EXHIBIT 4
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
MIDLAND LOAN SERVICES, INC.,
Master Servicer No. 1
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer No. 2
J.E. ROBERT COMPANY, INC.,
Special Servicer
WELLS FARGO BANK, N.A.
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION
Co-Trustee
POOLING AND SERVICING AGREEMENT
Dated as of
March 1, 2007
J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-LDP10
Commercial Mortgage Pass-Through Certificates
Series 2007-LDP10
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms.................................................
Section 1.02 Certain
Calculations..........................................
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans..................................
Section 2.02
Acceptance by Trustee.........................................
Section 2.03
Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties.........
Section 2.04 Execution
of Certificates; Issuance of Uncertificated
Lower-Tier Interests.........................................
Section 2.05 Grantor
Trust Designations....................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master
Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; 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...........................................
Section 3.04 The
Certificate Account, the Lower-Tier, the Middle-Tier
Distribution Account and Upper-Tier Distribution
Accounts, the Companion Distribution Account, the
Interest Reserve Account, the Gain-on-Sale Reserve
Account, the Excess Interest Distribution Account and
the Floating Rate Accounts...................................
Section 3.05 Permitted
Withdrawals from the Certificate Accounts, the
Distribution Accounts, the Companion Distribution
Account and the Floating Rate Account........................
Section 3.06
Investment of Funds in the Certificate Accounts, the
Distribution Accounts, the Gain-on-Sale Reserve Account,
the Interest Reserve Account and the REO Account.............
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage........................................
Section 3.08
Enforcement of Due-on-Sale Clauses; Assumption Agreements.....
Section 3.09
Realization Upon Defaulted Mortgage Loans.....................
Section 3.10 Trustee
to Cooperate; Release of Mortgage Files...............
Section 3.11 Servicing
Compensation........................................
Section 3.12
Inspections; Collection of Financial Statements...............
Section 3.13
[RESERVED]....................................................
Section 3.14
[RESERVED]....................................................
Section 3.15 Access to
Certain Information.................................
Section 3.16 Title to
REO Property; REO Account............................
Section 3.17
Management of REO Property....................................
Section 3.18 Sale of
Defaulted Mortgage Loans and REO Properties...........
Section 3.19
Additional Obligations of the Applicable 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; Recordkeeping; Asset Status Report.................
Section 3.22
Sub-Servicing Agreements......................................
Section 3.23
Representations, Warranties and Covenants of the Master
Servicers....................................................
Section 3.24
Representations, Warranties and Covenants of the Special
Servicer.....................................................
Section 3.25 Interest
Reserve Account and Excess Interest Distribution
Account......................................................
Section 3.26 Directing
Certificateholder Contact with Master Servicers.....
Section 3.27
Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder..................................
Section 3.28
Intercreditor Agreements......................................
Section 3.29 Companion
Paying Agent........................................
Section 3.30 Companion
Register............................................
Section 3.31 Swap
Contracts................................................
Section 3.32 Excess
Interest Distribution Account..........................
Section 3.33 Certain
Matters Relating to the Non-Serviced Mortgage
Loans........................................................
Section 3.34
Additional Matters Relating to Certain of the Mortgage
Loans........................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions.................................................
Section 4.02
Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s...............................................
Section 4.03 P&I
Advances..................................................
Section 4.04
Allocation of Collateral Support Deficit......................
Section 4.05 Appraisal
Reductions..........................................
Section 4.06
Certificate Deferred Interest.................................
Section 4.07 Grantor
Trust Reporting.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..............................................
Section 5.02
Registration of Transfer and Exchange of Certificates.........
Section 5.03
Book-Entry Certificates.......................................
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.05 Persons
Deemed Owners.........................................
Section 5.06
Certificate Ownership Certification...........................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability
of the Depositor, the Master Servicers and the
Special Servicer.............................................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicers or the Special Servicer.....................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicers, the Special Servicer and Others...................
Section 6.04 Master
Servicers and Special Servicer Not to Resign...........
Section 6.05 Rights of
the Depositor in Respect of the Master
Servicers and the Special Servicer...........................
Section 6.06 The
Master Servicers and the Special Servicer as
Certificate Owner............................................
Section 6.07 The
Directing Certificateholder...............................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default; Master Servicer and Special Servicer
Termination..................................................
Section 7.02 Trustee
to Act; Appointment of Successor......................
Section 7.03
Notification to Certificateholders............................
Section 7.04 Waiver of
Events of Default...................................
Section 7.05
Co-Trustee as Maker of Advances...............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE CO-TRUSTEE
Section 8.01 Duties of
the Trustee and Co-Trustee..........................
Section 8.02 Certain
Matters Affecting the Trustee and Co-Trustee..........
Section 8.03 Trustee
and Co-Trustee Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans................
Section 8.04 Trustee
and Co-Trustee May Own Certificates...................
Section 8.05 Fees and
Expenses of Trustee and Co-Trustee;
Indemnification of Trustee and Co-Trustee....................
Section 8.06
Eligibility Requirements for Trustee and Co-Trustee...........
Section 8.07
Resignation and Removal of the Trustee and Co-Trustee.........
Section 8.08 Successor
Trustee and Co-Trustee..............................
Section 8.09 Merger or
Consolidation of Trustee and Co-Trustee.............
Section 8.10
Appointment of Co-Trustee or Separate Trustee.................
Section 8.11
Appointment of Custodians.....................................
Section 8.12 Access to
Certain Information.................................
Section 8.13
Representations and Warranties of the Trustee.................
Section 8.14
Representations and Warranties of the Co-Trustee..............
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Repurchase or Liquidation of All
Mortgage Loans...............................................
Section 9.02
Additional Termination Requirements...........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration..........................................
Section 10.02 Use of
Agents.................................................
Section 10.03 Depositor, Master Servicers and Special Servicer
to
Cooperate with Trustee.......................................
Section 10.04 Appointment of REMIC
Administrators...........................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness.........................
Section 11.02 Succession;
Subcontractors....................................
Section 11.03 Filing
Obligations............................................
Section 11.04 Form 10-D
Filings.............................................
Section 11.05 Form 10-K
Filings.............................................
Section 11.06 Sarbanes-Oxley
Certification..................................
Section 11.07 Form 8-K
Filings..............................................
Section 11.08 Form 15
Filing................................................
Section 11.09 Annual Compliance
Statements..................................
Section 11.10 Annual Reports on Assessment of Compliance with
Servicing
Criteria.....................................................
Section 11.11 Annual Independent Public Accountants' Servicing
Report.......
Section 11.12
Indemnification...............................................
Section 11.13
Amendments....................................................
Section 11.14 Regulation AB
Notices.........................................
Section 11.15 Certain Matters Relating to the Future Securitization
of
the Serviced Pari Passu Companion Loans......................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment.....................................................
Section 12.02 Recordation of Agreement;
Counterparts........................
Section 12.03 Limitation on Rights of
Certificateholders....................
Section 12.04 Governing
Law.................................................
Section 12.05
Notices.......................................................
Section 12.06 Severability of
Provisions....................................
Section 12.07 Grant of a Security
Interest..................................
Section 12.08 Successors and Assigns; Third Party
Beneficiaries.............
Section 12.09 Article and Section
Headings..................................
Section 12.10 Notices to the Rating
Agencies................................
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-1S Certificate
Exhibit A-3 Form
of Class A-2 Certificate
Exhibit A-4 Form
of Class A-2S Certificate
Exhibit A-5 Form
of Class A-2SFL Certificate
Exhibit A-6 Form
of Class A-3 Certificate
Exhibit A-7 Form
of Class A-3S Certificate
Exhibit A-8 Form
of Class A-1A Certificate
Exhibit A-9 Form
of Class X Certificate
Exhibit A-10 Form of
Class A-M Certificate
Exhibit A-11 Form of
Class A-MS Certificate
Exhibit A-12 Form of
Class A-J Certificate
Exhibit A-13 Form of
Class A-JFL Certificate
Exhibit A-14 Form of
Class A-JS Certificate
Exhibit A-15 Form of
Class B-S Certificate
Exhibit A-16 Form of
Class C-S Certificate
Exhibit A-17 Form of
Class D-S Certificate
Exhibit A-18 Form of
Class B Certificate
Exhibit A-19 Form of
Class C Certificate
Exhibit A-20 Form of
Class D Certificate
Exhibit A-21 Form of
Class E Certificate
Exhibit A-22 Form of
Class E-S Certificate
Exhibit A-23 Form of
Class F Certificate
Exhibit A-24 Form of
Class F-S Certificate
Exhibit A-25 Form of
Class G Certificate
Exhibit A-26 Form of
Class G-S Certificate
Exhibit A-27 Form of
Class H Certificate
Exhibit A-28 Form of
Class H-S Certificate
Exhibit A-29 Form of
Class J Certificate
Exhibit A-30 Form of
Class K Certificate
Exhibit A-31 Form of
Class L Certificate
Exhibit A-32 Form of
Class M Certificate
Exhibit A-33 Form of
Class N Certificate
Exhibit A-34 Form of
Class P Certificate
Exhibit A-35 Form of
Class NR Certificate
Exhibit A-36 Form of
Class S Certificate
Exhibit A-37 Form of
Class R Certificate
Exhibit A-38 Form of
Class MR Certificate
Exhibit A-39 Form of
Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I-1 Form
of Regulation S Transfer Certificate during Restricted
Period
Exhibit I-2 Form
of Regulation S Transfer Certificate after Restricted
Period
Exhibit J
Form of Purchase Option Notice
Exhibit K
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate during
Restricted Period
Exhibit L [RESERVED]
Exhibit M
Form of Notice Relating to the Skyline Portfolio Mortgage Loan
and the Solana Mortgage Loan
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after
Restricted Period
Exhibit O
Form of Transfer Certificate for Regulation S Book-Entry
Certificate to Rule 144A Global Book-Entry Certificate during
Restricted Period
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q
Form of Certification to be Provided with Form 10-K
Exhibit R-1-1 Form of
Certification to be Provided to Depositor by Trustee
Exhibit R-1-2 Form of
Certifiation to be Provided to Depositor by Co-Trustee
Exhibit R-2 Form
of Certification to be Provided to Depositor by Master
Servicer No. 1
Exhibit R-3 Form
of Certification to be Provided to Depositor by Master
Servicer No. 2
Exhibit R-4 Form
of Certification to be Provided to Depositor by Special
Servicer
Exhibit S
Initial Companion Holders
Exhibit T
[RESERVED]
Exhibit U
Information Request from Certificateholder, Beneficial Owner
or Prospective Purchaser
Exhibit V
Trustee Certification/Exception Report
Exhibit W
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit X
Additional Form 10-D Disclosure
Exhibit Y
Additional Form 10-K Disclosure
Exhibit Z
Form 8-K Disclosure Information
Exhibit AA
Additional Disclosure Notification
Exhibit BB
Servicing and Subservicing Agreements
Exhibit CC
Swap Contract Related to the Class A-2SFL Certificates
Exhibit DD
Swap Contract Related to the Class A-JFL Certificates
Exhibit EE
Release Oversight Loans
Exhibit FF
Tenants-In-Common Oversight Loans
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Assumption Fees on Certain Mortgage Loans
Schedule 4
Mortgage Loans with Earnouts, Holdbacks or Letters of Credit
<PAGE>
This Pooling and Servicing Agreement (the "Agreement") is dated
and effective as of March 1, 2007, among J.P. Morgan Chase
Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services,
Inc., as
Master Servicer No. 1, Wachovia Bank, National Association, as
Master
Servicer No. 2, J.E. Robert Company, Inc., as Special Servicer,
Wells Fargo
Bank, N.A., as Trustee and LaSalle Bank National Association, as
Co-Trustee.
PRELIMINARY STATEMENT:
The Depositor
intends to sell commercial 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 the trust fund (the "Trust
Fund") to be
created hereunder, the primary assets of which will be a pool of
commercial,
multifamily and manufactured housing community mortgage loans (the
"Mortgage
Loans"). As provided herein, the Trustee shall elect or shall cause
an election
to be made to treat the Trust Fund (exclusive of the Class A-2SFL
Regular
Interest, the Class A-JFL Regular Interest, the Swap Contracts, the
Floating
Rate Accounts, the Excess Interest, the Excess Interest
Distribution Account and
the proceeds thereof) for federal income tax purposes as three
separate real
estate mortgage investment conduits (the "Upper-Tier REMIC", the
"Middle-Tier
REMIC" and the "Lower-Tier REMIC" as described herein).
The parties intend that the portion of the Trust Fund
representing
(i) the Excess Interest, the Excess Interest Distribution Account
and the
proceeds thereof and (ii) the Class A-2SFL Regular Interest, the
Class A-JFL
Regular Interest, the Swap Contracts, the Floating Rate Accounts
and the
proceeds thereof will be treated as a grantor trust under subpart E
of Part I of
subchapter J of the Code and that the beneficial interests therein
will be
represented by the Class A-2SFL and Class A-JFL Certificates,
respectively.
LOWER-TIER REMIC
The Class L-RB, Class L-RQ, Class L-SB and Class L-SQ
Uncertificated
Interests will evidence "regular interests" in the Lower-Tier REMIC
created
hereunder. The sole Class of "residual interests" in the Lower-Tier
REMIC will
be evidenced by the Class LR Certificates.
The following table sets forth the Original Lower-Tier
Principal
Amounts and per annum rates of interest for the Uncertificated
Lower-Tier
Interests and the Class LR Certificates:
Interest
Original Lower-Tier
Class Designation Rate
Principal Amount
----------------- --------
-----------------------------
Class L-RB
(1)
0.001% Group Subordinate
Amount of Loan
Group R (4)
Class L-RQ
(1) Remainder Group R
Balance (5)
Class L-SB
(2)
0.001% Group Subordinate
Amount of Loan Group S(4)
Class L-SQ
(2) Remainder Group S
Balance (5)
Class LR
None (3)
None(3)
------------
(1) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
the Group R WAC Rate (computed to at least eight decimal
places).
(2) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
the Group S WAC Rate (computed to at least eight decimal
places).
(3) The Class LR
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining
in the
Lower-Tier
Distribution Account).
(4) As of the
Closing Date and any date of determination, (i) the Lower-Tier
Principal
Amount of the Class L-RB Interest shall equal 0.001% of the
Group
Subordinate Amount of Loan Group R and (ii) the Lower-Tier
Principal
Amount of
the Class L-SB Interest shall equal 0.001% of the Group
Subordinate Amount of Loan Group S (in each case, computed to at
least
eight
decimal places).
(5) As of the
Closing Date and any date of determination, (i) the Lower-Tier
Principal
Amount of the Class L-RQ Interest shall equal the excess of the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group R
over the
Lower-Tier Principal Amount of the Class L-RB Interest and (ii)
the
Lower-Tier Principal Amount of the Class L-SQ Interest shall equal
the
excess of
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group
S over the Lower-Tier Principal Amount of the Class L-SB
Interest.
MIDDLE-TIER REMIC
The Class MA-1, Class MA-1S, Class MA-2, Class MA-2S, Class
MA-2SFL,
Class MA-3, Class MA-3S, Class MA-1A, Class MA-M, Class MA-MS,
Class MA-J, Class
MA-JFL, Class MA-JS, Class MB, Class MB-S, Class MC, Class MC-S,
Class MD, Class
MD-S, Class ME, Class ME-S, Class MF, Class MF-S, Class MG, Class
MG-S, Class
MH, Class MH-S, Class MJ, Class MK, Class ML, Class MM, Class MN,
Class MP, and
Class MNR Uncertificated Interests will evidence "regular
interests" in the
Middle-Tier REMIC created hereunder. The sole Class of "residual
interests" in
the Middle-Tier REMIC will be evidenced by the Class MR
Certificates.
The following table sets forth the Original Middle-Tier
Principal
Amounts and per annum rates of interest for the Uncertificated
Middle-Tier
Interests and the Class MR Certificates:
Interest
Original Middle-Tier
Class Designation
Rate
Principal Amount
----------------- --------------
--------------------
Class MA-1
(1)
$41,831,000
Class MA-1S
(2)
$200,000,000
Class MA-2
(1)
$250,000,000
Class MA-2S
(2)
$688,857,000
Class MA-2SFL
(2)
$150,000,000
Class MA-3
(1)
$1,714,136,000
Class MA-3S
(2)
$179,937,000
Class MA-1A
(1)
$507,300,000
Class MA-M
(1)
$359,038,000
Class MA-MS
(2)
$174,114,000
Class MA-J
(1)
$200,694,000
Class MA-JFL
(1)
$100,000,000
Class MA-JS
(2)
$145,820,000
Class MB
(1)
$71,808,000
Class MB-S
(2)
$34,823,000
Class MC
(1)
$26,928,000
Class MC-S
(2)
$13,058,000
Class MD
(1)
$49,367,000
Class MD-S
(2)
$23,941,000
Class ME
(1)
$40,392,000
Class ME-S
(2)
$19,588,000
Class MF
(1)
$44,880,000
Class MF-S
(2)
$21,764,000
Class MG
(1)
$44,880,000
Class MG-S
(2)
$21,764,000
Class MH
(1)
$40,392,000
Class MH-S
(2)
$19,588,000
Class MJ
(3)
$19,993,000
Class MK
(3)
$19,993,000
Class ML
(3)
$13,329,000
Class MM
(3)
$6,665,000
Class MN
(3)
$6,664,000
Class MP
(3)
$13,329,000
Class MNR
(3)
$66,644,186
Class MR
None(4)
None(4)
------------
(1) The interest
rate for such Class of Uncertificated Middle-Tier Interests
shall be
the Group R WAC Rate.
(2) The interest
rate for such Class of Uncertificated Middle-Tier Interests
shall be
the Group S WAC Rate.
(3) The interest
rate for such Class of Uncertificated Middle-Tier Interests
shall be
the Pool WAC Rate. For federal income tax purposes, the
Pass-Through Rate for such Class of Uncertificated Middle-Tier
Interest
for any
Distribution Date shall be expressed as a per annum rate equal
to
the
weighted average of (i) the interest rate for the Class L-RB
Interest
and (ii)
the interest rate for the Class L-SB Interest, weighted, for
each
of the
foregoing determinations, on the basis of the respective
Lower-Tier
Principal
Amount of each such Lower-Tier Regular Interest (computed to at
least
eight decimal places), immediately prior to such Distribution
Date.
(4) The Class MR
Interest, evidenced by the Class MR Certificates, does not
have a
Certificate Balance or Notional Amount, does not bear interest
and
will not
be entitled to distributions of Yield Maintenance Charges. Any
Available
Distribution Amount remaining in the Middle-Tier Distribution
Account
after distributing the Middle-Tier Regular Distribution Amount
shall be
distributed to the Holders of the Class MR Certificates (but
only
to the
extent of the Available Distribution Amount for such
Distribution
Date, if
any, remaining in the Middle-Tier Distribution Account) in
respect of
the Class MR Interest.
UPPER-TIER REMIC
The Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-3,
Class
A-3S, Class A-1A, Class A-M, Class A-MS, Class A-J, Class A-JS,
Class B, Class
B-S, Class C, Class C-S, Class D, Class D-S, Class E, Class E-S,
Class F, Class
F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class K,
Class L, Class M,
Class N, Class P, Class NR and Class X Certificates, the Class
A-2SFL Regular
Interest and the Class A-JFL Regular Interest will evidence
"regular interests"
in the Upper-Tier REMIC created hereunder. The sole Class of
"residual
interests" in the Upper-Tier REMIC will be evidenced by the Class
R
Certificates.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the
"Original Certificate Balance") or Notional Amount ("Original
Notional Amount"),
as applicable, and the initial ratings given each Class by the
Rating Agencies
for each Class of Certificates, the Class A-2SFL Regular Interest
and the Class
A-JFL Regular Interest comprising the interests in the Upper-Tier
REMIC created
hereunder:
<TABLE>
<CAPTION>
Initial
Original Certificate
Pass-Through
Balance or Notional
Ratings(1)
Rate
Amount
(Moody's/Fitch)
----------------------------------------- ------------
-------------------- ---------------
<S>
<C>
<C>
<C>
Class A-1 Certificates(2)(3)
5.1220%
$41,831,000
Aaa/AAA
Class A-1S Certificates(2)
4.9300%
$200,000,000
Aaa/AAA
Class A-2 Certificates(2)(3)
5.4340%
$250,000,000
Aaa/AAA
Class A-2S Certificates(2)
5.3050%
$688,857,000
Aaa/AAA
Class A-2SFL Regular Interest(2)(4)(5)
5.1870%
$150,000,000
Aaa/AAA
Class A-3 Certificates(2)(3)
5.4200%
$1,714,136,000
Aaa/AAA
Class A-3S Certificates(2)
5.3170%
$179,937,000
Aaa/AAA
Class A-1A Certificates(2)(3)
5.4390%
$507,300,000
Aaa/AAA
Class A-M Certificates(2) (7)
5.4640%
$359,038,000
Aaa/AAA
Class A-MS Certificates(2) (8)
5.3420%
$174,114,000
Aaa/AAA
Class A-J Certificates(2) (7)
5.5030%
$200,694,000
Aaa/AAA
Class A-JFL Regular Interest(2)(4)(5) (7)
5.4380%
$100,000,000
Aaa/AAA
Class A-JS Certificates(2)(8)
5.3950%
$145,820,000
Aaa/AAA
Class B Certificates(2)(7)
5.5820%
$71,808,000
Aa2/AA
Class B-S Certificates(2)(8)
5.4370%
$34,823,000
Aa2/AA
Class C Certificates(2)(7)
5.6120%
$26,928,000
Aa3/AA-
Class C-S Certificates(2)(8)
5.4660%
$13,058,000
Aa3/AA-
Class D Certificates(2) (9)
5.7676%
$49,367,000
A2/A
Class D-S Certificates(2)(8)
5.5160%
$23,941,000
A2/A
Class E Certificates(2) (9)
5.8656%
$40,392,000
A3/A-
Class E-S Certificates(2)(11)
5.7356%
$19,588,000
A3/A-
Class F Certificates(2)(10)
5.9266%
$44,880,000
Baa1/BBB+
Class F-S Certificates(2)(12)
5.9296%
$21,764,000
Baa1/BBB+
Class G Certificates(2)(10)
5.9266%
$44,880,000
Baa2/BBB
Class G-S Certificates(2)(12)
5.9296%
$21,764,000
Baa2/BBB
Class H Certificates(2)(10)
5.9266%
$40,392,000
Baa3/BBB-
Class H-S Certificates(2)(12)
5.9296%
$19,588,000
Baa3/BBB-
Class J Certificates(13)
5.0810%
$19,993,000
Ba1/BB+
Class K Certificates(13)
5.0810%
$19,993,000
Ba2/BB
Class L Certificates(13)
5.0810%
$13,329,000
Ba3/BB-
Class M Certificates(13)
5.0810%
$6,665,000
B1/B+
Class N Certificates(13)
5.0810%
$6,664,000
B2/B
Class P Certificates(13)
5.0810%
$13,329,000
B3/B-
Class NR Certificates(13)
5.0810%
$66,644,186
*/*/*
Class R Certificates
N/A(14)
N/A(14)
*/*/*
Class X Certificates
0.5269%(15)
$5,331,517,186 (16)
Aaa/AAA
</TABLE>
------------
(1) The
Certificates marked with an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes
of making distributions on the Class A-1, Class A-1S, Class
A-2, Class
A-2S, Class A-3, Class A-3S, Class A-1A, Class A-M, Class A-MS,
Class A-J,
Class A-JS, Class B, Class B-S, Class C, Class C-S, Class D,
Class D-S,
Class E, Class E-S, Class F, Class F-S, Class G, Class G-S,
Class H,
Class H-S Certificates and the Class A-2SFL and Class A-JFL
Regular
Interests, the pool of Mortgage Loans will be deemed to consist
of
two
distinct Loan Groups, Loan Group S and Loan Group R.
(3) For purposes
of making distributions to the Class A-1, Class A-2, Class
A-3 and
Class A-1A Certificates, the Group R Mortgage Loans will be
deemed
to consist
of two distinct Loan Groups, Loan Group R-1 and Loan Group R-2.
(4) The Class
A-2SFL Regular Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-2SFL Certificates in exchange therefor. The
Pass-Through
Rate
applicable to the Class A-2SFL Regular Interest on each
Distribution
Date will
be equal to the Class A-2SFL Regular Interest Pass-Through
Rate.
The
Pass-Through Rate applicable to the Class A-2SFL Certificates on
each
Distribution Date will be equal to the Class A-2SFL Pass-Through
Rate. The
Class
A-JFL Regular Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-JFL Certificates in exchange therefor. The Pass-Through
Rate
applicable to the Class A-JFL Regular Interest on each
Distribution
Date will
be equal to the Class A-JFL Regular Interest Pass-Through Rate.
The
Pass-Through Rate applicable to the Class A-JFL Certificates on
each
Distribution Date will be equal to the Class A-JFL Pass-Through
Rate.
(5) The
Certificate Balance of the Class A-2SFL Certificates will be equal
at
all times
to the Certificate Balance of the Class A-2SFL Regular
Interest.
