EXHIBIT 99.1
Pooling and Servicing Agreement, dated as of March 1, 2007,
by and among Wachovia Commercial Mortgage Securities, Inc.,
as depositor, Wachovia Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special servicer
and Wells Fargo Bank, N.A., as trustee, relating to the
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates Series 2007-C30
See attached
<PAGE>
================================================================================
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer
and
CWCAPITAL ASSET MANAGEMENT LLC
Special Servicer
and
WELLS FARGO BANK, N.A.
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
------------------------------
$7,903,498,737
Commercial Mortgage Pass-Through Certificates
Series 2007-C30
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance of the Trust Fund by Trustee......................
Section 2.03 Mortgage
Loan Seller's Repurchase or Substitution of
Mortgage Loans for Document Defects and Breaches of
Representations and Warranties..............................
Section 2.04
Representations and Warranties of Depositor..................
Section 2.05
Conveyance of Mortgage Loans; Acceptance of REMIC I and
Additional Interest Grantor Trusts by Trustee...............
Section 2.06 Issuance
of the REMIC I Regular Interests; Execution,
Authentication and Delivery of Class R-I Certificates.......
Section 2.07
Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee.........................................
Section 2.08
Execution, Authentication and Delivery of REMIC II
Certificates and Class A-MFL Regular Interest...............
Section 2.09
Execution, Authentication and Delivery of Class A-MFL
Certificates................................................
Section 2.10
Execution, Authentication and Delivery of Class Z
Certificates................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01
Administration of the Mortgage Loans.........................
Section 3.02
Collection of Mortgage Loan Payments.........................
Section 3.03
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts........................
Section 3.04
Certificate Account, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest
Account, Distribution Account and Companion Distribution
Account and Floating Rate Account...........................
Section 3.05 Permitted
Withdrawals from the Certificate Account,
Distribution Account, Interest Reserve Account,
Additional Interest Account, Gain-on-Sale Reserve
Account, Companion Distribution Account, Floating Rate
Account and Interest Shortfall Account......................
Section 3.06
Investment of Funds in the Servicing Accounts, Reserve
Accounts, Certificate Account, Floating Rate Account,
Interest Reserve Account, Distribution Account,
Companion Distribution Account, Additional Interest
Account, Gain-on-Sale Reserve Account, REO Account and
Interest Shortfall Account..................................
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08
Enforcement of Alienation Clauses............................
Section 3.09
Realization Upon Defaulted Mortgage Loans; Required
Appraisals..................................................
Section 3.10 Trustee
and Custodian to Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Property
Inspections; Collection of Financial Statements;
Delivery of Certain Reports.................................
Section 3.13 Annual
Reports on Assessment of Compliance with Servicing
Criteria
and Annual Statement as to Compliance..............
Section 3.14
Attestation by Independent Public Accountants................
Section 3.15 Access to
Certain Information................................
Section 3.16 Title to
REO Property; REO Account...........................
Section 3.17
Management of REO Property...................................
Section 3.18
Resolution of Defaulted Mortgage Loans and REO Properties....
Section 3.19
Additional Obligations of Master Servicer and Special
Servicer....................................................
Section 3.20
Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer
of Servicing Between Master Servicer and Special
Servicer; Record Keeping....................................
Section 3.22
Sub-Servicing Agreements.....................................
Section 3.23
Representations and Warranties of Master Servicer and
Special Servicer............................................
Section 3.24
Sub-Servicing Agreement Representation and Warranty..........
Section 3.25
Designation of Controlling Class Representative..............
Section 3.26 Companion
Paying Agent.......................................
Section 3.27 Companion
Register...........................................
Section 3.28 Future
Debt Secured by Interests in Related Mortgagors.......
Section 3.29 Certain
Matters Relating to the Future Securitization of
the Pari Passu Companion Loans..............................
Section 3.30 Swap
Contract................................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I
Advances.................................................
Section 4.04
Allocation of Realized Losses and Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest;
Allocation of Appraisal Reduction Amounts...................
Section 4.05
Calculations.................................................
Section 4.06 Use of
Agents................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Registration, Transfer and Exchange of Certificates..........
Section 5.03
Book-Entry Certificates......................................
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons
Deemed Owners........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE
Section 6.01 Liability
of Depositor, Master Servicer and Special
Servicer....................................................
Section 6.02 Merger,
Consolidation or Conversion of Depositor or
Master Servicer or Special Servicer.........................
Section 6.03
Limitation on Liability of Depositor, Master Servicer and
Special Servicer............................................
Section 6.04
Resignation of Master Servicer and the Special Servicer......
Section 6.05 Rights of
Depositor and Trustee in Respect of Master
Servicer and the Special Servicer...........................
Section 6.06
Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee......................................
Section 6.07
Depositor, Special Servicer and Trustee to Cooperate with
Master Servicer.............................................
Section 6.08
Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer............................................
Section 6.09
Designation of Special Servicer by the Controlling Class
and Controlling Holders.....................................
Section 6.10 Master
Servicer or Special Servicer as Owner of a
Certificate.................................................
Section 6.11 The
Controlling Class Representative.........................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders and Companion Holders.....
Section 7.04 Waiver of
Events of Default..................................
Section 7.05
Additional Remedies of Trustee Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain
Matters Affecting Trustee............................
Section 8.03 Trustee
Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans..............................
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Fees and
Expenses of Trustee; Indemnification of Trustee.....
Section 8.06
Eligibility Requirements for Trustee.........................
Section 8.07
Resignation and Removal of Trustee...........................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or
Consolidation of Trustee...........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11
Appointment of Custodians....................................
Section 8.12
Appointment of Authenticating Agents.........................
Section 8.13 Access to
Certain Information................................
Section 8.14
Appointment of REMIC Administrators..........................
Section 8.15
Representations and Warranties of Trustee....................
Section 8.16
Appointment of the Paying Agent..............................
Section 8.17 Reports
to the Securities and Exchange Commission;
Available Information.......................................
Section 8.18
Maintenance of Mortgage File.................................
ARTICLE IX
TERMINATION
Section 9.01
Termination Upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02
Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Administration of the Additional Interest Grantor
Trust......
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders...................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Grant of a Security
Interest.................................
Section 11.08 Streit
Act...................................................
Section 11.09 Successors and Assigns;
Beneficiaries........................
Section 11.10 Article and Section
Headings.................................
Section 11.11 Notices to Rating
Agencies...................................
Section 11.12 Complete
Agreement...........................................
<PAGE>
EXHIBITS
Exhibit Description
Exhibit No.
Section Reference
-------------------
-----------
-----------------
Form of Class A-1 Certificate
A-1
Section 1.01 Definition of
"Class A-1 Certificate"
Form of Class A-2 Certificate
A-2
Section 1.01 Definition of
"Class A-2 Certificate"
Form of Class A-3 Certificate
A-3
Section 1.01 Definition of
"Class A-3 Certificate"
Form of Class A-4 Certificate
A-4
Section 1.01 Definition of
"Class A-4 Certificate"
Form of Class A-PB Certificate
A-5
Section 1.01 Definition of
"Class A-PB Certificate"
Form of Class A-5 Certificate
A-6
Section 1.01 Definition of
"Class A-5 Certificate"
Form of Class A-1A Certificate
A-7
Section 1.01 Definition of
"Class A-1A Certificate"
Form of Class A-MFL Certificate
A-8
Section 1.01 Definition of
"Class A-MFL Certificate"
Form of Class X-P Certificate
A-9
Section 1.01 Definition of
"Class X-P Certificate"
Form of Class X-C Certificate
A-10
Section 1.01 Definition of
"Class X-C Certificate"
Form of Class X-W Certificate
A-11
Section 1.01 Definition of
"Class X-W Certificate"
Form of Class A-M Certificate
A-12
Section 1.01 Definition of
"Class A-M Certificate"
Form of Class A-J Certificate
A-13
Section 1.01 Definition of
"Class A-J Certificate"
Form of Class B Certificate
A-14
Section 1.01 Definition of
"Class B Certificate"
Form of Class C Certificate
A-15
Section 1.01 Definition of
"Class C Certificate"
Form of Class D Certificate
A-16
Section 1.01 Definition of
"Class D Certificate"
Form of Class E Certificate
A-17
Section 1.01 Definition of
"Class E Certificate"
Form of Class F Certificate
A-18
Section 1.01 Definition of
"Class F Certificate"
Form of Class G Certificate
A-19
Section 1.01 Definition of
"Class G Certificate"
Form of Class H Certificate
A-20
Section 1.01 Definition of
"Class H Certificate"
Form of Class J Certificate
A-21
Section 1.01 Definition of
"Class J Certificate"
Form of Class K Certificate
A-22
Section 1.01 Definition of
"Class K Certificate"
Form of Class L Certificate
A-23
Section 1.01 Definition of
"Class L Certificate"
Form of Class M Certificate
A-24
Section 1.01 Definition of
"Class M Certificate"
Form of Class N Certificate
A-25
Section 1.01 Definition of
"Class N Certificate"
Form of Class O Certificate
A-26
Section 1.01
Definition of
"Class O Certificate"
Form of Class P Certificate
A-27
Section 1.01 Definition of
"Class P Certificate"
Form of Class Q Certificate
A-28
Section 1.01 Definition of
"Class Q Certificate"
Form of Class S Certificate
A-29
Section 1.01 Definition of
"Class S Certificate"
Form of Class R-I Certificate
A-30
Section 1.01 Definition of
"Class R-I Certificate"
Form of Class R-II Certificate
A-31
Section 1.01 Definition of
"Class R-II Certificate"
Form of Class Z Certificate
A-32
Section 1.01 Definition of
"Class Z Certificate"
Mortgage Loan Schedule
B Section
1.01 Definition of
"Mortgage Loan Schedule"
Schedule of Exceptions to
C-1
Section 2.02(a)
Mortgage File
Delivery
Form of Custodial Certification
C-2
Section 2.02(b)
Form of Master Servicer Request
D-1
Section 1.01 Definition of
for Release
"Request for Release";
Section 2.03(b);
Section 3.10(a); and
Section 3.10(b)
Form of Special Servicer Request D-2
Section 1.01 Definition of
for Release
"Request for Release";
Section 3.10(b)
Calculation of NOI/Debt Service
E Section
1.01 Definition of "Net
Coverage Ratios
Operating Income"
Form of Transferor Certificate
F-1
Section 5.02(b)
Form of Transferee Certificate
F-2
Section 5.02(b)
for QIBs
Form of Transferee Certificate
F-3
Section 5.02(b)
for Non-QIBs
Form of Transferee Certificate
F-4
Section 5.02(b)
for Transfers Pursuant
to
Regulation S
Form of Transferee Certificate
F-5
Section 1.01 Definition of
for Exchange or
Transfer From
"Exchange Certificate";
Domestic Global
Certificate to
Section 5.02(b)
Regulation S Global
Certificate
During the Restricted
Period
Form of Transferee Certificate
F-6
Section 1.01 Definition of
for Exchange or
Transfer From
"Exchange Certificate";
Domestic Global
Certificate to
Section 5.02(b)
Regulation S Global
Certificate
After the Restricted
Period
Form of Transferee Certificate
G Section
5.02(c)
Form of Transfer Affidavit and
H-1
Section 5.02(d)(i)(B)
Agreement Pursuant
to
Section
5.02(d)(i)(B)
Form of Transferor Certificate
H-2
Section 5.02(d)(i)(D)
Pursuant to
Section
5.02(d)(i)(D)
Form of Notice and Acknowledgment I-1
Section 6.09
Form of Acknowledgment of
I-2
Section 6.09
Proposed Special
Servicer
List of Earnout and Holdback
J Section
3.20(j)
Mortgage Loans
Form of Certificateholder
K-1
Section 1.01 Definition of
Confirmation
Certificate
"Privileged Person";
Request by Beneficial
Holder
Section 3.15(a)
Form of Prospective Purchaser
K-2
Section 1.01 Definition of
Certificate
"Privileged Person";
Section 3.15(a)
Initial Companion Holders
L Section
3.27
Form of Purchase Option Notice
M Section
3.18(e)
Form of Defeasance Certificate
N Section
3.20(h)
Form of Depositor Certification
O Section
8.17(k)(v);
Section 8.17(n)
Form of Trustee Certification
P Section
8.17(n)
Form of Master Servicer
Q-1
Section 8.17(n)
Certification
Form of Special Servicer
Q-2
Section 8.17(n)
Certification
Class A-PB Planned Principal
R Section 1.01
Definition of
Balance Schedule
"Class A-PB Planned Principal
Balance"
Relevant Servicing Criteria
S Section
1.01 Definition of
"Relevant Servicing Criteria";
Section 3.13(a)
Class X-P Reference Rate Schedule T
Section
1.01 Definition of
"Class X-P Reference Rate
Schedule"
Additional Form 10-D Disclosure
U Section
8.17(i)
Additional Disclosure Notification V
Section
1.01 Definition of
"Additional
Disclosure
Notification"; Section 8.17(i);
Section 8.17(j); 8.17(k)
Additional Form 10-K Disclosure
W Section
8.17(k)
Form 8-K Disclosure Information
X Section
8.17(j)
Sub-Servicer List
Y Section
3.13(b); Section 3.14;
Section 7.01(a)(xi)
Tenants-in-Common Transfer
Z Section
1.01 Definition of
Compliance
"Tenants-In-Common Loan";
Section 3.08(a)(ii)
Officer's Certificate of Master
AA Section
3.08(a)(ii)
Servicer re:
Tenants-in-Common
Approvals
<PAGE>
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of March 1, 2007, among WACHOVIA COMMERCIAL MORTGAGE
SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer,
CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer, and WELLS
FARGO BANK, N.A.,
as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through
certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes
(each, a "Class"), which in the aggregate will evidence the entire
beneficial
ownership interest in a trust fund (the "Trust Fund") to be created
hereunder,
the primary assets of which will be the Mortgage Loans.
REMIC I
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the Mortgage Loans (exclusive
of that
portion of the interest payments thereon that constitutes
Additional Interest)
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-I Certificates will represent
the sole class
of "residual interests" in REMIC I for purposes of the REMIC
Provisions under
federal income tax law.
REMIC II
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all 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-II Certificates will evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions under
federal income tax law. For federal income tax purposes, each Class
of Regular
Certificates and the Class A-MFL Regular Interest will be
designated as a
separate "regular interest" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law.
The following table sets forth the Class or Component
designation,
the original REMIC I Principal Balance for each corresponding REMIC
I Regular
Interest (each, a "Corresponding REMIC I Regular Interest"), the
Corresponding
Components of the Class X Certificates (the "Corresponding
Components") and the
Original Class Principal Balance for each Class of Sequential Pay
Certificates
(the "Corresponding Certificates").
<PAGE>
<TABLE>
<CAPTION>
Corresponding
Corresponding
Original
REMIC I
Original
Components of
Class
Regular
REMIC I
REMIC I
Class X
Corresponding Principal
Interests
Principal
Pass-Through
Certificates
Certificates
Balance
(1)
Balance
Rate
(1)
-------------
--------------
-------------
--------------
-----------------
-------------
<S>
<C>
<C>
<C>
<C>
<C>
Class A-1
$35,195,000 LA-1-1
$16,393,000
(2)
X-A-1-1
LA-1-2
$2,107,000
(2)
X-A-1-2
LA-1-3
$16,695,000
(2)
X-A-1-3
Class A-2
$100,000,000 LA-2-1
$78,230,000
(2)
X-A-2-1
LA-2-2
$21,770,000
(2)
X-A-2-2
Class A-3
$908,744,000
LA-3-1
$88,503,000
(2)
X-A-3-1
LA-3-2
$108,055,000
(2)
X-A-3-2
LA-3-3
$118,414,000
(2)
X-A-3-3
LA-3-4
$102,768,000
(2)
X-A-3-4
LA-3-5
$99,385,000
(2)
X-A-3-5
LA-3-6
$139,021,000
(2)
X-A-3-6
LA-3-7
$252,598,000
(2)
X-A-3-7
Class A-4
$195,542,000 LA-4
$195,542,000
(2)
X-A-4
Class A-PB
$126,906,000
LA-PB
$126,906,000
(2)
X-A-PB
Class A-5
$1,876,383,000 LA-5-1
$250,856,000
(2)
X-A-5-1
LA-5-2
$80,059,000
(2)
X-A-5-2
LA-5-3
$77,209,000
(2)
X-A-5-3
LA-5-4
$79,694,000
(2)
X-A-5-4
LA-5-5
$204,085,000
(2)
X-A-5-5
LA-5-6
$1,184,480,000
(2)
X-A-5-6
Class A-1A
$2,289,679,000 LA-1A-1
$178,000
(2)
X-A-1A-1
LA-1A-2
$216,000
(2)
X-A-1A-2
LA-1A-3
$38,099,000
(2)
X-A-1A-3
LA-1A-4
$44,386,000
(2)
X-A-1A-4
LA-1A-5
$43,093,000
(2)
X-A-1A-5
LA-1A-6
$49,287,000
(2)
X-A-1A-6
LA-1A-7
$40,836,000
(2)
X-A-1A-7
LA-1A-8
$69,578,000
(2)
X-A-1A-8
LA-1A-9
$38,346,000
(2)
X-A-1A-9
LA-1A-10
$127,180,000
(2)
X-A-1A-10
LA-1A-11
$33,822,000
(2)
X-A-1A-11
LA-1A-12
$32,761,000
(2)
X-A-1A-12
LA-1A-13
$31,820,000
(2)
X-A-1A-13
LA-1A-14
$30,858,000
(2)
X-A-1A-14
LA-1A-15
$1,709,219,000
(2)
X-A-1A-15
Class A-M
$540,349,000 LA-M
$540,349,000
(2)
X-A-M
Class A-MFL
$250,000,000 LA-MFL
$250,000,000
(2)(3)
X-A-MFL
Class A-J
$671,798,000 LA-J
$671,798,000
(2)
X-A-J
Class B
$49,397,000
LB
$49,397,000
(2)
X-B
Class C
$79,035,000 LC-1
$25,006,000
(2)
X-C-1
LC-2
$54,029,000
(2)
X-C-2
Class D
$69,155,000 LD-1
$43,369,000
(2)
X-D-1
LD-2
$25,786,000
(2)
X-D-2
Class E
$59,277,000 LE-1
$50,141,000
(2)
X-E-1
LE-2
$9,136,000
(2)
X-E-2
Class F
$69,155,000 LF-1
$9,002,000
(2)
X-F-1
LF-2
$19,203,000
(2)
X-F-2
LF-3
$40,950,000
(2)
X-F-3
Class G
$98,794,000 LG-1
$41,200,000
(2)
X-G-1
LG-2
$57,594,000
(2)
X-G-2
Class H
$79,035,000 LH-1
$50,418,000
(2)
X-H-1
LH-2
$28,617,000
(2)
X-H-2
Class J
$88,914,000 LJ-1
$67,093,000
(2)
X-J-1
LJ-2
$21,821,000
(2)
X-J-2
Class K
$79,035,000 LK-1
$71,529,000
(2)
X-K-1
LK-2
$7,506,000
(2)
X-K-2
Class L
$39,518,000
LL
$39,518,000
(2)
X-L
Class M
$19,759,000
LM
$19,759,000
(2)
X-M
Class N
$29,638,000
LN
$29,638,000
(2)
X-N
Class O
$19,758,000
LO
$19,758,000
(2)
X-O
Class P
$9,880,000
LP
$9,880,000
(2)
X-P
Class Q
$19,759,000
LQ
$19,759,000
(2)
X-Q
Class S
$98,793,737
LS
$98,793,737
(2)
X-S
</TABLE>
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(1) The REMIC I
Regular Interests and the Components of the Class X
Certificates
that correspond to any particular Class of Sequential Pay
Certificates also correspond to each other and, accordingly,
constitute
the
Corresponding REMIC I Regular Interests and the Corresponding
Components
(if any), respectively, with respect to each other.
(2) The Weighted
Average Net Mortgage Rate.
(3) REMIC I
Regular Interest LA-MFL does not correspond to any Class of
Certificates, but rather corresponds to the Class A-MFL Regular
Interest.
The pass
through rate applicable to the Class A-MFL Certificates on each
distribution date will be a per annum rate equal to LIBOR plus
0.20%.
Subject to
the provisions of this Agreement and the Swap Contract, the
pass-through rate applicable to the Class A-MFL Certificates may
convert
to a fixed
rate equal to 5.313% per annum.
The portion of the Trust Fund consisting of the Additional
Interest
and amounts held from time to time in the Additional Interest
Account that
represent Additional Interest shall be treated as a grantor trust
(the
"Additional Interest Grantor Trust") for federal income tax
purposes. The Class
Z Certificates represent undivided beneficial interests in the
Additional
Interest Grantor Trust. The Class A-MFL Regular Interest, the Swap
Contract, the
Floating Rate Account and the proceeds thereof shall be treated as
another
grantor trust (the "A-MFL Grantor Trust") for federal income tax
purposes. The
Class A-MFL Certificates represent an undivided beneficial interest
in the Class
A-MFL Grantor Trust. As provided herein, the Trustee shall take all
actions
necessary to ensure that the portions of the Trust Fund consisting
of the
Grantor Trusts maintain their respective status as a "grantor
trust" under
federal income tax law and not be treated as part of either REMIC I
or REMIC II.
