EXHIBIT 4
================================================================================
BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
Master Servicer,
LNR PARTNERS, INC.,
Special Servicer,
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and REMIC Administrator
----------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
----------
$3,145,214,397
Commercial Mortgage Pass-Through Certificates
Series 2007-1
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; CERTAIN
CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
CERTIFICATES
Section 1.01 Defined
Terms................................................
Section 1.02 Rules of
Construction; Other Definitional Provisions.........
Section 1.03 Certain
Calculations in Respect of the Mortgage Pool.........
Section 1.04
Cross-Collateralized Mortgage Loans..........................
Section 1.05
Incorporation of Preliminary Statement.......................
ARTICLE II
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance of REMIC I by Trustee.............................
Section 2.03 Mortgage
Loan Seller's Repurchase or Substitution of
Mortgage Loans for Material Document Defects and
Material Breaches...........................................
Section 2.04
Representations and Warranties of the Depositor..............
Section 2.05
Representations and Warranties of the Master Servicer........
Section 2.06
Representations and Warranties of the Special Servicer.......
Section 2.07
Representations and Warranties of the Trustee and the
REMIC Administrator.........................................
Section 2.08
[RESERVED]...................................................
Section 2.09 Issuance
of the Class R-I Certificates; Creation of the
REMIC I Regular Interests...................................
Section 2.10
Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee.....................................
Section 2.11 Issuance
of the REMIC II Certificates........................
Section 2.12 Loss of
Value Reserve Fund Provisions........................
Section 2.13
Designation of Grantor Trust.................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01
Administration of the Loans..................................
Section 3.02
Collection of Mortgage Loan Payments.........................
Section 3.03
Collection of Taxes, Assessments and Similar Items;
Servicing Account; Servicing Advances; Reserve Accounts.....
Section 3.04
Certificate Account, Distribution Account, REMIC I
Distribution Account, REMIC II Distribution Account,
Excess Interest Distribution Account, Excess Liquidation
Proceeds Account, the Class A-MFL Floating Rate Account,
the Interest Reserve Account and Whole Loan Custodial
Account.....................................................
Section 3.05 Permitted
Withdrawals From the Certificate Account, the
Distribution Account, the Whole Loan Custodial Accounts,
the Class A-MFL Floating Rate Account and the Excess
Liquidation Proceeds Account................................
Section 3.06
Investment of Funds in the Certificate Account, the
Interest Reserve Account, the Excess Interest
Distribution Account, the REMIC I Distribution Account,
the REMIC II Distribution Account, the Excess
Liquidation Proceeds Account, the Class A-MFL Floating
Rate Account and the REO Account............................
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08
Enforcement of Alienation Clauses............................
Section 3.09
Realization Upon Defaulted Loans.............................
Section 3.10 Trustee
to Cooperate; Release of Mortgage Files..............
Section 3.11 Servicing
Compensation; Interest on Servicing Advances;
Payment of Certain Expenses; Obligations of the Trustee
Regarding Back-up Servicing Advances........................
Section 3.12
Inspections; Collection of Financial Statements..............
Section 3.13
[RESERVED]...................................................
Section 3.14
[RESERVED]...................................................
Section 3.15 Access to
Certain Information................................
Section 3.16 Title to
REO Property; REO Account...........................
Section 3.17
Management of REO Property...................................
Section 3.18
Resolution of Defaulted Loans and REO Properties.............
Section 3.19
Additional Obligations of the Master Servicer and the
Special Servicer............................................
Section 3.20
Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer
of Servicing Between Master Servicer and Special
Servicer; Record Keeping; Asset Status Report...............
Section 3.22
Sub-Servicing Agreements.....................................
Section 3.23
Designation of the Special Servicer by the Majority
Certificateholder of the Controlling Class or the
Controlling Holder..........................................
Section 3.24
Confidentiality..............................................
Section 3.25 No
Solicitation of Prepayments...............................
Section 3.26 Certain
Matters with Respect to Mortgage Loans Permitting
Defeasance, Franchise Mortgage Loans and Certain
Mortgage Loans Permitting Additional Debt...................
Section 3.27
Application of Default Charges...............................
Section 3.28 Matters
Regarding the Whole Loans............................
Section 3.29 Certain
Powers of the Controlling Holders and Certain
Intercreditor Matters.......................................
Section 3.30
Litigation Control...........................................
Section 3.31 Class
A-MFL Swap Contract....................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; Certain Reports by the
Master Servicer and the Special Servicer....................
Section 4.03 P&I
Advances.................................................
Section 4.04
Allocation of Realized Losses and Additional Trust Fund
Expenses....................................................
Section 4.05 Interest
Reserve Account.....................................
Section 4.06 Excess
Interest Distribution Account.........................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Registration of Transfer and Exchange of Certificates........
Section 5.03
Book-Entry Certificates......................................
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons
Deemed Owners........................................
Section 5.06
Certification by Certificate Owners..........................
Section 5.07 Regarding
the Identification of Certain
Certificateholders..........................................
ARTICLE VI
THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
REMIC
ADMINISTRATOR
Section 6.01 Liability
of the Depositor, the Master Servicer, the
Special Servicer and the REMIC Administrator................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicer, the Special Servicer or the REMIC
Administrator...............................................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator
and Others..................................................
Section 6.04 Master
Servicer, Special Servicer and REMIC Administrator
Not to Resign...............................................
Section 6.05 Rights of
the Depositor and the Trustee in Respect of the
Master Servicer, the Special Servicer and the REMIC
Administrator...............................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03 Form 8-K
Information; 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 the 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 of
Trustee; Indemnification of Trustee..................
Section 8.06
Eligibility Requirements for Trustee.........................
Section 8.07
Resignation and Removal of the 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 Access to
Certain Information................................
Section 8.13
Maintenance of Mortgage File.................................
ARTICLE IX
TERMINATION
Section 9.01
Termination Upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02
Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Depositor, Master Servicer, Special Servicer and
Trustee
to Cooperate with REMIC Administrator.......................
Section 10.03 Fees of the REMIC
Administrator..............................
Section 10.04 Use of
Agents................................................
Section 10.05 Grantor Trust
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 Signatures; Article XI
Notices...............................
Section 11.14
Amendments...................................................
Section 11.15 Certain Matters Relating to the Future Securitization
of
the Pari Passu Companion Loans..............................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment....................................................
Section 12.02 Recordation of Agreement;
Counterparts.......................
Section 12.03 Limitation on Rights of
Certificateholders...................
Section 12.04 Governing
Law................................................
Section 12.05
Notices......................................................
Section 12.06 Severability of
Provisions...................................
Section 12.07 Successors and Assigns;
Beneficiaries........................
Section 12.08 Article and Section
Headings.................................
Section 12.09 Notices to and from Rating
Agencies..........................
Section 12.10 Requests for Information; Standing
Requests..................
LIST OF EXHIBITS AND SCHEDULES
EXHIBIT A-1 Form
of Class A-1 Certificate
EXHIBIT A-2 Form
of Class A-2 Certificate
EXHIBIT A-3 Form
of Class A-3 Certificate
EXHIBIT A-4 Form
of Class A-AB Certificate
EXHIBIT A-5 Form
of Class A-4 Certificate
EXHIBIT A-6 Form
of Class A-1A Certificate
EXHIBIT A-7 Form
of Class XW Certificate
EXHIBIT A-8 Form
of Class A-MFX Certificate
EXHIBIT A-9 Form
of Class A-J Certificate
EXHIBIT A-10 Form of
Class B Certificate
EXHIBIT A-11 Form of
Class A-MFL Certificate
EXHIBIT A-12 Form of
Class C Certificate
EXHIBIT A-13 Form of
Class D Certificate
EXHIBIT A-14 Form of
Class E Certificate
EXHIBIT A-15 Form of
Class F Certificate
EXHIBIT A-16 Form of
Class G Certificate
EXHIBIT A-17
Form
of Class H Certificate
EXHIBIT A-18 Form of
Class J Certificate
EXHIBIT A-19 Form of
Class K Certificate
EXHIBIT A-20 Form of
Class L Certificate
EXHIBIT A-21 Form of
Class M Certificate
EXHIBIT A-22 Form of
Class N Certificate
EXHIBIT A-23 Form of
Class O Certificate
EXHIBIT A-24 Form of
Class P Certificate
EXHIBIT A-25 Form of
Class Q Certificate
EXHIBIT A-26 Form of
Class V Certificate
EXHIBIT A-27 Form of
Class R-I Certificate
EXHIBIT A-28 Form of
Class R-II Certificate
EXHIBIT B
Form of Investment Representation Letter
EXHIBIT C-1 Form
of Transfer Affidavit and Agreement Pursuant to
Section 5.02(d)(i)(B)
EXHIBIT C-2 Form
of Transferor Certificate Pursuant to Section
5.02(d)(i)(D)
EXHIBIT D
Request for Release
EXHIBIT E
Form of ERISA Representation Letter
EXHIBIT F
Form of Custodial Certification
EXHIBIT G
Form of Trustee Distribution Date Statement
EXHIBIT H
Form of Request for Review
EXHIBIT I
Form of Notice Regarding Purchase Option Exercise
EXHIBIT J
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
EXHIBIT K
Form of Certification to be Provided with Form 10-K
EXHIBIT L
Form of Certification to be Provided to Depositor
EXHIBIT M
Form of Confidentiality Agreement
EXHIBIT N
Form of Regulation S Certificate
EXHIBIT O
Form of Transfer Certificate for Exchange or Transfer from
Domestic Global Certificate to Regulation S Global Certificate
During the Restricted Period
EXHIBIT P
Form of Transfer Certificate for Exchange or Transfer from
Domestic Global Certificate to Regulation S Global Certificate
After the Restricted Period
EXHIBIT Q
Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Domestic Global Certificate
SCHEDULE I
Mortgage Loan Schedule
SCHEDULE II
Sub-Servicing Agreements in Effect as of the Closing Date
SCHEDULE III Schedule
of Exceptions under Section 2.02(a)
SCHEDULE IV
[RESERVED]
SCHEDULE V
Mortgage Loans that Initially Pay Interest Only
SCHEDULE VI
Mortgage Loans Containing Additional Debt
SCHEDULE VII Schedule
of Initial Controlling Holders
SCHEDULE VIII Servicing
Criteria to be Addressed in Assessment of
Compliance
SCHEDULE IX
Additional Form 10-D Disclosure
SCHEDULE X
Additional Form 10-K Disclosure
SCHEDULE XI Form
8-K Disclosure Information
SCHEDULE XII Form of
Additional Disclosure Notification
SCHEDULE XIII Schedule of
Tenant-in-Common Loans
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), dated
and
effective as of February 1, 2007, is by and among BANC OF AMERICA
COMMERCIAL
MORTGAGE INC., as Depositor, BANK OF AMERICA, NATIONAL ASSOCIATION,
as Master
Servicer, LNR PARTNERS, INC., as Special Servicer, and LASALLE BANK
NATIONAL
ASSOCIATION, as Trustee and as REMIC Administrator.
PRELIMINARY STATEMENT:
The Depositor intends to sell Certificates, to be issued
hereunder
in multiple Classes, which in the aggregate will evidence the
entire beneficial
ownership interest in the Trust to be created hereunder.
As provided herein, the Trustee will elect that two segregated
pools
of assets within the Trust Fund (exclusive of the Excess Interest,
the Excess
Interest Distribution Account, the Class A-MFL Regular Interest,
the Class A-MFL
Swap Contract and the Class A-MFL Floating Rate Account) be treated
for federal
income tax purposes as two separate real estate mortgage investment
conduits
("REMIC I" and "REMIC II", respectively).
REMIC I
As provided herein, the Trustee will elect that the portion of
the
Trust Fund consisting of the Mortgage Loans (exclusive of Excess
Interest) and
certain other related assets subject to this Agreement shall be
treated as a
REMIC for federal income tax purposes, and such segregated asset
pool will be
designated as "REMIC I". The REMIC I Regular Interests listed below
under the
heading "Corresponding REMIC I Regular Interests" constitute
"regular interests"
in REMIC I and the Class R-I Certificates constitute the sole Class
of "residual
interests" in REMIC I created hereunder for purposes of the REMIC
Provisions.
The following table sets forth the Class or Component
designation,
the corresponding REMIC I Regular Interest (the "Corresponding
REMIC I Regular
Interest"), and the Corresponding Components of the Class XW
Certificates for
each Class of the REMIC II Certificates (the "Corresponding
Certificates").
Corresponding
Corresponding
Corresponding
REMIC I Regular
REMIC I
Components of Class
Certificates Interests(1)
Principal Balance XW Certificates(1)
-------------
---------------
----------------- -------------------
Class A-1
LA-1
$ 57,000,000
XA-1
Class A-2
LA-2
$
293,000,000
XA-2
Class A-3
LA-3
$
444,000,000
XA-3
Class A-AB
LA-AB
$ 68,473,000
XA-AB
Class A-4
LA-4
$
698,700,000
XA-4
Class A-1A
LA-1A
$
640,477,000
XA-1A
Class A-MFX
LA-MFX
$
214,521,000
XA-MFX
Class A-MFL
Regular
Interest
LA-MFL(2) $
100,000,000
XA-MFL
Class A-J
LA-J
$
259,480,000
XA-J
Class B
LB
$ 27,521,000
XB
Class C
LC
$ 35,383,000
XC
Class D
LD
$ 27,521,000
XD
Class E
LE
$ 39,315,000
XE
Class F
LF
$ 39,315,000
XF
Class G
LG
$ 35,384,000
XG
Class H
LH
$ 35,384,000
XH
Class J
LJ
$ 39,315,000
LJ
Class K
LK
$
7,863,000
XK
Class L
LL
$
11,795,000
XL
Class M
LM
$
7,863,000
XM
Class N
LN
$
3,931,000
XN
Class O
LO
$
7,863,000
XO
Class P
LP
$ 11,795,000
XP
Class Q
LQ
$ 39,315,397
XQ
----------------------
(1) The REMIC I
Regular Interest and the Component of the Class XW
Certificates that correspond to any particular Class of REMIC II
Regular
Certificates or the Class A-MFL Regular Interest also correspond to
each
other and,
accordingly, constitute the (i) "Corresponding REMIC I Regular
Interests"
and (ii) "Corresponding Components", respectively, with respect
to each
other.
(2) The Class
LA-MFL Regular Interest and Component XA-MFL do not correspond
to any
Class of REMIC II Certificates. The Class LA-MFL Regular
Interest
and
Component XA-MFL correspond to the Class A-MFL Regular Interest and
to
each
other.
REMIC II
As provided herein, the Trustee will elect to treat that portion
of
the Trust Fund consisting of the REMIC I Regular Interests and
certain other
assets subject to this Agreement as a REMIC for federal income tax
purposes, and
such segregated asset pool will be designated as "REMIC II". The
Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XW,
Class A-MFX,
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 and Class Q
Certificates
and the Class A-MFL Regular Interest will constitute "regular
interests" in
REMIC II, and the Class R-II Certificates will constitute the sole
Class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions.
The following table sets forth the designation, the approximate
initial Pass-Through Rate and the Initial Class Principal Balance
for each of
the Classes of REMIC II Regular Certificates (which are issued by
REMIC II) and
the Class A-MFL Regular Interest:
<TABLE>
<CAPTION>
Approximate Initial
Initial Class
Designation
Pass-Through Rate
Principal Balance
----------------------------- --------------------------------
-----------------
<S>
<C>
<C>
REMIC II Regular Certificates
Class A-1
5.2590% per annum
$
57,000,000
Class A-2
5.3810% per annum
$
293,000,000
Class A-3
5.4490% per annum
$
444,000,000
Class A-AB
5.4220% per annum
$
68,473,000
Class A-4
5.4510% per annum
$
698,700,000
Class A-1A
5.4280% per annum
$
640,477,000
Class A-MFX
5.4820% per annum (1)
$ 214,521,000
Class A-MFL
LIBOR plus 0.1650% per annum (2) $ 100,000,000
Class A-MFL
Regular
Interest
5.4160% per annum
$
100,000,000
Class A-J
5.5230% per annum (1)
$
259,480,000
Class B
5.5430% per annum (1)
$
27,521,000
Class C
5.5620% per annum (1)
$
35,383,000
Class D
5.5920% per annum (1)
$
27,521,000
Class E
5.6310% per annum (1)
$
39,315,000
Class F
5.6710% per annum (1)
$
39,315,000
Class G
5.7455% per annum (3) $
35,384,000
Class H
5.7455% per annum (3)
$
35,384,000
Class J
5.7455% per annum (3)
$
39,315,000
Class K
5.1920% per annum (1)
$ 7,863,000
Class L
5.1920% per annum (1)
$
11,795,000
Class M
5.1920% per annum (1)
$
7,863,000
Class N
5.1920% per annum (1)
$
3,931,000
Class O
5.1920% per annum (1)
$
7,863,000
Class P
5.1920% per annum (1)
$
11,795,000
Class Q
5.1920% per annum (1)
$
39,315,397
Class XW
0.2920% per annum (4)
$
3,145,214,397(5)
</TABLE>
------------
(1) Initial
Pass-Through Rate. The Pass-Through Rate for the Class A-MFX,
Class A-J,
Class B, Class C, Class D, Class E, Class F, Class K, Class L,
Class M,
Class N, Class O, Class P and Class Q Certificates for each
Distribution Date will not exceed the Weighted Average Adjusted
Net
Mortgage
Rate for such Distribution Date.
(2) Initial
Pass-Through Rate. The Pass-Through Rate applicable to the
Class
A-MFL
Certificates for each Distribution Date will be a per annum
rate
equal to
the LIBOR plus 0.1650%. Subject to the provisions of this
Agreement,
the Class A-MFL Swap Contract the Pass-Through Rate applicable
to the
Class A-MFL Certificates may convert to a fixed rate equal to
5.4160%
per annum. The initial LIBOR will be determined on February 23,
2007, and
subsequent LIBOR rates will determined two LIBOR business days
before the
start of the related Interest Accrual Period.
(3) Initial
Pass-Through Rate. The Pass-Through Rate for the Class G, Class
H
and Class
J Certificates for each Distribution Date will equal the
Weighted
Average Adjusted Net Mortgage Rate for such Distribution Date.
(4) The
Pass-Through Rate for the Class XW Certificates will be calculated
in
accordance
with the definition of "Class XW Pass-Through Rate".
(5) The Class XW
Certificates will not have Class Principal Balances; rather,
such Class of
Certificates will accrue interest as provided herein on the
related
Certificate Notional Amount.
The Class R-I and Class R-II Certificates will bear no
Pass-Through
Rate and will have no initial Certificate Principal Balances or
notional
amounts. Any Available Distribution Amount (i) remaining in the
REMIC I
Distribution Account after the distribution of all amounts
distributable in
respect of the REMIC I Regular Interests and (ii) remaining in the
REMIC II
Distribution Account after distributions to the Holders of the
REMIC II Regular
Certificates shall be distributed to the Holders of the Class R-I
and Class R-II
Certificates, respectively.
The portion of the Trust Fund consisting of the Excess Interest
and
the Excess Interest Distribution Account will be treated as a
portion of the
Grantor Trust (the "Excess Interest Grantor Trust") for federal
income tax
purposes. The Class V Certificates will represent undivided
beneficial interests
in the Excess Interest Grantor Trust.
The portion of the Trust Fund consisting of the Class A-MFL
Regular
Interest, the Class A-MFL Swap Contract, the Class A-MFL Floating
Rate Account
and the proceeds thereof, shall be treated as a portion of the
Grantor Trust
(the "Class A-MFL Grantor Trust") for federal income tax purposes.
The Class
A-MFL Certificates will represent undivided beneficial interests in
the Class
A-MFL Grantor Trust.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the REMIC
Administrator agree as follows:
ARTICLE I
DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
AND THE
CERTIFICATES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"10-K Filing Deadline": As defined in Section 11.05(a).
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"575 Lexington Avenue Controlling Holder": The meaning assigned
to
"Controlling Holder" in the 575 Lexington Avenue Intercreditor
Agreement. The
initial 575 Lexington Avenue Controlling Holder shall be set forth
on Schedule
VII hereto.
"575 Lexington Avenue Intercreditor Agreement": The Agreement
Among
Note Holders dated as of February 1, 2007 by and between the 575
Lexington
Avenue Note A-1 Holder and the 575 Lexington Avenue Note A-2 Holder
relating to
the relative rights of such holders, as the same may be further
amended from
time to time in accordance with the terms thereof.
"575 Lexington Avenue Note A-1": With respect to the 575
Lexington
Avenue Pari Passu Mortgage Loan, the related Mortgage Note that is
included in
the Trust Fund.
"575 Lexington Avenue Note A-1 Holder": The holder of the 575
Lexington Avenue Note A-1, initially Bank of America, National
Association.
"575 Lexington Avenue Note A-2": The Mortgage Note related to
575
Lexington Avenue Pari Passu Whole Loan that is not included in the
Trust, which
is pari passu in right of payment to the 575 Lexington Avenue Note
A-1 as set
forth in the 575 Lexington Avenue Intercreditor Agreement.
"575 Lexington Avenue Note A-2 Holder": The holder of the 575
Lexington Avenue Note A-2, initially Bank of America, National
Association.
"575 Lexington Avenue Noteholders": The holder of the Mortgage
Note for the 575 Lexington Avenue Pari Passu Mortgage Loan and the
575
Lexington Avenue Note A-2 Holder.
"575
Lexington Avenue Pari Passu Companion Loan": The loan
evidenced by the 575 Lexington Avenue Note A-2.
"575 Lexington Avenue Pari Passu Companion Loan Holder": The
holder of the 575 Lexington Avenue Pari Passu Companion Loan.
"575
Lexington Avenue Pari Passu Mortgage Loan": The Mortgage
Loan identified as Loan No. 3403716 in the Mortgage Loan Schedule,
which,
together with the 575 Lexington Avenue Note A-1, is secured by a
Mortgage on
the related Mortgaged Properties.
"575 Lexington Avenue Pari Passu Whole Loan": The 575 Lexington
Avenue Pari Passu Mortgage Loan together with the 575 Lexington
Avenue Pari
Passu Companion Loan. References herein to 575 Lexington Avenue
Pari Passu Whole
Loan shall be construed to refer to the aggregate indebtedness
under the 575
Lexington Avenue Note A-1 and the 575 Lexington Avenue Note
A-2.
"A/B Companion Loan": Each of the Forest Hills Corporate Center
A/B Companion Loan and the Richmond Ridge Apartments A/B Companion
Loan, as
applicable.
"A/B Mortgage Loan": Each of the Forest Hills Corporate Center
A/B Mortgage Loan and the Richmond Ridge Apartments A/B Mortgage
Loan, as
applicable.
"A/B Whole Loan": Either of the Forest Hills Corporate Center
A/B
Whole Loan or the Richmond Ridge Apartments A/B Whole Loan, as
applicable.
"A/B Whole Loan Purchase Option Holder": With respect to any
A/B
Whole Loan, the holder of the related purchase option, if any,
under the related
Intercreditor Agreement.
"Accrued Certificate Interest": With respect to any Class of
REMIC
II Regular Certificates and the Class A-MFL Regular Interest, for
any
Distribution Date, one month's interest at the Pass-Through Rate
applicable to
such Class of Certificates or the Class A-MFL Regular Interest for
such
Distribution Date, accrued on the related Class Principal Balance
of such Class
of Certificates outstanding immediately prior to such Distribution
Date and,
with respect to the Class XW Certificates for any Distribution
Date, the sum of
the Accrued Component Interest for the related Interest Accrual
Period for all
of their respective Components for such Distribution Date. For the
avoidance of
doubt, the Accrued Certificate Interest in respect of any Class of
REMIC II
Regular Certificates for any Distribution Date shall be deemed to
have accrued
during the applicable Interest Accrual Period. Except with respect
to the Class
A-MFL Certificates, Accrued Certificate Interest shall be
calculated on the
basis of a 360-day year consisting of twelve 30-day months. Accrued
Certificate
Interest with respect to the Class A-MFL Certificates shall be
calculated on an
Actual/360 Basis; provided, however, if a Class A-MFL Distribution
Conversion
has occurred, Accrued Certificate Interest with respect to the
Class A-MFL
Certificates shall be the same as for the Class A-MFL Regular
Interest.
"Accrued Component Interest": With respect to each Component of
the
Class XW Certificates for any Distribution Date, one month's
interest at the
Class XW Strip Rate applicable to such Component for such
Distribution Date,
accrued on the Component Notional Amount of such Component
outstanding
immediately prior to such Distribution Date. Accrued Component
Interest shall be
calculated as described in the definitions of Class XW Strip Rate
with respect
to any applicable Component and any Distribution Date, and shall be
deemed to
accrue during the calendar month preceding the month in which such
Distribution
Date occurs.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during any calendar month (or
other
applicable recurring accrual period) in a year assumed to consist
of 360 days.
"Additional Collateral": Any non-real property collateral
pledged
and/or delivered by or on behalf of the related Mortgagor and held
by the
related Mortgagee to secure payment on any Loan.
"Additional Disclosure Notification": The form of notification to
be
included with any Additional Form 10-D Disclosure, Additional Form
10-K
Disclosure or Additional Form 8-K Disclosure, which is attached
hereto as
Schedule XII.
"Additional Exclusions": Exclusions relating to terrorist or
similar
acts in addition to those customarily found in insurance policies
for Mortgaged
Properties prior to September 11, 2001.
"Additional Form 8-K Disclosure": As defined in Section 11.07.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Master Servicing Compensation": As defined in
Section
3.11(b).
"Additional Servicer": Each Affiliate of the Master Servicer
that
services any of the Mortgage Loans and each Person who is not an
Affiliate of
the Master Servicer, other than the Special Servicer and the
Trustee, who
Services 10% or more of the Mortgage Loans.
"Additional Special Servicing Compensation": As defined in
Section 3.11(d).
"Additional Trust Fund Expense": Any expense incurred or
shortfall
experienced with respect to the Trust Fund and not otherwise
included in the
calculation of a Realized Loss, that would result in the Holders of
the
Principal Pay Certificates or the Class A-MFL Regular Interest
receiving less
than the full amount of principal and/or interest to which they are
entitled on
any Distribution Date.
"Adjusted Net Mortgage Rate": With respect to any Loan or REO
Loan,
for any Distribution Date, the annualized rate at which interest
would have to
accrue thereon on a 30/360 Basis during the most recently ended
calendar month
to produce the actual amount of interest accrued (or, if such Loan
or REO Loan,
as the case may be, is prepaid, in whole or in part, or otherwise
liquidated
during such calendar month, that otherwise would have accrued) in
respect of
such Loan or REO Loan, as the case may be, at the related Net
Mortgage Rate in
effect for such Loan or REO Loan during such calendar month. Such
rate shall be
calculated by multiplying (i) the Net Mortgage Rate (and, in the
case of an ARD
Loan after its Anticipated Repayment Date, without giving effect to
any Excess
Interest or the Excess Interest Rate) by (ii) the actual number of
days of
accrued interest for the related period for such Loan or REO Loan,
divided by
30; provided, however, with respect to such Loan or REO Loan, the
Adjusted Net
Mortgage Rate for the one-month period (a) prior to the Due Dates
in January and
February in any year that is not a leap year or in February in any
year that is
a leap year (unless, in either case, the related Distribution Date
is the final
Distribution Date) will be the per annum rate stated in the related
Mortgage
Note as of the Closing Date less the related Administrative Fee
Rate and (b)
prior to the Due Date in March (or February, if the related
Distribution Date is
the final Distribution Date) will be determined inclusive of one
day of interest
retained for each of the one-month periods prior to the Due Dates
in January and
February in any year that is not a leap year or February in any
year that is a
leap year.
"Administrative Fee Rate": With respect to each Mortgage Loan
and
REO Loan, as specified in the Mortgage Loan Schedule, being the sum
of the
related Master Servicing Fee Rate and the Trustee Fee Rate.
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": Interest accrued on any Advance at the
Reimbursement Rate and payable to the Master Servicer (or any
Sub-Servicer), the
Special Servicer or the Trustee, as the case may be, all in
accordance with
Section 3.11(g) or Section 4.03(d), as applicable.
"Adverse Grantor Trust Event": Either: (i) any impairment of
the
status of the Grantor Trust as a "grantor trust" under subpart E,
Part I of
subchapter J of the Code; or (ii) the imposition of a tax upon the
Grantor Trust
or any of its assets or transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates or Companion Loan Securities and each Rating Agency
that has
assigned a rating thereto, as of any date of determination, the
qualification,
downgrade or withdrawal of the rating then assigned to such Class
of Rated
Certificates or Companion Loan Securities by such Rating Agency (or
the placing
of such Class of Rated Certificates or Companion Loan Securities on
"negative
credit watch" status in contemplation of any such action with
respect thereto).