The
Original Certificate Balance of the Class A-2SFL Certificates will
be
equal to
$150,000,000. The Certificate Balance of the Class A-JFL
Certificates will be equal at all times to the Certificate Balance
of the
Class
A-JFL Regular Interest. The Original Certificate Balance of the
Class
A-JFL Certificates will be equal to $100,000,000.
(6) The Class
A-2SFL Regular Interest and Class A-JFL Regular Interest will
not be
rated. The ratings shown are with respect to the Class A-2SFL
Certificates and Class A-JFL Certificates and only reflect receipt
of
interest
at the Class A-2SFL Regular Interest and Class A-JFL Regular
Interest
Pass-Through Rate, respectively.
(7) Subject to a
maximum Pass-Through Rate equal to the Group R WAC Rate.
(8) Subject to a
maximum Pass-Through Rate equal to the Group S WAC Rate.
(9) The
Pass-Through Rate for any Distribution Date for the Class D and
Class
E
Certificates will be a per annum rate equal to the Group R WAC Rate
for
the
Distribution Date minus 0.1590% and 0.0610%, respectively.
(10) The Pass-Through
Rate for any Distribution Date for the Class H
Certificates will be a per annum rate equal to the Group R WAC
Rate.
(11) The Pass-Through
Rate for any Distribution Date for the Class E-S will be
a per
annum rate equal to the Group S WAC Rate for the Distribution
Date
minus
0.1940%.
(12) The Pass-Through
Rate for any Distribution Date for the Class G-S and
Class H-S
Certificates will be a per annum rate equal to the Group S WAC
Rate.
(13) Subject to a
maximum Pass-Through Rate equal to the Pool WAC Rate.
(14) The Class R
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
(15) The Pass Through
Rate for the Class X Certificates will be calculated in
accordance with
the definition of "Class X Pass Through Rate".
(16) The Class X
Certificates will not have a Certificate Balance; rather, such
Class of
Certificates will accrue interest as provided herein on the
Class
X Notional
Amount.
As of the close of business on the Cut-off Date, the Mortgage
Loans
had an aggregate principal balance, after application of all
payments of
principal due on or before such date, whether or not received,
equal to
$5,331,517,186.
Eight (8) mortgage loans (or groups of mortgage loans), the 599
Lexington Avenue Pari Passu Companion Loans, the Skyline Portfolio
Pari Passu
Companion Loans, the Solana Pari Passu Companion Loan, the
Americold Pool 2 Pari
Passu Companion Loans, the Anchor Government Assets AB Companion
Loan, the
Timberline Apartments AB Companion Loan, the Turtle Creek Park AB
Companion Loan
and the Overland Park Trade Center AB Companion Loan (collectively,
the
"Companion Loans"), are not part of the Trust Fund, but are secured
by the same
Mortgage that secures the related Mortgage Loan (each, with the
exception of the
599 Lexington Avenue Mortgage Loan, the Skyline Portfolio Mortgage
Loan, the
Solana Mortgage Loan and the Americold Pool 2 Mortgage Loan, an "AB
Mortgage
Loan" and, collectively, the "AB Mortgage Loans") that is part of
the Trust
Fund. As and to the extent provided herein, the Companion Loans
will be serviced
and administered in accordance with this Agreement. Amounts
attributable to the
Companion Loans will not be assets of the Trust Fund, and (except
to the extent
that such amounts are payable or reimbursable to any party to this
Agreement)
will be owned by the related Companion Holders.
The 599 Lexington Avenue Whole Loan consists of the 599
Lexington
Avenue Mortgage Loan and the 599 Lexington Avenue Pari Passu
Companion Loans.
The 599 Lexington Avenue Mortgage Loan and the 599 Lexington Avenue
Pari Passu
Companion Loans are pari passu with each other. The 599 Lexington
Avenue
Mortgage Loan is part of the Trust Fund. The 599 Lexington Avenue
Pari Passu
Companion Loans are not part of the Trust Fund. The 599 Lexington
Avenue
Mortgage Loan and the 599 Lexington Avenue Pari Passu Companion
Loans will be
serviced and administered in accordance with this Agreement and the
599
Lexington Avenue Intercreditor Agreement.
The Skyline Portfolio Whole Loan consists of the Skyline
Portfolio
Mortgage Loan and the Skyline Portfolio Pari Passu Companion Loans.
The Skyline
Portfolio Mortgage Loan and the Skyline Portfolio Pari Passu
Companion Loans are
pari passu with each other. The Skyline Portfolio Mortgage Loan is
part of the
Trust Fund. The Skyline Portfolio Pari Passu Companion Loans are
not part of the
Trust Fund. The Skyline Portfolio Mortgage Loan and the Skyline
Portfolio Pari
Passu Companion Loans will be serviced and administered in
accordance with the
BACM 2007-1 Pooling Agreement and the Skyline Portfolio
Intercreditor Agreement.
The Solana Whole Loan consists of the Solana Mortgage Loan and
the
Solana Pari Passu Companion Loan. The Solana Mortgage Loan and the
Solana Pari
Passu Companion Loan are pari passu with each other. The Solana
Mortgage Loan is
part of the Trust Fund. The Solana Pari Passu Companion Loan is not
part of the
Trust Fund. The Solana Mortgage Loan and the Solana Pari Passu
Companion Loan
will be serviced and administered in accordance with the BACM
2007-1 Pooling
Agreement and the Solana Intercreditor Agreement.
The Americold Pool 2 Whole Loan consists of the Americold Pool
2
Mortgage Loan and the Americold Pool 2 Pari Passu Companion Loans.
The Americold
Pool 2 Mortgage Loan and the Americold Pool 2 Pari Passu Companion
Loans are
pari passu with each other. The Americold Pool 2 Mortgage Loan is
part of the
Trust Fund. The Americold Pool 2 Pari Passu Companion Loans are not
part of the
Trust Fund. The Americold Pool 2 Mortgage Loan and the Americold
Pool 2 Pari
Passu Companion Loans will be serviced and administered in
accordance with the
JPMCC 2007-CIBC18 Pooling Agreement and the Americold Pool 2
Intercreditor
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, the Special Servicer, the Trustee
and the
Co-Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized
terms, unless
the context otherwise requires, shall have the meanings specified
in this
Article.
"10-K Filing Deadline": As defined in Section 11.05.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"599
Lexington Avenue A2 Pari Passu Companion Loan": With respect to
the 599 Lexington Avenue Whole Loan, the related promissory note
made by the
related Mortgagor and secured by the Mortgage on the Lexington
Avenue Mortgaged
Property and designated as promissory note A2, which is not
included in the
Trust and which is pari passu in right of payment to the 599
Lexington Avenue
Mortgage Loan and the 599 Lexington Avenue A3 Pari Passu Companion
Loan and the
599 Lexington Avenue A4 Pari Passu Companion Loan, to the extent
set forth in
the related Mortgage Loan documents and as provided in the 599
Lexington Avenue
Intercreditor Agreement.
"599 Lexington Avenue A3 Pari Passu Companion Loan": With respect
to
the 599 Lexington Avenue Whole Loan, the related promissory note
made by the
related Mortgagor and secured by the Mortgage on the Lexington
Avenue Mortgaged
Property and designated as promissory note A3, which is not
included in the
Trust and which is pari passu in right of payment to the 599
Lexington Avenue
Mortgage Loan and the 599 Lexington Avenue A2 Pari Passu Companion
Loan and the
599 Lexington Avenue A4 Pari Passu Companion Loan, to the extent
set forth in
the related Mortgage Loan documents and as provided in the 599
Lexington Avenue
Intercreditor Agreement.
"599 Lexington Avenue A4 Pari Passu Companion Loan": With respect
to
the 599 Lexington Avenue Whole Loan, the related promissory note
made by the
related Mortgagor and secured by the Mortgage on the Lexington
Avenue Mortgaged
Property and designated as promissory note A4, which is not
included in the
Trust and which is pari passu in right of payment to the 599
Lexington Avenue
Mortgage Loan and the 599 Lexington Avenue A2 Pari Passu Companion
Loan and the
599 Lexington Avenue A3 Pari Passu Companion Loan, to the extent
set forth in
the related Mortgage Loan documents and as provided in the 599
Lexington Avenue
Intercreditor Agreement.
"599 Lexington Avenue Companion Loan Securities": Any class of
securities backed, wholly or partially, by any 599 Lexington Avenue
Pari
Passu Companion Loan.
"599 Lexington Avenue Controlling Holder": The "Majority
Lenders"
as defined in the 599 Lexington Avenue Intercreditor Agreement.
"599 Lexington Avenue Intercreditor Agreement": The
Intercreditor
Agreement, by and among the holders of the 599 Lexington Avenue
Notes, relating
to the relative rights of such holders of the 599 Lexington Avenue
Whole Loan,
as the same may be further amended in accordance with the terms
thereof.
"599 Lexington Avenue Mortgage Loan": With respect to the 599
Lexington Avenue Whole Loan, the Mortgage Loan that is included in
the Trust
(identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule),
which is
designated as promissory note A1 and is pari passu in right of
payment with the
599 Lexington Avenue Pari Passu Companion Loans to the extent set
forth in the
599 Lexington Avenue Whole Loan and as provided in the 599
Lexington Avenue
Intercreditor Agreement.
"599 Lexington Avenue Mortgaged Property": The Mortgaged
Property
that secures the 599 Lexington Avenue Whole Loan.
"599 Lexington Avenue Notes": The 599 Lexington Avenue Mortgage
Loan and the 599 Lexington Avenue Pari Passu Companion Loans.
"599 Lexington Avenue Pari Passu Companion Loan": Each of the
599
Lexington Avenue A2 Pari Passu Companion Loan, the 599 Lexington
Avenue A3 Pari
Passu Companion Loan and the 599 Lexington Avenue A4 Pari Passu
Companion Loan.
"599 Lexington Avenue Pari Passu Companion Loan Holder": Each
holder of a 599 Lexington Avenue Pari Passu Companion Loan.
"599 Lexington Avenue Whole Loan": The 599 Lexington Avenue
Mortgage
Loan, together with the 599 Lexington Avenue Pari Passu Companion
Loans, each of
which is secured by the same Mortgage on the 599 Lexington Avenue
Mortgaged
Property. References herein to the 599 Lexington Avenue Whole Loan
shall be
construed to refer to the aggregate indebtedness under the 599
Lexington Avenue
Notes.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"AB Whole Loan": Each of the Anchor Government Assets Whole
Loan,
the Timberline Apartments Whole Loan, the Turtle Creek Park Whole
Loan and the
Overland Park Trade Center Whole Loan.
"Acceptable Insurance Default": With respect to any Mortgage Loan
or
Serviced Whole Loan that expressly requires the Mortgagor to
maintain insurance
coverage for acts of terrorism, a default under the related
Mortgage Loan
documents arising by reason of any failure on the part of the
related Mortgagor
to maintain with respect to the related Mortgaged Property specific
insurance
coverage with respect to, or an all-risk casualty insurance policy
that does not
specifically exclude, terrorist or similar acts, and/or any failure
on the part
of the related Mortgagor to maintain with respect to the related
Mortgaged
Property insurance coverage with respect to damages or casualties
caused by
terrorist or similar acts upon terms not materially less favorable
than those in
place as of the Closing Date, as to which default the applicable
Master Servicer
and the Special Servicer may forbear taking any enforcement action,
provided,
that the applicable Master Servicer (with respect to Non-Specially
Serviced
Mortgage Loans) or Special Servicer (with respect to Specially
Serviced Mortgage
Loans), as applicable, may forbear taking any enforcement action;
provided that
the Special Servicer has determined, in its reasonable judgment,
based on
inquiry consistent with the Servicing Standards and subject to the
consent of
the Directing Certificateholder (or, with respect to a Serviced
Whole Loan,
after receiving no objection from the applicable Serviced Whole
Loan Controlling
Holder), that either (a) such insurance is not available at
commercially
reasonable rates and that such hazards are not at the time commonly
insured
against for properties similar to the related Mortgaged Property
and located in
or around the region in which such related Mortgaged Property is
located, or (b)
such insurance is not available at any rate; provided, however, the
Directing
Certificateholder (or, in the case of a Serviced Whole Loan, the
applicable
Serviced Whole Loan Controlling Holder) will not have more than 30
days to
respond to the Special Servicer's request for consent; provided,
further, that
upon the Special Servicer's determination, consistent with the
Servicing
Standards, that exigent circumstances do not allow the Special
Servicer to wait
for the consent of the Directing Certificateholder (or, in the case
of a
Serviced Whole Loan, wait for any objection from the applicable
Serviced Whole
Loan Controlling Holder), the Special Servicer will not be required
to do so.
The Special Servicer shall be entitled to rely on insurance
consultants in
making determinations described above. The costs of such insurance
consultants
shall be paid from the applicable Certificate Account as a
Servicing Advance to
the extent the Mortgage Loan documents do not prohibit such amounts
from being
collected from the related Mortgagor and otherwise as an expense of
the Trust
Fund.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates (other than the Class
A-2SFL and
Class A-JFL Certificates) and the Class A-2SFL and Class A-JFL
Regular
Interests, an amount equal to interest for the related Interest
Accrual Period
at the Pass-Through Rate of such Class of Certificates or the Class
A-2SFL or
Class A-JFL Regular Interest, as applicable, for such Distribution
Date, accrued
on the related Certificate Balance (or with respect to the Class X
Certificates,
the Notional Amount of such Class) outstanding immediately prior to
such
Distribution Date (provided that for interest accrual purposes any
distributions
in reduction of Certificate Balance or Notional Amount or
reductions in
Certificate Balance or Notional Amount as a result of allocations
of Collateral
Support Deficit on the Distribution Date occurring in an Interest
Accrual Period
shall be deemed to have been made on the first day of such Interest
Accrual
Period). Accrued Certificate Interest shall be calculated on the
basis of a
360-day year consisting of twelve 30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the
Class X, Class
S, Class A-2SFL and Class A-JFL Certificates and the Residual
Certificates), and
the Class A-2SFL and Class A-JFL Regular Interest that had an
increase to its
Certificate Balance as a result of a recovery of Nonrecoverable
Advances, an
amount equal to interest at the Pass-Through Rate applicable to
that Class on
the amount of such increase to its Certificate Balance accrued from
the
Distribution Date on which Collateral Support Deficit was allocated
to such
Class as a result of the reimbursement of Nonrecoverable Advances
from the Trust
to, but not including, the Distribution Date on which the
Certificate Balance
was so increased.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other than the lender under
such Mortgage
Loan as of the Closing Date as set forth on Schedule 1 hereto, as
increased or
decreased from time to time pursuant to the terms of the related
subordinate
loan documents (including any subordination agreement).
"Additional Disclosure Notification": The form of notification to
be
included with any Additional Form 10-D Disclosure, Additional Form
10-K
Disclosure or Form 8-K Disclosure Information which is attached
hereto as
Exhibit AA.
"Additional Exclusions": Exclusions in addition to those
customarily
found in the insurance policies for mortgaged properties similar to
the
Mortgaged Properties on September 11, 2001.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Servicer": Each Affiliate of the applicable Master
Servicer, the Special Servicer or any Mortgage Loan Seller that
services any of
the Mortgage Loans and each Person who is not an Affiliate of the
applicable
Master Servicer, other than the Special Servicer, who Services 10%
or more of
the Mortgage Loans by unpaid principal balance as of any date of
determination
pursuant to Article XI.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each
case computed on
the basis of the Stated Principal Balance of the related Mortgage
Loan and in
the same manner as interest is calculated on such Mortgage
Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"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.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"AIG": AIG Mortgage Capital, LLC and its successors in interest
and
assigns.
"Americold Pool 2 A-1A Pari Passu Companion Loan": With respect
to
the Americold Pool 2 Whole Loan, the related promissory note made
by the related
Mortgagor and secured by the Mortgage on the Americold Pool 2
Mortgaged Property
and designated as promissory note A-1A, which is not included in
the Trust and
which is pari passu in right of payment to the Americold Pool 2
Mortgage Loan
and the Americold Pool 2 A-1B Pari Passu Companion Loan, the
Americold Pool 2
A-2A Pari Passu Companion Loan and the Americold Pool 2 A-2C Pari
Passu
Companion Loan, to the extent set forth in the related Mortgage
Loan documents
and as provided in the Americold Pool 2 Intercreditor
Agreement.
"Americold Pool 2 A-1B Pari Passu Companion Loan": With respect
to
the Americold Pool 2 Whole Loan, the related promissory note made
by the related
Mortgagor and secured by the Mortgage on the Americold Pool 2
Mortgaged Property
and designated as promissory note A-1B, which is not included in
the Trust and
which is pari passu in right of payment to the Americold Pool 2
Mortgage Loan
and the Americold Pool 2 A-1A Pari Passu Companion Loan, the
Americold Pool 2
A-2A Pari Passu Companion Loan and the Americold Pool 2 A-2C Pari
Passu
Companion Loan, to the extent set forth in the related Mortgage
Loan documents
and as provided in the Americold Pool 2 Intercreditor
Agreement.
"Americold Pool 2 A-2A Pari Passu Companion Loan": With respect
to
the Americold Pool 2 Whole Loan, the related promissory note made
by the related
Mortgagor and secured by the Mortgage on the Americold Pool 2
Mortgaged Property
and designated as promissory note A-2A, which is not included in
the Trust and
which is pari passu in right of payment to the Americold Pool 2
Mortgage Loan
and the Americold Pool 2 A-1A Pari Passu Companion Loan, the
Americold Pool 2
A-1B Pari Passu Companion Loan and the Americold Pool 2 A-2C Pari
Passu
Companion Loan, to the extent set forth in the related Mortgage
Loan documents
and as provided in the Americold Pool 2 Intercreditor
Agreement.
"Americold Pool 2 A-2C Pari Passu Companion Loan": With respect
to
the Americold Pool 2 Whole Loan, the related promissory note made
by the related
Mortgagor and secured by the Mortgage on the Americold Pool 2
Mortgaged Property
and designated as promissory note A-2C, which is not included in
the Trust and
which is pari passu in right of payment to the Americold Pool 2
Mortgage Loan
and the Americold Pool 2 A-1A Pari Passu Companion Loan, the
Americold Pool 2
A-1B Pari Passu Companion Loan and the Americold Pool 2 A-2A Pari
Passu
Companion Loan, to the extent set forth in the related Mortgage
Loan documents
and as provided in the Americold Pool 2 Intercreditor
Agreement.
"Americold Pool 2 Companion Loan Securities": Any class of
securities backed, wholly or partially, by any Americold Pool 2
Pari Passu
Companion Loan.
"Americold Pool 2 Intercreditor Agreement": The Intercreditor
Agreement, by and among the holders of the Americold Pool 2 Notes,
relating to
the relative rights of such holders of the Americold Pool 2 Whole
Loan, as the
same may be further amended in accordance with the terms
thereof.
"Americold Pool 2 Mortgage Loan": With respect to the Americold
Pool
2 Whole Loan, the Mortgage Loan that is included in the Trust
(identified as
Mortgage Loan No. 61 on the Mortgage Loan Schedule), which is
designated as
promissory note A-2B and is pari passu in right of payment with the
Americold
Pool 2 Pari Passu Companion Loans to the extent set forth in the
Americold Pool
2 Whole Loan and as provided in the Americold Pool 2 Intercreditor
Agreement.
"Americold Pool 2 Mortgaged Property": The Mortgaged Property
that
secures the Americold Pool 2 Whole Loan.
"Americold Pool 2 Notes": The Americold Pool 2 Mortgage Loan and
the
Americold Pool 2 Pari Passu Companion Loans.
"Americold Pool 2 Pari Passu Companion Loan": Each of the
Americold
Pool 2 A-1A Pari Passu Companion Loan, the Americold Pool 2 A-1B
Pari Passu
Companion Loan, the Americold Pool 2 A-2A Pari Passu Companion Loan
and the
Americold Pool 2 A-2C Pari Passu Companion Loan.
"Americold Pool 2 Pari Passu Companion Loan Holder": Each holder
of
a Americold Pool 2 Pari Passu Companion Loan.
"Americold Pool 2 Whole Loan": The Americold Pool 2 Mortgage
Loan,
together with the Americold Pool 2 Pari Passu Companion Loans, each
of which is
secured by the same Mortgage on the Americold Pool 2 Mortgaged
Property.
References herein to the Americold Pool 2 Whole Loan shall be
construed to refer
to the aggregate indebtedness under the Americold Pool 2 Notes.
"Anchor Government Assets AB Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Anchor Government
Assets Mortgage
Loan.
"Anchor Government Assets Intercreditor Agreement": That
certain
Intercreditor Agreement Among Noteholders, dated as of December 29,
2006, by and
between PNC Bank, National Association, as the A Note Holder, and
CBA Mezzanine
Capital Finance, LLC, as the B Note Holder. The Anchor Government
Assets
Intercreditor Agreement relates to the Anchor Government Assets
Whole Loan.
"Anchor Government Assets Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as loan number 65.
"Anchor Government Assets Whole Loan": The Anchor Government
Assets
Mortgage Loan and the Anchor Government Assets AB Companion
Loan.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that
is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date
upon which such Mortgage Loan commences accruing interest at such
Revised Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"Applicable Servicing Criteria": means with respect to the
Trustee,
the Co-Trustee, each Master Servicer, the Special Servicer or any
Servicing
Function Participant, the Servicing Criteria applicable to it, as
set forth on
Exhibit W attached hereto. For clarification purposes, multiple
parties can have
responsibility for the same Applicable Servicing Criteria. With
respect to a
Servicing Function Participant engaged by the Trustee, the
Co-Trustee, a Master
Servicer or the Special Servicer, the term "Applicable Servicing
Criteria" may
refer to a portion of the Applicable Servicing Criteria applicable
to such
Master Servicer, the Special Servicer, the Trustee or the
Co-Trustee, as the
case may be.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New
York; and (b) such other state or local tax laws whose
applicability shall have
been brought to the attention of the Trustee by either (i) an
Opinion of Counsel
delivered to them, or (ii) written notice from the appropriate
taxing authority
as to the applicability of such state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in properties of like kind and
in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in
connection with an
Appraisal Reduction, a valuation meeting the requirements of clause
(b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than the Non-Serviced Mortgage Loans) and any
Serviced
Whole Loan as to which an Appraisal Reduction Event has occurred,
will be an
amount calculated by the applicable Master Servicer, based upon the
appraised
value determined by the Special Servicer, in consultation with the
Directing
Certificateholder, as of the first Determination Date that is at
least 10
Business Days following the date on which the Special Servicer
receives and
delivers to the applicable Master Servicer the related Appraisal,
equal to the
excess of (a) the Stated Principal Balance of such Mortgage Loan
and any related
Companion Loan or the Stated Principal Balance of the applicable
Serviced Whole
Loan, as the case may be, over (b) the excess of (i) the sum of (A)
90% of the
Appraised Value of the related Mortgaged Property as determined (1)
by one or
more Appraisals with respect to any Mortgage Loan (together with
any other
Mortgage Loan cross-collateralized with such Mortgage Loan) (or any
Serviced
Whole Loan) with an outstanding principal balance equal to or in
excess of
$2,000,000 (the costs of which shall be paid by the applicable
Master Servicer
as a Servicing Advance) or (2) by an internal valuation performed
by the Special
Servicer with respect to any Mortgage Loan (together with any other
Mortgage
Loan cross-collateralized with such Mortgage Loan) (or any Serviced
Whole Loan)
with an outstanding principal balance less than $2,000,000, and (B)
all escrows,
letters of credit and reserves in respect of such Mortgage Loan (or
a Serviced
Whole Loan) as of the date of calculation over (ii) the sum of, as
of the Due
Date occurring in the month of the date of determination, (A) to
the extent not
previously advanced by the applicable Master Servicer or the
Co-Trustee, all
unpaid interest due on such Mortgage Loan (or a Serviced Whole
Loan) at a per
annum rate equal to its Mortgage Rate (and any accrued and unpaid
interest on
any related Companion Loan), (B) all unreimbursed Advances and
interest thereon
at the Reimbursement Rate in respect of such Mortgage Loan (or a
Serviced Whole
Loan) and (C) all currently due and unpaid real estate taxes,
assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and
all other
amounts due and unpaid with respect to such Mortgage Loan or
Serviced Whole
Loan, as applicable (which taxes, premiums, ground rents and other
amounts have
not been the subject of an Advance by the applicable Master
Servicer or the
Co-Trustee, as applicable); provided, however, without limiting the
Special
Servicer's obligation to order and obtain such Appraisal, if the
Special
Servicer has not obtained the Appraisal or valuation, as
applicable, referred to
above within 60 days of the Appraisal Reduction Event (or with
respect to the
Appraisal Reduction Events set forth in clauses (i) and (vi) of the
definition
of Appraisal Reduction Event, within 120 days or 90 days,
respectively, after
the initial delinquency for the related Appraisal Reduction Event),
the amount
of the Appraisal Reduction shall be deemed to be an amount equal to
25% of the
current Stated Principal Balance of the related Mortgage Loan (or
the Serviced
Whole Loan in the case of a Serviced Whole Loan) until such time as
such
appraisal or valuation referred to above is received and the
Appraisal Reduction
is calculated. Within 60 days after the Appraisal Reduction Event,
the Special
Servicer shall order and receive an Appraisal (the cost of which
shall be paid
by the applicable Master Servicer as a Servicing Advance);
provided, however,
that with respect to an Appraisal Reduction Event as set forth in
clause (i) of
the definition of Appraisal Reduction Event, the Special Servicer
shall order
and receive such Appraisal within the 120-day period set forth in
such clause
(i), which Appraisal shall be delivered by the Special Servicer to
the
applicable Master Servicer, the Directing Certificateholder, the
Co-Trustee and
the Trustee.