Each of the mortgage loans referred to in this Agreement as the
Peter Cooper Village & Stuyvesant Town Pari Passu Companion
Loans, the Peter
Cooper Village & Stuyvesant Town Future Pari Passu Companion
Loan, if advanced,
the Five Times Square Pari Passu Companion Loans and the Five Times
Square
Subordinate Companion Loan, the State Street Financial Center Pari
Passu
Companion Loan, the 485 Lexington Avenue Pari Passu A-3 Companion
Loan, the One
Congress Street Subordinate Companion Loan, the PNC Corporate Plaza
Subordinate
Companion Loan, the Spring Mill Corporate Center Subordinate
Companion Loan, the
Sealy Pool B Subordinate Companion Loan, the Eastland Center
Subordinate
Companion Loan, The Morgan Apartments Subordinate Companion Loan,
the Tyco
International Building Subordinate Companion Loan, the Time Warner
Building
Subordinate Companion Loan, the Environmental Technologies
Subordinate Companion
Loan, the Gateway Executive Center Subordinate Companion Loan, the
Sandy Retail
Center Subordinate Companion Loan and the Virginia Village
Apartments
Subordinate Companion Loan, (each, a "Companion Loan" and,
collectively, the
"Companion Loans") are not and will not be part of the Trust Fund
but are
secured by corresponding Mortgages that secure certain related
Mortgage Loans
that are identified on the Mortgage Loan Schedule as the Peter
Cooper Village &
Stuyvesant Town Loan (loan number 1), the Five Times Square Loan
(loan number 2)
(with respect to each of the Five Times Square Pari Passu Companion
Loans #1 and
#2 and the Five Times Square Subordinate Companion Loan), the State
Street
Financial Center Loan (loan number 4), the 485 Lexington Avenue
Loan (loan
number 5), the One Congress Street Loan (loan number 7), the PNC
Corporate Plaza
Loan (loan number 14), the Spring Mill Corporate Center Loan (loan
number 18),
the Sealy Pool B Loan (loan number 29), the Eastland Center Loan
(loan number
33), The Morgan Apartments Loan, (loan number 43), the Tyco
International
Building Loan (loan number 45), the Time Warner Building Loan (loan
number 80),
the Environmental Technologies Loan, (loan number 85), the Gateway
Executive
Center Loan (loan number 159), the Sandy Retail Center Loan (loan
number 171)
and the Virginia Village Apartments Loan, (loan number 218), (each,
a "Co-Lender
Loan" and collectively, the "Co-Lender Loans") that are part of the
Trust Fund.
The Peter Cooper Village & Stuyvesant Town Loan, the Peter
Cooper
Village & Stuyvesant Town Pari Passu Companion Loans and the
Peter Cooper
Village & Stuyvesant Town Future Pari Passu Companion Loan, if
advanced, are and
will be pari passu in right of entitlement with each other. The
Five Times
Square Loan, the Five Times Square Pari Passu Companion Loan #1 and
the Five
Times Square Pari Passu Companion Loan #2 are pari passu in right
of entitlement
with each other. The Five Times Square Subordinate Companion Loan
is subordinate
in right of entitlement to the Five Times Square Loan and the Five
Times Square
Pari Passu Companion Loans. The State Street Financial Center Loan
and the State
Street Financial Center Pari Passu Companion Loan are pari passu in
right of
entitlement with each other. The 485 Lexington Avenue Loan and the
485 Lexington
Avenue Pari Passu Companion Loans are pari passu in right of
entitlement with
each other. The One Congress Street Subordinate Companion Loan is
subordinate in
right of entitlement to the One Congress Street Loan. The PNC
Corporate Plaza
Subordinate Companion Loan is subordinate in right of entitlement
to the PNC
Corporate Plaza Loan. The Spring Mill Corporate Center Subordinate
Companion
Loan is subordinate in right of entitlement to the Spring Mill
Corporate Center
Loan. The Sealy Pool B Subordinate Companion Loan is subordinate in
right of
entitlement to the Sealy Pool B Loan. The Eastland Center
Subordinate Companion
Loan is subordinate in right of entitlement to the Eastland Center
Loan. The
Morgan Apartments Subordinate Companion Loan is subordinate in
right of
entitlement to The Morgan Apartments Loan. The Tyco International
Subordinate
Companion Loan is subordinate in right of entitlement to the Tyco
International
Loan. The Time Warner Building Subordinate Companion Loans are
subordinate in
right of entitlement to the Time Warner Building Loan. The
Environmental
Technologies Subordinate Companion Loans are subordinate in right
of entitlement
to the Environmental Technologies Loan. The Gateway Executive
Center Subordinate
Companion Loan is subordinate in right of entitlement to the
Gateway Executive
Center Loan. The Sandy Retail Center Subordinate Companion Loan is
subordinate
in right of entitlement to the Sandy Retail Center Loan. The
Virginia Village
Apartments Subordinate Companion Loan is subordinate in right of
entitlement to
the Virginia Village Apartments Loan. As and to the extent provided
herein, each
of the Companion Loans (other than the State Street Financial
Center Pari Passu
Companion Loan) will be serviced and administered in accordance
with this
Agreement. Each of the State Street Financial Center Loan and the
State Street
Financial Center Pari Passu Companion Loan will be serviced and
administered in
accordance with the pooling and servicing agreement (the "LB-UBS
2007-C1 Pooling
and Servicing Agreement"), dated as of February 12, 2007, by and
among
Structured Asset Securities Corporation II, as depositor (the
"LB-UBS 2007-C1
Depositor"), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (the
"LB-UBS 2007-C1 Master Servicer"), Midland Loan Services, Inc., as
special
servicer (the "LB-UBS 2007-C1 Special Servicer"), LaSalle Bank
National
Association, as trustee (the "LB-UBS 2007-C1 Trustee"), pursuant to
which the
LB-UBS Commercial Mortgage Trust 2007-C1, Commercial Mortgage Pass
Through
Certificates, Series 2007-C1 were issued and the trust fund (the
"LB-UBS 2007-C1
Trust Fund") was created. Amounts attributable to the Companion
Loans will not
be assets of the Trust Fund and will be owned by the Companion
Holders.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee agree as
follows:
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.
"485 Lexington Avenue Intercreditor Agreement": The
Intercreditor
and Servicing Agreement, dated as of January 22, 2007, by and
between Wachovia,
as A-1 Lender, Column Financial, Inc., as A-2 Lender, and Morgan
Stanley
Mortgage Capital Inc., as A-3 Lender, relating to the 485 Lexington
Avenue Whole
Loan.
"485 Lexington Avenue Loan": That certain Mortgage Loan which
is
included in the Trust Fund (identified as loan number 5 on the
Mortgage Loan
Schedule).
"485 Lexington Avenue Pari Passu Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the 485 Lexington Avenue
Loan and
pari passu in right of entitlement with the 485 Lexington Avenue
Pool Loan.
"485 Lexington Avenue Whole Loan": The 485 Lexington Avenue
Loan,
together with the 485 Lexington Avenue Pari Passu Companion
Loan.
"Accrued Certificate Interest": With respect to any Class of
Regular
Certificates and the Class A-MFL Regular Interest (other than each
Class of the
Class X Certificates) for any Distribution Date, one month's
interest at the
Pass-Through Rate applicable to such Class of Certificates and the
Class A-MFL
Regular Interest, for such Distribution Date, accrued for the
related Interest
Accrual Period on the related Class Principal Balance outstanding
immediately
prior to such Distribution Date; with respect to the Class X-P and
Class X-C
Certificates for any Distribution Date, in each case, the sum of
the Accrued
Component Interest for the related Interest Accrual Period for of
their
respective Components for such Distribution Date; and with respect
to the Class
X-W Certificates for any Distribution Date, the sum of the Accrued
Component
Interest for the related Interest Accrual period for each of the
respective
Components for such Distribution Date. Accrued Certificate Interest
shall be
calculated on a 30/360 Basis and, with respect to any Class of
Regular
Certificates (other than the Class A-MFL Certificates) and the
Class A-MFL
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 Certificate Interest with respect to the Class A-MFL
Certificates shall
be calculated on an Actual/360 Basis, and for any Distribution
Date, shall be
deemed to accrue during the period from and including the
Distribution Date in
the month preceding the month in which the related Distribution
Date occurs (or
in the case of the first Distribution Date, the Closing Date) to
but excluding
the related Distribution Date; provided, however, that if a Class
A-MFL
Distribution Conversion has occurred, Accrued Certificate Interest
with respect
to the Class A-MFL Certificates shall be the same as for the Class
A-MFL Regular
Interest.
"Accrued Component Interest": With respect to each Component of
the
Class X-P, Class X-C and Class X-W Certificates for any
Distribution Date, one
month's interest at the Class X-P Strip Rate, Class X-C Strip Rate
or Class X-W
Strip Rate, as the case may be, applicable to such Component for
such
Distribution Date, accrued on the Component Notional Amount of such
Component
outstanding immediately prior to such Distribution Date. Accrued
Component
Interest shall be calculated on a 30/360 Basis and, with respect to
any
Component and any Distribution Date, shall be deemed to accrue
during the
calendar month preceding the month in which such Distribution Date
occurs.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to be acquired by the
Trust Fund within
the meaning of Treasury Regulations Section 1.856-6(b)(1), which is
the first
day on which the Trust Fund is treated as the owner of such REO
Property for
federal income tax purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during any calendar month in a
year assumed
to consist of 360 days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis and that is identified as an Actual/360
Mortgage Loan on
the Mortgage Loan Schedule.
"Additional Disclosure Notification": The form of notification,
which is attached hereto as Exhibit V, to be included with any
Additional Form
10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure
Information.
"Additional Form 10-D Disclosure": As defined in Section
8.17(i).
"Additional Form 10-K Disclosure": As defined in Section
8.17(k).
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Additional Interest Rate (the payment of which
interest
shall, under the terms of such Mortgage Loan, be deferred until the
entire
outstanding principal balance of such ARD Loan has been paid),
together with all
interest, if any, accrued at the related Mortgage Rate on such
deferred
interest. For purposes of this Agreement, Additional Interest on an
ARD Loan or
any successor REO Loan shall be deemed not to constitute principal
or any
portion thereof and shall not be added to the unpaid principal
balance or Stated
Principal Balance of such ARD Loan or successor REO Loan,
notwithstanding that
the terms of the related 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 Trustee pursuant to
Section 3.04(d)
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial
Mortgage Pass-Through Certificates, Series 2007-C30, Additional
Interest
Account." The Additional Interest Account shall not be an asset of
either REMIC
I or REMIC II.
"Additional Interest Grantor Trust": That certain "grantor
trust"
(within the meaning of the Grantor Trust Provisions), the assets of
which are
the Additional Interest Grantor Trust Assets.
"Additional Interest Grantor Trust Assets": The segregated pool
of
assets consisting of (i) any Additional Interest with respect to
the ARD Loans
after their respective Anticipated Repayment Dates and (ii) amounts
held from
time to time in the Additional Interest Account.
"Additional Interest Rate": With respect to any ARD Loan after
its
Anticipated Repayment Date, the incremental increase in the per
annum rate at
which such Mortgage Loan accrues interest after the Anticipated
Repayment Date
(in the absence of defaults) as calculated and as set forth in the
related
Mortgage Loan documents.
"Additional Servicer": Each Affiliate of the Master Servicer
that
services any of the Mortgage Loans and each Person who is not an
Affiliate of
the Master Servicer, other than the Special Servicer or the
Trustee, who
services 10% or more of the Mortgage Loans.
"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 the Master Servicer and/or the Trustee on
Advances (to the
extent not offset by Penalty Interest and late payment charges),
the cost of
contracting with a Determination Party as set forth in Section 2.03
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) (and not
otherwise paid from Penalty Interest and late payment charges), as
well as
(without duplication) any of the expenses of the Trust Fund that
may be
withdrawn (x) pursuant to any of clauses (ix), (x), (xiii), (xiv),
(xv) and
(xxi) of Section 3.05(a) out of general collections on the Mortgage
Loans and
any REO Properties on deposit in the Certificate Account or (y)
pursuant to
clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b)
out of
general collections on the 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 the Certificate Account or the Distribution Account, as
the case may
be.
"Additional Yield Amount": (a) With respect to any Distribution
Date
and any Class of Regular Certificates (other than each Class of the
Class X
Certificates and any Excluded Class) and the Class A-MFL Regular
Interest
entitled to distributions of principal with respect to Loan Group 1
pursuant to
Section 4.01(a) on such Distribution Date; provided that a Yield
Maintenance
Charge and/or Prepayment Premium was actually collected on a
Mortgage Loan or an
REO Loan in such Loan Group during the related Collection Period,
the product of
(a) such Yield Maintenance Charge and/or Prepayment Premium
multiplied by (b) a
fraction, which in no event will be greater than one, the numerator
of which is
equal to the positive excess, if any, of (i) the Pass-Through Rate
for such
Class of Regular Certificates or the Class A-MFL Regular Interest
then receiving
principal 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
such Mortgage
Loan or REO Loan, as the case may be, 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 Regular Certificates or
the Class A-MFL
Regular Interest on such Distribution Date pursuant to Section
4.01(a) with
respect to Loan Group 1, and the denominator of which is equal to
the Loan Group
1 Principal Distribution Amount for such Distribution Date.
(b) With respect to any Distribution Date and any Class of
Regular
Certificates (other than each Class of the Class X Certificates and
any
Excluded
Class) and the Class A-MFL Regular Interest entitled to
distributions of principal with respect to Loan Group 2 pursuant
to
Section
4.01(a) on such Distribution Date; provided that a Yield
Maintenance Charge and/or Prepayment Premium was actually collected
on a
Mortgage
Loan or an REO Loan in such Loan Group during the related
Collection
Period, the product of (a) such Yield Maintenance Charge and/or
Prepayment
Premium multiplied by (b) a fraction, which in no event will be
greater
than one, the numerator of which is equal to the positive
excess,
if any, of
(i) the Pass-Through Rate for such Class of Regular
Certificates or the Class A-MFL Regular Interest then receiving
principal
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 such
Mortgage
Loan or
REO Loan, as the case may be, 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 Regular Certificates
or
the Class
A-MFL Regular Interest on such Distribution Date pursuant to
Section
4.01(a) with respect to Loan Group 2, and the denominator of
which
is equal
to the Loan Group 2 Principal Distribution Amount for such
Distribution Date.
(c) For purposes of the foregoing, to the extent that payments
of
principal
on any Class of Regular Certificates (other than each Class of
the Class
X Certificates and any Excluded Class) or the Class A-MFL
Regular
Interest could be made from principal amounts allocable to Loan
Group 1 or
principal amounts allocable to Loan Group 2, the Trustee shall
assume
that those payments of principal on that Class of Regular
Certificates or the Class A-MFL Regular Interest are made from
amounts
allocable
to each Loan Group, on a pro rata basis in accordance with the
respective
amounts allocable to each Loan Group that were available for
payment on
that Class of Certificates or the Class A-MFL Regular Interest.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(g).
"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.
"Anticipated Repayment Date": For each ARD Loan, the date
specified
in the related Mortgage Note after which the Mortgage Rate for such
ARD Loan
will increase as specified in the related Mortgage Note (other than
as a result
of a default thereunder).
"Appraisal": With respect to any Mortgage Loan, an appraisal of
the
related Mortgaged Property from an Independent Appraiser selected
by the Special
Servicer or the Master Servicer prepared in accordance with 12 CFR
ss.225.62 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.
"Appraisal Reduction Amount": The excess, if any, of (a) the sum
of
(without duplication), as calculated by the Master Servicer as of
the first
Determination Date immediately succeeding the Master Servicer
obtaining
knowledge of the occurrence of the Required Appraisal Date 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 and each
Determination
Date thereafter so long as the related Mortgage Loan remains a
Required
Appraisal Mortgage Loan (i) the Stated Principal Balance of the
subject Required
Appraisal Mortgage Loan and any related Companion Loans related
thereto, (ii) to
the extent not previously advanced by or on behalf of the Master
Servicer or the
Trustee (or, with respect to the LB-UBS 2007-C1 Serviced Mortgage
Loan, by the
LB-UBS 2007-C1 Master Servicer), all unpaid interest on the
Required Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu
Companion
Loan or any related Subordinate Companion Loan serviced hereunder)
through the
most recent Due Date prior to such Determination Date at a per
annum rate equal
to the related Net Mortgage Rate and the related fixed annualized
rate of
interest scheduled to accrue for the related Companion Loans
(exclusive of any
portion thereof that constitutes Additional Interest), (iii) all
accrued but
unpaid Servicing Fees and all accrued but unpaid Additional Trust
Fund Expenses
in respect of such Required Appraisal Mortgage Loan and any related
Companion
Loans, plus, with respect to any Pari Passu Companion Loan (other
than the
Non-Serviced Companion Loan), any similar fees and expenses, (iv)
all related
unreimbursed Advances and any Advances related to such Required
Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu
Companion
Loan or any related Subordinate Companion Loan serviced hereunder)
that were
reimbursed out of general collections from the pool of Mortgage
Loans (plus
accrued interest thereon) made by or on behalf of the Master
Servicer or the
Trustee with respect to such Required Appraisal 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 Mortgage Loan
documents) held with
respect to such Required Appraisal 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), the
Appraisal
Reduction Amount for the related Required Appraisal Mortgage Loan
will equal 25%
of the outstanding principal balance of such Required Appraisal
Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or any
related Subordinate Companion Loan serviced hereunder) to be
adjusted upon
receipt of a Required Appraisal or letter update or internal
valuation, if
applicable. In the event a Mortgagor fails to make a Balloon
Payment on a
scheduled maturity date and no Appraisal has been received within
120 days of
such failure, the Appraisal Reduction Amount for the related
Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or any
related Subordinate Companion Loan serviced hereunder) will equal
25% of the
outstanding principal balance of such Mortgage Loan (including, for
such
purposes, any related Pari Passu Companion Loan or any related
Subordinate
Companion Loan serviced hereunder), to be adjusted upon receipt of
the new
Appraisal. Any Appraisal Reduction Amount for a Co-Lender Loan
shall be
allocated as provided in Section 4.04(d).
"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.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue 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 Mortgage Loan.
"Artesia": Artesia Mortgage Capital Corporation, or its successor
in
interest.
"Artesia Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of March 1, 2007, between the
Depositor and
Artesia, and relating to the transfer of the Artesia Mortgage Loans
to the
Depositor.
"Artesia Mortgage Loans": Each of the Mortgage Loans transferred
and
assigned to the Depositor pursuant to the Artesia Mortgage Loan
Purchase
Agreement.
"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
Mortgage Loan.
"Assumed Scheduled Payment": With respect to any Balloon
Mortgage
Loan for its Stated Maturity Date (provided that such Mortgage Loan
has not been
paid in full and no other Liquidation Event has occurred in respect
thereof on
or before such Stated Maturity Date) and for any Due Date
thereafter as of which
such Mortgage 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 that would have been due in respect of such Mortgage 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 to accrue
interest at the
Mortgage Rate, in effect on the Closing Date and without regard to
the
occurrence of its Stated Maturity Date. With respect to any REO
Loan, for any
Due Date therefor as of which the related REO Property remains part
of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to
be due in
respect thereof on such Due Date that would have been due in
respect of the
predecessor Mortgage Loan (or, if applicable, Companion Loans) on
such Due Date
had it remained outstanding (or, if the predecessor Mortgage Loan
was a Balloon
Mortgage Loan and such Due Date coincides with or follows what had
been its
Stated Maturity Date, the Assumed Scheduled Payment that would have
been deemed
due in respect of the predecessor Mortgage Loan 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
Trustee).
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to, with respect to each Mortgage Loan, (a)
the sum
(including, with respect to the LB-UBS 2007-C1 Serviced Mortgage
Loan, any
amounts remitted by or advanced pursuant to the LB-UBS 2007-C1
Pooling and
Servicing Agreement) of, without duplication, (i) the aggregate of
the amounts
on deposit in the Certificate Account and the Distribution Account
(without
regard to any payments made to or received from the Swap
Counterparty) as of the
close of business on the last day of the related Collection Period
and the
amounts collected by or on behalf of the Master Servicer as of the
close of
business on the last day of such Collection Period and required to
be deposited
in the Certificate Account; (ii) the aggregate amount of any
P&I Advances made
by the Master Servicer or the Trustee for distribution on the
Certificates
(other than the Class A-MFL Certificates) and the Class A-MFL
Regular Interest
on such Distribution Date pursuant to Section 4.03; (iii) the
aggregate amount
transferred from the REO Account (if established) to the
Certificate Account as
of the last day of the related Collection Period, on or prior to
the P&I Advance
Date in such month, pursuant to Section 3.16(c); (iv) the aggregate
amount
deposited by the Master Servicer in the Certificate Account for
such
Distribution Date pursuant to Section 3.19 in connection with
Prepayment
Interest Shortfalls; and (v) for each Distribution Date occurring
in March, and
for the final Distribution Date if the final Distribution Date
occurs in
February, the aggregate of the Interest Reserve Amounts in respect
of each
Interest Reserve Loan deposited into the Distribution Account
pursuant to
Section 3.05(d); and (vi) for the initial Distribution Date only,
the Interest
Shortfall Amount deposited into the Distribution Account pursuant
to Section
3.05, net of (b) the portion of the amount described in subclauses
(a)(i) and
(a)(iii) 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, (ii) any amounts payable or reimbursable
to any
Person from the (A) Certificate Account pursuant to clauses
(ii)-(xvi), (xx),
(xxi) and (xxiii) of Section 3.05(a) or (B) the Distribution
Account pursuant to
clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment Premiums
and Yield
Maintenance Charges, (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 (unless, in either case, the related
Distribution Date
is the final Distribution Date), the Interest Reserve Amounts with
respect to
the Interest Reserve Loans to be withdrawn from the Certificate
Account and
remitted to the Trustee for deposit in the Interest Reserve Account
in respect
of such Distribution Date and held for future distribution pursuant
to Section
3.04(c), (vi) for the initial Distribution Date only and each
Mortgage Loan
originated in February 2007 that has its first Due Date in April
2007, any
interest amounts relating to the period prior to the Cut-Off Date
of such
Mortgage Loan payable to the related Mortgage Loan Seller; and
(vii) any amounts
deposited in the Certificate 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 any Intercreditor Agreement or
this
Agreement to a Companion Holder.
