CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Depositor
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer No. 1
MIDLAND LOAN SERVICES, INC.
Master Servicer No. 2
CAPMARK FINANCE INC.
Master Servicer No. 3
CWCAPITAL ASSET MANAGEMENT LLC
Special Servicer
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION
Certificate Administrator
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2007
$4,756,049,403
Citigroup Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates
Series 2007-C6
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms..........................................................................7
SECTION 1.02 General Interpretive Principles......................................................109
SECTION 1.03 Calculation of LIBOR.................................................................110
SECTION 1.04 Certain Matters Regarding Early Defeasance Trust Mortgage Loans......................111
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Trust Mortgage Loans...................................................112
SECTION 2.02 Acceptance of the Trust Fund by Trustee..............................................115
SECTION 2.03 Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage Loans for
Document Defects and Breaches of Representations and Warranties...................117
SECTION 2.04 Representations and Warranties of Depositor..........................................121
SECTION 2.05 Conveyance of Loan REMIC Regular Interests and REMIC I Regular Interests;
Acceptance of Loan REMIC, REMIC I, REMIC II and Grantor Trusts by Trustee.........123
SECTION 2.06 Issuance of Loan REMIC Interests and REMIC I Interests...............................124
SECTION 2.07 Execution, Authentication and Delivery of Certificates...............................124
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01 Administration of the Serviced Mortgage Loans........................................125
SECTION 3.02 Collection of Trust Mortgage Loan Payments...........................................127
SECTION 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
Accounts..........................................................................131
SECTION 3.04 Collection Accounts, Interest Reserve Account, Gain-on-Sale Reserve Account,
Additional Interest Account, Distribution Account, SLC Custodial Accounts,
Floating Rate Account and Swap Collateral Accounts................................136
SECTION 3.05 Permitted Withdrawals from the Collection Accounts, Interest Reserve Account,
Additional Interest Account, Distribution Account, Floating Rate Accounts and
SLC Custodial Accounts............................................................145
SECTION 3.06 Investment of Funds in the Servicing Accounts, Reserve Accounts, Collection
Accounts, Interest Reserve Account, Distribution Account, Floating Rate
Accounts, SLC Custodial Accounts, Gain-on-Sale Reserve Account, Additional
Interest Account, and REO Accounts................................................158
SECTION 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage........161
SECTION 3.08 Enforcement of Alienation Clauses....................................................165
SECTION 3.09 Realization Upon Defaulted Trust Mortgage Loans; Required Appraisals.................168
SECTION 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files........................171
SECTION 3.11 Servicing Compensation...............................................................173
SECTION 3.12 Property Inspections; Collection of Financial Statements; Delivery of Certain
Reports...........................................................................180
SECTION 3.13 Annual Statement as to Compliance....................................................183
SECTION 3.14 Reports on Assessment of Compliance with Servicing Criteria; Registered Public
Accounting Firm Attestation Reports...............................................185
SECTION 3.15 Access to Certain Information........................................................187
SECTION 3.16 Title to REO Property; REO Accounts..................................................191
SECTION 3.17 Management of REO Property...........................................................192
SECTION 3.18 Resolution of Defaulted Trust Mortgage Loans and REO Properties......................195
SECTION 3.19 Additional Obligations of Master Servicers and Special Servicer......................200
SECTION 3.20 Modifications, Waivers, Amendments and Consents......................................201
SECTION 3.21 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping...209
SECTION 3.22 Sub-Servicing Agreements.............................................................211
SECTION 3.23 Representations and Warranties of Master Servicers and Special Servicer..............214
SECTION 3.24 Sub-Servicing Agreement Representation and Warranty..................................217
SECTION 3.25 Designation of Controlling Class Representative......................................217
SECTION 3.26 Servicing of a Serviced Loan Combination and Certain Matters Regarding any Loan
Combination.......................................................................219
SECTION 3.27 Litigation Control...................................................................223
SECTION 3.28 The Swap Agreements..................................................................228
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions........................................................................232
SECTION 4.02 Statements to Certificateholders: CMSA Loan Periodic Update File....................243
SECTION 4.03 P&I Advances.........................................................................250
SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of
Mortgage Deferred Interest; Allocation of Appraisal Reduction Amounts; and
Allocation of Prepayment Interest Shortfalls......................................255
SECTION 4.05 Calculations.........................................................................258
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.....................................................................259
SECTION 5.02 Registration of Transfer and Exchange of Certificates................................259
SECTION 5.03 Book-Entry Certificates..............................................................268
SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates....................................269
SECTION 5.05 Persons Deemed Owners................................................................270
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01 Liability of Depositor, Master Servicers and Special Servicer........................271
SECTION 6.02 Merger, Consolidation or Conversion of Depositor or Master Servicer or Special
Servicer..........................................................................271
SECTION 6.03 Limitation on Liability of Depositor, Master Servicer and Special Servicer...........271
SECTION 6.04 Resignation of a Master Servicer and the Special Servicer............................273
SECTION 6.05 Rights of Depositor, Certificate Administrator and Trustee in Respect of the
Master Servicers and the Special Servicer.........................................274
SECTION 6.06 Depositor, Master Servicers and Special Servicer to Cooperate with Trustee and
Certificate Administrator.........................................................274
SECTION 6.07 Depositor, Special Servicer, the Certificate Administrator and Trustee to
Cooperate with Master Servicer....................................................274
SECTION 6.08 Depositor, Master Servicers, the Certificate Administrator and Trustee to
Cooperate with Special Servicer...................................................274
SECTION 6.09 Designation of Special Servicer by the Controlling Class Certificateholders and
Others............................................................................274
SECTION 6.10 Master Servicer or Special Servicer as Owner of a Certificate........................277
SECTION 6.11 The Controlling Class Representative.................................................278
SECTION 6.12 Certain Matters Regarding the Serviced Pari Passu Loan Combinations..................281
SECTION 6.13 Certain Matters Regarding the Greensboro Corporate Center Loan Combination...........282
ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default and Outside Servicer Defaults......................................283
SECTION 7.02 Trustee to Act; Appointment of Successor.............................................290
SECTION 7.03 Notification to Certificateholders and Others........................................291
SECTION 7.04 Waiver of Events of Default..........................................................292
SECTION 7.05 Additional Remedies of Trustee Upon Event of Default or Outside Servicer Default.....292
ARTICLE VIII
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
SECTION 8.01 Duties of Trustee....................................................................293
SECTION 8.02 Certain Matters Affecting Trustee....................................................294
SECTION 8.03 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of
Certificates or Trust Mortgage Loans..............................................295
SECTION 8.04 Trustee and Certificate Administrator May Own Certificates...........................296
SECTION 8.05 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of
Trustee and Certificate Administrator.............................................296
SECTION 8.06 Eligibility Requirements for Trustee and Certificate Administrator...................297
SECTION 8.07 Resignation and Removal of Trustee and Certificate Administrator.....................298
SECTION 8.08 Successor Trustee and Certificate Administrator......................................299
SECTION 8.09 Merger or Consolidation of Trustee and Certificate Administrator.....................300
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee........................................300
SECTION 8.11 Appointment of Custodians............................................................301
SECTION 8.12 Appointment of Authenticating Agents.................................................302
SECTION 8.13 Access to Certain Information........................................................303
SECTION 8.14 Representations, Warranties and Covenants of Certificate Administrator...............303
SECTION 8.15 Representations, Warranties and Covenants of Trustee.................................305
SECTION 8.16 Reports to the Commission............................................................306
SECTION 8.17 Appointment of a Fiscal Agent........................................................313
SECTION 8.18 Representations and Warranties of Fiscal Agent.......................................315
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans...............317
SECTION 9.02 Additional Termination Requirements..................................................320
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01 REMIC Administration.................................................................322
SECTION 10.02 Grantor Trust Administration.........................................................325
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment............................................................................329
SECTION 11.02 Recordation of Agreement; Counterparts...............................................331
SECTION 11.03 Limitation on Rights of Certificateholders...........................................332
SECTION 11.04 Governing Law........................................................................332
SECTION 11.05 Notices..............................................................................333
SECTION 11.06 Severability of Provisions...........................................................334
SECTION 11.07 Grant of a Security Interest.........................................................334
SECTION 11.08 Successors and Assigns; Beneficiaries................................................334
SECTION 11.09 Article and Section Headings.........................................................334
SECTION 11.10 Notices to Rating Agencies...........................................................335
SECTION 11.11 Complete Agreement...................................................................336
SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
------------ --------------------
Schedule I Mortgage Loan Schedule for the Trust Mortgage Loans
Schedule II Schedule of Exceptions to Mortgage File Delivery
Schedule III Schedule of Mortgage Loans as to Which the Related Mortgaged
Property is Covered by a Lender's Environmental Insurance Policy
Schedule IV Schedule of Early Defeasance Trust Mortgage Loans
Schedule V Class A-SB Planned Principal Balance Schedule
Schedule VI Schedule of Earnouts/Holdbacks
Exhibit No. Exhibit Description
----------- --------------------
A-1 Form of Class X-0, X-0, X-0, X-0X, X-XX, X-0 and A-1A
Certificates
A-2 Form of Class X Certificates
A-3 Form of Class A-M, A-J, B, C, D, E and F Certificates
A-4 Form of Class A-4FL, A-MFL, A-JFL, G, H, J, K, L, M, N, O, P, Q
and S Certificates
A-5 Form of Class R Certificates
A-6 Form of Class Y Certificates
B Relevant Servicing Criteria
C Form of Custodial Certification
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Calculation of Net Cash Flow
F Form of Distribution Date Statement
G-1 Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
G-2 Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
G-3 Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
G-4 Form of Transferee Certificate for Transfers of Interests in
Rule 144A Global Certificates
G-5 Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
H-1 Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
H-2 Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
I-1 Form of Transfer Affidavit and Agreement regarding Class R
Certificates
I-2 Form of Transferor Certificate regarding Class R Certificates
J-1 Form of Notice and Acknowledgment
J-2 Form of Acknowledgment of Proposed Special Servicer
K List of Designated Sub-Servicers
L-1 Form of Information Request/Investor Certification for
Website Access from Certificate [Holder] [Owner]
L-2 Form of Information Request/Investor Certification for
Website Access from Prospective Investor
M Form of Purchase Option Notice
N Form of Defeasance Certification
O Form of Depositor Certification
P Form of Certificate Administrator Certification
Q-1 Form of Master Servicer Certification
Q-2 Form of Special Servicer Certification
R Form of Outside Master Servicer Notice
This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of July 1, 2007, among CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer No.
1, MIDLAND LOAN SERVICES, INC., as Master Servicer No. 2, CAPMARK FINANCE INC.,
as Master Servicer No. 3, CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer,
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee, and LASALLE BANK NATIONAL
ASSOCIATION, as Certificate Administrator.
PRELIMINARY STATEMENT
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund.
As provided herein, the Certificate Administrator will elect to
treat each Early Defeasance Trust Mortgage Loan, if any, as the primary asset of
a separate REMIC for federal income tax purposes, and each such REMIC will be
designated as a "Loan REMIC". The Class R Certificates will represent, among
other things, the sole class of "residual interests" in each Loan REMIC, if any,
for purposes of the REMIC Provisions under federal income tax law. In the case
of each Loan REMIC, if any, a single separate Loan REMIC Regular Interest,
constituting a beneficial ownership interest in the subject Loan REMIC, will be
issued on the Closing Date, and such Loan REMIC Regular Interest shall: (i) be
designated as "Loan REMIC Regular Interest ED-X" where X is the loan number for
the subject Early Defeasance Trust Mortgage Loan as shown on the Mortgage Loan
Schedule; and (ii) relate to the subject Early Defeasance Trust Mortgage Loan
and any successor REO Trust Mortgage Loan with respect thereto. Each Loan REMIC
Regular Interest, if any, will (i) accrue interest at the related per annum rate
described in the definition of "Loan REMIC Remittance Rate" and (ii) have an
initial Loan REMIC Principal Balance equal to the Cut-off Date Balance of the
related Early Defeasance Trust Mortgage Loan. None of the Loan REMIC Regular
Interests, if any, will be certificated. Schedule IV hereto identifies those
Trust Mortgage Loans, if any, that are Early Defeasance Trust Mortgage Loans. If
no Trust Mortgage Loan is identified on Schedule IV hereto, then no Loan REMIC
will be established, and the provisions of this Agreement, to the extent (but
only to the extent) that they relate to Early Defeasance Trust Mortgage Loans
and Loan REMICs, will not apply to the Subject Securitization Transaction and,
accordingly, will be of no force and effect (as and to the extent contemplated
by Section 1.04).
As provided herein, the Certificate Administrator will elect to
treat the segregated pool of assets consisting of the Trust Mortgage Loans
(other than the Early Defeasance Trust Mortgage Loans and exclusive of (i) the
related Excess Servicing Strips, (ii) any collections of Additional Interest on
any such Trust Mortgage Loans that constitute ARD Trust Mortgage Loans after
their respective Anticipated Repayment Dates and (iii) any Capmark Retained
Rights), the Loan REMIC Regular Interests and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I". The Class R
Certificates will represent, among other things, the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal income
tax law. The following table sets forth the designation, initial REMIC I
Principal Balance and Corresponding Class of Principal Balance Certificates for
each of the REMIC I Regular Interests. The REMIC I Remittance Rate in effect for
any REMIC I Regular Interest for any Distribution Date will be determined in
accordance with the definition of "REMIC I Remittance Rate". None of the REMIC I
Regular Interests will be certificated.
Initial REMIC I Corresponding Class of
Designation Principal Balance Principal Balance Certificates
----------- ----------------- ------------------------------
A-1 $155,000,000 X-0
X-0 $259,000,000 A-2
A-3 $387,000,000 X-0
X-0X $126,300,000 X-0X
X-XX $140,000,000 A-SB
A-4 $1,573,002,000 A-4
A-4FL $200,000,000 A-4FL
A-1A $488,932,000 A-1A
A-M $425,605,000 A-M
A-MFL $50,000,000 A-MFL
A-J $248,319,000 A-J
A-JFL $150,000,000 A-JFL
B $23,780,000 B
C $71,341,000 C
D $35,670,000 D
E $29,725,000 E
F $35,671,000 F
G $47,560,000 G
H $53,506,000 H
J $65,395,000 J
K $53,506,000 K
L $11,890,000 L
M $11,890,000 M
N $17,835,000 N
O $11,891,000 O
P $5,945,000 P
Q $5,946,000 Q
S $71,340,403 S
As provided herein, the Certificate Administrator will elect to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II". The Class R Certificates will represent, among
other things, the sole class of "residual interests" in REMIC II for purposes of
the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the Class designation and original Class Principal
Balance for each Class of the Regular Certificates and each Group FL REMIC II
Regular Interest. The Pass-Through Rate with respect to each Class of Regular
Certificates and each Group FL REMIC II Regular Interest for any Distribution
Date will be determined in accordance with the definition of "Pass-Through
Rate". For federal income tax purposes, each Class of the Regular Certificates
(exclusive of the Class X Certificates) will evidence a beneficial interest in
REMIC II that constitutes, and each Class X Component and each Group FL REMIC II
Regular Interest will be, a separate "regular interest" in REMIC II.
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Class Original Class
Designation Principal Balance
----------- ------------------
Class A-1 $ 155,000,000
Class A-2 $ 259,000,000
Class A-3 $ 387,000,000
Class A-3B $ 126,300,000
Class A-SB $ 140,000,000
Class A-4 $ 1,573,002,000
Class A-4FL(1) $ 200,000,000
Class A-1A $ 488,932,000
Class A-M $ 425,605,000
Class A-MFL(2) $ 50,000,000
Class A-J $ 248,319,000
Class A-JFL(3) $ 150,000,000
Class B $ 23,780,000
Class C $ 71,341,000
Class D $ 35,670,000
Class E $ 29,725,000
Class F $ 35,671,000
Class G $ 47,560,000
Class H $ 53,506,000
Class J $ 65,395,000
Class K $ 53,506,000
Class L $ 11,890,000
Class M $ 11,890,000
Class N $ 17,835,000
Class O $ 11,891,000
Class P $ 5,945,000
Class Q $ 5,946,000
Class S $ 71,340,403
Class X (4)
_______________
(1) Refers to the Class A-4FL REMIC II Regular Interest and not
the Class A-4 Certificates.
(2) Refers to the Class A-MFL REMIC II Regular Interest and not
the Class A-M Certificates.
(3) Refers to the Class A-JFL REMIC II Regular Interest and not
the Class A-J Certificates.
(4) The Class X Certificates will not have a Class Principal
Balance and will not entitle Holders thereof to receive
distributions of principal. The Class X Certificates will have
a Class Notional Amount that will equal the aggregate of the
Component Notional Amounts of the Class X Components from time
to time. As more specifically provided herein, interest in
respect of the Class X Certificates will consist of the
aggregate amount of interest accrued on the respective
Component Notional Amounts of the Class X Components from time
to time.
The portion of the Trust Fund consisting of (i) the Class A-4FL
REMIC II Regular Interest, the Class A-4FL Swap Agreement and the Class A-4FL
Floating Rate Account and (ii) amounts
-3-
held from time to time in the Class A-4FL Floating Rate Account that represent
distributions on the Class A-4FL REMIC II Regular Interest and payments by the
Class A-4FL Swap Counterparty under the Class A-4FL Swap Agreement, shall be
treated as a grantor trust for federal income tax purposes and shall be
designated as "Grantor Trust A-4FL". The portion of the Trust Fund consisting of
(i) the Class A-MFL REMIC II Regular Interest, the Class A-MFL Swap Agreement
and the Class A-MFL Floating Rate Account and (ii) amounts held from time to
time in the Class A-MFL Floating Rate Account that represent distributions on
the Class A-MFL REMIC II Regular Interest and payments by the Class A-MFL Swap
Counterparty under the Class A-MFL Swap Agreement, shall be treated as a grantor
trust for federal income tax purposes and shall be designated as "Grantor Trust
A-MFL". The portion of the Trust Fund consisting of (i) the Class A-JFL REMIC II
Regular Interest, the Class A-JFL Swap Agreement and the Class A-JFL Floating
Rate Account and (ii) amounts held from time to time in the Class A-JFL Floating
Rate Account that represent distributions on the Class A-JFL REMIC II Regular
Interest and payments by the Class A-JFL Swap Counterparty under the Class A-JFL
Swap Agreement, shall be treated as a grantor trust for federal income tax
purposes and shall be designated as "Grantor Trust A-JFL". As provided herein,
the Certificate Administrator shall take all actions required hereunder to
ensure that the various portions of the Trust Fund consisting of the Grantor
Trust A-4FL Assets, the Grantor Trust A-MFL Assets and the Grantor Trust A-JFL
Assets, respectively, maintain their status as three separate grantor trusts
under federal income tax law and not be treated as part of any REMIC Pool. The
Class A-4FL Certificates shall represent undivided beneficial interests in
Grantor Trust A-4FL as described herein, the Class A-MFL Certificates shall
represent undivided beneficial interests in Grantor Trust A-MFL as described
herein, and the Class A-JFL Certificates shall represent undivided beneficial
interests in Grantor Trust A-JFL as described herein.
The portion of the Trust Fund consisting of (i) the Additional
Interest and the Additional Interest Account and (ii) amounts held from time to
time in the Additional Interest Account that represent Additional Interest,
shall be treated as a grantor trust for federal income tax purposes and shall be
designated as "Grantor Trust Y". As provided herein, the Certificate
Administrator shall take all actions required hereunder to ensure that the
portion of the Trust Fund consisting of the Grantor Trust Y Assets maintains its
status as a grantor trust under federal income tax law and not be treated as
part of any REMIC Pool. The Class Y Certificates shall represent undivided
beneficial interests in Grantor Trust Y as described herein.
One (1) Trust Mortgage Loan (the "Ala Moana Portfolio Trust Mortgage
Loan") has a Cut-off Date Balance of $100,000,000, is collectively evidenced by
two separate promissory notes designated as Note A-2 and Note A-4, respectively,
and is secured by Mortgages encumbering the portfolio of properties identified
on the Mortgage Loan Schedule as Ala Moana Portfolio (collectively, the "Ala
Moana Portfolio Mortgaged Properties"). Those Mortgages encumbering the Ala
Moana Portfolio Mortgaged Properties also secure multiple other mortgage loans
that will not be part of the Trust Fund (such other mortgage loans,
collectively, the "Ala Moana Portfolio Non-Trust Mortgage Loans"), consisting
of: (i) two (2) or more mortgage loans (the "Ala Moana Portfolio Pari Passu
Non-Trust Mortgage Loans") with an aggregate principal balance as of the Cut-off
Date of $1,100,000,000, which mortgage loans are generally pari passu in right
of payment with the Ala Moana Portfolio Trust Mortgage Loan; and (ii) two (2) or
more mortgage loans (the "Ala Moana Portfolio Subordinate Non-Trust Mortgage
Loans") with an aggregate principal balance as of the Cut-off Date of
$300,000,000, which mortgage loans are generally subordinate in right of payment
to the Ala Moana Portfolio Trust Mortgage Loan and the Ala Moana Portfolio Pari
Passu Non-Trust Mortgage Loans. The Ala Moana Portfolio Trust Mortgage Loan and
the Ala Moana Portfolio Non-Trust Mortgage Loans collectively
-4-
constitute the "Ala Moana Portfolio Loan Combination" (which term shall include
any group of successor REO Mortgage Loans or comparable deemed mortgage loans
with respect to those multiple mortgage loans). The relative rights of the
respective lenders in respect of the Ala Moana Portfolio Loan Combination are
set forth in a co-lender agreement dated as of October 19, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the "Ala Moana
Portfolio Co-Lender Agreement"), between the holders of the Mortgage Note for
the Ala Moana Portfolio Trust Mortgage Loan and the holders of the promissory
notes for the Ala Moana Portfolio Non-Trust Mortgage Loans. The entire Ala Moana
Portfolio Loan Combination is to be serviced and administered in accordance with
a pooling and servicing agreement dated as of October 1, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, together with
any other applicable successor servicing agreement, the "Ala Moana Outside
Servicing Agreement"), between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Capmark Finance Inc. and Wachovia Bank, National Association, as
master servicers, X.X. Xxxxxx Company, Inc., as special servicer, and LaSalle
Bank National Association, as trustee and paying agent.
Each of the Mortgaged Properties identified in the following table
is encumbered by a Mortgage that secures two (2) or more mortgage loans
(together, a "Pari Passu Loan Combination", which term includes any group of
successor REO Mortgage Loans or comparable deemed mortgage loans with respect to
those multiple mortgage loans): (i) one (1) mortgage loan that will be part of
the Trust Fund, that is evidenced by its own promissory note (or, in the case of
the AmeriCold Portfolio Trust Mortgage Loan, three separate promissory notes)
and has a Cut-off Date Balance equal to the amount set forth in the following
table; and (ii) one (1) or more mortgage loans (each, a "Pari Passu Non-Trust
Mortgage Loan", which term also applies to each Ala Moana Portfolio Pari Passu
Non-Trust Mortgage Loan) that will not be part of the Trust Fund, that are each
evidenced by its own promissory note, that are each generally pari passu in
right of payment with the related Trust Mortgage Loan and that has or
collectively have, as the case may be, an unpaid principal balance as of the
Cut-off Date equal to the amount set forth in the following table:
Cut-off Date Balance Cut-off Date Balance
Name of Mortgaged Property of Subject Trust of Related Pari Passu
as set forth on the Mortgage Loan Schedule Mortgage Loan Non-Trust Mortgage Loan(s)
------------------------------------------ -------------------- --------------------------
1. DDR Southeast Pool $ 442,500,000 $ 442,500,000
2. AmeriCold Portfolio $ 145,000,000 $ 180,000,000
3. 000 Xxxx Xxxxxxx $ 66,250,000 $ 198,750,000
The relative rights of the respective lenders in respect of each
Pari Passu Loan Combination are set forth in a co-lender agreement or
intercreditor agreement (as amended, restated, supplemented or otherwise
modified from time to time, an "A/A Co-Lender Agreement"), between the holder of
the Mortgage Note for the related Trust Mortgage Loan and the holder(s) of the
promissory note(s) for the related Pari Passu Non-Trust Mortgage Loan(s).
The DDR Southeast Pool Loan Combination and the 000 Xxxx Xxxxxxx
Loan Combination are each to be serviced and administered in accordance with
this Agreement.
The AmeriCold Portfolio Loan Combination is to be serviced and
administered in accordance with a pooling and servicing agreement dated as of
March 1, 2007 (as amended, restated,
-5-
supplemented or otherwise modified from time to time, together with any other
applicable successor servicing agreement, the "AmeriCold Portfolio Outside
Servicing Agreement"), between Citigroup Commercial Mortgage Securities Inc., as
depositor, Wachovia Bank, National Association, Midland Loan Services, Inc. and
Capmark Finance Inc., as master servicers, LNR Partners, Inc., as special
servicer, Xxxxx Fargo Bank, National Association, as trustee, and LaSalle Bank
National Association, as certificate administrator.
Each of the Mortgaged Properties identified in the following table
is encumbered by a Mortgage that secures two (2) mortgage loans (together, an
"A/B Loan Combination", which term shall include any group of successor REO
Mortgage Loans with respect to those two (2) mortgage loans): (i) one (1)
mortgage loan (the "A-Note Trust Mortgage Loan") that will be part of the Trust
Fund, that is evidenced by a promissory note designated as Note A and that has a
Cut-off Date Balance equal to the amount set forth in the following table; and
(ii) one (1) mortgage loan (the "B-Note Non-Trust Mortgage Loan") that will not
be part of the Trust Fund, that is evidenced by a promissory note designated as
Note B and that is (as and to the extent set forth in the related Co-Lender
Agreement) subordinate in right of payment of interest and principal to the
related A-Note Trust Mortgage Loan and that has an unpaid principal balance as
of the Cut-off Date equal to the amount set forth in the following table.
Cut-off Date Balance Cut-off Date Balance
Name of Mortgaged Property of Note A of Note B
as set forth on the Mortgage Loan Schedule Trust Mortgage Loan Non-Trust Mortgage Loan
------------------------------------------ -------------------- -----------------------
1. Greensboro Corporate Center $ 130,000,000 $ 10,000,000
2. Bear Creek Apartments $ 6,345,689 $ 405,000
The relative rights of the respective lenders in respect of each A/B
Loan Combination are set forth in a related co-lender agreement or intercreditor
agreement (as amended, restated, supplemented or otherwise modified from time to
time, an "A/B Co-Lender Agreement"), between the holder of the Mortgage Note for
the related A-Note Trust Mortgage Loan and the holder of the promissory note for
the related B-Note Non-Trust Mortgage Loan. Each A/B Loan Combination is to be
serviced and administered in accordance with this Agreement.
Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicer, the Trustee and the
Certificate Administrator agree as follows:
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ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.
"600 West Chicago Co-Lender Agreement": The A/A Co-Lender Agreement
that relates to the 000 Xxxx Xxxxxxx Loan Combination.
"600 West Chicago Loan Combination": The Pari Passu Loan Combination
that is secured by a Mortgage encumbering the 000 Xxxx Xxxxxxx Mortgaged
Property, together with any group of REO Mortgage Loans or comparable deemed
mortgage loans in respect thereof.
"600 West Chicago Mortgaged Property": The real property identified
on the Mortgage Loan Schedule as 000 Xxxx Xxxxxxx.
"600 West Chicago Non-Trust Mortgage Loan": A mortgage loan that is
part of the 000 Xxxx Xxxxxxx Loan Combination but is not included in the Trust
Fund.
"600 West Chicago Non-Trust Mortgage Loan Noteholder": Any holder of
a promissory note evidencing a 000 Xxxx Xxxxxxx Non-Trust Mortgage Loan.
"600 West Chicago REO Property": Any REO Property relating to the
000 Xxxx Xxxxxxx Loan Combination.
"600 West Chicago Special Servicer": The party responsible for
performing the duties of Special Servicer hereunder with respect to the 000 Xxxx
Xxxxxxx Loan Combination or any 000 Xxxx Xxxxxxx REO Property.
"600 West Chicago Trust Mortgage Loan": The Trust Mortgage Loan that
is part of the 000 Xxxx Xxxxxxx Loan Combination and is identified on the
Mortgage Loan Schedule by loan number 12.
"A-Note Trust Mortgage Loan": As defined in the Preliminary
Statement hereto.
"A/A Co-Lender Agreement": As defined in the Preliminary Statement
hereto.
"A/A Controlling Party": With respect to the DDR Southeast Pool Loan
Combination, the Controlling Class Representative; with respect to the AmeriCold
Portfolio Loan Combination, the AmeriCold Portfolio Controlling Party; and with
respect to the 000 Xxxx Xxxxxxx Trust Mortgage Loan, the Controlling Class
Representative.
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"A/B Co-Lender Agreement": As defined in the Preliminary Statement
hereto.
"A/B Controlling Party": With respect to the Greensboro Corporate
Center, the Greensboro Corporate Center Controlling Party; and with respect to
each other A/B Loan Combination, the Controlling Class Representative.
"A/B Loan Combination": As defined in the Preliminary Statement
hereto.
"Accrued Certificate Interest": With respect to any Class of
Principal Balance Certificates (other than the Floating Rate Certificates) and
any Group FL REMIC II Regular Interest for any Distribution Date, one-twelfth of
the product of (a) the annual Pass-Through Rate applicable to such Class of
Certificates or such Group FL REMIC II Regular Interest, as the case may be, for
such Distribution Date, multiplied by (b) the related Class Principal Balance
outstanding immediately prior to such Distribution Date; and, with respect to
the Class X Certificates for any Distribution Date, the aggregate amount of
Accrued Component Interest with respect to all of the Class X Components for
such Distribution Date. Accrued Certificate Interest shall be calculated on a
30/360 Basis and, with respect to each Class of Regular Certificates and each
Group FL REMIC II Regular Interest for any Distribution Date, shall be deemed to
accrue during the calendar month preceding the month in which such Distribution
Date occurs.
"Accrued Component Interest": With respect to any Class X Component
for any Distribution Date, one-twelfth of the product of (a) the annual Class X
Strip Rate applicable to such Class X Component for such Distribution Date,
multiplied by (b) the Component Notional Amount of such Class X Component
outstanding immediately prior to such Distribution Date. Accrued Component
Interest shall be calculated on a 30/360 Basis and, with respect to each Class X
Component for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.
"Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable accrual period) in a year assumed to consist of 360 days.
"Actual/360 Trust Mortgage Loan": Each Trust Mortgage Loan that
accrues interest on an Actual/360 Basis and that is identified as an Actual/360
Trust Mortgage Loan on the Mortgage Loan Schedule.
"Additional Floating Rate I Swap Payment": The Class A-4FL
Additional Floating Rate I Swap Payment, the Class A-MFL Additional Floating
Rate I Swap Payment or the Class A-JFL Additional Floating Rate I Swap Payment,
as the context may require.
