Exhibit 4.1
Pooling and Servicing Agreement
<PAGE>
CWCapital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
CWCapital Asset Management LLC,
as Special Servicer
and
Wells Fargo Bank, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2007
-------------------
$2,419,466,906
COBALT CMBS Commercial Mortgage Trust 2007-C2,
Commercial Mortgage Pass-Through Certificates,
Series 2007-C2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined
Terms................................................
Section 1.02 General
Interpretive Principles..............................
Section 1.03 Certain
Adjustments to the Principal Distributions on the
Certificates................................................
Section 1.04 Certain
Calculations Relating to Mortgage Loans..............
ARTICLE II
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01 Creation
of Trust; Conveyance of Mortgage Loans..............
Section 2.02
Acceptance of Trust Fund by Trustee..........................
Section 2.03
Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties..................
Section 2.04
Representations, Warranties and Covenants of the Depositor...
Section 2.05 Execution
of Certificates; Issuance of Uncertificated
Lower-Tier Interests........................................
Section 2.06 Grantor
Trust Assets.........................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01
Administration of the Mortgage Loans.........................
Section 3.02
Collection of Loan Payments..................................
Section 3.03
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts........................
Section 3.04 Pool
Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account, Excess
Liquidation Proceeds Account, Class Y Sub-Account and
Floating Rate Account.......................................
Section 3.04A Loan Combination Custodial
Account...........................
Section 3.05 Permitted
Withdrawals From the Pool Custodial Account,
the Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Account and the Floating
Rate Account................................................
Section 3.05A Permitted Withdrawals From the Loan Combination
Custodial
Account.....................................................
Section 3.06
Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the
Custodial Accounts, the REO Accounts, the Distribution
Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and the Floating Rate
Account.....................................................
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance..............
Section 3.08
Enforcement of Due-on-Sale and Due on Encumbrance
Provisions..................................................
Section 3.09
Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.............................
Section 3.10 Trustee
and Custodian to Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing
Compensation; Payment of Expenses..................
Section 3.12 Certain
Matters Regarding Servicing Advances.................
Section 3.13 Property
Inspections; Collection of Financial Statements;
Delivery of Certain Reports.................................
Section 3.14 Delivery
of Certain Reports to the Companion Loan
Noteholders.................................................
Section 3.15
Statements to the Companion Loan Noteholders.................
Section 3.16 Access to
Certain Information................................
Section 3.17 Title to
REO Property; REO Accounts..........................
Section 3.18
Management of Serviced REO Property..........................
Section 3.19 Sale of
Mortgage Loans and REO Properties....................
Section 3.20
Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special
Servicer's Right to Request the Master Servicer to Make
Servicing Advances..........................................
Section 3.21
Modifications, Waivers, Amendments and Consents;
Defeasance..................................................
Section 3.22 Transfer
of Servicing Between Master Servicer and Special
Servicer; Record Keeping....................................
Section 3.23
Sub-Servicing Agreements.....................................
Section 3.24
Representations and Warranties of the Master Servicer........
Section 3.25
Representations and Warranties of the Special Servicer.......
Section 3.26 Certain
Matters Regarding the Purchase of the Loan
Combination Trust Mortgage Loans............................
Section 3.27
Application of Default Charges...............................
Section 3.28
Limitations on and Authorizations of the Master Servicer
and Special Servicer with Respect to Specific Mortgage
Loans.......................................................
Section 3.29 The Swap
Agreements..........................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I
Advances.................................................
Section 4.03A P&I Advances on the Loan Combination Trust
Mortgage Loans....
Section 4.04
Allocation of Realized Losses and Additional Trust Fund
Expenses....................................................
Section 4.05 Various
Reinstatement Amounts................................
Section 4.06
Calculations.................................................
Section 4.07 Use of
Agents................................................
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........................................
ARTICLE VI
THE DEPOSITOR, THE
MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING
CLASS REPRESENTATIVE
Section 6.01 Liability
of Depositor, Master Servicer and Special
Servicer....................................................
Section 6.02 Continued
Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer..............
Section 6.03
Limitation on Liability of Depositor, Master Servicer and
Special Servicer............................................
Section 6.04
Resignation of Master Servicer and the Special Servicer......
Section 6.05 Rights of
Depositor, Trustee and Companion Loan
Noteholders in Respect of the Master Servicer and the
Special Servicer............................................
Section 6.06
Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee......................................
Section 6.07
Depositor, Special Servicer and Trustee to Cooperate with
Master Servicer.............................................
Section 6.08
Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer............................................
Section 6.09
Termination and Designation of Special Servicer by the
Controlling Class Representative............................
Section 6.10 Master
Servicer or Special Servicer as Owner of a
Certificate.................................................
Section 6.11 Certain
Powers of the Directing Holder.......................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
Section 7.04 Waiver of
Events of Default..................................
Section 7.05
Additional Remedies of Trustee Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain
Matters Affecting Trustee............................
Section 8.03 Trustee
Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans..............................
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Fees and
Expenses of Trustee; Indemnification of and by
Trustee.....................................................
Section 8.06
Eligibility Requirements for Trustee.........................
Section 8.07
Resignation and Removal of Trustee...........................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or
Consolidation of Trustee...........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11
Appointment of Custodians....................................
Section 8.12
Appointment of Authenticating Agents.........................
Section 8.13
Appointment of Tax Administrators............................
Section 8.14 Access to
Certain Information................................
Section 8.15
[Reserved.]..................................................
Section 8.16
Representations and Warranties of 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 TAX PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Grantor Trust
Administration.................................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness........................
Section 11.02 Succession;
Subcontractors...................................
Section 11.03 Filing
Obligations...........................................
Section 11.04 Form 10-D
Filings............................................
Section 11.05 Form 10-K
Filings............................................
Section 11.06 Sarbanes-Oxley
Certification.................................
Section 11.07 Form 8-K
Filings.............................................
Section 11.08 Form 15
Filing...............................................
Section 11.09 Annual Compliance
Statements.................................
Section 11.10 Annual Reports on Assessment of Compliance with
Servicing
Criteria....................................................
Section 11.11 Annual Independent Public Accountants' Servicing
Report......
Section 11.12
Indemnification..............................................
Section 11.13
Amendments...................................................
Section 11.14 Regulation AB
Notices........................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment....................................................
Section 12.02 Recordation of Agreement;
Counterparts.......................
Section 12.03 Limitation on Rights of Certificateholders and
Companion
Loan Noteholders............................................
Section 12.04 Governing Law; Consent to
Jurisdiction.......................
Section 12.05
Notices......................................................
Section 12.06 Severability of
Provisions...................................
Section 12.07 Grant of a Security
Interest.................................
Section 12.08 Streit
Act...................................................
Section 12.09 Successors and Assigns;
Beneficiaries........................
Section 12.10 Article and Section
Headings.................................
Section 12.11 Notices to Rating
Agencies...................................
Section 12.12 Global
Opinions..............................................
Section 12.13 Complete
Agreement...........................................
<PAGE>
SCHEDULES AND EXHIBITS
Schedule No. Schedule
Description
I
Mortgage Loan Schedule
II
Schedule of Exceptions to Mortgage File Delivery
III
Environmentally Insured Mortgage Loans
IV
Schedule of Initial Directing Holder for Each Loan Combination
V
Supplemental Servicer Schedule
VI
Primary Serviced Mortgage Loans
VII
Reserved
Exhibit No.
Exhibit
Description
A-1
Form of
Class A-1, A-2, A-AB, A-3, A-1A, A-MFX and A-JFX
Certificates
A-2
Form of
Class X Certificates
A-2A
Form of
Class A-MFL and Class A-JFL Certificates
A-3
Form of
Class B, C, and D
Certificates
A-4
Form of
Class E, J, K, L, M, N, O, P, Q and S Certificates
A-5
Form of
Class F, G and H Certificates
A-6
Form of
Class R-I and R-II Certificates
A-7
Form of
Class Y Certificate
B
Form
of Distribution Date Statement
C
Form
of Custodial Certification
D-1
Form of
Master Servicer Request for Release
D-2
Form of
Special Servicer Request for Release
E
Form
of Mortgage Loan Payoff Notification Report
F-1
Form of
Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of
Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B
Form II of
Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C
Form of
Transferee Certificate for Transfers of Interests in
Rule 144A
Global Certificates
F-2D
Form of
Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G
Form
I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
H-1
Form of
Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of
Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and
Acknowledgment
I-2
Form of
Acknowledgment of Proposed Special Servicer
J
Reserved
K
Sub-Servicers in respect of which Sub-Servicing Agreements are
in
effect or being negotiated as of the Closing Date
L
Reserved
M
Form
of Sarbanes-Oxley Certification
N-1
Form of
Certification to be Provided to Depositor by the Trustee
N-2
Form of
Certification to be Provided to Depositor by the Master
Servicer
N-3
Form of
Certification to be Provided to Depositor by the Special
Servicer
O
Servicing Criteria to be Addressed in Assessment of Compliance
P
Additional Form 10-D Disclosure
Q
Additional Form
10-K Disclosure
R
Form
8-K Disclosure
S
Form
of Additional Disclosure Information
T
Servicing and Sub-Servicing Agreements
U
Reserved
V
Tenants-In-Common Transfer Compliance
W
Form
of Officer's Certificate - Tenants in Common
<PAGE>
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of April 1, 2007, among CWCAPITAL COMMERCIAL FUNDING
CORP., as
Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
CWCAPITAL
ASSET MANAGEMENT LLC, as Special Servicer, and Wells Fargo Bank,
N.A., as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate
will evidence
the entire beneficial ownership interest in the Trust Fund.
CERTIFICATES
Original Class
Approx. Principal
Balance
Initial
(or Notional
Class
Pass-Through Rate
Amount)
Original Rating
Designation
(per annum) at Initial
Issuance
Fitch/Moody's(1)
----------------- ------------------- ---------------------
------------------
Class A-1
5.0640%
$37,530,000
AAA/Aaa
Class A-2
5.3340%
$241,084,000
AAA/Aaa
Class A-AB
5.4160%
$71,881,000
AAA/Aaa
Class A-3
5.4840%
$857,504,000
AAA/Aaa
Class A-1A
5.4770%
$485,627,000
AAA/Aaa
Class A-MFX
5.5260%
$221,947,000
AAA/Aaa
Class A-JFX
5.5680%
$102,630,000
AAA/Aaa
Class B
5.6170%
$21,171,000
AA+/Aa1
Class C
5.6460%
$27,219,000
AA/Aa2
Class D
5.6860%
$21,170,000
AA-/Aa3
Class E
5.7160%
$15,122,000
A+/A1
Class F
5.7360%
$18,146,000
A/A2
Class A-MFL
LIBOR + 0.23%
$20,000,000
AAA/Aaa
Class A-JFL
LIBOR + 0.27%
$100,000,000
AAA/Aaa
Class G
5.7560%
$30,243,000
A/A3
Class H
5.7716%
$24,195,000
BBB+/Baa1
Class J
5.7716%
$24,194,000
BBB/Baa2
Class K
5.7716%
$30,244,000
BBB-/Baa3
Class L
5.1400%
$12,097,000
BB+/Ba1
Class M
5.1400% $
3,024,000
BB/Ba2
Class N
5.1400% $
9,073,000
BB-/Ba3
Class O
5.1400% $
6,049,000
B+/B1
Class P
5.1400% $
3,024,000
B/B2
Class Q
5.1400% $
6,049,000
B-/B3
Class S
5.1400%
$30,243,905
N/R
Class X
0.2935%(2)
$2,419,466,906(3)
AAA/Aaa
Class Y(5)
N/A
N/A
NR/NR
Class R-I
N/A(4)
N/A(4)
NR/NR
Class R-II
N/A(4)
N/A(4)
NR/NR
---------------
(1) "NR"
indicates that the Class of Certificates has not been rated by
the
applicable
Rating Agency.
(2) The
Pass-Through Rate for the Class X Certificates will be a variable
rate
per annum
as set forth herein.
(3) The Class X
Certificates will not have a Class Principal Balance and will
not
entitle their Holders to receive distributions of principal. The
Class
X
Certificates will have a Notional Amount as set forth herein.
(4) The Class
R-I Certificates and Class R-II Certificates do not have a
Class
Principal
Balance or Notional Amount, do not bear interest and will not
be
entitled
to distributions of Net Prepayment Consideration. Any Available
Distribution Amount remaining in the Lower-Tier Distribution
Account after
distributing the Lower-Tier Distribution Amount and Net
Prepayment
Consideration shall be distributed to the Holders of the Class
R-I
Certificates (but only to the extent of the Available Distribution
Amount
for such
Distribution Date, if any, remaining in the Lower-Tier
Distribution Account). 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-II Certificates.
(5) The Class Y
Certificates do not have a Class Principal Balance or Notional
Amount, do
not bear interest and will only be entitled to receive Post-ARD
Additional
Interest with respect to the ARD Loan as set forth herein.
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the Mortgage Loans and certain
other related
assets subject to this Agreement as a REMIC for federal income tax
purposes, and
such segregated pool of assets will be designated as the
"Lower-Tier REMIC." The
Class R-I Certificates will represent the sole class of "residual
interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under
federal income
tax law.
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of the Uncertificated Lower-Tier
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as the "Upper-Tier REMIC." The Class R-II Certificates
will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for
purposes of
the REMIC Provisions under federal income tax law. For federal
income tax
purposes, each Class of the Regular Interest Certificates (other
than the Class
A-MFL and Class A-JFL Certificates) and the Class A-MFL REMIC II
Regular
Interest and Class A-JFL REMIC II Regular Interest will be
designated as a
separate "regular interest" in the Upper-Tier REMIC for purposes of
the REMIC
Provisions under federal income tax law.
The Class A-MFL REMIC II Regular Interest, the related Swap
Agreement and the related sub-account of the Floating Rate Account
shall not be
assets of any REMIC but shall be treated as assets of a grantor
trust under
subpart E, Part I of subchapter J of the Code. The Class A-MFL
Certificates will
represent undivided beneficial interests in the Class A-MFL REMIC
II Regular
Interest, the related Swap Agreement and the related amounts in
Floating Rate
Account.
The Class A-JFL REMIC II Regular Interest, the related Swap
Agreement and the related sub-account of the Floating Rate Account
shall not be
assets of any REMIC but shall be treated as assets of a grantor
trust under
subpart E, Part I of subchapter J of the Code. The Class A-JFL
Certificates will
represent undivided beneficial interests in the Class A-JFL REMIC
II Regular
Interest, the related Swap Agreement and the related amounts in
Floating Rate
Account.
The Class Y Certificates shall not be an interest in any REMIC.
The
Class Y Certificates shall represent undivided beneficial interests
in the
portion of the Grantor Trust representing the Post-ARD Additional
Interest and
the Class Y Sub-Account.
The following table sets forth the Class or Component
designation,
the corresponding Uncertificated Lower-Tier Interest (the
"Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components
of the Class
X Certificates (the "Corresponding Components"), if any, and the
Original Class
Principal Balance for each Class of Principal Balance Certificates
(other than
the Class A-MFL and Class A-JFL Certificates) or the Class A-MFL
REMIC II
Regular Interest and Class A-JFL REMIC II Regular Interest (the
"Corresponding
Certificates").
Corresponding Original
Corresponding
Original Class
Uncertificated Lower-Tier
Components
of
Corresponding
Principal
Lower-Tier
Principal
Class X
Certificates
Balance
Interests(1)
Amount
Certificates
--------------- --------------- ---------------- --------------
---------------
Class A-1
$37,530,000
LA-1
$37,530,000
X-A-1
Class A-2
$241,084,000 LA-2
$241,084,000 X-A-2
Class A-AB
$71,881,000
LA-AB
$71,881,000
X-A-AB
Class A-3
$857,504,000 LA-3
$857,504,000 X-A-3
Class A-1A
$485,627,000
LA-1A
$485,627,000 X-A-1A
Class A-MFX
$221,947,000 LA-MFX
$221,947,000 X-A-MFX
Class A-MFL
REMIC II
Regular
Interest
$20,000,000
LA-MFL
$20,000,000
X-A-MFL
Class A-JFX
$102,630,000 LA-JFX
$102,630,000 X-A-JFX
Class A-JFL
REMIC II
Regular
Interest
$100,000,000 LA-JFL
$100,000,000 X-AJFL
Class B
$21,171,000
LB
$21,171,000
X-B
Class C
$27,219,000
LC
$27,219,000
X-C
Class D
$21,170,000
LD
$21,170,000
X-D
Class E
$15,122,000
LE
$15,122,000
X-E
Class F
$18,146,000
LF
$18,146,000
X-F
Class G
$30,243,000
LG
$30,243,000
X-G
Class H
$24,195,000
LH
$24,195,000
X-H
Class J
$24,194,000
LJ
$24,194,000
X-J
Class K
$30,244,000
LK
$30,244,000
X-K
Class L
$12,097,000
LL
$12,097,000
X-L
Class M
$ 3,024,000
LM
$ 3,024,000
X-M
Class N
$ 9,073,000
LN
$
9,073,000
X-N
Class O
$ 6,049,000
LO
$ 6,049,000
X-O
Class P
$ 3,024,000
LP
$ 3,024,000
X-P
Class Q
$ 6,049,000
LQ
$ 6,049,000
X-Q
Class S
$30,243,905
LS
$30,243,905
X-S
---------------
(1) The
Uncertificated Lower-Tier Interest and the Component of the Class
X
Certificates that correspond to any particular Class of Principal
Balance
Certificates (other than the Class A-MFL and Class A-JFL
Certificates) or
the Class
A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular
Interest
also correspond to each other and, accordingly, constitute the
"Corresponding Uncertificated Lower-Tier Interest" and the
"Corresponding
Component," respectively, with respect to each other.
The initial aggregate principal balance of the Uncertificated
Lower-Tier Interests will be $2,419,466,906.
The portion of the Trust Fund consisting of the Post-ARD
Additional
Interest, the Class A-MFL REMIC II Regular Interest, Class A-JFL
REMIC II
Regular Interest, the Swap Agreements and the Floating Rate Account
and related
amounts shall be treated as a grantor trust for federal income tax
purposes (the
"Grantor Trust"). As provided herein, the Trustee shall take all
actions
necessary to ensure that the portion of the Trust Fund consisting
of the Grantor
Trust Assets maintains its status as a "grantor trust" under
federal income tax
law and not be treated as part of the Lower Tier REMIC or the Upper
Tier REMIC.
The (i) Class Y Certificates, (ii) the Class A-MFL Certificates and
(iii) Class
A-JFL Certificates represent undivided beneficial interests in the
portion of
the Grantor Trust representing (i) the Post-ARD Additional Interest
and the
Class Y Sub-Account, (ii) the Class A-MFL REMIC II Regular
Interest, the related
Swap Agreement and the related sub-account of the Floating Rate
Account and
(iii) the Class A-JFL REMIC II Regular Interest, the related Swap
Agreement and
the related sub-account of the Floating Rate Account as described
herein.
There are five Mortgage Loans included in the Trust Fund (as
identified in the table below) that are each part of a split loan
structure, and
are each secured by the same Mortgage that also secures another
mortgage loan or
loans in that split loan structure.
Each split loan structure, including all of the related notes
that
are secured by the same Mortgage, is referred to herein as a "Loan
Combination."
Each Loan Combination consists of (1) one or more "Loan Combination
Trust
Mortgage Loans," which is the portion of the Loan Combination that
is included
as an asset of the Trust Fund and (2) one or more "Companion
Loans," which is
the portion of the Loan Combination that is not included as an
asset of the
Trust Fund. Each Companion Loan may be classified as either (1) a
"Pari Passu
Companion Loan," which is a Companion Loan that is pari passu in
right of
payment with the related Loan Combination Trust Mortgage Loan in
the same Loan
Combination or (2) a "Subordinate Companion Loan," which is a
Companion Loan
that is subordinate in right of payment to the related Loan
Combination Trust
Mortgage Loan in the same Loan Combination. A Loan Combination may
contain both
Pari Passu Companion Loans and Subordinate Companion Loans. The
term "Mortgage
Loan" as used in this Agreement will include the Loan Combination
Trust Mortgage
Loans.
The following table identifies the Loan Combinations and their
related Loan Combination Trust Mortgage Loans and Companion
Loans:
<TABLE>
<CAPTION>
Trust
Mortgage
Loan as a %
Mortgage of Initial
Aggregate Loan
Junior
Companion Pari
Loan
Mortgage
Combination Companion Loan
Passu Loan
Mortgage Loan
Balance(1)
Pool Balance Balance(1)
Balance
Balance(1)
--------------------------------- ------------ ------------ ---------------
---------------
--------------
<S>
<C>
<C>
<C>
<C>
<C>
Peter Cooper Village &
Stuyvesant
Town ............. $250,000,000
10.2%
$3,000,000,000
N/A
$2,750,000,000(3)
Ala Moana Portfolio ............. $100,000,000
4.1%
$1,500,000,000
$300,000,000(2)
$1,100,000,000(4)
Palisades Village Center ........ $29,200,000
1.2%
$32,850,000
$3,650,000
N/A
Yolo County General
Services
Building - .........
Woodland,
CA ................ $10,332,000
0.4%
$13,195,491
$2,863,491
N/A
475 Bedford Street .............. $7,665,000
0.3%
$8,010,000
$345,000
N/A
<CAPTION>
Controlling
Pooling & Initial
Initial
Servicing
Master
Special
Mortgage Loan
Agreement(7) Servicer Servicer
--------------------------------- --------------
--------
--------
<S>
<C>
<C>
<C>
Peter Cooper Village &
Stuyvesant
Town ............. WBCMT 2007-C30
Wachovia
CWCAM(5)
Ala Moana Portfolio ............. CD 2006-CD3
Wachovia
JER(6)
COBALT CMBS
Palisades Village Center ........
2007-C2
Wachovia
CWCAM
Yolo County General
Services
Building - ......... COBALT CMBS
Woodland,
CA ................
2007-C2
Wachovia
CWCAM
COBALT CMBS
475 Bedford Street ..............
2007-C2
Wachovia
CWCAM
</TABLE>
-----------------
(1) Based on
cut-off date loan balances.
(2) Comprised of
fourteen subordinate mortgage loans.
(3) Comprised of
five non-trust pari passu mortgage loans.
(4) Comprised of
seven non-trust pari passu mortgage loans.
(5) CWCapital
Asset Management LLC.
(6) J.E. Robert
Company, Inc.
(7) The Ala
Moana Portfolio split loan will be serviced under the CD
2006-CD3
PSA
entered into in connection with the issuance of the Deutsche
Mortgage
&
Asset Receiving Corporation, as depositor, CD 2006-CD3
Commercial
Mortgage
Pass-Through Certificates. The Peter Cooper Village &
Stuyvesant
Town split
loan will be serviced under the WBCMT 2007-C30 pooling and
servicing
agreement entered into in connection with the issuance of the
Wachovia
Commercial Mortgage Securities, Inc., as depositor, Commercial
Mortgage
Pass-Through Certificates, Series 2007-C30.
Ala Moana Portfolio. The Loan Combination secured by a Mortgage
on
the property known as Ala Moana Portfolio (the "Ala Moana Portfolio
Loan
Combination"), consists of multiple loans:
(a) One Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $100,000,000 as of the date hereof (the "Ala
Moana Portfolio
Trust Loan");
(b) Seven Pari Passu Companion Loans in the outstanding
principal
amount of $1,100,000,000 as of the date hereof (the "Ala Moana
Portfolio Pari
Passu Companion Loans" and, together with the Ala Moana Portfolio
Trust Loan,
the "Ala Moana Portfolio Senior Loans"); and
(c) Fourteen Subordinate Companion Loans in the outstanding
principal amount of $300,000,000 as of the date hereof (the "Ala
Moana Portfolio
Subordinate Companion Loans."
Peter Cooper Village & Stuyvesant Town. The Loan Combination
secured
by a Mortgage on the property known as Peter Cooper Village &
Stuyvesant Town
(the "Peter Cooper Village & Stuyvesant Town Loan
Combination"), consists of six
Loans:
(a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $250,000,000 as of the date hereof (the "Peter
Cooper
Village & Stuyvesant Town Trust Loan"); and
(b) five Pari Passu Companion Loans in the outstanding
principal
amount of $2,750,000,000 as of the date hereof (the "Peter Cooper
Village &
Stuyvesant Town Pari Passu Companion Loans" and, together with the
Peter Cooper
Village & Stuyvesant Town Trust Loan, the "Peter Cooper Village
& Stuyvesant
Town Senior Loans").
Palisades Village Center. The Loan Combination secured by a
Mortgage
on the property known as Palisades Village Center (the "Palisades
Village Center
Loan Combination"), consists of two Loans:
(a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $29,200,000 as of the date hereof (the
"Palisades Village
Center Trust Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $3,650,000 as of the date hereof (the "Palisades Village
Center
Subordinate Companion Loan").
Yolo County General Services Building - Woodland, CA. The Loan
Combination secured by a Mortgage on the property known as Yolo
County General
Services Building - Woodland, CA (the "Yolo County General Services
Building -
Woodland, CA Loan Combination"), consists of three Loans:
(a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $10,332,000 as of the date hereof (the "Yolo
County General
Services Building - Woodland, CA Trust Loan"); and
(b) two Subordinate Companion Loans in the aggregate
outstanding
principal amount of $2,863,491 as of the date hereof (the "Yolo
County General
Services Building - Woodland, CA Subordinate Companion Loans").
475 Bedford Street. The Loan Combination secured by a Mortgage
on
the property known as 475 Bedford Street (the "475 Bedford Street
Loan
Combination"), consists of two Loans:
(a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $7,665,000 as of the date hereof (the "475
Bedford Street
Trust Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of $345,000 as of the date hereof (the "475 Bedford Street
Subordinate
Companion Loan").
The relative rights of each holder of a Loan Combination Trust
Mortgage Loan and the related Companion Loans are set forth in a
co-lender or
other similar agreement (each a "Co-Lender Agreement") among the
holders of each
of the Loans in the Loan Combination. Pursuant to each Co-Lender
Agreement, (i)
the Palisades Village Center, Yolo County General Services Building
- Woodland,
CA and 475 Bedford Loan Combinations (the "Serviced Loan
Combinations") are to
be serviced and administered under this Agreement and (ii) the
Peter Cooper
Village & Stuyvesant Town and Ala Moana Portfolio Loan
Combinations (the
"Non-Serviced Loan Combinations") are to be serviced and
administered in
accordance with an applicable pooling and servicing agreement
(each, a "Lead
PSA") by an applicable master servicer and special servicer under
the related
Lead PSA.