"Balloon Mortgage Loan": Any 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 Mortgage Loan as
of
any date of determination, the Scheduled Payment payable on the
Stated Maturity
Date of such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with
such bid and
the transfer of servicing), multiplied by a fraction equal to (a)
the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the
case may be, as
of such date of determination, over (b) the aggregate of the
Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of
such date of
determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"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 (which as of the Closing Date
is Columbia,
Maryland), the offices of the Master Servicer (which as of the
Closing Date is
Charlotte, North Carolina) or the offices of the Special Servicer
(which as of
the Closing Date is Needham, Massachusetts) are located, are
authorized or
obligated by law or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C30, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Account": The segregated account or accounts
created
and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of
the Trustee in trust for Certificateholders, which shall be
entitled "Wachovia
Bank, National Association, as Master Servicer for Wells Fargo
Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of
Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
2007-C30." Subject to the related Intercreditor Agreement and
taking into
account that (i) each Subordinate Companion Loan is subordinate to
its related
Co-Lender Loan to the extent set forth in the related Intercreditor
Agreement,
and (ii) the Pari Passu Companion Loans are pari passu with the
related
Co-Lender Loan, each subaccount described in the next to last
paragraph of
Section 3.04(a) that is part of the Certificate Account shall be
for the benefit
of the related Companion Holder, to the extent funds on deposit in
such
subaccount are attributed to the related Companion Loan.
"Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates (other
than the Class
A-MFL Certificates) or the Class A-MFL Regular Interest is reduced
by the amount
of Mortgage Deferred Interest allocable to such Class of
Certificates or the
Class A-MFL Regular Interest on any Distribution Date.
"Certificate Factor": With respect to any Class of Regular
Certificates and the Class A-MFL Certificates 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, Class X-P Notional
Amount, Class
X-C Notional Amount or Class X-W Notional Amount, as applicable, of
such Class
of Regular Certificates or the Class A-MFL Certificates and the
denominator of
which is the Original Class Principal Balance, Original Class X-P
Notional
Amount, Original Class X-C Notional Amount or Original Class X-W
Notional Amount
of such Class of Regular Certificates or the Class A-MFL
Certificates, as
applicable.
"Certificate Notional Amount": With respect to any Class X-P
Certificate, Class X-C Certificate or Class X-W 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 applicable Class X-P Notional Amount, Class X-C Notional
Amount or
Class X-W Notional Amount, respectively.
"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 Sequential
Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate multiplied by (b) the then Class
Principal Balance
of the Class of Certificates to which such Certificate belongs. The
aggregate
Certificate Principal Balance of the Class A-MFL Certificates shall
be equal at
all times to the Class Principal Balance of the Class A-MFL Regular
Interest.
"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 Residual 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, the Master Servicer, the Special Servicer or the
Trustee in its
respective capacity as such (except with respect to amendments or
waivers
referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or
waiver required or permitted to be made by the Majority
Subordinate
Certificateholder or the Controlling Class Representative and any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative pursuant to Section 6.09), any Certificate
registered in the name
of the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special
Servicer or the Trustee, 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, the Master Servicer or the
Special Servicer
in determining whether a Certificate is registered in the name of
an Affiliate
of such Person. All references herein to "Holders" or
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and the Depository Participants,
except as
otherwise specified herein; provided, however, the parties hereto
shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate
Register.
"Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation and
each designated
REMIC I Regular Interest.
"Class A Certificates": The Class A-1, Class A-2, Class A-3,
Class
A-4, Class A-PB, Class A-5 and Class A-1A Certificates.
"Class A-1 Certificate": Any one of the Certificates with a
"Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a
"Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a
"Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-4 Certificate": Any one of the Certificates with a
"Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-5 Certificate": Any one of the Certificates with a
"Class
A-5" designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-J Certificate": Any one of the Certificates with a
"Class
A-J" designation on the face thereof, substantially in the form of
Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-M Certificate": Any one of the Certificates with a
"Class
A-M" designation on the face thereof, substantially in the form of
Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-MFL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or
interest
distributions on or in respect of the Class A-MFL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less
(iii) with respect to interest distributions, all regularly
scheduled fixed
interest amounts (prior to the termination of the Swap Contract or
prior to the
occurrence and during the continuance of a Swap Default, exclusive
of any Yield
Maintenance Charges or Prepayment Premiums allocated in respect of
the Class
A-MFL Regular Interest) required to be paid to the Swap
Counterparty pursuant to
the Swap Contract for such Distribution Date.
"Class A-MFL Certificate": Any one of the Certificates with a
"Class
A-MFL" designation on the face thereof, substantially in the form
of Exhibit A-8
attached hereto, and evidencing an undivided beneficial interest in
the Class
A-MFL Grantor Trust.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence and during the
continuation of a Swap
Default while the Trustee (or the Paying Agent on its behalf) is
pursuing
remedies under the Swap Contract pursuant to Section 3.30 or (ii)
immediately
upon and following the termination of the Swap Contract until a
replacement swap
contract is entered into, if any, 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 Contract to
distributions
based solely on fixed interest distributions in respect of the
Class A-MFL
Regular Interest, as specified in Section 4.01(j).
"Class A-MFL Grantor Trust": That certain "grantor trust"
(within
the meaning of the Grantor Trust Provisions), the assets of which
are the Class
A-MFL Grantor Trust Assets.
"Class A-MFL Grantor Trust Assets": The segregated pool of
assets
consisting of the Class A-MFL Regular Interest, the Swap Contract,
the Floating
Rate Account and the proceeds thereof, the beneficial ownership of
which is
represented by the Class A-MFL Certificates.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) amounts in
respect of
interest received in respect of the Class A-MFL Regular Interest
for such
Distribution Date and (ii) the Floating Swap Payment, less (iii)
the Fixed Swap
Payment for such Distribution Date.
"Class A-MFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01(j) in respect of the Class A-MFL Regular Interest
on such
Distribution Date.
"Class A-MFL Regular Interest:" The uncertificated interest in
REMIC
II, designated as "Class A-MFL", constituting a "regular interest"
in REMIC II
for purposes of the REMIC Provisions and having characteristics
attributable
thereto in this Agreement.
"Class A-PB Certificate": Any one of the Certificates with a
"Class
A-PB" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-PB Planned Principal Balance": The planned principal
amount
set forth on Exhibit R hereto relating to principal payments for
the Class A-PB
Certificates.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof, substantially in the form of
Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class
C"
designation on the face thereof, substantially in the form of
Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class
D"
designation on the face thereof, substantially in the form of
Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof, substantially in the form of
Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class
F"
designation on the face thereof, substantially in the form of
Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class
G"
designation on the face thereof, substantially in the form of
Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof, substantially in the form of
Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof, substantially in the form of
Exhibit A-21
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof, substantially in the form of
Exhibit A-22
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof, substantially in the form of
Exhibit A-23
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof, substantially in the form of
Exhibit A-24
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof, substantially in the form of
Exhibit A-25
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class O Certificate": Any one of the Certificates with a "Class
O"
designation on the face thereof, substantially in the form of
Exhibit A-26
attached hereto, and evidencing a "regular interest" 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-27
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of
any
Class of Sequential Pay Certificates or the Class A-MFL Regular
Interest
outstanding from time to time. As of the Closing Date, the Class
Principal
Balance of each Class of Sequential Pay Certificates or the Class
A-MFL Regular
Interest shall equal the Original Class Principal Balance thereof.
On each
Distribution Date, the Class Principal Balance of each such Class
of
Certificates shall be reduced by the amount of any distributions of
principal
made thereon on such Distribution Date pursuant to Section 4.01 or
9.01, as
applicable, and shall be further reduced by 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 Balance of any
Class of
Sequential Pay Certificates or the Class A-MFL Regular Interest
will be
increased on any Distribution Date by the amount of any Certificate
Deferred
Interest allocated to such Class on such Distribution Date.
Distributions in
respect of a reimbursement of Realized Losses and Additional Trust
Fund Expenses
previously allocated to a Class of Sequential Pay Certificates or
the Class
A-MFL Regular Interest 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 be equal at
all times to
the Class Principal Balance of the Class A-MFL Regular
Interest.
"Class Q Certificate": Any one of the Certificates with a "Class
Q"
designation on the face thereof, substantially in the form of
Exhibit A-28
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-30
attached hereto, and evidencing the sole class of residual
interests in REMIC I
for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-31
attached hereto, and evidencing the sole class of "residual
interests" in 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-29
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class X Certificates": The Class X-P, Class X-C and Class X-W
Certificates.
"Class X-C Certificate": Any one of the Certificates with a
"Class
X-C" designation on the face thereof, substantially in the form of
Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination, the product of (i) 25%
and (ii) the
sum of the then Component Notional Amounts of all of the
Components.
"Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class X-P Components) for any
Distribution
Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the
Corresponding
Certificates. In the case of any Class of Components that are also
Class X-P
Components, (i) for any Distribution Date occurring on or before
the related
Class X-P Component Crossover Date, (x) the Weighted Average Net
Mortgage Rate
for such Distribution Date minus (y) the sum of the Pass-Through
Rate for the
Corresponding Certificates (or in the case of the Class A-MFL
Certificates, the
Pass-Through Rate applicable to the Class A-MFL Regular Interest)
for such
Distribution Date and the Class X-P Strip Rate for such Component
for such
Distribution Date, and (ii) for any Distribution Date occurring
after the
related Class X-P Component Crossover Date, a rate per annum equal
to (x) the
Weighted Average Net Mortgage Rate for such Distribution Date,
minus (y) the
Pass-Through Rate for the Corresponding Certificates (or in the
case of the
Class A-MFL Certificates, the Pass-Through Rate applicable to the
Class A-MFL
Regular Interest) (provided that in no event shall any Class X-C
Strip Rate be
less than zero).
"Class X-P Certificate": Any one of the Certificates with a
"Class
X-P" designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class X-P Component Crossover Date": With respect to each
Component
set forth in the table below, the Distribution Date occurring in
the month and
year set forth in the table below:
Component
Cross-Over Date
---------
---------------
Component X-A-1-2 and Component X-A-1A-2
September 2007
Component X-A-1-3, Component X-A-1A-3 and
March 2008
Component X-A-2-1
Component X-A-2-2, Component X-A-1A-4 and
September 2008
Component X-A-3-1
Component X-A-3-2 and
Component X-A-1A-5
March 2009
Component X-A-3-3, Component X-A-1A-6 and
September 2009
Component X-K-1
Component X-A-3-4, Component X-A-1A-7, Component X-J-1
March 2010
and Component
X-K-2
Component X-A-3-5, Component X-A-1A-8, Component X-H-1
September 2010
and Component
X-J-2
Component X-A-3-6, Component X-A-1A-9, Component X-G-1
March 2011
and Component
X-H-2
Component X-A-3-7, Component X-A-1A-10, Component X-A-4,
September 2011
Component X-A-PB,
Component X-A-5-1, Component X-F-1 and
Component X-G-2
Component X-A-5-2, Component X-A-1A-11 and Component X-F-2
March 2012
Component X-A-5-3, Component X-A-1A-12, Component X-E-1 and
September
2012
Component X-F-3
Component X-A-5-4, Component X-A-1A-13, Component X-D-1 and
March
2013
Component X-E-2
Component X-A-5-5, Component X-A-1A-14, Component X-C-1 and
September
2013
Component X-D-2
Component X-A-5-6, Component X-A-1A-15, Component X-A-M,
March 2014
Component X-A-MFL,
Component X-A-J, Component X-B and
Component X-C-2
"Class X-P Components": Each of Component X-A-1-2, Component
X-A-1-3, Component X-A-1A-2, Component X-A-1A-3, Component
X-A-1A-4, Component
X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7, Component
X-A-1A-8, Component
X-A-1A-9, Component X-A-1A-10, Component X-A-1A-11, Component
X-A-1A-12,
Component X-A-1A-13, Component X-A-1A-14, Component X-A-1A-15,
Component
X-A-2-1, Component X-A-2-2, Component X-A-3-1, Component X-A-3-2,
Component
X-A-3-3, Component X-A-3-4, Component X-A-3-5, Component X-A-3-6,
Component
X-A-3-7, Component X-A-4, Component X-A-PB, Component X-A-5-1,
Component
X-A-5-2, Component X-A-5-3, Component X-A-5-4, Component X-A-5-5,
Component
X-A-5-6, Component X-A-M, Component X-A-MFL, Component X-A-J,
Component X-B,
Component X-C-1, Component X-C-2, Component X-D-1, Component X-D-2,
Component
X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component
X-F-3,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2,
Component
X-J-1, Component X-J-2, Component X-K-1 and Component X-K-2.
"Class X-P Notional Amount": As of any date of determination,
the
product of (i) 25% and (ii) the sum of the then Component Notional
Amounts of
the Class X-P Components, excluding those Class X-P Components for
which the
Class X-P Component Crossover Date has previously passed.
"Class X-P Reference Rate": For any Distribution Date, the rate
per
annum corresponding to such Distribution Date on Exhibit T.
"Class X-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the related Class X-P
Component
Crossover Date, (x) the lesser of (i) the Weighted Average Net
Mortgage Rate for
such Distribution Date and (ii) the Class X-P Reference Rate for
such
Distribution Date minus 0.03% per annum minus (y) the Pass-Through
Rate for the
Corresponding Class of Certificates (or in the case of the Class
A-MFL
Certificates, the Pass-Through Rate applicable to the Class A-MFL
Regular
Interest) (provided that in no event shall any Class X-P Strip Rate
be less than
zero), and (ii) for any Distribution Date occurring after the
related Class X-P
Component Crossover Date, 0% per annum.
"Class X-W Certificate": Any one of the Certificates with a
"Class
X-W" designation on the face thereof, substantially in the form of
Exhibit A-11
attached hereto, and evidencing the Components, each of which is a
"regular
interest" in REMIC II for purposes of the REMIC Provisions.
"Class X-W Notional Amount": With respect to the Class X-W
Certificates and any date of determination, the product of (i) 75%
and (ii) the
sum of the then Component Notional Amounts of all the
Components.
"Class X-W Strip Rate": With respect to any Class of Components
for
any Distribution Date, a rate per annum equal to (i) the Weighted
Average Net
Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for
the Corresponding Certificates (or in the case of the Class A-MFL
Certificates,
the Pass-Through Rate applicable to the Class A-MFL Regular
Interest).
"Class Z Certificate": Any one of the Certificates with a "Class
Z"
designation on the face thereof, substantially in the form of
Exhibit A-32
attached hereto, and evidencing an undivided beneficial interest in
the
Additional Interest Grantor Trust that is described in Section
4.01(b).
"Closing Date": March 28, 2007.
"CMSA": The Commercial Mortgage Securities Association (formerly
the
Commercial Real Estate Secondary Market and Securitization
Association) or any
successor organization.
"CMSA Advance Recovery Report": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Bond 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 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, the Master Servicer shall
process (a)
interim financial statements beginning with interim financial
statements for the
fiscal quarter ending June 30, 2007, and (b) 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 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 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 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. In
connection with preparing the CMSA Operating Statement Analysis,
the Master
Servicer shall process (a) interim financial statements beginning
with interim
financial statements for the fiscal quarter ending June 30, 2007
and (b) annual
financial statements beginning with annual financial statements for
the 2007
fiscal year.
"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 Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available as of the Closing Date on the CMSA
Website, or in such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watchlist/Portfolio Review Guidelines": 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 promulgated as approved by the CMSA for commercial mortgage
securities
transactions generally.
"CMSA Special Servicer Loan File": The monthly report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Special Servicer Loan File" available as of the
Closing Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage securities transactions
generally and is
reasonably acceptable to the Special Servicer.
"CMSA Total Loan Report": A monthly report 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 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 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 Loans": As defined in the Preliminary Statement.
"Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately
preceding the
month in which such Distribution Date occurs (or, in the case of
the initial
Distribution Date, commencing on the day after the related Cut-Off
Date) and
ending on and including the eleventh day in the month in which such
Distribution
Date occurs. Notwithstanding the foregoing, in the event that the
last day of a
Collection Period is not a Business Day, any Periodic Payments or
Principal
Prepayments with respect to the Mortgage Loans relating to a Due
Date occurring
in such Collection Period (but for the application of the next
Business Day
convention) received on the Business Day immediately following such
day will be
deemed to have been received during such Collection Period and not
during any
other Collection Period. In addition, notwithstanding the
foregoing, with
respect to any Distribution Date, in the event that the Due Date,
including any
grace period, with respect to any Mortgage Loan relating to such
Distribution
Date occurs after the last day of the related Collection Period,
any payments
received with respect to the related Mortgage Loan on or before
such Due Date as
extended by any applicable grace period (including without
limitation, any
prepayments) will be deemed to have been received during such
Collection Period
and not during any other Collection Period.
"Column": Column Financial, Inc., or its successor in interest.
"Column Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of March 1, 2007, between the
Depositor and
Column, and relating to the transfer of the Column Mortgage Loans
to the
Depositor.
"Column Mortgage Loans": Each of the Mortgage Loans transferred
and
assigned to the Depositor pursuant to the Column Mortgage Loan
Purchase
Agreement.
"Commission": The Securities and Exchange Commission or any
successor agency.
"Companion Distribution Account": With respect to the Companion
Loans, other than the Non-Serviced Companion Loan, the separate
account(s) or
subaccount(s) created and maintained by the Companion Paying Agent
pursuant to
Section 3.04(b) and held on behalf of the Companion Holders, which
shall be
entitled "Wachovia Bank, National Association, as Companion Paying
Agent for the
Companion Holders of the Companion Loans relating to the Wachovia
Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
2007-C30." The Companion Distribution Accounts shall not be assets
of the Trust
Fund, but instead each Companion Distribution Account shall be held
by the
Companion Paying Agent on behalf of the applicable Companion
Holder. Any such
account shall be an Eligible Account or a subaccount of an Eligible
Account.
Notwithstanding the foregoing, if the Master Servicer and the
Companion Paying
Agent are the same entity, the Companion Distribution Account may
be the related
subaccount or subaccounts of the Certificate Account referenced in
the second to
the last paragraph of Section 3.04(a).
"Companion Holder": With respect to any Companion Loan, the owner
of
the Mortgage Note representing such Companion Loan. As of the
Closing Date, the
Companion Holders of the Companion Loans are (i) Wachovia, with
respect to the
Peter Cooper Village & Stuyvesant Town Pari Passu A-2 Companion
Loan, (ii)
Wachovia, with respect to the Peter Cooper Village & Stuyvesant
Town Pari Passu
A-3 Companion Loan, (iii) Wachovia, with respect to the Peter
Cooper Village &
Stuyvesant Town Pari Passu A-4 Companion Loan, (iv) the trust fund
created under
the ML-CFC 2007-5 Pooling and Servicing Agreement, with respect to
the Peter
Cooper Village & Stuyvesant Town Pari Passu A-5 Companion Loan,
(v) Merrill
Lynch Mortgage Lending, Inc., with respect to the Peter Cooper
Village &
Stuyvesant Town Pari Passu A-6 Companion Loan, (vi) Wachovia, with
respect to
the Five Times Square Pari Passu Companion Loans, (vii) the trust
fund created
under the LB-UBS 2007-C1 Pooling and Servicing Agreement, with
respect to the
State Street Financial Center Pari Passu Companion Loan, (viii)
Morgan Stanley
Mortgage Capital Inc., with respect to the 485 Lexington Avenue
Pari Passu A-3
Companion Loan, (ix) Artesia Mortgage Capital Corporation, with
respect to the
One Congress Street Subordinate Companion Loan, (x) MW1-2002 LLC,
with respect
to the PNC Corporate Plaza Subordinate Companion Loan, (xi)
MW1-2002, LLC, with
respect to the Spring Mill Corporate Center Subordinate Companion
Loan, (xii)
CBA Mezzanine Capital Finance, LLC, with respect to the Sealy Pool
B Subordinate
Companion Loan, (xiii) MW1-2002, LLC, with respect to the Eastland
Center
Subordinate Companion Loan, (xiv) Wachovia, with respect to The
Morgan
Apartments Subordinate Companion Loan, (xv) MW1-2002 LLC, with
respect to the
Tyco International Building Subordinate Companion Loan, (xvi)
Caplease Debt
Funding LP, with respect to each of the Time Warner Building
Subordinate
Companion Loans, (xvii) Caplease Debt Funding, LP, with respect to
each of the
Environmental Technologies Subordinate Companion Loans, (xviii) CBA
Mezzanine
Capital Finance, LLC, with respect to the Gateway Executive Center
Subordinate
Companion Loan, (xix) CBA Mezzanine Capital Finance, LLC, with
respect to the
Sandy Retail Center Subordinate Companion Loan, (xx) CBA Mezzanine
Capital
Finance, LLC, with respect to the Virginia Village Apartments
Subordinate
Companion Loan and (xxi) Wachovia, with respect to the Five Times
Square
Subordinate Companion Loan.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The paying agent appointed pursuant
to
Section 3.26.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.
"Component": Each of Component X-A-1-1, Component X-A-1-2,
Component
X-A-1-3, Component X-A-1A-1, Component X-A-1A-2, Component
X-A-1A-3, Component
X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component
X-A-1A-7, Component
X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component
X-A-1A-11,
Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14,
Component
X-A-1A-15, Component X-A-2-1, Component X-A-2-2, Component X-A-PB,
Component
X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-3-4,
Component
X-A-3-5, Component X-A-3-6, Component X-A-3-7, Component X-A-4,
Component
X-A-5-1, Component X-A-5-2, Component X-A-5-3, Component X-A-5-4,
Component
X-A-5-5, Component X-A-5-6, Component X-A-M, Component X-A-MFL,
Component X-A-J,
Component X-B, Component X-C-1, Component X-C-2, Component X-D-1,
Component
X-D-2, Component X-E-1, Component X-E-2, Component X-F-1, Component
X-F-2,
Component X-F-3, Component X-G-1, Component X-G-2, Component X-H-1,
Component
X-H-2, Component X-J-1, Component X-J-2, Component X-K-1, Component
X-K-2,
Component X-L, Component X-M, Component X-N, Component X-O,
Component X-P,
Component X-Q and Component X-S.
"Component Notional Amount": With respect to each Class X-P
Component, Class X-C Component or Class X-W Component and any date
of
determination, an amount equal to the then REMIC I Principal
Balance of its
Corresponding REMIC I Regular Interest.
"Component X-A-1-1": One of 63 components of the Class X-C and
X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-1 as of any
date of
determination.