"Additional Interest": With respect to any ARD Trust Mortgage Loan
after its Anticipated Repayment Date, all interest accrued on the principal
balance of such ARD Trust Mortgage Loan at the Additional Interest Rate (the
payment of which interest shall, under the terms of such ARD Trust Mortgage
Loan, be deferred until the entire outstanding principal balance of such ARD
Trust Mortgage Loan has been paid), together with all interest, if any, accrued
at the related Mortgage Rate plus the related Additional Interest Rate on such
deferred interest. For purposes of this Agreement, Additional Interest on an ARD
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto shall be deemed not to constitute principal or any portion thereof and
shall not be added
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to the unpaid principal balance or Stated Principal Balance of such ARD Trust
Mortgage Loan or successor REO Trust Mortgage Loan, notwithstanding that the
terms of the related Trust Mortgage Loan documents so permit. To the extent that
any Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.
"Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Certificate Administrator pursuant to
Section 3.04(d) on behalf of the Trustee in trust for the Certificateholders,
which shall be entitled "[NAME OF CERTIFICATE ADMINISTRATOR], as Certificate
Administrator, for [NAME OF TRUSTEE], as Trustee, in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, Additional Interest Account". The
Additional Interest Account shall not be an asset of any REMIC Pool.
"Additional Interest Rate": With respect to any ARD Trust Mortgage
Loan after its Anticipated Repayment Date, the incremental increase in the per
annum rate at which such ARD Trust Mortgage Loan accrues interest after the
Anticipated Repayment Date (in the absence of defaults) as calculated and as set
forth in the related Trust Mortgage Loan documents.
"Additional Item 1123 Servicer": Any Additional Servicer that meets
the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect
to the Subject Securitization Transaction.
"Additional Servicer": Any Servicer, other than a Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee.
"Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d),
interest payable to any party hereto on Advances made thereby (to the extent not
offset by Penalty Interest and late payment charges or amounts otherwise payable
to any related Non-Trust Mortgage Loan Noteholder) and amounts payable to the
Special Servicer in connection with inspections of Mortgaged Properties required
pursuant to the first sentence of Section 3.12(a) (to the extent not otherwise
paid from Penalty Interest and late payment charges or amounts otherwise payable
to any related Non-Trust Mortgage Loan Noteholder or recovered from the related
Mortgagor), as well as (without duplication) any of the expenses of the Trust
Fund that may be withdrawn (x) pursuant to any of clauses (xi), (xii), (xiii),
(xv), (xviii), (xix) and (xxi) of Section 3.05(a), out of general collections on
the Trust Mortgage Loans and any REO Properties on deposit in the Collection
Account, or (y) pursuant to any of clauses (x), (xi), (xii), (xiv) and (xv) of
Section 3.05(e), out of collections on any Serviced Loan Combination or any
related SLC REO Property on deposit in the related SLC Custodial Account, but
only to the extent that such collections would otherwise be transferred to a
Collection Account with respect to the related LC Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, or (z) pursuant to any
of clauses (ii), (iv), (v) and (vi) of Section 3.05(b) out of general
collections on the Trust Mortgage Loans and any REO Properties on deposit in the
Distribution Account; provided that for purposes of the allocations contemplated
by Section 4.04, no such expense shall be deemed to have been incurred by the
Trust Fund until such time as the payment thereof is actually made from a
Collection Account, an SLC Custodial Account or the Distribution Account, as the
case may be.
"Additional Yield Amount": With respect to (i) any Distribution
Date, (ii) any Class of Principal Balance Certificates (other than any Excluded
Class) or any Group FL REMIC II Regular Interest, and (iii) any Yield
Maintenance Charge or Prepayment Premium actually Received by the Trust
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during the related Collection Period on a Trust Mortgage Loan or an REO Trust
Mortgage Loan (for purposes of this definition, the "Prepaid Loan") in a Loan
Group with respect to which distributions of principal are being made on such
Class of Principal Balance Certificates or such Group FL REMIC II Regular
Interest, as the case may be, on such Distribution Date, the product of (a) such
Yield Maintenance Charge or Prepayment Premium (net of any Liquidation Fee
payable in connection with the receipt thereof), multiplied by (b) a fraction,
which in no event will be greater than one or less than zero, the numerator of
which is equal to the positive excess, if any, of (i) the Pass-Through Rate for
such Class of Principal Balance Certificates or such Group FL REMIC II Regular
Interest, as the case may be, for such Distribution Date, over (ii) the related
Discount Rate, and the denominator of which is equal to the positive excess, if
any, of (i) the Mortgage Rate for the Prepaid Loan, over (ii) the related
Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to
the amount of principal distributable on such Class of Principal Balance
Certificates or such Group FL REMIC II Regular Interest, as the case may be, on
such Distribution Date with respect to the Loan Group that includes the Prepaid
Loan, and the denominator of which is equal to that portion of the Principal
Distribution Amount for such Distribution Date that is attributable to the Loan
Group that includes the Prepaid Loan.
"Adjusted REMIC I Remittance Rate": With respect to any REMIC I
Regular Interest (other than REMIC I Regular Interest A-4FL, REMIC I Regular
Interest A-MFL and REMIC I Regular Interest A-JFL), for any Distribution Date,
an annual rate equal to the Pass-Through Rate in effect for such Distribution
Date for the Class of Principal Balance Certificates as to which such REMIC I
Regular Interest is the Corresponding REMIC I Regular Interest; with respect to
REMIC I Regular Interest A-4FL, for any Distribution Date, an annual rate equal
to the Pass-Through Rate in effect for such Distribution Date for the Class
A-4FL REMIC II Regular Interest; with respect to REMIC I Regular Interest A-MFL,
for any Distribution Date, an annual rate equal to the Pass-Through Rate in
effect for such Distribution Date for the Class A-MFL REMIC II Regular Interest;
and with respect to REMIC I Regular Interest A-JFL, for any Distribution Date,
an annual rate equal to the Pass-Through Rate in effect for such Distribution
Date for the Class A-JFL REMIC II Regular Interest.
"Administered REO Property": Any REO Property that relates to a
Serviced Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(f).
"Adverse Rating Event": Any qualification, downgrade or withdrawal
of any rating assigned by a Rating Agency to the Certificates or by an Other
Rating Agency to any Specially Designated Non-Trust Mortgage Loan Securities.
"Adverse REMIC Event": As defined in Section 10.01(h).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
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"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Aggregate Excess Servicing Strip": With respect to Master Servicer
No. 1, the aggregate Excess Servicing Strip for those Trust Mortgage Loans as to
which Master Servicer No. 1 is the applicable Master Servicer and for any
successor REO Trust Mortgage Loans with respect thereto; with respect to Master
Servicer No. 2, the aggregate Excess Servicing Strip for those Trust Mortgage
Loans as to which Master Servicer No. 2 is the applicable Master Servicer and
for any successor REO Trust Mortgage Loans with respect thereto; and with
respect to Master Servicer No. 3, the aggregate Excess Servicing Strip for those
Trust Mortgage Loans as to which Master Servicer No. 3 is the applicable Master
Servicer and for any successor REO Trust Mortgage Loans with respect thereto.
"Ala Moana Portfolio Co-Lender Agreement": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Controlling Holder": The "Controlling Holder"
under the Ala Moana Portfolio Co-Lender Agreement.
"Ala Moana Portfolio Loan Combination": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Mortgaged Properties": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Non-Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Outside Servicing Agreement": As defined in the
Preliminary Statement hereto.
"Ala Moana Portfolio Pari Passu Non-Trust Mortgage Loans": As
defined in the Preliminary Statement hereto.
"Ala Moana Portfolio Subordinate Non-Trust Mortgage Loans": As
defined in the Preliminary Statement hereto.
"Ala Moana Portfolio Trust Mortgage Loan": As defined in the
Preliminary Statement hereto.
"AmeriCold Portfolio Co-Lender Agreement": The A/A Co-Lender
Agreement that relates to the AmeriCold Portfolio Loan Combination.
"AmeriCold Portfolio Controlling Party": The AmeriCold Portfolio
Directing Lender, whether acting directly or through representatives appointed
pursuant to the AmeriCold Portfolio Co-Lender Agreement.
"AmeriCold Portfolio Directing Lender": The "Directing Lender"
within the meaning of the AmeriCold Portfolio Co-Lender Agreement.
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"AmeriCold Portfolio Loan Combination": The Pari Passu Loan
Combination that is secured by one or more mortgages, deeds of trust, deeds to
secure debt or similar instruments encumbering the AmeriCold Portfolio Mortgaged
Properties, together with any group of REO Mortgage Loans or comparable deemed
mortgage loans in respect thereof.
"AmeriCold Portfolio Major Action": Any of the actions described in
clauses (i) through (xiv) of Section 3.02(a) of the AmeriCold Co-Lender
Agreement.
"AmeriCold Portfolio Mortgaged Properties": The portfolio of real
properties identified on the Mortgage Loan Schedule as the CGM AmeriCold
Portfolio.
"AmeriCold Portfolio Non-Trust Mortgage Loan": The mortgage loan
that is part of the AmeriCold Portfolio Loan Combination but is not included in
the Trust Fund.
"AmeriCold Portfolio Non-Trust Mortgage Loan Noteholder": The holder
of the promissory note evidencing the AmeriCold Portfolio Non-Trust Mortgage
Loan.
"AmeriCold Portfolio REO Property": Any REO Property relating to the
AmeriCold Portfolio Loan Combination.
"AmeriCold Portfolio Special Servicer": The party responsible for
performing the duties of Special Servicer hereunder with respect to the
AmeriCold Portfolio Loan Combination or any AmeriCold Portfolio REO Property.
"AmeriCold Portfolio Trust Mortgage Loan": The Trust Mortgage Loan
that is part of the AmeriCold Portfolio Loan Combination and is identified on
the Mortgage Loan Schedule by loan number 2.
"Annual Assessment Report": As defined in Section 3.14.
"Annual Attestation Report": As defined in Section 3.14.
"Annual Statement of Compliance": As defined in Section 3.13.
"Anticipated Repayment Date": For each ARD Trust Mortgage Loan, the
date specified in the related Mortgage Note after which the per annum rate at
which interest accrues on such ARD Trust Mortgage Loan will increase as
specified in the related Mortgage Note (other than as a result of a default
thereunder).
"Appraisal": With respect to any Trust Mortgage Loan, an appraisal
of the related Mortgaged Property from an Independent Appraiser selected by the
Special Servicer or the applicable Master Servicer, prepared in accordance with
12 C.F.R. ss. 225.64 and conducted in accordance with the standards of the
American Appraisal Institute by an Independent Appraiser, which Independent
Appraiser shall be advised to take into account the factors specified in Section
3.09(a), any available environmental, engineering or other third-party reports,
and other factors that a prudent real estate appraiser would consider. Absent
bad faith, any party hereto may conclusively rely on any Appraisal obtained by
or delivered to that party in accordance with this Agreement for purposes of
establishing the Appraised Value of a Mortgaged Property.
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"Appraisal Reduction Amount": With respect to any Required Appraisal
Trust Mortgage Loan, the excess, if any, of: (a) the sum of, as calculated by
the Special Servicer as of the first Determination Date immediately succeeding
the Special Servicer obtaining knowledge of the subject Trust Mortgage Loan
becoming a Required Appraisal Trust Mortgage Loan, if no new Required Appraisal
is required, or the date on which a Required Appraisal (or letter update or
internal valuation, if applicable) is obtained, if a new Required Appraisal is
required, and as of each Determination Date thereafter so long as the related
Trust Mortgage Loan remains a Required Appraisal Trust Mortgage Loan (without
duplication), (i) the Stated Principal Balance of the subject Required Appraisal
Trust Mortgage Loan, (ii) to the extent not previously advanced by or on behalf
of the applicable Master Servicer, the Trustee or any Fiscal Agent, all unpaid
interest accrued on such Required Appraisal Trust Mortgage Loan through the most
recent Due Date prior to such Determination Date at a per annum rate equal to
the related Net Mortgage Rate (exclusive of any portion thereof that constitutes
Additional Interest), (iii) without duplication, all accrued but unpaid
Servicing Fees, and all accrued but unpaid items that, upon payment, would be
Additional Trust Fund Expenses, in respect of such Required Appraisal Trust
Mortgage Loan, (iv) all related unreimbursed Advances (plus accrued interest
thereon) made by or on behalf of the Special Servicer, the applicable Master
Servicer, the Trustee or any Fiscal Agent with respect to such Required
Appraisal Trust Mortgage Loan and (v) all currently due and unpaid real estate
taxes and unfunded improvement reserves and assessments, insurance premiums,
and, if applicable, ground rents in respect of the related Mortgaged Property;
over (b) an amount equal to the sum of (i) the Required Appraisal Value and (ii)
all escrows, reserves and letters of credit held for the purposes of reserves
(provided such letters of credit may be drawn upon for reserve purposes under
the related loan documents) held with respect to such Required Appraisal Trust
Mortgage Loan. If the Special Servicer fails to obtain a Required Appraisal (or
letter update or internal valuation, if applicable) within the time limit
described in Section 3.09(a), and such Required Appraisal (or letter update or
internal valuation, if applicable) is required thereunder, then the Appraisal
Reduction Amount for the related Required Appraisal Trust Mortgage Loan will
equal 25% of the outstanding principal balance of such Required Appraisal Trust
Mortgage Loan to be adjusted upon receipt of a Required Appraisal or letter
update or internal valuation, if applicable. With respect to the Greensboro
Corporate Center Loan Combination, Section 9(e)(I) of the Greensboro Corporate
Center Co-Lender Agreement permits the Greensboro Corporate Center Controlling
Party to direct the Special Servicer to retain an appraiser reasonably
satisfactory to the Greensboro Corporate Center Controlling Party to prepare a
second appraisal of the Greensboro Corporate Center Mortgaged Property at the
expense of the Greensboro Corporate Center Controlling Party. If the appraised
value of the Greensboro Corporate Center Mortgaged Property as determined based
on such second appraisal differs from that used in determining the Appraisal
Reduction Amount by more than 10%, the Special Servicer will be required to
direct the appraisers to jointly appoint a third appraiser, at the expense of
the Greensboro Corporate Center Non-Trust Mortgage Loan Noteholder, to reconcile
the differences between the appraised values determined under each appraisal;
provided that, until the determination of such third appraiser is rendered, the
appraised value of the Greensboro Corporate Center Mortgaged Property set forth
in the first appraisal will be used to calculate any Appraisal Reduction Amount
with respect to the Greensboro Corporate Center Loan Combination; and provided
further that, the determination of such third appraiser will be the final and
binding determination of the appraised value of the Greensboro Corporate Center
Mortgaged Property until the preparation of a new appraisal, if any, is required
in accordance with this Agreement and the Greensboro Corporate Center Co-Lender
Agreement.
Each Serviced Loan Combination will be treated as a single Trust
Mortgage Loan for purposes of calculating an Appraisal Reduction Amount and, to
the extent known to the party
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calculating any Appraisal Reduction Amount with respect to a Pari Passu Loan
Combination that is a Serviced Loan Combination, amounts described in clause (a)
of the prior paragraph shall include unpaid interest on any delinquency advances
with respect to any related Pari Passu Non-Trust Mortgage Loan or any successor
REO Serviced Non-Trust Mortgage Loan with respect thereto that is included in a
rated commercial mortgage securitization. In addition, with respect to the
Greensboro Corporate Center Trust Mortgage Loan, any Reserve Collateral posted
by the Greensboro Corporate Center Non-Trust Loan Noteholder shall offset or be
taken into account in the calculation of any Appraisal Reduction Amount with
respect to the Greensboro Corporate Center Loan Combination as and to the extent
contemplated by the Greensboro Corporate Center Co-Lender Agreement.
Any Appraisal Reduction Amount with respect to an A/B Loan
Combination will be allocated first to the related B-Note Non-Trust Mortgage
Loan(s) (or any successor REO Serviced Non-Trust Mortgage Loans with respect
thereto) up to the outstanding principal balance thereof, together with all
unpaid interest (other than Default Interest) accrued thereon, and then to the
related A-Note Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto). Any Appraisal Reduction Amount with respect to a Pari
Passu Loan Combination that is a Serviced Loan Combination will be allocated
among the Mortgage Loans or REO Mortgage Loans, as the case may be, that
comprise such Loan Combination on a pro rata basis by balance.
Notwithstanding the foregoing, in the case of an Outside Serviced
Loan Combination, the term "Appraisal Reduction Amount" shall have the meaning
assigned to that term or any analogous term in the related Outside Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal Reduction Amount
with respect to an Outside Serviced Loan Combination shall be calculated, and
allocated between the respective mortgage loans comprising such Outside Serviced
Loan Combination by, the applicable Outside Servicer pursuant to the related
Outside Servicing Agreement; and the parties hereto shall be entitled to rely on
such calculations, and the allocations to the related Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as
reported to them by the applicable Outside Servicer.
"Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or letter update
or internal valuation, if applicable) that is contained in the related Servicing
File. Absent bad faith, any party hereto may conclusively rely on any Appraisal
(or letter update or internal valuation, if applicable) obtained by or delivered
to that party in accordance with this Agreement for purposes of establishing the
Appraised Value of a Mortgaged Property.
"ARD Trust Mortgage Loan": Any Trust Mortgage Loan that provides
that if the unamortized principal balance thereof is not repaid on its
Anticipated Repayment Date, such Trust Mortgage Loan will accrue Additional
Interest at the rate specified in the related Mortgage Note and the Mortgagor is
required to apply excess monthly cash flow generated by the related Mortgaged
Property to the repayment of the outstanding principal balance on such Trust
Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the origination of the related
Serviced Mortgage Loan.
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"Assumed Periodic Payment": With respect to any Balloon Loan for its
scheduled maturity date (provided that such Balloon Loan has not been paid in
full and no other Liquidation Event has occurred in respect thereof on or before
such scheduled maturity date) and for any Due Date thereafter as of which such
Balloon Loan remains outstanding and part of the Trust Fund, the Periodic
Payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the amount that would have been due in respect of such Balloon
Loan on such Due Date if the related Mortgagor had been required to continue to
pay principal in accordance with the amortization schedule, if any, and pay
interest accrued at the Mortgage Rate, in each case in effect immediately prior
to, and without regard to the occurrence of, its scheduled maturity date. With
respect to any REO Mortgage Loan, for any Due Date therefor as of which the
related REO Property or any interest therein remains part of the Trust Fund, the
Periodic Payment of principal and/or interest deemed to be due in respect
thereof on such Due Date equal to the amount that would have been due in respect
of the predecessor Trust Mortgage Loan (or, in the case of any REO Serviced
Non-Trust Mortgage Loan, the predecessor Serviced Non-Trust Mortgage Loan) on
such Due Date if (x) the related Mortgagor had been required to continue to pay
principal in accordance with the amortization schedule, if any, and pay interest
accrued at the Mortgage Rate, in each case in effect on the Due Date immediately
prior to the predecessor Trust Mortgage Loan becoming an REO Trust Mortgage Loan
or the predecessor Serviced Non-Trust Mortgage Loan becoming an REO Serviced
Non-Trust Mortgage Loan, as the case may be, and (y) the predecessor Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, as the case may be, had
remained outstanding (or, if the predecessor Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan, as the case may be, was a Balloon Loan and such Due
Date coincides with or follows what had been its scheduled maturity date, the
Assumed Periodic Payment that would have been deemed due in respect of the
predecessor Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan, as the case
may be, on such Due Date had it remained outstanding).
"Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the Certificate
Administrator).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of, without duplication, (i) the aggregate
of the amounts on deposit in the Collection Accounts and the Distribution
Account as of the close of business at the end of the related Collection Period
and, subject to the last sentence of Section 3.02(b), any other amounts received
(or deemed to be received) by or on behalf of any Master Servicer or the
Certificate Administrator as of the close of business on the last day of such
Collection Period and required to be deposited in a Collection Account or the
Distribution Account, (ii) the aggregate amount of any P&I Advances made by the
Master Servicers, the Trustee and/or any Fiscal Agent for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03, (iii) to the
extent not already included in clause (a)(i), the aggregate amount transferred
from the Pool REO Account (if established) and/or any SLC Custodial Account to
the Collection Accounts, on or prior to the P&I Advance Date in such month,
pursuant to Section 3.16(c) and/or Section 3.05(e), as applicable, (iv) the
aggregate amount deposited by the Master Servicers in the Collection Accounts
for such Distribution Date pursuant to Section 3.19 in connection with
Prepayment Interest Shortfalls, and (v) for each Distribution Date occurring in
March, and for the final Distribution Date if the final Distribution Date occurs
in February or, if such year is not a leap year, in January, the aggregate of
the Interest Reserve Amounts in respect of each Interest Reserve Trust Mortgage
Loan and Interest Reserve REO Trust Mortgage Loan deposited into the
Distribution Account pursuant to Section 3.05(c), net of (b) the portion of the
amount described in clause (a) of this definition that represents one or more of
the following: (i) collected Periodic Payments that are due on a Due Date
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following the end of the related Collection Period (or, in the case of a Late
Payment Date Trust Mortgage Loan, following the end of the calendar month in
which such Distribution Date occurs), (ii) any amounts payable or reimbursable
to any Person from (A) a Collection Account pursuant to clauses (ii)-(xvi) and
(xviii)-(xxi) of Section 3.05(a) or (B) the Distribution Account pursuant to
clauses (ii)-(vi) of Section 3.05(b), (iii) Prepayment Premiums and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to the
Distribution Date occurring in February of each year and in January of each year
that is not a leap year, the Interest Reserve Amounts with respect to the
Interest Reserve Trust Mortgage Loans and any Interest Reserve REO Trust
Mortgage Loans to be withdrawn from the Distribution Account and deposited in
the Interest Reserve Account in respect of such Distribution Date and held for
future distribution pursuant to Section 3.04(c), and (vi) any amounts deposited
in a Collection Account or the Distribution Account in error. The Available
Distribution Amount will not include any amounts required to be distributed
pursuant to the terms of a Co-Lender Agreement or this Agreement to a Serviced
Non-Trust Mortgage Loan Noteholder.
"B-Note Non-Trust Mortgage Loan": As defined in the Preliminary
Statement hereto.
"Balloon Loan": Any Trust Mortgage Loan or B-Note Non-Trust Mortgage
Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for an amortization schedule extending beyond its
Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Periodic Payment payable on the scheduled maturity date of
such Serviced Mortgage Loan.
"Balloon Payment Interest Shortfall": With respect to any Late
Payment Date Trust Mortgage Loan, an amount equal to interest at the related
Mortgage Rate (net of the related Master Servicing Fee Rate) accrued during the
period from and including the related Stated Maturity Date to but not including
the 11th calendar day of the month in which the related Stated Maturity Date
occurs on a principal amount equal to the Stated Principal Balance of such Trust
Mortgage Loan as of the close of business on the Distribution Date immediately
preceding the related Stated Maturity Date.
"Balloon Trust Mortgage Loan": Any Trust Mortgage Loan that is a
Balloon Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"Bear Creek Apartments Co-Lender Agreement": The A/B Co-Lender
Agreement that relates to the Bear Creek Apartments Loan Combination.
"Bear Creek Apartments Loan Combination": The A/B Loan Combination
that is secured by one or more mortgages, deeds of trust, deeds to secure debt
or similar instruments encumbering the Bear Creek Apartments Mortgaged Property,
together with any group of REO Mortgage Loans in respect thereof.
"Bear Creek Apartments Mortgaged Property": The mortgaged property
identified on the Mortgage Loan Schedule as the Bear Creek Apartments.
"Bid Allocation": With respect to a terminated Master Servicer or
any of its Sub-Servicers and the proceeds of any bid pursuant to Section
7.01(e), the amount of such proceeds (net of
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any expenses incurred in connection with such bid and transfer of servicing),
multiplied by a fraction equal to (a) the Servicer Fee Amount for such Master
Servicer or such Sub-Servicer, as the case may be, as of such date of
determination, over (b) the aggregate of the Servicer Fee Amounts for such
Master Servicer and all of its Sub-Servicers as of such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or the cities in which the
Corporate Trust Office of the Trustee, the offices of the Certificate
Administrator, the offices of any Master Servicer or the offices of the Special
Servicer are located, are authorized or obligated by law or executive order to
remain closed.
"Capmark": Capmark Finance Inc. or its successor in interest.
"Capmark Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of July 25, 2007, between the Depositor and
Capmark and relating to the transfer of certain Trust Mortgage Loans by Capmark
to the Depositor.
"Capmark Retained Rights": With respect to any Capmark Trust
Mortgage Loan, any rights granted thereunder to the lender to designate or
establish an accommodation borrower to assume, at the time of defeasance,
ownership of the related defeasance collateral, any liability for all, or in the
case of partial defeasance, the applicable portion (related to the partial
release price), of the related Mortgagor's obligations under such Capmark Trust
Mortgage Loan and the other mortgage loan documents with respect thereto.
"Capmark Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the Capmark Mortgage Loan
Purchase Agreement and each Qualified Substitute Mortgage Loan delivered in
replacement thereof in accordance with this Agreement and the Capmark Mortgage
Loan Purchase Agreement.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.
"Certificate Administrator": LaSalle Bank National Association, its
successor in interest, or any successor certificate administrator appointed as
herein provided.
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"Certificate Administrator Reportable Event": Any of the following
events, conditions, circumstances and/or matters:
(i) the entry into or amendment to a definitive agreement that
is material to the Subject Securitization Transaction, including, for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Certificate Administrator or
any Servicing Representative of the Certificate Administrator is a party
to such agreement or has entered into such agreement on behalf of the
Trust;
(ii) the termination of a definitive agreement that is material
to the Subject Securitization Transaction (otherwise than by expiration of
the agreement on its stated termination date or as a result of all parties
completing their obligations under such agreement), but only if the
Certificate Administrator or any Servicing Representative of the
Certificate Administrator is a party to such agreement or has entered into
such agreement on behalf of the Trust;
(iii) the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the existing
directors and officers in possession but subject to the supervision and
orders of a court or governmental authority, but only if the subject
Material Debtor is (A) the Certificate Administrator, (B) any Servicing
Representative of the Certificate Administrator that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Enhancement/Support Provider or (D) the Trust;
(iv) the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or governmental
authority having supervision or jurisdiction over substantially all of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) the Certificate Administrator, (B) any Servicing
Representative of the Certificate Administrator that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Enhancement/Support Provider or (D) the Trust;
(v) any event that has occurred hereunder that would materially
alter the payment priority or distribution of cash flows regarding the
Certificates;
(vi) any material modification to the rights of the Holders of
any Class of Certificates, including by reason of a modification to this
Agreement, a Mortgage Loan Purchase Agreement or any other constituent
instrument;
(vii) any material limitation or qualification of the rights
evidenced by any Class of Certificates by reason of the modification of
any other Class of Certificates;
(viii) any amendment to this Agreement pursuant to Section 11.01;
(ix) any resignation, removal, replacement or substitution of (A)
the Certificate Administrator, the Trustee, a Master Servicer or the
Special Servicer or (B) any Servicing
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Representative of the Certificate Administrator that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(x) any appointment of (A) a new Certificate Administrator, new
Trustee, new Master Servicer or new Special Servicer or (B) any new
Servicing Representative of the Certificate Administrator that constitutes
a Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(xi) any termination of a material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of
Regulation AB that was previously applicable regarding one or more Classes
of the Certificates, which termination has occurred other than by
expiration of the contract on its stated termination date or as a result
of all parties completing their obligations under such agreement;
(xii) any addition of a material enhancement or support specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB with respect to one or more Classes of the Certificates;
(xiii) any material amendment or modification of a material
enhancement or support specified in Item 1114(a)(1) through (3) of
Regulation AB or Item 1115 of Regulation AB with respect to one or more
Classes of the Certificates;
(xiv) any material failure on the part of the Certificate
Administrator to make on the applicable Distribution Date any required
monthly distributions to the Holders of any Class of Certificates;
(xv) any nonpublic disclosure, by the Certificate Administrator
or any Servicing Representative of the Certificate Administrator, with
respect to the Subject Securitization Transaction that is required to be
disclosed by Regulation FD (17 C.F.R. 243.100 through 243.103);
(xvi) any other information of importance to Certificateholders
that is not otherwise required to be included in the Distribution Date
Statement or any other report to be delivered or otherwise made available
to Certificateholders hereunder and that is directly related to the
obligations of the Certificate Administrator hereunder;
(xvii) the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any Material
Litigant, or of which any property of a Material Litigant is the subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if the
Certificate Administrator is controlling the subject litigation or if the
subject Material Litigant is (A) the Certificate Administrator, (B) any
Servicing Representative of the Certificate Administrator that constitutes
a Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Enhancement/Support Provider or (D) the Trust;
(xviii) any material default in the payment of principal and
interest on, or any other material default with respect to, any Class of
Certificates;
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(xix) the submission of any matter to a vote by
Certificateholders;
(xx) the receipt by the Certificate Administrator or by any
Servicing Representative or other agent of the Certificate Administrator
of any updated information regarding an Enhancement/Support Provider with
respect to any Class of Certificates that is required pursuant to Item
1114(b)(2) or Item 1115(b) of Regulation AB;
(xxi) to the extent not otherwise disclosed in the Prospectus
Supplement or previously included in an Exchange Act Report in accordance
with this Agreement, whether the Certificate Administrator has become an
affiliate (as defined in Rule 405 of the Securities Act) of any of (A) the
Trust or the Trustee, (B) the Depositor, (C) a Mortgage Loan Seller (other
than itself), (D) a Master Servicer, (E) the Special Servicer, (F) any
Servicing Representative of the Certificate Administrator that constitutes
a Servicer contemplated by Item 1108(a)(3) of Regulation AB or (G) any
Significant Obligor;
(xxii) to the extent not otherwise disclosed in the Prospectus
Supplement, any business relationship, agreement, arrangement, transaction
or understanding contemplated by Item 1119(b) of Regulation AB between the
Depositor, a Mortgage Loan Seller (other than itself) or the Trust, on the
one hand, and the Certificate Administrator or any Servicing
Representative of the Certificate Administrator, on the other hand; and
(xxiii) to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the Subject
Securitization Transaction or the Trust Mortgage Loans contemplated by
Item 1119(c) of Regulation AB between the Depositor, a Mortgage Loan
Seller (other than itself) or the Trust, on the one hand, and the
Certificate Administrator or any Servicing Representative of the
Certificate Administrator, on the other hand.
"Certificate Deferred Interest": The amount by which interest
distributable with respect to any Class of Principal Balance Certificates (other
than the Floating Rate Certificates) or any Group FL REMIC II Regular Interest,
as the case may be, is reduced by the amount of Mortgage Deferred Interest
allocable to such Class of Certificates or such Group FL REMIC II Regular
Interest, as the case may be, on any Distribution Date.