"Adverse REMIC Event": With respect to each of REMIC I and REMIC
II,
either (i) the endangerment of the status of such REMIC as a REMIC
or (ii),
except as permitted by Section 3.17(a), the imposition of a tax
upon such REMIC
or any of its assets or transactions (including, without
limitation, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax
on certain contributions set forth in Section 860G(d) of the
Code).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have the meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement, together with
all
amendments hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any ARD Loan, the
date
specified on the related Mortgage Note, as of which Excess Interest
shall begin
to accrue on such Loan, which date is prior to the Stated Maturity
Date for such
Loan.
"Applicable State Law": For purposes of Article X, the
Applicable
State Law shall be (a) the laws of any state in which the Corporate
Trust Office
of the Trustee is located, (b) the laws of the states in which any
loan
documents are held and/or any REO Properties are located, (c) such
other state
and local law whose applicability shall have been brought to the
attention of
the REMIC Administrator by either (i) an Opinion of Counsel
delivered to it or
(ii) written notice from the appropriate taxing authority as to
the
applicability of such state law, and (d) such other state or local
law as to
which the REMIC Administrator has actual knowledge of
applicability.
"Appraisal": With respect to any Mortgaged Property or REO
Property
as to which an appraisal is required to be performed pursuant to
the terms of
this Agreement, a narrative appraisal complying with Title XI of
FIRREA (or, in
the case of a Loan or REO Loan with a Stated Principal Balance as
of the date of
such appraisal of $2,000,000 or less, at the Special Servicer's
option, either a
limited appraisal and a summary report or an internal valuation
prepared by the
Special Servicer) that indicates the "market value" of the subject
property, as
defined in 12 C.F.R. ss.225.62(g), and is conducted by a Qualified
Appraiser (or
by the Special Servicer in the case of a limited appraisal and
summary report or
internal valuation with respect to a Loan or an REO Loan with a
Stated Principal
Balance as of the date of such appraisal or valuation of $2,000,000
or less).
"Appraisal Reduction Amount": With respect to any Required
Appraisal
Loan, an amount (calculated as of the Determination Date by the
Special Servicer
immediately following the later of the date on which the most
recent relevant
Appraisal acceptable for purposes of Section 3.19(b) was obtained
by the Special
Servicer pursuant to this Agreement and the date of the most recent
Appraisal
Trigger Event with respect to such Required Appraisal Loan) equal
to the excess,
if any, of:
(1) the sum of (a) the Stated Principal Balance of such
Required
Appraisal Loan as of such Determination Date, (b) to the extent not
previously
advanced by or on behalf of the Master Servicer, or the Trustee,
all unpaid
interest (net of Default Interest) accrued on such Required
Appraisal Loan
through the most recent Due Date prior to such Determination Date,
(c) all
unpaid Master Servicing Fees, Special Servicing Fees, Trustee Fees
and
Additional Trust Fund Expenses accrued with respect to such
Required Appraisal
Loan, (d) all related unreimbursed Advances made by or on behalf of
the Master
Servicer, the Special Servicer or the Trustee with respect to such
Required
Appraisal Loan and reimbursable out of the Trust Fund and all
Advances related
to such Required Appraisal Loan that were not reimbursed out of
collections on
such Required Appraisal Loan, together with all unpaid Advance
Interest accrued
on such Advances, and (e) all currently due but unpaid real estate
taxes and
assessments, insurance premiums and, if applicable, ground rents in
respect of
the related Mortgaged Property or REO Property, as applicable, for
which neither
the Master Servicer nor the Special Servicer holds any Escrow
Payments or
Reserve Funds; over
(2) the sum of (x) the excess, if any, of (i) 90% of the
Appraised
Value of the related Mortgaged Property or REO Property (subject to
such
downward adjustments as the Special Servicer may deem appropriate
in accordance
with the Servicing Standard (without implying any obligation to do
so) based
upon its review of the related Appraisal and such other information
as the
Special Servicer deems appropriate), as applicable, as determined
by the most
recent relevant Appraisal acceptable for purposes of Section
3.19(b), over (ii)
the amount of any obligation(s) secured by any liens on such
Mortgaged Property
or REO Property, as applicable, that are prior to the lien of such
Required
Appraisal Loan, and (y) any Escrow Payments, Reserve Funds and/or
Letters of
Credit held by the Master Servicer or the Special Servicer with
respect to such
Required Appraisal Loan, the related Mortgaged Property or any
related REO
Property (exclusive of any such items that are to be applied to
real estate
taxes, assessments, insurance premiums and/or ground rents or that
were taken
into account in determining the Appraised Value of the related
Mortgaged
Property or REO Property, as applicable, referred to in clause
(2)(x)(i) of this
definition).
Notwithstanding the foregoing, if (i) an Appraisal Trigger
Event
occurs with respect to any Loan, (ii) either (A) no Appraisal has
been obtained
or conducted, as applicable in accordance with Section 3.19(b),
with respect to
the related Mortgaged Property during the 12 month period prior to
the date of
such Appraisal Trigger Event or (B) there shall have occurred since
the date of
the most recent Appraisal a material change in the circumstances
surrounding the
related Mortgaged Property that would, in the Special Servicer's
judgment,
materially affect the value of the property, and (iii) no new
Appraisal is
obtained or conducted, as applicable in accordance with Section
3.19(b), within
60 days after such Appraisal Trigger Event, then (x) until such new
Appraisal is
obtained or conducted, as applicable in accordance with Section
3.19(b), 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 3.19(b), of such new Appraisal by the
Special
Servicer, the Appraisal Reduction Amount for such Required
Appraisal Loan will
be recalculated in accordance with the preceding sentence of this
definition.
Also notwithstanding the foregoing, if and when any
Cross-Collateralized Mortgage Loan becomes a Required Appraisal
Loan, an
Appraisal Reduction Amount shall be calculated for the entire
Cross-Collateralized Set to which that particular
Cross-Collateralized Mortgage
Loan belongs as if such Cross-Collateralized Set was a single
mortgage loan
secured by multiple properties, and any resulting Appraisal
Reduction Amount for
such Cross-Collateralized Set shall be allocated among the
respective
Cross-Collateralized Mortgage Loans forming that set on a pro rata
basis in
accordance with the respective Stated Principal Balances of those
Loans.
In addition, notwithstanding the foregoing and for the avoidance
of
doubt, for purposes of calculating Appraisal Reduction Amounts for
determining
change of control with respect to any Whole Loan, references to the
Stated
Principal Balance will be to the entire Stated Principal Balance
thereof (i.e.,
the aggregate Stated Principal Balances of the related Mortgage
Loan and, in the
case of a Whole Loan, the related Companion Loan).
Each Whole Loan will be treated as a single mortgage loan for
purposes of calculating an Appraisal Reduction Amount with respect
to the
mortgage loans that comprise the Whole Loan.
For the
avoidance of doubt, any Appraisal Reduction Amount with
respect to an A/B Whole Loan shall be calculated based upon the
aggregate Stated
Principal Balances of the related A/B Mortgage Loan and the related
A/B
Companion Loan and shall be deemed allocated: first, to the related
A/B
Companion Loan to the extent of its outstanding principal balance
and then to
the related Mortgage Loan.
"Appraisal Trigger Event": With respect to any Loan, any of the
following events:
(i) such Loan becomes
a Modified Loan;
(ii) any such Loan becomes a Defaulted Loan;
(iii) the passage of 60 days after the Special Servicer
receives notice that the Mortgagor under such Loan becomes the
subject of bankruptcy, insolvency or similar proceedings that
remain
undischarged and undismissed;
(iv) the passage of 60 days after the Special Servicer
receives notice that a receiver or similar official is
appointed
with respect to the related Mortgaged Property;
(v) the related Mortgaged Property becomes an REO Property; or
(vi) if a Loan has been extended three times, upon the
sixtieth day after the third extension.
"Appraised Value": With respect to any Mortgaged Property and as
of
any date of determination, the appraised value of a Mortgaged
Property or REO
Property based upon the most recent Appraisal obtained or
conducted, as
appropriate, pursuant to this Agreement.
"Approval Provisions": With respect to any Loan and the
provisions
set forth in Section 3.21(e), the approvals and consents and the
time frames for
such approvals and consents necessary in connection with the taking
of a Special
Action or the extension of the maturity date of a Loan set forth
below (in each
case subject to the limitations set forth in Section 3.21(e) and
Section
3.21(f):
(i) with respect to any Performing Loan, the Master Servicer
shall obtain the approval or consent of the Special Servicer in
connection with a Special Action;
(ii) with respect to (A) any Non-Partitioned Loan or Post CAP
Whole Loan that is a Performing Loan that involves an extension
of
the maturity date of such Loan or (B) in connection with a
Special
Action for any Non-Partitioned Loan or Post CAP Whole Loan that is
a
Performing Loan, the Master Servicer shall obtain the approval
and
consent of the Special Servicer and the Special Servicer shall
obtain the approval and consent of the Directing
Certificateholder
in connection with a Special Action that involves an extension
of
the maturity date of such Loan; and
(iii) with respect to any Non-Partitioned Loan or Post CAP
Whole Loan that is a Specially Serviced Loan, the Special
Servicer
shall obtain the approval and consent of the Directing
Certificateholder in connection with a Special Action;
(iv) with respect to any A/B Whole Loan, during any time
period that a related Control Appraisal Period does not exist,
the
Master Servicer, if such A/B Whole Loan is a then Performing
Loan,
shall seek the approval and consent of the Special Servicer, and
the
Special Servicer shall then obtain the approval and consent of
the
related Controlling Holder in connection with a Special Action;
and
(v) with respect to any A/B Whole Loan, during any time period
that a related Control Appraisal Period does not exist, the
Special
Servicer, if such A/B Whole Loan is a then Specially Serviced
Loan,
shall obtain the approval and consent of the related
Controlling
Holder in connection with a Special Action.
With respect to any extension or Special Action set forth in
clauses
(i) , (ii) and (iv) of this definition, the Special Servicer shall
respond to
the Master Servicer in writing (which may be via e-mail or
facsimile) of its
decision to grant or deny the Master Servicer's request for
approval and consent
within ten Business Days of its receipt of such request (except as
provided in
Section 3.08) and all information reasonably requested by the
Special Servicer,
as such time frame may be extended if the Special Servicer is
required to seek
the consent of the Directing Certificateholder, the related
Controlling Holder
or any Rating Agency. If the Special Servicer so fails to respond
to the Master
Servicer within the time period referenced in the immediately
preceding
sentence, such approval and consent shall be deemed granted. With
respect to any
Special Action described in clauses (ii) and (iii) of this
definition, the
Directing Certificateholder shall respond to the Special Servicer
within ten
Business Days of its receipt of such request in writing (which may
be via e-mail
or facsimile) and such request will be deemed granted if the
Directing
Certificateholder does not respond in such time frame. With respect
to any
Special Action described in clauses (iv) and (v) of this
definition, the related
Controlling Holder shall respond in writing (which may be via
e-mail or
facsimile) to the Special Servicer within ten Business Days of its
receipt of a
request for its approval and consent, and such request will be
deemed granted if
the required party does not respond in such time frame
"ARD Loan": Any
Mortgage Loan that provides for changes in payments
and accrual of interest, including the capture of Excess Interest
from the
related mortgaged property and an increase in the applicable
Mortgage Rate, if
it is not paid in full by the Anticipated Repayment Date. Each
Mortgage Loan
that is an ARD Loan is identified on the Mortgage Schedule as such
pursuant to
clause (xv) under the definition of Mortgage Loan Schedule.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": 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 related Loan, as
amended,
modified, renewed or extended through the date hereof and from time
to time
hereafter.
"Assumed Monthly Payment": With respect to any Balloon Loan for
its
Stated Maturity Date (provided that such Loan has not been paid in
full, and no
other Liquidation Event has occurred in respect thereof, on or
before the end of
the Collection Period in which such Stated Maturity Date occurs)
and for any
subsequent Due Date on which such Loan remains outstanding and part
of the Trust
Fund, if no Monthly Payment (other than a delinquent Balloon
Payment) is due for
such Due Date, the scheduled monthly payment of principal and/or
interest deemed
to be due in respect thereof on such Due Date equal to the amount
that would
have been due in respect of such Loan on such Due Date if it had
been required
to continue to accrue interest (exclusive, in the case of an ARD
Loan after its
Anticipated Repayment Date, of Excess 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, its most
recent scheduled maturity date (as such terms and amortization
schedule may have
been modified, and such maturity date may have been extended, in
connection with
a bankruptcy or similar proceeding involving the related Mortgagor
or a
modification, waiver or amendment of such Loan granted or agreed to
by the
Master Servicer or Special Servicer pursuant to Section 3.20). With
respect to
any REO Loan, for any Due Date therefor as of which the related REO
Property
remains part of the Trust Fund, the scheduled monthly payment of
principal
and/or interest deemed to be due in respect thereof on such Due
Date equal to
the Monthly Payment that was due (or, in the case of a Balloon Loan
described in
the preceding sentence of this definition, the Assumed Monthly
Payment that was
deemed due) in respect of the related Loan on the last Due Date
prior to its
becoming an REO Loan.
"Available Distribution Amount": With respect to any
Distribution
Date and each Mortgage Loan and, in the case of a Whole Loan (other
than with
respect to a P&I Advance required to be made by the Trustee),
only to the extent
received by the Trustee pursuant to the related Intercreditor
Agreement, an
amount equal to (a) the balance on deposit in the Certificate
Account and the
Distribution Account as of the close of business on the related
Determination
Date, including, without limitation, if and to the extent on
deposit therein as
of such time, the Master Servicer Remittance Amount for the related
Master
Servicer Remittance Date, any P&I Advances made by the Master
Servicer or the
Trustee to cover uncollected Monthly Payments due and/or Assumed
Monthly
Payments deemed due during the related Collection Period, any
Compensating
Interest Payments made by the Master Servicer to cover Prepayment
Interest
Shortfalls incurred during the related Collection Period, the
portion of Loss of
Value Payments deposited into the Certificate Account pursuant to
Section
3.05(g) and for the Distribution Date occurring in each March (or
February, if
the related Distribution Date is the final Distribution Date), the
related
Withheld Amounts remitted to the REMIC I Distribution Account
pursuant to
Section 4.05, net of (b) any portion of the amounts described in
clause (a) of
this definition that represents one or more of the following: (i)
collected
Monthly Payments that are due on a Due Date following the end of
the related
Collection Period, (ii) any payments of principal (including,
without
limitation, Principal Prepayments) and interest, Liquidation
Proceeds and
Insurance Proceeds received after the end of the related Collection
Period,
(iii) Prepayment Premiums, (iv) Excess Interest, (v) any amounts
payable or
reimbursable to any Person from the REMIC I Distribution Account
pursuant to any
of clauses (ii) through (vi) of Section 3.05(b), (vi) any amounts
deposited into
the REMIC I Distribution Account in error, (vii) all funds released
from the
Excess Liquidation Proceeds Account with respect to such
Distribution Date,
(viii) any amounts payable or reimbursable to any Person from the
Certificate
Account pursuant to clauses (ii) through (xvii) of Section 3.05(a),
and (ix) (A)
with respect to each Mortgage Loan that accrues interest on an
Actual/360 Basis
and any Distribution Date relating to the one-month period
preceding the
Distribution Date in each February (and in any January of a year
that is not a
leap year) (unless, in either case, the related Distribution Date
is the final
Distribution Date), an amount equal to the related Withheld Amount
pursuant to
Section 4.05 and (B) with respect to the first Distribution Date,
the Interest
Deposit Amount and the Initial Interest Reserve Deposit Amount;
provided that
the Available Distribution Amount for the Final Distribution Date
shall be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(iii)
of this
definition.
"BACM": Banc of America Commercial Mortgage Inc., or its
successors in interest.
"Balloon Loan": Any Loan that by its original terms or by virtue
of
any modification entered into as of the Closing Date (or, in the
case of a
Replacement Mortgage Loan, as of the related date of substitution)
provides for
an amortization schedule extending beyond its Stated Maturity Date
and as to
which, in accordance with such terms, the Monthly Payment due on
its Stated
Maturity Date is at least two times larger than the Monthly Payment
due on the
Due Date next preceding its Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any
date
of determination, the Monthly Payment payable on the Stated
Maturity Date of
such Loan.
"Balloon Payment Interest Shortfall": With respect to any
Balloon
Loan that is included as part of the Trust Fund, with a Stated
Maturity Date
that occurs after, or that provides for a grace period for its
Balloon Payment
that runs past, the Determination Date in any calendar month, and
as to which
the Balloon Payment is actually received after the Determination
Date in such
calendar month (but no later than its Stated Maturity Date or, if
there is an
applicable grace period, beyond the end of such grace period), the
amount of
interest, to the extent not collected from the related
Determination Date, that
would have accrued on the principal portion of such Balloon Payment
during the
period from the related Stated Maturity Date to, but not including,
the first
day of the calendar month following the month of maturity (less the
amount of
related Master Servicing Fees that would have been payable from
that uncollected
interest and, if applicable, exclusive of any portion of that
uncollected
interest that would have been Default Interest).
"Bank": As defined in Section 2.07.
"Bank of America": Bank of America, National Association, or
its
successors in interest.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to any Class of Sequential
Pay
Certificates and the Class A-MFL Regular Interest, is a fraction
(a) whose
numerator is the amount, if any, by which (i) the Pass-Through Rate
on such
Class of Certificates or the Class A-MFL Regular Interest exceeds
(ii) the
Discount Rate and (b) whose denominator is the amount, if any, by
which (i) the
Mortgage Rate on such Mortgage Loan exceeds (ii) the Discount Rate.
However,
under no circumstances shall the Base Interest Fraction be greater
than one. If
such Discount Rate is greater than or equal to the lesser of (x)
the Mortgage
Rate on such Mortgage Loan and (y) the Pass-Through Rate described
in the
preceding sentence, then the Base Interest Fraction will equal
zero.
"Base Prospectus": That certain prospectus dated February 15,
2007,
relating to trust funds established by the Depositor and publicly
offered
mortgage pass-through certificates evidencing interests
therein.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Borrower": 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.
"Breach": With respect to any Mortgage Loan, any breach of
representation or warranty made by the related Mortgage Loan Seller
pursuant to
Section 4(b) of the related Mortgage Loan Purchase and Sale
Agreement.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in Illinois, Florida, North Carolina,
New York, any
city in which the office of the Certificate Registrar is located or
any city in
which the Corporate Trust Office of the Trustee or principal place
of business
of the Master Servicer or Special Servicer is located are
authorized or
obligated by law or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response,
Compensation
and Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2007-1 as executed by the Trustee
and
authenticated and delivered hereunder by the Certificate
Registrar.
"Certificate Account": 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 Certificateholders, which shall be
entitled "Bank of
America, National Association, as Master Servicer, in trust for the
registered
holders of Banc of America Commercial Mortgage Inc., Commercial
Mortgage
Pass-Through Certificates, Series 2007-1, Certificate Account".
"Certificate Factor": With respect to any Class of REMIC II
Regular
Certificates, as of any date of determination, a fraction,
expressed as a
decimal carried to at least eight places, the numerator of which is
the then
related Class Principal Balance or Class Notional Amount, as the
case may be,
and the denominator of which is the related Initial Class Principal
Balance or
Initial Class Notional Amount, as the case may be.
"Certificate Notional Amount": With respect to a Class XW
Certificate, as of any date of determination, the then notional
amount of such
Certificate equal to the product of (a) the Percentage Interest
evidenced by
such Certificate, multiplied by (b) the then Class Notional Amount
of the Class
XW Certificates.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Principal
Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class
Principal
Balance of the Class of Certificates to which such Certificate
belongs.
"Certificate Register"
and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section
5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided
that solely for
the purposes of giving any consent, approval or waiver pursuant to
this
Agreement, any Certificate registered in the name of the Depositor,
either
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the REMIC
Administrator or the Trustee or any Affiliate of any of them shall
be deemed not
to be outstanding, and the Voting Rights to which any of them is
entitled shall
not be taken into account in determining whether the requisite
percentage of
Voting Rights necessary to effect any such consent, approval or
waiver has been
obtained, except as otherwise provided in Sections 7.04 and
12.01(b) or except
in connection with the Controlling Class exercising its rights
under Section
3.23, or unless such Persons collectively own an entire Class of
Certificates
and only the Holders of such Class of Certificates are entitled to
grant such
consent, approval or waiver. The Certificate Registrar shall be
entitled to
request and rely upon a certificate of the Depositor, the Master
Servicer, the
Special Servicer or, if other than the Trustee, the REMIC
Administrator, as the
case may be, in determining whether or not a Certificate is
registered in the
name of an Affiliate of such Person. All references herein to
"Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners
as they may
indirectly exercise such rights through the Depository and the
Depository
Participants, except as otherwise specified herein; provided,
however, the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer" means the Master Servicer, the Special
Servicer, the Trustee or an Additional Servicer, as the case may
be.
"Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical Class designation, and
each REMIC I
Regular Interest and Corresponding Component.
"Class A Certificates": Any one of the Class A Senior
Certificates and the Class A Junior Certificates.
"Class A Junior Certificates": The Class A-MFX, Class A-MFL
(through the Class A-MFL Regular Interest) and Class A-J
Certificates.
"Class A Senior Certificate": Any one of the Class A-1, Class
A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates.
"Class A-1 Certificate": 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 "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1 Pass-Through Rate": A fixed per annum rate equal to
5.2590%.
"Class A-1A Certificate": Any one of the Certificates with a
"Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1A Pass-Through Rate": A per annum rate equal to
5.4280%.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Pass-Through Rate": A fixed per annum rate equal to
5.3810%.
"Class A-3 Certificate": 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 "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-3 Pass-Through Rate": A fixed per annum rate equal to
5.4490%.
"Class A-4 Certificate": Any one of the Certificates with a
"Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-4 Pass-Through Rate": A per annum rate equal to
5.4510%.
"Class A-AB Certificate": Any one of the Certificates with a
"Class
A-AB" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-AB Pass-Through Rate": A fixed per annum rate equal to
5.4220%.
"Class A-AB Planned Principal Amount": The planned principal
amount
set forth on ANNEX E to the Prospectus Supplement relating to
principal payments
for the Class A-AB Regular Interest.
"Class A-J Certificate": Any one of the Certificates with a
"Class
A-J" designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-J Pass-Through Rate": A per annum rate equal to
5.5230%;
provided, however, the Class A-J Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class A-MFL Available Funds": With respect to any Distribution
Date, will equal (A) the sum of: (i) the total amount of all
principal and/or
interest distributions on or in respect of the Class A-MFL Regular
Interest with
respect to such Distribution Date and (ii) the amounts, if any,
received from
the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap
Contract for
such Distribution Date, less (B) with respect to interest
distributions, all
regularly scheduled fixed interest amounts (prior to the
termination of the
Class A-MFL Swap Contract or prior to the occurrence and during the
continuance
of a Swap Default, exclusive of any Prepayment Premiums allocated
in respect of
the Class A-MFL Regular Interest) required to be paid to the Class
A-MFL Swap
Counterparty pursuant to the Class A-MFL Swap Contract for such
Distribution
Date.
"Class A-MFL Certificate": Any one of the Certificates with a
"Class
A-MFL" designation on the face thereof, substantially in the form
of Exhibit
A-11 attached hereto, and evidencing a "regular interest" in REMIC
II for
purposes of the REMIC Provisions.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence and during the
continuation of a Class
A-MFL Swap Default of the nature described in clause (i) of the
definition of
Class A-MFL Swap Default while the Trustee on behalf of the Trust
is pursuing
remedies under the Class A-MFL Swap Contract pursuant to Section
3.31 or (ii)
immediately upon and following the termination of the Class A-MFL
Swap Contract
until a replacement Class A-MFL Swap Contract is entered into, if
any, the
conversion of distributions on the Class A-MFL Certificates from
distributions
based, in part, on floating interest payments from the Class A-MFL
Swap
Counterparty under the Class A-MFL Swap Contract to distributions
based solely
on fixed interest distributions in respect of the Class A-MFL
Regular Interest,
as specified in Section 4.01(l).
"Class A-MFL Fixed Amount": The "Fixed Amount" as defined in
the
Class A-MFL Swap Contract.
"Class A-MFL Fixed Swap Payment": With respect to any
Distribution
Date, the Class A-MFL Fixed Amount required to be paid to the Class
A-MFL Swap
Counterparty by the Trust under the Class A-MFL Swap Contract.
"Class A-MFL Floating Amount": The "Floating Amount" as defined
in the Class A-MFL Swap Contract.
"Class A-MFL Floating Rate Account": The trust account or
accounts
created and maintained as a separate account or accounts (or as a
subaccount of
the Distribution Account) by the Trustee pursuant to Section
3.04(c), which
shall be entitled "LaSalle Bank National Association, as Trustee,
in trust for
the registered Holders of Banc of America Commercial Mortgage Inc.,
Commercial
Mortgage Pass Through Certificates, Series 2007-1 Class A-MFL
Certificates,
Class A-MFL Floating Rate Account", and which must be an Eligible
Account (or a
subaccount of an Eligible Account). The Class A-MFL Floating Rate
Account shall
not be an asset of either REMIC I or REMIC II.
"Class A-MFL Floating Swap Payment": With respect to any
Distribution Date, the Floating Amount required to be paid to the
Trust by the
Class A-MFL Swap Counterparty under the Class A-MFL Swap
Contract.
"Class A-MFL Grantor Trust": That certain "grantor trust"
(within
the meaning of the Grantor Trust Provisions), the assets of which
are the Class
A-MFL Grantor Trust Assets.
"Class A-MFL Grantor Trust Assets": The segregated pool of
assets
consisting of the A-MFL Regular Interest, the Class A-MFL Swap
Contract and the
Class A-MFL Floating Rate Account and the proceeds thereof, the
beneficial
ownership of which is represented by the Class A-MFL
Certificates.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (A) the sum of: (i) the
Distributable
Certificate Interest received in respect of the Class A-MFL Regular
Interest for
such Distribution Date, (ii) the Class A-MFL Floating Swap Payment
and (iii) any
termination payment paid by the Class A-MFL Swap Counterparty to
the Trustee
upon the termination of the Class A-MFL Swap Contract provided no
replacement
Class A-MFL Swap Contract has been entered into prior to such
Distribution Date,
less (B) the Class A-MFL Net Swap Payment for such Distribution
Date.
"Class A-MFL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i) the Class A-MFL Fixed
Swap Payment
over (ii) the Class A-MFL Floating Swap Payment.
"Class A-MFL Pass-Through Rate": For any Distribution Date on
which
a Class A-MFL Distribution Conversion has not occurred and is not
continuing, a
per annum rate equal to LIBOR plus 0.1650% and, for any
Distribution Date on
which a Class A-MFL Distribution Conversion has occurred and is
continuing,
5.4160% per annum.
"Class A-MFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-MFL Regular Interest on
such
Distribution Date.
"Class A-MFL Regular Interest": The uncertificated interest in
REMIC
II, designated as "Class A-MFL", constituting a "regular interest"
in REMIC II
for purposes of the REMIC Provisions and having the characteristics
attributable
thereto in this Agreement.
"Class A-MFL Regular Interest Pass-Through Rate": A per annum
rate
equal to 5.4160%.
"Class A-MFL Swap Contract": The 1992 ISDA Master Agreement
(Multi-Currency Cross Border) together with the related schedule,
confirmation
and any annexes thereto, dated as of February 27, 2007, by and
among the A-MFL
Swap Counterparty and the Trustee, solely in its capacity as
Trustee, on behalf
of the Trust, or any replacement interest rate swap agreement
entered into by
the Trustee in accordance with this Agreement.
"Class A-MFL Swap Counterparty": Swiss Re Financial Products
Corporation, a Delaware corporation, acting in such capacity or its
successor in
interest or any swap counterparty under a replacement Class A-MFL
Swap Contract.
"Class A-MFL Swap Default": Any failure on the part of the
Class
A-MFL Swap Counterparty to (i) make a required payment under the
Class A-MFL
Swap Contract, as and when due thereunder or (ii) either post
acceptable
collateral or find an acceptable replacement swap counterparty
after a Rating
Agency Trigger Event has occurred as required by Part 1, paragraph
(k) of the
Schedule of the Master Agreement in the Class A-MFL Swap Contract
or any early
termination date as designated under the Class A-MFL Swap Contract
shall have
occurred.
"Class A-MFL Swap Termination Fees": Any fees or expenses payable
by
the Class A-MFL Swap Counterparty to the Trust in connection with a
Class A-MFL
Swap Default, termination of the Class A-MFL Swap Contract or
liquidation of the
Class A-MFL Swap Contract, as specified in the Class A-MFL Swap
Contract.
