outstanding immediately prior
to
such Distribution Date).
"PCAOB" means the Public Company Accounting Oversight Board.
"Performance Certification" as defined in Section 11.08.
"Percentage Interest" shall mean: (a) with respect to any
Regular
Interest Certificate, the portion of the relevant Class evidenced
by such
Certificate, expressed as a percentage, the numerator of which is
the
Certificate Principal Balance or Notional Amount, as the case may
be, of such
Certificate as of the Closing Date, as specified on the face
thereof, and the
denominator of which is the Original Class Principal Balance or
initial Notional
Amount, as the case may be, of the relevant Class; and (b) with
respect to
Residual Interest Certificate, the percentage interest in
distributions to be
made with respect to the relevant Class, as stated on the face of
such
Certificate.
"Performance Certification" shall have the meaning assigned to such
term
in Section 11.06.
"Performing Party" shall have the meaning assigned to such term
in
Section 11.12.
"Performing Serviced Loan" shall mean any Serviced Loan as to which
a
Servicing Transfer Event has never occurred and any Corrected
Loan.
"Permitted
Encumbrances" shall have the meaning assigned thereto in
Section 2.04(b)(viii).
"Permitted Investments" shall mean any one or more of the
following
obligations or securities (including obligations or securities of
the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully
guaranteed as to timely payment of principal and interest by,
the
United States or any agency or instrumentality thereof (having
original maturities of not more than 365 days), provided that
such obligations are backed by the full faith and credit of the
United States. Such obligations must be limited to those
instruments that have a predetermined fixed dollar amount of
principal due at maturity that cannot vary or change. Interest
may either be fixed or variable. If such interest is variable,
interest must be tied to a single interest rate index plus a
single fixed spread (if any), and move proportionately with
that
index;
(ii) repurchase obligations with respect to any
security described in clause (i) of this definition (having
original maturities of not more than 365 days), provided that
the
short-term deposit or debt obligations of the party agreeing to
repurchase such obligations are rated in the highest rating
category of each of S&P and Moody's (or, in the case of any
Rating Agency, such lower rating as will not result in an
Adverse
Rating Event with respect to any Class of Certificates or
Companion Loan Securities, as evidenced in writing by such
Rating
Agency). In addition, any such item by its terms must have a
predetermined fixed dollar amount of principal due at maturity
that cannot vary or change. Interest may either be fixed or
variable. If such interest is variable, interest must be tied
to
a single interest rate index plus a single fixed spread (if
any),
and move proportionately with that index;
(iii) certificates of deposit, time deposits, demand
deposits and bankers' acceptances of any bank or trust company
organized under the laws of the United States or any state
thereof (having original maturities of not more than 365 days),
the short term obligations of which are rated in the highest
rating category of each of S&P and Moody's (or, in the case
of
any Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Certificates
or
Companion Loan Securities, as evidenced in writing by such
Rating
Agency). In addition, any such item by its terms must have a
predetermined fixed dollar amount of principal due at maturity
that cannot vary or change. Interest may either be fixed or
variable. If such interest is variable, interest must be tied
to
a single interest rate index plus a single fixed spread (if
any),
and move proportionately with that index;
(iv) commercial paper (having original maturities of
not more than 90 days) of any corporation incorporated under
the laws of the United States or any state thereof (or if not
so incorporated, the commercial paper is United States Dollar
denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction)
which is rated in the highest rating category of each of
S&P
and Moody's (or, in the case of any Rating Agency, such lower
rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by such Rating Agency). In
addition, such commercial paper by its terms must have a
predetermined fixed dollar amount of principal due at maturity
that cannot vary or change. Interest may either be fixed or
variable. If such interest is variable, interest must be tied
to a single interest rate index plus a single fixed spread (if
any), and move proportionately with that index;
(v) units of money market funds rated in the highest
applicable rating category of each of S&P and Moody's (or, in
the
case of any Rating Agency, such lower rating as will not result
in an Adverse Rating Event with respect to any Class of
Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency) and which seeks to maintain a
constant net asset value; and
(vi) any other obligation or security that (A) is
acceptable to each Rating Agency, evidence of which
acceptability
shall be provided in writing by each Rating Agency to the
Master
Servicer, the Special Servicer and the Trustee, and (B)
constitutes a "cash flow investment" (within the meaning of the
REMIC
Provisions), as evidenced by an Opinion of Counsel obtained
at the expense of the Person that wishes to include such
obligation or security as a Permitted Investment;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; (2) no investment described hereunder may
be purchased
at a price greater than par if such investment may be prepaid or
called at a
price less than its purchase price prior to stated maturity; and
(3) no
investment described hereunder may have a "r" highlighter or other
comparable
qualifier attached to its rating.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest
Certificate other than (a) a Disqualified Organization, (b) any
Person as to
whom, as determined by the Trustee (based upon an Opinion of
Counsel, obtained
at the request of the Trustee at the expense of such Person or the
Person
seeking to Transfer a Residual Interest Certificate, supporting
such
determination), the Transfer of a Residual Interest Certificate may
cause either
REMIC Pool to fail to qualify as a REMIC at any time that any
Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a
Disqualified
Partnership, or (e) a United States Tax Person with respect to whom
interest is
attributable to a foreign permanent establishment or fixed base
(within the
meaning of any applicable income tax treaty between the United
States and any
foreign jurisdiction) of such Person or any other United States Tax
Person.
"Person" shall mean any individual, corporation, partnership,
joint
venture, association, joint-stock company, limited liability
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan" shall have the meaning assigned thereto in Section
5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as to
any
taxable year of each REMIC Pool, the Holder of Certificates
entitled to the
largest percentage of the Voting Rights allocated to the related
Class of
Residual Interest Certificates.
"Pool Custodial Account" shall mean the segregated 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
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates,
Series
200[_]-[___]."
"Pool REO Account" shall mean the segregated account or accounts
created
and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled
"[__________________], as Special Servicer, on behalf of
[__________________],
as Trustee, in trust for the registered holders of Greenwich
Capital Commercial
Funding Corp., Commercial Mortgage Trust 200[_]-[___], Commercial
Mortgage
Pass-Through Certificates, Series 200[_]-[___]."
"Prepayment Assumption" shall mean, for purposes of determining
the
accrual of original issue discount, market discount and premium, if
any, on the
Certificates for federal income tax purposes, the assumption that
no Mortgage
Loan is prepaid prior to stated maturity.
"Prepayment Consideration" shall mean any Prepayment Premium or
Yield
Maintenance Charge.
"Prepayment Consideration Entitlement" shall mean, with respect to
(i)
any Distribution Date on which any Net Prepayment Consideration
Received on any
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) is
distributable and (ii) each of the Class A-1, Class A-2, Class A-3,
Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-M, Class A-J, Class B,
Class C,
Class D, Class E, Class F, Class G and Class H Certificates
entitled to
distributions of principal on such Distribution Date, an amount
equal to the
product of (a) such Net Prepayment Consideration, multiplied by (b)
a fraction
(not greater than 1.0 or less than 0.0), the numerator of which is
equal to the
excess, if any, of the Pass-Through Rate for such Class of
Principal Balance
Certificates over the relevant Discount Rate, and the denominator
of which is
equal to the excess, if any, of the Mortgage Rate for such Mortgage
Loan (or REO
Mortgage Loan) over the relevant Discount Rate.
"Prepayment Interest Excess" shall mean with respect to any
Serviced
Loan and the Non-Serviced Trust Loans that were subject to a
Principal
Prepayment in full or in part made (or, if resulting from the
application of
Insurance Proceeds or Condemnation Proceeds, any other early
recovery of
principal received) after its Due Date in any Collection Period,
any payment of
interest (net of related Master Servicing Fees) actually collected
from the
related Mortgagor or otherwise and intended to cover interest
accrued on such
Principal Prepayment during the period from and after such Due Date
(exclusive,
however, of any related Prepayment Premium or Yield Maintenance
Charge that may
have been collected).