"Component
X-A-1-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1-2 as of any date of
determination.
"Component X-A-1-3": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1-3 as of any date of
determination.
"Component X-A-1A-1": One of 63 components of the Class X-C and
X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any
date of
determination.
"Component X-A-1A-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-2 as of any date of
determination.
"Component X-A-1A-3": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-3 as of any date of
determination.
"Component X-A-1A-4": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-4 as of any date of
determination.
"Component X-A-1A-5": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-5 as of any date of
determination.
"Component X-A-1A-6": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-6 as of any date of
determination.
"Component X-A-1A-7": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-7 as of any date of
determination.
"Component X-A-1A-8": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-8 as of any date of
determination.
"Component X-A-1A-9": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-9 as of any date of
determination.
"Component X-A-1A-10": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-10 as of any date of
determination.
"Component X-A-1A-11": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-11 as of any date of
determination.
"Component X-A-1A-12": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-12 as of any date of
determination.
"Component X-A-1A-13": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-13 as of any date of
determination.
"Component X-A-1A-14": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-14 as of any date of
determination.
"Component X-A-1A-15": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-1A-15 as of any date of
determination.
"Component X-A-2-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-2-1 as of any date of
determination.
"Component X-A-2-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-2-2 as of any date of
determination.
"Component X-A-3-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-1 as of any date of
determination.
"Component X-A-3-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-2 as of any date of
determination.
"Component X-A-3-3": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-3 as of any date of
determination.
"Component X-A-3-4": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-4 as of any date of
determination.
"Component X-A-3-5": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-5 as of any date of
determination.
"Component X-A-3-6": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-6 as of any date of
determination.
"Component X-A-3-7": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-3-7 as of any date of
determination.
"Component X-A-4": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-4 as of any date of determination.
"Component X-A-5-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-1 as of any date of
determination.
"Component X-A-5-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-2 as of any date of
determination.
"Component X-A-5-3": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-3 as of any date of
determination.
"Component X-A-5-4": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-4 as of any date of
determination.
"Component X-A-5-5": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-5 as of any date of
determination.
"Component X-A-5-6": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-5-6 as of any date of
determination.
"Component X-A-J": One
of the 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-J as of any date of determination.
"Component X-A-M": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-M as of any date of determination.
"Component X-A-MFL": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-MFL as of any date of
determination.
"Component X-A-PB": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LA-PB as of any date of determination.
"Component X-B": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LB as of any date of determination.
"Component X-C-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LC-1 as of any date of determination.
"Component X-C-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LC-2 as of any date of determination.
"Component X-D-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LD-1 as of any date of determination.
"Component X-D-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LD-2 as of any date of determination.
"Component X-E-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LE-1 as of any date of determination.
"Component X-E-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LE-2 as of any date of determination.
"Component X-F-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LF-1 as of any date of determination.
"Component X-F-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LF-2 as of any date of determination.
"Component X-F-3": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LF-3 as of any date of determination.
"Component X-G-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LG-1 as of any date of determination.
"Component X-G-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LG-2 as of any date of determination.
"Component X-H-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LH-1 as of any date of determination.
"Component X-H-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LH-2 as of any date of determination.
"Component X-J-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LJ-1 as of any date of determination.
"Component X-J-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LJ-2 as of any date of determination.
"Component X-K-1": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LK-1 as of any date of determination.
"Component X-K-2": One of 63 components of the Class X-C and
X-W
Certificates and one of 54 components of the Class X-P Certificates
having a
Component Notional Amount equal to the then current REMIC I
Principal Balance of
REMIC I Regular Interest LK-2 as of any date of determination.
"Component X-L": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LL as of any date
of
determination.
"Component X-M": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date
of
determination.
"Component X-N": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LN as of any date
of
determination.
"Component X-O": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LO as of any date
of
determination.
"Component X-P": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date
of
determination.
"Component X-Q": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LQ as of any date
of
determination.
"Component X-S": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LS as of any date
of
determination.
"Controlling Class": With respect to each Mortgage Loan as of
any
date of determination, the Class of Sequential Pay Certificates,
(i) which bears
the latest payment priority and (ii) the Class Principal Balance of
which is
greater than 25% of the Original Class Principal Balance thereof;
provided,
however, if no Class of Sequential Pay Certificates satisfies
clause (ii) above,
the Controlling Class shall be the outstanding Class of Sequential
Pay
Certificates bearing the latest payment priority. With respect to
determining
the Controlling Class, the Class A-1, Class A-2, Class A-3, Class
A-4, Class
A-PB, Class A-5 and Class A-1A Certificates shall be deemed a
single Class of
Certificates.
"Controlling Class Representative": As defined in Section
3.25(a).
"Controlling Person": With respect to any Person, any other
Person
who "controls" such Person within the meaning of the Securities
Act.
"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 (i) with respect to maintenance of
the
Certificate Registrar and the transfer and exchange of
Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth Street and
Marquette Avenue,
Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30 and (ii)
for all other
purposes, the office of the Trustee located at 9062 Old Annapolis
Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
(CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30.
"Corrected Mortgage Loan": Any Mortgage Loan (other than the
LB-UBS
2007-C1 Serviced Mortgage Loan) and, if applicable, any Companion
Loan (other
than the Non-Serviced Companion 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."
"Corresponding Certificate": As defined in the Preliminary
Statement
with respect to any Corresponding Component or any Corresponding
REMIC I Regular
Interest.
"Corresponding Component": As defined in the Preliminary
Statement
with respect to any Corresponding Certificate or any Corresponding
REMIC I
Regular Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding
Certificates or
any Corresponding Component of the Class X-P Certificates, Class
X-C
Certificates or Class X-W Certificates. In the case of the Class
A-MFL
Certificates, "Corresponding Certificate" refers to the Class A-MFL
Regular
Interest.
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The 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, (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
and (iii)
the Mortgage Loan Seller, at its expense, shall have furnished the
Trustee with
an Opinion of Counsel that the repurchase of or substitution for a
Crossed Loan,
including, without limitation, any modification relating to such
repurchase or
substitution, shall not cause an Adverse REMIC Event.
"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": With respect to any Mortgage Loan or Companion
Loan,
the Due Date for such Mortgage Loan or Companion Loan in March
2007.
"Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal balance of such Mortgage
Loan or
Companion Loan as of the Cut-Off Date, after application of all
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.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan,
as
of any date of determination, the ratio of (x) the annualized Net
Operating
Income (before payment of any debt service on such Mortgage Loan)
generated by
the related Mortgaged Property during the most recently ended
period of not less
than six months and not more than twelve 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
Master Servicer
or the Special Servicer (following the Closing Date), to (y) twelve
times the
amount of the Periodic Payment in effect for such Mortgage Loan as
of such date
of determination.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
60
days or more with respect to a Periodic Payment (not including the
Balloon
Payment) or (ii) that is delinquent in respect of its Balloon
Payment; provided,
however, if the Mortgagor continues to make its Assumed Scheduled
Payment and
diligently pursues refinancing, such Mortgage Loan shall not be
considered a
Defaulted Mortgage Loan until 60 days following such default (or,
if the Master
Servicer has, within 60 days after the Due Date of such Balloon
Payment,
received written evidence from an institutional lender of such
lender's binding
commitment (which is reasonably acceptable to the Special Servicer
and for which
the Controlling Class Representative has given its consent (which
consent shall
be deemed denied if not granted within 10 Business Days)) to
refinance such
Mortgage Loan, 120 days following such default) (provided that if
such
refinancing does not occur during such time specified in the
commitment, the
related Mortgage Loan will immediately become a Defaulted 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
(iii) as to which the Master Servicer or Special Servicer has, by
written notice
to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced
by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan,
the
United States government securities required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any 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 Mortgage Loan to require the related
Mortgagor)
to pledge Defeasance Collateral to such holder in lieu of
prepayment.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.03(a).
"Depositor": Wachovia Commercial Mortgage Securities, Inc. or
its
successor in interest.
"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 Securities
Exchange Act of
1934, as amended.
"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.
"Determination Date": The eleventh day of each month, or if
such
eleventh day is not a Business Day, the Business Day immediately
succeeding,
commencing in April 2007.
"Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor Special Servicer mutually
agreeable to
the Special Servicer, the Controlling Class Representative and the
applicable
Mortgage Loan Seller, or any successor in interest thereto;
provided that (a)
each such party is on the list of approved special servicers by
Fitch and
Moody's and is on S&P's Select Servicer List as a U.S.
Commercial Mortgage
Special Servicer or (b) each Rating Agency has confirmed in writing
that
contracting with such Determination Party would not result in a
downgrade,
qualification or withdrawal of the then current rating assigned to
any of the
Certificates that are then currently rated by such Rating
Agency.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof, the management of
such REO
Property, the holding of such 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, the Trustee (or the
Special Servicer
or any Sub-Servicer on behalf of the Trustee) shall not be
considered to
Directly Operate an REO Property solely because the Trustee (or the
Special
Servicer or any Sub-Servicer on behalf of the Trustee) establishes
rental terms,
chooses tenants, enters into or renews leases, deals with taxes and
insurance,
or makes decisions as to repairs or capital expenditures with
respect to such
REO Property.
"Discount Rate": With respect to any prepaid Mortgage Loan or
REO
Loan for purposes of allocating any Yield Maintenance Charge or
Prepayment
Premium received thereon or with respect thereto among (a) the
respective
Classes of the Sequential Pay Certificates (other than any Excluded
Class
thereof) and/or (b) the Class A-MFL Regular Interest, an amount,
calculated by
the Master Servicer and reported to the Trustee pursuant to Section
4.02(b),
will be equal to the discount rate stated in the related Mortgage
Loan documents
used in calculating the Yield Maintenance Charge or Prepayment
Premium with
respect to such principal prepayment. To the extent that a discount
rate is not
stated therein, the "Discount Rate" will be equal to the yield
(when compounded
monthly) on the U.S. Treasury issue with a maturity date closest to
the maturity
date for such prepaid Mortgage Loan or REO Loan. In the event there
are two or
more such U.S. Treasury issues (a) with the same coupon, the issue
with the
lowest yield shall apply, and (b) with maturity dates equally close
to the
maturity date for the prepaid Mortgage Loan or REO Loan, the issue
with the
earliest maturity date shall apply.
"Disqualified Non-United States Person": With respect to a Class
R-I
or Class R-II Certificate, any Non-United States Person or agent
thereof other
than (i) a Non-United States Person that holds the Class R-I or
Class R-II
Certificate in connection with the conduct of a trade or business
within the
United States and has furnished the transferor and the Certificate
Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a
Non-United
States Person that has delivered to both the transferor and the
Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
the transfer of the Class R-I or Class R-II Certificate to it is in
accordance
with the requirements of the Code and the regulations promulgated
thereunder and
that such transfer of the Class R-I or Class R-II Certificate will
not be
disregarded for federal income tax purposes.
"Disqualified Organization": Any of the following: (i) the
United
States or a possession thereof, any State or any political
subdivision thereof,
or any agency or instrumentality of any of the foregoing (other
than an
instrumentality 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 Trustee or the Certificate Registrar based upon
an Opinion of
Counsel (which shall not be an expense of the Trustee) that the
holding of an
Ownership Interest in a Residual Certificate by such Person may
cause the Trust
Fund or any Person having an Ownership Interest in any Class of
Certificates,
other than such Person, to incur a liability for any federal tax
imposed under
the Code that would not otherwise be imposed but for the Transfer
of an
Ownership Interest in a Residual Certificate to such Person. The
terms "United
States," "State" and "international organization" shall have the
meanings set
forth in Section 7701 of the Code or successor provisions.
"Distributable Certificate Interest": With respect to: (a) any
Class
of Sequential Pay Certificates (other than the Class A-MFL
Certificates) and the
Class A-MFL Regular Interest for any Distribution Date, the Accrued
Certificate
Interest in respect of such Class of Certificates or the Class
A-MFL Regular
Interest, as applicable, for such Distribution Date, reduced (to
not less than
zero) by (i) the product of (A) any Net Aggregate Prepayment
Interest Shortfall
for such Distribution Date, (B) a fraction, expressed as a decimal,
the
numerator of which is the Accrued Certificate Interest in respect
of such Class
of Certificates or the Class A-MFL Regular Interest, as applicable,
for such
Distribution Date, and the denominator of which is the aggregate
Accrued
Certificate Interest in respect of all the Classes of Sequential
Pay
Certificates (other than the Class A-MFL Certificates) and the
Class A-MFL
Regular Interest for such Distribution Date, and (ii) with respect
to each such
Class, such Class' share of any Certificate Deferred Interest
allocated to such
Class of Certificates or the Class A-MFL Regular Interest, as
applicable, in
accordance with Section 4.04(c); and (b) any Class of Class X
Certificates for
any Distribution Date, the Accrued Certificate Interest in respect
of such Class
of Certificates for such Distribution Date.
"Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of
the Trustee
pursuant to Section 3.04(b) which shall be entitled "Wells Fargo
Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30."
"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).
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special
Servicer and the
Trustee, which lists certain parties identified by the Depositor as
having
failed to comply with their respective obligations under Section
8.17 of this
Agreement or as having failed to comply with any similar Regulation
AB reporting
requirements under any pooling and servicing agreement relating to
any other
series of certificates offered by the Depositor.
"Document Defect": As defined in Section 2.03(a).
"Domestic Global Certificate": Any of the single, permanent
global
certificates that represents the Certificates sold in reliance on
Rule 144A
under the Act.
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date or any Companion Loan on or prior to its
maturity date, the
day of the month set forth in the related Mortgage Note on which
each Periodic
Payment on such Mortgage Loan or Companion Loan is scheduled to be
first due;
(ii) any Mortgage Loan after its Stated Maturity Date or any
Companion Loan
after its maturity date, the day of the month set forth in the
related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or
Companion Loan had
been scheduled to be first due and (iii) any REO Loan, the day of
the month set
forth in the related Mortgage Note on which each Periodic Payment
on the related
Mortgage Loan had been scheduled to be first due.
"Eastland Center Intercreditor Agreement": The Intercreditor
and
Servicing Agreement, dated as of March 28, 2007, by and between
Wachovia, as
Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to the
Eastland Center
Whole Loan.
"Eastland Center Loan": That certain Mortgage Loan which is
included
in the Trust Fund (identified as loan number 33 on the Mortgage
Loan Schedule).
"Eastland Center Subordinate Companion Loan": That certain
mortgage
loan evidenced by a note, which is not an asset of the Trust Fund,
secured by
the Mortgaged Property securing the Eastland Center Loan and
subordinate in
right of entitlement to the Eastland Center Loan.
"Eastland Center
Whole Loan": The Eastland Center Loan, together
with the Eastland Center Subordinate Companion Loan.
"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 (A) "AA-" by
Fitch (or
"A-"; provided the short term unsecured debt obligations are rated
at least
"F-1" by Fitch), (B) "Aa3" by Moody's (if then rated by Moody's)
and (C) "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, 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 "F1" by Fitch,
"P-1" by Moody's
(if then rated by Moody's) 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) as
evidenced in
writing by the applicable Rating Agency at any time such funds are
on deposit
therein; or (ii) a segregated trust account or accounts maintained
with a
federal or state chartered depository institution or trust company
acting in its
fiduciary capacity, which, in the case of a state chartered
depository
institution or trust company, is subject to regulations regarding
fiduciary
funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), the long
term deposits or unsecured debt of which, or if it is the
wholly-owned
subsidiary of an entity the long-term deposits or unsecured
obligations of
which, are rated at least "Baa3" by Moody's and which has a
combined capital and
surplus of at least $50,000,000; or (iii) any 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, as
confirmed in
writing by each Rating Agency.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily
Guide or any
successor provisions covering the same subject matter in the case
of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property
is multifamily
property or (ii) the American Society for Testing and Materials in
the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged
Property is
not multifamily property.
"Environmental Technologies Intercreditor Agreement": The
Intercreditor Agreement Among Note Holders, dated as of June 29,
2006, by and
among Wachovia, as Senior Note A Holder, Caplease Debt Funding, LP,
as Junior
Note A Holder, and Caplease Debt Funding, LP, as Note B Holder,
relating to the
Environmental Technologies Whole Loan.
"Environmental Technologies Loan": That certain Mortgage Loan
which
is included in the Trust Fund (identified as loan number 85 on the
Mortgage Loan
Schedule).
"Environmental Technologies Subordinate Companion Loans": Those
certain mortgage loans, each evidenced by a note, which are not
assets of the
Trust Fund, both secured by the Mortgaged Property securing the
Environmental
Technologies Loan and subordinate in right of entitlement to the
Environmental
Technologies Loan.
"Environmental Technologies Whole Loan": The Environmental
Technologies Loan, collectively with the Environmental Technologies
Subordinate
Companion Loans.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended, and any regulations and administrative pronouncements
thereunder.
"ERISA Restricted Certificate": Any Class L, Class M, Class N,
Class
O, Class P, Class Q or Class S Certificate; provided that any such
Certificate
(a) will cease to be considered an ERISA Restricted Certificate and
(b) will
cease to be subject to the transfer restrictions related to ERISA
Restricted
Certificates contained in Section 5.02(c) if, as of the date of a
proposed
transfer of such Certificate, either (i) it is rated in one of the
four highest
generic ratings categories by a Rating Agency or (ii) relevant
provisions of
ERISA and the Code would permit transfer of such Certificate to a
Plan without
resulting in a non-exempt prohibited transaction.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground 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).
"Exchange Act": Securities Exchange Act of 1934, as amended.
"Exchange Certificate": The certificate necessary to exchange
an
interest in a Regulation S Global Certificate for an interest in a
Domestic
Global Certificate, which is in the form of Exhibit F-5 attached
hereto, or the
certificate necessary to exchange an interest in a Domestic Global
Certificate
for an interest in a Regulation S Global Certificate, which is in
the form of
Exhibit F-6, as applicable, hereto, in each case as described in
Section
5.02(e).
"Excluded Class": Any Class of Sequential Pay Certificates
other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates,
Class A-4 Certificates, Class A-PB Certificates, Class A-5
Certificates, Class
A-1A Certificates, Class A-M Certificates, Class A-MFL
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.
"Exemptions": Department of Labor Prohibited Transaction
Exemption
("PTE") 96-22, PTE 89-90, PTE 89-88 and PTE 90-29, each as amended
from time to
time, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation, or its successor
in
interest.
"FHLMC": Federal Home Loan Mortgage Corporation, or its successor
in
interest.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if
applicable, any
defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO
Property, as the case may be, that was purchased by either Mortgage
Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement or by
the Majority
Subordinate Certificateholder, the applicable Companion Holder or
the Special
Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h),
or by the
Master Servicer, the Special Servicer or the Majority
Subordinate
Certificateholder pursuant to Section 9.01) that there has been a
recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries
that the Special Servicer has determined, in accordance with the
Servicing
Standard, will be ultimately recoverable (or, in the case of the
LB-UBS 2007-C1
Serviced Mortgage Loan, a "Final Recovery Determination" as defined
in the
LB-UBS 2007-C1 Pooling and Servicing Agreement with respect to such
Mortgage
Loan).
"Fitch": Fitch, Inc., or its successor in interest. If neither
Fitch
nor any successor remains in existence, "Fitch" shall be deemed to
refer to such
other nationally recognized statistical rating agency or any other
comparable
Person designated by the Depositor, notice of which designation
shall be given
to the Trustee, the Master Servicer and the Special Servicer, and
specific
ratings of Fitch herein referenced shall be deemed to refer to the
equivalent
ratings of the party so designated.
"Five Times Square Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 2 on the
Mortgage Loan
Schedule).
"Five Times Square Pari Passu Companion Loans": The Five Times
Square Pari Passu Companion Loan #1, together with the Five Times
Square Pari
Passu Companion Loan #2.
"Five Times Square Pari Passu Companion Loan #1": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Five Times Square
Loan and pari
passu in right of entitlement with the Five Times Square Loan and
the Five Time
Square Pari Passu Companion Loan #2.
"Five Times Square Pari Passu Companion Loan #2": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Five Times Square
Loan and pari
passu in right of entitlement with the Five Times Square Loan and
the Five Time
Square Pari Passu Companion Loan #1.
"Five Times Square Loan Pari Passu Intercreditor Agreement":
The
Intercreditor and Servicing Agreement, dated as of February 10,
2007, by and
between Wachovia as Lead Lender, and Wachovia, as Co-Lender
relating to the Five
Times Square Whole Loan.
"Five Times Square Loan Whole Loan": The Five Times Square
Loan,
together with the Five Times Square Pari Passu Companion Loans.
"Five Times Square Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Five Times Square
Loan and
subordinate in right of entitlement to the Five Times Square
Loan.
"Fixed Amount": The "Fixed Amount" as defined in the Swap
Contract.
"Fixed Swap Payment": With respect to any Distribution Date,
the
Fixed Amount required to be paid to the Swap Counterparty by the
Trust Fund
under the Swap Contract.
"Floating Amount": The "Floating Amount" as defined in the Swap
Contract.
"Floating Swap Payment": With respect to any Distribution Date,
the
Floating Amount required to be paid to the Trust by the Swap
Counterparty under
the Swap Contract.
"Floating Rate Account": The trust account or accounts created
and
maintained as a separate account or accounts (or as a subaccount of
the
Distribution Account) by the Paying Agent pursuant to Section
3.04(g), which
shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
the
registered Holders of Wachovia Bank Commercial Mortgage Trust,
Commercial
Mortgage Pass Through Certificates, Series 2007-C30 Class A-MFL
Certificates,
Floating Rate Account," and which must be an Eligible Account (or a
subaccount
of an Eligible Account). The Floating Rate Account shall not be an
asset of
either REMIC I or REMIC II formed hereunder.
"FNMA": Federal National Mortgage Association, or any successor
in
interest.
"Form 8-K Disclosure Information": As defined in Section
8.17(j).
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related
REO Property
net of any related Liquidation Expenses, over (ii) the Purchase
Price for such
Mortgage Loan 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
Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee
in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30."