With respect to each Mortgage Loan (other than the Non-Serviced
Mortgage Loans) and with respect to a Serviced Whole Loan and any
related
Companion Loan as to which an Appraisal Reduction has occurred
(unless such
Mortgage Loan or Serviced Whole Loan has become a Corrected
Mortgage Loan (for
such purposes taking into account any amendment or modification of
such Mortgage
Loan, any related Companion Loan or any Serviced Whole Loan), the
Special
Servicer shall, within thirty (30) days of each anniversary of the
related
Appraisal Reduction Event, order an Appraisal (which may be an
update of a prior
Appraisal), the cost of which shall be paid by the applicable
Master Servicer as
a Servicing Advance or conduct an internal valuation, as applicable
and,
promptly following receipt of any such Appraisal or the completion
of any such
internal valuation, shall deliver a copy thereof to the applicable
Master
Servicer, the Directing Certificateholder, the Co-Trustee and the
Trustee and
with respect to each Serviced Whole Loan, the related Controlling
Holder. Based
upon such Appraisal or internal valuation of the Special Servicer,
the
applicable Master Servicer shall redetermine (in consultation with
the Directing
Certificateholder) and report to the Directing Certificateholder,
the Special
Servicer, the Co-Trustee and the Trustee the amount of the
Appraisal Reduction
with respect to such Mortgage Loan and Companion Loan or Serviced
Whole Loan, as
applicable, and such redetermined Appraisal Reduction shall replace
the prior
Appraisal Reduction with respect to such Mortgage Loan and
Companion Loan or
Serviced Whole Loan, as applicable. The Directing Certificateholder
shall have
ten (10) Business Days to review each calculation of an Appraisal
Reduction.
Notwithstanding the foregoing, the Special Servicer will not be
required to
obtain an Appraisal or conduct an internal valuation, as
applicable, with
respect to a Mortgage Loan, any related Companion Loan and any
Serviced Whole
Loan which is the subject of an Appraisal Reduction Event to the
extent the
Special Servicer has obtained an Appraisal or conducted such a
valuation (in
accordance with requirements of this Agreement), as applicable,
with respect to
the related Mortgaged Property within the twelve-month period
immediately prior
to the occurrence of such Appraisal Reduction Event. Instead, the
Special
Servicer may use such prior Appraisal or valuation, as applicable,
in
calculating any Appraisal Reduction with respect to such Mortgage
Loan, any
related Companion Loan and any Serviced Whole Loan; provided that
the Special
Servicer is not aware of any material change to the related
Mortgaged Property
having occurred and affecting the validity of such appraisal or
valuation, as
applicable, and provides notice to the applicable Master Servicer
to use such
previous Appraisal or update.
Any Appraisal Reduction in respect of the Skyline Portfolio
Whole
Loan or the Solana Whole Loan shall be calculated by the BACM
2007-1 Master
Servicer in accordance with and pursuant to the terms of the BACM
2007-1 Pooling
Agreement. Any Appraisal Reduction in respect of the Americold Pool
2 Whole Loan
shall be calculated by the JPMCC 2007-CIBC18 Primary Servicer in
accordance with
and pursuant to the terms of the JPMCC 2007-CIBC18 Pooling
Agreement. Any
Mortgage Loan, any related Companion Loan and any Serviced Whole
Loan, as
applicable, previously subject to an Appraisal Reduction which
Mortgage Loan,
any related Companion Loan and any Serviced Whole Loan, as
applicable, has
become a Corrected Mortgage Loan (for such purposes taking into
account any
amendment or modification of such Mortgage Loan, any related
Companion Loan and
any Serviced Whole Loan, as applicable), and with respect to which
no other
Appraisal Reduction Event has occurred and is continuing, will no
longer be
subject to an Appraisal Reduction. Any Appraisal Reduction for a
Serviced Whole
Loan shall be allocated in accordance with the applicable Serviced
Whole Loan
Intercreditor Agreement to the applicable Serviced Mortgage Loan
and the
applicable Companion Loan and, in the absence of provisions
allocating such
amounts in the applicable Intercreditor Agreement, in the case of a
Serviced
Whole Loan, first to the related subordinate Companion Loan, if
any, until
reduced to zero and then to the related Mortgage Loan and each pari
passu
Companion Loan(s), pro rata and pari passu among the Mortgage Loan
and the
related pari passu Companion Loans in accordance with their
respective Stated
Principal Balances.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan (other than the
Non-Serviced
Mortgage Loans) or the related REO Property will be reduced to zero
as of the
date on which such Mortgage Loan is paid in full, liquidated,
repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loans) and any related
Companion Loan, the
earliest of (i) 120 days after an uncured delinquency (without
regard to the
application of any grace period) occurs in respect of such Mortgage
Loan and any
related Companion Loan, (ii) the date on which a reduction in the
amount of
Monthly Payments on such Mortgage Loan and any related Companion
Loan, or a
change in any other material economic term of such Mortgage Loan
and any related
Companion Loan (other than an extension of the Maturity Date),
becomes effective
as a result of a modification of such Mortgage Loan and any related
Companion
Loan by the Special Servicer, (iii) the date on which a receiver
has been
appointed, (iv) 60 days after a Mortgagor declares bankruptcy, (v)
60 days after
the date on which an involuntary petition of bankruptcy is filed
with respect to
a Mortgagor if not dismissed within such time, (vi) 90 days after
an uncured
delinquency occurs in respect of a Balloon Payment with respect to
such Mortgage
Loan and any related Companion Loan, except where a refinancing is
anticipated
within 120 days after the Maturity Date of the Mortgage Loan or the
Mortgage
Loan and any related Companion Loan, in which case 120 days after
such uncured
delinquency, and (vii) immediately after such Mortgage Loan and any
related
Companion Loan, becomes an REO Loan; provided, however, that an
Appraisal
Reduction Event shall not occur at any time when the aggregate
Certificate
Balances of all Classes of Certificates (other than the Class A
Certificates)
have been reduced to zero. The Special Servicer shall notify the
applicable
Master Servicer, or the applicable Master Servicer shall notify the
Special
Servicer, as applicable, promptly upon the occurrence of any of the
foregoing
events.
"Appraised Value": With respect to any Mortgaged Property
(other
than the Skyline Portfolio Mortgaged Property, the Solana Mortgaged
Property and
the Americold Pool 2 Mortgaged Property), the appraised value
thereof as
determined by an Appraisal of the Mortgaged Property securing the
related
Mortgage Loan or any Serviced Whole Loan, as applicable. With
respect to the
Skyline Portfolio Mortgaged Property, the Solana Mortgaged Property
and the
Americold Pool 2 Mortgaged Property, the appraised value allocable
thereto is
determined pursuant to and in accordance with the applicable
Non-Serviced
Pooling Agreement.
"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 Excess 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.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar instrument
executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and
profits
derived from the ownership, operation, leasing or disposition of
all or a
portion of such Mortgaged Property, in the form which was duly
executed,
acknowledged and delivered, as amended, modified, renewed or
extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in respect of its Balloon
Payment
(including any REO Loan as to which the Balloon Payment would have
been past
due), an amount equal to the sum of (a) the principal portion of
the Monthly
Payment that would have been due on such Mortgage Loan on the
related Due Date
based on the constant payment required by the related Mortgage Note
or the
original amortization schedule thereof (as calculated with interest
at the
related Mortgage Rate), if applicable, assuming such Balloon
Payment has not
become due, after giving effect to any reduction in the principal
balance
thereof occurring in connection with a modification of such
Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and
(b) interest
on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Trustee or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section
5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Mortgage Loans (and in
the
case of
the Non-Serviced Mortgage Loans, only to the extent received by
the Trust
pursuant to the applicable Intercreditor Agreement) on deposit
in each
Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited
to
any
portion of each Certificate Account that is held for the benefit
of
the
Companion Holders) and the Lower-Tier Distribution Account
(without
regard to
any payments made to or received from the Swap Counterparty) as
of the
close of business on the related P&I Advance Date, exclusive
of
(without
duplication):
(i) all Monthly Payments paid by the Mortgagors that are due
on a Due Date following the end of the related Due Period,
including
interest related to payments received after, but due on or
before,
the Cut-off Date;
(ii) all unscheduled Principal Prepayments (together with any
related payments of interest allocable to the period following
the
related Due Date for the related Mortgage Loan), Liquidation
Proceeds or Insurance and Condemnation Proceeds, in each case,
received subsequent to the related Determination Date (or, with
respect to voluntary Principal Prepayments for each Mortgage
Loan
with
a Due Date occurring after the related Determination Date, the
related Due Date);
(iii) all amounts payable or reimbursable to any Person from
each Certificate Account pursuant to clauses (ii) through
(xvii),
inclusive, and clauses (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account pursuant to clauses (iv)
through
(ix), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in each Certificate Account, the
Lower-Tier Distribution Account and, without duplication, the
REO
Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in
(1) each January or (2) any December in a year immediately
preceding
a year which is not a leap year (in either case, unless the
related
Distribution Date is the final Distribution Date), an amount
equal
to one day of interest on the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month preceding the month
in
which such Distribution Date occurs at the related Mortgage Rate
to
the extent such amounts are Withheld Amounts; and
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred from the REO Account to each
Certificate
Account
for such Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the
Master
Servicers
or the Co-Trustee, as applicable, for such Distribution Date
pursuant
to Section 4.03 or 7.05 (net of the related Trustee Fee with
respect to
the Mortgage Loans for which such P&I Advances are made);
(d) for the Distribution Date occurring in each March (or
February
if the
final Distribution Date occurs in such month), the Withheld
Amounts
remitted
to the Lower-Tier Distribution Account pursuant to Section
3.25(b);
and
(e) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount deposited into the Distribution Account pursuant to
Section
2.01(g)
that would have accrued for the calendar month prior to such
Distribution Date.
Notwithstanding the investment of funds held in the Certificate
Accounts
pursuant to Section 3.06, for purposes of calculating the Available
Distribution
Amount, the amounts so invested shall be deemed to remain on
deposit in such
account.
"BACM 2007-1 Master Servicer": The "Master Servicer" for the
Skyline
Portfolio Whole Loan and the Solana Whole Loan under the BACM
2007-1 Pooling
Agreement, which as of the date hereof is Bank of America, National
Association;
provided, however that if at any time the Skyline Portfolio Whole
Loan or the
Solana Whole Loan ceases to be serviced under the BACM 2007-1
Pooling Agreement,
then, with respect to such Whole Loan, references herein to the
BACM 2007-1
Master Servicer shall be deemed to be references to the successor
"Master
Servicer" for such Whole Loan as provided in the related
Intercreditor
Agreement.
"BACM 2007-1 Pooling Agreement": The (i) pooling and servicing
agreement dated as of February 1, 2007 among Banc of America
Commercial Mortgage
Inc, as depositor, Bank of America, National Association, as master
servicer,
LNR Partners, Inc., as special servicer and LaSalle Bank National
Association,
as trustee and REMIC administrator, as from time to time amended,
supplemented
or modified relating to the issuance of the Banc of America
Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-1
or (ii) with
respect to the Skyline Portfolio Whole Loan, any successor pooling
and servicing
agreement entered into pursuant to the Skyline Portfolio
Intercreditor Agreement
and with respect to the Solana Whole Loan, any successor pooling
and servicing
agreement entered into pursuant to the Solana Intercreditor
Agreement.
"BACM 2007-1 Special Servicer": The "Special Servicer" for the
Skyline Portfolio Whole Loan and the Solana Whole Loan under the
BACM 2007-1
Pooling Agreement, which as of the date hereof is LNR Partners,
Inc.; provided,
however that if at any time the Skyline Portfolio Whole Loan or the
Solana Whole
Loan ceases to be serviced under the BACM 2007-1 Pooling Agreement,
then, with
respect to such Whole Loan, references herein to the BACM 2007-1
Special
Servicer shall be deemed to be references to the successor "Special
Servicer"
for such Whole Loan as provided in the related Intercreditor
Agreement.
"BACM 2007-1 Trust": The Banc of America Commercial Mortgage
Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-1 trust,
which is
administered pursuant to the BACM 2007-1 Pooling Agreement.
"BACM 2007-1 Trustee": The "Trustee" under the BACM 2007-1
Pooling
Agreement, which as of the date hereof is LaSalle Bank National
Association.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion 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 Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Monthly Payment payable on the
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).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-1S,
Class A-2,
Class A-2S, Class A-3, Class A-3S, Class A-1A, Class A-M, Class
A-MS, Class A-J,
Class A-JS, Class B, Class B-S, Class C, Class C-S, Class D, Class
D-S, Class E,
Class E-S, Class F, Class F-S, Class G, Class G-S, Class H and
Class H-S
Certificates and the Class A-2SFL and Class A-JFL Regular
Interests, a fraction
(a) whose numerator is the greater of (x) zero and (y) the amount
by which (i)
the Pass-Through Rate on such Class of Certificates or Regular
Interest, as
applicable, exceeds (ii) the discount rate used in accordance with
the related
Mortgage Loan documents in calculating the Yield Maintenance Charge
with respect
to such Principal Prepayment and (b) whose denominator is the
amount by which
(i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the
discount rate used
in accordance with the related Mortgage Loan documents in
calculating the Yield
Maintenance Charge with respect to such Principal Prepayment.
However, under no
circumstances shall the Base Interest Fraction be greater than one.
If such
discount rate is greater than the Mortgage Rate on such Mortgage
Loan, then the
Base Interest Fraction will equal zero. Each Master Servicer shall
provide to
the Trustee the discount rate references above for purposes of
calculating the
Base Interest Fraction.
"Bid Allocation": With respect to the applicable Master Servicer
and
each Sub-Servicer therefor 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 Servicing Fee Amount for the applicable Master Servicer or
such
Sub-Servicer therefor, as the case may be, as of such date of
determination,
over (b) the aggregate of the Servicing Fee Amounts for the
applicable Master
Servicer and all Sub-Servicers therefor 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(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York, Pittsburgh,
Pennsylvania,
Chicago, Illinois, San Francisco, California, or the cities and
states in which
the Corporate Trust Office of the Trustee, or the principal place
of business of
any Master Servicer, the Trustee, the Co-Trustee or the Special
Servicer is
located, are authorized or obligated by law or executive order to
remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2007-LDP10, as executed and
delivered by the
Certificate Registrar and authenticated and delivered hereunder by
the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
accounts
created and maintained by each Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "Midland Loan Services, Inc., as Master Servicer No. 1, on
behalf of
Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial
Mortgage
Pass-Through Certificates, Series 2007-LDP10, Certificate Account"
and
"Wachovia Bank, National Association, as Master Servicer No. 2, on
behalf of
Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial
Mortgage
Pass-Through Certificates, Series 2007-LDP10, Certificate
Account"
respectively. Any such account or accounts shall be an Eligible
Account.
Subject to the related Intercreditor Agreement and taking into
account that
each Companion Loan is subordinate or pari passu to the related
Mortgage Loan
to the extent and as set forth in the related Intercreditor
Agreement, the
subaccount described in the second paragraph of Section 3.04(b)
that is part
of a Certificate Account shall be for the benefit of the related
Companion
Holder, to the extent funds on deposit in such subaccount are
attributed to
such Companion Loan and shall not be an asset of the Trust Fund or
the
Upper-Tier REMIC, the Middle-Tier REMIC or Lower-Tier REMIC formed
hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the Class S Certificates and
the Class X
Certificates) and the Class A-2SFL and Class A-JFL Regular
Interests, (i) on or
prior to the first Distribution Date, an amount equal to the
Original
Certificate Balance of such Class as specified in the Preliminary
Statement
hereto, and (ii) as of any date of determination after the first
Distribution
Date, the Certificate Balance of such Class of Certificates or
Regular Interests
on the Distribution Date immediately prior to such date of
determination
(determined as adjusted pursuant to Section 1.02(iii)). The
Certificate Balance
(including the Original Certificate Balance) of the Class A-2SFL
and Class A-JFL
Certificates shall be equal at all times to the Certificate Balance
of the Class
A-2SFL Regular Interest and the Class A-JFL Regular Interest,
respectively.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-2SFL,
Class A-JFL,
Class X, Class S and Class R Certificates) and the Class A-2SFL and
Class A-JFL
Regular Interests, the amount of Mortgage Deferred Interest
allocated to such
Class of Certificates or Regular Interests, as applicable, pursuant
to Section
4.06(a).
"Certificate Factor": With respect to any Class of Certificates,
as
of any date of determination, a fraction, expressed as a decimal
carried to at
least eight (8) places, the numerator of which is the then related
Certificate
Balance, and the denominator of which is the related Original
Certificate
Balance.
"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 Ownership Certification": As defined in Section
5.06.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement, any Certificate registered in the name of the
applicable Master
Servicer, the Special Servicer, the Trustee, the Co-Trustee, the
Depositor or
any Affiliate thereof shall be deemed not to be outstanding, and
the Voting
Rights to which it is entitled shall not be taken into account in
determining
whether the requisite percentage of Voting Rights necessary to
effect any such
consent, approval or waiver has been obtained, if such consent,
approval or
waiver sought from such party would in any way increase the
compensation of the
Depositor, the applicable Master Servicer, the Special Servicer,
the Co-Trustee
or the Trustee or limit the obligations of the Depositor, the
applicable Master
Servicer, the Special Servicer, the Co-Trustee or the Trustee, as
applicable,
hereunder; provided, however, so long as there is no Event of
Default with
respect to the applicable Master Servicer or the Special Servicer,
the
applicable Master Servicer, the Special Servicer or such Affiliate
of either
shall be entitled to exercise such Voting Rights with respect to
any issue which
could reasonably be believed to adversely affect such party's
compensation or
increase its obligations or liabilities hereunder; and provided,
further,
however, that such restrictions shall not apply to the exercise of
the Special
Servicer's rights (or the applicable Master Servicer's rights, if
any) or the
rights of any of their Affiliates as a member of the Controlling
Class. The
Trustee shall be entitled to request and rely upon a certificate of
the
applicable Master Servicer, the Special Servicer or the Depositor
in determining
whether a Certificate is registered in the name of an Affiliate of
such Person.
All references herein to "Holders" or "Certificateholders" shall
reflect the
rights of Certificate Owners as they may indirectly exercise such
rights through
the Depository and the Depository Participants, except as otherwise
specified
herein; provided, however, that the parties hereto shall be
required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a
Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer": As defined in Section 11.09.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same
alphabetical
(and, if applicable, numerical) Class designation and each
designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2 and
Class A-3 Certificate.
"Class A-S Certificate": Any Class A-1S, Class A-2S, Class
A-2SFL
and Class A-3S Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.1220%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit A-8 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.4390%.
"Class A-1S
Certificate": A Certificate designated as "Class A-1S"
on the face thereof, in the form of Exhibit A-2 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1S Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 4.9300%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.340%.
"Class A-2S Certificate": A Certificate designated as "Class
A-2S"
on the face thereof, in the form of Exhibit A-4 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-2S Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.3050%.
"Class A-2SFL 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-2SFL 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) all amounts (exclusive of any Yield Maintenance Charges
allocated in
respect of the Class A-2SFL Regular Interest) required to be paid
to the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date.
"Class A-2SFL Certificate": A Certificate designated as "Class
A-2SFL" on the face thereof, in the form of Exhibit A-5 hereto, and
evidencing
an undivided beneficial interest in the portion of the Grantor
Trust consisting
of the Class A-2SFL Regular Interest, the Class A-2SFL Floating
Rate Account,
the related Swap Contract and the proceeds thereof.
"Class A-2SFL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Class A-2SFL
Swap Default
while the Trustee is pursuing remedies under the related Swap
Contract pursuant
to Section 3.31 or (ii) following the termination of the related
Swap Contract,
the conversion of distributions to the Class A-2SFL Certificates
from
distributions based, in part, on interest payments from the related
Swap
Counterparty under the related Swap Contract to distributions based
solely on
distributions in respect of the Class A-2SFL Regular Interest, as
specified in
Section 4.01(k).
"Class A-2SFL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the related Swap
Counterparty by the
Trust under the related Swap Contract.
"Class A-2SFL Floating Rate Account": The trust account or
accounts
created and maintained as a separate account or accounts (or as a
subaccount of
the Distribution Account) by the Trustee pursuant to Section
3.04(b), which
shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust
2007-LDP10 Commercial Mortgage Pass Through Certificates, Series
2007-LDP10
Class A-2SFL Certificates, Class A-2SFL Floating Rate Account," and
which must
be an Eligible Account (or a subaccount of an Eligible Account).
The Class
A-2SFL Floating Rate Account shall not be an asset of either the
Lower-Tier
REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Class A-2SFL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the related
Swap Counterparty under the related Swap Contract.
"Class A-2SFL Interest Distribution Amount": With respect to
any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-2SFL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-2SFL Certificates
for all
previous Distribution Dates.
"Class A-2SFL Net Swap Payment": With respect to the related
Interest Accrual Period, the excess, if any of (i) the Class A-2SFL
Fixed Swap
Payment, over (ii) the Class A-2SFL Floating Swap Payment.
"Class A-2SFL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-2SFL Distribution Conversion has not
occurred and is
not continuing, a per annum rate equal to LIBOR plus 0.1300%, and
with respect
to any Distribution Date on which a Class A-2SFL Distribution
Conversion has
occurred and is continuing, a per annum rate equal to the Class
A-2SFL Regular
Interest Pass-Through Rate.
"Class A-2SFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-2SFL Regular Interest on
such
Distribution Date.
"Class A-2SFL Regular Interest": The uncertificated interest
corresponding to the Class A-2SFL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2SFL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate distributions on the Class
A-2SFL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-2SFL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to 5.1870%.
"Class A-2SFL Swap Default": (a) Any failure on the part of the
related Swap Counterparty to (i) make a required payment under the
related Swap
Contract or (ii) either post acceptable collateral or find an
acceptable
replacement Swap Counterparty after a Rating Agency Trigger Event
has occurred
as required by Part 1, paragraph (k) of the Schedule to the Master
Agreement in
the related Swap Contract or (b) an early termination date is
designated under
the related Swap Contract in accordance with its terms.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, in the form of Exhibit A-6 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.4200%.
"Class A-3S Certificate": A Certificate designated as "Class
A-3S"
on the face thereof, in the form of Exhibit A-7 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-3S Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.3170%.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit A-12 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.5030% and (ii)
the Group R
WAC Rate.
"Class A-JFL 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-JFL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the
related Swap Counterparty pursuant to the related Swap Contract for
such
Distribution Date, less (iii) all amounts (exclusive of any Yield
Maintenance
Charges allocated in respect of the Class A-JFL Regular Interest)
required to be
paid to the related Swap Counterparty pursuant to the related Swap
Contract for
such Distribution Date.
"Class A-JFL Certificate": A Certificate designated as "Class
A-JFL"
on the face thereof, in the form of Exhibit A-13 hereto, and
evidencing an
undivided beneficial interest in the portion of the Grantor Trust
consisting of
the Class A-JFL Regular Interest, the Class A-JFL Floating Rate
Account, the
related Swap Contract and the proceeds thereof.
"Class A-JFL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Class A-JFL Swap
Default
while the Trustee is pursuing remedies under the related Swap
Contract pursuant
to Section 3.31 or (ii) following the termination of the related
Swap Contract,
the conversion of distributions to the Class A-JFL Certificates
from
distributions based, in part, on interest payments from the related
Swap
Counterparty under the related Swap Contract to distributions based
solely on
distributions in respect of the Class A-JFL Regular Interest, as
specified in
Section 4.01(k).
"Class A-JFL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the related Swap
Counterparty by the
Trust under the related Swap Contract.
"Class A-JFL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the related
Swap Counterparty under the related Swap Contract.
"Class A-JFL Floating Rate Account": The trust account or
accounts
created and maintained as a separate account or accounts (or as a
subaccount of
the Distribution Account) by the Trustee pursuant to Section
3.04(b), which
shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust
2007-LDP10 Commercial Mortgage Pass Through Certificates, Series
2007-LDP10
Class A-JFL Certificates, Class A-JFL 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 the Lower-Tier REMIC,
Middle-Tier REMIC
or the Upper-Tier REMIC formed hereunder.
"Class A-JFL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-JFL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-JFL Certificates
for all
previous Distribution Dates.
"Class A-JFL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i) the Class A-JFL Fixed
Swap Payment,
over (ii) the Class A-JFL Floating Swap Payment.
"Class A-JFL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-JFL Distribution Conversion has not
occurred and is not
continuing, a per annum rate equal to LIBOR plus 0.2600%, and with
respect to
any Distribution Date on which a Class A-JFL Distribution
Conversion has
occurred and is continuing, a per annum rate equal to the Class
A-JFL Regular
Interest Pass-Through Rate.
"Class A-JFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-JFL Regular Interest on
such
Distribution Date.
"Class A-JFL Regular Interest": The uncertificated interest
corresponding to the Class A-JFL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-JFL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate distributions on the Class
A-JFL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-JFL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to the lesser of (i)
5.4380% and
(ii) the Group R WAC Rate.
