EXECUTION COPY
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Depositor
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer No. 1
MIDLAND LOAN SERVICES, INC.
Master Servicer No. 2
CAPMARK FINANCE INC.
Master Servicer No. 3
LNR PARTNERS, INC.
Special Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION
Certificate Administrator
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
$6,640,315,279
CD 2007-CD4 Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series CD 2007-CD4
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
SECTION 1.01
Defined
Terms.................................................................................10
SECTION 1.02
General Interpretive
Principles..............................................................115
SECTION 1.03
Calculation of
LIBOR.........................................................................116
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01
Conveyance of Trust Mortgage
Loans...........................................................117
SECTION 2.02
Acceptance of the Trust Fund by
Trustee......................................................120
SECTION 2.03
Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage
Loans for Document
Defects and Breaches of Representations and
Warranties....................................122
SECTION 2.04
Representations and Warranties of
Depositor..................................................126
SECTION 2.05
Conveyance of Loan REMIC Regular Interests and REMIC I Regular
Interests; Acceptance of
Loan REMIC, REMIC I, REMIC II and Grantor Trusts by
Trustee...............................128
SECTION 2.06
Issuance of Loan REMIC Interests and REMIC I
Interests.......................................128
SECTION 2.07
Execution, Authentication and Delivery of REMIC II
Certificates..............................128
SECTION 2.08
Execution, Authentication and Delivery of Class Y and Class A-MFL
Certificates...............129
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01
Administration of the Serviced Mortgage
Loans................................................130
SECTION 3.02
Collection of Trust Mortgage Loan
Payments...................................................132
SECTION 3.03
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts; Reserve Accounts.....136
SECTION 3.04
Collection Accounts, Interest Reserve Account, Gain-on-Sale Reserve
Account, Additional
Interest Account, Distribution Account, SLC Custodial Accounts,
Floating Rate Account
and Late Payment Date Loan Reserve
Account................................................141
SECTION 3.05
Permitted Withdrawals from the Collection Accounts, Interest
Reserve Account, Additional
Interest Account, Distribution Account, SLC Custodial Accounts and
Late Payment Date
Loan Reserve
Account......................................................................150
-i-
SECTION 3.06
Investment of Funds in the Servicing Accounts, Reserve Accounts,
Collection Accounts,
Interest Reserve Account, Distribution Account, Floating Rate
Account, SLC Custodial
Accounts, Gain-on-Sale Reserve Account, Additional Interest
Account, and REO Accounts.....164
SECTION 3.07
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage................166
SECTION 3.08
Enforcement of Alienation
Clauses............................................................170
SECTION 3.09
Realization Upon Defaulted Trust Mortgage Loans; Required
Appraisals.........................173
SECTION 3.10
Trustee and Custodian to Cooperate; Release of Mortgage
Files................................177
SECTION 3.11
Servicing
Compensation.......................................................................178
SECTION 3.12
Property Inspections; Collection of Financial Statements; Delivery
of Certain Reports........185
SECTION 3.13
Annual Statement as to
Compliance............................................................188
SECTION 3.14
Reports on Assessment of Compliance with Servicing Criteria;
Registered Public Accounting
Firm Attestation
Reports..................................................................190
SECTION 3.15
Access to Certain
Information................................................................192
SECTION 3.16
Title to REO Property; REO
Accounts..........................................................196
SECTION 3.17
Management of REO
Property...................................................................198
SECTION 3.18
Resolution of Defaulted Trust Mortgage Loans and REO
Properties..............................200
SECTION 3.19
Additional Obligations of Master Servicers and Special
Servicer..............................205
SECTION 3.20
Modifications, Waivers, Amendments and
Consents..............................................207
SECTION 3.21
Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping...........215
SECTION 3.22
Sub-Servicing
Agreements.....................................................................217
SECTION 3.23
Representations and Warranties of Master Servicers and Special
Servicer......................220
SECTION 3.24
Sub-Servicing Agreement Representation and
Warranty..........................................223
SECTION 3.25
Designation of Controlling Class Representative and Class WFC
Representative.................223
SECTION 3.26
Servicing of and Certain Matters Regarding a Serviced Loan
Combination.......................227
SECTION 3.27
Litigation
Control...........................................................................229
SECTION 3.28
The Swap
Agreement...........................................................................234
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01
Distributions................................................................................237
SECTION 4.02
Statements to Certificateholders: CMSA Loan Periodic Update
File.............................254
SECTION 4.03
P&I
Advances.................................................................................261
SECTION 4.04
Allocation of Realized Losses and Additional Trust Fund Expenses;
Allocation of Mortgage
Deferred Interest; Allocation of Appraisal Reduction Amounts; and
Allocation of
Prepayment Interest
Shortfalls............................................................266
-ii-
SECTION 4.05
Calculations.................................................................................270
ARTICLE V
THE CERTIFICATES
SECTION 5.01
The
Certificates.............................................................................271
SECTION 5.02
Registration of Transfer and Exchange of
Certificates........................................271
SECTION 5.03
Book-Entry
Certificates......................................................................279
SECTION 5.04
Mutilated, Destroyed, Lost or Stolen
Certificates............................................281
SECTION 5.05
Persons Deemed
Owners........................................................................281
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01
Liability of Depositor, Master Servicers and Special
Servicer................................283
SECTION 6.02
Merger, Consolidation or Conversion of Depositor or Master Servicer
or Special Servicer......283
SECTION 6.03
Limitation on Liability of Depositor, Master Servicer and Special
Servicer...................283
SECTION 6.04
Resignation of a Master Servicer and the Special
Servicer....................................285
SECTION 6.05
Rights of Depositor, Certificate Administrator and Trustee in
Respect of the Master
Servicers and the Special
Servicer........................................................285
SECTION 6.06
Depositor, Master Servicers and Special Servicer to Cooperate with
Trustee and Certificate
Administrator.............................................................................286
SECTION 6.07
Depositor, Special Servicer, the Certificate Administrator and
Trustee to Cooperate with
Master
Servicer...........................................................................286
SECTION 6.08
Depositor, Master Servicers, the Certificate Administrator and
Trustee to Cooperate with
Special
Servicer..........................................................................286
SECTION 6.09
Designation of Special Servicer by the Controlling Class
Certificateholders and Others.......286
SECTION 6.10
Master Servicer or Special Servicer as Owner of a
Certificate................................290
SECTION 6.11
The Controlling Class
Representative.........................................................291
SECTION 6.12
Certain Matters Regarding the CGM AmeriCold Portfolio Loan
Combination.......................294
SECTION 6.13
Certain Matters Regarding the Four Seasons Resort Maui Loan
Combination......................299
SECTION 6.14
Certain Matters Relating to the One World Financial Center Trust
Mortgage Loan...............299
-iii-
ARTICLE VII
DEFAULT
SECTION 7.01
Events of Default and Outside Servicer
Defaults..............................................302
SECTION 7.02
Trustee to Act; Appointment of
Successor.....................................................309
SECTION 7.03
Notification to Certificateholders and
Others................................................310
SECTION 7.04
Waiver of Events of
Default..................................................................311
SECTION 7.05
Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default.............311
ARTICLE VIII
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
SECTION 8.01
Duties of
Trustee............................................................................312
SECTION 8.02
Certain Matters Affecting
Trustee............................................................313
SECTION 8.03
Trustee and Certificate Administrator Not Liable for Validity or
Sufficiency of
Certificates or Trust Mortgage
Loans......................................................314
SECTION 8.04
Trustee and Certificate Administrator May Own
Certificates...................................315
SECTION 8.05
Fees and Expenses of Trustee and Certificate Administrator;
Indemnification of Trustee and
Certificate
Administrator.................................................................315
SECTION 8.06
Eligibility Requirements for Trustee and Certificate
Administrator...........................316
SECTION 8.07
Resignation and Removal of Trustee and Certificate
Administrator.............................317
SECTION 8.08
Successor Trustee and Certificate
Administrator..............................................318
SECTION 8.09
Merger or Consolidation of Trustee and Certificate
Administrator.............................319
SECTION 8.10
Appointment of Co-Trustee or Separate
Trustee................................................319
SECTION 8.11
Appointment of
Custodians....................................................................320
SECTION 8.12
Appointment of Authenticating
Agents.........................................................321
SECTION 8.13
Access to Certain
Information................................................................322
SECTION 8.14
Representations, Warranties and Covenants of Certificate
Administrator.......................322
SECTION 8.15
Representations, Warranties and Covenants of
Trustee.........................................324
SECTION 8.16
Reports to the
Commission....................................................................325
SECTION 8.17
Appointment of a Fiscal
Agent................................................................332
SECTION 8.18
Representations and Warranties of Fiscal
Agent...............................................333
ARTICLE IX
TERMINATION
SECTION 9.01
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans.......................335
SECTION 9.02
Additional Termination
Requirements..........................................................338
-iv-
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01
REMIC
Administration.........................................................................340
SECTION 10.02
Grantor Trust
Administration.................................................................343
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01
Amendment....................................................................................346
SECTION 11.02
Recordation of Agreement;
Counterparts.......................................................348
SECTION 11.03
Limitation on Rights of
Certificateholders...................................................349
SECTION 11.04
Governing
Law................................................................................349
SECTION 11.05
Notices......................................................................................350
SECTION 11.06
Severability of
Provisions...................................................................350
SECTION 11.07
Grant of a Security
Interest.................................................................351
SECTION 11.08
Successors and Assigns;
Beneficiaries........................................................351
SECTION 11.09
Article and Section
Headings.................................................................351
SECTION 11.10
Notices to Rating
Agencies...................................................................351
SECTION 11.11
Complete
Agreement...........................................................................353
-v-
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
Schedule I
Mortgage Loan Schedule for the Trust Mortgage Loans
Schedule II
Schedule of Exceptions to Mortgage File Delivery
Schedule III
Mortgage Loans as to Which the Related Mortgaged Property is
Covered by a Lender's Environmental
Insurance Policy
Schedule IV
Class A-SB Planned Principal Balance Schedule
Schedule V
Reference Rate Schedule
Schedule VI
Schedule of Earnouts/Holdbacks
Exhibit No.
Exhibit Description
-----------
-------------------
A-1
Form of Class A-1, A-2A, A-2B, A-3, A-SB, A-4 and A-1A Certificates
A-2
Form of Class XP, XC, XW and WFC-X Certificates
A-3
Form of Class A-MFX, A-J, B, C, D, E and F Certificates
A-4
Form of Class A-MFL, G, H, J, K, L, M, N, O, P, Q, S, WFC-1, WFC-2
and WFC-3 Certificates
A-5
Form of Class R Certificates
A-6
Form of Class Y Certificates
B
Relevant Servicing Criteria
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Calculation of Net Cash Flow
F
Form of Distribution Date Statement
G-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
G-2
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
G-3
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
G-4
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
G-5
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
H-1
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
H-2
Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
I-1
Form of Transfer Affidavit and Agreement regarding Class R
Certificates
I-2
Form of Transferor Certificate regarding Class R Certificates
J-1
Form of Notice and Acknowledgment
J-2
Form of Acknowledgment of Proposed Special Servicer
K
List of Designated Sub-Servicers
L-1
Form of Information Request/Investor Certification for Website
Access from Certificate [Holder] [Owner]
L-2
Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M
Form of Purchase Option Notice
N
Form of Defeasance Certification
O
Form of Depositor Certification
P
Form of Certificate Administrator Certification
Q-1
Form of Master Servicer Certification
Q-2
Form of Special Servicer Certification
R
Form of Outside Master Servicer Notice
-vi-
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of March 1, 2007, among CITIGROUP COMMERCIAL MORTGAGE
SECURITIES
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer No.
1, MIDLAND LOAN SERVICES, INC., as Master Servicer No. 2, CAPMARK
FINANCE INC.,
as Master Servicer No. 3, LNR PARTNERS, INC., as Special Servicer,
WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Trustee, and LASALLE BANK NATIONAL
ASSOCIATION,
as Certificate Administrator.
PRELIMINARY STATEMENT
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate
will evidence
the entire beneficial ownership interest in the Trust Fund.
As provided herein, the Certificate Administrator will elect to
treat the One World Financial Center Trust Mortgage Loan, and will
also elect to
treat each Early Defeasance Trust Mortgage Loan, as the primary
asset of a
separate REMIC for federal income tax purposes, and each such REMIC
will be
designated as a "Loan REMIC". The Class R Certificates will
represent, among
other things, the sole class of "residual interests" in each Loan
REMIC for
purposes of the REMIC Provisions under federal income tax law. In
the case of
the Loan REMIC that includes the One World Financial Center Trust
Mortgage Loan,
two separate Loan REMIC Regular Interests, constituting beneficial
ownership
interests in the subject Loan REMIC, will be issued on the Closing
Date, and
such Loan REMIC Regular Interests shall be designated as "Loan
REMIC Regular
Interest WFC-I" and "Loan REMIC Regular Interest WFC-II",
respectively. Each
such Loan REMIC Regular Interest will relate to the One World
Financial Center
Trust Mortgage Loan and any successor REO Trust Mortgage Loan with
respect
thereto. In the case of each Loan REMIC that includes an Early
Defeasance Trust
Mortgage Loan, one separate Loan REMIC Regular Interest,
constituting a
beneficial ownership interest in the subject Loan REMIC, will be
issued on the
Closing Date, and such Loan REMIC Regular Interest shall: (i) be
designated as
"Loan REMIC Regular Interest ED-X" where X is the loan number for
the subject
Early Defeasance Trust Mortgage Loan as shown on the Mortgage Loan
Schedule; and
(ii) relate to the subject Early Defeasance Trust Mortgage Loan and
any
successor REO Trust Mortgage Loan with respect thereto. Each Loan
REMIC Regular
Interest will (i) accrue interest at the related per annum rate
described in the
definition of "Loan REMIC Remittance Rate" and (ii) have an initial
Loan REMIC
Principal Balance equal to: (A) $257,000,000 in the case of Loan
REMIC Regular
Interest WFC-I; (B) $40,500,000 in the case of Loan REMIC Regular
Interest
WFC-II; and (C) the Cut-off Date Balance of the related Early
Defeasance Trust
Mortgage Loan in the case of each other Loan REMIC Regular
Interest. None of the
Loan REMIC Regular Interests will be certificated.
As provided herein, the Certificate Administrator will elect to
treat the segregated pool of assets consisting of the Trust
Mortgage Loans
(other than the One World Financial Center Trust Mortgage Loan and
the Early
Defeasance Trust Mortgage Loans and exclusive of (i) the related
Excess
Servicing Strips and (ii) any collections of Additional Interest on
any such
Trust Mortgage Loans that constitute ARD Trust Mortgage Loans after
their
respective Anticipated Repayment Dates), the Loan REMIC Regular
Interests and
certain other related assets subject to this Agreement as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC I". The Class R Certificates will represent, among other
things, the sole
class of "residual interests" in REMIC I for purposes of the REMIC
Provisions
under federal income tax law. The following table sets forth the
designation,
initial REMIC I Principal Balance and Corresponding Class of
Principal Balance
Certificates for each of the REMIC I Regular Interests. The REMIC I
Remittance
Rate in effect for any
REMIC I Regular Interest for any Distribution Date will be
determined in
accordance with the definition of "REMIC I Remittance Rate". None
of the REMIC I
Regular Interests will be certificated.
Initial REMIC I
Corresponding Class of
Designation
Principal Balance
Principal Balance Certificates
-----------
-----------------
------------------------------
A-1-1
$2,265,480
A-1
A-1-2
$2,811,690
A-1
A-1-3
$52,321,500
A-1
A-1-Prime
(1)
A-1
A-2A-1
$10,549,980
A-2A
A-2A-2
$52,450,020
A-2A
A-2A-Prime
(1)
A-2A
A-2B-1
$20,604,150
A-2B
A-2B-2
$71,657,460
A-2B
A-2B-3
$122,418,450
A-2B
A-2B-4
$68,996,340
A-2B
A-2B-5
$289,384,830
A-2B
A-2B-6
$95,048,100
A-2B
A-2B-7
$3,913,560
A-2B
A-2B-Prime
(1)
A-2B
A-3
(2)
A-3
A-3-Prime
(1)
A-3
A-SB-1
$56,805,840
A-SB
A-SB-2
$45,228,330
A-SB
A-SB-Prime
(1)
A-SB
A-4-1
$5,071,500
A-4
A-4-2
$48,586,230
A-4
A-4-3
$163,540,440
A-4
A-4-4
$141,166,620
A-4
A-4-5
$736,021,440
A-4
A-4-Prime
(1)
A-4
A-1A-1
$306,810
A-1A
A-1A-2
$385,560
A-1A
A-1A-3
$10,842,300
A-1A
A-1A-4
$12,614,490
A-1A
A-1A-5
$12,326,580
A-1A
A-1A-6
$11,929,680
A-1A
A-1A-7
$11,719,260
A-1A
A-1A-8
$11,340,000
A-1A
A-1A-9
$11,103,750
A-1A
A-1A-10
$166,326,300
A-1A
A-1A-11
$7,998,480
A-1A
A-1A-12
$7,718,130
A-1A
A-1A-13
$7,571,340
A-1A
A-1A-14
$14,077,350
A-1A
A-1A-15
$342,956,250
A-1A
-2-
Initial REMIC I
Corresponding Class of
Designation
Principal Balance
Principal Balance Certificates
-----------
-----------------
------------------------------
A-1A-Prime
(1)
A-1A
A-MFL
(2)
A-MFL
A-MFL-Prime
(1)
A-MFL
A-MFX
(2)
A-MFX
A-MFX-Prime
(1)
A-MFX
A-J
(2)
A-J
A-J-Prime
(1)
A-J
B
(2)
B
B-Prime
(1)
B
C
(2)
C
C-Prime
(1)
C
D-1
$9,143,190
D
D-2
$22,290,660
D
D-3
$4,947,390
D
D-Prime
(1)
D
E-1
$11,590,740
E
E-2
$14,396,130
E
E-Prime
(1)
E
F-1
$18,385,920
F
F-2
$12,797,820
F
F-Prime
(1)
F
G-1
$3,778,110
G
G-2
$30,932,370
G
G-3
$6,868,890
G
G-Prime
(1)
G
H-1
$18,069,660
H
H-2
$28,706,580
H
H-Prime
(1)
H
J-1
$25,579,890
J
J-2
$15,998,850
J
J-Prime
(1)
J
K-1
$633,780
K
K-2
$36,437,940
K
K-3
$9,704,520
K
K-Prime
(1)
K
L
(2)
L
L-Prime
(1)
L
M
(2)
M
M-Prime
(1)
M
N
(2)
N
N-Prime
(1)
N
O
(2)
O
O-Prime
(1)
O
P
(2)
P
-3-
Initial REMIC I
Corresponding Class of
Designation
Principal Balance
Principal Balance Certificates
-----------
-----------------
------------------------------
P-Prime
(1)
P
Q
(2)
Q
Q-Prime
(1)
Q
S
(2)
S
S-Prime
(1)
S
WFC-1
(3)
WFC-1
WFC-2
(3)
WFC-2
WFC-3
(3)
WFC-3
________________
(1)
A principal amount equal to 37% of the initial Class Principal
Balance of the Corresponding Class of Principal Balance
Certificates.
(2)
A principal amount equal to 63% of the initial Class Principal
Balance of the Corresponding Class of Principal Balance
Certificates.
(3)
A principal amount equal to 100% of the initial Class Principal
Balance of the Corresponding Class of Principal Balance
Certificates.
As provided herein, the Certificate Administrator will elect to
treat the segregated pool of assets consisting of the REMIC I
Regular Interests
as a REMIC for federal income tax purposes, and such segregated
pool of assets
will be designated as "REMIC II". The Class R Certificates will
represent, among
other things, the sole class of "residual interests" in REMIC II
for purposes of
the REMIC Provisions under federal income tax law. The following
table
irrevocably sets forth the Class designation and original Class
Principal
Balance for each Class of the Regular Certificates and the Class
A-MFL REMIC II
Regular Interest. The Pass-Through Rate for any Class of Regular
Certificates
for any Distribution Date will be determined in accordance with the
definition
of "Pass-Through Rate". For federal income tax purposes, each Class
of the
Regular Certificates (exclusive of the Class XC, Class XW, Class XP
and Class
WFC-X Certificates) will evidence a beneficial interest in REMIC II
that
constitutes, and each Class XC Component, each Class XW Component,
each Class XP
Component and each Class WFC-X Class Component will be, a separate
"regular
interest" in REMIC II.
Class
Original Class
Designation
Principal Balance
-----------
-----------------
Class A-1
$
91,109,000
Class A-2A
$
100,000,000
Class A-2B
$
1,066,703,000
Class A-3
$
464,222,000
Class A-SB
$
161,959,000
Class A-4
$
1,737,121,000
Class A-1A
$
998,756,000
Class A-MFL(1)
$
65,000,000
Class A-MFX
$
594,982,000
Class A-J
$
585,733,000
-4-
Class
Original Class
Designation
Principal Balance
-----------
-----------------
Class B
$
41,249,000
Class C
$
90,748,000
Class D
$
57,748,000
Class E
$
41,249,000
Class F
$
49,498,000
Class G
$
65,999,000
Class H
$
74,248,000
Class J
$
65,998,000
Class K
$
74,248,000
Class L
$
24,749,000
Class M
$
16,499,000
Class N
$
16,500,000
Class O
$
16,500,000
Class P
$
8,249,000
Class Q
$
16,500,000
Class S
$
74,248,279
Class XC
(2)
Class XP
(3)
Class XW
(4)
Class WFC-1
$
7,700,000
Class WFC-2
$
8,700,000
Class WFC-3
$
24,100,000
Class WFC-X
(5)
________________
(1)
Refers to the Class A-MFL REMIC II Regular Interest and not
the Class A-MFL Certificates.
(2)
The Class XC Certificates will not have a Class Principal
Balance and will not entitle Holders thereof to receive
distributions of principal. The Class XC Certificates will
have a Class Notional Amount that will equal the aggregate of
the Component Notional Amounts of the Class XC Components from
time to time. As more specifically provided herein, interest
in respect of the Class XC Certificates will consist of the
aggregate amount of interest accrued on the respective
Component Notional Amounts of the Class XC Components from
time to time.
(3)
The Class XP Certificates will not have a Class Principal
Balance and will not entitle Holders thereof to receive
distributions of principal. The Class XP Certificates will
have a Class Notional Amount that will equal the aggregate of
the Component Notional Amounts of the Class XP Components from
time to time. As more specifically provided herein, interest
in respect of the Class XP Certificates will consist of the
aggregate amount of interest accrued on the respective
Component Notional Amounts of the Class XP Components from
time to time.
(4)
The Class XW Certificates will not have a Class Principal
Balance and will not entitle Holders thereof to receive
distributions of principal. The Class XW Certificates will
have a Class Notional Amount that will equal the aggregate of
the Component Notional Amounts of the Class XW Components from
time to time. As more specifically provided herein, interest
in respect of the Class XW Certificates will consist of the
aggregate amount of interest accrued on the respective
Component Notional Amounts of the Class XW Components from
time to time.
-5-
(5)
The Class WFC-X Certificates will not have a Class Principal
Balance and will not entitle Holders thereof to receive
distributions of principal. The Class WFC-X Certificates will
have a Class Notional Amount that will equal the aggregate of
the Component Notional Amounts of the Class XP Components from
time to time. As more specifically provided herein, interest
in respect of the Class WFC-X Certificates will consist of the
aggregate amount of interest accrued on the respective
Component Notional Amounts of the Class WFC-X Components from
time to time.
The portion of the Trust Fund consisting of (i) the Class A-MFL
REMIC II Regular Interest, the Swap Agreement (and payments by the
Swap
Counterparty thereunder) and the Floating Rate Account and (ii)
amounts held
from time to time in the Floating Rate Account that represent
distributions on
the Class A-MFL REMIC II Regular Interest and payments by the Swap
Counterparty
under the Swap Agreement, shall be treated as a grantor trust for
federal income
tax purposes and shall be designated as "Grantor Trust A-MFL". As
provided
herein, the Certificate Administrator shall take all actions
required hereunder
to ensure that the portion of the Trust Fund consisting of the
Grantor Trust
A-MFL Assets maintains its status as a grantor trust under federal
income tax
law and not be treated as part of any REMIC Pool. The Class A-MFL
Certificates
shall represent undivided beneficial interests in Grantor Trust
A-MFL as
described herein.
The portion of the Trust Fund consisting of (i) the Additional
Interest and the Additional Interest Account and (ii) amounts held
from time to
time in the Additional Interest Account that represent Additional
Interest,
shall be treated as a grantor trust for federal income tax purposes
and shall be
designated as "Grantor Trust Y". As provided herein, the
Certificate
Administrator shall take all actions required hereunder to ensure
that the
portion of the Trust Fund consisting of the Grantor Trust Y Assets
maintains its
status as a grantor trust under federal income tax law and not be
treated as
part of any REMIC Pool. The Class Y Certificates shall represent
undivided
beneficial interests in Grantor Trust Y as described herein.
The portion of the Trust Fund consisting of each Early Defeasance
Yield Maintenance Payment, if any, collected hereunder in
connection with an
Early Defeasance Repurchase shall be treated as a grantor trust for
federal
income tax purposes and shall be designated as "Grantor Trust ED".
As provided
herein, the Certificate Administrator shall take all actions
required hereunder
to ensure that the portion of the Trust Fund consisting of the
Grantor Trust ED
Assets maintains its status as a grantor trust under federal income
tax law and
not be treated as part of any REMIC Pool. The Class A-1, Class
A-2A, Class XC
and Class XW Certificates shall represent undivided beneficial
interests in
Grantor Trust ED as described herein.
One (1) Trust Mortgage Loan (the "Ala Moana Portfolio Trust
Mortgage
Loan") has a Cut-off Date Balance of $404,000,000, is collectively
evidenced by
two (2) separate promissory notes designated as Note A-6 and Note
A-7,
respectively, and is secured by Mortgages encumbering the portfolio
of
properties identified on the Mortgage Loan Schedule as Ala Moana
Portfolio
(collectively, the "Ala Moana Portfolio Mortgaged Properties").