The Peter Cooper Village & Stuyvesant Town Loan
Combination,
including the Peter Cooper Village & Stuyvesant Town Trust
Loan, will be
serviced and administered in accordance with the pooling and
servicing agreement
(the "WBCMT 2007-C30 PSA") dated May 1, 2006, by and among Wachovia
Commercial
Mortgage Securities, Inc., as depositor (the "WBCMT 2007-C30
Depositor"),
Wachovia Bank, National Association, as master servicer (the "WBCMT
2007-C30
Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the
"WBCMT 2007-C30 Special Servicer"), Wells Fargo Bank, N.A., as
trustee (the
"WBCMT 2007-C30 Trustee") and U.S. Bank National Association, as
co-trustee,
pursuant to which Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage
Pass-Through Certificates, Series 2007-C30 were issued.
The Ala Moana Portfolio Loan Combination, including the Ala
Moana
Portfolio Trust Loan, will be serviced and administered in
accordance with the
pooling and servicing agreement (the "CD 2006-CD3 PSA") dated
October 1, 2006,
by and among Deutsche Mortgage & Asset Receiving Corporation,
as depositor (the
"CD 2006-CD3 Depositor"), Capmark Finance Inc., as master servicer,
Wachovia
Bank, National Association, as master servicer (the "CD 2006-CD3
Master
Servicer"), J.E. Robert Company Inc., as special servicer (the "CD
2006-CD3
Special Servicer") and LaSalle Bank National Association, as
trustee (the "CD
2006-CD3 Trustee"), pursuant to which CD 2006-CD3 Commercial
Mortgage Trust, CD
2006-CD3 Commercial Mortgage Pass-Through Certificates were
issued.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee hereby
agree, in each case, as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"475 Bedford Street Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.
"475 Bedford Street Subordinate Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"475 Bedford Street Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.
"Affiliate" means, 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.
"Acceptable Insurance Default" shall mean, with respect to any
Serviced Loan, any default under the related Loan documents
resulting from (a)
the exclusion of acts of terrorism from coverage under the related
all risk
casualty insurance policy maintained on the subject Mortgaged
Property and (b)
the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but only if the Special Servicer has determined,
in
accordance with the Servicing Standard, that either (i) such
insurance is not
available at commercially reasonable rates and the subject hazards
are not
commonly insured against by prudent owners of similar real
properties in similar
locales (but only by reference to such insurance that has been
obtained by such
owners at current market rates), or (ii) such insurance is not
available at any
rate. Subject to the Servicing Standard, in making any of the
determinations
required in subclause (i) or (ii) of this definition, the Special
Servicer shall
be entitled to rely on the opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued
from
time to time with respect to any Class of Regular Interest
Certificates and the
Class A-MFL REMIC II Regular Interest and Class A-JFL REMIC II
Regular Interest,
the amount of which interest shall equal: (a) in the case of any
Class of
Principal Balance Certificates for any Interest Accrual Period,
interest accrued
at the Pass-Through Rate applicable to such Class of Certificates
or the Class
A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular
Interest, as
applicable, for such Interest Accrual Period, on the Class
Principal Balance of
such Class outstanding immediately prior to the related
Distribution Date; and
(b) in the case of the Class X Certificates for any Interest
Accrual Period, the
sum of the Accrued Component Interest for all of the Components of
such Class
for such Distribution Date. The Accrued Certificate Interest for
each such Class
(other than the Class A-MFL and Class A-JFL Certificates) shall be
calculated on
the basis of a 360 day year composed of twelve 30 day months. The
Accrued
Certificate Interest for the Class A-MFL and Class A-JFL
Certificates for any
Distribution Date, for so long as the related Swap Agreement is in
effect and no
Swap Default exists, shall be calculated on the basis of the actual
number of
days in that Interest Accrual Period and the assumption that each
year consists
of 360 days, except that, if the related Swap Agreement is
terminated and not
replaced or if there exists a continuing payment default by the
respective Swap
Counterparty under such Swap Agreement, then the calculation with
respect to the
Class A-MFL or Class A-JFL Certificates, as applicable, will be on
the same
basis as the Class A-MFL REMIC II Regular Interest or Class A-JFL
REMIC II
Regular Interest, respectively.
"Accrued Component Interest" shall mean, with respect to each
Component of the Class X Certificates for any Distribution Date,
one twelfth of
the product of (i) the Class X Strip Rate applicable to such
Component for such
Distribution Date, and (ii) the Component Notional Amount of such
Component
outstanding immediately prior to such Distribution Date.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property is considered to be acquired
by the Trust
Fund within the meaning of Treasury Regulations Section
1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the
owner of such
REO Property for federal income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated
on
the basis of the actual number of days elapsed during any interest
accrual
period in a year assumed to consist of 360 days.
"Additional Disclosure Notification" shall mean the form of
notification to be included with any Additional Form 10-D
Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is
attached hereto
as Exhibit S.
"Additional Form 10-D Disclosure" has the meaning set forth in
Section 11.04.
"Additional Form 10-K Disclosure" has the meaning set forth in
Section 11.05.
"Additional Information" shall have the meaning assigned thereto
in
Section 4.02(a).
"Additional Interest Rate" shall mean, with respect to any ARD
Loan
after its Anticipated Repayment Date, the incremental increase in
the Mortgage
Rate for such Mortgage Loan resulting from the passage of such
Anticipated
Repayment Date.
"Additional Principal Distribution Amount" shall mean, with
respect
to any Distribution Date, the aggregate of the Recovered Amounts
included in,
and added to the Principal Distribution Amount for such
Distribution Date for
purposes of calculating, the Adjusted Principal Distribution Amount
for such
Distribution Date, pursuant to Section 1.03(c).
"Additional Servicer" shall mean each Affiliate of the Master
Servicer that Services any of the Mortgage Loans and each Person
who is not an
Affiliate of the Master Servicer, other than the Special Servicer
or the
Trustee, who Services 10% or more of the Mortgage Loans by unpaid
balance
calculated in accordance with the provisions of Regulation AB.
"Additional Trust Fund Expense" shall mean any expense incurred
with
respect to the Trust Fund (excluding any Unliquidated Advance) and
not otherwise
included in the calculation of a Realized Loss that would result in
the Holders
of Regular Interest Certificates (or in the case of the Class A-MFL
and Class
A-JFL Certificates, through the Class A-MFL REMIC II Regular
Interest and the
Class A-JFL REMIC II Regular Interest, as applicable) receiving
less than the
full amount of principal and/or Distributable Certificate Interest
to which they
are entitled on any Distribution Date. Amounts paid as Additional
Trust Fund
Expenses shall be paid out of funds on deposit in the Custodial
Account or the
Distribution Account.
"Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution
Amount for such
Distribution Date, plus all amounts added to such Principal
Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all
amounts
subtracted from such Principal Distribution Amount pursuant to
Section 1.03(b)
for such Distribution Date.
"Administrative Cost Rate" shall mean, with respect to each
Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), the
rate per
annum specified as the "Administrative Cost Rate" on the Mortgage
Loan Schedule,
which, for each such other Mortgage Loan (or successor REO Mortgage
Loan) is
equal to the sum of the related Master Servicing Fee Rate and the
Trustee Fee
Rate and, in the case of a Non-Serviced Trust Loan, the "servicing
fee rate"
payable to the applicable Lead Master Servicer under the applicable
Lead PSA.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall have the meaning assigned
thereto in Section 10.02(e).
"Adverse Rating Event" shall mean, (i) when used with respect to
any
Class of Certificates, as of any date of determination, the
qualification,
downgrade or withdrawal of any rating then assigned to such Class
of
Certificates by any Rating Agency and (ii) when used with respect
to any
Companion Loan Securities, as of any date of determination the
qualification,
downgrade or withdrawal of any rating then assigned by any Rating
Agency to such
Companion Loan Securities (but only if such Companion Loan
Securities were
issued in connection with the inclusion of a Serviced Pari Passu
Companion Loan
into a trust as part of a securitization).
"Adverse REMIC Event" shall have the meaning assigned thereto
in
Section 10.01(i).
"Affiliate" shall mean, with respect to any specified Person,
any
other Person controlling or controlled by or under common control
with such
specified Person. For the purposes of this definition, "control,"
when used with
respect to any specified Person, means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise, and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement,
together with all amendments hereof and supplements hereto.
"Ala Moana Portfolio Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.
"Ala Moana Portfolio Pari Passu Companion Loans" shall have the
meaning assigned thereto in the Preliminary Statement.
"Ala Moana Portfolio Trust Loan" shall have the meaning
assigned
thereto in the Preliminary Statement.
"Ala Moana Portfolio Senior Loans" shall have the meaning
assigned
thereto in the Preliminary Statement.
"Ala Moana Portfolio Subordinate Companion Loans" shall have
the
meaning assigned thereto in the Preliminary Statement.
"Anticipated Repayment Date" shall mean, with respect to any
ARD
Loan, the date specified in the related Mortgage Note after which
the Mortgage
Rate for any ARD Loan will increase as specified in the related
Mortgage Note.
"Appraisal" shall mean an appraisal or update thereof prepared by
an
Independent Appraiser.
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount calculated by the Master
Servicer and
reviewed by the Special Servicer (calculated initially as of the
Determination
Date immediately following the later of the date on which the
subject Mortgage
Loan or Loan Combination became a Required Appraisal Loan and the
date on which
the applicable Required Appraisal was obtained) equal to the
excess, if any, of:
(a) the sum of, without duplication, (i) the Stated Principal
Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer or the Trustee, all unpaid interest
on such
Required Appraisal Loan through the most recent Due Date prior to
the date of
calculation (exclusive of any portion thereof that represents
Default Interest),
(iii) all accrued and unpaid Special Servicing Fees, Liquidation
Fees and
Workout Fees in respect of such Required Appraisal Loan, (iv) all
related
unreimbursed Advances (which shall include, without duplication,
(1) any
Advances as to which the advancing party was reimbursed from a
source other than
the related Mortgagor and (2) any Unliquidated Advances) made by or
on behalf of
(plus all accrued interest on such Advances payable to) the Master
Servicer, the
Special Servicer and/or the Trustee with respect to such Required
Appraisal
Loan, (v) any other unpaid Additional Trust Fund Expenses in
respect of such
Required Appraisal Loan, and (vi) all currently due and unpaid real
estate taxes
and assessments, insurance premiums and, if applicable, ground
rents, and any
unfunded improvement or other applicable reserves, in respect of
the related
Mortgaged Property or REO Property, as the case may be (in each
case, net of any
amounts escrowed with the Master Servicer or the Special Servicer
for such
items); over (b) the Required Appraisal Value. Notwithstanding the
foregoing, if
(i) any Mortgage Loan or Loan Combination becomes a Required
Appraisal Loan,
(ii) either (A) no Required Appraisal or update thereof has been
obtained or
conducted, as applicable, in accordance with Section 3.09(a), with
respect to
the related Mortgaged Property during the 12-month period prior to
the date such
Mortgage Loan or Loan Combination became a Required Appraisal Loan
or (B) there
shall have occurred since the date of the most recent Required
Appraisal or
update thereof a material change in the circumstances surrounding
the related
Mortgaged Property that would, in the Special Servicer's reasonable
judgment,
materially affect the value of the related Mortgaged Property, and
(iii) no new
Required Appraisal is obtained or conducted, as applicable, in
accordance with
Section 3.09(a), within sixty (60) days after such Mortgage Loan or
Loan
Combination became a Required Appraisal Loan, then (x) until such
new Required
Appraisal is obtained or conducted, as applicable, in accordance
with Section
3.09(a), the Appraisal Reduction Amount shall equal 25% of the
Stated Principal
Balance of such Required Appraisal Loan, and (y) upon receipt or
performance, as
applicable, in accordance with Section 3.09(a), of such Required
Appraisal or
update thereof by the Special Servicer, the Appraisal Reduction
Amount for such
Required Appraisal Loan shall be recalculated in accordance with
the preceding
sentence of this definition. For purposes of this definition, each
Required
Appraisal Loan that is part of a Cross-Collateralized Group shall
be treated
separately for the purposes of calculating any Appraisal Reduction
Amount.
Notwithstanding the foregoing, Appraisal Reduction Amount shall
mean, with
respect to a Non-Serviced Trust Loan, any comparable amount
calculated by the
applicable Lead Special Servicer or Lead Master Servicer, as
applicable, with
respect to the related Loan Combination and allocated to such
Non-Serviced Trust
Loan, in accordance with and pursuant to the terms of the related
Lead PSA.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof based upon
the most recent
appraisal or update thereof prepared by an Independent Appraiser
that is
contained in the related Servicing File or, in the case of any such
property
with or that had, as the case may be, an allocated loan amount of,
or securing a
Mortgage Loan or relating to an REO Loan, as the case may be, with
a Stated
Principal Balance of, less than $2,000,000, either (a) the most
recent appraisal
or update thereof that is contained in the related Servicing File
or (b) the
most recent "desktop" value estimate performed by the Special
Servicer that is
contained in the related Servicing File or with respect to any
Non-Serviced
Trust Loan, the appraisal value as calculated pursuant to the
related Lead PSA.
"Artesia"
shall mean Artesia Mortgage Capital Corporation, or its
successor in interest.
"Artesia Mortgage Loan Purchase Agreement" shall mean that
certain
mortgage loan purchase agreement, dated April 1, 2007, between the
Depositor and
Artesia, and relating to the transfer of the Artesia Mortgage Loans
to the
Depositor.
"Artesia Mortgage Loans" shall mean each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Artesia
Mortgage Loan
Purchase Agreement.
"ARD Loan" shall mean any Mortgage Loan (or any successor REO
Loan
with respect thereto) that provides that if the unamortized
principal balance
thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan (or
successor REO Loan) will accrue additional interest at the rate
specified in the
related Mortgage Note and the related Mortgagor is required to
apply certain
excess monthly cash flow generated by the related Mortgaged
Property to the
repayment of the outstanding principal balance of such Mortgage
Loan.
"Assignment of Leases" shall mean, with respect to any
Mortgaged
Property, any assignment of leases, rents and profits or similar
document or
instrument executed by the Mortgagor in connection with the
origination of the
related Mortgage Loan.
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan (or Serviced Companion Loans) delinquent in
respect of its
Balloon Payment, for each Due Date coinciding with or following its
Stated
Maturity Date as of which such Mortgage Loan remains outstanding
and part of the
Trust Fund, or, in the case of the Serviced Companion Loans, the
related
Mortgage Loans remain part of the Trust Fund (provided that such
Mortgage Loan
was not paid in full, and no other Liquidation Event occurred in
respect
thereof, before the end of the Collection Period in which the
related Stated
Maturity Date occurs), the scheduled monthly payment of principal
and/or
interest deemed to be due in respect of such Mortgage Loan on such
Due Date
equal to the amount that would have been due in respect thereof on
such Due Date
if such Mortgage Loan had been required to continue to accrue
interest (other
than Default Interest) in accordance with its terms, and to pay
principal in
accordance with the amortization schedule (if any) in effect
immediately prior
to, and without regard to the occurrence of, the related Stated
Maturity Date;
(b) with respect to any REO Loan, for any Due Date as of which the
related REO
Property remains part of the Trust Fund, or the scheduled monthly
payment of
principal and/or interest deemed to be due in respect thereof on
such Due Date
equal to the Monthly Payment (or, in the case of a Balloon Loan
described in
clause (a) of this definition, the Assumed Monthly Payment) that
was due (or
deemed due) in respect of the related Mortgage Loan on the last Due
Date prior
to its becoming an REO Loan.
"ASTM" shall mean the American Society for Testing and
Materials.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to (a) the sum, without
duplication, of the
following amounts: (i) the aggregate amount of all payments and
other
collections on or with respect to the Mortgage Loans and any REO
Properties
including, with respect to the Non-Serviced Trust Loans, payment
remitted by, or
advances made by, the applicable Lead Master Servicer) that (A)
were Received as
of the end of the related Collection Period (or, in the case of the
Non-Serviced
Trust Loans as of 11:00 a.m. (New York City time) on the Master
Servicer
Remittance Date) and (B) are on deposit in the Distribution Account
as of 11:00
a.m. (New York City time) on such Distribution Date, (ii) the
aggregate amount
of any P&I Advances made by the Master Servicer or the Trustee
for distribution
on the Certificates on such Distribution Date pursuant to Section
4.03, (iii)
the aggregate amount deposited by the Master Servicer in the
Distribution
Account for such Distribution Date pursuant to Section 3.20(a) in
connection
with Prepayment Interest Shortfalls, (iv) to the extent not
included in clause
(a)(i) of this definition, the aggregate amount transferred from
the Excess
Liquidation Proceeds Account to the Distribution Account pursuant
to Section
3.05(d) in respect of such Distribution Date and (v) to the extent
not included
in the amount described in clause (a)(i) of this definition, if
such
Distribution Date occurs during March of any year (or February, if
the Final
Distribution Date occurs in February), the aggregate of the
Interest Reserve
Amounts transferred from the Interest Reserve Account to the
Distribution
Account in respect of the Interest Reserve Mortgage Loans and any
Interest
Reserve REO Mortgage Loans for distribution on such Distribution
Date; net of
(b) the portion of the aggregate amount described in clause (a) of
this
definition that represents one or more of the following: (i)
Monthly Payments
that are due on a Due Date following the end of the related
Collection Period
(which shall be deemed to include Monthly Payments in respect of
the Mortgage
Loan identified on the Mortgage Loan Schedule as Albertson's Pad at
University
Town Center due in the calendar month in which such Distribution
Date occurs,
which shall be included in the Available Distribution Amount for
the next
following Distribution Date), (ii) any amounts payable or
reimbursable to any
Person from the Distribution Account pursuant to clauses (ii)
through (vii) of
Section 3.05(b), (iii) Prepayment Premiums and/or Yield Maintenance
Charges,
(iv) if such Distribution Date occurs during January of any year
that is not a
leap year or during February of any year (unless, in either case,
the related
Distribution Date is the Final Distribution Date), the Interest
Reserve Amounts
with respect to the Interest Reserve Mortgage Loans and any
Interest Reserve REO
Mortgage Loans to be withdrawn from the Distribution Account and
deposited into
the Interest Reserve Account in respect of such Distribution Date
and held for
future distribution, all pursuant to Section 3.04(c), and (v)
amounts deposited
in the Distribution Account in error; provided that clauses (b)(i),
(b)(iii) and
(b)(iv) of this definition shall not apply on the Final
Distribution Date.
"Balloon Loan" shall mean any Mortgage Loan that by its
original
terms or by virtue of any modification entered into as of the
Closing Date
provides for an amortization schedule extending beyond its Stated
Maturity Date
and as to which, in accordance with such terms, the payment due on
its Stated
Maturity Date is significantly larger than the Monthly Payment due
on the Due
Date preceding its Stated Maturity Date.
"Balloon Payment" shall mean, with respect to any Balloon Loan as
of
any date of determination, the payment, other than any regularly
scheduled
monthly payment, due with respect to such Mortgage Loan at
maturity.
"Bid Allocation" shall mean, with respect to the Master Servicer
or
any Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the
amount of such proceeds (net of any expenses incurred in connection
with such
bid and the transfer of servicing), multiplied by a fraction equal
to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer,
as the case
may be, as of such date of determination, over (b) the aggregate of
the Servicer
Fee Amounts for the Master Servicer and all of the Sub-Servicers as
of such date
of determination.
"Book-Entry Certificate" shall mean any Certificate registered
in
the name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry
Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or
a day on which banking institutions in New York, New York, or in
any of the
cities in which the Corporate Trust Office of the Trustee, the
Primary Servicing
Office of the Master Servicer, the Primary Servicer or the Special
Servicer are
located, are authorized or obligated by law or executive order to
remain closed.
"Calculation Agent" shall mean Wells Fargo Bank, N.A.
"CD 2006-CD3 Depositor" shall have the meaning assigned thereto
in
the Preliminary Statement.
"CD 2006-CD3
Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"CD 2006-CD3 PSA" shall have the meaning assigned thereto in
the
Preliminary Statement.
"CD 2006-CD3 Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"CD 2006-CD3 Trustee" shall have the meaning assigned thereto in
the
Preliminary Statement.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificates" shall mean any of the Class A-1, Class A-2,
Class
A-AB, Class A-3, Class A-1A, Class A-MFX, Class A-MFL, Class A-JFX,
Class A-JFL,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class X, Class
R-I, Class R-II or Class Y Certificates, as applicable.
"Certificate Factor" shall mean, with respect to any Class of
Regular Interest Certificates, as of any date of determination, a
fraction,
expressed as a decimal carried to at least six places, the
numerator of which is
the then current Class Principal Balance or Notional Amount, as the
case may be,
of such Class of Regular Interest Certificates, and the denominator
of which is
the Original Class Principal Balance or initial Notional Amount, as
the case may
be, of such Class of Regular Interest Certificates.
"Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate as
reflected on the books of the Depository or on the books of a
Depository
Participant or on the books of an indirect participating brokerage
firm for
which a Depository Participant acts as agent.
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained
pursuant
to Section 5.02.
"Certificate Registrar" shall mean the registrar appointed
pursuant
to Section 5.02.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that:
(i) neither
a Disqualified Organization nor a Disqualified Non-United States
Tax Person
shall be Holder of a Residual Interest Certificate for any purpose
hereof; and
(ii) solely for the purposes of giving any consent, approval or
waiver pursuant
to this Agreement that relates to the rights and/or obligations of
any of the
Depositor, the Master Servicer, the Special Servicer or the Trustee
in its
respective capacity as such, any Certificate registered in the name
of the
Depositor, the Master Servicer, the Special Servicer or the
Trustee, as the case
may be, or any Certificate registered in the name of any of its
Affiliates,
shall be deemed not to be outstanding, and the Voting Rights to
which it is
entitled shall not be taken into account in determining whether the
requisite
percentage of Voting Rights necessary to effect any such consent,
approval or
waiver that relates to it has been obtained. The Certificate
Registrar shall be
entitled to request and rely upon a certificate of the Depositor,
the Master
Servicer or the Special Servicer in determining whether a
Certificate is
registered in the name of an Affiliate of such Person. All
references herein to
"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
"Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate
Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report,
the Mortgage
Loan Payoff Notification Report and the CMSA Investor Reporting
Package.
"Certification Parties" shall have the meaning assigned thereto
in
Section 11.06.
"Certifying Person" shall have the meaning assigned thereto in
Section 11.06.
"Certifying Servicer" shall have the meaning assigned thereto
in
Section 11.09.
"Class" shall mean, (i) collectively, all of the Certificates
bearing the same alphabetical and, if applicable, numerical class
designation,
(ii) the Class A-MFL REMIC II Regular Interest or Class A-JFL REMIC
II Regular
Interest or (iii) any Uncertificated Lower-Tier Interest.
"Class A Certificates" shall mean the Class A-1, Class A-2,
Class
A-AB, Class A-3 and Class A-1A Certificates.
"Class A-1 Certificate" shall mean any one of the Certificates
with
a "Class A-1" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-1A Certificate" shall mean any one of the Certificates
with
a "Class A-1A" designation on the face thereof, substantially in
the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Certificate" shall mean any one of the Certificates
with
a "Class A-2" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates
with
a "Class A-3" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with
a "Class A-AB" designation on the face thereof, substantially in
the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-AB Planned Principal Balance": The planned principal
balance set forth on Schedule VIII hereto relating to principal
payments for the
Class A-AB Certificates.
"Class A-JFL Additional Fixed Swap Payment" shall mean with
respect
to any Distribution Date and the Class A-JFL Swap Payment Date to
which it
relates based on the applicable Swap Agreement, the applicable
"Additional Fixed
Amount" within the meaning of the applicable Swap Agreement.
"Class A-JFL Available Funds" shall mean with respect to any
Distribution Date, an amount equal to (a) the sum of (i) the total
amount of all
principal and/or interest distributions, as well as all
distributions of Yield
Maintenance Charges and Prepayment Premiums, properly made on or in
respect of
the Class A-JFL REMIC II Regular Interest with respect to such
Distribution Date
and (ii) the amounts, if any, received from the Swap Counterparty
pursuant to
the applicable Swap Agreement for such Distribution Date, less (b)
any Class
A-JFL Net Fixed Swap Payment, Class A-JFL Additional Fixed Swap
Payment and
Class A-JFL Fixed Payer Shortfall Reimbursement Payment required to
be paid to
the Swap Counterparty pursuant to the applicable Swap Agreement,
consistent with
Section 3.29, for such Distribution Date.
"Class A-JFL Certificate" shall mean any one of the
Certificates
with a "Class A-JFL" designation on the face thereof, substantially
in the form
of Exhibit A-2A hereto, and evidencing a proportionate interest in
the related
portion of the Grantor Trust.
"Class A-JFL Distribution Conversion" shall mean with respect to
any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default under the applicable Swap Agreement while the Trustee is
pursuing
remedies under the applicable Swap Agreement pursuant to Section
3.29, or (ii)
immediately upon and following the termination of the applicable
Swap Agreement
until any replacement agreement is entered into, the conversion of
distributions
with respect to the Class A-JFL Certificates from distributions
based, in part,
on floating interest payments from the Swap Counterparty under the
applicable
Swap Agreement to distributions based solely on distributions in
respect of the
Class A-JFL REMIC II Regular Interest, as specified in Section
4.01.
"Class A-JFL Fixed Swap Payment" shall mean with respect to any
Distribution Date and the Class A-JFL Swap Payment Date to which it
relates
based on the applicable Swap Agreement, the applicable "Fixed
Amount" within the
meaning of the applicable Swap Agreement.
"Class A-JFL Fixed Payer Shortfall Reimbursement Payment" shall
mean
with respect to any Distribution Date and the Class A-JFL Swap
Payment Date to
which it relates based on the applicable Swap Agreement, the
applicable "Fixed
Payer Shortfall Reimbursement Amount" within the meaning of the
applicable Swap
Agreement.
"Class A-JFL Floating Swap Payment" shall mean with respect to
any
Distribution Date and the Class A-JFL Swap Payment Date to which it
relates
based on the applicable Swap Agreement, the applicable "Floating
Amount" within
the meaning of the applicable Swap Agreement.
"Class A-JFL Interest Distribution Amount" shall mean with
respect
to any Distribution Date, an amount equal to (a) the sum of (i)
the
Distributable Certificate Interest with respect to the Class A-JFL
REMIC II
Regular Interest for such Distribution Date and, to the extent not
previously
paid, for all prior Distribution Dates, (ii) any Class A-JFL Net
Floating Swap
Payment received from the applicable Swap Counterparty for
distribution on such
Distribution Date and (iii) if the applicable Swap Agreement is
terminated and a
replacement Swap Agreement is not obtained, any related Swap
Termination Payment
collected during the related Collection Period, less (b) any Class
A-JFL Net
Fixed Swap Payment and/or Class A-JFL Fixed Payer Shortfall
Reimbursement
Payment made to the applicable Swap Counterparty with respect to
such
Distribution Date.
"Class A-JFL Net Fixed Swap Payment" shall mean with respect to
any
Distribution Date, the excess, if any of (i) the Class A-JFL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-JFL Floating Swap
Payment for
that Distribution Date.