"Class A-MFX Certificate": Any one of the Certificates with a
"Class
A-MFX" designation on the face thereof, substantially in the form
of Exhibit A-8
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-MFX Pass-Through Rate": A per annum rate equal to
5.4820%;
provided, however, the Class A-MFX Pass-Through Rate shall not
exceed the
Weighted Average Adjusted Net Mortgage Rate for the related
Distribution Date.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof, substantially in the form of
Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class B Pass-Through Rate": A per annum rate equal to 5.5430%;
provided, however, the Class B Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class C Certificate": Any one of the Certificates with a "Class
C"
designation on the face thereof, substantially in the form of
Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class C Pass-Through Rate": A per annum rate equal to 5.5620%;
provided, however, the Class C Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class D Certificate": Any one of the Certificates with a "Class
D"
designation on the face thereof, substantially in the form of
Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class D Pass-Through Rate": A per annum rate equal to 5.5920%;
provided, however, the Class D Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof, substantially in the form of
Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Pass-Through Rate": A per annum rate equal to 5.6310%;
provided, however, the Class E Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class F Certificate": Any one of the Certificates with a "Class
F"
designation on the face thereof, substantially in the form of
Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class F Pass-Through Rate": A per annum rate equal to 5.6710%;
provided, however, the Class F Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class G Certificate": Any one of the Certificates with a "Class
G"
designation on the face thereof, substantially in the form of
Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class G Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof, substantially in the form of
Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class H Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof, substantially in the form of
Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class J Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof, substantially in the form of
Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class K Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof, substantially in the form of
Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class L Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class LA-MFL Regular Interests": The REMIC I Regular Interest
designated as Class LA-MFL.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof, substantially in the form of
Exhibit A-21
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class M Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof, substantially in the form of
Exhibit A-22
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class N Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class O Certificate": Any one of the Certificates with a "Class
O"
designation on the face thereof, substantially in the form of
Exhibit A-23
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class O Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class O Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class P Certificate": Any one of the Certificates with a "Class
P"
designation on the face thereof, substantially in the form of
Exhibit A-24
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class P Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class P Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class Principal Balance": The aggregate principal amount of
any
Class of Principal Pay Certificates or the Class A-MFL Regular
Interest
outstanding as of any date of determination. As of the Closing
Date, the Class
Principal Balance of each such Class of Certificates and the Class
A-MFL Regular
Interest shall equal the Initial Class Principal Balance thereof.
On each
Distribution Date, the Class Principal Balance of each Class of
Principal Pay
Certificates, the Class A-MFL Regular Interest shall be permanently
reduced by
the amount of any distributions of principal made thereon on such
Distribution
Date pursuant to Section 4.01(b), and shall be further permanently
reduced on
such Distribution Date as and to the extent provided in Section
4.04. The Class
Principal Balance of the Class A-MFL Certificates shall be equal at
all times to
the Class Principal Balance of the Class A-MFL Regular
Interest.
"Class Q Certificate": Any one of the Certificates with a "Class
Q"
designation on the face thereof, substantially in the form of
Exhibit A-25
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Q Pass-Through Rate": A per annum rate equal to 5.1920%;
provided, however, the Class P Pass-Through Rate shall not exceed
the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution
Date.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-27
attached hereto, and evidencing the REMIC I Residual Interest for
purposes of
the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-28
attached hereto, and evidencing the sole Class of "residual
interest" in REMIC
II for purposes of the REMIC Provisions.
"Class V Certificate": Any one of the Certificates with a "Class
V"
designation on the face thereof, substantially in the form of
Exhibit A-26
attached hereto, and evidencing undivided beneficial interests in
the portion of
the Trust Fund consisting of Excess Interest and the Excess
Interest
Distribution Account.
"Class XW Certificate": Any one of the Certificates with a
"Class
XW" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class XW Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of all of the
Components.
"Class XW Pass-Through Rate": With respect to the initial
Distribution Date, 0.2920% per annum, and for any subsequent
Distribution Date,
the weighted average of the Class XW Strip Rates for the respective
Components
for such Distribution Date (weighted on the basis of the respective
Component
Notional Amounts of such Components outstanding immediately prior
to such
Distribution Date).
"Class XW Strip Rate": With respect to any Class of Components
for
any Distribution Date, a rate per annum equal to (i) the Weighted
Average
Adjusted Net Mortgage Rate for such Distribution Date, minus (ii)
the
Pass-Through Rate for the Corresponding Certificates (provided that
in no event
shall any Class XW Strip Rate be less than zero).
"Clearstream": Clearstream Banking, societe anonyme.
"Closing Date": February 27, 2007.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, initial
purchasers,
placement agents and underwriters generally involved in the
commercial mortgage
loan securitization industry that is the principal such association
or
organization in the commercial mortgage loan securitization
industry and one of
whose principal purposes is the establishment of industry standards
for
reporting transaction-specific information relating to commercial
mortgage
pass-through certificates and commercial mortgage-backed bonds and
the
commercial mortgage loans and foreclosed properties underlying or
backing them
to investors holding or owning such certificates or bonds, and any
successor to
such other association or organization. If an organization or
association
described in one of the preceding sentences of this definition does
not exist,
"CMSA" shall be deemed to refer to such other association or
organization as
shall be selected by the Master Servicer and reasonably acceptable
to the
Trustee, the Special Servicer and the Directing
Certificateholder.
"CMSA Advance Recovery Report": The monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recovery Report" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Advance Recovery Report" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee.
"CMSA Bond Level File": 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 recommended by
the CMSA for
commercial mortgage securities transactions generally and is
reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": 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 recommended by
the CMSA for
commercial mortgage securities transactions generally and is
reasonably
acceptable to the Trustee.
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Comparative Financial Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information as may from time to time be recommended by the CMSA for
commercial
mortgage securities transactions generally and is reasonably
acceptable to the
Master Servicer and the Special Servicer.
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage securities transactions generally and is
reasonably
acceptable to the Master Servicer.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA Investor Reporting Package": Collectively refers to:
(a) the following seven electronic files: (i) CMSA Bond Level
File, (ii) CMSA Collateral Summary File, (iii) CMSA Property
File,
(iv) CMSA Loan Periodic Update File, (v) CMSA Loan Setup File,
(vi)
CMSA Financial File, and (vii) CMSA Special Servicer Loan File;
(b) the following eight supplemental reports: (i) CMSA
Comparative Financial Status Report, (ii) CMSA Delinquent Loan
Status Report, (iii)
CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (iv) CMSA Operating Statement Analysis
Report,
(v) CMSA NOI Adjustment Worksheet, (vi) CMSA REO Status Report,
(vii) CMSA Servicer Watch List and (viii) CMSA Loan Level Reserve
-
LOC Report;
(c) the CMSA Advance Recovery Report; and
(d) such other reports as CMSA may hereafter designate as part
of the CMSA Investor Reporting Package that are reasonably
acceptable to the Master Servicer, Special Servicer or Trustee,
as
applicable.
"CMSA Loan Level Reserve-LOC Report": The monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Level Reserve LOC Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be recommended by the CMSA for commercial mortgage securities
transactions
generally and is reasonably acceptable to the Master Servicer.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Loan Periodic Update File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Master Servicer, the Special Servicer
and the
Trustee.
"CMSA Loan Setup File": 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 recommended by the CMSA for
commercial
mortgage securities transactions generally and is reasonably
acceptable to the
Master Servicer, the Special Servicer and the Trustee.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage securities transactions generally and is
acceptable to the
Master Servicer or the Special Servicer, as applicable, and in any
event, shall
present the computations made in accordance with the methodology
described in
such form to "normalize" the full year net operating income and
debt service
coverage numbers used in the other reports required by this
Agreement.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Operating Statement Analysis Report" available as of
the Closing
Date on the CMSA Website or in such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and is reasonably acceptable to the Master
Servicer.
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage securities transactions generally and is reasonably
acceptable to the
Master Servicer and the Special Servicer.
"CMSA Reconciliation of Funds Report": The report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Reconciliation of Funds Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Trustee.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available as of the Closing Date on the CMSA
Website, or in such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage securities transactions generally and is
reasonably
acceptable to the Special Servicer.
"CMSA Servicer Watch List": For any Determination Date, a
report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Servicer Watch List" available as of the
Closing Date
on the CMSA Website, or in such other final form for the
presentation of such
information and containing such additional information as may from
time to time
be promulgated as recommended by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Servicer Watch
List" available as of the Closing Date on the CMSA Website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Special Servicer Loan File": The monthly 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
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Special Servicer.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Period": With respect to any Distribution Date, the
period commencing immediately following the Determination Date in
the calendar
month preceding the month in which such Distribution Date occurs
(or, in the
case of the initial Distribution Date, commencing immediately
following the
Cut-off Date) and ending on and including the Determination Date in
the calendar
month in which such Distribution Date occurs.
"Commission": The Securities and Exchange Commission.
"Companion Loan": Each of the 575 Lexington Avenue Pari Passu
Companion Loan, the Forest Hills Corporate Center A/B Companion
Loan, the
Pacific Shores Pari Passu Companion Loan, the Richmond Ridge
Apartments A/B
Companion Loan, the Skyline Portfolio Pari Passu Companion Loan and
the Solana
Pari Passu Companion Loan, as applicable.
"Companion Loan Securities": Any class of securities backed,
wholly
or partially, by the 575 Lexington Avenue Pari Passu Companion, a
Skyline
Portfolio Pari Passu Companion Loan or the Solana Pari Passu
Companion Loan.
"Companion Loan Holder": With respect to the 575 Lexington
Avenue
Pari Passu Companion Loan, the 575 Lexington Avenue Companion Loan
Holder; with
respect to the Forest Hills Corporate Center A/B Companion Loan,
the holder of
the Forest Hills Corporate Center Note B; with respect to the
Pacific Shores
Pari Passu Companion Loan, the Pacific Shores Companion Loan
Holder; with
respect to the Richmond Ridge Apartments A/B Companion Loan, the
holder of the
Richmond Ridge Apartments Note B; with respect to the Skyline
Portfolio Pari
Passu Companion Loan, the Skyline Portfolio Pari Passu Companion
Loan Holder;
and with respect to the Solana Pari Passu Companion Loan, the
Solana Companion
Loan Holder.
"Compensating Interest Payment": With respect to any
Distribution
Date, any payment made by the Master Servicer pursuant to Section
3.19(e) to
cover any Balloon Payment Interest Shortfall and Prepayment
Interest Shortfalls
incurred during the related Collection Period.
"Component": Each of Component XA-1, Component XA-2, Component
XA-3,
Component A-AB, Component XA-4, Component XA-1A, Component XA-MFX,
Component
XA-MFL, Component XA-J, Component XB, Component XC, Component XD,
Component XE,
Component XF, Component XG, Component XH, Component XJ, Component
XK, Component
XL, Component XM, Component XN, Component XO, Component XP and
Component XQ.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then REMIC I
Principal Balance of
its Corresponding REMIC I Regular Interest.
"Component XA-1": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1 as of any date
of
determination.
"Component XA-1A": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A as of any
date of
determination.
"Component XA-2": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-2 as of any date
of
determination.
"Component XA-3": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-3 as of any date
of
determination.
"Component XA-4": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-4 as of any date
of
determination.
"Component XA-AB": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-AB as of any
date of
determination.
"Component XA-J": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-J as of any date
of
determination.
"Component XA-MFX": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-MFX as of any
date of
determination.
"Component XA-MFL": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-MFL as of any
date of
determination.
"Component XB": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LB as of any date
of
determination.
"Component XC": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LC as of any date
of
determination.
"Component XD": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LD as of any date
of
determination.
"Component XE": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LE as of any date
of
determination.
"Component XF": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LF as of any date
of
determination.
"Component XG": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LG as of any date
of
determination.
"Component XH": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LH as of any date
of
determination.
"Component XJ": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LJ as of any date
of
determination.
"Component XK": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LK as of any date
of
determination.
"Component XL": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LL as of any date
of
determination.
"Component XM": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date
of
determination.
"Component XN": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LN as of any date
of
determination.
"Component XO": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LO as of any date
of
determination.
"Component XP": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date
of
determination.
"Component XQ": One of the 24 components of the Class XW
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date
of
determination.
"Condemnation Proceeds": All cash amounts received by the
Master
Servicer or the Special Servicer in connection with the taking of
all or a part
of a Mortgaged Property by exercise of the power of eminent domain
or
condemnation, exclusive of any portion thereof required to be
released to the
related Mortgagor or any other third-party in accordance with
applicable law
and/or the terms and conditions of the related loan documents or
any other
applicable document.
"Confidential Information": As defined in Section 3.24.
"Control Appraisal Period": With respect to the (i) Forest
Hills
Corporate Center A/B Whole Loan, the Forest Hills Corporate Center
Control
Appraisal Period and (ii) Richmond Ridge Apartments A/B Whole Loan,
the Richmond
Ridge Apartments Control Appraisal Period.
"Controlling Class": As of any date of determination, the
outstanding Class of Sequential Pay Certificates or the Class A-MFL
Regular
Interest with the lowest Payment Priority (the Class A Senior
Certificates being
treated as a single Class for this purpose) that has a then
outstanding Class
Principal Balance at least equal to 25% of the Initial Class
Principal Balance
thereof (or, if no Class of Sequential Pay Certificates or the
Class A-MFL
Regular Interest has a Class Principal Balance at least equal to
25% of the
Initial Class Principal Balance thereof, then the "Controlling
Class" shall be
the outstanding Class of Sequential Pay Certificates or the Class
A-MFL Regular
Interest with the then largest outstanding Class Principal
Balance).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of the Controlling Class as
certified to
the Trustee from time to time by such Holder (or Certificate
Owner).
"Controlling Class Optionholder": The Purchase Option held by
the
Majority Certificateholder of the Controlling Class pursuant to
Section
3.18(c).
"Controlling Holder": With respect to (i) 575 Lexington Avenue
Pari
Passu Whole Loan, the 575 Lexington Avenue Controlling Holder, (ii)
the Forest
Hills Corporate Center A/B Whole Loan, the Forest Hills Corporate
Center
Controlling Holder and (iii) the Pacific Shores Pari Passu Whole
Loan, the
Pacific Shores Controlling Holder, (iv) the Richmond Ridge
Apartments A/B Whole
Loan, the Richmond Ridge Apartments Controlling Holder, (v) the
Skyline
Portfolio Pari Passu Whole Loan, the Skyline Portfolio Controlling
Holder and
(vi) the Solana Pari Passu Whole Loan, the Solana Controlling
Holder. Each such
initial Controlling Holder shall be set forth on Schedule VII
hereto.
"Corporate Trust Office": The principal corporate trust office
of
the Trustee, for purposes of Certificate transfer services, at the
date of the
execution of this Agreement is located at the office of the Trustee
located at
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global
Securities and Trust Services Group, BACM 2007-1 and, with respect
to any
successor Trustee, the principal office thereof as designated in
writing to the
Depositor.
"Corrected Loan": Any Loan that had been a Specially Serviced
Loan
but as to which all Servicing Transfer Events have ceased to exist
other than in
connection with a sale pursuant to Section 3.18.
"Corresponding Certificate": As defined in the Preliminary
Statement with respect to any Corresponding Component or any
Corresponding
REMIC I Regular Interest.
"Corresponding Component": As defined in the Preliminary
Statement with respect to any Corresponding Certificate or any
Corresponding
REMIC I Regular Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Corresponding Certificate
or any
Corresponding Component.
"Covered Risks": As defined in Section 3.07(a).
"CPR": As defined in the Base Prospectus.
"Cross-Collateralized Mortgage Loan": Any Loan that is, by its
terms, cross-defaulted and cross-collateralized with any other
Loan.
"Cross-Collateralized Set": Any set of Loans that is
cross-defaulted
and cross-collateralized with each other.
"Current Principal Distribution Amount": With respect to any
Distribution Date, an amount (calculated in accordance with Section
1.03) equal
to the aggregate of, without duplication:
(a) the principal portions of all Monthly Payments (other than
Balloon
Payments) and any Assumed Monthly Payments due or deemed due,
as
the case
may be, made by or on behalf of the related borrower or
advanced
in respect
of the Mortgage Loans in the Mortgage Pool or in such Loan
Group, as
applicable, and any REO Loans for their respective Due Dates
occurring
during the related Collection Period or any prior Collection
Period (if
not previously distributed);
(b) all Principal Prepayments received on the Mortgage Loans in
the
Mortgage
Pool or in such Loan Group, as applicable, during the related
Collection
Period;
(c) with respect to any Balloon Loan that is included in the
Mortgage
Pool or in such Loan Group, as applicable, as to which the
related
Stated Maturity Date occurred during or prior to the related
Collection
Period, any payment of principal (exclusive of any Principal
Prepayment
and any amount described in subclause (d) of this definition)
that was
made by or on behalf of the related Mortgagor during the
related
Collection
Period, net of any portion of such payment that represents a
recovery
of the principal portion of any Monthly Payment (other than a
Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment
deemed due, in respect of such Balloon Loan on a Due Date
during
or prior
to the related Collection Period and not previously recovered;
(d) all Liquidation
Proceeds (net of Liquidation Expenses),
Insurance
Proceeds (net of related expenses) and Condemnation Proceeds
(net of
related expenses) received on or in respect of the Mortgage
Loans
during the
related Collection Period (including any amount related to the
Loss of
Value Payments to the extent that such amount was transferred
into
the
Certificate Account pursuant to Section 3.05(g) during the
related
Collection
Period) that were identified and applied by the Master Servicer
as
recoveries of principal thereof, in each case net of any portion
of
such
amounts that represents a recovery of the principal portion of
any
Monthly
Payment (other than a Balloon Payment) due, or of the principal
portion of
any Assumed Monthly Payment deemed due, in respect of any such
Mortgage
Loan on a Due Date during or prior to the related Collection
Period and
not previously recovered; and
(e) all Liquidation Proceeds (net of Liquidation Expenses),
Insurance
Proceeds (net of related expenses), Condemnation Proceeds (net
of related
expenses) and REO Revenues (net of related expenses) received
on or in
respect of 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 Loans, in each case net of any
portion of
such amounts that represents a recovery of the principal
portion of
any Monthly Payment (other than a Balloon Payment) due, or of
the
principal portion of any Assumed Monthly Payment deemed due, in
respect of
any such REO Loan or the predecessor Mortgage Loan on a Due
Date
during or prior to the related Collection Period and not
previously
recovered.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an
Affiliate of
either of them.
"Cut-off Date": February 1, 2007 or, with respect to Loan Nos. 1,
2,
4, 5, 6 and 7, February 11, 2007, or, with respect to Loan No. 3,
February 6,
2007, or, with respect to Loan No. 3404044, the related origination
date.
"Cut-off Date Balance": With respect to any Mortgage Loan or
Companion 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.
"Debt Service Coverage Ratio": With respect to any Loan, as of
any
date of determination, and calculated without regard to any
cross-collateralization feature of such Loan, the ratio of (x) the
Net Cash Flow
(before payment of any debt service on such Loan) generated by the
related
Mortgaged Property or Mortgaged Properties during the most recently
ended period
of not more than 12 months or less than three months for which
financial
statements (whether or not audited) have been received by or on
behalf of the
related Mortgage Loan Seller (prior to the Closing Date) or the
Master Servicer
or the Special Servicer (following the Closing Date), to (y) the
product of the
amount of the Monthly Payment in effect for such Loan as of such
date of
determination, multiplied by the number of months represented in
the financial
statements. The Master Servicer may, in accordance with CMSA
reporting
standards, report Net Cash Flow with respect to each Mortgaged
Property where
one or more Loans are secured by multiple Mortgaged Properties;
provided,
however, for purposes of determining Debt Service Coverage Ratio
compliance,
calculations shall be made at the Loan level.
"Default Charges": Any Default Interest and/or late payment
charges
that are paid or payable, as the context may require, in respect of
any Loan or
REO Loan.
"Default Interest": With respect to any Loan (or successor REO
Loan), any amounts collected thereon, other than late payment
charges or
Prepayment Premiums, that represent interest in excess of interest
accrued on
the principal balance of such Loan (or REO Loan) at the related
Mortgage Rate,
such excess interest arising out of a default under such Loan.
"Defaulted Loan": A Loan:
(a) that is delinquent 60 days (without giving effect to any
grace
period or acceleration of payments under the Mortgage or Mortgage
Note) or more
in respect of a Monthly Payment (not including the Balloon
Payment);
(b) that is delinquent with respect to a Balloon Payment,
provided,
however:
(c) if (i) the related Borrower is actively seeking a
refinancing
commitment, (ii) the related Borrower continues to make payments in
the amount
of its Assumed Monthly Payment and (iii) the Directing
Certificateholder
consents, then such Mortgage Loan shall not become a Defaulted
Serviced Loan for
60 days beyond the related Maturity Date (without giving effect to
any grace
period or acceleration of payments under the Mortgage or Mortgage
Note); and
(d) if (i) the related Mortgagor delivers to the Master Servicer
on
or before the 60th day after the related Maturity Date (without
giving effect to
any grace period or acceleration of payments under the Mortgage or
Mortgage
Note) a refinancing commitment reasonably acceptable to the Master
Servicer,
(ii) the related Borrower continues to make payments in the amount
of its
Assumed Monthly Payment and (iii) the Directing Certificateholder
consents, then
such Mortgage Loan shall not become a Defaulted Serviced Loan for
such longer
period, not to exceed 120 days beyond the related Maturity Date,
during which
the refinancing would occur; or
(e) as to which the Master Servicer or the Special Servicer has,
by
written notice to the related mortgagor, accelerated the maturity
of the
indebtedness evidenced by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defective Mortgage Loan": Any Mortgage Loan as to which there
exists a Material Breach or a Material Document Defect that was not
cured in all
material respects.
"Definitive Certificate": As defined in Section 5.03(a).
"Deleted Mortgage Loan": A Defective Mortgage Loan that is
repurchased from the Trust or replaced with one or more Replacement
Mortgage
Loans, in either case as contemplated by Section 2.03.
"Denomination": As defined in Section 5.01(a).
"Depositor": Banc of America Commercial Mortgage Inc., or its
successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
earlier of (i) the 11th day of the month in which such Distribution
Date occurs,
or if such 11th day is not a Business Day, the immediately
preceding Business
Day, and (ii) fourth Business Day before such Distribution
Date.
"Determination Information": As defined in Section 3.18(b).
"Directing Certificateholder": The Controlling Class
Certificateholder (or its designee) selected by the Majority
Certificateholder
of the Controlling Class, as certified by the Trustee from time to
time;
provided, however, (i) absent such selection, or (ii) until a
Directing
Certificateholder is so selected, or (iii) upon receipt of a notice
from a
majority of the Controlling Class, by Certificate Principal
Balance, that a
Directing Certificateholder is no longer designated, the
Controlling Class
Certificateholder that owns the largest aggregate Certificate
Principal Balance
of the Controlling Class will be the Directing Certificateholder.
The initial
Directing Certificateholder is American Capital Strategies,
Ltd.
"Directly Operate": 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 to
customers (other than the sale of an REO Property pursuant to
Section 3.18, the
performance of any construction work thereon or any use of such REO
Property in
a trade or business conducted by REMIC I other than through an
Independent
Contractor; provided, however, the Special Servicer (or any
Sub-Servicer on
behalf of the Special Servicer) shall not be considered to Directly
Operate an
REO Property solely because the Special Servicer (or any
Sub-Servicer on behalf
of the Special Servicer) establishes rental terms, chooses tenants,
enters into
or renews leases, deals with taxes and insurance, or makes
decisions as to, or
funds, repairs or capital expenditures with respect to such REO
Property
(including, without limitation, construction activity to effect
repairs or in
conjunction with leasing activity).
"Discount Rate": With respect to any applicable Prepayment
Premium
calculation, is the yield on the United Stated Treasury issue with
a maturity
date closest to the Maturity Date for the Mortgage Loan being
prepaid (if
applicable, converted to a monthly compounded nominal yield), or
an
interpolation thereof, in any case as specified and used in
accordance with the
related loan documents in calculating the Prepayment Premium with
respect to the
related prepayment.
"Disqualified Non-U.S. Persons": With respect to a Class R-I or
Class R-II Certificate, any Non-U.S. Person or agent thereof other
than (i) a
Non-U.S. Person that holds the Class R-I or Class R-II Certificate
in connection
with the conduct of a trade or business within the United States
and has
furnished the transferor and the Certificate Registrar with an
effective IRS
Form W-8ECI (or successor form) or (ii) a Non-U.S. Person that has
delivered to
both the transferor and the Certificate Registrar an opinion of a
nationally
recognized tax counsel to the effect that the transfer of the Class
R-I or Class
R-II Certificate to it is in accordance with the requirements of
the Code and
the regulations promulgated thereunder and that such transfer of
the Class R-I
or Class R-II Certificate will not be disregarded for federal
income tax
purposes.
"Disqualified Organization": Any of the following: (i) the
United
States or a possession thereof, any State or any political
subdivision thereof,
or any agency or instrumentality of any of the foregoing (other
than an
instrumentality that is a corporation if all of its activities are
subject to
tax and, except for Freddie Mac, a majority of its board of
directors is not
selected by any such governmental unit), (ii) a foreign
government,
international organization, or any agency or instrumentality of
either of the
foregoing, (iii) 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 taxable income), (iv)
rural
electric and telephone cooperatives described in Section 1381 of
the Code or (v)
any other Person so designated by the REMIC Administrator based
upon an Opinion
of Counsel (provided to the Trustee by such Person at its expense)
that the
holding of an Ownership Interest in a Residual Certificate by such
Person may
cause the Trust or any Person having an Ownership Interest in any
Class of
Certificates, other than such Person, to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Certificate to such Person.
The terms
"United States", "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Distributable Certificate Interest": For any Distribution Date
with
respect to any Class of REMIC II Regular Certificates (other than
the Class
A-MFL Certificates) and the Class A-MFL Regular Interest, the
Accrued
Certificate Interest in respect of such Class of Certificates and
the Class
A-MFL Regular Interest for such Distribution Date, 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 or
the Class A-MFL Regular Interest as set forth below. The Net
Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date
shall be
allocated, pro rata, to each Class of REMIC II Regular Certificates
and the
Class A-MFL Regular Interest based on Accrued Certificate Interest
for each such
Class of Certificates or the Class A-MFL Regular Interest for such
Distribution
Date.
"Distribution Account": The segregated account or accounts
created
and maintained by the Trustee pursuant to Section 3.04(b) in trust
for the
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Trustee, in trust for the registered holders of Banc of America
Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-1,
Distribution Account".
"Distribution Date": The 15th day of any month, or if such 15th
day
is not a Business Day, the Business Day immediately following,
commencing in
March 2007.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": With respect to any Mortgage Loan, any
document
required to be part of the related Mortgage File that has not been
properly
executed, is missing, contains information that does not conform in
any material
respect with the corresponding information set forth in the
Mortgage Loan
Schedule (and the terms of such document have not been modified by
written
instrument contained in the related Mortgage File), or does not
appear to be
regular on its face.
"Domestic Global Certificate": Any of the single, permanent
global
certificates that represents the Certificates sold in reliance on
Rule 144A.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) 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) 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) 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.
"Eligible Account": Any of (i) an account maintained with a
federal
or state chartered depository institution or trust company,
including, without
limitation, the Trustee (if it meets the following rating
criteria), the
long-term unsecured debt obligations of which are rated no less
than "A" by
Fitch and "Aa3" by Moody's (if the deposits are to be held in the
account for
more than 30 days) (or if such account is maintained with PNC Bank,
National
Association, or KeyBank National Association rated no less than "A"
by Fitch and
"A1" by Moody's, or the short-term unsecured debt obligations of
which are rated
no less than "F1" by Fitch and "P-1" by Moody's (if the deposits
are to be held
in the account for 30 days or less), in each case, at any time
funds are on
deposit therein, (ii) a segregated trust account or accounts
maintained with the
corporate trust department of a federally chartered depository
institution or
trust company, including, without limitation, the Trustee, acting
in its
fiduciary capacity and subject to the regulations regarding
fiduciary funds on
deposit therein under 12 C.F.R. ss.9.10(b) that has a combined
capital surplus
of at least $50,000,000, (iii) a segregated trust account or
accounts maintained
with the corporate trust department of a state chartered depository
institution
or trust company, including, without limitation, the Trustee,
acting in its
fiduciary capacity and subject to regulations regarding fiduciary
funds on
deposit therein substantially similar to 12 C.F.R. ss.9.10(b) that
has a
combined capital surplus of at least $50,000,000, or (iv) any other
account that
would not result in the downgrade, qualification (if applicable) or
withdrawal
of the rating then assigned by either Rating Agency to any Class of
Certificates
or Companion Loan Securities (as confirmed in writing by each
Rating Agency).
"Emergency Advance": Any Servicing Advance, whether or not it is
a
Servicing Advance that, pursuant hereto, the Special Servicer has
the option to
make or to request the Master Servicer to make, that must be made
within five
Business Days of the Special Servicer's becoming aware that it must
be made to
avoid any material penalty, any material harm to a Mortgaged
Property or any
other material adverse consequence to the Trust Fund.