Those Mortgages
encumbering the Ala Moana Portfolio Mortgaged Properties also
secure multiple
other mortgage loans that will not be part of the Trust Fund (such
other
mortgage loans, collectively, the "Ala Moana Portfolio Non-Trust
Mortgage
Loans"), consisting of: (i) two (2) or more mortgage loans (the
"Ala Moana
Portfolio Pari Passu Non-Trust Mortgage Loans") with an aggregate
principal
balance as of the Cut-off Date of $796,000,000, which mortgage
loans are
generally pari passu in right of payment with the Ala Moana
Portfolio Trust
Mortgage Loan; and (ii) two (2) or more mortgage loans (the "Ala
Moana Portfolio
Subordinate Non-
-6-
Trust Mortgage Loans") with an aggregate principal balance as of
the Cut-off
Date of $300,000,000, which mortgage loans are generally
subordinate in right of
payment to the Ala Moana Portfolio Trust Mortgage Loan and the Ala
Moana
Portfolio Pari Passu Non-Trust Mortgage Loans. The Ala Moana
Portfolio Trust
Mortgage Loan and the Ala Moana Portfolio Non-Trust Mortgage Loans
collectively
constitute the "Ala Moana Portfolio Loan Combination" (which term
shall include
any group of successor REO Mortgage Loans or comparable deemed
mortgage loans
with respect to those multiple mortgage loans). The relative rights
of the
respective lenders in respect of the Ala Moana Portfolio Loan
Combination are
set forth in a co-lender agreement dated as of October 19, 2006 (as
amended,
restated, supplemented or otherwise modified from time to time, the
"Ala Moana
Portfolio Co-Lender Agreement"), between the holders of the
promissory notes for
the Ala Moana Portfolio Trust Mortgage Loan and the holders of the
promissory
notes for the Ala Moana Portfolio Non-Trust Mortgage Loans. The
entire Ala Moana
Portfolio Loan Combination is to be serviced and administered in
accordance with
a pooling and servicing agreement dated as of October 1, 2006 (as
amended,
restated, supplemented or otherwise modified from time to time,
together with
any other applicable successor servicing agreement, the "Ala Moana
Outside
Servicing Agreement"), between Deutsche Mortgage & Asset
Receiving Corporation,
as depositor, Capmark Finance Inc. and Wachovia Bank, National
Association, as
master servicers, J.E. Robert Company, Inc., as special servicer,
and LaSalle
Bank National Association, as trustee and paying agent.
Each of the Mortgaged Properties identified in the following table
is encumbered by a Mortgage that secures two (2) or more mortgage
loans
(together, a "Pari Passu Loan Combination", which term includes any
group of
successor REO Mortgage Loans or comparable deemed mortgage loans
with respect to
those multiple mortgage loans): (i) one (1) mortgage loan that will
be part of
the Trust Fund, that is evidenced by its own promissory note and
has a Cut-off
Date Balance equal to the amount set forth in the following table;
and (ii) one
(1) or more mortgage loans (each, a "Pari Passu Non-Trust Mortgage
Loan", which
term also applies to each Ala Moana Portfolio Pari Passu Non-Trust
Mortgage
Loan) that will not be part of the Trust Fund, that are each
evidenced by its
own promissory note, that are each generally pari passu in right of
payment with
the related Trust Mortgage Loan and that has or collectively have,
as the case
may be, an unpaid principal balance as of the Cut-off Date equal to
the amount
set forth in the following table:
Cut-off Date Balance
Cut-off Date Balance
Name of Mortgaged Property
of Subject Trust
of Related Pari Passu
as set forth on the Mortgage Loan Schedule
Mortgage Loan
Non-Trust Mortgage Loan
------------------------------------------
--------------------
-----------------------
1.
Mall of America
$
306,000,000
$
449,000,000
2.
Four Seasons Resort Maui
$
250,000,000
$
175,000,000
3.
CGM AmeriCold Portfolio
$
180,000,000
$
145,000,000
4.
DB AmeriCold Portfolio
$
180,000,000
$
170,000,000
The relative rights of the respective lenders in respect of each
Pari Passu Loan Combination are set forth in a co-lender agreement
or
intercreditor agreement (as amended, restated, supplemented or
otherwise
modified from time to time, an "A/A Co-Lender Agreement"), between
the holder of
the Mortgage Note for the related Trust Mortgage Loan and the
holder(s) of the
promissory note(s) for the related Pari Passu Non-Trust Mortgage
Loan(s).
-7-
The Four Seasons Resort Maui Loan Combination and the CGM AmeriCold
Portfolio Loan Combination are each to be serviced and administered
in
accordance with this Agreement.
The Mall of America Portfolio Loan Combination is to be serviced
and
administered in accordance with a pooling and servicing agreement
dated as of
December 1, 2006 (as amended, restated, supplemented or otherwise
modified from
time to time, together with any other applicable successor
servicing agreement,
the "Mall of America Outside Servicing Agreement"), between
Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Midland Loan Services,
Inc., as
master servicer, LNR Partners, Inc., as special servicer, and
LaSalle Bank
National Association, as trustee and paying agent.
The DB AmeriCold Portfolio Loan Combination is to be serviced and
administered in accordance with a pooling and servicing agreement
dated as of
March 7, 2006 (as amended, restated, supplemented or otherwise
modified from
time to time, together with any other applicable successor
servicing agreement,
the "DB AmeriCold Portfolio Outside Servicing Agreement"), between
J.P. Morgan
Chase Commercial Securities Corp., as depositor, Capmark Finance
Inc., as master
servicer, ARCap Servicing, Inc. and LNR Partners, Inc., as special
servicers,
and Wells Fargo Bank, N.A., as trustee and paying agent.
Each of the Mortgaged Properties identified in the following table
is encumbered by a Mortgage that secures two (2) loans (together,
an "A/B Loan
Combination", which term shall include any group of successor REO
Mortgage Loans
with respect to those two (2) mortgage loans): (i) one (1) mortgage
loan (an
"A-Note Trust Mortgage Loan") that will be part of the Trust Fund,
that is
evidenced by a promissory note designated as Note A and that has a
Cut-off Date
Balance equal to the amount set forth in the following table; and
(ii) one (1)
or more mortgage loans (individually and collectively, the related
"B-Note
Non-Trust Mortgage Loan") that will not be part of the Trust Fund,
that are each
evidenced by a separate promissory note designated as Note B, Note
B-1 or Note
B-2, that are each (as and to the extent set forth in the related
Co-Lender
Agreement) subordinate in right of payment of interest and
principal to the
related A-Note Trust Mortgage Loan and that have an unpaid
principal balance as
of the Cut-off Date equal to the amount set forth in the following
table.
Cut-off Date Balance
Cut-off Date Balance
Name of Mortgaged Property
of Note A
of Note B
as set forth on the Mortgage Loan Schedule
Trust Mortgage Loan
Non-Trust Mortgage Loan
------------------------------------------
-------------------
-----------------------
1.
One World Financial Center
$
297,500,000
$
12,500,000
2.
Bi-Lo Stores
$
7,560,000
$
495,000
3.
Crown Ridge Apartments
$
6,983,004
$
437,500
4.
Chestnut Hill IV
$
2,300,000
$
150,000
The relative rights of the respective lenders in respect of each
A/B
Loan Combination are set forth in a related co-lender agreement or
intercreditor
agreement (as amended, restated, supplemented or otherwise modified
from time to
time, an "A/B Co-Lender Agreement"), between the holder of the
Mortgage Note for
the related A-Note Trust Mortgage Loan and the holder of the
promissory note for
the related B-Note Non-Trust Mortgage Loan. Each A/B Loan
Combination is to be
serviced and administered in accordance with this Agreement.
-8-
There exists one (1) Trust Mortgage Loan (the "JQH Hotel Portfolio
B-Note Trust Mortgage Loan") that is evidenced by a Mortgage Note
designated as
Note B and is, together with another mortgage loan that will not be
part of the
Trust Fund (such other mortgage loan, the "JQH Hotel Portfolio
Non-Trust
Mortgage Loan"), secured on a collective basis by the same
Mortgage(s)
encumbering the portfolio of properties identified on the Mortgage
Loan Schedule
as the JQH Hotel Portfolio B-Note (collectively, the "JQH Hotel
Portfolio
Mortgaged Properties"). The JQH Hotel Portfolio B-Note Trust
Mortgage Loan will
have a Cut-off Date Balance of $9,888,519, and the JQH Hotel
Portfolio Non-Trust
Mortgage Loan will have an unpaid principal balance as of the
Cut-off Date of
$152,000,000. The JQH Hotel Portfolio B-Note Trust Mortgage Loan
and the JQH
Hotel Portfolio Non-Trust Mortgage Loan collectively constitute the
"JQH Hotel
Portfolio Loan Combination" (which includes any group of successor
REO Mortgage
Loans or comparable deemed mortgage loans with respect to those two
(2) mortgage
loans). The relative rights of the respective lenders in respect of
the JQH
Hotel Portfolio Loan Combination are set forth in a co-lender
agreement dates as
of June 8, 2006 (as amended, restated supplemented or otherwise
modified from
time to time, the "JQH Hotel Portfolio Co-Lender Agreement"),
between the holder
of the Mortgage Note for the JQH Hotel Portfolio B-Note Trust
Mortgage Loan and
the holder of the promissory note for the JQH Hotel Portfolio
Non-Trust Mortgage
Loan. The JQH Hotel Portfolio Loan Combination will be serviced and
administered
in accordance with a pooling and servicing agreement dated as of
June 1, 2006
(as amended, restated, supplemented or otherwise modified from time
to time,
together with any other applicable successor servicing agreement,
the "JQH Hotel
Outside Servicing Agreement"), between J.P. Morgan Chase Commercial
Securities
Corp., as depositor, Capmark Finance Inc. and Wachovia Bank,
National
Association, as master servicers, LNR Partners, Inc., as special
servicer, Wells
Fargo Bank, N.A. as trustee and LaSalle Bank National Association
as paying
agent.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicer, the Trustee
and the
Certificate Administrator agree as follows:
-9-
ARTICLE I
DEFINITIONS
SECTION 1.01
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"A-Note Trust Mortgage Loan": As defined in the Preliminary
Statement hereto.
"A/A Co-Lender Agreement": As defined in the Preliminary Statement
hereto.
"A/A Controlling Party": With respect to the Mall of America Loan
Combination, the Mall of America Non-Trust Mortgage Loan Noteholder
or its
designee under the Mall of America Co-Lender Agreement; with
respect to the Four
Seasons Resort Maui Loan Combination, the Controlling Class
Representative; with
respect to the CGM AmeriCold Portfolio Loan Combination, the
Controlling Class
Representative; and with respect to the DB AmeriCold Portfolio Loan
Combination,
the "Controlling Note Holder" under or, if applicable under the
circumstances,
any operating advisor appointed thereby in accordance with the DB
AmeriCold
Portfolio Co-Lender Agreement.
"A/B Co-Lender Agreement": As defined in the Preliminary Statement
hereto.
"A/B Controlling Party": With respect to the One World Financial
Center Loan Combination, the One World Financial Center Controlling
Party; and
with respect to each other A/B Loan Combination, the Controlling
Class
Representative.
"A/B Loan Combination": As defined in the Preliminary Statement
hereto.
"ACS": American Capital Strategies, Ltd. or its successor in
interest.
"ACS Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of March 14, 2007, between GACC and
ACS, and
relating to the transfer of certain Trust Mortgage Loans by ACS to
GACC.
"ACS Trust Mortgage Loan": Each of the Trust Mortgage Loans
transferred and assigned by ACS to GACC pursuant to the ACS
Mortgage Loan
Purchase Agreement, and by GACC to the Depositor pursuant to the
GACC Mortgage
Loan Purchase Agreement and each Qualified Substitute Mortgage Loan
delivered in
replacement thereof in accordance with this Agreement and the ACS
Mortgage Loan
Purchase Agreement.
"Accrued Certificate Interest": With respect to any Class of
Principal Balance Certificates (other than the Class A-MFL
Certificates) and the
Class A-MFL REMIC II Regular Interest for any Distribution Date,
one-twelfth of
the product of (a) the annual Pass-Through Rate applicable to
-10-
such Class of Certificates or the Class A-MFL REMIC II Regular
Interest, as the
case may be, for such Distribution Date, multiplied by (b) the
related Class
Principal Balance outstanding immediately prior to such
Distribution Date; and,
with respect to each Class of the Class X Certificates for any
Distribution
Date, the aggregate amount of Accrued Component Interest for the
related
Interest Accrual Period for all of the Class XC Components, in the
case of the
Class XC Certificates, the Class XW Components, in the case of the
Class XW
Certificates, the Class XP Components, in the case of the Class XP
Certificates,
or the Class WFC-X Components, in the case of the Class WFC-X
Certificates, for
such Distribution Date. Accrued Certificate Interest shall be
calculated on a
30/360 Basis and, with respect to each Class of Regular
Certificates and the
Class A-MFL REMIC II Regular Interest for any Distribution Date,
shall be deemed
to accrue during the calendar month preceding the month in which
such
Distribution Date occurs.
"Accrued Component Interest": With respect to any Class X Component
for any Distribution Date, one-twelfth of the product of (a) the
annual Class X
Strip Rate applicable to such Class X Component for such
Distribution Date,
multiplied by (b) the Component Notional Amount of such Class X
Component
outstanding immediately prior to such Distribution Date. Accrued
Component
Interest shall be calculated on a 30/360 Basis and, with respect to
each Class X
Component for any Distribution Date, shall be deemed to accrue
during the
calendar month preceding the month in which such Distribution Date
occurs.
"Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or
other
applicable accrual period) in a year assumed to consist of 360
days.
"Actual/360 Trust Mortgage Loan": Each Trust Mortgage Loan that
accrues interest on an Actual/360 Basis and that is identified as
an Actual/360
Trust Mortgage Loan on the Mortgage Loan Schedule.
"Additional Interest": With respect to any ARD Trust Mortgage Loan
after its Anticipated Repayment Date, all interest accrued on the
principal
balance of such ARD Trust Mortgage Loan at the Additional Interest
Rate (the
payment of which interest shall, under the terms of such ARD Trust
Mortgage
Loan, be deferred until the entire outstanding principal balance of
such ARD
Trust Mortgage Loan has been paid), together with all interest, if
any, accrued
at the related Mortgage Rate plus the related Additional Interest
Rate on such
deferred interest. For purposes of this Agreement, Additional
Interest on an ARD
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto shall be deemed not to constitute principal or any portion
thereof and
shall not be added to the unpaid principal balance or Stated
Principal Balance
of such ARD Trust Mortgage Loan or successor REO Trust Mortgage
Loan,
notwithstanding that the terms of the related Trust Mortgage Loan
documents so
permit. To the extent that any Additional Interest is not paid on a
current
basis, it shall be deemed to be deferred interest.
"Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Certificate Administrator
pursuant to
Section 3.04(d) on behalf of the Trustee in trust for the
Certificateholders,
which shall be entitled "[NAME OF CERTIFICATE ADMINISTRATOR], as
Certificate
Administrator, for [NAME OF TRUSTEE], as Trustee, in trust for the
registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage Pass-
-11-
Through Certificates, Series CD 2007-CD4, Additional Interest
Account". The
Additional Interest Account shall not be an asset of any REMIC
Pool.
"Additional Interest Rate": With respect to any ARD Trust Mortgage
Loan after its Anticipated Repayment Date, the incremental increase
in the per
annum rate at which such ARD Trust Mortgage Loan accrues interest
after the
Anticipated Repayment Date (in the absence of defaults) as
calculated and as set
forth in the related Trust Mortgage Loan documents.
"Additional Item 1123 Servicer": Any Additional Servicer that meets
the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB
with respect
to the Subject Securitization Transaction.
"Additional Servicer": Any Servicer, other than a Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and
4.03(d),
interest payable to any party hereto on Advances made thereby (to
the extent not
offset by Penalty Interest and late payment charges or amounts
otherwise payable
to any related Non-Trust Mortgage Loan Noteholder) and amounts
payable to the
Special Servicer in connection with inspections of Mortgaged
Properties required
pursuant to the first sentence of Section 3.12(a) (to the extent
not otherwise
paid from Penalty Interest and late payment charges or amounts
otherwise payable
to any related Non-Trust Mortgage Loan Noteholder or recovered from
the related
Mortgagor), as well as (without duplication) any of the expenses of
the Trust
Fund that may be withdrawn (x) pursuant to any of clauses (xi),
(xii), (xiii),
(xv), (xviii), (xix) and (xxi) of Section 3.05(a), out of general
collections on
the Trust Mortgage Loans and any REO Properties on deposit in the
Collection
Account, or (y) pursuant to any of clauses (x), (xi), (xii), (xiv)
and (xv) of
Section 3.05(e), out of collections on any Serviced Loan
Combination or any
related SLC REO Property on deposit in the related SLC Custodial
Account, but
only to the extent that such collections would otherwise be
transferred to a
Collection Account with respect to the related LC Trust Mortgage
Loan or any
successor REO Trust Mortgage Loan with respect thereto, or (z)
pursuant to any
of clauses (ii), (iv), (v) and (vi) of Section 3.05(b) out of
general
collections on the Trust Mortgage Loans and any REO Properties on
deposit in the
Distribution Account; provided that for purposes of the allocations
contemplated
by Section 4.04, no such expense shall be deemed to have been
incurred by the
Trust Fund until such time as the payment thereof is actually made
from a
Collection Account, an SLC Custodial Account or the Distribution
Account, as the
case may be.
"Additional Yield Amount": With respect to (i) any Distribution
Date, (ii) any Class of Principal Balance Certificates (other than
any Excluded
Class) or the Class A-MFL REMIC II Regular Interest, and (iii) any
Yield
Maintenance Charge or Prepayment Premium actually Received by the
Trust during
the related Collection Period on a Trust Mortgage Loan or an REO
Trust Mortgage
Loan (for purposes of this definition, the "Prepaid Loan") in a
Loan Group with
respect to which distributions of principal are being made on such
Class of
Principal Balance Certificates or the Class A-MFL REMIC II Regular
Interest, as
the case may be, on such Distribution Date, the product of (a) such
Yield
Maintenance Charge or Prepayment Premium (net of any Liquidation
Fee payable in
connection with the receipt thereof and, if the One World Financial
Center Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto is
the Prepaid Loan, exclusive of any portion thereof allocable to
Loan REMIC
Regular Interest WFC-II), multiplied by (b) a fraction, which in no
event will
be greater than one or less than zero, the numerator of which is
equal to the
positive excess, if any, of (i) the Pass-
-12-
Through Rate for such Class of Principal Balance Certificates or
the Class A-MFL
REMIC II Regular Interest, as the case may be, for such
Distribution Date, over
(ii) the related Discount Rate, and the denominator of which is
equal to the
positive excess, if any, of (i) the Mortgage Rate for the Prepaid
Loan, over
(ii) the related Discount Rate, multiplied by (c) a fraction, the
numerator of
which is equal to the amount of principal distributable on such
Class of
Principal Balance Certificates or the Class A-MFL REMIC II Regular
Interest, as
the case may be, on such Distribution Date with respect to the Loan
Group that
includes the Prepaid Loan, and the denominator of which is equal to
that portion
of the Net Principal Distribution Amount for such Distribution Date
that is
attributable to the Loan Group that includes the Prepaid Loan.
"Adjusted REMIC I Remittance Rate": With respect to any REMIC I
Regular Interest (other than REMIC I Regular Interest A-MFL and
REMIC I Regular
Interest A-MFL-Prime), for any Distribution Date, an annual rate
equal to the
Pass-Through Rate in effect for such Distribution Date for the
Class of
Principal Balance Certificates as to which such REMIC I Regular
Interest is a
Corresponding REMIC I Regular Interest; and, with respect to each
of REMIC I
Regular Interest A-MFL and REMIC I Regular Interest A-MFL-Prime,
for any
Distribution Date, an annual rate equal to the Pass-Through Rate in
effect for
such Distribution Date for the Class A-MFL REMIC II Regular
Interest.
"Administered REO Property": Any REO Property that relates to a
Serviced Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(e).
"Adverse REMIC Event": As defined in Section 10.01(h).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Aggregate Excess Servicing Strip": With respect to Master Servicer
No. 1, the aggregate Excess Servicing Strip for those Trust
Mortgage Loans as to
which Master Servicer No. 1 is the applicable Master Servicer and
for any
successor REO Trust Mortgage Loans with respect thereto; with
respect to Master
Servicer No. 2, the aggregate Excess Servicing Strip for those
Trust Mortgage
Loans as to which Master Servicer No. 2 is the applicable Master
Servicer and
for any successor REO Trust Mortgage Loans with respect thereto;
and with
respect to Master Servicer No. 3, the aggregate Excess Servicing
Strip for those
Trust Mortgage Loans as to which Master Servicer No. 3 is the
applicable Master
Servicer and for any successor REO Trust Mortgage Loans with
respect thereto.
-13-
"Ala Moana Portfolio Co-Lender Agreement": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Controlling Holder": The "Controlling Holder"
under the Ala Moana Portfolio Co-Lender Agreement.
"Ala Moana Portfolio Loan Combination": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Mortgaged Properties": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Non-Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Outside Servicing Agreement": As defined in
the
Preliminary Statement hereto.
"Ala Moana Portfolio Pari Passu Non-Trust Mortgage Loans": As
defined in the Preliminary Statement hereto.
"Ala Moana Portfolio Subordinate Non-Trust Mortgage Loans": As
defined in the Preliminary Statement hereto.
"Ala Moana Portfolio Trust Mortgage Loan": As defined in the
Preliminary Statement hereto.
"Annual Assessment Report": As defined in Section 3.14.
"Annual Attestation Report": As defined in Section 3.14.
"Annual Statement of Compliance": As defined in Section 3.13.
"Anticipated Repayment Date": For each ARD Trust Mortgage Loan, the
date specified in the related Mortgage Note after which the per
annum rate at
which interest accrues on such ARD Trust Mortgage Loan will
increase as
specified in the related Mortgage Note (other than as a result of a
default
thereunder).
"Appraisal": With respect to any Trust Mortgage Loan, an appraisal
of the related Mortgaged Property from an Independent Appraiser
selected by the
Special Servicer or the applicable Master Servicer, prepared in
accordance with
12 C.F.R. ss. 225.64 and conducted in accordance with the standards
of the
American Appraisal Institute by an Independent Appraiser, which
Independent
Appraiser shall be advised to take into account the factors
specified in Section
3.09(a), any available environmental, engineering or other
third-party reports,
and other factors that a prudent real estate appraiser would
consider. Absent
bad faith, any party hereto may conclusively rely on any Appraisal
obtained by
or delivered to that party in accordance with this Agreement for
purposes of
establishing the Appraised Value of a Mortgaged Property.
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"Appraisal Reduction Amount": With respect to any Required
Appraisal
Trust Mortgage Loan, the excess, if any, of: (a) the sum of, as
calculated by
the Special Servicer as of the first Determination Date immediately
succeeding
the Special Servicer obtaining knowledge of the subject Trust
Mortgage Loan
becoming a Required Appraisal Trust Mortgage Loan, if no new
Required Appraisal
is required, or the date on which a Required Appraisal (or letter
update or
internal valuation, if applicable) is obtained, if a new Required
Appraisal is
required, and as of each Determination Date thereafter so long as
the related
Trust Mortgage Loan remains a Required Appraisal Trust Mortgage
Loan (without
duplication), (i) the Stated Principal Balance of the subject
Required Appraisal
Trust Mortgage Loan, (ii) to the extent not previously advanced by
or on behalf
of the applicable Master Servicer, the Trustee or any Fiscal Agent,
all unpaid
interest accrued on such Required Appraisal Trust Mortgage Loan
through the most
recent Due Date prior to such Determination Date at a per annum
rate equal to
the related Net Mortgage Rate (exclusive of any portion thereof
that constitutes
Additional Interest), (iii) without duplication, all accrued but
unpaid
Servicing Fees, and all accrued but unpaid items that, upon
payment, would be
Additional Trust Fund Expenses, in respect of such Required
Appraisal Trust
Mortgage Loan, (iv) all related unreimbursed Advances (plus accrued
interest
thereon) made by or on behalf of the Special Servicer, the
applicable Master
Servicer, the Trustee or any Fiscal Agent with respect to such
Required
Appraisal Trust Mortgage Loan and (v) all currently due and unpaid
real estate
taxes and unfunded improvement reserves and assessments, insurance
premiums,
and, if applicable, ground rents in respect of the related
Mortgaged Property;
over (b) an amount equal to the sum of (i) the Required Appraisal
Value and (ii)
all escrows, reserves and letters of credit held for the purposes
of reserves
(provided such letters of credit may be drawn upon for reserve
purposes under
the related loan documents) held with respect to such Required
Appraisal Trust
Mortgage Loan. If the Special Servicer fails to obtain a Required
Appraisal (or
letter update or internal valuation, if applicable) within the time
limit
described in Section 3.09(a), and such Required Appraisal (or
letter update or
internal valuation, if applicable) is required thereunder, then the
Appraisal
Reduction Amount for the related Required Appraisal Trust Mortgage
Loan will
equal 25% of the outstanding principal balance of such Required
Appraisal Trust
Mortgage Loan to be adjusted upon receipt of a Required Appraisal
or letter
update or internal valuation, if applicable.
Each Serviced Loan Combination will be treated as a single Trust
Mortgage Loan for purposes of calculating an Appraisal Reduction
Amount and, to
the extent known to the party calculating any Appraisal Reduction
Amount with
respect to a Pari Passu Loan Combination that is a Serviced Loan
Combination,
amounts described in clause (a) of the prior paragraph shall
include unpaid
interest on any delinquency advances with respect to any related
Pari Passu
Non-Trust Mortgage Loan or any successor REO Serviced Non-Trust
Mortgage Loan
with respect thereto that is included in a rated commercial
mortgage
securitization.
Any Appraisal Reduction Amount with respect to an A/B Loan
Combination will be allocated first to the related B-Note Non-Trust
Mortgage
Loan(s) (or any successor REO Serviced Non-Trust Mortgage Loans
with respect
thereto) up to the outstanding principal balance thereof, together
with all
unpaid interest (other than Default Interest) accrued thereon, and
then to the
related A-Note Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto). Any Appraisal Reduction Amount with respect
to a Pari
Passu Loan Combination that is a Serviced Loan Combination will be
allocated
among the Mortgage Loans or REO Mortgage Loans, as the case may be,
that
comprise such Loan Combination on a pro rata basis by balance.
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Notwithstanding the foregoing, in the case of an Outside Serviced
Loan Combination, the term "Appraisal Reduction Amount" shall have
the meaning
assigned to that term or any analogous term in the related Outside
Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal
Reduction Amount
with respect to an Outside Serviced Loan Combination shall be
calculated, and
allocated between the respective mortgage loans comprising such
Outside Serviced
Loan Combination by, the applicable Outside Servicer pursuant to
the related
Outside Servicing Agreement; and the parties hereto shall be
entitled to rely on
such calculations, and the allocations to the related Outside
Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, as
reported to them by the applicable Outside Servicer.
"Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or
letter update
or internal valuation, if applicable) that is contained in the
related Servicing
File. Absent bad faith, any party hereto may conclusively rely on
any Appraisal
(or letter update or internal valuation, if applicable) obtained by
or delivered
to that party in accordance with this Agreement for purposes of
establishing the
Appraised Value of a Mortgaged Property.
"ARD Trust Mortgage Loan": Any Trust Mortgage Loan that provides
that if the unamortized principal balance thereof is not repaid on
its
Anticipated Repayment Date, such Trust Mortgage Loan will accrue
Additional
Interest at the rate specified in the related Mortgage Note and the
Mortgagor is
required to apply excess monthly cash flow generated by the related
Mortgaged
Property to the repayment of the outstanding principal balance on
such Trust
Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or
instrument
executed by the Mortgagor in connection with the origination of the
related
Serviced Mortgage Loan.