"Class A-JFL Net Floating Swap Payment" shall mean with respect
to
any Distribution Date, the excess, if any of (i) the Class A-JFL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-JFL Fixed
Swap Payment
for that Distribution Date.
"Class A-JFL Principal Distribution Amount" shall mean with
respect
to any Distribution Date, an amount equal to the amount of
principal allocated
pursuant to Section 4.01 in respect of the Class A-JFL REMIC II
Regular Interest
on such Distribution Date.
"Class A-JFL REMIC II Regular Interest" shall mean the
uncertificated interest in Upper-Tier REMIC, designated as "Class
A-JFL,"
constituting a "regular interest" in Upper-Tier REMIC for purposes
of the REMIC
Provisions and having the characteristics attributable thereto in
this
Agreement.
"Class A-JFL Swap Payment Date" shall mean the "Payment Date"
within
the meaning of the applicable Swap Agreement.
"Class A-JFX Certificate" shall mean any one of the
Certificates
with a "Class A-JFX" designation on the face thereof, substantially
in the form
of Exhibit A-1 attached hereto, and evidencing a portion of a class
of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-MFL Additional Fixed Swap Payment" shall mean with
respect
to any Distribution Date and the Class A-MFL Swap Payment Date to
which it
relates based on the applicable Swap Agreement, the applicable
"Additional Fixed
Amount" within the meaning of the applicable Swap Agreement.
"Class A-MFL Available Funds" shall mean with respect to any
Distribution Date, an amount equal to (a) the sum of (i) the total
amount of all
principal and/or interest distributions, as well as all
distributions of Yield
Maintenance Charges and Prepayment Premiums, properly made on or in
respect of
the Class A-MFL REMIC II Regular Interest with respect to such
Distribution Date
and (ii) the amounts, if any, received from the Swap Counterparty
pursuant to
the applicable Swap Agreement for such Distribution Date, less (b)
any Class
A-MFL Net Fixed Swap Payment, Class A-MFL Additional Fixed Swap
Payment and
Class A-MFL Fixed Payer Shortfall Reimbursement Payment required to
be paid to
the Swap Counterparty pursuant to the applicable Swap Agreement,
consistent with
Section 3.29, for such Distribution Date.
"Class A-MFL Certificate" shall mean any one of the
Certificates
with a "Class A-MFL" designation on the face thereof, substantially
in the form
of Exhibit A-2A hereto, and evidencing a proportionate interest in
the related
portion of the Grantor Trust.
"Class A-MFL Distribution Conversion" shall mean with respect to
any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default under the applicable Swap Agreement while the Trustee is
pursuing
remedies under the applicable Swap Agreement pursuant to Section
3.29, or (ii)
immediately upon and following the termination of the applicable
Swap Agreement
until any replacement agreement is entered into, the conversion of
distributions
with respect to the Class A-MFL Certificates from distributions
based, in part,
on floating interest payments from the Swap Counterparty under the
applicable
Swap Agreement to distributions based solely on distributions in
respect of the
Class A-MFL REMIC II Regular Interest, as specified in Section
4.01.
"Class A-MFL Fixed Swap Payment" shall mean with respect to any
Distribution Date and the Class A-MFL Swap Payment Date to which it
relates
based on the applicable Swap Agreement, the applicable "Fixed
Amount" within the
meaning of the applicable Swap Agreement.
"Class A-MFL Fixed Payer Shortfall Reimbursement Payment" shall
mean
with respect to any Distribution Date and the Class A-MFL Swap
Payment Date to
which it relates based on the applicable Swap Agreement, the
applicable "Fixed
Payer Shortfall Reimbursement Amount" within the meaning of the
applicable Swap
Agreement.
"Class A-MFL Floating Swap Payment" shall mean with respect to
any
Distribution Date and the Class A-MFL Swap Payment Date to which it
relates
based on the applicable Swap Agreement, the applicable "Floating
Amount" within
the meaning of the applicable Swap Agreement.
"Class A-MFL Interest Distribution Amount" shall mean with
respect
to any Distribution Date, an amount equal to (a) the sum of (i)
the
Distributable Certificate Interest with respect to the Class A-MFL
REMIC II
Regular Interest for such Distribution Date and, to the extent not
previously
paid, for all prior Distribution Dates, (ii) any Class A-MFL Net
Floating Swap
Payment received from the Swap Counterparty for distribution on
such
Distribution Date and (iii) if the applicable Swap Agreement is
terminated and a
replacement Swap Agreement is not obtained, any related Swap
Termination Payment
collected during the related Collection Period, less (b) any Class
A-MFL Net
Fixed Swap Payment and/or Class A-MFL Fixed Payer Shortfall
Reimbursement
Payment made to the Swap Counterparty with respect to such
Distribution Date.
"Class A-MFL Net Fixed Swap Payment" shall mean with respect to
any
Distribution Date, the excess, if any of (i) the Class A-MFL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-MFL Floating Swap
Payment for
that Distribution Date.
"Class A-MFL Net Floating Swap Payment" shall mean with respect
to
any Distribution Date, the excess, if any of (i) the Class A-MFL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-MFL Fixed
Swap Payment
for that Distribution Date.
"Class A-MFL Principal Distribution Amount" shall mean with
respect
to any Distribution Date, an amount equal to the amount of
principal allocated
pursuant to Section 4.01 in respect of the Class A-MFL REMIC II
Regular Interest
on such Distribution Date.
"Class A-MFL REMIC II Regular Interest" shall mean the
uncertificated interest in Upper-Tier REMIC, designated as "Class
A-MFL,"
constituting a "regular interest" in Upper-Tier REMIC for purposes
of the REMIC
Provisions and having the characteristics attributable thereto in
this
Agreement.
"Class A-MFL Swap Payment Date" shall mean the "Payment Date"
within
the meaning of the applicable Swap Agreement.
"Class A-MFX Certificate" shall mean any one of the
Certificates
with a "Class A-MFX" designation on the face thereof, substantially
in the form
of Exhibit A-1 attached hereto, and evidencing a portion of a class
of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Certificate" shall mean any one of the Certificates with
a
"Class B" designation on the face thereof, substantially in the
form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class C Certificate" shall mean any one of the Certificates with
a
"Class C" designation on the face thereof, substantially in the
form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class D Certificate" shall mean any one of the Certificates with
a
"Class D" designation on the face thereof, substantially in the
form of Exhibit
A-3 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with
a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with
a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with
a
"Class G" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class H" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class J Certificate" shall mean any one of the Certificates with
a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class K Certificate" shall mean any of the Certificates with a
"Class K" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class L" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class LA-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-AB Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-1A Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-MFL Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-MFX Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-JFL Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LA-JFX Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having
the Original Lower-Tier Principal Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LB Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LC Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LD Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LE Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LF Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LG Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LH Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LJ Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LK Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LL Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LM Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LN Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LO
Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LP Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LQ Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LS Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class N" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class O Certificate" shall mean any of the Certificates with a
"Class O" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance
of any Class of Principal Balance Certificates or the Class A-MFL
REMIC II
Regular Interest or Class A-JFL REMIC II Regular Interest, as the
case may be,
outstanding as of any date of determination. As of the Closing
Date, the Class
Principal Balance of each Class of Principal Balance Certificates
or the Class
A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular
Interest, as the
case may be, shall equal the Original Class Principal Balance
thereof. On each
Distribution Date, the Class Principal Balance of each Class of
Principal
Balance Certificates (exclusive of the Class A-MFL and Class A-JFL
Certificates)
and the Class A-MFL REMIC II Regular Interest and Class A-JFL REMIC
II Regular
Interest shall be permanently reduced by the amount of any
distributions of
principal made thereon on such Distribution Date pursuant to
Section 4.01 or
9.01, as applicable, and shall be further permanently reduced
(subject to
Section 4.05) by the amount of any Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04(a). On each Distribution Date, the Class Principal Balance of
each Class of
Principal Balance Certificates (exclusive of the Class A-MFL
Certificates and
Class A-JFL Certificates) and the Class A-MFL REMIC II Regular
Interest and
Class A-JFL REMIC II Regular Interest, as applicable, shall be
increased by the
related Class Principal Reinstatement Amount, if any, for such
Distribution
Date. The Class Principal Balance of the Class A-MFL and Class
A-JFL
Certificates shall at all times equal the Class Principal Balance
of the Class
A-MFL REMIC II Regular Interest and Class A-JFL REMIC II Regular
Interest, as
applicable.
"Class Principal Reinstatement Amount" shall have the meaning
assigned thereto in Section 4.05(a).
"Class Q Certificate" shall mean any of the Certificates with a
"Class Q" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class R-I Certificate" shall mean any one of the Certificates
with
a "Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class R-II Certificate" shall mean any one of the Certificates
with
a "Class R-II" designation on the face thereof, substantially in
the form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class S Certificate" shall mean any of the Certificates with a
"Class S" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class Y Certificate" shall mean any of the Certificates with a
"Class Y" designation on the face thereof, substantially in the
form of Exhibit
A-7 attached hereto, and evidencing an undivided interest in the
Grantor Trust
Assets with respect to the right to receive any Post-ARD Additional
Interest.
"Class Y Sub-Account" shall mean a sub-account of the
Distribution
Account established pursuant to Section 3.04(b), which sub-account
shall
constitute an asset of the Trust Fund and the Grantor Trust, but
not an asset of
either REMIC Pool.
"Class X Certificate" shall mean any one of the Certificates with
a
"Class X" designation on the face thereof, substantially in the
form of Exhibit
A-2 attached hereto, and evidencing a portion of a class of
"regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class X Notional Amount" shall mean, as of any date of
determination, the sum of the then Component Notional Amounts of
the Class X
Components.
"Class X Strip Rate" shall mean, with respect to each of the Class
X
Components for any Distribution Date, a rate per annum equal to (x)
the Weighted
Average Net Mortgage Rate for such Distribution Date minus (y) the
Pass-Through
Rate for the Corresponding Certificates (provided that in no event
shall any
Class X Strip Rate be less than zero).
"Clearstream" shall mean Clearstream Banking, Societe Anonyme or
any
successor.
"Closing Date" shall mean April 13, 2007.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or
any association or organization that is a successor thereto. If
neither such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Controlling Class Representative.
"CMSA Advance Recovery Report" shall mean a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recoverability Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Bond Level File" shall mean the monthly report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Bond Level File" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Collateral
Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Collateral Summary File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Comparative Financial Status Report"
available as
of the Closing Date on the CMSA Website, or such other form for the
presentation
of such information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "CMSA Comparative Financial Status Report" available as
of the
Closing Date on the CMSA Website.
"CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Delinquent Loan Status Report"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Financial File" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally. The initial
data for this
report shall be provided by each Mortgage Loan Seller.
"CMSA Historical Liquidation Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Historical Liquidation Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean a report substantially in the form of, and
containing the
information called for in, the downloadable form of the "Historical
Loan
Modification and Corrected Mortgage Loan Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following seven electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File;
(b) the following twelve supplemental reports: (i) CMSA
Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage
Loan Report, (iii) CMSA Historical Liquidation Report, (iv)
CMSA
REO Status
Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii)
CMSA Loan Level Reserve/LOC Report, (ix) CMSA NOI Adjustment
Worksheet,
(x) CMSA Advance Recovery Report, (xi) CMSA Total Loan Report
and (xii)
CMSA Reconciliation of Funds Report; and
(c) such other reports
as may be identified by the CMSA as part of
the CMSA
Investor Reporting Package generally from time to time.
"CMSA Loan Level Reserve/LOC Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Periodic Update File" available as
of the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally. The initial data for this report shall be provided by
each Mortgage
Loan Seller. Each CMSA Loan Periodic Update File prepared by the
Master Servicer
shall, if applicable, be accompanied by a Monthly Additional Report
on
Recoveries and Reimbursements and all references herein to "CMSA
Loan Periodic
Update File" shall be construed accordingly.
"CMSA Loan Setup File" shall mean the report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Loan Setup File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by
the
Master Servicer with respect to all the Serviced Loans, and by the
Special
Servicer with respect to REO Loans, which report shall be
substantially in the
form of, and contain the information called for in, the
downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Operating Statement Analysis Report"
available as
of the Closing Date on the CMSA Website or in such other form for
the
presentation of such information and containing such additional
information as
may from time to time be approved by the CMSA for commercial
mortgage-backed
securities transactions generally.
"CMSA Property File" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Property File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Reconciliation of Funds Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Reconciliation of Funds Report"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA REO Status Report" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "REO Status Report" available as of the Closing Date on the
CMSA Website, or
in such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Servicer Watch List" available as of the Closing Date on the
CMSA Website,
or in such other form for the presentation of such information and
containing
such additional information as may from time to time be approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Special Servicer Loan File" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Special Servicer Loan File" available as of the
Closing Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Total Loan Report" shall mean a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "CMSA Total Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Website" shall mean the CMSA's Website located at
"www.cmbs.org" or such other primary website as the CMSA may
establish for
dissemination of its report forms.
"Co-Lender Agreement" shall have the meaning assigned thereto in
the
Preliminary Statement.
"Code" shall mean the Internal Revenue Code of 1986 and
regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Collection Period" shall mean, with respect to any
Distribution
Date or Master Servicer Remittance Date, the period commencing on
the day
immediately following the Determination Date in the calendar month
preceding the
month in which such Distribution Date or Master Servicer Remittance
Date, as the
case may be, occurs (or, in the case of each of the initial
Distribution Date
and the initial Master Servicer Remittance Date, commencing
immediately
following the Cut-off Date) and ending on and including the
Determination Date
in the calendar month in which such Distribution Date or Master
Servicer
Remittance Date, as the case may be, occurs.
"Commission" shall mean the United States Securities and
Exchange
Commission or any successor agency.
"Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.
"Companion Loan Noteholder" shall mean, with respect to any
Loan
Combination, the Holder of the Mortgage Note for the related
Companion Loan.
"Companion Loan Securities" means the securities issued in
connection with the inclusion of a Pari Passu Companion Loan into a
trust as
part of a securitization of one or more mortgage loans.
"Component Notional Amount" shall mean with respect to each
Component and any date of determination, an amount equal to the
then current
Uncertificated Principal Balance of its Corresponding
Uncertificated Lower-Tier
Interest.
"Components" shall mean each of Component X-A-1, Component
X-A-2,
Component X-A-AB, Component X-A-3, Component X-A-1A, Component
X-AMFX, Component
X-A-MFL, Component X-AJFX, Component X-A-JFL, Component X-B,
Component X-C,
Component X-D, Component X-E, Component X-F, Component X-G,
Component X-H,
Component X-J, Component X-K, Component X-L, Component X-M,
Component X-N,
Component X-O, Component X-P, Component X-Q and Component X-S.
"Component X-A-1" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-1 Interest.
"Component X-A-2" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-2 Interest.
"Component X-A-AB" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-AB Interest.
"Component X-A-3" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-3 Interest.
"Component X-A-1A" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-1A Interest.
"Component X-A-MFX" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-MFX Interest.
"Component X-A-MFL" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-MFL Interest.
"Component X-A-JFX" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-JFX Interest.
"Component X-A-JFL" shall mean one of the twenty-five components
of
the Class X Certificates having a Component Notional Amount which,
as of any
date of determination, is equal to the then current Uncertificated
Principal
Balance of the Class LA-JFL Interest.
"Component X-B" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LB Interest.
"Component X-C" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LC Interest.
"Component X-D" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LD Interest.
"Component X-E" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LE Interest.
"Component X-F" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LF Interest.
"Component X-G" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LG Interest.
"Component X-H" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LH Interest.
"Component X-J" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LJ Interest.
"Component X-K" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LK Interest.
"Component X-L" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LL Interest.
"Component X-M" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LM Interest.
"Component X-N" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LN Interest.
"Component X-O" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LO Interest.
"Component X-P" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LP Interest.
"Component X-Q" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LQ Interest.
"Component X-S" shall mean one of the twenty-five components of
the
Class X Certificates having a Component Notional Amount which, as
of any date of
determination, is equal to the then current Uncertificated
Principal Balance of
the Class LS Interest.
"Condemnation Proceeds" shall mean all cash amounts Received in
connection with the taking of all or a part of a Mortgaged Property
or REO
Property by exercise of the power of eminent domain or
condemnation, subject,
however, to the rights of any tenants and ground lessors, as the
case may be,
and the terms of the related Mortgage.
"Control
Appraisal Event" shall exist with respect to any Serviced
Loan Combination, if and for so long as:
(a) (1) the initial balance of the related Subordinate
Companion
Loan, minus (2) the sum of (x) any principal payments, allocated
to, and
received on, such Subordinate Companion Loan, (y) any Appraisal
Reduction
Amounts allocated to such Subordinate Companion Loan, and (without
duplication)
(z) Realized Losses allocated to such Subordinate Companion
Loan,
is less than
(b) 25% of the initial balance of such Subordinate Companion
Loan.
"Controlling Class" shall mean the Class of Certificates (other
than
the Residual Interest Certificates, Class Y and Class X
Certificates) with the
latest alphabetical Class designation that has a then-aggregate
Class Principal
Balance that is not less than 25% of the Original Class Principal
Balance of
such Class; provided that if no Class of Principal Balance
Certificates has, as
of such date of determination, a Class Principal Balance that meets
the
requirements above, then the Controlling Class shall be the then
outstanding
Class of Principal Balance Certificates bearing the latest
alphabetic Class
designation that has a Class Principal Balance greater than zero;
and provided,
further, that, for purposes of determining the Controlling Class,
the Class A-1,
Class A-2, Class A-AB, Class A-3 and Class A-1-A Certificates shall
be deemed a
single Class of Certificates. As of the Closing Date, the
Controlling Class will
be the Class S Certificates. If the Controlling Class consists of
Book-Entry
Certificates, then the rights of the Holders of the Controlling
Class set forth
in this Agreement may be exercised directly by the relevant
Certificate Owners,
provided that the identity of such Certificate Owners has been
confirmed to the
Trustee to its reasonable satisfaction.
"Controlling Class Certificateholder" shall mean any Holder of
a
Certificate of the Controlling Class.
"Controlling Class Representative" shall mean the Holder or
Holders
of greater than 50% of the Voting Rights assigned to the
Controlling Class;
provided that no Holder of Voting Rights allocated to the
Controlling Class may
exercise any rights of such Class with respect to any Mortgage Loan
as to which
such Holder is a Mortgagor Affiliate Holder.
"Corporate Trust Office" shall mean the principal corporate
trust
office of the Trustee at which at any particular time its
asset-backed
securities trust business with respect to this Agreement shall be
administered,
which office at the date of the execution of this Agreement is
located at Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota
55479-0113 with
respect to certificate transfer and payment services and at 9062
Old Annapolis
Road, Columbia, Maryland 21045-1951 with respect to other trustee
and securities
administration services, or the principal trust office of any
successor trustee
qualified and appointed pursuant to Section 8.08.
"Corrected Mortgage Loan" shall mean any Mortgage Loan that had
been
a Specially Serviced Mortgage Loan but has ceased to be such in
accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by
reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the
related
Mortgaged Property's becoming an REO Property).
"Corresponding Certificate" shall have the meaning assigned
thereto
in the Preliminary Statement with respect to the Corresponding
Component or the
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Component" shall have the meaning assigned thereto
in
the Preliminary Statement with respect to the Corresponding
Certificate or the
Corresponding Uncertificated Lower-Tier Interest.
"Corresponding Uncertificated Lower-Tier Interest" shall have
the
meaning assigned thereto in the Preliminary Statement with respect
to the
Corresponding Certificate or any Corresponding Component.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage
Loan
that is cross-defaulted and cross-collateralized with any other
Mortgage Loan.
"Cross-Over Date" shall mean the Distribution Date on which (i)
the
Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-1-A
Certificates, or any
two or more of such Classes, remain outstanding and (ii) the
aggregate of the
Class Principal Balances of the Class A-MFX, Class A-JFX, Class B,
Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates and the
Class A-MFL
REMIC II Regular Interest and Class A-JFL REMIC II Regular Interest
are reduced
to zero as a result of the allocation of Realized Losses and
Additional Trust
Fund Expenses pursuant to Section 4.04(a).
"Custodial Account" shall mean either the Pool Custodial Account
or
any Loan Combination Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by
the
Trustee pursuant to Section 8.11 as a document custodian for the
Mortgage Files,
which Person shall not be the Depositor, the Mortgage Loan Sellers
or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such
custodian
has been appointed, or if such custodian has been so appointed but
the Trustee
shall have terminated such appointment, then the Trustee shall be
the Custodian.
"Cut-off Date" shall mean, with respect to each Mortgage Loan,
the
related due date for such Mortgage Loan in April 2007.
"Cut-off Date Balance" shall mean, with respect to any Mortgage
Loan, the outstanding principal balance of such Mortgage Loan as of
the Cut-off
Date, net of all unpaid payments of principal due in respect
thereof on or
before such date.
"CWCapital" shall mean CWCapital LLC.
"Default Charges" shall mean Default Interest and/or late
payment
charges that are paid or payable, as the context may require, to
the Trust in
respect of any Mortgage Loan or any successor REO Loan with respect
thereto.
"Default Interest" shall mean, with respect to any Serviced Loan
or
any successor REO Loan with respect thereto, any amounts Received
thereon (other
than late payment charges, Prepayment Premiums or Yield Maintenance
Charges)
that represent penalty interest (arising out of a default) in
excess of: (i)
interest accrued on the principal balance of such Loan (or
successor REO Loan),
at the related Mortgage Rate (net of any applicable Additional
Interest Rate);
and (ii) in the case of any ARD Loan after the related Anticipated
Repayment
Date, any Post-ARD Additional Interest.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Collateral" shall mean, with respect to any
Defeasance
Loan, the Government Securities required or permitted to be pledged
in lieu of
prepayment pursuant to the terms thereof in order to obtain a
release of the
related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto
in Section 3.04(a).
"Defeasance Loan" shall mean any Mortgage Loan that permits the
related Mortgagor to pledge Defeasance Collateral to the holder of
such Mortgage
Loan in lieu of prepayment.
"Definitive Certificate" shall have the meaning assigned thereto
in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered Certificate that has been issued as a Definitive
Certificate.
"Depositor" shall mean CWCapital Commercial Funding Corp, and
any
successor in interest.
"Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section
5.03(c). The
nominee of the initial Depository for purposes of registering those
Certificates
that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at
all times be a "clearing corporation" as defined in Section
8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing
agency"
registered pursuant to the provisions of Section 17A of the
Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or
other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date" shall mean the eleventh calendar day of
each
month (or, if such eleventh day is not a Business Day, the Business
Day
immediately following such eleventh day), commencing in May
2007.
"Directing Holder" shall mean with respect to any Serviced Loan
Combination, the person or persons selected by the related Loan
Combination
Directing Holder, and with respect to any other Mortgage Loan, the
person
selected by the Controlling Class Representative; provided,
however, that (i)
absent such selection, or (ii) until a Directing Holder is so
selected or (iii)
upon receipt of a notice from the Controlling Class Representative
or Loan
Combination Directing Holder, as applicable, that a Directing
Holder is no
longer designated, the Directing Holder will be the Loan
Combination Directing
Holder or the Controlling Class Representative, as applicable;
provided,
further, that, in the case of a Directing Holder selected by the
Controlling
Class Representative, in order for the Trustee to certify the
status of such
Directing Holder, the Directing Holder must provide notice and
certification to
the Trustee as to its status as Directing Holder (including the
address and
telecopy number of such Directing Holder), and the Trustee shall
provide written
notice to the Controlling Class Certificateholders, the Special
Servicer and the
Master Servicer as to the designation of such Directing Holder
(including the
address and telecopy number of such Directing Holder). No Mortgagor
Affiliate
Holder may be a Directing Holder. The Trustee acknowledges and
agrees that with
respect to each Serviced Loan Combination the Person set forth on
Schedule V
shall be designated as the initial Directing Holder with respect to
such Loan
Combination, and that no further notice of such selection is
required. In the
event that a Controlling Class Representative or Loan Combination
Directing
Holder appoints a third party (including any affiliate) to act as
Directing
Holder, none of the parties to this Agreement shall be obligated to
recognize
such appointment unless such Controlling Class Representative or
Loan
Combination Directing Holder shall have delivered to each party to
this
Agreement a certification regarding such appointment. Any Loan
Combination
Directing Holder that is a Directing Holder may, in its capacity as
Directing
Holder, only control, direct, prohibit or be consulted with respect
to the
enforcement of the related Mortgage or the servicing and
administration of the
related Serviced Loan Combination to the extent set forth in this
Agreement. The
Directing Holder shall be required to keep all non-public
information received
by it in such capacity pursuant to this Agreement confidential and,
upon its
designation as such, shall deliver to the Trustee a confirmation to
such effect.
Other than as set forth on Schedule V, the initial Directing Holder
shall be CW
Capital Investments LLC.
"Directly Operate" shall mean, with respect to any REO Property,
the
furnishing or rendering of services to the tenants thereof, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale or lease, the performance of any construction work thereon or
any use of
such REO Property in a trade or business conducted by the
Lower-Tier REMIC,
other than through an Independent Contractor; provided, however,
that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
shall not be considered to Directly Operate an REO Property solely
because the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such REO Property.
"Discount Rate" shall mean, with respect to any prepaid
Mortgage
Loan or REO Mortgage Loan, for purposes of allocating any
Prepayment Premium or
Yield Maintenance Charge Received with respect thereto among the
Class A-1,
Class A-2, Class A-AB, Class A-3, Class A-1-A, Class A-MFX, Class
A-JFX, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J
and Class K
Certificates and the Class A-MFL REMIC II Regular Interest and the
Class A-JFL
REMIC II Regular Interest, a rate equal to the yield (when
compounded monthly)
on the U.S. Treasury issue (primary issue) with a maturity date
closest to the
maturity date or, in the case of any ARD Loan, the Anticipated
Repayment Date
for such prepaid Mortgage Loan or REO Mortgage Loan, as published
in Federal
Reserve Statistical Release H.15 (519) published by the Federal
Reserve Board;
provided that if there are two such U.S. Treasury issues (a) with
the same
coupon, the issue with the lower yield shall apply, and (b) with
maturity dates
equally close to the maturity date or, in the case of any ARD Loan,
the
Anticipated Repayment Date for such prepaid Mortgage Loan or REO
Mortgage Loan,
the issue with the earliest maturity date shall apply.