"Class A-JFL Swap Default": (a) Any failure on the part of the
related Swap Counterparty to (i) make a required payment under the
related Swap
Contract or (ii) either post acceptable collateral or find an
acceptable
replacement Swap Counterparty after a Rating Agency Trigger Event
has occurred
as required by Part 1, paragraph (k) of the Schedule to the Master
Agreement in
the related Swap Contract or (b) an early termination date is
designated under
the related Swap Contract in accordance with its terms.
"Class A-JS Certificate": A Certificate designated as "Class
A-JS"
on the face thereof, in the form of Exhibit A-14 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-JS Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser of (i) 5.3950% and (ii)
the Group S
WAC.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, in the form of Exhibit A-10 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4640% and (ii)
the Group R
WAC Rate.
"Class A-MS Certificate": A Certificate designated as "Class
A-MS"
on the face thereof, in the form of Exhibit A-11 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-MS Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser of (i) 5.3420% and (ii)
the Group S
WAC Rate.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.5820% and (ii) the
Group R WAC
Rate.
"Class B-S Certificate": A Certificate designated as "Class B-S"
on
the face thereof, in the form of Exhibit A-15 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4370% and (ii)
the Group S
WAC Rate.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.6120% and (ii) the
Group R WAC
Rate.
"Class C-S Certificate": A Certificate designated as "Class C-S"
on
the face thereof, in the form of Exhibit A-16 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4660% and (ii)
the Group S
WAC Rate.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Group R WAC Rate minus 0.1590%.
"Class D-S Certificate": A Certificate designated as "Class D-S"
on
the face thereof, in the form of Exhibit A-17 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.5160% and (ii)
the Group S
WAC Rate.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Group R WAC Rate minus 0.0610%.
"Class E-S Certificate": A Certificate designated as "Class E-S"
on
the face thereof, in the form of Exhibit A-22 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Group S WAC Rate minus
0.1940%.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Group R WAC Rate.
"Class F-S Certificate": A Certificate designated as "Class F-S"
on
the face thereof, in the form of Exhibit A-24 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class F-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Group S WAC Rate.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-25 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Group R WAC Rate%.
"Class G-S Certificate": A Certificate designated as "Class G-S"
on
the face thereof, in the form of Exhibit A-26 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class G-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Group S WAC Rate.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-27 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Group R WAC Rate.
"Class H-S Certificate": A Certificate designated as "Class H"
on
the face thereof, in the form of Exhibit A-28 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H-S Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Group S WAC Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-29 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class J Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-30 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-31 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit A-39 hereto, evidencing
the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class
L-RB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Middle-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class L-RQ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Middle-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class L-SB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Middle-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class L-SQ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Middle-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-32 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class MA-1 Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-1A Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-1S Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-2 Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-2S Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-2SFL Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-3 Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-3S Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-J Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-JFL Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-JS Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-M Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MA-MS Uncertificated Interest": An uncertificated
regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MB Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MB-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MC Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MC-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MD Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MD-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class ME Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class ME-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MF Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MF-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MG Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MG-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MH Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MH-S Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MJ Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MK
Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class ML Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MM Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MN Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MNR Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MP Uncertificated Interest": An uncertificated regular
interest in the Middle-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Middle-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class MR Certificate": A Certificate designated as "Class MR"
on
the face thereof, in the form of Exhibit A-38 hereto, evidencing
the sole class
of "residual interests" in the Middle-Tier REMIC for purposes of
the REMIC
Provisions
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-33 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit A-35 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-34 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i) 5.0810% and (ii) the
Pool WAC Rate.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof in the form of Exhibit A-37 hereto, and evidencing the
sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, in the form of Exhibit A-36 hereto, and evidencing an
undivided
beneficial interest in the portion of the Grantor Trust consisting
of the Excess
Interest, the Excess Interest Distribution Account and the proceeds
thereof.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the Class A-2SFL and Class
A-JFL
Certificates) or the Class A-2SFL or Class A-JFL Regular Interests,
the excess,
if any, of (a) the sum of (i) the Distributable Certificate
Interest in respect
of such Class of Certificates or Regular Interest, as applicable,
for the
immediately preceding Distribution Date and (ii) any outstanding
Class Unpaid
Interest Shortfall payable to such Class of Certificates or Regular
Interest, as
applicable, on such preceding Distribution Date over (b) the
aggregate amount in
respect of interest actually distributed to such Class of
Certificates or
Regular Interest, as applicable, on such immediately preceding
Distribution
Date. The Class Unpaid Interest Shortfall with respect to any Class
of
Certificates and the Class A-2SFL and Class A-JFL Regular Interests
as of the
initial Distribution Date is zero. No interest shall accrue on
Class Unpaid
Interest Shortfalls.
"Class X Certificate": Any one of the Certificates with a "Class
X"
designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto, and evidencing a "regular interest" in the Upper
Tier REMIC for
purposes of the REMIC Provisions.
"Class X Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of all the Components.
"Class X Pass-Through Rate": With respect to any Distribution
Date,
the weighted average of the respective Class X Strip Rates for the
respective
Components for such Distribution Date (weighted on the basis of the
respective
balances of those Components immediately prior to the Distribution
Date).
"Class X Strip Rate": With respect to any Class of the
Components
for any Distribution Date, a rate per annum calculated as
follows:
(a) if such Component consists of the Certificate Balance of
any
Class of
Group R Certificates, then the applicable Class X Strip Rate
shall
equal the excess, if any, of (a) the Group R WAC Rate for such
Distribution Date, over (b) the Pass-Through Rate in effect for
such
Distribution Date for the applicable Class of Group R
Certificates;
(b) if such Component consists of the Certificate Balance of
any
Class of
Group S Certificates, then the applicable Class X Strip Rate
shall
equal the excess, if any, of (a) the Group S WAC Rate for such
Distribution Date, over (b) the Pass-Through Rate in effect for
such
Distribution Date for the applicable Class of Group S Certificates;
and
(c) if such Component consists of the Certificate Balance of
any
Class of
the Class J, Class K, Class L, Class M, Class N, Class P or
Class
NR
Certificates, then the applicable Class X Strip Rate shall equal
the
excess, if
any, of (a) the Pool WAC Rate for such Distribution Date, over
(b) the
Pass-Through Rate in effect for such Distribution Date for the
applicable
Class of the Class J, Class K, Class L, Class M, Class N, Class
P or Class
NR Certificates.
"Class X-R Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (A) prior to the reduction of
the Class
H-S Certificate Balance to zero and reimbursement in full of all
Collateral
Support Deficits previously allocated to the Class H-S Certificates
pursuant to
Section 4.04 hereof, (1) the Interest Distribution Amount for the
Class X
Certificates for such Distribution Date multiplied by (2) a
fraction whose
numerator is the Stated Principal Balance of all Mortgage Loans in
Loan Group R
as of such Distribution Date and whose denominator is the Stated
Principal
Balance of all Mortgage Loans in the Trust and (B) after the
reduction of the
Class H-S Certificate Balance to zero and reimbursement of all
Collateral
Support Deficits allocated to the Class H-S Certificates in full,
the Interest
Distribution Amount for the Class X Certificates for that
Distribution Date.
"Class X-S Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (A) prior to the reduction of
the Class H
Certificate Balance to zero and reimbursement in full of all
Collateral Support
Deficits previously allocated to the Class H Certificates pursuant
to Section
4.04 hereof, (1) the Interest Distribution Amount for the Class X
Certificates
for such Distribution Date multiplied by (2) a fraction whose
numerator is the
Stated Principal Balance of all Mortgage Loans in Loan Group S as
of such
Distribution Date and whose denominator is the Stated Principal
Balance of all
Mortgage Loans in the Trust and (B) after the reduction of the
Class H
Certificate Balance to zero and reimbursement in full of all
Collateral Support
Deficits previously allocated to the Class H Certificates pursuant
to Section
4.04 hereof, the Interest Distribution Amount for the Class X
Certificates for
that Distribution Date.
"Clearstream": Clearstream Banking, societe anonyme or any
successor thereto.
"Closing Date": March 29, 2007.
"Closing Date Deposit Amount": $911,881.10, representing the
aggregate amount of interest that would have accrued at the related
Mortgage
Rates on the applicable Mortgage Loans commencing March 1, 2007 for
those
Mortgage Loans that do not have a Due Date in April 2007.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Master
Servicers and the Directing Certificateholder.
"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 as is
reasonably
acceptable to the applicable Master Servicer and the Special
Servicer.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File"
format substantially in the form of and containing the information
called for
therein, 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 and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "CMSA
Bond Level
File" available as of the Closing Date on the CMSA website, as is
reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and
containing the
information called for therein, 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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Collateral Summary File" available as of the Closing Date on
the CMSA
website, is reasonably acceptable to the Trustee and the Master
Servicers.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report" 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
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Comparative Financial Status Report"
available as
of the Closing Date on the CMSA website, is reasonably acceptable
to the Master
Servicers or the Special Servicer, as applicable.
"CMSA Delinquent
Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" 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
and, insofar as it requires the presentation of information in
addition to that
called for the form of the "Delinquent Loan Status Report"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
Master
Servicers or the Special Servicer, as applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Financial File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicers or the Special
Servicer, as
applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification
and Corrected
Mortgage Loan Report" 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 and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Historical Loan Modification and Corrected
Mortgage Loan
Report" available as of the Closing Date on the CMSA website, is
reasonably
acceptable to the Master Servicers or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package (IRP)": Collectively:
(a) the following electronic data files: (i) CMSA Loan Setup
File,
(ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv)
CMSA Bond
Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and (vii)
CMSA Special Servicer Loan File; and
(b) the following supplemental reports: (i) CMSA Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification &
Corrected Mortgage Loan
Report, (iii) CMSA REO Status Report, (iv) CMSA Operating Statement
Analysis
Report, (v) CMSA Comparative Financial Status Report, (vi) CMSA
Servicer Watch
List, (vii) CMSA NOI Adjustment Worksheet, (viii) CMSA Loan Level
Reserve/LOC
Report, (ix) CMSA Servicer Realized Loss Report, (x) CMSA Advance
Recovery
Report and (xi) CMSA Total Loan Report.
The CMSA IRP shall be substantially in the form of, and
containing
the information called for in, the downloadable forms of the "CMSA
IRP"
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 or
reports as may from time to time be approved by the CMSA for
commercial mortgage
backed securities transaction generally and, insofar as it requires
the
presentation of information in addition to that called for by the
form of the
"CMSA IRP" available as of the Closing Date on the CMSA website, as
is
reasonably acceptable to the Master Servicers, the Special Servicer
and the
Trustee. For the purposes of the production of the CMSA Comparative
Financial
Status Report by any Master Servicer or the Special Servicer if any
such report
that is required to state information for any period prior to the
Cut off Date,
any Master Servicer or the Special Servicer, as the case may be,
may
conclusively rely (without independent verification), absent
manifest error, on
information provided to it by the Mortgage Loan Sellers or by the
related
Mortgagor or (x) in the case of such a report produced by any
Master Servicer,
by the Special Servicer (if other than any Master Servicer or an
Affiliate
thereof) and (y) in the case of such a report produced by the
Special Servicer,
by any Master Servicer (if other than the Special Servicer or an
Affiliate
thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" 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
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Loan Level Reserve/LOC Report"
available as of
the Closing Date on the CMSA website, is reasonably acceptable to
the Master
Servicers.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" 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 and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Periodic Update File" available as of
the Closing
Date on the CMSA website, as is reasonably acceptable to the Master
Servicers
and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File"
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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Loan Setup File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicers and the Trustee.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" 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 and,
insofar as
it requires the presentation of information in addition to that
called for by
the applicable form of the "CMSA NOI Adjustment Worksheet"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
applicable
Master Servicer or the Special Servicer, as the case may be.
"CMSA Operating Statement Analysis Report": The monthly report
in
the "Operating Statement Analysis Report" 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 and, insofar as it requires the presentation of
information in
addition to that called for by the applicable form of the "CMSA
Operating
Statement Analysis Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the applicable Master Servicer or the
Special
Servicer, as the case may be.
"CMSA Property File": The data file in the "CMSA Property File"
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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Property File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the applicable Master Servicer or the
Special Servicer,
as the case may be.
"CMSA Servicer Realized Loss Report": The report in the
"Servicer
Realized Loss Report" 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 and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Realized Loss Report" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the applicable Master
Servicer or
the Special Servicer, as applicable.
"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 and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Reconciliation of Funds" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA REO Status Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the applicable Master Servicer or the
Special
Servicer, as the case may be.
"CMSA Servicer Watch List": As of each Determination Date a
report,
including and identifying each Non Specially Serviced Mortgage Loan
satisfying
the "CMSA Portfolio Review Guidelines" approved from time to time
by the CMSA in
the "CSMA Servicer Watch List" format substantially in the form of
and
containing the information called for therein for the Mortgage
Loans, or such
other form (including other portfolio review guidelines) for the
presentation of
such information as may be approved from time to time by the CMSA
for commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Servicer Watch List" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the applicable Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" 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
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Special Servicer Loan File" available as of
the Closing
Date on the CMSA website, 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 adopted by the
CMSA for
commercial mortgage-backed securities transactions and is
reasonably acceptable
to each applicable Master Servicer.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary regulations of the U.S.
Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"College Green Mortgage Loan": That certain Mortgage Loan
identified
on the Mortgage Loan Schedule as loan number 185.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to each
Companion
Loan (other than the Skyline Portfolio Pari Passu Companion Loans,
the Solana
Pari Passu Companion Loan and the Americold Pool 2 Pari Passu
Companion Loans),
the separate account or accounts created and maintained by the
applicable
Companion Paying Agents pursuant to Section 3.04(b) and held on
behalf of the
Companion Holders, which shall be entitled "Midland Loan Services,
Inc., as
Companion Paying Agent for the Companion Holders of the Companion
Loans,
relating to the J.P. Morgan Chase Commercial Mortgage Securities
Trust
2007-LDP10 Commercial Mortgage Pass-Through Certificates, Series
2007-LDP10" or
"Wachovia Bank, National Association, as Companion Paying Agent for
the
Companion Holders of the Companion Loans, relating to the J.P.
Morgan Chase
Commercial Mortgage Securities Trust 2007-LDP10 Commercial Mortgage
Pass-Through
Certificates, Series 2007-LDP10", as applicable. The Companion
Distribution
Account shall not be an asset of the Trust Fund, the Lower-Tier
REMIC, the
Middle-Tier REMIC or the Upper-Tier REMIC, but instead shall be
held by the
applicable Companion Paying Agent on behalf of the related
Companion Holders.
Any such account shall be an Eligible Account. Notwithstanding the
foregoing, if
the related Master Servicer and the related Companion Paying Agent
are the same
entity, the Companion Distribution Account maintained by such
Companion Paying
Agent may be the subaccount referenced in the second paragraph of
Section
3.04(b).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Loan Securities": The 599 Lexington Avenue Companion
Loan
Securities, the Skyline Portfolio Companion Loan Securities, the
Solana
Companion Loan Securities and the Americold Pool 2 Companion Loan
Securities.
"Companion Paying Agent": The applicable Master Servicer in its
role
as Companion Paying Agent appointed pursuant to Section 3.29.
"Companion Register": The register maintained by each Companion
Paying Agent pursuant to Section 3.30.
"Compensating Interest Payments": An amount as of any
Distribution
Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest
Shortfalls incurred in connection with voluntary principal
prepayments received
in respect of the Mortgage Loans (other than the Specially Serviced
Mortgage
Loans) serviced by the applicable Master Servicer and (ii) the
aggregate of (A)
that portion of the applicable Master Servicer's Servicing Fees for
such
Distribution Date that is, in the case of each and every Mortgage
Loan and REO
Loan for which such Servicing Fees are being paid for such Due
Period,
calculated at 0.01% (1.0 basis points) per annum, and (B) all
Prepayment
Interest Excesses with respect to the applicable Master Servicer
received in
respect of the Mortgage Loans for the related Distribution Date and
(C) to the
extent earned on Principal Prepayments, Net Investment Earnings
received by the
applicable Master Servicer during such Due Period with respect to
the Mortgage
Loans and related Companion Loans subject to the prepayment.
However, if a
Prepayment Interest Shortfall occurs as a result of the applicable
Master
Servicer's allowing the related Mortgagor to deviate from the terms
of the
related Mortgage Loan documents regarding Principal Prepayments
(other than (X)
subsequent to a default under the related Mortgage Loan documents
(with the
consent of the Special Servicer), (Y) pursuant to applicable law or
a court
order, or (Z) at the request or with the consent of the
Directing
Certificateholder), then, for purposes of calculating the
Compensating Interest
Payment for the related Distribution Date, the amount in clause
(ii) above shall
be the aggregate of (1) all Servicing Fees with respect to the
applicable Master
Servicer for such Due Period, (2) all Prepayment Interest Excesses
with respect
to the applicable Master Servicer and (3) to the extent earned
solely on
Principal Prepayments, Net Investment Earnings received by the
applicable Master
Servicer during such Due Period with respect to the Mortgage Loan
subject to
such Principal Prepayment. In no event will the rights of the
Certificateholders
to offset the aggregate Prepayment Interest Shortfalls be
cumulative.
"Component": Each of Component XA-1, Component XA-1S, Component
XA-1A, Component XA-2, Component XA-2S, Component XA-2SFL,
Component XA-3,
Component XA-3S, Component XA-M, Component XA-MS, Component XA-J,
Component
XA-JFL, Component XA-JS, Component XB, Component XB-S, Component
XC, Component
XC-S, Component XD, Component XD-S, Component XE, Component XE-S,
Component XF,
Component XF-S, Component XG, Component XG-S, Component XH,
Component XH-S,
Component XJ, Component XK, Component XL, Component XM, Component
XN, Component
XP and Component XNR.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then Middle Tier
Principal Amount
of its Related Uncertificated Middle Tier Interest.
"Component XA-1": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-1 Uncertificated
Interest as of any
date of determination.
"Component XA-1A": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-1A Uncertificated
Interest as of
any date of determination.
"Component XA-1S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-1S Uncertificated
Interest as of
any date of determination.
"Component XA-2": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-2 Uncertificated
Interest as of any
date of determination.
"Component XA-2S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-2S Uncertificated
Interest as of
any date of determination.
"Component XA-2SFL": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-2SFL Uncertificated
Interest as of
any date of determination.
"Component XA-3": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-3 Uncertificated
Interest as of any
date of determination.
"Component XA-3S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-3S Uncertificated
Interest as of
any date of determination.
"Component XA-J": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-J Uncertificated
Interest as of any
date of determination.
"Component XA-JFL": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-JFL Uncertificated
Interest as of
any date of determination.
"Component XA-JS": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-JS Uncertificated
Interest as of
any date of determination.
"Component XA-M": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-M Uncertificated
Interest as of any
date of determination.
"Component XA-MS": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MA-MS Uncertificated
Interest as of
any date of determination.
"Component XB": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MB Uncertificated Interest as of any
date of
determination.
"Component XB-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MB-S Uncertificated
Interest as of any
date of determination.
"Component XC": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MC Uncertificated Interest as of any
date of
determination.
"Component XC-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MC-S Uncertificated
Interest as of any
date of determination.
"Component XD": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MD Uncertificated Interest as of any
date of
determination.
"Component XD-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MD-S Uncertificated
Interest as of any
date of determination.
"Component XE": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class ME Uncertificated Interest as of any
date of
determination.
"Component XE-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class ME-S Uncertificated
Interest as of any
date of determination.
"Component XF": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MF Uncertificated Interest as of any
date of
determination.
"Component XF-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MF-S Uncertificated
Interest as of any
date of determination.
"Component XG": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MG Uncertificated Interest as of any
date of
determination.
"Component XG-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MG-S Uncertificated
Interest as of any
date of determination.
"Component XH": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MH Uncertificated Interest as of any
date of
determination.
"Component XH-S": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MH-S Uncertificated
Interest as of any
date of determination.
"Component XJ": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MJ Uncertificated Interest as of any
date of
determination.
"Component XK": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MK Uncertificated Interest as of any
date of
determination.
"Component XL": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class ML Uncertificated Interest as of any
date of
determination.
"Component XM": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MM Uncertificated Interest as of any
date of
determination.
"Component XN": One of
the 34 components of the Class X Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MN Uncertificated Interest as of any
date of
determination..
"Component XNR": One of the 34 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Middle-Tier Principal Amount of the Class MNR Uncertificated
Interest as of any
date of determination.
"Component XP": One of the 34 components of the Class X
Certificates
having a Component Notional Amount equal to the then current
Middle-Tier
Principal Amount of the Class MP Uncertificated Interest as of any
date of
determination.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X
Certificates)
then outstanding that has a then aggregate Certificate Balance at
least equal to
25% of the Original Certificate Balance of such Class of
Certificates. As of the
Closing Date, the Controlling Class will be the Class NR
Certificates. In
determining the most subordinate Class of Regular Certificates for
the purpose
of determining the Controlling Class, such determination shall be
made without
consideration of Appraisal Reductions, if any, allocated to any
Class of Regular
Certificates. For purposes of determining the Controlling Class,
Class H and
Class H-S will be treated as one Class, Class G and Class G-S will
be treated as
one Class, Class F and Class F-S will be treated as one Class,
Class E and Class
E-S will be treated as one Class, Class D and Class D-S will be
treated as one
Class, Class C and Class C-S will be treated as one Class, Class B
and Class B-S
will be treated as one class, Class A-J, Class A-JFL and Class A-JS
will be
treated as one Class, Class A-M and Class A-MS will be treated as
one Class and
the Class A Certificates and Class A-S Certificates, collectively
will be
treated as one Class.
"Controlling Class Certificateholder's Option Period": As
defined
in Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of the Controlling Class as
certified by
the Certificate Registrar to the Trustee from time to time by such
Holder (or
Certificate Owner).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"Corporate Trust Office": The principal corporate trust offices
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) for all
purposes
other than Certificate Transfers and the maintenance of the
Certificate
Register, Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
Columbia, Maryland
21045-1951, Attention: Corporate Trust Services--J.P. Morgan
2007-LDP10, and
(ii) with respect to Certificate Transfers, Sixth Street and
Marquette
Avenue, Minneapolis, Minnesota 55479-0113, Attention: Corporate
Trust
Services--J.P. Morgan 2007-LDP10.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that
has become current and remained current for three consecutive
Monthly Payments
(for such purposes taking into account any modification or
amendment of such
Mortgage Loan or Companion Loan, whether by a consensual
modification or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
Mortgagor), and (provided that no additional default is foreseeable
in the
reasonable judgment of the Special Servicer and no other event or
circumstance
exists that causes such Mortgage Loan or Companion Loan to
otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the
Special Servicer
has returned to the applicable Master Servicer pursuant to Section
3.21(a).
"Co-Trustee": LaSalle Bank National Association, a national
banking
association organized under the laws of the United States, or its
successor in
interest, in its capacity as co-trustee or any successor Co-Trustee
appointed as
herein provided.
"Co-Trustee Fee": The portion of the Trustee Fee payable to the
Co-Trustee in an amount agreed to between the Trustee and the
Co-Trustee.
"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 weighted average
Debt
Service Coverage Ratio for all remaining related Crossed Loans for
the most
recent twelve month period covered by an annual operating statement
for the
related Mortgaged Properties preceding the repurchase or
substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, including the affected Crossed Loan, for the
most recent
twelve month period covered by an annual operating statement for
the related
Mortgaged Properties preceding the repurchase or substitution, and
(b) 1.25x,
(ii) the weighted average LTV Ratio for all 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 shall not be greater than the lesser of (a) the weighted
average LTV
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 (b) 75%, (iii) the Mortgage Loan Seller, at its expense,
shall have
furnished the Trustee with an Opinion of Counsel that any
modification relating
to the repurchase or substitution of a Crossed Loan shall not cause
an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the
affected Crossed
Loan to become not cross-collateralized and cross-defaulted with
the remaining
related Crossed Loans prior to such repurchase or substitution or
otherwise
forbears from exercising enforcement rights against the Primary
Collateral of
any Crossed Loan remaining in the Trust Fund and (v) the
Directing
Certificateholder shall have consented to the repurchase or
substitution of the
affected Crossed Loan, which consent shall not be unreasonably
withheld.
"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, either of the Mortgage Loan
Sellers or an
Affiliate of any of them. The Trustee shall be the initial
Custodian.