"Assumed Periodic Payment": With respect to any Balloon Loan for
its
scheduled maturity date (provided that such Balloon Loan has not
been paid in
full and no other Liquidation Event has occurred in respect thereof
on or before
such scheduled maturity date) and for any Due Date thereafter as of
which such
Balloon Loan remains outstanding and part of the Trust Fund, the
Periodic
Payment of principal and/or interest deemed to be due in respect
thereof on such
Due Date equal to the amount that would have been due in respect of
such Balloon
Loan on such Due Date if the related Mortgagor had been required to
continue to
pay principal in accordance with the amortization schedule, if any,
and pay
interest accrued at the Mortgage Rate, in each case in effect
immediately prior
to, and without regard to the occurrence of, its scheduled maturity
date. With
respect to any REO Mortgage Loan, for any Due Date therefor as of
which the
related REO Property or any interest therein remains part of the
Trust Fund, the
Periodic Payment of principal and/or interest deemed to be due in
respect
thereof on such Due Date equal to the amount that would have been
due in respect
of the predecessor Trust Mortgage Loan (or, in the case of any REO
Serviced
Non-Trust Mortgage Loan, the predecessor Serviced Non-Trust
Mortgage Loan) on
such Due Date if (x) the related Mortgagor had been required to
continue to pay
principal in accordance with the amortization schedule, if any, and
pay interest
accrued at the Mortgage Rate, in each case in effect on the Due
Date immediately
prior to the predecessor Trust Mortgage Loan becoming an REO Trust
Mortgage Loan
or the predecessor Serviced Non-Trust Mortgage Loan becoming an REO
Serviced
Non-Trust Mortgage Loan, as the case may be, and (y) the
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predecessor Trust Mortgage Loan or Serviced Non-Trust Mortgage
Loan, as the case
may be, had remained outstanding (or, if the predecessor Trust
Mortgage Loan or
Serviced Non-Trust Mortgage Loan, as the case may be, was a Balloon
Loan and
such Due Date coincides with or follows what had been its scheduled
maturity
date, the Assumed Periodic Payment that would have been deemed due
in respect of
the predecessor Trust Mortgage Loan or Serviced Non-Trust Mortgage
Loan, as the
case may be, on such Due Date had it remained outstanding).
"Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the
Certificate
Administrator).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of, without duplication, (i)
the aggregate
of the amounts on deposit in the Collection Accounts and the
Distribution
Account as of the close of business at the end of the related
Collection Period
and, subject to the last sentence of Section 3.02(b), any other
amounts received
(or deemed to be received) by or on behalf of any Master Servicer
or the
Certificate Administrator as of the close of business on the last
day of such
Collection Period and required to be deposited in a Collection
Account or the
Distribution Account, (ii) the aggregate amount of any P&I
Advances made by the
Master Servicers, the Trustee and/or any Fiscal Agent for
distribution on the
Certificates on such Distribution Date pursuant to Section 4.03,
(iii) to the
extent not already included in clause (a)(i), the aggregate amount
transferred
from the Pool REO Account (if established) and/or any SLC Custodial
Account to
the Collection Accounts, on or prior to the P&I Advance Date in
such month,
pursuant to Section 3.16(c) and/or Section 3.05(e), as applicable,
(iv) the
aggregate amount deposited by the Master Servicers in the
Collection Accounts
for such Distribution Date pursuant to Section 3.19 in connection
with
Prepayment Interest Shortfalls, (v) for each Distribution Date
occurring in
March, and for the final Distribution Date if the final
Distribution Date occurs
in February or, if such year is not a leap year, in January, the
aggregate of
the Interest Reserve Amounts in respect of each Interest Reserve
Trust Mortgage
Loan and Interest Reserve REO Trust Mortgage Loan deposited into
the
Distribution Account pursuant to Section 3.05(c), and (vi) the
aggregate amount,
if any, transferred from the Late Payment Date Reserve Account to
Distribution
Account on the related P&I Advance Date, net of (b) the portion
of the amount
described in clause (a) of this definition that represents one or
more of the
following: (i) collected Periodic Payments that are due on a Due
Date following
the end of the related Collection Period (or, in the case of a Type
II Late
Payment Date Trust Mortgage Loan, following the end of the calendar
month in
which such Distribution Date occurs), (ii) any amounts payable or
reimbursable
to any Person from (A) a Collection Account pursuant to clauses
(ii)-(xvi) and
(xviii)-(xxi) of Section 3.05(a) or (B) the Distribution Account
pursuant to
clauses (ii)-(vi) of Section 3.05(b), (iii) Prepayment Premiums,
Yield
Maintenance Charges and Early Defeasance Yield Maintenance
Payments, (iv)
Additional Interest, (v) with respect to the Distribution Date
occurring in
February of each year and in January of each year that is not a
leap year, the
Interest Reserve Amounts with respect to the Interest Reserve Trust
Mortgage
Loans and any Interest Reserve REO Trust Mortgage Loans to be
withdrawn from the
Distribution Account and deposited in the Interest Reserve Account
in respect of
such Distribution Date and held for future distribution pursuant to
Section
3.04(c), (vi) any Late Payment Date Reserve Amounts transferred or
to be
transferred from the Collection Account to the Late Payment Date
Reserve Account
during the calendar month in which such Distribution Date occurs,
and (vii) any
amounts deposited in a Collection Account or the Distribution
Account in error.
The Available Distribution Amount will not include any amounts
required to be
distributed pursuant to the terms of a Co-Lender Agreement or this
Agreement to
a Serviced Non-Trust Mortgage Loan Noteholder.
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"B-Note Non-Trust Mortgage Loan": As defined in the Preliminary
Statement hereto.
"Balloon Loan": Any Trust Mortgage Loan or B-Note Non-Trust
Mortgage
Loan that by its original terms or by virtue of any modification
entered into as
of the Closing Date provides for an amortization schedule extending
beyond its
Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Periodic Payment payable on the scheduled
maturity date of
such Serviced Mortgage Loan.
"Balloon Payment Interest Shortfall": With respect to any Type II
Late Payment Date Trust Mortgage Loan, an amount equal to interest
at the
related Mortgage Rate (net of the related Master Servicing Fee
Rate) accrued
during the period from and including the related Stated Maturity
Date to but not
including the 11th calendar day of the month in which the related
Stated
Maturity Date occurs on a principal amount equal to the Stated
Principal Balance
of such Trust Mortgage Loan as of the close of business on the
Distribution Date
immediately preceding the related Stated Maturity Date.
"Balloon Trust Mortgage Loan": Any Trust Mortgage Loan that is a
Balloon Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Bid Allocation": With respect to a terminated Master Servicer or
any of its Sub-Servicers and the proceeds of any bid pursuant to
Section
7.01(e), the amount of such proceeds (net of any expenses incurred
in connection
with such bid and transfer of servicing), multiplied by a fraction
equal to (a)
the Servicer Fee Amount for such Master Servicer or such
Sub-Servicer, as the
case may be, as of such date of determination, over (b) the
aggregate of the
Servicer Fee Amounts for such Master Servicer and all of its
Sub-Servicers as of
such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or the cities in
which the
Corporate Trust Office of the Trustee, the offices of the
Certificate
Administrator, the offices of any Master Servicer or the offices of
the Special
Servicer are located, are authorized or obligated by law or
executive order to
remain closed.
"Capmark": Capmark Finance Inc. or its successor in interest.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
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"Certificate": Any one of the CD 2007-CD4 Commercial Mortgage
Trust,
Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4,
as executed
by the Certificate Registrar and authenticated and delivered
hereunder by the
Authenticating Agent.
"Certificate Administrator": LaSalle Bank National Association, its
successor in interest, or any successor certificate administrator
appointed as
herein provided.
"Certificate Administrator Reportable Event": Any of the following
events, conditions, circumstances and/or matters:
(i)
the entry into or amendment to a definitive agreement that
is material to the Subject Securitization Transaction, including,
for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Certificate
Administrator or
any Servicing Representative of the Certificate Administrator is a
party
to such agreement or has entered into such agreement on behalf of
the
Trust;
(ii)
the termination of a definitive agreement that is material
to the Subject Securitization Transaction (otherwise than by
expiration of
the agreement on its stated termination date or as a result of all
parties
completing their obligations under such agreement), but only if the
Certificate Administrator or any Servicing Representative of the
Certificate Administrator is a party to such agreement or has
entered into
such agreement on behalf of the Trust;
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the
existing
directors and officers in possession but subject to the supervision
and
orders of a court or governmental authority, but only if the
subject
Material Debtor is (A) the Certificate Administrator, (B) any
Servicing
Representative of the Certificate Administrator that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Enhancement/Support Provider or (D) the Trust;
(iv)
the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or
governmental
authority having supervision or jurisdiction over substantially all
of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) the Certificate Administrator, (B) any
Servicing
Representative of the Certificate Administrator that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Enhancement/Support Provider or (D) the Trust;
(v)
any event that has occurred hereunder that would materially
alter the payment priority or distribution of cash flows regarding
the
Certificates;
(vi)
any material modification to the rights of the Holders of
any Class of Certificates, including by reason of a modification to
this
Agreement, a Mortgage Loan Purchase Agreement or any other
constituent
instrument;
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(vii)
any material limitation or qualification of the rights
evidenced by any Class of Certificates by reason of the
modification of
any other Class of Certificates;
(viii)
any amendment to this Agreement pursuant to Section
11.01;
(ix)
any resignation, removal, replacement or substitution of
(A) the Certificate Administrator, the Trustee, a Master Servicer
or the
Special Servicer or (B) any Servicing Representative of the
Certificate
Administrator that constitutes a Servicer contemplated by Item
1108(a)(2)
of Regulation AB;
(x)
any appointment of (A) a new Certificate Administrator, new
Trustee, new Master Servicer or new Special Servicer or (B) any new
Servicing Representative of the Certificate Administrator that
constitutes
a Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(xi)
any termination of a material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item
1115 of
Regulation AB that was previously applicable regarding one or more
Classes
of the Certificates, which termination has occurred other than by
expiration of the contract on its stated termination date or as a
result
of all parties completing their obligations under such agreement;
(xii)
any addition of a material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item
1115 of
Regulation AB with respect to one or more Classes of the
Certificates;
(xiii)
any material amendment or modification of a material
enhancement or support specified in Item 1114(a)(1) through (3) of
Regulation AB or Item 1115 of Regulation AB with respect to one or
more
Classes of the Certificates;
(xiv)
any material failure on the part of the Certificate
Administrator to make on the applicable Distribution Date any
required
monthly distributions to the Holders of any Class of Certificates;
(xv)
any nonpublic disclosure, by the Certificate Administrator
or any Servicing Representative of the Certificate Administrator,
with
respect to the Subject Securitization Transaction that is required
to be
disclosed by Regulation FD (17 C.F.R. 243.100 through 243.103);
(xvi)
any other information of importance to Certificateholders
that is not otherwise required to be included in the Distribution
Date
Statement or any other report to be delivered or otherwise made
available
to Certificateholders hereunder and that is directly related to the
obligations of the Certificate Administrator hereunder;
(xvii)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if
the
Certificate Administrator is controlling the subject litigation or
if the
subject Material Litigant is (A) the Certificate
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Administrator, (B) any Servicing Representative of the Certificate
Administrator that constitutes a Servicer contemplated by Item
1108(a)(3)
of Regulation AB, (C) any Enhancement/Support Provider or (D) the
Trust;
(xviii) any material default in the payment of principal and
interest on, or any other material default with respect to, any
Class of
Certificates;
(xix)
the submission of any matter to a vote by
Certificateholders;
(xx)
the receipt by the Certificate Administrator or by any
Servicing Representative or other agent of the Certificate
Administrator
of any updated information regarding an Enhancement/Support
Provider with
respect to any Class of Certificates that is required pursuant to
Item
1114(b)(2) or Item 1115(b) of Regulation AB;
(xxi)
to the extent not otherwise disclosed in the Prospectus
Supplement or previously included in an Exchange Act Report in
accordance
with this Agreement, whether the Certificate Administrator has
become an
affiliate (as defined in Rule 405 of the Securities Act) of any of
(A) the
Trust or the Trustee, (B) the Depositor, (C) a Mortgage Loan Seller
(other
than itself), (D) a Master Servicer, (E) the Special Servicer, (F)
any
Servicing Representative of the Certificate Administrator that
constitutes
a Servicer contemplated by Item 1108(a)(3) of Regulation AB or (G)
any
Significant Obligor;
(xxii)
to the extent not otherwise disclosed in the Prospectus
Supplement, any business relationship, agreement, arrangement,
transaction
or understanding contemplated by Item 1119(b) of Regulation AB
between the
Depositor, a Mortgage Loan Seller (other than itself) or the Trust,
on the
one hand, and the Certificate Administrator or any Servicing
Representative of the Certificate Administrator, on the other hand;
and
(xxiii) to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the
Subject
Securitization Transaction or the Trust Mortgage Loans contemplated
by
Item 1119(c) of Regulation AB between the Depositor, a Mortgage
Loan
Seller (other than itself) or the Trust, on the one hand, and the
Certificate Administrator or any Servicing Representative of the
Certificate Administrator, on the other hand.
"Certificate Deferred Interest": The amount by which interest
distributable with respect to any Class of Principal Balance
Certificates (other
than the Class A-MFL Certificates) or the Class A-MFL REMIC II
Regular Interest,
as the case may be, is reduced by the amount of Mortgage Deferred
Interest
allocable to such Class of Certificates or the Class A-MFL REMIC II
Regular
Interest, as the case may be, on any Distribution Date.
"Certificate Factor": With respect to any Class of Certificates
(other than the Class R and Class Y Certificates) or the Class
A-MFL REMIC II
Regular Interest as of any date of determination, a fraction,
expressed as a
decimal carried to eight places, the numerator of which is the
then-current
Class Principal Balance or Class Notional Amount, as applicable, of
such Class
of Certificates or the Class A-MFL REMIC II Regular Interest, as
the case may
be, and the denominator of which is the Original Class Principal
Balance or
Original Class Notional Amount of such Class of Certificates or the
Class A-MFL
REMIC II Regular Interest, as the case may be.
-21-
"Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of determination, the then notional
amount of such
Certificate equal to the product of (a) the Percentage Interest
evidenced by
such Certificate, multiplied by (b) the then Class Notional Amount
of the Class
of Class X Certificates to which such Certificate belongs.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Principal
Balance Certificate, as of any date of determination, the then
outstanding
principal amount of such Certificate equal to the product of (a)
the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then
Class
Principal Balance of the Class of Principal Balance Certificates to
which such
Certificate belongs.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a
Permitted
Transferee shall be the Holder of a Class R Certificate for any
purpose hereof
and, (ii) solely for the purposes of giving any consent, approval
or waiver
pursuant to this Agreement that relates to any of the Depositor,
any Mortgage
Loan Seller, any Master Servicer, the Special Servicer, the
Certificate
Administrator, the Trustee or any Fiscal Agent in its respective
capacity as
such (except with respect to amendments or waivers referred to in
Sections 7.04
and 11.01 hereof, any consent, approval or waiver required or
permitted to be
made by the Majority Controlling Class Certificateholder (or, with
respect to
the One World Financial Center Trust Mortgage Loan or any related
REO Property,
the Majority Controlling Class Certificateholder, the Majority
Class WFC-1
Certificateholder(s), the Majority Class WFC-2 Certificateholder(s)
or the
Majority Class WFC-3 Certificateholder(s), as applicable) or the
Controlling
Class Representative (or, with respect to the One World Financial
Center Trust
Mortgage Loan or any related REO Property, the Controlling Class
Representative
or the Class WFC Representative, as applicable) and any election,
removal or
replacement of the Special Servicer or the Controlling Class
Representative (or,
with respect to the One World Financial Center Trust Mortgage Loan
or any
related REO Property, the Controlling Class Representative or the
Class WFC
Representative, as applicable) pursuant to Section 6.09 or Section
3.25, as
applicable), any Certificate registered in the name of the
Depositor, any
Mortgage Loan Seller, any Master Servicer, the Special Servicer,
the Certificate
Administrator, the Trustee or any Fiscal Agent, as the case may be,
or any
Certificate registered in the name of any of their respective
Affiliates, shall
be deemed not to be outstanding, and the Voting Rights to which it
is entitled
shall not be taken into account in determining whether the
requisite percentage
of Voting Rights necessary to effect any such consent, approval or
waiver that
relates to it has been obtained. The Certificate Registrar shall be
entitled to
request and rely upon a certificate of the Depositor, any Master
Servicer, the
Special Servicer or the Certificate Administrator in determining
whether a
Certificate is registered in the name of an Affiliate of such
Person. All
references herein to "Holders" or "Certificateholders" shall
reflect the rights
of Certificate Owners as they may indirectly exercise such rights
through the
Depository and the Depository Participants, except as otherwise
specified
herein; provided, however, that the parties hereto shall be
required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a
Certificate is registered in the Certificate Register.
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"CGM AmeriCold Portfolio Co-Lender Agreement": The A/A Co-Lender
Agreement that relates to the CGM AmeriCold Portfolio Loan
Combination.
"CGM AmeriCold Portfolio Consent Period": The "Consent Period"
under
the CGM AmeriCold Portfolio Co-Lender Agreement.
"CGM AmeriCold Portfolio Directing Lender": The "Directing Lender"
within the meaning of the CGM AmeriCold Portfolio Co-Lender
Agreement.
"CGM AmeriCold Portfolio Loan Combination": The Pari Passu Loan
Combination that is secured by one or more mortgages, deeds of
trust, deeds to
secure debt or similar instruments encumbering the CGM AmeriCold
Portfolio
Mortgaged Properties, together with any group of REO Mortgage Loans
or
comparable deemed mortgage loans in respect thereof.
"CGM AmeriCold Portfolio Major Action": Any of the actions
described
in clauses (i) through (xiv) of Section 3.02(a) of the CGM
AmeriCold Co-Lender
Agreement.
"CGM AmeriCold Portfolio Mortgaged Properties": The portfolio of
real properties identified on the Mortgage Loan Schedule as the CGM
AmeriCold
Portfolio.
"CGM AmeriCold Portfolio Non-Trust Mortgage Loan": Each mortgage
loan that is part of the CGM AmeriCold Portfolio Loan Combination
but is not
included in the Trust Fund.
"CGM AmeriCold Portfolio Non-Trust Mortgage Loan Noteholder": Any
holder of a promissory note evidencing a CGM AmeriCold Portfolio
Non-Trust
Mortgage Loan.
"CGM AmeriCold Portfolio REO Property": Any REO Property relating
to
the CGM AmeriCold Portfolio Loan Combination.
"CGM AmeriCold Portfolio Special Servicer": The party responsible
for performing the duties of Special Servicer hereunder with
respect to the CGM
AmeriCold Portfolio Loan Combination or any related REO Property.
"CGM AmeriCold Portfolio Trust Mortgage Loan": The Trust Mortgage
Loan that is part of the CGM AmeriCold Portfolio Loan Combination
and is
identified on the Mortgage Loan Schedule by loan number 9.
"Citigroup": Citigroup Global Markets Realty Corp. or its successor
in interest.
"Citigroup Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 14, 2007, between the
Depositor and
Citigroup and relating to the transfer of certain Trust Mortgage
Loans by
Citigroup to the Depositor.
"Citigroup Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the Citigroup
Mortgage
Loan Purchase Agreement and each Qualified Substitute Mortgage Loan
delivered in
replacement thereof in accordance with this Agreement and the
Citigroup Mortgage
Loan Purchase Agreement.
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"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric, as applicable, class designation.
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions and an undivided
beneficial
interest in Grantor Trust ED.
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-2A Certificate": Any one of the Certificates with a "Class
A-2A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions and an undivided
beneficial
interest in Grantor Trust ED.
"Class A-2B Certificate": Any one of the Certificates with a "Class
A-2B" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-J Certificate": Any one of the Certificates with a "Class
A-J" designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-MFL Additional Fixed Swap Payment": With respect to any
Distribution Date and the Class A-MFL Swap Payment Date to which it
relates
based on the confirmation under the Swap Agreement, the applicable
"Additional
Fixed Amount" within the meaning of the confirmation under the Swap
Agreement.
"Class A-MFL Available Funds": 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 and Prepayment Premiums, properly made on or in respect of
the Class
A-MFL REMIC II 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) any Class A-MFL Net
Fixed Rate
Swap Payment, Class A-MFL Additional Fixed Swap Payment and Class
A-MFL Fixed
Rate Payer Shortfall Reimbursement Payment required to be paid to
the Swap
Counterparty pursuant to the Swap Agreement, consistent with
Section 3.28, for
such Distribution Date.
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"Class A-MFL Certificate": Any one of the Certificates with a
"Class
A-MFL" designation on the face thereof, substantially in the form
of Exhibit A-4
hereto, and evidencing an undivided beneficial interest in Grantor
Trust A-MFL.
"Class A-MFL Distribution Conversion": 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 Certificate Administrator is pursuing remedies
under the Swap
Agreement pursuant to Section 3.28, or (ii) immediately upon and
following the
termination of the Swap Agreement until any replacement agreement
is entered
into, 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
distributions in respect of the Class A-MFL REMIC II Regular
Interest, as
specified in Section 4.01.
"Class A-MFL Fixed Rate Payer Shortfall Reimbursement Payment":
With
respect to any Distribution Date and the Class A-MFL Swap Payment
Date to which
it relates based on the confirmation under the Swap Agreement, the
applicable
"Fixed Rate Payer Shortfall Reimbursement Amount" within the
meaning of the
confirmation under the Swap Agreement.
"Class A-MFL Fixed Swap Payment": With respect to any Distribution
Date and the Class A-MFL Swap Payment Date to which it relates
based on the
confirmation under the Swap Agreement, the applicable "Regular
Fixed Amount"
within the meaning of the confirmation under the Swap Agreement.
"Class A-MFL Floating Swap Payment": With respect to any
Distribution Date and the Class A-MFL Swap Payment Date to which it
relates
based on the confirmation under the Swap Agreement, the applicable
"Floating
Amount" within the meaning of the confirmation under the Swap
Agreement.
"Class A-MFL Grantor Trust Assets": The assets of Grantor Trust
A-MFL.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Distributable
Certificate Interest with respect to the Class A-MFL REMIC II
Regular Interest
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, (ii) any Class A-MFL Net Floating Swap Payment
received from
the Swap Counterparty for distribution on 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) any Class A-MFL Net Fixed Swap Payment and/or
Class A-MFL Fixed
Rate Payer Shortfall Reimbursement Payment made to the Swap
Counterparty with
respect to such Distribution Date.
"Class A-MFL Net Fixed Swap Payment": 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 for
that Distribution Date.
"Class A-MFL Net Floating Swap Payment": 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
for that Distribution Date.
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"Class A-MFL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of all
principal
distributions, if any, allocated pursuant to Section 4.01(a) in
respect of the
Class A-MFL REMIC II Regular Interest on such Distribution Date.
"Class A-MFL REMIC II Regular Interest": The uncertificated
interest
in REMIC II, designated as "Class A-MFL", constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class A-MFL Swap Payment Date": The "Payment Date" within the
meaning of the confirmation under the Swap Agreement.
"Class A-MFX Certificate": Any one of the Certificates with a
"Class
A-MFX" designation on the face thereof, substantially in the form
of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-SB Certificate": Any one of the Certificates with a "Class
A-SB" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the
Class A-SB
Certificates for such date set forth on Schedule IV attached
hereto.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class B Through S Certificate": Any Class B, Class C, Class D,
Class E, Class F, Class G, Class H Class J, Class K, Class L, Class
M, Class N,
Class O, Class P, Class Q or Class S Certificate.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class Notional Amount": The aggregate hypothetical or notional
amount on which a Class of Class X Certificates accrues or is
deemed to accrue
interest from time to time. As of any date of determination, the
Class Notional
Amount of each Class of Class X Certificates shall equal the then
aggregate of
the Component Notional Amounts of all the Class X Components of
such Class of
Class X Certificates; provided that, for reporting purposes, the
Class Notional
Amount of the Class XP Certificates shall be calculated in
accordance with the
Prospectus Supplement.
"Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of any
Class of Principal Balance Certificates or the Class A-MFL REMIC II
Regular
Interest, as the case may be, outstanding from time to time. As of
the Closing
Date, the Class Principal Balance of each Class of Principal
Balance
Certificates (exclusive of the Class A-MFL Certificates) and the
Class A-MFL
REMIC II Regular Interest shall equal the Original Class Principal
Balance
thereof. On each Distribution Date, the
-27-
Class Principal Balances of the respective Classes of the Principal
Balance
Certificates (exclusive of the Class A-MFL Certificates) and the
Class A-MFL
REMIC II Regular Interest shall each be reduced by: (a) the amount
of any
distributions of principal made thereon on such Distribution Date
pursuant to
Section 4.01; and (b) the amount of any Realized Losses and
Additional Trust
Fund Expenses allocated thereto on such Distribution Date pursuant
to Section
4.04(a). The Class Principal Balances of the respective Classes of
Principal
Balance Certificates (exclusive of the Class A-MFL Certificates)
and the Class
A-MFL REMIC II Regular Interest will each be increased on any
Distribution Date
by the amount of any Certificate Deferred Interest with respect
thereto for such
Distribution Date. Distributions in respect of a reimbursement of
Realized
Losses and Additional Trust Fund Expenses previously allocated to a
Class of
Principal Balance Certificates or the Class A-MFL REMIC II Regular
Interest, as
the case may be, shall not constitute distributions of principal
and shall not
result in reduction of the related Class Principal Balance. The
Class Principal
Balance of the Class A-MFL Certificates shall at all times equal
the Class
Principal Balance of the Class A-MFL REMIC II Regular Interest.
"Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing the sole class of "residual
interests" in each
of the Loan REMICs, REMIC I and REMIC II for purposes of the REMIC
Provisions.
"Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class WFC Additional Yield Amount": With respect to (i) any
Distribution Date, (ii) any Class of Class WFC Principal Balance
Certificates,
and (iii) any Class WFC Prepayment Consideration actually Received
by the Trust
during the related Collection Period on the One World Financial
Center Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto (for
purposes of this definition, the "Prepaid Loan"), the product of
(a) such Class
WFC Prepayment Consideration, multiplied by (b) a fraction, which
in no event
will be greater than one or less than zero, the numerator of which
is equal to
the positive excess, if any, of (i) the Pass-Through Rate for such
Class of
Class WFC Principal Balance Certificates for such Distribution
Date, over (ii)
the related Discount Rate, and the denominator of which is equal to
the positive
excess, if any, of (i) 6.58175970370376% per annum, over (ii) the
related
Discount Rate, multiplied by (c) a fraction, the numerator of which
is equal to
the amount of principal distributable on such Class of Class WFC
Principal
Balance Certificates on such Distribution Date, and the denominator
of which is
equal to the Class WFC Total Principal Distribution Amount for such
Distribution
Date.
"Class WFC Available Distribution Amount": With respect to any
Distribution Date, an amount equal to the lesser of: (a) the
aggregate amount
deemed distributed with respect to Loan REMIC Regular Interest
WFC-II on such
Distribution Date pursuant to Section 4.01(m); and (b) the sum of
(i) all
Distributable Certificate Interest with respect to the Class WFC
Certificates
for such Distribution Date and, to the extent not previously
distributed, for
all prior Distribution Dates, (ii) the Class WFC Total Principal
Distribution
Amount for such Distribution Date and (iii) all Realized Losses
-28-
and Additional Trust Fund Expenses previously allocated to, but not
previously
reimbursed with respect to, the Class WFC Principal Balance
Certificates.
"Class WFC Certificates": Collectively, the Class WFC-1, Class
WFC-2, Class WFC-3 and Class WFC-X Certificates.