"Prepayment Interest Shortfall" shall mean with respect to any
Serviced
Loan and the Non-Serviced Trust Loans that were subject to a
Principal
Prepayment in full or in part made (or, if resulting from the
application of
Insurance Proceeds or Condemnation Proceeds, any other early
recovery of
principal received) prior to its Due Date in any Collection Period,
the amount
of interest, to the extent not collected from the related Mortgagor
or otherwise
(without regard to any Prepayment Premium or Yield Maintenance
Charge that may
have been collected), that would have accrued at a rate per annum
equal to the
related Mortgage Rate (net of the rate at which the related Master
Servicing
Fees that are payable on such Loan accrue) on the amount of such
Principal
Prepayment during the period from the date to which interest was
paid by the
related Mortgagor to, but not including, such Due Date.
"Prepayment Premium" shall mean any premium, penalty or fee (other
than
a Yield Maintenance Charge) paid or payable, as the context
requires, as a
result of a Principal Prepayment on, or other early collection of
principal of,
a Loan.
"Primary Servicer" shall mean [__________________], in its capacity
as
primary servicer with respect to those Mortgage Loans set forth on
Schedule VII
herein.
"Primary Servicing Agreement" shall mean the written contract
between
the Master Servicer and the Primary Servicer relating to the
Mortgage Loans set
forth on Schedule VII herein.
"Primary Servicing Office" shall mean the offices of the Master
Servicer
or the Special Servicer, as the context may require, that are
primarily
responsible for such party's servicing obligations hereunder. As of
the Closing
Date, the Primary Servicing Office of the Master Servicer is
located at
[____________________________________________________], and the
Primary
Servicing Office of the Special Servicer is located at
[____________________
___________________________________________].
"Prime Rate" shall mean the "prime rate" published in the "Money
Rates"
section of The Wall Street Journal, as such "prime rate" may change
from time to
time. If The Wall Street Journal ceases to publish the "prime
rate," then the
Trustee shall select an equivalent publication that publishes such
"prime rate";
and if such "prime rate" is no longer generally published or is
limited,
regulated or administered by a governmental or quasi-governmental
body, then the
Trustee shall select a comparable interest rate index. In either
case, such
selection shall be made by the Trustee in its sole discretion and
the Trustee
shall notify the Master Servicer, the Special Servicer and the
Companion Loan
Noteholders in writing of its selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than the Class X Certificates).
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without
duplication) of the
following:
(a) the aggregate of all payments of principal (other than
Principal Prepayments) Received with respect to the Serviced
Loans
during the related Collection Period, in each case exclusive of
any
portion of the particular payment that represents a Late Collection
of
principal for which a P&I Advance was previously made under
this
Agreement for a prior Distribution Date or that represents the
principal
portion of a Monthly Payment due on or before the Cut-off Date or
on a
Due Date subsequent to the related Collection Period;
(b) the aggregate of the principal portions of all Monthly
Payments due in respect of the Serviced Loans for their respective
Due
Dates occurring during the related Collection Period, that were
Received
prior to the related Collection Period;
(c) the aggregate of all Principal Prepayments Received on the
Serviced Loans during the related Collection Period;
(d) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds Received with respect to any
Serviced
Loans during the related Collection Period that were identified
and
applied by the Master Servicer as recoveries of principal of
such
Mortgage Loans, in each case exclusive of any portion of such
proceeds
that represents a Late Collection of principal due on or before
the
Cut-off Date or for which a P&I Advance was previously made
under this
Agreement for a prior Distribution Date;
(e) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and REO Revenues Received with respect
to
any REO Properties during the related Collection Period that
were
identified and applied by the Master Servicer as recoveries of
principal
of the related REO Mortgage Loans, in each case exclusive of any
portion
of such proceeds and/or revenues that represents a Late Collection
of
principal due on or before the Cut-off Date or for which a P&I
Advance
was previously made under this Agreement for a prior Distribution
Date;
(f) the aggregate of the principal portions of all P&I
Advances
made under this Agreement with respect to the Mortgage Loans and
any REO
Mortgage Loans for such Distribution Date; and
(g) all amounts received by the Master Servicer on or prior to
12:00 noon (New York City time) on the Master Servicer Remittance
Date
from the applicable Lead Master Servicer in respect of principal
for the
Non-Serviced Trust Loans (which shall include the principal portion
of
any P&I Advance made by the applicable Lead Master
Servicer);
provided that none of the amounts set forth in clauses (a) to (g)
above shall
represent amounts received, due or advanced on or in respect of any
Companion
Loan or any successor REO Loan thereto; provided, further, 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 deemed 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.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by the Mortgagor on a Loan that is Received in advance of its
scheduled Due
Date and that is not accompanied by an amount of interest (without
regard to any
Prepayment Premium or Yield Maintenance Charge that may have been
collected)
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
"Prohibited Transaction Exemption" shall mean Prohibited
Transaction
Exemption 90-59 granted to Greenwich Capital Markets by the United
States
Department of Labor, as such Prohibited Transaction Exemption may
be amended
from time to time.
"Proposed Plan" shall have the meaning assigned thereto in
Section
3.18(a)(iii).
"Prospectus" shall mean the prospectus dated [__________], 200[_],
as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement
dated
[__________], 200[_], relating to the Registered Certificates.
"Purchase Option Holders" shall have the meaning assigned thereto
in
Section 3.19(b).
"Purchase Price" shall mean, with respect to any Mortgage Loan (or
REO
Property), a cash price equal to the aggregate of: (a) the
outstanding principal
balance of such Mortgage Loan (or the successor REO Loan) as of the
date of
purchase, (b) all accrued and unpaid interest on such Mortgage Loan
(or the
successor REO Loan) to, but not including, the Due Date in the
Collection Period
of purchase (exclusive, however, of any portion of such accrued but
unpaid
interest that represents Default Interest), (c) all related
unreimbursed
Servicing Advances (including Advances that were reimbursed out of
general
collections of the Mortgage Pool and not reimbursed by, or on
behalf of, the
related Mortgagor), if any, (d) all accrued and unpaid interest, if
any, in
respect of related Advances in accordance with, as applicable,
Section 3.12(b),
Section 4.03(d) and/or Section 4.03A(d), and (e) in the case of a
repurchase by
the applicable Mortgage Loan Seller pursuant to Section 2.03(a) and
the
applicable Mortgage Loan Purchase Agreement, (i) to the extent not
otherwise
included in the amount described in clause (d) of this definition,
any unpaid
Special Servicing Fees, Workout Fees and other Additional Trust
Fund Expenses
with respect to such Mortgage Loan (or REO Property), including any
Liquidation
Fee payable because the subject repurchase occurred outside the
applicable cure
period set forth in Section 2.03 with respect to the Material
Document Defect or
Material Breach that gave rise to the repurchase, and (ii) to the
extent not
otherwise included in the amount described in clause (c) of this
definition, any
costs and expenses incurred by the Master Servicer, the Special
Servicer or the
Trustee (on behalf of the Trust) in enforcing the obligation of
such Person to
purchase such Mortgage Loan.
"Qualified Bidder" shall have the meaning assigned thereto in
Section
7.01(c).
"Qualified Institutional Buyer" or "QIB" shall mean a
"qualified
institutional buyer" as defined in Rule 144A under the Securities
Act.
"Qualified Insurer" shall mean an insurance company or security
or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction.
"Rated Final Distribution Date" shall mean, for the purposes of
this
Agreement, the Distribution Date in [_________] 20[ ].
"Rating Agency" shall mean each of S&P and Moody's.
Notwithstanding the
foregoing, when used with respect to any Companion Loan Securities
Rating Agency
means any rating agencies that rated such Companion Loan
Securities.
