EXHIBIT 4.1
--------------------------------------------------------------------------------
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor,
CAPMARK FINANCE INC.,
as Master Servicer,
MIDLAND LOAN SERVICES, INC.,
as Special Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee,
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
$3,371,478,040
Commercial Mortgage Pass-Through Certificates
Series 2007-C1
--------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Section
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN
CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined
Terms...................................................
Section 1.02 General Interpretive
Principles.................................
Section 1.03 Certain Calculations
in Respect of the
Mortgage
Pool...................................................
Section 1.04 Cross-Collateralized
Mortgage Loans.............................
Section 1.05 Certain Adjustments to
the Principal
Distributions on the
Certificates...............................
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF UNCERTIFICATED LOWER-TIER
INTERESTS; EXECUTION OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans....................................
Section 2.02 Acceptance of Mortgage
Assets by Trustee........................
Section 2.03 Certain Repurchases
and Substitutions of
Mortgage Loans by the Mortgage Loan Sellers
and the Column Performance Guarantor; the
Purchase Price Security Deposit Account and
the Special Reserve
Account.....................................
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
Reserved........................................................
Section 2.08
Reserved........................................................
Section 2.09 Representations,
Warranties and Covenants
of the
Trustee..................................................
Section 2.10 Issuance of
Uncertificated Lower-Tier
Interests; Execution of
Certificates............................
Section 2.11 Acceptance of Grantor
Trust by Trustee;
Issuance of the ClassV and Class A-MFL
Certificates....................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the
Mortgage Loans............................
Section 3.02 Collection of Mortgage
Loan Payments............................
Section 3.03 Collection of Taxes,
Assessments and
Similar Items; Servicing Accounts; Reserve
Accounts........................................................
Section 3.04 Collection Accounts,
Distribution Account,
Interest Reserve Account, Excess
Liquidation Proceeds Account, Post-ARD
Additional Interest Distribution Account
and the Floating Rate
Account...................................
Section 3.05 Permitted Withdrawals
From the Collection
Account, the Distribution Account, the
Interest Reserve Account, the Excess
Liquidation Proceeds Account, the Post-ARD
Additional Interest Distribution Account
and the Floating Rate
Account...................................
Section 3.06 Investment of Funds in
the Collection
Account, Servicing Accounts, Reserve
Accounts, Distribution Account, Interest
Reserve Account, Excess Liquidation
Proceeds Account, Post-ARD Additional
Interest Distribution Account, 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 Mortgage Loans.......................
Section 3.10 Trustee to Cooperate;
Release of Mortgage
Files...........................................................
Section 3.11 Master Servicing and
Special Servicing
Compensation; Interest on and Reimbursement
of Servicing Advances; Payment of Certain
Expenses; Obligations of the Trustee
Regarding Back-up Servicing
Advances............................
Section 3.12 Property Inspections;
Collection of
Financial Statements; Delivery of Certain
Reports.........................................................
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 Fair Value Purchase
Option; Sale of REO
Properties......................................................
Section 3.19 Additional Obligations
of Master Servicer.......................
Section 3.20 Modifications,
Waivers, Amendments and
Consents........................................................
Section 3.21 Transfer of Servicing
Between Master
Servicer and Special Servicer; Record
Keeping.........................................................
Section 3.22 Sub-Servicing
Agreements........................................
Section 3.23 Controlling
ClassRepresentative................................
Section 3.24 Certain Rights and
Powers of the
Controlling ClassRepresentative................................
Section 3.25 Replacement of Special
Servicer.................................
Section 3.26 Application of Default
Charges..................................
Section 3.27 Authenticating
Agent............................................
Section 3.28 Swap
Agreement..................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions...................................................
Section 4.02 Trustee Report;
Certain Other Reports...........................
Section 4.03 P&I
Advances....................................................
Section 4.04 Allocation of Realized
Losses and
Additional Trust Fund
Expenses..................................
Section 4.05
Calculations....................................................
Section 4.06 Grantor Trust
Reporting.........................................
Section 4.07 Compliance with
Withholding Requirements........................
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
Certificateholders and
Certificate
Owners..............................................
Section 5.07 Appointment of Paying
Agent.....................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the
Depositor, the Master
Servicer and the Special
Servicer...............................
Section 6.02 Merger, Consolidation
or Conversion of the
Depositor, the Master Servicer or the
Special
Servicer................................................
Section 6.03 Limitation on
Liability of the Trustee, the
Depositor, the Master Servicer, the Special
Servicer and
Others.............................................
Section 6.04 Resignation of the
Master Servicer or the
Special
Servicer................................................
Section 6.05 Rights of the
Depositor and the Trustee in
Respect of the Master Servicer and the
Special
Servicer................................................
Section 6.06 Master Servicer or
Special Servicer as
Owner of a
Certificate..........................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default...............................................
Section 7.02 Trustee to Act;
Appointment of Successor........................
Section 7.03 Notification to
Certificateholders..............................
Section 7.04 Waiver of Events of
Default.....................................
Section 7.05 Trustee
Advances................................................
ARTICLE VIII
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 Mortgage
Loans...........................................................
Section 8.04 Trustee May Own
Certificates....................................
Section 8.05 Fees and Expenses of
Trustee;
Indemnification of and by
Trustee...............................
Section 8.06 Eligibility
Requirements for Trustee............................
Section 8.07 Resignation and
Removal of Trustee..............................
Section 8.08 Successor
Trustee...............................................
Section 8.09 Merger or
Consolidation of Trustee..............................
Section 8.10 Appointment of
Co-Trustee or Separate
Trustee.........................................................
Section 8.11 Appointment of
Custodians.......................................
Section 8.12 Access to Certain
Information...................................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon
Repurchase or Liquidation
of All Mortgage
Loans...........................................
Section 9.02 Additional Termination
Requirements.............................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01
Tax
Administration..............................................
Section 10.02
Depositor, Master Servicer and Special
Servicer to Cooperate with
Trustee..............................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.......................................................
Section 11.02
Recordation of Agreement;
Counterparts..........................
Section 11.03
Limitation on Rights of Certificateholders
and B Loan
Holders..............................................
Section 11.04
Governing
Law...................................................
Section 11.05
Notices.........................................................
Section 11.06
Severability of
Provisions......................................
Section 11.07
Successors and Assigns;
Beneficiaries...........................
Section 11.08
Article and Section
Headings....................................
Section 11.09
Notices to and from the Rating Agencies and
the
Depositor...................................................
Section 11.10
Notices to Controlling ClassRepresentative.....................
Section 11.11
Complete
Agreement..............................................
Section 11.12
Grant of a Security
Interest....................................
ARTICLE XII
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 12.01
Intent of the Parties;
Reasonableness...........................
Section 12.02
Reserved........................................................
Section 12.03
Information to be Provided by the Master
Servicer, the Special Servicer, the Trustee
and each Servicing Function
Participant.........................
Section 12.04
Reserved........................................................
Section 12.05
Filing
Obligations..............................................
Section 12.06
Form 10-D
Filings...............................................
Section 12.07
Form 10-K
Filings...............................................
Section 12.08
Sarbanes-Oxley
Certification....................................
Section 12.09
Form 8-K
Filings................................................
Section 12.10
Form 15 Filing; Incomplete Exchange Act
Filings; Amendments to Exchange Act
Reports.....................
Section 12.11
Annual Compliance
Statements....................................
Section 12.12
Annual Reports on Assessment of Compliance
with Servicing
Criteria.........................................
Section 12.13
Annual Independent Public Accountants'
Attestation.....................................................
Section 12.14
Exchange Act Reporting
Indemnification..........................
Section 12.15
Amendments......................................................
Section 12.16
Exchange Act Report Signatures; Delivery of
Notices; Interpretation of Grace
Periods........................
Section 12.17
Termination of the
Trustee......................................
EXHIBITS
EXHIBIT A-1 Form of Class A-SP and
Class A-X
Certificates
EXHIBIT A-2 Form of Class A-1,
Class A-2, Class A-AB, Class A-3, Class
A-1-A, Class A-M and
Class A-J Certificates
EXHIBIT A-3 Form of Class B, Class
C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L and Class M, Class N, Class
O,
Class P, Class Q, Class S and Class T Certificates
EXHIBIT A-4 Form of Class A-MFL
Certificates
EXHIBIT A-5 Form of Class V
Certificates
EXHIBIT A-6 Form of Class R and
Class LR Certificates
EXHIBIT B-1A
Schedule of Original Column Mortgage Loans
EXHIBIT B-1B
Schedule of Original Capmark Mortgage Loans
EXHIBIT B-2 Schedule of Exceptions
to Mortgage File Delivery
EXHIBIT B-3 Form of Custodial
Certification
EXHIBIT B-4 Schedule of Mortgage
Loans Covered by
Environmental Insurance
EXHIBIT C
[Reserved]
EXHIBIT D-1 Form of Master
Servicer Request for Release
EXHIBIT D-2 Form of Special
Servicer Request for Release
EXHIBIT E Form of
Trustee Report
EXHIBIT F-1A
Form I of Transferor Certificate for Transfers of
Non-Registered Certificates
EXHIBIT F-1B
Form II of Transferor Certificate for Transfers of
Non-Registered Certificates
EXHIBIT F-1C
Form I of Transferor Certificate for Transfers of Interests
in Global Certificates for Classes of Non-Registered
Certificates
EXHIBIT F-1D
Form II of Transferor Certificate for Transfers of Interests
in Global Certificates for Classes of Non-Registered
Certificates
EXHIBIT F-2A
Form I of Transferee Certificate for Transfers of
Non-Registered Certificates Held in Physical Form
EXHIBIT F-2B
Form II of Transferee Certificate for Transfers of
Non-Registered Certificates Held in Physical Form
EXHIBIT F-2C
Form I of Transferee Certificate for Transfers of Interests
in Non-Registered Certificates Held in Book-Entry Form
EXHIBIT F-2D
Form II of Transferee Certificate for Transfers of Interests
in Non-Registered Certificates Held in Book-Entry Form
EXHIBIT G-1 Form of Transferee
Certificate in Connection with ERISA
(Non-Registered Certificates and Non-Investment Grade
Certificates Held in Fully-Registered, Certificated Form)
EXHIBIT G-2 Form of Transferee
Certificate in Connection with ERISA
(Non-Registered Certificates Held in Book-Entry Form)
EXHIBIT H-1 Form of Residual
Transfer Affidavit for Transfers of Class R
and Class LR Certificates
EXHIBIT H-2 Form of Transferor
Certificate for Transfers of Class R and
Class LR
Certificates
EXHIBIT I-1 Form of Notice and
Acknowledgment Concerning
Replacement of Special Servicer
EXHIBIT I-2 Form of Acknowledgment
of Proposed Special Servicer
EXHIBIT J Schedule
of Reference Rates
EXHIBIT K-1
Form of Information
Request from Certificateholder
or Certificate Owner
EXHIBIT K-2 Form of Information
Request from Prospective
Investor
EXHIBIT L Schedule
of Designated Sub-Servicers
EXHIBIT M Form of
Sarbanes-Oxley Certification
EXHIBIT N
[Reserved]
EXHIBIT O
[Reserved]
EXHIBIT P Class A-AB
Targeted Principal Balance Table
EXHIBIT R
[Reserved]
EXHIBIT S
[Reserved]
EXHIBIT T
[Reserved]
EXHIBIT U Relevant
Servicing Criteria
EXHIBIT V Additional
Form 10-D Disclosure
EXHIBIT W Additional
Form 10-K Disclosure
EXHIBIT X Form 8-K
Disclosure
EXHIBIT Y Additional
Notification Disclosure
<PAGE>
This Pooling and Servicing Agreement is dated and effective
as of March 1, 2007, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, CAPMARK FINANCE INC., as Master
Servicer, MIDLAND LOAN SERVICES, INC., as Special Servicer, and
WELLS
FARGO BANK, N.A., as Trustee.
PRELIMINARY
STATEMENT:
Column Financial, Inc. (together with its successors in
interest,
"Column") has sold to Credit Suisse First Boston Mortgage
Securities Corp.
(together with its successors in interest, the "Depositor"),
pursuant to the
Mortgage Loan Purchase Agreement dated as of March 1, 2007 (as such
may from
time to time hereafter be amended, modified, supplemented and/or
restated, the
"Column Mortgage Loan Purchase Agreement"), between Column as
seller (in such
capacity, the "Column Mortgage Loan Seller") and the Depositor as
purchaser,
those mortgage loans initially identified on the schedule attached
hereto as
Exhibit B-1A (such mortgage loans, the "Original Column Mortgage
Loans").
Capmark Finance Inc. (together with its successors in interest,
"Capmark") has sold to the Depositor, pursuant to the Mortgage Loan
Purchase
Agreement dated as of March 1, 2007 (as such may from time to time
hereafter be
amended, modified, supplemented and/or restated, the "Capmark
Mortgage Loan
Purchase Agreement"), between Capmark as seller (in such capacity,
the "Capmark
Mortgage Loan Seller") and the Depositor as purchaser, those
mortgage loans
initially identified on the schedule attached hereto as Exhibit
B-1B (such
mortgage loans, the "Original Capmark Mortgage Loans").
The Depositor desires, among other things, to: (i) establish a
trust
fund, consisting primarily of the Original Column Mortgage Loans
and the
Original Capmark Mortgage Loans (collectively, the "Original
Mortgage Loans")
and certain related rights, funds and property; (ii) cause the
issuance of
mortgage pass-through certificates in multiple classes, which
certificates will,
in the aggregate, evidence the entire beneficial ownership interest
in such
trust fund; and (iii) provide for the servicing and administration
of the
mortgage loans, including the Original Mortgage Loans, and the
other assets that
from time to time constitute part of such trust fund.
Wells Fargo Bank, N.A. (together with its successors in
interest,
"Wells Fargo") desires to act as trustee hereunder (in such
capacity, the
"Trustee"); Capmark desires to act as master servicer hereunder (in
such
capacity, the "Master Servicer"); Midland Loan Services, Inc.
(together with its
successors in interest, "Midland") desires to act as special
servicer hereunder
(in such capacity, the "Special Servicer").
As provided herein, the Trustee shall elect or shall cause an
election to be made that each of the Upper-Tier REMIC and the
Lower-Tier REMIC
(as defined herein) be treated for federal income tax purposes as a
"real estate
mortgage investment conduit" (a "REMIC").
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of the Mortgage Loans and certain other
related assets
subject to this Agreement as a REMIC for federal income tax
purposes, and such
segregated pool of assets will be designated as the "Lower-Tier
REMIC." The
Class LA-1-1, Class LA-1-2, Class LA-2-1, Class LA-2-2, Class
LA-2-3, Class
LA-AB-1, Class LA-AB-2, Class LA-AB-3, Class LA-AB-4, Class LA-3-1,
Class
LA-3-2, Class LA-3-3, Class LA-3-4, Class LA-3-5, Class LA-1-A-1,
Class
LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class
LA-1-A-6, Class
LA-1-A-7, Class LA-1-A-8, Class LA-M, Class LA-MFL, Class LA-J,
Class LB, Class
LC-1, Class LC-2, Class LD-1, Class LD-2, Class LE, Class LF-1,
Class LF-2,
Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class
LN, Class LO,
Class LP, Class LQ, Class LS and Class LT Uncertificated Interests
will evidence
"regular interests" in the Lower-Tier REMIC (the "Uncertificated
Lower-Tier
Interests") created hereunder. The sole class of "residual
interests" in the
Lower-Tier REMIC created hereunder will be evidenced by the Class
LR
Certificates.
As further provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Uncertificated
Lower-Tier Interests
and certain other related assets subject to this Agreement as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as the "Upper-Tier REMIC." The Class A-1, Class A-2,
Class A-AB,
Class A-3, Class A-1-A, Class A-SP, Class A-X, Class A-M, Class
A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, and Class T
Certificates
and the Class A-MFL Regular Interest will evidence "regular
interests" in the
Upper-Tier REMIC created hereunder. The sole class of "residual
interests" in
the Upper-Tier REMIC created hereunder will be evidenced by the
Class R
Certificates.
The portion of the Trust Fund representing Post-ARD Additional
Interest and the Post-ARD Additional Interest Distribution Account
shall be
treated as a grantor trust under subpart E, Part I of subchapter J
of the Code.
The portion of the Trust Fund representing the Class A-MFL Regular
Interest, the
Swap Agreement and the Floating Rate Account shall be treated as a
grantor trust
under subpart E, Part I of subchapter J of the Code. The Class V
Certificates
will represent undivided beneficial interests in the portion of the
Trust Fund
consisting of the Post-ARD Additional Interest and the Post-ARD
Additional
Interest Distribution Account. The Class A-MFL Certificates will
represent
undivided beneficial interests in the Class A-MFL Regular Interest,
the Swap
Agreement and the Floating Rate Account. Additionally, the Trust
Fund shall not
include any B Loan, any interest of the holders of any B Loan or
any A/B Loan
Pair Custodial Account.
The following table sets forth the designation, the initial
pass-through rate (the "Pass-Through Rate"), the aggregate initial
principal
amount (the "Original Certificate Balance") or notional balance
("Original Class
Notional Amount"), as applicable, and the initial ratings given
each Class (as
indicated below) by the Rating Agencies (as defined herein) for
each Class of
Certificates comprising the interests in the Upper-Tier REMIC
created hereunder:
UPPER-TIER REMIC
Original Certificate
Balance (or, in the
Initial
case of the Class A-X
Initial
Class
Pass-Through
Certificates, Original
Ratings(1)
Designation Rate
Class Notional Amount)
Moody's/Fitch
-----------
------------
----------------------
-------------
Class A-1
5.2270%
$40,000,000
Aaa/AAA
Class A-2
5.2680%
$139,000,000
Aaa/AAA
Class A-AB
5.3360%
$98,301,000
Aaa/AAA
Class A-3
5.3830%
$758,000,000
Aaa/AAA
Class A-1-A
5.3610%
$1,324,733,000
Aaa/AAA
Class A-M
5.4160%
$212,148,000
Aaa/AAA
Class A-MFL
5.4160%(2)
$125,000,000(3)
Aaa/AAA
Class A-J
5.4570%(4)
$286,576,000
Aaa/AAA
Class A-SP
0.6211%(5)
$3,158,284,000(6)
Aaa/AAA
Class A-X
0.0580%(7)
$3,371,478,040(6)
Aaa/AAA
Class B
5.4870%(8)
$25,286,000
Aa1/AA+
Class C
5.5170%(9)
$37,929,000
Aa2/AA
Class D
5.5460%(10)
$33,715,000
Aa3/AA-
Class E
5.5760%(11)
$21,071,000
A1/A+
Class F
5.5960%(12)
$29,501,000
A2/A
Class G
5.6250%(13)
$33,715,000
A3/A-
Class H
6.0369%(14)
$37,929,000
Baa1/BBB+
Class J
6.0369%(14)
$33,714,000 Baa2/BBB
Class K
6.0369%(14)
$37,930,000
Baa3/BBB-
Class L
5.0500%
$8,428,000
Ba1/BB+
Class M
5.0500%
$12,643,000
Ba2/BB
Class N
5.0500%
$8,429,000
Ba3/BB-
Class O
5.0500%
$8,429,000
B1/B+
Class P
5.0500%
$8,428,000
B2/B
Class Q
5.0500%
$8,429,000
B3/B-
Class S
5.0500%
$12,643,000
Caa2/CCC
Class T
5.0500%
$29,501,040
NR/NR
Class R
None(15)
None(15)
NR/NR
----------
(1) The
Certificates marked "NR" have not been rated by the applicable
Rating
Agency.
(2) See
definition of "Class A-MFL Regular Interest Pass-Through Rate"
herein.
(3) The lesser
of 5.4570% and the Weighted Average Net Mortgage Rate.
(4) The Class
A-MFL Certificate Balance will equal the Class A-MFL Regular
Interest
balance.
(5) The Class
A-SP Pass-Through Rate, as defined herein.
(6) Original
Class Notional Amount. The Class A-X Certificates will not have
a
Class
Principal Balance and will not be entitled to receive
distributions
of
principal.
(7) The Class
A-X Pass-Through Rate, as defined herein.
(8) The lesser
of 5.4870% and the Weighted Average Net Mortgage Rate.
(9) The lesser
of 5.5170% and the Weighted Average Net Mortgage Rate.
(10) The lesser of
5.5460% and the Weighted Average Net Mortgage Rate.
(11) The lesser of
5.5760% and the Weighted Average Net Mortgage Rate.
(12) The lesser of
5.5960% and the Weighted Average Net Mortgage Rate.
(13) The lesser of
5.6250% and the Weighted Average Net Mortgage Rate.
(14) The Weighted
Average Net Mortgage Rate.
(15) The Class R
Certificates will not have a Class Principal Balance or Class
Notional
Amount, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available
Distribution
Amounts
remaining in the Upper-Tier Distribution Account after all
required
distributions under this Agreement have been made to each other
Class of
Certificates will be distributed to the Holders of the Class R
Certificates as owners of the residual interests in the Upper-Tier
REMIC.
The following table sets forth the original Lower-Tier
Principal
Amounts or original Class Notional Amounts, as applicable, and per
annum rates
of interest for the Uncertificated Lower-Tier Interests and the
Class LR
Certificates:
LOWER-TIER REMIC
Class of
Original Lower-Tier
Uncertificated
Principal Amount or
Lower-Tier
Interest Original
Class
Interests
Rate
Notional Amount
--------------
--------
-------------------
Class LA-1-1 (1)
$5,287,000
Class LA-1-2 (1)
$34,713,000
Class LA-2-1 (1)
$44,834,000
Class LA-2-2 (1)
$83,489,000
Class LA-2-3 (1)
$10,677,000
Class LA-AB-1 (1)
$291,000
Class LA-AB-2 (1)
$16,907,000
Class LA-AB-3 (1)
$40,527,000
Class LA-AB-4 (1)
$40,576,000
Class LA-3-1 (1)
$69,870,000
Class LA-3-2 (1)
$176,516,000
Class LA-3-3 (1)
$54,120,000
Class LA-3-4 (1)
$47,303,000
Class LA-3-5 (1)
$410,191,000
Class LA-1-A-1 (1)
$1,404,000
Class LA-1-A-2 (1)
$49,059,000
Class LA-1-A-3 (1)
$50,598,000
Class LA-1-A-4 (1)
$48,421,000
Class LA-1-A-5 (1)
$235,310,000
Class LA-1-A-6 (1)
$40,358,000
Class LA-1-A-7 (1)
$189,167,000
Class LA-1-A-8 (1)
$710,416,000
Class LA-M
(1)
$212,148,000
Class LA-MFL (1)
$125,000,000
Class LA-J
(1)
$286,576,000
Class LB
(1)
$25,286,000
Class LC-1
(1)
$26,667,000
Class LC-2
(1)
$11,262,000
Class LD-1
(1)
$15,156,000
Class LD-2
(1)
$18,559,000
Class LE
(1)
$21,071,000
Class LF-1
(1)
$12,489,000
Class LF-2
(1)
$17,012,000
Class LG
(1)
$33,715,000
Class LH
(1)
$37,929,000
Class LJ
(1)
$33,714,000
Class LK
(1)
$37,930,000
Class LL
(1)
$8,428,000
Class LM
(1)
$12,643,000
Class LN
(1)
$8,429,000
Class LO
(1)
$8,429,000
Class LP
(1)
$8,428,000
Class LQ
(1)
$8,429,000
Class LS
(1)
$12,643,000
Class LT
(1)
$29,501,040
Class LR
N/A(2)
N/A(2)
------
(1) The interest
rate of each of the indicated Classes of Uncertificated
Lower-Tier
Interests is the Weighted Average Net Mortgage Rate.
(2) The Class LR
Certificates will not have a Class Principal Balance or Class
Notional
Amount, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available
Distribution
Amounts
remaining in the Lower-Tier Distribution Account after
distributing the Lower-Tier Distribution Amount on each
Distribution Date
shall be
distributed to the Holders of the Class LR Certificates as
owners
of the
residual interests in the Lower-Tier REMIC.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN
CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in this
Section 1.01, subject to modification in accordance with Section
1.04.
"30/360 Basis" shall mean the accrual of interest calculated on
the
basis of a 360-day year consisting of twelve 30-day months.