"Cut-off
Date": With respect to each Mortgage Loan, the related Due
Date of that Mortgage Loan in March 2007, or, with respect to each
of those
Mortgage Loans that have their first Due Date after March 2007, the
origination
date of that Mortgage Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding principal balance of such
Mortgage Loan or
Companion Loan, as the case may be, as of the Cut-off Date, after
application of
all payments of principal due on or before such date, whether or
not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an annual operating statement
for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced
by the
related Mortgaged Property during such period to (ii) the aggregate
amount of
Monthly Payments (other than any Balloon Payment) due under such
Mortgage Loan
during such period, provided that with respect to the Mortgage
Loans indicated
on Schedule 2, which pay interest only for a specified period of
time set forth
in the related Mortgage Loan documents and then pay principal and
interest, the
related Monthly Payment will be calculated (for purposes of this
definition
only) to include interest and principal (based on the remaining
amortization
term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of such Mortgage Loan or
Companion Loan
during such Due Period provided for in the related Mortgage Note or
Mortgage as
a result of a default (exclusive of late payment charges) that is
in excess of
interest at the related Mortgage Rate accrued on the unpaid
principal balance of
such Mortgage Loan or Companion Loan outstanding from time to
time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly Payments or more than
thirty days (or
sixty days with respect to the circumstances described in clause
(ii) of the
definition of Servicing Transfer Event) delinquent in respect of
its Balloon
Payment, if any, in either case such delinquency to be determined
without giving
effect to any grace period permitted by the related Mortgage or
Mortgage Note
and without regard to any acceleration of payments under the
related Mortgage
and Mortgage Note or (ii) as to which the applicable Master
Servicer or Special
Servicer has, by written notice to the related Mortgagor,
accelerated the
maturity of the indebtedness evidenced by the related Mortgage
Note. For the
avoidance of doubt, a defaulted Companion Loan does not constitute
a "Defaulted
Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(l).
"Defect": As defined in Section 2.02(f).
"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": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp., a Delaware corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to any Distribution Date,
the
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the
Master
Servicers, the Special Servicer and the Trustee) selected by more
than 50% of
the Controlling Class Certificateholders, by Certificate Balance,
as certified
by the Certificate Registrar from time to time; provided, however,
that (i)
absent such selection, or (ii) until a Directing Certificateholder
is so
selected or (iii) upon receipt of a notice from a majority of the
Controlling
Class Certificateholders, by Certificate Balance, that a
Directing
Certificateholder is no longer designated, the Controlling
Class
Certificateholder that owns the largest aggregate Certificate
Balance of the
Controlling Class will be the Directing Certificateholder which
will initially
be JER Investors Trust, Inc. Notwithstanding the foregoing, with
respect to the
Overland Park Trade Center Whole Loan, any references to the
Directing
Certificateholder in this Agreement shall be deemed to be
references to the
Overland Park Trade Center Controlling Holder, which shall be
entitled to take
all actions and receive all notices in connection with the Overland
Park Trade
Center Whole Loan pursuant to the procedures set forth in the
Overland Park
Trade Center Intercreditor Agreement.
"Directly Operate": With respect to any REO Property (except
with
respect to the Skyline Portfolio Mortgaged Property, the Solana
Mortgaged
Property and the Americold Pool 2 Mortgaged Property), the
furnishing or
rendering of services to the tenants thereof, that are not
customarily provided
to tenants in connection with the rental of space "for occupancy
only" within
the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale to customers, the use of such REO Property in a trade or
business conducted
by the Trust Fund or on behalf of a Companion Holder or the
performance of any
construction work on the REO Property (other than the completion of
a building
or improvement, where more than 10% of the construction of such
building or
improvement was completed before default became imminent), other
than through an
Independent Contractor; provided, however, that an REO Property
shall not be
considered to be Directly Operated solely because the Trustee (or
the Special
Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants,
enters into or renews leases, deals with taxes and insurance or
makes decisions
as to repairs or capital expenditures with respect to such REO
Property or takes
other actions consistent with Treasury Regulations Section
1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any possession of the United
States 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 a
majority of its board of directors is not selected by such
governmental unit),
(ii) a foreign government, any international organization or any
agency or
instrumentality of any of the foregoing, (iii) any organization
(other than
certain farmers' cooperatives described in Section 521 of the Code)
which is
exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Trustee based
upon an Opinion
of Counsel as provided to the Trustee (at no expense to the
Trustee) that the
holding of an Ownership Interest in a Residual Certificate by such
Person may
cause the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier
REMIC to
fail to qualify as a REMIC 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 any
Distribution Date, as to any Class of Regular Certificates (other
than the Class
A-2SFL and Class A-JFL Certificates) and the Class A-2SFL and Class
A-JFL
Regular Interests, the Accrued Certificate Interest in respect of
such Class of
Regular Certificates or the Regular Interests, as applicable, for
such
Distribution Date, reduced (to not less than zero) by any
allocations to such
Class of Certificates (other than in the case of the Class X
Certificates) or
such Regular Interests, as applicable, of (i) the product of (a)
any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date,
multiplied
by (b) a fraction, expressed as a decimal, the numerator of which
is the Accrued
Certificate Interest in respect of such Class of Certificates or
such Regular
Interests, as applicable, for such Distribution Date, and the
denominator of
which is the aggregate Accrued Certificate Interest in respect of
all the
Classes of Regular Certificates (other than the Class A-2SFL and
Class A-JFL
Certificates and the Class X Certificates) and the Class A-2SFL and
Class A-JFL
Regular Interests for such Distribution Date, and (ii) any
Certificate Deferred
Interest for such Distribution Date allocated to such Class of
Certificates or
such Regular Interests, as applicable, pursuant to Section
4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Middle-Tier Distribution Account, the Lower-Tier
Distribution
Account, the Excess Interest Distribution Account and the Floating
Rate
Accounts, all of which may be subaccounts of a single Eligible
Account.
"Distribution Date": The 15th day of each month, or, if such
15th
day is not a Business Day, on the next succeeding Business Day,
beginning in
April 2007.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
Loan,
on or prior to its Maturity Date, the day of the month set forth in
the related
Mortgage Note (or such other Mortgage Loan document, as applicable)
on which
each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage
Loan or Companion Loan after the Maturity Date therefor, the day of
the month
set forth in the related Mortgage Note on which each Monthly
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 Monthly Payment on the related Mortgage Loan or
Companion Loan had
been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Companion Loan, the period commencing on the day
immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in
the month
preceding the month in which such Distribution Date occurs and
ending on and
including the Due Date for such Mortgage Loan or Companion Loan
occurring in the
month in which such Distribution Date occurs; provided, that the
first Due
Period with respect to any Mortgage Loan or Companion Loan with its
first Due
Date in April 2007 or May 2007 will commence on the day immediately
following
the Cut-off Date of such Mortgage Loan or Companion Loan.
Notwithstanding the
foregoing, in the event that the last day of a Due Period (or
applicable grace
period) is not a Business Day, any Monthly Payments received with
respect to the
Mortgage Loans or Companion Loan relating to such Due Period on the
Business Day
immediately following such day shall be deemed to have been
received during such
Due Period and not during any other Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution
or trust
company with a combined capital surplus of not less than
$50,000,000, (A)(x) the
long-term unsecured debt obligations of which are rated at least
"Aa3" by
Moody's, if the deposits are to be held in such account for more
than 30 days
and (y) the short term debt obligations of which have a short-term
rating of not
less than "P-1" from Moody's, if the deposits are to be held in
such account for
30 days or less, (B)(x) the long-term unsecured debt obligations of
which are
rated at least "A+" by S&P (or "A-" by S&P so long as the
short-term deposit or
short-term unsecured debt obligations of such depository
institution or trust
company are rated no less than "A-1" by S&P), if the deposits
are to be held in
such account for more than 30 days and (y) the short-term debt
obligations of
which have a short-term rating of not less than "A-1" by S&P,
if the deposits
are to be held in such account for 30 days or less, (C)(x) the
long-term
unsecured obligations of which are rated at least "AA-" by Fitch
and (y) the
short-term obligations of which have a short-term rating of not
less than "F1"
by Fitch, if the deposits are to be held in such account for 30
days or less and
(D) an account or accounts maintained with PNC Bank so long as PNC
Bank's long
term deposit debt rating shall be at least "A" from S&P, "A"
from Fitch, and
"A1" from Moody's (if the deposits are to be held in the account
for more than
30 days) or PNC Bank's short term deposit or short term unsecured
debt rating
shall be at least "A-1" from S&P, "F1" from Fitch or "P-1" from
Moody's (if the
deposits are to be held in the account for 30 days or less), (ii) a
segregated
trust account or accounts maintained with the corporate trust
department of a
federal or state chartered depository institution or trust company
with a
combined capital surplus of not less than $50,000,000 that, in
either case, has
corporate trust powers, acting in its fiduciary capacity, provided
that any
state chartered depository institution or trust company is subject
to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. ss.
9.10(b) or
(iii) such other account or accounts with respect to (x) each of
the Rating
Agencies shall have confirmed in writing that the then current
rating assigned
to any of the Certificates or any Companion Loan Securities will
not be
qualified, downgraded or withdrawn by reason thereof, (y) the
Directing
Certificateholder shall have reasonably approved and (z) the use of
which would
not, in and of itself, be inconsistent with the requirements of
FASB 140 or any
interpretations with respect thereto applicable to such accounts.
Eligible
Accounts may bear interest. No Eligible Account shall be evidenced
by a
certificate of deposit, passbook or other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527 99 or any successor thereto published by the American
Society of
Testing Materials.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the
originator of such Mortgage Loan relating to the Mortgagor's
obligation to
remediate or monitor or indemnify for any environmental problems
relating to the
related Mortgaged Property.
"Environmental Laws" shall mean any present or future federal,
state
or local law, statute, regulation or ordinance, any judicial or
administrative
order or judgment thereunder, pertaining to health, industrial
hygiene,
hazardous substances or the environment, including, but not limited
to, each of
the following, as enacted as of the date hereof or as hereafter
amended: the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42
U.S.C. ss.ss. 9601 et seq.; the Resource Conservation and Recovery
Act of 1976,
42 U.S.C. ss.ss. 6901 et seq.; the Toxic Substance Control Act, 15
U.S.C. ss.ss.
2601 et seq.; the Water Pollution Control Act (also known as the
Clean Water
Act, 22 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act, 42 U.S.C.
ss.ss. 7401 et
seq. and the Hazardous Materials Transportation Act, 49 U.S.C.
ss.ss. 1801 et
seq.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class
M, Class N, Class P or Class NR Certificate; provided that any such
Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and
(b) will
cease to be subject to the transfer restrictions contained in
Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate,
either (i) it is
rated in one of the four highest generic ratings categories by a
Rating Agency
or (ii) relevant provisions of ERISA would permit the transfer of
such
Certificate to a Plan.
"Escrow Payment": Any payment received by any 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 lease
rents and similar items in respect of the related Mortgaged
Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in
Section 7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on such Mortgage Loan after the Anticipated Repayment Date
allocable to
the Excess Rate, including all interest accrued thereon. The Excess
Interest
shall not be an asset of any of the Lower-Tier REMIC, the
Middle-Tier REMIC or
the Upper-Tier REMIC formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts
(or as a
subaccount of the Distribution Account) by the Trustee pursuant to
Section
3.04(c), which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust
for the registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities
Trust 2007-LDP10 Commercial Mortgage Pass-Through Certificates,
Series
2007-LDP10, Excess Interest Distribution Account," and which must
be an Eligible
Account (or a subaccount of an Eligible Account). The Excess
Interest
Distribution Account shall not be an asset of any of the Lower-Tier
REMIC, the
Middle-Tier REMIC or the Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess
of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate,
each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time and the rules and regulations of the Commission
thereunder.
"Eurohypo": Eurohypo AG, New York Branch, a German banking
corporation, or its successor in interest.
"Fannie Mae": Federal National Mortgage Association or any
successor thereto.
"FASB 140": The Financial Accounting Standards Board's
Statement
No. 140, entitled "Accounting for Transfers and Servicing of
Financial Assets
and Extinguishment of Liabilities", issued in September 2002.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the Directing
Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected 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 any
of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable
Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the
applicable
Companion Holder or the Special Servicer pursuant to Section
3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the applicable
Master Servicer,
Special Servicer, the Holders of the Controlling Class, or the
Holders of the
Class LR Certificates pursuant to Section 9.01) that there has been
a recovery
of all Insurance and Condemnation Proceeds, Liquidation Proceeds,
REO Revenue
and other payments or recoveries that, in the Special Servicer's
judgment, which
judgment was exercised without regard to any obligation of the
Special Servicer
to make payments from its own funds pursuant to Section 3.07(b),
will ultimately
be recoverable. The Directing Certificateholder shall have ten (10)
Business
Days to review and approve each such recovery determination by the
Special
Servicer; provided, however, that if the Directing
Certificateholder fails to
approve or disapprove any recovery determination within ten (10)
Business Days
of receipt of the initial recovery determination, such approval
shall be deemed
given.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to
time.
"Fitch": Fitch, Inc., and its successors in interest. If
neither
Fitch nor any successor remains in existence, "Fitch" shall be
deemed to refer
to such other nationally recognized statistical rating agency or
other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Master Servicers, the Directing
Certificateholder
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.
"Floating Rate Account": Either the Class A-2SFL Floating Rate
Account or the Class A-JFL Floating Rate Account, individually or
collectively
as the context may require.
"Form 8-K Disclosure Information": As defined in Section 11.07.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation
Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any
related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances,
Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and
unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii)
the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on
the date on
which such Liquidation Proceeds were received. For the avoidance of
doubt,
Gain-on-Sale Proceeds allocable to a Companion Loan shall not be
assets of the
Trust Fund, the Lower-Tier REMIC, the Middle-Tier REMIC or the
Upper-Tier REMIC.
"Gain-on-Sale Reserve Account": A custodial account or accounts
(or
subaccount of the Distribution Account) created and maintained by
the Trustee,
pursuant to Section 3.04(d) 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 J.P. Morgan Chase Commercial
Mortgage
Securities Trust 2007-LDP10 Commercial Mortgage Pass-Through
Certificates,
Series 2007-LDP10, Gain-on-Sale Reserve Account." Any such account
shall be an
Eligible Account or a subaccount of an Eligible Account.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and amounts held from time to
time in the
Excess Interest Distribution Account, beneficial ownership of which
is
represented by the Class S Certificates and (ii) the Class A-2SFL
Regular
Interest, the Class A-JFL Regular Interest, the Swap Contracts, the
Floating
Rate Accounts and the proceeds thereof, beneficial ownership of
which is
represented by the Class A-2SFL and Class A-JFL Certificates.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group A Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as having been sold by AIG, SOME II,
Eurohypo, JPMorgan
(other than the Los Angeles Media Tech Center Mortgage Loan) or PNC
Bank,
together with any other Mortgage Loan that is substituted in
replacement thereof
pursuant to or as contemplated by the related Mortgage Loan
Purchase Agreement.
"Group B Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as having been sold by NCCI or UBS and the
Los Angeles
Media Tech Center Mortgage Loan, together with any other Mortgage
Loan that is
substituted in replacement thereof pursuant to or as contemplated
by the related
Mortgage Loan Purchase Agreement.
"Group R Available Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) that portion
of the
Available Distribution Amount for that Distribution Date
attributable to funds
collected or advanced with respect to the Mortgage Loans in Loan
Group R and (b)
after the reduction of the Class H-S Certificate Principal Balance
to zero and
reimbursement of all Collateral Support Deficits allocated to the
Class H-S
Certificates in full, that portion of the Available Distribution
Amount for that
Distribution Date attributable to funds collected or advanced with
respect to
the Mortgage Loans in Loan Group S remaining after all
distributions on that
Distribution Date to the Class H-S Certificates.
"Group R Certificates": Any Class A-1, Class A-2, Class A-3,
Class
A-1A, Class A-M, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E,
Class F, Class G and Class H Certificates.
"Group R-1 Certificates": Any Class A-1, Class A-2, Class A-3,
Class
A-M, Class A-J, Class A-JFL, Class B, Class C, Class D, Class E,
Class F, Class
G and Class H Certificates.
"Group R-2 Certificates": The Class A-1A Certificates.
"Group R Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to either Loan Group R-1 or
Loan Group R-2.
"Group R-1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group R-1.
"Group R-1 Principal Distribution Amount": With respect to any
Distribution Date and any Class of Group R-1 Certificates (other
than Class
A-JFL Certificates) and the Class A-JFL Regular Interest, an amount
equal to the
sum of (a) the Group R-1 Principal Shortfall for that Distribution
Date, (b) the
Scheduled Principal Distribution Amount for Loan Group R-1 for that
Distribution
Date, and (c) the Unscheduled Principal Distribution Amount for
Loan Group R-1
for that Distribution Date; provided, that the Group R-1 Principal
Distribution
Amount for any Distribution Date will be reduced by the amount of
any
reimbursements of (i) Nonrecoverable Advances, plus interest on
such
Nonrecoverable Advances, that are paid or reimbursed from principal
collections
on the Mortgage Loans in Loan Group R-1 in a period during which
such principal
collections would have otherwise been included in the Group R-1
Principal
Distribution Amount for that Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that are paid or reimbursed from principal
collections on
the Mortgage Loans in Loan Group R-1 in a period during which such
principal
collections would have otherwise been included in the Group R-1
Principal
Distribution Amount for that Distribution Date and (iii) following
the
reimbursements described in clauses (i) and (ii), the excess, if
any of (A) the
total amount of Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, plus interest on such Nonrecoverable Advances and
Workout-Delayed
Reimbursement Amounts, that would have been paid or reimbursed from
principal
collections on the Mortgage Loans in Loan Group R-2 pursuant to
clauses (i) and
(ii) of the definition of Group R-2 Principal Distribution Amount
had the
aggregate amount available for distribution of principal with
respect to Loan
Group R-2 been sufficient to make such reimbursements in full, over
(B) the
aggregate amount available for distribution of principal with
respect to Loan
Group R-2 for that Distribution Date (provided, further, (I) that
in the case of
clauses (i) and (ii) above, if any of such amounts reimbursed from
principal
collections on the Mortgage Loans in Loan Group R-1 are
subsequently recovered
on the related mortgage loan, subject to the application of any
recovery to
increase the Group R-2 Principal Distribution Amount as required
under clause
(II) of the definition of Group R-2 Principal Distribution Amount,
such recovery
will be applied to increase the Group R-1 Principal Distribution
Amount for the
Distribution Date related to the period in which such recovery
occurs; and (II)
that in the case of clause (iii) above, if any of such amounts
reimbursed from
principal collections on the Mortgage Loans in Loan Group R-2 are
subsequently
recovered on the related mortgage loan, such recovery will first be
applied to
increase the Group R-1 Principal Distribution Amount up to such
amounts and then
to increase the Group R-2 Principal Distribution Amount) and (d)
after the
reduction of the Class H-S Certificate Principal Balance to zero
and
reimbursement of all Collateral Support Deficits allocated to the
Class H-S
Certificates in full, that portion of the Group S Principal
Distribution Amount
for that Distribution Date remaining after all distributions on
that
Distribution Date to the Class H-S Certificates.
"Group R-2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group R-2.
"Group R-2 Principal Distribution Amount": With respect to any
Distribution Date and any Class of Group R-2 Certificates, an
amount equal to
the sum of (a) the Group R-2 Principal Shortfall for that
Distribution Date, (b)
the Scheduled Principal Distribution Amount for Loan Group R-2 for
that
Distribution Date and (c) the Unscheduled Principal Distribution
Amount for Loan
Group R-2 for that Distribution Date; provided, that the Group R-2
Principal
Distribution Amount for any Distribution Date will be reduced by
the amount of
any reimbursements of (i) Nonrecoverable Advances, plus interest on
such
Nonrecoverable Advances, that are paid or reimbursed from principal
collections
on the Mortgage Loans in Loan Group R-2 in a period during which
such principal
collections would have otherwise been included in the Group R-2
Principal
Distribution Amount for that Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that are paid or reimbursed from principal
collections on
the Mortgage Loans in Loan Group R-2 in a period during which such
principal
collections would have otherwise been included in the Group R-2
Principal
Distribution Amount for that Distribution Date and (iii) following
the
reimbursements described in clauses (i) and (ii), the excess, if
any of (A) the
total amount of Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, plus interest on such Nonrecoverable Advances and
Workout-Delayed
Reimbursement Amounts, that would have been paid or reimbursed from
principal
collections on the Mortgage Loans in Loan Group R-1 as described in
clauses (i)
and (ii) of the definition of Group R-1 Principal Distribution
Amount had the
aggregate amount available for distribution of principal with
respect to Loan
Group S been sufficient to make such reimbursements in full, over
(B) the
aggregate amount available for distribution of principal with
respect to Loan
Group R-1 for that Distribution Date (provided, further, (I) that
in the case of
clauses (i) and (ii) above, if any of such amounts reimbursed from
principal
collections on the Mortgage Loans in Loan Group R-2 are
subsequently recovered
on the related mortgage loan, subject to the application of any
recovery to
increase the Group R-1 Principal Distribution Amount as required
under clause
(II) of the definition of Group R-1 Principal Distribution Amount,
such recovery
will be applied to increase the Group R-2 Principal Distribution
Amount for the
Distribution Date related to the period in which such recovery
occurs; and (II)
that in the case of clause (iii) above, if any of such amounts
reimbursed from
principal collections on the Mortgage Loans in Loan Group R-1 are
subsequently
recovered on the related mortgage loan, such recovery will first be
applied to
increase the Group R-2 Principal Distribution Amount up to such
amounts and then
to increase the Group R-1 Principal Distribution Amount).
"Group R
Principal Distribution Amount": With respect to any
Distribution Date and any Class of Group R Certificates (other than
Class A-JFL
Certificates) and the Class A-JFL Regular Interest, an amount equal
to the sum
of (a) the Group R Principal Shortfall for that Distribution Date,
(b) the
Scheduled Principal Distribution Amount for Loan Group R for that
Distribution
Date and (c) the Unscheduled Principal Distribution Amount for Loan
Group R for
that Distribution Date; provided, that the Group R Principal
Distribution Amount
for any Distribution Date will be reduced by the amount of any
reimbursements of
(i) Nonrecoverable Advances, plus interest on such Nonrecoverable
Advances, that
are paid or reimbursed from principal collections on the Mortgage
Loans in Loan
Group R in a period during which such principal collections would
have otherwise
been included in the Group R Principal Distribution Amount for that
Distribution
Date, (ii) Workout-Delayed Reimbursement Amounts that are paid or
reimbursed
from principal collections on the Mortgage Loans in Loan Group R in
a period
during which such principal collections would have otherwise been
included in
the Group R Principal Distribution Amount for that Distribution
Date and (iii)
following the reimbursements described in clauses (i) and (ii), the
excess, if
any of (A) the total amount of Nonrecoverable Advances and
Workout-Delayed
Reimbursement Amounts, plus interest on such Nonrecoverable
Advances and
Workout-Delayed Reimbursement Amounts, that would have been paid or
reimbursed
from principal collections on the Mortgage Loans in Loan Group S as
described in
clauses (i) and (ii) of the definition of Group S Principal
Distribution Amount
had the aggregate amount available for distribution of principal
with respect to
Loan Group S been sufficient to make such reimbursements in full,
over (B) the
aggregate amount available for distribution of principal with
respect to Loan
Group S for that Distribution Date (provided, further, (I) that in
the case of
clauses (i) and (ii) above, if any of such amounts reimbursed from
principal
collections on the Mortgage Loans in Loan Group R are subsequently
recovered on
the related mortgage loan, subject to the application of any
recovery to
increase the Group S Principal Distribution Amount as required
under clause (II)
of the definition of "Group S Principal Distribution Amount", such
recovery will
be applied to increase the Group R Principal Distribution Amount
for the
Distribution Date related to the period in which such recovery
occurs; and (II)
that in the case of clause (iii) above, if any of such amounts
reimbursed from
principal collections on the Mortgage Loans in Loan Group S are
subsequently
recovered on the related mortgage loan, such recovery will first be
applied to
increase the Group R Principal Distribution Amount up to such
amounts and then
to increase the Group S Principal Distribution Amount) and (d)
after the
reduction of the Class H-S Certificate Principal Balance to zero
and
reimbursement of all Collateral Support Deficits allocated to the
Class H-S
Certificates in full, that portion of the Group S Principal
Distribution Amount
for that Distribution Date remaining after all distributions on
that
Distribution Date to the Class H-S Certificates.
"Group R Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Group
R Principal
Distribution Amount for the prior Distribution Date and (b) the
aggregate
Certificate Balance of the Class A-1, Class A-2, Class A-3, Class
A-1A, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G and Class H
Certificates and the Class A-JFL Regular Interest, exceeds (2) the
aggregate
amount distributed in respect of principal on the Class A-1, Class
A-2, Class
A-3, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class
F, Class G and Class H Certificates and the Class A-JFL Regular
Interest for
such preceding Distribution Date pursuant to Section 4.01(a) on
such preceding
Distribution Date. The Group R Principal Shortfall for the initial
Distribution
Date shall be zero.
"Group R-1 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Group
R-1 Principal
Distribution Amount for the prior Distribution Date and (b) the
Certificate
Balance of the Class A-1, Class A-2 and Class A-3 Certificates,
exceeds (2) the
aggregate amount distributed in respect of principal on the Class
A-1, Class A-2
and Class A-3 Certificates for such preceding Distribution Date
pursuant to
Section 4.01(a) on such preceding Distribution Date. The Group R-1
Principal
Shortfall for the initial Distribution Date shall be zero.
"Group R-2 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Group
R-2 Principal
Distribution Amount for the prior Distribution Date and (b) the
Certificate
Balance of the Class A-1A Certificates, exceeds (2) the aggregate
amount
distributed in respect of principal on the Class A-1A Certificates
for such
preceding Distribution Date pursuant to Section 4.01(a) on such
preceding
Distribution Date. The Group R-2 Principal Shortfall for the
initial
Distribution Date shall be zero.