"Class WFC-1 Certificate": Any one of the Certificates with a
"Class
WFC-1" designation on the face thereof, substantially in the form
of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class WFC-2 Certificate": Any one of the Certificates with a
"Class
WFC-2" designation on the face thereof, substantially in the form
of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class WFC-3 Certificate": Any one of the Certificates with a
"Class
WFC-3" designation on the face thereof, substantially in the form
of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
"Class WFC Change of Control Event": With respect to any Class of
Class WFC Principal Balance Certificates, the event that exists
when the subject
Class Principal Balance of such Class of Class WFC Principal
Balance
Certificates (net of the excess, if any, of (i) any portion of any
Appraisal
Reduction Amount with respect to the One World Financial Center
Loan Combination
that is allocable to the One World Financial Center Trust Mortgage
Loan or any
successor REO Trust Mortgage Loan with respect thereto, over (ii)
the Class
Principal Balance of each other Class of Class WFC Principal
Balance
Certificates, if any, that is more subordinate (based on the
payment priorities
of Section 4.01) than the subject Class of Class WFC Principal
Balance
Certificates), is less the 25% of the initial Class Principal
Balance of the
subject Class of Class WFC Principal Balance Certificates.
"Class WFC Control Period": Any period when a One World Financial
Center Change of Control Event exists, but a Class WFC Change of
Control Event
does not exist with respect to each Class of Class WFC Principal
Balance
Certificates.
"Class WFC Prepayment Consideration": With respect to any
Distribution Date, if any Yield Maintenance Charge or Prepayment
Premium was
Received by the Trust with respect to the One World Financial
Center Trust
Mortgage Loan or any successor REO Mortgage Loan with respect
thereto during the
related Collection Period, the portion of such Yield Maintenance
Charge or
Prepayment Premium that is allocable to Loan REMIC Regular Interest
WFC-II on
such Distribution Date pursuant to Section 4.01(m).
"Class WFC Principal Balance Certificates": Collectively, the Class
WFC-1, Class WFC-2 and Class WFC-3 Certificates.
"Class WFC-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount (not to exceed the Class Principal
Balance of the
Class WFC-1 Certificates outstanding immediately prior to, and any
Certificate
Deferred Interest in respect of the Class WFC-1 Certificates for,
such
Distribution Date) equal to either: (1) if a One World Financial
Center Payment
Trigger Event does not exist as of the related Determination Date,
the product
of (a) the Class WFC Pro Rata Principal Distribution Percentage in
respect of
the Class WFC-1 Certificates for such Distribution Date, multiplied
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by (b) the Class WFC Total Principal Distribution Amount for such
Distribution
Date; and (2) if a One World Financial Center Payment Trigger Event
does exist
as of the related Determination Date, the entire Class WFC Total
Principal
Distribution Amount for such Distribution Date.
"Class WFC-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount (not to exceed the Class Principal
Balance of the
Class WFC-2 Certificates outstanding immediately prior to, and any
Certificate
Deferred Interest in respect of the Class WFC-2 Certificates for,
such
Distribution Date) equal to either: (1) if a One World Financial
Center Payment
Trigger Event does not exist as of the related Determination Date,
the product
of (a) the Class WFC Pro Rata Principal Distribution Percentage in
respect of
the Class WFC-2 Certificates for such Distribution Date, multiplied
by (b) the
Class WFC Total Principal Distribution Amount for such Distribution
Date; and
(2) if a One World Financial Center Payment Trigger Event does
exist as of the
related Determination Date, the entire Class WFC Total Principal
Distribution
Amount for such Distribution Date, net of the Class WFC-1 Principal
Distribution
Amount for such Distribution Date.
"Class WFC-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount (not to exceed the Class Principal
Balance of the
Class WFC-3 Certificates outstanding immediately prior to, and any
Certificate
Deferred Interest in respect of the Class WFC-3 Certificates for,
such
Distribution Date) equal to either: (1) if a One World Financial
Center Payment
Trigger Event does not exist as of the related Determination Date,
the product
of (a) the Class WFC Pro Rata Principal Distribution Percentage in
respect of
the Class WFC-3 Certificates for such Distribution Date, multiplied
by (b) the
Class WFC Total Principal Distribution Amount for such Distribution
Date; and
(2) if a One World Financial Center Payment Trigger Event does
exist as of the
related Determination Date, the entire Class WFC Total Principal
Distribution
Amount for such Distribution Date, net of the Class WFC-1 Principal
Distribution
Amount and the Class WFC-2 Principal Distribution Amount for such
Distribution
Date.
"Class WFC Pro Rata Principal Distribution Percentage": With
respect
to any Class of Class WFC Certificates, for any Distribution Date,
a fraction,
expressed as a percentage, the numerator of which is the Class
Principal Balance
of such Class of Certificates outstanding immediately prior to, and
any
Certificate Deferred Interest in respect of such Class of
Certificates for, such
Distribution Date, and the denominator of which is the aggregate of
the Class
Principal Balances of all the Classes of Class WFC Certificates
outstanding
immediately prior to, and any Certificate Deferred Interest in
respect of all
the Classes of Class WFC Certificates for, such Distribution Date.
"Class WFC Total Principal Distribution Amount": With respect to
any
Distribution Date, the total amount of principal deemed distributed
to REMIC I
with respect to Loan REMIC Regular Interest WFC-II on such
Distribution Date
pursuant to Section 4.01(m).
"Class WFC Representative": The representative designated as such
by
the Majority Class WFC-1 Certificateholder(s), if the Class WFC-1
Certificates
are the Controlling WFC Class, by the Majority Class WFC-2
Certificateholder(s),
if the Class WFC-2 Certificates are the Controlling WFC Class, or
by the
Majority Class WFC-3 Certificateholder(s), if the Class WFC-3
Certificates are
the Controlling WFC Class.
"Class WFC-X Certificate": Any one of the Certificates with a
"Class
WFC-X" designation on the face thereof, substantially in the form
of Exhibit A-2
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class WFC-X Component": Any one of the multiple components of the
Class WFC-X Certificates, each of which shall constitute a separate
"regular
interest" in REMIC II for purposes of the REMIC Provisions. Each
Class WFC-X
Component shall accrue interest at its Class WFC-X Strip Rate in
effect from
time to time on its Component Notional Amount outstanding from time
to time,
which Component Notional Amount shall equal the REMIC I Principal
Balance of
such Class WFC-X Component's Corresponding REMIC I Regular
Interest. The
respective Class WFC-X Components shall be designated as follows:
WFC-X-1;
WFC-X-2; and WFC-X-3.
"Class WFC-X Strip Rate": With respect to any Class WFC-X
Component,
for any Distribution Date, an annual rate equal to the product of
(i)
0.8681837037%, multiplied by (ii) a fraction, expressed as a
percentage, the
numerator of which is the actual number of days in the calendar
month preceding
the calendar month in which such Distribution Date occurs, and the
denominator
of which is 30.
"Class X Certificate": Any Class XC, Class XW, Class XP or Class
WFC-X Certificate.
"Class X Component": With respect to the Class XC Certificates, any
Class XC Component; with respect to the Class XW Certificates, any
Class XW
Component; with respect to the Class XP Certificates, any Class XP
Component;
and, with respect to the Class WFC-X Certificates, any Class WFC-X
Component.
"Class X Strip Rate": With respect to any Class XC Component, for
any Distribution Date, the related Class XC Strip Rate for such
Distribution
Date; with respect to any Class XW Component, for any Distribution
Date, the
related Class XW Strip Rate for such Distribution Date; with
respect to any
Class XW Component, for any Distribution Date, the related Class XP
Strip Rate
for such Distribution Date; and, with respect to any Class WFC-X
Component, for
any Distribution Date, the related Class WFC-X Strip Rate for such
Distribution
Date.
"Class XC Certificate": Any one of the Certificates with a "Class
XC" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing all of the Class XC Components,
each of which is
a "regular interest" in REMIC II for purposes of the REMIC
Provisions and
undivided beneficial interest in Grantor Trust ED.
"Class XC Component": Any one of the multiple components of the
Class XC Certificates, each of which shall constitute a separate
"regular
interest" in REMIC II for purposes of the REMIC Provisions. Each
Class XC
Component shall accrue interest at its Class XC Strip Rate in
effect from time
to time on its Component Notional Amount outstanding from time to
time, which
Component Notional Amount shall equal the REMIC I Principal Balance
of such
Class XC Component's Corresponding REMIC I Regular Interest. The
respective
Class XC Components shall be designated as follows: XC-A-1-1;
XC-A-1-2;
XC-A-1-3; XC-A-2A-1; XC-A-2A-2; XC-A-2B-1; XC-A-2B-2; XC-A-2B-3;
XC-A-2B-4;
XC-A-2B-5; XC-A-2B-6; XC-A-2B-7; XC-A-3; XC-A-SB-1; XC-A-SB-2;
XC-A-4-1;
XC-A-4-2; XC-A-4-3; XC-A-4-4; XC-A-4-5; XC-A-1A-1; XC-A-1A-2;
XC-A-1A-3;
XC-A-1A-4; XC-A-1A-5; XC-A-1A-6; XC-A-1A-7; XC-A-1A-8; XC-A-1A-9;
XC-A-1A-10;
XC-A-1A-11; XC-A-1A-12; XC-A-1A-13; XC-A-1A-14; XC-A-1A-15;
XC-A-MFL; XC-A-MFX;
XC-A-J; XC-B; XC-C; XC-D-1; XC-D-2; XC-D-3; XC-E-1; XC-E-2; XC-F-1;
XC-F-2;
XC-G-1; XC-G-2; XC-G-3; XC-H-1; XC-H-2; XC-J-1; XC-J-2; XC-K-1;
XC-K-2; XC-K-3;
XC-L; XC-M; XC-N; XC-O; XC-P; XC-Q; and XC-S.
-31-
"Class XC Strip Rate": With respect to any Class XC Component, for
any Distribution Date, an annual rate equal to either: (i) if such
Class XC
Component has a Corresponding Class XP Component, and if such
Distribution Date
is, or occurs prior to, the Class XP Termination Date for such
Corresponding
Class XP Component, the excess, if any, of (A) the REMIC I
Remittance Rate with
respect to such Class XC Component's Corresponding REMIC I Regular
Interest for
such Distribution Date, over (B) the greater of (1) the Adjusted
REMIC I
Remittance Rate with respect to such Class XC Component's
Corresponding REMIC I
Regular Interest for such Distribution Date and (2) the Reference
Rate for such
Distribution Date; or (ii) in all other cases, the excess, if any,
of (X) the
REMIC I Remittance Rate with respect to such Class XC Component's
Corresponding
REMIC I Regular Interest for such Distribution Date, over (Y) the
Adjusted REMIC
I Remittance Rate with respect to such Class XC Component's
Corresponding REMIC
I Regular Interest for such Distribution Date.
"Class XP Certificate": Any one of the Certificates with a "Class
XP" designation on the face thereof, substantially in the form of
Exhibit A-2
hereto, and evidencing all of the Class XP Components, each of
which is a
"regular interest" in REMIC II for purposes of the REMIC
provisions.
"Class XP Component": Any one of the multiple components of the
Class XP Certificates, each of which shall constitute a separate
"regular
interest" in REMIC II for purposes of the REMIC Provisions. Each
Class XP
Component shall accrue interest at its Class XP Strip Rate in
effect from time
to time on its Component Notional Amount outstanding from time to
time, which
Component Notional Amount shall equal the REMIC I Principal Balance
of such
Class XP Component's Corresponding REMIC I Regular Interest. The
respective
Class XP Components shall be designated as specified in the
definition of "Class
XP Termination Date".
"Class XP Strip Rate": With respect to any Class XP Component, for
any Distribution Date, an annual rate equal to either: (i) if such
Distribution
Date is, or occurs prior to, the Class XP Termination Date for such
Class XP
Component, the excess, if any, of (A) the lesser of (1) the REMIC I
Remittance
Rate with respect to such Class XP Component's Corresponding REMIC
I Regular
Interest for such Distribution Date, and (2) the Reference Rate for
such
Distribution Date, over (B) the Adjusted REMIC I Remittance Rate
with respect to
such Class XP Component's Corresponding REMIC I Regular Interest
for such
Distribution Date; or (ii) if such Distribution Date is subsequent
to the Class
XP Termination Date for such Class XP Component, 0% per annum.
"Class XP Termination Date": With respect to any Class XP
Component,
the Distribution Date in the month and year specified opposite the
alphanumeric
designation for such Class XP Component in the following table.
Designation of Class XP
Month and Year of Class XP
Component
Termination Date
-----------------------
--------------------------
XP-A-1-2
September 2007
XP-A-1-3
March 2008
XP-A-2A-1
March 2008
XP-A-2A-2
September 2008
XP-A-2B-1
September 2008
XP-A-2B-2
March 2009
XP-A-2B-3
September 2009
XP-A-2B-4
March 2010
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Designation of Class XP
Month and Year of Class XP
Component
Termination Date
-----------------------
--------------------------
XP-A-2B-5
September 2010
XP-A-2B-6
March 2011
XP-A-2B-7
September 2011
XP-A-3
September 2011
XP-A-SB-1
September 2011
XP-A-SB-2
March 2012
XP-A-4-1
March 2012
XP-A-4-2
September 2012
XP-A-4-3
March 2013
XP-A-4-4
September 2013
XP-A-4-5
March 2014
XP-A-1A-2
September 2007
XP-A-1A-3
March 2008
XP-A-1A-4
September 2008
XP-A-1A-5
March 2009
XP-A-1A-6
September 2009
XP-A-1A-7
March 2010
XP-A-1A-8
September 2010
XP-A-1A-9
March 2011
XP-A-1A-10
September 2011
XP-A-1A-11
March 2012
XP-A-1A-12
September 2012
XP-A-1A-13
March 2013
XP-A-1A-14
September 2013
XP-A-1A-15
March 2014
XP-A-MFL
March 2014
XP-A-MFX
March 2014
XP-A-J
March 2014
XP-B
March 2014
XP-C
March 2014
XP-D-1
March 2013
XP-D-2
September 2013
XP-D-3
March 2014
XP-E-1
September 2012
XP-E-2
March 2013
XP-F-1
March 2012
XP-F-2
September 2012
XP-G-1
March 2011
XP-G-2
September 2011
XP-G-3
March 2012
XP-H-1
September 2010
XP-H-2
March 2011
XP-J-1
March 2010
XP-J-2
September 2010
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Designation of Class XP
Month and Year of Class XP
Component
Termination Date
-----------------------
--------------------------
XP-K-1
March 2009
XP-K-2
September 2009
XP-K-3
March 2010
XP-L
March 2009
XP-M
March 2009
XP-N
March 2009
"Class XW Certificate": Any one of the Certificates with a "Class
XW" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing all of the Class XW Components,
each of which is
a "regular interest" in REMIC II for purposes of the REMIC
Provisions and
undivided beneficial interest in Grantor Trust ED.
"Class XW Component": Any one of the multiple components of the
Class XW Certificates, each of which shall constitute a separate
"regular
interest" in REMIC II for purposes of the REMIC Provisions. Each
Class XW
Component shall accrue interest at its Class XW Strip Rate in
effect from time
to time on its Component Notional Amount outstanding from time to
time, which
Component Notional Amount shall equal the REMIC I Principal Balance
of such
Class XW Component's Corresponding REMIC I Regular Interest. The
respective
Class XW Components shall be designated as follows: XW-A-1-Prime;
XW-A-2A-Prime;
XW-A-2B-Prime; XW-A-3-Prime; XW-A-SB-Prime; XW-A-4-Prime;
XW-A-1A-Prime;
XW-A-MFL-Prime; XW-A-MFX-Prime; XW-A-J-Prime; XW-B-Prime;
XW-C-Prime;
XW-D-Prime; XW-E-Prime; XW-F-Prime; XW-G-Prime; XW-H-Prime;
XW-J-Prime;
XW-K-Prime; XW-L-Prime; XW-M-Prime; XW-N-Prime; XW-O-Prime;
XW-P-Prime;
XW-Q-Prime; and XW-S-Prime.
"Class XW Strip Rate": With respect to any Class XW Component, for
any Distribution Date, an annual rate equal to the excess, if any,
of (X) the
REMIC I Remittance Rate with respect to such Class XW Component's
Corresponding
REMIC I Regular Interest for such Distribution Date, over (Y) the
Adjusted REMIC
I Remittance Rate with respect to such Class XW Component's
Corresponding REMIC
I Regular Interest for such Distribution Date.
"Class Y Certificate": Any one of the Certificates with a "Class Y"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a proportionate interest in Grantor
Trust Y.
"Class Y Grantor Trust Assets": The assets of Grantor Trust Y.
"Closing Date": March 29, 2007.
"CMSA": The Commercial Mortgage Securities Association or any
successor organization.
"CMSA Advance Recovery Report": 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
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information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Appraisal Reduction Template": The report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Appraisal Reduction Template" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"CMSA Bond Level File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Collateral Summary File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report": The 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 and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally. In connection with preparing the CMSA Comparative
Financial Status
Report, each Master Servicer shall process (a) the applicable
interim financial
statements beginning with interim financial statements for the
fiscal quarter
ending June 2007, and (b) the applicable annual financial
statements beginning
with annual financial statements for the 2007 fiscal year.
"CMSA Delinquent Loan Status Report": The report substantially in
the form of, and containing the information called for in, the
downloadable form
of the "Delinquent Loan Status Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Financial File": The report substantially in the form of, and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Historical Bond/Collateral Realized Loss Reconciliation
Template": A report (prepared by the Certificate Administrator)
substantially in
the form of, and containing the information called for in, the
downloadable form
of the "Historical Bond/Collateral Realized Loss Reconciliation
Template"
available as of the Closing Date on the CMSA Website, or such other
form for the
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presentation of such information and containing such additional
information as
may from time to time be approved by the CMSA for commercial
mortgage securities
transactions generally.
"CMSA Historical Liquidation Loss Template": The report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Historical Liquidation Loss Template"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Interest Shortfall Reconciliation Template": A report
(prepared by the Certificate Administrator) substantially in the
form of, and
containing the information called for in, the downloadable form of
the "Interest
Shortfall Reconciliation Template" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Investor Reporting Package": Collectively:
(a)
the following seven data files: (i) CMSA Loan Setup File, (ii)
CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv)
CMSA Financial File, (v) CMSA Special Servicer Loan File, (vi)
CMSA Bond Level File, and (vii) CMSA Collateral Summary File;
(b)
the following ten supplemental reports: (i) CMSA Servicer
Watch List, (ii) CMSA Delinquent Loan Status Report, (iii)
CMSA REO Status Report, (iv) CMSA Comparative Financial Status
Report, (v) CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (vi) CMSA Loan Level Reserve/LOC Report,
(vii) CMSA Total Loan Report, (viii) CMSA Advance Recovery
Report, (ix) CMSA Operating Statement Analysis Report and (x)
CMSA NOI Adjustment Worksheet;
(c)
the following six templates: (i) CMSA Appraisal Reduction
Template, (ii) CMSA Servicer Realized Loss Template, (iii)
CMSA Reconciliation of Funds Template, (iv) CMSA Historical
Bond/Collateral Realized Loss Reconciliation Template, (v)
CMSA Historical Liquidation Loss Template, and (vi) CMSA
Interest Shortfall Reconciliation Template; and
(d)
such other files, reports or templates as the CMSA may approve
from time to time as being part of the CMSA Investor Reporting
Package for commercial mortgage securitization trusts
generally.
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"CMSA Loan Level Reserve/LOC Report": The report substantially in
the form of, and containing the information called for in, the
downloadable form
of the "CMSA Loan Level Reserve/LOC Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Loan Periodic Update File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be approved by the CMSA for
commercial
mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet": 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 approved by the
CMSA for
commercial mortgage securities transactions and in any event, shall
present the
computations made in accordance with the methodology described in
such form to
"normalize" the full year net operating income and debt service
coverage numbers
used in the other reports required by this Agreement.
"CMSA Operating Statement Analysis": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Operating Statement Analysis Report" available as of the
Closing Date on
the CMSA Website or in such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage-backed securities transactions
generally.
"CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be approved by the CMSA for
commercial
mortgage securities transactions generally.
"CMSA Reconciliation of Funds Template": A report (prepared by the
Certificate Administrator) substantially in the form of, and
containing the
information called for in, the downloadable form of the
"Reconciliation of Funds
Template" available as of the Closing Date on the CMSA Website, or
such other
form for the presentation of such information and containing such
additional
information as may from time to time be approved by the CMSA for
commercial
mortgage securities transactions generally.
"CMSA REO Status Report": 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
-37-
Date on the CMSA Website, or in such other form for the
presentation of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Servicer Realized Loss Template": A report (prepared by the
Master Servicer, in the case of a Performing Serviced Mortgage
Loan, and by the
Special Servicer, in the case of a Specially Serviced Mortgage
Loan)
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Servicer Realized Loss Template"
available as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Servicer Watchlist/Portfolio Review
Guidelines"
available as of the Closing Date on the CMSA Website, or in such
other final
form for the presentation of such information and containing such
additional
information as may from time to time be approved by the CMSA for
commercial
mortgage securities transactions generally.
"CMSA Special Servicer Loan File": A report (prepared by the
Special
Servicer) substantially in the form of, and containing the
information called
for in, the downloadable form of the "Special Servicer Loan File"
available as
of the Closing Date on the CMSA Website, or such other form for the
presentation
of such information and containing such additional information as
may from time
to time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Total Loan Report": The monthly report (prepared by the
Master
Servicer) substantially in the form of, and containing the
information called
for in, the downloadable form of the "Total Loan Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Website": The website maintained by the CMSA with an address,
as of the Closing Date, of "www.cmbs.org."
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of
the Treasury
promulgated thereunder.
"Co-Lender Agreement": Any of the A/B Co-Lender Agreements, the A/A
Co-Lender Agreements, the Ala Moana Portfolio Co-Lender Agreement
and the JQH
Hotel Portfolio Co-Lender Agreement.
"Collection Account": The segregated account or accounts created
and
maintained by each Master Servicer pursuant to Section 3.04(a) on
behalf of the
Trustee in trust for Certificateholders, which shall be entitled
"[NAME OF
SUBJECT MASTER SERVICER], as a Master Servicer for [NAME OF
TRUSTEE], as
Trustee, on behalf of and in trust for the registered holders of CD
2007-CD4
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
CD 2007-CD4".
-38-
"Collection Period": With respect to any Distribution Date or
P&I
Advance Date, the period that begins on the day immediately
following the
Determination Date in the calendar month preceding the month in
which such
Distribution Date or such P&I Advance Date, as the case may be,
occurs (or, in
the case of the initial Distribution Date and the initial P&I
Advance Date,
commencing on the day after the related Cut-off Date) and ending on
and
including the Determination Date in the month in which such
Distribution Date or
such P&I Advance Date, as the case may be, occurs.
"Commission": The United States Securities and Exchange Commission
or any successor agency.
"Component Notional Amount": With respect to each Class X Component
and any date of determination, an amount equal to the then REMIC I
Principal
Balance of its Corresponding REMIC I Regular Interest.
"Controlling Class": As of any date of determination, the most
subordinate (based on the payment priorities of Sections 4.01(a)
and 4.01(b))
outstanding Class of Sequential Pay Certificates, that has a Class
Principal
Balance that is greater than 25% of the Original Class Principal
Balance
thereof; provided, however, that if no Class of Sequential Pay
Certificates has
a Class Principal Balance that satisfies such requirement, then the
Controlling
Class shall be the most subordinate (based on the payment
priorities of Sections
4.01(a) and 4.01(b)) outstanding Class of Sequential Pay
Certificates that has a
Class Principal Balance greater than zero. For purposes of
determining, and
exercising the rights of, the Controlling Class, the Senior Class A
Certificates
shall be deemed a single Class of Certificates, and the Class A-MFL
and Class
A-MFX Certificates shall be deemed a single Class of Certificates.
"Controlling Class Representative": The representative designated
as
such by the Majority Controlling Class Certificateholder.
"Controlling WFC Class": The most subordinate Class of Class WFC
Principal Balance Certificates (based on the payment priorities set
forth in
Section 4.01) as to which a Class WFC Change of Control Event does
not exist.
"Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with
respect to
this Agreement shall be administered, which office at the date of
the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia,
Maryland
21045, Attention: Corporate Trust Services (CMBS) CD 2007-CD4
Commercial
Mortgage Trust.
"Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been
a Specially Serviced Mortgage Loan but has ceased to be a Specially
Serviced
Mortgage Loan in accordance with the definition of "Specially
Serviced Mortgage
Loan" (other than by reason of a Liquidation Event or the related
Mortgaged
Property becoming an REO Property). None of the mortgage loans
comprising an
Outside Serviced Loan Combination shall constitute a Corrected
Mortgage Loan
under this Agreement.
"Corrected Trust Mortgage Loan": A Trust Mortgage Loan that is a
Corrected Mortgage Loan.
-39-
"Corresponding Class of Principal Balance Certificates": With
respect to any REMIC I Regular Interest, the Class of Principal
Balance
Certificates designated as such in the Preliminary Statement.
"Corresponding Class XP Component": With respect to any Class XC
Component, any Class XP Component that has the same Corresponding
REMIC I
Regular Interest as such Class XC Component. If the Corresponding
REMIC I
Regular Interest for any Class XC Component is not also a
Corresponding REMIC I
Regular Interest for a Class XP Component, then such Class XC
Component shall
not have a Corresponding Class XP Component.
"Corresponding REMIC I Regular Interest": With respect to: (a) any
Class of Principal Balance Certificates (other than the Class A-MFL
Certificates), the REMIC I Regular Interest that has an alphabetic
or
alphanumeric, as applicable, designation that is the same as, or
that begins
with, the alphabetic or alphanumeric, as the case may be,
designation for such
Class of Principal Balance Certificates (for example, REMIC I
Regular Interest
A-1-1, REMIC I Regular Interest A-1-2, REMIC I Regular Interest
A-1-3 and REMIC
I Regular Interest A-1-Prime shall each be a corresponding REMIC I
Regular
Interest with respect to the Class A-1 Certificates); (b) any Class
XC
Component, the REMIC I Regular Interest that has an alphabetic or
alphanumeric,
as applicable, designation that, when preceded by "XC-", is the
same as the
alphabetic or alphanumeric, as the case may be, designation for
such Class XC
Component; (c) any Class XP Component, the REMIC II Regular
Interest that has an
alphabetic or alphanumeric, as applicable, designation that, when
preceded by
"XP-", is the same as the alphabetic or alphanumeric, as the case
may be,
designation for such Class XP Component; (d) the Class WFC-X
Component
designated "WFC-X-1", REMIC I Regular Interest WFC-1; (e) the Class
WFC-X
Component designated "WFC-X-2", REMIC I Regular Interest WFC-2; (f)
the Class
WFC-X Component designated "WFC-X-3", REMIC I Regular Interest
WFC-3; (g) any
Class XW Component, the REMIC I Regular Interest that has an
alphabetic or
alphanumeric, as applicable, designation that, when preceded by
"XW-", is the
same as the alphabetic or alphanumeric, as the case may be,
designation for such
Class XW Component; and (h) the Class A-MFL REMIC II Regular
Interest, each of
REMIC I Regular Interest A-MFL and REMIC I Regular Interest
A-MFL-Prime.