"Certificate Factor": With respect to any Class of Certificates
(other than the Class R and Class Y Certificates) or any Group FL REMIC II
Regular Interest, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then-current
Class Principal Balance or Class Notional Amount, as applicable, of such Class
of Certificates or such Group FL REMIC II Regular Interest, as the case may be,
and the denominator of which is the Original Class Principal Balance or Original
Class Notional Amount of such Class of Certificates or such Group FL REMIC II
Regular Interest, as the case may be.
"Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class Notional Amount of the Class
of Class X Certificates to which such Certificate belongs.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a
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Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.
"Certificate Principal Balance": With respect to any Principal
Balance Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class
Principal Balance of the Class of Principal Balance Certificates to which such
Certificate belongs.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a Permitted
Transferee shall be the Holder of a Class R Certificate for any purpose hereof
and, (ii) solely for the purposes of giving any consent, approval or waiver
pursuant to this Agreement that relates to any of the Depositor, any Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
any Fiscal Agent in its respective capacity as such (except with respect to
amendments or waivers referred to in Sections 7.04 and 11.01 hereof, any
consent, approval or waiver required or permitted to be made by the Majority
Controlling Class Certificateholder or the Controlling Class Representative and
any election, removal or replacement of the Special Servicer or the Controlling
Class Representative pursuant to Section 6.09 or Section 3.25, as applicable),
any Certificate registered in the name of the Depositor, any Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or any Fiscal
Agent, as the case may be, or any Certificate registered in the name of any of
their respective Affiliates, shall be deemed not to be outstanding, and the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent, approval or waiver that relates to it has been
obtained. The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, any Master Servicer, the Special Servicer or the
Certificate Administrator in determining whether a Certificate is registered in
the name of an Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
"Citigroup": Citigroup Global Markets Realty Corp. or its successor
in interest.
"Citigroup Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of July 25, 2007, between the Depositor and
Citigroup and relating to the transfer of certain Trust Mortgage Loans by
Citigroup to the Depositor.
"Citigroup Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the Citigroup Mortgage
Loan Purchase Agreement and each Qualified Substitute Mortgage Loan delivered in
replacement thereof in accordance with this Agreement and the Citigroup Mortgage
Loan Purchase Agreement.
"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric, as applicable, class designation.
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"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-2 Certificate": 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
REMIC II for purposes of the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-3B Certificate": Any one of the Certificates with a "Class
A-3B" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-4FL Additional Floating Rate I Swap Payment": With respect
to any Distribution Date and the applicable Class A-4FL Swap Payment Date to
which it relates based on the confirmation under the Class A-4FL Swap Agreement,
the applicable "Additional Floating Amount I" within the meaning of the
confirmation under the Class A-4FL Swap Agreement.
"Class A-4FL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all principal
and/or interest distributions, as well as all distributions of Yield Maintenance
Charges and Prepayment Premiums, made on or in respect of the Class A-4FL REMIC
II Regular Interest with respect to such Distribution Date and (ii) the amounts,
if any, received from the Class A-4FL Swap Counterparty pursuant to the Class
A-4FL Swap Agreement for such Distribution Date, less (b) any Class A-4FL Net
Floating Rate I Swap Payment, Class A-4FL Additional Floating Rate I Swap
Payment and Class A-4FL Floating Rate I Payer Shortfall Reimbursement Payment
required to be paid to the Class A-4FL Swap Counterparty pursuant to the Class
A-4FL Swap Agreement, consistent with Section 3.28, for such Distribution Date.
"Class A-4FL Certificate": Any one of the Certificates with a "Class
A-4FL" designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-4FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Class
A-4FL Swap Default while the Certificate Administrator is pursuing remedies
under the Class A-4FL Swap Agreement pursuant to Section 3.28, or (ii)
immediately upon and following the termination of the Class A-4FL Swap Agreement
until any replacement agreement is entered into, the conversion of distributions
to the Class A-4FL Certificates
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from distributions based, in part, on floating interest payments from the Class
A-4FL Swap Counterparty under the Class A-4FL Swap Agreement to distributions
based solely on distributions in respect of the Class A-4FL REMIC II Regular
Interest, as specified in Section 4.01.
"Class A-4FL Floating Rate I Payer Shortfall Reimbursement Payment":
With respect to any Distribution Date and the applicable Class A-4FL Swap
Payment Date to which it relates based on the confirmation under the Class A-4FL
Swap Agreement, the applicable "Floating Rate I Payer Shortfall Reimbursement
Amount" within the meaning of the confirmation under the Swap Agreement.
"Class A-4FL Floating Rate I Swap Payment": With respect to any
Distribution Date and the applicable Class A-4FL Swap Payment Date to which it
relates based on the confirmation under the Class A-4FL Swap Agreement, the
applicable "Regular Floating Amount I" within the meaning of the confirmation
under the Class A-4FL Swap Agreement.
"Class A-4FL Floating Rate Account": A segregated custodial account
or accounts or subaccount of the Distribution Account created and maintained by
the Certificate Administrator, pursuant to Section 3.04(g), in trust for the
Class A-4FL Certificateholders and the Class A-4FL Swap Counterparty, as their
interests may appear, which shall be entitled "[NAME OF CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, Class A-4FL, and [NAME OF CLASS A-4FL
SWAP COUNTERPARTY], as their interests may appear, Floating Rate Account". Any
such account or subaccount shall be an Eligible Account or a subaccount of an
Eligible Account.
"Class A-4FL Floating Rate II Swap Payment": With respect to any
Distribution Date and the applicable Class A-4FL Swap Payment Date to which it
relates based on the confirmation under the Class A-4FL Swap Agreement, the
applicable "Floating Amount II" within the meaning of the confirmation under the
Class A-4FL Swap Agreement.
"Class A-4FL Grantor Trust Assets": The assets of Grantor Trust
A-4FL.
"Class A-4FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) all Distributable
Certificate Interest paid with respect to the Class A-4FL REMIC II Regular
Interest on such Distribution Date, (ii) any Class A-4FL Net Floating Rate II
Swap Payment received from the Swap Counterparty for distribution on such
Distribution Date and (iii) if the Class A-4FL Swap Agreement is terminated and
a replacement Class A-4FL Swap Agreement is not obtained, any Class A-4FL Swap
Termination Payment collected during the related Collection Period, less (b) any
Class A-4FL Net Floating Rate I Swap Payment and/or Class A-4FL Floating Rate I
Payer Shortfall Reimbursement Payment made to the Class A-4FL Swap Counterparty
with respect to such Distribution Date.
"Class A-4FL Net Floating Rate I Swap Payment": With respect to any
Distribution Date, the excess, if any, of (i) the Class A-4FL Floating Rate I
Swap Payment for that Distribution Date over (ii) the Class A-4FL Floating Rate
II Swap Payment for that Distribution Date.
"Class A-4FL Net Floating Rate II Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FL Floating Rate II
Swap Payment for that Distribution Date over (ii) the Class A-4FL Floating Rate
I Swap Payment for that Distribution Date.
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"Class A-4FL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of all principal
distributions, if any, allocated pursuant to Section 4.01(a) in respect of the
Class A-4FL REMIC II Regular Interest on such Distribution Date.
"Class A-4FL REMIC II Regular Interest": The uncertificated interest
in REMIC II, designated as "Class A-4FL", constituting a "regular interest" in
REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.
"Class A-4FL Swap Agreement": The interest rate swap agreement,
dated as of July 31, 2007, by and between the Class A-4FL Swap Counterparty and
the Certificate Administrator, solely in its capacity as Certificate
Administrator, on behalf of the Trust, and relating to the Class A-4FL REMIC II
Regular Interest, including any schedule, confirmations, credit support annex or
other credit support document relating thereto, or any replacement interest rate
swap agreement entered into by the Certificate Administrator in accordance with
the terms of Section 3.28.
"Class A-4FL Swap Collateral Account": As defined in Section
3.04(i).
"Class A-4FL Swap Credit Support Annex": The credit support annex,
dated as of July 31, 2007, between the Certificate Administrator on behalf of
the Trust and the Class A-4FL Swap Counterparty, which is annexed to and forms
part of the Class A-4FL Swap Agreement.
"Class A-4FL Swap Counterparty": The swap provider under the Class
A-4FL Swap Agreement, which is initially Citibank, N.A.
"Class A-4FL Swap Custodian": As defined in Section 3.28.
"Class A-4FL Swap Default": Any failure on the part of the Class
A-4FL Swap Counterparty (that continues beyond any applicable grace period under
the Class A-4FL Swap Agreement) to (i) make a required payment under the Class
A-4FL Swap Agreement as and when due thereunder, or (ii) post collateral or
obtain a replacement swap counterparty or a guarantor of the Class A-4FL Swap
Counterparty's obligations, as and when required under the Class A-4FL Swap
Agreement, or if any early termination date relating to circumstances primarily
affecting the Swap Counterparty is designated under the Class A-4FL Swap
Agreement in accordance with its terms.
"Class A-4FL Swap Payment Date": A "Floating Rate I Payer Payment
Date" or "Floating Rate II Payer Payment Date", as applicable, within the
meaning of the confirmation under the Class A-4FL Swap Agreement.
"Class A-4FL Swap Termination Fees": Any fees, costs or expenses
payable by the Class A-4FL Swap Counterparty to the Trust in connection with a
Class A-4FL Swap Default, termination of the Class A-4FL Swap Agreement or
liquidation of the Class A-4FL Swap Agreement, as specified in the Class A-4FL
Swap Agreement.
"Class A-J Certificate": Any one of the Certificates with a "Class
A-J" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class A-JFL Additional Floating Rate I Swap Payment": With respect
to any Distribution Date and the applicable Class A-JFL Swap Payment Date to
which it relates based on the confirmation under the Class A-JFL Swap Agreement,
the applicable "Additional Floating Amount I" within the meaning of the
confirmation under the Class A-JFL Swap Agreement.
"Class A-JFL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all principal
and/or interest distributions, as well as all distributions of Yield Maintenance
Charges and Prepayment Premiums, 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 Class A-JFL Swap Counterparty pursuant to the Class
A-JFL Swap Agreement for such Distribution Date, less (b) any Class A-JFL Net
Floating Rate I Swap Payment, Class A-JFL Additional Floating Rate I Swap
Payment and Class A-JFL Floating Rate I Payer Shortfall Reimbursement Payment
required to be paid to the Class A-JFL Swap Counterparty pursuant to the Class
A-JFL Swap Agreement, consistent with Section 3.28, for such Distribution Date.
"Class A-JFL Certificate": Any one of the Certificates with a "Class
A-JFL" designation on the face thereof, substantially in the form of Exhibit A-4
hereto, and evidencing an undivided beneficial interest in Grantor Trust A-JFL.
"Class A-JFL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Class
A-JFL Swap Default while the Certificate Administrator is pursuing remedies
under the Class A-JFL Swap Agreement pursuant to Section 3.28, or (ii)
immediately upon and following the termination of the Class A-JFL Swap Agreement
until any replacement agreement is entered into, the conversion of distributions
to the Class A-JFL Certificates from distributions based, in part, on floating
interest payments from the Class A-JFL Swap Counterparty under the Class A-JFL
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 Floating Rate I Payer Shortfall Reimbursement Payment":
With respect to any Distribution Date and the applicable Class A-JFL Swap
Payment Date to which it relates based on the confirmation under the Class A-JFL
Swap Agreement, the applicable "Floating Rate I Payer Shortfall Reimbursement
Amount" within the meaning of the confirmation under the Swap Agreement.
"Class A-JFL Floating Rate I Swap Payment": With respect to any
Distribution Date and the applicable Class A-JFL Swap Payment Date to which it
relates based on the confirmation under the Class A-JFL Swap Agreement, the
applicable "Regular Floating Amount I" within the meaning of the confirmation
under the Class A-JFL Swap Agreement.
"Class A-JFL Floating Rate Account": A segregated custodial account
or accounts or subaccount of the Distribution Account created and maintained by
the Certificate Administrator, pursuant to Section 3.04(g), in trust for the
Class A-JFL Certificateholders and the Class A-JFL Swap Counterparty, as their
interests may appear, which shall be entitled "[NAME OF CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, Class A-JFL, and [NAME OF CLASS A-JFL
SWAP COUNTERPARTY], as their interests may appear, Floating Rate Account". Any
such account or subaccount shall be an Eligible Account or a subaccount of an
Eligible Account.
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"Class A-JFL Floating Rate II Swap Payment": With respect to any
Distribution Date and the applicable Class A-JFL Swap Payment Date to which it
relates based on the confirmation under the Class A-JFL Swap Agreement, the
applicable "Floating Amount II" within the meaning of the confirmation under the
Class A-JFL Swap Agreement.
"Class A-JFL Grantor Trust Assets": The assets of Grantor Trust
A-JFL.
"Class A-JFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) all Distributable
Certificate Interest paid with respect to the Class A-JFL REMIC II Regular
Interest on such Distribution Date, (ii) any Class A-JFL Net Floating Rate II
Swap Payment received from the Swap Counterparty for distribution on such
Distribution Date and (iii) if the Class A-JFL Swap Agreement is terminated and
a replacement Class A-JFL Swap Agreement is not obtained, any Class A-JFL Swap
Termination Payment collected during the related Collection Period, less (b) any
Class A-JFL Net Floating Rate I Swap Payment and/or Class A-JFL Floating Rate I
Payer Shortfall Reimbursement Payment made to the Class A-JFL Swap Counterparty
with respect to such Distribution Date.
"Class A-JFL Net Floating Rate I Swap Payment": With respect to any
Distribution Date, the excess, if any, of (i) the Class A-JFL Floating Rate I
Swap Payment for that Distribution Date over (ii) the Class A-JFL Floating Rate
II Swap Payment for that Distribution Date.
"Class A-JFL Net Floating Rate II Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-JFL Floating Rate II
Swap Payment for that Distribution Date over (ii) the Class A-JFL Floating Rate
I Swap Payment for that Distribution Date.
"Class A-JFL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of all principal
distributions, if any, allocated pursuant to Section 4.01(a) in respect of the
Class A-JFL REMIC II Regular Interest on such Distribution Date.
"Class A-JFL REMIC II Regular Interest": The uncertificated interest
in REMIC II, designated as "Class A-JFL", constituting a "regular interest" in
REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.
"Class A-JFL Swap Agreement": The interest rate swap agreement,
dated as of July 31, 2007, by and between the Class A-JFL Swap Counterparty and
the Certificate Administrator, solely in its capacity as Certificate
Administrator, on behalf of the Trust, and relating to the Class A-JFL REMIC II
Regular Interest, including any schedule, confirmations, credit support annex or
other credit support document relating thereto, or any replacement interest rate
swap agreement entered into by the Certificate Administrator in accordance with
the terms of Section 3.28.
"Class A-JFL Swap Collateral Account": As defined in Section
3.04(i).
"Class A-JFL Swap Credit Support Annex": The credit support annex,
dated as of July 31, 2007, between the Certificate Administrator on behalf of
the Trust and the Class A-JFL Swap Counterparty, which is annexed to and forms
part of the Class A-JFL Swap Agreement.
"Class A-JFL Swap Counterparty": The swap provider under the Class
A-JFL Swap Agreement, which is initially Citibank, N.A.
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"Class A-JFL Swap Custodian": As defined in Section 3.28.
"Class A-JFL Swap Default": Any failure on the part of the Class
A-JFL Swap Counterparty (that continues beyond any applicable grace period under
the Class A-JFL Swap Agreement) to (i) make a required payment under the Class
A-JFL Swap Agreement as and when due thereunder, or (ii) post collateral or
obtain a replacement swap counterparty or a guarantor of the Class A-JFL Swap
Counterparty's obligations, as and when required under the Class A-JFL Swap
Agreement, or if any early termination date relating to circumstances primarily
affecting the Swap Counterparty is designated under the Class A-JFL Swap
Agreement in accordance with its terms.
"Class A-JFL Swap Payment Date": A "Floating Rate I Payer Payment
Date" or "Floating Rate II Payer Payment Date", as applicable, within the
meaning of the confirmation under the Class A-JFL Swap Agreement.
"Class A-M Certificate": Any one of the Certificates with a "Class
A-M" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a *class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-MFL Additional Floating Rate I Swap Payment": With respect
to any Distribution Date and the applicable Class A-MFL Swap Payment Date to
which it relates based on the confirmation under the Class A-MFL Swap Agreement,
the applicable "Additional Floating Amount I" within the meaning of the
confirmation under the Class A-MFL Swap Agreement.
"Class A-MFL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all principal
and/or interest distributions, as well as all distributions of Yield Maintenance
Charges and Prepayment Premiums, 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 Class A-MFL Swap Counterparty pursuant to the Class
A-MFL Swap Agreement for such Distribution Date, less (b) any Class A-MFL Net
Floating Rate I Swap Payment, Class A-MFL Additional Floating Rate I Swap
Payment and Class A-MFL Floating Rate I Payer Shortfall Reimbursement Payment
required to be paid to the Class A-MFL Swap Counterparty pursuant to the Class
A-MFL Swap Agreement, consistent with Section 3.28, for such Distribution Date.
"Class A-MFL Certificate": Any one of the Certificates with a "Class
A-MFL" designation on the face thereof, substantially in the form of Exhibit A-4
hereto, and evidencing an undivided beneficial interest in Grantor Trust A-MFL.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Class
A-MFL Swap Default while the Certificate Administrator is pursuing remedies
under the Class A-MFL Swap Agreement pursuant to Section 3.28, or (ii)
immediately upon and following the termination of the Class A-MFL Swap Agreement
until any replacement agreement is entered into, the conversion of distributions
to the Class A-MFL Certificates from distributions based, in part, on floating
interest payments from the Class A-MFL Swap Counterparty under the Class A-MFL
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 Floating Rate I Payer Shortfall Reimbursement Payment":
With respect to any Distribution Date and the applicable Class A-MFL Swap
Payment Date to which it relates based
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on the confirmation under the Class A-MFL Swap Agreement, the applicable
"Floating Rate I Payer Shortfall Reimbursement Amount" within the meaning of the
confirmation under the Swap Agreement.
"Class A-MFL Floating Rate I Swap Payment": With respect to any
Distribution Date and the applicable Class A-MFL Swap Payment Date to which it
relates based on the confirmation under the Class A-MFL Swap Agreement, the
applicable "Regular Floating Amount I" within the meaning of the confirmation
under the Class A-MFL Swap Agreement.
"Class A-MFL Floating Rate Account": A segregated custodial account
or accounts or subaccount of the Distribution Account created and maintained by
the Certificate Administrator, pursuant to Section 3.04(g), in trust for the
Class A-MFL Certificateholders and the Class A-MFL Swap Counterparty, as their
interests may appear, which shall be entitled "[NAME OF CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, Class A-MFL, and [NAME OF CLASS A-MFL
SWAP COUNTERPARTY], as their interests may appear, Floating Rate Account". Any
such account or subaccount shall be an Eligible Account or a subaccount of an
Eligible Account.
"Class A-MFL Floating Rate II Swap Payment": With respect to any
Distribution Date and the applicable Class A-MFL Swap Payment Date to which it
relates based on the confirmation under the Class A-MFL Swap Agreement, the
applicable "Floating Amount II" within the meaning of the confirmation under the
Class A-MFL Swap Agreement.
"Class A-MFL Grantor Trust Assets": The assets of Grantor Trust
A-MFL.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) all Distributable
Certificate Interest paid with respect to the Class A-MFL REMIC II Regular
Interest on such Distribution Date, (ii) any Class A-MFL Net Floating Rate II
Swap Payment received from the Swap Counterparty for distribution on such
Distribution Date and (iii) if the Class A-MFL Swap Agreement is terminated and
a replacement Class A-MFL Swap Agreement is not obtained, any Class A-MFL Swap
Termination Payment collected during the related Collection Period, less (b) any
Class A-MFL Net Floating Rate I Swap Payment and/or Class A-MFL Floating Rate I
Payer Shortfall Reimbursement Payment made to the Class A-MFL Swap Counterparty
with respect to such Distribution Date.
"Class A-MFL Net Floating Rate I Swap Payment": With respect to any
Distribution Date, the excess, if any, of (i) the Class A-MFL Floating Rate I
Swap Payment for that Distribution Date over (ii) the Class A-MFL Floating Rate
II Swap Payment for that Distribution Date.
"Class A-MFL Net Floating Rate II Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-MFL Floating Rate II
Swap Payment for that Distribution Date over (ii) the Class A-MFL Floating Rate
I Swap Payment for that Distribution Date.
"Class A-MFL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of all principal
distributions, if any, allocated pursuant to Section 4.01(a) in respect of the
Class A-MFL REMIC II Regular Interest on such Distribution Date.
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"Class A-MFL REMIC II Regular Interest": The uncertificated interest
in REMIC II, designated as "Class A-MFL", constituting a "regular interest" in
REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.
"Class A-MFL Swap Agreement": The interest rate swap agreement,
dated as of July 31, 2007, by and between the Class A-MFL Swap Counterparty and
the Certificate Administrator, solely in its capacity as Certificate
Administrator, on behalf of the Trust, and relating to the Class A-MFL REMIC II
Regular Interest, including any schedule, confirmations, credit support annex or
other credit support document relating thereto, or any replacement interest rate
swap agreement entered into by the Certificate Administrator in accordance with
the terms of Section 3.28.
"Class A-MFL Swap Collateral Account": As defined in Section
3.04(i).
"Class A-MFL Swap Credit Support Annex": The credit support annex,
dated as of July 31, 2007, between the Certificate Administrator on behalf of
the Trust and the Class A-MFL Swap Counterparty, which is annexed to and forms
part of the Class A-MFL Swap Agreement.
"Class A-MFL Swap Counterparty": The swap provider under the Class
A-MFL Swap Agreement, which is initially Citibank, N.A.
"Class A-MFL Swap Custodian": As defined in Section 3.28.
"Class A-MFL Swap Default": Any failure on the part of the Class
A-MFL Swap Counterparty (that continues beyond any applicable grace period under
the Class A-MFL Swap Agreement) to (i) make a required payment under the Class
A-MFL Swap Agreement as and when due thereunder, or (ii) post collateral or
obtain a replacement swap counterparty or a guarantor of the Class A-MFL Swap
Counterparty's obligations, as and when required under the Class A-MFL Swap
Agreement, or if any early termination date relating to circumstances primarily
affecting the Swap Counterparty is designated under the Class A-MFL Swap
Agreement in accordance with its terms.
"Class A-MFL Swap Payment Date": A "Floating Rate I Payer Payment
Date" or a "Floating Rate II Payer Payment Date", as applicable, within the
meaning of the confirmation under the Class A-MFL Swap Agreement.
"Class A-SB Certificate": Any one of the Certificates with a "Class
A-SB" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the Class A-SB
Certificates for such date set forth on Schedule V attached hereto.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class B Through S Certificate": Any Class B, Class C, Class D,
Class E, Class F, Class G, Class H Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q or Class S Certificate.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class Notional Amount": The aggregate hypothetical or notional
amount on which the Class X Certificates collectively accrue or are deemed to
accrue interest from time to time. As of any date of determination, the Class
Notional Amount of the Class X Certificates shall equal the then aggregate of
the Component Notional Amounts of all the Class X Components.
"Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of any
Class of Principal Balance Certificates or any Group FL REMIC II Regular
Interest, as the case may be, outstanding from time to time. As of the Closing
Date, the Class Principal Balance of each Class of Principal Balance
Certificates (exclusive of the Floating Rate Certificates) and each Group FL
REMIC II Regular Interest shall equal the Original Class Principal Balance
thereof. On each Distribution Date, the Class Principal Balances of the
respective Classes of the Principal Balance Certificates (exclusive of the
Floating Rate Certificates) and the respective Group FL REMIC II Regular
Interests shall each be reduced by: (a) the amount of any distributions of
principal made thereon on such Distribution Date pursuant to Section 4.01; and
(b) the amount of any Realized Losses and Additional Trust Fund Expenses
allocated thereto on such Distribution Date pursuant to Section 4.04(a). The
Class Principal Balances of the respective Classes of Principal Balance
Certificates (exclusive of the Floating Rate Certificates) and the respective
Group FL REMIC II Regular Interests will each be increased on any Distribution
Date by the amount of any Certificate Deferred Interest with respect thereto for
such Distribution Date. Distributions in respect of a reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Principal Balance Certificates or a Group FL REMIC II Regular Interest, as the
case may be, shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance. The Class Principal
Balance of the Class A-4FL Certificates shall at all times equal the Class
Principal Balance of the Class A-4FL REMIC II Regular Interest; the Class
Principal Balance of the Class A-MFL Certificates shall at all times equal the
Class Principal Balance of the Class A-MFL REMIC II Regular Interest; and the
Class Principal Balance of the Class A-JFL Certificates shall at all times equal
the Class Principal Balance of the Class A-JFL REMIC II Regular Interest.
"Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing the sole class of "residual interests" in each
of the Loan REMICs, REMIC I and REMIC II for purposes of the REMIC Provisions.
"Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC II for purposes of the REMIC Provisions.
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"Class X Certificate": 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 all of the Class X Components, each of which is
a "regular interest" in REMIC II for purposes of the REMIC Provisions.
"Class X Component": Any one of the multiple components of the Class
X Certificates, each of which (i) shall constitute a separate "regular interest"
in REMIC II for purposes of the REMIC Provisions and (ii) has an alphabetic or
alphanumeric, as the case may be, designation of "X-" followed by the alphabetic
or alphanumeric, as the case may be, designation of its Corresponding REMIC I
Regular Interest. Each Class X Component shall accrue interest at its Class X
Strip Rate in effect from time to time on its Component Notional Amount
outstanding from time to time, which Component Notional Amount shall equal the
REMIC I Principal Balance of such Class X Component's Corresponding REMIC I
Regular Interest.
"Class X Strip Rate": With respect to any Class X Component, for any
Distribution Date, an annual rate equal to the excess, if any, of (A) the REMIC
I Remittance Rate with respect to such Class X Component's Corresponding REMIC I
Regular Interest for such Distribution Date, over (B) the Adjusted REMIC I
Remittance Rate with respect to such Class X Component's Corresponding REMIC I
Regular Interest for such Distribution Date.
"Class Y Certificate": Any one of the Certificates with a "Class Y"
designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a proportionate interest in Grantor Trust Y.
"Class Y Grantor Trust Assets": The assets of Grantor Trust Y.
"Closing Date": July 31, 2007.
"CMSA": The Commercial Mortgage Securities Association or any
successor organization.
"CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally; provided that the
Master Servicers shall have 60 days (after the date on which any such other form
or additional information requirement is adopted as part of the CMSA Investor
Reporting Package) to implement the use of such other form or provide such
additional information with respect to any "CMSA Advance Recovery Report"
required to be delivered following the expiration of such 60 days.
"CMSA Appraisal Reduction Template": The report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Appraisal Reduction Template" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Bond Level File"
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available as of the Closing Date on the CMSA Website, or such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage securities
transactions generally.
"CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report": The report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally; provided that the Master Servicers shall have 60 days (after the date
on which any such other form or additional information requirement is adopted as
part of the CMSA Investor Reporting Package) to implement the use of such other
form or provide such additional information with respect to any "CMSA
Comparative Financial Status Report" required to be delivered following the
expiration of such 60 days. In connection with preparing the CMSA Comparative
Financial Status Report, each Master Servicer shall process (a) the applicable
interim financial statements beginning with interim financial statements for the
fiscal quarter ending September 2007, and (b) the applicable annual financial
statements beginning with annual financial statements for the 2007 fiscal year.
"CMSA Delinquent Loan Status Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Delinquent Loan Status Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally; provided
that the Master Servicers shall have 60 days (after the date on which any such
other form or additional information requirement is adopted as part of the CMSA
Investor Reporting Package) to implement the use of such other form or provide
such additional information with respect to any "CMSA Delinquent Loan Status
Report" required to be delivered following the expiration of such 60 days.
"CMSA Financial File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally; provided that the Master
Servicers shall have 60 days (after the date on which any such other form or
additional information requirement is adopted as part of the CMSA Investor
Reporting Package) to implement the use of such other form or provide such
additional information with respect to any "CMSA Financial File" required to be
delivered following the expiration of such 60 days.
"CMSA Historical Bond/Collateral Realized Loss Reconciliation
Template": A report (prepared by the Certificate Administrator) substantially in
the form of, and containing the information called for in, the downloadable form
of the "Historical Bond/Collateral Realized Loss Reconciliation
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Template" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.
"CMSA Historical Liquidation Loss Template": The report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Liquidation Loss Template" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Interest Shortfall Reconciliation Template": A report
(prepared by the Certificate Administrator) substantially in the form of, and
containing the information called for in, the downloadable form of the "Interest
Shortfall Reconciliation Template" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Investor Reporting Package": Collectively:
(a) the following seven data files: (i) CMSA Loan Setup File, (ii)
CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv)
CMSA Financial File, (v) CMSA Special Servicer Loan File, (vi)
CMSA Bond Level File, and (vii) CMSA Collateral Summary File;
(b) the following ten supplemental reports: (i) CMSA Servicer
Watch List, (ii) CMSA Delinquent Loan Status Report, (iii)
CMSA REO Status Report, (iv) CMSA Comparative Financial Status
Report, (v) CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (vi) CMSA Loan Level Reserve/LOC Report,
(vii) CMSA Total Loan Report, (viii) CMSA Advance Recovery
Report, (ix) CMSA Operating Statement Analysis Report and (x)
CMSA NOI Adjustment Worksheet;
(c) the following six templates: (i) CMSA Appraisal Reduction
Template, (ii) CMSA Servicer Realized Loss Template, (iii)
CMSA Reconciliation of Funds Template, (iv) CMSA Historical
Bond/Collateral Realized Loss Reconciliation Template, (v)
CMSA Historical Liquidation Loss Template, and (vi) CMSA
Interest Shortfall Reconciliation Template; and
(d) such other files, reports or templates as the CMSA may approve
from time to time as being part of the CMSA Investor Reporting
Package for commercial mortgage securitization trusts
generally.
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"CMSA Loan Level Reserve/LOC Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "CMSA Loan Level Reserve/LOC Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage securities transactions generally.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions; provided that the Master Servicers
shall have 60 days (after the date on which any such other form or additional
information requirement is adopted as part of the CMSA Investor Reporting
Package) to implement the use of such other form or provide such additional
information with respect to any "CMSA NOI Adjustment Worksheet" required to be
delivered following the expiration of such 60 days, and in any event, shall
present the computations made in accordance with the methodology described in
such form to "normalize" the full year net operating income and debt service
coverage numbers used in the other reports required by this Agreement.
"CMSA Operating Statement Analysis": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage-backed securities transactions generally;
provided that the Master Servicers shall have 60 days (after the date on which
any such other form or additional information requirement is adopted as part of
the CMSA Investor Reporting Package) to implement the use of such other form or
provide such additional information with respect to any "CMSA Operating
Statement Analysis" required to be delivered following the expiration of such 60
days.
"CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally; provided that the Master Servicers
shall have 60 days (after the date on which any such other form or additional
information requirement is adopted as part of the CMSA
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Investor Reporting Package) to implement the use of such other form or provide
such additional information with respect to any "CMSA Property File" required to
be delivered following the expiration of such 60 days.
"CMSA Reconciliation of Funds Template": A report (prepared by the
Certificate Administrator) substantially in the form of, and containing the
information called for in, the downloadable form of the "Reconciliation of Funds
Template" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.
"CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing 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 and is reasonably
acceptable to the Special Servicer.
"CMSA Servicer Realized Loss Template": A report (prepared by the
Master Servicer, in the case of a Performing Serviced Mortgage Loan, and by the
Special Servicer, in the case of a Specially Serviced Mortgage Loan)
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Realized Loss Template" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally; provided that the Master Servicers shall have 60 days (after the date
on which any such other form or additional information requirement is adopted as
part of the CMSA Investor Reporting Package) to implement the use of such other
form or provide such additional information with respect to any "CMSA Servicer
Realized Loss Template" required to be delivered following the expiration of
such 60 days.
"CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watchlist/Portfolio Review Guidelines"
available as of the Closing Date on the CMSA Website, or in such other final
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally; provided that the Master Servicers
shall have 60 days (after the date on which any such other form or additional
information requirement is adopted as part of the CMSA Investor Reporting
Package) to implement the use of such other form or provide such additional
information with respect to any "CMSA Servicer Watchlist" required to be
delivered following the expiration of such 60 days.
"CMSA Special Servicer Loan File": A report (prepared by the Special
Servicer) substantially in the form of, and containing the information called
for in, the downloadable form of the "Special Servicer Loan File" available as
of the Closing Date on the CMSA Website, or such other form for the presentation
of such information and containing such additional information as may from time
to time be approved by the CMSA for commercial mortgage securities transactions
generally.
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"CMSA Total Loan Report": The monthly report (prepared by the Master
Servicer) substantially in the form of, and containing the information called
for in, the downloadable form of the "Total Loan Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally; provided that the Master Servicers shall have 60 days (after the date
on which any such other form or additional information requirement is adopted as
part of the CMSA Investor Reporting Package) to implement the use of such other
form or provide such additional information with respect to any "CMSA Total Loan
Report" required to be delivered following the expiration of such 60 days.
"CMSA Website": The website maintained by the CMSA with an address,
as of the Closing Date, of "xxx.xxxx.xxx."
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the Treasury
promulgated thereunder.
"Co-Lender Agreement": Any of the A/B Co-Lender Agreements, the A/A
Co-Lender Agreements and the Ala Moana Portfolio Co-Lender Agreement.
"Collection Account": The segregated account or accounts created and
maintained by each Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "[NAME OF
SUBJECT MASTER SERVICER], as a Master Servicer for [NAME OF TRUSTEE], as
Trustee, on behalf of and in trust for the registered holders of Citigroup
Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6".
"Collection Period": With respect to any Distribution Date or P&I
Advance Date, the period that begins on the day immediately following the
Determination Date in the calendar month preceding the month in which such
Distribution Date or such P&I Advance Date, as the case may be, occurs (or, in
the case of the initial Distribution Date and the initial P&I Advance Date,
commencing on the day after the related Cut-off Date) and ending on and
including the Determination Date in the month in which such Distribution Date or
such P&I Advance Date, as the case may be, occurs.
"Commission": The United States Securities and Exchange Commission
or any successor agency.
"Component Notional Amount": With respect to each Class X Component
and any date of determination, an amount equal to the then REMIC I Principal
Balance of its Corresponding REMIC I Regular Interest.
"Controlling Class": As of any date of determination, the most
subordinate (based on the payment priorities of Sections 4.01(a) and 4.01(b))
outstanding Class of Principal Balance Certificates, that has a Class Principal
Balance that is greater than 25% of the Original Class Principal Balance
thereof; provided, however, that if no Class of Principal Balance Certificates
has a Class Principal Balance that satisfies such requirement, then the
Controlling Class shall be the most subordinate (based on the payment priorities
of Sections 4.01(a) and 4.01(b)) outstanding Class of Principal Balance
Certificates that has a Class Principal Balance greater than zero. For purposes
of determining, and exercising the rights of, the Controlling Class, the Senior
Class A Certificates shall be deemed a single
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Class of Certificates, the Class A-M and Class A-MFL Certificates shall be
deemed a single Class of Certificates, and the Class A-J and Class A-JFL
Certificates shall be deemed a single Class of Certificates.
"Controlling Class Representative": The representative designated as
such by the Majority Controlling Class Certificateholder.
"Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Corporate Trust Services (CMBS) Citigroup Commercial Mortgage
Trust 2007-C6.
"Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been
a Specially Serviced Mortgage Loan but has ceased to be a Specially Serviced
Mortgage Loan in accordance with the definition of "Specially Serviced Mortgage
Loan" (other than by reason of a Liquidation Event or the related Mortgaged
Property becoming an REO Property). None of the mortgage loans comprising an
Outside Serviced Loan Combination shall constitute a Corrected Mortgage Loan
under this Agreement.
"Corrected Trust Mortgage Loan": A Trust Mortgage Loan that is a
Corrected Mortgage Loan.
"Corresponding Class of Principal Balance Certificates": With
respect to any REMIC I Regular Interest, the Class of Principal Balance
Certificates designated as such in the Preliminary Statement.
"Corresponding REMIC I Regular Interest": With respect to: (a) any
Class of Principal Balance Certificates (other than the Floating Rate
Certificates), the REMIC I Regular Interest that has an alphabetic or
alphanumeric, as applicable, designation that is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class of Principal
Balance Certificates; (b) any Class X Component, the REMIC I Regular Interest
that has an alphabetic or alphanumeric, as applicable, designation that, when
preceded by "X-", is the same as the alphabetic or alphanumeric, as the case may
be, designation for such Class X Component; (c) the Class A-4FL REMIC II Regular
Interest, REMIC I Regular Interest A-4FL; (d) the Class A-MFL REMIC II Regular
Interest, REMIC I Regular Interest A-MFL; and (e) the Class A-JFL REMIC II
Regular Interest, REMIC I Regular Interest A-JFL.
"Crossed Group": With respect to any Trust Mortgage Loan that is a
Crossed Loan, such Trust Mortgage Loan and all other Trust Mortgage Loans that
are cross-collateralized and cross-defaulted with such Trust Mortgage Loan.
"Crossed Loan": A Trust Mortgage Loan that is cross-collateralized
and cross-defaulted with one or more other Trust Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase or substitution is not less than the Debt
Service Coverage Ratio for all such related Crossed Loans, including the
affected Crossed Loan, for the four calendar quarters immediately preceding the
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repurchase or substitution; and (ii) the Loan-to-Value Ratio for any remaining
related Crossed Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller is not greater than the Loan-to-Value Ratio for all such
related Crossed Loans, including the affected Crossed Loan, determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been appointed or
if such custodian has been so appointed, but the Trustee shall have terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-off Date": Individually and collectively, as the context may
require: (i) with respect to each Trust Mortgage Loan that has a Due Date in or
prior to July 2007, the related Due Date of such Trust Mortgage Loan in July
2007; and (ii) with respect to each Trust Mortgage Loan that has its first Due
Date after July 2007, the later of the related date of origination of such Trust
Mortgage Loan and July 1, 2007.
"Cut-off Date Balance": With respect to any Trust Mortgage Loan, the
outstanding principal balance of such Trust Mortgage Loan, as of the Cut-off
Date, after application of all unscheduled payments of principal received on or
before such date and the principal component of all Periodic Payments due on or
before such date, whether or not received.
"DDR Southeast Pool Co-Lender Agreement": The A/A Co-Lender
Agreement that relates to the DDR Southeast Pool Loan Combination.
"DDR Southeast Pool Loan Combination": The Pari Passu Loan
Combination that is secured by one or more mortgages, deeds of trust, deeds to
secure debt or similar instruments encumbering the DDR Southeast Pool Mortgaged
Properties, together with any group of REO Mortgage Loans or comparable deemed
mortgage loans in respect thereof.
"DDR Southeast Pool Major Decision": Any "Major Decision" within the
meaning of the DDR Southeast Pool Co-Lender Agreement.
"DDR Southeast Pool Mortgaged Properties": The portfolio of real
properties identified on the Mortgage Loan Schedule as the DDR Southeast Pool.
"DDR Southeast Pool Non-Trust Mortgage Loan": Each mortgage loan
that is part of the DDR Southeast Pool Loan Combination but is not included in
the Trust Fund.
"DDR Southeast Pool Non-Trust Mortgage Loan Noteholder": Any holder
of a promissory note evidencing a DDR Southeast Pool Non-Trust Mortgage Loan.
"DDR Southeast Pool REO Property": Any REO Property relating to the
DDR Southeast Pool Loan Combination.
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"DDR Southeast Pool Special Servicer": The party responsible for
performing the duties of Special Servicer hereunder with respect to the DDR
Southeast Pool Loan Combination or any DDR Southeast Pool REO Property.
"DDR Southeast Pool Trust Mortgage Loan": The Trust Mortgage Loan
that is part of the DDR Southeast Pool Loan Combination and is identified on the
Mortgage Loan Schedule by loan number 1.
"Debt Service Coverage Ratio": With respect to any Serviced Mortgage
Loan, as of any date of determination, the ratio of (x) the annualized Net Cash
Flow (before payment of any debt service on such Serviced Mortgage Loan)
generated by the related Mortgaged Property during the most recently ended
period of not less than six (6) months and not more than 12 months for which
financial statements, if available (whether or not audited) have been received
by or on behalf of the related Mortgage Loan Seller (prior to the Closing Date)
or the applicable Master Servicer or the Special Servicer (following the Closing
Date), to (y) 12 times the amount of the Periodic Payment in effect for such
Serviced Mortgage Loan (plus, in the case of any B-Note Non-Trust Mortgage Loan,
the Periodic Payment in effect for the related A-Note Trust Mortgage Loan) or,
if such Serviced Mortgage Loan is part of a Pari Passu Loan Combination, the
aggregate amount of the Periodic Payments in effect for the entire Loan
Combination, as of such date of determination.
"Defaulted Trust Mortgage Loan": A Trust Mortgage Loan (i) that (A)
is delinquent 60 days or more in respect to a Periodic Payment (not including
the Balloon Payment) or (B) is delinquent in respect of its Balloon Payment
unless the applicable Master Servicer (or, in the case of an Outside Serviced
Trust Mortgage Loan, the related Outside Servicer) has, on or prior to the Due
Date of such Balloon Payment, received written evidence from an institutional
lender of such lender's binding commitment to refinance such Trust Mortgage Loan
(acceptable to the Special Servicer and the Controlling Class Representative)
within 60 days after the Due Date of such Balloon Payment (provided that, if
such refinancing does not occur during such time specified in the commitment,
the subject Trust Mortgage Loan will immediately become a Defaulted Trust
Mortgage Loan), in either case such delinquency to be determined without giving
effect to any grace period permitted by the related Mortgage or Mortgage Note
and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note, or (ii) as to which the applicable Master Servicer or Special
Servicer (or, in the case of an Outside Serviced Trust Mortgage Loan, the
related Outside Servicer) has, by written notice to the related Mortgagor,
accelerated the maturity of the indebtedness evidenced by the related Mortgage
Note.
"Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Trust Mortgage Loan identified as a
Defeasance Loan on the Mortgage Loan Schedule which permits or requires the
related Mortgagor (or permits the holder of such Trust Mortgage Loan to require
the related Mortgagor) to pledge Defeasance Collateral to such holder in lieu of
prepayment. If an LC Trust Mortgage Loan is a Defeasance Loan, then any related
Non-Trust Mortgage Loan may also be a Defeasance Loan.
"Deficient Valuation": With respect to any Trust Mortgage Loan or
B-Note Non-Trust Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an
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amount less than the then outstanding principal balance of such Trust Mortgage
Loan or B-Note Non-Trust Mortgage Loan, as the case may be, which valuation
results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Non-Registered
Certificate that is a Definitive Certificate.
"Depositor": Citigroup Commercial Mortgage Securities Inc. or its
successor in interest.
"Depositor's Return Amount": The sum of: (i) the excess, if any, of
the sum of all interest distributions in respect of the Class A-4FL REMIC II
Regular Interest on the initial Distribution Date, over the initial Class A-4FL
Floating Rate I Swap Payment for the initial Distribution Date; (ii) the excess,
if any, of the sum of all interest distributions in respect of the Class A-MFL
REMIC II Regular Interest on the initial Distribution Date, over the initial
Class A-MFL Floating Rate I Swap Payment for the initial Distribution Date; and
(iii) the excess, if any, of the sum of all interest distributions in respect of
the Class A-JFL REMIC II Regular Interest on the initial Distribution Date, over
the initial Class A-JFL Floating Rate I Swap Payment for the initial
Distribution Date.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Designated Sub-Servicer": Any Sub-Servicer identified on Exhibit K
attached hereto.
"Determination Date": The 6th day of each month, or if such 6th day
is not a Business Day, the immediately succeeding Business Day, commencing in
August 2007, in all other cases.
"Directly Operate": With respect to any Administered REO Property,
the furnishing or rendering of services to the tenants thereof, the management
of such Administered REO Property, the holding of such Administered REO Property
primarily for sale or lease or the performance of any construction work thereon,
in each case other than through an Independent Contractor; provided, however,
that the Trustee (or the Special Servicer or any Sub-Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an Administered REO
Property solely because the Trustee (or the Special Servicer or any Sub-Servicer
on behalf of the Trustee) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such Administered REO Property.
"Discount Rate": With respect to any prepaid Trust Mortgage Loan or
REO Trust Mortgage Loan for purposes of allocating any Yield Maintenance Charge
or Prepayment Premium
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received thereon or with respect thereto among the respective Classes of the
Principal Balance Certificates (other than any Excluded Class thereof) and the
respective Group FL REMIC II Regular Interests, the "Discount Rate" shall be
determined as specified in the related loan documents for the purposes of
calculating the subject Yield Maintenance Charge or Prepayment Premium.
"Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international
organization, or any agency or instrumentality of either of the foregoing, (iii)
any organization (except certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Certificate Administrator or the Certificate Registrar based
upon an Opinion of Counsel (which shall not be an expense of the Certificate
Administrator) that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates, other than such Person, to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
"Distributable Certificate Interest": With respect to any Class of
Regular Certificates or any Group FL REMIC II Regular Interest for any
Distribution Date, the Accrued Certificate Interest in respect of such Class of
Certificates or such Group FL REMIC II Regular Interest, as the case may be, for
such Distribution Date, reduced (to not less than zero) by the sum of: (i) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Regular Certificates or such Group FL REMIC II
Regular Interest, as the case may be, in accordance with Section 4.04(e); and
(ii) except in the case of the Class X Certificates, the portion of any Mortgage
Deferred Interest allocated to such Class of Regular Certificates or such Group
FL REMIC II Regular Interest, as the case may be, on such Distribution Date in
accordance with Section 4.04(c).
"Distributable Component Interest": With respect to any Class X
Component for any Distribution Date, the Accrued Component Interest in respect
of such Class X Component for such Distribution Date, reduced (to not less than
zero) by the product of (a) the entire portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date that was allocated to the Class X
Certificates in accordance with Section 4.04(e), multiplied by (b) a fraction,
the numerator of which is the amount of Accrued Component Interest in respect of
such Class X Component for such Distribution Date, and the denominator of which
is the aggregate amount of Accrued Certificate Interest in respect of the Class
X Certificates for such Distribution Date.
"Distribution Account": The segregated account or accounts created
and maintained by the Certificate Administrator on behalf of the
Certificateholders (exclusive of the Holders of the Class Y Certificates)
pursuant to Section 3.04(b) which shall be entitled "[NAME OF CERTIFICATE
ADMINISTRATOR] as Certificate Administrator, on behalf of [NAME OF TRUSTEE], as
Trustee, in
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trust for the registered holders of Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6."
"Distribution Date": With respect to any Determination Date, the
fourth Business Day following such Determination Date.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"DTC": The Depository Trust Company.
"Due Date": With respect to (i) any Serviced Mortgage Loan on or
prior to its Stated Maturity Date, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on such Serviced Mortgage Loan is
scheduled to be first due; (ii) any Serviced Mortgage Loan after its Stated
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Periodic Payment on such Serviced Mortgage Loan had been scheduled to
be first due; and (iii) any REO Mortgage Loan, the day of the month set forth in
the related Mortgage Note on which each Periodic Payment on the related Serviced
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Repurchase": Any repurchase of an Early Defeasance
Trust Mortgage Loan as contemplated by Section 3.20(l).
"Early Defeasance Trust Mortgage Loan": Any Trust Mortgage Loan that
provides the related Mortgagor with the option to defease such Trust Mortgage
Loan in its entirety prior to the second anniversary of the Closing Date. The
Early Defeasance Trust Mortgage Loans, if any, are identified on Schedule IV
hereto.
"XXXXX": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
"Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (A) with respect
to deposits held for 30 days or more in such account, the long-term deposit or
unsecured debt obligations of which are rated at least "Aa3" by Xxxxx'x (if then
rated by Xxxxx'x), "AA-" by Fitch (or "A-", provided the short-term unsecured
debt obligations are rated at least F-1 by Fitch) and "AA-" by S&P (or "A-",
provided the short-term unsecured debt obligations are rated at least "A-1" by
S&P) (or, with respect to any such rating agency, such lower rating as will not
result in an Adverse Rating Event with respect to the Certificates or any
Specially Designated Non-Trust Mortgage Loan Securities, as evidenced in writing
by the applicable rating agency), at any time such funds are on deposit therein,
or (B) with respect to deposits held for less than 30 days in such account, the
short-term deposits of which are rated at least "P-1" by Xxxxx'x (if then rated
by Xxxxx'x), "F-1" by Fitch and "A-1" by S&P (or, with respect to any such
rating agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or any Specially Designated Non-Trust Mortgage
Loan Securities, as evidenced in writing by the applicable rating agency), at
any time such funds are on deposit therein, (ii) an account or accounts
maintained with PNC so long as PNC has (X) a long-term unsecured debt rating of
at least "A" and a short-term rating of at least "F-1" from Fitch, (Y) a
long-term unsecured debt rating of at least "A1" and a short-term rating of at
least "P-1" from Xxxxx'x, and (Z) a long-term unsecured debt rating of at least
"A" and a short-
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term rating of at least "A-1" from S&P, (iii) a segregated trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company (which may be the Certificate
Administrator) that, in either case, has corporate trust powers, acting in its
fiduciary capacity (provided that any state chartered depository institution or
trust company is subject to regulations regarding fiduciary funds on deposit
therein substantially similar to 12 CFR ss. 9.10(b)), or (iv) such other
account, the use of which would not, in and of itself, cause an Adverse Rating
Event with respect to any Class of Certificates or any class of Specially
Designated Non-Trust Mortgage Loan Securities, as confirmed in writing by each
applicable rating agency; provided that no rating confirmation need be obtained
with respect to any Specially Designated Non-Trust Mortgage Loan Securities in
connection with establishing whether any account is an Eligible Account unless
such account contains funds related to a Specially Designated Non-Trust Mortgage
Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect
thereto) that backs such Specially Designated Non-Trust Mortgage Loan
Securities.
"Enhancement/Support Provider": Any enhancement or support provider
contemplated by Item 1114(b) or Item 1115 of Regulation AB with respect to the
Trust Fund or any one or more Classes of Certificates.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society of Testing Materials Standard
Sections 1527-05 or, with the consent of the Controlling Class Representative, a
review conducted in accordance with the All Appropriate Inquiries final rule
issued by the United States Environmental Protection Agency on November 1, 2005
(40 C.F.R. Part 312), or any successor to either.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by a Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and other similar items in respect of the related Mortgaged
Property.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Servicing Strip": With respect to any Trust Mortgage Loan or
REO Trust Mortgage Loan, the portion of the related Master Servicing Fee (which
portion shall not include that portion payable to any Sub-Servicer party to a
Sub-Servicing Agreement dated the date hereof) that accrues at the related
Excess Servicing Strip Rate in effect from time to time, subject to reduction by
the Trustee in accordance with Section 3.11(a).
"Excess Servicing Strip Rate": With respect to any Trust Mortgage
Loan or REO Trust Mortgage Loan, subject to reduction by the Trustee in
accordance with Section 3.11(a), a rate per annum equal to the excess, if any,
of (A) the related Master Servicing Fee Rate over (B) the sum of (1) 0.01% (1.0
basis point) per annum plus (2) the annual sub-servicing fee rate for any
related third-party Sub-Servicer of such Trust Mortgage Loan or REO Trust
Mortgage Loan, as the case may be, on behalf of the applicable Master Servicer.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
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"Exchange Act Reportable Event": With respect to (a) the Trustee or,
if and to the extent specifically applicable thereto or to its duties on behalf
of the Trustee, any Servicing Representative of the Trustee or any Trustee
Appointee, any Trustee Reportable Event, (b) the Certificate Administrator or,
if and to the extent specifically applicable thereto or to its duties on behalf
of the Certificate Administrator, or any Servicing Representative of the
Certificate Administrator, any Certificate Administrator Reportable Event, (c) a
Master Servicer or, if and to the extent specifically applicable thereto or to
its duties on behalf of a Master Servicer, any Servicing Representative of such
Master Servicer, any Master Servicer Reportable Event, and (d) the Special
Servicer or, if and to the extent specifically applicable thereto or to its
duties on behalf of the Special Servicer, any Servicing Representative of the
Special Servicer, any Special Servicer Reportable Event.
"Exchange Act Reporting Year": Each of (a) the Trust's fiscal year
2007, and (b) any subsequent fiscal year of the Trust, but only if as of the
beginning of such subsequent fiscal year of the Trust, the Registered
Certificates are held in the aggregate by at least 300 holders (which may
consist of (i) in the case of Registered Certificates held in definitive form,
direct Holders of such Definitive Certificates, and/or (ii) in the case of
Registered Certificates held in book-entry form through the Depository,
Depository Participants having accounts with the Depository).
"Exchange Act Reports": As defined in Section 8.16(a).
"Excluded Class": Any Class of Principal Balance Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-3B Certificates, Class A-SB Certificates, Class A-4 Certificates, Class
A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates and Class K Certificates.
"Exemption": Department of Labor Prohibited Transaction Exemption
("PTE") 91-23, as amended from time to time, or any successor thereto.
"Exemption-Favored Party": Any of (i) Citigroup Global Markets Inc.,
(ii) any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Citigroup Global Markets
Inc., and (iii) any member of any underwriting syndicate or selling group of
which any Person described in clauses (i) and/or (ii) is a manager or co-manager
with respect to a Class of Investment Grade Certificates.
"FASB 140": The Financial Accounting Standards Board's Statement No.
140, entitled "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities", issued in September 2002.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan or Administered
REO Property (other than a Trust Mortgage Loan or REO Property, as the case may
be, that was purchased or replaced by any of the Mortgage Loan Sellers, pursuant
to the related Mortgage Loan Purchase Agreement, by a related Non-Trust Mortgage
Loan Noteholder pursuant to the related Co-Lender Agreement, or by a Master
Servicer, the Special
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Servicer or the Majority Controlling Class Certificateholder pursuant to Section
9.01 or that was acquired by the Certificateholders (exclusive of the Class R
Certificateholders) in exchange for their Certificates pursuant to Section 9.01)
that there has been a recovery of all Insurance Proceeds, Liquidation Proceeds,
REO Revenues and other payments or recoveries that the Special Servicer has
determined, in accordance with the Servicing Standard, will be ultimately
recoverable; provided that the term "Final Recovery Determination" shall include
any comparable determination made with respect to an Outside Serviced Trust
Mortgage Loan or any related REO Property by a related Outside Servicer pursuant
to the related Outside Servicing Agreement.
"Fiscal Agent": Any Fiscal Agent appointed as provided in Section
8.17.
"FNMA": Federal National Mortgage Association or any successor.
"Fitch": Fitch, Inc. or its successor in interest. If neither such
Rating Agency nor any successor remains in existence, "Fitch" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicers and
the 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": The Class A-4FL Floating Rate Account, the
Class A-MFL Floating Rate Account or the Class A-JFL Floating Rate Account, as
the context may require.
"Floating Rate Certificates": The Class A-4FL, A-MFL and A-JFL
Certificates, collectively.
"Floating Rate Class": A Class of Floating Rate Certificates.
"Floating Rate Class Available Funds": The Class A-4FL Available
Funds, the Class A-MFL Available Funds or the Class A-JFL Available Funds, as
the context may require.
"Floating Rate Class Distribution Conversion": The Class A-4FL
Distribution Conversion, the Class A-MFL Distribution Conversion or the Class
A-JFL Distribution Conversion, as the context may require.
"Floating Rate Class Interest Distribution Amount": The Class A-4FL
Interest Distribution Amount, the Class A-MFL Interest Distribution Amount or
the Class A-JFL Interest Distribution Amount, as the context may require.
"Floating Rate Class Principal Distribution Amount": The Class A-4FL
Principal Distribution Amount, the Class A-MFL Principal Distribution Amount or
the Class A-JFL Principal Distribution Amount.
"Floating Rate Grantor Trust": Grantor Trust A-4FL, Grantor Trust
A-MFL or Grantor Trust A-JFL, as applicable.
"Floating Rate I Payer Shortfall Reimbursement Payment": The Class
A-4FL Floating Rate I Payer Shortfall Reimbursement Payment, the Class A-MFL
Floating Rate I Payer Shortfall
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Reimbursement Payment or the Class A-JFL Floating Rate I Payer Shortfall
Reimbursement Payment, as the context may require.
"Floating Rate I Swap Payment": The Class A-4FL Floating Rate I Swap
Payment, the Class A-MFL Floating Rate I Swap Payment or the Class A-JFL
Floating Rate I Swap Payment, as the context may require.
"Floating Rate II Swap Payment": The Class A-4FL Floating Rate II
Swap Payment, the Class A-MFL Floating Rate II Swap Payment or the Class A-JFL
Floating Rate II Swap Payment, as the context may require.
"Form 8-K": Exchange Act Form 8-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing current reports under Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule 15d-11, and for
reports of nonpublic information required to be disclosed by Regulation FD (17
C.F.R. 243.100 and 243.101). For purposes of this Agreement, "Form 8-K" shall be
deemed to include any successor or equivalent Exchange Act form adopted by the
Commission.
"Form 8-K Current Report": A current report on Form 8-K.
"Form 8-K Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations promulgated
thereunder to be reported by an asset-backed issuer under Form 8-K.
"Form 10-D": Exchange Act Form 10-D, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing distribution reports under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.
"Form 10-D Distribution Report": A distribution report on Form 10-D.
"Form 10-D Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations promulgated
thereunder to be reported by an asset-backed issuer under Form 10-D.
"Form 10-K": Exchange Act Form 10-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing annual reports pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.
"Form 10-K Annual Report": An annual report on Form 10-K.
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"Form 10-K Required Information": Any and all information required
pursuant to the Exchange Act and/or the rules and regulations promulgated
thereunder to be reported by an asset-backed issuer under Form 10-K.
"Gain-on-Sale Proceeds": With respect to any Specially Serviced
Trust Mortgage Loan or Administered REO Property, the excess, if any, of (i) any
Liquidation Proceeds with respect to the subject Trust Mortgage Loan or REO
Property, as the case may be (net of any related Liquidation Expenses and, in
the case of any SLC Trust Mortgage Loan or the related SLC REO Property, further
net of any portion of such Liquidation Proceeds payable to the related Serviced
Non-Trust Mortgage Loan Noteholder(s)), over (ii) the Purchase Price for such
Trust Mortgage Loan or the related REO Trust Mortgage Loan, as the case may be,
on the date on which such Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A segregated custodial account or
accounts or subaccount of the Distribution Account created and maintained by the
Certificate Administrator pursuant to Section 3.04(e) on behalf of the Trustee
for the benefit of the Certificateholders, which shall be entitled "[NAME OF
CERTIFICATE ADMINISTRATOR], as Certificate Administrator, for [NAME OF TRUSTEE],
as Trustee, in trust for the registered holders of Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6."
Any such account shall be an Eligible Account or a subaccount of an Eligible
Account.
"Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global Certificate or
the Regulation S Global Certificate.
"Grantor Trust": A "grantor trust" within the meaning of the Grantor
Trust Provisions.
"Grantor Trust Assets": Collectively, the assets of Grantor Trust
A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y.
"Grantor Trust A-4FL": The portion of the Trust Fund consisting of
(i) the Class A-4FL REMIC II Regular Interest and distributions thereon, (ii)
the Class A-4FL Swap Agreement and payments by the Class A-4FL Swap Counterparty
thereunder and (iii) the Class A-4FL Floating Rate Account, intended to be
treated as a "grantor trust" within the meaning of the Grantor Trust Provisions.
Grantor Trust A-4FL constitutes a separate common law trust created hereunder.
"Grantor Trust A-JFL": The portion of the Trust Fund consisting of
(i) the Class A-JFL REMIC II Regular Interest and distributions thereon, (ii)
the Class A-JFL Swap Agreement and payments by the Class A-JFL Swap Counterparty
thereunder and (iii) the Class A-JFL Floating Rate Account, intended to be
treated as a "grantor trust" within the meaning of the Grantor Trust Provisions.
Grantor Trust A-JFL constitutes a separate common law trust created hereunder.
"Grantor Trust A-MFL": The portion of the Trust Fund consisting of
(i) the Class A-MFL REMIC II Regular Interest and distributions thereon, (ii)
the Class A-MFL Swap Agreement and payments by the Class A-MFL Swap Counterparty
thereunder and (iii) the Class A-MFL Floating Rate Account, intended to be
treated as a "grantor trust" within the meaning of the Grantor Trust Provisions.
Grantor Trust A-MFL constitutes a separate common law trust created hereunder.
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"Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury regulation section 301.7701-4(c).
"Grantor Trust Trustee": The entity acting as trustee for each of
the Floating Rate Grantor Trusts.
"Grantor Trust Y": The portion of the Trust Fund consisting of (i)
any Additional Interest with respect to the ARD Trust Mortgage Loans after their
respective Anticipated Repayment Dates and (ii) amounts held from time to time
in the Additional Interest Account that represent Additional Interest, intended
to be treated as a "grantor trust" within the meaning of the Grantor Trust
Provisions.
"Greensboro Corporate Center Co-Lender Agreement": The A/B Co-Lender
Agreement that relates to the Greensboro Corporate Center Loan Combination.
"Greensboro Corporate Center Controlling Party": As of any date of
determination, the "Controlling Holder" within the meaning of the Greensboro
Corporate Center Co-Lender Agreement or any representative thereof designated
under the Greensboro Corporate Center Co-Lender Agreement.