"Realized Loss" shall mean: (1) with respect to each Loan as to
which a
Final Recovery Determination has been made, or with respect to any
successor REO
Loan as to which a Final Recovery Determination has been made as to
the related
REO Property, an amount (not less than zero) equal to the excess,
if any, of (a)
the sum of (i) the unpaid principal balance of such Loan or REO
Loan, as the
case may be, as of the commencement of the Collection Period in
which the Final
Recovery Determination was made, plus (ii) without taking into
account the
amount described in subclause (1)(b) of this definition, all
accrued but unpaid
interest on such Loan or such REO Loan, as the case may be, to but
not including
the Due Date in the Collection Period in which the Final Recovery
Determination
was made (exclusive, however, of any portion of such accrued but
unpaid interest
that represents Default Interest), over (b) all payments and
proceeds, if any,
Received in respect of such Loan or, to the extent allocable to
such REO Loan,
the related REO Property, as the case may be, during the Collection
Period in
which such Final Recovery Determination was made, insofar as such
payments and
proceeds are allocable to interest (other than Default Interest) on
or principal
of such Loan or REO Loan; (2) with respect to each Loan as to which
any portion
of the principal or previously accrued interest payable thereunder
was canceled
in connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or a modification, extension, waiver or amendment of such
Loan granted
or agreed to by the Special Servicer pursuant to Section 3.21, the
amount of
such principal and/or interest (other than Default Interest) so
canceled; and
(3) with respect to each Loan as to which the Mortgage Rate thereon
has been
permanently reduced and not recaptured for any period in connection
with a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, extension, waiver or amendment of such Loan granted
or agreed to
by the Special Servicer pursuant to Section 3.21, the amount of the
consequent
reduction in the interest portion of each successive Monthly
Payment due thereon
(each such Realized Loss shall be deemed to have been incurred on
the Due Date
for each affected Monthly Payment); provided, however, that any
Loan Group shall
be deemed to be a single Loan for purposes of this definition.
"Received" shall mean in the case of any Loan or REO Property,
received
by the Master Servicer or any of its Sub-Servicers, the Special
Servicer or any
of its Sub-Servicers or the Trustee, as the case may be, in any
event on behalf
of the Trust.
"Record Date" shall mean: with respect to the initial Distribution
Date,
the Closing Date; and, with respect to any other Distribution Date,
the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Recording/Filing Agent" shall have the meaning assigned thereto
in
Section 2.01(c).
"Recovered Amount" shall have the meaning assigned thereto in
Section
1.03(c).
"Reference Rate" shall mean, with respect to any Interest
Accrual
Period, the rate per annum set forth on the Reference Rate
Schedule.
"Registered Certificate" shall mean any Certificate that has been
the
subject of registration under the Securities Act. As of the Closing
Date, the
Class A-1, Class A-2, Class A-3, Class A-4-1, Class A-4-2, Class
A-AB, Class
A-5, Class A-M, Class A-J, Class B, Class C, Class D and Class E
Certificates
are Registered Certificates.
"Regular Interest Certificate" shall mean any Certificate other
than a
Class R-I Certificate or Class R-II Certificate.
"Regulation AB" means Subpart 229.1100 - Asset Backed
Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation S" shall mean Regulation S under the Securities
Act.
"Regulation S Global Certificates" shall mean, with respect to any
Class
of Book-Entry Non-Registered Certificates offered and sold outside
of the United
States in reliance on Regulation S, one or more global
Certificates,
collectively, in definitive, fully registered form without interest
coupons,
each of which Certificates bears a Regulation S Legend.
"Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the
United
States in reliance on Regulation S, a legend generally to the
effect that such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
date that is
40 days after the later of (a) the commencement of the offering to
Persons other
than distributors in reliance on Regulation S, and (b) the date of
closing of
the offering, except pursuant to an exemption from the registration
requirements
of the Securities Act.
"Regulation S Restricted Certificate": Any Certificate that is not
rated
in one of the four highest generic ratings categories by a Rating
Agency.
"Reimbursement Rate" shall mean the rate per annum applicable to
the
accrual of interest, compounded annually, on Servicing Advances in
accordance
with Section 3.12(b) and on P&I Advances in accordance with, as
applicable,
Section 4.03(d) or Section 4.03A(d), which rate per annum is equal
to the Prime
Rate.
"Release Date" shall have the meaning assigned thereto in
Section
5.02(b).
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to
a specific party, as set forth on Exhibit O attached hereto. For
clarification
purposes, multiple parties can have responsibility for the same
Relevant
Servicing Criteria. With respect to a Servicing Function
Participant engaged by
the Master Servicer, the Special Servicer or the Trustee, the term
"Relevant
Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria
applicable to the Master Servicer, the Special Servicer or the
Trustee.
"REMIC" shall mean a "real estate mortgage investment conduit"
as
defined in Section 860D of the Code.
"REMIC Pool" shall mean either of the Lower-Tier REMIC and/or
the
Upper-Tier REMIC, as applicable.
"REMIC Provisions" shall mean the provisions of the federal income
tax
law relating to REMICs, which appear at Sections 860A through 860G
of Subchapter
M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and
final Treasury regulations and any published rulings, notices and
announcements
promulgated thereunder, as the foregoing may be in effect from time
to time.
"Rents from Real Property" shall mean, with respect to any REO
Property,
gross income of the character described in Section 856(d) of the
Code.
"REO Account" shall mean either of the Pool REO Account or the
applicable Loan Group REO Account.
"REO Acquisition" shall mean the acquisition of any REO
Property
pursuant to Section 3.09.
"REO Disposition" shall mean the sale or other disposition of any
REO
Property pursuant to Section 3.19.
"REO Extension" shall have the meaning assigned thereto in
Section
3.17(a).
"REO Loan" shall mean the mortgage loan (or, if any Loan Group
is
involved, any of the mortgage loans comprising such Loan Group)
deemed for
purposes hereof to be outstanding with respect to each REO Property
or, with
respect to a Non-Serviced Trust Loan, the Loan deemed outstanding
when the
related Mortgaged Property is acquired on behalf of the holders
under the Lead
PSA. Each REO Loan shall be deemed to provide for monthly payments
of principal
and/or interest equal to its Assumed Monthly Payment and otherwise
to have the
same terms and conditions as its predecessor Loan (such terms and
conditions to
be applied without regard to the default on such predecessor Loan
and the
acquisition of the related REO Property as part of the Trust
Fund).
"REO Mortgage Loan" shall mean any REO Loan that relates to a
predecessor Mortgage Loan.
"REO Property" shall mean a Mortgaged Property acquired on behalf
and in
the name of the Trustee for the benefit of the Certificateholders
(or, in the
case of the Loan Group Mortgaged Properties (other than the
Non-Serviced Loan
Groups, which are being serviced under the applicable Lead PSA),
for the benefit
of the Certificateholders and the Companion Loan Noteholders, as
their interests
may appear), through foreclosure, acceptance of a deed-in-lieu of
foreclosure or
otherwise in accordance with applicable law in connection with the
default or
imminent default of a Loan.
"REO Revenues" shall mean all income, rents, profits and
proceeds
derived from the ownership, operation or leasing of any REO
Property.
"REO Tax" shall have the meaning assigned thereto in Section
3.18(a).
"Reportable Event" has the meaning set forth in Section 11.07.
"Reporting Servicer" has the meaning set forth in Section
11.10.
"Repurchased Note" shall have the meaning assigned thereto in
[Section
3.29].
"Repurchased Percentage Interest" shall have the meaning
assigned
thereto in [Section 3.29].
"Repurchasing Seller" shall have the meaning assigned thereto
in
[Section 3.29].
"Request for Release" shall mean a request signed by a Servicing
Officer
of, as applicable, the Master Servicer in the form of Exhibit D-1
attached
hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal" shall mean, with respect to each Required
Appraisal
Loan, an appraisal of the related Mortgaged Property from an
Independent
Appraiser selected by the party required or authorized to obtain
such appraisal
hereunder, which appraisal shall be prepared in accordance with 12
CFR ss.
225.62 and conducted in accordance with the standards of the
Appraisal Institute
or, in the case of a Required Appraisal Loan having a Stated
Principal Balance
of, or in the case of a Mortgaged Property that has an allocated
loan amount of,
less than $2,000,000, if no satisfactory (as determined by the
Special Servicer
pursuant to Section 3.09(a)) appraisal meeting the foregoing
criteria was
obtained or conducted within the prior 12 months, a "desktop" value
estimate
performed by the Special Servicer.