"Crossed Group": With respect to any Trust Mortgage Loan that is a
Crossed Loan, such Trust Mortgage Loan and all other Trust Mortgage
Loans that
are cross-collateralized and cross-defaulted with such Trust
Mortgage Loan.
"Crossed Loan": A Trust Mortgage Loan that is cross-collateralized
and cross-defaulted with one or more other Trust Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar
quarters
immediately preceding the repurchase or substitution is not less
than the Debt
Service Coverage Ratio for all such related Crossed Loans,
including the
affected Crossed Loan, for the four calendar quarters immediately
preceding the
repurchase or substitution; and (ii) the Loan-to-Value Ratio for
any remaining
related Crossed Loans determined at the time of repurchase or
substitution based
upon an Appraisal obtained by the Special Servicer at the expense
of the related
Mortgage Loan Seller is not greater than the Loan-to-Value Ratio
for all such
related Crossed Loans, including the affected Crossed Loan,
determined at the
time of repurchase or substitution based upon an Appraisal obtained
by the
Special Servicer at the expense of the related Mortgage Loan
Seller.
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"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an
Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or
if such custodian has been so appointed, but the Trustee shall have
terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-off Date": Individually and collectively, as the context may
require: (i) with respect to each Trust Mortgage Loan that has a
Due Date in
March 2007, the related Due Date of such Trust Mortgage Loan in
March 2007; and
(ii) with respect to any Trust Mortgage Loan that has its first Due
Date in or
after April 2007, the later of March 1, 2007 and the related date
of
origination.
"Cut-off Date Balance": With respect to any Trust Mortgage Loan,
the
outstanding principal balance of such Trust Mortgage Loan, as of
the Cut-off
Date, after application of all unscheduled payments of principal
received on or
before such date and the principal component of all Periodic
Payments due on or
before such date, whether or not received.
"DB AmeriCold Portfolio Co-Lender Agreement": The A/A Co-Lender
Agreement that relates to the DB AmeriCold Portfolio Loan
Combination.
"DB AmeriCold Portfolio Loan Combination": The Pari Passu Loan
Combination that is secured by one or more mortgages, deeds of
trust, deeds to
secure debt or similar instruments encumbering the DB AmeriCold
Portfolio
Mortgaged Properties, together with any group of REO Mortgage Loans
or
comparable deemed mortgage loans in respect thereof.
"DB AmeriCold Portfolio Mortgaged Properties": The portfolio of
real
properties identified on the Mortgage Loan Schedule as the DB
AmeriCold
Portfolio.
"DB AmeriCold Portfolio Non-Trust Mortgage Loan": Each mortgage
loan
that is part of the DB AmeriCold Portfolio Loan Combination but is
not included
in the Trust Fund.
"DB AmeriCold Portfolio Non-Trust Mortgage Loan Noteholder": Any
holder of a promissory note evidencing a DB AmeriCold Portfolio
Non-Trust
Mortgage Loan.
"DB AmeriCold Portfolio REO Property": Any REO Property relating to
the DB AmeriCold Portfolio Loan Combination.
"DB AmeriCold Portfolio Trust Mortgage Loan": The Trust Mortgage
Loan that is part of the DB AmeriCold Portfolio Loan Combination
and is
identified on the Mortgage Loan Schedule by loan number 10.
"Debt Service Coverage Ratio": With respect to any Serviced
Mortgage
Loan, as of any date of determination, the ratio of (x) the
annualized Net Cash
Flow (before payment of any debt service on such Serviced Mortgage
Loan)
generated by the related Mortgaged Property during the most
recently ended
period of not less than six (6) months and not more than 12 months
for which
financial statements, if available (whether or not audited) have
been received
by or on behalf of the related Mortgage Loan Seller (prior to the
Closing Date)
or the applicable Master Servicer or the Special Servicer
(following the Closing
Date), to (y) 12 times the amount of the Periodic Payment in effect
for such
Serviced Mortgage Loan (plus, in the case of any B-Note Non-Trust
Mortgage Loan,
the Periodic
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Payment in effect for the related A-Note Trust Mortgage Loan) or,
if such
Serviced Mortgage Loan is part of the JQH Hotel Portfolio Loan
Combination or a
Pari Passu Loan Combination, the aggregate amount of the Periodic
Payments in
effect for the entire Loan Combination, as of such date of
determination.
"Defaulted Trust Mortgage Loan": A Trust Mortgage Loan (i) that (A)
is delinquent 60 days or more in respect to a Periodic Payment (not
including
the Balloon Payment) or (B) is delinquent in respect of its Balloon
Payment
unless the applicable Master Servicer (or, in the case of an
Outside Serviced
Trust Mortgage Loan, the related Outside Servicer) has, on or prior
to the Due
Date of such Balloon Payment, received written evidence from an
institutional
lender of such lender's binding commitment to refinance such Trust
Mortgage Loan
(acceptable to the Special Servicer and the Controlling Class
Representative)
within 60 days after the Due Date of such Balloon Payment (provided
that, if
such refinancing does not occur during such time specified in the
commitment,
the subject Trust Mortgage Loan will immediately become a Defaulted
Trust
Mortgage Loan), in either case such delinquency to be determined
without giving
effect to any grace period permitted by the related Mortgage or
Mortgage Note
and without regard to any acceleration of payments under the
related Mortgage
and Mortgage Note, or (ii) as to which the applicable Master
Servicer or Special
Servicer (or, in the case of an Outside Serviced Trust Mortgage
Loan, the
related Outside Servicer) has, by written notice to the related
Mortgagor,
accelerated the maturity of the indebtedness evidenced by the
related Mortgage
Note.
"Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Trust Mortgage Loan identified as a
Defeasance Loan on the Mortgage Loan Schedule which permits or
requires the
related Mortgagor (or permits the holder of such Trust Mortgage
Loan to require
the related Mortgagor) to pledge Defeasance Collateral to such
holder in lieu of
prepayment. If an LC Trust Mortgage Loan is a Defeasance Loan, then
any related
Non-Trust Mortgage Loan may also be a Defeasance Loan.
"Deficient Valuation": With respect to any Trust Mortgage Loan or
B-Note Non-Trust Mortgage Loan, a valuation by a court of competent
jurisdiction
of the Mortgaged Property in an amount less than the then
outstanding principal
balance of such Trust Mortgage Loan or B-Note Non-Trust Mortgage
Loan, as the
case may be, which valuation results from a proceeding initiated
under the
Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Non-Registered
Certificate that is a Definitive Certificate.
"Depositor": Citigroup Commercial Mortgage Securities Inc. or its
successor in interest.
"Depositor's Return Amount": The excess, if any, of all interest
distributions in respect of the Class A-MFL REMIC II Regular
Interest on the
initial Distribution Date, over the initial Class A-MFL Fixed Swap
Payment for
the initial Distribution Date.
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"Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). The
nominee of
the initial Depository for purposes of registering those
Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository
shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant": 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": Any Sub-Servicer identified on Exhibit K
attached hereto.
"Determination Date": The 7th day of each month, or if such 7th day
is not a Business Day, the immediately succeeding Business Day,
commencing in
April 2007, in all other cases.
"Directly Operate": With respect to any Administered REO Property,
the furnishing or rendering of services to the tenants thereof, the
management
of such Administered REO Property, the holding of such Administered
REO Property
primarily for sale or lease or the performance of any construction
work thereon,
in each case other than through an Independent Contractor;
provided, however,
that the Trustee (or the Special Servicer or any Sub-Servicer on
behalf of the
Trustee) shall not be considered to Directly Operate an
Administered REO
Property solely because the Trustee (or the Special Servicer or any
Sub-Servicer
on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into
or renews leases, deals with taxes and insurance, or makes
decisions as to
repairs or capital expenditures with respect to such Administered
REO Property.
"Discount Rate": With respect to any prepaid Trust Mortgage Loan or
REO Trust Mortgage Loan for purposes of allocating any Yield
Maintenance Charge
or Prepayment Premium received thereon or with respect thereto
among the
respective Classes of the Principal Balance Certificates (other
than any
Excluded Class thereof) and the Class A-MFL REMIC II Regular
Interest, the
"Discount Rate" shall be determined as specified in the related
loan documents
for the purposes of calculating the subject Yield Maintenance
Charge or
Prepayment Premium.
"Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political
subdivision thereof,
or any agency or instrumentality of any of the foregoing (other
than an
instrumentality which is a corporation if all of its activities are
subject to
tax and, except for FHLMC, 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 Certificate Administrator or the Certificate
Registrar based
upon an Opinion of Counsel (which shall not be an expense of the
Certificate
Administrator) that the holding of an Ownership Interest in a Class
R
Certificate by such Person may cause the Trust Fund or any Person
having an
Ownership Interest in any Class of Certificates, other than such
Person, to
incur a liability for any federal tax imposed under the Code that
would not
otherwise be imposed but for the Transfer of an Ownership Interest
in a Class R
Certificate to such Person. The terms "United States," "State" and
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"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Distributable Certificate Interest": With respect to any Class of
Regular Certificates or the Class A-MFL REMIC II Regular Interest
for any
Distribution Date, the Accrued Certificate Interest in respect of
such Class of
Certificates or the Class A-MFL REMIC II Regular Interest, as the
case may be,
for such Distribution Date, reduced (to not less than zero) by the
sum of: (i)
the portion of any Net Aggregate Prepayment Interest Shortfall for
such
Distribution Date allocated to such Class of Regular Certificates
or the Class
A-MFL REMIC II Regular Interest, as the case may be, in accordance
with Section
4.04(e); and (ii) except in the case of a Class of Class X
Certificates, the
portion of any Mortgage Deferred Interest allocated to such Class
of Regular
Certificates or the Class A-MFL REMIC II Regular Interest, as the
case may be,
on such Distribution Date in accordance with Section 4.04(c).
"Distributable Component Interest": With respect to any Class X
Component for any Distribution Date, the Accrued Component Interest
in respect
of such Class X Component for such Distribution Date, reduced (to
not less than
zero) by the product of (a) the entire portion of any Net Aggregate
Prepayment
Interest Shortfall for such Distribution Date that was allocated to
the related
Class of the Class X Certificates in accordance with Section
4.04(e), multiplied
by (b) a fraction, the numerator of which is the amount of Accrued
Component
Interest in respect of such Class X Component for such Distribution
Date, and
the denominator of which is the aggregate amount of Accrued
Certificate Interest
in respect of the related Class of the Class X Certificates for
such
Distribution Date.
"Distribution Account": The segregated account or accounts created
and maintained by the Certificate Administrator on behalf of the
Certificateholders (exclusive of the Holders of the Class Y
Certificates)
pursuant to Section 3.04(b) which shall be entitled "[NAME OF
CERTIFICATE
ADMINISTRATOR] as Certificate Administrator, on behalf of [NAME OF
TRUSTEE], as
Trustee, in trust for the registered holders of CD 2007-CD4
Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series CD
2007-CD4."
"Distribution Date": With respect to any Determination Date, the
fourth Business Day following such Determination Date.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"DTC": The Depository Trust Company.
"Due Date": With respect to (i) any Serviced Mortgage Loan on or
prior to its Stated Maturity Date, the day of the month set forth
in the related
Mortgage Note on which each Periodic Payment on such Serviced
Mortgage Loan is
scheduled to be first due; (ii) any Serviced Mortgage Loan after
its Stated
Maturity Date, the day of the month set forth in the related
Mortgage Note on
which each Periodic Payment on such Serviced Mortgage Loan had been
scheduled to
be first due; and (iii) any REO Mortgage Loan, the day of the month
set forth in
the related Mortgage Note on which each Periodic Payment on the
related Serviced
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Repurchase": Any repurchase of an Early
Defeasance
Trust Mortgage Loan as contemplated by Section 3.20(m).
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"Early Defeasance Trust Mortgage Loan": Any Trust Mortgage Loan
that
provides the related Mortgagor with the option to defease such
Trust Mortgage
Loan in its entirety prior to the second anniversary of the Closing
Date.
"Early Defeasance Yield Maintenance Payment": With respect to an
Early Defeasance Trust Mortgage Loan that is or will be defeased
prior to the
second anniversary of the Closing Date, the applicable yield
maintenance payment
due from the related Mortgage Loan Seller in accordance with the
related
Mortgage Loan Purchase Agreement in connection with its repurchase
obligations
described in Section 3.20(m).
"EDGAR": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
"Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (A)
with respect
to deposits held for 30 days or more in such account, the long-term
deposit or
unsecured debt obligations of which are rated at least "Aa3" by
Moody's (if then
rated by Moody's), "AA-" by Fitch (or "A-", provided the short-term
unsecured
debt obligations are rated at least F-1 by Fitch) and "AA-" by
S&P (or "A-",
provided the short-term unsecured debt obligations are rated at
least "A-1" by
S&P) (or, with respect to any such rating agency, such lower
rating as will not
result in qualification, downgrading or withdrawal of the ratings
then assigned
to the Certificates or any Non-Trust Mortgage Loan Securities, as
evidenced in
writing by the applicable rating agency), at any time such funds
are on deposit
therein, or (B) with respect to deposits held for less than 30 days
in such
account, the short-term deposits of which are rated at least "P-1"
by Moody's
(if then rated by Moody's), "F-1" by Fitch and "A-1" by S&P
(or, with respect to
any such rating agency, such lower rating as will not result in
qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates or
any Non-Trust Mortgage Loan Securities, as evidenced in writing by
the
applicable rating agency), at any time such funds are on deposit
therein, (ii)
an account or accounts maintained with PNC so long as PNC (X) has a
long-term
unsecured debt rating of at least "A" and a short-term rating of at
least "F-1"
from Fitch, (Y) has a long-term unsecured debt rating of at least
"A1" and a
short-term rating of at least "P-1" from Moody's, and (Z) has a
long-term
unsecured debt rating of at least "A" and a short-term rating of at
least "A-1"
from S&P, (iii) a segregated trust account or accounts
maintained with the
corporate trust department of a federal or state chartered
depository
institution or trust company (which may be the Certificate
Administrator) that,
in either case, has corporate trust powers, acting in its fiduciary
capacity
(provided that any state chartered depository institution or trust
company is
subject to regulations regarding fiduciary funds on deposit therein
substantially similar to 12 CFR ss. 9.10(b)), or (iv) such other
account, the
use of which would not, in and of itself, cause a qualification,
downgrading or
withdrawal of the then-current rating assigned to any Class of
Certificates or
class of Non-Trust Mortgage Loan Securities, as confirmed in
writing by each
applicable rating agency; provided that no rating confirmation need
be obtained
with respect to any Non-Trust Mortgage Loan Securities in
connection with
establishing whether any account is an Eligible Account unless such
account
contains funds related to a Non-Trust Mortgage Loan (or any
successor REO
Serviced Non-Trust Mortgage Loan) that backs such Non-Trust
Mortgage Loan
Securities.
"Enhancement/Support Provider": Any enhancement or support provider
contemplated by Item 1114(b) or Item 1115 of Regulation AB with
respect to the
Trust Fund or any one or more Classes of Certificates.
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"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-05 or, with the consent of the Controlling Class
Representative, a
review conducted in accordance with the All Appropriate Inquiries
final rule
issued by the United States Environmental Protection Agency on
November 1, 2005
(40 C.F.R. Part 312), or any successor to either.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by a Master Servicer or the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground rents (if
applicable) and other similar items in respect of the related
Mortgaged
Property.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Servicing Strip": With respect to any Trust Mortgage Loan
or
REO Trust Mortgage Loan, the portion of the related Master
Servicing Fee (which
portion shall not include that portion payable to any Sub-Servicer
party to a
Sub-Servicing Agreement dated the date hereof) that accrues at the
related
Excess Servicing Strip Rate in effect from time to time, subject to
reduction by
the Trustee in accordance with Section 3.11(a).
"Excess Servicing Strip Rate": With respect to any Trust Mortgage
Loan or REO Trust Mortgage Loan, subject to reduction by the
Trustee in
accordance with Section 3.11(a), a rate per annum equal to the
excess, if any,
of (A) the related Master Servicing Fee Rate over (B) the sum of
(1) 0.01% (1.0
basis point) per annum plus (2) the annual sub-servicing fee rate
for any
related third-party Sub-Servicer of such Trust Mortgage Loan or REO
Trust
Mortgage Loan, as the case may be, on behalf of the applicable
Master Servicer.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exchange Act Reportable Event": With respect to (a) the Trustee
or,
if and to the extent specifically applicable thereto or to its
duties on behalf
of the Trustee, any Servicing Representative of the Trustee or any
Trustee
Appointee, any Trustee Reportable Event, (b) the Certificate
Administrator or,
if and to the extent specifically applicable thereto or to its
duties on behalf
of the Certificate Administrator, or any Servicing Representative
of the
Certificate Administrator, any Certificate Administrator Reportable
Event, (c) a
Master Servicer or, if and to the extent specifically applicable
thereto or to
its duties on behalf of a Master Servicer, any Servicing
Representative of such
Master Servicer, any Master Servicer Reportable Event, and (d) the
Special
Servicer or, if and to the extent specifically applicable thereto
or to its
duties on behalf of the Special Servicer, any Servicing
Representative of the
Special Servicer, any Special Servicer Reportable Event.
"Exchange Act Reporting Year": Each of (a) the Trust's fiscal year
2007, and (b) any subsequent fiscal year of the Trust, but only if
as of the
beginning of such subsequent fiscal year of the Trust, the
Registered
Certificates are held in the aggregate by at least 300 holders
(which may
consist of (i) in the case of Registered Certificates held in
definitive form,
direct Holders of such Definitive Certificates, and/or (ii) in the
case of
Registered Certificates held in book-entry form through the
Depository,
Depository Participants having accounts with the Depository).
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"Exchange Act Reports": As defined in Section 8.16(a).
"Excluded Class": Any Class of Principal Balance Certificates other
than the Class A-1 Certificates, Class A-2A Certificates, Class
A-2B
Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-4
Certificates, Class A-1A Certificates, Class A-MFX Certificates,
Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D
Certificates,
Class E Certificates, Class F Certificates, Class G Certificates,
Class H
Certificates, Class J Certificates and Class K Certificates.
"Exemption": Department of Labor Prohibited Transaction Exemption
("PTE") 91-23, as amended from time to time, or any successor
thereto.
"Exemption-Favored Party": Any of (i) Citigroup Global Markets
Inc.,
(ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Citigroup
Global Markets
Inc., and (iii) any member of any underwriting syndicate or selling
group of
which any Person described in clauses (i) and/or (ii) is a manager
or co-manager
with respect to a Class of Investment Grade Certificates.
"FASB 140": The Financial Accounting Standards Board's Statement
No.
140, entitled "Accounting for Transfers and Servicing of Financial
Assets and
Extinguishment of Liabilities", issued in September 2002.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan or
Administered
REO Property (other than a Trust Mortgage Loan or REO Property, as
the case may
be, that was purchased or replaced by any of the Mortgage Loan
Sellers, pursuant
to the related Mortgage Loan Purchase Agreement, by a related
Non-Trust Mortgage
Loan Noteholder pursuant to the related Co-Lender Agreement, or by
a Master
Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder pursuant to Section 9.01) or that was acquired by
the
Certificateholders (exclusive of the Class R Certificateholders) in
exchange for
their Certificates pursuant to Section 9.01) that there has been a
recovery of
all Insurance Proceeds, Liquidation Proceeds, REO Revenues and
other payments or
recoveries that the Special Servicer has determined, in accordance
with the
Servicing Standard, will be ultimately recoverable; provided that
the term
"Final Recovery Determination" shall include any comparable
determination made
with respect to an Outside Serviced Trust Mortgage Loan or any
related REO
Property by the related Outside Special Servicer pursuant to the
related Outside
Servicing Agreement.
"Fiscal Agent": Any Fiscal Agent appointed as provided in Section
8.17.
"FNMA": Federal National Mortgage Association or any successor.
"Fitch": Fitch, Inc. or its successor in interest. If neither such
Rating Agency nor any successor remains in existence, "Fitch" shall
be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Certificate Administrator, the Master
Servicers and
the
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Special Servicer, and specific ratings of Fitch, Inc. herein
referenced shall be
deemed to refer to the equivalent ratings of the party so
designated.
"Floating Rate Account": A segregated custodial account or accounts
or subaccount of the Distribution Account created and maintained by
the
Certificate Administrator, pursuant to Section 3.04(h), in trust
for the Class
A-MFL Certificateholders and Swap Counterparty, as their interests
may appear,
which shall be entitled "[NAME OF CERTIFICATE ADMINISTRATOR], as
Certificate
Administrator, in trust for the registered holders of CD 2007-CD4
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-CD4,
Class A-MFL, and Citibank, N.A., as their interests may appear,
Floating Rate
Account". Any such account or subaccount shall be an Eligible
Account or a
subaccount of an Eligible Account.
"Form 8-K": Exchange Act Form 8-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing current reports under
Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule
15d-11, and for
reports of nonpublic information required to be disclosed by
Regulation FD (17
C.F.R. 243.100 and 243.101). For purposes of this Agreement, "Form
8-K" shall be
deemed to include any successor or equivalent Exchange Act form
adopted by the
Commission.
"Form 8-K Current Report": A current report on Form 8-K.
"Form 8-K Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations
promulgated
thereunder to be reported by an asset-backed issuer under Form 8-K.
"Form 10-D": Exchange Act Form 10-D, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing distribution reports
under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or
Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-D Distribution Report": A distribution report on Form
10-D.
"Form 10-D Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations
promulgated
thereunder to be reported by an asset-backed issuer under Form
10-D.
"Form 10-K": Exchange Act Form 10-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing annual reports
pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is
prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of
the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-K Annual Report": An annual report on Form 10-K.
-48-
"Form 10-K Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations
promulgated
thereunder to be reported by an asset-backed issuer under Form
10-K.
"Four Seasons Resort Maui Co-Lender Agreement": The A/A Co-Lender
Agreement that relates to the Four Seasons Resort Maui Loan
Combination.
"Four Seasons Resort Maui Loan Combination": The Pari Passu Loan
Combination that is secured by a Mortgage encumbering the Four
Seasons Resort
Maui Mortgaged Property, together with any group of REO Mortgage
Loans or
comparable deemed mortgage loans in respect thereof.
"Four Seasons-Resort Maui Major Action": Any of the actions set
forth in clauses (A) through (M) of Section 3.1(b) of the Four
Seasons-Resort
Maui Co-Lender Agreement.
"Four Seasons Resort Maui Mortgaged Property": The real property
identified on the Mortgage Loan Schedule as the Four Seasons Resort
Maui.
"Four Seasons Resort Maui Non-Trust Mortgage Loan": The mortgage
loan that is part of the Four Seasons Resort Maui Loan Combination
but is not
included in the Trust Fund.
"Four Seasons Resort Maui Non-Trust Mortgage Loan Noteholder": Any
holder of a promissory note evidencing a Four Seasons Resort Maui
Non-Trust
Mortgage Loan.
"Four Seasons Resort Maui REO Property": Any REO Property relating
to the Four Seasons Resort Maui Loan Combination.
"Four Seasons Resort Maui Special Servicer": The party responsible
for performing the duties of Special Servicer hereunder with
respect to the Four
Seasons Resort Maui Loan Combination or any related REO Property.
"Four Seasons Resort Maui Trust Mortgage Loan": The Trust Mortgage
Loan that is part of the Four Seasons Resort Maui Loan Combination
and is
identified on the Mortgage Loan Schedule by loan number 7.
"GACC": German American Capital Corporation or its successor in
interest.
"GACC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of March 14, 2007, between the
Depositor and GACC
and relating to the transfer of certain Trust Mortgage Loans by
GACC to the
Depositor.
"GACC Trust Mortgage Loans": The Trust Mortgage Loans (other than
the ACS Trust Mortgage Loans) transferred and assigned to the
Depositor pursuant
to the GACC Mortgage Loan Purchase Agreement and each Qualified
Substitute
Mortgage Loan delivered in replacement thereof in accordance with
this Agreement
and the GACC Mortgage Loan Purchase Agreement.
"Gain-on-Sale Proceeds": With respect to any Specially Serviced
Trust Mortgage Loan or Administered REO Property, the excess, if
any, of (i) any
Liquidation Proceeds with respect to the subject Trust Mortgage
Loan or REO
Property, as the case may be (net of any related Liquidation
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Expenses and, in the case of any SLC Trust Mortgage Loan or the
related SLC REO
Property, further net of any portion of such Liquidation Proceeds
payable to the
related Serviced Non-Trust Mortgage Loan Noteholder(s)), over (ii)
the Purchase
Price for such Trust Mortgage Loan or the related REO Trust
Mortgage Loan, as
the case may be, on the date on which such Liquidation Proceeds
were received.
"Gain-on-Sale Reserve Account": A segregated custodial account or
accounts or subaccount of the Distribution Account created and
maintained by the
Certificate Administrator pursuant to Section 3.04(e) on behalf of
the Trustee
for the benefit of the Certificateholders, which shall be entitled
"[NAME OF
CERTIFICATE ADMINISTRATOR], as Certificate Administrator, for [NAME
OF TRUSTEE],
as Trustee, in trust for the registered holders of CD 2007-CD4
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series CD
2007-CD4." Any such account shall be an Eligible Account or a
subaccount of an
Eligible Account.
"Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global
Certificate or
the Regulation S Global Certificate.
"Grantor Trust": A "grantor trust" within the meaning of the
Grantor
Trust Provisions.
"Grantor Trust A-MFL": The portion of the Trust Fund consisting of
(i) the Class A-MFL REMIC II Regular Interest, (ii) the Swap
Agreement and
payments by the Swap Counterparty thereunder and (iii) the Floating
Rate
Account, intended to be treated as a "grantor trust" within the
meaning of the
Grantor Trust Provisions.
"Grantor Trust ED": The portion of the Trust Fund consisting of
each
Early Defeasance Trust Mortgage Loan, if any, intended to be
treated as a
"grantor trust" within the meaning of the Grantor Trust Provisions.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury regulation section 301.7701-4(c).
"Grantor Trust Y": The portion of the Trust Fund consisting of (i)
any Additional Interest with respect to the ARD Trust Mortgage
Loans after their
respective Anticipated Repayment Dates and (ii) amounts held from
time to time
in the Additional Interest Account that represent Additional
Interest, intended
to be treated as a "grantor trust" within the meaning of the
Grantor Trust
Provisions.
"Ground Lease": With respect to any Serviced Mortgage Loan for
which
the Mortgagor has a leasehold interest in the related Mortgaged
Property or
space lease within such Mortgaged Property, the lease agreement
creating such
leasehold interest.
"Group 1 Trust Mortgage Loan": Any Trust Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group No. 1.
"Group 2 Trust Mortgage Loan": Any Trust Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group No. 2.