"Group R WAC
Rate": (A) With respect to the first Distribution Date,
a per annum rate equal to 5.92657224% or (B) with respect to any
Distribution
Date after the first Distribution Date, a per annum rate equal to
the weighted
average of the applicable Net Mortgage Rates for the Mortgage Loans
in Loan
Group R, weighted on the basis of their respective Stated Principal
Balances as
of the preceding Distribution Date.
"Group S Available Distribution Amount": For any Distribution
Date,
an amount equal to the sum of (a) that portion of the Available
Distribution
Amount for that Distribution Date attributable to funds collected
or advanced
with respect to the Mortgage Loans in Loan Group S and (b) after
the reduction
of the Class H Certificate Principal Balance to zero and
reimbursement of all
Collateral Support Deficits allocated to the Class H Certificates
in full, that
portion of the Available Distribution Date attributable to funds
collected or
advanced with respect to the Mortgage Loans in Loan Group R
remaining after all
distributions on that Distribution Date to the Class H
Certificates.
"Group S Certificates": Any Class A-1S, Class A-2S, Class
A-2SFL,
Class A-3, Class A-3S, Class A-MS, Class A-JS, Class B-S, Class
C-S, Class D-S,
Class E-S, Class F-S, Class G-S and Class H-S Certificates.
"Group S Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group S.
"Group S Principal Distribution Amount": With respect to any
Distribution Date and any Class of Group S Certificates (other than
Class A-2SFL
Certificates) and the Class A-2SFL Regular Interest, an amount
equal to the sum
of (a) the Group S Principal Shortfall for that Distribution Date,
(b) the
Scheduled Principal Distribution Amount for Loan Group S for that
Distribution
Date and (c) the Unscheduled Principal Distribution Amount for Loan
Group S for
that Distribution Date; provided, that the Group S Principal
Distribution Amount
for any Distribution Date will be reduced by the amount of any
reimbursements of
(i) Nonrecoverable Advances, plus interest on such Nonrecoverable
Advances, that
are paid or reimbursed from principal collections on the Mortgage
Loans in Loan
Group S in a period during which such principal collections would
have otherwise
been included in the Group S Principal Distribution Amount for that
Distribution
Date, (ii) Workout-Delayed Reimbursement Amounts that are paid or
reimbursed
from principal collections on the Mortgage Loans in Loan Group S in
a period
during which such principal collections would have otherwise been
included in
the Group S Principal Distribution Amount for that Distribution
Date and (iii)
following the reimbursements described in clauses (i) and (ii), the
excess, if
any of (A) the total amount of Nonrecoverable Advances and
Workout-Delayed
Reimbursement Amounts, plus interest on such Nonrecoverable
Advances and
Workout-Delayed Reimbursement Amounts, that would have been paid or
reimbursed
from principal collections on the Mortgage Loans in Loan Group R as
described in
clauses (i) and (ii) of the definition of Group R Principal
Distribution Amount
had the aggregate amount available for distribution of principal
with respect to
Loan Group R been sufficient to make such reimbursements in full,
over (B) the
aggregate amount available for distribution of principal with
respect to Loan
Group R for that Distribution Date (provided, further, (I) that in
the case of
clauses (i) and (ii) above, if any of such amounts reimbursed from
principal
collections on the Mortgage Loans in Loan Group S are subsequently
recovered on
the related mortgage loan, subject to the application of any
recovery to
increase the Group R Principal Distribution Amount as required
under clause (II)
of the definition of Group R Principal Distribution Amount, such
recovery will
be applied to increase the Group S Principal Distribution Amount
for the
Distribution Date related to the period in which such recovery
occurs; and (II)
that in the case of clause (iii) above, if any of such amounts
reimbursed from
principal collections on the Mortgage Loans in Loan Group R are
subsequently
recovered on the related mortgage loan, such recovery will first be
applied to
increase the Group S Principal Distribution Amount up to such
amounts and then
to increase the Group R Principal Distribution Amount) and (d)
after the
reduction of the Class H Certificate Principal Balance to zero and
reimbursement
of all Collateral Support Deficits allocated to the Class H
Certificates in
full, that portion of the Group R Principal Distribution Amount for
that
Distribution Date remaining after all distributions on that
Distribution Date to
the Class H Certificates.
"Group S Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Group
S Principal
Distribution Amount for the prior Distribution Date and (b) the
aggregate
Certificate Balance of the Class A-1S, Class A-2S, Class A-3S,
Class A-MS, Class
A-JS, Class B-S, Class C-S, Class D-S, Class E-S, Class F-S, Class
G-S and Class
H-S Certificates and the Class A-2SFL Regular Interest, exceeds (2)
the
aggregate amount distributed in respect of principal on the Class
A-1S, Class
A-2S, Class A-3S, Class A-MS, Class A-JS, Class B-S, Class C-S,
Class D-S, Class
E-S, Class F-S, Class G-S and Class H-S Certificates and the Class
A-2SFL
Regular Interest for such preceding Distribution Date pursuant to
Section
4.01(a) on such preceding Distribution Date. The Group S Principal
Shortfall for
the initial Distribution Date shall be zero.
"Group S WAC Rate": (A) With respect to the first Distribution
Date,
a per annum rate equal to 5.92963947% or (B) with respect to any
Distribution
Date after the first Distribution Date, a per annum rate equal to
the weighted
average of the applicable Net Mortgage Rates for the Mortgage Loans
in Loan
Group S weighted on the basis of their respective Stated Principal
Balances as
of the preceding Distribution Date.
"Group Subordinate Amount": With respect to any Distribution
Date,
(A) with respect to Mortgage Loans in Loan Group R, an amount equal
to the
excess of the aggregate Stated Principal Balance of the Mortgage
Loans in Loan
Group R as of the beginning of the related Due Period over the
Certificate
Balance of the Group R Certificates immediately prior to such
Distribution Date
and (B) with respect to the Mortgage Loans in Loan Group S, an
amount equal to
the excess of the Stated Principal Balance of the Mortgage Loans as
of the
beginning of the related Due Period over the Certificate Balance of
the Group S
Certificates immediately prior to such Distribution Date.
"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, and specifically including, without
limitation,
asbestos and asbestos-containing materials, polychlorinated
biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any
substances
classified as being "in inventory," "usable work in process" or
similar
classification which would, if classified as unusable, be included
in the
foregoing definition.
"Independent": When used with respect to any accountants, a
Person
who is "independent" within the meaning of Rule 2-01(b) of the
Securities and
Exchange Commission's Regulation S-X. When used with respect to any
specified
Person, any such Person who (i) is in fact independent of the
Trustee, the
Co-Trustee, the Depositor, each Master Servicer, the Special
Servicer, the
Directing Certificateholder, any Companion Holder, and all
Affiliates thereof,
(ii) does not have any material direct financial interest in or any
material
indirect financial interest in any of the Trustee, the Co-Trustee,
the
Depositor, any Master Servicer, the Special Servicer, the
Directing
Certificateholder, any Companion Holder or any Affiliate thereof
and (iii) is
not connected with the Trustee, the Co-Trustee, the Depositor, any
Master
Servicer, the Special Servicer, the Directing Certificateholder,
any Companion
Holder or any Affiliate thereof as an officer, employee, promoter,
underwriter,
trustee, partner, director or Person performing similar functions;
provided,
however, that a Person shall not fail to be Independent of the
Trustee, the
Co-Trustee, the Depositor, any Master Servicer, the Special
Servicer, the
Directing Certificateholder, any Companion Holder or any Affiliate
thereof
merely because such Person is the beneficial owner of 1% or less of
any Class of
securities issued by the Trustee, the Co-Trustee, the Depositor,
any Master
Servicer, the Special Servicer, the Directing Certificateholder,
any Companion
Holder or any Affiliate thereof, as the case may be, provided such
beneficial
ownership constitutes less than 1% of the total assets of such
Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust within the
meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the
Co-Trustee, the applicable Master Servicer, any Companion Holder or
the Trust,
delivered to the Trustee, any Companion Holder and the applicable
Master
Servicer), so long as the Trust does not receive or derive any
income from such
Person and provided that the relationship between such Person and
the Trust is
at arm's length, all within the meaning of Treasury Regulations
Section
1.856-4(b)(5) (except that any Master Servicer or the Special
Servicer shall not
be considered to be an Independent Contractor under the definition
in this
clause (i) unless an Opinion of Counsel has been delivered to the
Trustee to
that effect) or (ii) any other Person (including the Master
Servicers and the
Special Servicer) upon receipt by the Trustee and the applicable
Master Servicer
of an Opinion of Counsel, which shall be at no expense to the
Trustee, the
Co-Trustee, the Master Servicers 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.
"Initial Purchaser": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with any Master Servicer as of
the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement. The
Initial
Sub-Servicers are set forth on Exhibit BB hereto.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the full or partial
condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are
not applied
to the restoration of the related Mortgaged Property or released to
the
Mortgagor or any tenants or ground lessors, in either case, in
accordance with
the Servicing Standards (and in the case of any Serviced Mortgage
Loan or the
Non-Serviced Mortgage Loans, to the extent any portion of such
proceeds are
received by the Trustee in connection with such Serviced Mortgage
Loan or the
Non-Serviced Mortgage Loans, as applicable, pursuant to the
allocations set
forth in the related Intercreditor Agreement).
"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.
"Intercreditor Agreements": Any of the 599 Lexington Avenue
Intercreditor Agreement, the Skyline Portfolio Intercreditor
Agreement, the
Solana Intercreditor Agreement, the Americold Pool 2 Intercreditor
Agreement,
the Overland Park Trade Center Intercreditor Agreement, the Anchor
Government
Assets Intercreditor Agreement, the Timberline Apartments
Intercreditor
Agreement and the Turtle Creek Park Intercreditor Agreement,
individually or
collectively, as the context may require.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than (i) the Class A-2SFL Certificates if the
Class A-2SFL
Distribution Conversion is not in effect or (ii) the Class A-JFL
Certificates if
the Class A-JFL Distribution Conversion is not in effect), the
Class A-2SFL or
Class A-JFL Regular Interests or the Uncertificated Middle-Tier
Interests and
any Distribution Date, the period beginning on the first day of the
calendar
month preceding the calendar month in which the related
Distribution Date occurs
and ending on the last day of the calendar month preceding the
calendar month in
which such Distribution Date occurs, calculated assuming that each
month has 30
days and each year has 360 days. With respect to the Class A-2SFL
and Class
A-JFL Certificates and any Distribution Date for which the Class
A-2SFL
Distribution Conversion or Class A-JFL Distribution Conversion, as
applicable,
is not in effect, the Interest Accrual Period will be 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,
calculated
assuming that each month has the actual number of days in such
Interest Accrual
Period and each year has 360 days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-2SFL and Class A-JFL
Certificates) and the
Class A-2SFL and Class A-JFL Certificates Regular Interest for any
Distribution
Date, an amount equal to the sum of the Distributable Certificate
Interest and
the Class Unpaid Interest Shortfall with respect to such Class of
Regular
Certificates or Regular Interest, as applicable, for such
Distribution Date and
any Accrued Interest From Recoveries for such Class, to the extent
not
previously paid for all prior Distribution Dates.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained by the Trustee pursuant
to Section
3.25 in the name of "Wells Fargo Bank, N.A., as Trustee, in trust
for the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust
2007-LDP10 Commercial Mortgage Pass-Through Certificates, Series
2007-LDP10,
Interest Reserve Account," into which the amounts set forth in
Section 3.25
shall be deposited directly and which must be an Eligible Account
or subaccount
of an Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, each Master Servicer, the
Special Servicer, any Independent Contractor engaged by the Special
Servicer,
any Holder of a Certificate, each Companion Holder (but only with
respect to the
related Serviced Whole Loan) or any Affiliate of any such
Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b)(iii).
"JPMCC 2007-CIBC18 Master Servicer": The "Master Servicer" for
the
Americold Pool 2 Whole Loan under the JPMCC 2007-CIBC18 Pooling
Agreement, which
as of the date hereof is Capmark Finance Inc.; provided, however
that if at any
time the Americold Pool 2 Whole Loan ceases to be serviced under
the JPMCC
2007-CIBC18 Pooling Agreement, then, with respect to such Whole
Loan, references
herein to the JPMCC 2007-CIBC18 Master Servicer shall be deemed to
be references
to the successor "Master Servicer" for such Whole Loan.
"JPMCC 2007-CIBC18 Pooling Agreement": The (i) pooling and
servicing
agreement dated as of March 7, 2007 among J.P. Morgan Chase
Commercial Mortgage
Securities Corp., as depositor, Capmark Finance Inc., as master
servicer,
Midland Loan Services, Inc., as primary servicer, ARCap Servicing,
Inc. and LNR
Partners, Inc., as special servicers and Wells Fargo Bank, N.A., as
trustee, as
from time to time amended, supplemented or modified relating to the
issuance of
the J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-CIBC18,
Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC18
or with
respect to the Americold Pool 2 Whole Loan, any successor pooling
and servicing
agreement entered into pursuant to the Americold Pool 2 Portfolio
Intercreditor
Agreement.
"JPMCC 2007-CIBC18 Primary Servicer": The "Primary Servicer" for
the
Americold Pool 2 Whole Loan under the JPMCC 2007-CIBC18 Pooling
Agreement, which
as of the date hereof is Midland Loan Services, Inc.; provided,
however that if
at any time the Americold Pool 2 Whole Loan ceases to be serviced
under the
JPMCC 2007-CIBC18 Pooling Agreement, then, with respect to such
Whole Loan,
references herein to the JPMCC 2007-CIBC18 Primary Servicer shall
be deemed to
be references to the successor "Primary Servicer" for such Whole
Loan.
"JPMCC 2007-CIBC18 Special Servicer": The "Special Servicer" for
the
Americold Pool 2 Whole Loan under the JPMCC 2007-CIBC18 Pooling
Agreement, which
as of the date hereof is LNR Partners, Inc.; provided, however that
if at any
time the Americold Pool 2 Whole Loan ceases to be serviced under
the JPMCC
2007-CIBC18 Pooling Agreement, then, with respect to such Whole
Loan, references
herein to the JPMCC 2007-CIBC18 Special Servicer shall be deemed to
be
references to the successor "Special Servicer" for such Whole
Loan..
"JPMCC 2007-CIBC18 Trust": The J.P. Morgan Chase Commercial
Mortgage
Securities Trust 2007-CIBC18, Commercial Mortgage Pass-Through
Certificates,
Series 2007-CIBC18 trust, which is administered pursuant to the
JPMCC
2007-CIBC18 Pooling Agreement.
"JPMCC 2007-CIBC18 Trustee": The "Trustee" under the JPMCC
2007-CIBC18 Pooling Agreement, which as of the date hereof is Wells
Fargo Bank,
N.A.
"JPMorgan": JPMorgan Chase Bank, National Association, a
banking
association organized under the laws of the United States, or its
successor in
interest.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to the related
Determination Date,
whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds
or otherwise, which represent late payments or collections of
principal or
interest due in respect of such Mortgage Loan or Companion Loan
(without regard
to any acceleration of amounts due thereunder by reason of default)
on a Due
Date prior to the immediately preceding Determination Date and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property prior to the related Determination Date,
whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or
otherwise, which represent late collections of principal or
interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage
Loan or
Companion Loan (without regard to any acceleration of amounts due
under the
predecessor Mortgage Loan or Companion Loan by reason of default)
on a Due Date
prior to the immediately preceding Determination Date and not
previously
recovered. The term "Late Collections" shall specifically exclude
Penalty
Charges.
"LIBOR": With respect to the Class A-2SFL Certificates and the
Class
A-JFL Certificates and each Interest Accrual Period for which a
Class A-2SFL
Distribution Conversion or a Class A-JFL Distribution Conversion,
respectively,
is not in effect, the rate for deposits in U.S. Dollars, for a
period equal to
one month, which appears on the Reuters Screen LIBOR01 Page as of
11:00 a.m.,
London time, on the related LIBOR Determination Date. If such rate
does not
appear on the Reuters Screen LIBOR01 Page, the rate for that
Interest Accrual
Period shall be determined on the basis of the rates at which
deposits in U.S.
Dollars are offered by four major 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 shall request the principal London
office of each
of such four banks to provide a quotation of its rate. If at least
two such
quotations are provided, the rate for that Interest Accrual Period
shall be the
arithmetic mean of the quotations. If fewer than two quotations are
provided as
requested, the rate for that Interest Accrual Period shall 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 Mortgage Loan 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 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 shall determine LIBOR for each
Interest Accrual
Period and the determination of LIBOR by the Trustee shall be
binding absent
manifest error. LIBOR for the initial Interest Accrual Period shall
be 5.32%.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England.
"LIBOR Determination Date": (i) With respect to the initial
Interest
Accrual Period, the date that is two LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is two LIBOR Business Days prior to the beginning of the
related Interest
Accrual Period.
"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 the applicable Mortgage Loan Seller pursuant
to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Controlling Class Option Holder or the Special
Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by
the Special
Servicer, the applicable Master Servicer, the Holders of the
Controlling Class
or the Holders of the Class LR Certificates pursuant to Section
9.01 or acquired
by the Sole Certificateholder in exchange for its Certificates
pursuant to
Section 9.01; or (vi) such Mortgage Loan is purchased by (a) the
applicable
Companion Holder pursuant to or as contemplated by Section 3.18(d)
or (b) a
mezzanine lender pursuant to the related mezzanine intercreditor
agreement. With
respect to any REO Property (and the related REO Loan), any of the
following
events: (i) a Final Recovery Determination is made with respect to
such REO
Property; (ii) such REO Property is purchased by the applicable
Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the
Holders of the
Class LR Certificates pursuant to Section 9.01; or (iii) such REO
Property is
purchased by (a) the applicable Companion Holder pursuant to or as
contemplated
by Section 3.18(d) or (b) a mezzanine lender pursuant to the
related mezzanine
intercreditor agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by the Special Servicer in
connection
with a liquidation of any Specially Serviced Mortgage Loan or REO
Property
(except with respect to the Skyline Portfolio Mortgaged Property,
the Solana
Mortgaged Property and the Americold Pool 2 Mortgaged Property)
pursuant to
Section 3.18 (including, without limitation, legal fees and
expenses, committee
or referee fees and, if applicable, brokerage commissions and
conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property
(except with
respect to the Skyline Portfolio Mortgaged Property, the Solana
Mortgaged
Property or the Americold Pool 2 Mortgaged Property) as to which
the Special
Servicer receives (i) a full or discounted payoff (or an
unscheduled partial
payment to the extent such prepayment is required by the Special
Servicer as a
condition to a workout) with respect thereto from the related
Mortgagor or (ii)
any Liquidation Proceeds or Insurance and Condemnation Proceeds
with respect to
the related Mortgage Loan or REO Property (in any case, other than
amounts for
which a Workout Fee has been paid, or will be payable), equal to
the product of
the Liquidation Fee Rate and the proceeds of such full or
discounted payoff or
other partial payment or the Liquidation Proceeds or Insurance and
Condemnation
Proceeds (net of the related costs and expenses associated with the
related
liquidation) related to such liquidated Specially Serviced Mortgage
Loan or REO
Property, as the case may be; provided, however, that no
Liquidation Fee shall
be payable with respect to any event described in (1) clause
(iii)(A) of the
definition of "Liquidation Proceeds" if such purchase occurs within
the first 90
days after the Special Servicer's initial determination of the fair
value of
such Specially Serviced Mortgage Loan, (2) clause (iv) of the
definition of
"Liquidation Proceeds" if such repurchase occurs within the time
parameters
(including any applicable extension period) set forth in this
Agreement and in
the related Mortgage Loan Purchase Agreement or, if such repurchase
occurs after
such time period, the Mortgage Loan Seller was acting in good faith
to resolve
such breach or defect, (3) clause (v) or clause (vi) of the
definition of
"Liquidation Proceeds," (except that a Liquidation Fee will be
payable with
respect to any purchase by a mezzanine lender if such purchase does
not occur
within the time period provided for in the applicable intercreditor
agreement,
or if no such time period is specified, 60 days following the date
the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan) or (4)
with respect to
any Serviced Securitized Companion Loan, a purchase or repurchase
of such
Serviced Securitized Companion Loan under an Other Pooling and
Servicing
Agreement (for the avoidance of doubt, a Liquidation Fee payable
under this
Agreement, in accordance herewith, may be payable on the entire
related Serviced
Whole Loan).
"Liquidation Fee Rate": A rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts received by or paid to any
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
(including a payment in full) of a Mortgaged Property or other
collateral
constituting security for a Defaulted Mortgage Loan through a
trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof
required to be released to the related Mortgagor in accordance with
applicable
law and the terms and conditions of the related Mortgage Note and
Mortgage; (ii)
the realization upon any deficiency judgment obtained against a
Mortgagor; (iii)
(A) the purchase of a Defaulted Mortgage Loan by the Majority
Controlling Class
Certificateholder, the Special Servicer or any Master Servicer or
any of their
assignees pursuant to Section 3.18(a) or (B) any other sale thereof
pursuant to
Section 3.18(c) or Section 3.18(e); (iv) the repurchase of a
Mortgage Loan by
the applicable Mortgage Loan Seller pursuant to Section 6 of the
related
Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage
Loan or REO
Property by the Holders of the Controlling Class, the Special
Servicer, any
Master Servicer or the Holders of the Class LR Certificates
pursuant to Section
9.01; or (vi) the purchase of a Mortgage Loan or an REO Property by
(A) the
Companion Holder pursuant to Section 3.18(d) or (B) any mezzanine
lender of the
related Mortgage Loan or REO Loan.
"Loan Group": Either Loan Group S, Loan Group R-1, Loan Group
R-2 or Loan Group R.
"Loan Group R": The Mortgage Loans in Loan Group R-1 and Loan
Group R-2, collectively.
"Loan Group R-1": 169 Mortgage Loans as identified in Annex A-1
to
the Prospectus which sets forth the Loan Group designation with
respect to each
Mortgage Loan.
"Loan Group R-2": 53 Mortgage Loans as identified in Annex A-1
to
the Prospectus which sets forth the Loan Group designation with
respect to each
Mortgage Loan.
"Loan Group S": 51 Mortgage Loans as identified in Annex A-1 to
the
Prospectus which sets forth the Loan Group designation with respect
to each
Mortgage Loan.
"Los Angeles Media Tech Center Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
75.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by the Trustee pursuant to
Section
3.04(b) in trust for the Certificateholders, which shall be
entitled "Wells
Fargo Bank, N.A., as Trustee, in trust for the registered Holders
of J.P. Morgan
Chase Commercial Mortgage Securities Trust 2007-LDP10 Commercial
Mortgage
Pass-Through Certificates, Series 2007-LDP10, Lower-Tier
Distribution Account."
Any such account, accounts or sub-accounts shall be an Eligible
Account.
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount
of such Class
as specified in the Preliminary Statement hereto, and (ii) as of
any date of
determination after the first Distribution Date, an amount
determined in
accordance with footnote 5 to the related chart in the Preliminary
Statement
hereto.
"Lower-Tier Regular Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier REMIC": One of three separate REMICs comprising a
portion of the Trust Fund, the assets of which consist of the
Mortgage Loans
(other than Excess Interest), any REO Property with respect thereto
(or an
allocable portion thereof, in the case of any Serviced Mortgage
Loan), or the
Trust Fund's beneficial interest in the REO Property with respect
to the Skyline
Portfolio Whole Loan, Solana Whole Loan and the Americold Pool 2
Whole Loan,
such amounts related thereto as shall from time to time be held in
the
Certificate Account (other than with respect to the Companion
Loans), the REO
Account, if any, the Interest Reserve Account, the Gain-on-Sale
Reserve Account
and the Lower-Tier Distribution Account, and all other property
included in the
Trust Fund that is not in the Upper-Tier REMIC, the Middle-Tier
REMIC or the
Grantor Trust.
"Lower-Tier Subordinate Balance Ratio": The ratio between the
Lower-Tier Principal Amount of the Class L-RB Interest and Class
L-SB Interest
equal to the ratio between the Group Subordinate Amount of Loan
Group R and the
Group Subordinate Amount of Loan Group S.
"LTV 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 scheduled principal balance of such Mortgage Loan as of such
date (assuming
no defaults or prepayments on such Mortgage Loan prior to that
date), and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the Controlling Class Certificateholder owning a majority of the
Percentage
Interests in the Controlling Class.
"Master Servicer": With respect to (a) the Group A Mortgage
Loans
and any related Companion Loans and any related REO Properties, and
any matters
relating to the foregoing, Master Servicer No. 1 and (b) the Group
B Mortgage
Loans and any related Companion Loans and any related REO
Properties, and any
matters relating to the foregoing, Master Servicer No. 2.
"Master Servicer No. 1": Midland Loan Services, Inc., and its
successors in interest and assigns, or any successor Master
Servicer
appointed as allowed herein.
"Master Servicer No. 2": Wachovia Bank, National Association,
and
its successors in interest and assigns, or any successor Master
Servicer
appointed as allowed herein.
"Maturity Date": With respect to any Mortgage Loan or Companion
Loan
as of any date of determination, the date on which the last payment
of principal
is due and payable under the related Mortgage Note, after taking
into account
all Principal Prepayments received prior to such date of
determination, but
without giving effect to (i) any acceleration of the principal of
such Mortgage
Loan or Companion Loan by reason of default thereunder or (ii) any
grace period
permitted by the related Mortgage Note.