"30/360 Mortgage Loan" shall mean a Mortgage Loan that accrues
interest on a 30/360 Basis.
"A Loan" shall mean, any of the Mortgage Loans secured by the
Mortgaged Properties identified on the Mortgage Loan Schedule as
Parkwood II,
Crescent Oaks Apartments, Forest Estates Apartments and Timmaron
Apartments,
respectively.
"A Note" shall mean, with respect to any A Loan, the Mortgage
Note
included in the Trust, which is senior in right of payment to the
related B
Loan, if any, to the extent set forth in the related A/B
Intercreditor
Agreement.
"A/B Intercreditor Agreement" shall mean, with respect to each
A/B
Loan Pair, the related intercreditor agreement to be entered into
by and between
the holders of the related A Loan and the B Loan Holder relating to
the relative
rights of such holders of the respective A Loan and B Loan, as the
same may be
further amended from time to time in accordance with the terms
thereof.
"A/B Loan Pair" shall mean, any A Loan, together with the related
B
Loan.
"A/B Loan Pair Custodial Account" shall mean, each of the
custodial
sub-account(s) of the Collection Account (but which are not
included in the
Trust) created and maintained by the Master Servicer pursuant to
Section 3.04 on
behalf of the B Loan Holder. Any such sub-account(s) shall be
maintained as a
sub-account of an Eligible Account.
"A/B Material Default" shall mean, with respect to any A/B Loan
Pair, a "Material Default" under, and within the meaning of, the
related A/B
Intercreditor Agreement.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property is considered to be acquired
on behalf of
the Trust and the Lower-Tier REMIC (and, if applicable, the holder
of any
related B Loans) within the meaning of Treasury Regulations
Section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC
is treated
as the owner of the Trust's interest in such REO Property for
federal income tax
purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated
on
the basis of the actual number of days elapsed during any calendar
month (or
other applicable recurring accrual period) in a year assumed to
consist of 360
days.
"Actual/360 Mortgage Loan" shall mean a Mortgage Loan that
accrues
interest on an Actual/360 Basis.
"Additional Collateral" shall mean any non-real property
collateral
(including any Letter of Credit) pledged and/or delivered by or on
behalf of the
related Borrower and held by the related Mortgagee to secure
payment on any
Mortgage Loan.
"Additional
Disclosure Notification" shall mean the form of
notification to be included with any Additional Form 10-D
Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is
attached hereto
as Exhibit Y.
"Additional Form 10-D Disclosure" shall have the meaning
assigned
thereto in Section 12.06.
"Additional Form 10-K Disclosure" shall have the meaning
assigned
thereto in Section 12.07.
"Additional Master Servicing Compensation" shall have the
meaning
assigned thereto in Section 3.11(b).
"Additional Servicer" shall mean, individually or collectively,
(x)
each Affiliate of any party as described by Section 1108(a)(2)(ii)
of Regulation
AB that Services any of the Mortgage Loans and (y) each Person who
is not an
Affiliate of any party as described by Section 1108(a)(2)(iii) of
Regulation AB,
other than the Master Servicer, the Special Servicer and the
Trustee, who
Services 10% or more of the Mortgage Loans (calculated by Stated
Principal
Balance).
"Additional Special Servicing Compensation" shall have the
meaning
assigned thereto in Section 3.11(d).
"Additional Trust Fund Expense" shall mean any expense of the
Trust
Fund that (i) arises out of a default on a Mortgage Loan or an A/B
Loan Pair,
(ii) arises out of an otherwise unanticipated event, (iii) is not
covered by a
Servicing Advance or a corresponding collection from the related
Borrower and
(iv) does not represent a loss on a Mortgage Loan arising from the
inability of
the Master Servicer and/or the Special Servicer to collect all
amounts due and
owing under the Mortgage Loan, including by reason of the fraud or
bankruptcy of
the Borrower or, to the extent not covered by insurance, a casualty
of any
nature at a Mortgaged Property; provided, however, that,
"Additional Trust Fund
Expense" shall not include any of the foregoing amounts that have
been recovered
from the related Borrower or Mortgaged Property.
"Administrative Fee Rate" shall mean, with respect to each
Mortgage
Loan (and any successor REO Mortgage Loan), the sum of the related
Master
Servicing Fee Rate, plus the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Advance Interest" shall mean the interest accrued on any Advance
at
the Reimbursement Rate, which is payable to the party hereto that
made that
Advance, all in accordance with Section 3.11(g) or Section 4.03(d),
as
applicable.
"Adverse Grantor Trust Event" shall mean either: (i) any
impairment
of the status of the Grantor Trust as a "grantor trust"; or (ii)
the imposition
of a tax upon the Grantor Trust Pool or any of its assets or
transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Rated Certificates 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 by such
Rating Agency
(or the placing of such Class of Rated Certificates on "negative
credit watch"
status in contemplation of any such action with respect
thereto).
"Adverse REMIC Event" shall mean either: (i) any impairment of
the
status of either the Upper-Tier REMIC or Lower-Tier REMIC as a
REMIC; or (ii)
except as permitted by Section 3.17(a), the imposition of a tax
upon either the
Upper-Tier REMIC or Lower-Tier REMIC or any of its assets or
transactions
(including the tax on prohibited transactions as defined in Section
860F(a)(2)
of the Code and the tax on contributions set forth in Section
860G(d) of the
Code).
"Affiliate" shall mean, with respect to any specified Person,
any
other Person controlling or controlled by or under common control
with such
specified Person. For the purposes of this definition, "control"
when used with
respect to any specified Person means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement, as
it
may be amended, modified, supplemented or restated following the
Closing Date.
"A.M. Best" shall mean A.M. Best Company or its successor in
interest.
"Anthracite" shall mean Anthracite Capital, Inc., the
initial Controlling Class Representative.
"Anticipated Repayment Date" shall mean, with respect to any
ARD
Mortgage Loan, the date specified in the related Mortgage Note, as
of which
Post-ARD Additional Interest shall begin to accrue on such Mortgage
Loan, which
date is prior to the Stated Maturity Date for such Mortgage
Loan.
"Appraisal" shall mean, 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
USPAP (or, in
the case of a Mortgage Loan or an REO Mortgage Loan with a Stated
Principal
Balance as of the date of such appraisal of $2,000,000 or less,
unless the
Controlling Class Representative permits a narrative appraisal,
either a limited
appraisal, a summary report or an internal valuation prepared by
the Special
Servicer) that (i) indicates the "market value" of the subject
property (within
the meaning of 12 C.F.R. ss. 225.62(g)) and (ii) is conducted by a
Qualified
Appraiser (except that, in the case of a Mortgage Loan or an REO
Mortgage Loan
with a Stated Principal Balance as of the date of such appraisal of
$2,000,000
or less, unless the Controlling Class Representative permits the
use of a
Qualified Appraiser, the Person performing such limited appraisal,
summary
report or internal valuation may be an employee of the Special
Servicer, which
employee need not be a Qualified Appraiser but shall have
experience in
commercial and/or multifamily properties, as the case may be, and
possess
sufficient knowledge to value such a property).
"Appraisal Reduction Amount" shall mean, for any Distribution
Date,
with respect to any Required Appraisal Loan, an amount calculated
by the Special
Servicer 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 and, in the case of an ARD
Mortgage
Loan after its Anticipated Repayment Date, Post-ARD Additional
Interest)
accrued on such Required Appraisal Loan through the most recent
Due Date
prior to such Determination Date, (c) all accrued but unpaid
Special
Servicing Fees accrued with respect to such Required Appraisal
Loan, (d)
all related unreimbursed Advances (or any Advances reimbursed
by
the Trust
Fund out of general collections on the Mortgage Pool) made by
or
on behalf
of the Master Servicer, the Special Servicer or the Trustee
with
respect to
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; over
(2) the sum of (x) the excess, if any, of (i) 90% of the
Appraised
Value
(subject to such downward adjustment as the Special Servicer
deems
appropriate in accordance with the Servicing Standard, without
implying
any
obligation to do so) of the related Mortgaged Property or REO
Property,
as applicable, as determined by the most recent relevant
Appraisal
acceptable for purposes of Section 3.19(c) hereof, 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
Escrow
Payments and Reserve Funds, the application of which was assumed
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 Mortgage Loan, (ii) either (A) no
Appraisal has been
obtained or conducted, as applicable in accordance with Section
3.19(c), 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 as reflected
in such
Appraisal, and (iii) no new Appraisal is obtained or conducted, as
applicable in
accordance with Section 3.19(c), 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(c), 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(c),
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.
Notwithstanding the foregoing, in the case of any A Loan (or
any
successor REO Mortgage Loan with respect thereto), any Appraisal
Reduction
Amount will be calculated in respect of the subject A/B Loan Pair
(or any
successor REO Mortgage Loans with respect thereto), as if it were a
single
underlying mortgage loan, and then allocated, first, to the related
B Loan (or
any successor REO Mortgage Loan with respect thereto), up to the
amount of its
unpaid principal balance, and second, to the subject A Loan (or any
successor
REO Mortgage Loan with respect thereto).
"Appraisal Trigger Event" shall mean, with respect to any
Mortgage
Loan, any of the following events:
(i) such
Mortgage Loan becomes a Modified Mortgage Loan (other
than solely as a result of an extension of the maturity date
for less than six months);
(ii) any Monthly
Payment with respect to such Mortgage Loan remains
unpaid for 60 days past the Due Date for such payment (or,
with respect to a Balloon Payment, 90 days past the Due Date
or, if the related Borrower has delivered to the Master
Servicer a refinancing commitment reasonably acceptable to the
Special Servicer and continues to pay the Assumed Monthly
Payment, for such longer period (not to exceed 150 days past
the Due Date for such Balloon Payment) during which such
refinancing would occur);
(iii) the passage of 60 days after the Special Servicer
receives
notice that the Borrower under such Mortgage Loan has become
the subject of bankruptcy, insolvency or similar proceedings,
which proceedings remain undischarged and undismissed at the
end of such 60-day period;
(iv) the passage of 60
days after the Special Servicer receives
notice that a receiver or similar official has been appointed
with respect to the related Mortgaged Property (provided that
such receiver or similar official continues in that capacity
at the end of such 60-day period); or
(v) the related
Mortgaged Property becomes an REO Property.
"Appraised Value" shall mean with respect to each Mortgaged
Property
or REO Property, the appraised value thereof (as is) based upon the
most recent
Appraisal obtained or conducted, as appropriate, pursuant to this
Agreement or
obtained in connection with the origination of the related Mortgage
Loan.
"ARD Mortgage Loan" shall mean a Mortgage Loan that provides for
the
accrual of Post-ARD Additional Interest thereon if such Mortgage
Loan is not
paid in full on or prior to its Anticipated Repayment Date.
"Assignment of Leases" shall mean, with respect to any
Mortgaged
Property, any assignment of leases, rents and profits or similar
document or
instrument executed by the related Borrower in connection with the
origination
of the related Mortgage Loan, as such assignment may be amended,
modified,
renewed or extended through the date hereof and from time to time
hereafter.
"Assumed Monthly Payment" shall mean:
(a) with respect to any Balloon Mortgage Loan delinquent in
respect
of its
Balloon Payment beyond the Determination Date immediately
following
its
scheduled maturity date (as such date may be extended in
connection
with a
bankruptcy, insolvency or similar proceeding involving the
related
Borrower
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), for that scheduled maturity date and for each subsequent
Due Date
as of which such Mortgage Loan remains outstanding and part of
the Trust
Fund, the scheduled monthly payment of principal and/or
interest
deemed to be due
with respect to such Mortgage Loan on such Due Date equal
to the
amount that would have been due in respect thereof on such Due
Date
(other
than any Default Interest) if such Mortgage Loan had been
required
to
continue to accrue interest in accordance with its terms, and to
pay
principal
in accordance with the amortization schedule (if any), in
effect
immediately prior to, and without regard to the occurrence of,
such
maturity
date; and
(b) with respect to any REO Mortgage Loan, for any Due Date as
of
which the
related REO Property remains part of the Trust Fund, the
scheduled
monthly payment of principal and/or interest deemed to be due
in
respect
thereof on such Due Date equal to the Monthly Payment (or, in
the
case of a
Balloon Mortgage Loan described in clause (a) of this
definition, the Assumed Monthly Payment) that was due (or deemed
due) with
respect to
the related Mortgage Loan on the last Due Date prior to its
becoming
an REO Mortgage Loan.
"ASTM" shall mean the American Society for Testing and
Materials.
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the sum (without duplication)
of:
(a) the aggregate amount received on the Mortgage Loans (and
any
related
REO Properties) and on deposit in the Collection Account as of
the
close of
business on the Business Day preceding the related Master
Servicer
Remittance Date, exclusive of the following amounts (without
duplication):
(i)
all Monthly Payments collected but due on a Due Date after
the end of the related Collection Period;
(ii) all
Principal Prepayments, Balloon Payments, Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds, all
amounts paid in connection with Mortgage Loan repurchases
pursuant to Section 2.03(b), and all other unscheduled
recoveries received after the related Determination Date;
(iii) all
amounts in the Collection Account that are payable or
reimbursable to any Person from such account pursuant to
clauses (ii) through (xxvii), inclusive, of Section 3.05(a);
(iv) all
amounts that are payable or reimbursable to any Person
pursuant to clauses (ii) through (vi), inclusive, of Section
3.05(b);
(v)
all Yield Maintenance Charges;
(vi) all
amounts deposited in the Collection Account in error;
(vii) any net
interest or net investment income on funds on
deposit in the Collection Account or in Permitted
Investments in which such funds may be invested;
(viii) with respect to
those Mortgage Loans that are Actual/360
Mortgage Loans and any Distribution Date relating to each
Interest Accrual Period ending in each February and in any
January in a year which is not a leap year (unless, in
either case, the related Distribution Date is the Final
Distribution Date), an amount equal to the Interest Reserve
Amount to the extent such amount is to be deposited in the
Interest Reserve Account and held for future distribution
pursuant to Section 3.04;
(ix) in
the case of each REO Property related to an A Loan and
during an A/B Material Default, all amounts received with
respect to the A Loan that are required to be paid to the B
Loan Holder pursuant to the terms of the related B Loan and
the related A/B Intercreditor Agreement (which amounts will
be deposited into the related A/B Loan Pair Custodial
Account pursuant to Section 3.04 and withdrawn from such
accounts pursuant to Section 3.05); and
(x)
Post-ARD Additional Interest;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to the Mortgage Loans
from
the REO
Account to the Collection Account for such Distribution Date
pursuant
to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made in respect of
the
Mortgage
Loans by the Master Servicer or the Trustee, as applicable, for
such
Distribution Date pursuant to Section 4.03 or Section 7.05 (which
P&I
Advances
shall not include any related Servicing Fees or Workout Fees);
(d) all funds released from the Interest Reserve Account for
distribution on such Distribution Date.
(e) if and to the extent not already included in clause (a)
hereof,
any Cure
Payment (except for any portion thereof payable or reimbursable
to the
Master Servicer or Special Servicer), made by any B Loan Holder
pursuant
to the terms of the related Intercreditor Agreement during the
related
Collection Period and allocable to principal or interest with
respect to
the related Mortgage Loan; and
(f) all funds released from the Excess Liquidation Proceeds
Account
for
distribution on such Distribution Date.
"B Loan" shall mean, with respect to each A Loan, the other
mortgage
loan that (i) is not included in the Trust Fund, (ii) is
subordinate in right of
payment to such A Loan to the extent set forth in the related A/B
Intercreditor
Agreement and (iii) is secured by the same Mortgage on the same
Mortgaged
Property as such A Loan.
"B Loan Holder" shall mean, with respect to any B Loan,
CBA-Mezzanine Capital Finance, LLC, or its successors and assigns,
as the holder
of such B Loan.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that by
its
original terms or by virtue of any modification entered into as of
the Closing
Date (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, a
Balloon Payment
is due on its Stated Maturity Date.
"Balloon Payment" shall mean any Monthly Payment payable on a
Mortgage Loan at scheduled maturity that is at least six times as
large as the
normal Monthly Payment due on such Mortgage Loan.
"Bankruptcy Code" shall mean the federal Bankruptcy Code, as
amended
from time to time (Title 11 of the United States Code).
"Base Interest Fraction" shall mean, with respect to any
Principal
Prepayment on any Mortgage Loan and any of the Class A-1, Class
A-2, Class A-AB,
Class A-3, Class A-1-A, Class A-M, Class A-J, Class B, Class C,
Class D, Class
E, Class F, Class G, Class H, Class, J and Class K Certificates and
the Class
A-MFL Regular Interest, a fraction (not greater than 1) (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
Yield Rate
used in calculating the Yield Maintenance Charge with respect to
such Principal
Prepayment and (b) whose denominator is the amount, if any, by
which the (i)
Mortgage Rate on such Mortgage Loan exceeds (ii) the Yield Rate (as
provided by
the Master Servicer) used in calculating the Yield Maintenance
Charge with
respect to such Principal Prepayment; provided, however, that if
such Yield Rate
is greater than or equal to the lesser of (x) the Mortgage Rate on
such Mortgage
Loan and (y) the Pass-Through Rate described in clause (a)(i)
above, then the
Base Interest Fraction shall be zero.
"Base Prospectus" shall mean that certain prospectus dated
October
30, 2006, relating to trust funds established by the Depositor and
publicly
offered mortgage pass-through certificates evidencing interests
therein.
"Book-Entry Certificate" shall mean any Certificate registered
in
the name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry
Certificate.
"Borrower" shall mean, individually and collectively, as the
context
may require, the obligor or obligors under a Mortgage 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
Mortgage Loan.
"Breach" shall mean, with respect to any Mortgage Loan, any
breach
of representation or warranty made by a Mortgage Loan Seller
pursuant to Section
4(b) or 4(d) of the related Mortgage Loan Purchase Agreement.
"Business Day" shall mean any day other than a Saturday, a Sunday
or
a day on which banking institutions in New York, New York,
Minneapolis,
Minnesota, Pittsburgh, Pennsylvania, the city or cities in which
the Primary
Servicing Offices of the Master Servicer and the Special Servicer
are located or
the city in which the Corporate Trust Office of the Trustee is
located, are
authorized or obligated by law or executive order to remain
closed.
"Capmark" shall mean Capmark Finance Inc., and its
successors in interest.
"Capmark Mortgage Loan Purchase Agreement" shall have the
meaning
assigned thereto in the Preliminary Statement.
"Capmark Mortgage Loan Seller" shall mean Capmark, in its
capacity
as mortgage loan seller with respect to the Original Capmark
Mortgage Loans.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the Depositor's Series
2007-C1
Commercial Mortgage Pass-Through Certificates, as executed by the
Trustee and
authenticated and delivered hereunder by the Certificate
Registrar.
"Certificate Factor" shall mean, with respect to any Class of
Regular Certificates or the Class A-MFL Regular Interest, as of any
date of
determination, a fraction, expressed as a decimal carried to eight
places, the
numerator of which is the related Class Principal Balance or Class
Notional
Amount, as the case may be, then outstanding, and the denominator
of which is
the related Class Principal Balance or Class Notional Amount, as
the case may
be, outstanding as of the Closing Date.
"Certificateholder" or "Holder" shall mean the Person in whose
name
a Certificate is registered in the Certificate Register, provided,
however,
that: (i) neither a Disqualified Organization nor a Non-United
States Tax Person
shall be a "Holder" of, or a "Certificateholder" with respect to, a
Class R or
Class LR Certificate for any purpose hereof; and (ii) solely for
purposes of
giving any consent, approval, direction or waiver pursuant to this
Agreement
that specifically relates to the rights, duties and/or obligations
hereunder of
the Depositor, the Master Servicer, the Special Servicer or the
Trustee in its
respective capacity as such (other than any consent, approval or
waiver
contemplated by any of Sections 3.23, 3.24 and 3.25), any
Certificate registered
in the name of such party or in the name of any Affiliate thereof
shall be
deemed not to be outstanding, and the Voting Rights to which it is
entitled
shall not be taken into account in determining whether the
requisite percentage
of Voting Rights necessary to effect any such consent, approval or
waiver that
specifically relates to such party has been obtained. The
Certificate Registrar
shall be entitled to request and conclusively rely upon a
certificate of the
Depositor, the Master Servicer or the Special Servicer in
determining whether a
Certificate is registered in the name of an Affiliate of such
Person. All
references herein to "Certificateholders" or "Holders" shall
reflect the rights
of Certificate Owners only insofar as they may indirectly exercise
such rights
through the Depository and the Depository Participants (except as
otherwise
specified herein), it being herein acknowledged and agreed that the
parties
hereto shall be required to recognize as a "Certificateholder" or
"Holder" only
the Person in whose name a Certificate is registered in the
Certificate
Register.
"Certificateholder Reports" shall mean, collectively, the
Trustee
Report and the CMSA Investor Reporting Package.
"Certificate Notional Amount" shall mean, with respect to any
Interest Only Certificate, as of any date of determination, the
then notional
principal amount on which such Certificate accrues interest, equal
to the
product of (a) the then Certificate Factor for the Class of
Interest Only
Certificates to which such Certificate belongs, multiplied by (b)
the amount
specified on the face of such Certificate as the initial
Certificate Notional
Amount thereof.
"Certificate Owner" shall mean, with respect to any Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate as
reflected on the books of the Depository or on the books of a
Depository
Participant or on the books of an indirect participating brokerage
firm for
which a Depository Participant acts as agent.
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate or the Class A-MFL Regular Interest,
as of any
date of determination, the then outstanding principal amount of
such Certificate
or the Class A-MFL Regular Interest, as applicable, equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates or
the Class A-MFL Regular Interest, as applicable, to which such
Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Principal Balance thereof.
"Certificate Register" and "Certificate Registrar" shall mean
the
register maintained and the registrar appointed pursuant to Section
5.02.
"Certification Parties" shall have the meaning assigned thereto
in
Section 12.08.
"Certifying Person" shall have the meaning assigned thereto in
Section 12.08.
"Certifying Servicer" shall have the meaning assigned thereto
in
Section 12.11.
"Class" shall mean, collectively, all of the Certificates
bearing
the same alphabetic and, if applicable, numeric class designation
and each
designation of Uncertificated Lower-Tier Interests having the same
payment terms
or the Class A-MFL Regular Interest. The respective Classes of
Certificates are
designated in Section 5.01(a).
"Class A-1" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-1
Certificates.
"Class A-1 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class
designation
"A-1."
"Class A-1 Pass-Through Rate" shall mean 5.2270% per annum.
"Class A-1-A" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A 1 A
Certificates.
"Class A-1-A Certificate" shall mean any of the Certificates
that
collectively constitute the Class bearing the alphanumeric class
designation "A
1 A."
"Class A-1-A Pass-Through Rate" shall mean 5.3610% per annum.
"Class A-2" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-2
Certificates.
"Class A-2 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class
designation
"A-2."
"Class A-2 Pass-Through Rate" shall mean 5.2680% per annum.
"Class A-3" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-3
Certificates.
"Class A-3 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class
designation
"A-3."
"Class A-3 Pass-Through Rate" shall mean 5.3830% per annum.
"Class A-AB" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-AB
Certificates.
"Class A-AB Certificate" shall mean any of the Certificates
that
collectively constitute the Class bearing the alphanumeric class
designation
"A-AB."
"Class A-AB Pass-Through Rate" shall mean 5.3360% per annum.
"Class A-M" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-M
Certificates.
"Class A-M Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class
designation
"A-M."
"Class A-M Pass-Through Rate" shall mean 5.4160% per annum.
"Class A-MFL Available Funds" shall mean with respect to any
Distribution Date, an amount equal to (a) the sum of (i) the total
amount of all
principal and/or interest distributions, as well as all
distributions of Yield
Maintenance Charges, 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 Swap Counterparty pursuant to the Swap Agreement for such
Distribution Date,
less (b) with respect to interest amounts and Yield Maintenance
Charges, the sum
of (i) all regularly scheduled interest amounts, Yield Maintenance
Charges
required to be paid to the Swap Counterparty pursuant to the Swap
Agreement for
such Distribution Date, (ii) any amount payable to the Trustee as
Net Investment
Earnings earned on funds held in the Floating Rate Account and
(iii) any amounts
deposited in the Floating Rate Account in error.