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Residual Interest Certificate, any Non-United States Tax
Person or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest Certificate and, for purposes of Treasury
Regulations Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code,
(b) certifies
that it understands that, for purposes of Treasury Regulations
Section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS
Form W-8ECI
or successor form and has agreed to update such form as required
under the
applicable Treasury regulations; or (2) a Non-United States Tax
Person that has
delivered to the Transferor, the Trustee and the Certificate
Registrar an
opinion of nationally recognized tax counsel to the effect that (x)
the Transfer
of such Residual Interest Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Residual Interest Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that is exempt from the tax
imposed by
Chapter 1 of the Code (unless such organization is subject to the
tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural
electric and
telephone cooperatives described in Section 1381 of the Code; or
(iv) any other
Person so designated by the Trustee or the Tax Administrator based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Interest Certificate by such Person may cause the Trust Fund or any
Person
having an Ownership Interest in any Class of Certificates, other
than such
Person, to incur a liability for any federal tax imposed under the
Code that
would not otherwise be imposed but for the Transfer of an Ownership
Interest in
a Residual Interest Certificate to such Person. The terms "United
States,"
"State" and "international organization" shall have the meanings
set forth in
Section 7701 of the Code or successor provisions.
"Disqualified Partnership" shall mean any domestic entity
classified
as a partnership under the Code if any of its beneficial owners,
directly or
indirectly (other than through a U.S. corporation), are (or are
permitted to be
under the related partnership agreement) Disqualified Non-United
States Tax
Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates (other than the Class A-MFL
and Class
A-JFL Certificates) or the Class A-MFL REMIC II Regular Interest or
the Class
A-JFL REMIC II Regular Interest for any Distribution Date, subject
to Section
4.05(b), an amount of interest equal to the amount of Accrued
Certificate
Interest in respect of such Class of Certificates or the Class
A-MFL REMIC II
Regular Interest or the Class A-JFL REMIC II Regular Interest for
the related
Interest Accrual Period, reduced (to not less than zero) by that
portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates or the Class A-MFL
REMIC II Regular
Interest or the Class A-JFL REMIC II Regular Interest as provided
below. The Net
Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date
shall be allocated among the respective Classes of Regular Interest
Certificates
(other than the Class A-MFL and Class A-JFL Certificates) and the
Class A-MFL
REMIC II Regular Interest and the Class A-JFL REMIC II Regular
Interest on a pro
rata basis in accordance with the respective amounts of Accrued
Certificate
Interest for each such Class of Certificates for the related
Interest Accrual
Period.
"Distribution Account" shall mean the segregated account or
accounts
created and maintained 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 COBALT CMBS Commercial Mortgage Trust 2007-C2,
Commercial Mortgage
Pass-Through Certificates, Series 2007-C2" which account shall be
deemed to
consist of, collectively, the Lower-Tier Distribution Account, the
Upper-Tier
Distribution Account, the Class Y Sub-Account, the Floating Rate
Account and the
Interest Reserve Account.
"Distribution Date" shall mean, with respect to any
Determination
Date, the fourth Business Day following such Determination Date,
commencing in
May 2007, on which Distribution Date, among other things, the
Trustee is to make
distributions on the Certificates.
"Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Mortgage Loan on
or
prior to its Stated Maturity Date, the day of the month set forth
in the related
Mortgage Note on which each Mortgage Monthly Payment on such
Mortgage Loan is
scheduled to be first due; (ii) with respect to any Mortgage Loan
after its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Monthly Payment on such Mortgage Loan had been
scheduled to
be first due; and (iii) with respect to 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 had been scheduled to be first due.
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with
a federal or state chartered depository institution or trust
company, the
long-term deposit or unsecured debt obligations of which are rated
at least "AA"
or "A" (without regard to any plus or minus) by Fitch and "A3" by
Moody's (or,
in the case of any Rating Agency, such lower rating as will not
result in an
Adverse Rating Event with respect to any Class of Certificates or
Companion Loan
Securities, as evidenced in writing by such Rating Agency) at any
time such
funds are on deposit therein (if such funds are to be held for more
than thirty
(30) days), or the short-term deposits of which are rated at least
"P-1" by
Moody's and at least "F-1" by Fitch (or, in the case of any Rating
Agency, such
lower rating as will not result in an Adverse Rating Event with
respect to any
Class of Certificates or Companion Loan Securities, as evidenced in
writing by
such Rating Agency) at any time such funds are on deposit therein
(if such funds
are to be held for thirty (30) days or less); or (ii) a segregated
trust account
maintained with the trust department of a federal or state
chartered depository
institution or trust company acting in its fiduciary capacity
(which may be the
Trustee), has a combined capital and surplus of at least
$50,000,000, is subject
to supervision or examination by federal or state authority and, in
the case of
a state chartered depository institution or trust company, is
subject to
regulations regarding fiduciary funds on deposit therein
substantially similar
to 12 CFR ss. 9.10(b); or (iii) any other account, the use of which
would not,
in and of itself, cause an Adverse Rating Event with respect to any
Class of
Certificates or Companion Loan Securities, as evidenced in writing
by each
Rating Agency.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie
Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments,
each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to
any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the
Mortgage
Loans identified on Schedule III hereto.
"ERISA" shall mean the Employee Retirement Income Security Act
of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor
for
application toward the payment of real estate taxes, assessments,
insurance
premiums, ground rents (if applicable) and other items for which an
escrow has
been created in respect of the related Mortgaged Property.
"Euroclear" shall mean Euroclear Bank as operator of the
Euroclear
System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Excess Liquidation Proceeds" shall mean the excess, if any, of
(a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Mortgage Loan or REO Property, net of (i) interest on any
related
Advances, (ii) any related Servicing Advances and (iii) any
Liquidation Fee
payable from such Net Liquidation Proceeds, over (b) the amount
needed to pay
off the Mortgage Loan or related REO Loan in full and reimburse the
Trust for
any prior Additional Trust Fund Expenses related to such Mortgage
Loan.
"Excess Liquidation Proceeds Account" shall mean the segregated
account created and maintained by the Trustee pursuant to Section
3.04(d) in
trust for the Certificateholders, which shall be entitled "Wells
Fargo Bank,
N.A., as Trustee, in trust for the registered Holders of COBALT
CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through
Certificates, Series
2007-C2."
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended.
"Exemption-Favored Party" shall mean any of (i) Citigroup
Global
Markets Inc., Wachovia Capital Markets, LLC or Deutsche Bank
Securities Inc.,
(ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Citigroup
Global Markets
Inc., Wachovia Capital Markets, LLC or Deutsche Bank Securities
Inc. and (iii)
any member of any underwriting syndicate or selling group of which
any Person
described in clauses (i), (ii) or (iii) is a manager or co-manager
with respect
to a Class of Investment Grade Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or
any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Final Distribution Date" shall mean the Distribution Date on
which
the final distribution is to be made with respect to the
Certificates in
connection with a termination of the Trust Fund pursuant to Article
IX.
"Final Recovery Determination" shall mean a determination by
the
Special Servicer (as evidenced by an officer's certificate
delivered by the
Special Servicer pursuant to Section 3.09(g)) with respect to any
Specially
Serviced Mortgage Loan or REO Property that there has been a
recovery of all
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and
other
payments or recoveries that the Special Servicer has determined, in
accordance
with the Servicing Standard, will be ultimately recoverable (or in
the case of
the Non-Serviced Loan Combinations, a "Final Recovery
Determination" as defined
in the applicable Lead PSA with respect to such loan); provided
that the term
Final Recovery Determination shall not apply to: (i) a Mortgage
Loan that was
paid in full; or (ii) a Mortgage Loan or REO Property, as the case
may be, that
was purchased by (A) the applicable Mortgage Loan Seller pursuant
to Section
2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a
Purchase
Option Holder or its assignee pursuant to Section 3.19, (C) the
Depositor, the
Mortgage Loan Sellers, the Special Servicer, a Controlling
Class
Certificateholder or the Master Servicer pursuant to Section 9.01,
or the holder
of a related mezzanine loan in connection with a Mortgage Loan
default, as set
forth in the related intercreditor agreement or (D) in the case of
the Loan
Combination Trust Mortgage Loans, the related Companion Loan
Noteholder or their
designees pursuant to the related Co-Lender Agreement.
"Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence,
"Fitch" shall
be deemed to refer to such other nationally recognized statistical
rating agency
or other comparable Person designated by the Depositor, notice of
which
designation shall be given to the Trustee, the Master Servicer and
the Special
Servicer, and specific ratings of Fitch, Inc. herein referenced
shall be deemed
to refer to the equivalent ratings of the party so designated.
"Floating Rate Account" shall mean the segregated account or
sub-account (which may be a sub-account of the Distribution
Account) created and
maintained by the Trustee pursuant to Section 3.04(f) in trust for:
(i) in the
case of the Class A-MFL Certificates and the Class A-MFL REMIC II
Regular
Interest, the holders of Class A-MFL Certificates and the
applicable Swap
Counterparty and (ii) in the case of the Class A-JFL Certificates
and the Class
A-JFL REMIC II Regular Interest, the holders of the Class A-JFL
Certificates and
the applicable Swap Counterparty, in each case as their interests
may appear,
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, on
behalf of and
for the registered holders of the Class A-MFL and Class A-JFL
Certificates and
Citibank, N.A. as their interests may appear, Floating Rate
Account."
"Form 8-K Disclosure Information" shall have the meaning
assigned
thereto in Section 11.07.
"FV Bid" shall have the meaning assigned thereto in Section
3.19(c).
"FV Price" shall have the meaning assigned thereto in Section
3.19(c).
"GAAP" shall mean generally accepted accounting principles in
the
United States of America.
"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule
144A Global
Certificate or the Regulation S Global Certificate.
"Global Opinion" shall have the meaning assigned thereto in
Section
12.12.
"Government Securities" shall mean "Government Securities" as
defined in Section 2(a)(16) of the Investment Company Act of 1940,
excluding any
such securities that are not acceptable to any Rating Agency as
Defeasance
Collateral.
"Grantor Trust" shall have the meaning assigned thereto in the
Preliminary Statement hereto.
"Grantor Trust Assets" shall mean the segregated pool of assets
comprising the Grantor Trust as set forth in the Preliminary
Statement.
"Grantor Trust Provisions" shall mean subpart E, Part I of
subchapter J of the Code, including Treasury Regulations thereunder
and Treasury
Regulations Section 301.7701-4(c)(2).
"Ground Lease" shall mean, with respect to any Mortgage Loan
for
which the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Hazardous Materials" shall mean any dangerous, toxic or
hazardous
pollutants, chemicals, wastes, or substances, including, without
limitation,
those so identified pursuant to CERCLA or any other federal, state
or local
environmental related laws and regulations now existing or
hereafter enacted,
and specifically including asbestos and asbestos-containing
materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum
products, urea
formaldehyde and any substance classified as being "in inventory,"
"usable work
in process" or similar classification which would, if classified as
unusable, be
included in the foregoing definition.
"Holder" shall mean, with respect to a Certificate, a
Certificateholder and, with respect to any Uncertificated
Lower-Tier Interest,
the Trust.
"HUD-Approved Servicer" shall mean a servicer that is a
mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any
specified
Person, any such Person who (i) is in fact independent of the
Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer,
any
Controlling Class Certificateholder, and with respect to matters
relating to a
particular Loan Combination any Companion Loan Noteholder and any
and all
Affiliates thereof, (ii) does not have any direct financial
interest in or any
material indirect financial interest in any of the Depositor, the
Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, and with respect to matters relating to a
particular Loan
Combination any Companion Loan Noteholder, or any Affiliate
thereof, and (iii)
is not connected with the Depositor, the Mortgage Loan Sellers, the
Master
Servicer, the Special Servicer, any Controlling Class
Certificateholder, and
with respect to matters relating to a particular Loan Combination
any Companion
Loan Noteholder, or any Affiliate thereof as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, that a Person shall not fail to be Independent
of the
Depositor, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer,
any Controlling Class Certificateholder, and with respect to
matters relating to
a particular Loan Combination any Companion Loan Noteholder, or any
Affiliate
thereof merely because such Person is the beneficial owner of 1% or
less of any
class of securities issued by the Depositor, the Mortgage Loan
Sellers, the
Master Servicer, the Special Servicer, such Controlling Class
Certificateholder,
such Companion Loan Noteholder, or any Affiliate thereof, as the
case may be,
provided that such ownership constitutes less than 1% of the total
assets owned
by such Person.
"Independent Appraiser" shall mean an Independent professional
real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five (5) years' experience in the subject
property type
and market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to the Lower-Tier REMIC
within the meaning
of Section 856(d)(3) of the Code if the Lower-Tier REMIC was a real
estate
investment trust (except that the ownership test set forth in that
Section shall
be considered to be met by any Person that owns, directly or
indirectly, 35
percent or more of any Class of Certificates, or such other
interest in any
Class of Certificates as is set forth in an Opinion of Counsel,
which shall be
at no expense to the Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund, delivered to the Trustee (and, if any Loan Combinations
are
affected, to the Companion Loan Noteholder), provided that (i) such
REMIC Pool
does not receive or derive any income from such Person and (ii) the
relationship
between such Person and such REMIC Pool is at arm's length, all
within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any
other Person
upon receipt by the Trustee (and, if any Loan Combinations are
affected, to the
Companion Loan Noteholder) of an Opinion of Counsel, which shall be
at no
expense to the Master Servicer, the Special Servicer, the Trustee
or the Trust
Fund, to the effect that the taking of any action in respect of any
REO Property
by such Person, subject to any conditions therein specified, that
is otherwise
herein contemplated to be taken by an Independent Contractor, will
not cause
such REO Property to cease to qualify as "foreclosure property"
within the
meaning of Section 860G(a)(8) of the Code for purposes of Section
860D(a) of the
Code, or cause any income realized in respect of such REO Property
to fail to
qualify as Rents from Real Property, due to such Person's failure
to be treated
as an Independent Contractor.
"Initial Bidder" shall have the meaning assigned thereto in
Section
3.19(c).
"Initial Trust Balance" shall be as set forth in the
Preliminary
Statement hereto and shall equal the aggregate Cut-off Date
Balances of the
Mortgage Loans.
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3)
and (7) of
Rule 501(a) under the Securities Act or any entity in which all of
the equity
owners come within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage
Loan,
any hazard insurance policy, flood insurance policy, title policy,
Environmental
Insurance Policy or other insurance policy that is maintained from
time to time
in respect of such Mortgage Loan or the related Mortgaged
Property.
"Insurance Proceeds" shall mean the proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to
the restoration
of the related Mortgaged Property, released to the Mortgagor, or
any tenants or
ground lessors, as the case may be, pursuant to the terms of the
related
Mortgage or lease, in accordance with the Servicing Standard.
"Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan consisting of one of the
following: (i)
a 360-day year consisting of twelve 30-day months or (ii) actual
number of days
elapsed in a 360-day year.
"Interest Accrual Period" shall mean with respect to any Class
of
Regular Interest Certificates (other than the Class A-MFL and Class
A-JFL
Certificates prior to the Class A-MFL Distribution Conversion or
Class A-JFL
Distribution Conversion), the Class A-MFL REMIC II Regular
Interest, Class A-JFL
REMIC II Regular Interest or Uncertificated Lower-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. For purposes of determining Class
A-MFL
Interest Distribution Amounts and Class A-JFL Interest Distribution
Amounts and
Class A-MFL Floating Swap Payments and Class A-JFL Floating Swap
Payments, for
any Distribution Date and any Class A-MFL Swap Payment Date or
Class A-JFL Swap
Payment Date related thereto based upon the related Swap Agreement,
the Interest
Accrual Period will begin on and include the 15th day in the month
preceding the
month in which the subject Distribution Date occurs (or, in the
case of the
first Distribution Date, will begin on and include the Closing
Date) and will
end on and include the 14th day in the month in which the subject
Distribution
Date occurs, provided that, if a Class A-MFL Distribution
Conversion or a Class
A-JFL Distribution Conversion is in effect with respect to the
subject
Distribution Date, then the Interest Accrual Period applicable to
the Class
A-MFL Interest Distribution Amount or Class A-JFL Interest
Distribution Amount,
as applicable, for such Distribution Date will be the same as the
Interest
Accrual Period with respect to the Class A-MFL REMIC II Regular
Interest or
Class A-JFL REMIC II Regular Interest for such Distribution
Date.
"Interest Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the
Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be
entitled "Wells
Fargo Bank, N.A., as Trustee, in trust for the registered holders
of COBALT CMBS
Commercial Mortgage Trust 2007-C2, Commercial Mortgage
Pass-Through
Certificates, Series 2007-C2."
"Interest Reserve Amount" shall mean, with respect to each
Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs in February of any year and for any
Distribution
Date that occurs in January of any year that is not a leap year
(unless, in
either case, such Distribution Date is the Final Distribution
Date), an amount
equal to one day's interest accrued at the related Mortgage Rate
(net of the
related Additional Interest Rate in the case of any ARD Loan or
related REO
Mortgage Loan after the related Anticipated Repayment Date) on the
related
Stated Principal Balance as of the Due Date in the month in which
such
Distribution Date occurs (but prior to the application of any
amounts due on
such Due Date), to the extent that a Monthly Payment is Received in
respect
thereof for such Due Date as of the related Determination Date or a
P&I Advance
is made under this Agreement in respect thereof for such Due Date
by such
Distribution Date.
"Interest Reserve Mortgage Loan" shall mean any Mortgage Loan
that
accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO
Mortgage
Loan that relates to a predecessor Interest Reserve Mortgage
Loan.
"Interested Person" shall mean the Depositor, the Master
Servicer,
the Special Servicer, the Trustee, any Certificateholder, or any
Person known to
a Responsible Officer of the Trustee to be an Affiliate of any such
Person.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate, other than a Residual Interest
Certificate, that
is rated in one of the four highest generic rating categories by at
least one
Rating Agency.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"Late Collections" shall mean: (a) with respect to any Mortgage
Loan, all amounts Received in connection therewith during any
Collection Period,
whether as payments, Insurance Proceeds, Condemnation Proceeds,
Liquidation
Proceeds or otherwise, which represent late collections of the
principal and/or
interest portions of a Monthly Payment (other than a Balloon
Payment) or an
Assumed Monthly Payment in respect of such Mortgage Loan due or
deemed due on a
Due Date in a previous Collection Period, or on a Due Date
coinciding with or
preceding the Cut-off Date, and not previously recovered; and (b)
with respect
to any REO Loan, all amounts Received in connection with the
related REO
Property during any Collection Period, whether as Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which
represent late collections of the principal and/or interest
portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in
respect of the predecessor Mortgage Loan, or the principal and/or
interest
portions of an Assumed Monthly Payment in respect of such REO Loan,
due or
deemed due on a Due Date in a previous Collection Period and not
previously
recovered.
"Lead Master Servicer" shall mean each of the CD 2006-CD3
Master
Servicer with respect to the Ala Moana Portfolio Loan Combination
and the WBCMT
2007-C30 Master Servicer with respect to the Peter Cooper Village
& Stuyvesant
Town Loan Combination.
"Lead PSA" shall mean each of the CD 2006-CD3 PSA with respect
to
the Ala Moana Portfolio Loan Combination and the WBCMT 2007-C30 PSA
with respect
to the Peter Cooper Village & Stuyvesant Town Loan
Combination.
"Lead Special Servicer" shall mean each of the CD 2006-CD3
Special
Servicer with respect to the Ala Moana Portfolio Loan Combination
and the WBCMT
2007-C30 Special Servicer with respect to the Peter Cooper Village
& Stuyvesant
Town Loan Combination.
"Lead Trustee" shall mean each of the CD 2006-CD3 Trustee with
respect to the Ala Moana Portfolio Loan Combination and the WBCMT
2007-C30
Trustee with respect to the Peter Cooper Village & Stuyvesant
Town Loan
Combination.
"LIBOR" shall mean, with respect to the Class A-MFL and Class
A-JFL
Certificates and each Interest Accrual Period for the Class A-MFL
and Class
A-JFL Certificates, the rate for deposits in U.S. Dollars, for a
period equal to
one month, which appears on the Dow Jones Market Service (formerly
Telerate)
Page 3750 as of 11:00 a.m., London time, on the related LIBOR
Determination
Date. If that rate does not appear on Dow Jones Market Service Page
3750, LIBOR
for that Interest Accrual Period shall be determined on the basis
of the rates
at which deposits in U.S. Dollars are offered by any five major
reference banks
in the London interbank market selected by the Calculation Agent
under the
applicable Swap Agreement to provide that 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 the subject Interest Accrual Period
and in an
amount that is representative for a single such transaction in the
relevant
market at the relevant time. The Calculation Agent under the
applicable Swap
Agreement shall request the principal London office of any five
major reference
banks in the London interbank market selected by the Calculation
Agent to
provide a quotation of those rates, as offered by each such bank.
If at least
two such quotations are provided, LIBOR for that Interest Accrual
Period shall
be the arithmetic mean of the quotations. If fewer than two
quotations are
provided as requested, LIBOR for that Interest Accrual Period shall
be the
arithmetic mean of the rates quoted by major banks in New York City
selected by
the Calculation Agent under the applicable Swap Agreement, at
approximately
11:00 a.m., New York City time, on the related LIBOR Determination
Date with
respect to the subject Interest Accrual Period for loans in U.S.
Dollars to
leading European banks for a period equal to one month, commencing
on the LIBOR
Determination Date with respect to such Interest Accrual Period and
in an amount
that is representative for a single such transaction in the
relevant market at
the relevant time.
"LIBOR Business Day" is any day on which commercial banks are
open
for general business (including dealings in foreign exchange and
foreign
currency deposits) in London, England and/or New York, New
York.
"LIBOR Determination Date" for the Class A-MFL and Class A-JFL
Certificates means (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 applicable Interest Accrual Period thereafter, the
date that is
two LIBOR Business Days prior to the commencement of the subject
Interest
Accrual Period.
"Liquidation Event" shall mean: (a) with respect to any
Mortgage
Loan, any of the following events--(i) such Mortgage Loan is paid
in full, (ii)
a Final Recovery Determination is made with respect to such
Mortgage Loan, (iii)
such Mortgage Loan or related Loan Combination Trust Mortgage Loan
is
repurchased by the applicable Mortgage Loan Seller pursuant to
Section 2.03(a)
and the applicable Mortgage Loan Purchase Agreement, (iv) such
Mortgage Loan is
purchased by a Purchase Option Holder or its assignee pursuant to
Section 3.19,
(v) such Mortgage Loan is purchased by the Depositor, the Special
Servicer, a
Mortgage Loan Seller, a Controlling Class Certificateholder or the
Master
Servicer pursuant to Section 9.01, (vi) such Mortgage Loan is
purchased by the
holder of a related mezzanine loan on behalf of the related
Mortgagor in
connection with a Mortgage Loan default, as set forth in the
related
intercreditor agreement, or (vii) in the case of any of the Loan
Combination
Trust Mortgage Loans, such Loan Combination Trust Mortgage Loan is
purchased by
any related Companion Loan Noteholder or its designee pursuant to
the related
Co-Lender Agreement or the related Lead PSA; and (b) with respect
to any
Serviced REO Property (and the related REO Loan), any of the
following
events--(i) a Final Recovery Determination is made with respect to
such REO
Property, or (ii) such REO Property is purchased by the Depositor,
the Special
Servicer, a Mortgage Loan Seller, a Controlling Class
Certificateholder or the
Master Servicer pursuant to Section 9.01.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in connection with the liquidation
of any
Specially Serviced Mortgage Loan or Serviced REO Property pursuant
to Sections
3.09 or 3.19 (including legal fees and expenses, committee or
referee fees and,
if applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain
specified events
pursuant to Section 3.11(b).
"Liquidation Fee Rate" shall mean, with respect to each
Specially
Serviced Mortgage Loan or Serviced REO Property as to which a
Liquidation Fee is
payable, 1.00%.
"Liquidation Proceeds" shall mean cash amounts (other than
Insurance
Proceeds and REO Revenues) Received in connection with: (i) the
full or partial
liquidation of a Mortgaged Property or other collateral
constituting security
for a defaulted Mortgage Loan, through trustee's sale, foreclosure
sale, REO
Disposition or otherwise, exclusive of any portion thereof required
to be
released to the related Mortgagor in accordance with applicable law
and the
terms and conditions of the related Mortgage Note and Mortgage;
(ii) the
realization upon any deficiency judgment obtained against a
Mortgagor; (iii) the
purchase of a Specially Serviced Mortgage Loan by a Purchase Option
Holder or
its assignee pursuant to Section 3.19; (iv) the repurchase of a
Mortgage Loan by
the applicable Mortgage Loan Seller(s) pursuant to Section 2.03(a)
and the
applicable Mortgage Loan Purchase Agreement(s); (v) the purchase of
a Mortgage
Loan or REO Property by the Depositor, a Mortgage Loan Seller, the
Special
Servicer, a Controlling Class Certificateholder or the Master
Servicer pursuant
to Section 9.01; (vi) the purchase of a Mortgage Loan by the holder
of a related
mezzanine loan on behalf of the related Mortgagor in connection
with a Mortgage
Loan default, as set forth in the related intercreditor agreement;
or (vii) in
the case of any of the Loan Combination Trust Mortgage Loans, the
purchase of
such Mortgage Loan by any related Companion Loan Noteholder or its
designee
pursuant to the Co-Lender Agreement or the related Lead PSA.
"Loan" shall mean any Mortgage Loan or Companion Loan.
"Loan Combination" shall have the meaning assigned thereto in
the
Preliminary Statement (and shall include any successor REO
Loans).
"Loan Combination Custodial Account" shall mean, with respect to
any
Serviced Loan Combination, the segregated account or sub-accounts
created and
maintained by the Master Servicer pursuant to Section 3.04A on
behalf of the
Holders of such Loan Combination.
"Loan Combination Directing Holder" with respect to any Loan
Combination, will be as follows:
(a) with respect to the Peter Cooper Village & Stuyvesant Town
Loan
Combination, the "Directing Certificateholder" within the meaning
of the
related
Lead PSA;
(b) with respect to the Ala Moana Portfolio Loan Combination,
the
"Controlling Holder" within the meaning of the related
Co-Lender
Agreement;
(c) with respect to the Palisades Village Center Loan
Combination,
the
"Controlling Holder" within the meaning of the related
Co-Lender
Agreement;
and
(d) with respect to the Yolo County General Services Building -
Woodland,
CA Loan Combination, the "Controlling Holder" within the
meaning
of the
related Co-Lender Agreement.
"Loan Combination Mortgaged Property" shall mean any of the
properties securing a Loan Combination.
"Loan Combination Noteholders" shall mean, with respect to each
Loan
Combination, the Trustee, as holder of the Mortgage Note or
Mortgage Notes for
the related Loan Combination Trust Mortgage Loan and the related
Companion Loan
Noteholder.