"Environmental Insurance Policy": With respect to any Mortgaged
Property or REO Property, any insurance policy covering pollution
conditions
and/or other environmental conditions in effect with respect to
such Mortgaged
Property or REO Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Restricted Certificate": Any Non-Investment Grade
Sequential
Pay Certificate; provided that any such Certificate (a) will cease
to be
considered an ERISA Restricted Certificate and (b) will cease to be
subject to
the transfer restrictions contained in Section 5.02(c) if, as of
the date of a
proposed transfer of such Certificate, either (i) it is rated in
one of the four
highest generic ratings categories by a Rating Agency or (ii)
relevant
provisions of ERISA would permit transfer of such Certificate to a
Plan.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums and
similar items
in respect of the related Mortgaged Property.
"Euroclear": Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or its successor in such capacity.
"Eurohypo": Eurohypo AG, New York Branch, or its successors in
interest.
"Event of Default": One or more of the events described in
Section 7.01(a).
"Excess Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Excess Interest Rate (the payment of which
interest shall,
under the terms of such Loan, be deferred until the entire
outstanding principal
balance of such ARD Loan has been paid), together with all
interest, if any,
accrued at the related Mortgage Rate on such deferred interest.
"Excess Interest Distribution Account": The segregated account
or
sub-account of the Distribution Account created and maintained by
the Trustee
pursuant to Section 4.06, which shall be entitled "LaSalle Bank
National
Association, as Trustee, in trust for the registered Holders of
Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series
2007-1, Excess Interest Distribution Account", and which must be an
Eligible
Account. The Excess Interest Distribution Account shall not be an
asset of
either REMIC I or REMIC II.
"Excess Interest Grantor Trust": A segregated asset pool within
the
Trust Fund consisting of (i) the Excess Interest and (ii) the
Excess Interest
Distribution Account and all funds and assets held from time to
time on deposit
in the Excess Interest Distribution Account.
"Excess Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the
Mortgage Rate for
such Loan resulting from the passage of such Anticipated Repayment
Date.
"Excess Liquidation Proceeds": An amount equal to the excess,
if
any, of (a) the Net Liquidation Proceeds from the sale or
liquidation of a
Specially Serviced Loan or REO Property, over (b) the sum of: (i)
the amount
needed to pay off the Loan or related REO Loan in full, including
any related
Workout-Delayed Reimbursement Amounts or Unliquidated Advances;
(ii) all unpaid
Advances and any unpaid Advance Interest thereon; and (iii) any
related
Liquidation Fee. For the avoidance of doubt, Excess Liquidation
Proceeds
allocable to any Companion Loan shall not be an asset of the Trust
Fund or REMIC
I or REMIC II.
"Excess Liquidation Proceeds Account": The segregated account
or
sub-account of the Distribution Account created and maintained by
the Trustee
pursuant to Section 3.04(c)(iv) in trust for the
Certificateholders, which shall
be entitled "LaSalle Bank National Association, as Trustee, in
trust for the
registered holders of Banc of America Commercial Mortgage Inc.,
Commercial
Mortgage Pass-Through Certificates, Series 2007-1, Excess
Liquidation Proceeds
Account".
"Exchange Act": The Securities Exchange Act of 1934, as amended,
and
the rules and regulations thereunder.
"Exchange Certificate": The certificate necessary to exchange
an
interest in a Regulation S Global Certificate for an interest in a
Domestic
Global Certificate, which is in the form of Exhibit Q attached
hereto, or the
certificate necessary to exchange an interest in a Domestic Global
Certificate
for an interest in a Regulation S Global Certificate, which is in
the form of
Exhibit O or Exhibit P, as applicable, hereto, in each case as
described in
Section 5.02(m).
"Fannie Mae": The Federal National Mortgage Association or any
successor.
"FDIC": The Federal Deposit Insurance Corporation or any
successor.
"Final Distribution Date": The final Distribution Date on which
any distributions are to be made on the Certificates as
contemplated by
Section 9.01.
"Final Recovery Determination": A determination made by the
Special
Servicer, in its reasonable, good faith judgment and in accordance
with the
Servicing Standard, with respect to any Loan or REO Property (other
than a Loan
that is paid in full and other than a Loan or REO Property, as the
case may be,
that is repurchased or replaced by the related Mortgage Loan Seller
pursuant to
the related Mortgage Loan Purchase and Sale Agreement or purchased
by the Master
Servicer, the Special Servicer or any Controlling Class
Certificateholder(s)
pursuant to Section 9.01), that there has been a recovery of all
related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and
other
payments or recoveries that will ultimately be recoverable.
"FIRREA": The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (as amended).
"Fitch": Fitch, Inc. or its successor in interest. If neither
Fitch nor any successor remains in existence, "Fitch" shall be
deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation
shall be given to the Trustee, the Master Servicer, the Special
Servicer and
the REMIC Administrator, and specific ratings of Fitch herein
referenced
shall be deemed to refer to the equivalent ratings of the party so
designated.
"Form 8-K Disclosure Information": As defined in Section 11.07.
"Forest Hills Corporate Center A/B Companion Loan": The loan
evidenced by the Forest Hills Corporate Center Note B, which is not
an asset of
the Trust Fund.
"Forest Hills Corporate Center A/B Mortgage Loan": The Mortgage
Loan
identified as Loan No. 3403987 in the Mortgage Loan Schedule,
which, together
with the Forest Hills Corporate Center Note A, is secured by a
Mortgage on the
Forest Hills Corporate Center Mortgaged Property.
"Forest Hills Corporate Center Control Appraisal Period": The
meaning assigned to "Control Appraisal Period" in the Forest Hills
Corporate
Center Intercreditor Agreement.
"Forest Hills Corporate Center Controlling Holder": The meaning
assigned to "Controlling Holder" in the Forest Hills Corporate
Center
Intercreditor Agreement. The initial Forest Hills Corporate Center
Controlling
Holder shall be set forth on Schedule VII hereto.
"Forest Hills Corporate Center Intercreditor Agreement": The
Agreement Among Note Holders dated as of December 6, 2006 and
between the Forest
Hills Corporate Center Note A Holder and the Forest Hills Corporate
Center Note
B Holder relating to the relative rights of such holders, as the
same may be
further amended from time to time in accordance with the terms
thereof.
"Forest Hills Corporate Center Mortgaged Property": The
property
that secures the Forest Hills Corporate Center A/B Whole Loan.
"Forest Hills Corporate Center Note A": With respect to the
Forest
Hills Corporate Center A/B Mortgage Loan, the related Mortgage Note
that is
included in the Trust Fund.
"Forest Hills Corporate Center Note A Holder": The holder of
the
Forest Hills Corporate Center Note A, initially Bank of America,
National
Association.
"Forest Hills Corporate Center Note B": The Mortgage Note related
to
the Forest Hills Corporate Center A/B Companion Loan that is not
included in the
Trust, which is subordinated in right of payment to the Forest
Hills Corporate
Center Note A to the extent set forth in the Forest Hills Corporate
Center
Intercreditor Agreement.
"Forest Hills Corporate Center Note B Holder": The holder of
the
Forest Hills Corporate Center Note B, initially Bank of America,
National
Association.
"Forest Hills Corporate Center Noteholders": The holder of the
Mortgage Note for the Forest Hills Corporate Center A/B Mortgage
Loan and the
Forest Hills Corporate Center Note B Holder.
"Forest Hills Corporate Center Whole Loan": The Forest Hills
Corporate Center A/B Mortgage Loan together with the Forest Hills
Corporate
Center A/B Companion Loan. References herein to the Forest Hills
Corporate
Center A/B Whole Loan shall be construed to refer to the aggregate
indebtedness
under the Forest Hills Corporate Center Note A and the Forest Hills
Corporate
Center Note B.
"Freddie Mac": The Federal Home Loan Mortgage Corporation or
any
successor.
"Free Writing Prospectus": The meaning assigned to "Free
Writing
Prospectus" in the Underwriting Agreement.
"Global Certificates": The Certificates represented by the
Regulation S Global Certificates or the Domestic Global
Certificates.
"Grantor Trust": Collectively, the Excess Interest Grantor
Trust
and the Class A-MFL Grantor Trust.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other U.S. federal, state or
local
environmental related laws and regulations, and specifically
including, without
limitation, asbestos and asbestos-containing materials,
polychlorinated
biphenyls ("PCBs"), radon gas, petroleum and petroleum products,
urea
formaldehyde and any substances classified as being "in inventory",
"usable work
in process" or similar classification that would, if classified as
unusable, be
included in the foregoing definition.
"Holder": See the definition of "Certificateholder" in this
Section 1.01.
"HUD-Approved Servicer": A servicer that is a mortgagee approved
by
the Secretary of Housing and Urban Development pursuant to Sections
207 and 211
of the National Housing Act.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Depositor, the
Master
Servicer, the Special Servicer, the Trustee, the REMIC
Administrator 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 Master
Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or any
Affiliate thereof, and (iii) is not connected with the Depositor,
the Master
Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or any
Affiliate thereof as an officer, employee, promoter, placement
agent, trustee,
partner, director or Person performing similar functions; provided,
however, a
Person shall not fail to be Independent of the Depositor, the
Master Servicer,
the Special Servicer, the Trustee, the REMIC Administrator 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 Master Servicer,
the Special
Servicer, the Trustee, the REMIC Administrator or any Affiliate
thereof, as the
case may be; provided, further, such ownership constitutes less
than 1% of the
total assets owned by such Person.
"Independent Contractor": Any Person that would be an
"independent
contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of
the Code if REMIC I were a real estate investment trust (except
that the
ownership test set forth in that section shall be considered to be
met by (i)
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 not be an expense of
the Trustee,
the REMIC Administrator or the Trust, delivered to the Trustee and
the REMIC
Administrator), so long as REMIC I does not receive or derive any
income from
such Person and provided that the relationship between such Person
and REMIC I
is at arm's length, all within the meaning of Treasury Regulations
Section
1.856-4(b)(5), or (ii) any other Person upon receipt by the Trustee
and the
REMIC Administrator of an Opinion of Counsel, which shall be at no
expense to
the Trustee, the REMIC Administrator or the Trust, to the effect
that the taking
of any action in respect of any REO Property by such Person,
subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such REO Property to
cease to
qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of
the Code, or cause any income realized in respect of such REO
Property to fail
to qualify as Rents from Real Property.
"Initial Class XW Notional Amount": With respect to the Class
XW
Certificates, the initial Class XW Notional Amount thereof as of
the Closing
Date is equal to $3,145,214,397.
"Initial Class Principal Balance": With respect to any Class of
Principal Pay Certificates or the Class A-MFL Regular Interest, the
initial
Class Principal Balance thereof as of the Closing Date, in each
case as set
forth in the Preliminary Statement hereto.
"Initial Interest Reserve Deposit Amount": $943,038.59, or an
amount
equal to two days of interest on the related Mortgage Note for each
Mortgage
Loan that accrues on an Actual/360 Basis.
"Initial Pool Balance": The aggregate Cut-off Date Balance of
all
the Mortgage Loans included in the Trust Fund as of the Closing
Date.
"Initial Resolution Period": As defined in Section 2.03.
"Institutional Accredited Investor": As defined in Section
5.02(b).
"Insurance Policy": With respect to any Loan or Whole Loan or
REO
Property, any hazard insurance policy, seismic (earthquake)
insurance policy,
business interruption insurance policy, flood insurance policy,
title policy or
other insurance policy that is maintained from time to time in
respect of such
Loan (or the related Mortgaged Property) or in respect of such REO
Property, as
the case may be.
"Insurance Proceeds": Proceeds paid under any Insurance Policy,
to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property or REO Property or released to the Mortgagor or
any other
third party as permitted under the related loan documents, in
either case, in
accordance with the Servicing Standard and with applicable law.
"Intercreditor Agreement": The 575 Lexington Avenue
Intercreditor
Agreement, the Forest Hills Corporate Center Intercreditor
Agreement, the
Pacific Shores Intercreditor Agreement, the Richmond Ridge
Apartments
Intercreditor Agreement, the Skyline Portfolio Intercreditor
Agreement and the
Solana Intercreditor Agreement, as applicable.
"Interest Accrual Basis": The basis on which interest accrues
in
respect of any Mortgage Loan, any REMIC I Regular Interest or any
Class of REMIC
II Regular Certificates or the Class A-MFL Regular Interest,
consisting of one
of the following: (i) a 30/360 Basis; or (ii) an Actual/360
Basis.
"Interest Accrual Period": With respect to the Class A-MFL
Regular
Interest, each Class of REMIC I Regular Interests and each Class of
REMIC II
Regular Certificates (other than the Class A-MFL Certificates) and
the Class
A-MFL Regular Interest for any Distribution Date, the calendar
month immediately
preceding the month in which such Distribution Date occurs. With
respect to the
Class A-MFL Certificates, interest shall be calculated on an
Actual/360 Basis
and, for any Distribution Date, shall be deemed to accrue during
the period from
and including the 15th calendar day of the month preceding the
month in which
the related Distribution Date occurs (or, in the case of the first
Distribution
Date, the Closing Date) to but excluding the 15th calendar day of
the month in
which related Distribution Date occurs; provided, however, if a
Class A-MFL
Distribution Conversion, has occurred, the Interest Accrual Period
with respect
to the Class A-MFL Certificates shall be the same as the Interest
Accrual Period
for the Class A-MFL Regular Interest.
"Interest Deposit Amount": The amount of interest that would
have
accrued at the related Mortgage Rate on the Stated Principal
Balance of such
Mortgage Loan as of March 1, 2007 had such Mortgage Loan been
originated on
February 1, 2007, for the period from and including February 1,
2007 to but
excluding March 1, 2007. With respect to each applicable Mortgage
Loan, the
related Loan Number from the Mortgage Loan Schedule and the amount
of the
related interest deposit is as follows:
o Loan Number
3404044, $50,437.72.
"Interest Reserve Account": The segregated account or sub-account
of
the Certificate Account created and maintained by the Master
Servicer pursuant
to Section 4.05 in trust for the Certificateholders, which shall be
entitled
"Bank of America, National Association, as Master Servicer, on
behalf of LaSalle
Bank National Association, as Trustee, in trust for the registered
holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through
Certificates, Series 2007-1, Interest Reserve Account".
"Interested Person": The Depositor, each Mortgage Loan Seller,
the
Master Servicer, any Sub-Servicer, the Special Servicer, the
Trustee, any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Sequential Pay Certificates": The Class A,
Class
B, Class C, Class D, Class E, Class F, Class G, Class H and Class
J
Certificates.
"Investment Representation Letter": As defined in Section
5.02(b).
"IRS": The Internal Revenue Service or any successor.
"Late Collections": With respect to any Loan, all amounts
received
thereon during any Collection Period, whether as payments,
Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, that
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, as the case may be, for a Due Date in a
previous
Collection Period, or for a Due Date coinciding with or preceding
the Cut-off
Date, and not previously received or recovered. 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, that 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
related Loan or
of an Assumed Monthly Payment in respect of such REO Loan due or
deemed due, as
the case may be, for a Due Date in a previous Collection Period and
not
previously received or recovered.
"Letter of Credit": With respect to any Loan or Whole Loan, any
third-party letter of credit delivered by or at the direction of
the Mortgagor
pursuant to the terms of such Loan in lieu of the establishment of,
or deposit
otherwise required to be made into, a Reserve Fund.
"LIBOR": With respect to the Class A-MFL Certificates and each
Interest Accrual Period, the rate for deposits in U.S. Dollars, for
a period
equal to one month, which appears on the Dow Jones Market Service
(formerly
Telerate) Page 3750 as of 11:00 a.m., London time, on the related
LIBOR
Determination Date. If such rate does not appear on Dow Jones
Market Service
Page 3750, the rate for that Interest Accrual Period will be
determined on the
basis of the rates at which deposits in U.S. Dollars are offered by
any four
major reference banks in the London interbank market selected by
the Trustee to
provide such bank's offered quotation of such rates at
approximately 11:00 a.m.,
London time, on the related LIBOR Determination Date to prime banks
in the
London interbank market for a period of one month, commencing on
the first day
of such Interest Accrual Period and in an amount that is
representative for a
single such transaction in the relevant market at the relevant
time. The Trustee
will request the principal London office of any four major
reference banks in
the London interbank market selected by the Trustee to provide a
quotation of
such rates, as offered by each such bank. If at least two such
quotations are
provided, the rate for that Interest Accrual Period will be the
arithmetic mean
of the quotations. If fewer than two quotations are provided as
requested, the
rate for that Interest Accrual Period will be the arithmetic mean
of the rates
quoted by major banks in New York City selected by the Trustee, at
approximately
11:00 a.m., New York City time, on the LIBOR Determination Date
with respect to
such Interest Accrual Period for loans in U.S. Dollars to leading
European banks
for a period equal to one month, commencing on the first day of the
related
Interest Accrual Period with respect to such Interest Accrual
Period and in an
amount that is representative for a single such transaction in the
relevant
market at the relevant time. The Trustee will determine LIBOR for
each Interest
Accrual Period and the determination of LIBOR by Trustee will be
binding absent
manifest error.
"LIBOR Determination Date": (i) with respect to the initial
Interest
Accrual Period, the date that is two LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is two LIBOR Business Days prior to the beginning of the
related Interest
Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England.
"Liquidation Event": 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) the related Mortgage Loan (or
related REO
Loan) is repurchased by the related Mortgage Loan Seller pursuant
to Section 4
of the Mortgage Loan Purchase Agreement; (iv) the related Mortgage
Loan is
purchased by the Directing Certificateholder, the Special Servicer,
the related
Controlling Holder (if the Defaulted Loan is an A/B Mortgage Loan
included in
the related A/B Whole Loan) or an assignee of such Person pursuant
to Section
3.18(c) or the related Mezzanine Loan Holder (if the related
Defaulted Loan has
a related Mezzanine Loan) pursuant to any Mezzanine Intercreditor
Agreement; (v)
such Loan is purchased by the Special Servicer or the Master
Servicer pursuant
to Section 9.01; or (vi) in the case of an A/B Whole Loan, such A/B
Whole Loan
is purchased by the related A/B Whole Loan Purchase Option Holder
or its
designee pursuant to the related Intercreditor Agreement. With
respect to any
REO Property (and the related REO Loan), any of the following
events: (i) a
Final Recovery Determination is made with respect to such REO
Property or (ii)
such REO Property is purchased by the Master Servicer or the
Special Servicer
pursuant to Section 9.01.
"Liquidation Expenses": 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 Section 3.09 or Section 3.18
(including,
without limitation, legal fees and expenses, committee or referee
fees and, if
applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee": With respect to each Specially Serviced Loan
or
REO Property, the fee designated as such and payable to the Special
Servicer
pursuant to the third paragraph of Section 3.11(c). Notwithstanding
the
foregoing and for the avoidance of doubt, no Liquidation Fee shall
be payable in
connection with: (a) the purchase of a Defaulted Loan by the
Majority
Certificateholder of the Controlling Class pursuant to any
applicable purchase
right set forth in Section 3.18(c) or Section 3.18(l) or with
respect to a
purchase of a related Defaulted Loan at its fair value as
determined in Section
3.18, unless such purchase is by an assignee of the Majority
Certificateholder
of the Controlling Class or the Special Servicer, such assignee is
not an
affiliate of the Majority Certificateholder of the Controlling
Class or the
Special Servicer, such assignment is for no material consideration,
and provided
such purchase occurs or purchase right is exercised more than 90
days from the
date that the Special Servicer has initially determined the fair
value of the
related Mortgage Loan; (b) the purchase of any Mortgage Loan by the
related A/B
Whole Loan Purchase Option Holder (or its designee) or the holder
of a
subordinate note or a Mezzanine Loan (or its designee) pursuant to
a purchase
option contained in the related intercreditor agreement, unless
such purchase
occurs or purchase right is exercised more than 90 days from the
date that the
Mortgage Loan has become a Specially Serviced Loan; (c) the
purchase option of
the Majority Certificateholder of the Controlling Class, the Master
Servicer or
the Special Servicer pursuant to Section 9.01; (d) the repurchase
by the related
Mortgage Loan Seller of a Mortgage Loan so required to be
repurchased by it
pursuant to Section 4 of the related Mortgage Loan Purchase and
Sale Agreement
and Section 2.03 within the time frame set forth in the Initial
Resolution
Period and/or the Resolution Extension Period (if applicable),
provided that
such time frame shall never be less than 90 days from the date that
the related
Mortgage Loan Seller was first notified of its obligation to
repurchase pursuant
to Section 4 of the related Mortgage Loan Purchase and Sale
Agreement and
Section 2.03, provided such purchase occurs within 90 days after
the date that
the related Mortgage Loan Seller was first notified of its
obligation to
repurchase such Loan; (e) in connection with a Loss of Value
Payment by the
related Mortgage Loan Seller; and (f) with respect to any
Securitized Companion
Loan, a purchase or repurchase of such Securitized Companion Loan
under an Other
Pooling and Servicing Agreement.
"Liquidation Fee Rate": With respect to each Specially Serviced
Loan
or REO Property as to which a Liquidation Fee is payable, 1.0% (100
basis
points).
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) received by the
Master
Servicer or the Special Servicer in connection with: (i) the
liquidation of a
Mortgaged Property or other collateral constituting security for a
Defaulted
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/or the terms and
conditions of
the related loan documents; (ii) the realization upon any
deficiency judgment
obtained against a Mortgagor; (iii) the purchase of a Defaulted
Loan by any
Controlling Class Certificateholder(s) pursuant to Section 3.18(c),
by the
Special Servicer pursuant to Section 3.18(c) or with respect to a
Securitized
Companion Loan, the purchase thereof by the parties specified in
the related
Other Pooling and Servicing Agreement pursuant to a similar
provision, by any
A/B Whole Loan Purchase Option Holder pursuant to the related
Intercreditor
Agreement, or by the related Mezzanine Loan Holder pursuant to the
related
Mezzanine Intercreditor Agreement; (iv) the repurchase of a
Mortgage Loan by the
related Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase and
Sale Agreement or with respect to a Securitized Companion Loan, the
repurchase
thereof by the seller thereof pursuant to the Other Pooling and
Servicing
Agreement or related mortgage loan purchase agreement; (v) the
substitution of
one or more Replacement Mortgage Loans for a Deleted Mortgage Loan
by the
related Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase and
Sale Agreement (such cash amounts being any Substitution Shortfall
Amounts);
(vi) the purchase of a Mortgage Loan or REO Property by the Master
Servicer, the
Special Servicer or any Controlling Class Certificateholder(s)
pursuant to
Section 9.01 or with respect to a Securitized Companion Loan, the
purchase
thereof by the parties specified in the related Other Pooling and
Servicing
Agreement pursuant to a similar provision; or (vii) except for
purposes of
Section 3.11(c), the transfer of any Loss of Value Payments from
the Loss of
Value Reserve Fund to the Certificate Account.
"Litigation Control": As defined in Section 3.30.
"Loan": Any Mortgage Loan , Whole Loan or Companion Loan.
"Loan Group": Together, Loan Group 1 and Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 1.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 2.
"Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the related originator and the Borrower,
pursuant to
which an account created pursuant to the related loan documents to
receive
revenues therefrom, if any, may have been established.
"Lock-Box Account": With respect to any Lock-Box Agreement, the
account(s) established pursuant to the terms of such agreement.
"Loss of Value Payment": As defined in Section 2.03(i).
"Loss of Value Reserve Fund": The "outside reserve fund" (within
the
meaning of Treasury Regulations Section 1.860G-2(h)) designated as
such pursuant
to Section 2.12. The Loss of Value Reserve Fund will be part of the
Trust, but
not part of the Grantor Trust or REMIC I or REMIC II.
"MAI": Member of the Appraisal Institute.
"Majority Certificateholder": With respect to any specified Class
or
Classes of Certificates, as of any date of determination, any
Holder or
particular group of Holders of Certificates of such Class or
Classes, as the
case may be, entitled to a majority of the Voting Rights allocated
to such Class
or Classes, as the case may be.
"Master Servicer": Bank of America, National Association, its
successor in interest or any successor master servicer appointed as
herein
provided.
"Master Servicer Remittance Amount": With respect to any Master
Servicer Remittance Date, an amount equal to (a) all amounts on
deposit in the
Certificate Account as of the commencement of business on such
Master Servicer
Remittance Date, net of (b) any portion of the amounts described in
clause (a)
of this definition that represents one or more of the following:
(i) collected
Monthly Payments that are due on a Due Date following the end of
the related
Collection Period, (ii) any unscheduled payments of principal
(including,
without limitation, Principal Prepayments) and interest,
Liquidation Proceeds
and Insurance Proceeds received after the end of the related
Collection Period,
(iii) any Prepayment Premiums received after the end of the related
Collection
Period, (iv) any amounts payable or reimbursable to any Person from
the
Certificate Account pursuant to any of clauses (ii) through (xvii)
of Section
3.05(a), (v) any Excess Liquidation Proceeds, (vi) any amounts
deposited into
the Certificate Account in error, and (vii) with respect to each
Mortgage Loan
that accrues interest on an Actual/360 Basis and any Distribution
Date relating
to the one-month period preceding the Distribution Date in each
February (and in
any January of a year that is not a leap year), an amount equal to
the related
Withheld Amount pursuant to Section 4.05; provided that, with
respect to the
Master Servicer Remittance Date that occurs in the same calendar
month as the
Final Distribution Date, the Master Servicer Remittance Amount will
be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(iii)
of this
definition; provided, further, in no event shall any amounts be
included in the
Master Servicer Remittance Amount to the extent that such amounts
are payable to
any Companion Loan Holder pursuant to the related Intercreditor
Agreement.
"Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.
"Master Servicing Fee": With respect to each Loan and REO Loan,
the
fee payable to the Master Servicer pursuant to Section 3.11(a) and
from which
any Primary Servicing Fee is payable.
"Master Servicing Fee Rate": With respect to (a) each Mortgage
Loan
and any related REO Loan, the Administrative Fee Rate specified for
each such
Mortgage Loan on the Mortgage Loan Schedule minus the Trustee Fee
Rate and (b)
with respect to any Companion Loan and any related REO Loan, the
Master
Servicing Fee Rate shall be the same as the Master Servicing Fee
Rate for the
related Mortgage Loan.
"Material Breach": A Breach that materially and adversely
affects
the interests of the Certificateholders, or any of them, with
respect to the
affected Mortgage Loan, including but not limited to a material and
adverse
effect on any of the distributions payable with respect to any of
the
Certificates or on the value of such Certificates or such Mortgage
Loan.
"Material Document Defect": A Document Defect that materially
and
adversely affects the interests of the Certificateholders, or any
of them, with
respect to the affected Mortgage Loan, including but not limited to
a material
and adverse effect on any of the distributions payable with respect
to any of
the Certificates or on the value of such Certificates or such
Mortgage Loan.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Mezzanine Intercreditor Agreement": With respect to each
applicable
Mezzanine Loan, the related intercreditor agreement and, with
respect to any
Mortgage Loan with permitted future mezzanine indebtedness, the
mezzanine
intercreditor agreement related to such future mezzanine loan.
"Mezzanine Loan": Collectively, the mezzanine loan related to
Loan
No. 1, the mezzanine loan related to Loan No. 3404790, the
mezzanine loan
related to Loan No. 3403748 and the mezzanine loan related to Loan
No. 3402284
(each such Mortgage Loan name and number as set forth in the
Mortgage Loan
Schedule) and, with respect to any Mortgage Loan with permitted
future mezzanine
indebtedness, such future mezzanine loan.
"Mezzanine Loan Holder": With respect to each Mezzanine Loan,
the
related holder of such Mezzanine Loan and, with respect to any
Mortgage Loan
with permitted future mezzanine indebtedness, the mezzanine lender
under such
future mezzanine loan.
"Modified Loan": Any Loan as to which any Servicing Transfer
Event
has occurred and that has been modified by the Special Servicer
pursuant to
Section 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing current
Monthly
Payments with respect to such Loan);
(b) except as expressly contemplated by the related loan
documents,
results in
a release of the lien of the Mortgage on any material portion
of the
related Mortgaged Property without a corresponding Principal
Prepayment
in an amount 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), 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), of the property to be
released;
or
(c) in the good faith and reasonable judgment of the Special
Servicer,
otherwise materially impairs the security for such Loan or
reduces
the likelihood of timely payment of amounts due thereon.
"Monthly Payment": With respect to any Loan, for any Due Date as
of
which such Loan is outstanding, the scheduled monthly payment (or,
in the case
of an ARD Loan after its Anticipated Repayment Date, the minimum
required
monthly payment, exclusive of any Excess Interest and any excess
cash flow) of
principal and/or interest on such Loan, including, without
limitation, a Balloon
Payment, 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 a modification, waiver or amendment of such
Loan granted or
agreed to by the Master Servicer or Special Servicer pursuant to
Section 3.20
and applicable law); provided that the Monthly Payment due in
respect of any ARD
Loan after its Anticipated Repayment Date shall not include Excess
Interest.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither Moody's nor any successor remains in
existence, "Moody's"
shall be deemed to refer to such other nationally recognized
statistical rating
agency or other comparable Person designated by the Depositor,
notice of which
designation shall be given to the Trustee, the Master Servicer, the
Special
Servicer and the REMIC Administrator, and specific ratings of
Moody's herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated.