"Class A-MFL Certificate" shall mean any of the Certificates
that
collectively constitute the Class bearing the alphanumeric class
designation
"A-MFL."
"Class A-MFL Distribution Conversion" shall mean with respect to
any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default of the nature described in clause (i) of the definition of
"Swap
Default" while the Trustee is pursuing remedies under the Swap
Agreement
pursuant to Section 3.28, or (ii) immediately upon and following
the termination
of the Swap Agreement, the conversion of distributions to the Class
A-MFL
Certificates from distributions based, in part, on floating
interest payments
from the Swap Counterparty under the Swap Agreement to
distributions based
solely on fixed interest distributions in respect of the Class
A-MFL Regular
Interest, as specified in Section 4.01.
"Class A-MFL Fixed Swap Payment" shall mean with respect to any
Distribution Date, the fixed interest amount required to be paid to
the Swap
Counterparty by the Trust under the Swap Agreement (prior to any
netting against
amounts due from the Swap Counterparty to the Trust) in respect of
that
Distribution Date.
"Class A-MFL Floating Swap Payment" shall mean with respect to
any
Distribution Date, the floating interest amount required to be paid
to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any
netting against
amounts due from the Trust to the Swap Counterparty) in respect of
that
Distribution Date.
"Class A-MFL Interest Distribution Amount" shall mean with
respect
to any Distribution Date, an amount equal to (a) the sum of (i) the
Optimal
Interest Distribution Amount with respect to the Class A-MFL
Regular Interest
for such Distribution Date, (ii) the Class A-MFL Floating Swap
Payment received
from the Swap Counterparty with respect to such Distribution Date
and (iii) if
the Swap Agreement is terminated and a replacement Swap Agreement
is not
obtained, any Swap Termination Payment collected during the related
Collection
Period, less (b) the Class A-MFL Fixed Swap Payment made to the
Swap
Counterparty with respect to such Distribution Date.
"Class A-MFL Net Fixed Swap Payment" shall mean with respect to
any
Distribution Date, the excess, if any of (i) the Class A-MFL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-MFL Floating Swap
Payment in
respect of that Distribution Date.
"Class A-MFL Net Floating Swap Payment" shall mean with respect
to
any Distribution Date, the excess, if any of (i) the Class A-MFL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-MFL Fixed
Swap Payment
in respect of that Distribution Date.
"Class A-MFL Pass-Through Rate" shall mean with respect to any
Distribution Date for so long as no Class A-MFL Distribution
Conversion has
occurred, LIBOR plus 0.1900%; except that (I) if (a) the total
amount of
interest distributions with respect to the Class A-MFL Regular
Interest for any
distribution date required (or deemed) to be deposited in the
Floating Rate
Account is less than (b) 1/12th of the product of (i) 5.4160%,
multiplied by
(ii) the Class Principal Balance of the Class A-MFL Certificates as
of the last
day of the calendar month immediately prior to that Distribution
Date, then
there will be a proportionate reduction to the amount of interest
distributable
on the Class A-MFL Certificates, as provided in the Swap Agreement
and (II) if
(a) the total amount of interest distributions with respect to the
Class A-MFL
Regular Interest for any distribution date required (or deemed) to
be deposited
in the Floating Rate Account exceeds (b) 1/12th of the product of
(i) 5.4160%,
multiplied by (ii) the Class Principal Balance of the Class A-MFL
Certificates
as of the last day of the calendar month immediately prior to that
Distribution
Date, then there will be a proportional increase to the amount of
interest
distributable on the Class A-MFL Certificates, as provided in the
Swap
Agreement. With respect to any Distribution Date on or after which
a Class A-MFL
Distribution Conversion has occurred, "Class A-MFL Pass-Through
Rate" shall mean
the Class A-MFL Regular Interest Pass-Through Rate.
"Class A-MFL Principal Distribution Amount" shall mean 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" shall mean the uncertificated
interest in the Upper-Tier REMIC, designated as "Class A-MFL,"
constituting a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions
and having the characteristics attributable thereto in this
Agreement.
"Class A-MFL Regular Interest Pass-Through Rate" shall mean,
with
respect to any Distribution Date, 5.4160% per annum.
"Class A-MFL Swap Payment Date" shall mean, with respect to any
Distribution Date, the Business Day preceding such Distribution
Date.
"Class A-J" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-J
Certificates.
"Class A-J Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class
designation
"A-J."
"Class A-J Pass-Through Rate" shall mean the lesser of (i)
5.4570%
per annum and (ii) the Weighted Average Net Mortgage Rate.
"Class A-P&I Certificates" shall mean, collectively, the Class
A-1,
Class A-2, Class A-AB, Class A-3 and Class A-1-A Certificates.
"Class A-SP" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-SP
Certificates.
"Class A-SP Certificate" shall mean any of the Certificates
that
collectively constitute the Class bearing the alphabetic class
designation
"A-SP."
"Class A-SP Component" shall mean each of Component A-1-2,
Component
A-2-1, Component A-2-2, Component A-2-3, Component A-AB-1,
Component A-AB-2,
Component A-AB-3, Component A-AB-4, Component A-3-1, Component
A-3-2, Component
A-3-3, Component A-3-4, Component A-3-5, Component A-1-A-2,
Component A-1-A-3,
Component A-1-A-4, Component A-1-A-5, Component A-1-A-6, Component
A-1-A-7,
Component A-1-A-8, Component A-M, Component A-MFL, Component A-J,
Component B,
Component C-1, Component C-2, Component D-1, Component D-2,
Component E,
Component F-1, Component F-2 and Component G.
"Class A-SP Notional Amount" shall mean, as of any date of
determination, the sum of the then Component Notional Amounts of
the Class A-SP
Components that have not reached their Component Crossover
Date.
"Class A-SP Pass-Through Rate" shall mean, as to any
Distribution
Date, the per annum rate, expressed as a percentage, equal to the
weighted
average of the Class A-SP Strip Rates of the Class A-SP Components
(weighted on
the basis of their respective Component Notional Amounts) for such
Distribution
Date.
"Class A-SP Strip Rate" shall mean, with respect to each of the
Class A-SP Components for any Distribution Date, a rate per annum
equal to (i)
for any Distribution Date occurring on or before the related
Component Crossover
Date, (x) the lesser of (I) the Weighted Average Net Mortgage
Pass-Through Rate
for such Distribution Date and (II) the Reference Rate for such
Distribution
Date minus (y) the Pass-Through Rate for the Related Certificates,
(provided
that in no event shall any Class A-SP Strip Rate be less than
zero), and (ii)
for any Distribution Date occurring after the related Component
Crossover Date,
0% per annum.
"Class A-X" shall mean, when combined with any other
capitalized
term defined in this Agreement, of or relating to the Class A-X
Certificates.
"Class A-X Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation
"A-X."
"Class A-X Component" shall mean any one of the Components.
"Class A-X Notional Amount" shall mean, with respect to the
Class
A-X Certificates and any date of determination, the sum of the then
Component
Notional Amounts of all of the Components.
"Class A-X Pass-Through Rate" shall mean, as to any
Distribution
Date, the per annum rate, expressed as a percentage, equal to the
weighted
average of the Class A-X Strip Rates of the Components for such
Distribution
Date, weighted on the basis of their respective Component Notional
Amounts.
"Class A-X Strip Rate" shall mean, with respect to any Class
A-X
Component (other than a Class A-X Component that is also a Class
A-SP Component)
for any Distribution Date, a rate per annum equal to (i) the
Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date, minus
(ii) the
Pass-Through Rate for the Related Certificates, and in the case of
a Class A-X
Component that is also a Class A-SP Component, (A) for any
Distribution Date
occurring on or before the related Component Crossover Date, (x)
the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date
minus (y) the
sum of the Pass-Through Rate for the Related Certificates for such
Distribution
Date and the Class A-SP Strip Rate for such Component for such
Distribution
Date, and (B) for any Distribution Date occurring after the related
Component
Crossover Date, a rate per annum equal to (x) the Weighted Average
Net Mortgage
Pass-Through Rate for such Distribution Date, minus (y) the
Pass-Through Rate
for the Related Certificates (provided that in no event shall any
Class A-X
Strip Rate be less than zero).
"Class B" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class B
Certificates.
"Class B Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "B."
"Class B Pass-Through Rate" shall mean the lesser of (i) 5.4870%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class C" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class C
Certificates.
"Class C Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "C."
"Class C Pass-Through Rate" shall mean the lesser of (i) 5.5170%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class D" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class D
Certificates.
"Class D Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "D."
"Class D Pass-Through Rate" shall mean the lesser of (i) 5.5460%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class E" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class E
Certificates.
"Class E Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "E."
"Class E Pass-Through Rate" shall mean the lesser of (i) 5.5760%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class F" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class F
Certificates.
"Class F Certificate"
shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "F."
"Class F Pass-Through Rate" shall mean the lesser of (i) 5.5960%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class G" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class G
Certificates.
"Class G Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "G."
"Class G Pass-Through Rate" shall mean the lesser of (i) 5.6250%
per
annum and (ii) the Weighted Average Net Mortgage Rate.
"Class H" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class H
Certificates.
"Class H Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "H."
"Class H Pass-Through Rate" shall mean a per annum rate equal to
the
Weighted Average Net Mortgage Rate.
"Class J" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class J
Certificates.
"Class J Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "J."
"Class J Pass-Through Rate" shall mean a per annum rate equal to
the
Weighted Average Net Mortgage Rate.
"Class K" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class K
Certificates.
"Class K Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "K."
"Class K Pass-Through Rate" shall mean a per annum rate equal to
the
Weighted Average Net Mortgage Rate.
"Class L" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class L
Certificates.
"Class L Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "L."
"Class L Pass-Through Rate" shall mean 5.0500% per annum.
"Class LA-1-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-1-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-1-A-1 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-2 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-3 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-4 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-5 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-6 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-7 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-A-8 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-2-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-2-3 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-3-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-3-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-3-3 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-3-4 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-3-5 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-AB-1 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-AB-2 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-AB-3 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-AB-4 Uncertificated Interest" shall mean a regular
interest in the Lower-Tier REMIC that is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-M Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class
LA-MFL Uncertificated Interest" shall mean a regular interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, has
the Original Lower-Tier REMIC Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LA-J Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LC-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LC-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LD-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LD-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LE Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LF-1 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LF-2 Uncertificated Interest" shall mean a regular
interest
in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and
having the Original Lower-Tier Principal Amount and per annum rate
of interest
set forth in the Preliminary Statement hereto.
"Class LG Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LH Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LK Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LO Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LP Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LQ Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LR" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class LR
Certificates.
"Class LR Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "LR."
"Class LS Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LT Uncertificated Interest" shall mean a regular interest
in
the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class M" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class M
Certificates.
"Class M Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "M."
"Class M Pass-Through Rate" shall mean 5.0500% per annum.
"Class N" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class N
Certificates.
"Class N Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "N."
"Class N Pass-Through Rate" shall mean 5.0500% per annum.
"Class Notional Amount" shall mean, with respect to any Class
of
Interest Only Certificate, the aggregate hypothetical or notional
amount on
which such Class of Interest Only Certificate accrues or is deemed
to accrue
interest from time to time. The Class Notional Amount, in the case
of the Class
A-X Certificates, shall be the Class A-X Notional Amount and, in
the case of the
Class A-SP Certificates, shall be the Class A-SP Notional
Amount.
"Class O" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class O
Certificates.
"Class O Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "O."
"Class O Pass-Through Rate" shall mean 5.0500% per annum.
"Class P" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class P
Certificates.
"Class P Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "P."
"Class P Pass-Through Rate" shall mean 5.0500% per annum.
"Class Principal Balance" shall mean the aggregate principal
balance
outstanding from time to time of any Class of Principal Balance
Certificates or
of the Class A-MFL Regular Interest, as applicable.
"Class Q" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class Q
Certificates.
"Class Q Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "Q."
"Class Q Pass-Through Rate" shall mean 5.0500% per annum.
"Class R" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class R
Certificates.
"Class R Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "R."
"Class S" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class S
Certificates.
"Class S Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "S."
"Class S Pass-Through Rate" shall mean 5.0500% per annum.
"Class T" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class T
Certificates.
"Class T Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "T."
"Class T Pass-Through Rate" shall mean 5.0500% per annum.
"Class V" shall mean, when combined with any other capitalized
term
defined in this Agreement, of or relating to the Class V
Certificates.
"Class V Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class
designation "V."
"Clearstream" shall mean Clearstream Banking, societe anonyme,
or
any successor.
"Closing Date" shall mean March 16, 2007.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or
any association or organization that is a successor thereto. If
neither such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Controlling Class Representative.
"CMSA Advance Recovery Report" shall mean a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recovery Report" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Controlling Class Representative and the Rating
Agencies otherwise
consent to an alternative form of such report, and written notice
of such
alternative form is provided to the Master Servicer and the Special
Servicer).
"CMSA Bond Level File" shall mean a data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Bond Level File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Trustee, Controlling Class Representative and the Rating Agencies
otherwise
consent to an alternative form of such report and have provided
written notice
of such alternative form to the Master Servicer and the Special
Servicer).
"CMSA Collateral Summary File" shall mean a data file
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-backed securities transactions
generally
(unless the Trustee, Controlling Class Representative and the
Rating Agencies
otherwise consent to an alternative form of such report and have
provided
written notice of such alternative form to the Master Servicer and
the Special
Servicer).
"CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Comparative Financial Status Report"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information as may from time to time be recommended by the
CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Delinquent Loan Status Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless the Controlling Class Representative
and the
Rating Agencies otherwise consent to an alternative form of such
report, and
written notice of such alternative form is provided to the Master
Servicer and
the Special Servicer).
"CMSA Financial File" shall mean a data file 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-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean a report substantially in the form of, and
containing the
information called for in, the downloadable form of the "Historical
Loan
Modification and Corrected Mortgage Loan Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless the Controlling Class Representative
and the
Rating Agencies otherwise consent to an alternative form of such
report, and
written notice of such alternative form is provided to the Master
Servicer and
the Special Servicer).
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following seven electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File; and
(b) the following ten supplemental reports: (i) CMSA Delinquent
Loan
Status
Report, (ii) CMSA Historical Loan Modification and Corrected
Mortgage
Loan Report, (iii) CMSA Total Loan Report, (iv) CMSA REO Status
Report,
(v) CMSA Operating Statement Analysis Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii) CMSA Loan Level
Reserve/LOC Report, (ix) CMSA NOI Adjustment
Worksheets
and (x) CMSA Advance Recovery Report; and
(c) such other reports and data files as CMSA may designate as
part
of the
"CMSA Investor Reporting Package" from time to time generally,
provided
that the requirements of any such report or data file shall not
materially
expand the duties of the affected reporting party without such
party's
consent (which consent shall not be unreasonably withheld or
delayed).
"CMSA Loan Level Reserve/LOC Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available
as of the
Closing Date on the CMSA Website, or 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 (unless the Controlling Class Representative
and the
Rating Agencies otherwise consent to an alternative form of such
report, and
written notice of such alternative form is provided to the Master
Servicer and
the Special Servicer).
"CMSA Loan Periodic Update File" shall mean a 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-backed
securities
transactions generally (unless the Trustee, the Controlling Class
Representative
and the Rating Agencies otherwise consent to an alternative form of
such report,
and written notice of such alternative form is provided to the
Master Servicer
and the Special Servicer).
"CMSA Loan Setup File" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Mortgage 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-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA NOI Adjustment Worksheet" shall mean 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-backed
securities
transactions generally (unless the Controlling Class Representative
and the
Rating Agencies otherwise consent to an alternative form of such
report, and
written notice of such alternative form is provided to the Master
Servicer and
the Special Servicer).
"CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Operating Statement Analysis Report"
available as of
the Closing Date on the CMSA Website or 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 (unless the Controlling Class Representative
and the
Rating Agencies otherwise consent to an alternative form of such
report, and
written notice of such alternative form is provided to the Master
Servicer and
the Special Servicer).
"CMSA Property File" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Property File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA Property Inspection Form" shall mean a form of report
substantially in the form of, and containing the information called
for in, the
downloadable "Property Inspection Form" 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-backed securities transactions
generally
(unless the Controlling Class Representative and the Rating
Agencies otherwise
consent to an alternative form of such report, and written notice
of such
alternative form is provided to the Master Servicer and the Special
Servicer).
"CMSA Realized Loss Report" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Realized Loss 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-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA REO Status Report" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "REO Status Report" available as of the Closing Date on the
CMSA Website, or
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
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA Servicer Watch List" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
"Servicer Watch List" 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-backed securities transactions generally
(unless the
Controlling Class Representative and the Rating Agencies otherwise
consent to an
alternative form of such report, and written notice of such
alternative form is
provided to the Master Servicer and the Special Servicer).
"CMSA Special Servicer Loan File" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Special Servicer Loan File" available as of the
Closing Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Controlling Class Representative and the Rating
Agencies otherwise
consent to an alternative form of such report, and written notice
of such
alternative form is provided to the Master Servicer and the Special
Servicer).
"CMSA Total Loan Report" shall mean monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "CMSA Total Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time be
recommended by the
CMSA for commercial mortgage-backed securities transactions
generally (unless
the Controlling Class Representative and the Rating Agencies
otherwise consent
to an alternative form of such report, and written notice of such
alternative
form is provided to the Master Servicer and the Special
Servicer).
"CMSA Website" shall mean the CMSA's Website located at
"www.cmbs.org" or such other primary website as the CMSA may
establish for
dissemination of its report forms.
"Code" shall mean the Internal Revenue Code of 1986 and
regulations
promulgated thereunder, including proposed regulations to the
extent that, by
reason of their proposed effective date, could, as of the date of
any
determination or opinion as to the tax consequences of any action
or proposed
action or transaction, be applied to the Trust or the
Certificates.
"Collection Account" shall mean the segregated account or
accounts
created and maintained by the Master Servicer, pursuant to Section
3.04(a), in
trust for the Certificateholders and, after the occurrence of an
A/B Material
Default, any related B Loan Holder, which shall be entitled
"[Capmark Finance
Inc.][or the name of any successor Master Servicer, as the Master
Servicer, in
trust for the registered holders of Credit Suisse First Boston
Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C1,
and the B Loan Holders, as applicable, as their interests may
appear, Collection
Account." Any such account or accounts shall be an Eligible Account
and shall be
part of the Lower-Tier REMIC other than any funds therein allocable
to a B Loan.
"Collection Period" shall mean, with respect to any
Distribution
Date, the period commencing on the date 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 as of the
Closing Date) and ending on and including the Determination Date in
the calendar
month in which such Distribution Date occurs.
"Column" shall mean Column Financial, Inc., together with
its successors in interest.
"Column Mortgage Loan" shall mean any Mortgage Loan that is
either
an Original Column Mortgage Loan or a Replacement Mortgage Loan
that was
delivered under the Column Mortgage Loan Purchase Agreement or the
Column
Performance Guarantee in substitution for an Original Column
Mortgage Loan.
"Column Mortgage Loan Purchase Agreement" shall have the
meaning
assigned thereto in the Preliminary Statement to this
Agreement.
"Column Mortgage Loan Seller" shall mean Column, in its capacity
as
mortgage loan seller with respect to the Column Mortgage Loans.
"Column Performance Guarantee" shall mean the Guarantee dated as
of
March 1, 2007, from the Column Performance Guarantor in favor of
the Trustee,
relating to the obligations of Column under Section 5 of the Column
Mortgage
Loan Purchase Agreement.
"Column Performance Guarantor" shall mean Credit Suisse
(USA), Inc., its successor in interest or any successor guarantor
under
the Column Performance Guarantee.
"Column Primary Servicer" shall mean Column, in its capacity as
Designated Sub-Servicer with respect to the Column Serviced
Loans.
"Column Serviced Loan" shall mean any Column Mortgage Loan that
is
specified on Exhibit L as being primary serviced by the Column
Primary Servicer.
"Commission" shall mean the Securities and Exchange Commission
or
any successor thereto.
"Compensating Interest
Payment" shall mean, with respect to any
Distribution Date, any payment made by the Master Servicer pursuant
to Section
3.19(a) to cover Prepayment Interest Shortfalls incurred during the
related
Collection Period.
"Component" shall mean each of Component A-1-1, Component
A-1-2,
Component A-2-1, Component A-2-2, Component A-2-3, Component
A-AB-1, Component
A-AB-2, Component A-AB-3, Component A-AB-4, Component A-3-1,
Component A-3-2,
Component A-3-3, Component A-3-4, Component A-3-5, Component
A-1-A-1, Component
A-1-A-2, Component A-1-A-3, Component A-1-A-4, Component A-1-A-5,
Component
A-1-A-6, Component A-1-A-7, Component A-1-A-8, Component A-M,
Component A-MFL,
Component A-J, Component B, Component C-1, Component C-2, Component
D-1,
Component D-2, Component E, Component F-1, Component F-2, Component
G, Component
H, Component J, Component K, Component L, Component M, Component N,
Component O,
Component P, Component Q, Component S and Component T.
"Component A-1-1" shall mean one of the 45 components of the
Class
A-X Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated
Interest as of
any date of determination.
"Component A-1-2" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-2 Uncertificated Interest as of
any date of
determination.
"Component A-1-A-1" shall mean one of the 45 components of the
Class
A-X Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-1 Uncertificated
Interest as of
any date of determination.
"Component A-1-A-2" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-2 Uncertificated Interest as
of any date of
determination.
"Component A-1-A-3" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-3 Uncertificated Interest as
of any date of
determination.
"Component A-1-A-4" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-4 Uncertificated Interest as
of any date of
determination.
"Component A-1-5" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-5 Uncertificated Interest as
of any date of
determination.
"Component A-1-A-6" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-6 Uncertificated Interest as
of any date of
determination.
"Component A-1-A-7" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-7 Uncertificated Interest as
of any date of
determination.
"Component A-1-A-8" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-1-A-8 Uncertificated Interest as
of any date of
determination.
"Component A-2-1 shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-2-1 Uncertificated Interest as of
any date of
determination.
"Component A-2-2 shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-2-2 Uncertificated Interest as of
any date of
determination.
"Component A-2-3 shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-2-3 Uncertificated Interest as of
any date of
determination.
"Component A-3-1" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-3-1 Uncertificated Interest as of
any date of
determination.
"Component A-3-2" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-3-2 Uncertificated Interest as of
any date of
determination.
"Component A-3-3" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-3-3 Uncertificated Interest as of
any date of
determination.
"Component A-3-4" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-3-4 Uncertificated Interest as of
any date of
determination.
"Component A-3-5" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-3-5 Uncertificated Interest as of
any date of
determination.
"Component A-AB-1" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-AB-1 Uncertificated Interest as of
any date of
determination.
"Component A-AB-2" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-AB-2 Uncertificated Interest as of
any date of
determination.
"Component A-AB-3" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-AB-3 Uncertificated Interest as of
any date of
determination.
"Component A-AB-4" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-AB-4 Uncertificated Interest as of
any date of
determination.
"Component A-M" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-M Uncertificated Interest as of any date
of
determination.
"Component A-MFL" shall mean one of the 45 components of the
Class
A-X Certificates and one of the 32 components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current
Lower-Tier
Principal Amount of the Class LA-MFL Uncertificated Interest as of
any date of
determination.
"Component A-J" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-J Uncertificated Interest as of any date
of
determination.
"Component B" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LB Uncertificated Interest as of any date of
determination.
"Component C-1" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LC-1 Uncertificated Interest as of any date
of
determination.
"Component C-2" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LC-2 Uncertificated Interest as of any date
of
determination.
"Component Crossover Date" shall mean, with respect to each
Class
A-SP Component, the related Crossover Date as set forth in the
table below:
<TABLE>
<CAPTION>
Class A-SP Component
Component Crossover Date
-------------------------------------------------------------
----------------------------
<S>
<C>
Components A-1-2, A-2-1 and A-1-A-2
March 2008 Distribution Date
Components A-2-2 and A-1-A-3
March 2009 Distribution Date
Components A-2-3, A-3-1 and A-1-A-4
March 2010 Distribution Date
Components A-AB-1, A-3-2, A-1-A-5, F-1 and G
March 2011 Distribution Date
Components A-AB-2, A-3-3, A-1-A-6, D-1, E and F-2
March 2012 Distribution Date
Components A-AB-3, A-3-4, A-1-A-7, C-1 and D-2
March 2013 Distribution Date
Components A-AB-4, A-3-5, A-1-A-8, A-M, A-MFL, A-J, B and C-2
March 2014
Distribution Date
</TABLE>
"Component D-1" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-1 Uncertificated Interest as of any date
of
determination.