"Loan Combination Remittance Amount" shall mean, with respect to
any
Master Servicer Remittance Date and each Serviced Loan Combination,
an amount
equal to: (a) the aggregate amount of (i) all payments and other
collections on
or with respect to the applicable Loan Combination and the related
Mortgaged
Property (if it becomes an REO Property) that (A) were received as
of the close
of business on the immediately preceding Determination Date and (B)
are on
deposit or are required to be on deposit in the related Loan
Combination
Custodial Account as of 12:00 noon (New York City time) on such
Master Servicer
Remittance Date, including any such payments and other collections
transferred
to the related Loan Combination Custodial Account from the related
Loan
Combination REO Account (if established), and (ii) any and all
P&I Advances made
with respect to the Loan Combination Trust Mortgage Loan(s); net of
(b) the
portion of the aggregate amount described in clause (a) of this
definition that
represents one or more of the following--(i) Monthly Payments that
are due on a
Due Date following the end of the related Collection Period, (ii)
any amount
payable or reimbursable to any Person from the related Loan
Combination
Custodial Account pursuant to clauses (ii) through (xv) of Section
3.05A, and
(iii) any amounts deposited in the related Loan Combination
Custodial Account in
error.
"Loan Combination Remittance Date" shall mean, (i) with respect
to
each Serviced Companion Loan that is not an asset of a
securitization, the
Master Servicer Remittance Date, and (ii) in the case of each other
Serviced
Companion Loan that is an asset of a securitization, the earlier of
(A) the
Master Servicer Remittance Date and (B) the Business Day prior to
the date that
is the equivalent to the "Master Servicer Remittance Date" in
such
securitization but in no event earlier than the first Business Day
following the
Determination Date.
"Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination the segregated account or accounts
created and
maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the
Certificateholders and the related Companion Noteholders, which
shall be
entitled "CWCapital Asset Management LLC, as Special Servicer, in
trust for
Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of
COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage
Pass-Through
Certificates, Series 2007-C2," and for [NAMES OF COMPANION LOAN
NOTEHOLDERS], as
their interests may appear."
"Loan Combination REO Property" shall mean the Loan Combination
Mortgaged Property, if such Mortgaged Property becomes an REO
Property
hereunder.
"Loan Combination Servicing Reports" shall mean, with respect to
any
Serviced Loan Combination, each of the CMSA Delinquent Loan Status
Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report,
CMSA REO Status
Report, Loan Payoff Notification Report, CMSA Loan Periodic Update
File, CMSA
Property File, CMSA Loan Level Reserve/LOC Report, CMSA Financial
File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement
Analysis
Report, CMSA NOI Adjustment Worksheet and CMSA Comparative
Financial Status
Report.
"Loan Combination Trust Mortgage Loan" shall mean, with respect
to
any Loan Combination, the portion of such Loan Combination that is
a Mortgage
Loan in the Trust.
"Lockout Period" shall mean, with respect to any Mortgage Loan
that
prohibits the Mortgagor from prepaying such Mortgage Loan until a
date specified
in the related Mortgage Note or other Mortgage Loan document, the
period from
the Closing Date until such specified date.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any Class of Principal Balance Certificates
(other
than the Class A-MFL and Class A-JFL Certificates) or the Class
A-MFL
REMIC II Regular Interest and Class A-JFL REMIC II Regular
Interest,
for any
Distribution Date, the total amount of all Unfunded Principal
Balance
Reductions, if any, incurred by (but not reimbursed to) the
Holders of
such Class of Certificates or the Class A-MFL REMIC II Regular
Interest
or Class A-JFL REMIC II Regular Interest on all prior
Distribution Dates, if any; and
(b) with respect to any Uncertificated Lower-Tier Interest, for
any
Distribution Date, the total amount of all Unfunded Principal
Balance
Reductions, if any, incurred by (but not reimbursed to) the
Lower-Tier
REMIC with
respect to such Uncertificated Lower-Tier Interest on all prior
Distribution Dates, if any.
For purposes of this definition: (x) any increase in the Class
Principal Balance of any Class of Principal Balance Certificates
(other than the
Class A-MFL and Class A-JFL Certificates) or the Class A-MFL REMIC
II Regular
Interest or Class A-JFL REMIC II Regular Interest pursuant to
Section 4.05(a)
shall constitute a reimbursement to the Holders of such Class of
Principal
Balance Certificates or the Class A-MFL REMIC II Regular Interest
or Class A-JFL
REMIC II Regular Interest of any related Unfunded Principal Balance
Reductions;
and (y) any increase in the Lower-Tier Interest Principal Balance
of any
Uncertificated Lower-Tier Interest pursuant to Section 4.05(c)
shall constitute
a reimbursement to the Lower-Tier REMIC with respect to any related
Unfunded
Principal Balance Reductions relating to such Uncertificated
Lower-Tier
Interest.
"Lower-Tier Distribution Account" shall mean the sub-account
deemed
to be a part of the Distribution Account and maintained by the
Trustee pursuant
to Section 3.04(b).
"Lower-Tier Distribution Amount" shall mean the aggregate of
amounts
distributable to the Uncertificated Lower-Tier Interests pursuant
to Section
4.01(i).
"Lower-Tier Interest Principal Reinstatement Amount" shall have
the
meaning assigned thereto pursuant to Section 4.05(c).
"Lower-Tier REMIC" shall mean the segregated pool of assets
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made, and
consisting
of: (i) the Mortgage Loans as from time to time are subject to this
Agreement
and all payments under and proceeds of such Mortgage Loans received
by the Trust
after the Closing Date (other than scheduled payments of interest
and principal
due on or before the Cut-off Date, and other than Post-ARD
Additional Interest
Received in respect of any ARD Loan after its Anticipated Repayment
Date),
together with all documents included in the related Mortgage Files;
(ii) any
Serviced REO Properties as from time to time are subject to this
Agreement and
all income and proceeds therefrom (to the extent not allocable to a
Companion
Loan) and a beneficial interest in the applicable portion of any
REO Property
under the applicable Lead PSA for the Non-Serviced Trust Loans; and
(iii) such
funds or assets as from time to time are deposited in the Pool
Custodial
Account, each Loan Combination Custodial Account (to the extent not
related to
the Companion Loans), the Lower-Tier Distribution Account, the
Interest Reserve
Account and, if established, the Pool REO Account and each Loan
Combination REO
Account (to the extent not related to the Companion Loans).
"Master Servicer" shall mean Wachovia Bank, National Association
in
its capacity as master servicer hereunder, or any successor master
servicer
appointed as herein provided.
"Master Servicer Remittance Amount" shall mean, with respect to
any
Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of
all payments and other collections on or with respect to the
Serviced Loans and
the Non-Serviced Trust Loans and any related REO Properties
(including, with
respect to the other Non-Serviced Trust Loans, payment remitted by,
or advances
made by, the applicable Lead Master Servicer) that (A) were
Received as of the
close of business on the immediately preceding Determination Date
(or in the
case of the Non-Serviced Trust Loans, as of 12:00 noon (New York
City time) on
the Master Servicer Remittance Date) and (B) are on deposit or are
required to
be on deposit in the Pool Custodial Account as of 12:00 noon (New
York City
time) on such Master Servicer Remittance Date, including any such
payments and
other collections transferred to the Pool Custodial Account from
the Pool REO
Account (if established); net of (b) the portion of the aggregate
amount
described in clause (a) of this definition that represents one or
more of the
following--(i) Monthly Payments that are due on a Due Date
following the end of
the related Collection Period (which shall be deemed to include
Monthly Payments
in respect of the Mortgage Loan identified on the Mortgage Loan
Schedule as
Albertson's Pad at University Town Center due in the calendar month
in which
such Master Servicer Remittance Date occurs, which shall be
remitted to the
Trustee as part of the Master Servicer Remittance Amount in the
next following
calendar month), (ii) any amount payable or reimbursable to any
Person from the
Pool Custodial Account pursuant to clauses (ii) through (xviii) of
Section
3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in
the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean the date each
month,
commencing in May 2007, on which, among other things, the Master
Servicer is
required to (i) make P&I Advances and (ii) transfer the Master
Servicer
Remittance Amount and any Excess Liquidation Proceeds to the
Trustee, which date
shall be the Business Day immediately preceding each Distribution
Date by 1 p.m.
(New York City time).
"Master Servicing Fee" shall mean, with respect to each
Serviced
Loan and the Non-Serviced Trust Loans (and, in each case, any
successor REO Loan
with respect thereto), the fee designated as such and payable to
the Master
Servicer pursuant to Section 3.11(a). The Master Servicing Fee
includes any
servicing fees payable to any third-party servicers that
sub-service or primary
service the loans on behalf of the Master Servicer, but does not
include any
primary servicing fee payable with respect to a Non-Serviced Trust
Loan to the
applicable Lead Master Servicer under the applicable Lead PSA.
"Master Servicing Fee Rate" shall mean, with respect to each
Serviced Loan and the Non-Serviced Trust Loans and any successor
REO Loan, the
rate per annum specified as such on the Mortgage Loan Schedule.
With respect to
each Loan Combination, the Master Servicing Fee Rate for the
related Mortgage
Loan may be different than the Master Servicing Fee Rate for the
related
Companion Loan, as more particularly set forth on the Mortgage Loan
Schedule.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Document Defect" shall have the meaning assigned
thereto
in Section 2.03(a).
"Modified Loan" shall mean any Serviced Loan as to which any
Servicing Transfer Event has occurred and which has been modified
by the Special
Servicer pursuant to Section 3.21 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing Monthly
Payments
current with respect to such Mortgage Loan);
(b) except as expressly contemplated by the related Mortgage
Loan
documents,
results in a release of the lien of the related Mortgage on any
material
portion of the related Mortgaged Property without a
corresponding
Principal
Prepayment in an amount, or the delivery of substitute real
property
collateral with a fair market value (as is), that is not less
than the
fair market value (as is) of the property to be released, as
determined
by an appraisal delivered to the Special Servicer (at the
expense of
the related Mortgagor and upon which the Special Servicer may
conclusively rely); or
(c) in the reasonable, good faith judgment of the Special
Servicer,
otherwise
materially impairs the security for such Mortgage Loan or
materially
reduces the likelihood of timely payment of amounts due
thereon.
"Monthly Payment" shall mean, with respect to any Mortgage Loan,
as
of any Due Date, the scheduled monthly debt service payment (or, in
the case of
any ARD Loan after its Anticipated Repayment Date, the monthly debt
service
payment required to be paid on a current basis) on such Mortgage
Loan that is
actually payable by the related Mortgagor from time to time under
the terms of
the related Mortgage Note (as such terms may be changed or modified
in
connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or by reason of a modification, extension, waiver or
amendment granted
or agreed to by the Special Servicer pursuant to Section 3.21),
including any
Balloon Payment payable in respect of such Mortgage Loan on such
Due Date;
provided that the Monthly Payment due in respect of any Mortgage
Loan shall not
include Default Interest; provided, further, that the Monthly
Payment due in
respect of any ARD Loan after its Anticipated Repayment Date shall
not include
Post-ARD Additional Interest.
"Moody's" shall mean Moody's Investors Service, Inc.
"Mortgage" shall mean, with respect to any Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
the related Mortgage Note and creates a lien on the related
Mortgaged Property.
"Mortgage File" shall mean:
(a) with respect to any Mortgage Loan and, in the case of any
Loan
Combination, any Companion Loan, the following documents
collectively
(which, in
the case of a Loan Combination, except for the Mortgage Note
referred
to in clause (i) and clause (vi) of this definition, relates to
an entire
Loan Combination):
(i) (A) the original executed Mortgage Note for such Mortgage
Loan, endorsed (without recourse, representation or warranty,
express or implied) to the order of "Wells Fargo Bank, N.A., as
trustee for the registered holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through
Certificates, Series 2007-C2" or in blank, and further showing
a
complete, unbroken chain of endorsement from the originator (if
such
originator is not the Mortgage Loan Seller) (or, alternatively,
if
the original executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage Note), and
(B)
in the case of a Loan Combination, a copy of the executed
Mortgage
Note for the related Companion Loan;
(ii) an original or certified copy of the Mortgage, together
with originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon;
(iii) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage),
together
with originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon;
(iv) an original executed assignment, in recordable form
(except for recording information not yet available if the
instrument being assigned has not been returned from the
applicable
recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from
the
Mortgage), in favor of "Wells Fargo Bank, N.A., in its capacity
as
trustee for the registered holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through
Certificates, Series 2007-C2" (or, in each case, a copy
thereof,
certified to be the copy of such assignment submitted for
recording);
(v) an original or copy of the assignment of all unrecorded
documents relating to the Mortgage Loan, in favor of "Wells
Fargo
Bank, N.A., as trustee for the registered holders of COBALT
CMBS
Commercial Mortgage Trust 2007-C2, Commercial Mortgage
Pass-Through
Certificates, Series 2007-C2";
(vi) originals or copies of final written modification
agreements in those instances where the terms or provisions of
the
Mortgage Note for such Mortgage Loan (or, if applicable, a
Mortgage
Note of a Loan Combination) or the related Mortgage have been
modified as to a monetary term or other material term thereof,
in
each case (unless the particular item has not been returned from
the
applicable recording office) with evidence of recording
indicated
thereon if the instrument being modified is a recordable
document;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such
Mortgage
Loan (or, if such policy has not been issued, a "marked-up" pro
forma title policy marked as binding and countersigned by the
title
insurer or its authorized agent, or an irrevocable, binding
commitment to issue such title insurance policy);
(viii) filed copies (with evidence of filing) of any prior
effective UCC Financing Statements in favor of the originator
of
such Mortgage Loan or in favor of any assignee prior to the
Trustee
(but only to the extent the applicable Mortgage Loan Seller had
possession of such UCC Financing Statements prior to the
Closing
Date) and an original UCC-2 or UCC-3 assignment thereof, as
appropriate, in form suitable for filing, in favor of "Wells
Fargo
Bank, N.A., in its capacity as trustee for the registered holders
of
COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial
Mortgage
Pass-Through Certificates, Series 2007-C2";
(ix) an original or copy of the related Ground Lease relating
to such Mortgage Loan, if any;
(x) an original or copy of the related loan agreement, if any;
(xi) an original of the related guaranty of payment under, or
an original of the letter of credit (which original shall be
delivered by the Trustee to the Master Servicer with a copy
retained) in connection with, such Mortgage Loan, if any;
(xii) an original or copy of the lock-box agreement or cash
management agreement relating to such Mortgage Loan, if any;
(xiii) an original or copy of the environmental indemnity from
the related Mortgagor, if any;
(xiv) an original or copy of the related security agreement
(if such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments
thereof;
(xv) an original assignment of the related security agreement
(if such item is a document separate from the Mortgage and if
such
item is not included in the assignment described in clause (v)),
in
favor of "Wells Fargo Bank, N.A., in its capacity as trustee for
the
registered
holders of COBALT CMBS Commercial Mortgage Trust 2007-C2,
Commercial Mortgage Pass-Through Certificates, Series 2007-C2";
(xvi) in the case of a Loan Combination, a copy of the related
Co-Lender Agreement;
(xvii) in the case of any Mortgage Loan as to which there
exists a related mezzanine loan, the original or a copy of the
related intercreditor agreement;
(xviii) an original or copy of any related Environmental
Insurance Policy; and
(xix) with respect to hospitality properties, a signed copy of
the franchise agreement (if any), franchisor comfort letter (if
any)
and transfer documents for such comfort letter;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (a)(vi) and (a)(ix) through (a)(xix) of this
definition,
shall be deemed to include such documents only to the extent the
Trustee or a
Custodian on its behalf has actual knowledge of their existence;
provided,
further, with respect to the Non-Serviced Trust Loans, the
"Mortgage File" shall
consist solely of the original Mortgage Note (and all intervening
endorsements)
referred to clause (a)(i) of this definition and copies of the
"mortgage file"
delivered under the applicable Lead PSA.
"Mortgage Loan" shall mean each of the mortgage loans listed on
the
Mortgage Loan Schedule and from time to time held in the Trust
Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage
Note(s), Mortgage
and other security documents contained in the related Mortgage File
or otherwise
held on behalf of the Trust. The term "Mortgage Loan" includes the
"Loan
Combination Trust Mortgage Loan" portion of each Loan Combination,
but does not
include any Companion Loans.
"Mortgage Loan Payoff Notification Report" shall mean a report
containing substantially the information described in Exhibit E
attached hereto,
and setting forth for each Mortgage Loan as to which written notice
of
anticipated payoff has been received by the Master Servicer as of
the
Determination Date preceding the delivery of such report, among
other things,
the mortgage loan number, the property name, the ending scheduled
loan balance
for the Collection Period ending on such Determination Date, the
expected date
of payment, the expected related Distribution Date and the
estimated amount of
the Yield Maintenance Charge or Prepayment Premium due (if
any).
"Mortgage Loan Purchase Agreement" shall mean each of the
Mortgage
Loan Purchase Agreements dated as of April 1, 2007 and entered into
by and
between the Depositor and the applicable Mortgage Loan Seller.
"Mortgage Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust
Fund,
attached hereto as Schedule I (and also delivered to the Trustee
and the Master
Servicer in a computer readable format). Such list shall set forth
the following
information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip code)
and name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Monthly Payment due on the first Due
Date following the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the Interest Accrual Basis;
(ix) the (A) Administrative Cost Rate, and (B) Master
Servicing Fee Rate (separately identifying any primary servicing
fee
rate or sub-servicing fee rate included in the Master Servicing
Fee
Rate, and in the case of each Loan Combination, separately
identifying the Master Servicing Fee Rate applicable to each Loan
in
such Loan Combination);
(x) whether the Mortgage Loan is secured by a Ground Lease;
(xi) the Mortgage Loan Seller(s);
(xii) the originator;
(xiii) whether the related Mortgage Loan is a Defeasance Loan;
(xiv) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and the Cross-Collateralized Group to which it
belongs; and
(xv) whether there is a letter of credit in place for the
related Mortgage Loan.
(xvi) whether such Mortgage Loan is an ARD Loan and, if so,
the Anticipated Repayment Date and Additional Interest Rate;
and
(xvii) whether such Mortgage Loan is part of a Serviced Loan
Combination, in which case the information required by clauses
(iii), (iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be
set
forth for the Companion Loan in such Loan Combination.
"Mortgage Loan Sellers" shall mean each of CWCapital LLC,
Wachovia
Bank, National Association, Citigroup Global Markets Realty Corp.
and Artesia
Mortgage Capital Corporation.
"Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with
any rider, addendum or amendment thereto, or any renewal,
substitution or
replacement of such note or notes.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loans, collectively. The Mortgage Pool does
not include
any Companion Loans or any related REO Loan.
"Mortgage Pool Data Update Report" shall mean, with respect to
any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Mortgage Loans as of the end of the related Collection Period,
which report
shall contain substantially the categories of information regarding
the Mortgage
Loans set forth on Annex A-1 to the Prospectus Supplement
(calculated, where
applicable, on the basis of the most recent relevant information
provided by the
Mortgagors to the Master Servicer or the Special Servicer, as the
case may be,
and by the Master Servicer or the Special Servicer, as the case may
be, to the
Trustee), and which information shall be presented in tabular
format
substantially similar to the format utilized on such annex and
shall also
include a loan-by-loan listing (in prospectus number order) showing
loan number,
property type, location, ending scheduled balance, Mortgage Rate,
paid-through
date, maturity date, gross interest portion of the Monthly Payment,
principal
portion of the Monthly Payment, and any Prepayment Premium or Yield
Maintenance
Charge received.
"Mortgage Rate" shall mean, with respect to each Mortgage Loan
(and
any successor REO Loan with respect thereto), the related
annualized rate at
which interest is scheduled (in the absence of a default) to accrue
on such
Mortgage Loan from time to time in accordance with the related
Mortgage Note and
applicable law, as such rate may be modified in accordance with
Section 3.21 or
in connection with a bankruptcy, insolvency or similar proceeding
involving the
related Mortgagor. In the case of any ARD Loan, the related
Mortgage Rate shall
increase in accordance with the related Mortgage Note if the
particular Mortgage
Loan is not paid in full by its Anticipated Repayment Date.
Notwithstanding the
foregoing, 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 Mortgage Rate of such Mortgage
Loan for any
one-month period preceding a related Due Date shall 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) in respect of such Mortgage Loan during such one-month
period at the
related Mortgage Rate; provided, however, that with respect to any
Interest
Reserve Mortgage Loan, the Mortgage Rate for (A) the one-month
period preceding
the Due Dates that occur in January and February in any year that
is not a leap
year or the one-month period preceding the Due Date that occurs in
February in
any year that is a leap year (in either case, unless the related
Distribution
Date is the Final Distribution Date) will be determined exclusive
of the
Interest Reserve Amount withheld from that month, and (B) the
one-month period
preceding the Due Date in March (or February, if the related
Distribution Date
is Final Distribution Date) will be determined inclusive of the
Interest Reserve
Amount(s), as applicable, withheld from the immediately preceding
February and,
if applicable, January.
"Mortgaged Property" shall mean the real property (together with
all
improvements and fixtures thereon) subject to the lien of a
Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context may require, the obligor or obligors under a Mortgage Loan,
including
any Person that has not signed the related Mortgage Note but owns
an interest in
the related Mortgaged Property, which interest has been encumbered
to secure
such Mortgage Loan.
"Mortgagor Affiliate Holder" shall mean any Certificateholder
or
Companion Loan Noteholder that is a Mortgagor or an Affiliate of
the Mortgagor
(including any Certificateholder or its Affiliate or any Companion
Loan
Noteholder or its Affiliate, in each case, that was a lender of the
Mortgagor
and has foreclosed on the equity interests in the Mortgagor or
any
Certificateholder or Companion Loan Noteholder that acquires,
directly or
through an Affiliate, a direct equity interest in the Mortgaged
Property).
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date and any Serviced Loan, the amount,
if any, by
which (a) the aggregate of all Prepayment Interest Shortfalls
incurred in
connection with the receipt of Principal Prepayments and/or,
insofar as they
result from the application of Insurance Proceeds and/or
Condemnation Proceeds,
other early recoveries of principal Received on such Mortgage Loans
(including
Specially Serviced Mortgage Loans) during the related Collection
Period, exceeds
(b) the aggregate amount deposited by the Master Servicer in the
Distribution
Account for such Distribution Date pursuant to Section 3.20(a) in
connection
with such Prepayment Interest Shortfalls.
"Net Default Charges" shall have the meaning assigned thereto
in
Section 3.27(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any Collection Period, the amount, if any, by which the
aggregate of
all interest and other income realized during such Collection
Period on funds
held in such Investment Account (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
Mortgage Loan documents and applicable law), exceeds the aggregate
of all
losses, if any, incurred during such Collection Period in
connection with the
investment of such funds in accordance with Section 3.06
(exclusive, in the case
of a Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of
any portion of such losses that were incurred in connection with
investments
made for the benefit of a Mortgagor).
"Net Investment
Loss" shall mean, with respect to any Investment
Account for any Collection Period, the amount by which the
aggregate of all
losses, if any, incurred during such Collection Period in
connection with the
investment of funds held in such Investment Account in accordance
with Section
3.06 (exclusive, in the case of a Servicing Account, a Reserve
Account or the
Defeasance Deposit Account, of any portion of such losses that were
incurred in
connection with investments made for the benefit of a Mortgagor),
exceeds the
aggregate of all interest and other income realized during such
Collection
Period on such funds (exclusive, in the case of a Servicing
Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such
interest or
other income payable to a Mortgagor in accordance with the related
Mortgage Loan
documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of
all
Liquidation Proceeds received with respect to any Specially
Serviced Mortgage
Loan or REO Property, over the amount of all Liquidation Expenses
incurred with
respect thereto.
"Net Mortgage Rate" shall mean 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 (excluding, if applicable, the portion
thereof
comprised of the Additional Interest Rate following the related
Anticipated
Repayment Date), minus the Administrative Cost Rate; provided,
however, 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 Master
Servicer or Special Servicer or resulting from a bankruptcy,
insolvency or
similar proceeding involving the Mortgagor.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration Received with respect to any Mortgage Loan or REO
Mortgage Loan,
net of any Workout Fee or Liquidation Fee payable therefrom.
"New Lease" shall mean any lease of REO Property (other than
with
respect to a Non-Serviced Trust Loan) entered into at the direction
of the
Special Servicer, including any lease renewed, modified or extended
on behalf of
the Trustee and, in the case of any Serviced Loan Combination, the
related
Companion Loan Noteholder, if the Trust has the right to
renegotiate the terms
of such lease.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance
or Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement
Amounts shall
constitute a Nonrecoverable Advance only when the Person making
such
determination or the Special Servicer 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 that such
Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from
Late Collections
or any other recovery on or in respect of the related Mortgage
Loan, Loan
Combination or REO Loan, or (b) has determined that such
Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed
Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance)
or
unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from
the principal portion of future general collections on the Mortgage
Loans and
REO Properties. Any determination as to whether an Advance is or,
if made, would
be a Nonrecoverable Advance, if made by the Master Servicer or the
Special
Servicer shall be made in accordance with the Servicing Standard
and if made by
the Trustee shall be made in such party's reasonable, good faith
judgment. The
Master Servicer and the Trustee shall conclusively rely on and be
bound by the
Special Servicer's determination that a P&I Advance or
Servicing Advance is
nonrecoverable; provided, however, that in the absence of such
determination by
the Special Servicer, the Master Servicer and the Trustee will be
entitled to
make their own determination that a P&I Advance or Servicing
Advance is
nonrecoverable, and in no event shall a determination by the
Special Servicer
that a previously made or proposed P&I Advance or Servicing
Advance would be
recoverable be binding on the Master Servicer or the Trustee.
"Nonrecoverable P&I Advance" shall mean with respect to any
Mortgage
Loan, any P&I Advance previously made or proposed to be made in
respect of such
Mortgage Loan or a related REO Loan by the Master Servicer or the
Trustee, which
P&I Advance such party or the Special Servicer has determined
will not be
ultimately recoverable from late payments, Insurance Proceeds,
Condemnation
Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such
Mortgage Loan, Loan Combination or REO Loan, as the case may be.
Any
determination as to whether a P&I Advance is or, if made, would
be a
Nonrecoverable P&I Advance, if made by the Master Servicer or
the Special
Servicer shall be made in accordance with the Servicing Standard
and if made by
the Trustee shall be made in such party's reasonable, good faith
judgment.
"Nonrecoverable Servicing Advance" shall mean any Servicing
Advance
previously made or proposed to be made in respect of a Serviced
Loan or Serviced
REO Property by the Master Servicer, the Special Servicer or the
Trustee, which
Servicing Advance such party or the Special Servicer has determined
will not be
ultimately recoverable from late payments, Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds, or any other recovery on or in
respect of such
Mortgage Loan or REO Property, as the case may be. Any Servicing
Advance that is
(i) not required to be repaid by the related Mortgagor under the
terms of the
related Mortgage Loan documents or (ii) cannot be collected from
the Mortgagor
under applicable law shall be deemed to be a Nonrecoverable Advance
for purposes
of the Master Servicer's, the Special Servicer's, the Trustee's
entitlement to
reimbursement for such Advance. Any determination as to whether a
Servicing
Advance is or, if made, would be a Nonrecoverable Servicing
Advance, if made by
the Master Servicer or the Special Servicer shall be made in
accordance with the
Servicing Standard and if made by the Trustee shall be made in such
party's
reasonable, good faith judgment.