"MERS": Mortgage Electronic Registration System, Inc.
"Mezz Cap AB Mortgage Loan": The Anchor Government Assets
Mortgage Loan, the Timberline Apartments Mortgage Loan and the
Turtle Creek
Park Mortgage Loan.
"Mezz Cap AB Mortgage Loan Intercreditor Agreements": The
Intercreditor Agreements related to the Mezz Cap AB Mortgage
Loans.
"Middle-Tier Distribution Account": The segregated account or
accounts (or a subaccount of the Distribution Account) created and
maintained by
the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders,
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, 2007-LDP10,
Middle-Tier
Distribution Account." Any such account or accounts shall be an
Eligible Account
(or a subaccount of the Distribution Account).
"Middle-Tier Principal Amount": With respect to any Class of
Uncertificated Middle-Tier Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original Middle-Tier Principal Amount
of such Class
as specified in the Preliminary Statement hereto, and (ii) as of
any date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.02(iii)).
"Middle-Tier Regular Distribution Amount": As defined in
Section
4.01(b).
"Middle-Tier REMIC": One of the three separate REMICs comprising
the
Trust Fund, the assets of which consist of the Uncertificated
Lower-Tier
Interests and such amounts as shall from time to time be held in
the Middle-Tier
Distribution Account.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of principal and/or interest
(other than
Excess Interest) on such Mortgage Loan or Companion Loan, including
any Balloon
Payment, which is payable (as the terms of the applicable Mortgage
Loan or
Companion Loan may be changed or modified in connection with a
bankruptcy or
similar proceedings involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
pursuant to
the terms hereof) by a Mortgagor from time to time under the
related Mortgage
Note and applicable law, without regard to any acceleration of
principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and
without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence, "Moody's" shall be deemed to
refer to such
other nationally recognized statistical rating agency or other
comparable Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicers and the Special Servicer, and
specific ratings of
Moody's herein referenced shall be deemed to refer to the
equivalent ratings of
the party so designated.
"Mortgage": With respect to any Mortgage Loan and Companion
Loan,
the mortgage, deed of trust or other instrument securing a Mortgage
Note and
creating a lien on the fee and/or leasehold interest in the related
Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to reduce the rate at which
interest is
paid currently below the Mortgage Rate and capitalize the amount of
such
interest reduction, the excess, if any, of (a) interest accrued on
the Stated
Principal Balance thereof during the one-month interest accrual
period set forth
in the related Mortgage Note at the related Mortgage Rate over (b)
the interest
portion of the related Monthly Payment, as so modified or reduced,
or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File": With respect to each Mortgage Loan and
Companion
Loan, if applicable, but subject to Section 2.01, collectively the
following
documents:
(i) the original executed Mortgage Note bearing, or
accompanied by, all prior and intervening endorsements,
assignments
or allonges showing a complete chain of endorsement or
assignment
from the originator of the Mortgage Loan to the most recent
endorsee, and further endorsed (at the direction of the
Depositor
given pursuant to the applicable Mortgage Loan Purchase
Agreement),
on its face or by allonge attached thereto, without recourse,
representation or warranty, express or implied to the order of
the
Trustee in the following form: "Pay to the order of Wells Fargo
Bank, N.A., as trustee for the registered holders of J.P.
Morgan
Chase Commercial Mortgage Securities Trust 2007-LDP10
Commercial
Mortgage Pass-Through Certificates, Series 2007-LDP10" or in
blank;
provided that the requirements of this clause (i) will be
satisfied
by delivery of a signed lost note affidavit and indemnity
properly
assigned or endorsed to the Trustee as described above, with a
copy
of the Mortgage Note attached to it;
(ii) the original Mortgage (or a certified or other copy
thereof from the applicable recording office) and originals (or
certified or other copies from the applicable recording office)
of
any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most
recent mortgagee of record, in each case with evidence of
recording
indicated thereon (except for recording information not yet
available if the Mortgage or an assignment thereof has not been
returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete and
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the most recent
assignee
of record thereof prior to the Trustee, or if none, by the
originator to "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust
2007-LDP10 Commercial Mortgage Pass-Through Certificates,
Series
2007-LDP10" and, in the case of any Serviced Whole Loan, in its
capacity as "lead lender" under the related Intercreditor
Agreement
on behalf of the related Companion Holder, or in blank,
provided
that, if the related Mortgage has been recorded in the name of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no assignment of Mortgage in favor of the Trustee will
be
required to be recorded or delivered and instead, the
applicable
Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement shall take all actions as are necessary to
cause
the Trustee to be shown as, and the Trustee shall take all
actions
necessary to confirm that it is shown as, and shall provide the
related Master Servicer and the Special Servicer with
reasonable
evidence that it is, the owner of the related Mortgage on the
records of MERS for purposes of the system of recording transfers
of
beneficial ownership of mortgages maintained by MERS;
(iv) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the most recent assignee of record, in each case with
evidence of recording thereon (except for recording information
not
yet available if the Assignment of Leases or an assignment
thereof
has not been returned from the applicable recording office);
(v) an original assignment of 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 (iii)),
in
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the applicable assignee
of
record to "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust
2007-LDP10 Commercial Mortgage Pass-Through Certificates,
Series
2007-LDP10" and, in the case of any Serviced Whole Loan, in its
capacity as "lead lender" under the related Intercreditor
Agreement
on behalf of the related Companion Holder, or in blank,
provided
that if the related Mortgage has been recorded in the name of
MERS
or its designee, no assignment of Assignment of Leases in favor
of
the Trustee will be required to be recorded or delivered and
instead, the applicable Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement shall take all
actions
as are necessary to cause the Trustee to be shown as, and the
Trustee shall take all actions necessary to confirm that it is
shown
as, and shall provide the related Master Servicer and the
Special
Servicer with reasonable evidence that it is, the owner of the
related Assignment of Leases on the records of MERS for purposes
of
the system of recording transfers of beneficial ownership of
assignments of leases maintained by MERS;
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in
complete
form, executed by the applicable Mortgage Loan Seller to "Wells
Fargo Bank, N.A., as trustee for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2007-LDP10
Commercial Mortgage Pass-Through Certificates, Series
2007-LDP10"
and, in the case of any Serviced Whole Loan, in its capacity as
"lead lender" under the related Intercreditor Agreement on behalf
of
the related Companion Holder; provided, if the related Security
Agreement has been recorded in the name of MERS or its designee,
no
assignment of such Security Agreement in favor of the Trustee
will
be required to be prepared or delivered and instead, the
applicable
Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement shall take all actions as are necessary to
cause
the Trustee, on behalf of the Certificateholders, to be shown
as
(and the Trustee shall take all necessary actions to confirm that
it
is shown as and shall provide the related Master Servicer and
the
Special Servicer with reasonable evidence that it is) the owner
of
the related Security Agreement on the records of MERS for
purposes
of the system of recording transfers of beneficial ownership of
security agreements maintained by MERS;
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements,
with
evidence of recording thereon, where appropriate, in those
instances
where the terms or provisions of the Mortgage, Mortgage Note or
any
related security document have been consolidated or modified or
the
Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof, together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgagor's fee
or
leasehold interest in the Mortgaged Property, or if the policy
has
not yet been issued, an original or copy of a "marked-up"
written
commitment (marked as binding and in all cases countersigned by
the
title insurer or its authorized agent) or the pro forma or
specimen
title insurance policy (accepted or approved in writing by the
title
insurer or its authorized agent) or an agreement to provide the
same
pursuant to lender's escrow trust instructions executed by an
authorized representative of the title insurance company,
provided
the actual policy is issued within eighteen (18) months from
the
Closing Date, in connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan and any intervening
assignments;
(xi) all UCC Financing Statements, assignments and
continuation statements or copies thereof, as filed or recorded,
or
in form that is complete and suitable for filing or recording,
as
appropriate, or other evidence of filing or recording sufficient
to
perfect
(and maintain the perfection of) the security interest held
by the originator of the Mortgage Loan (and each assignee of
record
prior to the Trustee) in and to the personalty of the Mortgagor
at
the Mortgaged Property (in each case with evidence of filing or
recording thereon, with the exception of filing or recording
information not yet available because the UCC Financing
Statement,
assignment or continuation statement, as the case may be, has
not
yet been returned from the applicable filing or recording
office),
and to transfer such UCC Financing Statements to the Trustee,
provided, if the related Mortgage has been recorded in the name
of
MERS or its designee, no UCC Financing Statement in favor of
the
Trustee will be required to be recorded or delivered and
instead,
the applicable Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement shall take all actions as are
necessary to cause the Trustee, on behalf of the
Certificateholders,
to be shown as, and the Trustee shall take all actions necessary
to
confirm that it is shown as, and shall provide the related
Master
Servicer and the Special Servicer with reasonable evidence that
it
is, the secured party on the related UCC Financing Statements on
the
records of MERS for purposes of the system of recording transfers
of
beneficial ownership of UCC Financing Statements maintained by
MERS;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the
Mortgage, Mortgage Note or other document or instrument referred
to
above was not signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional
Debt, a co-lender agreement, a subordination agreement or other
intercreditor agreement, pursuant to which such Additional Debt
will
be subordinated to such Mortgage Loan as set forth in such
intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease, the related ground lease or a certified copy thereof and
any
related ground lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan and, within sixty (60) days of the Closing Date or such
earlier
date as required by the issuer of the letter of credit, a copy
of
the appropriate transfer or assignment documents (which may be
in
the form of an amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together with a copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any franchise agreements and comfort letters
related thereto;
(xxi) a copy of any lock-box or cash management agreement(s);
(xxii) a list related to such Mortgage Loan indicating the
related Mortgage Loan documents included in the related
Mortgage
File (the "Mortgage Loan Checklist");
(xxiii) with respect to each Mortgage Loan that has one or
more Companion Loan(s), the related Intercreditor Agreement and
a
copy of each Mortgage Note relating to such Companion Loan(s),
rather than the original; and
(xxiv) with respect to the Non-Serviced Mortgage Loans, a copy
of each loan's respective Non-Serviced Pooling Agreement;
provided, however, that (a) whenever the term "Mortgage File" is
used to refer
to documents held by the Trustee, or a Custodian appointed thereby,
such term
shall not be deemed to include such documents and instruments
required to be
included therein unless they are actually received by the Trustee
or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed
Group only
one original or certified copy of any document referred to in the
definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed
Group, then
the inclusion of such original or certified copy in the Mortgage
File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed
the inclusion
of such original or certified copy in the Mortgage File for each
such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage
File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the
Mortgage
File for the related Mortgage Loan (except that references to the
Mortgage Note
otherwise described above shall be construed to instead refer to a
photocopy of
such Mortgage Note), (d) the execution and/or recordation of any
assignment of
Mortgage, any separate assignment of Assignment of Leases and any
assignment of
any UCC Financing Statement in the name of the Trustee shall not be
construed to
limit the beneficial interest of the related Companion Holder(s) in
such
instrument and the benefits intended to be provided to them by such
instrument,
it being acknowledged that (i) the Trustee shall hold such record
title for the
benefit of the Trust as the holder of the related Mortgage Loan and
the related
Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee,
any Master Servicer, or the Special Servicer on its behalf to
enforce or obtain
the benefits of such instrument shall be construed to be so
undertaken by
Trustee, the applicable Master Servicer or the Special Servicer for
the benefit
of the Trust as the holder of the applicable Mortgage Loan and the
related
Companion Holder(s) collectively and (e) with respect to the
Non-Serviced
Mortgage Loans, the preceding document delivery requirements will
be met by the
delivery by the applicable Mortgage Loan Seller of copies of the
documents
specified above (other than the Note and intervening endorsements
evidencing
such Mortgage Loan, with respect to which the original shall be
required),
including a copy of the Mortgage securing the applicable Mortgage
Loan.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related
Mortgage
Note, Mortgage and other documents contained in the related
Mortgage File and
any related agreements. As used in this Agreement, the term
"Mortgage Loan" does
not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage File."
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan Seller, relating to the
transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the
related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as
Exhibit B, which list sets forth the following information with
respect to each
Mortgage Loan:
(i) the loan identification number (as specified in Annex A-1
to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due (i) with respect to
each Mortgage Loan (other than Mortgage Loans on which only
interest
is due prior to a Balloon Payment), on the first Due Date
following
the Cut-off Date on which principal is due on such Mortgage Loan
and
(ii)
with respect to Mortgage Loans on which only interest is due
prior to a Balloon Payment, on the first Due Date following the
Cut-off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;
(xiii) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xiv) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xv) the originator of such Mortgage Loan and the Mortgage
Loan Seller;
(xvi) whether such Mortgage Loan has a guarantor;
(xvii) whether such Mortgage Loan is secured by a letter of
credit;
(xviii) amount of any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xix) number of grace days;
(xx) whether a cash management agreement or lock-box agreement
is in place;
(xxi) the general property type of the related Mortgaged
Property;
(xxii) whether the Mortgage Loan permits defeasance;
(xxiii) the applicable Servicing Group to which the Mortgage
Loan belongs;
(xxiv) the applicable Loan Group to which the Mortgage Loan
belongs;
(xxv) the Anticipated Repayment Date, if applicable; and
(xxvi) the Revised Rate of such Mortgage Loan, if any.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Mortgage Loans.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) AIG, or its successor in
interest and SOME II, or its successor in interest, (2) Eurohypo,
or its
successor in interest, (3) JPMorgan, or its successors in interest,
(4) NCCI, or
its successors in interest, (5) PNC Bank, or its successors in
interest and (6)
UBS, or its successor in interest.
"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.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
Loan on or prior to its Maturity Date, the annual rate at which
interest is
scheduled (in the absence of a default) to accrue on such Mortgage
Loan or
Companion Loan from time to time in accordance with the related
Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any
Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described
in clause (i)
above determined without regard to the passage of such Maturity
Date.
"Mortgaged Property": The real 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.
"NCCI": Nomura Credit & Capital, Inc., a Delaware corporation,
or
its successor in interest.
"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 Due
Period,
exceeds (b) the aggregate amount deposited by the applicable Master
Servicer in
its Certificate Account for such Distribution Date pursuant to
Section 3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to (1) each Certificate
Account, the Servicing Accounts or the REO Account for any period
from any
Distribution Date to the immediately succeeding P&I Advance
Date and (2) each
Distribution Account, Gain-on-Sale Reserve Account and Interest
Reserve Account
for any period from any P&I Advance Date to the immediately
succeeding
Distribution Date, the amount, if any, by which the aggregate of
all interest
and other income realized during such period on funds relating to
the Trust Fund
held in such account, exceeds the aggregate of all losses, if any,
incurred
during such period in connection with the investment of such funds
in accordance
with Section 3.06.
"Net Investment Loss": With respect to (1) each Certificate
Account,
the Servicing Accounts or the REO Account for any period from any
Distribution
Date to the immediately succeeding P&I Advance Date and (2)
each Distribution
Account, Gain-on-Sale Reserve Account and Interest Reserve Account
for any
period from any P&I Advance Date to the immediately succeeding
Distribution
Date, the amount by which the aggregate of all losses, if any,
incurred during
such period in connection with the investment of funds relating to
the Trust
Fund held in such account in accordance with Section 3.06, exceeds
the aggregate
of all interest and other income realized during such period on
such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per annum equal to the
related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided,
that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate
for any
Mortgage Loan will be determined without regard to any
modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by
the
applicable Master Servicer or the Special Servicer or resulting
from a
bankruptcy, insolvency or similar proceeding involving the
Mortgagor; provided,
further, that if any Mortgage Loan does not accrue interest on the
basis of a
360-day year consisting of twelve 30-day months, then, solely for
purposes of
calculating Pass-Through Rates, the Net 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
Default Interest
or Excess Interest) in respect of such Mortgage Loan during such
one-month
period at the related Net Mortgage Rate; provided, further, that,
with respect
to each Interest Reserve Loan, the Net 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 (in either case, unless the related
Distribution Date is
the final Distribution Date), will be the per annum rate stated in
the related
Mortgage Note less the related Administrative Cost Rate, and (B)
preceding the
Due Date in March (or February, if the related Distribution Date is
the final
Distribution Date) will be determined inclusive of the one day of
interest
retained for the immediately preceding February or January, if
applicable). With
respect to any REO Loan, the Net Mortgage Rate shall be calculated
as described
above, determined as if the predecessor Mortgage Loan had remained
outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net Operating Income will be
calculated in
accordance with the standard definition of "Net Operating Income"
approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust, including any lease
renewed,
modified or extended on behalf of the Trust, if the Trust has the
right to
renegotiate the terms of such lease.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class B, Class C, Class D, Class E, Class E-S,
Class F,
Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class
K, Class L,
Class M, Class N, Class P, Class NR, Class R, Class S, Class MR or
Class LR
Certificate.
"Non-Serviced Mortgage Loans": The Skyline Portfolio Mortgage
Loan,
the Solana Mortgage Loan and the Americold Pool 2 Mortgage
Loan.
"Non-Serviced Pooling Agreement": (A) With respect to the
Skyline
Portfolio Mortgage Loan and the Solana Mortgage Loan, the BACM
2007-1 Pooling
Agreement, and (B) with respect to the Americold Pool 2 Mortgage
Loan, the JPMCC
2007-CIBC18 Pooling Agreement.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with
respect to the Transfer of a Residual Certificate, (i) such person
holds such
Residual Certificate in connection with the conduct of a trade or
business
within the United States and furnishes the Transferor and the
Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI
(or successor
form) or (ii) the Transferee delivers to both the Transferor and
the Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
such Transfer is in accordance with the requirements of the Code
and the
regulations promulgated thereunder and that such Transfer of the
Residual
Certificate will not be disregarded for federal income tax
purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause
(i) of the
preceding sentence, if it is a partnership (including any entity
treated as a
partnership for U.S. federal income tax purposes) any interest in
which is owned
(or may be owned pursuant to the applicable partnership agreement),
directly or
indirectly (other than through a corporation that is a U.S. Person)
by a
Non-U.S. Person or (B) if such Person is a U.S. Person with respect
to whom
income from a Residual Certificate is attributable to a foreign
permanent
establishment of fixed base, within the meaning of an applicable
income treaty,
of such Person or any other U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided, that a Workout-Delayed
Reimbursement
Amount 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 its reasonable judgment that
such
Workout-Delayed Reimbursement Amount would not ultimately be
recoverable
(including interest on such Advance) 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 Standards or such other applicable standard that such
Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed
Reimbursement Amounts
and Nonrecoverable Advances, would not ultimately be recovered from
aggregate
principal collections in respect of the pool of the Mortgage Loans
or REO Loans.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the applicable Master Servicer or the
Co-Trustee, as
applicable, will not be ultimately recoverable, together with any
accrued and
unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any
other recovery on or in respect of such Mortgage Loan or REO Loan;
provided,
however, that the Special Servicer may, at its option, in
consultation with the
Directing Certificateholder, make a determination in accordance
with the
Servicing Standards, that any P&I Advance previously made or
proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the
applicable Master
Servicer or the Co-Trustee (and with respect to any Serviced
Mortgage Loan, to
any Other Servicer, and with respect to the Non-Serviced Mortgage
Loans, to the
applicable master servicer) notice of such determination. Any such
determination
shall be conclusive and binding on the applicable Master Servicer
and the
Co-Trustee, provided, however, the Special Servicer shall have no
such
obligation to make an affirmative determination that any P&I
Advance is or would
be nonrecoverable, and in the absence of a determination by the
Special Servicer
that such P&I Advance is a Nonrecoverable P&I Advance, such
decision shall
remain with the applicable Master Servicer or Co-Trustee, as
applicable. In
making such recoverability determination, the applicable Master
Servicer,
Special Servicer or Co-Trustee, as applicable, will be entitled (a)
to consider
(among other things) (i) the obligations of the Mortgagor under the
terms of the
related Mortgage Loan as it may have been modified and (ii) the
related
Mortgaged Properties in their "as is" or then current conditions
and
occupancies, as modified by such party's assumptions (consistent
with the
Servicing Standards in the case of the applicable Master Servicer
and the
Special Servicer or its good faith business judgment in the case of
the
Co-Trustee) regarding the possibility and effects of future adverse
change with
respect to such Mortgaged Properties, (b) to estimate and consider
(among other
things) future expenses (consistent with the Servicing Standards in
the case of
the applicable Master Servicer and the Special Servicer or in its
good faith
business judgment in the case of the Co-Trustee) among other things
and the
timing of recoveries and (c) to give due regard to the existence of
any
Nonrecoverable Advances which, at the time of such consideration,
the recovery
of which are being deferred or delayed by either Master Servicer,
in light of
the fact that related recoveries on or in respect of such Mortgage
Loan are a
source of recovery not only for the Advance under consideration but
also a
potential source of recovery for such delayed or deferred Advance.
In addition,
any Person, in considering whether a P&I Advance is a
Nonrecoverable Advance,
will be entitled to give due regard to the existence of any
outstanding
Nonrecoverable Advance or Workout Delayed Reimbursement Amount with
respect to
other Mortgage Loans which, at the time of such consideration, the
reimbursement
of which is being deferred or delayed by the applicable Master
Servicer or the
Co-Trustee because there is insufficient principal available for
such
reimbursement, in light of the fact that proceeds on the related
Mortgage Loan
are a source of reimbursement not only for the P&I Advance
under consideration,
but also as a potential source of reimbursement of such
Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being
deferred or
delayed. In addition, any such Person may update or change its
recoverability
determinations at any time (but not reverse any other Person's
determination
that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing
Standards in the case of the applicable Master Servicer, or in its
good faith
business judgment in the case of the Co-Trustee, may obtain,
promptly upon
request, from the Special Servicer any reasonably required
analysis, Appraisals
or market value estimates or other information in the Special
Servicer's
possession for making a recoverability determination. Absent bad
faith, the
applicable Master Servicer's, Special Servicer's or the
Co-Trustee's
determination as to the recoverability of any P&I Advance shall
be conclusive
and binding on the Certificateholders. The determination by the
applicable
Master Servicer or the Special Servicer or the Co-Trustee, as
applicable, that
the applicable Master Servicer or the Co-Trustee, as the case may
be, has made a
Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would
constitute a Nonrecoverable P&I Advance, or any updated or
changed
recoverability determination, shall be evidenced by an Officer's
Certificate
delivered by either the Special Servicer or the applicable Master
Servicer to
the other and to the Co-Trustee, the Trustee, the Directing
Certificateholder
(and in the case of any Serviced Mortgage Loan, any Other
Servicer), the
Depositor, or by the Co-Trustee to the Depositor, the Trustee, the
applicable
Master Servicer, the Special Servicer and the Directing
Certificateholder (and
in the case of any Serviced Mortgage Loan, any Other Servicer). The
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the applicable Master Servicer, the Special
Servicer or the
Co-Trustee, as applicable, forming the basis of such determination
(which shall
be accompanied by, to the extent available, income and expense
statements, rent
rolls, occupancy status, property inspections and any other
information used by
the applicable Master Servicer, the Special Servicer or the
Co-Trustee, as
applicable, to make such determination and shall include any
existing Appraisal
of the related Mortgage Loan or Mortgaged Property). The Co-Trustee
shall be
entitled to conclusively rely on the applicable Master Servicer's
or Special
Servicer's determination that a P&I Advance is or would be
nonrecoverable, and
the applicable Master Servicer shall be entitled to conclusively
rely on the
Special Servicer's determination that a P&I Advance is or would
be
nonrecoverable. In the case of a cross-collateralized Mortgage
Loan, such
recoverability determination shall take into account the
cross-collateralization
of the related cross-collateralized Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan (other
than the
Non-Serviced Mortgage Loans) or REO Property which, in the
reasonable judgment
of the applicable Master Servicer, the Special Servicer or the
Co-Trustee, as
the case may be, will not be ultimately recoverable, together with
any accrued
and unpaid interest thereon, at the Reimbursement Rate, from Late
Collections or
any other recovery on or in respect of such Mortgage Loan or REO
Property. In
making such recoverability determination, such Person will be
entitled to
consider (among other things) only the obligations of the Mortgagor
under the
terms of the related Mortgage Loan as it may have been modified, to
consider
(among other things) the related Mortgaged Properties in their "as
is" or then
current conditions and occupancies, as modified by such party's
assumptions
(consistent with the Servicing Standards in the case of the
applicable Master
Servicer or the Special Servicer or in its good faith business
judgment in the
case of the Co-Trustee) regarding the possibility and effects of
future adverse
change with respect to such Mortgaged Properties, to estimate and
consider
(consistent with the Servicing Standards in the case of the
applicable Master
Servicer or the Special Servicer or in its good faith business
judgment in the
case of the Co-Trustee) (among other things) future expenses and to
estimate and
consider (among other things) the timing of recoveries. In
addition, any Person,
in considering whether a Servicing Advance is a Nonrecoverable
Servicing
Advance, will be entitled to give due regard to the existence of
any
Nonrecoverable Advance or Workout Delayed Reimbursement Amounts
with respect to
other Mortgage Loans which, at the time of such consideration, the
recovery of
which are being deferred or delayed by the applicable Master
Servicer, in light
of the fact that proceeds on the related Mortgage Loan are a source
of recovery
not only for the Servicing Advance under consideration, but also as
a potential
source of recovery of such Nonrecoverable Advance or Workout
Delayed
Reimbursement Amounts which are or may be being deferred or
delayed. In
addition, any such Person may update or change its recoverability
determinations
at any time (but not reverse any other Person's determination that
an Advance is
a Nonrecoverable Advance) and, consistent with the Servicing
Standards, in the
case of the applicable Master Servicer, may obtain, promptly upon
request, from
the Special Servicer any reasonably required analysis, Appraisals
or market
value estimates or other information in the Special Servicer's
possession for
making a recoverability determination. The determination by the
applicable
Master Servicer, the Special Servicer or the Co-Trustee, as the
case may be,
that it has made a Nonrecoverable Servicing Advance or that any
proposed
Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance,
or any updated or changed recoverability determination, shall be
evidenced by an
Officer's Certificate delivered by either of the Special Servicer
or the
applicable Master Servicer to the other and to the Co-Trustee, the
Trustee, the
Directing Certificateholder and in the case of any Serviced
Mortgage Loan, any
Other Servicer, and the Depositor, or by the Co-Trustee to the
Depositor, the
Trustee, the applicable Master Servicer, the Special Servicer and
the Directing
Certificateholder and in the case of any Serviced Mortgage Loan,
any Other
Servicer; provided, however, that the Special Servicer may, at its
option, in
consultation with the Directing Certificateholder, make a
determination in
accordance with the Servicing Standards, that any Servicing Advance
previously
made or proposed to be made is a Nonrecoverable Servicing Advance
and shall
deliver to the applicable Master Servicer and the Co-Trustee notice
of such
determination. Any such determination shall be conclusive and
binding on the
applicable Master Servicer, the Special Servicer and the
Co-Trustee; provided,
however, the Special Servicer shall have no such obligation to make
an
affirmative determination that any Servicing Advance is or would
be
nonrecoverable, and in the absence of a determination by the
Special Servicer
that such Advance is a Nonrecoverable Servicing Advance, such
decision shall
remain with the applicable Master Servicer or Co-Trustee, as
applicable. The
Officer's Certificate shall set forth such determination of
nonrecoverability
and the considerations of the applicable Master Servicer, the
Special Servicer
or the Co-Trustee, as applicable, forming the basis of such
determination (which
shall be accompanied by, to the extent available, related income
and expense
statements, rent rolls, occupancy status and property inspections,
and shall
include any existing Appraisal of the related Mortgage Loan or
Mortgaged
Property). The Special Servicer shall promptly furnish any party
required to
make Servicing Advances hereunder with any information in its
possession
regarding the Specially Serviced Mortgage Loans and REO Properties
as such party
required to make Servicing Advances may reasonably request for
purposes of
making recoverability determinations. The Co-Trustee shall be
entitled to
conclusively rely on the applicable Master Servicer's or Special
Servicer's, as
the case may be, determination that a Servicing Advance is or would
be
nonrecoverable, and the applicable Master Servicer shall be
entitled to
conclusively rely on the Special Servicer's determination that a
Servicing
Advance is or would be nonrecoverable. In the case of a cross
collateralized
Mortgage Loan, such recoverability determination shall take into
account the
cross collateralization of the related cross collateralized
Mortgage Loan. The
determination as to the recoverability of any servicing advance
previously made
or proposed to be made in respect of the Skyline Portfolio Whole
Loan or the
Solana Whole Loan shall be made by the BACM 2007-1 Master Servicer,
the BACM
2007-1 Special Servicer or the BACM 2007-1 Trustee, as the case may
be, pursuant
to the BACM 2007-1 Pooling Agreement. The determination as to the
recoverability
of any servicing advance previously made or proposed to be made in
respect of
the Americold Pool 2 Whole Loan shall be made by the JPMCC
2007-CIBC18 Primary
Servicer, the JPMCC 2007-CIBC18 Special Servicer or the JPMCC
2007-CIBC18
Trustee, as the case may be, pursuant to the JPMCC 2007-CIBC18
Pooling
Agreement.