"Component D-2" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-2 Uncertificated Interest as of any date
of
determination.
"Component E" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LE Uncertificated Interest as of any date of
determination.
"Component F-1" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-1 Uncertificated Interest as of any date
of
determination.
"Component F-2" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-2 Uncertificated Interest as of any date
of
determination.
"Component G" shall mean one of the 45 components of the Class
A-X
Certificates and one of the 32 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LG Uncertificated Interest as of any date of
determination.
"Component H" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LH Uncertificated Interest
as of any
date of determination.
"Component J" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LJ Uncertificated Interest
as of any
date of determination.
"Component K" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LK Uncertificated Interest
as of any
date of determination.
"Component L" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LL Uncertificated Interest
as of any
date of determination.
"Component M" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LM Uncertificated Interest
as of any
date of determination.
"Component N" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LN Uncertificated Interest
as of any
date of determination.
"Component Notional Amount" shall mean, with respect to each
Component and any date of determination, an amount equal to the
then Lower-Tier
Principal Amount of its Related Uncertificated Lower-Tier
Interest.
"Component O" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LO Uncertificated Interest
as of any
date of determination.
"Component P" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest
as of any
date of determination.
"Component Q" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LQ Uncertificated Interest
as of any
date of determination.
"Component S" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LS Uncertificated Interest
as of any
date of determination.
"Component T" shall mean one of the 45 components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LT Uncertificated Interest
as of any
date of determination.
"Condemnation Proceeds" shall mean all cash amounts actually
received by the Trust or by the Master Servicer or the Special
Servicer on its
behalf 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 Borrower or
any other
third-party in accordance with applicable law and/or the terms and
conditions of
the related Mortgage Loan Documents or any other applicable
document.
"Confidential Offering Circular" shall mean the final
Confidential
Offering Circular dated March 1, 2007, relating to certain classes
of the
Non-Registered Certificates.
"Controlling Class" shall mean, as of any date of determination,
the
eligible Class of Principal Balance Certificates with the lowest
payment
priority pursuant to Sections 4.01(a) and 4.01(b), that has a then
outstanding
Class Principal Balance that is not less than 25% of its initial
Class Principal
Balance; provided that, if no eligible Class of Principal Balance
Certificates
has a Class Principal Balance that satisfies the foregoing
requirement, then the
Controlling Class shall be the eligible Class of Principal Balance
Certificates
with the lowest payment priority pursuant to Sections 4.01(a) and
4.01(b), that
has a then outstanding Class Principal Balance greater than zero.
For purposes
of this definition, all of the Class A-P&I Certificates shall
be treated as a
single Class and, if appropriate under the terms of this
definition, shall
collectively constitute the Controlling Class. As of the Closing
Date, the
Controlling Class shall be the Class T Certificates.
"Controlling Class Certificateholder" shall mean any Holder of
Certificates of the related Controlling Class.
"Controlling Class Representative" shall have the meaning
assigned
thereto in Section 3.23(a).
"Corporate Trust Office" shall mean the corporate trust office
of
the Trustee at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located (i) for Certificate transfer
purposes, at
Sixth & Marquette, Minneapolis, Minnesota 55479-0113,
Attention: Corporate Trust
Services - Credit Suisse First Boston Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 and (ii) for all
other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, Attention:
Corporate Trust Services - Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1.
"Corrected Mortgage Loan" shall mean any Mortgage Loan that had
been
a Specially Serviced Mortgage Loan but as to which all Servicing
Transfer Events
have ceased to exist.
"Credit Suisse" shall mean Credit Suisse Securities (USA) LLC or
its
successor in interest.
"Cross-Collateralized Group" shall mean any group of Mortgage
Loans
that is cross-defaulted and cross-collateralized with each
other.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage
Loan,
that is, by its terms, cross-defaulted and cross-collateralized
with any other
Mortgage Loan. For the avoidance of doubt, no A Loan or B Loan
shall be deemed a
Cross-Collateralized Mortgage Loan under this Agreement.
"Crossed Mortgage Loan Repurchase Criteria" shall mean (i) the
debt
service coverage ratio for any related Cross-Collateralized
Mortgage Loans that
remain in the Trust is not less than the debt service coverage
ratio for such
Cross-Collateralized Mortgage Loans, including the affected
Cross-Collateralized
Mortgage Loan, immediately preceding the repurchase or substitution
and (ii) the
loan-to-value ratio for any related Cross-Collateralized Mortgage
Loans that
remain in the Trust is not greater than the loan-to-value ratio for
such
Cross-Collateralized Mortgage Loans including the affected
Cross-Collateralized
Mortgage Loan immediately preceding the repurchase or
substitution.
"Cure Event" shall mean the exercise by any B Loan Holder of
the
cure rights, if any, set forth in the related Intercreditor
Agreement, in each
case in accordance with the applicable Intercreditor Agreement.
"Cure Payments" shall mean, with respect to any A/B Loan Pair, as
to
which the related Intercreditor Agreement provides that a B Loan
Holder shall be
entitled to cure a default under the related Mortgage Loan, the
payments that
such B Loan Holder makes to the Master Servicer, Special Servicer
or Trustee, as
applicable, which payments shall consist (without duplication) of
all actual
costs, expenses, losses, obligations, damages, penalties, and
disbursements
imposed on or incurred (whether or not yet paid) by the Master
Servicer, Special
Servicer or Trustee, as applicable (including, without limitation,
all
unreimbursed Advances (without regard to whether such Advance would
be a
Nonrecoverable Advance), and any interest accrued thereon, Default
Interest and
any servicing compensation incurred with respect to the related
Mortgage Loan)
during the period of time from the expiration of the grace period
under such
Mortgage Loan that gave rise to such Cure Event until such Cure
Payment is made
or such other cure is otherwise effected.
"Custodian" shall mean a Person who is at any time appointed by
the
Trustee pursuant to Section 8.11 as a document custodian for the
Mortgage Files,
which document custodian shall initially be the Trustee.
"Cut-off Date" shall mean, individually and collectively, the
respective Due Dates for the Original Mortgage Loans in March 2007,
except that
in the case of certain of the underlying mortgage loans that have
their first
due date in April 2007, the Cut-off Date for those Mortgage Loans
will be
considered to be the equivalent day of the month in March 2007 had
their first
due date been in March 2007.
"Cut-off Date Principal Balance" shall mean, with respect to
any
Original Mortgage Loan, the outstanding principal balance of such
Mortgage Loan
as of its Due Date in March 2007, after application of all payments
of principal
due on or before such date, whether or not received.
"Default Charges" shall mean Default Interest and/or late
payment
charges that are paid or payable, as the context may require, in
respect of any
Mortgage Loan or REO Mortgage Loan.
"Defaulted Mortgage Loan" shall mean a Mortgage Loan that is at
least sixty days delinquent in respect of its Monthly Payments, or
90 days
delinquent in respect of its Balloon Payment (or, if the borrower
has delivered
a refinancing commitment reasonably acceptable to the Special
Servicer, for such
longer period, not to exceed 150 days beyond the date on which that
Balloon
Payment was due, during which the refinancing would occur), if any,
in each case
without giving effect to any grace period permitted by the related
Mortgage or
Note, or if any non-monetary event of default occurs that results
in the
Mortgage Loan becoming a Specially Serviced Mortgage Loan;
provided, however,
that no Monthly Payment (other than a Balloon Payment) shall be
deemed
delinquent if less than ten dollars of all amounts due and payable
on such
Mortgage Loan has not been received.
"Default Interest" shall mean, with respect to any Mortgage Loan
(or
successor REO Mortgage Loan), any amounts collected thereon, other
than late
payment charges, Yield Maintenance Charges, that represent interest
(other than,
if applicable, Post-ARD Additional Interest) in excess of interest
accrued on
the principal balance of such Mortgage Loan (or REO Mortgage Loan)
at the
related Mortgage Rate, such excess interest arising out of a
default under such
Mortgage Loan.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defective Mortgage Loan" shall mean any Mortgage Loan as to
which
there exists a Material Breach or a Material Document Defect that
has not been
cured in all material respects.
"Definitive Certificate" shall have the meaning assigned thereto
in
Section 5.03(a).
"Deleted Mortgage Loan" shall mean a Mortgage Loan that is
purchased
or repurchased, as the case may be, from the Trust or replaced with
one or more
Replacement Mortgage Loans, in either case as contemplated by
Section 2.03.
"Depositor" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.
"Depository" shall mean 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" shall mean a broker, dealer, bank or
other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Designated Sub-Servicer" shall mean any Sub-Servicer set forth
on
Exhibit L hereto and any successor thereto under the related
Sub-Servicing
Agreement.
"Designated Sub-Servicer Agreement" shall mean any
Sub-Servicing
Agreement between a Designated Sub-Servicer and the Master
Servicer.
"Determination Date" shall mean, with respect to any calendar
month,
commencing in April 2007, the 11th day of such calendar month (or,
if such 11th
day is not a Business Day, the next succeeding Business Day). Each
Determination
Date will relate to the Distribution Date in the same calendar
month.
"Directly Operate" shall mean, with respect to any REO Property,
the
furnishing or rendering of services to the tenants thereof that are
not (within
the meaning of Treasury Regulations Section 1.512(b)-1(c)(5))
customarily
provided to tenants in connection with the rental of space for
occupancy, the
management or operation of such REO Property, the holding of such
REO Property
primarily for sale to customers in the ordinary course of a trade
or business,
the performance of any construction work thereon or any use of such
REO Property
in a trade or business conducted by the Trust Fund, in each case
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
Master Servicer or the Special Servicer on behalf of the Trustee)
shall not be
considered to Directly Operate an REO Property solely because the
Trustee (or
the Master Servicer or the Special Servicer on behalf of the
Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance or makes decisions as to repairs (of the
type that
would be deductible under Section 162 of the Code) or capital
expenditures with
respect to such REO Property.
"Disqualified Organization" shall mean 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 which 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) which 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 Trustee, based upon an
Opinion of Counsel
delivered to the Trustee to the effect that the holding of an
Ownership Interest
in a Class R or Class LR Certificate by such Person may cause (A)
either of the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC or (B)
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 Class R or Class LR Certificate to
such Person.
The terms "United States," "State" and "international organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions.
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Class R or Class LR Certificate, any Non-United States Tax
Person or
agent thereof other than: (1) a Non-United States Tax Person that
(a) holds such
Class R or Class LR Certificate and, for purposes of Treasury
Regulations
Section 1.860G-3(a)(3), is subject to tax under Section 882 of the
Code, (b)
certifies that it understands that, for purposes of Treasury
Regulations Section
1.860E-1(c)(4)(ii), as a holder of such Class R or Class LR
Certificate for
United States federal income tax purposes, it may incur tax
liabilities in
excess of any cash flows generated by such Class R or Class LR
Certificate and
intends to pay taxes associated with holding such Class R or Class
LR
Certificate, and (c) has furnished the Transferor and the Trustee
with an
effective IRS Form W-8ECI or successor form and has agreed to
update such form
as required under the applicable Treasury regulations; or (2) a
Non-United
States Tax Person that has delivered to the Transferor, the Trustee
and the
Certificate Registrar an opinion of nationally recognized tax
counsel to the
effect that (x) the Transfer of such Class R or Class LR
Certificate to it is in
accordance with the requirements of the Code and the regulations
promulgated
thereunder and (y) such Transfer of such Class R or Class LR
Certificate will
not be disregarded for United States federal income tax
purposes.
"Distribution Account" shall mean collectively, the Upper-Tier
Distribution Account, the Lower-Tier Distribution Account and the
Post-ARD
Additional Interest Distribution Account, which may be sub-accounts
of a single
account.
"Distribution Date" shall mean, with respect to any calendar
month,
commencing in April 2007, the fourth Business Day following the
Determination
Date in such calendar month.
"Document Defect" shall mean, with respect to any Mortgage
Loan,
that any document required to be part of the related Mortgage File
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.
"Do Not Hire List" shall mean the list, as may be updated at
any
time, provided by the Depositor to the Master Servicer, Special
Servicer and
Trustee, which lists certain parties identified by the Depositor as
having
materially failed to comply with their respective obligations under
Article XII
of this Agreement or as having materially failed to comply with any
similar
Regulation AB reporting requirements under any pooling and
servicing agreement
relating to any other series of certificates offered by the
Depositor.
"Due Date" shall mean with respect to any Mortgage Loan (and
any
successor REO Mortgage Loan), the day of the month set forth in the
related
Mortgage Note on which each Monthly Payment on such Mortgage Loan
is first
scheduled to be due (without regard to any applicable grace
period).
"Earn-Out Reserve Funds" shall mean Reserve Funds as to which
any
release thereof to the related Borrower is tied to conditions
relating to the
economic performance, value and/or occupancy of the subject
Mortgaged Property.
"EDGAR" shall mean the Electronic Data Gathering, Analysis, and
Retrieval System of the Commission, which is the computer system
for the
receipt, acceptance, review and dissemination of documents
submitted to the
Commission in electronic format.
"Eligible Account" shall mean any of (i) an account maintained
with
a federal or state chartered depository institution or trust
company, the
long-term deposit or long-term unsecured debt obligations of which
are rated no
less than "AA-" by Fitch (or "A+" by Fitch if the short term
unsecured debt
obligations thereof are rated at least "A-1" by Fitch) and "Aa3" by
Moody's (if
the deposits are to be held in the account for more than 30 days),
or the
short-term deposit or short-term unsecured debt obligations of
which are rated
no less than "P-1" by Moody's and "A-1" by Fitch (if the deposits
are to be held
in the account for 30 days or less), in any event at any time funds
are on
deposit therein; (ii) a segregated trust account maintained with a
federal or
state chartered depository institution or trust company acting in
its fiduciary
capacity, which, in the case of a state chartered depository
institution or
trust company is subject to regulations regarding fiduciary funds
on deposit
therein substantially similar to 12 C.F.R. ss. 9.10(b), and which,
in either
case, has a combined capital and surplus of at least $50,000,000
and is subject
to supervision or examination by federal or state authority, and
provided
further that either such depository institution or its parent has
long-term
unsecured debt obligations which are rated at least "Baa3" by
Moody's; (iii) an
account or accounts maintained with PNC (A) so long as PNC's
long-term unsecured
debt rating shall be at least "A1" from Moody's and "A" from Fitch
and its
short-term unsecured debt rating is at least "A-1" from Fitch (if
the deposits
are to be held in the account for more than 30 days) or (B) PNC's
short-term
deposit or short-term unsecured debt rating shall be at least "P-1"
from Moody's
and "A-1" from Fitch (if the deposits are to be held in the account
for 30 days
or less); (iv) for so long as Capmark Finance Inc. is acting as the
Master
Servicer, a segregated trust account or accounts maintained at
Escrow Bank,
Midvale, Utah ("Escrow Bank"), provided that Escrow Bank has
corporate trust
powers, is acting in its fiduciary capacity and is subject to
regulations
regarding fiduciary funds on deposit therein substantially similar
to 12 C.F.R.
ss. 9.10(b); and (v) any other account that is acceptable to the
Rating Agencies
(as evidenced by written confirmation to the Trustee from each
Rating Agency
that the use of such account would not, in and of itself, result in
an Adverse
Rating Event with respect to any Class of Rated Certificates).
"Environmental Insurance Policy" shall mean, with respect to
any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"ERISA" shall mean the Employee Retirement Income Security Act
of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Borrower
for application
toward the payment of real estate taxes, assessments, insurance
premiums
(including with respect to any Environmental Insurance Policy),
ground rents (if
applicable) and similar items in respect of the related Mortgaged
Property.
"Euroclear" shall mean The Euroclear System.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Excess Liquidation Proceeds" shall mean the excess, if any, of
(a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Mortgage Loan or REO Property, over (b) the sum of (i) the
amount
needed to pay all principal, interest (including Additional
Interest (if
applicable) and Default Interest) or Yield Maintenance Charges (as
applicable)
and late payment charges payable with respect to such Mortgage Loan
or related
REO Loan in full (or if such amount relates to an A/B Loan Pair,
the amount
needed to pay off such A/B Loan Pair in full), (ii) any other fees
that would
constitute Additional Master Servicing Compensation and/or
Additional Special
Servicing Compensation, (iii) any related unreimbursed Servicing
Advances, (iv)
all unpaid Advance Interest on any related Advances, and (v) any
related
Liquidation Fee and/or Special Servicing Fees paid or payable in
respect of such
Mortgage Loan or the related REO Loan and (vi) any other Additional
Trust Fund
Expenses paid or payable in respect of such Mortgage Loan.
"Excess Liquidation Proceeds Account" shall mean the account or
sub-account of the Distribution Account created and maintained by
the Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders,
which shall be
entitled "Wells Fargo Bank, N.A. [or the name of any successor
Trustee], as
Trustee, in trust for the registered holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2007-C1, Excess Liquidation Proceeds Account." Any such account
shall be an
Eligible Account and shall be an asset of the Lower-Tier REMIC.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended.
"Exemption-Favored Party" shall mean any of (i) Credit Suisse,
(ii)
any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Credit
Suisse, and (iii)
any member of any underwriting syndicate or selling group of which
any Person
described in clauses (i) and (ii) is a manager or co-manager with
respect to a
Class of Certificates (other than the Class R, Class LR and Class
V
Certificates) that is investment grade rated by at least one Rating
Agency.
"Fair Value" shall have the meaning assigned thereto in Section
3.18(b).
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or
any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Final Distribution Date" shall mean the final Distribution Date
on
which any distributions are to be made on the Certificates as
contemplated by
Section 9.01.
"Final Recovery Determination" shall mean a determination made
by
the Special Servicer, in its reasonable judgment, with respect to
any Specially
Serviced Mortgage Loan or REO Property (other than a Mortgage Loan
that is paid
in full and other than a Mortgage Loan or REO Property, as the case
may be, that
is repurchased or replaced by a Mortgage Loan Seller pursuant to
the related
Mortgage Loan Purchase Agreement, purchased or replaced by the
Column
Performance Guarantor pursuant to the Column Performance Guarantee,
purchased by
the Master Servicer, the Special Servicer or any
Certificateholder(s) of a
Controlling Class pursuant to Section 9.01 or otherwise acquired by
the Sole
Certificateholder(s) in exchange for all the Certificates 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.
"Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence,
"Fitch" shall
be deemed to refer to such other nationally recognized statistical
rating agency
or other comparable Person designated by the Depositor, notice of
which
designation shall be given to the other parties hereto, and
specific ratings of
Fitch, Inc. herein referenced shall be deemed to refer to the
equivalent ratings
of the party so designated; provided, however, that if such
designated party has
not then assigned a rating to a depository institution, insurer or
any other
Person or item, then any failure to satisfy a requirement under
this Agreement
to meet or maintain such equivalent rating shall not be deemed an
Event of
Default or breach of the Servicing Standard solely as a result of
such failure.
References herein to "applicable rating category" (other than such
references to
"highest applicable rating category") shall, in the case of Fitch,
be deemed to
refer to such applicable rating category of Fitch, without regard
to any plus or
minus or other comparable rating qualification.
"Floating Rate Account" shall mean the account, accounts or,
subject
to Section 3.04(i), sub-accounts created and maintained by the
Trustee, pursuant
to Section 3.04(g), in trust for the Class A-MFL
Certificateholders, which,
subject to Section 3.04(i), shall be entitled "Wells Fargo Bank
N.A., as
Trustee, for the benefit of registered holders of Credit Suisse
First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2007-C1, Class A-MFL, Floating Rate Account." Any such account or
sub-account
shall be an Eligible Account or, subject to Section 3.04(i), a
sub-account of an
Eligible Account.
"FNMA" shall mean the Federal National Mortgage Association or
any
successor thereto
"Form 8-K Disclosure Information" shall have the meaning
assigned
thereto in Section 12.09.
"Freddie Mac" shall mean the Federal Home Loan Mortgage
Corporation
or any successor.
"GAAP" shall mean generally accepted accounting principles in
the
United States.
"Global Certificate" shall mean, with respect to any Class of
Non-Registered Certificates, any related Regulation S Global
Certificate or Rule
144A Global Certificate.
"Grantor Trust" shall mean a grantor trust as defined under
subpart
E of Part 1 of subchapter J of the Code.
"Grantor Trust Pool" shall mean the Grantor Trust Pool designated
as
such in Section 2.11.
"Grantor Trust Provisions" shall mean Sections 671-679 of the
Code
(including Treasury Regulations thereunder) and Treasury
Regulations Section
301.7701-4(c).
"Ground Lease" shall mean the ground lease pursuant to which
any
Borrower holds a leasehold interest in the related Mortgaged
Property, together
with any estoppels or other agreements executed and delivered by
the ground
lessor in favor of the lender under the related Mortgage Loans.
"Group Environmental Insurance Policy" shall mean an
Environmental
Insurance Policy that is maintained from time to time in respect of
more than
one Mortgaged Property or REO Property.
"Hazardous Materials" shall mean any dangerous, toxic or
hazardous
pollutants, chemicals, wastes, or substances, including those so
identified
pursuant to CERCLA or any other federal, state or local
environmental related
laws and regulations now existing or hereafter enacted, and
specifically
including asbestos and asbestos-containing materials,
polychlorinated biphenyls
("PCBs"), radon gas, petroleum and petroleum products, urea
formaldehyde and any
substances classified as being "in inventory," "usable work in
process" or
similar classification which would, if classified as unusable, be
included in
the foregoing definition.
"Independent" shall mean, when used with respect to any
specified
Person, any such Person who (i) is in fact independent of the
Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee,
the Controlling Class Representative and any and all Affiliates
thereof, (ii)
does not have any direct financial interest in or any material
indirect
financial interest in any of the Depositor, any Mortgage Loan
Seller, the Master
Servicer, the Special Servicer, the Trustee, the Controlling
Class
Representative or any Affiliate thereof, and (iii) is not connected
with the
Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer,
the Trustee, the Controlling Class Representative or any Affiliate
thereof as an
officer, employee, promoter, underwriter, trustee, partner,
director or Person
performing similar functions; provided, however, that a Person
shall not fail to
be Independent of the Depositor, any Mortgage Loan Seller, the
Master Servicer,
the Special Servicer, the Trustee, the Controlling Class
Representative or any
Affiliate thereof merely because such Person is the beneficial
owner of 1% or
less of any class of debt or equity securities issued by the
Depositor, such
Mortgage Loan Seller, such Master Servicer, such Special Servicer,
the Trustee,
the Controlling Class Representative or any such Affiliate thereof,
as the case
may be, provided such ownership constitutes less than 1% of the
total assets of
such Person.
"Independent Contractor" shall mean: (i) any Person that would be
an
"independent contractor" with respect to the Trust Fund within the
meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate
investment
trust (except that the ownership test set forth in that Section
shall be
considered to be met by any Person that owns, directly or
indirectly, 35% or
more of any Class of Certificates, or such other interest in any
Class of
Certificates as is set forth in an Opinion of Counsel, which shall
be at no
expense to the Trustee, the Master Servicer or the Trust, delivered
to the
Trustee and the Master Servicer), so long as the Trust Fund does
not receive or
derive any income from such Person and provided that the
relationship between
such Person and the Trust Fund is at arm's length, all within the
meaning of
Treasury Regulations Section 1.856-4(b)(5) (except that the Master
Servicer or
the Special Servicer shall not be considered to be an Independent
Contractor
under the definition in this clause (i) unless an Opinion of
Counsel (at the
expense of the party seeking to be deemed an Independent
Contractor) has been
delivered to the Trustee to that effect), or (ii) any other Person
(including
the Master Servicer and the Special Servicer) upon receipt by the
Trustee and
the Master Servicer of an Opinion of Counsel (at the expense of the
party
seeking to be deemed an Independent Contractor), to the effect that
the taking
of any action in respect of any REO Property by such Person,
subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such REO Property to
cease to
qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of
the Code, or cause any income realized in respect of such REO
Property to fail
to qualify as Rents from Real Property.