Any such account shall be an Eligible Account or a subaccount of an
Eligible
Account.
"Gateway Executive Center Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of January 10,
2007, by and
between Wachovia, as Lead Lender, and CBA-Mezzanine Capital
Finance, LLC, as
Co-Lender, relating to the Gateway Executive Center Whole Loan.
"Gateway Executive Center Loan": That certain Mortgage Loan which
is
included in the Trust Fund (identified as loan number 159 on the
Mortgage Loan
Schedule).
"Gateway Executive Center Subordinate Companion Loan": That
certain
Mortgage Loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Gateway Executive
Center Loan and
subordinate in right of entitlement to the Gateway Executive Center
Loan.
"Gateway Executive Center Whole Loan": The Gateway Executive
Center
Loan, together with the Gateway Executive Center Subordinate
Companion Loan.
"Global Certificates": The Certificates represented by the
Regulation S Global Certificates and/or the Domestic Global
Certificates.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J
of
the Code (including all Treasury Regulations thereunder) and
Treasury
Regulations Section 301.7701-4(c).
"Grantor Trusts": Collectively, the Additional Interest Grantor
Trust and the Class A-MFL Grantor Trust.
"Ground Lease": With
respect to any 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 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations 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.
"HUD-Approved Servicer": A servicer approved by the Secretary
of
Housing and Urban Development pursuant to Section 207 of the
National Housing
Act.
"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 Servicer, the Special Servicer, the Controlling
Class
Representative, the Trustee, any Companion Holder and any and all
Affiliates
thereof, (ii) does not have any direct financial interest in or any
material
indirect financial interest in any of the Depositor, the Mortgage
Loan Sellers,
the Master Servicer, the Special Servicer, the Controlling Class
Representative,
the Trustee, any Companion Holder or any Affiliate thereof, and
(iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master
Servicer,
the Controlling Class Representative, the Special Servicer, the
Trustee, any
Companion Holder or any Affiliate thereof as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, a Person shall not fail to be Independent of the
Depositor,
the Mortgage Loan Sellers, the Master Servicer, the Controlling
Class
Representative, the Special Servicer, the Trustee or any Affiliate
thereof
merely because such Person is the beneficial owner of 1% or less of
any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the
Master
Servicer, the Special Servicer, the Controlling Class
Representative, the
Trustee or any 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 years experience in the subject property
type and
market.
"Independent Contractor": Any Person that would be an
"independent
contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of
the Code if REMIC I were a real estate investment trust (except
that the
ownership test set forth in that section shall be considered to be
met by 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 delivered, at no
expense to the
Master Servicer, the Special Servicer, the Trustee or the Trust
Fund, to the
Trustee and the Master Servicer, so long as REMIC I does not
receive or derive
any income from such Person; provided that the relationship between
such Person
and REMIC I is at arm's length, all within the meaning of Treasury
Regulations
Section 1.856-4(b)(5)), or any other Person upon receipt by the
Trustee of an
Opinion of Counsel, which shall be at no expense to the Master
Servicer, the
Special Servicer, the Trustee or the Trust Fund, to the effect that
the taking
of any action in respect of any REO Property by such Person,
subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such REO Property to
cease to
qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of
the Code, or cause any income realized in respect of such REO
Property to fail
to qualify as Rents from Real Property as defined in Section 856(d)
of the Code.
"Initial Purchaser": Wachovia Capital Markets, LLC, or its
respective successors in interest, individually or collectively as
the context
requires.
"Institutional Accredited Investor": Institutional "accredited
investors" as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under
the Securities Act or any entity in which all the equity holders
fall within any
such subsections.
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"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.
"Insured Environmental Event": As defined in Section 3.08(c).
"Intercreditor Agreement": Each of the Peter Cooper Village
&
Stuyvesant Town Pari Passu Intercreditor Agreement, the Five Times
Square Pari
Passu Intercreditor Agreement, the State Street Financial Center
Pari Passu
Intercreditor Agreement, the 485 Lexington Avenue Pari Passu
Intercreditor
Agreement, the One Congress Street Intercreditor Agreement, the PNC
Corporate
Plaza Intercreditor Agreement, the Spring Mill Corporate Center
Intercreditor
Agreement, the Sealy Pool B Intercreditor Agreement, the Eastland
Center
Intercreditor Agreement, The Morgan Apartments Intercreditor
Agreement, the Tyco
International Building Intercreditor Agreement, the Time Warner
Building
Intercreditor Agreement, the Environmental Technologies
Intercreditor Agreement,
the Gateway Executive Center Intercreditor Agreement, the Sandy
Retail Center
Intercreditor Agreement and the Virginia Village Apartments
Intercreditor
Agreement, individually or collectively, as the context may
require.
"Interest Accrual Period": With respect to each Class of
Regular
Certificates (other than the Class A-MFL Certificates), REMIC I
Regular
Interests, Component or the Class A-MFL Regular Interest and 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 for purposes of calculating
interest on
the Regular Certificates, the REMIC I Regular Interests, the
Components or the
Class A-MFL Regular Interest. With respect to the Class A-MFL
Certificates,
interest shall be calculated on an Actual/360 Basis and, for any
Distribution
Date, shall be deemed to accrue during the period from and
including the
Distribution Date in the month preceding the month in which the
related
Distribution Date occurs (or, in the case of the first Distribution
Date, the
Closing Date) to but excluding the related Distribution Date;
provided, however,
that if a Class A-MFL Distribution Conversion has occurred, Accrued
Certificate
Interest with respect to the Class A-MFL Certificates shall be the
same as for
the Class A-MFL Regular Interest.
"Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust
for
Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as Trustee,
on behalf of and in trust for the registered holders of Wachovia
Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30".
"Interest Reserve Amount": With respect to each Interest
Reserve
Loan and each Distribution Date that occurs in February of each
year and in
January of each year that is not a leap year (unless, in either
case, the
related Distribution Date is the final Distribution Date), an
amount equal to
one day's interest at the related Mortgage Rate (without regard to
the second
proviso in the definition thereof) on the related Stated Principal
Balance as of
the Due Date in the month in which such Distribution Date occurs
(but prior to
the application of any amounts owed on such Due Date), to the
extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due
Date as of the
related P&I Advance Date.
"Interest Reserve Loan": Each Mortgage Loan that is an
Actual/360
Mortgage Loan.
"Interest Shortfall Account": As defined in Section 3.04(h).
"Interest Shortfall Amount": $0.
"Interested Person": The Depositor, any Mortgage Loan Seller,
the
Master Servicer, the Special Servicer, any Independent Contractor
hired by the
Special Servicer, any Holder of a Certificate, each Companion
Holder (but only
with respect to the related Co-Lender Loan) or any Affiliate of any
such Person.
"Internet Website": The Internet Websites maintained by the
Trustee
and, if applicable, the Master Servicer initially located at
"www.ctslink.com"
and "www.wachovia.com", respectively, or such other address as
provided to the
parties hereto from time to time.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations
promulgated
thereunder.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received 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
and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or
an Assumed
Scheduled Payment in respect of such Mortgage Loan or Companion
Loan due or
deemed due on a Due Date in a previous Collection Period, and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property during any Collection Period, whether as
Insurance
Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late
collections of the principal and/or interest portions of a
Scheduled Payment
(other than a Balloon Payment) or an Assumed Scheduled Payment in
respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in
respect of such
REO Loan due or deemed due on a Due Date in a previous Collection
Period and not
previously recovered.
"LB-UBS 2007-C1 Controlling Class Representative": The
"Controlling
Class Representative" as defined in the LB-UBS 2007-C1 Pooling and
Servicing
Agreement.
"LB-UBS 2007-C1 Depositor": As defined in the Preliminary
Statement.
"LB-UBS 2007-C1 Majority Subordinate Certificateholder": The
"Majority Subordinate Certificateholder" as defined in the LB-UBS
2007-C1
Pooling and Servicing Agreement.
"LB-UBS 2007-C1 Master Servicer": As defined in the Preliminary
Statement.
"LB-UBS 2007-C1 Mortgage Loan Purchase Agreement": The
"Mortgage
Loan Purchase Agreement" as defined in the LB-UBS 2007-C1 Pooling
and Servicing
Agreement.
"LB-UBS 2007-C1 Pooling and Servicing Agreement": As defined in
the
Preliminary Statement.
"LB-UBS 2007-C1 Serviced Mortgage Loan": The State Street
Financial
Center Loan.
"LB-UBS 2007-C1 Special Servicer": As defined in the
Preliminary
Statement.
"LB-UBS 2007-C1 Trust Fund": As defined in the Preliminary
Statement.
"LB-UBS 2007-C1 Trustee": As defined in the Preliminary
Statement.
"LIBOR": With respect to the Class A-MFL Certificates and each
Interest Accrual Period, the rate for deposits in U.S. Dollars, for
a period
equal to one month, which appears on the Dow Jones Market Service
(formerly
Telerate) Page 3750 as of 11:00 a.m., London time, on the related
LIBOR
Determination Date; provided, however, with respect to the initial
Interest
Accrual Period, LIBOR shall be determined by linear interpolation
between (i)
two-week LIBOR and (ii) one-month LIBOR. If such rate does not
appear on Dow
Jones Market Service Page 3750, the rate for that Interest Accrual
Period will
be determined on the basis of the rates at which deposits in U.S.
Dollars are
offered by any four major reference banks in the London interbank
market
selected by the Trustee to provide such bank's offered quotation of
such rates
at approximately 11:00 a.m., London time, on the related LIBOR
Determination
Date to prime banks in the London interbank market for a period of
one month,
commencing on the first day of such Interest Accrual Period and in
an amount
that is representative for a single such transaction in the
relevant market at
the relevant time. The Trustee will request the principal London
office of any
four major reference banks in the London interbank market selected
by the
Trustee to provide a quotation of such rates, as offered by each
such bank. If
at least two such quotations are provided, the rate for that
Interest Accrual
Period will be the arithmetic mean of the quotations. If fewer than
two
quotations are provided as requested, the rate for that Interest
Accrual Period
will be the arithmetic mean of the rates quoted by major banks in
New York City
selected by the Trustee, at approximately 11:00 a.m., New York City
time, on the
LIBOR Determination Date with respect to such Interest Accrual
Period for loans
in U.S. Dollars to leading European banks for a period equal to one
month,
commencing on the first day of the related Interest Accrual Period
with respect
to such Interest Accrual Period and in an amount that is
representative for a
single such transaction in the relevant market at the relevant
time. The Trustee
will determine LIBOR for each Interest Accrual Period and the
determination of
LIBOR by Trustee will be binding absent manifest error.
"LIBOR Determination Date": (i) with respect to the initial
Interest
Accrual Period, the date that is two LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is two LIBOR Business Days prior to the related Interest
Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to the
applicable
Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is
purchased by the
Majority Subordinate Certificateholder, the Companion Holders, the
mezzanine
lenders or the Special Servicer pursuant to Section 3.18(c),
3.18(d), 3.18(e) or
3.18(m), or by the Master Servicer, the Special Servicer or the
Majority
Subordinate Certificateholder pursuant to Section 9.01. With
respect to any REO
Property (and the related REO Loan), any of the following events:
(i) a Final
Recovery Determination is made with respect to such REO Property;
(ii) such REO
Property is purchased by the Master Servicer, the Special Servicer
or the
Majority Subordinate Certificateholder pursuant to Section 9.01; or
(iii) such
REO Property is purchased by the Companion Holder as described in
Section
3.18(d).
"Liquidation Fee": With respect to each Specially Serviced
Mortgage
Loan and REO Loan, the fee payable to the Special Servicer out of
certain
related recoveries pursuant to the third paragraph of Section
3.11(c).
"Liquidation Fee Rate": With respect to all amounts set forth in
the
third paragraph of Section 3.11(c), 1.00%, or with respect to the
Peter Cooper &
Stuyvesant Town Loan, the lesser of (i) 0.50% of any whole or
partial cash
payments of liquidation proceeds received in respect thereof, and
(ii)
$15,000,000.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the 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 Mortgage Loan,
through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Mortgagor in
accordance
with applicable law and the terms and conditions of the related
Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment
obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan
by the
Majority Subordinate Certificateholder, the related Companion
Holder, the
mezzanine lenders or the Special Servicer pursuant to Section
3.18(c), Section
3.18(d), Section 3.18(e) or Section 3.18(m); (v) the repurchase of
a Mortgage
Loan by a Mortgage Loan Seller pursuant to the applicable Mortgage
Loan Purchase
Agreement; (vi) the purchase of a Mortgage Loan or REO Property by
the Master
Servicer, the Special Servicer, or the Majority Subordinate
Certificateholder
pursuant to Section 9.01; (vii) the purchase of an REO Property by
the Companion
Holder pursuant to Section 3.18(d); or (viii) the remittance by the
applicable
Mortgage Loan Seller of amounts specified in Section 2.03(g).
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 1.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 2.
"Loan Pair": Collectively, any Co-Lender Loan and its related
Companion Loan(s).
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any
date of determination, a fraction, expressed as a percentage, the
numerator of
which is the then current principal amount of such Mortgage Loan,
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 Mortgage Loan until a date
specified in such
Mortgage Note, the period from the Closing Date until such
specified date.
"Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any
Holder which is
an Affiliate of the Depositor or the Mortgage Loan Seller) entitled
to greater
than 50% of the Voting Rights allocated to the Controlling Class;
provided,
however, if there is no single Holder of Certificates entitled to
greater than
50% of the Voting Rights allocated to such Class, then the Majority
Subordinate
Certificateholder shall be the single Holder of Certificates with
the largest
percentage of Voting Rights allocated to such Class. With respect
to determining
the Majority Subordinate Certificateholder, the Class A-1
Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates,
the Class A-PB Certificates, the Class A-5 Certificates and the
Class A-1A
Certificates shall be deemed to be a single Class of Certificates,
with such
Voting Rights allocated among the Holders of Certificates of such
Classes in
proportion to the respective Certificate Principal Balances of such
Certificates
as of such date of determination.
"Master Servicer": Wachovia Bank, National Association, its
successor in interest (including the Trustee as successor pursuant
to Section
7.02), or any successor master servicer appointed as herein
provided.
"Master Servicing Fee": With respect to each Mortgage Loan and
REO
Loan the fee payable to the Master Servicer pursuant to Section
3.11(a).
"Master Servicing Fee Rate": With respect to each Mortgage Loan
the
percentage set forth under the column "Master Servicing Fee Rate"
on the
Mortgage Loan Schedule.
"Material Core Documents": As defined in Section 2.03.
"Memorandum": As defined in the Mortgage Loan Purchase
Agreement.
"ML-CFC 2007-5 Pooling and Servicing Agreement": That certain
pooling and servicing agreement, dated as of March 1, 2007, by and
among Merrill
Lynch Mortgage Investors, Inc., as depositor, KeyCorp Real Estate
Capital
Markets, Inc., as master servicer, CWCapital Asset Management LLC,
as special
servicer (the "LB-UBS 2007-C1 Special Servicer"), LaSalle Bank
National
Association, as trustee, pursuant to which the ML-CFC Commercial
Mortgage Trust
2007-C5, Commercial Mortgage Pass Through Certificates, Series
2007-C5 were
issued and the trust fund was created.
"Money Term": With respect to any 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 Master Servicer and the Special
Servicer, and
specific ratings of Moody's herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"The Morgan Apartments Control Appraisal Period": The "Control
Appraisal Period" as that term is defined in The Morgan Apartments
Intercreditor
Agreement.
"The Morgan Apartments Intercreditor Agreement": The
Intercreditor
Agreement Among Note Holders, dated as of December 28, 2006 by and
between
Wachovia, as Lead Lender, and Wachovia, as Co-Lender, relating to
The Morgan
Apartments Whole Loan.
"The Morgan Apartments Loan": That certain Mortgage Loan which
is
included in the Trust Fund (identified as loan number 43 on the
Mortgage Loan
Schedule).
"The Morgan Apartments Subordinate Companion Loan": That
certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing The Morgan Apartments
Loan and
subordinate in right of entitlement to The Morgan Apartments
Loan.
"The Morgan Apartments Whole Loan": The Morgan Apartments Loan,
together with The Morgan Apartments Subordinate Companion Loan.
"Mortgage": With respect to any 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 Mortgage Loan
as
to which the Mortgage Rate has been reduced through a modification
and any
Distribution Date, the amount by which (a) interest accrued at such
reduced rate
is less than (b) the amount of interest that would have accrued on
such Mortgage
Loan at the Mortgage Rate before such reduction, to the extent such
amount has
been added to the outstanding principal balance of such Mortgage
Loan.
"Mortgage File": With respect to any Mortgage Loan, collectively
the
following documents:
(i) 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, N.A., as
trustee for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30", or in blank (or a lost note affidavit and
indemnity with a copy of such Mortgage Note attached thereto);
(ii) an original or 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 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), of (a) the
Mortgage,
(b) any related Assignment of Leases (if such item is a
document
separate from the Mortgage and to the extent not already
assigned
pursuant to preceding clause (a)) and (c) any other recorded
document relating to the Mortgage Loan otherwise included in
the
Mortgage File, in favor of "Wells Fargo Bank, N.A., as trustee
for
the registered holders of Wachovia Bank Commercial Mortgage
Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C30",
or
in blank;
(v) an original assignment of all unrecorded documents
relating to the Mortgage Loan (to the extent not already
assigned
pursuant to clause (iv) above), in favor of "Wells Fargo Bank,
N.A.,
as trustee for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption and substitution agreements in those instances where
the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the 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 marked version of the policy that has been
executed
by an authorized representative of the title company, a "pro
forma"
title policy, 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 satisfactory to the Trustee of any prior UCC
Financing Statements in favor of the originator of such
Mortgage
Loan or in favor of
any assignee prior to the Trustee (but only to
the extent the Mortgage Loan Seller had possession of such UCC
Financing Statements prior to the Closing Date) and, if there is
an
effective UCC Financing Statement and continuation statement in
favor of the Mortgage Loan Seller on record with the applicable
public office for UCC Financing Statements, an original UCC
Amendment, in form suitable for filing in favor of "Wells Fargo
Bank, N.A., as trustee for the registered holders of Wachovia
Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C30, as assignee", or in blank;
(ix) an original or copy of (A) any Ground Lease, memorandum
of ground lease and ground lessor estoppel, and (B) any loan
guaranty or indemnity and (C) any environmental insurance
policy;
(x) any intercreditor agreement relating to permitted debt
(including, without limitation, mezzanine debt) of the
Mortgagor;
(xi) copies of any loan agreement, escrow agreement or
security agreement relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer
documents relating to such Mortgage Loan;
(xiii) copies of any management agreements and applicable
transfer or assignment documents;
(xiv)
copies of any cash management agreements and applicable
transfer or assignment documents;
(xv) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and applicable
transfer
or assignment documents; and
(xvi) with respect to any Companion Loan, all of the above
documents with respect to such Companion Loan and the related
Intercreditor Agreement; provided that a copy of each Mortgage
Note
relating to such Companion Loan, rather than the original, shall
be
provided, and no assignments shall be provided;
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 (vi) and (ix) through and including (xv) of
this
definition, shall be deemed to include only such documents to the
extent the
Trustee or Custodian has actual knowledge of their existence.
Notwithstanding the foregoing, with respect to the LB-UBS
2007-C1
Serviced Mortgage Loan, the "Mortgage File" will consist of the
original note
(or lost note affidavit, if applicable) specified in clause (i)
above, and a
photocopy of each additional document in the Mortgage File held by
the LB-UBS
2007-C1 Trustee.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trust Fund pursuant to Section 2.01 and listed on the
Mortgage Loan
Schedule and from time to time held in the Trust Fund. As used
herein, the term
"Mortgage Loan" includes the related Mortgage Note, Mortgage, and
other security
documents contained in the related Mortgage File. Unless otherwise
indicated, as
used in this Agreement, the term "Mortgage Loan" does not include
any Companion
Loan.
"Mortgage Loan Purchase Agreement": Each of the Wachovia
Mortgage
Loan Purchase Agreement, the Artesia Mortgage Loan Purchase
Agreement and the
Column Mortgage Loan Purchase Agreement, individually or
collectively, as the
context may require.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of REMIC I, attached hereto
as Exhibit B
and in a computer readable format. Such list shall set forth the
following
information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, 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;
(v) the original Mortgage Rate;
(vi) the (A) original term to stated maturity, (B) remaining
term to stated maturity and (C) the Stated Maturity Date and, in
the
case of an ARD Loan, the Anticipated Repayment Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the original and remaining amortization term;
(ix) whether the Mortgage Loan is secured by a Ground Lease;
(x) the Master Servicing Fee Rate;
(xi) whether such Mortgage Loan is an ARD Loan and if so the
Anticipated Repayment Date and Additional Interest Rate for such
ARD
Loan;
(xii) the related Mortgage Loan Seller;
(xiii)
whether such Mortgage Loan is insured by an
environmental policy;
(xiv) whether such Mortgage Loan is cross-defaulted or
cross-collateralized with any other Mortgage Loan;
(xv) whether such Mortgage Loan is a Defeasance Loan;
(xvi) whether the Mortgage Loan is secured by a letter of
credit;
(xvii) whether such Mortgage Loan is an Interest Reserve Loan;
(xviii) whether payments on such Mortgage Loan are made to a
lock-box;
(xix) the amount of any Reserve Funds escrowed in respect of
each Mortgage Loan;
(xx) the number of units or square feet related to the
Mortgaged Property;
(xxi) the number of grace days after the Due Date until
Periodic Payments incur late payment charges; and
(xxii) the applicable Loan Group to which such Mortgage Loan
belongs.
"Mortgage Loan Seller": Each of Wachovia, Artesia and Column, as
the
context may require, or their respective successors in interest,
individually or
collectively as the context may require.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto, or any renewal,
substitution or
replacement of such note.
"Mortgage Pool": Collectively, all of the Mortgage Loans and
any
successor REO Loans.