"Mortgage": With respect to any Loan, separately and
collectively,
as the context may require, each mortgage, deed of trust and/or
other similar
document or instrument (together with any rider, addendum or
amendment thereto)
securing the related Mortgage Note and creating a lien on the
related Mortgaged
Property.
"Mortgage File": With respect to any Mortgage Loan, subject to
Sections 1.04 and 2.01, collectively the following documents:
(i) (A) the original executed Mortgage Note, endorsed (either
on the face thereof or pursuant to a separate allonge) "Pay to
the
order of LaSalle Bank National Association, as Trustee, in trust
for
the registered holders of Banc of America Commercial Mortgage
Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-1,
without recourse" or in blank, and further showing a complete,
unbroken chain of endorsement from the originator (if such
originator is other than the related Mortgage Loan Seller); or
alternatively, if the original executed Mortgage Note has been
lost,
a lost note affidavit and indemnity from the related Mortgage
Loan
Seller with a copy of such Mortgage Note, and (B) in the case
of
each Companion Loan, a copy of the related executed Mortgage
Note;
(ii) an original or a copy of the Mortgage and any intervening
assignments that precede the assignment referred to in clause
(iv)
of this definition, in each case (unless the particular item has
not
been returned from the applicable recording office) with evidence
of
recording indicated thereon;
(iii) an original or a copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage)
and
of any intervening assignments thereof that precede the
assignment
referred to in clause (v) of this definition, in each case
(unless
the particular item has not been returned from the applicable
recording office) with evidence of recording indicated thereon;
(iv) subject to the provisos at the end of this paragraph, (A)
for all Mortgage Loans, an original executed assignment of the
Mortgage in favor of LaSalle Bank National Association, as
Trustee,
in trust for the registered holders of Banc of America
Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series
2007-1 or in blank, in recordable form (except for any missing
recording information with respect to such Mortgage) and (B) in
the
case of each Whole Loan, an original executed assignment of the
Mortgage also to LaSalle Bank National Association in its
capacity
as "lead lender" on behalf of the Companion Loan Holder,
provided
that, if the related Mortgage has not been returned from the
applicable public recording office, such assignment of Mortgage
may
exclude the information to be provided by the recording office,
and
provided, further, if the related Mortgage has been recorded in
the
name of Mortgage Electronic Registration Systems, Inc. ("MERS")
or
its designee, no assignment of Mortgage in favor of the Trustee
will
be required to be prepared or delivered and instead, the Master
Servicer shall take all actions as are necessary to cause the
Trustee to be shown as, and the Trustee shall take all actions
necessary to confirm that it is shown as, the owner of the
related
Mortgage on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(v) an original executed assignment of any related Assignment
of Leases (if such item is a document separate from the
Mortgage),
in favor of LaSalle Bank National Association, as Trustee, in
trust
for the registered holders of Banc of America Commercial
Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series
2007-1
or in blank, in recordable form (except for any missing
recording
information with respect to such Assignment of Leases) and in
the
case of each Whole Loan, also to LaSalle Bank National
Association
in its capacity as "lead lender" or on behalf of the Companion
Loan
Holder, provided
that if the related Mortgage has been recorded in
the name of MERS or its designee, no assignment of Assignment
of
Leases in favor of the Trustee will be required to be prepared
or
delivered and instead, the Master Servicer shall take all actions
as
are necessary to cause the Trustee to be shown as, and the
Trustee
shall take all actions necessary to confirm that it is shown as,
the
owner of the related Mortgage on the records of MERS for purposes
of
the system of recording transfers of beneficial ownership of
mortgages maintained by MERS;
(vi) originals or copies of any written assumption,
modification, written assurance and substitution agreements in
those
instances where the terms or provisions of the Mortgage or
Mortgage
Note have been modified or the Mortgage Loan has been assumed,
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 or assumed is a
recordable
document; provided, however, with respect to Loan Nos. 3403571,
3403572 and 3403570 the related assumption agreements were not
recorded;
(vii) the original or a copy of the policy of lender's title
insurance or, if such policy has not yet been issued, a
"marked-up"
pro forma title policy or commitment for title insurance marked
as
binding and countersigned by the issuer or its authorized agent
either on its face or by an acknowledged closing instruction or
escrow letter;
(viii) filed copies of any prior 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
related
Mortgage Loan Seller had possession of such UCC Financing
Statements
prior to the Closing Date) and, in connection with such UCC
Financing Statements, an original UCC-2 or UCC-3, as appropriate,
in
favor of LaSalle Bank National Association, as Trustee, in trust
for
the registered holders of Banc of America Commercial Mortgage
Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-1 or
in
blank, in a form that is complete and suitable for filing or
recording, and sufficient to assign to the Trustee the security
interest held by the originator of the Mortgage Loan or its
assignee; provided, if the related Mortgage Loan has been
recorded
in
the name of MERS or its designee, no UCC Financing Statement in
favor of the Trustee will be required to be prepared or
delivered
and instead, the Master Servicer shall take all actions as are
necessary to cause the Trustee, on behalf of the
Certificateholders,
to be shown as, and the Trustee shall take all actions necessary
to
confirm that it is shown as, the owner of the related Mortgage
on
the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by
MERS;
(ix) the original or a copy of any environmental indemnity
agreement relating solely to such Mortgage Loan;
(x)
the original or a copy of any power of attorney, guaranty,
loan agreement, Ground Lease and/or Ground Lease estoppels
relating
to such Mortgage Loan;
(xi) any original documents (including any security
agreement(s)) relating to, evidencing or constituting
Additional
Collateral and, if applicable, the originals or copies of any
intervening assignments thereof;
(xii) the original or a copy of any intercreditor agreement,
co-lender agreement, agreement among noteholders or similar
agreement relating to such Mortgage Loan and a copy of any Letter
of
Credit;
(xiii) with respect to any Companion Loan, a copy of the
related Note;
(xiv) with respect to hospitality properties, a copy of the
franchise agreement, an original copy of the comfort letter and
any
transfer documents with respect to such comfort letter, if any;
and
(xv) a list attached to each Mortgage File indicating the
documents to be included in each such Mortgage File (the
"Mortgage
Loan Checklist") which list may be modified within 180 days by
the
related Mortgage Loan Seller after the Closing Date to correct
any
errors in accordance with Section 2.02(e).
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 and instruments required to
be included
therein unless they are actually so received; provided, further,
however, on the
Closing Date, with respect to item (iv), the Depositor has
delivered to the
Trustee a copy of such assignment of Mortgage in blank and has
caused the Master
Servicer to retain the completed assignment of Mortgage for
recording as
described below, unless such Mortgage has been recorded in the name
of MERS or
its designee.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related
Mortgage
Note, Mortgage and other security documents contained in the
related Mortgage
File.
"Mortgage Loan Checklist": As defined in the definition of
Mortgage File.
"Mortgage Loan Purchase and Sale Agreement": Each of the
mortgage
loan purchase and sale agreements, dated as of February 1, 2007:
(A) between
Bank of America and the Depositor, (B) between Eurohypo and the
Depositor and
(C) between Bank of America and Eurohypo, together, with respect to
the Skyline
Portfolio Pari Passu Mortgage Loan (Loan No. 3405106) and the
Depositor.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of the Trust Fund, which
list is
attached hereto as Schedule I and may be amended from time to time
in accordance
with Section 2.03(f). The Mortgage Loan Schedule shall set forth,
among other
things, the following information with respect to each Mortgage
Loan:
(i) the loan number and control number;
(ii) the street address or addresses (including city, state
and zip code) of the related Mortgaged Property.
(iii) (a) the Mortgage Rate in effect as of the Cut-off Date
and (b) whether the Mortgage Loan accrues interest on the basis
of
the actual number of days elapsed in the relevant month of
accrual
and a 360-day year (an "Actual/360 Basis") or on the basis of a
360-day year consisting of twelve 30-day months (a "30/360
Basis");
(iv) the original principal balance;
(v) the Cut-off Date Balance;
(vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date;
(vii) the Due Date;
(viii) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date (other than with respect to
Loans
that are interest only for some (but not all) of their
respective
loan terms then in such case the amortizing debt service);
(ix) the Administrative Fee Rate (inclusive of the Master
Servicer Fee Rate, the Trustee Fee Rate and the Primary
Servicing
Fee Rate);
(x) the Primary Servicing Fee Rate;
(xi) the Master Servicing Fee Rate;
(xii) whether the Mortgagor's interest in the related
Mortgaged Property is or includes a Ground Lease;
(xiii) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and, if so, a reference to the other Mortgage
Loans
that are cross collateralized with such Mortgage Loan;
(xiv) the original amortization term;
(xv) whether the Mortgage Loan is an ARD Loan;
(xvi) the applicable grace period; and
(xvii) the Loan Group to which such Mortgage Loan belongs.
The Mortgage Loan Schedule shall also set forth the aggregate
Cut-off Date Balance for all of the Mortgage Loans. Such list may
be in the form
of more than one list, collectively setting forth all of the
information
required.
"Mortgage Loan Sellers": Bank of America and Eurohypo.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider,
addendum
or amendment thereto.
"Mortgage Pool": Collectively, all of the Mortgage Loans and
any
successor REO Loans. The Mortgage Pool does not include any
Companion Loan or
any successor REO Loan.
"Mortgage Rate": With respect to (i) any Loan on or prior to
its
Stated Maturity Date, the 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 terms of the related Mortgage Note (as such may be
modified at any time
following the Closing Date) and applicable law, (ii) any Loan after
its Stated
Maturity Date, the annualized rate described in clause (i) of this
definition
determined without regard to the passage of such Stated Maturity
Date, and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii)
of this
definition, as applicable, determined as if the related Loan had
remained
outstanding.
"Mortgaged Property": Individually and collectively, as the
context
may require, each real property (together with all improvements and
fixtures
thereon) subject to the lien of a Mortgage and constituting
collateral for a
Loan. With respect to any Cross-Collateralized Mortgage Loan, as
the context may
require, "Mortgaged Property" may mean, collectively, all the
Mortgaged
Properties securing such Cross-Collateralized Mortgage Loan.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments during the related Collection Period, exceeds
(b) the
amount of the Compensating Interest Payment remitted by the Master
Servicer
pursuant to Section 3.19(e) on the Master Servicer Remittance Date
related to
such Distribution Date.
"Net Assumption Application Fee": As defined in Section 3.08.
"Net Assumption Fee": As defined in Section 3.08.
"Net Cash Flow": With respect to any Mortgaged Property, the
total
operating revenues derived from such Mortgaged Property, minus the
total fixed
and variable operating expenses, capital expenditures such as
reserves, tenant
improvements and leasing commissions, incurred in respect of such
Mortgaged
Property (subject to adjustments for, among other things, (i) non
cash items
such as depreciation and amortization, and (ii) debt service on
loans secured by
the Mortgaged Property).
"Net Default Charges": With respect to any Loan or REO Loan,
the
Default Charges referred to in clause sixth of Section 3.27(a) and
clause second
of Section 3.27(c), which are payable to the Master Servicer as
Additional
Master Servicing Compensation or the Special Servicer as Additional
Special
Servicing Compensation.
"Net Investment Earnings": 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, exceeds the aggregate of all losses and
investment
costs, if any, incurred during such Collection Period in connection
with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to any Investment Account
for
any Collection Period, the amount by which the aggregate of all
losses and
investment costs, 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, exceeds the aggregate of all interest and other
income realized
during such Collection Period on such funds, but Net Investment
Loss shall not
include any loss with respect to such investment that is incurred
solely as a
result of the insolvency of the federally or state chartered
depository
institution or trust company that holds such Investment Account so
long as such
depository institution or trust company satisfied the
qualifications set forth
in the definition of Eligible Account at the time such investment
was made and
so long as such depository institution or trust company is not an
Affiliate of
either the Master Servicer or the Special Servicer.
"Net Liquidation Proceeds": 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 and
all related Servicing Advances reimbursable therefrom.
"Net Modification Application Fee": As defined in Section
3.20(i).
"Net Modification Fee": As defined in Section 3.20(i).
"Net Mortgage Rate": With respect to any Loan or any related
REO
Loan, as of any date of determination, a rate per annum equal to
the related
Mortgage Rate then in effect minus the related Administrative Fee
Rate, if
applicable. For purposes of calculating the Pass-Through Rate for
each Class of
Certificates (other than the Class V Certificates and the Residual
Certificates)
from time to time, the Net Mortgage Rate for any Mortgage Loan will
be
calculated without regard to any modification, waiver or amendment
of the terms
of such Mortgage Loan subsequent to the Closing Date.
"Net Operating Income": With respect to any Mortgaged Property,
the
total operating revenues derived from such Mortgaged Property for a
specified
period, minus the total fixed and variable operating expenses
incurred in
respect of such Mortgaged Property (subject to adjustments for, and
excluding,
among other things, (i) non-cash items such as depreciation and
amortization,
(ii) capital expenditures (inclusive of replacement reserves) and
(iii) debt
service on loans secured by the Mortgaged Property).
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust (and, in the case of
a Whole
Loan, the related Companion Loan Holder, to the extent of its
interest),
including any lease renewed, modified or extended on behalf of the
Trust, if the
Trust has the right to renegotiate the terms of such lease.
"Non-Investment Grade Sequential Pay Certificates": The Class
K,
Class L, Class M, Class N, Class O, Class P and Class Q
Certificates.
"Non-Partitioned Loans": Each Mortgage Loan, other than any
Mortgage
Loan related to an A/B Whole Loans.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class A-MFL, 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 Q,
Class V, Class R-I and Class R-II Certificate.
"Non-U.S. Person": Any person other than a U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section
4.03(c), any
P&I Advance previously made or to be made in respect of any
Mortgage Loan or any
REO Loan that, as determined by the Master Servicer, the Special
Servicer or, if
applicable, the Trustee, in its reasonable, good faith judgment,
based on at
least an Appraisal conducted within the 12 months preceding any
such
determination, will not be ultimately recoverable (together with
Advance
Interest accrued thereon) from Default Charges, Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds or any other recovery on or in
respect of such
Mortgage Loan; provided, however, the Special Servicer may, at its
option, in
consultation with the Directing Certificateholder, make a
determination in
accordance with the Servicing Standard, that any P&I Advance
previously made or
proposed to be made is a Nonrecoverable P&I Advance and shall
deliver to the
Master Servicer and the Trustee notice of such determination and
any such
determination shall be conclusive and binding on the Master
Servicer and the
Trustee.
"Nonrecoverable Servicing Advance": Any Servicing Advance made
or
proposed to be made in respect of a Loan or REO Property that, as
determined by
the Master Servicer or, if applicable, the Special Servicer or the
Trustee in
its reasonable and good faith judgment, will not be recoverable
(together with
Advance Interest accrued thereon), or that in fact was not
ultimately recovered,
from Default Charges, Insurance Proceeds, Liquidation Proceeds or
any other
recovery on or in respect of such Loan or REO Property (without
giving effect to
potential recoveries on deficiency judgments or recoveries from
guarantors);
provided, however, the Special Servicer may, at its option, make a
determination
in accordance with the Servicing Standard and Section 3.11(h), that
any
Servicing Advance previously made or proposed to be made is a
Nonrecoverable
Servicing Advance and shall deliver to the Master Servicer and the
Trustee
notice of such determination and any such determination shall be
conclusive and
binding on the Master Servicer and the Trustee.
"Note B Holder": Any holder of a Note B related to an A/B Whole
Loan.
"Note B": Either of the Forest Hills Corporate Center Note B and
the
Richmond Ridge Apartments Note B, as applicable.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer, the Special Servicer or any Additional
Servicer, a
Responsible Officer of the Trustee or any authorized officer of a
Mortgage Loan
Seller, as the case may be.
"Opinion of Counsel":
A written opinion of counsel (who must, in
connection with any opinion rendered pursuant hereto with respect
to tax matters
or a resignation under Section 6.04, be Independent counsel, but
who otherwise
may be salaried counsel for the Depositor, the Trustee, the REMIC
Administrator,
the Master Servicer or the Special Servicer), which written opinion
is
acceptable and delivered to the addressee(s).
"Option Holder": As defined in Section 3.18(c).
"Option Period": As defined in Section 3.18(c).
"Option Price": As defined in Section 3.18(c).
"Other Pooling and Servicing Agreement": Any pooling and
servicing
agreement or other agreement that creates a trust fund whose assets
include a
Securitized Companion Loan.
"Other Securitization": Any securitization whose assets include
a
Securitized Companion Loan.
"Other Servicer": Any servicer under an Other Pooling and
Servicing Agreement or other agreement related thereto.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Loan or REO Loan, any advance made by
the
Master Servicer or the Trustee pursuant to Section 4.03.
"Pacific Shores Controlling Holder": The meaning assigned to
"Controlling Holder" in the Pacific Shores Intercreditor Agreement.
The initial
Pacific Shores Controlling Holder shall be set forth on Schedule
VII hereto.
"Pacific Shores Intercreditor Agreement": The Agreement Among
Note
Holders dated as of February 1, 2007 by and between the Pacific
Shores Note A-1
Holder and the Pacific Shores Note A-2 Holder relating to the
relative rights of
such holders, as the same may be further amended from time to time
in accordance
with the terms thereof.
"Pacific Shores Note A-1": With respect to the Pacific Shores
Pari
Passu Mortgage Loan, the related Mortgage Note that is included in
the Trust
Fund.
"Pacific Shores Note A-1 Holder": The holder of the Pacific
Shores
Note A-1, initially Bank of America, National Association.
"Pacific Shores Note A-2": The Mortgage Note related to Pacific
Shores Pari Passu Whole Loan that is not included in the Trust,
which is pari
passu in right of payment to the Pacific Shores Note A-1 as set
forth in the
Pacific Shores Intercreditor Agreement.
"Pacific Shores Note A-2 Holder": The holder of the Pacific
Shores
Note A-2, initially Bank of America, National Association.
"Pacific Shores Noteholders": The holder of the Mortgage Note
for
the Pacific Shores Pari Passu Mortgage Loan and the Pacific Shores
Note A-2
Holder.
"Pacific Shores Pari Passu Companion Loan": The loan evidenced
by
the Pacific Shores Note A-2.
"Pacific Shores Pari Passu Companion Loan Holder": The holder of
the
Pacific Shores Pari Passu Companion Loan.
"Pacific Shores Pari Passu Mortgage Loan": The Mortgage Loan
identified as Loan No. 3404790 in the Mortgage Loan Schedule,
which, together
with the Pacific Shores Note A-1, is secured by a Mortgage on the
related
Mortgaged Properties.
"Pacific Shores Pari Passu Whole Loan": The Pacific Shores Pari
Passu Mortgage Loan together with the Pacific Shores Pari Passu
Companion Loan.
References herein to Pacific Shores Pari Passu Whole Loan shall be
construed to
refer to the aggregate indebtedness under the Pacific Shores Note
A-1 and the
Pacific Shores Note A-2.
"Pari Passu Whole Loan": Any of the 575 Lexington Avenue Pari
Passu
Whole Loan, the Pacific Shores Pari Passu Whole Loan, the Skyline
Portfolio Pari
Passu Whole Loan or the Solana Pari Passu Whole Loan, as
applicable.
"Pass-Through Rate": With respect to any Class of Sequential
Pay
Certificates, the Class A-MFL Certificates and the Class A-MFL
Regular Interest,
the rate per annum specified as such in respect of such Class of
Certificates in
the Preliminary Statement hereto. With respect to the Class XW
Certificates, for
any Distribution Date, the Class XW Pass-Through Rate.
"Past Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Loan having any Monthly Payment remaining
unpaid past its
Due Date and past any applicable grace period for such Monthly
Payment as of the
Determination Date in the same calendar month.
"Payment Priority": With respect to any Class of Certificates
(other
than the Class V Certificates), the priority of the Holders thereof
in respect
of the Holders of the other Classes of Certificates to receive
distributions out
of the Available Distribution Amount for any Distribution Date. The
Payment
Priority of the respective Classes of Certificates shall be, in
descending
order, as follows: first, the respective Classes of Senior
Certificates; second,
the Class A-MFX Certificates and Class A-MFL Regular Interest, pro
rata; third,
the Class A-J Certificates; fourth the Class B Certificates; fifth,
the Class C
Certificates; sixth, the Class D Certificates; seventh, the Class
E
Certificates; eighth, the Class F Certificates; ninth, the Class G
Certificates;
tenth, the Class H Certificates; eleventh, the Class J
Certificates; twelfth,
the Class K Certificates; thirteenth, the Class L Certificates;
fourteenth, the
Class M Certificates; fifteenth, the Class N Certificates;
sixteenth, the Class
O Certificates; seventeenth, the Class P Certificates; eighteenth,
the Class Q
Certificates; and last, the respective Classes of Residual
Certificates.
"Percentage Interest": With respect to any REMIC II Regular
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 Certificate Notional Amount, as the case may be, of such
Certificate
as of the Closing Date, as specified on the face thereof, and the
denominator of
which is the Initial Class Principal Balance or Initial Class
Notional Amount,
as the case may be, of the relevant Class. With respect to a Class
V Certificate
or a Residual 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": As defined in Section 11.06.
"Performing Loan": As of any date of determination, any Loan as
to which no Servicing Transfer Event then exists.
"Performing Party": As defined in Section 11.12.
"Permitted Investments": Any one or more of the following
obligations:
(a) 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, provided such obligations are backed
by
the full
faith and credit of the United States;
(b)
repurchase obligations with respect to any security described
in
clause (a)
of this definition, provided that the long-term unsecured debt
obligations of the party agreeing to repurchase such obligations
are rated
"AA+" by
Fitch and "Aaa" by Moody's;
(c) federal funds, uncertificated certificates of deposit, time
deposits
and bankers' acceptances (having original maturities of not
more
than 365
days) of any bank or trust company organized under the laws of
the United
States or any state, provided that the short-term unsecured
debt
obligations of such bank or trust company are rated no less
than
"F-1" by
Fitch and "P-1" by Moody's;
(d) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof rated no less than "F-1" by Fitch and "P-1"
by
Moody's;
(e) units of money market funds that maintain a constant asset
value
and that
are rated in the highest applicable rating category by each of
Fitch (or
if not rated by Fitch a confirmation from Fitch that such money
market
fund is acceptable) and Moody's (or if not rated by Moody's a
confirmation from
Moody's that such money market fund is acceptable); and
(f) any other obligation or security that would not result in
the
downgrade,
qualification (if applicable) or withdrawal of the rating then
assigned
by any of the Rating Agencies to any Class of Certificates or
Companion
Loan Securities, evidence of which shall be confirmed in
writing
by each
Rating Agency to the Trustee;
provided that no investment described hereunder shall evidence
either the right
to receive (a) only interest with respect to such investment or (b)
a yield to
maturity greater than 120% of the yield to maturity at par of the
underlying
obligations; and provided, further, 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
provided, further, each investment described hereunder shall, by
its terms, have
a predetermined fixed amount of principal due at maturity (that
cannot vary or
change) and either a fixed interest rate or variable interest rate
tied to a
single interest rate index plus a single fixed spread; and
provided, further,
each investment described hereunder shall be a "cash flow
investment", as
defined in the REMIC Provisions; and provided, further, no
investment described
hereunder shall have a maturity in excess of one year; and
provided, further, no
investment described hereunder shall be liquidated prior to its
maturity date;
and provided, further, no investment described hereunder may have
an "r"
highlighter or other comparable qualifier attached to its
rating.
"Permitted Mezzanine Loan Holder": With respect to the
Mezzanine
Loans, any "qualified transferee" with respect to which each Rating
Agency has
confirmed in writing that the holding of the related Mezzanine Loan
by such
Person would not cause a qualification, downgrade or withdrawal of
any of such
Rating Agency's then-current ratings on the Certificates or
Companion Loan
Securities or that otherwise meets the qualifications set forth in
the related
Mezzanine Intercreditor Agreement to be a "qualified
transferee".
"Permitted Transferee": Any Transferee of a Residual
Certificate
other than any of a Plan or a Person acting on behalf of or using
the assets of
a Plan, a Disqualified Organization, a Disqualified Non-U.S.
Person, an entity
treated as a U.S. partnership for federal income tax purposes if
any of its
direct or indirect beneficial owners (other than through a U.S.
corporation) is
(or is permitted to be under the related partnership agreement) a
Disqualified
Non-U.S. Person or a U.S. Person with respect to whom income on a
Residual
Certificate is attributable to a foreign permanent establishment or
fixed base,
within the meaning of an applicable income tax treaty, of such
Person or any
other U.S. Person or any nominee, agent or middleman of any of the
above.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization, limited
liability company or government or any agency or political
subdivision thereof.
"Phase I Environmental Assessment": A "Phase I assessment" or,
in
the case of any Loan having an initial principal balance under
$1,000,000, a
transaction screen, as described in, and meeting the criteria of,
the American
Society of Testing Materials Standard Sections 1527-99 or any
successor thereto
published by the American Society of Testing Materials.
"Placement Agent": Banc of America Securities LLC.
"Plan": As defined in Section 5.02(c).
"Pool REO Account": A segregated custodial account or accounts
created and maintained by the Special Servicer pursuant to Section
3.16(b) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "LNR Partners, Inc., as Special Servicer, for the benefit
of LaSalle
Bank National Association, as Trustee, in trust for registered
Holders of Banc
of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through
Certificates, Series 2007-1, REO Account". Any such account or
accounts shall be
an Eligible Account.
"Post CAP Whole Loan": Any A/B Whole Loan following the
occurrence
and during the continuance of a related Control Appraisal
Period.
"Prepayment Assumption": The assumption that no Mortgage Loan
(other
than an ARD Loan) is prepaid prior to its Stated Maturity Date and
that no ARD
Loan is prepaid prior to, but each is paid in its entirety on, its
Anticipated
Repayment Date, such assumption to be used for determining the
accrual of
original issue discount, market discount and premium, if any, on
the Mortgage
Loans, the REMIC I Regular Interests, the REMIC II Regular
Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular
Interest for
federal income tax purposes.
"Prepayment Interest Excess": With respect to any Loan that was
subject to a Principal Prepayment in full or in part made on or
prior to the
Determination Date in any calendar month but after such Loan's Due
Date, any
payment of interest (net of related Master Servicing Fees and
Excess Interest
and exclusive of Prepayment Premiums) actually collected from the
related
Mortgagor from and after such Due Date.
"Prepayment Interest Shortfall": With respect to any Loan that
was
subject to a Principal Prepayment in full or in part made after
the
Determination Date in any calendar month, the amount of uncollected
interest
(determined without regard to any Prepayment Premium that may have
been
collected and exclusive of, in the case of an ARD Loan after its
Anticipated
Repayment Date, Excess Interest) that would have accrued at a per
annum rate
equal to the sum of the Net Mortgage Rate for such Loan plus the
Trustee Fee
Rate, on the amount of such Principal Prepayment during the period
commencing on
the date as of which such Principal Prepayment was applied to such
Loan and
ending on the last day of such calendar month, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or
payable,
as the context requires, by a Mortgagor in connection with a
Principal
Prepayment on, or other early collection of principal of, a Loan or
any
successor REO Loan.
"Primary Collateral": The Mortgaged Property directly securing
a
Cross-Collateralized Mortgage Loan excluding, however, any
Mortgaged Property as
to which the related lien may only be foreclosed upon solely
because of the
cross-collateralization of such Mortgage Loans.
"Primary Servicing Fee": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement as of the Closing Date, the
monthly fee
payable to the Sub-Servicer by the Master Servicer from the Master
Servicing
Fee, which monthly fee accrues at the Primary Servicing Fee
Rate.
"Primary Servicing Fee Rate": With respect to each Mortgage
Loan
that is subject to a Sub-Servicing Agreement as of the Closing
Date, the rate
per annum specified as such in the Mortgage Loan Schedule.
"Primary Servicing Office": With respect to the Master Servicer,
the
office thereof primarily responsible for performing its respective
duties under
this Agreement, initially located in Charlotte, North Carolina,
and, with
respect to the Special Servicer, the office thereof primarily
responsible for
performing its respective duties under this Agreement, initially
located in
Florida.
"Principal Distribution Amount": With respect to any
Distribution
Date and in respect of any Mortgage Loan, the aggregate of the
Current Principal
Distribution Amount for such Distribution Date and, if such
Distribution Date is
subsequent to the initial Distribution Date, the excess, if any, of
the
Principal Distribution Amount for the preceding Distribution Date,
over the
aggregate distributions of principal made on the Sequential Pay
Certificates and
the Class A-MFL Regular Interest on the preceding Distribution
Date; provided
that the Principal Distribution Amount for any Distribution Date
shall be
reduced by the amount of any reimbursements of Nonrecoverable
Advances or
Workout-Delayed Reimbursement Amounts plus interest on such
Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts that are paid or
reimbursed
from principal collections on the Mortgage Loans in a period during
which such
principal collections would have otherwise been included in the
Principal
Distribution Amount for such Distribution Date (provided that if
any of the
amounts that were reimbursed from principal collections on the
Mortgage Loans
are subsequently recovered on the related Mortgage Loan, such
recovery will
increase the Principal Distribution Amount for the Distribution
Date related to
the period in which such recovery occurs).