-50-
"Group ED Loan REMIC Regular Interest": Any Loan REMIC Regular
Interest that relates to a Loan REMIC that includes an Early
Defeasance Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations now existing or hereafter enacted, and
specifically
including, without limitation, asbestos and asbestos-containing
materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"Impound Reserve": As defined in Section 3.16(c) hereof.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the
Controlling Class
Representative (and, with respect to the One World Financial Center
Trust
Mortgage Loan, the Class WFC Representative and, with respect to
any Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)),
the Trustee, any Fiscal Agent, the Certificate Administrator and
any and all
Affiliates thereof, (ii) does not have any direct financial
interest in or any
material indirect financial interest in any of the Depositor, the
Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the
Controlling Class
Representative (or, with respect to the One World Financial Center
Trust
Mortgage Loan, the Class WFC Representative and, with respect to
any Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)),
the Trustee, any Fiscal Agent, the Certificate Administrator or any
Affiliate
thereof, and (iii) is not connected with the Depositor, the
Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the
Controlling Class
Representative (or, with respect to the One World Financial Center
Trust
Mortgage Loan, the Class WFC Representative and, with respect to
any Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)),
the Trustee, any Fiscal Agent, the Certificate Administrator or any
Affiliate
thereof as an officer, employee, promoter, underwriter, trustee,
partner,
director or Person performing similar functions; provided, however,
that a
Person shall not fail to be Independent of the Depositor, the
Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the
Controlling Class
Representative (or, with respect to the One World Financial Center
Trust
Mortgage Loan, the Class WFC Representative and, with respect to
any Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)),
the Trustee, any Fiscal Agent, the Certificate Administrator or any
Affiliate
thereof merely because such Person is the beneficial owner of 1% or
less of any
class of securities issued by the Depositor, a Mortgage Loan
Seller, a Master
Servicer, the Special Servicer, the Controlling Class
Representative (or, with
respect to the One World Financial Center Trust Mortgage Loan, the
Class WFC
Representative and, with respect to any Serviced Loan Combination,
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), the Trustee, any
Fiscal Agent,
the Certificate Administrator or such Affiliate thereof, as the
case may be.
"Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal
Institute, and, if
the State in which the subject Mortgaged Property is located
certifies or
licenses appraisers, certified or licensed in such State, and in
each such case,
who has a minimum of five (5) years' experience in the subject
property type and
market.
-51-
"Independent Contractor": Any Person that would be an "independent
contractor" with respect to a REMIC Pool within the meaning of
Section 856(d)(3)
of the Code if such REMIC Pool were a real estate investment trust
(except that
the ownership test set forth in that Section shall be considered to
be met by
any Person that owns, directly or indirectly, 35 percent or more of
any Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to any
Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or
the Trust Fund, delivered to the Trustee and the Certificate
Administrator), so
long as such REMIC Pool does not receive or derive any income from
such Person;
provided that the relationship between such Person and such REMIC
Pool is at
arm's length, all within the meaning of Treasury regulations
section
1.856-4(b)(5), or any other Person upon receipt by the Trustee and
the
Certificate Administrator of an Opinion of Counsel, which shall be
at no expense
to any Master Servicer, the Special Servicer, the Trustee, the
Certificate
Administrator or the Trust Fund, to the effect that the taking of
any action in
respect of any Administered REO Property by such Person, subject to
any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such Administered REO
Property to
cease to qualify as "foreclosure property" within the meaning of
Section
860G(a)(8) of the Code, or cause any income realized in respect of
such
Administered REO Property to fail to qualify as Rents from Real
Property.
"Initial Deposit": With respect to each Initial Deposit Trust
Mortgage Loan, the supplemental payment from the related Mortgage
Loan Seller,
in an amount equal to the product of (i) an annual rate equal to
the related
Mortgage Rate (net, in the case of each GACC Trust Mortgage Loan
that is an
Initial Deposit Trust Mortgage Loan, of the related Master
Servicing Fee Rate),
multiplied by (ii) the Cut-off Date Balance of such Trust Mortgage
Loan,
multiplied by (iii) a fraction, expressed as a percentage, the
numerator of
which is the number of days in the initial Interest Accrual Period,
and the
denominator of which is 360.
"Initial Deposit Trust Mortgage Loan": Any Type I Late Payment Date
Trust Mortgage Loan or any Trust Mortgage Loan that does not
provide for a
Periodic Payment in April 2007.
"Initial Form 8-K Current Reports": As defined in Section 8.16.
"Initial Purchasers": Citigroup Global Markets Inc. and Deutsche
Bank Securities Inc.
"Institutional Accredited Investor" or "IAI": 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": With respect to any Serviced Mortgage Loan, any
hazard insurance policy, flood insurance policy, title policy or
other insurance
policy that is maintained from time to time in respect of such
Serviced Mortgage
Loan or the related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors,
as the case may be, pursuant to the terms of the related Mortgage
or lease, in
accordance with the Servicing Standard (or, in the case of an
Outside Serviced
Trust Mortgage Loan, in accordance with the servicing standard
under the related
Outside Servicing Agreement).
"Insured Environmental Event": As defined in Section 3.07(d).
-52-
"Interest Accrual Period": With respect to each Class of Regular
Certificates, each Class X Component, the Class A-MFL REMIC II
Regular Interest,
each REMIC I Regular Interest and the Loan REMIC Regular Interests,
for any
Distribution Date, the calendar month immediately preceding the
calendar month
in which such Distribution Date occurs. Notwithstanding the
foregoing, each
Interest Accrual Period is deemed to consist of 30 days solely for
purposes of
calculating interest on the Regular Certificates, the Class X
Components, the
Class A-MFL REMIC II Regular Interest, the REMIC I Regular
Interests and the
Loan REMIC Regular Interests. For purposes of determining Class
A-MFL Interest
Distribution Amounts and Class A-MFL Floating Swap Payments, for
any
Distribution Date and any Class A-MFL Swap Payment Date related
thereto based
upon the confirmation under the Swap Agreement, the Interest
Accrual Period will
begin on and include the preceding Distribution Date (or, in the
case of the
first Distribution Date, will begin on and include the Closing
Date) and will
end on the calendar day immediately preceding the subject
Distribution Date;
provided that, if a Class A-MFL Distribution Conversion is in
effect with
respect to the subject Distribution Date, then the Interest Accrual
Period
applicable to the Class A-MFL Interest Distribution Amount for such
Distribution
Date will be the same as the Interest Accrual Period with respect
to the Class
A-MFL REMIC II Regular Interest for such Distribution Date.
"Interest Reserve Account": The segregated account created and
maintained by the Certificate Administrator pursuant to Section
3.04(c) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF CERTIFICATE ADMINISTRATOR], as Certificate
Administrator, for
[NAME OF TRUSTEE], as Trustee, on behalf of and in trust for the
registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage
Pass-Through Certificates, Series CD 2007-CD4."
"Interest Reserve Amount": With respect to each Interest Reserve
Trust Mortgage Loan and Interest Reserve REO Trust Mortgage Loan
for each
Distribution Date that occurs in February of each year and in
January of each
year that is not a leap year, an amount equal to one (1) day's
interest at the
related Net Mortgage Rate (or, in the case of the One World
Financial Center
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto, 5.713576% per annum) on the related Stated Principal
Balance (or, in
the case of the One World Financial Center Trust Mortgage Loan or
any successor
REO Trust Mortgage Loan with respect thereto, the Loan REMIC
Principal Balance
of Loan REMIC Regular Interest WFC-I) as of the Due Date in the
month in which
such Distribution Date occurs (but prior to the application of any
amounts owed
on such Due Date), to the extent a Periodic Payment is collected in
respect
thereof as of the Determination Date immediately preceding such
Distribution
Date or a P&I Advance is made in respect thereof for such Due
Date as of such
Distribution Date.
"Interest Reserve Trust Mortgage Loan": Each Trust Mortgage Loan
that is an Actual/360 Trust Mortgage Loan.
"Interest Reserve REO Trust Mortgage Loan": An REO Trust Mortgage
Loan that relates to an Interest Reserve Trust Mortgage Loan.
"Interested Person": The Depositor, any Mortgage Loan Seller, any
Master Servicer, the Special Servicer, any Serviced Non-Trust
Mortgage Loan
Noteholder (but only with respect to the related SLC Trust Mortgage
Loan), any
Independent Contractor hired by the Special Servicer, any Holder of
a
Certificate or any Affiliate of any such Person.
-53-
"Internet Website": The Internet Websites maintained by the
Certificate Administrator and, if applicable, the Trustee, the
Master Servicers
and/or the Special Servicer, which in the case of the Certificate
Administrator
is initially located at "www.etrustee.net" or such other address as
provided by
the Certificate Administrator to the parties hereto from time to
time and, in
the case of a Master Servicer or the Special Servicer, shall be
located at such
address provided by such person to the parties hereto from time to
time.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating
categories
by at least one Rating Agency.
"IRS": The Internal Revenue Service or any successor agency.
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations
promulgated
thereunder.
"JQH Hotel Portfolio B-Note Trust Mortgage Loan": As defined in the
Preliminary Statement hereto.
"JQH Hotel Portfolio Co-Lender Agreement": As defined in the
Preliminary Statement hereto.
"JQH Hotel Portfolio Loan Combination": As defined in the
Preliminary Statement hereto.
"JQH Hotel Portfolio Mortgaged Properties": As defined in the
Preliminary Statement hereto.
"JQH Hotel Portfolio Non-Trust Mortgage Loan": As defined in the
Preliminary Statement hereto.
"JQH Hotel Portfolio Outside Servicing Agreement": As defined in
the
Preliminary Statement hereto.
"LaSalle": LaSalle Bank National Association or its successor in
interest.
"LaSalle Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 14, 2007, between the
Depositor and
LaSalle and relating to the transfer of certain Trust Mortgage
Loans by LaSalle
to the Depositor.
"LaSalle Trust Mortgage Loans": The Trust Mortgage Loans
transferred
and assigned to the Depositor pursuant to the LaSalle Mortgage Loan
Purchase
Agreement and each Qualified Substitute Mortgage Loan delivered in
replacement
thereof in accordance with this Agreement and the LaSalle Mortgage
Loan Purchase
Agreement.
"Late Collections": With respect to any Trust Mortgage Loan, all
amounts Received by the Trust thereon during any Collection Period,
other than
Penalty Interest, whether as payments, Insurance Proceeds,
Liquidation Proceeds
or otherwise, which represent late collections of the principal
-54-
and/or interest portions of a Periodic Payment (other than a
Balloon Payment) or
an Assumed Periodic Payment in respect of such Trust Mortgage Loan
due or deemed
due on a Due Date in a previous Collection Period, and not
previously recovered.
With respect to any REO Trust Mortgage Loan, all amounts Received
by the Trust
in connection with the related REO Property during any Collection
Period,
whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues
or otherwise,
which represent late collections of the principal and/or interest
portions of a
Periodic Payment (other than a Balloon Payment) or an Assumed
Periodic Payment
in respect of the predecessor Trust Mortgage Loan or of an Assumed
Periodic
Payment in respect of such REO Trust Mortgage Loan due or deemed
due on a Due
Date in a previous Collection Period and not previously recovered.
Late
Collections with respect to an Outside Serviced Trust Mortgage Loan
will be
allocated to such Trust Mortgage Loan as provided in the related
Co-Lender
Agreement and the related Outside Servicing Agreement, and to the
extent not
inconsistent with the related Co-Lender Agreement and the related
Outside
Servicing Agreement, as provided in this Agreement.
"Late Payment Date Reserve Account": The segregated account or
accounts created and maintained by Master Servicer No. 1 pursuant
to Section
3.04(g) on behalf of the Trustee in trust for Certificateholders,
which shall be
entitled "[NAME OF SUBJECT MASTER SERVICER], as a Master Servicer
for [NAME OF
TRUSTEE], as Trustee, on behalf of and in trust for the registered
holders of CD
2007-CD4 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through
Certificates, Series CD 2007-CD4".
"Late Payment Date Reserve Amount": With respect to any Type I Late
Payment Date Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with
respect thereto, for the Determination Date in each of March, May,
July, October
and December, an amount equal to the excess, if any, of (a) the
interest portion
of the Periodic Payment or Assumed Periodic Payment due or deemed
due, as the
case may be, with respect to such Trust Mortgage Loan or REO Trust
Mortgage
Loan, as the case may be, on the Due Date in the Collection Period
ending on
such Determination Date, exclusive of the Master Servicing Fee
payable
therefrom, over (b) an amount equal to the product of (i) an annual
rate equal
to the related Mortgage Rate (net of the related Master Servicing
Fee),
multiplied by (ii) the Stated Principal Balance of such Trust
Mortgage Loan or
REO Trust Mortgage Loan, as the case may be, as of such
Determination Date,
multiplied by (iii) a fraction, the numerator of which is the
number of days in
the Interest Accrual Period for the related Distribution Date, and
the
denominator of which is 360.
"Late Payment Date Shortfall Amount": With respect to any Type I
Late Payment Date Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto, for the P&I Advance Date in each of
January, April, June,
August and November, an amount equal to the excess, if any, of (a)
an amount
equal to the product of (i) an annual rate equal to the related
Mortgage Rate
(net of the related Master Servicing Fee), multiplied by (ii) the
Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage
Loan, as the
case may be, as of such P&I Advance Date, multiplied by (iii) a
fraction, the
numerator of which is the number of days in the Interest Accrual
Period for the
related Distribution Date, and the denominator of which is 360,
over (b) the
interest portion of the Periodic Payment or Assumed Periodic
Payment due or
deemed due, as the case may be, with respect to such Trust Mortgage
Loan or REO
Trust Mortgage Loan, as the case may be, on the Due Date in the
Collection
Period for the related Distribution Date.
-55-
"Late Payment Date Trust Mortgage Loan": Any Type I Late Payment
Date Trust Mortgage Loan or Type II Late Payment Date Trust
Mortgage Loan.
"LC Trust Mortgage Loan": A Trust Mortgage Loan that is part of a
Loan Combination.
"LIBOR": The rate specified in Section 1.03(a) or the rate
calculated by the Certificate Administrator in accordance with
Section 1.03(b),
as applicable under the circumstances.
"LIBOR Business Day": Any day on which commercial banks are open
for
general business (including dealings in foreign exchange and
foreign currency
deposits) in London, England.
"LIBOR Determination Date": For purposes of calculating LIBOR in
any
particular calendar month subsequent to March 2007, the second
LIBOR Business
Day prior to the Distribution Date in such calendar month; provided
that, to the
extent that the calculation of LIBOR in accordance with Section
1.03(b) requires
a determination made as of New York City time, the subject LIBOR
Determination
Date must also be one on which commercial banks are open for
general business
(including dealings in foreign exchange and foreign currency
deposits) in
London, England and New York, New York.
"Litigation Control": As defined in Section 3.19(e).
"Liquidation Event": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan, any of the following events: (i)
such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan is paid in full;
(ii) a Final
Recovery Determination is made with respect to such Trust Mortgage
Loan or
Serviced Non-Trust Mortgage Loan; (iii) in the case of a Trust
Mortgage Loan,
such Trust Mortgage Loan is (A) repurchased or replaced by a
Mortgage Loan
Seller pursuant to the applicable Mortgage Loan Purchase Agreement,
(B)
purchased by a Master Servicer, the Special Servicer or the
Majority Controlling
Class Certificateholder, or acquired by the Certificateholders
(exclusive of the
Class R Certificateholders) in exchange for their Certificates, in
each case
pursuant to Section 9.01, or (C) purchased by the Majority
Controlling Class
Certificateholder, the Special Servicer, the Holder(s) of Class WFC
Certificates
or any assignee of the foregoing pursuant to Section 3.18; (iv) in
the case of
the One World Financial Center Trust Mortgage Loan, such Trust
Mortgage Loan is
purchased by the Holder(s) of Class WFC Certificates pursuant to
Section 6.14;
(v) in the case of a Trust Mortgage Loan that is a part of the Loan
Combination,
such Trust Mortgage Loan is purchased by a related Non-Trust
Mortgage Loan
Noteholder pursuant to the related Co-Lender Agreement; and (vi)
such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan is purchased by
any related
mezzanine lender pursuant to any applicable intercreditor,
co-lender or similar
agreement. With respect to any REO Property (and the related REO
Mortgage
Loan(s)), any of the following events: (i) a Final Recovery
Determination is
made with respect to such REO Property; (ii) such REO Property is
purchased by a
Master Servicer, the Special Servicer or the Majority Controlling
Class
Certificateholder, or acquired by the Certificateholders (exclusive
of the Class
R Certificateholders) in exchange for their Certificates, in each
case pursuant
to Section 9.01; or (iii) such REO Property is sold pursuant to
Section 3.18
(or, if it relates to an Outside Serviced Trust Mortgage Loan,
pursuant to the
related Outside Servicing Agreement).
"Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO
Property,
the fee payable to the Special Servicer out of certain related
recoveries
pursuant to the third paragraph of Section 3.11(c).
-56-
"Liquidation Fee Rate": 1.0%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by a Master Servicer or the
Special Servicer
in connection with: (i) the taking of all or a part of a Mortgaged
Property or
REO Property by exercise of the power of eminent domain or
condemnation,
subject, however, to the rights of any tenants and ground lessors,
as the case
may be, and the rights of the Mortgagor under the terms of the
related Mortgage;
(ii) the liquidation of a Mortgaged Property or other collateral
constituting
security for a defaulted Trust Mortgage Loan or B-Note Non-Trust
Mortgage Loan,
through trustee's sale, foreclosure sale, REO Disposition or
otherwise (which
does not include voluntary Principal Prepayments), exclusive of any
portion
thereof required to be released to the related Mortgagor in
accordance with
applicable law and the terms and conditions of the related Mortgage
Note and
Mortgage; (iii) the realization upon any deficiency judgment
obtained against a
Mortgagor; (iv) the purchase of a Defaulted Trust Mortgage Loan by
the Majority
Controlling Class Certificateholder, the Special Servicer or any
assignee
thereof pursuant to Section 3.18; (v) the repurchase or replacement
of a Trust
Mortgage Loan by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan
Purchase Agreement; (vi) the purchase of a Trust Mortgage Loan or
REO Property
by a Master Servicer, the Special Servicer or the Majority
Controlling Class
Certificateholder, or the acquisition of a Mortgage Loan or REO
Property by all
the Certificateholders (other than the Class R Certificateholders)
in exchange
for their Certificates, in each case pursuant to Section 9.01;
(vii) the
purchase of a Trust Mortgage Loan that is part of a Loan
Combination by a
related Non-Trust Mortgage Loan Noteholder pursuant to a related
Co-Lender
Agreement; (viii) the purchase of a Trust Mortgage Loan or B-Note
Non-Trust
Mortgage Loan by a mezzanine lender pursuant to any applicable
intercreditor,
co-lender or similar agreement; or (ix) the purchase of the One
World Financial
Center Trust Mortgage Loan by the Holder(s) of Class WFC
Certificates.
"Loan Combination": The Ala Moana Portfolio Loan Combination, any
Pari Passu Loan Combination, any A/B Loan Combination or the JQH
Hotel Portfolio
Loan Combination, as applicable.
"Loan Group": Either Loan Group No. 1 or Loan Group No. 2, as
applicable.
"Loan Group No. 1": Collectively, all of the Trust Mortgage Loans
that are Group 1 Trust Mortgage Loans and any successor REO Trust
Mortgage Loans
with respect thereto.
"Loan Group No. 1 Available Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Net
Available
Distribution Amount attributable to Loan Group No. 1.
"Loan Group No. 1 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Net
Principal
Distribution Amount attributable to Loan Group No. 1.
"Loan Group No. 2": Collectively, all of the Trust Mortgage Loans
that are Group 2 Trust Mortgage Loans and any successor REO Trust
Mortgage Loans
with respect thereto.
"Loan Group No. 2 Available Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Net
Available
Distribution Amount attributable to Loan Group No. 2.
-57-
"Loan Group No. 2 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Net
Principal
Distribution Amount attributable to Loan Group No. 2.
"Loan REMIC": With respect to the One World Financial Center Trust
Mortgage Loan or any Early Defeasance Trust Mortgage Loan, the
segregated pool
of assets consisting of: (i) the subject Trust Mortgage Loan,
together with all
documents included in the related Mortgage File and any related
Escrow Payments
and Reserve Funds; (ii) all amounts (other than Early Defeasance
Yield
Maintenance Payments) relating to the subject Trust Mortgage Loan
or any
successor REO Trust Mortgage Loan with respect thereto held from
time to time in
the Interest Reserve Account, the Certificate Account, the
Distribution Account,
the Gain-on-Sale Reserve Account and the Pool REO Account; (iii)
any REO
Property acquired in respect of the subject Trust Mortgage Loan;
(iv) the rights
of the "purchaser" under the related Mortgage Loan Purchase
Agreement with
respect to the subject Trust Mortgage Loan; and (v) the rights of
the mortgagee
under all Insurance Policies with respect to the subject Trust
Mortgage Loan.
"Loan REMIC Deferred Interest": The amount by which interest
distributable to REMIC I with respect to any Loan REMIC Regular
Interest is
reduced by the amount of Mortgage Deferred Interest allocable to
such Loan REMIC
Regular Interest on any Distribution Date.
"Loan REMIC Principal Balance": The principal balance of a Loan
REMIC Regular Interest as of any date of determination. As of the
Closing Date,
the Loan REMIC Principal Balance of Loan REMIC Regular Interest
WFC-I shall
equal $257,000,000, the Loan REMIC Principal Balance of Loan REMIC
Regular
Interest WFC-II shall equal $40,500,000 and the Loan REMIC
Principal Balance of
each other Loan REMIC Regular Interest shall equal the Cut-off Date
Balance of
the related Early Defeasance Trust Mortgage Loan. On each
Distribution Date, the
Loan REMIC Principal Balance of each Loan REMIC Regular Interest
shall be
permanently reduced by all distributions of principal deemed to
have been made
thereon on such Distribution Date pursuant to Section 4.01(m), and
shall be
further permanently reduced by all Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04(b). On any Distribution Date, the Loan REMIC Principal Balance
of any Loan
REMIC Regular Interest shall be increased by any Loan REMIC
Deferred Interest
with respect thereto for such Distribution Date.
"Loan REMIC Regular Interest": Any uncertificated "regular
interest"
(within the meaning of Section 860G(a)(1) of the Code) in a Loan
REMIC issued
hereunder, as described (and bearing the designation specified) in
the
Preliminary Statement hereto.
"Loan REMIC Remittance Rate": With respect to Loan REMIC Regular
Interest WFC-I, the Net Mortgage Pass-Through Rate for such
Distribution Date
with respect to the portion of the One World Financial Center Trust
Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto
that relates
to Loan REMIC Regular Interest WFC-I; with respect to Loan REMIC
Regular
Interest WFC-II, the Net Mortgage Pass-Through Rate for such
Distribution Date
with respect to the portion of the One World Financial Center Trust
Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto
that relates
to Loan REMIC Regular Interest WFC-II; and with respect to each
other Loan REMIC
Regular Interest, for any Distribution Date, the Net Mortgage
Pass-Through Rate
with respect to the related Early Defeasance Trust Mortgage Loan or
any
successor REO Trust Mortgage Loan with respect thereto for such
Distribution
Date.
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"Loan-to-Value Ratio": With respect to any Serviced Mortgage Loan,
as of any date of determination, a fraction, expressed as a
percentage, the
numerator of which is the then-current principal amount of such
Serviced
Mortgage Loan (plus, in the case of a B-Note Non-Trust Mortgage
Loan, the
current principal amount of the related A-Note Trust Mortgage Loan)
or, if such
Serviced Mortgage Loan is part of the JQH Hotel Portfolio Loan
Combination or a
Pari Passu Loan Combination, the then aggregate unpaid principal
balance for the
entire Loan Combination, and the denominator of which is the
Appraised Value of
the related Mortgaged Property.
"Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Serviced Mortgage Loan until a
date specified
in such Mortgage Note, the period from the Closing Date until such
specified
date.
"Majority Class WFC-1 Certificateholder(s)": As of any date of
determination, any Holders (or, in the case of a Class of
Book-Entry
Certificates, Certificate Owners) of Certificates entitled to
greater than 50%
of the Voting Rights allocated to the Class WFC-1 Certificates.
"Majority Class WFC-2 Certificateholder(s)": As of any date of
determination, any Holders (or, in the case of a Class of
Book-Entry
Certificates, Certificate Owners) of Certificates entitled to
greater than 50%
of the Voting Rights allocated to the Class WFC-2 Certificates.
"Majority Class WFC-3 Certificateholder(s)": As of any date of
determination, any Holders (or, in the case of a Class of
Book-Entry
Certificates, Certificate Owners) of Certificates entitled to
greater than 50%
of the Voting Rights allocated to the Class WFC-3 Certificates.
"Majority Controlling Class Certificateholder": As of any date of
determination, any single Holder (or, in the case of a Class of
Book-Entry
Certificates, Certificate Owner) of Certificates (other than any
Holder (or, in
the case of a Class of Book-Entry Certificates, Certificate Owner)
that is an
Affiliate of the Depositor or a Mortgage Loan Seller) entitled to
greater than
50% of the Voting Rights allocated to the Controlling Class;
provided, however,
that, if there is no single Holder (or, in the case of a Class of
Book-Entry
Certificates, Certificate Owner) of Certificates entitled to
greater than 50% of
the Voting Rights allocated to such Class, then the Majority
Controlling Class
Certificateholder shall be the single Holder (or, in the case of a
Class of
Book-Entry Certificates, Certificate Owner) of Certificates with
the largest
percentage of Voting Rights allocated to such Class. With respect
to determining
the Majority Controlling Class Certificateholder, the Senior Class
A
Certificates shall be deemed to be a single Class of Certificates,
with the
applicable Voting Rights allocated among the Holders (or, in the
case of a Class
of Book-Entry Certificates, Certificate Owners) of such
Certificates in
proportion to the respective Certificate Principal Balances of such
Certificates
as of such date of determination.
"Mall of America Co-Lender Agreement": The A/A Co-Lender Agreement
that relates to the Mall of America Loan Combination.
"Mall of America Loan Combination": The Pari Passu Loan Combination
that is secured by a Mortgage encumbering the Mall of America
Mortgaged
Property, together with any group of REO Mortgage Loans or
comparable deemed
mortgage loans in respect thereof.
"Mall of America Mortgaged Property": The real property identified
on the Mortgage Loan Schedule as the Mall of America.
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"Mall of America Non-Trust Mortgage Loan": The mortgage loan that
is
part of the Mall of America Loan Combination but is not included in
the Trust
Fund.
"Mall of America Non-Trust Mortgage Loan Noteholder": Any holder of
a promissory note evidencing a Mall of America Non-Trust Mortgage
Loan.
"Mall of America REO Property": Any REO Property relating to the
Mall of America Loan Combination.
"Mall of America Trust Mortgage Loan": The Trust Mortgage Loan that
is part of the Mall of America Loan Combination and is identified
on the
Mortgage Loan Schedule by loan number 3.
"Master Servicer": Each of Master Servicer No. 1, Master Servicer
No. 2 or Master Servicer No. 3, as applicable.
"Master Servicer No. 1": Wachovia Bank, National Association, its
successor in interest or any successor Master Servicer No. 1
appointed as herein
provided (including the Trustee as successor pursuant to Section
7.02).
"Master Servicer No. 2": Midland Loan Services, Inc., its successor
in interest or any successor Master Servicer No. 2 appointed as
herein provided
(including the Trustee as successor pursuant to Section 7.02).