"Initial Pool Balance" shall mean the aggregate Cut-off Date
Principal Balance of all the Original Mortgage Loans.
"Initial Purchaser" shall mean Credit Suisse, as initial
purchaser
of the Non-Registered Certificates.
"Initial Resolution Period" shall have the meaning assigned
thereto
in Section 2.03(b).
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3)
and (7) of
Rule 501(a) under the Securities Act or any entity in which all of
the equity
owners come within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage Loan
or
REO Property, any hazard insurance policy, flood insurance policy,
title
insurance policy, earthquake insurance policy, Environmental
Insurance Policy,
business interruption insurance policy or other insurance policy
that is
maintained from time to time in respect of such Mortgage Loan (or
the related
Mortgaged Property) or such REO Property, as the case may be.
"Insurance Proceeds" shall mean proceeds paid under any
Insurance
Policy, to the extent such proceeds actually received by the Trust
are not
applied to the restoration of the related Mortgaged Property or REO
Property or
released to the related Borrower or any other third-party in
accordance with
applicable law and/or the terms and conditions of the related
Mortgage Loan
Documents or any other applicable document.
"Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(c).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any Class of Regular
Certificates or
any Uncertificated Lower-Tier Interest, consisting of one of the
following: (i)
a 30/360 Basis; or (ii) an Actual/360 Basis.
"Interest Accrual Period" shall mean, with respect to any Class
of
Regular Certificates (other than the Class A-MFL Certificates), the
Class A-MFL
Regular Interest or Uncertificated Lower-Tier Interests, 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 for any
Distribution Date, the period from and including the Distribution
Date in the
month preceding the month in which the related Distribution Date
occurs (or, in
the case of the first Distribution Date, from and including the
Closing Date)
to, but excluding, the related Distribution Date; except that, if
the Swap
Agreement is terminated and not replaced or if there exists a
continuing payment
default by the Swap Counterparty under the Swap Agreement, then the
Interest
Accrual Period with respect to the Class A-MFL Certificate for any
Distribution
Date will be the same as the Interest Accrual Period for the Class
A-MFL Regular
Interest. Each Interest Accrual Period with respect to any Class of
Regular
Certificates (other than the Class A-MFL Certificates) and the
Class A-MFL
Regular Interest shall be deemed for purposes of this definition to
consist of
30 days. Each Interest Accrual Period with respect to the Class
A-MFL
Certificates shall be based upon the actual number of days in the
related
Interest Accrual Period; except that, if the Swap Agreement is
terminated and
not replaced or if there exists a continuing payment default by the
Swap
Counterparty under the Swap Agreement, then any Interest Accrual
Period with
respect to the Class A-MFL Certificates will also be deemed to
consist of 30
days.
"Interest Only Certificates" shall mean the Class A-X and Class
A-SP
Certificates.
"Interest Reserve Account" shall mean the segregated account or
sub-account created and maintained by the Trustee pursuant to
Section 3.04(c) in
trust for the Certificateholders, which shall be entitled "Wells
Fargo Bank,
N.A. [or the name of any successor Trustee], as Trustee, in trust
for the
registered holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1,
Interest Reserve
Account." The Interest Reserve Account shall be an asset of the
Lower-Tier
REMIC.
"Interest Reserve Amount" shall mean, with respect to each
Interest
Reserve Mortgage Loan and each Distribution Date that occurs during
the month of
February of 2008 and each year thereafter or during the month of
January of 2009
and each year thereafter that is not a leap year (unless, in either
case, the
related Distribution Date is the Final Distribution Date), an
amount equal to
one day's interest at the related Net Mortgage Rate on the Stated
Principal
Balance of such Interest Reserve Mortgage Loan as of the end of the
related
Collection Period (but prior to the application of any amounts due
on such Due
Date), to the extent that a Monthly Payment is received in respect
thereof for
such Due Date on or before the related Master Servicer Remittance
Date or a P&I
Advance is made in respect thereof for such Due Date on the related
Master
Servicer Remittance Date.
"Interest Reserve Mortgage Loan" shall mean any Actual/360
Mortgage
Loan (or successor REO Mortgage Loan).
"Interest Shortfall" shall mean, as to any Distribution Date and
any
Class of Regular Certificates, when the amount distributed on such
Distribution
Date in respect of interest is less than the Optimal Interest
Distribution
Amount.
"Interest Shortfall Amount" shall mean, as to any Distribution
Date
and any Class of Regular Certificates (other than the Class A-MFL
Certificates)
or the Class A-MFL Regular Interest, the amount, if any, by which
the amount
distributed on such Class on such Distribution Date in respect of
interest is
less than the related Optimal Interest Distribution Amount.
"Interested Person" shall mean the Depositor, the Master
Servicer,
the Special Servicer, any Independent Contractor engaged by the
Special
Servicer, any Holder of a Certificate or any Affiliate of any such
Person.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Company Act" shall mean the Investment Company Act
of
1940, as amended.
"IRS" shall mean the Internal Revenue Service or any successor.
"Issue Price" shall mean, with respect to each Class of
Certificates, the "issue price" as defined in the REMIC
Provisions.
"Late Collections" shall mean: (a) with respect to any Mortgage
Loan, all amounts (except Default Charges) received by or on behalf
of the Trust
thereon during any Collection Period, whether as payments,
Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late
collections of the principal and/or interest portions of a Monthly
Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in
respect of such
Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period or
on a Due Date during or prior to March 2007, and not previously
recovered; and
(b) with respect to any REO Mortgage Loan, all amounts (except
Default Charges)
received by or on behalf of the Trust in connection with the
related REO
Property during any Collection Period, whether as Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which
represent late collections of the principal and/or interest
portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in
respect of the predecessor Mortgage Loan or late collections of the
principal
and/or interest portions of an Assumed Monthly Payment in respect
of such REO
Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period,
and not previously recovered.
"Latest Possible Maturity Date" shall mean, with respect to any
Class of Regular Certificates, Uncertificated Lower-Tier Interests
or the Class
A-MFL Regular Interest, the date designated as the "latest possible
maturity
date" thereof solely for purposes of satisfying Treasury
Regulations Section
1.860G-1(a)(4)(iii).
"Letter of Credit" shall mean, with respect to any Mortgage
Loan,
any third-party letter of credit delivered by or at the direction
of the
Borrower pursuant to the terms of such Mortgage Loan in lieu of
the
establishment of, or deposit otherwise required to be made into, a
Reserve Fund.
"LIBOR" shall mean, with respect to the Class A-MFL
Certificates,
the LIBOR rate referred to under the heading "Floating Rate Option"
in the Swap
Agreement.
"Liquidation Event" shall mean: (a) with respect to any
Mortgage
Loan, any of the following events-(i) such Mortgage Loan is paid in
full, (ii) a
Final Recovery Determination is made with respect to such Mortgage
Loan, (iii)
such Mortgage Loan is repurchased or replaced by a Mortgage Loan
Seller pursuant
to the related Mortgage Loan Purchase Agreement or purchased or
replaced by the
Column Performance Guarantor pursuant to the Column Performance
Guarantee, in
each case as contemplated by Section 2.03, (iv) such Mortgage Loan
is purchased
by the Special Servicer, any Certificateholder(s) of a Controlling
Class or any
assignee of the foregoing pursuant to Section 3.18 or by the Master
Servicer,
the Special Servicer or any Certificateholder(s) of the Controlling
Class
pursuant to Section 3.18 or Section 9.01, (v) the purchase of the
related
Mortgage Loan by the related mezzanine lender pursuant to the
related mezzanine
intercreditor agreement, (vi) in the case of any A/B Loan Pair, the
purchase of
the related A Loan by the related B Loan Holder pursuant to the
related A/B
Intercreditor Agreement, or (vii) such Mortgage Loan is acquired by
the Sole
Certificateholder(s) in exchange for all of the Certificates
pursuant to Section
9.01; and (b) with respect to any REO Property (and the related REO
Mortgage
Loan), any of the following events-(i) a Final Recovery
Determination is made
with respect to such REO Property, (ii) such REO Property is
purchased by the
Master Servicer, the Special Servicer or any Certificateholder(s)
of the
Controlling Class pursuant to Section 9.01, or (iii) such REO
Property is
acquired by the Sole Certificateholder(s) in exchange for all of
the
Certificates pursuant to Section 9.01.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in connection with the liquidation
of any
Specially Serviced Mortgage Loan or REO Property pursuant to
Section 3.09 or
Section 3.18 or final payoff of a Corrected Mortgage Loan
(including legal fees
and expenses, committee or referee fees and, if applicable,
brokerage
commissions and conveyance taxes, any Liquidation Fee or Workout
Fee associated
with a final payoff of a Corrected Mortgage Loan and any other
unreimbursed
Additional Trust Fund Expenses associated with such Mortgage
Loan).
"Liquidation Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan or REO Property (other than any Specially
Serviced
Mortgage Loan or REO Property that is (i) purchased by the Special
Servicer or
any Certificateholder(s) of a Controlling Class or any assignee of
the foregoing
pursuant to Section 3.18; provided that if any such party assigns
its Purchase
Option to an unaffiliated third party without any consideration
therefor (other
than nominal consideration), a Liquidation Fee shall be payable
pursuant to
Section 3.11, (ii) purchased by the Master Servicer, the Special
Servicer or any
Certificateholder(s) of the Controlling Class pursuant to Section
9.01, (iii)
acquired by the Sole Certificateholder(s) in exchange for all of
the
Certificates pursuant to Section 9.01, (iv) purchased by the
related B Loan
Holder pursuant to the related A/B Intercreditor Agreement so long
as such
Specially Serviced Mortgage Loan or REO Property is purchased
within 90 days of
the right to purchase arising (or such shorter time period as may
be specified
in such related A/B Intercreditor Agreement), (v) repurchased or
replaced no
later than the end of the applicable Initial Resolution Period and
any
applicable Resolution Extension Period, as a result of a Material
Breach or a
Material Document Defect, by a Mortgage Loan Seller pursuant to the
related
Mortgage Loan Purchase Agreement or by the Column Performance
Guarantor pursuant
to the Column Performance Guarantee, or (vi) the actual purchase of
a Mortgage
Loan by a mezzanine lender pursuant to the terms of any related
intercreditor
agreement within 90 days (or, with respect to any such Mortgage
Loan, any
shorter time frame as set forth in the related intercreditor
agreement) of such
Mortgage Loan becoming specially serviced to the extent not
collected from the
related mezzanine lender pursuant to the related intercreditor
agreement) the
fee designated as such and payable to the Special Servicer pursuant
to the third
paragraph of Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each
Specially
Serviced Mortgage Loan or REO Property as to which a Liquidation
Fee is payable,
1.0% (100 basis points).
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues)
actually received by
the Trust in connection with: (i) the liquidation of a Mortgaged
Property or
other collateral constituting security for a defaulted Mortgage
Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Borrower in
accordance
with applicable law and/or the terms and conditions of the related
Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment
obtained against
a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the
Special
Servicer, any Certificateholder(s) of a Controlling Class or any
assignee of the
foregoing pursuant to Section 3.18; (iv) the repurchase of a
Mortgage Loan by a
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement or
the purchase of a Column Mortgage Loan by the Column Performance
Guarantor
pursuant to the Column Performance Guarantee; (v) the substitution
of one or
more Replacement Mortgage Loans for a Deleted Mortgage Loan by a
Mortgage Loan
Seller pursuant to the related Mortgage Loan Purchase Agreement or
by the Column
Performance Guarantor pursuant to the Column Performance Guarantee
(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 Certificateholder(s) of the Controlling Class pursuant to
Section 9.01;
(vii) the acquisition of any Mortgage Loan or REO Property by the
Sole
Certificateholder(s) in exchange for all the Certificates pursuant
to Section
9.01; (viii) the purchase of an A Loan by the related B Loan Holder
pursuant to
the related A/B Intercreditor Agreement or (ix) the purchase of a
Mortgage Loan
by the related mezzanine lender pursuant to the related mezzanine
intercreditor
agreement. Except for the purposes of Section 3.11(c), "Liquidation
Proceeds"
shall also include any payments to the Trust by a Mortgage Loan
Seller or the
Column Performance Guarantor as contemplated by the second
paragraph of Section
2.03(b), and any amounts transferred from a Purchase Price Security
Deposit
Account to the Collection Account pursuant to Section 2.03(b) and
from a Special
Reserve Account to the Collection Account pursuant to Section
2.03(d).
"Loan Group" shall mean either of Loan Group No. 1 or Loan Group
No.
2.
"Loan Group No. 1" shall mean, collectively, all of the
Mortgage
Loans that are identified on the Mortgage Loan Schedule as
belonging to Loan
Group No. 1 and any successor REO Mortgage Loans with respect
thereto.
"Loan Group No. 2" shall mean, collectively, all of the
Mortgage Loans that are identified on the Mortgage Loan Schedule
as
belonging to Loan Group No. 2 and any successor REO Mortgage Loans
with
respect thereto.
"Loan-to-Value Ratio" shall mean, with respect to any Mortgage
Loan,
as of any date of determination, the fraction, expressed as a
percentage, the
numerator of which is the principal balance of such Mortgage Loan
(or, in the
case of any A Loan, of the A/B Loan Pair) at the time of
determination, and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"LOC Cash Reserve" shall have the meaning assigned thereto in
the
definition of "Mortgage File."
"Lower-Tier Distribution Account" shall mean the account,
accounts
or sub-accounts created and maintained by the Trustee, pursuant to
Section
3.04(b), in trust for the Certificateholders, which shall be
entitled "Wells
Fargo Bank, N.A., as Trustee, for the benefit of the registered
holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2007-C1, Lower-Tier Distribution
Account." Any
such account or accounts shall be an Eligible Account or a
subaccount of an
Eligible Account.
"Lower-Tier Distribution Amount" shall have the meaning
assigned
thereto in Section 4.01.
"Lower-Tier Principal Amount" shall mean, with respect to any
Class
of Uncertificated Lower-Tier Interests, (i) on or prior to the
first
Distribution Date, an amount equal to the Original Lower-Tier
Principal Amount
of such Class as specified in the Preliminary Statement hereto, and
(ii) as of
any date of determination after the first Distribution Date, an
amount equal to
the Class Principal Balance of the Class of Related Certificates on
the
Distribution Date immediately prior to such date of determination
(determined
after taking into account any distributions made on such
Distribution Date
pursuant to Section 4.01(a) and (b) and any Realized Loss allocated
to such
Class pursuant to Section 4.04).
"Lower-Tier REMIC" shall mean, one of two separate REMICs
comprising
the Trust Fund, the assets of which consist of the Mortgage Loans
(exclusive of
Post-ARD Additional Interest), any REO Property with respect
thereto (exclusive
of any interest therein that a B Loan Holder may have), such
amounts as shall
from time to time be held in any Collection Account, the Interest
Reserve
Account, any REO Account (exclusive of any such amounts that are
allocable to a
B Loan), the Excess Liquidation Proceeds Account (exclusive of any
such amounts
that are allocable to a B Loan), if any, the Lower-Tier
Distribution Account,
any A/B Loan Pair Custodial Account (exclusive of any such amounts
that are
allocable to a B Loan) and, except as otherwise provided in this
Agreement, all
other property included in the Trust Fund (other than Post-ARD
Additional
Interest and the Post-ARD Additional Interest Distribution Account)
that is not
in the Upper-Tier REMIC or the Grantor Trust Pool.
"Majority Controlling Class Certificateholder" shall mean, as of
any
date of determination, any single Holder or group of Holders of
Certificates
representing a majority of the Voting Rights allocated to the Class
of Principal
Balance Certificates that constitutes, or the Classes of Principal
Balance
Certificates that constitute, the Controlling Class as of such date
of
determination.
"Master Servicer" shall mean Capmark, in its capacity as master
servicer with respect to the Mortgage Pool and any related REO
Properties
hereunder, or any successor master servicer with respect to the
Mortgage Pool
and any related REO Properties appointed as provided herein.
"Master Servicer Remittance Amount" shall mean, with respect to
the
Master Servicer for any Master Servicer Remittance Date, an amount
equal to (a)
all amounts on deposit in such Master Servicer's Collection 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
payments of principal (including Principal Prepayments) and
interest (including
Post-ARD Additional Interest), Insurance Proceeds, Condemnation
Proceeds and
Liquidation Proceeds received by or on behalf of the Trust after
the end of the
related Collection Period, (iii) any Yield Maintenance Charges
received by or on
behalf of the Trust after the end of the related Collection Period,
(iv) any
Excess Liquidation Proceeds, (v) any amounts payable or
reimbursable to any
Person from such Collection Account pursuant to clauses (ii)
through (xxii),
(xxiv) and (xxvii) of Section 3.05(a), and (vi) any amounts
deposited in such
Collection Account in error; provided that the Master Servicer
Remittance
Amount, with respect to the Master Servicer, for the Master
Servicer Remittance
Date that occurs in the same calendar month as the anticipated
Final
Distribution Date shall be calculated without regard to clauses
(b)(i), (b)(ii)
and (b)(iii) of this definition.
"Master Servicer Remittance Date" shall mean the Business Day
preceding each Distribution Date commencing in April 2007.
"Master Servicing Fee" shall mean, with respect to each
Mortgage
Loan and REO Mortgage Loan, the fee designated as such and payable
to the Master
Servicer pursuant to Section 3.11(a), which Master Servicing Fee
shall include
any Primary Servicing Fee.
"Master Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan and any successor REO Mortgage Loan, the rate per
annum specified
with respect to such Mortgage Loan under the heading "Master
Servicing Fee Rate"
in the Mortgage Loan Schedule.
"Material Breach" shall mean: (a) with respect to any Mortgage
Loan,
any Breach that materially and adversely affects the value of, or
the interests
of any Certificateholder in, such Mortgage Loan or the value of the
related
Mortgaged Property; and (b) with respect to any REO Property, any
Breach that
materially and adversely affects the value of, or the interests of
any
Certificateholder in, such REO Property.
"Material Document Defect" shall mean: (a) with respect to any
Mortgage Loan, any Document Defect that materially and adversely
affects the
value of, or the interests of any Certificateholder in, such
Mortgage Loan or
the value of the related Mortgaged Property; and (b) with respect
to any REO
Property, any Document Defect that materially and adversely affects
the value
of, or the interests of any Certificateholder in, such REO
Property; provided
that, without limiting the generality of the foregoing, the absence
of a
Specially Designated Mortgage Loan Document shall automatically be
a Material
Document Defect with respect to the affected Mortgage Loan.
"Midland" shall have the meaning assigned thereto in the
Preliminary
Statement to this Agreement.
"Modified Mortgage Loan" shall mean any Mortgage Loan as to
which
any Servicing Transfer Event has occurred and which has been
modified by the
Special Servicer pursuant to Section 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing Monthly
Payments
current with respect to such Mortgage Loan and/or extending the
maturity
date for the Mortgage Loan for less than six months);
(b) except as expressly contemplated by the related Mortgage
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) of the property to be released, as
determined
by an Appraisal delivered to the Special Servicer (at the
expense of
the related Borrower and upon which the Special Servicer may
conclusively rely); or
(c) in the reasonable judgment of the Special Servicer,
otherwise
materially
impairs the security for such Mortgage Loan or materially
reduces
the likelihood of timely payment of amounts due thereon.
"Monthly Interest Distribution Amount" shall mean, with respect
to
any Distribution Date and any Class of Regular Certificates (other
than the
Class A-X and Class A-SP Certificates) and the Class A-MFL Regular
Interest, the
amount of interest accrued for the related Interest Accrual Period
at the
related Pass-Through Rate on the Class Principal Balance of such
Class as of
such Distribution Date, reduced by such Class's pro rata share
(based on accrued
interest) of the Net Aggregate Prepayment Interest Shortfall. As to
any
Distribution Date and the Class A-X and Class A-SP Certificates,
the amount of
interest accrued during the related Interest Accrual Period at the
Pass-Through
Rate thereof on the Class Notional Amount thereof as of such
Distribution Date,
reduced by such Class's pro rata share (based on accrued interest)
of the Net
Aggregate Prepayment Interest Shortfall for such Distribution Date.
The Monthly
Interest Distribution Amount for each such Class (other than the
Class A-MFL
Certificates) shall be calculated on the basis of a 360-day year
composed of
twelve 30-day months. The Monthly Interest Distribution Amount for
the Class
A-MFL Certificates for any Distribution Date, for so long as the
Swap Agreement
is in effect and no payment default by the Swap Counterparty exists
under the
Swap Agreement, shall be calculated on the basis of the actual
number of days in
that Interest Accrual Period and the assumption that each year
consists of 360
days, except that, if the Swap Agreement is terminated and not
replaced or if
there exists a continuing payment default by the Swap Counterparty
under the
Swap Agreement, then the calculation with respect to the Class
A-MFL
Certificates will be on the same basis as the Class A-MFL Regular
Interest.
"Monthly Payment" shall mean, with respect to any Mortgage Loan
as
of any Due Date, the scheduled monthly payment (or, in the case of
an ARD
Mortgage Loan after its Anticipated Repayment Date, the minimum
required monthly
payment) of principal and/or interest on such Mortgage Loan,
including any
Balloon Payment, that is actually payable by the related Borrower
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, insolvency or similar
proceeding
involving the related Borrower 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); provided that the Monthly Payment due in
respect of
any ARD Mortgage Loan after its Anticipated Repayment Date shall
not include
Post-ARD Additional Interest.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such rating agency nor any
successor remains
in existence, "Moody's" shall be deemed to refer to such other
nationally
recognized statistical rating agency or other comparable Person
designated by
the Depositor, notice of which designation shall be given to the
other parties
hereto, and specific ratings of Moody's Investors Service, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated; provided, however, that if such designated party has
not then
assigned a rating to a depository institution, insurer or any other
Person or
item, then any failure to satisfy a requirement under this
Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of
Default or
breach of the Servicing Standard solely as a result of such
failure. References
herein to "applicable rating category" (other than such references
to "highest
applicable rating category") shall, in the case of Moody's, be
deemed to refer
to such applicable rating category of Moody's, without regard to
any plus or
minus or other comparable rating qualification.
"Mortgage" shall mean, with respect to any Mortgage Loan,
separately
and collectively, as the context may require, each mortgage, deed
of trust, deed
to secure debt or similar document that secures the related
Mortgage Note and
creates a lien on the related Mortgaged Property.