"Principal Pay Certificates": Collectively, the Sequential Pay
Certificates.
"Principal Prepayment": 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 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 Actions": As defined in Section 3.21(f).
"Prospectus Supplement": That certain prospectus supplement
dated
February 15, 2007, relating to the Class A-1, Class A-2, Class A-3,
Class A-AB,
Class A-4, Class A-1A, Class XW, Class A-MFX, Class A-J and Class
B
Certificates, that is a supplement to the Base Prospectus.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(d).
"Purchase Price": With respect to any Mortgage Loan, a price
equal
to the unpaid principal balance of the Mortgage Loan as of the date
of purchase,
together with (a) all accrued and unpaid interest (excluding, in
the case of an
ARD Loan after its Anticipated Repayment Date, Excess Interest) on
the Mortgage
Loan at the related Mortgage Rate up to but not including the Due
Date in the
Collection Period of purchase, (b) all related unreimbursed Master
Servicing
Fees, Special Servicing Fees, Trustee Fees and Servicing Advances
that are
unreimbursed from related collections on such Mortgage Loan, (c)
all accrued and
unpaid Advance Interest in respect of related Advances, (d) any
Additional Trust
Fund Expenses in respect of such Mortgage Loan (including any
Additional Trust
Fund Expenses previously reimbursed or paid by the Trust Fund but
not so
reimbursed by the related Mortgagor or other party or from
Insurance Proceeds or
Condemnation Proceeds or otherwise), (e) Liquidation Fees (if any)
payable in
connection with a purchase of a Mortgage Loan and (f) any cost,
fees and
expenses of enforcement (including attorneys fees) of a repurchase
obligation
pursuant to Section 2.03(h). With respect to any REO Property, a
price equal to
the unpaid principal balance of the related REO Loan as of the date
of purchase,
together with (a) all accrued and unpaid interest (excluding, in
the case of an
ARD Loan after its Anticipated Repayment Date, Excess Interest) on
such REO Loan
at the related Mortgage Rate to but not including the Due Date in
the Collection
Period of purchase, (b) all related Master Servicing Fees, Special
Servicing
Fees, Trustee Fees and Servicing Advances that are unreimbursed
from related
collections on such REO Property, (c) all accrued and unpaid
Advance Interest in
respect of related Advances, (d) any Additional Trust Fund Expenses
in respect
of such REO Property (including any Additional Trust Fund Expenses
previously
reimbursed or paid by the Trust Fund but not so reimbursed by the
related
Mortgagor or other party or from Insurance Proceeds or Condemnation
Proceeds or
otherwise), (e) Liquidation Fees (if any) payable in connection
with a purchase
of a Mortgage Loan and (f) any cost, fees and expenses of
enforcement (including
attorneys fees) of a repurchase obligation pursuant to Section
2.03. The
Purchase Price of any Mortgage Loan or REO Property is intended to
include,
without limitation, principal and interest previously advanced with
respect
thereto and not previously reimbursed.
"Qualified Appraiser": In connection with the appraisal of any
Loan,
Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with
at least five years of experience in respect of the relevant
geographic location
and property type.
"Qualified Bidder": As defined in Section 7.01(d).
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": An insurance company or security or
bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction.
"Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Mortgage Loan as contemplated by Section
2.03, any
other mortgage loan that, on the date of substitution, (i) has a
principal
balance, after deduction of the principal portion of any unpaid
Monthly Payment
due on or before the date of substitution, not in excess of the
Stated Principal
Balance of the Defective Mortgage Loan; (ii) is accruing interest
at a fixed
rate of interest at least equal to that of the Defective Mortgage
Loan; (iii)
has the same Due Date as, and a grace period for delinquent Monthly
Payments
that is no longer than, the Due Date and grace period,
respectively, of the
Defective Mortgage Loan; (iv) is accruing interest on the same
basis as the
Defective Mortgage Loan (for example, on the basis of a 360-day
year consisting
of twelve 30-day months); (v) has a remaining term to stated
maturity not
greater than, and not more than two years less than, that of the
Defective
Mortgage Loan and, in any event, has a maturity date not later than
two years
prior to the Rated Final Distribution Date; (vi) has a then
current
loan-to-value ratio not higher than, and a then current debt
service coverage
ratio not lower than, the loan-to-value ratio and debt service
coverage ratio,
respectively, of the Defective Mortgage Loan as of the Closing
Date; (vii) has
comparable prepayment restrictions to those of the Defective
Mortgage Loan,
(viii) will comply (except in a manner that would not be adverse to
the
interests of the Certificateholders (as a collective whole) in or
with respect
to such mortgage loan), as of the date of substitution, with all of
the
representations relating to the Defective Mortgage Loan set forth
in or made
pursuant to the related Mortgage Loan Purchase and Sale Agreement;
(ix) has a
Phase I Environmental Assessment and a property condition report
relating to the
related Mortgaged Property in its Servicing File, which Phase I
Environmental
Assessment will evidence that there is no material adverse
environmental
condition or circumstance at the related Mortgaged Property for
which further
remedial action may be required under applicable law, and which
property
condition report will evidence that the related Mortgaged Property
is in good
condition with no material damage or deferred maintenance; and (x)
constitutes a
"qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the
Code; provided, however, if more than one mortgage loan is to be
substituted for
any Defective Mortgage Loan, then all such proposed Replacement
Mortgage Loans
shall, in the aggregate, satisfy the requirement specified in
clause (i) of this
definition and each such proposed Replacement Mortgage Loan shall,
individually,
satisfy each of the requirements specified in clauses (ii) through
(x) of this
definition; and provided, further, no mortgage loan shall be
substituted for a
Defective Mortgage Loan unless (x) such prospective Replacement
Mortgage Loan
shall be acceptable to the Directing Certificateholder (or, if
there is no
Directing Certificateholder then serving, to the Holders of
Certificates
representing a majority of the Voting Rights allocated to the
Controlling
Class), in its (or their) sole discretion, and (y) each Rating
Agency shall have
confirmed in writing to the Trustee that such substitution will not
in and of
itself result in an Adverse Rating Event with respect to any Class
of Rated
Certificates (such written confirmation to be obtained by, and at
the expense
of, the related Mortgage Loan Seller effecting the
substitution).
"Rated Certificate": Any of the Certificates to which a rating
has
been assigned by either Rating Agency at the request of the
Depositor.
"Rated Final Distribution Date": As to each Class of
Certificates, the Distribution Date in January 2049.
"Rating Agency": Each of Fitch and Moody's, or their successors
in interest, and, if applicable, any rating agency rating the
Companion Loan
Securities.
"Rating Agency Trigger Event": The reduction of either the
Class
A-MFL Swap Counterparty's long-term ratings below "A-" by Fitch or
"A3" by
Moody's for the Class A-MFL Swap Contract.
"Realized Loss": With respect to each Defaulted Loan as to which
a
Final Recovery Determination has been made, or with respect to any
related 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 (i) the
unpaid principal
balance of such Loan or REO Loan, as the case may be, as of the Due
Date related
to the Collection Period in which the Final Recovery Determination
was made,
plus (ii) all accrued but unpaid interest on such Loan or REO Loan,
as the case
may be, at the related Mortgage Rate to but not including the Due
Date related
to the Collection Period in which the Final Recovery Determination
was made,
plus (iii) any related unreimbursed Servicing Advances as of the
commencement of
the Collection Period in which the Final Recovery Determination was
made,
together with any new related Servicing Advances made during such
Collection
Period, minus (iv) all payments and proceeds, if any, received in
respect of
such Collection Period related to the Loan or REO Loan, as the case
may be,
during the Collection Period in which such Final Recovery
Determination was made
(net of any related Liquidation Expenses paid therefrom).
With respect to any Loan as to which any portion of the
outstanding
principal or accrued interest owed thereunder was forgiven in
connection with a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, waiver or amendment of such Loan granted or agreed to
by the
Master Servicer or Special Servicer pursuant to Section 3.20, the
amount of such
principal or past due interest (other than any Default Interest) so
forgiven.
With respect to any 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, waiver or amendment of such Loan granted or agreed to
by the
Master Servicer or Special Servicer pursuant to Section 3.20, the
amount of the
consequent reduction, if any, 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.
With respect to (i) any Pari Passu Whole Loan, Realized Losses
shall
be deemed allocated pro rata between the Mortgage Loan and the
related Companion
Loan in accordance with the related Intercreditor Agreement and the
portion
allocable to the Mortgage Loan shall be further allocated to the
Certificates as
provided in this Agreement, and (ii) any A/B Whole Loan, Realized
Losses shall
be deemed allocated first to the Companion Loan and then to the
related Mortgage
Loan and the portion allocable to the Mortgage Loan shall be
further allocated
to the Certificates as provided in this Agreement.
"Record Date": With respect to each Class of Certificates, for
any
Distribution Date, the last Business Day of the calendar month
immediately
preceding the month in which such Distribution Date occurs.
"Registered Certificates": Any Certificate that has been
registered under the Securities Act.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have
been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506
- 1,631
(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 AB Companion Loan Securitization": As defined in
Section 11.15(a).
"Regulation S": Regulation S under the Securities Act.
"Regulation S Certificate": A certificate in the form of
Exhibit
N attached hereto.
"Regulation S Global Certificate": A global certificate
representing
interests in a Class of Certificates as provided in Section
5.03(g), initially
sold in offshore transactions in reliance on Regulation S in fully
registered
form without interest coupons.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of Advance Interest, which rate per annum shall be equal to the
"prime rate" as
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 such "prime rate", then the Trustee, in its sole
discretion, 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 and the Special Servicer in writing of its
selection.
"Release Date": The 40th day after the later of (i) the
commencement
of the offering of the Certificates and (ii) the Closing Date.
"Relevant Servicing Criteria": The Servicing Criteria applicable
to
the various parties, as set forth on Schedule VIII attached hereto.
For the
avoidance of doubt, multiple parties can have responsibility for
the same
Relevant Servicing Criteria. With respect to a Servicing Function
Participant
engaged by the Trustee, the Master Servicer or the Special
Servicer, 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": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code.
"REMIC Administrator": LaSalle Bank National Association, its
successor in interest, or any successor REMIC administrator
appointed as herein
provided.
"REMIC I": A segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is
to be made,
consisting of: (i) the Mortgage Loans (other than Excess Interest)
as from time
to time are subject to this Agreement and all payments under and
proceeds of
such Mortgage Loans received or receivable after the Cut-off Date
(other than
payments of principal, interest and other amounts due and payable
on such
Mortgage Loans on or before the Cut-off Date), together with all
documents,
Escrow Payments and Reserve Funds delivered or caused to be
delivered hereunder
by the related Mortgage Loan Seller with respect to such Mortgage
Loans, (ii)
any REO Property acquired in respect of a Mortgage Loan and all
payments and
proceeds of such REO Property; (iii) the rights of the Depositor
under Sections
1, 2, 3, 4, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the
Mortgage Loan
Purchase and Sale Agreements (and Section 23 of the Mortgage Loan
Purchase and
Sale Agreement between Bank of America and the Depositor), (iv) the
Interest
Deposit Amount, (v) the Initial Interest Reserve Deposit Amount and
(vi) such
amounts on or with respect to clauses (i) or (ii) of this
definition, as from
time to time are deposited into the Distribution Account, the
Certificate
Account, the Interest Reserve Account and the REO Account (if
established) and
the Excess Liquidation Proceeds Account (if established), and in
the case of a
Whole Loan, to the extent of the Trust's interest in each of the
foregoing.
"REMIC I Distribution Account": The segregated account or
accounts
created and maintained as a separate trust account or accounts by
the Trustee
pursuant to Section 3.04, which shall be entitled "LaSalle Bank
National
Association, as Trustee, in trust for Holders of Banc of America
Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-1,
REMIC I Distribution Account" and which account shall be an
Eligible Account and
a sub-account of the Distribution Account.
"REMIC I Principal Balance": The principal amount of any REMIC
I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall equal
the initial REMIC I Principal Balance as set forth in the
Preliminary Statement
hereto. On each Distribution Date, the REMIC I Principal Balance of
each REMIC I
Regular Interest shall be permanently reduced by all distributions
of principal
deemed to have been made in respect of such REMIC I Regular
Interest on such
Distribution Date pursuant to Section 4.01(a), 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).
"REMIC I Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I, as described in the Preliminary
Statement hereto.
"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, the Weighted Average Adjusted
Net
Mortgage Rate.
"REMIC II": A segregated pool of assets subject hereto and to
be
administered hereunder, and consisting of all of the REMIC I
Regular Interests
and amounts distributed thereon as from time to time are held in
the REMIC II
Distribution Account.
"REMIC II Certificate": Any Certificate, other than a Class R-I
Certificate or Class V Certificate.
"REMIC II Distribution Account": The segregated account or
accounts
created and maintained as a separate trust account or accounts by
the Trustee
pursuant to Section 3.04, which shall be entitled "LaSalle Bank
National
Association, as Trustee, in trust for Holders of Banc of America
Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-1,
REMIC II Distribution Account" and which account shall be an
Eligible Account
and a sub-account of the Distribution Account.
"REMIC II Regular Certificate": Any REMIC II Certificate, other
than a Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and temporary and final Treasury regulations (or
proposed
regulations that would apply by reason of their proposed effective
date to the
extent not inconsistent with temporary or final regulations) and
any rulings
promulgated thereunder, as the foregoing may be in effect from time
to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the Code,
which income,
subject to the terms and conditions of that Section of the Code in
its present
form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code,
any
amount
received or accrued, directly or indirectly, with respect to
such
REO
Property, if the determination of such amount depends in whole or
in
part on
the income or profits derived by any Person from such property
(unless
such amount is a fixed percentage or percentages of receipts or
sales and
otherwise constitutes Rents from Real Property);
(b) any amount received or accrued, directly or indirectly, from
any
Person if
the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person
determined
in
accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly,
with
respect to
such REO Property if any Person Directly Operates such REO
Property;
(d) any amount charged for services that are not customarily
furnished
in connection with the rental of property to tenants in
buildings
of a similar class in the same geographic market as such REO
Property
within the meaning of Treasury Regulations Section
1.856-4(b)(1)
(whether
or not such charges are separately stated); and
(e) rent attributable to personal property unless such personal
property
is leased under, or in connection with, the lease of such REO
Property
and, for any taxable year of the Trust Fund, such rent is no
greater
than 15 percent of the total rent received or accrued under, or
in
connection
with, the lease.
"REO Account": The Pool REO Account and/or a Whole Loan REO
Account,
as applicable.
"REO Acquisition": The acquisition of an REO Property for
federal
income tax purposes pursuant to Treasury Regulations Section
1.856-6.
"REO Disposition": The sale or other disposition of the REO
Property
pursuant to Section 3.18.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The mortgage loan(s) deemed for purposes hereof to
be
outstanding with respect to each REO Property acquired in respect
of any Loan.
Each REO Loan shall be deemed to have an initial unpaid principal
balance and
Stated Principal Balance equal to the unpaid principal balance and
Stated
Principal Balance, respectively, of the predecessor Loan as of the
date of the
related REO Acquisition. In addition, all Monthly Payments (other
than any
Balloon Payment), Assumed Monthly Payments (in the case of a
Balloon Loan
delinquent in respect of its Balloon Payment) and other amounts due
and owing,
or deemed to be due and owing, in respect of the predecessor Loan
as of the date
of the related REO Acquisition, shall be deemed to continue to be
due and owing
in respect of an REO Loan. In addition, Nonrecoverable Advances
(including
interest on such Nonrecoverable Advances) and Workout-Delayed
Reimbursement
Amounts with respect to such REO Loan that were reimbursed from
collections on
the Loans and resulted in principal distributed to the
Certificateholders being
reduced as a result of the first proviso of the definition of
"Principal
Distribution Amount", shall be deemed outstanding until recovered
or until a
Final Recovery Determination is made. All amounts payable or
reimbursable to the
Master Servicer, the Special Servicer and/or the Trustee in respect
of the
related Loan as of the date of the related REO Acquisition,
including, without
limitation, any unpaid Servicing Fees and any unreimbursed
Advances, together
with any Advance Interest accrued and payable to the Master
Servicer, the
Special Servicer and/or the Trustee in respect of such Advances,
shall continue
to be payable or reimbursable to the Master Servicer, the Special
Servicer
and/or the Trustee as the case may be, in respect of an REO Loan.
If the Loans
comprising 575 Lexington Avenue Pari Passu Whole Loan become REO
Loans, amounts
received by the Trust with respect to such REO Loans shall be
applied to amounts
due and owing in respect of such REO Loans as provided in Section
1(b) of the
575 Lexington Avenue Intercreditor Agreement. If the Loans
comprising Forest
Hills Corporate Center A/B Whole Loan become REO Loans, amounts
received by the
Trust with respect to such REO Loans shall be applied to amounts
due and owing
in respect of such REO Loans as provided in Section 1 of the Forest
Hills
Corporate Center Intercreditor Agreement. If the Loans comprising
Pacific Shores
Pari Passu Whole Loan become REO Loans, amounts received by the
Trust with
respect to such REO Loans shall be applied to amounts due and owing
in respect
of such REO Loans as provided in Section 1(b) of the Pacific
Shores
Intercreditor Agreement. If the Loans comprising Richmond Ridge
Apartments A/B
Whole Loan become REO Loans, amounts received by the Trust with
respect to such
REO Loans shall be applied to amounts due and owing in respect of
such REO Loans
as provided in Section 4 of the Richmond Ridge Apartments Center
Intercreditor
Agreement. If the Loans comprising Skyline Portfolio Pari Passu
Whole Loan
become REO Loans, amounts received by the Trust with respect to
such REO Loans
shall be applied to amounts due and owing in respect of such REO
Loans as
provided in Section 1(b) of the Skyline Portfolio Intercreditor
Agreement. If
the Loans comprising Solana Pari Passu Whole Loan become REO Loans,
amounts
received by the Trust with respect to such REO Loans shall be
applied to amounts
due and owing in respect of such REO Loans as provided in Section
3.2 of the
Solana Intercreditor Agreement. Collections in respect of each REO
Loan
(exclusive of the amounts to be applied to the payment of, or to be
reimbursed
to the Master Servicer or the Special Servicer for the payment of,
Servicing
Fees, Special Servicing Fees, Additional Master Servicing
Compensation,
Additional Special Servicing Compensation, Liquidation Fees, the
costs of
operating, managing, selling, leasing and maintaining the related
REO Property)
shall be treated: first, as a recovery of Nonrecoverable Advances
(including
interest on such Nonrecoverable Advance) and Workout-Delayed
Reimbursed Amounts
with respect to such REO Loan, that were reimbursed from
collections on the
Loans and resulted in principal distributed to the
Certificateholders being
reduced as a result of the first proviso of the definition of
"Principal
Distribution Amount"; second, as a recovery of accrued and unpaid
interest on
such REO Loan at the related Mortgage Rate in effect from time to
time to but
not including the Due Date in the Collection Period of receipt;
third, as a
recovery of principal of such REO Loan to the extent of its entire
unpaid
principal balance; fourth, in accordance with the Servicing
Standard of the
Master Servicer or the Special Servicer, as applicable, as a
recovery of any
other amounts due and owing in respect of such REO Loan; fifth, as
a recovery of
any other amounts deemed to be due and owing in respect of the
related REO Loan
(other than, in the case of an REO Loan that relates to an ARD Loan
after its
Anticipated Repayment Date, accrued and unpaid Excess Interest);
and sixth, in
the case of an REO Loan that relates to an ARD Loan after its
Anticipated
Repayment Date, as a recovery of any accrued and unpaid Excess
Interest on such
REO Loan to but not including the date of receipt by or on behalf
of the Trust,
in that order.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Trustee for the benefit of the
Certificateholders
(and, in the case of a related Mortgaged Property securing a Whole
Loan, for the
benefit of the Certificateholders and the related Companion Loan
Holder, as
their interests may appear) pursuant to Section 3.09 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. For
the avoidance of doubt, REO Property allocable to any Companion
Loan shall not
be an asset of the Trust Fund or REMIC I or REMIC II.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"Replacement Mortgage Loan" Any mortgage loan that is substituted
by
the Mortgage Loan Seller for a Defective Mortgage Loan as
contemplated by
Section 2.03.
"Reportable Event": As defined in Section 11.07.
"Reporting Servicer": As defined in Section 11.10.
"Request for Release": A request for release signed by a
Servicing
Officer of, as applicable, the Master Servicer or Special Servicer
in the form
of Exhibit D attached hereto.
"Request for Review": A request for review signed by a
Servicing
Officer of, as applicable, the Master Servicer or Special Servicer
in the form
of Exhibit H attached hereto.
"Required Appraisal Loan": As defined in Section 3.19(b).
"Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to the
following minimum
ratings assigned to such carrier by at least one of the other
following parties
and, in any event, by each Rating Agency that assigned a rating to
the
claims-paying ability of such insurance carrier: Fitch ("A" or
better), Moody's
("A2" or better) and A.M. Best ("A: VIII" or better) or any
insurance carrier
backed or guaranteed by an insurer with such required ratings;
provided,
however, a rating by A.M. Best shall be disregarded and shall not
be applicable
as one of the two required ratings except with respect to a
fidelity bond or
errors and omissions insurance maintained by a Sub-Servicer and
then only to the
extent in force as of the Closing Date. Notwithstanding the
preceding sentence,
an insurance carrier with lower or fewer claims-paying ability
ratings shall be
deemed to have the "Required Claims-Paying Ratings" if the
applicable Rating
Agency has confirmed in writing that such insurance carrier shall
not result, in
and of itself, in a downgrading, withdrawal or qualification (if
applicable) of
the then current rating assigned by such Rating Agency to any Class
of
Certificates or Companion Loan Securities unless, with respect to
policies
maintained by borrowers, a higher claims-paying ability rating is
required under
any of the loan documents.
"Reserve Accounts": The account or accounts created and
maintained
pursuant to Section 3.03(d).
"Reserve Funds": With respect to any Loan, any amounts delivered
by
the related Mortgagor (and not previously disbursed) to be held in
escrow by or
on behalf of the mortgagee representing reserves for principal and
interest
payments, repairs, replacements, capital improvements (including,
without
limitation, tenant improvements and leasing commissions), and/or
environmental
testing and remediation with respect to the related Mortgaged
Property.
"Residual Certificate": Any Class R-I or Class R-II
Certificate.
"Resolution Extension Period": This term shall mean:
(i) for purposes of remediating a Material Breach with respect
to any Mortgage Loan, the 90-day period following the end of
the
applicable Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect
with respect to any Mortgage Loan that is not a Specially
Serviced
Loan at the commencement of, and does not become a Specially
Serviced Loan during, the applicable Initial Resolution Period,
the
period commencing at the end of the applicable Initial
Resolution
Period and ending on, and including, the earlier of (i) the 90th
day
following the end of such Initial Resolution Period and (ii)
the
45th day following receipt by the related Mortgage Loan Seller
of
written notice from the Master Servicer or the Special Servicer
of
the occurrence of any Servicing Transfer Event with respect to
such
Mortgage Loan subsequent to the end of such Initial Resolution
Period;
(iii) for purposes of remediating a Material Document Defect
with respect to any Mortgage Loan that is a not a Specially
Serviced
Loan as of the commencement of the applicable Initial
Resolution
Period, but as to which a Servicing Transfer Event occurs
during
such Initial Resolution Period, the period commencing at the end
of
the applicable Initial Resolution Period and ending on, and
including, the 90th day following receipt by the related
Mortgage
Loan Seller of written notice from the Master Servicer or the
Special Servicer of the occurrence of such Servicing Transfer
Event;
and
(iv) for purposes of remediating a Material Document Defect
with respect to any Mortgage Loan that is a Specially Serviced
Loan
as of the commencement of the applicable Initial Resolution
Period,
zero days; provided, however, if the related Mortgage Loan
Seller
did not receive written notice from the Master Servicer or the
Special Servicer of the relevant Servicing Transfer Event as of
the
commencement of the applicable Initial Resolution Period, then
such
Servicing Transfer Event shall be deemed to have occurred
during
such Initial Resolution Period and the immediately preceding
clause
(iii) of this definition will be deemed to apply.
In addition, the related Mortgage Loan Seller shall have an
additional 90 days to cure such Material Document Defect or
Material Breach,
provided that such Mortgage Loan Seller has commenced and is
diligently
proceeding with the cure of such Material Document Defect or
Material Breach and
such failure to cure is solely the result of a delay in the return
of documents
from the local filing or recording authorities.
"Responsible Officer": When used with respect to the Trustee,
any
officer assigned to the Global Securities and Trust Services Group,
any vice
president, any assistant vice president, any assistant secretary,
any assistant
treasurer, or any other officer of the Trustee customarily
performing functions
similar to those performed by any of the above designated officers
to whom a
particular matter is referred by the Trustee because of such
officer's knowledge
of and familiarity with the particular subject. When used with
respect to any
Certificate Registrar (other than the Trustee), any officer or
assistant officer
thereof.
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which the Certificates
are first
offered to persons other than the managers and any other
distributor (as defined
in Regulation S) of the Certificates, and (b) the Closing Date.
"Richmond Ridge Apartments A/B Companion Loan": The loan
evidenced
by the Richmond Ridge Apartments Note B, which is not an asset of
the Trust
Fund.
"Richmond Ridge Apartments A/B Mortgage Loan": The Mortgage
Loan
identified as Loan No. 3402616 in the Mortgage Loan Schedule,
which, together
with the Richmond Ridge Apartments Note A, is secured by a Mortgage
on the
Richmond Ridge Apartments Mortgaged Property.
"Richmond Ridge Apartments Control Appraisal Period": The
meaning
assigned to "Control Appraisal Period" in the Richmond Ridge
Apartments
Intercreditor Agreement.
"Richmond Ridge Apartments Controlling Holder": The meaning
assigned to "Controlling Holder" in the Richmond Ridge
Apartments
Intercreditor Agreement. The initial Richmond Ridge Apartments
Controlling
Holder shall be set forth on Schedule VII hereto.
"Richmond Ridge Apartments Intercreditor Agreement": The
Agreement
Among Note Holders dated as of November 27, 2006 and between the
Richmond Ridge
Apartments Note A Holder and the Richmond Ridge Apartments Note B
Holder
relating to the relative rights of such holders, as the same may be
further
amended from time to time in accordance with the terms thereof.
"Richmond Ridge Apartments Mortgaged Property": The property
that
secures the Richmond Ridge Apartments A/B Whole Loan.
"Richmond Ridge Apartments Note A": With respect to the
Richmond
Ridge Apartments A/B Mortgage Loan, the related Mortgage Note that
is included
in the Trust Fund.
"Richmond Ridge Apartments Note A Holder": The holder of the
Richmond Ridge Apartments Note A, initially Bank of America,
National
Association.
"Richmond Ridge Apartments Note B": The Mortgage Note related to
the
Richmond Ridge Apartments A/B Companion Loan that is not included
in the Trust,
which is subordinated in right of payment to the Richmond Ridge
Apartments Note
A to the extent set forth in the Richmond Ridge Apartments
Intercreditor
Agreement.
"Richmond Ridge Apartments Note B Holder": The holder of the
Richmond Ridge Apartments Note B, initially CBA-Mezzanine Capital
Finance, LLC.
"Richmond Ridge Apartments Noteholders": The holder of the
Mortgage
Note for the Richmond Ridge Apartments A/B Mortgage Loan and the
Richmond Ridge
Apartments Note B Holder.
"Richmond Ridge Apartments Whole Loan": The Richmond Ridge
Apartments A/B Mortgage Loan together with the Richmond Ridge
Apartments A/B
Companion Loan. References herein to the Richmond Ridge Apartments
A/B Whole
Loan shall be construed to refer to the aggregate indebtedness
under the
Richmond Ridge Apartments Note A and the Richmond Ridge Apartments
Note B.
"Rule 144A": Rule 144A under the Securities Act.
"S&P": Standard & Poor's Ratings Services, a division of
The McGraw
Hill Companies, Inc., or its successor in interest. If neither
S&P 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, the Special Servicer and the REMIC
Administrator
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": 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": As defined in Section
11.05(a)(iv).
"Securities Act": The Securities Act of 1933, as amended, and
the
rules and regulations thereunder.
"Securitized Companion Loan": Any of the 575 Lexington Avenue
Pari
Passu Companion Loan, a Skyline Portfolio Pari Passu Companion Loan
and the
Solana Pari Passu Companion Loan, if and for so long as each such
mortgage loan
is included in a Regulation AB Companion Loan Securitization.