"Master Servicer No. 3": Capmark Finance Inc., its successor in
interest or any successor Master Servicer No. 3 appointed as herein
provided
(including the Trustee as successor pursuant to Section 7.02).
"Master Servicer Reportable Event": With respect to each Master
Servicer, any of the following events, conditions, circumstances
and/or matters:
(i)
the entry into or amendment to a definitive agreement
that is material to the Subject Securitization Transaction,
including, for example, a servicing agreement with a Servicer
contemplated by Item 1108(a)(3) of Regulation AB, but only if the
subject Master Servicer or any Servicing Representative of the
subject Master Servicer is a party to such agreement or has entered
into such agreement on behalf of the Trust;
(ii)
the termination of a definitive agreement that is
material to the Subject Securitization Transaction (otherwise than
by expiration of the agreement on its stated termination date or as
a result of all parties completing their obligations under such
agreement), but only if the subject Master Servicer or any
Servicing
Representative of the subject Master Servicer is a party to such
agreement or has entered into such agreement on behalf of the
Trust;
(iii)
the appointment of a receiver, fiscal agent or
similar officer for any Material Debtor in a proceeding under the
U.S. Bankruptcy Code or in any other proceeding under state or
federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of
any
Material Debtor, including where such jurisdiction has been assumed
by leaving the existing
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directors and officers in possession but subject to the supervision
and orders of a court or governmental authority, but only if the
subject Material Debtor is (A) the subject Master Servicer, (B) any
Servicing Representative of the subject Master Servicer that
constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation
AB or (C) any Significant Obligor with respect to a Performing
Serviced Trust Mortgage Loan as to which the subject Master
Servicer
is the applicable Master Servicer;
(iv)
the entry of an order confirming a plan of
reorganization, arrangement or liquidation of a Material Debtor by
a
court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of such Material
Debtor, but only if the subject Material Debtor is (A) the subject
Master Servicer, (B) any Servicing Representative of the subject
Master Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to a Performing Serviced Trust Mortgage Loan as to which
the
subject Master Servicer is the applicable Master Servicer;
(v)
any resignation, removal, replacement or substitution
of (A) the subject Master Servicer or (B) any Servicing
Representative of the subject Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(vi)
any appointment of (A) a new Master Servicer as a
successor to the subject Master Servicer or (B) any new Servicing
Representative of the subject Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(vii)
any nonpublic disclosure, by the subject Master
Servicer or any Servicing Representative of the subject Master
Servicer, with respect to the Subject Securitization Transaction
(other than disclosure required pursuant to this Agreement) that is
required to be disclosed by Regulation FD (17 C.F.R. 243.100
through
243.103);
(viii)
any other information of which the subject Master
Servicer has knowledge of importance to Certificateholders
(determined by the subject Master Servicer in accordance with the
Servicing Standard) that (A) is not otherwise required to be
included in the Distribution Date Statement or any other report to
be delivered or otherwise made available to Certificateholders
hereunder, (B) the subject Master Servicer has determined, in
accordance with the Servicing Standard, could have a material
adverse effect on payments to any Class of Certificateholders, and
(C) is directly related to a Performing Serviced Trust Mortgage
Loan
as to which the subject Master Servicer is the applicable Master
Servicer;
(ix)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material Litigant, or of which any property of a Material Litigant
is the subject, or any threat by a governmental authority to bring
any such legal proceedings, that are material to
Certificateholders,
but only if the subject Master Servicer is controlling the subject
litigation or if the subject Material Litigant is (A) the subject
Master Servicer, (B) any Servicing Representative of the subject
Master Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to a Performing Serviced
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Trust Mortgage Loan as to which the subject Master Servicer is the
applicable Master Servicer;
(x)
the receipt by or on behalf of the subject Master
Servicer or any Servicing Representative of the subject Master
Servicer of any updated financial statements, balance sheets, rent
rolls or other financial information regarding a Significant
Obligor
with respect to a Performing Serviced Trust Mortgage Loan as to
which the subject Master Servicer is the applicable Master
Servicer;
(xi)
to the extent not otherwise disclosed in the
Prospectus Supplement, whether the subject Master Servicer has
become an affiliate (as defined in Rule 405 of the Securities Act)
of any of (A) the Trust, (B) the Depositor, (C) a Mortgage Loan
Seller, (D) the Trustee, (E) the Certificate Administrator, (F) the
Special Servicer, (G) any Servicing Representative of the subject
Master Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (H) any Significant Obligor;
(xii)
to the extent not otherwise disclosed in the
Prospectus Supplement, any business relationship, agreement,
arrangement, transaction or understanding required to be disclosed
by Item 1119(b) of Regulation AB between LaSalle, PNC or the Trust,
on the one hand, and the subject Master Servicer or any Servicing
Representative of the subject Master Servicer, on the other hand;
and
(xiii)
to the extent not otherwise disclosed in the
Prospectus Supplement, any specific relationship involving or
relating to the Subject Securitization Transaction or the Trust
Mortgage Loans required to be disclosed by Item 1119(c) of
Regulation AB between LaSalle, PNC or the Trust, on the one hand,
and the subject Master Servicer or any Servicing Representative of
the subject Master Servicer, on the other hand.
"Master Servicing Fee": With respect to each Trust Mortgage Loan
(and any REO Trust Mortgage Loan with respect thereto), the fee
payable to the
applicable Master Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to: (a) each Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto),
the percentage set forth under the column "Master Servicing Fee
Rate" on the
Mortgage Loan Schedule; (b) the Serviced Non-Trust Mortgage Loan
secured by the
Mortgaged Property identified on the Mortgage Loan Schedule as
Crown Ridge
Apartments (and any successor REO Mortgage Loan with respect
thereto), 0.05% per
annum; (c) each other MezzCap B-Note Non-Trust Mortgage Loan (or
any successor
REO Mortgage Loan with respect thereto), 0.0% per annum; and (d)
each other
Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with
respect thereto), 0.01% per annum.
"Material Debtor": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
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(iii) each of the parties to this Agreement;
(iv)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB with respect to
the
Subject Securitization Transaction;
(v)
any Significant Obligor;
(vi)
any Enhancement/Support Provider; and
(vii) any other material party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction.
"Material Litigant": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
(iii) each of the parties to this Agreement;
(iv)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB with respect to
the
Subject Securitization Transaction;
(v)
any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB; and
(vi)
any other party contemplated by Item 1100(d)(1) of Regulation
AB relating to the Subject Securitization Transaction.
"MezzCap Loan Combination": Any A/B Loan Combination other than the
One World Financial Center Loan Combination.
"MezzCap B-Note Non-Trust Mortgage Loan": Any B-Note Non-Trust
Mortgage Loan that is part of a MezzCap Loan Combination.
"Midland": Midland Loan Services, Inc. or its successor in
interest.
"Money Term": With respect to any Serviced Mortgage Loan, the
maturity date, Mortgage Rate, Stated Principal Balance,
amortization term or
payment frequency thereof or any provision thereof requiring the
payment of a
Prepayment Premium or Yield Maintenance Charge in connection with a
Principal
Prepayment (but not any late fees or default interest provisions).
"Moody's": Moody's Investors Service, Inc., or its successor in
interest. If Moody's nor any successor remains in existence,
"Moody's" shall be
deemed to refer to such other nationally recognized statistical
rating agency or
other comparable Person designated by the Depositor, notice of
which designation
shall be given to the Trustee, the Certificate Administrator, the
Master
Servicers and the Special Servicer, and specific ratings of Moody's
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated.
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"Mortgage": With respect to any Serviced Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
the Mortgage Note and creates a lien on the fee or leasehold
interest in the
related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Serviced Mortgage
Loan, the amount of any interest accrued thereon at the related
Mortgage Rate
(other than Additional Interest) that, by virtue of a modification,
is added to
the outstanding principal balance of such Serviced Mortgage Loan
instead of
being payable on the related Due Date on which it would otherwise
have been due.
"Mortgage File":
(a)
With respect to any Serviced Trust Mortgage Loan and, in the
case of each Serviced Loan Combination, also with respect to each
Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the
following
documents collectively (which, in the case of each Serviced Loan
Combination,
except for the Mortgage Notes referred to in clause (a)(i) of this
definition
and any modifications thereof referred to in clause (a)(vi) of this
definition,
relate to the entire such Loan Combination):
(i)
either (A) in the case of any Serviced Trust Mortgage Loan,
the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any
and all intervening endorsements thereon, endorsed on its
face or by allonge attached thereto (without recourse,
representation or warranty, express or implied) to the order
of "Wells Fargo Bank, National Association, as trustee for
the registered holders of CD 2007-CD4 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
CD 2007-CD4", or in blank (or a lost note affidavit and
indemnity with a copy of such Mortgage Note attached
thereto) or (B) in the case of any Serviced Non-Trust
Mortgage Loan, a copy of the executed Mortgage Note;
(ii)
an original or a copy of the Mortgage, together with any and
all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with
evidence of recording indicated thereon or certified by the
applicable recording office;
(iii)
an original or a copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage),
together with any and all intervening assignments thereof,
in each case (unless not yet returned by the applicable
recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv)
an original executed assignment, in recordable form (except
for any missing recording information and, if delivered in
blank, the name of the assignee), of (A) the Mortgage, (B)
any related Assignment of Leases (if such item is a document
separate from the Mortgage) and (C) any other recorded
document relating to the Trust Mortgage Loan otherwise
included in the Mortgage File, in favor of "Wells Fargo
Bank, National Association, as trustee for the registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series CD 2007-CD4"
(and, in the case of a Serviced
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Loan Combination, also on behalf of the related Serviced
Non-Trust Mortgage Loan Noteholder(s)), or in blank;
(v)
an original assignment of all unrecorded documents relating
to the Trust Mortgage Loan (to the extent not already
assigned pursuant to clause (iv) above), in favor of "Wells
Fargo Bank, National Association, as trustee for the
registered holders of CD 2007-CD4 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series CD
2007-CD4" (and, in the case of a Serviced Loan Combination,
also on behalf of the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), or in blank;
(vi)
originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances
where the terms or provisions of the Mortgage or Mortgage
Note have been consolidated or modified or the subject
Serviced Mortgage Loan has been assumed or consolidated;
(vii)
the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been
issued or located, an original or copy of an irrevocable,
binding commitment (which may be a pro forma policy or
specimen version of, or a marked commitment for, the policy
that has been executed by an authorized representative of
the title company or an agreement to provide the same
pursuant to binding escrow instructions executed by an
authorized representative of the title company) to issue
such title insurance policy;
(viii)
any filed copies (bearing evidence of filing) or other
evidence of filing reasonably satisfactory to the Depositor
of any prior UCC Financing Statements in favor of the
originator of the subject Serviced Mortgage Loan or in favor
of any assignee prior to the Trustee (but only to the extent
the related Mortgage Loan Seller had possession of such UCC
Financing Statements when it was to deliver the subject
Mortgage File on or prior to the Closing Date), unless not
yet returned by the applicable filing office; and, if there
is an effective UCC Financing Statement in favor of the
Mortgage Loan Seller on record with the applicable public
office for UCC Financing Statements, an original UCC
Financing Statement assignment, in form suitable for filing
in favor of Wells Fargo Bank, National Association, as
trustee for the registered holders of CD 2007-CD4 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series CD 2007-CD4 (and, in the case of a
Serviced Loan Combination, also on behalf of the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), as
assignee, or in blank;
(ix)
an original or a copy of any (A) Ground Lease and ground
lessor estoppel, (B) loan guaranty or indemnity, (C)
lender's environmental insurance policy or (D) lease
enhancement policy;
(x)
any intercreditor, co-lender or similar agreement relating
to (A) permitted debt of the Mortgagor and/or (B) mezzanine
debt relating to the Mortgagor; and
(xi)
copies of any loan agreement, escrow agreement, security
agreement or letter of credit relating to a Trust Mortgage
Loan (with the original of any letter of credit
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relating to a Trust Mortgage Loan to be delivered to the
applicable Master Servicer); and
(b)
with respect to an Outside Serviced Trust Mortgage Loan, the
following documents collectively:
(i)
the original executed Mortgage Note for such Trust Mortgage
Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of "Wells Fargo
Bank, National Association, as trustee for the registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series CD 2007-CD4" or
in blank, and further showing a complete, unbroken chain of
endorsement from the originator (if such originator is other
than the related Mortgage Loan Seller) (or, alternatively,
if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage
Note);
(ii)
a copy of the executed related Co-Lender Agreement; and
(iii)
a copy of the executed related Outside Servicing Agreement;
provided that, whenever the term "Mortgage File" is used to refer
to documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or the Custodian for documents
described in clauses
(a)(vi), (a)(ix)(B), (a)(ix)(C), (a)(ix)(D), (a)(x) and (a)(xi) of
this
definition, shall be deemed to include only such documents to the
extent the
Trustee or Custodian has actual knowledge of their existence.
"Mortgage Loan": Any Trust Mortgage Loan or Non-Trust Mortgage
Loan.
"Mortgage Loan Purchase Agreement": Each of the Citigroup Mortgage
Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement,
the LaSalle
Mortgage Loan Purchase Agreement, the PNC Mortgage Loan Purchase
Agreement, the
RBC Mortgage Loan Purchase Agreement and the ACS Mortgage Loan
Purchase
Agreement.
"Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust
Fund
attached hereto as Schedule I and in a computer readable format.
Such list shall
set forth the following information with respect to each Trust
Mortgage Loan:
(i)
the loan number;
(ii)
the street address (including city, county, state and zip
code) and name of the related Mortgaged Property;
(iii)
the Cut-off Date Balance;
(iv)
the amount of the Periodic Payment due on the first Due Date
following the Closing Date;
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(v)
the Mortgage Rate as of the Cut-off Date;
(vi)
the (A) original term to stated maturity, (B) remaining term
to stated maturity and (C) the Stated Maturity Date;
(vii)
in the case of a Balloon Trust Mortgage Loan, the remaining
amortization term;
(viii)
the original and remaining amortization term;
(ix)
whether the Trust Mortgage Loan is secured by a Ground
Lease;
(x)
the Master Servicing Fee Rate;
(xi)
whether such Trust Mortgage Loan is an ARD Trust Mortgage
Loan and, if so, the Anticipated Repayment Date and
Additional Interest Rate for such ARD Trust Mortgage Loan;
(xii)
the related Mortgage Loan Seller;
(xiii)
whether such Trust Mortgage Loan is insured by an
environmental policy;
(xiv)
whether such Trust Mortgage Loan is cross-defaulted or
cross-collateralized with any other Trust Mortgage Loan;
(xv)
whether such Trust Mortgage Loan is a Defeasance Loan;
(xvi)
whether the Trust Mortgage Loan is secured by a letter of
credit;
(xvii)
whether such Trust Mortgage Loan is an Interest Reserve
Trust Mortgage Loan;
(xviii) whether payments on such Trust Mortgage Loan are made to a
lock-box;
(xix)
the amount of any Reserve Funds escrowed in respect of each
Trust Mortgage Loan;
(xx)
the number of grace days after the Due Date until Periodic
Payments incur late payment charges;
(xxi)
the number of units or leasable square feet at the Mortgaged
Property; and
(xxii)
whether the Trust Mortgage Loan is in Loan Group No. 1 or
Loan Group No. 2.
"Mortgage Loan Seller": Each of Citigroup, GACC, LaSalle, PNC, RBC
or ACS, as applicable.
"Mortgage Note": The original executed note or notes (collectively)
evidencing the indebtedness of a Mortgagor under a Trust Mortgage
Loan or
Serviced Non-Trust Mortgage Loan, together with any rider, addendum
or amendment
thereto, or any renewal, substitution or replacement of such note.
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"Mortgage Pool": Collectively, all of the Trust Mortgage Loans and
any REO Trust Mortgage Loans. None of the Non-Trust Mortgage Loans
and/or REO
Serviced Non-Trust Mortgage Loans shall constitute part of the
Mortgage Pool.
"Mortgage Rate": With respect to (i) any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan on or prior to its Stated Maturity
Date, the
fixed annualized rate, not including any Additional Interest Rate,
at which
interest is scheduled (in the absence of a default) to accrue on
such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan from time to time
in
accordance with the related Mortgage Note and applicable law; (ii)
any Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan after its Stated
Maturity
Date, the annualized rate described in clause (i) above determined
without
regard to the passage of such Stated Maturity Date, but giving
effect to any
modification thereof as contemplated by Section 3.20 (or, in the
case of an
Outside Serviced Trust Mortgage Loan, pursuant to the related
Outside Servicing
Agreement); and (iii) any REO Mortgage Loan, the annualized rate
described in
clause (i) or (ii), as applicable, above determined as if the
predecessor Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, as applicable,
had remained
outstanding.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note
and/or, in the case of an indemnity deed of trust, the entity which
granted the
lien on such Mortgaged Property.
"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with
Principal Prepayments
Received by the Trust on the Trust Mortgage Loans during the
related Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicers in
the Collection Accounts for such Distribution Date pursuant to
Section 3.19(a)
in connection with such Prepayment Interest Shortfalls on the Trust
Mortgage
Loans.
"Net Available Distribution Amount": With respect to any
Distribution Date, the Available Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by (i) the Class WFC Available
Distribution
Amount for such Distribution Date and (ii) the total amount of
reimbursements to
the Holder(s) of Class WFC Certificates on such Distribution Date
pursuant to
Section 4.01(m).
"Net Cash Flow" or "NCF": As defined in and determined in
accordance
with the provisions of Exhibit E attached hereto.
"Net Investment Earnings": With respect to (i) any Collection
Account, any Servicing Account, any Reserve Account, any REO
Account, any SLC
Custodial Account and the Late Payment Date Reserve Account for any
Collection
Period and (ii) the Distribution Account, the Interest Reserve
Account, the
Additional Interest Account, the Floating Rate Account or the
Gain-on-Sale
Reserve Account (if any) for any Distribution Date, the amount, if
any, by which
the aggregate of all interest and other income realized during the
subject
Collection Period, with respect to any of the accounts described in
clause (i)
above, or during the one-month period ending on the subject
Distribution Date
and beginning immediately following the preceding Distribution Date
(or, in the
case of the initial
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Distribution Date, beginning on the Closing Date), with respect to
any of the
accounts described in clause (ii) above, on funds held in such
accounts, exceeds
the aggregate of all losses, if any, incurred during the subject
Collection
Period with respect to any of the accounts described in clause (i)
above, or
during the one-month period ending on the subject Distribution Date
and
beginning immediately following the preceding Distribution Date
(or, in the case
of the initial Distribution Date, beginning on the Closing Date),
with respect
to any of the accounts described in clause (ii) above, in
connection with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to (i) any Collection Account,
any Servicing Account, any Reserve Account, any REO Account, any
SLC Custodial
Account and the Late Payment Date Reserve Account for any
Collection Period and
(ii) the Distribution Account, the Interest Reserve Account, the
Additional
Interest Account, the Floating Rate Account or the Gain-on-Sale
Reserve Account
(if any) for any Distribution Date, the amount by which the
aggregate of all
losses, if any, incurred during the subject Collection Period, with
respect to
any of the accounts described in clause (i) above, or during the
one-month
period ending on the subject Distribution Date and beginning
immediately
following the preceding Distribution Date (or, in the case of the
initial
Distribution Date, beginning on the Closing Date) with respect to
any of the
accounts described in clause (ii) above, in connection with the
investment of
funds held in such account in accordance with Section 3.06, exceeds
the
aggregate of all interest and other income realized during the
subject
Collection Period, with respect to any of the accounts described in
clause (i)
above, or during the one-month period ending on the subject
Distribution Date
and beginning immediately following the preceding Distribution Date
(or, in the
case of the initial Distribution Date, beginning on the Closing
Date) with
respect to any of the accounts described in clause (ii) above, in
connection
with the investment of such funds in accordance with Section 3.06.
"Net Mortgage Pass-Through Rate":
(A)
With respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) that accrues (or is
deemed to accrue)
interest on a 30/360 Basis, for any Distribution Date, an annual
rate equal to
the Net Mortgage Rate for such Trust Mortgage Loan in effect as of
the Closing
Date (without regard to any modification, waiver or amendment of
the terms of
such Trust Mortgage Loan subsequent to the Closing Date);
(B)
with respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) that accrues (or is
deemed to accrue)
interest on an Actual/360 Basis, for any Distribution Date, an
annual rate equal
to the product of (1) 12, times (2) a fraction, expressed as a
percentage, 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 calendar month preceding the month in which such
Distribution Date
occurs, multiplied by (b) the Stated Principal Balance of such
Trust Mortgage
Loan (or such successor REO Trust Mortgage Loan) immediately
preceding such
Distribution Date, multiplied by (c) 1/360, multiplied by (d) the
Net Mortgage
Rate for such Trust Mortgage Loan in effect as of the Closing Date
(without
regard to any modification, waiver or amendment of the terms of
such Trust
Mortgage Loan subsequent to the Closing Date), and the denominator
of which
fraction is the Stated Principal Balance of such Trust Mortgage
Loan (or such
successor REO Trust Mortgage Loan) immediately preceding such
Distribution Date;
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(C)
with respect to the portion of the One World Financial Center
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto) that relates to Loan REMIC Regular Interest WFC-I, for any
Distribution
Date, an annual rate equal to the product of (1) 12, times (2) a
fraction,
expressed as a percentage, 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 calendar month
preceding the month
in which such Distribution Date occurs, multiplied by (b) the Loan
REMIC
Principal Balance of Loan REMIC Regular Interest WFC-I immediately
preceding
such Distribution Date, multiplied by (c) 1/360, multiplied by (d)
5.713576% per
annum, and the denominator of which fraction is the Loan REMIC
Principal Balance
of Loan REMIC Regular Interest WFC-I immediately preceding such
Distribution
Date; and
(D)
with respect to the portion of the One World Financial Center
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto) that relates to Loan REMIC Regular Interest WFC-II, for
any
Distribution Date, an annual rate equal to the product of (1)
6.58175970370376%
per annum, times (2) a fraction, expressed as a percentage, the
numerator of
which fraction is the number of days in the calendar month
preceding the month
in which such Distribution Date occurs, and the denominator of
which fraction is
30.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2007, then the amount of interest constituting the
numerator of
the fraction described in each of clause (B)(2) and clause (C)(2)
above will be
decreased to reflect any Interest Reserve Amount with respect to
the subject
Trust Mortgage Loan (or REO Trust Mortgage Loan) or applicable
portion thereof
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, then the amount of interest
constituting
the numerator of the fraction described in each of clause (B)(2)
and clause
(C)(2) above will be increased to reflect any Interest Reserve
Amount(s) with
respect to the subject Trust Mortgage Loan (or REO Trust Mortgage
Loan) or
applicable portion thereof transferred from the Interest Reserve
Account to the
Distribution Account for distribution on such Distribution Date.
For purposes of
clause (C)(2) above, each Interest Reserve Amount with respect to
the One World
Financial Center Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto shall be allocable entirely to the portion of
such Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, that
relates to
Loan REMIC Regular Interest WFC-I.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or any
REO Trust Mortgage Loan, as of any date of determination, a rate
per annum equal
to the related Mortgage Rate minus the sum of (i) the applicable
Master
Servicing Fee Rate, (ii) the Trust Administration Fee Rate and
(iii) in the case
of an Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage
Loan with respect thereto, the applicable Outside Servicing Fee
Rate (adjusted
to an Actual/360 Basis equivalent rate if the Outside Servicing Fee
is
calculated on a 30/360 Basis); and, with respect to any Serviced
Non-Trust
Mortgage Loan or REO Serviced Non-Trust Mortgage Loan, as of any
date of
determination, a per annum rate equal to the related Mortgage Rate
minus any
applicable Master Servicing Fee Rate.
"Net Principal Distribution Amount": With respect to any
Distribution Date, the Principal Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the Class WFC Total Principal
Distribution
Amount for such Distribution Date.
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"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of any Trust Mortgage Loan or REO
Trust Mortgage
Loan by the applicable Master Servicer, the Trustee or any Fiscal
Agent, as the
case may be, that, as determined (in accordance with Section
4.03(c)) by the
applicable Master Servicer, the Special Servicer, the Trustee or
such Fiscal
Agent, as applicable, in accordance with the Servicing Standard, in
the case of
the Master Servicers and the Special Servicer, the standard of care
set forth in
Section 8.01(a), in the case of the Trustee, or in such Fiscal
Agent's
reasonable good faith judgment, in the case of such Fiscal Agent,
will not be
ultimately recoverable (together with any accrued and unpaid
interest thereon at
the Reimbursement Rate) from Late Collections, Insurance Proceeds
or Liquidation
Proceeds, or any other recovery on or in respect of such Trust
Mortgage Loan or
REO Trust Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Serviced Mortgage Loan
or REO
Property by the applicable Master Servicer, the Special Servicer,
the Trustee or
such Fiscal Agent, as the case may be, that, as determined (in
accordance with
Section 3.03(e)) by the applicable Master Servicer, the Special
Servicer, the
Trustee or such Fiscal Agent, as applicable, in accordance with the
Servicing
Standard, in the case of the Master Servicers and the Special
Servicer, the
standard of care set forth in Section 8.01(a), in the case of the
Trustee, or in
such Fiscal Agent's reasonable good faith judgment, in the case of
such Fiscal
Agent, will not be ultimately recoverable (together with any
accrued and unpaid
interest thereon at the Reimbursement Rate) from late collections,
Insurance
Proceeds, Liquidation Proceeds, or any other recovery on or in
respect of such
Serviced Mortgage Loan or REO Property.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class XW, Class A-MFL, Class G, Class
H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class S,
Class Q, Class
WFC, Class Y or Class R Certificate.
"Non-Trust Mortgage Loan": Any mortgage loan that is part of a Loan
Combination but is not included in the Trust Fund. The Non-Trust
Mortgage Loans
consist of the B-Note Non-Trust Mortgage Loans, the Pari Passu
Non-Trust
Mortgage Loans, the Ala Moana Portfolio Non-Trust Mortgage Loans
and the JQH
Hotel Portfolio Non-Trust Mortgage Loan.
"Non-Trust Mortgage Loan Noteholder": Each holder of (i) the
promissory note for a Non-Trust Mortgage Loan and (ii) the
corresponding rights
under the related Co-Lender Agreement.
"Non-Trust Mortgage Loan Securities": Any securities evidencing an
interest in or secured by a Pari Passu Non-Trust Mortgage Loan that
is part of a
Serviced Loan Combination or a pool of mortgage loans that includes
a Pari Passu
Non-Trust Mortgage Loan that is part of a Serviced Loan
Combination.
"Non-United States Securities Person": Any Person other than a
United States Securities Person.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
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"Officer's Certificate": A certificate signed by a Servicing
Officer
of a Master Servicer or the Special Servicer, as the case may be,
or by a
Responsible Officer of the Trustee or the Certificate
Administrator.