"Mortgage File" shall mean, with respect to any Mortgage Loan,
subject to Sections 1.04 and 2.01, the following documents on a
collective
basis:
(i) the original
Note (or a lost note affidavit and indemnity),
bearing, or accompanied by, all prior and intervening
endorsements or assignments showing a complete chain of
endorsement, assignment or allonge from the applicable
Mortgage Loan Originator either in blank or to the Mortgage
Loan Seller, and further endorsed (at the direction of the
Depositor given pursuant to the Mortgage Loan Purchase
Agreement) by the Mortgage Loan Seller, on its face or by
allonge attached thereto, without recourse, in blank or to the
order of the Trustee in the following form: "Pay to the order
of Wells Fargo Bank, N.A., as trustee for the registered
Holders of
Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2007-C1, without recourse";
(ii) a duplicate
original Mortgage or a counterpart thereof, or if
such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy
thereof from the applicable recording office, and originals or
counterparts (or originals or copies of certified copies from
the applicable recording office) of any intervening
assignments thereof from the related Mortgage Loan Originator
to the Mortgage Loan Seller, in each case in the form
submitted for recording or, if recorded, 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 or certified as to recording by the
applicable recording office;
(iv) an original
executed assignment of the Mortgage, in blank or
in favor of Wells Fargo, as trustee for the registered holders
of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1,
in recordable form (except for any missing recording
information with respect to such Mortgage);
(v) an original
executed assignment of any related Assignment of
Leases (if such item is a document separate from the
Mortgage), in blank or in favor of Wells Fargo, as trustee for
the registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2007-C1, in recordable form (except for
any missing recording information with respect to such
Assignment of Leases);
(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 or certified as to recording by
the applicable recording office if the instrument being
modified or assumed is a recordable document;
(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 title
insurer or its authorized agent either on its face or by an
acknowledged closing instruction or escrow letter with the
original title insurance policy delivered by September 30,
2008;
(viii) certified or other copies of all UCC Financing Statements
and
continuation statements which show the filing or recording
thereof or copies thereof in the form submitted for filing or
recording sufficient to perfect (and maintain the perfection
of) the security interest held by the Mortgage Loan Originator
(and each assignee of record prior to the Trustee) in and to
the personalty of the Borrower at the Mortgaged Property that
is described in the related Mortgage or a separate security
agreement, and original UCC Financing Statement assignments in
a form suitable for filing or recording, sufficient to
transfer such to the Trustee;
(ix) an original or
copy of any related Loan Agreement (if separate
from the related Mortgage) and an original or copy of any
related lock-box agreement or cash collateral agreement (if
separate from the related Mortgage and Loan Agreement;
(x) the original
or a copy of any power of attorney, guaranty, or
cash management agreement relating to such Mortgage Loan;
(xi) any original
documents (including any Letter(s) of Credit)
evidencing or constituting Additional Collateral and, if
applicable, the originals or copies of any amendments or
intervening assignments thereof, provided that in connection
with the delivery of the Mortgage File to the Trust, the
original of each Letter of Credit (and any related amendment
or assignment) shall be delivered to the Master Servicer and a
copy thereof shall be delivered to the Trustee or a Custodian
on its behalf;
(xii) the original or a copy of any security agreement relating
to
Additional Collateral and an executed assignment thereof in
blank or in favor of Wells Fargo, as trustee, for the
registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2007-C1,
in recordable form;
(xiii) the original or a copy of any intercreditor agreement
(including any A/B Intercreditor Agreement), subordination
agreement, standstill agreement, co-lender agreement or
similar agreement relating to such Mortgage Loan together
with, if the Mortgage Loan is an A Loan, a copy of the
promissory note for the related B Loan and, with respect to
any debt of a Borrower or mezzanine borrower permitted under
the Mortgage Loan, copies of any related mezzanine loan
documents or preferred equity documents;
(xiv) any environmental insurance policies and any
environmental
guaranty or indemnity agreements or copies thereof;
(xv) the original or
copy of any Ground Lease, Ground Lease
estoppels and any amendments thereto, if any;
(xvi) the original or copy of any property management agreement
(provided that no property management agreement shall be
required to be part of the Mortgage File, if an original or
copy of such property management agreement is included in the
related Servicing File);
(xvii) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer or assignment documents;
(xviii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(xix) the checklist of the related Mortgage Loan Documents, if
any,
that is included in the Mortgage File for the related Mortgage
Loan;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian or, if
applicable, the Master
Servicer on its behalf such term shall be deemed not to include
such documents
and instruments required to be included therein unless they are
actually so
received; and provided, further, that the Mortgage File for any
Mortgage Loan
need not include any Letter of Credit referred to in item (xi) of
this
definition if, in lieu thereof, the related Mortgage Loan Seller
has, on behalf
of the related Borrower, either (1) delivered to the Trustee a
substitute letter
of credit, in the same amount and with the same draw conditions and
renewal
rights as, and otherwise substantially similar to, that Letter of
Credit and
issued by an obligor that meets any criteria in the related
Mortgage Loan
Documents applicable to the issuer of that Letter of Credit or (2)
delivered to
the Master Servicer a cash reserve in an amount equal to the amount
of that
Letter of Credit (the "LOC Cash Reserve"), which substitute letter
of credit can
be drawn on, or which cash reserve can be applied, to cover the
same items as
that Letter of Credit was intended to cover. If any B Loan is being
serviced and
administered in accordance herewith, the Mortgage File for the
related A Loan
shall also constitute the Mortgage File for such B Loan.
"Mortgage Loan" shall mean each of the Original Mortgage Loans
and
Replacement Mortgage Loans that are from time to time held in the
Trust Fund,
including any such Original Mortgage Loan or Replacement Mortgage
Loan that has
been wholly or partially defeased. As used herein, the term
"Mortgage Loan"
includes the related Mortgage Loan Documents.
"Mortgage Loan Documents" shall mean, with respect to any
Mortgage
Loan, the documents included or required to be included, as the
context may
require, in the related Mortgage File and Servicing File.
"Mortgage Loan Purchase Agreement" shall mean any of the Column
Mortgage Loan Purchase Agreement and the Capmark Mortgage Loan
Purchase
Agreement.
"Mortgage Loan Schedule" shall mean, collectively, the two
schedules
of Mortgage Loans attached hereto as Exhibit B-1A and Exhibit
B-1B,
respectively, as any such schedule may be amended from time to time
in
accordance with this Agreement, collectively, which list sets forth
the
following information with respect to each Mortgage Loan:
(i) the
loan number (as specified in Exhibit A-1 to the
Prospectus Supplement);
(ii) the property name;
(iii) the street address (including city, state and zip code)
of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at the Cut-off Date;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) remaining term to stated maturity, (b) Maturity
Date and (c) with respect to each ARD Mortgage Loan, the
Anticipated
Repayment Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(xi) the number of units, pads, rooms or square footage with
respect to the Mortgaged Property;
(xii) the Interest Accrual Period;
(xiii) the applicable Master Servicing Fee Rate (and, in the
case of the Column Mortgage Loans, any applicable Primary
Servicing
Fee Rate);
(xiv) the Due Date;
(xv) whether such loan is an ARD Mortgage Loan;
(xvi) whether the Mortgage Loan is subject to
lockout/defeasance;
(xvii) whether the related Mortgaged Property was covered by
earthquake insurance at the time of origination, or if the
related
Mortgage Loan Documents require such insurance;
(xviii) whether such Mortgage Loan has the benefit of an
Environmental Insurance Policy;
(xix) whether such Mortgage Loan is secured by the related
Borrower's interest in Ground Leases;
(xx) whether such Mortgage Loan is secured by a Letter of
Credit; and
(xxi) which Loan Group includes such Mortgage Loan.
Such Mortgage Loan Schedule also shall set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Mortgage Loans.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Mortgage Loan Seller" shall mean the Column Mortgage Loan Seller
or
the Capmark Mortgage Loan Seller.
"Mortgage Note" shall mean the original executed note evidencing
the
indebtedness of a Borrower under a Mortgage Loan, together with any
rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loans, collectively, as of any particular
date of
determination.
"Mortgage Rate" shall mean, with respect to any Mortgage Loan
(and
any successor REO Mortgage Loan), the annualized rate at which
interest is
scheduled (in the absence of a default) to accrue on such Mortgage
Loan from
time to time in accordance with the related Mortgage Note and
applicable law, as
such rate may be modified in connection with a bankruptcy,
insolvency or similar
proceeding involving the related Borrower or by the Master Servicer
or the
Special Servicer in accordance with Section 3.20. In the case of
each of the ARD
Mortgage Loans, the related Mortgage Rate will be subject to
increase in
accordance with the related Mortgage Note if the particular
Mortgage Loan is not
paid in full by its Anticipated Repayment Date.
"Mortgaged Property" shall mean, 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 Mortgage Loan. With respect to any Cross-Collateralized
Mortgage Loan, if
and when the context may require, "Mortgaged Property" shall mean,
collectively,
all the mortgaged real properties (together with all improvements
and fixtures
thereon) securing the relevant Cross-Collateralized Group.
"Mortgagee" shall mean the holder of legal title to any
Mortgage
Loan, together with any third parties through which such holder
takes actions
with respect to such Mortgage Loan.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a)
the aggregate
of all Prepayment Interest Shortfalls incurred in connection with
the receipt of
Principal Prepayments on the Mortgage Loans during the related
Collection
Period, exceeds (b) the amount of any Compensating Interest Payment
remitted by
the Master Servicer pursuant to Section 3.19(a) on the Master
Servicer
Remittance Date related to such Distribution Date.
"Net Assumption Application Fee" shall have the meaning
assigned
thereto in Section 3.08.
"Net Assumption Fee" shall have the meaning assigned thereto in
Section 3.08.
"Net Default Charges" shall mean, with respect to any Mortgage
Loan
or REO Mortgage Loan, the Default Charges referred to in clause
Fourth of
Section 3.26(a), which are payable to the Master Servicer as
Additional Master
Servicing Compensation or the Special Servicer as Additional
Special Servicing
Compensation.
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any Collection Period, the amount, if any, by which the
aggregate of
all interest and other income realized during such Collection
Period in
connection with the investment of funds held in such Investment
Account for the
benefit of the Master Servicer, the Special Servicer or the
Trustee, as
applicable, in accordance with Section 3.06, exceeds the aggregate
of all
losses, if any, incurred during such Collection Period in
connection with the
investment of such funds for the benefit of such Master Servicer,
such Special
Servicer or the Trustee, as applicable, in accordance with Section
3.06 (other
than losses of what would otherwise have constituted interest or
other income
earned on such funds).
"Net Investment Loss" shall mean, with respect to any
Investment
Account for any Collection Period, the amount by which the
aggregate of all
losses, if any, incurred during such Collection Period in
connection with the
investment of funds held in such Investment Account for the benefit
of the
Master Servicer, the Special Servicer or the Trustee, as
applicable, in
accordance with Section 3.06 (other than losses of what would
otherwise have
constituted interest or other income earned on such funds), exceeds
the
aggregate of all interest and other income realized during such
Collection
Period in connection with the investment of such funds for the
benefit of such
Master Servicer, such Special Servicer or the Trustee, as
applicable, in
accordance with Section 3.06; provided that, in the case of any
Investment
Account and any particular investment of funds in such Investment
Account, Net
Investment Loss shall not include any loss with respect to such
investment which
is incurred solely as a result of the insolvency of the federal or
state
chartered depository institution or trust company that holds such
Investment
Account, so long as such depository institution or trust company
(i) satisfied
the qualifications set forth in the definition of Eligible Account
both at the
time such investment was made and also as of a date not more than
30 days prior
to the date of such loss and (ii) was not such Master Servicer,
such Special
Servicer, such Trustee or any Affiliate thereof, as applicable.
"Net Liquidation Proceeds" shall mean the excess, if any, of
all
Liquidation Proceeds actually received by the Trust with respect to
any
Specially Serviced Mortgage Loan or REO Property, over the amount
of all
Liquidation Expenses incurred with respect thereto and all related
Servicing
Advances reimbursable therefrom.
"Net Mortgage Pass-Through Rate" shall mean:
(A) With respect to any Mortgage Loan (or any successor REO
Mortgage
Loan with respect thereto) that accrues interest on a 30/360 Basis,
for any
Distribution Date, an annual rate equal to the original Net
Mortgage Rate for
such Mortgage Loan; and
(B) With respect to any Mortgage Loan (or any successor REO
Mortgage
Loan with respect thereto) that accrues interest on an Actual/360
Basis, for any
Distribution Date, an annual rate generally equal to twelve times a
fraction,
expressed as a percentage:
(1) the
numerator of which fraction is, subject to adjustment as
described below in this definition, an amount of interest
equal to the product of (a) the number of days in the related
Interest Accrual Period (disregarding the last sentence of the
definition of Interest Accrual Period), multiplied by (b) the
Stated Principal Balance of such Mortgage Loan (or such REO
Mortgage Loan) immediately preceding such Distribution Date,
multiplied by (c) 1/360, multiplied by (d) the Original Net
Mortgage Rate for such Mortgage Loan; and
(2) the
denominator of which is the Stated Principal Balance of
such Mortgage Loan (or such REO Mortgage Loan) immediately
preceding that Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2007 (unless the Final Distribution Date occurs in
such month),
then the amount of interest referred to in the fractional numerator
described in
clause (B)(1) above will be decreased to reflect any Withheld
Amounts with
respect to the subject Mortgage Loan (or REO Mortgage Loan)
transferred from the
Distribution Account to the Interest Reserve Account in such
calendar month.
Furthermore, if the subject Distribution Date occurs during March
of any year
subsequent to 2007 (or February, if the Final Distribution Date
occurs in such
month), then the amount of interest referred to in the fractional
numerator
described in clause (B)(1) above will be increased to reflect any
Withheld
Amounts with respect to the subject Mortgage Loan (or REO Mortgage
Loan)
transferred from the Interest Reserve Account to the Distribution
Account for
distribution on such Distribution Date.
"Net Mortgage Rate" shall mean, with respect to any Mortgage
Loan
(or successor REO Mortgage Loan), the rate per annum equal to (a)
the related
Mortgage Rate minus (b) (i) the related Administrative Fee Rate and
(ii) in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date,
the related
Post-ARD Additional Interest Rate.
"New Lease" shall mean any lease of an REO Property entered into
at
the direction of the Special Servicer on behalf of the Trust,
including any
lease renewed, modified or extended on behalf of the
Certificateholders, if the
Special Servicer has the right to renegotiate the terms of such
lease.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance
or Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean the portion of any
P&I
Advance previously made or proposed to be made in respect of a
Mortgage Loan or
an REO Mortgage Loan (including any P&I Advance that
constitutes a
Workout-Delayed Reimbursement Amount) which, in the judgment (in
accordance with
the Servicing Standard in the case of judgment by the Master
Servicer or the
Special Servicer) of the Master Servicer, the Special Servicer or
the Trustee,
as applicable, will not be ultimately recoverable, together with
any accrued and
unpaid interest thereon (paid at the Reimbursement Rate), from Late
Collections
or any other recovery on or in respect of such Mortgage Loan or REO
Mortgage
Loan. "Nonrecoverable P&I Advance" shall also include any
Workout-Delayed
Reimbursement Amounts when the Person making such determination in
accordance
with the procedures specified herein for Nonrecoverable Servicing
Advances or
Nonrecoverable P&I Advances, as applicable, has determined that
such amounts
constitute Nonrecoverable Advances. The determination by the Master
Servicer,
the Special Servicer or the Trustee, as applicable, that it has
made (or, in the
case of a determination made by the Special Servicer, that the
Master Servicer
or Trustee has made) a Nonrecoverable P&I Advance or that any
proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee
and the
Special Servicer, in the case of the Master Servicer, (ii) to the
Master
Servicer and the Trustee in the case of the Special Servicer, (iii)
to the
Depositor, the Master Servicer and the Special Servicer, in the
case of the
Trustee, and (iv) in each case, to the Controlling Class
Representative, each B
Loan Holder or its designee (if any A/B Loan Pair or any related
REO Mortgage
Loan is involved) and to any Requesting Subordinate
Certificateholder (at the
expense of such Requesting Subordinate Certificateholder) setting
forth such
determination of nonrecoverability and the considerations of the
Master
Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis
of such determination (which shall include but shall not be limited
to
information, to the extent available, such as related income and
expense
statements, rent rolls, occupancy status, property inspections, and
shall
include an Appraisal (provided that if an Appraisal has been
obtained within the
past 12 months, no new Appraisal is required) of the related
Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be
advanced by
the Master Servicer as a Servicing Advance). Such Officer's
Certificate shall be
accompanied by the Appraisal and all other supporting documentation
relevant to
the subject parties' nonrecoverability determination. The Trustee
shall be
entitled to conclusively rely on the Master Servicer's
determination that a P&I
Advance is nonrecoverable. The Master Servicer and the Trustee
shall
conclusively rely on the Special Servicer's affirmative
determination that a P&I
Advance is nonrecoverable after the Special Servicer provides
written notice of
such affirmative determination to such parties. In no event shall
a
determination by the Special Servicer that a previously made or
proposed P&I
Advance would be recoverable be binding on the Master Servicer or
Trustee.
"Nonrecoverable Servicing Advance" shall mean the portion of
any
Servicing Advance previously made or proposed to be made in respect
of a
Mortgage Loan or REO Property (including any Servicing Advance that
constitutes
a Workout-Delayed Reimbursement Amount) which, in the judgment (in
accordance
with the Servicing Standard in the case of judgment by the Master
Servicer or
the Special Servicer) of the Master Servicer, the Special Servicer
or the
Trustee, as the case may be, will not be ultimately recoverable,
together with
any accrued and unpaid interest thereon (paid at the Reimbursement
Rate), from
Late Collections or any other recovery on or in respect of such
Mortgage Loan or
REO Property. "Nonrecoverable Servicing Advance" shall also include
any
Workout-Delayed Reimbursement Amounts when the Person making such
determination
in accordance with the procedures specified for Nonrecoverable
Servicing
Advances or Nonrecoverable P&I Advances, as applicable, has
determined that such
amounts constitute Nonrecoverable Advances. The determination by
the Master
Servicer, the Special Servicer or the Trustee, as the case may be,
that it has
made (or, in the case of a determination made by the Special
Servicer, that the
Master Servicer, the Special Servicer or the Trustee has made) a
Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made,
would
constitute a Nonrecoverable Servicing Advance, shall be evidenced
by an
Officer's Certificate delivered (i) to the Trustee and the Special
Servicer, in
the case of the Master Servicer, (ii) to the Master Servicer and
the Trustee in
the case of the Special Servicer, (iii) to the Depositor, the
Special Servicer
and the Master Servicer, in the case of the Trustee, and (iv) and
in each case,
to the Controlling Class Representative, to each B Loan Holder or
its designee
(if any A/B Loan Pair or any related REO Property is involved) and
to any
Requesting Subordinate Certificateholder (at the expense of such
Requesting
Subordinate Certificateholder). The Officer's Certificate shall set
forth such
determination of nonrecoverability and the considerations of the
Master
Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis
of such determination (which shall include but shall not be limited
to
information, to the extent available, such as related income and
expense
statements, rent rolls, occupancy status and property inspections,
and shall
include an Appraisal (provided that if an Appraisal has been
obtained within the
past 12 months, no new Appraisal is required) of the related
Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be
advanced by
the Master Servicer as a Servicing Advance). Such Officer's
Certificate shall be
accompanied by the Appraisal and all other supporting documentation
relevant to
the subject parties' nonrecoverability determination. The Trustee
shall be
entitled to conclusively rely on the Master Servicer's
determination that a
Servicing Advance is nonrecoverable. The Master Servicer and the
Trustee shall
conclusively rely on the Special Servicer's affirmative
determination that a
Servicing Advance is a Nonrecoverable Servicing Advance after the
Special
Servicer provides written notice of such affirmative determination
to such
parties. In no event shall a determination by the Special Servicer
that a
previously made or proposed Servicing Advance would be recoverable
be binding on
the Master Servicer or Trustee.
"Non-Registered Certificate" shall mean any Certificate that has
not
been subject to registration under the Securities Act. As of the
Closing Date,
the Class A-X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S,
Class T, Class V, Class R and Class LR Certificates will
constitute
Non-Registered Certificates.
"Non-United States Tax Person" shall mean any Person other than
a
United States Tax Person.
"Note" shall mean the original executed note (or, if
applicable,
multiple notes collectively) evidencing the indebtedness of a
Borrower under a
Mortgage Loan, together with any rider, addendum or amendment
thereto.
"NRSRO" shall mean a nationally recognized statistical rating
organization as the term is used in federal securities laws.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer or
a
Responsible Officer of the Trustee, as the case may be.
"Opinion of Counsel" shall mean a written opinion of counsel
(which
counsel, in the case of any such opinion relating to the taxation
of the Trust
Fund or any portion thereof or the status of the Upper-Tier REMIC
or the
Lower-Tier REMIC as a REMIC or the status of the Grantor Trust Pool
as a grantor
trust for federal income tax purposes, shall be Independent of the
Depositor,
each Mortgage Loan Seller, the Master Servicer, the Special
Servicer and the
Trustee, but which may act as counsel to such Person) acceptable to
and
delivered to the addressee(s) thereof and which Opinion of Counsel,
except as
provided herein, shall not be at the expense of the Trustee.
"Optimal Interest Distribution Amount" shall mean, as to any
Distribution Date and any Class of Regular Certificates (other than
the Class
A-MFL Certificates) and the Class A-MFL Regular Interest, the sum
of the Monthly
Interest Distribution Amount and the Interest Shortfall Amount for
such Class
for such Distribution Date. As to any Distribution Date and any
Uncertificated
Lower-Tier Interest, the sum of the Monthly Interest Distribution
Amount and the
Interest Shortfall Amount for such Uncertificated Lower-Tier
Interest for such
Distribution Date.
"Original Capmark Mortgage Loans" shall have the meaning
assigned
thereto in the Preliminary Statement to this Agreement.
"Original Certificate Balance" shall mean, with respect to any
Class
of Regular Certificates (other than the Class A-SP and Class A-X
Certificates)
and the Class A-MFL Regular Interest, the initial aggregate
principal amount
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"Original Class Notional Amount" shall mean, with respect to
the
Class A-SP and Class A-X Certificates, the initial class notional
amount thereof
as of the Closing Date, in each case as specified in the
Preliminary Statement.
"Original Column Mortgage Loans" shall have the meaning
assigned
thereto in the Preliminary Statement to this Agreement.
"Original Lower-Tier Principal Amount" shall mean, with respect
to
any Class of Uncertificated Lower-Tier Interests, the principal
amount thereof
as of the Closing Date, in each case as specified in the
Preliminary Statement
hereto.
"Original Mortgage Loans" shall have the meaning assigned thereto
in
the Preliminary Statement to this Agreement.
"OTS" shall mean the Office of Thrift Supervision or any
successor
thereto.
"Ownership Interest" shall mean, in the case of any Certificate,
any
ownership or security interest in such Certificate as the Holder
thereof and any
other interest therein, whether direct or indirect, legal or
beneficial, as
owner or as pledgee.
"P&I Advance" shall mean, with respect to any Mortgage Loan or
REO
Mortgage Loan, any advance made by the Master Servicer or the
Trustee pursuant
to Section 4.03.
"Pass-Through Rate" shall mean, with respect to each Class of
Certificates and the Class A-MFL Regular Interest, the respective
per annum rate
listed below:
Class A-1:
Class A-1 Pass-Through Rate
Class A-2:
Class A-2 Pass-Through Rate
Class A-AB:
Class A-AB Pass-Through Rate
Class A-3:
Class A-3 Pass-Through Rate
Class A-1-A:
Class
A-1-A Pass-Through Rate
Class A-SP:
Class A-SP Pass-Through Rate
Class A-X:
Class A-X Pass-Through Rate
Class A-M:
Class A-M Pass-Through Rate
Class A-MFL Regular Interest: Class A-MFL Regular Interest
Pass-Through Rate
Class A-MFL:
Class A-MFL Pass-Through Rate
Class A-J:
Class A-J Pass-Through Rate
Class B:
Class B Pass-Through Rate
Class C:
Class C Pass-Through Rate
Class D:
Class D Pass-Through Rate
Class E:
Class E Pass-Through Rate
Class F:
Class F Pass-Through Rate
Class G:
Class G Pass-Through Rate
Class H:
Class H Pass-Through Rate
Class J:
Class J Pass-Through Rate
Class K:
Class K Pass-Through Rate
Class L:
Class L Pass-Through Rate
Class M:
Class M
Pass-Through Rate
Class N:
Class N Pass-Through Rate
Class O:
Class O Pass-Through Rate
Class P:
Class P Pass-Through Rate
Class Q:
Class Q Pass-Through Rate
Class S:
Class S Pass-Through Rate
Class T:
Class T Pass-Through Rate
"Paying Agent" shall have the meaning assigned thereto in
Section
5.07.
"PCAOB" shall mean the Public Company Accounting Oversight
Board.
"Percentage Interest" shall mean (a) with respect to any
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 Class Principal Balance or Class Notional Amount, as
the case may
be, of the relevant Class as of the Closing Date; and (b) with
respect to a
Class V, Class R or Class LR Certificate, the percentage interest
in
distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performance
Certification" shall have the meaning set forth in
Section 12.08.
"Performing Mortgage Loan" shall mean, as of any date of
determination, any Mortgage Loan as to which no Servicing Transfer
Event then
exists.
"Performing Party" shall have the meaning assigned thereto in
Section 12.14.