"Security Agreement": With respect to any Loan, any security
agreement, chattel mortgage or similar document or instrument,
whether contained
in the related Mortgage or executed separately, creating in favor
of the holder
of such Mortgage a security interest in the personal property
constituting
security for repayment of such Loan.
"Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-AB, Class A-4, Class A-1A or Class XW Certificate.
"Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Class Principal Balance
of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
Certificates
outstanding immediately prior to such Distribution Date exceeds the
sum of (a)
the aggregate Stated Principal Balance of the Mortgage Pool that
will be
outstanding immediately following such Distribution Date, plus (b)
the lesser of
(i) the Principal Distribution Amount for such Distribution Date
and (ii) the
portion of the Available Distribution Amount for such Distribution
Date that
will remain after the distributions of interest to be made on the
Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
Certificates on such
Distribution Date have been so made.
"Sequential Pay Certificate": Any Class A (other than the Class
A-MFL Certificates), 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 or
Class Q
Certificate.
"Servicer Reports": Each of the (i) CMSA Delinquent Loan Status
Report, (ii) CMSA REO Status Report, (iii) CMSA Historical Loan
Modification and
Corrected Mortgage Loan Report, (iv) CMSA Comparative Financial
Status Report,
(v) CMSA Servicer Watch List Report, (vi) CMSA NOI Adjustment
Worksheet, (vii)
CMSA Operating Statement Analysis Report, (viii) CMSA Loan Level
Reserve-LOC
Report, (ix) CMSA Loan Periodic Update File, (x) CMSA Property
File, (xi) CMSA
Financial File and (xii) CMSA Advance Recovery Report.
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets
of the Trust
by an entity that meets the definition of "servicer" set forth in
Item 1101 of
Regulation AB and is referenced in the disclosure requirements set
forth in Item
1108 of Regulation AB. For the avoidance of doubt, any
uncapitalized occurrence
of this term shall have the meaning commonly understood by
participants in the
commercial mortgage-backed securities market.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03(a).
"Servicing Advances": Subject to Section 3.19(d) and with respect
to
any Loan, all customary, reasonable and necessary "out-of-pocket"
costs and
expenses incurred or to be incurred, as the context requires, by
the Master
Servicer or, with respect to the Specially Serviced Loans, by the
Master
Servicer at the direction of the Special Servicer or by the Special
Servicer
(or, if applicable, the Trustee) in connection with the servicing
of a Loan
after a default, delinquency or other unanticipated event, 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 set
forth in
Sections 3.03(c) and 3.09, (b) the preservation, insurance,
restoration,
protection and management of a Mortgaged Property, (c) obtaining
any Liquidation
Proceeds or Insurance Proceeds in respect of any Loan or REO
Property, (d) any
enforcement or judicial proceedings with respect to a Mortgaged
Property,
including, without limitation, foreclosures, and (e) the operation,
management,
maintenance and liquidation of any REO Property; provided that
notwithstanding
anything herein to the contrary, "Servicing Advances" shall not
include
allocable overhead of the Master Servicer or the Special Servicer
(or the
Trustee, if applicable), 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 incurred by either
such party in
connection with its purchase of any Loan or REO Property pursuant
to any
provision of this Agreement. All Emergency Advances made by the
Master Servicer
at the direction of the Special Servicer hereunder shall be
considered
"Servicing Advances" for the purposes hereof.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to
time.
"Servicing Fees": With respect to each Loan and REO Loan, the
Master Servicing Fee and the Special Servicing Fee.
"Servicing File": Any documents (other than documents required to
be
part of the related Mortgage File), including, without limitation,
the related
Phase I Environmental Site Assessment and any related environmental
insurance or
endorsement, in the possession of the Master Servicer or the
Special Servicer
and relating to the origination and servicing of any Mortgage Loan
or the
administration of any REO Property.
"Servicing Function Participant": Any Additional Servicer,
Sub-Servicer, Subcontractor or any other Person, other than the
Master Servicer,
the Special Servicer and the Trustee, that is performing activities
that address
the Servicing Criteria, unless such Person's activities relate only
to 5% or
less of the Mortgage Loans (by Stated Principal Balance).
"Servicing Officer": Any officer or authorized signatory of the
Master Servicer or the Special Servicer or any Additional Servicer
involved in,
or responsible for, the administration and servicing of Loans,
whose name and
specimen signature appear on a list of such officers and authorized
signatories
furnished by such party to the Trustee and the Depositor on the
Closing Date, as
such list may be amended from time to time thereafter.
"Servicing-Released Bid": As defined in Section 7.01(d).
"Servicing-Retained Bid": As defined in Section 7.01(d).
"Servicing Return Date": With respect to any Corrected Loan,
the
date that servicing thereof is returned by the Special Servicer to
the Master
Servicer pursuant to Section 3.21(a).
"Servicing Standard": With respect to each of the Master
Servicer
and the Special Servicer subject to applicable law and the express
terms of the
relevant Loans and in the case of a Whole Loan, the related
Intercreditor
Agreement, to service and administer the Loans and any REO
Properties for which
such Person is responsible hereunder: (a) with the same care,
skill, prudence
and diligence as is normal and usual in its general mortgage
servicing and REO
property management activities on behalf of third parties or on
behalf of
itself, whichever is higher, with respect to mortgage loans and REO
properties
that are comparable to those for which it is responsible hereunder;
(b) with a
view to the timely collection of all scheduled payments of
principal and
interest under the Loans, the full collection of all Prepayment
Premiums that
may become payable under the Loans and, in the case of the Special
Servicer, if
a Loan comes into and continues in default and if, in the good
faith and
reasonable judgment of the Special Servicer, no satisfactory
arrangements can be
made for the collection of the delinquent payments (including
payments of
Prepayment Premiums), the maximization of the recovery on such Loan
to the
Certificateholders, and, in the case of a Whole Loan, on behalf of
the related
Companion Loan Holder, as a collective whole, on a net present
value basis; and
(c) without regard to: (i) any known relationship that the Master
Servicer (or
any Affiliate thereof) or the Special Servicer (or any Affiliate
thereof), as
the case may be, may have with the related Mortgagor or with any
other party to
this Agreement; (ii) the ownership of any Certificate or Companion
Loan or any
interest in any mezzanine loan by the Master Servicer (or any
Affiliate thereof)
or the Special Servicer (or any Affiliate thereof), as the case may
be; (iii)
the obligation of the Master Servicer to make Advances, (iv) the
obligation of
the Special Servicer to make, or direct the Master Servicer to
make, Servicing
Advances; (v) the right of the Master Servicer (or any Affiliate
thereof) or the
Special Servicer (or any Affiliate thereof), as the case may be, to
receive
reimbursement of costs, or the sufficiency of any compensation
payable to it,
hereunder or with respect to any particular transaction; or (vi)
any ownership,
servicing and/or management by the Master Servicer (or any
Affiliate thereof) or
the Special Servicer (or any Affiliate thereof), as the case may
be, of any
other mortgage loans or real property.
"Servicing Transfer Event" shall mean, with respect to any Loan,
any
of the following events:
(a) the related Mortgagor has failed to make when due any
Monthly
Payment
(including a Balloon Payment) or any other payment required
under
the
related loan documents, which failure continues, or the Master
Servicer
(or the Special Servicer with the consent of the Directing
Certificateholder) determines, in its reasonable, good faith
judgment,
will
continue, unremedied (i) except in the case of a delinquent
Balloon
Payment,
for 60 days beyond the date on which the subject payment was
due,
and (ii)
solely in the case of a delinquent Balloon Payment and if (x)
the
related
Borrower is actively seeking a refinancing commitment, (y) the
related
Borrower continues to make payments in the amount of its
Monthly
Payment,
and (z) subject to Section 3.21(f), the Directing
Certificateholder consents, for 60 days beyond the related maturity
date
or, if the
related Mortgagor has delivered to the Master Servicer, on or
before the
60th day after the related maturity date, a refinancing
commitment
reasonably acceptable to the Master Servicer, for such longer
period,
not to exceed 120 days beyond the related maturity date, during
which the
refinancing would occur; or
(b) the Master Servicer (or the Special Servicer with the consent
of
the
Directing Certificateholder) has determined, in its reasonable,
good
faith
judgment, that a default in the making of a Monthly Payment
(including
a Balloon Payment) or any other material payment required under
the
related loan documents is likely to occur within 30 days and
either
(i) the
related Mortgagor has requested a material modification of the
payment
terms of the Loan or (ii) such default is likely to remain
unremedied
for at least the period contemplated by clause (a) of this
definition; or
(c) the Master Servicer (or the Special Servicer with the consent
of
the
Directing Certificateholder) has determined, in its reasonable,
good
faith
judgment, that a default, other than as described in clause (a)
or
(b) of
this definition, has occurred or is imminent that may
materially
impair the
value of the related Mortgaged Property as security for the
Loan,
which default has continued or is reasonably expected to
continue
unremedied
for the applicable cure period under the terms of the Loan (or,
if no cure
period is specified, for 60 days); or
(d) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary action against
the
related
Mortgagor under any present or future U.S. federal or state
bankruptcy, insolvency or similar law or the appointment of a
conservator,
receiver
or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceeding, or for
the
winding-up
or liquidation of its affairs, shall have been entered against
the
related Mortgagor; or
(e) the related Mortgagor shall have consented to the appointment
of
a
conservator, receiver or liquidator in any insolvency, readjustment
of
debt,
marshalling of assets and liabilities or similar proceeding of
or
relating
to such Mortgagor or of or relating to all or substantially all
of its
property; or
(f) the related Mortgagor shall have admitted in writing its
inability
to pay its debts generally as they become due, filed a petition
to take
advantage of any applicable insolvency or reorganization
statute,
made an
assignment for the benefit of its creditors, or voluntarily
suspended
payment of its obligations; or
(g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the
related
Mortgaged Property.
Notwithstanding the foregoing, with respect to any Whole Loan,
the
related Mortgage Loan and the related Companion Loan shall be
deemed to be a
Specially Serviced Loan if any loan within such Whole Loan becomes
a Specially
Serviced Loan.
A Servicing Transfer Event with respect to any Loan shall cease
to
exist:
(w) in the case of the circumstances described in clause (a) of
this
definition, if and when the related Mortgagor has made three
consecutive
full and
timely Monthly Payments under the terms of such 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, waiver or amendment granted or agreed to by the
Master
Servicer
or the Special Servicer pursuant to Section 3.20);
(x) in the case of the circumstances described in clauses (b),
(c)
(solely
with respect to an imminent default), (d), (e) and (f) of this
definition, if and when such circumstances cease to exist in
the
reasonable, good faith judgment of the Special Servicer;
(y) in the case of the circumstances described in clause (c) of
this
definition
(other than with respect to an imminent default), if and when
such
default is cured in the reasonable, good faith judgment of the
Special
Servicer; and
(z) in the case of the circumstances described in clause (g) of
this
definition, if and when such proceedings are terminated;
so long as at that time no circumstance identified in clauses (a)
through (g) of
this definition exists that would cause the Loan to continue to be
characterized
as a Specially Serviced Loan and provided no additional default is
foreseeable
in the reasonable good faith judgment of the Special Servicer.
"Similar Law": As defined in Section 5.02(c).
"Single-Purpose-Entity": A Person, other than an individual,
whose
organizational documents provide that it is formed solely for the
purpose of
owning the related Mortgaged Property, Mortgaged Properties
securing other Loans
and assets incidental to the ownership and operation of such
Mortgaged Property
or Properties, and that has agreed, either in such organizational
documents or
the loan documents relating to any related Loan, that it (a) does
not engage in
any business unrelated to such property and the financing thereof;
(b) does not
have any indebtedness other than as permitted by the related
Mortgage, (c)
maintains its own books, records and accounts, in each case that
are separate
and apart from the books, records and accounts of any other Person;
(d) conducts
business in its own name; (e) does not guarantee or assume the
debts or
obligations of any other person; (f) does not commingle its assets
or funds with
those of any other Person; (g) transacts business with affiliates
on an arm's
length basis; and (h) holds itself out as being a legal entity
separate and
apart from any other Person. In addition, such entity's
organizational documents
provide that any dissolution and winding up or insolvency filing
for such entity
requires either the unanimous consent of all partners or members,
as applicable,
or the consent of an independent Person (whether as a partner,
member, or
director in such entity or in any Person that is the managing
member or general
partner of such entity or otherwise), and either such
organizational documents
or the terms of the loan documents provide that such organizational
documents
may not be amended without the consent of the lender as regards
such single
purpose entity requirements.
"Single Certificate": For purposes of Section 4.02(a), a
Certificate
of any Class of REMIC II Regular Certificates evidencing a $1,000
denomination
or, in the case of a Class XW Certificate, a 100% Percentage
Interest.
"Skyline Portfolio Controlling Holder": The meaning assigned to
"Controlling Holder" in the Skyline Portfolio Intercreditor
Agreement. The
initial Skyline Portfolio Controlling Holder shall be set forth on
Schedule VII
hereto.
"Skyline Portfolio Intercreditor Agreement": The Agreement
Among
Note Holders dated as of January 26, 2007 by and between the
Skyline Portfolio
Note A-1 Holder, the Skyline Portfolio Note A-2 Holder and the
Skyline Portfolio
Note A-3 Holder relating to the relative rights of such holders, as
the same may
be further amended from time to time in accordance with the terms
thereof.
"Skyline Portfolio Note A-1": With respect to the Skyline
Portfolio
Pari Passu Mortgage Loan, the related Mortgage Note that is
included in the
Trust Fund.
"Skyline Portfolio Note A-1 Holder": The holder of the Skyline
Portfolio Note A-1, initially Bank of America, National Association
and Eurohypo
AG, New York Branch, each with respect to 50% of the Skyline
Portfolio Note A-1.
"Skyline Portfolio Note A-2": One of the Mortgage Notes related
to
Skyline Portfolio Pari Passu Whole Loan that is not included in the
Trust, which
such note is pari passu in right of payment to the Skyline
Portfolio Note A-1
and the Skyline Portfolio Note A-3 as set forth in the Skyline
Portfolio
Intercreditor Agreement.
"Skyline Portfolio Note A-2 Holder": The holder of the Skyline
Portfolio Note A-2, initially Bank of America, National
Association.
"Skyline Portfolio Note A-3": One of the Mortgage Notes related
to
Skyline Portfolio Pari Passu Whole Loan that is not included in the
Trust, which
such note is pari passu in right of payment to the Skyline
Portfolio Note A-1
and the Skyline Portfolio Note A-2 as set forth in the Skyline
Portfolio
Intercreditor Agreement.
"Skyline Portfolio Note A-3 Holder": The holder of the Skyline
Portfolio Note A-3, initially Eurohypo AG, New York Branch.
"Skyline Portfolio Noteholders": The holder of the Mortgage Note
for
the Skyline Portfolio Pari Passu Mortgage Loan, the Skyline
Portfolio Note A-2
Holder and the Skyline Portfolio Note A-3 Holder.
"Skyline Portfolio Pari Passu Companion Loan": Each or both of
the
loans evidenced by the Skyline Portfolio Note A-2 and the loan
evidenced by the
Skyline Portfolio Note A-3, as the context requires.
"Skyline Portfolio Pari Passu Companion Loan Holder": Each
holder
of the Skyline Portfolio Pari Passu Companion Loan.
"Skyline Portfolio Pari Passu Mortgage Loan": The Mortgage Loan
identified as Loan No. 3405106 in the Mortgage Loan Schedule,
which, together
with the Skyline Portfolio Note A-1, is secured by a Mortgage on
the related
Mortgaged Properties.
"Skyline Portfolio Pari Passu Mortgage Loan Portion": As
defined
in Section 2.03(j).
"Skyline Portfolio Pari Passu Whole Loan": The Skyline
Portfolio
Pari Passu Mortgage Loan collectively with each of the Skyline
Portfolio Pari
Passu Companion Loans. References herein to Skyline Portfolio Pari
Passu Whole
Loan shall be construed to refer to the aggregate indebtedness
under the Skyline
Portfolio Note A-1, the Skyline Portfolio Note A-2 and the Skyline
Portfolio
Note A-3.
"Solana Controlling Holder": The meaning assigned to
"Controlling
Holder" in the Solana Intercreditor Agreement. The initial Solana
Controlling
Holder shall be set forth on Schedule VII hereto.
"Solana Intercreditor Agreement": The A Notes Intercreditor dated
as
of February 27, 2007 by and between the Solana Note A-1 Holder and
the Solana
Note A-2 Holder relating to the relative rights of such holders, as
the same may
be further amended from time to time in accordance with the terms
thereof.
"Solana Note A-1": With respect to the Solana Pari Passu
Mortgage
Loan, the related Mortgage Note that is included in the Trust
Fund.
"Solana Note A-1 Holder": The holder of the Solana Note A-1,
initially Eurohypo AG, New York Branch.
"Solana Note A-2": The Mortgage Note related to Solana Pari
Passu
Whole Loan that is not included in the Trust, which is pari passu
in right of
payment to the Solana Note A-1 as set forth in the Solana
Intercreditor
Agreement.
"Solana Note A-2 Holder": The holder of the Solana Note A-2,
initially Eurohypo AG, New York Branch, or an affiliate
thereof.
"Solana Noteholders": The holder of the Mortgage Note for the
Solana Pari Passu Mortgage Loan and the Solana Note A-2 Holder.
"Solana Pari Passu Companion Loan": The loan evidenced by the
Solana Note A-2.
"Solana Pari Passu Companion Loan Holder": The holder of the
Solana Pari Passu Companion Loan.
"Solana Pari Passu Mortgage Loan": The Mortgage Loan identified
as Loan No. 1 in the Mortgage Loan Schedule, which, together with
the Solana
Note A-1, is secured by a Mortgage on the related Mortgaged
Properties.
"Solana Pari Passu Whole Loan": The Solana Pari Passu Mortgage
Loan
together with the Solana Pari Passu Companion Loan. References
herein to Solana
Pari Passu Whole Loan shall be construed to refer to the aggregate
indebtedness
under the Solana Note A-1 and the Solana Note A-2.
"Sole Pooled Certificateholder": Any Holder (or Holders
provided
that they act in unanimity) holding 100% of the Class XW
Certificates and
Non-Investment Grade Sequential Pay Certificates or an assignment
of the voting
rights thereof; provided that the Class Principal Balances, as
applicable, of
the Investment Grade Sequential Pay Certificates have been reduced
to zero.
"Special Action": As defined in Section 3.21(e).
"Special Servicer": LNR Partners, Inc., its successors in
interest, or any successor special servicer appointed as herein
provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Loan and each REO Loan, the fee designated as such and payable to
the Special
Servicer pursuant to the first paragraph of Section 3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, 0.25% (25 basis points) per
annum.
"Specially Serviced Loan": Any Loan as to which there then exists
a
Servicing Transfer Event. Upon the occurrence of a Servicing
Transfer Event with
respect to any Loan, such Loan shall remain a Specially Serviced
Loan until the
earliest of (i) its removal from the Trust Fund (in the case of a
Mortgage
Loan), (ii) an REO Acquisition with respect to the related
Mortgaged Property,
and (iii) the cessation of all existing Servicing Transfer Events
with respect
to such Loan.
"Startup Day": With respect to each of REMIC I and REMIC II, the
day
designated as such in Section 10.01(c).
"Stated Maturity Date": With respect to any Loan, the Due Date
on
which the last payment of principal is due and payable under the
terms of the
related 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, waiver or
amendment of such Loan granted or agreed to by the Master Servicer
or Special
Servicer pursuant to Section 3.20 and, in the case of an ARD Loan,
without
regard to its Anticipated Repayment Date.
"Stated Principal Balance": With respect to any Mortgage Loan
and
any successor REO Loan, a principal amount initially equal to the
Cut-off Date
Balance of such Mortgage Loan, that is permanently reduced on each
Distribution
Date (to not less than zero) by (i) all payments (or P&I
Advances in lieu
thereof) of, and all other collections allocated as provided in
Section 1.03 to,
principal of or with respect to such Mortgage Loan (or successor
REO Loan) that
are (or, if they had not been applied to cover any Additional Trust
Fund
Expense, would have been) distributed to Certificateholders on such
Distribution
Date, and (ii) the principal portion of any Realized Loss incurred
in respect of
such Mortgage Loan (or successor REO Loan) during the related
Collection Period.
With respect to any Companion Loan (and any successor REO Loan), a
principal
amount initially equal to the Cut-off Date Balance of such
Companion Loan that
is permanently reduced (to not less than zero) by (i) all payments
of, and all
other collections allocated as provided in Section 1.03 to,
principal of or with
respect to such Companion Loan (or successor REO Loan) that are
(or, if they had
not been applied to cover any Additional Trust Fund Expense, would
have been)
distributed to the related Companion Loan Holder, and (ii) the
principal portion
of any Realized Loss incurred in respect of such Companion Loan (or
successor
REO Loan) during the related Collection Period. Notwithstanding the
foregoing,
if a Liquidation Event 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. In addition, to the extent that principal from general
collections is
used to reimburse Nonrecoverable Advances or Work-out Delayed
Reimbursement
Amounts, and such amount has reduced the Principal Distribution
Amount, such
amount shall not reduce the Stated Principal Balance prior to a
Liquidation
Event or other liquidation or disposition of the related Mortgage
Loan or REO
Property (other than for purposes of computing the Weighted Average
Adjusted Net
Mortgage Rate). With respect to a Whole Loan, the Stated Principal
Balance shall
be the sum of the Stated Principal Balance of the related Mortgage
Loan and the
Stated Principal Balance of the related Companion Loan.
"Sub-Servicer": Any Person with which the Master Servicer or
the
Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the
Master
Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the
other hand as provided in Section 3.22, as the same may be modified
or amended.
"Subcontractor": Any vendor, subcontractor or other Person that
is
not responsible for the overall servicing (as "servicing" is
commonly understood
by participants in the mortgage-backed securities market) of
Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d)
of Regulation
AB with respect to Mortgage Loans under the direction or authority
of the Master
Servicer, the Special Servicer, the Trustee, any Additional
Servicer or any
Sub-Servicer.
"Subordinate Certificate": Any Class A-MFX, Class A-MFL (through
the
Class A-MFL Regular Interest), 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 or Class Q Certificate or a Residual Certificate.
"Substitution Shortfall Amount": An amount equal to the excess
if
any of the difference between the Purchase Price of the Deleted
Mortgage Loan
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": As defined in Section 7.01(d).
"Tax Matters Person": With respect to each of REMIC I and REMIC
II,
the Person designated as the "tax matters person" of such REMIC in
the manner
provided under Treasury Regulations Section 1.860F-4(d) and
Treasury Regulations
Section 301.6231(a)(7)-1. The "Tax Matters Person" for each of
REMIC I and REMIC
II is the Holder of Certificates evidencing the largest Percentage
Interest in
the related Class of Residual Certificates.
"Tax Returns": The federal income tax returns on IRS Form 1066,
U.S.
Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return,
including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to
be filed on
behalf of each of REMIC I and REMIC II due to its classification as
a REMIC
under the REMIC Provisions and the tax returns due with respect to
the Grantor
Trust, together with any and all other information, reports or
returns that may
be required to be furnished to the Certificateholders or filed with
the IRS or
any other governmental taxing authority under any applicable
provisions of
federal or Applicable State Law.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transfer Affidavit and Agreement": As defined in Section
5.02(d)(i)(B).
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any
Ownership Interest in a Certificate.
"Trust": The common
law trust created hereby.
"Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II, the Grantor Trust and the Loss of Value Reserve Fund.
"Trustee": LaSalle Bank National Association, in its capacity
as
Trustee hereunder, its successor in interest, or any successor
trustee
appointed as herein provided.
"Trustee Fee": The fee payable to the Trustee on each
Distribution
Date for its services as Trustee hereunder, in an aggregate amount
equal to one
month's interest at the Trustee Fee Rate in respect of each
Mortgage Loan and
related REO Loan, calculated on the Stated Principal Balance as of
the Due Date
in the immediately preceding Collection Period and for the same
number of days
(i.e., on the basis of, as applicable, a 360-day year consisting of
twelve
30-day months or the actual number of days elapsed during each
calendar month in
a 360-day year) respecting which any related interest payment due
on such Loan
or deemed to be due on such related REO Loan is computed under the
terms of the
related Mortgage Note (as such terms may be changed or modified at
any time
following the Closing Date) and applicable law, and without giving
effect to any
Excess Interest that may accrue on any ARD Loan after its
Anticipated Repayment
Date.
"Trustee Fee Rate": A rate of 0.0007% per annum.
"Trustee Reports": Each of the CMSA Bond Level File and the
CMSA
Collateral Summary File.
"Trustee's Website": The website maintained by the Trustee and
initially located at "www.etrustee.net", or at such other address
as the
Trustee may designate from time to time.
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement executed (if
required by the UCC) and filed pursuant to the Uniform Commercial
Code, as in
effect in the relevant jurisdiction.
"UCC-1", "UCC-2" and "UCC-3": UCC Financing Statements on Form
UCC-1, Form UCC-2 and Form UCC-3, respectively.
"Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest
at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for
such
Distribution Date, accrued on the REMIC I Principal Balance of such
REMIC I
Regular Interest outstanding immediately prior to such Distribution
Date. The
Uncertificated Accrued Interest in respect of the REMIC I Regular
Interest for
any Distribution Date shall be deemed to have accrued during the
applicable
Interest Accrual Period.
"Uncertificated Distributable Interest": With respect to any REMIC
I
Regular Interest, for any Distribution Date, the Uncertificated
Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution
Date, reduced
(to not less than zero) by the product of (i) the Net Aggregate
Prepayment
Interest Shortfall, if any, for such Distribution Date, multiplied
by (ii) a
fraction, the numerator of which is the Uncertificated Accrued
Interest in
respect of such REMIC I Regular Interest for such Distribution
Date, and the
denominator of which is the aggregate Uncertificated Accrued
Interest in respect
of all the REMIC I Regular Interests for such Distribution
Date.
"Underwriter": Each of Banc of America Securities LLC,
Citigroup
Global Markets Inc., Commerzbank Capital Markets Corp. and Merrill
Lynch,
Pierce, Fenner & Smith Incorporated.
"Underwriting Agreement: The underwriting agreement dated as of
February 15, 2007 among Bank of America, the Depositor and the
Underwriters.
"Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person
that made the
Advance hereunder, on the one hand, and the Trust Fund, on the
other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (ii)
and (vi) of
Section 3.05(a) but that has not been recovered from the Borrower
or otherwise
from collections on or the proceeds of the Loan or related REO
Property in
respect of which the Advance was made.
"U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in the
applicable
Treasury regulations) created or organized in, or under the laws
of, the United
States any State thereof or the District of Columbia, including an
entity
treated as a corporation or partnership for federal income tax
purposes, or an
estate whose income is subject to United States federal income tax
regardless of
its source, or a trust if a court within the United States is able
to exercise
primary supervision over the administration of the trust and one or
more such
U.S. Persons have the authority to control all substantial
decisions of the
trust (or, to the extent provided in applicable Treasury
regulations, certain
trusts in existence on August 20, 1996 that are eligible to elect
to be treated
as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate. At all times
during the term
of this Agreement, 98% of the Voting Rights shall be allocated
among the Holders
of the various outstanding Classes of Sequential Pay Certificates
and the Class
A-MFL Certificates in proportion to the respective Class Principal
Balances of
their Certificates, and 2% of the Voting Rights shall be allocated
to the
Holders of the Class XW Certificates. None of the Class V, Class
R-I or Class
R-II Certificates will be entitled to any Voting Rights. 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.
"Weighted Average Adjusted Net Mortgage Rate": With respect to
any
Distribution Date, the weighted average of the respective Adjusted
Net Mortgage
Rates for all the Mortgage Loans and related REO Loans, weighted on
the basis of
the respective Stated Principal Balances of such Mortgage Loans and
REO Loans
outstanding immediately prior to such Distribution Date.
"Whole Loan": Each A/B Whole Loan and Pari Passu Whole Loan as
defined herein.
"Whole Loan Custodial Account": With respect to any Whole Loan,
the
segregated account or accounts created and maintained by the Master
Servicer
pursuant to Section 3.04(e) on behalf of the related Whole Loan
noteholders,
which shall be entitled "Bank of America, National Association, as
Master
Servicer, in trust for the Whole Loan noteholders, as their
interests may
appear". Any such account shall at all times be an Eligible
Account.
"Whole Loan Remittance Amount": With respect to any Master
Servicer
Remittance Date and any Whole Loan, an amount equal to (a) all
amounts on
deposit in the related Whole Loan Custodial Account as of the
commencement of
business on such Master Servicer Remittance Date, net of (b) any
portion of the
amounts described in clause (a) of this definition that represents
one or more
of the following: (i) collected Monthly Payments that are due on a
Due Date
following the end of the related Collection Period, (ii) any
unscheduled
payments of principal (including, without limitation, Principal
Prepayments, and
interest, Liquidation Proceeds and Insurance Proceeds received
after the end of
the related Collection Period), (iii) any Prepayment Premiums
received after the
end of the related Collection Period, (iv) any amounts payable or
reimbursable
to any Person from the related Whole Loan Custodial Account
pursuant to any of
clauses (ii) through (xvii) of Section 3.05(f), (v) any Excess
Liquidation
Proceeds that are unrelated to such Whole Loan, and (vi) any
amounts deposited
into the related Whole Loan Custodial Account in error, provided
that, with
respect to the Master Servicer Remittance Date that occurs in the
same calendar
month as the Final Distribution Date, the Whole Loan Remittance
Amount will be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(iii)
of this
definition.