"Required Appraisal Loan" shall mean any Serviced Loan or Serviced
Loan
Group:
(i) that becomes a Modified Loan,
(ii) that is 60 days
or more delinquent in respect of
any Monthly Payment, except for a Balloon Payment,
(iii) such Mortgage Loan is delinquent in respect of
its Balloon Payment, if any, for (A) 20 days, or (B) if the
related Mortgagor shall have delivered a refinancing commitment
acceptable to the Special Servicer prior to the date the
subject
Balloon Payment was due, 30 days;
(iv) with respect to which the related Mortgaged
Property has become an REO Property,
(v) with respect to which a receiver or similar
official is appointed and continues for 60 days in such
capacity
in respect of the related Mortgaged Property,
(vi) with respect to which the related Mortgagor is
subject to a bankruptcy, insolvency or similar proceedings,
which, in the case of an involuntary bankruptcy, insolvency or
similar proceeding, has not been dismissed within 60 days of
the
commencement thereof, or
(vii) that remains outstanding five (5) years following
any extension of its maturity date pursuant to Section 3.21.
Any Required Appraisal Loan (other than a Mortgage Loan that became
a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be
such at such
time as it has become a Corrected Loan (except if such Required
Appraisal Loan
had not become a Specially Serviced Loan at the time the applicable
event(s)
described in any of clauses (i) through (vii) above ceased to
exist), it has
remained current for at least three (3) consecutive Monthly
Payments, and no
other event described in clauses (i) through (vii) above has
occurred with
respect thereto during the preceding three-month period; provided
that the term
"Required Appraisal Loan" shall include any successor REO Loan(s);
and provided,
further, that any Serviced Loan Group shall, upon the occurrence of
any of the
events described in clauses (i) through (vii) of this definition in
respect of
any Loan in such Serviced Loan Group, be deemed to be a single
"Required
Appraisal Loan."
"Required Appraisal Value" shall mean, with respect to any
Mortgaged
Property securing (or REO Property relating to) a Required
Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of
the Appraised
Value of such Mortgaged Property (or REO Property) as determined by
the most
recent Required Appraisal or any letter update of such Required
Appraisal (as it
may be adjusted downward by the Special Servicer in accordance with
the
Servicing Standard (without implying any duty to do so) based upon
its review of
the Appraisal or estimate and such other information as it may
deem
appropriate), over (ii) the amount of any obligations secured by
liens on such
Mortgaged Property (or REO Property) that are prior to the lien of
the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and
Reserve
Funds held by the Master Servicer in respect of such Required
Appraisal Loan
that (i) are not being held in respect of any real estate taxes and
assessments,
insurance premiums or, if applicable, ground rents, (ii) are not
otherwise
scheduled to be applied or utilized (except to pay debt service on
such Required
Appraisal Loan) within the twelve-month period following the date
of
determination and (iii) may be applied towards the reduction of the
principal
balance of such Required Appraisal Loan; plus (c) the amount of any
letter of
credit constituting additional security for such Required Appraisal
Loan and
that may be applied towards the reduction of the principal balance
of such
Required Appraisal Loan.
"Reserve Account" shall mean any account established by the
Master
Servicer, pursuant to Section 3.03(d), as to which Reserve Funds
shall be
deposited.
"Reserve Funds" shall mean, with respect to any Serviced Loan,
any
amounts delivered by the related Mortgagor to be held by or on
behalf of the
mortgagee representing reserves for repairs, capital improvements
and/or
environmental remediation in respect of the related Mortgaged
Property or debt
service on such Loan.
"Residual Interest Certificate" shall mean a Class R-I or Class
R-II
Certificate.
"Responsible Officer" shall mean, with respect to the Trustee, any
Vice
President, any Assistant Vice President, any Trust Officer, any
Assistant
Secretary or any other officer of the Trustee's Global Securities
and Trust
Services Group customarily performing functions similar to those
performed by
any of the above designated officers and having direct
responsibility for the
administration of this Agreement.
"Review Package" shall mean a package of documents consisting of
a
memorandum outlining the analysis and recommendation (in accordance
with the
Servicing Standard) of the Master Servicer or the Special Servicer,
as the case
may be, with respect to the matters that are the subject thereof,
and copies of
all relevant documentation.
"Rule 144A Global Certificate" shall mean, with respect to any
Class of
Book-Entry Non-Registered Certificates, one or collectively more
global
certificates representing such Class registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, none
of which certificates bears a Regulation S Legend, and each of
which
certificates has a Rule 144A CUSIP number.
"S&P" shall mean Standard & Poor's Ratings Services, a
division of The
McGraw-Hill Companies, Inc. or its successor in interest. If
neither such rating
agency nor any successor remains in existence, "S&P" shall be
deemed to refer to
such other nationally recognized statistical rating agency or other
comparable
Person designated by the Depositor, notice of which designation
shall be given
to the Trustee, the Master Servicer and the Special Servicer, and
specific
ratings of Standard & Poor's Ratings Services, a division of
The McGraw-Hill
Companies, Inc. herein referenced shall be deemed to refer to the
equivalent
ratings of the party so designated.
"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the
rules
and regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification" shall have the meaning assigned to
such
term in Section 11.06.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Service(s)(ing)" means, in accordance with Regulation AB, the act
of
servicing and administering the Mortgage Loans or any other assets
of the Trust
by an entity that meets the definition of "servicer" set forth in
Item 1101 of
Regulation AB and is subject to the disclosure requirements set
forth in Item
1108 of Regulation AB. For clarification purposes, any
uncapitalized occurrence
of this term shall have the meaning commonly understood by
participants in the
commercial mortgage-backed securities market.
"Serviced Companion Loan" shall mean each of the
[___________________]
Pari Passu Companion Loan, [___________________] Pari Passu
Companion Loans, the
[___________________] Subordinate Companion Loan, the
[___________________]
Subordinate Companion Loan, the [___________________] Subordinate
Companion
Loan, the [___________________] Pari Passu Companion Loan, the
[___________________] Subordinate Companion Loan, the
[___________________]
Subordinate Companion Loan and the [___________________]
Subordinate Companion
Loan.
"Serviced Loan" shall mean any Loan (including a Specially
Serviced
Loan, but excluding an REO Loan) that is, as contemplated by
Section 3.01, to be
serviced and administered by the Master Servicer and/or the Special
Servicer
hereunder, which includes the Mortgage Loans (other than the
Non-Serviced Trust
Loans) and the Companion Loans (other than the Non-Serviced
Companion Loans).
"Serviced Loan Group" shall mean each of the [___________________]
Loan
Group, [___________________] Loan Group, [___________________]
Group,
[___________________] Loan Group, the Tier 1 Loan Groups, the Tier
2 Loan Groups
and the Tier 3 Loan Groups.
"Serviced Loan Group Trust Mortgage Loan" shall mean each of
the
[___________________] Trust Loan, [___________________] Trust
Loan,
[___________________] Trust Loan, [___________________] Trust
Loan,
[___________________] Trust Loan, [___________________] Trust
Loan,
[___________________] Trust Loan, [___________________] Trust Loan
and
[___________________] Trust Loan.
"Serviced Pari Passu Companion Loan" shall mean any Pari Passu
Companion
Loan that is also a Serviced Companion Loan.
"Servicer Fee Amount" shall mean: (a) with respect to each
Sub-Servicer,
as of any date of determination, the aggregate of the products
obtained by
multiplying, for each Serviced Loan primary serviced by such
Sub-Servicer, (i)
the principal balance of such Loan as of the end of the immediately
preceding
Collection Period and (ii) the sub-servicing fee rate specified in
the related
Sub-Servicing Agreement for such Loan; and (b) with respect to the
Master
Servicer, as of any date of determination, the aggregate of the
products
obtained by multiplying, for each Serviced Loan and the
Non-Serviced Trust
Loans, (i) the principal balance of such Loan or the Non-Serviced
Trust Loans,
as applicable, as of the end of the immediately preceding
Collection Period and
(ii) the excess, if any, of the Master Servicing Fee Rate for such
Loan or the
Non-Serviced Trust Loans, as applicable, over the sub-servicing fee
rate (if
any) applicable to such Loan, as specified in any Sub-Servicing
Agreement
related to such Loan and any Broker Strip applicable to such
Loan.