"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the Class A-MFL, Class A-JFL, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, Class X,
Class R-I, Class
R-II and Class Y Certificates are Non-Registered Certificates.
"Non-Serviced Companion Loan" shall mean each of (i) the Ala
Moana
Portfolio Pari Passu Companion Loans and the Ala Moana Portfolio
Subordinate
Companion Loans and (ii) the Peter Cooper Village & Stuyvesant
Town Pari Passu
Companion Loans.
"Non-Serviced Loan Combination" shall mean, individually or
collectively, as applicable, (i) the Ala Moana Portfolio Loan
Combination and
(ii) the Peter Cooper Village & Stuyvesant Town Loan
Combination.
"Non-Serviced Trust Loan" shall mean each of (i) the Ala Moana
Portfolio Trust Loan and (ii) the Peter Cooper Village &
Stuyvesant Town Trust
Loan.
"Non-United States Tax Person" shall mean any Person other than
a
United States Tax Person.
"Notional Amount" means, as of any date of determination: (i)
with
respect to all of the Class X Certificates as a Class, the Class X
Notional
Amount as of such date of determination; and (ii) with respect to
any Class X
Certificate, the product of the Percentage Interest evidenced by
such
Certificate and the Class X Notional Amount as of such date of
determination.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer, the Special Servicer or
Additional
Servicer, as the case may be, or by a Responsible Officer of the
Trustee, and
shall mean with respect to any other Person, a certificate signed
by any of the
Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice
President or Managing Director, an Assistant Vice President or any
other
authorized officer (however denominated) or another officer
customarily
performing functions similar to those performed by any of the above
designated
officers or, with respect to a particular matter, any other officer
to whom such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject.
"Opinion of Counsel" shall mean a written opinion of counsel,
who
may, without limitation, be salaried counsel for the Depositor, the
Master
Servicer or the Special Servicer, acceptable in form and delivered
to the
Trustee or any other specified Person, as the case may be, except
that any
opinion of counsel relating to (a) the qualification of the
Lower-Tier REMIC or
the Upper-Tier REMIC as a REMIC, (b) compliance with the REMIC
Provisions, (c)
qualification of the Grantor Trust as a grantor trust, (d)
compliance with the
Grantor Trust Provisions, (e) whether any act or event would cause
an Adverse
REMIC Event or Adverse Grantor Trust Event or (f) the resignation
of the Master
Servicer or the Special Servicer pursuant to this Agreement, must
be a written
opinion of Independent counsel acceptable to and delivered to the
Trustee or any
other specified Person, as the case may be.
"Original Class Principal Balance" shall mean, with respect to
any
Class of Principal Balance Certificates, the initial Class
Principal Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"Original Uncertificated Principal Balance" shall mean the
amount
set forth under the column bearing such title in the table in the
Preliminary
Statement hereto.
"OTS" shall mean the Office of Thrift Supervision or any
successor
thereto.
"Ownership Interest" shall mean, 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" shall mean, as to any Mortgage Loan or a related
REO
Loan, any advance made by the Master Servicer or the Trustee
pursuant to Section
4.03 or 4.03A.
"Palisades Village Center Loan Combination" shall have the
meaning
assigned thereto in the Preliminary Statement.
"Palisades Village Center Subordinate Companion Loan" shall have
the
meaning assigned thereto in the Preliminary Statement.
"Palisades Village Center Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.
"Pari Passu Companion Loan" shall have the meaning assigned
thereto
in the Preliminary Statement.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates for any Interest
Accrual
Period, 5.0640% per annum;
(b) with respect to the Class A-2 Certificates for any Interest
Accrual
Period, 5.3340% per annum;
(c) with respect to the Class A-AB Certificates for any
Interest
Accrual
Period, an annual rate equal to 5.4160% per annum;
(d) with respect to the Class A-3 Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.4840% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(e) with respect to the Class A-1A Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.4770% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(f) with respect to the Class A-MFX Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.5260% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(g) with respect to the Class A-MFL Certificates, (A) for any
Distribution Date with respect to which Class A-MFL
Distribution
Conversion
does not exist, the per annum rate, expressed as a percentage,
equal to
LIBOR plus 0.23% per annum, and (B) for any Distribution Date
with
respect to which a Class A-MFL Distribution Conversion does
exist,
the Pass
Through Rate for the Class A-MFL REMIC II Regular Interest for
that
Distribution Date;
(h) With respect to the Class A-MFL REMIC II Regular Interest
for
any
Interest Accrual Period, an annual rate equal to the lesser of
(A)
5.461% per
annum and (B) the Weighted Average Net Mortgage Rate;
(i) with respect to the Class A-JFX Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.5680% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(j) with respect to the Class A-JFL Certificates, (A) for any
Distribution Date with respect to which Class A-JFL
Distribution
Conversion
does not exist, the per annum rate, expressed as a percentage,
equal to
LIBOR plus 0.27% per annum, and (B) for any Distribution Date
with
respect to which a Class A-JFL Distribution Conversion does
exist,
the Pass
Through Rate for the Class A-JFL REMIC II Regular Interest for
that
Distribution Date;
(k) With respect to the Class A-JFL REMIC II Regular Interest
for
any
Interest Accrual Period, an annual rate equal to the lesser of
(A)
5.502% per
annum and (B) the Weighted Average Net Mortgage Rate;
(l) with respect to the Class B Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.6170% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(m) with respect to the Class C Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.6460% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(n) with respect to the Class D Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.6860% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(o) with respect to the Class E Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.7160% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(p) with respect to the Class F Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (A) 5.7360% per
annum and
(B) the Weighted Average Net Mortgage Rate;
(q) with respect to the Class G Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate minus 0.0156% per
annum;
(r) with respect to the Class H, Class J and Class K
Certificates
for any
Interest Accrual Period, an annual rate equal to the Weighted
Average
Net Mortgage Rate;
(s) with respect to each of the Class L, Class M, Class N, Class
O,
Class P,
Class Q and Class S Certificates for any Interest Accrual
Period,
an annual
rate equal to the lesser of (A) 5.1400% per annum and (B) the
Weighted
Average Net Mortgage Rate; and
(t)
with respect to the Class X Certificates for any Interest
Accrual
Period, an annual rate equal to the weighted average of the
Class
X Strip
Rates for the Components for such Distribution Date (weighted
on
the basis
of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date).
"PCAOB" means the Public Company Accounting Oversight Board.
"Percentage Interest" shall mean: (a) with respect to any
Regular
Interest Certificate, the portion of the relevant Class evidenced
by such
Certificate, expressed as a percentage, the numerator of which is
the
Certificate Principal Balance or Notional Amount, as the case may
be, of such
Certificate as of the Closing Date, as specified on the face
thereof, and the
denominator of which is the Original Class Principal Balance or
initial Notional
Amount, as the case may be, of the relevant Class; and (b) with
respect to
Residual Interest Certificate, the percentage interest in
distributions to be
made with respect to the relevant Class, as stated on the face of
such
Certificate.
"Performance Certification" shall have the meaning assigned to
such
term in Section 11.06.
"Performing Party" shall have the meaning assigned to such term
in
Section 11.06.
"Performing Serviced Loan" shall mean any Serviced Loan as to
which
a Servicing Transfer Event has never occurred and any Corrected
Mortgage Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto
in
Section 2.04(b)(viii).
"Permitted Investments" shall mean any one or more of the
following
obligations or securities (including obligations or securities of
the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof (having original maturities
of
not more than 365 days), provided that such obligations are
backed
by the full faith and credit of the United States. Such
obligations
must be limited to those instruments that have a predetermined
fixed
dollar amount of principal due at maturity that cannot vary or
change. Interest may either be fixed or variable. If such
interest
is variable, interest must be tied to a single interest rate
index
plus a single fixed spread (if any), and move proportionately
with
that index;
(ii) repurchase obligations with respect to any security
described in clause (i) of this definition (having original
maturities of not more than 365 days), provided that the
short-term
deposit or debt obligations of the party agreeing to repurchase
such
obligations are rated in the highest rating category of each of
Fitch and Moody's (or, in the case of any Rating Agency, such
lower
rating as will not result in an Adverse Rating Event with respect
to
any Class of Certificates or Companion Loan Securities, as
evidenced
in writing by such Rating Agency). In addition, any such item by
its
terms must have a predetermined fixed dollar amount of principal
due
at maturity that cannot vary or change. Interest may either be
fixed
or variable. If such interest is variable, interest must be tied
to
a single interest rate index plus a single fixed spread (if
any),
and move proportionately with that index;
(iii) certificates of deposit, time deposits, demand deposits
and bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof
(having
original maturities of not more than 365 days), the short term
obligations of which are rated in the highest rating category
of
each of
Fitch and Moody's (or, in the case of any Rating Agency,
such lower rating as will not result in an Adverse Rating Event
with
respect to any Class of Certificates or Companion Loan
Securities,
as evidenced in writing by such Rating Agency). In addition,
any
such item by its terms must have a predetermined fixed dollar
amount
of principal due at maturity that cannot vary or change.
Interest
may either be fixed or variable. If such interest is variable,
interest must be tied to a single interest rate index plus a
single
fixed spread (if any), and move proportionately with that
index;
(iv) commercial paper (having original maturities of not more
than 90 days) of any corporation incorporated under the laws of
the
United States or any state thereof (or if not so incorporated,
the
commercial paper is United States Dollar denominated and
amounts
payable thereunder are
not subject to any withholding imposed by any
non-United States jurisdiction) which is rated in the highest
rating
category of each of Fitch and Moody's (or, in the case of any
Rating
Agency, such lower rating as will not result in an Adverse
Rating
Event with respect to any Class of Certificates or Companion
Loan
Securities, as evidenced in writing by such Rating Agency). In
addition, such commercial paper by its terms must have a
predetermined fixed dollar amount of principal due at maturity
that
cannot vary or change. Interest may either be fixed or variable.
If
such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and
move
proportionately with that index;
(v) units of money market funds (including the Wells Fargo
Prime Investment Money Market Fund or any other money market
funds
for which the Trustee or its affiliates acts as an advisor or
manager) rated in the highest applicable rating category of each
of
Fitch and Moody's, (or, in the case of any Rating Agency, such
lower
rating as will not result in an Adverse Rating Event with respect
to
any Class of Certificates or Companion Loan Securities, as
evidenced
in writing by such Rating Agency) and which seeks to maintain a
constant net asset value; and
(vi) any other obligation or security that (A) is acceptable
to each Rating Agency, evidence of which acceptability shall be
provided in writing by each Rating Agency to the Master
Servicer,
the Special Servicer and the Trustee, and (B) constitutes a
"cash
flow investment" (within the meaning of the REMIC Provisions),
as
evidenced by an Opinion of Counsel obtained at the expense of
the
Person that wishes to include such obligation or security as a
Permitted Investment;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; (2) no investment described hereunder may
be purchased
at a price greater than par if such investment may be prepaid or
called at a
price less than its purchase price prior to stated maturity; and
(3) no
investment described hereunder may have a "r" highlighter or other
comparable
qualifier attached to its rating.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization,
(b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of
Counsel,
obtained at the request of the Trustee at the expense of such
Person or the
Person seeking to Transfer a Residual Interest Certificate,
supporting such
determination), the Transfer of a Residual Interest Certificate may
cause either
REMIC Pool to fail to qualify as a REMIC at any time that any
Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a
Disqualified
Partnership, or (e) a United States Tax Person with respect to whom
interest is
attributable to a foreign permanent establishment or fixed base
(within the
meaning of any applicable income tax treaty between the United
States and any
foreign jurisdiction) of such Person or any other United States Tax
Person.
"Person" shall mean any individual, corporation, partnership,
joint
venture, association, joint-stock company, limited liability
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Peter Cooper Village & Stuyvesant Town Loan Combination" shall
have
the meaning assigned thereto in the Preliminary Statement.
"Peter Cooper Village & Stuyvesant Town Pari Passu Companion
Loans"
shall have the meaning assigned thereto in the Preliminary
Statement.
"Peter Cooper Village & Stuyvesant Town Senior Loans" shall
have the
meaning assigned thereto in the Preliminary Statement.
"Peter Cooper Village & Stuyvesant Town Trust Loan" shall have
the
meaning assigned thereto in the Preliminary Statement.
"Plan" shall have the meaning assigned thereto in Section
5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as
to
any taxable year of each REMIC Pool, the Holder of Certificates
entitled to the
largest percentage of the Voting Rights allocated to the related
Class of
Residual Interest Certificates.
"Pool Custodial Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to
Section
3.04(a) on behalf of the Trustee in trust for the
Certificateholders, which
shall be entitled "Wachovia Bank, National Association, as Master
Servicer, on
behalf of Wells Fargo Bank, N.A., as Trustee, in trust for the
registered
holders of COBALT CMBS Commercial Mortgage Trust 2007-C2,
Commercial Mortgage
Pass-Through Certificates, Series 2007-C2."
"Pool REO Account" shall mean the segregated account or
accounts
created and maintained by the Special Servicer pursuant to Section
3.17 on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "CWCapital Asset Management LLC, as Special Servicer, on
behalf of
Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of
COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage
Pass-Through
Certificates, Series 2007-C2."
"Post-ARD Additional Interest" shall mean, with respect to any
ARD
Loan after its Anticipated Repayment Date, all interest accrued on
the principal
balance of any ARD Loan at the Additional Interest Rate and, if so
provided in
the related Loan documents, compounded at the related Mortgage Rate
(the payment
of which interest shall, under the terms of any ARD Loan, be
deferred until the
entire outstanding principal balance thereof has been paid). For
purposes of
this Agreement, Post-ARD Additional Interest on any ARD Loan or any
successor
REO Loan with respect thereto shall be deemed not to constitute
principal or any
portion thereof and shall not be added to the unpaid principal
balance or Stated
Principal Balance of any ARD Loan or any successor REO Loan with
respect
thereto, notwithstanding that the terms of the related Loan
documents so permit.
To the extent that any Post-ARD Additional Interest is not paid on
a current
basis, it shall, for purposes of this Agreement, be deemed to be
deferred
interest (regardless of whether it is added to principal
outstanding with
respect to any ARD Loan in accordance with the related Loan
documents).
"Prepayment Assumption" shall mean, for purposes of determining
the
accrual of original issue discount, market discount and premium, if
any, on the
Certificates for federal income tax purposes, the assumption that
no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed
that any ARD
Loan is repaid on its Anticipated Repayment Date.
"Prepayment Consideration" shall mean any Prepayment Premium or
Yield Maintenance Charge.
"Prepayment Consideration Entitlement" shall mean, with respect
to
(i) any Distribution Date on which any Net Prepayment Consideration
Received on
any Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) is
distributable and (ii) each of the Class A-1, Class A-2, Class
A-AB, Class A-3,
Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J and Class K Certificates and the Class A-MFL REMIC II Regular
Interest and
Class A-JFL REMIC II Regular Interest entitled to distributions of
principal on
such Distribution Date, an amount equal to the product of (a) such
Net
Prepayment Consideration, multiplied by (b) a fraction (not greater
than 1.0 or
less than 0.0), the numerator of which is equal to the excess, if
any, of the
Pass-Through Rate for such Class of Principal Balance Certificates
or the Class
A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular
Interest over
the relevant Discount Rate, and the denominator of which is equal
to the excess,
if any, of the Mortgage Rate for such Mortgage Loan (or REO
Mortgage Loan) over
the relevant Discount Rate.
"Prepayment Interest Excess" shall mean with respect to any
Serviced
Loan and the Non-Serviced Trust Loans that were subject to a
Principal
Prepayment in full or in part made (or, if resulting from the
application of
Insurance Proceeds or Condemnation Proceeds, any other early
recovery of
principal received) after its Due Date in any Collection Period,
any payment of
interest (net of related Master Servicing Fees) actually collected
from the
related Mortgagor or otherwise and intended to cover interest
accrued on such
Principal Prepayment during the period from and after such Due Date
(exclusive,
however, of any related Prepayment Premium or Yield Maintenance
Charge that may
have been collected and, in the case of any ARD Loan after its
Anticipated
Repayment Date, further exclusive of any Post-ARD Additional
Interest).
"Prepayment Interest Shortfall" shall mean with respect to any
Serviced Loan and the Non-Serviced Trust Loans that were subject to
a Principal
Prepayment in full or in part made (or, if resulting from the
application of
Insurance Proceeds or Condemnation Proceeds, any other early
recovery of
principal received) prior to its Due Date in any Collection Period,
the amount
of interest, to the extent not collected from the related Mortgagor
or otherwise
(without regard to any Prepayment Premium or Yield Maintenance
Charge that may
have been collected), that would have accrued at a rate per annum
equal to the
related Mortgage Rate (net of the rate at which the related Master
Servicing
Fees that are payable on such Mortgage Loan accrue and, in the case
of any ARD
Loan after its Anticipated Repayment Date, the related Additional
Interest Rate
and, in the case of any Non-Serviced Trust Loan, the rate at which
the master
servicing fee payable to the Lead Master Servicer on such Mortgage
Loan accrues)
on the amount of such Principal Prepayment during the period from
the date to
which interest was paid by the related Mortgagor to, but not
including, such Due
Date.
"Prepayment Premium" shall mean any premium, penalty or fee
(other
than a Yield Maintenance Charge) paid or payable, as the context
requires, as a
result of a Principal Prepayment on, or other early collection of
principal of,
a Mortgage Loan.
"Primary Servicer" shall mean CWCapital LLC, in its capacity as
primary servicer with respect to those Mortgage Loans set forth on
Schedule VII
herein.
"Primary Servicing Agreement" shall mean the written contract
between the Master Servicer and the Primary Servicer relating to
the Mortgage
Loans set forth on Schedule VII herein.
"Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that
are primarily
responsible for such party's servicing obligations hereunder. As of
the Closing
Date, the Primary Servicing Office of the Master Servicer is
located at NC 1075,
8739 Research Drive URP4, Charlotte, North Carolina 28262, and the
Primary
Servicing Office of the Special Servicer is located at 700 Twelfth
Street N.W.,
Suite 700, Washington D.C. 20005.
"Prime Rate" shall mean the "prime rate" published in the
"Money
Rates" section of The Wall Street Journal, as such "prime rate" may
change from
time to time. If The Wall Street Journal ceases to publish the
"prime rate,"
then the Trustee in consultation with the Depositor shall select an
equivalent
publication that publishes such "prime rate"; and if such "prime
rate" is no
longer generally published or is limited, regulated or administered
by a
governmental or quasi-governmental body, then the Trustee shall
select a
comparable interest rate index. In either case, such selection
shall be made by
the Trustee in its sole discretion and the Trustee shall notify the
Master
Servicer, the Special Servicer, the Companion Loan Noteholders in
writing of its
selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than the Class X Certificates).
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without
duplication) of the
following:
(a) the aggregate of all payments of principal (other than
Principal
Prepayments) Received with respect to the Serviced Loans during
the
related
Collection Period, in each case exclusive of any portion of the
particular
payment that represents a Late Collection of principal for
which a
P&I Advance was previously made under this Agreement for a
prior
Distribution Date or that represents the principal portion of a
Monthly
Payment
due on or before the Cut-off Date or on a Due Date subsequent
to
the
related Collection Period;
(b) the aggregate of the principal portions of all Monthly
Payments
due in
respect of the Serviced Loans for their respective Due Dates
occurring
during the related Collection Period, that were Received prior
to the
related Collection Period;
(c) the aggregate of all Principal Prepayments Received on the
Serviced
Loans during the related Collection Period;
(d) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds
and
Insurance Proceeds Received with respect to any Serviced Loans
during
the
related Collection Period that were identified and applied by
the
Master
Servicer as recoveries of principal of such Mortgage Loans, in
each
case
exclusive of any portion of such proceeds that represents a
Late
Collection
of principal due on or before the Cut-off Date or for which a
P&I
Advance was previously made under this Agreement for a prior
Distribution Date;
(e) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds,
Insurance Proceeds and REO Revenues Received with respect to
any
Serviced
REO Properties during the related Collection Period that were
identified and applied
by the Master Servicer as recoveries of principal
of the
related REO Mortgage Loans, in each case exclusive of any
portion
of such
proceeds and/or revenues that represents a Late Collection of
principal
due on or before the Cut-off Date or for which a P&I Advance
was
previously
made under this Agreement for a prior Distribution Date;
(f) the aggregate of the principal portions of all P&I Advances
made
under this
Agreement with respect to the Mortgage Loans and any REO
Mortgage
Loans for such Distribution Date; and
(g) all amounts received by the Master Servicer on or prior to
12:00
noon (New
York City time) on the Master Servicer Remittance Date from the
applicable
Lead Master Servicer in respect of principal for the
Non-Serviced Trust Loans (which shall include the principal portion
of any
P&I
Advance made by the applicable Lead Master Servicer);
provided that none of the amounts set forth in clauses (a) to (f)
above shall
represent amounts received, due or advanced on or in respect of any
Companion
Loan or any successor REO Loan thereto; provided, further, that the
Principal
Distribution Amount for the applicable Sub-Pool or Mortgage Pool
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
deemed 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 the applicable
Sub-Pool or
Mortgage Pool 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.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by the Mortgagor on a Mortgage Loan that is Received in
advance of its
scheduled Due Date and that is not accompanied by an amount of
interest (without
regard to any Prepayment Premium or Yield Maintenance Charge that
may have been
collected) representing scheduled interest due on any date or dates
in any month
or months subsequent to the month of prepayment.
"Prohibited Party": A party that is a proposed Servicing
Function
Participant which the Master Servicer, the Special Servicer or
Trustee, as
applicable, seeks to retain as a Servicing Function Participant and
as to the
which the Master Servicer, the Special Servicer or the Trustee, as
applicable,
has actual knowledge that such party at any point failed to comply
with its
obligations under the Exchange Act or Regulation AB with respect to
the
securitization transaction contemplated by this Agreement or any
other
securitization. In addition, a Prohibited Party shall be any Person
identified
in writing by the Depositor to the Master Servicer, the Special
Servicer or the
Trustee, as applicable, as a Person, who, to the knowledge of the
Depositor, at
any point failed to comply with its obligations under the Exchange
Act or
Regulation AB obligations with respect to the securitization
transaction
contemplated by this Agreement or any other securitization.
"Prohibited Transaction Exemption" shall mean, collectively,
Prohibited Transaction Exemption ("PTE") 96-22, granted to Wachovia
Capital
Markets, LLC, PTE 89-89, granted to Citigroup Global Markets Inc.
and Final
Authorization Number 97-03E granted to Deutsche Bank Securities
Inc. by the
United States Department of Labor, as such Prohibited Transaction
Exemption may
be amended from time to time.
"Proposed Plan" shall have the meaning assigned thereto in
Section
3.18(a)(iii).
"Prospectus" shall mean the prospectus dated March 2, 2007, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement
dated
April 2, 2007, relating to the Registered Certificates.
"Purchase Option Holders" shall have the meaning assigned thereto
in
Section 3.19(b).
"Purchase Price" shall mean, with respect to any Mortgage Loan
(or
REO Property), a cash price equal to the aggregate of: (a) the
outstanding
principal balance of such Mortgage Loan (or the successor REO Loan)
as of the
date of purchase, (b) all accrued and unpaid interest on such
Mortgage Loan (or
the successor REO Loan) to, but not including, the Due Date in the
Collection
Period of purchase (exclusive, however, of any portion of such
accrued but
unpaid interest that represents Default Interest or, in the case of
any ARD Loan
after its Anticipated Repayment Date, Post-ARD Additional Interest)
(or, in the
case of any Mortgage Loan for which the Due Date occurs on a day
other than the
first day of each month, the Due Date occurring in the month in
which such
Collection Period ends), (c) all related unreimbursed Servicing
Advances
(including Advances that were reimbursed out of general collections
of the
Mortgage Pool and not reimbursed by, or on behalf of, the related
Mortgagor), if
any, (d) all accrued and unpaid interest, if any, in respect of
related Advances
in accordance with, as applicable, Section 3.12(b) and/or Section
4.03(d), and
(e) in the case of a repurchase by the applicable Mortgage Loan
Seller pursuant
to Section 2.03(a) and the applicable Mortgage Loan Purchase
Agreement, (i) to
the extent not otherwise included in the amount described in clause
(d) of this
definition, any unpaid Special Servicing Fees, Workout Fees and
other Additional
Trust Fund Expenses with respect to such Mortgage Loan (or REO
Property),
including any Liquidation Fee payable because the subject
repurchase occurred
outside the applicable cure period set forth in Section 2.03 with
respect to the
Material Document Defect or Material Breach that gave rise to the
repurchase,
and (ii) to the extent not otherwise included in the amount
described in clause
(c) of this definition, any costs and expenses incurred by the
Master Servicer,
the Special Servicer or the Trustee (on behalf of the Trust) in
enforcing the
obligation of such Person to purchase such Mortgage Loan.
"Qualified Bidder" shall have the meaning assigned thereto in
Section 7.01(c).
"Qualified Institutional Buyer" or "QIB" shall mean a
"qualified
institutional buyer" as defined in Rule 144A under the Securities
Act.
"Qualified
Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction.
"Rated Final Distribution Date" shall mean, for the purposes of
this
Agreement, the Distribution Date in April 2047.
"Rating Agency" shall mean each of Fitch and Moody's.
Notwithstanding the foregoing, when used with respect to any
Companion Loan
Securities, Rating Agency means any rating agencies that rated such
Companion
Loan Securities.
"Rating Agency Confirmation" shall mean, with respect to any
proposed action, failure to act, or other event specified herein,
prior written
confirmation by each Rating Agency that such proposed action,
failure to act, or
other event will not in and of itself result in an Adverse Rating
Event with
respect to any Certificates or Companion Loan Securities.