"Whole Loan REO Account": As defined in Section 3.16(b).
"Withheld Amounts": As defined in Section 4.05.
"Within Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Loan having any Monthly Payment remaining
unpaid past its
Due Date, as of the close of business on the Determination Date in
the same
calendar month, but that is not delinquent past the applicable
grace period for
such Monthly Payment as of the close of business on such
Determination Date.
"Workout-Delayed Reimbursement Amount": With respect to any
Loan,
the amount of any Advance made with respect to such Loan on or
before the date
such 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 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 loan documents. That any amount
constitutes all
or a portion of any Workout-Delayed Reimbursement Amount shall not
in any manner
limit the right of any Person hereunder to determine that such
amount instead
constitutes a Nonrecoverable Advance reimbursable in the same
manner as any
other Nonrecoverable Advance.
"Workout Fee": With respect to each Corrected Loan, the fee
designated as such and payable to the Special Servicer pursuant to
the second
paragraph of Section 3.11(c).
"Workout Fee Rate": With respect to each Corrected Loan as to
which
a Workout Fee is payable, 1.0% (100 basis points).
Section 1.02 Rules of Construction; Other Definitional
Provisions.
Unless the context otherwise clearly requires:
(a)
the definitions
of terms herein shall apply equally to the singular
and plural forms of the terms defined;
(b)
whenever the
context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms;
(c)
the words
"include", "includes" and "including" shall be deemed to
be
followed by the phrase "without limitation";
(d)
the word "will"
shall be construed to have the same meaning and
effect as the word "shall";
(e)
any definition
of or reference to any agreement, instrument or other
document herein shall be construed as referring to such
agreement,
instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions
on
such amendments, supplements or modifications set forth
herein);
(f)
any reference to
any Person, or to any Person in a specified
capacity, shall be construed to include such Person's successors
and
assigns or such Person's successors in such capacity, as the
case
may be;
(g)
unless otherwise
specified herein, "pro rata" when used in reference
to more than one Class of the Certificates shall mean "pro
rata"
based on the outstanding Class Principal Balances of such Classes
of
Certificates;
(h)
all references
in this instrument to designated "Articles",
"Sections", "Subsections", "clauses" and other subdivisions are
to
the designated Articles, Sections, Subsections, clauses and
other
subdivisions of this Agreement as originally executed; and
(i)
the words
"herein", "hereof", "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any
particular
Article, Section, Subsection or other subdivision.
Section 1.03 Certain Calculations in Respect of the Mortgage
Pool.
(a) All amounts collected by or on behalf of the Trust in respect
of
any Cross-Collateralized Set in the form of payments from
Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds shall be
applied among
the Mortgage Loans constituting such Cross-Collateralized Set in
accordance with
the express provisions of the related loan documents and, in the
absence of such
express provisions, in accordance with the Servicing Standard. All
amounts
collected by or on behalf of the Trust in respect of any Whole Loan
in the form
of payments from Mortgagors, Insurance Proceeds, Condemnation
Proceeds and
Liquidation Proceeds shall be applied among the Mortgage Loan and
Companion
Loan(s) constituting such Whole Loan in accordance with the express
provisions
of the related Intercreditor Agreement and, in the absence of such
express
provisions, in accordance with the Servicing Standard and the REMIC
Provisions.
All amounts collected by or on behalf of the Trust in respect of or
allocable to
any particular Mortgage Loan in the form of payments from
Mortgagors, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds shall be
applied to
amounts due and owing under the related Mortgage Note and Mortgage
(including
for principal and accrued and unpaid interest) in accordance with
the express
provisions of the related loan documents and, in the absence of
such express
provisions or if and to the extent that such terms authorize the
lender to use
its discretion, shall be applied: first, as a recovery of
Nonrecoverable
Advances (including interest on such Nonrecoverable Advances)
and
Workout-Delayed Reimbursement Amounts that were reimbursed from
general
collections on the Mortgage Loans and resulted in principal
distributed to the
Certificateholders being reduced as a result of the first proviso
in the
definition of "Principal Distribution Amount", and, if applicable,
unpaid
related Liquidation Expenses and any outstanding related Additional
Trust Fund
Expenses; second, as a recovery of accrued and unpaid interest
(excluding Excess
Interest in the case of an ARD Loan after its Anticipated Repayment
Date) on
such Mortgage Loan to, but not including, the date of receipt by or
on behalf of
the Trust (or, in the case of a full Monthly Payment from any
Mortgagor, through
the related Due Date); third, as a recovery of principal of such
Mortgage Loan
then due and owing, including by reason of acceleration of the
Mortgage Loan
following a default thereunder (or, if a Liquidation Event has
occurred in
respect of such Mortgage Loan, as a recovery of principal to the
extent of its
entire remaining unpaid principal balance); fourth, unless a
Liquidation Event
has occurred in respect of such Mortgage Loan, as a recovery of
amounts to be
currently applied to the payment of, or escrowed for the future
payment of, real
estate taxes, assessments, insurance premiums, ground rents (if
applicable) and
similar items; fifth, unless a Liquidation Event has occurred in
respect of such
Mortgage Loan, as a recovery of Reserve Funds to the extent then
required to be
held in escrow; sixth, as a recovery of any Prepayment Premium then
due and
owing under such Mortgage Loan; seventh, as a recovery of any
Default Charges
then due and owing under such Mortgage Loan; eighth, as a recovery
of any
assumption fees and modification fees then due and owing under such
Mortgage
Loan; ninth, as a recovery of any other amounts then due and owing
under such
Mortgage Loan other than remaining unpaid principal; tenth, as a
recovery of any
remaining principal of such Mortgage Loan to the extent of its
entire remaining
unpaid principal balance; and, eleventh, in the case of an ARD Loan
after its
Anticipated Repayment Date, as a recovery of accrued and unpaid
Excess Interest
on such ARD Loan, to but not including the date of receipt.
(b) Collections by or on behalf of the Trust in respect of each
REO
Property, exclusive of amounts to be applied to the payment of the
costs of
operating, managing, maintaining and disposing of such REO
Property, shall be
treated: first, as a recovery of Nonrecoverable Advances (including
interest on
such Nonrecoverable Advance) and Workout-Delayed Reimbursed Amounts
with respect
to such REO Loan, that were reimbursed from collections on the
Mortgage Loans
and resulted in principal distributed to the Certificateholders
being reduced as
a result of the first proviso of the definition of "Principal
Distribution
Amount"; second, as a recovery of accrued and unpaid interest
(excluding, in the
case of an REO Loan that relates to an ARD Loan after its
Anticipated Repayment
Date, Excess Interest) on such REO Loan at the related Mortgage
Rate in effect
from time to time to but not including the Due Date in the
Collection Period of
receipt; third, as a recovery of principal of such REO Loan to the
extent of its
entire unpaid principal balance; fourth, in accordance with the
Servicing
Standard of the Master Servicer or the Special Servicer, as
applicable, as a
recovery of any other amounts due and owing in respect of such REO
Loan; fifth,
as a recovery of any other amounts deemed to be due and owing in
respect of the
related REO Loan (other than, in the case of an REO Loan that
relates to an ARD
Loan after its Anticipated Repayment Date, accrued and unpaid
Excess Interest);
and sixth, in the case of an REO Loan that relates to an ARD Loan
after its
Anticipated Repayment Date, as a recovery of any accrued and unpaid
Excess
Interest on such REO Loan to but not including the date of receipt
by or on
behalf of the Trust, in that order.
(c) For the purposes of calculating distributions pursuant to
this
Agreement, Excess Interest on an ARD Loan shall be deemed not to
constitute
principal or any portion thereof and shall not be added to the
unpaid principal
balance or Stated Principal Balance of such ARD Loan. To the extent
any Excess
Interest is not paid on a current basis, it shall be deemed to be
deferred
interest. Any reference to the Certificate Principal Balance of any
Class of
Certificates on or as of a Distribution Date shall refer to the
Certificate
Balance of such Class of Certificates on such Distribution Date
after giving
effect to any distributions made on such Distribution Date pursuant
to Section
4.01(a).
(d) Insofar as amounts received in respect of any Mortgage Loan
or
related REO Property and allocable to shared fees and shared
charges owing in
respect of such Mortgage Loan or the related REO Loan, as the case
may be, that
constitute Additional Master Servicing Compensation payable to the
Master
Servicer and/or Additional Special Servicing Compensation payable
to the Special
Servicer, are insufficient to cover the full amount of such fees
and charges,
such amounts shall be allocated between such of those fees and
charges as are
payable to the Master Servicer, on the one hand, and such of those
fees and
charges as are payable to the Special Servicer, on the other, pro
rata in
accordance with their respective entitlements.
(e) Notwithstanding anything contained herein to the contrary,
with
respect to each Mortgage Loan subject to an involuntary prepayment
of principal
during a Collection Period, all interest collected during such
Collection Period
in connection with such involuntary prepayment of principal that
the related
lender would be entitled to retain under the related loan documents
shall be
treated as excess interest and shall be used to offset any
shortfalls of
interest for the related Distribution Date resulting from
involuntary
prepayments of principal during such Collection Period prior to
such shortfalls
of interest being allocated to any Class of Certificates. Any such
interest not
required to offset shortfalls of interest for the related
Distribution Date
pursuant to the immediately preceding sentence shall constitute
Additional
Master Servicing Compensation.
(f) The foregoing applications of amounts received in respect of
any
Mortgage Loan or REO Property shall be determined by the Master
Servicer and
reflected in the appropriate monthly report from the Master
Servicer and in the
appropriate monthly Trustee Report as provided in Section 4.02.
(g) For purposes of calculating LIBOR with respect to the Class
A-MFL Certificates and each Interest Accrual Period, LIBOR shall be
rounded, if
necessary, to the nearest hundred-thousandth of a percentage
point.
If an expense under this Agreement relates in the reasonable
judgment of the Master Servicer, the Special Servicer or the
Trustee, as
applicable, primarily to the administration of the Trust Fund, any
REMIC formed
hereunder or to any determination respecting the amount, payment or
avoidance of
any tax under the REMIC Provisions or the actual payment of any
REMIC tax or
expense, or this Agreement states that any expense is solely "an
expense of the
Trust Fund" or words of similar import, then such expense shall not
be allocated
to, deducted or reimbursed from, or otherwise charged against any
Companion Loan
and such Companion Loan Holder shall not suffer any adverse
consequences as a
result of the payment of such expense.
Section 1.04 Cross-Collateralized Mortgage Loans.
Notwithstanding
anything herein to the contrary, it is hereby
acknowledged that the sets of Mortgage Loans identified on the
Mortgage Loan
Schedule as being cross-collateralized with each other are, in the
case of each
such particular set of Mortgage Loans, by their terms,
cross-defaulted and
cross-collateralized with each other. For purposes of reference
only in this
Agreement, and without in any way limiting the servicing rights and
powers of
the Master Servicer and/or the Special Servicer, with respect to
any
Cross-Collateralized Mortgage Loan (or successor REO Loan), the
Mortgaged
Property (or REO Property) that relates or corresponds thereto
shall be the
property identified in the Mortgage Loan Schedule as corresponding
thereto. The
provisions of this Agreement shall be interpreted in a manner
consistent with
this Section 1.04; provided that, if there exists with respect to
any
Cross-Collateralized Set only one original of any document referred
to in the
definition of "Mortgage File" covering all the Mortgage Loans in
such
Cross-Collateralized Set, then the inclusion of the original of
such document in
the Mortgage File for any of the Mortgage Loans constituting
such
Cross-Collateralized Set shall be deemed an inclusion of such
original in the
Mortgage File for each such Mortgage Loan.
Section 1.05 Incorporation of Preliminary Statement.
The parties hereto acknowledge that the Preliminary Statement at
the
beginning of this Agreement constitutes a part of this
Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and further such
trust be
designated as "Banc of America Commercial Mortgage Inc., Commercial
Mortgage
Pass-Through Certificates, Series 2007-1". LaSalle Bank National
Association is
hereby appointed, and does hereby agree to act, as Trustee
hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive
use and benefit
of all present and future Certificateholders. It is not intended
that this
Agreement create a partnership or a joint-stock association.
(b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, sell, set over and otherwise
convey to the
Trustee, in trust, without recourse, for the benefit of the
Certificateholders
(and for the benefit of the other parties to this Agreement as
their respective
interests may appear) and, in the case of a Whole Loan, the related
Companion
Loan Holder, all the right, title and interest of the Depositor in,
to and under
(i) the Mortgage Loans and all documents included in the related
Mortgage Files
and Servicing Files, (ii) the Mortgage Loan Purchase and Sale
Agreements and
(iii) all other assets included or to be included in the Trust
Fund. Such
assignment includes (i) the Mortgage Loans that from time to time
are subject to
this Agreement, all interest accrued on the Mortgage Loans on and
after the
Cut-off Date and all principal payments received on the Mortgage
Loans after the
Cut-off Date (other than principal and interest payments due and
payable on the
Mortgage Loans on or before the Cut-off Date, which shall belong
and be promptly
remitted to the applicable Mortgage Loan Seller), together with all
documents
delivered or caused to be delivered hereunder with respect to such
Mortgage
Loans by the related Mortgage Loan Seller; (ii) any REO Property
acquired in
respect of a Mortgage Loan; (iii) such funds or assets that from
time to time
are deposited into the Certificate Account, the REMIC I
Distribution Account,
the REMIC II Distribution Account, the Interest Reserve Account,
the Excess
Interest Distribution Account, the Excess Liquidation Proceeds
Account and the
REO Account (if established), and (iv) in the case of a Mortgage
Loan included
in a Whole Loan, all the right, title and interest of the Depositor
in the
related Intercreditor Agreement. In connection with the transfer
and assignment
set forth in this Section 2.01, the Depositor shall make a cash
deposit to the
Certificate Account in an amount equal to the Interest Deposit
Amount and the
Initial Interest Reserve Deposit Amount. This conveyance is subject
to the
rights of the Sub-Servicers pursuant to the Sub-Servicing
Agreements, which
rights are subject in any event to this Agreement.
Under United States generally accepted accounting principles,
the
Depositor shall report: (i) its acquisition of the Mortgage Loans
from the
Mortgage Loan Sellers, pursuant to the Mortgage Loan Purchase and
Sale
Agreements, as a purchase of such Mortgage Loans from the Mortgage
Loan Sellers;
and (ii) its transfer of the Mortgage Loans to the Trustee,
pursuant to this
Section 2.01(b), as a sale of such Mortgage Loans to the Trustee.
In connection
with the foregoing, the Depositor shall cause all of its records to
reflect such
acquisition as a purchase and such transfer as a sale (in each
case, as opposed
to a secured loan).
After the Depositor's transfer of the Mortgage Loans to the
Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any
action
inconsistent with the Trust's ownership of the Mortgage Loans.
In connection with the Depositor's assignment pursuant to this
Section 2.01(b), the Depositor hereby represents and warrants that
it has
contractually obligated the Mortgage Loan Sellers, at the Mortgage
Loan Sellers'
expense, pursuant to the Mortgage Loan Purchase and Sale
Agreements, to deliver
to and deposit with, or cause to be delivered to and deposited
with, the Trustee
or a Custodian appointed thereby, on or before the Closing Date,
the Mortgage
File and any Additional Collateral (other than Reserve Funds) for
each Mortgage
Loan acquired by the Depositor from the Mortgage Loan Sellers. In
addition, with
respect to each Mortgage Loan under which any Additional Collateral
is in the
form of a Letter of Credit as of the Closing Date, the Depositor
hereby
represents and warrants that it has contractually obligated the
Mortgage Loan
Sellers to cause to be prepared, executed and delivered to the
issuer of each
such Letter of Credit such notices, assignments and acknowledgments
as are
required under such Letter of Credit to assign, without recourse,
to the Trustee
the related Mortgage Loan Seller's rights as the beneficiary
thereof and drawing
party thereunder; provided that the originals of such Letter of
Credit shall be
delivered to the Master Servicer. The Depositor shall deliver to
the Trustee on
or before the Closing Date a fully executed counterpart of each
Mortgage Loan
Purchase and Sale Agreement. If a Mortgage Loan Seller fails to
deliver on or
before the Closing Date, with respect to any related Mortgage Loan
so assigned,
a copy of the Mortgage, a copy of any related Ground Lease, the
originals and
copies of any related Letters of Credit, the original or a copy of
the policy of
lender's title insurance or, if such policy has not yet been
issued, a
"marked-up" pro forma title policy or commitment for title
insurance marked as
binding and countersigned by the issuer or its authorized agent
either on its
face or by an acknowledged closing instruction or escrow letter,
or, with
respect to hospitality properties, a copy of the franchise
agreement, an
original copy of the comfort letter and any transfer documents with
respect to
such comfort letter, the delivery requirements of this Section
2.01(b) shall be
deemed satisfied with respect to such missing document if such
Mortgage Loan
Seller delivers such document to the Trustee (or, in the case of
originals of
Letters of Credit, to the Master Servicer) within 15 days following
the Closing
Date. With respect to the Skyline Portfolio Pari Passu Mortgage
Loan, the
foregoing delivery requirements may be satisfied by either Bank of
America or
Eurohypo for both Bank of America and Eurohypo. With respect to the
Mortgage
Loans so assigned, the Trustee shall provide a certification within
30 days of
the Closing Date that a copy of the Mortgage, a copy of any related
Ground
Lease, the originals of any related Letters of Credit, the original
or a copy of
the policy of lender's title insurance or, if such policy has not
yet been
issued, a "marked-up" pro forma title policy or commitment for
title insurance
marked as binding and countersigned by the issuer or its authorized
agent either
on its face or by an acknowledged closing instruction or escrow
letter, or, with
respect to hospitality properties, a copy of the franchise
agreement, an
original copy of the comfort letter and any transfer documents with
respect to
such comfort letter due on the Closing Date have been delivered
(with any
exceptions noted). None of the Trustee, any Custodian, the Master
Servicer or
the Special Servicer shall be liable for any failure by any
Mortgage Loan Seller
or the Depositor to comply with the document delivery requirements
of the
Mortgage Loan Purchase and Sale Agreements and this Section
2.01(b).
The conveyance of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by the
parties hereto
to constitute an absolute transfer of such Mortgage Loans and such
other related
rights and property by the Depositor to the Trustee for the benefit
of the
Certificateholders. Furthermore, it is not intended that such
conveyance be a
pledge of security for a loan. If such conveyance is determined to
be a pledge
of security for a loan, however, the Depositor and the Trustee
intend that the
rights and obligations of the parties to such loan shall be
established pursuant
to the terms of this Agreement. The Depositor and the Trustee also
intend and
agree that, in such event, (i) this Agreement shall constitute a
security
agreement under applicable law, (ii) the Depositor shall be deemed
to have
granted to the Trustee (in such capacity) a first priority security
interest in
all of the Depositor's right, title and interest in and to the
assets
constituting the Trust Fund, including the Mortgage Loans subject
hereto from
time to time, all principal and interest received on or with
respect to such
Mortgage Loans after the Cut-off Date (other than scheduled
payments of interest
and principal due and payable on such Mortgage Loans on or prior to
the related
Due Date in March 2007 or, in the case of a Replacement Mortgage
Loan, on or
prior to the related date of substitution), all amounts held from
time to time
in the Certificate Account, the REMIC I Distribution Account, the
REMIC II
Distribution Account, the Interest Reserve Account, the Excess
Interest
Distribution Account, the Excess Liquidation Proceeds Account, the
REO Account
or the Class A-MFL Floating Rate Account, and all reinvestment
earnings on such
amounts, and all of the Depositor's right, title and interest under
the Mortgage
Loan Purchase and Sale Agreements, (iii) the possession by the
Trustee or its
agent of the Mortgage Notes with respect to the Mortgage Loans
subject hereto
from time to time and such other items of property that constitute
instruments,
money, negotiable documents or chattel paper shall be deemed to be
"possession
by the secured party" or possession by a purchaser or person
designated by such
secured party for the purpose of perfecting such security interest
under
applicable law, and (iv) notifications to, and acknowledgments,
receipts or
confirmations from, Persons holding such property shall be deemed
to be
notifications to, or acknowledgments, receipts or confirmations
from, financial
intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose
of perfecting such security interest under applicable law.
(c) As soon as reasonably possible, and in any event within 90
days
after the later of (i) the Closing Date (or, in the case of a
Replacement
Mortgage Loan substituted as contemplated by Section 2.03, after
the related
date of substitution) and (ii) the date on which all recording
information
necessary to complete the subject document is received by the
Trustee, the
Trustee shall complete (to the extent necessary), and shall submit
for recording
or filing, as the case may be, in the appropriate office for real
property
records or UCC Financing Statements, as applicable, each assignment
of Mortgage
and assignment of Assignment of Leases (except with respect to any
Mortgage or
Assignment of Leases that has been recorded in the name of MERS or
its designee)
in favor of the Trustee referred to in clauses (iv) and (v) of the
definition of
"Mortgage File" that has been received by the Trustee or a
Custodian on its
behalf and each original UCC-2 and UCC-3 in favor of the Trustee
referred to in
clause (viii) of the definition of "Mortgage File" that has been
received by the
Trustee or a Custodian on its behalf. Upon request of the Master
Servicer (if
reasonably necessary for the ongoing administration and/or
servicing of the
related Mortgage Loan by the Master Servicer) and at the expense of
the related
Mortgage Loan Seller, the Trustee shall forward to the Master
Servicer a copy of
any such assignment that has been received by the Trustee. Each
such assignment
shall reflect that it should be returned by the public recording
office to the
Trustee following recording, and each such UCC-2 and UCC-3 shall
reflect that
the file copy thereof should be returned to the Trustee following
filing;
provided that in those instances where the public recording office
retains the
original assignment of Mortgage or assignment of Assignment of
Leases the
Trustee shall obtain therefrom a certified copy of the recorded
original at the
expense of the related Mortgage Loan Seller. The Trustee may assume
for purposes
of recordation of each UCC-2 and UCC-3 that the Mortgage File
containing the
related UCC-1 includes one state level UCC Financing Statement
filing in the
state of incorporation of the related Borrower for each Mortgaged
Property (or
with respect to any Mortgage Loan that has two or more related
Borrowers, the
state of incorporation of each such Borrower). Each Mortgage Loan
Seller will
deliver to the Trustee the UCC Financing Statements, completed
pursuant to
Revised Article 9 of the UCC, on the new national forms, in
recordable form, to
be recorded pursuant to this Section 2.01(c). The Trustee will
submit such UCC
Financing Statements for filing in the state of incorporation as so
indicated on
the documents provided. If any such document or instrument is lost
or returned
unrecorded or unfiled, as the case may be, because of a defect
therein, the
Trustee shall direct the related Mortgage Loan Seller to prepare or
cause to be
prepared promptly, pursuant to the related Mortgage Loan Purchase
and Sale
Agreement, a substitute therefor or cure such defect, as the case
may be, and
thereafter the Trustee shall, upon receipt thereof, cause the same
to be duly
recorded or filed, as appropriate with any re-recording, re-filing
or rejection
expenses at the expense of such Mortgage Loan Seller. If such
Mortgage Loan
Seller has been so notified and has not prepared a substitute
document or cured
such defect, as the case may be, within 60 days, the Trustee shall
promptly
notify the Master Servicer, the Special Servicer, the Rating
Agencies, the
related Companion Loan Holder (if a Whole Loan is involved and the
Trustee has
knowledge of such Companion Loan Holder) and the Directing
Certificateholder.
Such Mortgage Loan Seller shall be responsible for paying the
reasonable fees
and out-of-pocket expenses of the Trustee in connection with
the
above-referenced recording and filing of documents insofar as it
relates to the
Mortgage Loans transferred by such Mortgage Loan Seller and
acquired by the
Depositor from such Mortgage Loan Seller, all as more particularly
provided for
in the related Mortgage Loan Purchase and Sale Agreement. With
respect to the
Skyline Portfolio Pari Passu Mortgage Loan, the foregoing delivery
requirements
may be satisfied by either Bank of America or Eurohypo for both
Bank of America
and Eurohypo.
(d) In connection with the Depositor's assignment pursuant to
Section 2.01(b), the Depositor hereby represents and warrants that
it has
contractually obligated each Mortgage Loan Seller, at such Mortgage
Loan
Seller's expense, pursuant to the related Mortgage Loan Purchase
and Sale
Agreement, to deliver to and deposit with, or cause to be delivered
to and
deposited with, the Master Servicer or its designee, on or before
the Closing
Date, the following items: (i) asset summaries delivered to the
Rating Agencies,
originals or copies of all financial statements, appraisals,
environmental/engineering reports, leases, rent rolls and tenant
estoppels in
the possession or under the control of such Mortgage Loan Seller
that relate to
the Mortgage Loans transferred by such Mortgage Loan Seller to the
Depositor
and, to the extent they are not required to be a part of a Mortgage
File in
accordance with the definition thereof, originals or copies of all
documents,
certificates, letters of credit, environmental insurance policies
and related
endorsements, and opinions in the possession or under the control
of such
Mortgage Loan Seller that were delivered by or on behalf of the
related
Mortgagors in connection with the origination of such Mortgage
Loans and that
are reasonably required for the ongoing administration and
servicing of such
Mortgage Loans (except to the extent such items represent draft
documents,
internal notes, attorney-client privileged communications or credit
analyses);
and (ii) all unapplied Reserve Funds and Escrow Payments in the
possession or
under the control of such Mortgage Loan Seller that relate to, and
that are
required for the ongoing administration and servicing of, the
Mortgage Loans
transferred by such Mortgage Loan Seller to the Depositor. The
Master Servicer
shall hold all such documents, records and funds on behalf of the
Trustee in
trust for the benefit of the Certificateholders. Notwithstanding
the foregoing,
with respect to the Skyline Portfolio Pari Passu Mortgage Loan,
each of Bank of
America and Eurohypo is only liable for its pro rata share (i.e.,
50%) of any
costs and expenses incurred under this Section with respect to such
Mortgage
Loan.
(e) In the event a Mortgage Loan is repurchased by the related
Mortgage Loan Seller, where applicable, the Trustee shall re-assign
any rights
that such Mortgage Loan Seller had with respect to representations
and
warranties made by a third party originator to such Mortgage Loan
Seller under
the related Mortgage Loan Purchase and Sale Agreement in respect of
any such
Mortgage Loan.
Section 2.02 Acceptance of REMIC I by Trustee.
(a) The Trustee, by the execution and delivery of this
Agreement,
acknowledges receipt by it or a Custodian on its behalf of, subject
to the
provisions of Section 2.01 and to the further review provided for
in this
Section 2.02, and further subject to the Schedule of Exceptions
attached hereto
as Schedule III, with respect to each Mortgage Loan, an original
Mortgage Note
endorsed to the Trustee and declares that it or a Custodian on its
behalf holds
and will hold the documents delivered or caused to be delivered by
the Mortgage
Loan Sellers in respect of the Mortgage Loans, and that it holds
and will hold
all other assets included in REMIC I in trust for the exclusive use
and benefit
of all present and future Certificateholders (other than the Class
V
Certificateholders) and the Trustee as holder of the REMIC I
Regular Interests
the Class A-MFL Regular Interest. To the extent that the Mortgage
File for a
Mortgage Loan included in a Whole Loan relates to the Mortgage Loan
as well as
the related Companion Loan, the Trustee shall also hold such
Mortgage File for
the use and benefit of the related Companion Loan Holder.
(b) On or about the ninetieth day following the Closing Date,
the
Trustee or a Custodian on its behalf shall review the documents
delivered to it
or such Custodian with respect to each Mortgage Loan, and the
Trustee shall,
subject to Sections 1.04, 2.02(c) and 2.02(d), certify
electronically or in
writing (substantially in the form of Exhibit F) to each of the
other parties
hereto, the Mortgage Loan Sellers, the related Companion Loan
Holder (if a Whole
Loan is involved and the Trustee has knowledge of such Companion
Loan Holder)
and the Directing Certificateholder, that, as to each Mortgage Loan
then subject
to this Agreement (except as specifically identified in any
exception report
annexed to such certification): (i) the original Mortgage Note
specified in
clause (i) of the definition of "Mortgage File" and all allonges
thereto, if any
(or a copy of such Mortgage Note, together with a lost note
affidavit certifying
that the original of such Mortgage Note has been lost), the
original or copy of
documents specified in clauses (ii) through (vii) and (xii) of the
definition of
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