"Permitted Investments" shall mean any one or more of the
following
obligations or securities, regardless whether issued by the
Depositor, the
Master Servicer, the Special Servicer or the Trustee or any of
their respective
Affiliates and having the required ratings, if any, provided for in
this
definition::
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America, FNMA, FHLMC or any agency or instrumentality of the
United
States of America; provided that such obligations have a
remaining
term to maturity of one year or less from the date of
acquisition
and which are backed by the full faith and credit of the United
States of America; provided, further, that any obligation of,
or
guarantee by, FNMA or FHLMC, other than an unsecured senior
debt
obligation of FNMA or FHLMC, shall be a Permitted Investment only
if
such investment would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate as confirmed in writing;
(ii) time deposits, unsecured certificates of deposit or
bankers' acceptances that mature in one year or less after the
date
of issuance and are issued or held by any depository institution
or
trust company incorporated or organized under the laws of the
United
States of America or any State thereof and subject to
supervision
and examination by federal or state banking authorities, so long
as
the commercial paper or other short-term debt obligations of
such
depository institution or trust company are rated in the
highest
short-term debt rating category of each Rating Agency or such
other
ratings as will not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate, as confirmed in writing by such
Rating
Agency;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations maturing in one year or less from the
date of acquisition bearing interest or sold at a discount issued
by
any corporation incorporated under the laws of the United States
of
America or any state thereof, which securities have (A) ratings
in
the highest long-term unsecured debt rating category of each
Rating
Agency or (B) such other ratings (as confirmed by the
applicable
Rating Agency in writing) as will not result in a downgrade,
qualification or withdrawal of the then-current rating of the
Certificates that are currently being rated by such Rating
Agency;
provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then outstanding principal
amount
of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all
Permitted
Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) payable
on
demand or on a specified date maturing in one year or less after
the
date of issuance thereof and which is rated in the highest
short-term unsecured debt rating category of each Rating
Agency;
(vi) units of investment funds that maintain a constant net
asset value and money market funds having the highest rating
from
each Rating Agency for money market funds; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, with respect to which each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then-current rating of the Certificates that are currently
being
rated by such Rating Agency;
provided that such instrument or security qualifies as a "cashflow
investment"
pursuant to Section 860G(a)(6) of the Code; and provided (a) it
shall have a
predetermined fixed dollar of principal due at maturity that cannot
vary or
change and (b) any such investment that provides for a variable
rate of interest
must have an interest rate that is tied to a single interest rate
index plus a
fixed spread, if any, and move proportionately with such index.
"Permitted Transferee"
shall mean any Transferee of a Class R or
Class LR Certificate other than a Disqualified Organization, a
Non-United States
Tax Person or a foreign permanent establishment or fixed base (each
within the
meaning of the applicable income tax treaty) of a United States Tax
Person;
provided, however, that if a Transferee is classified as a
partnership under the
Code, such Transferee shall only be a Permitted Transferee if all
of its direct
or indirect (except through a U.S. corporation) beneficial owners
are (and must
be, under the applicable partnership agreement) United States Tax
Persons and
the governing documents of the Transferee prohibit a transfer of
any interest in
the Transferee to any Non-United States Tax Person.
"Person" shall mean any individual, corporation, partnership,
joint
venture, association, joint-stock company, limited liability
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Phase I Environmental Assessment" shall mean a "Phase I
assessment"
as described in and meeting the criteria of the American Society
for Testing and
Materials, Designation E-1527.
"Plan" shall mean any of those retirement plans and other
employee
benefit plans, including individual retirement accounts and
annuities, Keogh
plans and collective investment funds and separate accounts in
which such plans,
accounts or arrangements are invested, including insurance company
general
accounts, that are subject to Title I of ERISA, Section 4975 of the
Code or
Similar Law.
"Plurality Class LR Certificateholder" shall mean, as to any
taxable
year of the Lower-Tier REMIC, the Holder of Certificates evidencing
the largest
Percentage Interest in the Class LR Certificates.
"Plurality Class R Certificateholder" shall mean, as to any
taxable
year of the Upper-Tier REMIC, the Holder of Certificates evidencing
the largest
Percentage Interest in the Class R Certificates.
"PNC" shall mean PNC Bank, National Association.
"Post-ARD Additional Interest" shall mean, with respect to any
ARD
Mortgage Loan after its Anticipated Repayment Date, all interest
accrued on the
principal balance of such ARD Mortgage Loan at the Post-ARD
Additional Interest
Rate (the payment of which interest shall, under the terms of such
Mortgage
Loan, be deferred until the principal balance of such Mortgage Loan
has been
paid in full), together with all interest, if any, accrued at the
related
Mortgage Rate on such deferred interest.
"Post-ARD Additional Interest Distribution Account" shall mean
the
trust account, accounts or subaccount created and maintained by the
Trustee,
which may be a subaccount of the Distribution Account, pursuant to
Section
3.04(b), which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust
for the registered holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2007-C1, Post-ARD
Additional Interest Distribution Account" and which shall be an
Eligible
Account. The Post-ARD Additional Interest Distribution Account
shall be an asset
of the Grantor Trust Pool and not an asset of the Lower-Tier REMIC
or the
Upper-Tier REMIC.
"Post-ARD Additional Interest Rate" shall mean, with respect to
any
ARD Mortgage Loan after its Anticipated Repayment Date, the
incremental increase
in the Mortgage Rate for such Mortgage Loan resulting from the
passage of such
Anticipated Repayment Date.
"Prepayment
Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if
any, on the
Mortgage Loans and the Certificates for federal income tax
purposes, the
assumptions that each ARD Mortgage Loan is paid in its entirety on
its
Anticipated Prepayment Date and that no Mortgage Loan is otherwise
voluntarily
prepaid prior to its Stated Maturity Date.
"Prepayment Interest Excess" shall mean, with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or
in part, or
any early collection of principal in the form of Insurance Proceeds
or
Condemnation Proceeds received, made after the Due Date for such
Mortgage Loan
in any Collection Period, any payment of interest (net of related
Master
Servicing Fees and, further, net of any portion of such interest
that represents
Default Interest or Post-ARD Additional Interest) actually
collected from the
related Borrower or out of such Insurance Proceeds or Condemnation
Proceeds, as
the case may be, and intended to cover the period from and after
such Due Date
to, but not including, the date of prepayment (exclusive, however,
of any
related Yield Maintenance Charge that may have been collected).
"Prepayment Interest Shortfall" shall mean with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or
in part, or
any early collection of principal in the form of Insurance Proceeds
or
Condemnation Proceeds received, made prior to the Due Date for such
Mortgage
Loan in any Collection Period, the amount of interest, to the
extent not
collected from the related Borrower or out of such Insurance
Proceeds or
Condemnation Proceeds, as the case may be (without regard to any
Yield
Maintenance Charge that may have been collected), that would have
accrued on the
amount of such Principal Prepayment or other early collection of
Insurance
Proceeds or Condemnation Proceeds during the period from the date
of prepayment
to, but not including, such Due Date (less the amount of related
Master
Servicing Fees and, if applicable, exclusive of Default Interest
and Post-ARD
Additional Interest).
"Primary Servicing Fee" shall mean any primary servicing fee
payable
to a Designated Sub-Servicer pursuant to a Designated Sub-Servicer
Agreement.
"Primary Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan and any successor REO Mortgage Loan, the rate per
annum specified
with respect to such Mortgage Loan under the heading "Primary
Servicing Fee
Rate" in the Mortgage Loan Schedule.
"Primary Servicing Office" shall mean the office of the Master
Servicer or the Special Servicer, as the context may require, that
is primarily
responsible for such party's servicing obligations hereunder.
"Prime Rate" shall mean the "prime rate" published in the
"Money
Rates" section of The Wall Street Journal, as such "prime rate" may
change from
time to time. If The Wall Street Journal ceases to publish the
"prime rate,"
then the Trustee, 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.
"Principal Balance Certificates" shall mean, collectively, the
Class
A-P&I Certificates and the Subordinate Principal Balance
Certificates.
"Principal Distribution Adjustment Amount" shall mean, as to
any
Distribution Date, the sum of (i) the amount of any Nonrecoverable
Advance that
was reimbursed to the Master Servicer, Special Servicer or Trustee
and that was
deemed to have been reimbursed out of the Principal Distribution
Amount, in each
case, with interest on such Advance (accrued at the Reimbursement
Rate), during
the period since the preceding Distribution Date, (ii) any
Workout-Delayed
Reimbursement Amount that was reimbursed to the Master Servicer,
Special
Servicer or Trustee and that was deemed to have been reimbursed out
of the
Principal Distribution Amount, in each case, with interest on such
Advance
(accrued at the Reimbursement Rate), during the period since the
preceding
Distribution Date and (iii) if any Insurance Proceeds, Condemnation
Proceeds or
Liquidation Proceeds were received with respect to any Mortgage
Loan or REO
Property, and/or any Mortgage Loan or REO Property is otherwise
liquidated
(including by means of a Final Recovery Determination or the
receipt of full,
partial, or discounted payoff), during the related Collection
Period, an amount
equal to any Workout Fees and/or Liquidation Fees payable in
connection
therewith
"Principal Distribution Amount" shall mean:
(a) with respect to any Distribution Date prior to the Final
Distribution Date, an amount equal to the aggregate (without
duplication)
of the
following-
(i) all payments
of principal (including Principal Prepayments)
received by or on behalf of the Trust with respect to the
Mortgage Loans during the related Collection Period, in each
case net of any portion of the particular payment that
represents a Late Collection of principal for which a P&I
Advance was previously made for a prior Distribution Date or
that represents the principal portion of a Monthly Payment due
on or before the related Due Date in March 2007 or on a Due
Date subsequent to the end of the related Collection Period,
(ii) all scheduled
payments of principal due in respect of the
Mortgage Loans for their respective Due Dates occurring during
the related Collection Period that were received by or on
behalf of the Trust (other than as part of a Principal
Prepayment) prior to the related Collection Period,
(iii) all Insurance Proceeds, Condemnation Proceeds,
Liquidation
Proceeds and proceeds of any purchase or repurchase of a
Mortgage Loan pursuant to this Agreement or any A/B
Intercreditor Agreement, received by or on behalf of the Trust
with respect to any of the Mortgage Loans during the related
Collection Period that were identified and applied as
recoveries of principal of such Mortgage Loans in accordance
with Section 1.03, in each case net of any portion of such
proceeds that represents a Late Collection of principal due on
or before the related Due Date in March 2007 or for which a
P&I Advance was previously made for a prior Distribution
Date,
(iv) all Insurance
Proceeds, Condemnation Proceeds, Liquidation
Proceeds and REO Revenues received by or on behalf of the
Trust in respect of any REO Properties during the related
Collection Period that were identified and applied as
recoveries of principal of the related REO Mortgage Loans in
accordance with Section 1.03, in each case net of any portion
of such proceeds and/or revenues that represents a Late
Collection of
principal due on or before the related Due Date
in March 2007 or for which a P&I Advance was previously
made
for a prior Distribution Date, and
(v) the
respective principal portions of all P&I Advances made in
respect of the Mortgage Loans and any REO Mortgage Loans with
respect to such Distribution Date; and
with
respect to the Final Distribution Date, an amount equal to the
aggregate
Stated Principal Balance of the entire Mortgage Pool
outstanding
immediately prior to the Final Distribution Date.
Notwithstanding the foregoing, (i) the Principal Distribution
Amount
will be
reduced for any Loan Group as to which funds were used
therefrom
to
reimburse Nonrecoverable Advances or Workout-Delayed
Reimbursement
Amounts
(as described in Section 1.05) on any Distribution Date by an
amount
equal to the Principal Distribution Adjustment Amount
calculated
with
respect to such Distribution Date and (ii) the Principal
Distribution
Amount
will be increased for any Loan Group as to which funds were
used
therefrom
to reimburse Nonrecoverable Advances or Workout-Delayed
Reimbursement Amounts on any Distribution Date by the amount of
any
recovery
occurring during the related Collection Period of an amount
that
was
previously advanced with respect to a Mortgage Loan if such
Nonrecoverable Advance or any Workout-Delayed Reimbursement Amount
was
previously
reimbursed from Principal Distribution Amounts from such Loan
Group in a
manner that resulted in a Principal Distribution Adjustment
Amount for
such Loan Group on a prior Distribution Date.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by the Borrower on a Mortgage 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 Yield Maintenance Charge and/or Post-ARD Additional
Interest 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;
provided
that "Principal Prepayment" shall not include any such payment of
principal made
out of Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds.
"Private Certificate" shall mean any Class A-X, Class B, Class
C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class T or Class V
Certificate.
"Privileged Persons" shall mean the Depositor and any designee
thereof, the Master Servicer, the Special Servicer, the
Underwriters, the Rating
Agencies, the Controlling Class Representative, each
Certificateholder, each
Mortgage Loan Seller, to the extent that the Trustee has in
accordance with
Section 5.06(b) confirmed the Ownership Interest in the
Certificates held
thereby, each Certificate Owner and any prospective transferee
provided such
party provides the Trustee with a certification substantially in
the form of
Exhibit K-2 hereto.
"Prohibited Party" shall mean any party that (i) is listed on
the
Depositor's Do Not Hire List or (ii) is a proposed Servicing
Function
Participant for which the Master Servicer, the Special Servicer or
the Trustee
that seeks to retain such Servicing Function Participant has actual
knowledge
that such party at any point prior to such hiring, assignment or
transfer failed
to comply in all material respects with such proposed Servicing
Function
Participant's obligations under Regulation AB with respect to any
other
securitization.
"Proposed Plan" shall have the meaning assigned thereto in
Section
3.17(a).
"Prospectus" shall mean the Base Prospectus and the Prospectus
Supplement, together.
"Prospectus Supplement" shall mean that certain prospectus
supplement dated March 1, 2007, relating to the Registered
Certificates, that is
a supplement to the Base Prospectus.
"PTE" shall mean a prohibited transaction exemption, as issued
by
the United States Department of Labor.
"Public Certificate" shall mean any Class A-1, Class A-2, Class
A-AB, Class A-3, Class A-1-A, Class A-M, Class A-MFL, Class A-J or
Class A-SP
Certificate.
"Purchase Price" shall mean, with respect to any Mortgage Loan
(or
REO Property), a cash price equal to the aggregate of (a) the
outstanding
principal balance of such Mortgage Loan (or the related REO
Mortgage Loan) as of
the date of purchase, (b) all accrued and unpaid interest on such
Mortgage Loan
(or the related REO Mortgage Loan) at the related Mortgage Rate
(exclusive of
any portion of such interest that represents Post-ARD Additional
Interest) to,
but not including, the Due Date occurring in the Collection Period
during which
the applicable purchase or repurchase occurs, (c) all related
unreimbursed
Servicing Advances (or such Servicing Advance reimbursed by the
Trust Fund from
general collections on the Mortgage Pool), (d) all accrued and
unpaid Advance
Interest with respect to any related Advances (including any
Advance Interest
reimbursed from general collections on the Mortgage Pool), and (e)
solely in the
case of a repurchase or substitution by a Mortgage Loan Seller
pursuant to the
related Mortgage Loan Purchase Agreement or by the Column
Performance Guarantor
pursuant to the Column Performance Guarantee, (i) all related
Special Servicing
Fees, Workout Fees (only if (x) such repurchase or substitution
occurs after the
expiration of the applicable Initial Resolution Period and any
applicable
Resolution Extension Period and (y) no Liquidation Fee is also
payable in
connection with such repurchase or substitution by the Mortgage
Loan Seller or
the Column Performance Guarantor, as applicable), Liquidation Fees
(only if such
repurchase or substitution occurs after the expiration of the
applicable Initial
Resolution Period and any applicable Resolution Extension Period),
Advance
Interest (to the extent not otherwise included in the amount
described in clause
(d) of this definition) and other related Additional Trust Fund
Expenses (to the
extent not otherwise included in the amount described in clause (c)
or clause
(d) of this definition), whether paid or then owing that have not
been offset by
Default Charges related to such Mortgage Loan (or any successor REO
Loan) or by
any Additional Master Servicing Compensation or Additional Special
Servicer
Compensation related to such Mortgage Loan (or any successor REO
Loan), and (ii)
to the extent not otherwise included in the amount described in
clause (c),
clause (d) or clause (e)(i) of this definition, any costs and
expenses incurred
by the Master Servicer, the Special Servicer or the Trustee (on
behalf of the
Trust) in enforcing the obligation of such Person to repurchase or
replace such
Mortgage Loan or REO Property.
With respect to any Defaulted Mortgage Loan to be purchased by
the
Controlling Class Representative (or any assignee thereof) or the
Special
Servicer (or any Affiliate thereof) pursuant to Section 3.18(b) or
3.18(c)
following determination of Fair Value, the Purchase Price will
equal the Fair
Value of such Defaulted Mortgage Loan (which shall include a
Liquidation Fee if
the purchase option has been assigned without consideration to an
unaffiliated
third party and such third party is exercising the purchase
option). With
respect to any REO Property to be sold pursuant to Section 3.18(e),
the Purchase
Price will equal the amount calculated in accordance with the
second preceding
sentence in respect of the related REO Mortgage Loan (or, if such
REO Property
relates to any A/B Loan Pair, in respect of all of the related REO
Mortgage
Loans and treating the B Loans as if they were Mortgage Loans).
"Purchase Price Security Deposit" shall have the meaning
assigned
thereto in Section 2.03(b).
"Purchase Price Security Deposit Account" shall mean a
segregated
custodial account or accounts created by and maintained by the
Master Servicer,
pursuant to Section 2.03(b), on behalf of the Trustee in trust for
the
Certificateholders and the related Mortgage Loan Seller, which
shall be entitled
"Capmark Finance Inc., as the Master Servicer, in trust for the
registered
holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2007-C1, and [name of
the related
Mortgage Loan Seller], Purchase Price Security Deposit
Account."
"Qualified Appraiser" shall mean, in connection with the
appraisal
of any 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 Institutional Buyer" or "QIB" shall mean a
"qualified
institutional buyer" within the meaning of Rule 144A under the
Securities Act.
"Qualified Insurer" shall mean (i) with respect to any Mortgage
Loan, Mortgaged Property or REO Property, an insurance company or
security or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction and that has a claims paying ability that is rated (or
is
guaranteed or backed in writing by an entity with long-term
unsecured debt that
is rated) at least "A" by Fitch and "A2" by Moody's (if then rated
by Moody's),
(ii) with respect to the fidelity bond and errors and omissions
Insurance Policy
required to be maintained pursuant to Section 3.07(c), an insurance
company that
has a claims paying ability that is rated (or is guaranteed or
backed by an
entity with long-term unsecured debt that is rated) no lower than
two ratings
(without regard to pluses and minuses (in the case of Fitch) or
numerical
designations (in the case of Moody's)) below the rating assigned to
the then
highest rated outstanding Certificate, but in no event lower than
"A3" by
Moody's (if then rated by Moody's) and "A" by Fitch or, in the case
of clauses
(i) and (ii), such other rating as each Rating Agency shall have
confirmed in
writing will not cause such Rating Agency to downgrade, qualify or
withdraw the
then-current rating assigned to any of the Certificates that are
then currently
being rated by such Rating Agency.
"Qualifying Substitute Mortgage Loan" shall mean, in connection
with
the replacement of a Defective Mortgage Loan as contemplated by
Section 2.03,
any other mortgage loan which, 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, and not more than one
percentage point in
excess of, 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 Interest Accrual Basis as the
Defective Mortgage
Loan; (v) has a remaining term to stated maturity not greater than,
and not more
than one year less than, that of the Defective Mortgage Loan and,
in any event,
has a Stated 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
Agreement; (ix) has a Phase I Environmental Assessment 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 (x) constitutes a
"qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code;
provided, however, that 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, that no mortgage loan shall be
substituted
for a Defective Mortgage Loan unless (x) such prospective
Replacement Mortgage
Loan shall be acceptable to the Controlling Class Representative
(or, if there
is no such Controlling Class Representative then serving, to the
Holders of
Certificates representing a majority of the Voting Rights allocated
to the
Controlling Class), in its (or their) absolute 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 the party (i.e., the related Mortgage Loan Seller or
the Column
Performance Guarantor) effecting the substitution.
"Rated Certificate" shall mean 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" shall mean the Distribution
Date
occurring in February 2040.
"Rating Agency" shall mean either of Moody's and Fitch.
"Realized Loss" shall mean:
(1) with respect to each defaulted Mortgage Loan as to which a
Final
Recovery
Determination has been made, or with respect to any successor
REO
Mortgage
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
(a)
the unpaid
principal balance of such Mortgage Loan or REO Mortgage Loan,
as the
case may be, as of the commencement of the Collection Period in
which the
Final Recovery Determination was made, plus (b) without taking
into
account the amount described in subclause (1)(c) of this
definition,
all unpaid
interest accrued in respect of such Mortgage Loan or REO
Mortgage
Loan, as the case may be, to but not including the related Due
Date in
the Collection Period in which the Final Recovery Determination
was made,
exclusive, however, of any portion of such unpaid interest that
constitutes Default Interest or, in the case of an ARD Mortgage
Loan after
its
Anticipated Repayment Date, Post-ARD Additional Interest, all
Special
Servicing
Fees, Workout Fees, Advance Interest or other fees, expenses or
items with
respect to such Mortgage Loan or REO Mortgage Loan that cause
an
Interest Shortfall to occur in any prior Interest Accrual Period,
minus
(c) all
payments and proceeds, if any, received in respect of such
Mortgage
Loan or REO Mortgage Loan, as the case may be, during the
Collection
Period in which such Final Recovery Determination was made (net
of any
related Servicing Advances reimbursed therefrom and any related
Liquidation Expenses paid therefrom);
(2) with respect to each defaulted Mortgage Loan as to which
any
portion of
the principal or past due interest payable thereunder was
canceled
in connection with a bankruptcy, insolvency or similar
proceeding
involving
the related Borrower or a modification, waiver or amendment of
such
Mortgage Loan granted or agreed to by the Master Servicer or
the
Special
Servicer pursuant to Section 3.20, the amount of such principal
or
past due
interest (other than any Default Interest and, in the case of
an
ARD
Mortgage Loan after its Anticipated Repayment Date, Post-ARD
Additional
Interest) so canceled; and
(3) with respect to each defaulted Mortgage Loan as to which
the
Mortgage
Rate thereon has been permanently reduced and not recaptured
for
any period
in connection with a bankruptcy, insolvency or similar
proceeding
involving the related Borrower or a modification, waiver or
amendment
of such Mortgage Loan granted or agreed to by the Master
Servicer
or the Special Servicer pursuant to Section 3.20, the amount of
any
consequent reduction in the interest portion of each successive
Monthly
Payment due thereon (each such Realized Loss to be deemed to
have
been
incurred on the Due Date for each affected Monthly Payment).
"Record Date" shall mean, with respect to any Distribution Date,
the
last Business Day of the month immediately preceding the month in
which such
Distribution Date occurs.
"Recording Omission" shall mean, with respect to any Mortgage
Loan,
any Material Document Defect that exists, as of any date coinciding
with or
following September 30, 2008, as a result of the omission from the
Mortgage File
for such Mortgage Loan of the original or a copy of any document
referred to in
clause (ii), clause (iii), clause (iv), clause (v) or, in the case
of a
Mortgaged Property operated as a hospitality property, clause
(viii) of the
definition of "Mortgage File," with evidence of recording or filing
thereon or a
receipt or other certification evidencing recording or filing,
because such
document (i) was not delivered by or on behalf of the related
Mortgage Loan
Seller either as a recorded or filed document or in proper form for
recording or
filing in the appropriate recording or filing office or (ii) was
returned
unrecorded or unfiled as a result of an actual or purported defect
therein.
"Recording Omission Credit" shall mean, with respect to any
Mortgage
Loan as to which there exists a Recording Omission as of September
30, 2008, a
letter of credit in the amount of 25% of the then outstanding
principal amount
of such Mortgage Loan and otherwise satisfying the criteria set
forth in the
related Mortgage Loan Purchase Agreement.
"Recording Omission Reserve" shall mean, with respect to any
Mortgage Loan as to which there exists a Recording Omission as of
September 30,
2008, a cash deposit in the amount of 25% of the then outstanding
principal
amount of such Mortgage Loan.
"Reference Rate" shall mean, with respect to any Distribution
Date
from and including the April 2007 Distribution Date to and
including the March
2014 Distribution Date, the corresponding rate per annum set forth
on Exhibit J
hereto.
"Registered Certificate" shall mean any Certificate that has
been
subject to registration under the Securities Act. As of the Closing
Date, the
Class A-1, Class A-2, Class A-AB, Class A-3, Class A-1-A, Class
A-M, Class
A-MFL, Class A-J and Class A-SP Certificates constitute Registered
Certificates.
"Regular Certificates" shall mean any Public Certificates
or Private Certificates.