"Servicer Reports" shall mean each of the files and reports
comprising
the CMSA Investor Reporting Package (excluding the CMSA Bond Level
File, the
CMSA Collateral Summary File and CMSA Reconciliation of Funds).
"Servicing Account" shall have the meaning assigned thereto in
Section
3.03(a).
"Servicing Advances" shall mean all customary, reasonable and
necessary
"out of pocket" costs and expenses (including attorneys' fees and
fees and
expenses of real estate brokers) incurred by the Master Servicer,
the Special
Servicer or the Trustee in connection with the servicing and
administration of a
Serviced Loan, if a default is imminent thereunder or a default,
delinquency or
other unanticipated event has occurred with respect thereto, or in
connection
with the administration of any REO Property, including, but not
limited to, the
cost of (a) compliance with the obligations of the Master Servicer,
the Special
Servicer or the Trustee, if any, set forth in Section 3.03(c), (b)
the
preservation, insurance, restoration, protection and management of
a Mortgaged
Property, including the cost of any "forced placed" insurance
policy purchased
by the Master Servicer to the extent such cost is allocable to a
particular
Mortgaged Property that the Master Servicer or the Special Servicer
is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining
any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any
enforcement or
judicial proceedings with respect to a Mortgaged Property,
including
foreclosures, (e) any Required Appraisal or any other appraisal or
update
thereof expressly permitted or required to be obtained hereunder,
(f) the
operation, management, maintenance and liquidation of any REO
Property, (g)
obtaining any related ratings confirmation and (h) the Master
Servicer, Special
Servicer or Trustee fulfilling its obligations under Section 2.03;
provided
that, notwithstanding anything to the contrary, "Servicing
Advances" shall not
include allocable overhead of the Master Servicer, the Special
Servicer or the
Trustee, such as costs for office space, office equipment, supplies
and related
expenses, employee salaries and related expenses and similar
internal costs and
expenses, or costs and expenses incurred by any such party in
connection with
its purchase of any Loan or REO Property pursuant to any provision
of this
Agreement, or the applicable Co-Lender Agreement.
"Servicing Criteria" means the criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB, as such may be amended from time to
time.
"Servicing Fees" shall mean with respect to each Serviced Loan and
the
Non-Serviced Trust Loans (and any successor REO Loan with respect
thereto), the
Master Servicing Fee and the Special Servicing Fee.
"Servicing File" shall mean, (i) with respect to each Serviced
Loan,
collectively, any and all documents (other than documents required
to be part of
the related Mortgage File) in the possession of the Master Servicer
or the
Special Servicer and relating to the servicing of any Serviced
Loan, including
any original letter of credit (together with any transfer or
assignment
documents related thereto), any franchise agreement and any
franchise comfort
letter (together with any transfer or assignment documents relating
thereto),
appraisals, surveys, engineering reports, environmental reports,
opinion letters
of counsel to a related Mortgagor, escrow agreements, property
management
agreements and franchise agreements and (ii) with respect to each
Non-Serviced
Trust Loan, a copy of the related Mortgage Note (and all
intervening
endorsements), the applicable Lead PSA, the applicable Co-Lender
Agreement and
appraisal shall be sufficient for the applicable Servicing
File.
"Servicing Function Participant" means any Person, other than the
Master
Servicer, the Special Servicer and the Trustee, that, within the
meaning of Item
1122 of Regulation AB, is performing activities addressed by the
Servicing
Criteria, unless such Person's activities relate only to 5% or less
of the
Mortgage Loans (based on their Principal Balance).
"Servicing Officer" shall mean any officer or employee of the
Master
Servicer, or the Special Servicer involved in, or responsible for,
the
administration and servicing of the Serviced Loans, whose name and
specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time.
"Servicing-Released Bid" shall have the meaning assigned thereto
in
Section 7.01(c).
"Servicing-Retained Bid" shall have the meaning assigned thereto
in
Section 7.01(c).
"Servicing Standard" shall mean with respect to the Master Servicer
or
the Special Servicer, to service and administer the Serviced Loans
and any REO
Properties that such party is obligated to service and administer
pursuant to
this Agreement: (i) in accordance with the higher of the following
standards of
care: (A) the same manner in which, and with the same care, skill,
prudence and
diligence with which, the Master Servicer or the Special Servicer,
as the case
may be, services and administers comparable mortgage loans with
similar
borrowers and comparable REO properties for other third-party
portfolios (giving
due consideration to the customary and usual standards of practice
of prudent
institutional commercial mortgage lenders servicing their own
mortgage loans and
REO properties), and (B) the same manner in which, and with the
same care,
skill, prudence and diligence with which, the Master Servicer or
the Special
Servicer, as the case may be, services and administers comparable
mortgage loans
owned by the Master Servicer or the Special Servicer, as the case
may be, in
either case exercising reasonable business judgment and acting in
accordance
with applicable law, the terms of this Agreement and the terms of
the respective
Serviced Loans; (ii) with a view to: the timely recovery of all
payments of
principal and interest, including Balloon Payments, under the
Serviced Loans or,
in the case of any such Serviced Loan that is (1) a Specially
Serviced Loan or
(2) a Serviced Loan as to which the related Mortgaged Property has
become an REO
Property, the maximization of recovery on the Mortgage Loan to
the
Certificateholders (as a collective whole) (or, if any Loan Group
is involved,
with a view to the maximization of recovery on such Loan Group to
the
Certificateholders and the related Companion Loan Noteholders (as a
collective
whole) (it being understood that the interest of any Subordinate
Companion Loan
is a subordinate interest, subject to the terms and conditions of
the related
Co-Lender Agreement) of principal and interest, including Balloon
Payments, on a
present value basis (the relevant discounting of anticipated
collections that
will be distributable to the Certificateholders (or, in the case of
any Loan
Group, to the Certificateholders and the related Companion
Noteholders) to be
performed at the related Mortgage Rate (or, in the case of any Loan
Group, at
the weighted average of the Mortgage Rates for such Loan Group);
and (iii)
without regard to (A) any relationship, including as lender on any
other debt,
that the Master Servicer or the Special Servicer, as the case may
be, or any
Affiliate thereof, may have with any of the related Mortgagors, or
any Affiliate
thereof, or any other party to this Agreement; (B) the ownership of
any
Certificate (or any Companion Loan or any certificate backed by a
Companion Loan
or any Mezzanine Loan) by the Master Servicer or the Special
Servicer, as the
case may be, or any Affiliate thereof; (C) the obligation of the
Master Servicer
or the Special Servicer, as the case may be, to make Advances; (D)
the right of
the Master Servicer or the Special Servicer, as the case may be, or
any
Affiliate of either of them, to receive compensation or
reimbursement of costs
hereunder generally or with respect to any particular transaction;
and (E) the
ownership, servicing or management for others of any other mortgage
loan or real
property not subject to this Agreement by the Master Servicer or
the Special
Servicer, as the case may be, or any Affiliate thereof.
"Servicing Transfer Event" shall mean, with respect to any
Serviced
Loan, the occurrence of any of the events described in clauses (a)
through (h)
of the definition of "Specially Serviced Loan," except in the case
of a Loan
Group, if the related Subordinate Companion Loan Noteholder is
exercising its
cure rights under the related Co-Lender Agreement.
"Similar Law" shall have the meaning assigned thereto in
Section
5.02(c).
"Single Certificate" shall mean, for purposes of Section 4.02,
a
hypothetical Regular Interest Certificate evidencing an initial
$1,000
denomination.