"Realized Loss" shall mean: (1) with respect to each Mortgage
Loan
as to which a Final Recovery Determination has been made (or any
related
successor REO Loan as to which a Final Recovery Determination has
been made as
to the related REO Property), an amount (not less than zero) equal
to the
excess, if any, of (a) the sum of (i) the unpaid principal balance
of such
Mortgage Loan or REO Loan, as the case may be, as of the
commencement of the
Collection Period in which the Final Recovery Determination was
made or the
final payment was made, as the case may be, plus (ii) without
taking into
account the amount described in subclause (1)(b) of this
definition, all accrued
but unpaid interest (exclusive, however, of any portion of such
accrued but
unpaid interest that represents Default Interest or, in the case of
any ARD Loan
after its Anticipated Repayment Date, Post-ARD Additional Interest)
on such
Mortgage Loan or such REO Loan, as the case may be, to but not
including the Due
Date in the Collection Period in which the Final Recovery
Determination was made
or such final payment was made, as the case may be, plus (iii)
without
duplication with amounts included under another subclause above,
all related
unreimbursed Servicing Advances (together with Unliquidated
Advances in respect
of prior Servicing Advances) and unpaid Liquidation Expenses, plus
(iv) the
amount of any and all related Special Servicing Fees, Liquidation
Fees and/or
Workout Fees with respect to such Mortgage Loan or successor REO
Loan, to the
extent not previously reflected as Realized Loss with respect to
such Mortgage
Loan or successor REO Loan, over (b) all payments and proceeds, if
any, Received
in respect of such Mortgage Loan or, to the extent allocable to
such REO Loan,
the related REO Property, as the case may be, during the Collection
Period in
which such Final Recovery Determination was made or such final
payment was made,
as the case may be; (2) with respect to each Mortgage Loan as to
which any
portion of the principal or previously accrued interest payable
thereunder was
canceled in connection with a bankruptcy or similar proceeding
involving the
related Mortgagor or a modification, extension, waiver or amendment
of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.21, the amount of such principal and/or interest (other than
Default Interest
or, in the case of any ARD Loan after its Anticipated Repayment
Date, Post-ARD
Additional Interest) so canceled; and (3) with respect to each
Mortgage Loan as
to which the Mortgage Rate thereon has been permanently reduced and
not
recaptured for any period in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, extension,
waiver or
amendment of such Mortgage Loan granted or agreed to by the Special
Servicer
pursuant to Section 3.21, the amount of the consequent reduction in
the interest
portion of each successive Monthly Payment due thereon (each such
Realized Loss
shall be deemed to have been incurred on the Due Date for each
affected Monthly
Payment); provided, that any Loan Combination shall be deemed to be
a single
Loan for purposes of this definition.
"Received" shall mean in the case of any Mortgage Loan or REO
Property, received by the Master Servicer or any of its
Sub-Servicers, the
Special Servicer or any of its Sub-Servicers or the Trustee, as the
case may be,
in any event on behalf of the Trust.
"Record Date" shall mean: with respect to the initial
Distribution
Date, the Closing Date; and, with respect to any other Distribution
Date, the
last Business Day of the month immediately preceding the month in
which such
Distribution Date occurs.
"Recording/Filing Agent" shall have the meaning assigned thereto
in
Section 2.01(c).
"Recovered Amount" shall have the meaning assigned thereto in
Section 1.03(c).
"Reference Rate" shall mean, with respect to any Interest
Accrual
Period, the rate per annum set forth on the Reference Rate
Schedule.
"Registered Certificate" shall mean any Certificate that has
been
the subject of registration under the Securities Act. As of the
Closing Date,
the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-1A, Class
A-MFX, Class
A-JFX, Class B, Class C, Class D, Class E and Class F Certificates
are
Registered Certificates.
"Regular Interest Certificate" shall mean any Certificate other
than
a Class R-I Certificate, Class R-II Certificate or Class Y
Certificate.
"Regulation AB" means Subpart 229.1100 - Asset Backed
Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 -1,631 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation S" shall mean Regulation S under the Securities
Act.
"Regulation S Global Certificates" shall mean, with respect to
any
Class of Book-Entry Non-Registered Certificates offered and sold
outside of the
United States in reliance on Regulation S, one or more global
Certificates,
collectively, in definitive, fully registered form without interest
coupons,
each of which Certificates bears a Regulation S Legend.
"Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the
United
States in reliance on Regulation S, a legend generally to the
effect that such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
date that is
forty (40) days after the later of (a) the commencement of the
offering to
Persons other than distributors in reliance on Regulation S, and
(b) the date of
closing of the offering, except pursuant to an exemption from the
registration
requirements of the Securities Act.
"Regulation S Restricted Certificate": Any Certificate that is
not
rated in one of the four highest generic ratings categories by a
Rating Agency.
"Reimbursement Rate" shall mean the rate per annum applicable to
the
accrual of interest, compounded annually, on Servicing Advances in
accordance
with Section 3.12(b) and on P&I Advances in accordance with, as
applicable,
Section 4.03(d), which rate per annum is equal to the Prime
Rate.
"Release Date" shall have the meaning assigned thereto in
Section
5.02(b).
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit O attached
hereto and as
may be amended from time to time by the parties hereto in writing
due to any
change in interpretations of the requirements of Item 1122(d) of
Regulation AB
(whether due to interpretive guidance provided by the Commission or
its staff or
otherwise). For clarification purposes, multiple parties can have
responsibility
for the same Relevant Servicing Criteria. With respect to a
Servicing Function
Participant engaged by the Master Servicer, the Special Servicer or
the Trustee,
the term "Relevant Servicing Criteria" may refer to a portion of
the Relevant
Servicing Criteria applicable to the Master Servicer, the Special
Servicer or
the Trustee.
"REMIC" shall mean a "real estate mortgage investment conduit"
as
defined in Section 860D of the Code.
"REMIC Pool" shall mean the Lower-Tier REMIC and/or the
Upper-Tier
REMIC, as applicable.
"REMIC Provisions" shall mean the provisions of the federal
income
tax law relating to REMICs, which appear at Sections 860A through
860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed,
temporary and final Treasury regulations and any published rulings,
notices and
announcements promulgated thereunder, as the foregoing may be in
effect from
time to time.
"Rents from Real Property" shall mean, with respect to any REO
Property, gross income of the character described in Section 856(d)
of the Code.
"REO Account" shall mean either of the Pool REO Account or the
applicable Loan Combination REO Account.
"REO Acquisition" shall mean the acquisition of any REO
Property
pursuant to Section 3.09.
"REO Disposition" shall mean the sale or other disposition of
any
REO Property pursuant to Section 3.19.
"REO Extension" shall have the meaning assigned thereto in
Section
3.17(a).
"REO Loan" shall mean the mortgage loan (or, if any Loan
Combination
is involved, any of the mortgage loans comprising such Loan
Combination) deemed
for purposes hereof to be outstanding with respect to each REO
Property or, with
respect to a Non-Serviced Trust Loan, the Loan deemed outstanding
when the
related Mortgaged Property is acquired on behalf of the
certificateholders under
the Lead PSA. Each REO Loan shall be deemed to provide for monthly
payments of
principal and/or interest equal to its Assumed Monthly Payment and
otherwise to
have the same terms and conditions as its predecessor Loan (such
terms and
conditions to be applied without regard to the default on such
predecessor Loan
and the acquisition of the related REO Property as part of the
Trust Fund).
"REO Mortgage Loan" shall mean any REO Loan that relates to a
predecessor Mortgage Loan.
"REO Property" shall mean (A) a Mortgaged Property acquired on
behalf and in the name of the Trustee for the benefit of the
Certificateholders
(or, in the case of the Loan Combination Mortgaged Properties
(other than the
Non-Serviced Loan Combinations, which are being serviced under the
applicable
Lead PSA), for the benefit of the Certificateholders and the
Companion Loan
Noteholders, as their interests may appear), through foreclosure,
acceptance of
a deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in
connection with the default or imminent default of a Loan and (B)
in the case of
a Non-Serviced Trust Loan, the Trust's beneficial interest in the
"REO Property"
acquired under the related Lead PSA.
"REO Revenues" shall mean all income, rents, profits and
proceeds
derived from the ownership, operation or leasing of any Serviced
REO Property.
"REO Tax" shall have the meaning assigned thereto in Section
3.18(a).
"Reportable Event" shall have the meaning assigned thereto in
Section 11.07.
"Reporting Servicer" shall have the meaning assigned thereto in
Section 11.10.
"Repurchased Note" shall have the meaning assigned thereto in
Section 3.29.
"Repurchased Percentage Interest" shall have the meaning
assigned
thereto in Section 3.29.
"Repurchasing Seller" shall have the meaning assigned thereto
in
Section 3.29.
"Request for Release" shall mean a request signed by a
Servicing
Officer of, as applicable, the Master Servicer in the form of
Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2
attached
hereto.
"Required Appraisal" shall mean, with respect to each Required
Appraisal Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the party required or authorized
to obtain
such appraisal hereunder, which appraisal shall be prepared in
accordance with
12 CFR ss. 225.62 and conducted in accordance with the standards of
the
Appraisal Institute or, in the case of a Required Appraisal Loan
having a Stated
Principal Balance of, or in the case of a Mortgaged Property that
has an
allocated loan amount of, less than $2,000,000, if no satisfactory
(as
determined by the Special Servicer pursuant to Section 3.09(a))
appraisal
meeting the foregoing criteria was obtained or conducted within the
prior twelve
(12) months, a "desktop" value estimate performed by the Special
Servicer.
"Required Appraisal Loan" shall mean any Serviced Loan or
Serviced
Loan Combination:
(i) that becomes a Modified Loan,
(ii) that is sixty (60) days or more delinquent in respect of
any Monthly Payment, except for a Balloon Payment,
(iii) such Mortgage Loan is delinquent in respect of its
Balloon Payment, if any, for (A) 60 days, or (B) if the related
Mortgagor has delivered to the Master Servicer a refinancing
commitment acceptable to the Special Servicer prior to the 60th
day
after the date the subject Balloon Payment was due and is
making
Assumed Monthly Payments on each Due Date, 120 days after the
subject Balloon Payment was due (or such shorter period beyond
the
date on which such Balloon Payment was due within which the
refinancing is scheduled to occur);
(iv) with respect to which the related Mortgaged Property has
become an REO Property,
(v) with respect to which a receiver or similar official is
appointed and continues for sixty (60) days in such capacity in
respect of the related Mortgaged Property,
(vi) with respect to which the related Mortgagor is subject to
a bankruptcy, insolvency or similar proceedings, which, in the
case
of an involuntary bankruptcy, insolvency or similar proceeding,
has
not been dismissed within sixty (60) days of the commencement
thereof, or
(vii) that remains outstanding five (5) years following any
extension of its maturity date pursuant to Section 3.21.
Any Required Appraisal Loan (other than a Mortgage Loan that became
a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be
such at such
time as it has become a Corrected Mortgage Loan (except if such
Required
Appraisal Loan had not become a Specially Serviced Mortgage Loan at
the time the
applicable event(s) described in any of clauses (i) through (vii)
above ceased
to exist), it has remained current for at least three (3)
consecutive Monthly
Payments, and no other event described in clauses (i) through (vii)
above has
occurred with respect thereto during the preceding three-month
period; provided
that the term "Required Appraisal Loan" shall include any successor
REO Loan(s);
provided, further, that any Serviced Loan Combination shall, upon
the occurrence
of any of the events described in clauses (i) through (vii) of this
definition
in respect of any Loan in such Serviced Loan Combination, be deemed
to be a
single "Required Appraisal Loan"; and provided, further, that if
the Stated
Principal Balance of the Mortgage Loan is less than $2,000,000, the
Special
Servicer may perform an internal valuation of the Mortgaged
Property instead of
obtaining a Required Appraisal and, if the portion of the Stated
Principal
Balance of the Mortgage Loan that has been allocated to a Mortgaged
Property,
assuming there is more than one Mortgaged Property securing the
Mortgage Loan,
is less than $2,000,000, the Special Servicer may perform an
internal valuation
of the particular Mortgaged Property instead of obtaining an
appraisal.
"Required Appraisal Value" shall mean, with respect to any
Mortgaged
Property securing (or REO Property relating to) a Required
Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of
the Appraised
Value of such Mortgaged Property (or REO Property) as determined by
the most
recent Required Appraisal or any letter update of such Required
Appraisal (as it
may be adjusted downward by the Special Servicer in accordance with
the
Servicing Standard (without implying any duty to do so) based upon
its review of
the Appraisal or estimate and such other information as it may
deem
appropriate), over (ii) the amount of any obligations secured by
liens on such
Mortgaged Property (or REO Property) that are prior to the lien of
the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and
Reserve
Funds held by the Master Servicer in respect of such Required
Appraisal Loan
that (i) are not being held in respect of any real estate taxes and
assessments,
insurance premiums or, if applicable, ground rents, (ii) are not
otherwise
scheduled to be applied or utilized (except to pay debt service on
such Required
Appraisal Loan) within the twelve-month period following the date
of
determination and (iii) may be applied towards the reduction of the
principal
balance of such Required Appraisal Loan; plus (c) the amount of any
letter of
credit constituting additional security for such Required Appraisal
Loan and
that may be applied towards the reduction of the principal balance
of such
Required Appraisal Loan.
"Reserve Account" shall mean any account established by the
Master
Servicer, pursuant to Section 3.03(d), as to which Reserve Funds
shall be
deposited.
"Reserve Funds" shall mean, with respect to any Serviced Loan,
any
amounts delivered by the related Mortgagor to be held by or on
behalf of the
mortgagee representing reserves for repairs, capital improvements
and/or
environmental remediation in respect of the related Mortgaged
Property or debt
service on such Mortgage Loan.
"Residual Interest Certificate" shall mean a Class R-I or Class
R-II
Certificate.
"Responsible Officer" shall mean any officer of the Corporate
Trust
Group of the Trustee, the Certificate Registrar or the Paying Agent
assigned to
the Corporate Trust Office with direct responsibility for the
administration of
this Agreement and also, with respect to a particular matter, any
other officer
to whom such matter is referred because of such officer's knowledge
of and
familiarity with the particular subject, and, in the case of any
certification
required to be signed by a Responsible Officer, such an officer
whose name and
specimen signature appears on a list of corporate trust officers
furnished to
the Master Servicer by the Trustee, the Certificate Registrar or
the Paying
Agent, as the case may be, as such list may from time to time be
amended.
"Review Package" shall mean a package of documents consisting of
a
memorandum outlining the analysis and recommendation (in accordance
with the
Servicing Standard) of the Master Servicer or the Special Servicer,
as the case
may be, with respect to the matters that are the subject thereof,
and copies of
all relevant documentation.
"Rule 144A Global Certificate" shall mean, with respect to any
Class
of Book-Entry Non-Registered Certificates, one or collectively more
global
certificates representing such Class registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, none
of which certificates bears a Regulation S Legend, and each of
which
certificates has a Rule 144A CUSIP number.
"S&P" shall mean Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc. or its successor in interest. If
neither such
rating agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Master Servicer and the Special
Servicer, and
specific ratings of Standard & Poor's Ratings Services, a
division of The
McGraw-Hill Companies, Inc. herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and
the
rules and regulations of the Commission promulgated thereunder
(including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification" shall have the meaning assigned
to
such term in Section 11.06.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Service(s)(ing)" means, in accordance with Regulation AB, the
act
of servicing and administering the Mortgage Loans or any other
assets of the
Trust by an entity that meets the definition of "servicer" set
forth in Item
1101 of Regulation AB and is subject to the disclosure requirements
set forth in
Item 1108 of Regulation AB. For clarification purposes, any
uncapitalized
occurrence of this term shall have the meaning commonly understood
by
participants in the commercial mortgage-backed securities
market.
"Serviced Companion Loan" shall mean each of the Palisades
Village
Center Subordinate Companion Loan, the Yolo County General Services
Building -
Woodland, CA Subordinate Companion Loans and the 475 Bedford Street
Subordinate
Companion Loan.
"Serviced Loan" shall mean any Loan (including a Specially
Serviced
Mortgage Loan, but excluding an REO Loan) that is, as contemplated
by Section
3.01, to be serviced and administered by the Master Servicer and/or
the Special
Servicer hereunder, which includes the Mortgage Loans (other than
the
Non-Serviced Trust Loans) and the Companion Loans (other than the
Non-Serviced
Companion Loans).
"Serviced Loan Combination" shall mean each of the Palisades
Village
Center Loan Combination, the Yolo County General Services Building
- Woodland,
CA Loan Combination and the 475 Bedford Street Loan
Combination.
"Serviced Subordinate Companion Loan" shall mean each of the
Palisades Village Center Subordinate Companion Loan, the Yolo
County General
Services Building - Woodland, CA Subordinate Companion Loans and
the 475 Bedford
Street Subordinate Companion Loan.
"Serviced REO Property": shall mean any REO Property with respect
to
a Serviced Loan.
"Servicer Fee Amount" shall mean: (a) with respect to each
Sub-Servicer, as of any date of determination, the aggregate of the
products
obtained by multiplying, for each Serviced Loan primary serviced by
such
Sub-Servicer, (i) the principal balance of such Loan as of the end
of the
immediately preceding Collection Period and (ii) the sub-servicing
fee rate
specified in the related Sub-Servicing Agreement for such Loan; and
(b) with
respect to the Master Servicer, as of any date of determination,
the aggregate
of the products obtained by multiplying, for each Serviced Loan and
the
Non-Serviced Trust Loans (i) the principal balance of such Serviced
Loan or the
Non-Serviced Trust Loans, as applicable, as of the end of the
immediately
preceding Collection Period and (ii) the excess, if any, of the
Master Servicing
Fee Rate for such Serviced Loan or the Non-Serviced Trust Loans, as
applicable,
over the sub-servicing fee rate (if any) applicable to such
Serviced Loan, as
specified in any Sub-Servicing Agreement related to such Loan.
"Servicer Reports" shall mean each of the files and reports
comprising the CMSA Investor Reporting Package (excluding the CMSA
Bond Level
File, the CMSA Collateral Summary File and CMSA Reconciliation of
Funds).
"Servicing Account" shall have the meaning assigned thereto in
Section 3.03(a).
"Servicing Advances" shall mean all customary, reasonable and
necessary "out of pocket" costs and expenses (including attorneys'
fees and fees
and expenses of real estate brokers) incurred by the Master
Servicer, the
Special Servicer or the Trustee in connection with the servicing
and
administration of a Serviced Loan, if a default is imminent
thereunder or a
default, delinquency or other unanticipated event has occurred with
respect
thereto, or in connection with the administration of any REO
Property,
including, but not limited to, the cost of (a) compliance with the
obligations
of the Master Servicer, the Special Servicer or the Trustee, if
any, set forth
in Section 3.03(c), (b) the preservation, insurance, restoration,
protection and
management of a Mortgaged Property, including the cost of any
"forced placed"
insurance policy purchased by the Master Servicer to the extent
such cost is
allocable to a particular Mortgaged Property that the Master
Servicer or the
Special Servicer is required to cause to be insured pursuant to
Section 3.07(a),
(c) obtaining any Insurance Proceeds, Condemnation Proceeds or
Liquidation
Proceeds, (d) any enforcement or judicial proceedings with respect
to a
Mortgaged Property, including foreclosures, (e) any Required
Appraisal or any
other appraisal or update thereof expressly permitted or required
to be obtained
hereunder, (f) the operation, management, maintenance and
liquidation of any REO
Property, (g) obtaining any related ratings confirmation and (h)
the Master
Servicer, Special Servicer or Trustee fulfilling its obligations
under Section
2.03; provided that, notwithstanding anything to the contrary,
"Servicing
Advances" shall not include allocable overhead of the Master
Servicer, the
Special Servicer or the Trustee, such as costs for office space,
office
equipment, supplies and related expenses, employee salaries and
related expenses
and similar internal costs and expenses, or costs and expenses
incurred by any
such party in connection with its purchase of any Mortgage Loan or
REO Property
pursuant to any provision of this Agreement or the applicable
Co-Lender
Agreement.
"Servicing Criteria" means the criteria set forth in paragraph
(d)
of Item 1122 of Regulation AB, as such may be amended from time to
time.
"Servicing Fees" shall mean with respect to each Serviced Loan
and
the Non- Serviced Trust Loans (and any successor REO Loan with
respect thereto),
the Master Servicing Fee and the Special Servicing Fee.
"Servicing File" shall mean, (i) with respect to each Serviced
Loan,
collectively, any and all documents (other than documents required
to be part of
the related Mortgage File) in the possession of the Master Servicer
or the
Special Servicer and relating to the servicing of any Serviced
Loan, including
any original letter of credit (together with any transfer or
assignment
documents related thereto), any franchise agreement and any
franchise comfort
letter (together with any transfer or assignment documents relating
thereto),
appraisals, surveys, engineering reports, environmental reports,
opinion letters
of counsel to a related Mortgagor, escrow agreements, property
management
agreements and franchise agreements and (ii) with respect to each
Non-Serviced
Trust Loan, a copy of the related Mortgage Note (and all
intervening
endorsements), the applicable Lead PSA, the applicable Co-Lender
Agreement and
appraisal shall be sufficient for the applicable Servicing
File.
"Servicing Function Participant" means any Person, other than
the
Master Servicer, the Special Servicer and the Trustee, that is
performing
activities that address the Servicing Criteria, unless such
Person's activities
relate only to 5% or less of the Mortgage Loans by unpaid principal
balance
calculated in accordance with the provisions of Regulation AB.
"Servicing Officer" shall mean any officer or employee of the
Master
Servicer or the Special Servicer involved in, or responsible for,
the
administration and servicing of the Serviced Loans, whose name and
specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time.
"Servicing-Released Bid" shall have the meaning assigned thereto
in
Section 7.01(c).
"Servicing-Retained Bid" shall have the meaning assigned thereto
in
Section 7.01(c).
"Servicing Standard" shall mean with respect to the Master
Servicer
or the Special Servicer, to service and administer the Serviced
Loans and any
Serviced REO Properties that such party is obligated to service and
administer
pursuant to this Agreement: (i) in accordance with the higher of
the following
standards of care: (A) the same manner in which, and with the same
care, skill,
prudence and diligence with which, the Master Servicer or the
Special Servicer,
as the case may be, services and administers comparable mortgage
loans with
similar borrowers and comparable REO properties for other
third-party portfolios
(giving due consideration to the customary and usual standards of
practice of
prudent institutional commercial mortgage lenders servicing their
own mortgage
loans and REO properties), and (B) the same manner in which, and
with the same
care, skill, prudence and diligence with which, the Master Servicer
or the
Special Servicer, as the case may be, services and administers
comparable
mortgage loans owned by the Master Servicer or the Special
Servicer, as the case
may be, in either case exercising reasonable business judgment and
acting in
accordance with applicable law, the terms of this Agreement and the
terms of the
respective Serviced Loans; (ii) with a view to: the timely recovery
of all
payments of principal and interest, including Balloon Payments,
under the
Serviced Loans or, in the case of any such Serviced Loan that is
(1) a Specially
Serviced Mortgage Loan or (2) a Serviced Loan as to which the
related Mortgaged
Property has become an REO Property, the maximization of recovery
on the
Mortgage Loan to the Certificateholders (as a collective whole)
(or, if any Loan
Combination is involved, with a view to the maximization of
recovery on such
Loan Combination to the Certificateholders and the related
Companion Loan
Noteholders (as a collective whole) (it being understood that the
interest of
any Subordinate Companion Loan is a subordinate interest, subject
to the terms
and conditions of the related Co-Lender Agreement)) of principal
and interest,
including Balloon Payments, on a present value basis (the relevant
discounting
of anticipated collections that will be distributable to the
Certificateholders
(or, in the case of any Loan Combination, to the Certificateholders
and the
related Companion Noteholders) to be performed at the related
Mortgage Rate (or,
in the case of any Loan Combination, at the weighted average of the
Mortgage
Rates for such Loan Combination)) or, in the case of any ARD Loan
or related REO
Loan after its Anticipated Repayment Date, net of the related
Additional
Interest Rate; and (iii) without regard to (A) any relationship,
including as
lender on any other debt, that the Master Servicer or the Special
Servicer, as
the case may be, or any Affiliate thereof, may have with any of the
related
Mortgagors, or any Affiliate thereof, or any other party to this
Agreement; (B)
the ownership of any Certificate (or any Companion Loan or any
certificate
backed by a Companion Loan or any mezzanine loan) by the Master
Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof; (C)
the
obligation of the Master Servicer or the Special Servicer, as the
case may be,
to make Advances; (D) the right of the Master Servicer or the
Special Servicer,
as the case may be, or any Affiliate of either of them, to receive
compensation
or reimbursement of costs hereunder generally or with respect to
any particular
transaction; and (E) the ownership, servicing or management for
others of any
other mortgage loan or real property not subject to this Agreement
by the Master
Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof.
"Servicing Transfer Event" shall mean, with respect to any
Serviced
Loan, the occurrence of any of the events described in clauses (a)
through (h)
of the definition of "Specially Serviced Mortgage Loan," except in
the case of a
Serviced Loan Combination, if the related Subordinate Companion
Loan Noteholder
is exercising its cure rights under the related Co-Lender
Agreement.
"Significant Obligor" shall mean: (a) any obligor (as defined
in
Item 1101(i) of Regulation AB) or group of affiliated obligors on
any Mortgage
Loan or group of Mortgage Loans that represent, as of the Closing
Date, 10% or
more of the Mortgage Pool (by Cut-off Date Balance); or (b) any
single Mortgaged
Property or group of Mortgaged Properties securing any Mortgage
Loan or group of
cross-collateralized and/or cross-defaulted Mortgage Loans that
represent, as of
the Closing Date, 10% or more of the Mortgage Pool (by Cut-off Date
Balance).
The Peter Cooper Village & Stuyvesant Town Mortgaged Property
and 75 Broad
Street Mortgaged Property each constitute the only Significant
Obligors.
"Similar Law" shall have the meaning assigned thereto in
Section
5.02(c).
"Single Certificate" shall mean, for purposes of Section 4.02,
a
hypothetical Regular Interest Certificate evidencing an initial
$1,000
denomination.
"Single Purpose Entity" shall mean an entity, other than an
individual, whose organizational documents and/or the related
Mortgage Loan
documents provide substantially to the effect that: (i) it was
formed or
organized solely for the purpose of either owning and operating the
Mortgaged
Property or Properties securing one or more Mortgage Loans, or
owning and
pledging Defeasance Collateral in connection with the defeasance of
a Defeasance
Loan, as the case may be, (ii) it may not engage in any business
unrelated to
such Mortgaged Property or Properties or such Defeasance
Collateral, as the case
may be, (iii) it will not have any assets other than those related
to its
interest in and operation of such Mortgaged Property or such
Defeasance
Collateral, as the case may be, (iv) it may not incur indebtedness
other than
incidental to its ownership and operation of the applicable
Mortgaged Property
or Properties or Defeasance Collateral, as the case may be, (v) it
will maintain
its own books and records and accounts separate and apart from any
other Person,
(vi) it will hold itself out as a legal entity, separate and apart
from any
other Person, and (vii) in the case of such an entity whose sole
purpose is
owning or operating a Mortgaged Property, it will have an
independent director
or, if such entity is a partnership or a limited liability company,
at least one
general partner or limited liability company member thereof, as
applicable,
which shall itself be a "single purpose entity" (having as its sole
asset its
interest in the Single Purpose Entity) with an independent
director.
"Special Servicer" shall mean CWCapital Asset Management LLC, in
its
capacity as special servicer hereunder, or any successor special
servicer
appointed as herein provided.
"Special Servicing Reporting Date" shall have the meaning
assigned
thereto in Section 3.13(c).