"Regulation AB" shall mean 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 S" shall mean Regulation S under the Securities
Act.
"Regulation S Global Certificate" shall mean, with respect to
any
Class of Book-Entry Non-Registered Certificates offered and sold
outside of the
United States in reliance on Regulation S, a single temporary
global
Certificate, in definitive, fully registered form without interest
coupon, which
Certificate bears a Regulation S Legend.
"Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the
United
States in reliance on Regulation S, a legend generally to the
effect that such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
Release Date
except pursuant to an exemption from the registration requirements
of the
Securities Act.
"Reimbursement Rate" shall mean the rate per annum applicable to
the
accrual of Advance Interest, which rate per annum is equal to the
Prime Rate.
"Related Certificates," "Related Uncertificated Lower-Tier
Interest"
and "Related Component" shall mean, for the following Classes of
Uncertificated
Lower-Tier Interests and Components, the related Class of
Certificates or Class
A-MFL Regular Interest set forth below; for the following Classes
of
Certificates or Class A-MFL Regular Interest, the related Class or
Classes of
Uncertificated Lower-Tier Interests and Components set forth below;
and for the
following Components, the related Class of Certificates, Class
A-MFL Regular
Interest or Class of Uncertificated Lower-Tier Interests set forth
below:
<TABLE>
<CAPTION>
Related
Component
of Class
Related Uncertificated
A-X and A-SP
Related Certificates
Lower-Tier Interest(1)
Certificates(1)
----------------------------
-------------------------------------- ----------------
<S>
<C>
<C>
Class A-1 Certificate
Class LA-1-1 Uncertificated Interest Component
A-1-1
Class LA-1-2 Uncertificated Interest Component
A-1-2
Class A-2 Certificate
Class LA-2-1 Uncertificated Interest Component
A-2-1
Class LA-2-2 Uncertificated Interest Component
A-2-2
Class LA-2-3 Uncertificated Interest Component
A-2-3
Class A-AB Certificate
Class LA-AB-1 Uncertificated Interest Component A-AB-1
Class LA-AB-2 Uncertificated Interest Component A-AB-2
Class LA-AB-3 Uncertificated Interest Component A-AB-3
Class LA-AB-4 Uncertificated Interest Component A-AB-4
Class A-3 Certificate
Class LA-3-1 Uncertificated Interest Component
A-3-1
Class LA-3-2 Uncertificated Interest Component
A-3-2
Class LA-3-3 Uncertificated Interest Component
A-3-3
Class LA-3-4 Uncertificated Interest Component
A-3-4
Class LA-3-5 Uncertificated Interest Component
A-3-5
Class A-1-A Certificate
Class LA-1-A-1 Uncertificated Interest Component A-1-A-1
Class LA-1-A-2 Uncertificated Interest Component A-1-A-2
Class LA-1-A-3 Uncertificated Interest Component A-1-A-3
Class LA-1-A-4 Uncertificated Interest Component A-1-A-4
Class LA-1-A-5 Uncertificated Interest Component A-1-A-5
Class LA-1-A-6 Uncertificated Interest Component A-1-A-6
Class LA-1-A-7 Uncertificated Interest Component A-1-A-7
Class LA-1-A-8 Uncertificated Interest Component A-1-A-8
Class A-M Certificate
Class LA-M Uncertificated Interest
Component A-M
Class A-MFL Regular Interest Class LA-MFL Uncertificated
Interest Component
A-MFL
Class A-J Certificate
Class LA-J Uncertificated Interest
Component A-J
Class B Certificate
Class LB Uncertificated Interest
Component B
Class C Certificate
Class LC-1 Uncertificated Interest
Component C-1
Class LC-2 Uncertificated Interest
Component C-2
Class D Certificate
Class LD-1 Uncertificated Interest
Component D-1
Class LD-2 Uncertificated Interest
Component D-2
Class E Certificate
Class LE Uncertificated Interest
Component E
Class F Certificate
Class LF-1 Uncertificated Interest
Component F-1
Class LF-2 Uncertificated Interest
Component F-2
Class G Certificate
Class LG Uncertificated Interest
Component G
Class H Certificate
Class LH Uncertificated Interest
Component H
Class J Certificate
Class LJ Uncertificated Interest
Component J
Class K Certificate
Class LK Uncertificated Interest
Component K
Class L Certificate
Class LL Uncertificated Interest
Component L
Class M Certificate
Class LM Uncertificated Interest
Component M
Class N Certificate
Class LN Uncertificated Interest
Component N
Class O Certificate
Class LO Uncertificated Interest
Component O
Class P Certificate
Class LP Uncertificated Interest
Component P
Class Q Certificate
Class LQ Uncertificated Interest
Component Q
Class S Certificate
Class LS Uncertificated Interest
Component S
Class T Certificate
Class LT Uncertificated Interest
Component T
</TABLE>
----------
(1) The
Uncertificated Lower-Tier Interests and the Components of the
Class
A-X and
Class A-SP Certificates that correspond to any particular Class
of
Certificates or the Class A-MFL Regular Interest set forth in the
table
above also
correspond to each other and, accordingly, constitute the
"Related
Uncertificated Lower-Tier Interests" and the "Related
Components,"
respectively, with respect to each other.
"Release Date" shall mean, with respect to any Class of
Non-Registered Certificates (other than the Class R, Class LR and
Class V
Certificates), the date that is 40 days following the later of (i)
the
commencement of the offering of such Non-Registered Certificates to
Persons
other than distributors in reliance upon Regulation S under the
Securities Act
and (ii) the date of closing of such offering.
"Relevant Servicing Criteria" shall mean the Servicing Criteria
applicable to each Reporting Servicer (as set forth, with respect
to the Master
Servicer, the Special Servicer and the Trustee, on Exhibit U
attached hereto).
For clarification purposes, multiple Reporting Servicers can have
responsibility
for the same Relevant Servicing Criteria, and some of the Servicing
Criteria
will not be applicable to certain Reporting Servicers. With respect
to a
Servicing Function Participant engaged by the Trustee, the Master
Servicer or
the Special Servicer, the term "Relevant Servicing Criteria" refers
to the items
of the Relevant Servicing Criteria applicable to the Trustee, the
Master
Servicer or the Special Servicer that engaged such Servicing
Function
Participant that are applicable to such Servicing Function
Participant based on
the functions it has been engaged to perform.
"Remaining Principal Distribution Amount" shall mean, as to any
Distribution Date and any Class of Subordinate Certificates, the
amount, if any,
by which the Principal Distribution Amount for such Distribution
Date exceeds
the aggregate amount distributed in respect of Principal
Distribution Amounts on
such Distribution Date to all Classes senior to such Class.
"REMIC" shall mean a "real estate mortgage investment conduit"
as
defined in Section 860D of the Code.
"REMIC Provisions" shall mean the 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 Subtitle
A of the
Code, and related provisions, and proposed, temporary and final
Treasury
regulations and any published rulings, notices and announcements
promulgated
thereunder, as the foregoing may be in effect from time to
time.
"Rents from Real Property" shall mean, with respect to any REO
Property, gross income of the character described in Section 856(d)
of the Code.
"REO Account" shall mean 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 and the
related B Loan
Holder in connection with an A/B Loan Pair, which shall be entitled
"Midland
Loan Services, Inc. [or the name of any successor Special
Servicer], as Special
Servicer, on behalf of Wells Fargo Bank, N.A. [or the name of any
successor
Trustee], in trust for the registered holders of Credit Suisse
First Boston
Mortgage Securities Corp., Commercial Mortgage Pass Through
Certificates and the
related B Loan Holder, Series 2007-C1, REO Account."
"REO Acquisition" shall mean the acquisition of any REO
Property
pursuant to Section 3.09.
"REO Disposition" shall mean the sale or other disposition of
any
REO Property pursuant to Section 3.18.
"REO Extension" shall have the meaning assigned thereto in
Section
3.16(a).
"REO Mortgage Loan" shall mean the mortgage loan deemed for
purposes
hereof to be outstanding with respect to each REO Property. Each
REO Mortgage
Loan shall be deemed to provide for monthly payments of principal
and/or
interest equal to its Assumed Monthly Payment and otherwise to have
the same
terms and conditions as its predecessor Mortgage Loan (such terms
and conditions
to be applied without regard to the default on such predecessor
Mortgage Loan or
the Trust's acquisition of the subject REO Property). Each REO
Mortgage 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 its predecessor Mortgage Loan as of the date of
the related REO
Acquisition. All Monthly Payments (other than any Balloon Payment),
Assumed
Monthly Payments (in the case of a Balloon Mortgage 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 Mortgage Loan as of the date
of the related
REO Acquisition (including, without limitation, those
Nonrecoverable Advances
and Workout Delayed Reimbursement Amounts and interest thereon that
were
reimbursed from collections of principal on the Mortgage Pool),
shall be deemed
to continue to be due and owing in respect of an REO Mortgage Loan.
In addition,
all amounts payable or reimbursable to the Master Servicer, the
Special Servicer
or the Trustee in respect of the predecessor Mortgage Loan as of
the date of the
related REO Acquisition, including any unpaid or unreimbursed
Servicing Fees and
Advances (together with any related unpaid Advance Interest), shall
continue to
be payable or reimbursable in the same priority and manner pursuant
to Section
3.05(a) to such Master Servicer, such Special Servicer or the
Trustee, as the
case may be, in respect of an REO Mortgage Loan.
"REO Property" shall mean a Mortgaged Property acquired by or
otherwise on behalf of the Trust for the benefit of the
Certificateholders and,
if such property relates to an A/B Loan Pair, the related B Loan
Holder, 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 Mortgage Loan.
"REO Revenues" shall mean all income, rents, profits and
proceeds
derived from the ownership, operation or leasing of any REO
Property. With
respect to an REO Property that had been security for an A Loan,
the portion of
the amounts described above received with respect to such REO
Property and
allocable to the related A Note pursuant to the related A/B
Intercreditor
Agreement.
"REO Tax" shall have the meaning assigned thereto in Section
3.17(a).
"Replacement Mortgage Loan" shall mean any mortgage loan that
is
substituted by a Mortgage Loan Seller or the Column Performance
Guarantor for a
Defective Mortgage Loan as contemplated by Section 2.03.
"Reportable Event" shall have the meaning assigned thereto in
Section 12.09.
"Reporting Servicer" shall mean the Master Servicer, the
Special
Servicer, the Trustee and any Servicing Function Participant, as
the case may
be.
"Request for Release" shall mean a request signed by a
Servicing
Officer of, as applicable, the Master Servicer in the form of
Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2
attached
hereto.
"Requesting Subordinate Certificateholder" shall mean the Holder
of
any of the Class L, Class M, Class N, Class O, Class P, Class Q,
Class S or
Class T Certificates, that delivers notice to the Trustee, the
Master Servicer
and the Special Servicer indicating that such Holder is a
"Requesting
Subordinate Certificateholder."
"Required Appraisal Loan" shall mean any Mortgage Loan (and any
successor REO Mortgage Loan) as to which an Appraisal Trigger Event
has
occurred; provided that a Mortgage Loan shall cease to be a
Required Appraisal
Loan if and when, following the occurrence of the most recent
Appraisal Trigger
Event with respect thereto, such Mortgage Loan has become a
Corrected Mortgage
Loan and no other Servicing Transfer Event or Appraisal Trigger
Event has
occurred with respect thereto during the preceding three
months.
"Reserve Account" shall mean any of the accounts established
and
maintained pursuant to Section 3.03(e).
"Reserve Funds" shall mean, with respect to any Mortgage Loan,
any
amounts delivered by the related Borrower to be held in escrow by
or on behalf
of the mortgagee representing: (i) reserves for repairs,
replacements, capital
improvements and/or environmental testing and remediation with
respect to the
related Mortgaged Property; (ii) reserves for tenant improvements
and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be
applied as a
Principal Prepayment on such Mortgage Loan or held as Additional
Collateral in
the event that certain leasing or other economic criteria in
respect of the
related Mortgaged Property are not met.
"Residual Transfer Affidavit" shall have the meaning assigned
thereto in Section 5.02(d).
"Resolution Extension Period" shall have the meaning assigned
thereto in Section 2.03(b).
"Responsible Officer" shall mean (i) any officer of the Global
Securitization Trust Services Group of the Trustee (and, in the
event that the
Trustee is the Certificate Registrar or the Paying Agent, of the
Certificate
Registrar or the Paying Agent, as applicable) and (ii) when used
with respect to
the initial Trustee, any Vice President, Assistant Vice President,
corporate
trust officer or assistant corporate trust officer of the Trustee
having direct
responsibility for the administration of this Agreement, and with
respect to any
successor Trustee, any officer or assistant officer in the
corporate trust
department of the Trustee 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.
"Restricted Servicer Reports" shall mean collectively, to the
extent
not filed with the Commission, each of the CMSA Servicer Watch
List, the CMSA
Operating Statement Analysis Report, the CMSA NOI Adjustment
Worksheet, CMSA
Financial File and the CMSA Comparative Financial Status
Report.
"Rule 144A Global Certificate" shall mean, with respect to any
Class
of Book-Entry Non-Registered Certificates, a single global
Certificate
registered in the name of the Depository or its nominee, in
definitive, fully
registered form without interest coupons, which Certificate bears a
Qualified
Institutional Buyer CUSIP number and does not bear a Regulation S
Legend.
"Sarbanes-Oxley Act" shall mean the Sarbanes-Oxley Act of 2002
and
the rules and regulations of the Commission promulgated thereunder
(including
any interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification" shall have the meaning set forth
in
Section 12.08.
"Securities Act" shall mean the Securities Act of 1933, as
amended,
and the rules and regulations thereunder.
"Security Agreement" shall mean, with respect to any Mortgage
Loan,
any security agreement or equivalent 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 Mortgage Loan.
"Security Position Listing" shall mean a listing prepared by
the
Depository of the holdings of Depository Participants with respect
to the
Certificates.
"Senior Certificates" shall mean, collectively, the Class A-1,
Class
A-2, Class A-AB, Class A-3, Class A-1-A, Class A-SP and Class A-X
Certificates.
"Senior Principal Distribution Cross-Over Date" shall mean the
first
Distribution Date as of which the aggregate of the Class Principal
Balances of
the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-1-A
Certificates
outstanding immediately prior thereto equals or 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 all distributions of interest to be made on the Senior
Certificates on
such Distribution Date pursuant to Section 4.01(a) have been so
made.
"Servicer" shall have the meaning set forth in Section 12.03.
"Service(s)(ing)" shall mean, in accordance with Regulation AB,
the
act of servicing and administering the Mortgage Loans or any other
assets of the
Trust by an entity that meets the definition of "servicer' set
forth in Item
1101 of Regulation AB and is subject to the disclosure requirements
set forth in
1108 of Regulation AB. For clarification purposes, any
uncapitalized occurrence
of this term shall have the meaning commonly understood by
participants in the
commercial mortgage-backed securitization market.
"Servicing Account" shall mean any of the accounts established
and
maintained pursuant to Section 3.03(a).
"Servicing Advances" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses, including attorneys'
fees and
expenses, paid or to be paid, as the context requires, out of its
own funds, by
the Master Servicer or the Special Servicer (or, if applicable, the
Trustee) in
connection with the servicing of a Mortgage Loan as to which a
default,
delinquency or other unanticipated event has occurred or is
reasonably
foreseeable, or in connection with the administration of any REO
Property,
including (1) any such costs and expenses associated with (a)
compliance with
the obligations of the Master Servicer and/or the Special Servicer
set forth in
Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance,
restoration,
protection and management of a Mortgaged Property, including the
cost of any
"force placed" insurance policy purchased by the Master Servicer or
the Special
Servicer to the extent such cost is allocable to a particular
Mortgaged Property
that the Master Servicer or the Special Servicer is required to
cause to be
insured pursuant to Section 3.07(a), (c) obtaining any Insurance
Proceeds,
Condemnation Proceeds or Liquidation Proceeds in respect of any
such Mortgage
Loan or any REO Property, (d) any enforcement or judicial
proceedings with
respect to any such Mortgage Loan, including foreclosures and
similar
proceedings, (e) the operation, leasing, management, maintenance
and liquidation
of any REO Property, (f) obtaining any Appraisal or environmental
report
required to be obtained hereunder, and (g) UCC filings (to the
extent that the
costs thereof are not reimbursed by the related Borrower), (2) the
reasonable
and direct out-of-pocket travel expenses incurred by the Special
Servicer in
connection with performing inspections pursuant to Section 3.12(a),
and (3) any
other expenditure which is expressly designated as a Servicing
Advance herein;
provided that, notwithstanding anything to the contrary, "Servicing
Advances"
shall not include (A) allocable overhead of the Master Servicer or
the Special
Servicer, such as costs for office space, office equipment,
supplies and related
expenses, employee salaries and related expenses and similar
internal costs and
expenses, (B) costs incurred by either such party or any Affiliate
thereof in
connection with its purchase of any Mortgage Loan or REO Property
pursuant to
any provision of this Agreement or (C) costs or expenses expressly
required
under this Agreement to be borne by the Master Servicer or the
Special Servicer.
"Servicing Criteria" shall mean the criteria set forth in
paragraph
(d) of Item 1122 of Regulation AB as such may be amended from time
to time.
"Servicing Fees" shall mean, with respect to any Mortgage Loan
or
REO Mortgage Loan, the Master Servicing Fee and the Special
Servicing Fee.
"Servicing File" shall mean any documents, certificates,
opinions
and reports (other than documents required to be part of the
related Mortgage
File) delivered by the related Borrower in connection with or
relating to the
origination and servicing of any Mortgage Loan or B Loan or which
are reasonably
required for the ongoing administration of such Mortgage Loan or B
Loan, as the
case may be, including property management agreements, appraisals,
surveys,
engineering reports, environmental reports, financial statements,
leases, rent
rolls and tenant estoppels, but excluding any other documents and
writings that
have been prepared by the related Mortgage Loan Seller or any of
its Affiliates
solely for internal credit analysis or other internal uses or
any
attorney-client privileged communication, together with copies of
documents
required to be part of the related Mortgage File.
"Servicing Function Participant" shall mean any Person, other
than
the Master Servicer, the Special Servicer and the Trustee, that
is
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, unless such Person's activities relate only to 5% or
less of the
Mortgage Loans (calculated by Stated Principal Balance) or unless
such Person is
not viewed, for the purposes of Exchange Act reporting
requirements, as a party
participating in the servicing function separate and apart from the
Master
Servicer, the Special Servicer or the Trustee, as the case may be,
pursuant to
applicable SEC guidance.
"Servicing Officer" shall mean any officer or employee of the
Master
Servicer or the Special Servicer involved in, or responsible for,
the
administration and servicing of the Mortgage Loans, whose name and
specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time by such Master Servicer or such Special Servicer.
"Servicing Return Date" shall mean, with respect to any
Corrected
Mortgage Loan, the date that servicing thereof is returned by the
Special
Servicer to the Master Servicer pursuant to Section 3.21(a).
"Servicing Standard-General" shall mean, with respect to the
Special
Servicer and each servicer other than the Master Servicer
(including without
limitation any Sub-Servicer), to service and administer the
Mortgage Loans and
REO Properties for which it 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,
giving due consideration to customary and usual standards of
practice of prudent
institutional commercial mortgage loan servicers used with respect
to mortgage
loans and REO properties 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 Mortgage Loans and any B Loan, the
full
collection of all Yield Maintenance Charges that may become payable
under the
Mortgage Loans and, in the case of the Special Servicer, if a
Mortgage Loan or
any B 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 Yield
Maintenance Charges), the maximization of the recovery on such
Mortgage Loan to
the Certificateholders (as a collective whole) (or in the case of
any A/B Loan
Pair and its related B Loan, if any, the maximization of recovery
on the A/B
Loan Pair to the Certificateholders and the B Loan Holder, as
applicable, all
taken as a collective whole and taking into account the
subordination of the B
Loan) on a present value basis (the relevant discounting of
anticipated
collections that will be distributable to Certificateholders to be
performed at
the related Net Mortgage Rate) as determined by the Special
Servicer or Master
Servicer, as the case may be, in its reasonable judgment; and (c)
without regard
to: (i) any 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 Borrower or with any other party to this
Agreement; (ii) the
ownership of any Certificate 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; (vi) any
obligation
that the Master Servicer or Special Servicer, as the case may be,
or any of its
affiliates, may have to cure a Breach or a Document Defect or to
repurchase or
replace a Defective Mortgage Loan; (vii) 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; or (viii) the ownership by the Master
Servicer or
Special Servicer, as the case may be, or any of its Affiliates of
any other debt
owed by, or secured by ownership interests in, any of the Borrowers
or any
Affiliate of a Borrower.
"Servicing Standard-Capmark" shall mean, with respect to the
Master
Servicer, to service and administer the Mortgage Loans hereunder in
accordance
with applicable law, the terms of this Agreement, the respective
terms of the
Mortgage Loans and, to the extent not inconsistent with the
foregoing, further
as follows: (a) with the same care, skill and diligence as is
normal and usual
in Capmark's (as a master servicer) mortgage servicing activities
on behalf of
third parties or on behalf of itself, whichever is higher, with
respect to
mortgage loans that are comparable to the Mortgage Loans; (b) with
a view to the
timely collection of all scheduled payments of principal and
interest under the
Mortgage Loans and the maximization of the recovery on the Mortgage
Loans to the
Certificateholders (as a collective whole) (or in the case of any
A/B Loan Pair
and its related B Loan, if any, the maximization of recovery on the
A/B Loan
Pair to the Certificateholders and the B Loan Holder, as
applicable, all taken
as a collective whole and taking into account the subordination of
the B Loan)
on a net present value basis; and (c) without regard to- (i) any
relationship
that the Master Servicer, or any Affiliate thereof, may have with
the related
Borrower, (ii) the ownership of any certificate, Mezzanine Loan or
any B Loans
by the Master Servicer, or by any Affiliate thereof, (iii) the
Master Servicer's
obligation to make advances, (iv) the right of the Master Servicer,
or any
Affiliate thereof, to receive reimbursement of costs, or the
sufficiency of any
compensation payable to it, hereunder or with respect to any
particular
transaction, or (v) any obligation of the Master Servicer or any of
its
Affiliates (in their capacity as a Mortgage Loan Seller) to cure a
breach of a
representation or warranty or repurchase the Mortgage Loan.
"Servicing Standard" shall mean, with respect to the Master
Servicer, the Servicing Standard-Capmark and, with respect to any
other servicer
(including without limitation the Special Servicer and any
Sub-Servicer), the
Servicing Standard-General.
"Servicing Transfer Event" shall mean, with respect to any
Mortgage
Loan, any of the following events:
(a) the related Borrower has failed to make when due any
Monthly
Payment
(including a Balloon Payment) or any other payment required
under
the
related Mortgage Loan Documents (including, in the case of an A/B
Loan
Pair, any
scheduled payment of principal or interest on any B Loan),
which
failure
continues, or the Master Servicer determines, in its reasonable
judgment,
will continue, unremedied for the following time periods-(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, for 90 days beyond the related maturity date
or, if the
related Borrower has delivered to the Master Servicer a
refinancing commitment reasonably acceptable to the Special
Servicer and
continues
to pay the Assumed Monthly Payment, for such longer period, not
to exceed
150 days beyond the related maturity date, during which the
refinancing would occur; or
(b) the Master
Servicer has determined, in its reasonable judgment,
that a
default in making a Monthly Payment (including a Balloon
Payment)
or any
other material payment required under the related Mortgage Loan
Documents
is likely to occur within 30 days and either (i) the related
Borrower
has requested a material modification of the payment terms of
the
related
Mortgage 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 Special Servicer (with the consent of
the
Controlling Class Representative in the case of a determination by
the
Special
Servicer) has determined, in its reasonable judgment, that a
default,
other than as described in clause (a) or (b) of this
definition,
has
occurred that may materially impair the value of the related
Mortgaged
Property
as security for the Mortgage Loan, which default has continued
unremedied
for the applicable cure period under the terms of the Mortgage
Loan (or,
if no cure period is specified, for 60 days), provided, that
the
failure of
the related Borrower to obtain all-risk casualty insurance
which does
not contain any carve-out for terrorist or similar acts (other
than such
amounts as are specifically allowed by the related Loan
Agreemen