"Greensboro Corporate Center Loan Combination": The A/B Loan
Combination that is secured by one or more mortgages, deeds of trust, deeds to
secure debt or similar instruments encumbering the Greensboro Corporate Center
Mortgaged Properties, together with any group of REO Mortgage Loans in respect
thereof.
"Greensboro Corporate Center Major Action": Any of the actions
described in clauses (i) through (xxii) of Section 9(b) and clauses (i) through
(v) of Section 9(c) of the Greensboro Corporate Center Co-Lender Agreement.
"Greensboro Corporate Center Mortgaged Properties": The portfolio of
real properties identified on the Mortgage Loan Schedule as the Greensboro
Corporate Center.
"Greensboro Corporate Center Non-Trust Mortgage Loan": The mortgage
loan that is part of the Greensboro Corporate Center Loan Combination but is not
included in the Trust Fund.
"Greensboro Corporate Center Non-Trust Mortgage Loan Noteholder":
The holder of the promissory note evidencing the Greensboro Corporate Center
Non-Trust Mortgage Loan.
"Greensboro Corporate Center Special Servicer": The party
responsible for performing the duties of Special Servicer hereunder with respect
to the Greensboro Corporate Center Loan Combination or any related REO Property.
"Greensboro Corporate Center Trust Mortgage Loan": The Trust
Mortgage Loan that is part the Greensboro Corporate Center Loan Combination and
is identified on the Mortgage Loan Schedule by loan number 3.
"Ground Lease": With respect to any Serviced Mortgage Loan for which
the Mortgagor has a leasehold interest in the related Mortgaged Property or
space lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.
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"Group 1 Trust Mortgage Loan": Any Trust Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group No. 1.
"Group 2 Trust Mortgage Loan": Any Trust Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group No. 2.
"Group FL REMIC II Regular Interest": The Class A-4FL REMIC II
Regular Interest, the Class A-MFL REMIC II Regular Interest or the Class A-JFL
REMIC II Regular Interest, as applicable.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations now existing or hereafter enacted, and specifically
including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"IAC 1850 Xxxxxx Mortgaged Property": The real property identified
on the Mortgage Loan Schedule as the IAC 1850 Xxxxxx Mortgage Loan.
"IAC 1850 Xxxxxx Trust Mortgage Loan": The Trust Mortgage Loan that
is secured by the IAC 1850 Xxxxxx Mortgaged Property.
"IAC-CA & WA Industrial Portfolio Mortgaged Properties": The
portfolio of real properties identified on the Mortgage Loan Schedule as the IAC
CA & WA Industrial Portfolio.
"IAC-CA & WA Industrial Portfolio Trust Mortgage Loan": The Trust
Mortgage Loan that is secured by the IAC-CA & WA Industrial Portfolio Mortgaged
Properties.
"IAC Industrial Portfolio Trust Mortgage Loan": The IAC 1850 Xxxxxx
Trust Mortgage Loan, the IAC-CA & WA Industrial Portfolio Trust Mortgage Loan or
the IAC-Oregon Industrial Portfolio Trust Mortgage Loan, as applicable.
"IAC-Oregon Industrial Portfolio Mortgaged Properties": The
portfolio of real properties identified on the Mortgage Loan Schedule as the
IAC-Oregon Industrial Portfolio.
"IAC-Oregon Industrial Portfolio Trust Mortgage Loan": The Trust
Mortgage Loan that is secured by the IAC-Oregon Industrial Portfolio Mortgaged
Properties.
"Impound Reserve": As defined in Section 3.16(c) hereof.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the Controlling Class
Representative (and, with respect to any Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), the Trustee, any Fiscal Agent,
the Certificate Administrator and any and all Affiliates thereof, (ii) does not
have any direct financial interest in or any
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material indirect financial interest in any of the Depositor, the Mortgage Loan
Sellers, the Master Servicers, the Special Servicer, the Controlling Class
Representative (and, with respect to any Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), the Trustee, any Fiscal Agent,
the Certificate Administrator or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicers,
the Special Servicer, the Controlling Class Representative (and, with respect to
any Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), the Trustee, any Fiscal Agent, the Certificate Administrator or
any Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, any Mortgage
Loan Seller, any Master Servicer, the Special Servicer, any Controlling Class
Representative, any Serviced Non-Trust Mortgage Loan Noteholder, the Trustee,
any Fiscal Agent, the Certificate Administrator or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, such Mortgage Loan Seller, such Master
Servicer, the Special Servicer, the Controlling Class Representative, such
Serviced Non-Trust Mortgage Loan Noteholder, the Trustee, any Fiscal Agent, the
Certificate Administrator or such Affiliate thereof, as the case may be.
"Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal Institute, and, if
the State in which the subject Mortgaged Property is located certifies or
licenses appraisers, certified or licensed in such State, and in each such case,
who has a minimum of five (5) years' experience in the subject property type and
market.
"Independent Contractor": Any Person that would be an "independent
contractor" with respect to a REMIC Pool within the meaning of Section 856(d)(3)
of the Code if such REMIC Pool were a real estate investment trust (except that
the ownership test set forth in that Section shall be considered to be met by
any Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to any Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Trust Fund, delivered to the Trustee and the Certificate Administrator), so
long as such REMIC Pool does not receive or derive any income from such Person;
provided that the relationship between such Person and such REMIC Pool is at
arm's length, all within the meaning of Treasury regulations section
1.856-4(b)(5), or any other Person upon receipt by the Trustee and the
Certificate Administrator of an Opinion of Counsel, which shall be at no expense
to any Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Trust Fund, to the effect that the taking of any action in
respect of any Administered REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such Administered REO Property to
cease to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code, or cause any income realized in respect of such
Administered REO Property to fail to qualify as Rents from Real Property.
"Initial Deposit": With respect to each Initial Deposit Trust
Mortgage Loan, the supplemental payment from the related Mortgage Loan Seller,
in an amount equal to the product of (i) an annual rate equal to the related
Mortgage Rate, multiplied by (ii) the Cut-off Date Balance of such Trust
Mortgage Loan, multiplied by (iii) a fraction, expressed as a percentage, the
numerator of which is the number of days in July 2007, and the denominator of
which is 360.
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"Initial Deposit Trust Mortgage Loan": Any Trust Mortgage Loan that
does not provide for a Periodic Payment in August 2007.
"Initial Form 8-K Current Reports": As defined in Section 8.16.
"Initial Purchaser": Citigroup Global Markets Inc.
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.
"Insurance Policy": With respect to any Serviced Mortgage Loan, any
hazard insurance policy, flood insurance policy, title policy or other insurance
policy that is maintained from time to time in respect of such Serviced Mortgage
Loan or the related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms of the related Mortgage or lease, in
accordance with the Servicing Standard (or, in the case of an Outside Serviced
Trust Mortgage Loan, in accordance with the servicing standard under the related
Outside Servicing Agreement).
"Insured Environmental Event": As defined in Section 3.07(d).
"Interest Accrual Period": With respect to each Class of Regular
Certificates, each Class X Component, each Group FL REMIC II Regular Interest,
each REMIC I Regular Interest and each Loan REMIC Regular Interest, for any
Distribution Date, the calendar month immediately preceding the calendar month
in which such Distribution Date occurs. Notwithstanding the foregoing, each
Interest Accrual Period is deemed to consist of 30 days (without excluding any
of such days) solely for purposes of calculating interest on the Regular
Certificates, the Class X Components, the Group FL REMIC II Regular Interests,
the REMIC I Regular Interests and the Loan REMIC Regular Interests. For purposes
of determining Floating Rate Class Interest Distribution Amounts and Floating
Rate II Swap Payments with respect any Floating Rate Class, for any Distribution
Date and any Swap Payment Date with respect thereto based upon the confirmation
under the related Swap Agreement, the related Interest Accrual Period will begin
on and include the preceding Distribution Date (or, in the case of the first
Distribution Date, will begin on and include the Closing Date) and will end on
the calendar day immediately preceding the subject Distribution Date; provided
that, if a Floating Rate Class Distribution Conversion is in effect with respect
to any Floating Rate Class for the subject Distribution Date, then the Interest
Accrual Period applicable to such Floating Rate Class for such Distribution Date
will be the same as the Interest Accrual Period with respect to the
corresponding Group FL REMIC II Regular Interest for such Distribution Date.
"Interest Reserve Account": The segregated account created and
maintained by the Certificate Administrator pursuant to Section 3.04(c) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[NAME OF CERTIFICATE ADMINISTRATOR], as Certificate Administrator, for
[NAME OF TRUSTEE], as Trustee, on behalf of and in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6."
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"Interest Reserve Amount": With respect to each Interest Reserve
Trust Mortgage Loan and Interest Reserve REO Trust Mortgage Loan for each
Distribution Date that occurs in February of each year and in January of each
year that is not a leap year, an amount equal to one (1) day's interest at the
related Net Mortgage Rate on the related Stated Principal Balance as of the Due
Date in the month in which such Distribution Date occurs (but prior to the
application of any amounts owed on such Due Date), to the extent a Periodic
Payment is collected in respect thereof as of the Determination Date immediately
preceding such Distribution Date or a P&I Advance is made in respect thereof for
such Due Date as of such Distribution Date.
"Interest Reserve Trust Mortgage Loan": Each Trust Mortgage Loan
that is an Actual/360 Trust Mortgage Loan.
"Interest Reserve REO Trust Mortgage Loan": An REO Trust Mortgage
Loan that relates to an Interest Reserve Trust Mortgage Loan.
"Interested Person": The Depositor, any Mortgage Loan Seller, any
Master Servicer, the Special Servicer, any Serviced Non-Trust Mortgage Loan
Noteholder (but only with respect to the related SLC Trust Mortgage Loan), any
Independent Contractor hired by the Special Servicer, any Holder of a
Certificate or any Affiliate of any such Person.
"Internet Website": The Internet Websites maintained by the
Certificate Administrator and, if applicable, the Trustee, the Master Servicers
and/or the Special Servicer, which in the case of the Certificate Administrator
is initially located at "xxx.xxxxxxxx.xxx" or such other address as provided by
the Certificate Administrator to the parties hereto from time to time and, in
the case of a Master Servicer or the Special Servicer, shall be located at such
address provided by such person to the parties hereto from time to time.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.
"IRS": The Internal Revenue Service or any successor agency.
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.
"LaSalle": LaSalle Bank National Association or its successor in
interest.
"LaSalle Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of July 25, 2007, between the Depositor and
LaSalle and relating to the transfer of certain Trust Mortgage Loans by LaSalle
to the Depositor.
"LaSalle Trust Mortgage Loans": The Trust Mortgage Loans transferred
and assigned to the Depositor pursuant to the LaSalle Mortgage Loan Purchase
Agreement and each Qualified Substitute Mortgage Loan delivered in replacement
thereof in accordance with this Agreement and the LaSalle Mortgage Loan Purchase
Agreement.
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"Late Collections": With respect to any Trust Mortgage Loan, all
amounts Received by the Trust thereon during any Collection Period, other than
Penalty Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds
or otherwise, which represent late collections of the principal and/or interest
portions of a Periodic Payment (other than a Balloon Payment) or an Assumed
Periodic Payment in respect of such Trust Mortgage Loan due or deemed due on a
Due Date in a previous Collection Period, and not previously recovered. With
respect to any REO Trust Mortgage Loan, all amounts Received by the Trust in
connection with the related REO Property during any Collection Period, whether
as Insurance Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of the principal and/or interest portions of a
Periodic Payment (other than a Balloon Payment) or an Assumed Periodic Payment
in respect of the predecessor Trust Mortgage Loan or of an Assumed Periodic
Payment in respect of such REO Trust Mortgage Loan due or deemed due on a Due
Date in a previous Collection Period and not previously recovered. Late
Collections with respect to an Outside Serviced Trust Mortgage Loan will be
allocated to such Trust Mortgage Loan as provided in the related Co-Lender
Agreement and the related Outside Servicing Agreement, and to the extent not
inconsistent with the related Co-Lender Agreement and the related Outside
Servicing Agreement, as provided in this Agreement.
"Late Payment Date Trust Mortgage Loan": A Trust Mortgage Loan
secured by any of the Mortgaged Properties identified on the Mortgage Loan
Schedule as Blue Oaks Marketplace, Villa D'Este, Northwest Medical Center,
DeZavala Oaks Shopping Center and Acme Plaza Shopping Center II, respectively.
"LC Trust Mortgage Loan": A Trust Mortgage Loan that is part of a
Loan Combination.
"LIBOR": The rate specified in Section 1.03(a) or the rate
calculated by the Certificate Administrator in accordance with Section 1.03(b),
as applicable under the circumstances.
"LIBOR Business Day": Any day on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in London, England.
"LIBOR Determination Date": For purposes of calculating LIBOR in any
particular calendar month subsequent to August 2007, the second LIBOR Business
Day prior to the Distribution Date in such calendar month; provided that, to the
extent that the calculation of LIBOR in accordance with Section 1.03(b) requires
a determination made as of New York City time, the subject LIBOR Determination
Date must also be one on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits) in
London, England and New York, New York.
"Litigation Control": As defined in Section 3.27(b).
"Liquidation Event": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan, any of the following events: (i) such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan; (iii) in the case of a Trust Mortgage Loan,
such Trust Mortgage Loan is (A) repurchased or replaced by a Mortgage Loan
Seller pursuant to the applicable Mortgage Loan Purchase Agreement, (B)
purchased by a Master Servicer, the Special Servicer or the Majority Controlling
Class Certificateholder, or acquired by the Certificateholders (exclusive of the
Class R Certificateholders) in exchange for their Certificates, in each case
pursuant to
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Section 9.01, or (C) purchased by the Majority Controlling Class
Certificateholder, the Special Servicer or any assignee of the foregoing
pursuant to Section 3.18; (iv) in the case of a Trust Mortgage Loan that is a
part of the Loan Combination, such Trust Mortgage Loan is purchased by a related
Non-Trust Mortgage Loan Noteholder pursuant to the related Co-Lender Agreement;
and (v) such Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan is
purchased by any related mezzanine lender pursuant to any applicable
intercreditor, co-lender or similar agreement. With respect to any REO Property
(and the related REO Mortgage Loan(s)), any of the following events: (i) a Final
Recovery Determination is made with respect to such REO Property; (ii) such REO
Property is purchased by a Master Servicer, the Special Servicer or the Majority
Controlling Class Certificateholder, or acquired by the Certificateholders
(exclusive of the Class R Certificateholders) in exchange for their
Certificates, in each case pursuant to Section 9.01; or (iii) such REO Property
is sold pursuant to Section 3.18 (or, if it relates to an Outside Serviced Trust
Mortgage Loan, pursuant to the related Outside Servicing Agreement).
"Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
the fee payable to the Special Servicer out of certain related recoveries
pursuant to the third paragraph of Section 3.11(c).
"Liquidation Fee Rate": 1.0%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by a Master Servicer or the Special Servicer
in connection with: (i) the taking of all or a part of a Mortgaged Property or
REO Property by exercise of the power of eminent domain or condemnation,
subject, however, to the rights of any tenants and ground lessors, as the case
may be, and the rights of the Mortgagor under the terms of the related Mortgage;
(ii) the liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Trust Mortgage Loan or Serviced Non-Trust Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise
(which does not include voluntary Principal Prepayments), exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Trust Mortgage Loan by the
Majority Controlling Class Certificateholder, the Special Servicer or any
assignee thereof pursuant to Section 3.18; (v) the repurchase or replacement of
a Trust Mortgage Loan by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement; (vi) the purchase of a Trust Mortgage Loan or
REO Property by a Master Servicer, the Special Servicer or the Majority
Controlling Class Certificateholder, or the acquisition of a Mortgage Loan or
REO Property by all the Certificateholders (other than the Class R
Certificateholders) in exchange for their Certificates, in each case pursuant to
Section 9.01; (vii) the purchase of a Trust Mortgage Loan that is part of a Loan
Combination by a related Non-Trust Mortgage Loan Noteholder pursuant to a
related Co-Lender Agreement; (viii) the purchase of a Trust Mortgage Loan or
B-Note Non-Trust Mortgage Loan by a mezzanine lender pursuant to any applicable
intercreditor, co-lender or similar agreement; or (ix) except for purposes of
Section 3.11(c), the transfer of any Reserve Collateral or proceeds thereof to
the Collection Account, subject to and in accordance with the terms of Section
3.26.
"Loan Combination": The Ala Moana Portfolio Loan Combination, any
Pari Passu Loan Combination or any A/B Loan Combination, as applicable.
"Loan Group": Either Loan Group No. 1 or Loan Group No. 2, as
applicable.
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"Loan Group No. 1": Collectively, all of the Trust Mortgage Loans
that are Group 1 Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect thereto.
"Loan Group No. 1 Available Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Available
Distribution Amount attributable to Loan Group No. 1.
"Loan Group No. 1 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Principal
Distribution Amount attributable to Loan Group No. 1.
"Loan Group No. 2": Collectively, all of the Trust Mortgage Loans
that are Group 2 Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect thereto.
"Loan Group No. 2 Available Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Available
Distribution Amount attributable to Loan Group No. 2.
"Loan Group No. 2 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the related Principal
Distribution Amount attributable to Loan Group No. 2.
"Loan REMIC": With respect to any Early Defeasance Trust Mortgage
Loan, the segregated pool of assets consisting of: (i) the subject Trust
Mortgage Loan (exclusive of any related Capmark Retained Rights), together with
all documents included in the related Mortgage File and any related Escrow
Payments and Reserve Funds; (ii) all amounts relating to the subject Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto
(exclusive of any collections of any related Additional Interest and/or Excess
Servicing Strip) held from time to time in the Interest Reserve Account, the
Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account
and the Pool REO Account; (iii) any REO Property acquired in respect of the
subject Trust Mortgage Loan; (iv) the rights of the "purchaser" under Sections
1, 2 and 3 (and, to the extent related to the foregoing, Sections 8 through 17
and 19) of the related Mortgage Loan Purchase Agreement with respect to the
subject Trust Mortgage Loan; (v) the rights of the mortgagee under all Insurance
Policies with respect to the subject Trust Mortgage Loan, and (vi) the rights of
the related Mortgage Loan Seller under any related Co-Lender Agreement or
Outside Servicing Agreement.
"Loan REMIC Deferred Interest": The amount by which interest
distributable to REMIC I with respect to any Loan REMIC Regular Interest is
reduced by the amount of Mortgage Deferred Interest allocable to such Loan REMIC
Regular Interest on any Distribution Date.
"Loan REMIC Principal Balance": The principal balance of a Loan
REMIC Regular Interest as of any date of determination. As of the Closing Date,
the Loan REMIC Principal Balance of each Loan REMIC Regular Interest, if any,
shall equal the Cut-off Date Balance of the related Early Defeasance Trust
Mortgage Loan. On each Distribution Date, the Loan REMIC Principal Balance of
each Loan REMIC Regular Interest, if any, shall be permanently reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 4.01(m), and shall be further permanently reduced by
all Realized Losses and Additional Trust Fund Expenses deemed allocated thereto
on such Distribution Date pursuant to Section 4.04(b). On any Distribution Date,
the Loan REMIC Principal Balance of any Loan REMIC Regular Interest shall be
increased by any Loan REMIC Deferred Interest with respect thereto for such
Distribution Date.
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"Loan REMIC Regular Interest": Any uncertificated "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in a Loan REMIC issued
hereunder, as described (and bearing the designation specified) in the
Preliminary Statement hereto.
"Loan REMIC Remittance Rate": With respect to each Loan REMIC
Regular Interest, for any Distribution Date, the Net Mortgage Pass-Through Rate
with respect to the related Early Defeasance Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto for such Distribution
Date.
"Loan-to-Value Ratio": With respect to any Serviced Mortgage Loan,
as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the then-current principal amount of such Serviced
Mortgage Loan (plus, in the case of a B-Note Non-Trust Mortgage Loan, the
current principal amount of the related A-Note Trust Mortgage Loan) or, if such
Serviced Mortgage Loan is part of a Pari Passu Loan Combination, the then
aggregate unpaid principal balance for the entire Loan Combination, and the
denominator of which is the Appraised Value of the related Mortgaged Property.
"Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Serviced Mortgage Loan until a date specified
in such Mortgage Note, the period from the Closing Date until such specified
date.
"Majority Controlling Class Certificateholder": As of any date of
determination, any single Holder (or, in the case of a Class of Book-Entry
Certificates, Certificate Owner) of Certificates (other than any Holder (or, in
the case of a Class of Book-Entry Certificates, Certificate Owner) that is an
Affiliate of the Depositor or a Mortgage Loan Seller) entitled to greater than
50% of the Voting Rights allocated to the Controlling Class; provided, however,
that, if there is no single Holder (or, in the case of a Class of Book-Entry
Certificates, Certificate Owner) of Certificates entitled to greater than 50% of
the Voting Rights allocated to such Class, then the Majority Controlling Class
Certificateholder shall be the single Holder (or, in the case of a Class of
Book-Entry Certificates, Certificate Owner) of Certificates with the largest
percentage of Voting Rights allocated to such Class. With respect to determining
the Majority Controlling Class Certificateholder, the Senior Class A
Certificates shall be deemed to be a single Class of Certificates, with the
applicable Voting Rights allocated among the Holders (or, in the case of a Class
of Book-Entry Certificates, Certificate Owners) of such Certificates in
proportion to the respective Certificate Principal Balances of such Certificates
as of such date of determination.
"Master Servicer": Each of Master Servicer No. 1, Master Servicer
No. 2 or Master Servicer No. 3, as applicable.
"Master Servicer No. 1": Wachovia Bank, National Association, its
successor in interest or any successor Master Servicer No. 1 appointed as herein
provided (including the Trustee as successor pursuant to Section 7.02).
"Master Servicer No. 2": Midland Loan Services, Inc., its successor
in interest or any successor Master Servicer No. 2 appointed as herein provided
(including the Trustee as successor pursuant to Section 7.02).
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"Master Servicer No. 3": Capmark Finance Inc., its successor in
interest or any successor Master Servicer No. 3 appointed as herein provided
(including the Trustee as successor pursuant to Section 7.02).
"Master Servicer Reportable Event": With respect to each Master
Servicer, any of the following events, conditions, circumstances and/or matters:
(i) the entry into or amendment to a definitive agreement
that is material to the Subject Securitization Transaction,
including, for example, a servicing agreement with a Servicer
contemplated by Item 1108(a)(3) of Regulation AB, but only if the
subject Master Servicer or any Servicing Representative of the
subject Master Servicer is a party to such agreement or has entered
into such agreement on behalf of the Trust;
(ii) the termination of a definitive agreement that is
material to the Subject Securitization Transaction (otherwise than
by expiration of the agreement on its stated termination date or as
a result of all parties completing their obligations under such
agreement), but only if the subject Master Servicer or any Servicing
Representative of the subject Master Servicer is a party to such
agreement or has entered into such agreement on behalf of the Trust;
(iii) the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of any
Material Debtor, including where such jurisdiction has been assumed
by leaving the existing directors and officers in possession but
subject to the supervision and orders of a court or governmental
authority, but only if the subject Material Debtor is (A) the
subject Master Servicer, (B) any Servicing Representative of the
subject Master Servicer that constitutes a Servicer contemplated by
Item 1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to a Performing Serviced Trust Mortgage Loan as to which the
subject Master Servicer is the applicable Master Servicer;
(iv) the entry of an order confirming a plan of
reorganization, arrangement or liquidation of a Material Debtor by a
court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of such Material
Debtor, but only if the subject Material Debtor is (A) the subject
Master Servicer, (B) any Servicing Representative of the subject
Master Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to a Performing Serviced Trust Mortgage Loan as to which the
subject Master Servicer is the applicable Master Servicer;
(v) any resignation, removal, replacement or substitution
of (A) the subject Master Servicer or (B) any Servicing
Representative of the subject Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(vi) any appointment of (A) a new Master Servicer as a
successor to the subject Master Servicer or (B) any new Servicing
Representative of the subject Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
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(vii) any nonpublic disclosure, by the subject Master
Servicer or any Servicing Representative of the subject Master
Servicer, with respect to the Subject Securitization Transaction
(other than disclosure required pursuant to this Agreement) that is
required to be disclosed by Regulation FD (17 C.F.R. 243.100 through
243.103);
(viii) any other information of which the subject Master
Servicer has knowledge of importance to Certificateholders
(determined by the subject Master Servicer in accordance with the
Servicing Standard) that (A) is not otherwise required to be
included in the Distribution Date Statement or any other report to
be delivered or otherwise made available to Certificateholders
hereunder, (B) the subject Master Servicer has determined, in
accordance with the Servicing Standard, could have a material
adverse effect on payments to any Class of Certificateholders, and
(C) is directly related to a Performing Serviced Trust Mortgage Loan
as to which the subject Master Servicer is the applicable Master
Servicer;
(ix) the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material Litigant, or of which any property of a Material Litigant
is the subject, or any threat by a governmental authority to bring
any such legal proceedings, that are material to Certificateholders,
but only if the subject Master Servicer is controlling the subject
litigation or if the subject Material Litigant is (A) the subject
Master Servicer, (B) any Servicing Representative of the subject
Master Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to a Performing Serviced Trust Mortgage Loan as to which the
subject Master Servicer is the applicable Master Servicer;
(x) the receipt by or on behalf of the subject Master
Servicer or any Servicing Representative of the subject Master
Servicer of any updated financial statements, balance sheets, rent
rolls or other financial information regarding a Significant Obligor
with respect to a Performing Serviced Trust Mortgage Loan as to
which the subject Master Servicer is the applicable Master Servicer;
(xi) to the extent not otherwise disclosed in the Prospectus
Supplement, whether the subject Master Servicer has become an
affiliate (as defined in Rule 405 of the Securities Act) of any of
(A) the Trust, (B) the Depositor, (C) a Mortgage Loan Seller (other
than itself), (D) the Trustee, (E) the Certificate Administrator,
(F) the Special Servicer, (G) any Servicing Representative of the
subject Master Servicer that constitutes a Servicer contemplated by
Item 1108(a)(3) of Regulation AB or (H) any Significant Obligor;
(xii) to the extent not otherwise disclosed in the Prospectus
Supplement, any business relationship, agreement, arrangement,
transaction or understanding required to be disclosed by Item
1119(b) of Regulation AB between a Mortgage Loan Seller (other than
itself) or the Trust, on the one hand, and the subject Master
Servicer or any Servicing Representative of the subject Master
Servicer, on the other hand; and
(xiii) to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the
Subject Securitization Transaction or the
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Trust Mortgage Loans required to be disclosed by Item 1119(c) of
Regulation AB between a Mortgage Loan Seller (other than itself) or
the Trust, on the one hand, and the subject Master Servicer or any
Servicing Representative of the subject Master Servicer, on the
other hand.
"Master Servicing Fee": With respect to each Trust Mortgage Loan
(and any REO Trust Mortgage Loan with respect thereto), the fee payable to the
applicable Master Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to: (a) each Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
the percentage set forth under the column "Master Servicing Fee Rate" on the
Mortgage Loan Schedule; (b) each Serviced Non-Trust Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), other than the 000 Xxxx
Xxxxxxx Non-Trust Mortgage Loan, 0.01% per annum; and (c) with respect to the
000 Xxxx Xxxxxxx Non-Trust Mortgage Loan (and any successor REO Mortgage Loan
with respect thereto), 0% per annum.
"Material Debtor": Any of the following:
(i) the Trust;
(ii) each of the Mortgage Loan Sellers;
(iii) each of the parties to this Agreement;
(iv) any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB with respect to the
Subject Securitization Transaction;
(v) any Significant Obligor;
(vi) any Enhancement/Support Provider; and
(vii) any other material party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction.
"Material Litigant": Any of the following:
(i) the Trust;
(ii) each of the Mortgage Loan Sellers;
(iii) each of the parties to this Agreement;
(iv) any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB with respect to the
Subject Securitization Transaction;
(v) any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB; and
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(vi) any other party contemplated by Item 1100(d)(1) of Regulation
AB relating to the Subject Securitization Transaction.
"MezzCap Loan Combination": Any A/B Loan Combination other than the
Greensboro Corporate Center Loan Combination.
"MezzCap B-Note Non-Trust Mortgage Loan": Any B-Note Non-Trust
Mortgage Loan that is part of a MezzCap Loan Combination.
"Midland": Midland Loan Services, Inc. or its successor in interest.
"Money Term": With respect to any Serviced Mortgage Loan, the
maturity date, Mortgage Rate, Stated Principal Balance, amortization term or
payment frequency thereof or any provision thereof requiring the payment of a
Prepayment Premium or Yield Maintenance Charge in connection with a Principal
Prepayment (but not any late fees or default interest provisions).
"Moody's": Xxxxx'x Investors Service, Inc., or its successor in
interest.
"Mortgage": With respect to any Serviced Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument that secures
the Mortgage Note and creates a lien on the fee or leasehold interest in the
related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Serviced Mortgage
Loan, the amount of any interest accrued thereon at the related Mortgage Rate
(other than Additional Interest) that, by virtue of a modification, is added to
the outstanding principal balance of such Serviced Mortgage Loan instead of
being payable on the related Due Date on which it would otherwise have been due.