"Mortgage Rate": With respect to (i) any 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 Mortgage Loan from time to time in
accordance with
the related Mortgage Note and applicable law; (ii) any 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; and
(iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as
applicable, above determined as if the predecessor Mortgage Loan
had remained
outstanding; provided, however, if any Mortgage Loan does not
accrue interest on
the basis of a 360-day year consisting of twelve 30-day months,
then, solely for
purposes of calculating the Pass-Through Rates, the Mortgage Rate
of such
Mortgage Loan for any one-month period preceding a related Due Date
will be the
annualized rate at which interest would have to accrue in respect
of such
Mortgage Loan on the basis of a 360-day year consisting of twelve
30-day months
in order to produce the aggregate amount of interest actually
accrued (exclusive
of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan
during such one-month period at the related Mortgage Rate;
provided, however,
solely for the purposes of calculating the Pass-Through Rates, with
respect to
each Interest Reserve Loan, the Mortgage Rate for the one-month
period (A)
preceding the Due Dates that occur in January and February in any
year which is
not a leap year or preceding the Due Date that occurs in February
in any year
which is a leap year will be determined exclusive of the Interest
Reserve
Amounts for such months (in either case, unless such Due Date
occurs in a
January or February in which the final Distribution Date occurs),
and (B)
preceding the Due Date in March, and in the event the final
Distribution Date
occurs in February, preceding the Due Date in such February, will
be determined
inclusive of the Interest Reserve Amounts for the immediately
preceding February
and, if applicable, January; provided, further, if the Mortgage
Rate of the
related Mortgage Loan has been modified in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to
Section 3.20,
solely for purposes of calculating the Pass-Through Rate, the
Mortgage Rate for
such Mortgage Loan shall be calculated without regard to such
event.
"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 the
receipt of
Principal Prepayments on the Mortgage Loans during the related
Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the
Certificate Account for such Distribution Date pursuant to Section
3.19(a) in
connection with such Prepayment Interest Shortfalls on the Mortgage
Loans. For
purposes of calculating the Prepayment Interest Shortfall with
respect to the
LB-UBS 2007-C1 Serviced Mortgage Loan, Prepayment Interest
Shortfalls will be
allocated in accordance with the LB-UBS 2007-C1 Pooling and
Servicing Agreement
and the related Intercreditor Agreement. The portion of such
shortfall allocated
to the LB-UBS 2007-C1 Serviced Mortgage Loan, net of amounts
payable to the
LB-UBS 2007-C1 Master Servicer, will be included in the Net
Aggregate Prepayment
Interest Shortfall. For purposes of calculating the Prepayment
Interest
Shortfall with respect to the Peter Cooper Village & Stuyvesant
Town Loan in the
event the Peter Cooper Village & Stuyvesant Town Future Pari
Passu Companion
Loan is advanced, Prepayment Interest Shortfalls will be allocated
pro rata
between the Peter Cooper Village & Stuyvesant Town Loan, the
Peter Cooper
Village & Stuyvesant Town Pari Passu Companion Loans and the
Peter Cooper
Village & Stuyvesant Town Future Pari Passu Companion Loan. The
portion of such
shortfall allocated to the Peter Cooper Village & Stuyvesant
Town Loan, net of
amounts payable to the Master Servicer, will be included in the Net
Aggregate
Prepayment Interest Shortfall. For purposes of calculating the
Prepayment
Interest Shortfall with respect to the Co-Lender Loans (other than
the Peter
Cooper Village & Stuyvesant Town Loan, if applicable, and the
LB-UBS 2007-C1
Serviced Mortgage Loan), Prepayment Interest Shortfalls will be
allocated,
first, to the promissory note evidencing the related Subordinate
Companion
Loans, if any, and second, to the promissory note evidencing the
related
Co-Lender Loan. The portion of such shortfall allocated to the
Co-Lender Loans
(other than the Peter Cooper Village & Stuyvesant Town Loan, if
applicable, and
the LB-UBS 2007-C1 Serviced Mortgage Loan), net of amounts payable
to the Master
Servicer, will be included in the Net Aggregate Prepayment Interest
Shortfall.
"Net Investment Earnings": With respect to (i) the Certificate
Account, any Servicing Account, any Special Reserve Account, any
Reserve Account
or the REO Account (if any) for any Collection Period and (ii) the
Distribution
Account, the Interest Reserve Account, the Additional Interest
Account, the
Floating Rate Account and the Companion Distribution Account (if
any) for the
related Distribution Date, the amount, if any, by which the
aggregate of all
interest and other income realized during such Collection Period
with respect to
the accounts described in clause (i) above and as of such related
Distribution
Date with respect to the accounts described in clause (ii) above on
funds held
in such accounts, exceeds the aggregate of all losses, if any,
incurred during
such Collection Period with respect to the accounts described in
clause (i)
above and as of such related Distribution Date with respect to 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) the Certificate
Account,
any Servicing Account, any Special Reserve Account, any Reserve
Account or the
REO Account (if any) for any Collection Period and (ii) the
Distribution
Account, the Interest Reserve Account, the Additional Interest
Account, the
Floating Rate Account and the Companion Distribution Account (if
any) for the
related Distribution Date, the amount by which the aggregate of all
losses, if
any, incurred during such Collection Period with respect to the
accounts
described in clause (i) above and as of such related Distribution
Date with
respect to the accounts described in clause (ii) above in
connection with the
investment of funds held in such accounts in accordance with
Section 3.06,
exceeds the aggregate of all interest and other income realized
during such
Collection Period with respect to the accounts described in clause
(i) above and
as of such related Distribution Date with respect to the accounts
described in
clause (ii) above on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or any
REO
Loan, as of any date of determination, a rate per annum equal to
the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the
applicable Master
Servicing Fee Rate.
"Net Operating Income" or "NOI": As defined in and determined
in
accordance with the provisions of Exhibit E attached hereto.
"Net Swap Payment": With respect to the related Interest
Accrual
Period, the excess, if any of (i) the Fixed Swap Payment over (ii)
the Floating
Swap Payment.
"Net Swap Receipt": With respect to the related Interest
Accrual
Period, the excess, if any of (i) the Floating Swap Payment over
(ii) the Fixed
Swap Payment.
"New Lease": Any lease of REO Property (other than with respect
to
the LB-UBS 2007-C1 Serviced Mortgage Loan under the LB-UBS 2007-C1
Pooling and
Servicing Agreement) entered into at the direction of the Special
Servicer on
behalf of REMIC I, including any lease renewed, modified or
extended on behalf
of such REMIC if the Special Servicer has the right to renegotiate
the terms of
such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided that Workout-Delayed
Reimbursement
Amounts shall constitute a Nonrecoverable Advance only when the
Person making
such determination in accordance with the procedures specified in
the definition
of Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, as
applicable, and taking into account factors such as all other
outstanding
Advances, either (a) has determined in accordance with the
Servicing Standard or
the standards applicable to the Trustee as set forth in the
definitions of
"Nonrecoverable P&I Advance" and "Nonrecoverable Servicing
Advance" that such
Workout-Delayed Reimbursement Amounts would not ultimately be
recoverable from
Late Collections, Insurance Proceeds or Liquidation Proceeds, or
any other
recovery on or in respect of the related Mortgage Loan or REO Loan
or (b) has
determined in accordance with the Servicing Standard or such other
applicable
standard that such Workout-Delayed Reimbursement Amounts, along
with any other
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances,
would not
ultimately be recoverable from the portion of Late Collections,
Insurance
Proceeds or Liquidation Proceeds in respect of the pool of the
Mortgage Loans or
REO Loans allocable to principal, or any other recovery on or in
respect of the
pool of Mortgage Loans or REO Loans allocable to principal.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of any Mortgage Loan, any Pari Passu
Companion
Loan (other than the State Street Financial Center Pari Passu
Companion Loan) or
any REO Loan by the Master Servicer or the Trustee, as the case may
be, that, as
determined by the Master Servicer, the Special Servicer or the
Trustee, as
applicable, in accordance with the Servicing Standard (in the case
of the Master
Servicer or the Special Servicer), or the standard of care set
forth in Section
8.01(a) (with respect to the Trustee), as applicable, with respect
to such P&I
Advance will not be ultimately recoverable from Late Collections,
Insurance
Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such
Mortgage Loan, Pari Passu Companion Loan or REO Loan; provided that
the Master
Servicer will be permitted to conclusively rely upon any such
nonrecoverability
determination made by the Special Servicer.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan
or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee,
as the case
may be (or, in the case of the LB-UBS 2007-C1 Serviced Mortgage
Loan, made by
the LB-UBS 2007-C1 Master Servicer), that, as determined by the
Master Servicer,
the Special Servicer, the Trustee or the LB-UBS 2007-C1 Master
Servicer, as
applicable, in accordance with the Servicing Standard (in the case
of the Master
Servicer or the Special Servicer), the "Servicing Standard" as
defined in the
LB-UBS 2007-C1 Pooling and Servicing Agreement (in the case of the
LB-UBS
2007-C1 Master Servicer), the standard of care set forth in Section
8.01(a)
(with respect to the Trustee), as applicable, will not be
ultimately recoverable
from Late Collections, Insurance Proceeds, Liquidation Proceeds, or
any other
recovery on or in respect of such Mortgage Loan, Companion Loan,
REO Property or
LB-UBS 2007-C1 Serviced Mortgage Loan, as applicable; provided that
the Master
Servicer will be permitted to conclusively rely upon any such
nonrecoverability
determination made by the Special Servicer.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class A-MFL, Class X-P, Class X-C, Class X-W,
Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class
S, Class Z, Class R-I or Class R-II Certificate.
"Non-Serviced Companion Loan": The State Street Financial
Center
Pari Passu Companion Loan.
"Non-United States Person": Any Person other than a United
States
Person.
"Notional Amount": The Class X-P Notional Amount, Class X-C
Notional
Amount or Class X-W Notional Amount, as applicable.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer, as the case may be,
or by a
Responsible Officer of the Trustee.
"One Congress Street Intercreditor Agreement": The
Intercreditor
Agreement Among Note Holders, dated as of March 28, 2007, by and
between Artesia
Mortgage Capital Corporation, as Lead Lender, and Artesia Mortgage
Capital
Corporation, as Co-Lender, relating to the One Congress Street
Whole Loan.
"One Congress Street Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 7 on the
Mortgage Loan
Schedule).
"One Congress Street Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the One Congress Street
Loan and
subordinate in right of entitlement to the One Congress Street
Loan.
"One Congress Street Whole Loan": The One Congress Street Loan,
together with the One Congress Street Subordinate Companion
Loan.
"Opinion of Counsel": A written opinion of counsel (which
counsel
may be a salaried counsel for the Depositor, the Master Servicer or
the Special
Servicer) acceptable to and delivered to the Trustee or the Master
Servicer, as
the case may be, except that any opinion of counsel relating to (a)
the
qualification of REMIC I or REMIC II as a REMIC; (b) the
qualification of the
Additional Interest Grantor Trust or the Class A-MFL Grantor Trust
as a grantor
trust; (c) compliance with the REMIC Provisions or the Grantor
Trust Provisions
or (d) the resignation of the 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 Servicer, the Special Servicer or the Depositor, as
applicable.
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class
of
Sequential Pay Certificates and the Class A-MFL Regular Interest,
the Original
Class Principal Balance thereof as of the Closing Date, in each
case as
specified in the Preliminary Statement.
"Original Class X-C Notional Amount": $1,975,874,684.
"Original Class X-P Notional Amount": $1,912,455,500.
"Original Class X-W Notional Amount": $5,927,624,052.
"Original Notional Amount": The Original Class X-P Notional
Amount,
the Original Class X-C Notional Amount or Class X-W Notional
Amount, as the
context requires.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer or the Trustee pursuant to Section 4.03(a)
and (b), as
applicable.
"P&I Advance Date": The Business Day immediately preceding
each
Distribution Date.
"Pari Passu
Companion Loans": The Peter Cooper Village & Stuyvesant
Town Pari Passu Companion Loans, the Peter Cooper Village &
Stuyvesant Town
Future Pari Passu Companion Loan, if advanced, the Five Times
Square Pari Passu
Companion Loans, the State Street Financial Center Pari Passu
Companion Loan and
the 485 Lexington Avenue Pari Passu Companion Loan.
"Pari Passu Mortgage Loans": The Peter Cooper Village &
Stuyvesant
Town Loan, the Five Times Square Loan, the State Street Financial
Center Loan
and the 485 Lexington Avenue Loan.
"Pass-Through Rate": With respect to:
(i) the Class A-1 Certificates for any Distribution Date,
5.031% per annum;
(ii) the Class A-2 Certificates for any Distribution Date,
5.167% per annum;
(iii) the Class A-3 Certificates for any Distribution Date,
5.246% per annum;
(iv) the Class A-4 Certificates for any Distribution Date,
5.305% per annum;
(v) the Class A-PB Certificates for any Distribution Date,
5.294% per annum;
(vi) the Class A-5 Certificates for any Distribution Date,
5.342% per annum;
(vii) the Class A-1A Certificates for any Distribution Date,
the lesser of (1) 5.334% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(viii) the Class A-M Certificates for any Distribution Date,
5.383% per annum;
(ix) the Class A-MFL Certificates (A) for any Distribution
Date on which a Class A-MFL Distribution Conversion has not
occurred
and is not continuing, a per annum rate equal to LIBOR plus
0.20%
and (B) for any Distribution Date on which a Class A-MFL
Distribution Conversion has occurred and is continuing, 5.313%
per
annum;
(x) the Class A-MFL Regular Interest for any Distribution
Date, 5.313% per annum;
(xi) the Class A-J Certificates for any Distribution Date, the
lesser of (1) 5.413% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xii) the Class B Certificates for any Distribution Date, the
lesser of (1) 5.463% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xiii) the Class C Certificates for any Distribution Date, the
lesser of (1) 5.483% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xiv) the Class D Certificates for any Distribution Date, the
lesser of (1) 5.513% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xv) the Class E Certificates for any Distribution Date, the
lesser of (1) 5.553% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xvi) the Class F Certificates for any Distribution Date, the
lesser of (1) 5.603% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xvii) the Class G Certificates for any Distribution Date, the
lesser of (1) 5.682% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xviii) the Class H Certificates for any Distribution Date,
the Weighted Average Net Mortgage Rate for such date;
(xix) the Class J Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xx) the Class K Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xxi) the Class L Certificates for any Distribution Date, the
lesser of (1) 5.014% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxii) the Class M Certificates for any Distribution Date, the
lesser of (1) 5.014% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxiii) the Class N Certificates for any Distribution Date,
the lesser of (1) 5.014% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xxiv) the Class O Certificates for any Distribution Date, the
lesser of (1) 5.014% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxv) the Class P Certificates for any Distribution Date, the
lesser of (1) 5.014% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxvi) the Class Q Certificates for any Distribution Date, the
lesser of (1) 5.014% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxvii) the Class S Certificates for any Distribution Date,
the lesser of (1) 5.014% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xxviii) the Class X-C Certificates (1) for the initial
Distribution Date,
0.060% per annum, and (2) for any subsequent
Distribution Date, the weighted average of the Class X-C Strip
Rates
for the respective Class X-C Components for such Distribution
Date
(weighted on the basis of the respective Component Notional
Amounts
of such Components outstanding immediately prior to such
Distribution Date); provided, however, the Pass-Through Rate
applicable to the Class X-C Certificates, in no circumstance
shall
be less than zero;
(xxix) the Class X-P Certificates for the initial Distribution
Date, 0.627% per annum, and for any subsequent Distribution
Date,
the weighted average of the Class X-P Strip Rates for the
respective
Class X-P Components for such Distribution Date (weighted on
the
basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution
Date);
provided, however, the Pass-Through Rate applicable to the Class
X-P
Certificates, in no circumstance shall be less than zero; and
(xxx) the Class X-W Certificates for the initial Distribution
Date, 0.667% per annum, and for any subsequent Distribution
Date,
the weighted average of the Class X-W Strip Rates for the
respective
Class X-W Components for such Distribution Date (weighted on
the
basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution
Date);
provided, however, the Pass-Through Rate applicable to the Class
X-W
Certificates, in no circumstance shall be less than zero.
"Paying Agent": The paying agent appointed pursuant to Section
8.16.
If no such paying agent has been appointed or if such paying agent
has been so
appointed but the Trustee has terminated such appointment, then the
Trustee
shall be the Paying Agent.
"Penalty Interest": With respect to any Mortgage Loan or
Companion
Loan (or successor REO Loan), 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 Mortgage Loan or
Companion Loan
(or successor REO Loan) accrued at the related Mortgage Rate.
"Percentage Interest": With respect to any Regular Certificate
or
the Class A-MFL Certificates, 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 Notional Amount, as the case may be, of the relevant
Class. With
respect to a Residual Certificate or Class Z Certificate, the
percentage
interest in distributions to be made with respect to the relevant
Class, as
stated on the face of such Certificate.
"Periodic Payment": With respect to any Mortgage Loan or
Companion
Loan as of any Due Date, the scheduled payment of principal and/or
interest on
such Mortgage Loan or Companion Loan (exclusive of Additional
Interest),
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
the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America 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 of
America.
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.
Interest
may either be fixed or variable. If such interest is variable,
interest must be tied to a single interest rate index plus a
single
fixed spread (if any), and move proportionately with that
index;
(ii) repurchase obligations with respect to any security
described in clause (i) 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 rating categories of each of Fitch,
Moody's
and S&P or such lower rating as will not result in
qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies.
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;
(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 of America or any state
thereof
(having original maturities of not more than 365 days), the
short
term obligations of which are rated in the highest rating
categories
of each of Fitch, Moody's and S&P or such lower rating as will
not
result in qualification, downgrading or withdrawal of the
ratings
then assigned to the Certificates, as evidenced in writing by
the
Rating Agencies. In addition, its terms should 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;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States of America or any state thereof (or if not so
incorporated, the commercial paper is United States Dollar
denominated and amounts payable thereunder are not subject to
any
withholding imposed by any non-United States jurisdiction) which
is
rated in the highest rating category of each of Fitch, Moody's
and
S&P or such lower rating as will not result in
qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies.
The
commercial paper by its terms must have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary or change.
Interest may either be fixed or variable. If such interest is
variable, interest must be tied to a single interest rate index
plus
a single fixed spread (if any), and move proportionately with
that
index;
(v) units of money market funds that maintain a constant asset
value and which, if rated, are rated in the highest applicable
rating category by Fitch and Moody's and which are rated "AAAm"
or
"AAAm G" by S&P (or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then
assigned to the Certificates, as evidenced in writing by the
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 Rating Agency, evidence of which
acceptability shall be provided in writing by each Rating Agency
to
the Master Servicer, the Special Servicer and the Trustee;
provided,
however, in no event shall such other obligation or security be
rated less than "AA+/F1", "Aa3/P+" or "AA/A-1" by Fitch, Moody's
or
S&P, respectively;
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.
"Permitted Transferee": Any Transferee of a Residual
Certificate
other than a (i) Disqualified Organization, (ii) a Plan, (iii) a
Disqualified
Non-United States Person, (iv) a United States Person treated as a
partnership
for federal income tax purposes, any partner of which, directly or
indirectly
(except through a U.S. corporation), is (or is permitted under the
related
partnership agreement to be) a Disqualified Non-United States
Person, or (v) a
United States Person with respect to whom income on the Residual
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
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.
"Peter Cooper Village & Stuyvesant Town Loan": That certain
Mortgage
Loan which is included in the Trust Fund (identified as loan number
1 on the
Mortgage Loan Schedule).
"Peter Cooper Village & Stuyvesant Town Future Pari Passu
Loan":
That certain pari passu mortgage loan, if entered into between the
related
Borrower and a lender in accordance with the terms of the related
Mortgage Loan
documents; provided however, this shall not include any mezzanine
debt permitted
in the future under the related Mortgage Loan documents.
"Peter Cooper Village & Stuyvesant Town Pari Passu A-2
Companion
Loan": That certain mortgage loan evidenced by a note, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of
entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu A-3
Companion
Loan": That certain mortgage loan evidenced by a note, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of
entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu A-4
Companion
Loan": That certain mortgage loan evidenced by a note, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of
entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu A-5
Companion
Loan": That certain mortgage loan evidenced by a note, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of
entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu A-6
Companion
Loan": That certain mortgage loan evidenced by a note, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of
entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu
Intercreditor
Agreement": The Intercreditor and Servicing Agreement, dated as of
November 17,
2006, by and between Wachovia, as Lead Lender, Wachovia, as A-2
Lender,
Wachovia, as A-3 Lender, Wachovia, as A-4 Lender, Merrill Lynch
Mortgage
Lending, Inc., as A-5 Lender, and Merrill Lynch Mortgage Lending,
Inc., as A-6
Lender, relating to the Peter Cooper Village & Stuyvesant Town
Whole Loan.
"Peter Cooper Village & Stuyvesant Town Pari Passu Companion
Loans":
Collectively, the Peter Cooper Village & Stuyvesant Town Pari
Passu A-2
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari
Passu A-3
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari
Passu A-4
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari
Passu A-5
Companion Loan and the Peter Cooper Village & Stuyvesant Town
Pari Passu A-6
Companion Loan.
"Peter Cooper Village & Stuyvesant Town Whole Loan": The
Peter
Cooper Village & Stuyvesant Town Loan, together with the Peter
Cooper Village &
Stuyvesant Town Pari Passu Companion Loans and the Peter Cooper
Village &
Stuyvesant Town Future Pari Passu Loan if advanced.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Certificateholder": As to any taxable year
of
(i) REMIC I or (ii) REMIC II, the Holder of Certificates holding
the largest
Percentage Interest of the related Class of Residual
Certificates.
"PNC Corporate Plaza Control Appraisal Period": The "Control
Appraisal Period" as that term is defined in the PNC Corporate
Plaza
Intercreditor Agreement.
"PNC Corporate Plaza Intercreditor Agreement": The
Intercreditor
Agreement Among Note Holders, dated as of March 3, 2007 by and
between Wachovia,
as Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to the
PNC Corporate
Plaza Whole Loan.