"Special Servicing
Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan and each REO Loan (excluding any
Non-Serviced Trust Loan
that has become an REO Loan), the fee designated as such in, and
payable to the
Special Servicer pursuant to, Section 3.11(b).
"Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each REO Loan (excluding an
REO Loan that
corresponds to a Non-Serviced Trust Loan), 0.025% per annum.
"Specially Serviced Mortgage Loan" shall mean any Serviced Loan
as
to which any of the following events has occurred:
(a) the related Mortgagor has failed to make when due any
Monthly
Payment
(including a Balloon Payment), which failure continues, or the
Master
Servicer determines in its reasonable, good faith judgment in
consultation with the Special Servicer, will continue, unremedied
(without
regard to
any grace period) (i) except in the case of a Balloon Loan
delinquent
in respect of its Balloon Payment, for sixty (60) days beyond
the date
on which the subject payment was due, or (ii) solely in the
case
of a
delinquent Balloon Payment on a Balloon Loan, (A) for sixty (60)
days
beyond the
date on which the subject Balloon Payment was due or (B) in the
case of a
Balloon Loan as to which the related Mortgagor shall have
delivered
a refinancing commitment acceptable to the Special Servicer
prior to
the 60th day after the date the subject Balloon Payment was due
and is
making Assumed Monthly Payments on each Due Date for one
hundred
twenty
(120) days beyond the date on which the subject Balloon Payment
was
due (or
for such shorter period beyond the date on which the subject
Balloon
Payment was due during which the refinancing is scheduled to
occur);
(b) the Master Servicer or Special Servicer (in the case of the
Special
Servicer, with the consent of the applicable Controlling Class
Representative, subject to Section 6.11) shall have determined
in
accordance
with the Servicing Standard, based on communications with the
related
Mortgagor, that a default in the making of a Monthly Payment on
such
Serviced Loan, including a Balloon Payment, is likely to occur and
is
likely to
remain unremedied (without regard to any grace period) for at
least the
applicable period contemplated by clause (a) of this
definition;
or
(c) there shall have occurred a default (other than as described
in
clause (a)
above and other than an Acceptable Insurance Default) that (i)
in the
judgment of the Master Servicer or the Special Servicer (in the
case of
the Special Servicer, with the consent of the applicable
Controlling Class Representative, subject to Section 6.11)
materially
impairs
the value of the related Mortgaged Property as security for
such
Serviced
Loan or otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the
related
Companion
Loan Noteholders), and (ii) continues unremedied for the
applicable
grace period under the terms of such Serviced Loan (or, if no
grace
period is specified and the default is capable of being cured,
for
thirty
(30) days); provided that any default that results in
acceleration
of the
related Mortgage Loan without the application of any grace
period
under the
related Mortgage Loan documents shall be deemed not to have a
grace
period; and provided, further, that any default requiring a
Servicing
Advance shall be deemed to materially and adversely affect the
interests
of Certificateholders (or, in the case of any Companion Loan,
the
related Companion Loan Noteholders); or
(d) the Master Servicer or the Special Servicer (in the case of
the
Special
Servicer, with the consent of the applicable Controlling Class
Representative, subject to Section 6.11) has determined that (i) a
default
(other
than as described in clause (b) of this definition) under the
Mortgage
Loan is imminent, (ii) such default will materially impair the
value of
the related Mortgaged Property as security for such Serviced
Loan
or
otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the
related
Companion
Loan Noteholders), and (iii) the default is likely to continue
unremedied
for the applicable grace period under the terms of such
Serviced
Loan (or, if no grace period is specified and the default is
capable of
being cured, for thirty (30) days); provided that any default
that
results in acceleration of the related Mortgage Loan without
the
application of any grace period under the related Mortgage Loan
documents
shall be
deemed not to have a grace period; and provided, further, that
any
determination that a Servicing Transfer Event has occurred under
this
clause (d) with
respect to any Mortgage Loan solely by reason of the
failure of
the related Mortgagor to maintain or cause to be maintained
insurance
coverage against damages or losses arising from acts of
terrorism
will be subject to Section 6.11, and the second paragraph of
Section
3.07(a); or
(e) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs,
shall have
been entered against the related Mortgagor and such decree or
order
shall have remained in force and not dismissed for a period of
sixty
(60) days;
or
(f) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of
debt,
marshaling of assets and liabilities or similar proceedings of
or
relating
to such Mortgagor or of or relating to all or substantially all
of its
property; or
(g) the related Mortgagor shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency or reorganization statute, make an
assignment
for the benefit of its creditors, or voluntarily suspend
payment of
its obligations; or
(h) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the
related
Mortgaged Property;
provided, however, that a Serviced Loan will cease to be a
Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred with respect
to such
Serviced Loan, when the related Mortgaged Property has become an
REO Property
or, so long as at such time no circumstance identified in clauses
(a) through
(h) above exists that would cause the Serviced Loan to continue to
be
characterized as a Specially Serviced Mortgage Loan, when:
(w) with respect to the circumstances described in clause (a)
of
this definition, the related Mortgagor has made three consecutive
full and
timely Monthly Payments under the terms of such Serviced Loan (as
such terms may
be changed or modified in connection with a bankruptcy or similar
proceeding
involving the related Mortgagor or by reason of a modification,
extension,
waiver or amendment granted or agreed to by the Master Servicer or
the Special
Servicer pursuant to Section 3.21);
(x) with respect to the circumstances described in clauses (b),
(d),
(e), (f) and (g) of this definition, such circumstances cease to
exist in the
good faith, reasonable judgment of the Special Servicer, but, with
respect to
any bankruptcy or insolvency proceedings described in clauses (e),
(f) and (g),
no later than the entry of an order or decree dismissing such
proceeding;
(y) with respect to the circumstances described in clause (c)
of
this definition, such default is cured as determined by the Special
Servicer in
its reasonable, good faith judgment; and
(z) with respect to the circumstances described in clause (h)
of
this definition, such proceedings are terminated.
The Special Servicer may conclusively rely on the Master
Servicer's
determination and the Master Servicer may conclusively rely on the
Special
Servicer's determination as to whether a Servicing Transfer Event
has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced
Mortgage Loan. If
any Serviced Loan that is part of any Loan Combination becomes a
Specially
Serviced Mortgage Loan, then each other Serviced Loan in the Loan
Combination
shall also become a Specially Serviced Mortgage Loan.
"Startup Day" shall mean, with respect to each REMIC Pool, the
day
designated as such in Section 10.01(c).
"Stated Maturity Date" shall mean, with respect to any Mortgage
Loan, the Due Date specified in the related Mortgage Note (as in
effect on the
Closing Date) on which the last payment of principal is due and
payable under
the terms of such Mortgage Note (as in effect on the Closing Date),
without
regard to any change in or modification of such terms in connection
with a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, extension, waiver or amendment of such Mortgage Loan
granted or
agreed to by the Special Servicer pursuant to Section 3.21 and, in
the case of
any ARD Loan, without regard to its Anticipated Repayment Date.
"Stated Principal Balance" shall mean: (a) with respect to any
Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto), the
Cut-off Date Balance of such Mortgage Loan, as permanently reduced
on each
Distribution Date (to not less than zero) by (i) any principal
payments (whether
received or advanced) or other collections in respect of such
Mortgage Loan that
were identified and applied as a recovery of principal for such
Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto)
during the
related Collection Period and (ii) the principal portion of any
Realized Loss
incurred in respect of such Mortgage Loan (or, if such Mortgage
Loan is part of
a Loan Combination, any Realized Loss incurred in respect of such
Loan
Combination and allocated to such Mortgage Loan) (or any such
successor REO
Mortgage Loan with respect thereto) during the related Collection
Period; and
(b) with respect to any Serviced Companion Loan (and any successor
REO Loan with
respect thereto), the Cut-off Date Balance of such Loan, as
permanently reduced
on each Loan Combination Remittance Date (to not less than zero) by
(i) any
principal payments (whether received or advanced) or other
collections in
respect of such Loan that were identified and applied as a recovery
of principal
for such Loan (or any such successor REO Loan with respect thereto)
during the
related Collection Period, and (ii) the principal portion of any
Realized Loss
incurred in respect of the related Loan Combination and allocated
to such Loan
(or any such successor REO Loan with respect thereto) during the
related
Collection Period.
Other than for purposes of determining the Weighted Average Net
Mortgage Rate, the Stated Principal Balance of the Mortgage Pool
will not be
reduced by the amount of any principal collections from the
Mortgage Pool that
were used to reimburse a Workout-Delayed Reimbursement Amount
pursuant to
Section 3.05(a)(vii), unless the corresponding Advance was
determined to be a
Nonrecoverable Advance.
Notwithstanding the foregoing, if a Liquidation Event or Final
Recovery Determination occurs in respect of any Mortgage Loan or
REO Property,
then the "Stated Principal Balance" of such Mortgage Loan or of the
related REO
Loan, as the case may be, shall be zero commencing as of the
Distribution Date
in the Collection Period next following the Collection Period in
which such
Liquidation Event occurred.
"Sub-Pool" shall mean either of Sub-Pool 1 or Sub-Pool 2.
"Sub-Pool 1" shall mean collectively, all of the Mortgage Loans
that
are identified on the Mortgage Loan Schedule as belonging to
Sub-Pool 1 and any
successor REO Loans with respect thereto.
"Sub-Pool 1 Available Distribution Amount" shall mean with
respect
to any Distribution Date, that portion, if any, of the Available
Distribution
Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 1.
"Sub-Pool 1 Principal Distribution Amount" shall mean with
respect
to any Distribution Date, that portion, if any, of the Adjusted
Principal
Distribution Amount attributable to collections Received on the
Mortgage Loans
in Sub-Pool 1.
"Sub-Pool 2" shall mean collectively, all of the Mortgage Loans
that
are identified on the Mortgage Loan Schedule as belonging to
Sub-Pool 2 and any
successor REO Loans with respect thereto.
"Sub-Pool 2 Available Distribution Amount" shall mean with
respect
to any Distribution Date, that portion, if any, of the Available
Distribution
Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 2.
"Sub-Pool 2 Principal Distribution Amount" shall mean with
respect
to any Distribution Date, that portion, if any, of the Adjusted
Principal
Distribution Amount attributable to collections Received on the
Mortgage Loans
in Sub-Pool 2.
"Sub-Servicer" means any Person that Services one or more
Mortgage
Loan(s) on behalf of the Master Servicer, the Special Servicer or
an Additional
Servicer and is responsible for the performance (whether directly
or through
Sub-Servicers or Subcontractors) of a substantial portion of the
material
servicing functions required to be performed by the Master
Servicer, the Special
Servicer or an Additional Servicer under this Agreement, with
respect to some or
all of the Mortgage Loans, that are identified in the Servicing
Criteria.
"Sub-Servicing Agreement" shall mean the written contract
between
the Master Servicer or the Special Servicer, on the one hand, and
the Primary
Servicer or any Sub-Servicer, on the other hand, relating to
servicing and
administration of Serviced Loans as provided in Section 3.23.
"Subcontractor" means any vendor, subcontractor or other Person
that
is not responsible for the overall servicing (as "servicing" is
commonly
understood by participants in the mortgaged-backed securities
market) of
Mortgage Loans but performs one or more discrete functions of the
Servicing
Criteria with respect to Mortgage Loans under the direction or
authority of the
Master Servicer, the Special Servicer, the Trustee, an Additional
Servicer, or a
Sub-Servicer.
"Subordinate Companion Loan" shall have the meaning assigned
thereto
in the Preliminary Statement.
"Subordinate Companion Loan Noteholder" shall mean, with respect
to
any Loan Combination with a Subordinate Companion Loan, the Holder
of the
Mortgage Note for such Subordinate Companion Loan.
"Subsequent Master Servicer" shall mean the master servicer
under
any Subsequent PSA.
"Subsequent PSA" shall mean any "pooling and servicing
agreement"
entered into in connection with a securitization of any Pari Passu
Companion
Loan where the servicing of such Companion Loan is performed under
this
Agreement or a Lead PSA.
"Subsequent Trustee" shall mean the trustee under any
Subsequent
PSA.
"Successful Bidder" shall have the meaning assigned thereto in
Section 7.01(c).
"Supplemental Servicer Schedule" With respect to the Loans to
be
serviced by the Master Servicer, a list attached hereto as Schedule
VI, which
list sets forth the following information with respect to each
Loan:
(i) the Mortgagor's name;
(ii) property type;
(iii) the revised rate with respect to any ARD Loan;
(iv) the original balance;
(v) the original and remaining amortization term;
(vi) whether such Mortgage Loan is secured by a letter of
credit;
(vii) the current
balance and monthly amount of any reserve or
escrowed funds;
(viii) the grace period with respect to both default interest
and late payment charges;
(ix) whether such Mortgage Loan is insured by environmental
policies;
(x) whether a cash management agreement or lock-box agreement
is in place; and
(xi) the number of units, pads, rooms or square feet of the
Mortgaged
Property.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Swap Agreement" shall mean with respect to each of (i) the
Class
A-MFL Certificates and the Class A-MFL REMIC II Regular Interest
and (ii) the
Class A-JFL Certificates and Class A-JFL REMIC II Regular
Interest,
respectively, that certain applicable interest rate swap agreement,
each dated
as of April 13, 2007, by and among the applicable Swap Counterparty
and the
Trustee, solely in its capacity as Trustee on behalf of the Trust,
together with
the schedule attached thereto, or any applicable replacement
interest rate swap
agreement entered into by the Trustee in accordance with the terms
of Section
3.29.
"Swap Counterparty" shall mean Citibank, N.A. or its successor
in
interest or any swap counterparty under the applicable replacement
Swap
Agreement.
"Swap Default" shall mean with respect to the applicable Swap
Agreement, any failure on the part of the respective Swap
Counterparty (that
continues beyond any applicable grace period under the applicable
Swap
Agreement) to make a required payment under the applicable Swap
Agreement as and
when due thereunder.
"Swap Termination Payments" shall mean with respect to the
applicable Swap Agreement, any fees, costs or expenses payable by
the respective
Swap Counterparty to the Trust in connection with a Swap Default
under the
applicable Swap Agreement, termination of the applicable Swap
Agreement or
liquidation of the applicable Swap Agreement, as specified in the
applicable
Swap Agreement.
"Swap Upfront Payment" shall mean any up-front payment made by
the
Swap Counterparty to the Depositor or its affiliate on the Closing
Date under
the applicable Swap Agreement.
"Tax Administrator" shall mean any tax administrator appointed
pursuant to Section 8.13 (or, in the absence of any such
appointment, the
Trustee).
"Tax Matters Person" shall mean, with respect to each REMIC
Pool,
the Person designated as the "tax matters person" of such REMIC
Pool in the
manner provided under Treasury Regulations Section 1.860F-4(d) and
Treasury
Regulations Section 301.6231(a)(7)-1, which Person shall be the
Plurality
Residual Interest Certificateholder in respect of the related Class
of Residual
Interest Certificates.
"Tax Returns" shall mean the federal income tax return on
Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice
to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or
any
successor forms, to be filed on behalf of each REMIC Pool due to
its
classification as a REMIC under the REMIC Provisions and all
federal income tax
or information returns to be filed on behalf of the Grantor Trust
due to its
classification as a grantor trust under the Grantor Trust
Provisions, together
with any and all other information, reports or returns that may be
required to
be furnished to the Certificateholders or filed with the IRS under
any
applicable provisions of federal tax law or any other governmental
taxing
authority under applicable state and local tax law.
"Tenants-in-Common Loan" shall mean those certain Mortgage
Loans
that are identified on Exhibit V hereto for which the related
Mortgagors own the
related Mortgaged Property as tenants-in-common and the related
Mortgagor is
subject to further syndication.
"Total Principal Reinstatement Amount" shall mean, with respect
to
any Distribution Date, an amount (to be calculated by the Trustee
immediately
following, and after taking into account, all distributions to be
made with
respect to the Certificates on such Distribution Date) equal to the
least of:
(1) the Additional Principal Distribution Amount for the subject
Distribution
Date; (2) the amount, if any, by which (a) the aggregate Stated
Principal
Balance of the Mortgage Pool that will be outstanding immediately
following the
subject Distribution Date, exceeds (b) the aggregate of the Class
Principal
Balances of all the Classes of Principal Balance Certificates
(other than the
Class A-MFL and Class A-JFL Certificates) and the Class A-MFL REMIC
II Regular
Interest and Class A-JFL REMIC II Regular Interest (after taking
into account
the distributions made with respect to the Certificates (other than
the Class
A-MFL and Class A-JFL Certificates) and the Class A-MFL REMIC II
Regular
Interest and Class A-JFL REMIC II Regular Interest on such
Distribution Date,
but prior to any adjustments to any of those Classes of Principal
Balance
Certificates or the Class A-MFL REMIC II Regular Interest and Class
A-JFL REMIC
II Regular Interest pursuant to Section 4.04 or Section 4.05); and
(3) the
aggregate Loss Reimbursement Amount in respect of the Principal
Balance
Certificates (other than the Class A-MFL and Class A-JFL
Certificates) and the
Class A-MFL REMIC II Regular Interest and Class A-JFL REMIC II
Regular Interest
for the subject Distribution Date (reduced by all distributions
made with
respect to the Principal Balance Certificates (other than the Class
A-MFL and
Class A-JFL Certificates) and the Class A-MFL REMIC II Regular
Interest and
Class A-JFL REMIC II Regular Interest in reimbursement of such
aggregate Loss
Reimbursement Amount on the subject Distribution Date).
"Transfer" shall mean any direct or indirect transfer, sale,
pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transfer Affidavit and Agreement" shall have the meaning
assigned
thereto in Section 5.02(d)(i)(B).
"Transfer Date" shall have the meaning assigned thereto in
Section
5.02(b).
"Transferee" shall mean any Person who is acquiring, by
Transfer,
any Ownership Interest in a Certificate.
"Transferor" shall mean any Person who is disposing of, by
Transfer,
any Ownership Interest in a Certificate.
"Trust" shall mean the common law trust created hereunder.
"Trust Fund" shall mean, collectively, (i) all of the assets of
the
Lower-Tier REMIC and the Upper-Tier REMIC and (ii) the Grantor
Trust Assets.
"Trustee" shall mean Wells Fargo Bank, N.A., in its capacity as
trustee hereunder, or any successor trustee appointed as herein
provided.
"Trustee Fee" shall mean, with respect to each Distribution Date,
an
amount equal to one-twelfth of the product of (i) the Trustee Fee
Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the
Mortgage Pool
outstanding immediately prior to such Distribution Date.
"Trustee Fee Rate" shall mean 0.00091% per annum.
"Trustee Liability" shall have the meaning assigned thereto in
Section 8.05(b).
"UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.
"UCC Financing Statement" shall mean a financing statement
executed
(if required by the UCC) and filed pursuant to the UCC.
"Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier
REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier
REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest at the
Weighted Average
Net Mortgage Rate and shall be entitled to distributions of
principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto. The designations for the respective Uncertificated
Lower-Tier Interests
are set forth in the Preliminary Statement hereto.
"Uncertificated Principal Balance" shall mean the principal
balance
of any Uncertificated Lower-Tier Interest outstanding as of any
date of
determination. As of the Closing Date, the Uncertificated Principal
Balance of
each Uncertificated Lower-Tier Interest shall equal the amount set
forth in the
Preliminary Statement hereto. On each Distribution Date, the
Uncertificated
Principal Balance of each Uncertificated Lower-Tier Interest shall
be
permanently reduced by all distributions of principal deemed to
have been made
thereon on such Distribution Date pursuant to Section 4.01(i), and
shall be
further permanently reduced on such Distribution Date by all
Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated
thereto on such
Distribution Date pursuant to Section 4.04(b).
"Underwriters" shall mean Citigroup Global Markets Inc.,
Wachovia
Capital Markets, LLC and Deutsche Bank Securities Inc., and their
respective
successors in interest.
"Unfunded Principal Balance Reduction" shall mean any reduction
made
in the Class Principal Balance of any Class of Principal Balance
Certificates
(other than the Class A-MFL and Class A-JFL Certificates) or the
Class A-MFL
REMIC II Regular Interest or the Class A-JFL REMIC II Regular
Interest pursuant
to Section 4.04(a) or the Uncertificated Principal Balance of any
Class of
Uncertificated Lower-Tier Interests pursuant to Section
4.04(b).
"United States Securities Person" shall mean any "U.S. person"
as
defined in Rule 902(k) of Regulation S.
"United States Tax Person" shall mean a citizen or resident of
the
United States, a corporation, partnership or other entity created
or organized
in, or under the laws of, the United States or any State thereof or
the District
of Columbia, or an estate whose income from sources without the
United States is
includible in gross income for United States federal income tax
purposes
regardless of its connection with the conduct of a trade or
business within the
United States, or a trust if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more such United States Tax Persons have the authority to control
all
substantial decisions of the trust (or to the extent provided in
the Treasury
regulations, if the trust was in existence on August 20, 1996 and
elected to be
treated as a United States person), all within the meaning of
Section
7701(a)(30) of the Code.
"Unliquidated Advance" shall mean any Advance previously made by
a
party hereto that has been previously reimbursed, as between the
Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on
the other,
as part of a Workout-Delayed Reimbursement Amount pursuant to
subsections (ii)
and (vi) of Section 3.05(a) but that has not been recovered from
the Mortgagor
or otherwise from collections on or the proceeds of the Mortgage
Loan or REO
Property in respect of which the Advance was made.
"Upper-Tier Distribution Account" shall mean the subaccount
deemed
to be a part of the Distribution Account and maintained by the
Trustee pursuant
to Section 3.04(b).
"Upper-Tier REMIC" One of the two 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 Upper-Tier
Distribution Account.
"Voting Rights" shall mean the portion of the voting rights of
all
of the Certificates that is allocated to any Certificate. At all
times during
the term of this Agreement, 99% of the Voting Rights shall be
allocated among
the Holders of the various Classes of the Principal Balance
Certificates in
proportion to the respective Class Principal Balances of their
Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the
Class X
Certificates. Voting Rights allocated to a Class of
Certificateholders shall be
allocated among such Certificateholders in proportion to the
Percentage
Interests evidenced by their respective Certificates. No Voting
Rights shall be
allocated to the Class R-I, Class R-II or Class Y Certificates.
"WBCMT 2007-C30 Depositor" shall have the meaning assigned
thereto
in the Preliminary Statement.
"WBCMT 2007-C30 Master Servicer" shall have the meaning
assigned
thereto in the Preliminary Statement.
"WBCMT 2007-C30 PSA" shall have the meaning assigned thereto in
the
Preliminary Statement.
"WBCMT 2007-C30 Special Servicer" shall have the meaning
assigned
thereto in the Preliminary Statement.
"WBCMT 2007-C30 Trustee" shall have the meaning assigned thereto
in
the Preliminary Statement.
"Weighted Average Net Mortgage Rate" shall mean, with respect to
any
Distribution Date, the weighted average of the Net Mortgage Rates
of the
Mortgage Loans as of the first day of the related Collection
Period, weighted on
the basis of their respective Stated Principal Balances as of the
first day of
such Collection Period (after giving effect to any payments
received during any
applicable grace period).
"Workout-Delayed Reimbursement Amounts" shall mean with respect
to
any Mortgage Loan, the amount of any Advance made with respect to
such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for
the making of
three Monthly Payments under its modified terms, would then
constitute) a
Corrected Mortgage Loan, together with (to the extent accrued and
unpaid)
interest on such Advances, to the extent that (i) such Advance is
not reimbursed
to the Person who made such Advance on or before the date, if any,
on which such
Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount
of such
Advance becomes an obligation of the Mortgagor to pay such amount
under the
terms of the modified Mortgage Loan documents.
"Workout Fee" shall mean the fee designated as such in, and
payable
to the Special Servicer with respect to certain collections on each
Corrected
Mortgage Loan pursuant to, Section 3.11(b).
"Workout Fee Rate" shall mean, with respect to each Corrected
Mortgage Loan as to which a Workout Fee is payable, 1.00%.
"Yield Maintenance Charge" shall mean the payments paid or
payable,
as the context requires, as the result of a Principal Prepayment
on, or other
early collection of principal of, a Mortgage Loan, which payments
are not
otherwise due thereon in respect of principal or interest and have
been
calculated (based on scheduled payments of interest and/or
principal on such
Mortgage Loan) to compensate the Holder for reinvestment losses
based on the
value of an interest rate index at or near the time of prepayment.
Any other
prepayment premiums, penalties and fees not so calculated will not
be considered
"Yield Maintenance Charges." In the event that a Yield Maintenance
Charge shall
become due for any particular Mortgage Loan, the Master Servicer
shall be
required to follow the terms and provisions contained in the
applicable Mortgage
Note, provided, however, in the event the particular Mortgage Note
shall not
specify the U.S. Treasuries which shall be used in determining the
discount rate
or the reinvestment yield to be applied in such calculation, the
Master Servicer
shall be required to use those U.S. Treasuries which shall generate
the lowest
discount rate or reinvestment yield for the purposes thereof.
Accordingly, if
either no U.S. Treasury issue, or more than one U.S. Treasury
issue, shall
coincide with the term over which the Yield Maintenance Charge
shall be
calculated (which depending on the applicable Mortgage Note is
based on the
remaining average life of the Mortgage Loan or the actual term
remaining through
the related Stated Maturity Date), the Master Servicer shall use
the applicable
U.S. Treasury whose reinvestment yield is the lowest, with such
yield being
based on the bid price for such issue as published in The Wall
Street Journal on
the date that is fourteen (14) days prior to the date that the
Yield Maintenance
Charge shall become due and payable (or, if such bid price is not
published on
that date, the next preceding date on which such bid price is so
published) and
converted to a monthly compounded nominal yield. The monthly
compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount
rate and shall
be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY
is defined
as the U.S. Treasury Reinvestment Yield which is in decimal form
and not in
percentage, and 1/6 is the exponential power to which a portion of
the equation
is raised. For example, using a BEY of 5.50%, the MEY = (12 X [{(1+
.055/2) ^
0.16667}- 1]) X 100 where .055 is the decimal version of the
percentage 5.5% and
0.16667 is the decimal version of the exponential power. The MEY in
the above
calculation is 5.44%.
"Yolo County General Services Building - Woodland, CA Loan
Combination" shall have the meaning assigned thereto in the
Preliminary
Statement.
"Yolo County General Services Building - Woodland, CA
Subordinate
Companion Loans" shall have the meaning assigned thereto in the
Preliminary
Statement.
"Yolo County General Services Building - Woodland, CA Trust
Loan"
shall have the meaning assigned thereto in the Preliminary
Statement.
Section 1.02 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(i) the terms defined in this Agreement include the plural as
well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;
(iii) references herein to "Articles," "Sections,"
"Subsections," "Paragraphs" and other subdivisions without
reference
to a document are to designated Articles, Sections,
Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further refere