"Mortgage File":
(a) With respect to any Serviced Trust Mortgage Loan and, in the
case of each Serviced Loan Combination, also with respect to each Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the following
documents collectively (which, in the case of each Serviced Loan Combination,
except for the Mortgage Notes referred to in clause (a)(i) of this definition
and any modifications thereof referred to in clause (a)(vi) of this definition,
relate to the entire such Loan Combination):
(i) (A) in the case of any Serviced Trust Mortgage Loan, the
original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any
and all intervening endorsements thereon, endorsed on its face
or by allonge attached thereto (without recourse,
representation or warranty, express or implied) to the order
of "Xxxxx Fargo Bank, National Association, as trustee for the
registered holders of Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series
2007-C6", or in blank (or a lost note affidavit and indemnity
with a copy of such Mortgage Note attached thereto) and (B) in
the case of any Serviced Non-Trust Mortgage Loan, a copy of
the executed Mortgage Note;
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(ii) an original or a copy of the Mortgage, together with any and
all intervening assignments thereof, in each case (unless not
yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable
recording office;
(iii) an original or a copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together
with any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office)
with evidence of recording indicated thereon or certified by
the applicable recording office;
(iv) an original executed assignment, in recordable form (except
for any missing recording information and, if delivered in
blank, the name of the assignee), of (A) the Mortgage, (B) any
related Assignment of Leases (if such item is a document
separate from the Mortgage) and (C) any other recorded
document relating to the Trust Mortgage Loan otherwise
included in the Mortgage File, in favor of "Xxxxx Fargo Bank,
National Association, as trustee for the registered holders of
Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6" (and, in
the case of a Serviced Loan Combination, also on behalf of the
related Serviced Non-Trust Mortgage Loan Noteholder(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating to
the Trust Mortgage Loan (to the extent not already assigned
pursuant to clause (iv) above), in favor of "Xxxxx Fargo Bank,
National Association, as trustee for the registered holders of
Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6" (and, in
the case of a Serviced Loan Combination, also on behalf of the
related Serviced Non-Trust Mortgage Loan Noteholder(s)), or in
blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances
where the terms or provisions of the Mortgage or Mortgage Note
have been consolidated or modified or the subject Serviced
Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been
issued or located, an original or copy of an irrevocable,
binding commitment (which may be a pro forma policy or
specimen version of, or a marked commitment for, the policy
that has been executed by an authorized representative of the
title company or an agreement to provide the same pursuant to
binding escrow instructions executed by an authorized
representative of the title company) to issue such title
insurance policy;
(viii)any filed copies (bearing evidence of filing) or other
evidence of filing reasonably satisfactory to the Depositor of
any prior UCC Financing Statements in favor of the originator
of the subject Serviced Mortgage Loan or in favor of any
assignee prior to the Trustee (but only to the extent the
related Mortgage Loan Seller had possession of such UCC
Financing Statements when it was to deliver the subject
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Mortgage File on or prior to the Closing Date), unless not yet
returned by the applicable filing office; and, if there is an
effective UCC Financing Statement in favor of the Mortgage
Loan Seller on record with the applicable public office for
UCC Financing Statements, an original UCC Financing Statement
assignment, in form suitable for filing in favor of Xxxxx
Fargo Bank, National Association, as trustee for the
registered holders of Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series
2007-C6 (and, in the case of a Serviced Loan Combination, also
on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as assignee, or in blank;
(ix) an original or a copy of any (A) Ground Lease and ground
lessor estoppel, (B) loan guaranty or indemnity, (C) lender's
environmental insurance policy or indemnity agreement, or (D)
lease enhancement policy;
(x) any intercreditor, co-lender or similar agreement relating to
(A) permitted debt of the Mortgagor and/or (B) mezzanine debt
relating to the Mortgagor; and
(xi) copies of any loan agreement, escrow agreement, security
agreement or letter of credit relating to a Trust Mortgage
Loan (with the original of any letter of credit relating to a
Trust Mortgage Loan to be delivered to the applicable Master
Servicer); and
(b) with respect to an Outside Serviced Trust Mortgage Loan, the
following documents collectively:
(i) the original executed Mortgage Note for such Trust Mortgage
Loan, endorsed (without recourse, representation or warranty,
express or implied) to the order of "Xxxxx Fargo Bank,
National Association, as trustee for the registered holders of
Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6" or in
blank, and further showing a complete, unbroken chain of
endorsement from the originator (if such originator is other
than the related Mortgage Loan Seller) (or, alternatively, if
the original executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage Note);
(ii) a copy of the executed related Co-Lender Agreement; and
(iii) a copy of the executed related Outside Servicing Agreement;
provided that, whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clauses
(a)(vi), (a)(ix)(B), (a)(ix)(C), (a)(ix)(D), (a)(x) and (a)(xi) of this
definition, shall be deemed to include only such documents to the extent the
Trustee or Custodian has actual knowledge of their existence; provided further
that, with respect to any cross-collateralized and cross-defaulted Trust
Mortgage Loans, the existence in the Mortgage File for any Crossed Loan in such
Crossed Group of any document required to be included therein shall be
sufficient to satisfy the requirements of this Agreement for delivery of
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such document as a part of the Mortgage File for the other Crossed Loan(s) in
such Crossed Group, to the extent that such document is also required to be part
of the Mortgage File for such other Crossed Loan(s) in such Crossed Group.
"Mortgage Loan": Any Trust Mortgage Loan or Non-Trust Mortgage Loan.
"Mortgage Loan Purchase Agreement": Each of the Citigroup Mortgage
Loan Purchase Agreement, the LaSalle Mortgage Loan Purchase Agreement, the PNC
Mortgage Loan Purchase Agreement and the Capmark Mortgage Loan Purchase
Agreement.
"Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund
attached hereto as Schedule I and in a computer readable format. Such list shall
set forth the following information with respect to each Trust Mortgage Loan:
(i) the loan number;
(ii) the street address (including city, county, state and zip
code) and name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Periodic Payment due on the first Due Date
following the Closing Date;
(v) the Mortgage Rate as of the Cut-off Date;
(vi) the (A) original term to stated maturity, (B) remaining term
to stated maturity and (C) the Stated Maturity Date;
(vii) the original and remaining amortization term;
(viii) whether the Trust Mortgage Loan is secured by a Ground
Lease;
(ix) the Master Servicing Fee Rate;
(x) whether such Trust Mortgage Loan is an ARD Trust Mortgage
Loan and, if so, the Anticipated Repayment Date and
Additional Interest Rate for such ARD Trust Mortgage Loan;
(xi) the related Mortgage Loan Seller;
(xii) whether such Trust Mortgage Loan is insured by an
environmental policy;
(xiii) whether such Trust Mortgage Loan is cross-defaulted or
cross-collateralized with any other Trust Mortgage Loan;
(xiv) whether such Trust Mortgage Loan is a Defeasance Loan;
(xv) whether the Trust Mortgage Loan is secured by a letter of
credit;
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(xvi) whether such Trust Mortgage Loan is an Interest Reserve
Trust Mortgage Loan;
(xvii) whether payments on such Trust Mortgage Loan are made to a
lock-box;
(xviii) the amount of any Reserve Funds escrowed in respect of each
Trust Mortgage Loan;
(xix) the number of grace days after the Due Date until Periodic
Payments incur late payment charges;
(xx) the number of units or leasable square feet at the Mortgaged
Property; and
(xxi) whether the Trust Mortgage Loan is in Loan Group No. 1 or
Loan Group No. 2.
"Mortgage Loan Seller": Citigroup, LaSalle, PNC or Capmark, as
applicable.
"Mortgage Note": The original executed note or notes (collectively)
evidencing the indebtedness of a Mortgagor under a Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan, together with any rider, addendum or amendment
thereto, or any renewal, substitution or replacement of such note.
"Mortgage Pool": Collectively, all of the Trust Mortgage Loans and
any REO Trust Mortgage Loans. None of the Non-Trust Mortgage Loans and/or REO
Serviced Non-Trust Mortgage Loans shall constitute part of the Mortgage Pool.
"Mortgage Rate": With respect to (i) any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan on or prior to its Stated Maturity Date, the
fixed annualized rate, not including any Additional Interest Rate, at which
interest is scheduled (in the absence of a default) to accrue on such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law; (ii) any Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan after its Stated Maturity
Date, the annualized rate described in clause (i) above determined without
regard to the passage of such Stated Maturity Date, but giving effect to any
modification thereof as contemplated by Section 3.20 (or, in the case of an
Outside Serviced Trust Mortgage Loan, pursuant to the related Outside Servicing
Agreement); and (iii) any REO Mortgage Loan, the annualized rate described in
clause (i) or (ii), as applicable, above determined as if the predecessor Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, as applicable, had remained
outstanding.
"Mortgage Trust" shall mean the primary common law trust created
hereunder, the assets of which consist of the assets included in the REMIC Pools
and any Grantor Trust Y.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note
and/or, in the case of an indemnity deed of trust, the entity which granted the
lien on such Mortgaged Property.
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"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with Principal Prepayments
Received by the Trust on the Trust Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicers in
the Collection Accounts for such Distribution Date pursuant to Section 3.19(a)
in connection with such Prepayment Interest Shortfalls on the Trust Mortgage
Loans.
"Net Cash Flow" or "NCF": As defined in and determined in accordance
with the provisions of Exhibit E attached hereto.
"Net Floating Rate I Swap Payment": The Class A-4FL Net Floating
Rate I Swap Payment, the Class A-MFL Net Floating Rate I Swap Payment or the
Class A-JFL Net Floating Rate I Swap Payment, as the context may require.
"Net Floating Rate II Swap Payment": The Class A-4FL Net Floating
Rate II Swap Payment, the Class A-MFL Net Floating Rate II Swap Payment or the
Class A-JFL Net Floating Rate II Swap Payment, as the context may require.
"Net Investment Earnings": With respect to (i) any Collection
Account, any Servicing Account, any Reserve Account, any REO Account and any SLC
Custodial Account for any Collection Period and (ii) the Distribution Account,
the Interest Reserve Account, the Additional Interest Account, the Floating Rate
Account or the Gain-on-Sale Reserve Account (if any) for any Distribution Date,
the amount, if any, by which the aggregate of all interest and other income
realized during the subject Collection Period, with respect to any of the
accounts described in clause (i) above, or during the one-month period ending on
the subject Distribution Date and beginning immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, beginning
on the Closing Date), with respect to any of the accounts described in clause
(ii) above, on funds held in such accounts, exceeds the aggregate of all losses,
if any, incurred during the subject Collection Period with respect to any of the
accounts described in clause (i) above, or during the one-month period ending on
the subject Distribution Date and beginning immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, beginning
on the Closing Date), with respect to any of the accounts described in clause
(ii) above, in connection with the investment of such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to (i) any Collection Account,
any Servicing Account, any Reserve Account, any REO Account and any SLC
Custodial Account for any Collection Period and (ii) the Distribution Account,
the Interest Reserve Account, the Additional Interest Account, the Floating Rate
Account or the Gain-on-Sale Reserve Account (if any) for any Distribution Date,
the amount by which the aggregate of all losses, if any, incurred during the
subject Collection Period, with respect to any of the accounts described in
clause (i) above, or during the one-month period ending on the subject
Distribution Date and beginning immediately following the preceding Distribution
Date (or, in the case of the initial Distribution Date, beginning on the Closing
Date) with respect to any of the accounts described in clause (ii) above, in
connection with the investment of funds held in such account in accordance with
Section 3.06, exceeds the aggregate of all interest and other income realized
during the subject Collection Period, with respect to any of the accounts
described in clause (i) above, or during the one-month period ending on the
subject Distribution Date and beginning immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, beginning
on the Closing
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Date) with respect to any of the accounts described in clause (ii) above, in
connection with the investment of such funds in accordance with Section 3.06.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) that accrues (or is deemed to accrue)
interest on a 30/360 Basis, for any Distribution Date, an annual rate equal to
the Net Mortgage Rate for the subject Trust Mortgage Loan in effect as of the
Closing Date (without regard to any modification, waiver or amendment of the
terms of the subject Trust Mortgage Loan subsequent to the Closing Date); and
(B) with respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) that accrues (or is deemed to accrue)
interest on an Actual/360 Basis, for any Distribution Date, an annual rate equal
to the product of (1) 12, times (2) a fraction, expressed as a percentage, the
numerator of which fraction is, subject to adjustment as described below in this
definition, an amount of interest equal to the product of (a) the number of days
in the calendar month preceding the month in which such Distribution Date
occurs, multiplied by (b) the Stated Principal Balance of such Trust Mortgage
Loan (or such successor REO Trust Mortgage Loan) immediately preceding such
Distribution Date, multiplied by (c) 1/360, multiplied by (d) the Net Mortgage
Rate for such Trust Mortgage Loan in effect as of the Closing Date (without
regard to any modification, waiver or amendment of the terms of such Trust
Mortgage Loan subsequent to the Closing Date), and the denominator of which
fraction is the Stated Principal Balance of such Trust Mortgage Loan (or such
successor REO Trust Mortgage Loan) immediately preceding such Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of any year
subsequent to 2007, then the amount of interest constituting the numerator of
the fraction described in clause (B)(2) above will be decreased to reflect any
Interest Reserve Amount with respect to the subject Trust Mortgage Loan (or REO
Trust Mortgage Loan) or applicable portion thereof transferred from the
Distribution Account to the Interest Reserve Account in such calendar month.
Furthermore, if the subject Distribution Date occurs during March of any year
subsequent to 2007, then the amount of interest constituting the numerator of
the fraction described in clause (B)(2) above will be increased to reflect any
Interest Reserve Amount(s) with respect to the subject Trust Mortgage Loan (or
REO Trust Mortgage Loan) or applicable portion thereof transferred from the
Interest Reserve Account to the Distribution Account for distribution on such
Distribution Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or any
REO Trust Mortgage Loan, as of any date of determination, a rate per annum equal
to the related Mortgage Rate minus the sum of (i) the applicable Master
Servicing Fee Rate, (ii) the Trust Administration Fee Rate and (iii) in the case
of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, the applicable Outside Servicing Fee Rate (adjusted
to an Actual/360 Basis equivalent rate if the Outside Servicing Fee is
calculated on a 30/360 Basis); and, with respect to any Serviced Non-Trust
Mortgage Loan or REO Serviced Non-Trust Mortgage Loan, as of any date of
determination, a per annum rate equal to the related Mortgage Rate minus any
applicable Master Servicing Fee Rate.
"NMWHFIT": A"Non-Mortgage Widely Held Fixed Investment Trust" as
that term is defined in Treasury Regulations section 1.671-5(b)(12) or successor
provisions.
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"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Trust Mortgage Loan or REO Trust Mortgage
Loan by the applicable Master Servicer, the Trustee or any Fiscal Agent, as the
case may be, that, as determined (in accordance with Section 4.03(c)) by the
applicable Master Servicer, the Special Servicer, the Trustee or such Fiscal
Agent, as applicable, in accordance with the Servicing Standard, in the case of
the Master Servicers and the Special Servicer, the standard of care set forth in
Section 8.01(a), in the case of the Trustee, or in such Fiscal Agent's
reasonable good faith judgment, in the case of such Fiscal Agent, will not be
ultimately recoverable (together with any accrued and unpaid interest thereon at
the Reimbursement Rate) from Late Collections, Insurance Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such Trust Mortgage Loan or
REO Trust Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Serviced Mortgage Loan or REO
Property by the applicable Master Servicer, the Special Servicer, the Trustee or
such Fiscal Agent, as the case may be, that, as determined (in accordance with
Section 3.03(e)) by the applicable Master Servicer, the Special Servicer, the
Trustee or such Fiscal Agent, as applicable, in accordance with the Servicing
Standard, in the case of the Master Servicers and the Special Servicer, the
standard of care set forth in Section 8.01(a), in the case of the Trustee, or in
such Fiscal Agent's reasonable good faith judgment, in the case of such Fiscal
Agent, will not be ultimately recoverable (together with any accrued and unpaid
interest thereon at the Reimbursement Rate) from late collections, Insurance
Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such
Serviced Mortgage Loan or REO Property.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class A-4FL, 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 S, Class Q,
Class Y or Class R Certificate.
"Non-Trust Mortgage Loan": Any mortgage loan that is part of a Loan
Combination but is not included in the Trust Fund. The Non-Trust Mortgage Loans
consist of the B-Note Non-Trust Mortgage Loans, the Pari Passu Non-Trust
Mortgage Loans and the Ala Moana Portfolio Non-Trust Mortgage Loans.
"Non-Trust Mortgage Loan Noteholder": Each holder of (i) the
promissory note for a Non-Trust Mortgage Loan and (ii) the corresponding rights
under the related Co-Lender Agreement.
"Non-Trust Mortgage Loan Securities": Any securities evidencing an
interest in or secured by a Serviced Non-Trust Mortgage Loan or a pool of
mortgage loans that includes a Serviced Non-Trust Mortgage Loan.
"Non-United States Securities Person": Any Person other than a
United States Securities Person.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
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"Officer's Certificate": A certificate signed by a Servicing Officer
of a Master Servicer or the Special Servicer, as the case may be, or by a
Responsible Officer of the Trustee or the Certificate Administrator.
"Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, a Master Servicer or the Special
Servicer) acceptable to and delivered to the Trustee, the Certificate
Administrator or the applicable Master Servicer, as the case may be, except that
any opinion of counsel relating to (a) the qualification of any REMIC Pool as a
REMIC, (b) the qualification of any Transaction-Specific Grantor Trust as a
Grantor Trust, (c) compliance with the REMIC Provisions or the Grantor Trust
Provisions or (d) the resignation of a Master Servicer or the Special Servicer
pursuant to Section 6.04 must be an opinion of counsel who is in fact
Independent of the Master Servicers, the Special Servicer and the Depositor.
"Option Price": As defined in Section 3.18(c).
"Original Class Notional Amount": With respect to the Class X
Certificates, the Original Class X Notional Amount.
"Original Class Principal Balance": With respect to any Class of
Principal Balance Certificates (other than the Floating Rate Certificates) or
any Group FL REMIC II Regular Interest, the initial Class Principal Balance
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement; with respect to the Class A-4FL Certificates, the initial Class
Principal Balance thereof as of the Closing Date equal to the Original Class
Principal Balance of the Class A-4FL REMIC II Regular Interest; with respect to
the Class A-MFL Certificates, the initial Class Principal Balance thereof as of
the Closing Date equal to the Original Class Principal Balance of the Class
A-MFL REMIC II Regular Interest; and, with respect to the Class A-JFL
Certificates, the initial Class Principal Balance thereof as of the Closing Date
equal to the Original Class Principal Balance of the Class A-JFL REMIC II
Regular Interest.
"Original Class X Notional Amount": $4,756,049,403.
"Other Rating Agency": Any nationally recognized statistical rating
organization that has issued a rating to any Specially Designated Non-Trust
Mortgage Loan Securities.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Outside Administered REO Property": Any REO Property relating to an
Outside Serviced Loan Combination.
"Outside Master Servicer": A master servicer under an Outside
Servicing Agreement responsible for the servicing of the related Outside
Serviced Loan Combination.
"Outside Serviced Loan Combination": The Ala Moana Portfolio Loan
Combination or the AmeriCold Portfolio Loan Combination, as applicable.
"Outside Serviced Trust Mortgage Loans": The Ala Moana Portfolio
Trust Mortgage Loan or the AmeriCold Portfolio Trust Mortgage Loan, as
applicable.
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"Outside Servicer": An Outside Master Servicer or an Outside Special
Servicer, as applicable.
"Outside Servicer Default": An "Event of Default" on the part of an
Outside Servicer under the related Outside Servicing Agreement.
"Outside Servicing Agreement": The Ala Moana Portfolio Outside
Servicing Agreement or the AmeriCold Portfolio Outside Servicing Agreement, as
applicable.
"Outside Servicing Fee": With respect to each Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, the
monthly fee, comparable to the Master Servicing Fee hereunder and calculated at
the related Outside Servicing Fee Rate, that is payable to the related Outside
Master Servicer (or, if applicable, to the related Outside Master Servicer and a
primary servicer in the aggregate).
"Outside Servicing Fee Rate": 0.01% per annum in the case of each
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto.
"Outside Special Servicer": A special servicer under an Outside
Servicing Agreement responsible for the special servicing of the related Outside
Serviced Loan Combination.
"Outside Trustee": A trustee under an Outside Servicing Agreement.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Trust Mortgage Loan or REO Trust Mortgage
Loan, any advance made by a Master Servicer, the Trustee or any Fiscal Agent
pursuant to Section 4.03.
"P&I Advance Date": The Business Day immediately preceding each
Distribution Date.
"Pari Passu Loan Combination": As defined in the Preliminary
Statement.
"Pari Passu Non-Trust Mortgage Loan": As defined in the Preliminary
Statement.
"Pass-Through Rate": With respect to:
(i) the Class A-1 Certificates, for any Distribution Date, the
lesser of (A) 5.6220% per annum and (B) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date;
(ii) each Class of the Class A-2, Class X-0, Xxxxx X-0X, Class
A-SB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J and Class K
Certificates, for any Distribution Date, a per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate for such Distribution
Date;
(iii) the Class A-4FL Certificates, (A) for any Distribution Date
with respect to which a Class A-4FL Distribution Conversion does not
exist, the per annum rate, expressed as a
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percentage, equal to the applicable value of LIBOR specified in or
calculated in accordance with Section 1.03, plus 0.29% per annum, and (B)
for any Distribution Date with respect to which a Class A-4FL Distribution
Conversion does exist, the Pass-Through Rate for the Class A-4FL REMIC II
Regular Interest for that Distribution Date;
(iv) the Class A-4FL REMIC II Regular Interest, for any
Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date;
(v) the Class A-MFL Certificates, (A) for any Distribution Date
with respect to which a Class A-MFL Distribution Conversion does not
exist, the per annum rate, expressed as a percentage, equal to the
applicable value of LIBOR specified in or calculated in accordance with
Section 1.03, plus 0.35% 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;
(vi) the Class A-MFL REMIC II Regular Interest, for any
Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date;
(vii) the Class A-JFL Certificates, (A) for any Distribution Date
with respect to which a Class A-JFL Distribution Conversion does not
exist, the per annum rate, expressed as a percentage, equal to the
applicable value of LIBOR specified in or calculated in accordance with
Section 1.03, plus 0.42% 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-MFL REMIC II Regular Interest for that
Distribution Date;
(viii) the Class A-JFL REMIC II Regular Interest, for any
Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date;
(ix) each Class of the Class L, Class M, Class N, Class O, Class
P, Class Q and Class S Certificates, for any Distribution Date, a per
annum rate equal to the lesser of (A) 5.4090% and (B) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date; and
(x) the Class X Certificates, for any Distribution Date, a per
annum rate equal to the weighted average of the Class X Strip Rates for
the respective Class X Components for such Distribution Date (weighted on
the basis of the respective Component Notional Amounts of such Class X
Components outstanding immediately prior to such Distribution Date).
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Interest": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto), any amounts collected thereon, other than late payment
charges, Additional Interest, Prepayment Premiums or Yield Maintenance Charges,
that represent penalty interest (arising out of a default) in excess of interest
on the Stated Principal Balance of such Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan (or such successor REO Mortgage Loan) accrued at the
related Mortgage Rate. Penalty Interest with respect to
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an Outside Serviced Trust Mortgage Loan will be allocated to such Trust Mortgage
Loan as provided in the related Co-Lender Agreement and the related Outside
Servicing Agreement, and to the extent not inconsistent with the related
Co-Lender Agreement and the related Outside Servicing Agreement, as provided in
this Agreement.
"Percentage Interest": With respect to any Regular Certificate or
Floating Rate Certificate, the portion of the relevant Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the Original Class Principal Balance or
Original Class Notional Amount, as the case may be, of the relevant Class. With
respect to a Class R Certificate or Class Y Certificate, the percentage interest
in distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.
"Performing Serviced Trust Mortgage Loan": A Serviced Trust Mortgage
Loan that is not a Specially Serviced Trust Mortgage Loan.
"Periodic Payment": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan as of any Due Date, the scheduled payment of
principal and/or interest (exclusive of Additional Interest) on such Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, as the case may be, including
any Balloon Payment, that is actually payable by the related Mortgagor from time
to time under the terms of the related Mortgage Note (as such terms may be
changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20).
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of or managed by
the Certificate Administrator, if otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof (having original maturities of not more
than 365 days); provided such obligations are backed by the full faith and
credit of the United States. Such obligations must be limited to those
instruments that have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change or be liquidated prior to maturity;
and provided, further, that such obligations may not have a rating from
S&P with an "r" highlighter. If such interest is variable, interest must
be tied to a single interest rate index plus a single fixed spread (if
any), and move proportionately with that index;
(ii) repurchase obligations with respect to any security described
in clause (i) above (having original maturities of not more than 365
days); provided that the short-term deposit or debt obligations, of the
party agreeing to repurchase such obligations are rated in the highest
applicable rating categories of each of Fitch, Xxxxx'x and S&P or such
lower rating (not less than one of the four highest applicable rating
categories) as will not result in an Adverse Rating Event with respect to
the Certificates or any Specially Designated Non-Trust Mortgage Loan
Securities, as evidenced in writing by such rating agencies; and provided,
further, that such obligations may not have a rating from S&P with an "r"
highlighter. In addition, its terms must have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or
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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 applicable rating categories of each of Fitch, Xxxxx'x and S&P
or such lower rating (not less than one of the four highest applicable
rating categories) as will not result in an Adverse Rating Event with
respect to the Certificates or any Specially Designated Non-Trust Mortgage
Loan Securities, as evidenced in writing by such rating agencies; provided
that such obligations may not have a rating from S&P with an "r"
highlighter. In addition, its terms must have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change. Interest
may either be fixed or variable. If such interest is variable, interest
must be tied to a single interest rate index plus a single fixed spread
(if any), and move proportionately with that index;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof (or if not so incorporated, the commercial
paper is United States Dollar denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States
jurisdiction) which is rated in the highest applicable rating category of
each of Fitch, Xxxxx'x and S&P or such lower rating (not less than one of
the four highest applicable rating categories) as will not result in an
Adverse Rating Event with respect to the Certificates or any Specially
Designated Non-Trust Mortgage Loan Securities, as evidenced in writing by
such rating agencies; provided that such obligations may not have a rating
from S&P with an "r" highlighter. The commercial paper by its terms must
have a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change. In addition, its terms must have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or
change. Interest may either be fixed or variable. If such interest is
variable, interest must be tied to a single interest rate index plus a
single fixed spread (if any), and move proportionately with that index;
(v) units of money market funds that maintain a constant asset
value and which are rated in the highest applicable rating category by
each of Fitch and Xxxxx'x and rated "AAAm" or "AAAm-G" by S&P (or such
lower rating (not less than one of the four highest applicable rating
categories) as will not result in an Adverse Rating Event with respect to
the Certificates or any Specially Designated Non-Trust Mortgage Loan
Securities, as evidenced in writing by such rating agencies) and which
seeks to maintain a constant net asset value. In addition, its terms must
have a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change; and
(vi) any other obligation or security that constitutes a "cash flow
investment" within the meaning of Section 860G(a)(6) of the Code and is
acceptable to each of Fitch, Xxxxx'x and S&P, evidence of which
acceptability shall be provided in writing by each such rating agency to
the Master Servicers, the Special Servicer, the Certificate Administrator
and the Trustee; provided, however, in no event shall such other
obligation or security be rated less than "AA/F-1" by Fitch, "Aa3/P+" by
Xxxxx'x or "AA/A-1" by S&P;
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provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity; and
provided, further, that no rating confirmation need be obtained with respect to
any Specially Designated Non-Trust Mortgage Loan Securities in connection with
establishing whether any investment is a Permitted Investment unless such
investment involves funds related to a Specially Designated Non-Trust Mortgage
Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect
thereto) that backs such Specially Designated Non-Trust Mortgage Loan
Securities.
"Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Plan, a Non-United States Tax Person
or a United States Tax Person with respect to whom income on the Class R
Certificate is allocable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of such Person or any
other United States Tax Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Plurality Class R Certificateholder": As to any taxable year of any
REMIC Pool, the Holder of Certificates holding the largest Percentage Interest
of the Class R Certificates.
"PNC": PNC Bank, National Association or its successor in interest.
"PNC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of July 25, 2007, between the Depositor and PNC and
relating to the transfer of certain Trust Mortgage Loans by PNC to the
Depositor.
"PNC Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the PNC Mortgage Loan
Purchase Agreement and each Qualified Substitute Mortgage Loan delivered in
replacement thereof in accordance with this Agreement and the PNC Mortgage Loan
Purchase Agreement.
"Pool REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
substantially as follows: "[NAME OF SPECIAL SERVICER], as Special Servicer for
[NAME OF TRUSTEE], as Trustee, on behalf of and in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6."
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of the
Prospectus), except that it is assumed that each ARD Trust Mortgage Loan is
repaid on its Anticipated Repayment Date.
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"Prepayment Interest Excess": With respect to any Serviced Mortgage
Loan (other than a Late Payment Date Trust Mortgage Loan) that was subject to a
Principal Prepayment in full or in part during any Collection Period, which
Principal Prepayment was applied to such Serviced Mortgage Loan following such
Serviced Mortgage Loan's Due Date in such Collection Period, the amount of
interest (net of the related Master Servicing Fee and, if applicable, any
related Penalty Interest and Additional Interest) accrued on the amount of such
Principal Prepayment during the period from and after such Due Date and ending
on the date such Principal Prepayment was applied to such Serviced Mortgage
Loan, to the extent collected (exclusive of any related Prepayment Premium or
Yield Maintenance Charge actually collected).
"Prepayment Interest Shortfall": With respect to: (a) any Serviced
Mortgage Loan (other than a Late Payment Date Trust Mortgage Loan) that was
subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was applied to such Serviced Mortgage Loan
prior to such Serviced Mortgage Loan's Due Date in such Collection Period, the
amount of interest, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment
was applied to such Serviced Mortgage Loan and ending on the day immediately
preceding such Due Date, inclusive (exclusive, however, of (i) any related
Master Servicing Fees that would have been payable out of the uncollected
interest and (ii) any portion of the uncollected interest that would have
constituted Penalty Interest and/or Additional Interest); (b) any Late Payment
Date Trust Mortgage Loan that was subject to a Principal Prepayment in full or
in part during any Collection Period, the amount of interest, to the extent not
collected from the related Mortgagor (without regard to any Prepayment Premium
or Yield Maintenance Charge actually collected), that would have accrued on the
amount of such Principal Prepayment during the period commencing on the date as
of which such Principal Prepayment was applied to such Trust Mortgage Loan and
ending on the day immediately preceding the related Due Date in the next
Collection Period, inclusive (exclusive, however, of (i) any related Master
Servicing Fees that would have been payable out of the uncollected interest and
(ii) any portion of the uncollected interest that would have constituted Penalty
Interest and/or Additional Interest); and (c) any Outside Serviced Trust
Mortgage Loan, if it was subject to a Principal Prepayment in full or in part
made prior to its Due Date during any Underlying Collection Period, the amount
of interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected), that would have accrued at a rate per annum equal to the
related Mortgage Rate (reduced by the related Outside Servicing Fee Rate) on the
amount of such Principal Prepayment during the period from the date to which
interest was paid by the related Mortgagor to, but not including, such Due Date
(exclusive of any related Master Servicing Fees that would have been payable out
of such uncollected interest).
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.
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"Prime Rate": The "prime rate" published in the "Money Rates"
Section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate," then Master
Servicer No. 1 shall select an equivalent publication that publishes such "prime
rate"; and if such "prime rate" is no longer generally published or is limited,
regulated or administered by a governmental or quasi-governmental body, then
Master Servicer No. 1 shall select a comparable interest rate index. In either
case, such selection shall be made by Master Servicer No. 1 in its sole
discretion and Master Servicer No. 1 shall notify the Trustee, the Certificate
Administrator, Master Servicer No. 2, Master Servicer No. 3 and the Special
Servicer in writing of its selection.
"Principal Balance Certificate": Any Class A-1, Class A-2, Class
X-0, Xxxxx X-0X, Class A-SB, Class A-4, Class A-4FL, Class A-1A, Class A-M,
Class A-MFL, Class A-J, 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 and Class S Certificate.
"Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to:
(a) the aggregate of the principal portions of all Periodic
Payments (other than Balloon Payments) and any Assumed Periodic Payments
due or deemed due in respect of the Trust Mortgage Loans for their
respective Due Dates occurring during the related Collection Period (or,
in the case of a Late Payment Date Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, during the calendar month in
which such Distribution Date occurs), to the extent Received by the Trust
during the related Collection Period or advanced by a Master Servicer, the
Trustee or any Fiscal Agent, as applicable, for such Distribution Date;
plus
(b) the aggregate of all Principal Prepayments Received by the
Trust on the Trust Mortgage Loans during the related Collection Period;
plus
(c) with respect to any Trust Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the related
Collection Period, any payment of principal (other than a Principal
Prepayment) made by or on behalf of the related Mortgagor (and Received by
the Trust during the related Collection Period), including any Balloon
Payment, net of any portion of such payment that represents a recovery of
the principal portion of any Periodic Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Periodic Payment
deemed due, in respect of such Trust Mortgage Loan on a Due Date during or
prior to the related Collection Period and included as part of the
Principal Distribution Amount for such Distribution Date or any prior
Distribution Date pursuant to clause (a) above; plus
(d) the aggregate of the principal portion of all Liquidation
Proceeds, Insurance Proceeds and, to the extent not otherwise included in
clause (a), (b) or (c) above, payments that were Received by the Trust on
the Trust Mortgage Loans during the related Collection Period and that
were identified and applied by a Master Servicer and/or the Special
Servicer as recoveries of principal of such Trust Mortgage Loans, in each
case net of any portion of such amounts that represents a recovery of the
principal portion of any Periodic Payment (other than a Balloon Payment)
due, or of the principal portion of any Assumed Periodic Payment deemed
due, in respect of the related Trust Mortgage Loan on a Due Date during or
prior to the related Collection Period and included as part of the
Principal Distribution Amount for such Distribution Date or any prior
Distribution Date pursuant to clause (a) above; plus
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(e) with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Periodic Payments deemed due in respect
of the related REO Trust Mortgage Loans for their respective Due Dates
occurring during the related Collection Period to the extent Received by
the Trust (in the form of REO Revenues or otherwise) during the related
Collection Period or advanced with respect to such Distribution Date; plus
(f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
Received by the Trust during the related Collection Period on such REO
Properties and that were identified and applied by a Master Servicer
and/or the Special Servicer as recoveries of principal of the related REO
Trust Mortgage Loans, in each case net of any portion of such amounts that
represents a recovery of the principal portion of any Periodic Payment
(other than a Balloon Payment) due, or of the principal portion of any
Assumed Periodic Payment deemed due, in respect of the related REO Trust
Mortgage Loan or the predecessor Trust Mortgage Loan on a Due Date during
or prior to the related Collection Period and included as part of the
Principal Distribution Amount for such Distribution Date or any prior
Distribution Date pursuant to clause (a) or (e) above; plus
(g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution
Amount for the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Principal Balance Certificates
(exclusive of the Floating Rate Certificates) and the Group FL REMIC II
Regular Interests on such immediately preceding Distribution Date pursuant
to Section 4.01; plus
(h) any amounts that were used to reimburse Nonrecoverable
Advances (including interest on such Nonrecoverable Advances) from
principal collections on the Mortgage Pool pursuant to Section 3.05(a)
hereof which are subsequently Received by the Trust on the related Trust
Mortgage Loan or REO Trust Mortgage Loan during the related Collection
Period; less
(i) the amount of any reimbursements of Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) that are paid or
reimbursed from principal collections on the Mortgage Pool pursuant to
Section 3.05(a) hereof with respect to such Distribution Date where such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date pursuant to any of clauses
(a) through (f) above;
provided that, for the final Distribution Date, the Principal Distribution
Amount shall in no event be less than the aggregate Stated Principal Balance of
the Mortgage Pool immediately prior to such Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan that is
received in advance of its scheduled Due Date; provided that it shall not
include a payment of principal that is accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
"Privileged Person": Any Certificateholder, any Certificate Owner,
any party hereto, any Person identified to the Certificate Administrator, the
Trustee or a Master Servicer, as applicable, as a prospective transferee of a
Certificate or interest therein (or a licensed or registered investment adviser
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representing such Person), any Rating Agency, any Mortgage Loan Seller, any
Serviced Non-Trust Mortgage Loan Noteholder, any Underwriter or any designee of
the Depositor or any party hereto; provided that no Certificate Owner or
prospective transferee of a Certificate or interest therein (or a licensed or
registered investment adviser representing such Person) shall be considered a
"Privileged Person" or be entitled to a password or restricted access as
contemplated by Section 3.15 or Section 4.02 unless such Person has delivered to
the Certificate Administrator, the Trustee or the applicable Master Servicer, as
applicable, a certification in the form of Exhibit L-1 or Exhibit L-2, as
applicable, which certification shall be available on the Certificate
Administrator's Internet Website.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated July 9, 2007, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.
"Prospectus Supplement": The final prospectus supplement dated July
25, 2007 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Trust Mortgage Loan (or REO
Property), a cash price equal to the sum of (without duplication): (a) the
outstanding principal balance of such Trust Mortgage Loan (or the related REO
Trust Mortgage Loan) as of the date of purchase, (b) all accrued and unpaid
interest on such Trust Mortgage Loan (or the related REO Trust Mortgage Loan) at
the related Mortgage Rate (other than Additional Interest, Penalty Interest,
Prepayment Premiums and Yield Maintenance Charges) to but not including the Due
Date in the Collection Period of purchase (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), plus
any accrued and unpaid interest on P&I Advances made with respect to such Trust
Mortgage Loan (or the related REO Trust Mortgage Loan), (c) all related and
unreimbursed Servicing Advances plus any accrued and unpaid interest thereon,
(d) any reasonable costs and expenses, including, but not limited to, the cost
of any enforcement action (including reasonable legal fees incurred in respect
of such action), incurred by a Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Trust Fund in connection with any
purchase by a Mortgage Loan Seller (to the extent not included in clause (c)
above or clause (e) below) and (e) any other Additional Trust Fund Expenses in
respect of such Trust Mortgage Loan (including any Additional Trust Fund
Expenses previously reimbursed or paid by the Trust Fund but not so reimbursed
by the related Mortgagor or other party or from Insurance Proceeds or
condemnation proceeds or any other collections in respect of the Trust Mortgage
Loan or the related Mortgaged Property from a source other than the Trust Fund,
and including, if applicable, any Liquidation Fee payable to the Special
Servicer in respect of such Trust Mortgage Loan pursuant to Section 3.11(c));
provided that the Purchase Price shall not be reduced by any outstanding P&I
Advance.
"Qualified Bidder": As defined in Section 7.01.
"Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" as defined in Rule 144A under the Securities Act.
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"Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum insurance financial strength or claims paying
ability rating of at least "A3" by Xxxxx'x, "A-" by Fitch and "A-" by S&P (or
the obligations of which are guaranteed or backed in writing by a company having
such a financial strength or claims paying ability rating) (or if not rated by
one or more of such rating agencies, then at least "A-" (or the equivalent) by
S&P and at least one other nationally recognized insurance rating organization,
which may include A.M. Best Company), and (ii) with respect to the fidelity bond
and errors and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an insurance company that has a financial strength or claims
paying ability rated no lower than two rating categories (without regard to
pluses or minuses or numerical qualifications) below the rating assigned to the
then highest rated outstanding Certificate (or, with respect to (x) the required
Xxxxx'x rating, if not rated by Xxxxx'x, then at least "A-" (or the equivalent)
by two other nationally recognized statistical rating organizations (which may
include Fitch, S&P and A.M. Best Company) or (y) the required Fitch's rating, if
not rated by Fitch, then at least "A-" (or the equivalent) by two other
nationally recognized statistical rating organizations (which may include
Xxxxx'x, S&P and A.M. Best Company)) but in no event lower than "A-" by Fitch,
"A3" by Xxxxx'x and "A-" by S&P, or, in the case of clauses (i) and (ii), such
other rating as each applicable rating agency shall have confirmed in writing
will not cause such rating agency to downgrade, qualify or withdraw the
then-current rating assigned to any of the Certificates or any Specially
Designated Non-Trust Mortgage Loan Securities that are then currently being
rated by such rating agency; provided that no rating confirmation need be
obtained with respect to any Specially Designated Non-Trust Mortgage Loan
Securities in connection with establishing whether any insurer is a Qualified
Insurer unless such insurer is providing insurance coverage related to a
Specially Designated Non-Trust Mortgage Loan (or any successor REO Serviced
Non-Trust Mortgage Loan) that backs such Specially Designated Non-Trust Mortgage
Loan Securities.
"Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received, not in excess of
the Stated Principal Balance of the deleted Trust Mortgage Loan as of the Due
Date in the calendar month during which the substitution occurs; (ii) have a
Mortgage Rate not less than the Mortgage Rate of the deleted Trust Mortgage
Loan; (iii) have the same Due Date as the deleted Trust Mortgage Loan; (iv)
accrue interest on the same basis as the deleted Trust Mortgage Loan (for
example, on a 30/360 Basis); (v) have a remaining term to stated maturity not
greater than, and not more than two (2) years less than, the remaining term to
stated maturity of the deleted Trust Mortgage Loan; (vi) have a Loan-to-Value
Ratio not higher than the lower of the original Loan-to-Value Ratio of the
deleted Trust Mortgage Loan and the then-current Loan-to-Value Ratio of the
deleted Trust Mortgage Loan; (vii) comply, as of the date of substitution, with
all of the representations and warranties set forth in the applicable Mortgage
Loan Purchase Agreement; (viii) have an Environmental Assessment that indicates
no adverse environmental conditions with respect to the related Mortgaged
Property and which will be delivered as a part of the related Servicing File;
(ix) have a current Debt Service Coverage Ratio (calculated to include the
additional debt from any encumbrance) of not less than the higher of the
original Debt Service Coverage Ratio (calculated to include the additional debt
from any encumbrance) of the deleted Trust Mortgage Loan and the then current
Debt Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of the deleted Trust Mortgage Loan; (x) be determined by an Opinion
of Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two (2) years prior to the Rated Final
Distribution Date; (xii) not be
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substituted for a deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by the Rating Agency to any Class of Certificates then rated by the Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
Mortgage Loan Seller); (xiii) have a date of origination that is not more than
12 months prior to the date of substitution; (xiv) have been approved by the
Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, by the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class) and (xv) not
be substituted for a deleted Trust Mortgage Loan if it would result in the
termination of the REMIC status of any REMIC Pool or the imposition of tax on
any REMIC Pool other than a tax on income expressly permitted or contemplated to
be received by the terms of this Agreement, as determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense). In the event that
one or more mortgage loans are substituted for one or more deleted Trust
Mortgage Loans, then the amounts described in clause (i) shall be determined on
the basis of aggregate principal balances and the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above
shall be determined on a weighted average basis; provided that no Trust Mortgage
Loan shall have a Net Mortgage Rate that is less than the highest Pass-Through
Rate of any Class of Principal Balance Certificates bearing a fixed rate and
outstanding at the time of the substitution. When a Qualified Substitute
Mortgage Loan is substituted for a deleted Trust Mortgage Loan, the applicable
Mortgage Loan Seller shall certify that the Trust Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee.
"Rated Final Distribution Date": The Distribution Date in December
2049.
"Rating Agency": Each of Fitch, Xxxxx'x and S&P.
"Realized Loss": With respect to: (1) any defaulted Trust Mortgage
Loan or Serviced Non-Trust Mortgage Loan as to which a Final Recovery
Determination has been made, or with respect to any successor REO Mortgage Loan
as to which a Final Recovery Determination has been made as to the related REO
Property, an amount (not less than zero) equal to (a) the unpaid principal
balance of such Trust Mortgage Loan, Serviced Non-Trust Mortgage Loan or REO
Mortgage Loan, as the case may be, as of the commencement of the Collection
Period in which the Final Recovery Determination was made, plus (b) without
taking into account the amount described in subclause (1)(c) of this definition,
all accrued but unpaid interest on such Trust Mortgage Loan, Serviced Non-Trust
Mortgage Loan or REO Mortgage Loan, as the case may be, at the related Mortgage
Rate to but not including the Due Date in the Collection Period in which the
Final Recovery Determination was made (exclusive of any portion thereof that
constitutes Prepayment Premiums or Yield Maintenance Charges), minus (c) all
payments and proceeds, if any, actually received in respect of, and allocable as
interest on or principal of, such Trust Mortgage Loan, Serviced Non-Trust
Mortgage Loan or REO Mortgage Loan, as the case may be, during the Collection
Period in which such Final Recovery Determination was made; provided that, in
the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto as to which a Final Recovery Determination
was made by the applicable Outside Servicer, references to "Collection Period"
in this clause (1) shall be deemed to be references to "Underlying Collection
Period"; (2) any defaulted Trust Mortgage Loan or Serviced Non-Trust Mortgage
Loan as to which any portion of the principal or previously accrued interest
(other than Additional Interest and Penalty Interest) payable thereunder was
canceled in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment of such Trust Mortgage
Loan or Serviced Non-Trust Mortgage Loan, as the case may be,
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granted or agreed to by the Special Servicer pursuant to Section 3.20 (or, in
the case of an Outside Serviced Trust Mortgage Loan, by the applicable Outside
Servicer pursuant to the related Outside Servicing Agreement), the amount of
such principal and/or interest so canceled; (3) any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan as to which the Mortgage Rate thereon has been
permanently reduced and not recaptured for any period in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan, as the case may be, granted or agreed to by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the related
Outside Servicing Agreement), the amount of the consequent reduction in the
interest portion of each successive Periodic Payment due thereon (each such
Realized Loss shall be deemed to have been incurred on the Due Date for each
affected Periodic Payment); and (4) any Trust Mortgage Loan for which a Final
Recovery Determination has been made, to the extent not included in clause (1)
above, Nonrecoverable Advances (including interest on such Nonrecoverable
Advance) to the extent paid out of general collections on the Mortgage Pool.
"Received by the Trust": The receipt of any particular amount or
item: (a) in the case of an Outside Serviced Trust Mortgage Loan or any related
REO Property, subject to the last sentence of Section 3.02(b), by the Trustee
(or by Master Servicer No. 1 or the Certificate Administrator on behalf of the
Trustee), as holder of the Mortgage Note for such Outside Serviced Trust
Mortgage Loan, on behalf of the Trust; and (b) in the case of any other Trust
Mortgage Loan or REO Property, by the applicable Master Servicer or any of its
Sub-Servicers, the Special Servicer or any of its Sub-Servicers, the Certificate
Administrator or the Trustee, as the case may be, in any event on behalf of the
Trust.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registered Certificate": Any Class X, Class A-1, Class A-2, Class
X-0, Xxxxx X-0X, Class A-SB, Class A-4, Class A-1A, Class A-M, Class A-J, Class
B, Class C, Class D, Class E or Class F Certificate.
"Regular Certificate": Any Principal Balance Certificate (other than
a Floating Rate Certificate) or Class X Certificate.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": 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 collectively more global Certificates
of such Class registered in the name of the Depository or its nominee, in
definitive, fully registered form without interest coupons, each of which
Certificates bears a Regulation S CUSIP number.
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"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum is equal to
the Prime Rate.
"Relevant Servicing Criteria": With respect to any of the various
parties listed on Exhibit B hereto, subject to any interpretive guidance
provided by the Commission, the Servicing Criteria applicable to the subject
party, as set forth on Exhibit B hereto. For clarification purposes, multiple
parties can have responsibility for the same Relevant Servicing Criteria. With
respect to a Sub-Servicing Function Participant engaged by the Trustee, the
Certificate Administrator, a Master Servicer or the Special Servicer, the term
"Relevant Servicing Criteria" may refer to a portion of the Relevant Servicing
Criteria applicable to the Certificate Administrator, such Master Servicer, the
Special Servicer or the Trustee.
"Remaining Available Distribution Amount": With respect to any Class
of Class B Through S Certificates for any Distribution Date, an amount equal to
the Available Distribution Amount for such Distribution Date, reduced by all
distributions to be made on such Distribution Date: (i) pursuant to Section
4.01(a) with respect to the Class X, Class A-1, Class A-2, Class X-0, Xxxxx
X-0X, Class A-SB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates
and the Group FL REMIC II Regular Interests; and (ii) pursuant to Section
4.01(b) with respect to any and all other Classes of the Class B Through S
Certificates that evidence a right to payment in accordance with such Section
4.01(b) that is prior to the right to payment evidenced by the subject Class of
Class B Through S Certificates. The priority of payments on the various Classes
of the Class B Through S Certificates under Section 4.01(b) shall be consistent
with the alphabetic order of the respective Class designations of such Classes
of Certificates, with the Class B Certificates entitling the Holders thereof to
the highest payment priority under Section 4.01(b) as among the respective
Classes of the Class B Through S Certificates and the Class S Certificates
entitling the Holders thereof to the lowest payment priority under Section
4.01(b) as among the respective Classes of the Class B Through S Certificates.
"Remaining Principal Distribution Amount": With respect to any Class
of Class B Through S Certificates for any Distribution Date, an amount equal to
the Principal Distribution Amount for such Distribution Date, reduced by all
distributions of principal to be made on such Distribution Date: (i) pursuant to
Section 4.01(a) with respect to the Class X-0, Xxxxx X-0, Class X-0, Xxxxx X-0X,
Class A-SB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates and the
Group FL REMIC II Regular Interests; and (ii) pursuant to Section 4.01(b) with
respect to any and all other Classes of the Class B Through S Certificates that
evidence a right to payment in accordance with such Section 4.01(b) that is
prior to the right to payment evidenced by the subject Class of Class B Through
S Certificates. The priority of payments on the various Classes of the Class B
Through S Certificates under Section 4.01(b) shall be consistent with the
alphabetic order of the respective Class designations of such Classes of
Certificates, with the Class B Certificates entitling the Holders thereof to the
highest payment priority under Section 4.01(b) as among the respective Classes
of the Class B Through S Certificates and the Class S Certificates entitling the
Holders thereof to the lowest payment priority under Section 4.01(b) as among
the respective Classes of the Class B Through S Certificates.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.
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"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) the Loan REMIC Regular Interests; (ii) all of the Trust Mortgage Loans
(exclusive of any related Capmark Retained Rights) as from time to time are
subject to this Agreement and all payments under and proceeds of such Trust
Mortgage Loans (other than the Early Defeasance Trust Mortgage Loans) received
after the Closing Date (excluding all amounts due with respect to such Trust
Mortgage Loans on or before the Cut-off Date and further excluding all
collections of Additional Interest and Excess Servicing Strips, if any, on such
Trust Mortgage Loans), together with all documents included in the related
Mortgage Files and any related Escrow Payments and Reserve Funds; (iii) except
to the extent they are part of the Loan REMIC, all amounts (other than
collections of Additional Interest and Excess Servicing Strips) held from time
to time in the Interest Reserve Account, the Collection Account, the
Distribution Account, the Gain-on-Sale Reserve Account, any Pool REO Account
and, except to the extent they are allocable to a Non-Trust Mortgage Loan or REO
Serviced Non-Trust Mortgage Loan, any SLC Custodial Account; (iv) any REO
Property acquired in respect of a Trust Mortgage Loan (other than an Early
Defeasance Trust Mortgage Loan), in each case exclusive of the interest therein
of any related Non-Trust Mortgage Loan Noteholder(s); (v) except to the extent
they are part of the Loan REMIC, the rights of the "purchaser" under Sections 1,
2 and 3 (and, to the extent related to the foregoing, Sections 8 through 17 and
19) of each of the Mortgage Loan Purchase Agreements; (vi) the rights of the
mortgagee under all Insurance Policies with respect to the Trust Mortgage Loans
(other than the Early Defeasance Trust Mortgage Loans), in each case exclusive
of the interest therein of any related Non-Trust Mortgage Loan Noteholder(s);
and (vii) except to the extent that they are part of a Loan REMIC, the rights of
the related Mortgage Loan Seller under each of the Co-Lender Agreements and the
Outside Servicing Agreements; provided that REMIC I shall not include any
Serviced Non-Trust Mortgage Loan or any successor REO Serviced Non-Trust
Mortgage Loan with respect thereto or any payments or other collections of
principal, interest, Prepayment Premiums, Yield Maintenance Charges or other
amounts collected on a Serviced Non-Trust Mortgage Loan or any successor REO
Serviced Non-Trust Mortgage Loan with respect thereto.
"REMIC I Deferred Interest": The amount by which interest
distributable to REMIC II with respect to any REMIC I Regular Interest is
reduced by the amount of Mortgage Deferred Interest allocable to such REMIC I
Regular Interest on any Distribution Date.
"REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular Interest shall equal
the amount specified as such in the Preliminary Statement hereto. On each
Distribution Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall be: (i) permanently reduced by all distributions of principal
deemed to have been made in respect of such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(l); (ii) further permanently reduced
on such Distribution Date by all Realized Losses and Additional Trust Fund
Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(b); and (iii) increased by any REMIC I Deferred
Interest with respect thereto for such Distribution Date.
"REMIC I Regular Interest": Any of the multiple uncertificated
"regular interests" (within the meaning of Section 860G(a)(1) of the Code) in
REMIC I issued hereunder, as described (and bearing the designations specified)
in the Preliminary Statement hereto.
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"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest, for any Distribution Date, an annual rate equal to the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date.
"REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts deemed distributed thereon from time
to time, conveyed in trust to the Trustee for the benefit of REMIC II, as holder
of the REMIC I Regular Interests, and the Holders of the Class R Certificates,
insofar as the Class R Certificates evidence the sole class of residual
interests in REMIC II, with respect to which segregated pool of assets a
separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class X-0, Xxxxx
X-0X, Class A-SB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class X, 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 Certificate or, insofar
as it represents a portion of the sole class of residual interests in REMIC II,
any Class R Certificate.
"REMIC II Regular Interests": The Regular Certificates, the Class
A-4FL REMIC II Regular Interest, the Class A-MFL REMIC II Regular Interest, the
Class A-JFL REMIC II Regular Interest and the Class X Components.
"REMIC Pool": Each of REMIC I, REMIC II and any Loan REMICs.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The Pool REO Account or any SLC REO Account, as
applicable.
"REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 (or, in the case of any REO Property relating to an Outside
Serviced Trust Mortgage Loan, pursuant to the related Outside Servicing
Agreement).
"REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18(h) (or, in the case of any REO Property relating to an
Outside Serviced Trust Mortgage Loan, pursuant to the related Outside Servicing
Agreement).
"REO Extension": As defined in Section 3.16(a).
"REO Mortgage Loan": An REO Trust Mortgage Loan or an REO Serviced
Non-Trust Mortgage Loan, as applicable.
"REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (or, in the case
of an SLC REO Property, the
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Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholders(s)) 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 Serviced Mortgage Loan (or a Loan Combination); provided
that the Mortgaged Property securing an Outside Serviced Loan Combination (if
acquired under an Outside Servicing Agreement) shall constitute an REO Property
if such Mortgaged Property is so acquired for the benefit of the related
Non-Trust Mortgage Loan Noteholder(s) and the Trust, 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 a default or
imminent default of such Outside Serviced Loan Combination.
"REO Revenues": All income, rents, profits and proceeds derived from
the ownership, operation or leasing of any REO Property.
"REO Serviced Non-Trust Mortgage Loan": The loan deemed for purposes
hereof to succeed a Serviced Non-Trust Mortgage Loan and to be outstanding with
respect to any SLC REO Property. The REO Serviced Non-Trust Mortgage Loan shall
be deemed to be outstanding for so long as the related SLC REO Property or any
interest therein remains part of the Trust Fund and, further, be deemed to have
the same terms and conditions as the predecessor Serviced Non-Trust Mortgage
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). The REO Serviced Non-Trust Mortgage Loan shall be deemed to
have an initial unpaid principal balance and Stated Principal Balance equal to
the unpaid principal balance and Stated Principal Balance, respectively, of its
predecessor loan as of the date of the related REO Acquisition. All amounts due
and owing, or deemed to be due and owing, in respect of a Serviced Non-Trust
Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to
continue to be due and owing in respect of a successor REO Serviced Non-Trust
Mortgage Loan. The applicable Master Servicer shall allocate proceeds, revenues
and other collections received on or with respect to the related SLC REO
Property to amounts due and owing, or deemed to be due and owing, under the
subject REO Serviced Non-Trust Mortgage Loan in accordance with the related
Co-Lender Agreement. Notwithstanding the foregoing, all amounts payable or
reimbursable to a Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Fiscal Agent in respect of a B-Note Non-Trust
Mortgage Loan as of the date of the related REO Acquisition, including, without
limitation, any unpaid servicing compensation and any unreimbursed Servicing
Advances, together with any interest accrued and payable to a Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or any Fiscal
Agent in respect of such Servicing Advances in accordance with Sections 3.03(d)
and 4.03(d), shall continue to be payable or reimbursable to such Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
such Fiscal Agent, as the case may be, in respect of the REO Serviced Non-Trust
Mortgage Loan pursuant to Section 3.05(e) or, to the extent provided thereby,
Section 3.05(a), as the case may be.
"REO Tax": As defined in Section 3.17(a)(i).
"REO Trust Mortgage Loan": The Trust Mortgage Loan deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Trust Mortgage Loan shall be deemed to be outstanding for so long as the related
REO Property remains part of the Trust Fund and deemed to provide for Periodic
Payments of principal and/or interest equal to its Assumed Periodic Payment and
otherwise to have the same terms and conditions as its predecessor Trust
Mortgage Loan (such terms and conditions to be applied without regard to the
default on such predecessor Trust Mortgage Loan and
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the acquisition of the related REO Property as part of the Trust Fund). Each REO
Trust Mortgage Loan shall be deemed to have an initial unpaid principal balance
and Stated Principal Balance equal to the unpaid principal balance and Stated
Principal Balance, respectively, of its predecessor Trust Mortgage Loan as of
the date of the related REO Acquisition. All Periodic Payments (other than a
Balloon Payment), Assumed Periodic Payments (in the case of a Balloon Trust
Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts
due and owing, or deemed to be due and owing, in respect of the predecessor
Trust Mortgage Loan as of the date of the related REO Acquisition, shall be
deemed to continue to be due and owing in respect of an REO Trust Mortgage Loan.
In addition, Nonrecoverable Advances (including interest on such Nonrecoverable
Advances) with respect to such REO Trust Mortgage Loan that were paid from
collections on the Trust Mortgage Loans and resulted in principal distributed to
the Certificateholders being reduced pursuant to Section 3.05(a) hereof, shall
be deemed outstanding until recovered or until a Final Recovery Determination is
made. Collections in respect of each REO Trust Mortgage Loan (after provision
for amounts to be applied to the payment of, or to be reimbursed to the
applicable Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or any Fiscal Agent for the payment of, the costs of operating,
managing, selling, leasing and maintaining the related REO Property or for the
reimbursement of the applicable Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee or any Fiscal Agent for other related
Servicing Advances as provided in this Agreement) shall be treated: first, as a
recovery of Nonrecoverable Advances (including interest on such Nonrecoverable
Advance) with respect to such REO Trust Mortgage Loan, that were paid from
collections on the Trust Mortgage Loans and resulted in principal distributed to
the Certificateholders being reduced pursuant to Section 3.05(a) hereof; second,
as a recovery of accrued and unpaid interest on such REO Trust Mortgage Loan at
the related Mortgage Rate (net, in the case of any successor REO Trust Mortgage
Loan in respect of an Outside Serviced Trust Mortgage Loan, of the related
"Outside Servicing Fee Rate") to but not including the Due Date in the
Collection Period (or, in the case of an REO Trust Mortgage Loan in respect of
an Outside Serviced Trust Mortgage Loan, the Underlying Collection Period) of
receipt (exclusive of any portion thereof that constitutes Additional Interest);
third, as a recovery of principal of such REO Trust Mortgage Loan to the extent
of its entire unpaid principal balance; and fourth, in accordance with the
normal servicing practices of the applicable Master Servicer, as a recovery of
any other amounts due and owing to the Trust in respect of such REO Trust
Mortgage Loan, including, without limitation, (i) Yield Maintenance Charges,
Prepayment Premiums and Penalty Interest and (ii) Additional Interest and other
amounts, in that order; provided that, in the case of any REO Trust Mortgage
Loan that succeeds an LC Trust Mortgage Loan, the foregoing allocations shall be
subject to the related Co-Lender Agreement; and provided, further, that Reserve
Collateral (and proceeds thereof) shall not be applied in accordance with the
foregoing provisions of this definition unless and until such amounts are
transferred to the Collection Account, and deemed to constitute Liquidation
Proceeds in respect of the related REO Trust Mortgage Loan, in accordance with
Section 3.26(p). Notwithstanding the foregoing, all amounts payable or
reimbursable to a Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Fiscal Agent in respect of the predecessor
Trust Mortgage Loan as of the date of the related REO Acquisition, including,
without limitation, any unpaid servicing compensation and any unreimbursed
Servicing Advances and P&I Advances, together with any interest accrued and
payable to a Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Fiscal Agent in respect of such Servicing
Advances and P&I Advances in accordance with Sections 3.03(d) and 4.03(d), shall
continue to be payable or reimbursable to such Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or such Fiscal Agent, as
the case may be, in respect of an REO Trust Mortgage Loan pursuant to Section
3.05(a).
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"Request for Release": A request signed by a Servicing Officer, as
applicable, of the applicable Master Servicer in the form of Exhibit D-1
attached hereto or of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal Trust
Mortgage Loan, an Appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer.
"Required Appraisal Trust Mortgage Loan": Each Serviced Trust
Mortgage Loan (i) that is 60 days or more delinquent in respect of any Periodic
Payments (other than a Balloon Payment), (ii) that becomes an REO Trust Mortgage
Loan (in which case references to "Required Appraisal Trust Mortgage Loan" shall
also include such REO Trust Mortgage Loan), (iii) that has been modified by the
Special Servicer to reduce the amount of any Periodic Payment (other than a
Balloon Payment), (iv) with respect to which a receiver is appointed and
continues in such capacity in respect of the related Mortgaged Property, (v)
with respect to which the related Mortgagor declares bankruptcy or with respect
to which the related Mortgagor is subject to a bankruptcy proceeding or (vi)
with respect to which any Balloon Payment on such Serviced Trust Mortgage Loan
has not been paid by its scheduled maturity date unless the applicable Master
Servicer has, on or prior to the due date of such Balloon Payment, received
written evidence from an institutional lender of such lender's binding
commitment to refinance such Serviced Trust Mortgage Loan (acceptable to the
Special Servicer and the Controlling Class Representative) within 60 days after
the Due Date of such Balloon Payment (provided that if such refinancing does not
occur during such time specified in the commitment, the related Serviced Trust
Mortgage Loan will immediately become a Required Appraisal Trust Mortgage Loan);
provided, however, that a Required Appraisal Trust Mortgage Loan will cease to
be a Required Appraisal Trust Mortgage Loan:
(a) with respect to the circumstances described in clauses (i) and
(iii) above, when the related Mortgagor has made three consecutive full
and timely Periodic Payments under the terms of the subject Serviced Trust
Mortgage Loan (as such terms may be changed or modified in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or by
reason of a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20);
(b) with respect to the circumstances described in clauses (iv),
(v) and (vi) above, when such circumstances cease to exist in the good
faith reasonable judgment of the Special Servicer and in accordance with
the Servicing Standard, but, with respect to any bankruptcy or insolvency
proceedings described in clauses (iv) and (v), no later than the entry of
an order or decree dismissing such proceeding; and
(c) with respect to the circumstances described in clause (vi)
above, no later than the date that the Special Servicer agrees to an
extension pursuant to Section 3.20 hereof;
so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the subject Trust Mortgage Loan to continue to be
characterized as a Required Appraisal Trust Mortgage Loan.