"PNC Corporate Plaza Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 14 on the
Mortgage Loan
Schedule).
"PNC Corporate Plaza Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the PNC Corporate Plaza
Loan and
subordinate in right of entitlement to the PNC Corporate Plaza
Loan.
"PNC Corporate Plaza Whole Loan": The PNC Corporate Plaza Loan,
together with the PNC Corporate Plaza Subordinate Companion
Loan.
"Preliminary Memorandum": As defined in the Mortgage Loan
Purchase
Agreement.
"Preliminary Prospectus Supplement": As defined in the Mortgage
Loan
Purchase Agreement.
"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 Loan is repaid
on its
Anticipated Repayment Date.
"Prepayment Interest Excess": With respect to any 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 Mortgage
Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount
of interest
(net of the related Master Servicing Fee and, if applicable, the
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 Mortgage Loan, to the extent collected
(exclusive of any
related Prepayment Premium or Yield Maintenance Charge actually
collected).
"Prepayment Interest Shortfall": With respect to any 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
Mortgage Loan
prior to such 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 at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
the day immediately preceding such Due Date, inclusive.
"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.
"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 the
Master Servicer shall select an equivalent publication that
publishes such
"prime rate"; and if such "prime rate" is no longer generally
published or is
limited, regulated or administered by a governmental or
quasi-governmental body,
then the Master Servicer shall select a comparable interest rate
index. In
either case, such selection shall be made by the Master Servicer in
its
reasonable discretion and the Master Servicer shall notify the
Trustee and the
Special Servicer in writing of its selection.
"Principal Distribution Amount": With respect to any
Distribution
Date, the aggregate of the following:
(a) the aggregate of the principal portions of all Scheduled
Payments
(other than Balloon Payments) and any Assumed Scheduled
Payments
due or
deemed due in respect of the Mortgage Loans for their
respective
Due Dates
occurring during the related Collection Period, to the extent
not
previously received or advanced with respect to a Distribution
Date
prior to
the related Collection Period;
(b) the aggregate of all Principal Prepayments received on the
Mortgage
Loans during the related Collection Period;
(c) with respect to any 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 during the related Collection Period
(including
any Balloon Payment), in each case net of any portion of such
payment
that represents a recovery of the principal portion of any
Scheduled
Payment (other than a Balloon Payment) due, or the principal
portion of
any Assumed Scheduled Payment deemed due, in respect of such
Mortgage
Loan on a Due Date during or prior to the related Collection
Period and
not previously recovered;
(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 on the
related
Mortgage
Loans during the related Collection Period and that were
identified
and applied by the Master Servicer and/or Special Servicer as
recoveries
of principal of such Mortgage Loans, in each case net of any
portion of
such amounts that represents a recovery of the principal
portion of
any Scheduled Payment (other than a Balloon Payment) due, or of
the
principal portion of any Assumed Scheduled Payment deemed due,
in
respect of
the related Mortgage Loan on a Due Date during or prior to the
related
Collection Period and not previously recovered;
(e) with respect to any REO Properties, the aggregate of the
principal
portions of all Assumed Scheduled Payments deemed due in
respect
of the
related REO Loans for their respective Due Dates occurring
during
the
related Collection Period;
(f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that
were
received
during the related Collection Period on such REO Properties and
that were
identified and applied by the Master Servicer and/or Special
Servicer
as recoveries of principal of the related REO Loans, in each
case
net of any
portion of such amounts that represents a recovery of the
principal
portion of any Scheduled Payment (other than a Balloon Payment)
due, or of
the principal portion of any Assumed Scheduled Payment deemed
due, in
respect of the related REO Loan or the predecessor Mortgage
Loan
on a Due
Date during or prior to the related Collection Period and not
previously
recovered;
(g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal
Distribution
Amount for
the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Sequential Pay Certificates
on such
immediately preceding Distribution Date pursuant to Section
4.01;
(h) any amounts that were used to reimburse Nonrecoverable
Advances
(including
interest on such Nonrecoverable Advances) from principal
collections on the Mortgage Loans pursuant to Section 3.05(a)
hereof which
are
subsequently recovered on the related Mortgage Loan with respect
to
the
Distribution Date related to the period in which such recovery
occurs;
(i) any amounts that were used to reimburse Workout-Delayed
Reimbursement Amounts (including interest on such
Workout-Delayed
Reimbursement Amounts) from principal collections on the Mortgage
Loans
pursuant
to Section 3.05(a) hereof which are subsequently recovered on
the
related
Mortgage Loan with respect to the Distribution Date related to
the
period in
which such recovery occurs; less
(j) the amount of any reimbursements of (i) Nonrecoverable
Advances
(including
interest on such Nonrecoverable Advances) that are paid or
reimbursed
from principal collections on the Mortgage Loans pursuant to
Section
3.05(a) hereof with respect to such Distribution Date and (ii)
Workout-Delayed Reimbursement Amounts (including interest on
such
Workout-Delayed Reimbursement Amounts) that are paid or reimbursed
from
principal
collections on the Mortgage Loans pursuant to Section 3.05(a)
hereof
with respect to such Distribution Date, in each case where such
principal
collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan or Companion Loan that is received in
advance of
its scheduled Due Date; provided that it shall not include a
payment of
principal that is accompanied by an amount of interest representing
scheduled
interest due on any date or dates in any month or months subsequent
to the month
of prepayment.
"Privileged Person": Any Certificateholder, Certificate Owner,
any
Person identified to the Trustee or the Master Servicer, as
applicable, as a
prospective transferee of a Certificate or interest therein, any
Rating Agency,
any Mortgage Loan Seller, any Companion Holders, any party hereto,
any
Underwriter or any designee of the Depositor; provided that no
Certificate Owner
or prospective transferee of a Certificate or interest therein
shall be
considered a "Privileged Person" or be entitled to a password or
restricted
access as contemplated by Section 3.15 or Section 4.02 unless such
Person has
delivered to the Trustee or the Master Servicer, as applicable, a
certification
in the form of Exhibit K-1 or Exhibit K-2, as applicable which
certification is
available on the Trustee's Internet Website.
"Prohibited Party": Any party, in the case of the Master
Servicer,
the Special Servicer or the Trustee, that is listed on the
Depositor's Do Not
Hire List.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated October 19, 2006, as
supplemented
by the Prospectus Supplement, relating to the Registered
Certificates.
"Prospectus Supplement": The final prospectus supplement, dated
March 14, 2007 of the Depositor relating to the registration of the
Registered
Certificates under the Securities Act.
"PTE 95-60": As defined in Section 5.02(c).
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Mortgage Loan or REO Loan
to
be purchased by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan
Purchase Agreement, by the Majority Subordinate Certificateholder,
the Companion
Holder or the Special Servicer as described in Section 3.18(c),
3.18(d) or
3.18(e), or by the Depositor, the Special Servicer, the Majority
Subordinate
Certificateholder or the Master Servicer pursuant to Section 9.01,
a cash price
equal to the outstanding principal balance of such Mortgage Loan or
REO Loan, as
of the date of purchase, together with (a) all accrued and unpaid
interest on
such Mortgage Loan or REO Loan at the related Mortgage Rate to but
not including
the Due Date in the Collection Period of purchase plus any accrued
interest on
P&I Advances made with respect to such Mortgage Loan, (b) all
related and
unreimbursed Servicing Advances plus any accrued and unpaid
interest thereon,
(c) any reasonable costs and expenses, including, but not limited
to, the cost
of any enforcement action, incurred by the Master Servicer, the
Special Servicer
or the Trust Fund in connection with any such purchase by a
Mortgage Loan Seller
(to the extent not included in clause (b) above) and (d) any other
Additional
Trust Fund Expenses in respect of such Mortgage Loan (including any
Additional
Trust Fund Expenses previously reimbursed or paid by the Trust Fund
but not so
reimbursed by the related Mortgagor or other party or from
Insurance Proceeds or
condemnation proceeds or any other collections in respect of the
Mortgage Loan
or the related Mortgaged Property from a source other than the
Trust Fund), or
in the case of any Loan Pair, the purchase price specified in the
related
Intercreditor Agreement; provided that the Purchase Price shall not
be reduced
by any outstanding P&I Advance.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A qualified institutional
buyer
within the meaning of Rule 144A under the Securities Act.
"Qualified Insurer": An insurance company or security or
bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction (i) with a minimum insurance financial strength or
claims paying
ability rating of at least "A" by Fitch, "A3" by Moody's and "A" by
S&P (or the
obligations of which are guaranteed or backed by a company having
such a claims
paying ability), and (ii) with respect to the fidelity bond and
errors and
omissions Insurance Policy required to be maintained pursuant to
Section
3.07(c), an insurance company that has a claims paying ability
rated no lower
than two rating categories (without regard to pluses or minuses or
numerical
qualifications) below the rating assigned to the then highest rated
outstanding
Certificate (or, for purposes of general liability insurance only
at least "A"
by two nationally recognized statistical rating organizations
(which must
include S&P)), but in no event lower than "A" by Fitch, "A3" by
Moody's or "A"
by S&P (or, if not rated by Moody's, then at least "A" by two
other nationally
recognized statistical rating organizations (which may include
S&P or Fitch)),
or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency
shall have confirmed in writing will not cause such Rating Agency
to downgrade,
qualify or withdraw the then-current rating assigned to any of the
Certificates
that are then currently being rated by such Rating Agency.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding Stated Principal
Balance,
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not
less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same
Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis
as the deleted
Mortgage Loan (for example, on the basis of a 360-day year
consisting of twelve
30-day months); (v) have a remaining term to stated maturity not
greater than,
and not more than two years less than, the remaining term to stated
maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value
Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value
Ratio not
higher than the then current Loan-to-Value Ratio of the deleted
Mortgage Loan;
(vii) comply as of the date of substitution with all of the
representations and
warranties set forth in the applicable Mortgage Loan Purchase
Agreement; (viii)
have an Environmental Assessment that indicates no adverse
environmental
conditions with respect to the related Mortgaged Property and which
will be
delivered as a part of the related Servicing File; (ix) have an
original Debt
Service Coverage Ratio (calculated to include the additional debt
from any
encumbrance) of not less than the original Debt Service Coverage
Ratio
(calculated to include the additional debt from any encumbrance) of
the deleted
Mortgage Loan and a current Debt Service Coverage Ratio (calculated
to include
the additional debt from any encumbrance) of not less than the
current Debt
Service Coverage Ratio (calculated to include the additional debt
from any
encumbrance) of the deleted Mortgage Loan; (x) be determined by an
Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a
"qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; (xi)
not have a maturity date after the date two years prior to the
Rated Final
Distribution Date; (xii) not be substituted for a deleted Mortgage
Loan unless
the Trustee has received prior confirmation in writing by each
Rating Agency
that such substitution will not result in the withdrawal,
downgrade, or
qualification of the rating assigned by the Rating Agency to any
Class of
Certificates then rated by the Rating Agency (the cost, if any, of
obtaining
such confirmation to be paid by the Mortgage Loan Seller); (xiii)
have a date of
origination that is not more than 12 months prior to the date of
substitution;
(xiv) have been approved by the Controlling Class Representative
(or, if there
is no Controlling Class Representative then serving, by the Holders
of
Certificates representing a majority of the Voting Rights allocated
to the
Controlling Class); (xv) not be substituted for a deleted Mortgage
Loan if it
would result in the termination of the REMIC status of REMIC I or
REMIC II or
the imposition of tax on either of such REMICs other than a tax on
income
expressly permitted or contemplated to be imposed by the terms of
this
Agreement, as determined by an Opinion of Counsel (at the
applicable Mortgage
Loan Seller's expense); and (xvi) become a part of the same Loan
Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans
are
substituted for one or more deleted Mortgage Loans, then the
amounts described
in clause (i) shall be determined on the basis of aggregate
principal balances
and the rates described in clause (ii) above and the remaining term
to stated
maturity referred to in clause (v) above shall be determined on a
weighted
average basis; provided that no individual Mortgage Loan shall have
a Net
Mortgage Rate that is less than the highest Pass-Through Rate of
any Class of
Sequential Pay Certificates bearing a fixed rate. When a Qualified
Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the
applicable
Mortgage Loan Seller shall certify that the Mortgage Loan meets all
of the
requirements of the above definition and shall send such
certification to the
Trustee. No substitutions will be permitted for the LB-UBS 2007-C1
Serviced
Mortgage Loan.
"Rated Final Distribution Date": The Distribution Date in
November
2048, the first Distribution Date after the 24th month following
the end of the
amortization term for the Mortgage Loan that, as of the Cut-Off
Date, has the
longest remaining amortization term (without regard to the related
Stated
Maturity Date).
"Rating Agency": Each of Fitch, Moody's and S&P.
"Rating Agency Trigger Event": The reduction of the Swap
Counterparty's long term ratings below "A-" by Fitch, "A3" by
Moody's or "A-" by
S&P.
"Realized Loss": With respect to: (1) each Defaulted Mortgage
Loan
as to which a Final Recovery Determination has been made, or with
respect to any
successor REO Loan as to which a Final Recovery Determination has
been made as
to the related REO Property, an amount (not less than zero) equal
to (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the
case may be,
as of the commencement of the Collection Period in which the Final
Recovery
Determination was made, plus (b) without taking into account the
amount
described in subclause (1)(d) of this definition, all accrued but
unpaid
interest on such Mortgage Loan or such REO Loan, as the case may
be, at the
related Mortgage Rate to but not including the Due Date in the
Collection Period
in which the Final Recovery Determination was made (exclusive of
any portion
thereof that constitutes default interest in excess of the Mortgage
Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance
Charges), plus (c)
any related unreimbursed Servicing Advances and any unreimbursed
interest on any
Advances as of the commencement of the Collection Period in which
the Final
Recovery Determination was made, together with any new related
Servicing
Advances made during such Collection Period, minus (d) all payments
and
proceeds, if any, received in respect of such Mortgage Loan or the
REO Property
that relates to such REO Loan, as the case may be, during the
Collection Period
in which such Final Recovery Determination was made; (2) each
defaulted Mortgage
Loan as to which any portion of the principal or previously accrued
interest
(other than Additional Interest and Penalty Interest) payable
thereunder was
canceled in connection with a bankruptcy or similar proceeding
involving the
related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section
3.20, the
amount of such principal and/or interest so canceled; (3) each
Mortgage Loan as
to which the Mortgage Rate thereon has been permanently reduced and
not
recaptured for any period in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20, the amount of the consequent reduction in the interest
portion of each
successive Periodic Payment due thereon (each such Realized Loss
shall be deemed
to have been incurred on the Due Date for each affected Periodic
Payment); and
(4) each Mortgage Loan for which a Final Recovery Determination has
been made,
to the extent not included in clause (1) above, Nonrecoverable
Advances
(including interest on such Nonrecoverable Advance) to the extent
amounts have
been paid from the Principal Distribution Amount pursuant to
Section 3.05(a)
hereof.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Registered Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, Class A-J, Class
B, Class C,
Class D, Class E or Class F Certificate.
"Regular Certificate": Any REMIC II Certificate other than a
Class
R-II Certificate.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation AB Companion Loan Securitization": As defined in
Section
3.29(a).
"Regulation S": Regulation S under the Act.
"Regulation S Certificate": A certificate in the form of Exhibit
F
attached hereto.
"Regulation S Global Certificate": A global certificate
representing
interests in a Class of Certificates as provided in Section
5.02(e), initially
sold in offshore transactions in reliance on Regulation S in fully
registered
form without interest coupons.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum
is equal to
the Prime Rate.
"Release Date": The 40th day after the later of (i) commencement
of
the offering of the Certificates and (ii) the Closing Date.
"Relevant Servicing Criteria": The Servicing Criteria applicable
to
the various parties, as set forth on Exhibit S attached hereto.
For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing
Participant engaged by
the Trustee, the Master Servicer or the Special Servicer, the term
"Relevant
Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria
for each of the Master Servicer, the Special Servicer or the
Trustee, as
applicable.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code.
"REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made and,
consisting
of: (i) all of the Mortgage Loans as from time to time are subject
to this
Agreement and all payments under and proceeds of such Mortgage
Loans received
after the Closing Date (excluding all Additional Interest on such
Mortgage
Loans), together with all documents included in the related
Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts
held from time
to time with respect to a Mortgage Loan in the Interest Reserve
Account, the
Certificate Account, the Distribution Account, the Gain-on-Sale
Reserve Account,
the Interest Shortfall Account and any REO Account; (iii) any REO
Property
acquired in respect of a Mortgage Loan to the extent of the Trust
Fund's
interest therein (or the Trust Fund's beneficial interest in the
Mortgaged
Property securing the LB-UBS 2007-C1 Serviced Mortgage Loan
acquired under the
LB-UBS 2007-C1 Pooling and Servicing Agreement); (iv) the rights of
the
Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18
and 19 of each
of the Mortgage Loan Purchase Agreements with respect to such
Mortgage Loans;
(v) the rights of the mortgagee under all Insurance Policies with
respect to
such Mortgage Loans, in each of the foregoing clauses exclusive of
the interest
of the holder of a Companion Loan therein.
"REMIC I Pass-Through Rate": As set forth in the Preliminary
Statement.
"REMIC I Principal Balance": The principal balance of any REMIC
I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall equal
the original REMIC I Principal Balance corresponding to the
Corresponding
Certificates as set forth in the Preliminary Statement hereto. On
each
Distribution Date, the REMIC I Principal Balance of each REMIC I
Regular
Interest shall be permanently reduced by all distributions of
principal deemed
to have been made in respect of such REMIC I Regular Interest on
such
Distribution Date pursuant to Section 4.01(h), and shall be further
permanently
reduced on such Distribution Date by all Realized Losses and
Additional Trust
Fund Expenses deemed to have been allocated thereto on such
Distribution Date
pursuant to Section 4.04(b) and shall be increased on such
Distribution Date by
Certificate Deferred Interest deemed to have been allocated thereto
on such
Distribution Date pursuant to Section 4.04(c).
"REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder, and
designated as a
"regular interest" in REMIC I, held as an asset of REMIC II and
having the
original REMIC I Principal Balance and REMIC I Pass-Through Rate as
described in
the Preliminary Statement hereto.
"REMIC II": The segregated pool of assets consisting of all of
the
REMIC I Regular Interests and all amounts held from time to time,
to the extent
related to REMIC II, in the Distribution Account, conveyed in trust
to the
Trustee for the benefit of REMIC II, as holder of the REMIC I
Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section
2.9, with
respect to which a separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, Class A-J, Class
B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class X-P, Class X-C,
Class X-W or
Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and proposed, temporary and final Treasury regulations
and any
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"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 "CWCapital
Asset Management LLC, as Special Servicer, in trust for the
registered holders
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through
Certificates, Series 2007-C30."
"REO Acquisition": The acquisition of any REO Property by the
Trust
Fund pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18(h).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property to the extent of the
Trust Fund's
interest therein. Each REO Loan shall be deemed to be outstanding
for so long as
the related REO Property remains part of REMIC I and deemed to
provide for
Periodic Payments of principal and/or interest equal to its Assumed
Scheduled
Payment and otherwise to have the same terms and conditions as its
predecessor
Mortgage Loan (such terms and conditions to be applied without
regard to the
default on such predecessor Mortgage Loan and the acquisition of
the related REO
Property as part of the Trust Fund). Each REO Loan shall be deemed
to have an
initial unpaid principal balance and Stated Principal Balance equal
to the
unpaid principal balance and Stated Principal Balance,
respectively, of its
predecessor Mortgage Loan (or, if applicable, Companion Loan) as of
the date of
the related REO Acquisition. All Scheduled Payments (other than a
Balloon
Payment), Assumed Scheduled Payments (in the case of a Balloon
Mortgage Loan
delinquent in respect of its Balloon Payment) and other amounts due
and owing,
or deemed to be due and owing, in respect of the predecessor
Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to
continue to be due
and owing in respect of an REO Loan. In addition, Nonrecoverable
Advances and
Unliquidated Advances (including interest on such Nonrecoverable
Advances or
Unliquidated Advances) with respect to such REO Loan that were paid
from
collections on the Mortgage Loans and resulted in principal
distributed to the
Certificateholders being reduced pursuant to Section 3.05(a)
hereof, shall be
deemed outstanding until recovered or until a Final Recovery
Determination is
made. Collections in respect of each REO Loan (after provision for
amounts to be
applied to the payment of, or to be reimbursed to the Master
Servicer, the
Special Servicer or the Trustee for the payment of, the costs of
operating,
managing, selling, leasing and maintaining the related REO Property
or for the
reimbursement of the Master Servicer, the Special Servicer or the
Trustee for
Advances as provided in this Agreement) shall be treated: first, as
a recovery
of Nonrecoverable Advances and Unliquidated Advances (including
interest on such
Nonrecoverable Advances and Unliquidated Advances) with respect to
such REO
Loan, in each case that relate to Advances that were paid from
collections on
the Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced pursuant to Section 3.05(a)
hereof; second, as
a recovery of accrued and unpaid interest on such REO Loan at the
related
Mortgage Rate to but not including the Due Date in the Collection
Period of
receipt (exclusive of any portion thereof that constitutes
Additional Interest);
third, as a recovery of principal of such REO Loan to the extent of
its entire
unpaid principal balance; and fourth, in accordance with the normal
servicing
practices of the Master Servicer, as a recovery of any other
amounts due and
owing in respect of such REO Loan, including, without limitation,
(i) Yield
Maintenance Charges, Prepayment Premiums and Penalty Interest and
(ii)
Additional Interest and other amounts, in that order.
Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master
Servicer, the
Special Servicer or the Trustee in respect of the predecessor
Mortgage Loan as
of the date of the related REO Acquisition, including, without
limitation, any
unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances,
together with any interest accrued and payable to the Master
Servicer, the
Special Servicer or the Trustee in respect of such Servicing
Advances and P&I
Advances in accordance with Sections 3.03(d) and 4.03(d), shall
continue to be
payable or reimbursable to the Master Servicer, the Special
Servicer or the
Trustee, as the case may be, in respect of an REO Loan pursuant to
Section
3.05(a).