"One World Financial Center Available Distribution Amount": With
respect to any Distribution Date, an amount equal to (a) the
portion of the
applicable Available Distribution Amount for such Distribution Date
attributable
to the One World Financial Center Trust Mortgage Loan or any
successor REO Trust
Mortgage Loan with respect thereto (calculated without regard to
any
reimbursement of Nonrecoverable Advances in respect of any Mortgage
Loan or REO
Mortgage Loan, including the One World Financial Center Trust
Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto, and/or
any payment
of Additional Trust Fund Expenses in respect of any Mortgage Loan
or REO
Mortgage Loan, including the One World Financial Center Trust
Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto),
reduced (to not
less than zero) by (b) the sum of (i) all Nonrecoverable Advances
(if any) with
respect to the One World Financial Center Trust Mortgage Loan or
any successor
REO Trust Mortgage Loan with respect thereto reimbursed, and all
Additional
Trust Fund Expenses (if any) related or allocable to the One World
Financial
Center Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect
thereto paid, out of general collections on the other Mortgage
Loans and REO
Properties during the related Collection Period and (ii) the
excess, if any, of
(A) the aggregate of the amounts described in clause (b)(i) of this
definition
for all Collection Periods, if any, prior to the related Collection
Period, over
(B) the aggregate of the amounts described in clause (a) of this
definition for
all Distribution Dates prior to the subject Distribution Date.
"One World Financial Center Change of Control Event": Any event
that
would cause the One World Financial Center Non-Trust Mortgage Loan
Noteholder to
cease to be the "Controlling Holder" under the One World Financial
Center
Co-Lender Agreement.
"One World Financial Center Co-Lender Agreement": The A/B Co-Lender
Agreement related to the One World Financial Center Loan
Combination.
"One World Financial Center Controlling Party": The "Controlling
Holder" under (or, if applicable under the circumstances, any
operating advisor
appointed thereby in accordance with) the One World Financial
Center Co-Lender
Agreement; provided that, for so long as the Trust is such
Controlling Holder
because of the occurrence of a One World Financial Center Change of
Control
Event, its rights of consultation and/or approval contemplated by
Section 6 of
the One World Financial Center Co-Lender Agreement shall be
exercised, during a
Class WFC Control Period, by and through the Class WFC
Representative and,
otherwise, by and through the Controlling Class Representative.
"One World Financial Center Loan Combination": The A/B Loan
Combination secured by a Mortgage encumbering the One World
Financial Center
Mortgaged Property.
"One World Financial Center Major Decision": Any "Major Decision"
under and within the meaning of the One World Financial Center
Co-Lender
Agreement.
"One World Financial Center Material Non-Monetary Event of
Default":
A material non-monetary event of default under the related loan
documents that
results in a Servicing Transfer Event with respect to the One World
Financial
Center Trust Mortgage Loan (which default has not been, and is not
being, cured
by any Holder(s) of Class WFC Certificates exercising the cure
rights in
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accordance with the terms of Section 6.14 of this Agreement or by
the One World
Financial Center Non-Trust Mortgage Loan Noteholder), including,
without
limitation, any event of default relating to the bankruptcy,
insolvency,
liquidation or dissolution of, or appointment of a receiver with
respect to, the
related Mortgagor.
"One World Financial Center Mortgaged Property": The Mortgaged
Property identified on the Mortgage Loan Schedule as One World
Financial Center.
"One World Financial Center Non-Trust Mortgage Loan": The B-Note
Non-Trust Mortgage Loan that is part of the One World Financial
Center Loan
Combination.
"One World Financial Center Non-Trust Mortgage Loan Noteholder":
The
holder (or, collectively, the holders) of the promissory note(s)
evidencing the
One World Financial Center Non-Trust Mortgage Loan.
"One World Financial Center Payment Trigger Event": Either (i) a
failure of the related Mortgagor to make any payment due under the
One World
Financial Center Trust Mortgage Loan or to fund any required
reserve at the
times required under the related loan documents (and such failure
has not been,
and is not being, cured by the Majority Class WFC
Certificateholder(s)
exercising the cure rights in accordance with the terms of Section
6.14 of this
Agreement) or (ii) a One World Financial Center Material
Non-Monetary Event of
Default.
"One World Financial Center Principal Distribution Amount": With
respect to any Distribution Date, an amount equal to the aggregate
of the
amounts comprising the Principal Distribution Amount for such
Distribution Date
pursuant to clauses (a) through (f), inclusive, of the definition
of "Principal
Distribution Amount" that relate to the One World Financial Center
Trust
Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.
"One World Financial Center Special Servicer": The Person
responsible for acting as Special Servicer hereunder with respect
to the One
World Financial Center Loan Combination or any related REO
Property.
"One World Financial Center Trust Mortgage Loan": The Mortgage Loan
identified as loan number 6 on the Mortgage Loan Schedule and
secured by a
Mortgage on the One World Financial Center Mortgaged Property.
"Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, a Master Servicer or
the Special
Servicer) acceptable to and delivered to the Trustee, the
Certificate
Administrator or the applicable Master Servicer, as the case may
be, except that
any opinion of counsel relating to (a) the qualification of any
REMIC Pool as a
REMIC, (b) the qualification of Grantor Trust Y, Grantor Trust
A-MFL or Grantor
Trust ED as a Grantor Trust, (c) compliance with the REMIC
Provisions or the
Grantor Trust Provisions or (d) the resignation of a Master
Servicer or the
Special Servicer pursuant to Section 6.04 must be an opinion of
counsel who is
in fact Independent of the Master Servicers, the Special Servicer
and the
Depositor.
"Option Price": As defined in Section 3.18(c).
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"Original Class Notional Amount": With respect to the Class XC
Certificates, the Original Class XC Notional Amount; with respect
to the Class
XP Certificates, the Original Class XP Notional Amount; with
respect to the
Class WFC-X Certificates, the Original Class WFC-X Notional Amount;
and, with
respect to the Class XW Certificates, the Original Class XW
Notional Amount.
"Original Class Principal Balance": With respect to any Class of
Principal Balance Certificates (other than the Class A-MFL
Certificates) or the
Class A-MFL REMIC II Regular Interest, the initial Class Principal
Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement; and, with respect to the Class A-MFL Certificates, the
initial Class
Principal Balance thereof as of the Closing Date equal to the
Original Class
Principal Balance of the Class A-MFL REMIC II Regular Interest.
"Original Class WFC-X Notional Amount": $40,500,000.
"Original Class XC Notional Amount": $4,157,883,626.
"Original Class XP Notional Amount": $4,082,548,050.
"Original Class XW Notional Amount": $2,441,931,653.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Outside Administered REO Property": Any REO Property relating to
an
Outside Serviced Loan Combination.
"Outside Master Servicer": A master servicer (or, with respect to
the DB AmeriCold Portfolio Loan Combination, the master servicer
and primary
servicer, together) under an Outside Servicing Agreement
responsible for the
servicing of the related Outside Serviced Loan Combination.
"Outside Serviced Loan Combination": The Ala Moana Portfolio Loan
Combination, the DB AmeriCold Portfolio Loan Combination, the Mall
of America
Portfolio Loan Combination or the JQH Hotel Portfolio Loan
Combination, as
applicable.
"Outside Serviced Trust Mortgage Loans": The Ala Moana Portfolio
Trust Mortgage Loan, the DB AmeriCold Portfolio Trust Mortgage
Loan, the Mall of
America Portfolio Trust Mortgage Loan or the JQH Hotel Portfolio
B-Note Trust
Mortgage Loan, as applicable.
"Outside Servicer": An Outside Master Servicer or an Outside
Special
Servicer, as applicable.
"Outside Servicer Default": An "Event of Default" on the part of an
Outside Servicer under the related Outside Servicing Agreement.
"Outside Servicing Agreement": The Ala Moana Portfolio Outside
Servicing Agreement, the DB AmeriCold Portfolio Outside Servicing
Agreement, the
Mall of America Outside Servicing Agreement or the JQH Hotel
Portfolio Outside
Servicing Agreement, as applicable.
"Outside Servicing Fee": With respect to each Outside Serviced
Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, the
monthly fee, comparable to the
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Master Servicing Fee hereunder and calculated at the related
Outside Servicing
Fee Rate, that is payable to the related Outside Master Servicer
(or, if
applicable, to the related Outside Master Servicer and a primary
servicer in the
aggregate).
"Outside Servicing Fee Rate": 0.02% per annum in the case of the
Mall of America Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto; and 0.01% per annum in the case of each other
Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with
respect thereto.
"Outside Special Servicer": A special servicer under an Outside
Servicing Agreement responsible for the special servicing of the
related Outside
Serviced Loan Combination.
"Outside Trustee": A trustee under an Outside Servicing Agreement.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Trust Mortgage Loan or REO Trust
Mortgage
Loan, any advance made by a Master Servicer, the Trustee or any
Fiscal Agent
pursuant to Section 4.03.
"P&I Advance Date": The Business Day immediately preceding each
Distribution Date.
"Pari Passu Loan Combination": As defined in the Preliminary
Statement.
"Pari Passu Non-Trust Mortgage Loan": As defined in the Preliminary
Statement.
"Pass-Through Rate": With respect to:
(i)
the Class A-1 Certificates, for any Distribution
Date,4.9770% per annum;
(ii)
the Class A-2A Certificates, for any Distribution Date,
5.2370% per annum;
(iii)
the Class A-2B Certificates, for any Distribution Date,
5.2050% per annum;
(iv)
the Class A-3 Certificates, for any Distribution Date,
5.2930% per annum;
(v)
the Class A-SB Certificates, for any Distribution Date,
5.2780% per annum;
(vi)
the Class A-4 Certificates, for any Distribution Date,
5.3220% per annum;
(vii)
the Class A-1A Certificates, for any Distribution Date, the
lesser of (A) 5.2890% per annum and (B) the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date;
(viii)
the Class A-MFX Certificates, for any Distribution Date, the
lesser of (A) 5.3660% per annum and (B) the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date;
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(ix)
the Class A-MFL Certificates, (A) for any Distribution Date
with respect to which a Class A-MFL Distribution Conversion does
not
exist, the per annum rate, expressed as a percentage, equal to the
applicable value of LIBOR specified in or calculated in accordance
with
Section 1.03, plus 0.2050% per annum, and (B) for any Distribution
Date
with respect to which a Class A-MFL Distribution Conversion does
exist,
the Pass-Through Rate for the Class A-MFL REMIC II Regular Interest
for
that Distribution Date;
(x)
the Class A-MFL REMIC II Regular Interest, for any
Distribution Date, a per annum rate equal to the lesser of (a)
5.301% and
(B) the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date;
(xi)
the Class A-J Certificates, for any Distribution Date, the
lesser of (A) 5.3980% per annum and (B) the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date;
(xii)
the Class B Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.4470% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xiii)
the Class C Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.4760% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xiv)
the Class D Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.5060% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xv)
the Class E Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.5260% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xvi)
the Class F Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.5550% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xvii)
the Class G Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.6550% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
(xviii) each Class of the Class H, Class J and Class K
Certificates, for any Distribution Date, a per annum rate equal to
the
Weighted Average Net Mortgage Pass-Through Rate for such
Distribution
Date;
(xix)
each Class of the Class L, Class M, Class N, Class O, Class
P, Class Q and Class S Certificates, for any Distribution Date, a
per
annum rate equal to the lesser of (A) 5.0140% and (B) the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date;
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(xx)
the Class WFC-1 Certificates, for any Distribution Date, a
per annum rate equal to the product of (A) 5.693226% per annum,
multiplied
by (B) a fraction, the numerator of which is the number of days in
the
calendar month preceding the calendar month in which such
Distribution
Date occurs, and the denominator of which is 30;
(xxi)
the Class WFC-2 Certificates, for any Distribution Date, a
per annum rate equal to the product of (A) 5.693226% per annum,
multiplied
by (B) a fraction, the numerator of which is the number of days in
the
calendar month preceding the calendar month in which such
Distribution
Date occurs, and the denominator of which is 30;
(xxii)
the Class WFC-3 Certificates, for any Distribution Date, a
per annum rate equal to the product of (A) 5.693226% per annum,
multiplied
by (B) a fraction, the numerator of which is the number of days in
the
calendar month preceding the calendar month in which such
Distribution
Date occurs, and the denominator of which is 30;
(xxiii) the Class WFC-X Certificates, for any Distribution Date,
a per annum rate equal to the product of (A) 0.8681837037% per
annum,
multiplied by (B) a fraction, the numerator of which is the number
of days
in the calendar month preceding the calendar month in which such
Distribution Date occurs, and the denominator of which is 30;
(xxiv)
the Class XC Certificates, for any Distribution Date, a
per annum rate equal to the weighted average of the Class XC Strip
Rates
for the respective Class XC Components for such Distribution Date
(weighted on the basis of the respective Component Notional Amounts
of
such Class XC Components outstanding immediately prior to such
Distribution Date);
(xxv)
the Class XW Certificates, for any Distribution Date, a per
annum rate equal to the weighted average of the Class XW Strip
Rates for
the respective Class XW Components for such Distribution Date
(weighted on
the basis of the respective Component Notional Amounts of such
Class XW
Components outstanding immediately prior to such Distribution
Date); and
(xxvi)
the Class XP Certificates for any Distribution Date, a per
annum rate equal to the weighted average of the Class XP Strip
Rates for
the respective Class XP Components for such Distribution Date
(weighted on
the basis of the respective Component Notional Amounts of such
Class XP
Components outstanding immediately prior to such Distribution
Date);
provided that, for reporting purposes, the Pass-Through Rate with
respect
to the Class XP Certificates for each Distribution Date shall be
calculated in accordance with the Prospectus Supplement.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Interest": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with
respect thereto), any amounts collected thereon, other than late
payment
charges, Additional Interest, Prepayment Premiums or Yield
Maintenance Charges,
that represent penalty interest (arising out of a default) in
excess of interest
on the Stated Principal Balance of such Trust Mortgage Loan or
Serviced
Non-Trust Mortgage Loan (or such successor REO Mortgage Loan)
accrued at the
related Mortgage Rate. Penalty Interest with respect to an Outside
Serviced
Trust Mortgage Loan will be allocated to such Trust Mortgage Loan
as provided in
the related Co-Lender Agreement and the related Outside Servicing
Agreement, and
to the extent not
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inconsistent with the related Co-Lender Agreement and the related
Outside
Servicing Agreement, as provided in this Agreement.
"Percentage Interest": With respect to any Regular Certificate or
Class A-MFL 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 Original Class
Principal Balance or
Original Class Notional Amount, as the case may be, of the relevant
Class. With
respect to a Class R Certificate or Class Y Certificate, the
percentage interest
in distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performing Serviced Trust Mortgage Loan": A Serviced Trust
Mortgage
Loan that is not a Specially Serviced Trust Mortgage Loan.
"Periodic Payment": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan as of any Due Date, the scheduled
payment of
principal and/or interest (exclusive of Additional Interest) on
such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, as the case may
be, including
any Balloon Payment, that is actually payable by the related
Mortgagor from time
to time under the terms of the related Mortgage Note (as such terms
may be
changed or modified in connection with a bankruptcy or similar
proceeding
involving the related Mortgagor or by reason of a modification,
waiver or
amendment granted or agreed to by the Special Servicer pursuant to
Section
3.20).
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
or managed by
the Certificate Administrator, if otherwise qualifying hereunder):
(i)
direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or
any
agency or instrumentality thereof (having original maturities of
not more
than 365 days); provided such obligations are backed by the full
faith and
credit of the United States. Such obligations must be limited to
those
instruments that have a predetermined fixed dollar amount of
principal due
at maturity that cannot vary or change or be liquidated prior to
maturity;
and provided, further, that such obligations may not have a rating
from
S&P with an "r" highlighter. If such interest is variable,
interest must
be tied to a single interest rate index plus a single fixed spread
(if
any), and move proportionately with that index;
(ii)
repurchase obligations with respect to any security
described in clause (i) above (having original maturities of not
more than
365 days); provided that the short-term deposit or debt
obligations, of
the party agreeing to repurchase such obligations are rated in the
highest
applicable rating categories of each of Fitch, Moody's and S&P
or such
lower rating (not less than one of the four highest applicable
rating
categories) as will not result in qualification, downgrading or
withdrawal
of the ratings then assigned to the Certificates or any Non-Trust
Mortgage
Loan Securities, as evidenced in writing by such rating agencies;
and
provided, further, that such obligations may not have a rating from
S&P
with an "r" highlighter. In addition, its terms must have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary
or
change. Interest may either be fixed or variable. If such interest
is
variable,
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interest must be tied to a single interest rate index plus a single
fixed
spread (if any), and move proportionately with that index;
(iii)
certificates of deposit, time deposits, demand deposits and
bankers' acceptances of any bank or trust company organized under
the laws
of the United States or any state thereof (having original
maturities of
not more than 365 days), the short term obligations of which are
rated in
the highest applicable rating categories of each of Fitch, Moody's
and S&P
or such lower rating (not less than one of the four highest
applicable
rating categories) as will not result in qualification, downgrading
or
withdrawal of the ratings then assigned to the Certificates or any
Non-Trust Mortgage Loan Securities, as evidenced in writing by such
rating
agencies; provided that such obligations may not have a rating from
S&P
with an "r" highlighter. In addition, its terms must have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary
or
change. Interest may either be fixed or variable. If such interest
is
variable, interest must be tied to a single interest rate index
plus a
single fixed spread (if any), and move proportionately with that
index;
(iv)
commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof (or if not so incorporated, the
commercial paper is United States Dollar denominated and amounts
payable
thereunder are not subject to any withholding imposed by any
non-United
States jurisdiction) which is rated in the highest applicable
rating
category of each of Fitch, Moody's and S&P or such lower rating
(not less
than one of the four highest applicable rating categories) as will
not
result in qualification, downgrading or withdrawal of the ratings
then
assigned to the Certificates or any Non-Trust Mortgage Loan
Securities, as
evidenced in writing by such rating agencies; provided that such
obligations may not have a rating from S&P with an "r"
highlighter. The
commercial paper by its terms must have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary or change. In
addition, its terms must have a predetermined fixed dollar amount
of
principal due at maturity that cannot vary or change. Interest may
either
be fixed or variable. If such interest is variable, interest must
be tied
to a single interest rate index plus a single fixed spread (if
any), and
move proportionately with that index;
(v)
units of money market funds that maintain a constant asset
value and which are rated in the highest applicable rating category
by
each of Fitch and Moody's and rated "AAAm" or "AAAm-G" by S&P
(or such
lower rating (not less than one of the four highest applicable
rating
categories) as will not result in qualification, downgrading or
withdrawal
of the ratings then assigned to the Certificates or any Non-Trust
Mortgage
Loan Securities, as evidenced in writing by such rating agencies)
and
which seeks to maintain a constant net asset value. In addition,
its terms
must have a predetermined fixed dollar amount of principal due at
maturity
that cannot vary or change; and
(vi)
any other obligation or security that constitutes a "cash
flow investment" within the meaning of Section 860G(a)(6) of the
Code and
is acceptable to each of Fitch, Moody's and S&P, evidence of
which
acceptability shall be provided in writing by each such rating
agency to
the Master Servicers, the Special Servicer, the Certificate
Administrator
and the Trustee; provided, however, in no event shall such other
obligation or security be rated less than "AA/F-1" by Fitch,
"Aa3/P+" by
Moody's or "AA/A-1" by S&P;
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provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; and (2) no investment described hereunder
may be
purchased at a price greater than par if such investment may be
prepaid or
called at a price less than its purchase price prior to stated
maturity; and
provided, further, that no rating confirmation need be obtained
with respect to
any Non-Trust Mortgage Loan Securities in connection with
establishing whether
any investment is a Permitted Investment unless such investment
involves funds
related to a Non-Trust Mortgage Loan (or any successor REO Serviced
Non-Trust
Mortgage Loan) that backs such Non-Trust Mortgage Loan Securities.
"Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Plan, a Non-United States
Tax Person
or a United States Tax Person with respect to whom income on the
Class R
Certificate is allocable to a foreign permanent establishment or
fixed base,
within the meaning of an applicable income tax treaty, of such
Person or any
other United States Tax Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Plurality Class R Certificateholder": As to any taxable year of
any
REMIC Pool, the Holder of Certificates holding the largest
Percentage Interest
of the Class R Certificates.
"PNC": PNC Bank, National Association or its successor in interest.
"PNC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of March 14, 2007, between the
Depositor and PNC
and relating to the transfer of certain Trust Mortgage Loans by PNC
to the
Depositor.
"PNC Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the PNC
Mortgage Loan
Purchase Agreement and each Qualified Substitute Mortgage Loan
delivered in
replacement thereof in accordance with this Agreement and the PNC
Mortgage Loan
Purchase Agreement.
"Pool REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled
substantially as follows: "[NAME OF SPECIAL SERVICER], as Special
Servicer for
[NAME OF TRUSTEE], as Trustee, on behalf of and in trust for the
registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage
Pass-Through Certificates, Series CD 2007-CD4."
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on
the
Certificates for federal income tax purposes, 0% CPR (within the
meaning of the
Prospectus), except that it is assumed that each ARD Trust Mortgage
Loan is
repaid on its Anticipated Repayment Date.
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"Prepayment Interest Excess": With respect to any Serviced Mortgage
Loan (other than a Type II Late Payment Date Trust Mortgage Loan)
that was
subject to a Principal Prepayment in full or in part during any
Collection
Period, which Principal Prepayment was applied to such Serviced
Mortgage Loan
following such Serviced Mortgage Loan's Due Date in such Collection
Period, the
amount of interest (net of the related Master Servicing Fee and, if
applicable,
any related Penalty Interest and Additional Interest) accrued on
the amount of
such Principal Prepayment during the period from and after such Due
Date and
ending on the date such Principal Prepayment was applied to such
Serviced
Mortgage Loan, to the extent collected (exclusive of any related
Prepayment
Premium or Yield Maintenance Charge actually collected).
"Prepayment Interest Shortfall": With respect to: (a) any Serviced
Mortgage Loan (other than a Type II Late Payment Date Trust
Mortgage Loan) that
was subject to a Principal Prepayment in full or in part during any
Collection
Period, which Principal Prepayment was applied to such Serviced
Mortgage Loan
prior to such Serviced Mortgage Loan's Due Date in such Collection
Period, the
amount of interest, to the extent not collected from the related
Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance
Charge actually
collected), that would have accrued on the amount of such Principal
Prepayment
during the period commencing on the date as of which such Principal
Prepayment
was applied to such Serviced Mortgage Loan and ending on the day
immediately
preceding such Due Date, inclusive (exclusive, however, of (i) any
related
Master Servicing Fees that would have been payable out of the
uncollected
interest and (ii) any portion of the uncollected interest that
would have
constituted Penalty Interest and/or Additional Interest); (b) any
Type II Late
Payment Date Trust Mortgage Loan that was subject to a Principal
Prepayment in
full or in part during any Collection Period, the amount of
interest, to the
extent not collected from the related Mortgagor (without regard to
any
Prepayment Premium or Yield Maintenance Charge actually collected),
that would
have accrued on the amount of such Principal Prepayment during the
period
commencing on the date as of which such Principal Prepayment was
applied to such
Trust Mortgage Loan and ending on the day immediately preceding the
related Due
Date in the next Collection Period, inclusive (exclusive, however,
of (i) any
related Master Servicing Fees that would have been payable out of
the
uncollected interest and (ii) any portion of the uncollected
interest that would
have constituted Penalty Interest and/or Additional Interest); and
(c) any
Outside Serviced Trust Mortgage Loan, if it was subject to a
Principal
Prepayment in full or in part made prior to its Due Date during any
Underlying
Collection Period, the amount of interest, to the extent not
collected from the
related Mortgagor or otherwise (without regard to any Prepayment
Premium or
Yield Maintenance Charge that may have been collected), that would
have accrued
at a rate per annum equal to the related Mortgage Rate (reduced by
the related
Outside Servicing Fee Rate) on the amount of such Principal
Prepayment during
the period from the date to which interest was paid by the related
Mortgagor to,
but not including, such Due Date (exclusive of any related Master
Servicing Fees
that would have been payable out of such uncollected interest).
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires,
by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": With respect to any Crossed Loan, that
portion
of the Mortgaged Property designated as directly securing such
Crossed Loan and
excluding any Mortgaged Property as to which the related lien may
only be
foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
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"Prime Rate": 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 Master
Servicer No. 1 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
Master Servicer No. 1 shall select a comparable interest rate
index. In either
case, such selection shall be made by Master Servicer No. 1 in its
sole
discretion and Master Servicer No. 1 shall notify the Trustee, the
Certificate
Administrator, Master Servicer No. 2, Master Servicer No. 3 and the
Special
Servicer in writing of its selection.
"Principal Balance Certificate": Any Class A-1, Class A-2A, Class
A-2B, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-MFX,
Class A-MFL,
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, Class
WFC-1, Class WFC-2 and Class WFC-3 Certificate.
"Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to:
(a)
the aggregate of the principal portions of all Periodic
Payments (other than Balloon Payments) and any Assumed Periodic
Payments
due or deemed due in respect of the Trust Mortgage Loans for their
respective Due Dates occurring during the related Collection Period
(or,
in the case of a Type II Late Payment Date Reserve Mortgage Loan or
any
successor REO Trust Mortgage Loan with respect thereto, during the
calendar month in which such Distribution Date occurs), to the
extent
Received by the Trust during the related Collection Period or
advanced by
a Master Servicer, the Trustee or any Fiscal Agent, as applicable,
for
such Distribution Date; plus
(b)
the aggregate of all Principal Prepayments Received by the
Trust on the Trust Mortgage Loans during the related Collection
Period;
plus
(c)
with respect to any Trust Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the
related
Collection Period, any payment of principal (other than a Principal
Prepayment) made by or on behalf of the related Mortgagor (and
Received by
the Trust during the related Collection Period), including any
Balloon
Payment, net of any portion of such payment that represents a
recovery of
the principal portion of any Periodic Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Periodic
Payment
deemed due, in respect of such Trust Mortgage Loan on a Due Date
during or
prior to the related Collection Period and included as part of the
Principal Distribution Amount for such Distribution Date or any
prior
Distribution Date pursuant to clause (a) above; plus
(d)
the aggregate of the principal portion of all Liquidation
Proceeds, Insurance Proceeds and, to the extent not otherwise
included in
clause (a), (b) or (c) above, payments that were Received by the
Trust on
the Trust Mortgage Loans during the related Collection Period and
that
were identified and applied by a Master Servicer and/or the Special
Servicer as recoveries of principal of such Trust Mortgage Loans,
in each
case net of any portion of such amounts that represents a recovery
of the
principal portion of any Periodic Payment (other than a Balloon
Payment)
due, or of the principal portion of any Assumed Periodic Payment
deemed
due, in respect of the related Trust Mortgage Loan on a Due Date
during or
prior to the related
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Collection Period and included as part of the Principal
Distribution
Amount for such Distribution Date or any prior Distribution Date
pursuant
to clause (a) above; plus
(e)
with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Periodic Payments deemed due in
respect
of the related REO Trust Mortgage Loans for their respective Due
Dates
occurring during the related Collection Period to the extent
Received by
the Trust (in the form of REO Revenues or otherwise) during the
related
Collection Period or advanced with respect to such Distribution
Date; plus
(f)
with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
Received by the Trust during the related Collection Period on such
REO
Properties and that were identified and applied by a Master
Servicer
and/or the Special Servicer as recoveries of principal of the
related REO
Trust Mortgage Loans, in each case net of any portion of such
amounts that
represents a recovery of the principal portion of any Periodic
Payment
(other than a Balloon Payment) due, or of the principal portion of
any
Assumed Per 