"Single Purpose Entity" shall mean an entity, other than an
individual,
whose organizational documents and/or the related Loan documents
provide
substantially to the effect that: (i) it was formed or organized
solely for the
purpose of either owning and operating the Mortgaged Property or
Properties
securing one or more Loans, or owning and pledging Defeasance
Collateral in
connection with the defeasance of a Defeasance Loan, as the case
may be, (ii) it
may not engage in any business unrelated to such Mortgaged Property
or
Properties or such Defeasance Collateral, as the case may be, (iii)
it will not
have any assets other than those related to its interest in and
operation of
such Mortgaged Property or such Defeasance Collateral, as the case
may be, (iv)
it may not incur indebtedness other than incidental to its
ownership and
operation of the applicable Mortgaged Property or Properties or
Defeasance
Collateral, as the case may be, (v) it will maintain its own books
and records
and accounts separate and apart from any other Person, (vi) it will
hold itself
out as a legal entity, separate and apart from any other Person,
and (vii) in
the case of such an entity whose sole purpose is owning or
operating a Mortgaged
Property, it will have an independent director or, if such entity
is a
partnership or a limited liability company, at least one general
partner or
limited liability company member thereof, as applicable, which
shall itself be a
"single purpose entity" (having as its sole asset its interest in
the Single
Purpose Entity) with an independent director.
"Special Servicer" shall mean [___________________], in its
capacity as
special servicer hereunder, or any successor special servicer
appointed as
herein provided.
"Special Servicing Fee" shall mean, with respect to each
Specially
Serviced Loan and each REO Loan, (excluding any Non-Serviced Trust
Loan that has
become an REO Loan) the fee designated as such in, and payable to
the Special
Servicer pursuant to, Section 3.11(b).
"Special Servicing Fee Rate" shall mean, with respect to each
Specially
Serviced Loan and each REO Loan (excluding an REO Loan that
corresponds to a
Non-Serviced Trust Loan), [____]% per annum, subject to a minimum
monthly fee of
$[________] for each Specially Serviced Loan and each REO Loan
(excluding an REO
Loan that corresponds to a Non-Serviced Trust Loan).
"Specially Serviced Loan" shall mean any Serviced Loan as to which
any
of the following events has occurred:
(a) the related Mortgagor has failed to make when due any
Monthly
Payment
(including a Balloon Payment), which failure continues, or the
Master Servicer determines, in its reasonable, good faith judgment,
will
continue, unremedied (without regard to any grace period) (i)
except in
the case of a Balloon Loan delinquent in respect of its Balloon
Payment,
for 60 days beyond the date on which the subject payment was due,
or
(ii) solely in the case of a delinquent Balloon Payment, (A) for
one
Business Day beyond the date on which the subject Balloon Payment
was
due or (B) in the case of a Balloon Loan as to which the
related
Mortgagor shall have delivered a refinancing commitment acceptable
to
the Special Servicer prior to the date the subject Balloon Payment
was
due, for 30 days beyond the date on which the subject Balloon
Payment
was due (or for such shorter period beyond the date on which the
subject
Balloon Payment was due during which the refinancing is scheduled
to
occur);
(b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the applicable Directing
Holder,
subject to Section 6.11) shall have determined in accordance with
the
Servicing Standard, based on communications with the related
Mortgagor,
that a default in the making of a Monthly Payment on such Serviced
Loan,
including a Balloon Payment, is likely to occur and is likely to
remain
unremedied (without regard to any grace period) for at least
the
applicable period contemplated by clause (a) of this definition;
or
(c) there shall have occurred a default (other than as
described
in clause (a) above and other than an Acceptable Insurance Default)
that
(i) in the judgment of the Master Servicer or the Special Servicer
(in
the case of the Special Servicer, with the consent of the
applicable
Directing Holder, subject to Section 6.11) materially impairs the
value
of the related Mortgaged Property as security for such Serviced
Loan or
otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the
related
Companion Loan Noteholders), and (ii) continues unremedied for
the
applicable grace period under the terms of such Serviced Loan (or,
if no
grace period is specified and the default is capable of being
cured, for
30 days); provided that any default that results in acceleration of
the
related Mortgage Loan without the application of any grace period
under
the related Mortgage Loan documents shall be deemed not to have a
grace
period; and provided, further, that any default requiring a
Servicing
Advance shall be deemed to materially and adversely affect the
interests
of Certificateholders or, in the case of any Companion Loan, the
related
Companion Loan Noteholders; or
(d) the Master Servicer or the Special Servicer (in the case of
the Special Servicer, with the consent of the applicable
Directing
Holder, subject to Section 6.11) has determined that (i) a
default
(other than as described in clause (b) of this definition) under
the
Loan is imminent, (ii) such default will materially impair the
value of
the related Mortgaged Property as security for such Serviced Loan
or
otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the
related
Companion Loan Noteholders), and (iii) the default is likely to
continue
unremedied for the applicable grace period under the terms of
such
Serviced Loan (or, if no grace period is specified and the default
is
capable of being cured, for 30 days); provided that any default
that
results in acceleration of the related Mortgage Loan without
the
application of any grace period under the related Mortgage Loan
documents shall be deemed not to have a grace period; and
provided,
further, that any determination that a Servicing Transfer Event
has
occurred under this clause (d) with respect to any Mortgage Loan
solely
by reason of the failure of the related Mortgagor to maintain or
cause
to be maintained insurance coverage against damages or losses
arising
from acts of terrorism may only be made by the Special Servicer and
will
be subject to Section 6.11, and the second paragraph of Section
3.07(a);
or
(e) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary
case
under any present or future federal or state bankruptcy, insolvency
or
similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of
assets
and liabilities or similar proceedings, or for the winding-up
or
liquidation of its affairs, shall have been entered against the
related
Mortgagor and such decree or order shall have remained in force and
not
dismissed for a period of 60 days; or
(f) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of
debt, marshaling of assets and liabilities or similar proceedings
of or
relating to such Mortgagor or of or relating to all or
substantially all
of its property; or
(g) the related Mortgagor shall admit in writing its inability
to
pay its debts generally as they become due, file a petition to
take
advantage of any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily
suspend
payment of its obligations; or
(h) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the
related Mortgaged Property;
provided, however, that a Serviced Loan will cease to be a
Specially Serviced
Loan, when a Liquidation Event has occurred with respect to such
Serviced Loan,
when the related Mortgaged Property has become an REO Property or,
so long as at
such time no circumstance identified in clauses (a) through (h)
above exists
that would cause the Serviced Loan to continue to be characterized
as a
Specially Serviced Loan, when:
(w) with respect to the circumstances described in clause (a) of
this
definition, the related Mortgagor has made three consecutive full
and timely
Monthly Payments under the terms of such Serviced Loan (as such
terms may be
changed or modified in connection with a bankruptcy or similar
proceeding
involving the related Mortgagor or by reason of a modification,
extension,
waiver or amendment granted or agreed to by the Master Servicer or
the Special
Servicer pursuant to Section 3.21);
(x) with respect to the circumstances described in clauses (b),
(d),
(e), (f) and (g) of this definition, such circumstances cease to
exist in the
good faith, reasonable judgment of the Special Servicer, but, with
respect to
any bankruptcy or insolvency proceedings described in clauses (e),
(f) and (g),
no later than the entry of an order or decree dismissing such
proceeding;
(y) with respect to the circumstances described in clause (c) of
this
definition, such default is cured as determined by the Special
Servicer in its
reasonable, good faith judgment; and
(z) with respect to the circumstances described in clause (h) of
this
definition, such proceedings are terminated.
The Special Servicer may conclusively rely on the Master
Servicer's
determination and the Master Servicer may conclusively rely on the
Special
Servicer's determination as to whether a Servicing Transfer Event
has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced
Loan. If any
Serviced Loan that is part of any Loan Group becomes a Specially
Serviced Loan,
then each other Serviced Loan in the Loan Group shall also become a
Specially
Serviced Loan.
"Startup Day" shall mean, with respect to each REMIC Pool, the
day
designated as such in Section 10.01(c).
"Stated Maturity Date" shall mean, with respect to any Loan, the
Due
Date specified in the related Mortgage Note (as in effect on the
Closing Date)
on which the last payment of principal is due and payable under the
terms of
such Mortgage Note (as in effect on the Closing Date), without
regard to any
change in or modification of such terms in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, extension,
waiver or amendment of such Loan granted or agreed to by the
Special Servicer
pursuant to Section 3.21.