"Notional Amount": In the case of the Class X Certificates, the
Class X Notional Amount. In the case of each Component, the amount
set forth in
the applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-1S, Class A-2,
Class
A-2S, Class A-2SFL, Class A-3, Class A-3S, Class A-1A, Class X,
Class A-M, Class
A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class C-S and
Class D-S
Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the applicable Master Servicer or the Special Servicer, as the
case may be,
or a Responsible Officer of the Trustee or Co-Trustee, as the case
may be.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor, the applicable
Master
Servicer or the Special Servicer, acceptable in form and delivered
to the
Trustee and the Co-Trustee, except that any opinion of counsel
relating to (a)
the qualification of the Upper-Tier REMIC, Middle-Tier REMIC or
Lower-Tier REMIC
as a REMIC, (b) compliance with the REMIC Provisions, (c)
qualification of the
Grantor Trust as a grantor trust under subpart E, Part I of
subchapter J of the
Code for federal income tax purposes or (d) the resignation of the
applicable
Master Servicer, the Special Servicer or the Depositor pursuant to
Section 6.04,
must be an opinion of counsel who is in fact Independent of the
Depositor, the
applicable Master Servicer or the Special Servicer, as
applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, Class X and the Residual
Certificates) and
the Class A-2SFL and Class A-JFL Regular Interests, the initial
aggregate
principal amount thereof as of the Closing Date, in each case as
specified in
the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the initial principal amount
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement.
"Original Notional Amount": With respect to the Class X
Notional
Amount, the initial Notional Amount thereof as of the Closing Date,
as specified
in the Preliminary Statement.
"Other Pooling and Servicing Agreement": Any pooling and
servicing
agreement or other agreement that creates a trust fund whose assets
include any
599 Lexington Avenue Pari Passu Companion Loan, any Skyline
Portfolio Pari Passu
Companion Loan, the Solana Pari Passu Companion Loan, or any
Americold Pool 2
Pari Passu Companion Loan.
"Other Securitization": As defined in Section 11.06.
"Other Servicer": Any servicer under an Other Pooling and
Servicing
Agreement or other agreement related thereto.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Overland Park Trade Center AB Companion Loan": That certain
loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Overland Park Trade
Center
Mortgage Loan.
"Overland Park Trade Center Controlling Holder": The
"Controlling
Holder" as defined in the Overland Park Trade Center Intercreditor
Agreement.
"Overland Park Trade Center Intercreditor Agreement": That
certain Agreement Among Noteholders, dated as of February 1, 2007,
by and
between Nomura Credit & Capital, Inc., as the A Note Holder,
and Nomura
Credit & Capital, Inc., as the B Note Holder. The Overland Park
Trade Center
Intercreditor Agreement relates to the Overland Park Trade Center
Whole Loan.
"Overland Park Trade Center Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
50.
"Overland Park Trade Center Whole Loan": The Overland Park
Trade
Center Mortgage Loan and the Overland Park Trade Center AB
Companion Loan.
"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 applicable Master Servicer or the Co-Trustee, as applicable,
pursuant to
Section 4.03 or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution Date, the close of business on the related
Determination Date.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate,
Class
A-1S Pass-Through Rate, the Class A-2 Pass-Through Rate, Class A-2S
Pass-Through
Rate, Class A-2SFL Pass-Through Rate, Class A-2SFL Regular Interest
Pass-Through
Rate, the Class A-3 Pass-Through Rate, the Class A-3S Pass-Through
Rate, the
Class A-1A Pass-Through Rate, the Class A-M Pass-Through Rate,
Class A-MS
Pass-Through Rate, the Class A-J Pass-Through Rate, the Class A-JFL
Pass-Through
Rate, the Class A-JFL Regular Interest Pass-Through Rate, Class
A-JS
Pass-Through Rate, the Class B Pass-Through Rate, the Class B-S
Pass-Through
Rate, the Class C Pass-Through Rate, the Class C-S Pass-Through
Rate, the Class
D Pass-Through Rate, the Class D-S Pass-Through Rate, the Class E
Pass-Through
Rate, the Class E-S Pass-Through Rate, the Class F Pass-Through
Rate, the Class
F-S Pass-Through Rate, the Class G Pass-Through Rate, the Class G-S
Pass-Through
Rate, the Class H Pass-Through Rate, the Class H-S Pass-Through
Rate, the Class
J Pass-Through Rate, the Class K Pass-Through Rate, the Class L
Pass-Through
Rate, the Class M Pass-Through Rate, the Class N Pass-Through Rate,
the Class P
Pass-Through Rate, the Class NR Pass-Through Rate or the Class X
Pass-Through
Rate.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts
actually
collected thereon (or, in the case of a Companion Loan (or
successor REO Loan
thereto), actually collected on such Companion Loan and allocated
and paid on
such Companion Loan (or successor REO Loan) in accordance with the
related
Intercreditor Agreement) that represent late payment charges or
Default
Interest, other than a Yield Maintenance Charge, and other than any
Excess
Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest is equal to the Denomination of such Certificate divided
by the
Original Certificate Balance or Original Notional Amount, as
applicable, of such
Class of Certificates as of the Closing Date. With respect to a
Class S
Certificate and a Residual Certificate, the percentage interest is
set forth on
the face thereof.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee,
if otherwise qualifying hereunder), regardless whether issued by
the Depositor,
the applicable Master Servicer, the Special Servicer, the Trustee
or any of
their respective Affiliates and having the required ratings, if
any, provided
for in this definition and which shall not be subject to
liquidation prior to
maturity:
(i) direct obligations of, and obligations fully guaranteed as
to timely
payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality
of
the United States of America, the obligations of which are backed
by
the full faith and credit of the United States of America that
mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or
Freddie Mac, other than an unsecured senior debt obligation of
Fannie Mae or Freddie Mac, shall be a Permitted Investment only
if
such investment would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any Class of Certificates (or, insofar as there is
then
outstanding any class of Companion Loan Securities that is then
rated by such Rating Agency, such class of securities) as
evidenced
in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in one (1) year or less after
the
date of issuance and are issued or held by any depository
institution or trust company (including the Trustee) incorporated
or
organized under the laws of the United States of America or any
State thereof and subject to supervision and examination by
federal
or state banking authorities, so long as the commercial paper
or
other short- term debt obligations of such depository institution
or
trust company are rated in the highest rating categories of
each
Rating Agency or such lower rating as would not result in the
downgrading, withdrawal or qualification of the then current
rating
assigned by each Rating Agency to any Class of Certificates (or
insofar as there is then outstanding any class of Companion
Loan
Securities that is then rated by such Rating Agency, such class
of
securities) as evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United
States of America or any state thereof which mature in one (1)
year
or less from the date of acquisition, which debt obligations
are
rated in the highest rating categories of each Rating Agency or
such
other rating as would not result in the downgrading, withdrawal
or
qualification of the then current rating assigned by each
Rating
Agency to any Class of Certificates (or insofar as there is
then
outstanding any class of Companion Loan Securities that is then
rated by such Rating Agency, such class of securities) as
evidenced
in writing; provided, however, that securities issued by any
particular corporation will not be Permitted Investments to the
extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation and
held
in the accounts established hereunder to exceed 10% of the sum
of
the aggregate principal balance and the aggregate principal
amount
of all Permitted Investments in such accounts;
(v) commercial paper (including both non interest bearing
discount obligations and interest bearing obligations) of any
corporation or other entity organized under the laws of the
United
States or any state thereof payable on demand or on a specified
date
maturing in one (1) year or less from the date of acquisition
thereof and which is rated in the highest rating category of
each
Rating Agency or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then
assigned by each Rating Agency to any Class of Certificates (or
insofar as there is then outstanding any class of Companion
Loan
Securities that is then rated by such Rating Agency, such class
of
securities) as evidenced in writing;
(vi) money market funds, rated in the highest rating
categories of each Rating Agency;
(vii) the Wells Fargo Prime Investment Money Market Fund so
long as it is rated by each Rating Agency in its highest money
market fund ratings category (or, if not rated by Moody's, Fitch
or
S&P, otherwise acceptable to Moody's, Fitch or S&P, as
applicable,
as confirmed in writing that such investment would not, in and
of
itself, result in a downgrade, qualification or withdrawal of
the
then current ratings assigned to the Certificates) (or insofar
as
there is then outstanding any class of Companion Loan
Securities
that is then rated by such Rating Agency, such class of
securities);
and
(viii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which
each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then current rating assigned by such Rating Agency to any Class
of
Certificates (or insofar as there is then outstanding any class
of
Companion Loan Securities that is then rated by such Rating
Agency,
such class
of securities) as evidenced in writing and (b) which
qualifies as a "cash flow investment" pursuant to Section
860G(a)(6)
of the Code;
provided, however, that in each case if the investment is rated by
S&P, (a) it
shall not have an "r" highlighter affixed to its rating from
S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change and (c) any such investment that provides for a variable
rate of
interest must have an interest rate that is tied to a single
interest rate index
plus a fixed spread, if any, and move proportionately with such
index; and
provided further, however, that no such instrument shall be a
Permitted
Investment (a) if such instrument evidences principal and interest
payments
derived from obligations underlying such instrument and the
interest payments
with respect to such instrument provide a yield to maturity at the
time of
acquisition of greater than 120% of the yield to maturity at par of
such
underlying obligations or (b) if such instrument may be redeemed at
a price
below the purchase price; and provided, further, however, that no
amount
beneficially owned by the Upper-Tier REMIC, the Middle-Tier REMIC
or the
Lower-Tier REMIC (even if not yet deposited in the Trust) may be
invested in
investments (other than money market funds) treated as equity
interests for
federal income tax purposes, unless the applicable Master Servicer
receives an
Opinion of Counsel, at its own expense, to the effect that such
investment will
not adversely affect the status of the Upper-Tier REMIC,
Middle-Tier REMIC or
the Lower-Tier REMIC. Permitted Investments that are subject to
prepayment or
call may not be purchased at a price in excess of par.
"Permitted Transferee": Any Person or agent thereof who is a
Qualified Institutional Buyer other than a Disqualified
Organization, an
ERISA Prohibited Holder or a Non-U.S. Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"PNC Bank": PNC Bank, National Association and its successors
in
interest and assigns.
"Pool WAC Rate": With respect to any Distribution Date, the
weighted
average of (x) the Group S WAC Rate, and (y) the Group R WAC Rate,
in each case
weighted on the basis of the related Group Subordinate Amount.
"Prepayment Assumption": A "constant prepayment rate" of 0% used
for
determining the accrual of original issue discount and market
discount, if any,
and the amortization premium, if any, on the Certificates for
federal income tax
purposes; provided it is assumed that each Mortgage Loan with an
Anticipated
Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the
following
Determination Date, the amount of interest (net of the related
Servicing Fees
and any Excess Interest), to the extent 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 prepayment from and after such Due Date
and ending
on the date of such prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Determination Date (or,
with respect to
each Mortgage Loan with a Due Date occurring after the related
Determination
Date, the related Due Date) and prior to the following Due Date,
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
such Due Date.
"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.
"Primary Servicing Fee": The monthly fee payable by the
applicable
Master Servicer from the Servicing Fee to each Initial
Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the
Sub-Servicing
Agreement with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of the New York City edition of The Wall Street Journal
(or, if such
section or publication is no longer available, such other
comparable publication
as determined by the Trustee in its reasonable discretion) as may
be in effect
from time to time, or, if the "Prime Rate" no longer exists, such
other
comparable rate (as determined by the Trustee in its reasonable
discretion) as
may be in effect from time to time.
"Principal Distribution Amount": With respect to any
Distribution
Date and any Class of Regular Certificates (other than the Class
A-2SFL and
Class A-JFL Certificates) and the Class A-2SFL and Class A-JFL
Regular
Interests, an amount equal to the sum of (a) the Principal
Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount
for such
Distribution Date and (c) the Unscheduled Principal Distribution
Amount for such
Distribution Date; provided, that the Principal Distribution Amount
for any
Distribution Date shall be reduced by the amount of any
reimbursements of (i)
Nonrecoverable Advances plus interest on such Nonrecoverable
Advances that are
paid or reimbursed from principal collections on the Mortgage Loans
in a period
during which such principal collections would have otherwise been
included in
the Principal Distribution Amount for such Distribution Date and
(ii)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed
from
principal collections on the Mortgage Loans in a period during
which such
principal collections would have otherwise been included in the
Principal
Distribution Amount for such Distribution Date (provided, that, in
the case of
clause (i) and (ii) above, if any of the amounts that were
reimbursed from
principal collections on the Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will increase the Principal
Distribution
Amount for the Distribution Date related to the period in which
such recovery
occurs).
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not 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.
"Principal Shortfall": For any Distribution Date after the
initial
Distribution Date with respect to the Mortgage Loans, the amount,
if any, by
which (a) the related Principal Distribution Amount for the
preceding
Distribution Date, exceeds (b) the aggregate amount distributed in
respect of
principal on the Class A-1, Class A-1S, Class A-2, Class A-2S,
Class A-3, Class
A-3S, Class A-1A, Class A-M, Class A-MS, Class A-J, Class A-JS,
Class B, Class
B-S, Class C, Class C-S, Class D, Class D-S, Class E, Class E-S,
Class F, Class
F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class K,
Class L, Class M,
Class N, Class P and Class NR Certificates and the Class A-2SFL and
Class A-JFL
Regular Interests for such preceding Distribution Date pursuant to
Section
4.01(a) on such preceding Distribution Date. The Principal
Shortfall for the
initial Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of
each
Class of Certificates, each Underwriter, the Initial Purchaser,
each Mortgage
Loan Seller and certain financial market publishers (which
initially shall be
Bloomberg, L.P., Trepp, LLC and Intex Solutions LLC), any Companion
Holder, each
party to this Agreement, the Swap Counterparty, the Directing
Certificateholder,
any designee of the Depositor and any other Person who shall have
provided the
Trustee with a certificate, using the form attached hereto as
Exhibit U, which
form is available from the Trustee, certifying that such Person is
a
Certificateholder, a beneficial owner or a prospective purchaser of
a
Certificate.
"Prospectus": The Prospectus dated March 9, 2007, as supplemented
by
the Prospectus Supplement dated March 26, 2007, relating to the
offering of the
Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18 (a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO Loan)
to
be purchased by a Mortgage Loan Seller pursuant to Section 6 of the
related
Mortgage Loan Purchase Agreement, by the Majority Controlling
Class
Certificateholder, the Special Servicer or the applicable Master
Servicer
pursuant to Section 3.18(b), by the applicable Master Servicer, the
Special
Servicer, the Holders of the Controlling Class or the Holders of
the Class LR
Certificates pursuant to Section 9.01 or to be otherwise sold
pursuant to
Section 3.18(d), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan
(or related REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan (or
the related REO Loan) at the related Mortgage Rate in effect
from
time to time (exclusive of Default Interest and Excess Interest)
to
but not including the Due Date immediately preceding the
Determination Date for the related Distribution Date as to
which
such Purchase Price is included in the Available Distribution
Amount; plus
(iii) all related Servicing Advances that are unreimbursed out
of collections from the Mortgage Loan and accrued and unpaid
interest on related Advances at the Reimbursement Rate, and any
Special Servicing Fees whether paid or then owing allocable to
such
Mortgage Loan and all additional Trust Fund expenses in respect
of
such Mortgage Loan; plus
(iv) if such Mortgage
Loan (or REO Loan) is being purchased by
a Mortgage Loan Seller pursuant to Section 6 of the applicable
Mortgage Loan Purchase Agreement, to the extent not otherwise
included pursuant to clause (iii), all reasonable out-of-pocket
expenses reasonably incurred or to be incurred by the
applicable
Master Servicer, the Special Servicer, the Depositor and the
Trustee
in respect of the Breach or Defect giving rise to the
repurchase
obligation, including any expenses arising out of the enforcement
of
the repurchase obligation, including, without limitation, all
legal
fees and expenses relating to the enforcement of such
repurchase
obligations; plus
(v) Liquidation Fees, if any, payable with respect to such
Mortgage Loan.
With respect to any REO Property to be sold pursuant to Section
3.18(c),
"Purchase Price" shall mean the amount calculated in accordance
with the
preceding sentence in respect of the related REO Loan. With respect
to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that
relates to a
Serviced Whole Loan, the term "REO Loan" shall mean the REO Loan
with respect to
both the related Mortgage Loan and the related Companion
Loan(s).
Notwithstanding the foregoing, with respect to any AB Whole Loan,
the "Purchase
Price" to be paid by the holder of the related Companion Loan shall
be the
"Defaulted Mortgage Loan Purchase Price" specified in the related
Intercreditor
Agreement.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A "qualified institutional
buyer" as defined in Rule 144A under the Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO
Loan
or REO Property, an insurance company or security or bonding
company qualified
to write the related Insurance Policy in the relevant jurisdiction
with an
insurance financial strength rating of at least "A3" by Moody's,
"A-" by S&P and
"A-" by Fitch (or, if not rated by one or two of such Rating
Agencies, then at
least "A-" by two other nationally recognized insurance rating
organizations
(which may include A.M. Best Company or one of the other Rating
Agencies)) and
(ii) with respect to the fidelity bond and errors and omissions
Insurance Policy
required to be maintained pursuant to Section 3.07(c), except as
set forth in
Section 3.07(c), an insurance company that has an insurance
financial strength
rating (in the case of ratings by Moody's) or a claims paying
ability (in the
case of ratings by S&P and Fitch) rated no lower than two
ratings below the
rating assigned to the then highest rated outstanding Certificate,
but in no
event lower than "A3" by Moody's, "A-" by S&P and "A-" by Fitch
(or, if not
rated by one of such Rating Agencies, then at least "A" by two
other nationally
recognized statistical rating organizations (which may include the
other Rating
Agencies)) 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
by such
Rating Agency to any Class of Certificates (or insofar as there is
then
outstanding any class of Companion Loan Securities that is then
rated by such
Rating Agency, such class of securities) as evidenced in writing;
provided,
however, that an insurance carrier shall be deemed to have the
applicable
financial strength or claims-paying ability ratings set forth above
if the
obligations of such insurance carrier under the related insurance
policy are
guaranteed or backed in writing by an entity that has long-term
unsecured debt
obligations that are rated not lower than the ratings set forth
above or
claims-paying ability ratings that are not lower than the ratings
set forth
above.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, whether or not received, 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 and grace period no longer than that of 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 a then current loan-to-value ratio
not higher
than that of the deleted Mortgage Loan as of the Closing Date and a
current
loan-to-value ratio not higher than the then current loan-to-value
ratio of the
deleted Mortgage Loan, in each case using the "value" as determined
using an MAI
appraisal; (vii) comply (except in a manner that would not be
adverse to the
interests of the Certificateholders) 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 report that
indicates no
material 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 a then current debt service coverage ratio of not less
than the
original debt service coverage ratio of the deleted Mortgage Loan
as of the
Closing Date and a current debt service coverage ratio of not less
than the
current debt service coverage ratio of the deleted Mortgage Loan;
(x) constitute
a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the
applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or
an
amortization schedule after the date two years prior to the Rated
Final
Distribution Date; (xii) have comparable prepayment restrictions to
those of the
deleted Mortgage Loan; (xiii) 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 applicable Mortgage Loan
Seller); (xiv) have
been approved by the Directing Certificateholder; (xv) prohibit
defeasance
within two years of the Closing Date; (xvi) not be substituted for
a deleted
Mortgage Loan if it would result in the termination of the REMIC
status of any
of the REMICs established under this Agreement or the imposition of
tax on any
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; (xvii) have an engineering report with respect to the
related Mortgaged
Property that will be delivered as a part of the related Servicing
File, and
(xviii) be current in the payment of all scheduled payments of
principal and
interest then due. In the event that more than one mortgage loan is
substituted
for a deleted Mortgage Loan, then the amounts described in clause
(i) shall be
determined on the basis of aggregate Stated Principal Balances and
each such
proposed Qualified Substitute Mortgage Loan shall individually
satisfy each of
the requirements specified in (ii) through (xviii) except that 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 Rate (net of the Servicing Fee
Rate and the
Trustee Fee Rate) shall be lower than the highest fixed
Pass-Through Rate (and
not subject to a cap equal to the Weighted Average Net Mortgage
Rate) of any
class of Regular Certificates (other than the Class A-2SFL
Certificates and the
Class A-JFL Certificates) or the Class A-2SFL Regular Interest or
the Class
A-JFL Regular Interest having a principal balance then outstanding.
When a
Qualified Substitute Mortgage Loan is substituted for a deleted
Mortgage Loan,
(i) 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 and the Directing Certificateholder
and (ii) such
Qualified Substitute Mortgage Loan shall become part of the same
Loan Group and
Servicing Group as the deleted Mortgage Loan.
"Rated Final Distribution Date": As to each Class of
Certificates, January 15, 2049.
"Rating Agency": Each of Moody's and Fitch, or their successors
in
interest, and, if applicable, any rating agency rating the
Companion Loan
Securities. If neither such rating agency nor any successor remains
in
existence, "Rating Agency" shall be deemed to refer to such
nationally
recognized statistical rating agency or other comparable Person
designated by
the Depositor, notice of which designation shall be given to the
Trustee, the
Special Servicer and the Master Servicers, and specific ratings of
Moody's and
Fitch herein referenced shall be deemed to refer to the equivalent
ratings of
the party so designated.
"Rating Agency Trigger Event": The reduction of the re