"REO Property": A Mortgaged Property acquired on behalf and in
the
name of the Trustee (or, in the case of the LB-UBS 2007-C1 Serviced
Mortgage
Loan, the Trust Fund's proportionate beneficial interest in the
Mortgaged
Property acquired by the LB-UBS 2007-C1 Trustee pursuant to the
LB-UBS 2007-C1
Pooling and Servicing Agreement) for the benefit of the
Certificateholders
(subject to the related Intercreditor Agreement with respect to a
Mortgaged
Property securing a Loan Pair) through foreclosure, acceptance of a
deed-in-lieu
of foreclosure or otherwise in accordance with applicable law in
connection with
the default or imminent default of a Mortgage Loan.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"REO Tax": As defined in Section 3.17(a)(i).
"Reportable Event": As defined in Section 8.17(j).
"Reporting Party": The Master Servicer, the Special Servicer,
the
Trustee, an Additional Servicer or a Servicing Participant.
"Request for Release": A request signed by a Servicing Officer,
as
applicable, of the Master Servicer in the form of Exhibit D-1
attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the Special Servicer.
"Required Appraisal Date": With respect to any Required
Appraisal
Mortgage Loan, the earliest date on which any of the items
specified in clauses
(i) through (vi) of the first paragraph of the definition of
Required Appraisal
Mortgage Loan occurs.
"Required Appraisal Mortgage Loan": Other than with respect to
the
LB-UBS 2007-C1 Serviced Mortgage Loan, (i) any Mortgage Loan that
is 60 days or
more delinquent in respect of any Periodic Payments, (ii) any
Mortgage Loan that
becomes an REO Loan, (iii) any Mortgage Loan that has been modified
by the
Special Servicer to reduce the amount of any Periodic Payment
(other than a
Balloon Payment), (iv) any Mortgage Loan with respect to which a
receiver is
appointed and continues in such capacity in respect of the related
Mortgaged
Property, (v) any Mortgage Loan with respect to which a Mortgagor
declares
bankruptcy or with respect to which the related Mortgagor is
subject to a
bankruptcy proceeding, (vi) any Mortgage Loan with respect to which
any Balloon
Payment on such Mortgage Loan has not been paid by its scheduled
maturity date;
provided, however, if the related Mortgagor continues to make its
Assumed
Scheduled Payment and diligently pursues refinancing, such Mortgage
Loan shall
not become a Required Appraisal Mortgage Loan until 60 days
following such
default or, if the Master Servicer has, within 60 days after the
Due Date of
such Balloon Payment, received written evidence from an
institutional lender of
such lender's binding commitment (which is reasonably acceptable to
the Special
Servicer and for which the Controlling Class Representative has
given its
consent (which consent shall be deemed denied if not granted within
10 Business
Days)) to refinance such Mortgage Loan, 120 days following such
default
(provided that if such refinancing does not occur during such time
specified in
the commitment, the related Mortgage Loan will immediately become a
Required
Appraisal Mortgage Loan) or (vii) any Mortgage Loan that is
outstanding 60 days
after the third anniversary of an extension of its Stated Maturity
Date;
provided, however, a Required Appraisal Mortgage Loan will cease to
be a
Required Appraisal Mortgage Loan:
(a) with respect to the circumstances described in clauses (i)
and
(iii)
above, when the related Mortgagor has made three consecutive
full
and timely
Periodic Payments under the terms of such Mortgage Loan (other
than the
LB-UBS 2007-C1 Serviced Mortgage Loan) (as such terms may be
changed or
modified in connection with a bankruptcy or similar proceeding
involving
the related Mortgagor or by reason of a modification, waiver or
amendment
granted or agreed to by the Special Servicer pursuant to
Section
3.20);
and
(b) with respect to the circumstances described in clauses (iv),
(v)
and (vi)
above, when such circumstances cease to exist in the good faith
reasonable
judgment of the Special Servicer and in accordance with the
Servicing
Standard, but, with respect to any bankruptcy or insolvency
proceedings described in clauses (iv) and (v), no later than the
entry of
an order
or decree dismissing such proceeding, and with respect to the
circumstances described in clause (vi) above, no later than the
date that
the
Special Servicer agrees to an extension pursuant to Section
3.20
hereof;
so long as at that time no circumstance identified in clauses (i)
through (vi)
above exists that would cause the Mortgage Loan (other than the
LB-UBS 2007-C1
Serviced Mortgage Loan) to continue to be characterized as a
Required Appraisal
Mortgage Loan.
"Required Appraisal Value": An amount equal to 90% of the
Appraised
Value (net of any prior liens and estimated liquidation expenses
and any other
downward adjustments the Special Servicer may deem appropriate
(without implying
any obligation to do so) based upon its review of the Appraisal and
such other
information as the Special Servicer may deem appropriate) of the
Mortgaged
Property related to the subject Required Appraisal Mortgage Loan as
determined
by a Required Appraisal or letter update or internal valuation, if
applicable;
provided that for purposes of determining any Appraisal Reduction
Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction
Amount shall be amended annually to reflect the Required Appraisal
Value
determined pursuant to any Required Appraisal or letter update or
internal
valuation, if applicable, of a Required Appraisal conducted
subsequent to the
original Required Appraisal performed pursuant to Section
3.09(a).
"Reserve Account": The account or accounts created and
maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Mortgage Loan (other than
the
LB-UBS 2007-C1 Serviced Mortgage Loan), any amounts delivered by
the related
Mortgagor to be held in escrow by or on behalf of the mortgagee
representing
reserves for environmental remediation, repairs, capital
improvements, tenant
improvements and/or leasing commissions with respect to the related
Mortgaged
Property.
"Residual Certificate": A Class R-I Certificate or Class R-II
Certificate.
"Responsible Officer": When used with respect to (i) the
initial
Trustee, any officer or assistant officer in the Corporate Trust
Office of the
initial Trustee, and (ii) any successor trustee, any officer or
assistant
officer in the corporate trust department of the successor trustee,
or any other
officer or assistant officer of the successor trustee customarily
performing
functions similar to those performed by any of the above designated
officers to
whom a particular matter is referred by the successor trustee
because of such
officer's knowledge of and familiarity with the particular
subject.
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which the Certificates
are first
offered to persons other than the managers and any other
distributor (as defined
in Regulation S) of the Certificates, and (b) the Closing Date.
"Restricted Servicer Reports": Each of the CMSA Servicer
Watchlist/Portfolio Review Guidelines, CMSA Operating Statement
Analysis, CMSA
NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report. If a
Restricted Servicer Report is filed with the Commission, it shall
thereafter be
an Unrestricted Servicer Report.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its successor in interest. If
neither such
Rating Agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Master Servicer and the Special
Servicer, and
specific ratings of S&P herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Sandy Retail Center Intercreditor Agreement": The
Intercreditor
Agreement Among Note Holders, dated as of December 22, 2006, by and
between
Wachovia, as A Note Holder, and CBA Mezzanine Capital Finance, LLC,
as B Note
Holder, relating to the Sandy Retail Center Whole Loan.
"Sandy Retail Center Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 171 on the
Mortgage Loan
Schedule).
"Sandy Retail Center Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Sandy Retail Center
Loan and
subordinate in right of entitlement to the Sandy Retail Center
Loan.
"Sandy Retail Center Whole Loan": The Sandy Retail Center Loan,
together with the Sandy Retail Center Subordinate Companion
Loan.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the
rules
and regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": A written certification signed by
an
officer of the Depositor that complies with (i) the Sarbanes-Oxley
Act of 2002,
as amended from time to time, including all necessary Regulation
AB
certification requirements, and (ii) Exchange Act Rules 13a-14(d)
and 15d-14(d),
as in effect from time to time.
"Scheduled
Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-Off Date as of which it is outstanding, the
scheduled
Periodic Payment of principal and interest (other than Additional
Interest) on
such Mortgage Loan that is or would be, as the case may be, payable
by the
related Mortgagor on such Due Date under the terms of the related
Mortgage Note
as in effect on the Closing Date, without regard to any subsequent
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 or acceleration of principal by reason of default, and
assuming that each
prior Scheduled Payment has been made in a timely manner.
"Sealy Pool B Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of February 1, 2007, by and between
Wachovia, as
Lead Lender, and CBA-Mezzanine Capital Finance, LLC, as Co-Lender,
relating to
the Sealy Pool B Whole Loan.
"Sealy Pool B Loan": That certain Mortgage Loan which is included
in
the Trust Fund (identified as loan number 29 on the Mortgage Loan
Schedule).
"Sealy Pool B Subordinate Companion Loan": That certain
mortgage
loan evidenced by a note, which is not an asset of the Trust Fund,
secured by
the Mortgaged Property securing the Sealy Pool B Loan and
subordinate in right
of entitlement to the Sealy Pool B Loan.
"Sealy Pool B Whole Loan": The Sealy Pool B Loan, together with
the
Sealy Pool B Subordinate Companion Loan.
"Securities Act": The Securities Act of 1933, as amended.
"Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-4, Class A-PB, Class A-5, Class A-1A, Class X-P, Class X-C or
Class X-W
Certificate.
"Sequential Pay Certificates": Any Class A-1, Class A-2, Class
A-3,
Class A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, 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 or Class S
Certificate.
"Servicer Fee Amount": With respect to each Sub-Servicer and
any
date of determination, the aggregate of the products obtained by
multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the
Stated Principal
Balance of such Mortgage Loan as of the end of the immediately
preceding
Collection Period and (b) the servicing fee rate specified in the
related
Sub-Servicing Agreement for such Mortgage Loan. With respect to the
Master
Servicer and any date of determination, the aggregate of the
products obtained
by multiplying, for each Mortgage Loan (a) the Stated Principal
Balance of such
Mortgage Loan as of the end of the immediately preceding Collection
Period and
(b) the difference between the Master Servicing Fee Rate for such
Mortgage Loan
over the servicing fee rate (if any) applicable to such Mortgage
Loan as
specified in any Sub-Servicing Agreement related to such Mortgage
Loan.
"Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA
Loan Periodic
Update File, the CMSA Financial File, CMSA Property File, the CMSA
Advance
Recovery Report, the CMSA Total Loan Report and a report
reconciling Penalty
Interest and late payment charges collected with interest on
Advances and
Additional Trust Fund Expenses.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by or on behalf of the
Master Servicer,
the Special Servicer or the Trustee in connection with the
servicing of a
Mortgage Loan or a Companion Loan (other than the LB-UBS 2007-C1
Serviced
Mortgage Loan and its related Companion Loan), or in connection
with the
administration of any related REO Property, including, but not
limited to, the
cost of (a) compliance with the obligations of the Master Servicer
and the
Special Servicer, if any, set forth in Section 3.02 and Section
3.03(c), (b) the
preservation, insurance, restoration, protection and management of
a Mortgaged
Property, including the cost of any "forced placed" insurance
policy purchased
by the Master Servicer to the extent such cost is allocable to a
particular
Mortgaged Property that the Master Servicer or the Special Servicer
is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining
any Insurance
Proceeds or any Liquidation Proceeds of the nature described in
clauses (i)
through (v) of the definition of "Liquidation Proceeds," (d) any
enforcement or
judicial proceedings with respect to a Mortgaged Property,
including, without
limitation, foreclosures, (e) any Required Appraisal or other
appraisal
expressly required or permitted to be obtained hereunder, (f) the
operation,
management, maintenance and liquidation of any such REO Property,
including,
without limitation, appraisals and compliance with Section 3.16(a)
(to the
extent not covered by available funds in the REO Account) and
Section 3.20(h)
(to the extent not paid by the related Mortgagor) and (g)
compliance with the
obligations of the Master Servicer or the Trustee set forth in
Section 2.03(a)
or (b). Notwithstanding anything to the contrary, "Servicing
Advances" shall not
include allocable overhead of the Master Servicer or the Special
Servicer, such
as costs for office space, office equipment, supplies and related
expenses,
employee salaries and related expenses and similar internal costs
and expenses
or costs and expenses incurred by any such party in connection with
its purchase
of a Mortgage Loan or REO Property, or costs or expenses expressly
required to
be borne by the Master Servicer or Special Servicer without
reimbursement
pursuant to the terms of this Agreement.
"Servicing Criteria": The "servicing criteria" set forth in
Item
1122(d) of Regulation AB.
"Servicing Fees": With
respect to each Mortgage Loan, Companion Loan
and REO Loan, the Master Servicing Fee and the Special Servicing
Fee.
"Servicing File": Any documents, certificates, opinions and
reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Mortgagor in connection with, or relating
to the
origination and servicing of any Mortgage Loan or Companion Loan
which are
reasonably required for the ongoing administration of the Mortgage
Loan and the
Companion Loan, including management agreements, cash management
agreements,
lockbox agreements, franchise agreements, franchise comfort letters
(and
evidence of required notification of transfer), appraisals,
surveys, engineering
reports, environmental reports, operation and maintenance (O&M)
plans, financial
statements, leases, rent rolls and tenant estoppels.
"Servicing Officer": Any officer or employee of the Master
Servicer,
the Special Servicer or any Additional Servicer involved in, or
responsible for,
the administration and servicing of the Mortgage Loans, whose name
and specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time.
"Servicing Participant": Any Additional Servicer, Sub-Servicer,
Subcontractor or any other Person, other than the Master Servicer,
the Special
Servicer and the Trustee, that is performing activities addressed
by the
Servicing Criteria, unless such Person's activities relate only to
5% or less of
the Mortgage Loans.
"Servicing-Released Bid": As defined in Section 7.01(c).
"Servicing-Retained Bid": As defined in Section 7.01(c).
"Servicing Standard": With respect to the Master Servicer or
the
Special Servicer, as applicable, the servicing and administration
of the
Mortgage Loans (other than the LB-UBS 2007-C1 Serviced Mortgage
Loan) and the
Companion Loans (other than the Non-Serviced Companion Loan) for
which it is
responsible hereunder (a) in the same manner in which, and with the
same care,
skill, prudence and diligence with which the Master Servicer or the
Special
Servicer, as the case may be, generally services and administers
similar
mortgage loans with similar mortgagors (i) for other third-parties,
giving due
consideration to customary and usual standards of practice of
prudent
institutional commercial mortgage lenders servicing their own loans
or (ii) held
in its own portfolio, whichever standard is higher, (b) with a view
to the
maximization of the recovery on such Mortgage Loan on a net present
value basis
and the best interests of the Certificateholders and the Trust Fund
or, if a
Loan Pair (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) is
involved,
with a view towards the maximization of recovery on such Loan Pair
to the
Certificateholders, the related Companion Holders and the Trust
Fund (as a
collective whole, taking into account that the Subordinate
Companion Loans are
subordinate to the related Co-Lender Loans and the Pari Passu
Companion Loans
are pari passu in right of payment with the Pari Passu Mortgage
Loan, in each
case to the extent set forth in the related Intercreditor
Agreement) and (c)
without regard to (i) any relationship that the Master Servicer or
the Special
Servicer, as the case may be, or any Affiliate thereof may have
with the related
Mortgagor, the Depositor, any Mortgage Loan Seller or any other
party to the
transaction or any Affiliate thereof; (ii) the ownership of any
Certificate or
Companion Loan (or other interest in any Mortgage Loan or Companion
Loan) by the
Master Servicer or the Special Servicer, as the case may be, or by
any Affiliate
thereof; (iii) the right of the Master Servicer or the Special
Servicer, as the
case may be, to receive compensation or other fees for its services
rendered
pursuant to this Agreement; (iv) the obligations of the Master
Servicer to make
Advances; (v) the ownership, servicing or management by the Master
Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof
for others of
any other mortgage loans or mortgaged property; (vi) any obligation
of the
Master Servicer or any Affiliate of the Master Servicer to
repurchase or
substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any
obligation of
the Master Servicer or any Affiliate of the Master Servicer to cure
a breach of
a representation and warranty with respect to a Mortgage Loan; and
(viii) any
debt the Master Servicer or Special Servicer or any Affiliate of
either has
extended to any Mortgagor or any Affiliate of such Mortgagor.
"Servicing Transfer Event": With respect to any Mortgage Loan
(other
than the LB-UBS 2007-C1 Serviced Mortgage Loan), the occurrence of
any of the
events described in clauses (a) through (h) of the definition of
"Specially
Serviced Mortgage Loan".
"Similar Law": As defined in Section 5.02(c).
"Single Certificate": For purposes of Section 4.02, a
hypothetical
Certificate of any Class of Regular Certificates evidencing a
$1,000
denomination.
"Significant Obligor": With respect to any date of
determination,
any Mortgage Loan meeting the definition of "significant obligor"
under
Regulation AB. As of the Closing Date , the Significant Obligor is
the Peter
Cooper Village & Stuyvesant Town Loan.
"Special Reserve Account": As used herein, the Trustee may create
a
segregated custodial account or accounts pursuant to Section
2.02(d) in trust
for the Certificateholders, which shall be entitled "Wells Fargo
Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C30
and [name of party providing the funds]". Any such account will be
an Eligible
Account.
"Special Servicer": With respect to each Mortgage Loan (other
than
the LB-UBS 2007-C1 Serviced Mortgage Loan), CWCapital Asset
Management LLC, or,
any successor special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Mortgage Loan and each REO Loan, the fee designated as such and
payable to the
Special Servicer pursuant to the first paragraph of Section
3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.
"Specially Serviced Mortgage Loan": Any Mortgage Loan (other
than
the LB-UBS 2007-C1 Serviced Mortgage Loan) or Companion Loan (other
than the
Non-Serviced Companion Loan) as to which any of the following
events have
occurred:
(a) the related Mortgagor shall have (i) failed to make any
Balloon
Payment;
provided, however, if the Mortgagor continues to make its
Assumed
Scheduled
Payment and diligently pursues refinancing, a Servicing
Transfer
Event
shall not occur until 60 days following such default (or, if
the
Master
Servicer has, within in 60 days after the Due Date of such
Balloon
Payment,
received written evidence from an institutional lender of such
lender's
binding commitment (which is reasonably acceptable to the
Special
Servicer
and for which the Controlling Class Representative has given
its
consent
(which consent shall be deemed denied if not granted within 10
Business
Days)) to refinance such Mortgage Loan, 120 days following such
default)
(provided that if such refinancing does not occur during the
time
period
specified in such written refinancing commitment, a Servicing
Transfer
Event will be deemed to occur); or (ii) failed to make when due
any
Periodic Payment (other than a Balloon Payment), and such failure
has
continued
unremedied for 60 days; or
(b) the Master Servicer or Special Servicer (in the case of the
Special
Servicer, with the consent of the Controlling Class
Representative) shall have determined (with written notice of any
such
determination by the Special Servicer to be promptly given by the
Special
Servicer
to the Master Servicer), in its good faith reasonable judgment,
and in
accordance with the Servicing Standard, based on communications
with the
related Mortgagor, that a default in making a Periodic Payment
(including
a Balloon Payment) or any other default under the applicable
Mortgage
Loan documents that would (with respect to such other default)
materially
impair the value of the Mortgaged Property as security for the
Mortgage
Loan and, if applicable, Companion Loan or otherwise would
materially
adversely affect the interests of Certificateholders and would
continue
unremedied beyond the applicable grace period under the terms
of
the
Mortgage Loan (or, if no grace period is specified, for 60
days;
provided
that a default that would give rise to an acceleration right
without
any grace period shall be deemed to have a grace period equal
to
zero) is
likely to occur and is likely to remain unremedied for at least
60 days;
or
(c) there shall have occurred a default (other than as described
in
clause (a)
above) that the Master Servicer or the Special Servicer (in the
case of
the Special Servicer, with the consent of the Controlling Class
Representative) shall have determined (with written notice of any
such
determination by the Special Servicer to be promptly given by the
Special
Servicer
to the Master Servicer), in its good faith and reasonable
judgment,
and in accordance with the Servicing Standard, materially
impairs
the value of the Mortgaged Property as security for the
Mortgage
Loan and,
if applicable, Companion Loan, or otherwise materially
adversely
affects
the interests of Certificateholders and that continues
unremedied
beyond the
applicable grace period under the terms of the Mortgage Loan
(or, if no
grace period is specified, for 60 days; provided that a default
that gives
rise to an acceleration right without any grace period shall be
deemed to
have a grace period equal to zero); provided, however, in the
event the
Special Servicer with the consent of the Controlling Class
Representative determines that the related Mortgagor does not need
to
maintain
terrorism insurance as provided in Section 3.07(a), no default
related to
the failure to obtain such insurance shall be deemed to be
outstanding for purposes of this clause(c); or
(d) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs,
shall have
been entered against the related Mortgagor; provided that if
such
decree or order is discharged, dismissed or stayed within 60 days
it
shall not
be a Specially Serviced Mortgage Loan (and no Special Servicing
Fees shall
be payable); or
(e) the related Mortgagor shall consent to the appointment of a
conservator or
receiver or liquidator in any insolvency, readjustment of
debt,
marshaling of assets and liabilities or similar proceedings of
or
relating
to such Mortgagor or of or relating to all or substantially all
of its
property; or
(f) the related Mortgagor shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency, bankruptcy or reorganization
statute,
make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(g) the Master Servicer shall have force placed insurance
against
damages or
losses arising from acts of terrorism due to the failure of the
related
Mortgagor to maintain or cause such insurance to be maintained
and
(1)
subsequent to such force placement such Mortgagor fails to maintain
or
cause to
be maintained insurance coverage against damages for losses
arising
from acts of terrorism for a period of 60 days (or such shorter
time
period as the Controlling Class Representative may consent to) or
(2)
the Master
Servicer fails to have been reimbursed from any Servicing
Advances
made in connection with the force placement of such insurance
coverage
(unless the circumstances giving rise to such forced placement
of
such
insurance coverage have otherwise been cured and the Master
Servicer
has been
reimbursed for any Servicing Advances made in connection with
the
forced
placement of such insurance coverage); or
(h) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the
related
Mortgaged Property;
provided, however, a Companion Loan shall be deemed to be a
Specially Serviced Mortgage Loan if the related Co-Lender Loa