"Stated Principal Balance" shall mean: (a) with respect to any
Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto),
the Cut off
Date Balance of such Mortgage Loan, as permanently reduced on each
Distribution
Date (to not less than zero) by (i) any principal payments (whether
received or
advanced) or other collections in respect of such Mortgage Loan
that were
identified and applied as a recovery of principal for such Mortgage
Loan (or any
such successor REO Mortgage Loan with respect thereto) during the
related
Collection Period, (ii) the principal portion of any Realized Loss
incurred in
respect of such Mortgage Loan (or, if such Mortgage Loan is part of
a Loan
Group, any Realized Loss incurred in respect of such Loan Group and
allocated to
such Mortgage Loan) (or any such successor REO Mortgage Loan with
respect
thereto) during the related Collection Period; and (b) with respect
to any
Serviced Companion Loan (and any successor REO Loan with respect
thereto), the
Cut off Date Balance of such Loan, as permanently reduced on each
Loan Group
Remittance Date (to not less than zero) by (i) any principal
payments (whether
received or advanced) or other collections in respect of such Loan
that were
identified and applied as a recovery of principal for such Loan (or
any such
successor REO Loan with respect thereto) during the related
Collection Period,
and (ii) the principal portion of any Realized Loss incurred in
respect of the
related Loan Group and allocated to such Loan (or any such
successor REO Loan
with respect thereto) during the related Collection Period.
Other than for purposes of determining the Weighted Average Net
Mortgage
Rate, the Stated Principal Balance of the Mortgage Pool will not be
reduced by
the amount of any principal collections from the Mortgage Pool that
were used to
reimburse a Workout-Delayed Reimbursement Amount pursuant to
Section
3.05(a)(vii), unless the corresponding Advance was determined to be
a
Nonrecoverable Advance.
Notwithstanding the foregoing, if a Liquidation Event or Final
Recovery
Determination occurs in respect of any Loan or REO Property, then
the "Stated
Principal Balance" of such Loan or of the related REO Loan, as the
case may be,
shall be zero commencing as of the Distribution Date in the
Collection Period
next following the Collection Period in which such Liquidation
Event occurred.
"Sub-Servicer" means any person that Services Mortgage Loan on
behalf of
the Master Servicer, the Special Servicer or an Additional Servicer
and is
responsible for the performance (whether directly or through
Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing
functions
required to be performed by the Master Servicer, the Special
Servicer or an
Additional Servicer under this Agreement, with respect to some or
all of the
Mortgage Loans, that are identified in the Servicing Criteria.
"Sub-Servicing Agreement" shall mean the written contract between
the
Master Servicer or the Special Servicer, on the one hand, and the
Primary
Servicer or any Sub-Servicer, on the other hand, relating to
servicing and
administration of Serviced Loans as provided in Section 3.23.
"Subcontractor" means any vendor, subcontractor or other Person
that is
not responsible for the overall servicing (as "servicing" is
commonly understood
by participants in the mortgaged-backed securities market) of
Mortgage Loans but
performs one or more discrete functions of the Servicing Criteria
with respect
to Mortgage Loans under the direction or authority of the Master
Servicer, the
Special Servicer, the Trustee, an Additional Servicer, or a
Sub-Servicer.
"Subordinate Companion Loan" shall have the meaning assigned
thereto in
the Preliminary Statement.
"Subordinate Companion Loan Noteholder" shall mean, with respect to
any
Loan Group with a Subordinate Companion Loan, the Holder of the
Mortgage Note
for such Subordinate Companion Loan.
"Subsequent Master Servicer" shall mean the master servicer under
any
Subsequent PSA.
"Subsequent PSA" shall mean any "pooling and servicing
agreement"
entered into in connection with a securitization of any Pari Passu
Companion
Loan where the servicing of such Companion Loan is performed under
this
Agreement or a Lead PSA.
"Subsequent Trustee" shall mean the trustee under any Subsequent
PSA.
"Substitution Shortfall Amount": An amount equal to the excess if
any of
the difference between the Purchase Price of any Mortgage Loan
required to be
repurchased or substituted for pursuant to Section 2.03 calculated
as of the
date of substitution and the Stated Principal Balance of such
Qualifying
Substitute Mortgage Loan as of the date of substitution.
"Successful Bidder" shall have the meaning assigned thereto in
Section
7.01(c).
"Supplemental Servicer Schedule": With respect to the Loans to
be
serviced by the Master Servicer, a list attached hereto as Schedule
VI, which
list sets forth the following information with respect to each
Loan:
(i) the Mortgagor's name;
(ii) property type;
(iii) the original balance;
(iv) the original and remaining amortization term;
(v) whether such Mortgage Loan has a guarantor;
(vi) whether such Mortgage Loan is secured by a letter
of credit;
(vii) the current balance and monthly amount of any
reserve or escrowed funds;
(viii) the grace period with respect to both default
interest and late payment charges;
(ix) whether such Mortgage Loan is insured by RVI,
lease enhancement policy or environmental policies;
(x) whether an operation and maintenance plan exists
and, if so, what repairs are required;
(xi) whether a cash management agreement or lock-box
agreement is in place; and
(xii) the number of units, pads, rooms or square feet
of the Mortgaged Property.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Tax Administrator" shall mean any tax administrator appointed
pursuant
to Section 8.13 (or, in the absence of any such appointment, the
Trustee).
"Tax Matters Person" shall mean, with respect to each REMIC Pool,
the
Person designated as the "tax matters person" of such REMIC Pool in
the manner
provided under Treasury Regulations Section 1.860F-4(d) and
Treasury Regulations
Section 301.6231(a)(7)-1, which Person shall be the Plurality
Residual Interest
Certificateholder in respect of the related Class of Residual
Interest
Certificates.
"Tax Returns" shall mean the federal income tax return on
Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice
to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or
any
successor forms, to be filed on behalf of each REMIC Pool due to
its
classification as a REMIC under the REMIC Provisions, and the
federal income tax
return to be filed on behalf of the Grantor Trust due to its
classification as a
grantor trust under the Grantor Trust Provisions, together with any
and all
other information, reports or returns that may be required to be
furnished to
the Certificateholders or filed with the IRS under any applicable
provisions of
federal tax law or any other governmental taxing authority under
applicable
state and local tax law.
"Tier 1 Loan Group" shall mean any one of the [___________________]
Loan
Group and the [___________________] Loan Group.
"Tier 2 Loan Group" shall mean the [___________________] Loan
Group.
"Tier 3 Loan Group" shall mean [___________________] Loan Group and
the
[___________________] Loan Group.
"Total Principal Reinstatement Amount" shall mean, with respect to
any
Distribution Date, an amount (to be calculated by the Trustee
immediately
following, and after taking into account, all distributions to be
made with
respect to the Certificates on such Distribution Date) equal to the
least of:
(1) the Additional Principal Distribution Amount for the subject
Distribution
Date; (2) the amount, if any, by which (a) the aggregate Stated
Principal
Balance of the Mortgage Pool that will be outstanding immediately
following the
subject Distribution Date, exceeds (b) the aggregate of the Class
Principal
Balances of all the Classes of Principal Balance Certificates
(after taking into
account the distributions made with respect to the Certificates on
such
Distribution Date, but prior to any adjustments to any of those
Classes of
Principal Balance Certificates pursuant to Section 4.04 or Section
4.05); and
(3) the aggregate Loss Reimbursement Amount in respect of the
Principal Balance
Certificates for the subject Distribution Date (reduced by all
distributions
made with respect to the Principal Balance Certificates in
reimbursement of such
aggregate Loss Reimbursement Amount on the subject Distribution
Date).
"Transfer" shall mean any direct or indirect transfer, sale,
pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transfer Affidavit and Agreement" shall have the meaning
assigned
thereto in Section 5.02(d)(i)(B).
"Transfer Date" shall have the meaning assigned thereto in
Section
5.02(b).
"Transferee" shall mean any Person who is acquiring, by Transfer,
any
Ownership Interest in a Certificate.
"Transferor" shall mean any Person who is disposing of, by
Transfer, any
Ownership Interest in a Certificate.
"Trust" shall mean the common law trust created hereunder.
"Trust Fund" shall mean, collectively, all of the assets of the
Lower-Tier REMIC, the Upper-Tier REMIC and the Grantor Trust.
"Trustee" shall mean [___________________], in its capacity as
trustee
hereunder, or any successor trustee appointed as herein
provided.
"Trustee Fee" shall mean, with respect to each Distribution Date,
an
amount equal to one-twelfth of the product of (i) the Trustee Fee
Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the
Mortgage Pool
outstanding immediately prior to such Distribution Date.
"Trustee Fee Rate" shall mean [_____]% per annum.
"Trustee Liability" shall have the meaning assigned thereto in
Section
8.05(b).
"UCC" shall mean the Uniform Commercial Code in effect in the
applicable
jurisdiction.
"UCC Financing Statement" shall mean a financing statement executed
(if
required by the UCC) and filed pursuant to the UCC.
"Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier
REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier
REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest at the
Weighted Average
Net Mortgage Rate, and shall be entitled to distributions of
principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto. The designations for the respective Uncertificated
Lower-Tier Interests
are set forth in the Preliminary Statement hereto.
"Uncertificated Principal Balance" shall mean the principal balance
of
any Uncertificated Lower-Tier Interest outstanding as of any date
of
determination. As of the Closing Date, the Uncertificated Principal
Balance of
each Uncertificated Lower-Tier Interest shall equal the amount set
forth in the
Preliminary Statement hereto. On each Distribution Date, the
Uncertificated
Principal Balance of each Uncertificated Lower-Tier Interest shall
be
permanently reduced by all distributions of principal deemed to
have been made
thereon on such Distribution Date pursuant to Section 4.01(h), and
shall be
further permanently reduced on such Distribution Date by all
Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated
thereto on such
Distribution Date pursuant to Section 4.04(b).
"Underwriters" shall
mean [___________________], [___________________],
[___________________], [___________________], [___________________]
and
[___________________], and their respective successors in
interest.
"Unfunded Principal Balance Reduction" shall mean any reduction
made in
the Class Principal Balance of any Class of Principal Balance
Certificates
pursuant to Section 4.04(a) or the Uncertificated Principal Balance
of any
Uncertificated Lower-Tier Interest pursuant to Section 4.04(b).
"United
States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.
"United States Tax Person" shall mean a citizen or resident of
the
United States, a corporation, partnership or other entity created
or organized
in, or under the laws of, the United States or any State thereof or
the District
of Columbia, or an estate whose income from sources without the
United States is
includible in gross income for United States federal income tax
purposes
regardless of its connection with the conduct of a trade or
business within the
United States, or a trust if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more such United States Tax Persons have the authority to control
all
substantial decisions of the trust (or to the extent provided in
the Treasury
regulations, if the trust was in existence on August 20, 1996 and
elected to be
treated as a United States person), all within the meaning of
Section
7701(a)(30) of the Code.
"Unliquidated Advance" shall mean any Advance previously made by a
party
hereto that has been previously reimbursed, as between the Person
that made the
Advance hereunder, on the one hand, and the Trust Fund, on the
other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (ii)
and (vi) of
Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise
from collections on or the proceeds of the Loan or REO Property in
respect of
which the Advance was made.
"Upper-Tier Distribution Account" shall mean the subaccount deemed
to be
a part of the Distribution Account and maintained by the Trustee
pursuant to
Section 3.04(b).
"Upper-Tier REMIC" One of the two separate REMICs comprising the
Trust
Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and
such amounts as shall from time to time be held in the Upper-Tier
Distribution
Account.
"Voting Rights" shall mean the portion of the voting rights of all
of
the Certificates that is allocated to any Certificate. At all times
during the
term of this Agreement, 99% of the Voting Rights shall be allocated
among the
Holders of the various Classes of the Principal Balance
Certificates in
proportion to the respective Class Principal Balances of their
Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the
Class XP and
Class XC Certificates, pro rata, based on the Class XP Notional
Amount and Class
XC Notional Amount, respectively. Voting Rights allocated to a
Class of
Certificateholders shall be allocated among such Certificateholders
in
proportion to the Percentage Interests evidenced by their
respective
Certificates. No Voting Rights shall be allocated to the Class R-I
or Class R-II
Certificates.
"Weighted Average Net Mortgage Rate" shall mean, with respect to
any
Distribution Date, the weighted average of the Net Mortgage Rates
of the
Mortgage Loans as of the first day of the related Collection
Period, weighted on
the basis of their respective Stated Principal Balances as of the
first day of
such Collection Period (after giving effect to any payments
received during any
applicable grace period).
"Workout-Delayed Reimbursement Amounts" shall mean with respect to
any
Mortgage Loan, the amount of any Advance made with respect to such
Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the
making of
three Monthly Payments under its modified terms, would then
constitute) a
Corrected Loan, together with (to the extent accrued and unpaid)
interest on
such Advances, to the extent that (i) such Advance is not
reimbursed to the
Person who made such Advance on or before the date, if any, on
which such
Mortgage Loan becomes a Corrected Loan and (ii) the amount of such
Advance
becomes an obligation of the Mortgagor to pay such amount under the
terms of the
modified Mortgage Loan documents.
"Workout Fee" shall mean the fee designated as such in, and payable
to
the Special Servicer with respect to certain collections on each
Corrected Loan
pursuant to, Section 3.11(b).
"Workout Fee Rate" shall mean, with respect to each Corrected Loan
as to
which a Workout Fee is payable, [___]%.
"Yield Maintenance Charge" shall mean the payments paid or payable,
as
the context requires, as the result of a Principal Prepayment on,
or other early
collection of principal of, a Loan, which payments are not
otherwise due thereon
in respect of principal or interest and have been calculated (based
on scheduled
payments of interest and/or principal on such Loan) to compensate
the Holder for
reinvestment losses based on the value of an interest rate index at
or near the
time of prepayment. Any other prepayment premiums, penalties and
fees not so
calculated will not be considered "Yield Maintenance Charges." In
the event that
a Yield Maintenance Charge shall become due for any particular
Loan, the Master
Servicer shall be required to follow the terms and provisions
contained in the
applicable Mortgage Note, provided, however, in the event the
particular
Mortgage Note shall not specify the U.S. Treasuries which shall be
used in
determining the discount rate or the reinvestment yield to be
applied in such
calculation, the Master Servicer shall be required to use those
U.S. Treasuries
which shall generate the lowest discount rate or reinvestment yield
for the
purposes thereof. Accordingly, if either no U.S. Treasury issue, or
more than
one U.S. Treasury issue, shall coincide with the term over which
the Yield
Maintenance Charge shall be calculated (which depending on the
applicable
Mortgage Note is based on the remaining average life of the Loan or
the actual
term remaining through the related Stated Maturity Date), the
Master Servicer
shall use the applicable U.S. Treasury whose reinvestment yield is
the lowest,
with such yield being based on the bid price for such issue as
published in The
Wall Street Journal on the date that is 14 days prior to the date
that the Yield
Maintenance Charge shall become due and payable (or, if such bid
price is not
published on that date, the next preceding date on which such bid
price is so
published) and converted to a monthly compounded nominal yield. The
monthly
compounded nominal yield ("MEY") is derived from the reinvestment
yield or
discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2)
^1/6}-1]) X
100, where BEY is defined as the U.S. Treasury Reinvestment Yield
which is in
decimal form and not in percentage, and 1/6 is the exponential
power to which a
portion of the equation is raised. For example, using a BEY of
5.50%, the MEY =
(12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal
version of
the percentage 5.5% and 0.16667 is the decimal version of the
exponential power.
The MEY in the above calculation is 5.44%.
Section 1.02
General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided
or unless the context otherwise requires:
(i) the terms defined in this Agreement include the plural as
well as the singular, and the use of any gender herein shall be
deemed
to include the other gender;
(ii) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;