For purposes of this Agreement, the term "Required Appraisal Trust
Mortgage Loan", insofar as it relates to a Serviced Trust Mortgage Loan that is
part of a Loan Combination shall mean the
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related Loan Combination, which Loan Combination shall therefore be considered a
single "Trust Mortgage Loan" for the purposes of this "Required Appraisal Trust
Mortgage Loan" definition. In no event shall any Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto or any
Outside Serviced Loan Combination constitute a Required Appraisal Trust Mortgage
Loan hereunder.
"Required Appraisal Value": An amount equal to 90% of the Appraised
Value (net of any prior liens and estimated liquidation expenses) of the
Mortgaged Property related to the subject Required Appraisal Trust Mortgage Loan
as determined by a Required Appraisal or letter update or internal valuation, if
applicable; provided that for purposes of determining any Appraisal Reduction
Amount in respect of any Required Appraisal Trust Mortgage Loan, the Required
Appraisal Value shall be amended annually to reflect the Appraisal Value
determined pursuant to any Required Appraisal or letter update or internal
valuation, if applicable, of a Required Appraisal conducted subsequent to the
original Required Appraisal performed pursuant to Section 3.09(a); and provided,
further, that for purposes of determining any Appraisal Reduction Amount in
respect of any Required Appraisal Trust Mortgage Loan, the Appraised Value used
in determining the Required Appraisal Value, may be reduced by the Special
Servicer, in its good faith and reasonable discretion in accordance with the
Servicing Standard, based on its review of the related appraisal or letter
update and other relevant information (although the Special Servicer has no
obligation to make any such reduction or conduct any such review).
"Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(f).
"Reserve Collateral" shall mean, with respect to the Greensboro
Corporate Center Loan Combination, the "Reserve Collateral" within the meaning
of the Greensboro Corporate Center Co-Lender Agreement.
"Reserve Funds": With respect to any Serviced Mortgage Loan, any
amounts delivered by the related Mortgagor to be held in escrow by or on behalf
of the mortgagee representing reserves for environmental remediation, repairs,
capital improvements, tenant improvements and/or leasing commissions with
respect to the related Mortgaged Property.
"Responsible Officer": When used with respect to (i) the initial
Trustee, any officer or assistant officer in the Corporate Trust Services group
of the initial Trustee, (ii) the initial Certificate Administrator, any officer
or assistant officer in the Global Securities and Trust Services group with
specific responsibilities for the matters contemplated by this Agreement of the
initial Certificate Administrator, and (iii) any successor trustee, any officer
or assistant officer in the corporate trust department of the successor trustee
or certificate administrator, or any other officer or assistant officer of the
successor trustee or certificate administrator customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the successor trustee or certificate
administrator because of such officer's knowledge of and familiarity with the
particular subject.
"Restricted Servicer Reports": Each of the CMSA Servicer Watchlist,
the CMSA Appraisal Reduction Template, the CMSA Special Servicer Loan File, CMSA
Operating Statement Analysis, CMSA NOI Adjustment Worksheet and CMSA Comparative
Financial Status Report. If a
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Restricted Servicer Report is filed with the Commission, it shall thereafter be
an Unrestricted Servicer Report.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more global
certificates of 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": Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx 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 Certificate Administrator, the Master Servicers and
the Special Servicer, and specific ratings of S&P's herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.
"Xxxxxxxx-Xxxxx Act": The Xxxxxxxx-Xxxxx Act of 2002.
"Scheduled Payment": With respect to any Trust Mortgage Loan or
B-Note Non-Trust Mortgage Loan, for any Due Date following the Cut-off Date as
of which it is outstanding, the scheduled Periodic Payment of principal and
interest (other than Additional Interest) on such Trust Mortgage Loan or B-Note
Non-Trust Mortgage Loan, as the case may be, that is or would be, as the case
may be, payable by the related Mortgagor on such Due Date under the terms of the
related Mortgage Note as in effect on the Closing Date, without regard to any
subsequent change in or modification of such terms in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Trust Mortgage Loan or B-Note
Non-Trust Mortgage Loan, as the case may be, granted or agreed to by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the related
Outside Servicing Agreement) or acceleration of principal by reason of default,
and assuming that each prior Scheduled Payment has been made in a timely manner;
provided, however, that if the related loan documents for a Serviced Loan
Combination provide for a single monthly debt service payment for such Serviced
Loan Combination, then the Scheduled Payment for each Serviced Mortgage Loan
comprising such Serviced Loan Combination for any Due Date shall be that portion
of the monthly debt service payment for such Serviced Loan Combination and such
Due Date that is, in accordance with the related loan documents and/or the
related Co-Lender Agreement, in the absence of default, allocable to interest at
the related Mortgage Rate on and/or principal of each such Serviced Mortgage
Loan comprising the subject Serviced Loan Combination.
"Section 302 Requirements": As defined in Section 8.16(b).
"Securities Act": The Securities Act of 1933, as amended.
"Senior Certificate": Any Class A-1, Class A-2, Class X-0, Xxxxx
X-0X, Class A-SB, Class A-4, Class A-4FL, Class A-1A or Class X Certificate.
"Senior Class A Certificate": Any Class A-1, Class A-2, Class X-0,
Xxxxx X-0X, Class A-SB, Class A-4, Class A-4FL or Class A-1A Certificate.
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"Serviced Loan Combination": Any Loan Combination other than an
Outside Serviced Loan Combination.
"Serviced Mortgage Loan": Any Trust Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan), any DDR Southeast Pool Non-Trust Mortgage
Loan, any 000 Xxxx Xxxxxxx Non-Trust Mortgage Loan or any B-Note Non-Trust
Mortgage Loan, as applicable; provided that a MezzCap B-Note Non-Trust Mortgage
Loan will be a Serviced Mortgage Loan only if and when it is serviced hereunder.
"Serviced Non-Trust Mortgage Loan": Any Non-Trust Mortgage Loan that
is a Serviced Mortgage Loan.
"Serviced Non-Trust Mortgage Loan Noteholder": Each holder of (i)
the promissory note for a Serviced Non-Trust Mortgage Loan and (ii) the
corresponding rights under the related Co-Lender Agreement.
"Serviced Pari Passu Loan Combination": Any Pari Passu Loan
Combination that is a Serviced Loan Combination.
"Serviced Pari Passu Non-Trust Mortgage Loan": Any Non-Trust
Mortgage Loan that is part of a Serviced Pari Passu Loan Combination.
"Serviced Pari Passu Trust Mortgage Loan": The DDR Southeast Pool
Trust Mortgage Loan or the 000 Xxxx Xxxxxxx Trust Mortgage Loan, as applicable.
"Serviced Trust Mortgage Loan": Any Trust Mortgage Loan that is a
Serviced Mortgage Loan.
"Servicer": Any Person that constitutes a "servicer", as defined in
Item 1101(j) of Regulation AB, with respect to the Subject Securitization
Transaction.
"Servicer Fee Amount": (a) With respect to each Sub-Servicer acting
on behalf of a Master Servicer, as of any date of determination, the aggregate
of the products obtained by multiplying, for each Serviced Mortgage Loan primary
serviced by such Sub-Servicer (and any successor REO Mortgage Loan with respect
thereto), (i) the principal balance of such Mortgage Loan (or REO Mortgage Loan)
as of the end of the immediately preceding applicable Collection Period and (ii)
the sub-servicing fee rate specified in the related Sub-Servicing Agreement for
such Mortgage Loan; and (b) with respect to a Master Servicer, as of any date of
determination, the aggregate of the products obtained by multiplying, for each
Serviced Mortgage Loan master serviced by such Master Servicer (and any
successor REO Mortgage Loan with respect thereto), (i) the principal balance of
such Mortgage Loan (or REO Mortgage Loan) as of the end of the immediately
preceding applicable Collection Period and (ii) the excess, if any, of the
Master Servicing Fee Rate for such Mortgage Loan (or REO Mortgage Loan), over
the sub-servicing fee rate (if any) applicable to such Mortgage Loan (or REO
Mortgage Loan), as specified in any Sub-Servicing Agreement related to such
Mortgage Loan (or REO Mortgage Loan).
"Servicer Notice": As defined in Section 3.14.
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"Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Financial File, the CMSA Property File and the CMSA
Advance Recovery Report. Notwithstanding anything in this Agreement to the
contrary, in the event any of the electronic files listed in the previous
sentence are amended or changed in any material respect by the CMSA and placed
on the CMSA Website or otherwise recommended by the CMSA for commercial
mortgage-backed securities transactions generally, so long as such electronic
files and such supplemental reports are reasonably acceptable (as applicable) to
the Master Servicers, the Special Servicer and the Certificate Administrator,
then the same shall be used with respect to the Collection Period that commences
at any time following the date that is not later than three (3) months following
adoption of the form thereof by the CMSA.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including reasonable attorneys' fees and expenses
and reasonable fees of real estate brokers) incurred by or on behalf of a Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in connection
with the servicing of a Serviced Mortgage Loan, 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 Servicers and the Special
Servicer, if any, set forth in Section 3.02 and Section 3.03(c), (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, including the cost of any "forced placed" insurance policy purchased
by a Master Servicer to the extent such cost is allocable to a particular
Mortgaged Property that such Master Servicer or the Special Servicer is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance
Proceeds or any Liquidation Proceeds of the nature described in clauses (i)
through (v) of the definition of "Liquidation Proceeds," (d) any enforcement or
judicial proceedings with respect to a Mortgaged Property, including, without
limitation, foreclosures, (e) any Required Appraisal or other appraisal
expressly required or permitted to be obtained hereunder, (f) the operation,
management, maintenance and liquidation of any REO Property, including, without
limitation, appraisals and compliance with Section 3.16(a) (to the extent not
covered by available funds in the applicable REO Account) and Section 3.20(g)
(to the extent not paid by the related Mortgagor) and (g) compliance with the
obligations of the Master Servicers and the Trustee set forth in Section 2.03(a)
or (b). Notwithstanding anything to the contrary, "Servicing Advances" shall not
include allocable overhead of a Master Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
general and administrative costs of the Master Servicers and the Special
Servicer, costs or expenses incurred by any such party in connection with its
purchase of a Serviced Mortgage Loan or REO Property, or costs or expenses
expressly required to be borne by a Master Servicer or the Special Servicer
without reimbursement pursuant to the terms of this Agreement.
"Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.
"Servicing Fees": With respect to (a) each Serviced Mortgage Loan
and REO Mortgage Loan, the Master Servicing Fee, if any, and the Special
Servicing Fee; and (b) with respect to an Outside Serviced Trust Mortgage Loan
(or any successor REO Trust Mortgage Loan with respect thereto), the Master
Servicing Fee.
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"Servicing File": Any documents, certificates, opinions and reports
(other than (i) those documents, opinions, reports and records specifically
excepted from the delivery requirements of Section 2.01(e) and (ii) the
documents required to be part of the related Mortgage File) delivered by the
related Mortgagor in connection with, or relating to the origination and
servicing of, any Serviced Mortgage Loan that are reasonably required for the
ongoing administration of the Serviced Mortgage Loan including management
agreements, cash management agreements, lockbox agreements, franchise
agreements, franchise comfort letters (and evidence of required notification of
transfer), appraisals, surveys, engineering reports, environmental reports,
operation and maintenance (O&M) plans, financial statements, leases, rent rolls
and tenant estoppels and copies of documents required to be part of the Mortgage
File.
"Servicing Function Participant": Any of: (i) the Master Servicers;
(ii) the Special Servicer; (iii) the Certificate Administrator; (iv) the
Trustee; and (v) any other party hereto, in addition to the Master Servicers,
the Special Servicer, the Certificate Administrator and the Trustee, that is a
"party participating in the servicing function" (within the meaning of the
instructions to Item 1122 of Regulation AB) as regards the Trust Fund, unless
such party is not viewed, for the purposes of Exchange Act reporting
requirements, as a party participating in the servicing function separate and
apart from the applicable Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, pursuant to applicable
Commission guidance.
"Servicing Officer": Any officer or employee of a Master Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Serviced Mortgage Loans, whose name and specimen signature
appear on a list of servicing officers furnished by such party to the Trustee
and the Depositor on the Closing Date, as such list may be amended from time to
time.
"Servicing Representative": With respect to a Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, any other Person
(including any Sub-Servicer, subcontractor, vendor or agent) retained or engaged
thereby to perform any duties in connection with this Agreement or all or any
portion of the Trust Fund, the performance of which duties would cause such
other Person to be, or result in such other Person being, a Servicer or a
Sub-Servicing Function Participant.
"Servicing-Released Bid": As defined in Section 7.01.
"Servicing-Retained Bid": As defined in Section 7.01.
"Servicing Standard": With respect to a Master Servicer (other than
Capmark) or the Special Servicer, as applicable, the servicing and
administration of the Serviced Mortgage Loans and any Administered REO
Properties for which it is responsible hereunder: (a) in the same manner in
which, and with the same care, skill, prudence and diligence with which, such
Master Servicer or the Special Servicer, as the case may be, generally services
and administers similar mortgage loans with similar borrowers and/or similar
foreclosure properties, as applicable, (i) for other third parties, giving due
consideration to customary and usual standards of practice of prudent
institutional commercial mortgage loan servicers servicing and administering
mortgage loans and/or foreclosure properties for third parties, as applicable,
or (ii) held in its own portfolio, whichever standard is higher; (b) with a view
to (i) the timely collection of all Periodic Payments due on each such Serviced
Mortgage Loan or, if any such Serviced Mortgage Loan shall come into and
continue in default, the maximization of the recovery on such Serviced Mortgage
Loan on a net present value basis (the relevant discounting of anticipated
collections to be performed at the related Mortgage Rate) and (ii) the best
interests (as determined by
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such Master Servicer or the Special Servicer, as applicable, in its reasonable
and good faith judgment) of the Certificateholders (as a collective whole) and
the Trust Fund (or, in the case of any Serviced Loan Combination, the
Certificateholders, the Trust Fund and the related Serviced Non-Trust Mortgage
Loan Noteholder(s) (as a collective whole), but taking into account, to the
extent consistent with the related Co-Lender Agreement and the related Trust
Mortgage Loan documents, the subordinate nature of the related B-Note Non-Trust
Mortgage Loan(s)); and (c) without regard to (i) any relationship that such
Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof may have with the related Mortgagor, the Depositor, any Mortgage Loan
Seller or any other party to the transactions contemplated by this Agreement or
any Affiliate thereof; (ii) the ownership of any Certificate (or other interest
in any Serviced Mortgage Loan) or any interest in a mezzanine loan by such
Master Servicer or the Special Servicer, as the case may be, or by any Affiliate
thereof; (iii) the right of such Master Servicer or the Special Servicer, as the
case may be, to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iv) the obligations of such Master Servicer to make
Advances; (v) the ownership, servicing or management by such Master Servicer or
the Special Servicer or any Affiliate thereof for others of any other mortgage
loans or mortgaged property; (vi) any obligation of such Master Servicer or any
Affiliate of such Master Servicer to repurchase or substitute a Trust Mortgage
Loan as a Mortgage Loan Seller; (vii) any obligation of such Master Servicer or
any Affiliate of such Master Servicer to cure a breach of a representation and
warranty with respect to a Trust Mortgage Loan; and (viii) any debt (including
mezzanine debt) such Master Servicer or Special Servicer or any Affiliate of
either has extended to any Mortgagor or any Affiliate of such Mortgagor.
With respect to Capmark, in its capacity as a Master Servicer, the
servicing and administration of the Serviced Mortgage Loans for which it is
responsible under this Agreement, in the best interests (as determined by such
Master Servicer in its good faith and reasonable judgment) of and for the
benefit of the Certificateholders (as a collective whole) and the Trust Fund
and, in the case of a Serviced Loan Combination, the related Non-Trust Mortgage
Loan Noteholder(s) (also as a collective whole), in accordance with applicable
law, the terms of this Agreement and, if applicable, the related Co-Lender
Agreement, and to the extent consistent with the foregoing, further as follows:
(a) with the same care, skill and diligence as is normal and usual
in its general mortgage servicing activities on behalf of third parties or
on behalf of itself, whichever is higher, with respect to mortgage loans
that are comparable to those which it is responsible for servicing under
this Agreement.
(b) with a view to the timely recovery of all scheduled payments
of principal and interest under applicable Serviced Mortgage Loans; and
(c) without regard to--
1. any relationship that such Master Servicer or any of its
Affiliates may have with a Mortgagor under a Serviced
Mortgage Loan;
2. the ownership of any Certificate (or other interest in a
Serviced Mortgage Loan) or any interest in any mezzanine
loan by such Master Servicer or by any of its
Affiliates.
3. the obligation of such Master Servicer to make Advances;
and
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4. the right of such Master Servicer or any of its
Affiliates to receive reimbursement of costs, or the
sufficiency of any compensation payable to it under this
Agreement or with respect to any particular transaction.
"Servicing Transfer Event": With respect to any Serviced Mortgage
Loan, the occurrence of any of the events described in clauses (a) through (g)
of the definition of "Specially Serviced Mortgage Loan"; provided that a
particular Servicing Transfer Event shall not exist with respect to an A-Note
Trust Mortgage Loan if the underlying default giving rise thereto is the subject
of a cure event exercised in accordance with the related Co-Lender Agreement.
"Significant Obligor": (a) Any obligor (as defined in Item 1101(i)
of Regulation AB) or group of affiliated obligors on any Trust Mortgage Loan or
group of Trust 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 Trust Mortgage Loan or
group of cross-collateralized and/or cross-defaulted Trust Mortgage Loans that
represent, as of the Closing Date, 10% or more of the Mortgage Pool (by Cut-off
Date Balance).
"Single Certificate": For purposes of Section 4.02, a hypothetical
Regular Certificate or Floating Rate Certificate evidencing a $1,000
denomination.
"SLC Controlling Party": With respect to any A/B Loan Combination,
the related A/B Controlling Party; and with respect to any Serviced Pari Passu
Loan Combination, the related A/A Controlling Party.
"SLC Custodial Account": With respect to any Serviced Loan
Combination, the separate account (which may be a sub-account of a Collection
Account) created and maintained by the applicable Master Servicer pursuant to
Section 3.04(f) and held on behalf of the Certificateholders and the related
Non-Trust Mortgage Loan Noteholder(s), which shall be entitled substantially as
follows: "[NAME OF MASTER SERVICER], as a Master Servicer for [NAME OF TRUSTEE],
as Trustee, on behalf of and in trust for the registered holders of Citigroup
Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6, and [NAME(S) OF THE RELATED NON-TRUST MORTGAGE
LOAN NOTEHOLDER(S)], as their interests may appear". Each SLC Custodial Account
shall be an Eligible Account or a sub-account of an Eligible Account.
"SLC Mortgaged Property": Any Mortgaged Property that relates to a
Serviced Loan Combination.
"SLC REO Account": With respect to any Serviced Loan Combination, a
segregated account or accounts created and maintained by the Special Servicer
pursuant to Section 3.16 on behalf of the Trustee, in trust for the
Certificateholders, and the related Non-Trust Mortgage Loan Noteholder(s), which
shall be entitled substantially as follows: "[NAME OF SPECIAL SERVICER], as
Special Servicer for [NAME OF TRUSTEE], as Trustee in trust for registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, and [NAME(S) OF THE RELATED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)], as their interests may appear".
"SLC REO Property": With respect to each Serviced Loan Combination,
the related Mortgaged Property if such Mortgaged Property is acquired on behalf
and in the name of the Trust
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Fund, for the benefit of the Certificateholders, and the related Non-Trust
Mortgage Loan Noteholder(s), 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 such
Serviced Loan Combination.
"SLC Special Servicer": Any Person responsible for performing the
duties of Special Servicer hereunder with respect to a Serviced Loan Combination
or any related REO Property.
"SLC Trust Mortgage Loan": Any LC Trust Mortgage Loan that is a
Serviced Trust Mortgage Loan.
"Special Servicer": CWCapital Asset Management LLC, its successor in
interest, or (subject to Section 6.09(c)) any successor special servicer
appointed as herein provided.
"Special Servicer Reportable Event": Any of the following events,
conditions, circumstances and/or matters:
(i) the entry into or amendment to a definitive agreement that is
material to the Subject Securitization Transaction, including, for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Special Servicer or any
Servicing Representative of the Special Servicer is a party to such
agreement or has entered into such agreement on behalf of the Trust;
(ii) the termination of a definitive agreement that is material to
the Subject Securitization Transaction (otherwise than by expiration of
the agreement on its stated termination date or as a result of all parties
completing their obligations under such agreement), but only if the
Special Servicer or any Servicing Representative of the Special Servicer
is a party to such agreement or has entered into such agreement on behalf
of the Trust;
(iii) the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the existing
directors and officers in possession but subject to the supervision and
orders of a court or governmental authority, but only if the subject
Material Debtor is (A) the Special Servicer, (B) any Servicing
Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
Obligor with respect to a Specially Serviced Trust Mortgage Loan;
(iv) the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or governmental
authority having supervision or jurisdiction over substantially all of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) the Special Servicer, (B) any Servicing
Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
Obligor with respect to a Specially Serviced Trust Mortgage Loan;
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(v) any resignation, removal, replacement or substitution of (A)
the Special Servicer or (B) any Servicing Representative of the Special
Servicer that constitutes a Servicer contemplated by Item 1108(a)(2) of
Regulation AB;
(vi) any appointment of (A) a new Special Servicer or (B) any new
Servicing Representative of the Special Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(vii) any nonpublic disclosure, by the Special Servicer or any
Servicing Representative of the Special Servicer, with respect to the
Subject Securitization Transaction (other than disclosure required by this
Agreement) that is required to be disclosed by Regulation FD (17 C.F.R.
243.100 through 243.103);
(viii) any other information of importance to Certificateholders
(determined by the Special Servicer in accordance with the Servicing
Standard) that (A) is not otherwise required to be included in the
Distribution Date Statement or any other report to be delivered or
otherwise made available to Certificateholders hereunder, (B) the Special
Servicer has determined, in accordance with the Servicing Standard, could
have an adverse effect on payments to any Class of Certificateholders, and
(C) is directly related to a Specially Serviced Trust Mortgage Loan;
(ix) the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any Material
Litigant, or of which any property of a Material Litigant is the subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if the
Special Servicer is controlling the subject litigation or if the subject
Material Litigant is (A) the Special Servicer, (B) any Servicing
Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
Obligor with respect to a Specially Serviced Trust Mortgage Loan;
(x) the receipt by the Special Servicer or by any Servicing
Representative of the Special Servicer of any updated financial
statements, balance sheets, rent rolls or other financial information
regarding any Significant Obligor with respect to a Specially Serviced
Trust Mortgage Loan;
(xi) to the extent not otherwise disclosed in the Prospectus
Supplement or previously included in a report delivered by the Special
Servicer to the Certificate Administrator and the Depositor in accordance
with Section 8.15(b), whether the Special Servicer has become an affiliate
(as defined in Rule 405 of the Securities Act) of any of (A) the Trust,
(B) the Depositor, (C) a Mortgage Loan Seller (other than itself), (D) the
Trustee, (E) the Certificate Administrator, (F) a Master Servicer, (G) any
Servicing Representative of the Special Servicer that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB or (H) any
Significant Obligor;
(xii) to the extent not otherwise disclosed in the Prospectus
Supplement, any business relationship, agreement, arrangement, transaction
or understanding contemplated by Item 1119(b) of Regulation AB between a
Mortgage Loan Seller (other than itself) or the Trust, on the one hand,
and the Special Servicer or any Servicing Representative of the Special
Servicer, on the other hand; and
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(xiii) to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the Subject
Securitization Transaction or the Trust Mortgage Loans contemplated by
Item 1119(c) of Regulation AB between a Mortgage Loan Seller (other than
itself) or the Trust, on the one hand, and the Special Servicer or any
Servicing Representative of the Special Servicer, on the other hand.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO
Property, the fee designated as such and payable to the Special Servicer
pursuant to the first paragraph of Section 3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property, 0.25% per annum; provided that the Special Servicing
Fee for each Specially Serviced Trust Mortgage Loan and REO Mortgage Loan shall
be no less than the monthly minimum amount provided for in Section 3.11(c).
"Specially Designated Non-Trust Mortgage Loan": Any Serviced Pari
Passu Non-Trust Mortgage Loan or any other Serviced Non-Trust Mortgage Loan with
an unpaid principal balance in excess of $20,000,000 that has, in either case,
been included in a securitization involving the issuance of investment grade
rated commercial mortgage-backed securities or collateral debt obligations.
"Specially Designated Non-Trust Mortgage Loan Securities": Any
Non-Trust Mortgage Loan Securities that (i) include, as of their date of
issuance, one or more classes of investment grade rated commercial
mortgage-backed securities or collateral debt obligations and (ii) are backed by
a Specially Designated Non-Trust Mortgage Loan (or any REO Serviced Non-Trust
Mortgage Loan in respect thereof), whether by itself or together with other
mortgage loans.
"Specially Serviced Mortgage Loan": Any Serviced Mortgage Loan as to
which any of the following events have occurred (subject, however, in the case
of a Serviced Mortgage Loan that is part of a Serviced Loan Combination, to any
provisions of the related Co-Lender Agreement that may limit when a Serviced
Trust Mortgage Loan may become a Specially Serviced Mortgage Loan if a related
Serviced Non-Trust Mortgage Loan Noteholder has exercised or is permitted to
exercise cure rights):
(a) the related Mortgagor shall have (i) failed to make when due any
Balloon Payment unless the applicable Master Servicer has, on or prior to
the 60th day after the due date of such Balloon Payment, received written
evidence (which the applicable Master Servicer is required to deliver to
the Special Servicer pursuant to Section 3.19(c)) from an institutional
lender of such lender's binding commitment to refinance the subject
Serviced Mortgage Loan (acceptable to the Special Servicer and the
Controlling Class Representative) within 120 days after the due date of
such Balloon Payment and during the interim the related Mortgagor has
continued to make the Assumed Periodic Payment in effect prior to maturity
(provided that if such refinancing does not occur during such time
specified in the commitment, the subject Serviced Mortgage Loan will
immediately become a Specially Serviced Mortgage Loan), or (ii) failed to
make when due any Periodic Payment (other than a Balloon Payment), and
such failure has continued unremedied for 60 days; or
(b) the applicable Master Servicer or the Special Servicer (in
the case of the Special Servicer, with the consent of the Controlling
Class Representative or, in the case of an SLC Trust
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Mortgage Loan, with the consent of the related SLC Controlling Party)
shall have determined, in its good faith reasonable judgment and in
accordance with the Servicing Standard, based on, among other things,
communications with the related Mortgagor, that a default in making a
Periodic Payment (including a Balloon Payment) or any other default under
the applicable loan documents that would (with respect to such other
default) materially impair the value of the Mortgaged Property as security
for the subject Serviced Mortgage Loan or otherwise would materially
adversely affect the interests of Certificateholders and would continue
unremedied beyond the applicable grace period under the terms of the
subject Serviced Mortgage Loan (or, if no grace period is specified, for
60 days; provided that a default that would give rise to an acceleration
right without any grace period shall be deemed to have a grace period
equal to zero) is likely to occur and is likely to remain unremedied for
at least 60 days; or
(c) there shall have occurred a default (other than as described
in clause (a) above) that the applicable Master Servicer or the Special
Servicer shall have determined, in its good faith and reasonable judgment
and in accordance with the Servicing Standard, materially impairs the
value of the Mortgaged Property as security for the subject Serviced
Mortgage Loan or otherwise materially adversely affects the interests of
Certificateholders and that continues unremedied beyond the applicable
grace period under the terms of the subject Serviced Mortgage Loan (or, if
no grace period is specified, for 60 days; provided that a default that
gives rise to an acceleration right without any grace period shall be
deemed to have a grace period equal to zero); provided, however, that, in
the event the Special Servicer determines that the related Mortgagor does
not need to maintain terrorism insurance as provided in Section 3.07(a),
no default related to the failure to obtain such insurance shall be deemed
to be outstanding for purposes of this clause (c); or
(d) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar
law or the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the related Mortgagor; provided that, if
such decree or order is discharged, dismissed or stayed within 60 days it
shall not be a Specially Serviced Mortgage Loan (and no Special Servicing
Fees shall be payable); or
(e) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all
of its property; or
(f) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(g) the applicable Master Servicer shall have received notice of
the commencement of foreclosure or similar proceedings with respect to the
related Mortgaged Property;
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provided that a Serviced Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan when a Liquidation Event has occurred with respect to such
Serviced Mortgage 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 (g) above exists that would cause such Serviced Mortgage Loan to
continue to be characterized as a Specially Serviced Mortgage Loan, if and when:
(i) with respect to the circumstances described in clause (a)
above, the related Mortgagor has made three consecutive full
and timely Periodic Payments under the terms of the subject
Serviced Mortgage Loan (as such terms may be changed or
modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a
modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20);
(ii) with respect to the circumstances described in clauses (b),
(d), (e) and (f) above, such circumstances cease to exist in
the good faith reasonable judgment of the Special Servicer and
in accordance with the Servicing Standard, but, with respect
to any bankruptcy or insolvency proceedings described in
clauses (d), (e) and (f), no later than the entry of an order
or decree dismissing such proceeding;
(iii) with respect to the circumstances described in clause (c)
above, such default is cured; and
(iv) with respect to the circumstances described in clause (g)
above, such proceedings are terminated.
Notwithstanding the foregoing, but subject to the terms and
conditions of the related Co-Lender Agreement, during any time an entire
Serviced Loan Combination is serviced and administered pursuant to this
Agreement, if a Servicing Transfer Event exists with respect to one Serviced
Mortgage Loan in such Loan Combination, it will (subject to the proviso to the
definition of "Servicing Transfer Event") also be considered to exist for the
other Serviced Mortgage Loan(s) in such Loan Combination.
None of the mortgage loans comprising an Outside Serviced Loan
Combination shall constitute a Specially Serviced Mortgage Loan hereunder.
"Specially Serviced Trust Mortgage Loan": A Trust Mortgage Loan that
is a Specially Serviced Mortgage Loan.
"Startup Day": With respect to each REMIC Pool, the day designated
as such in Section 10.01(c).
"State and Local Taxes": Taxes imposed by the State of New York, by
the State in which the Mortgage Files are maintained, by any of the States in
which are located the Corporate Trust Office and/or the respective offices of
the Master Servicers and Special Servicer responsible for servicing and
administering the Serviced Mortgage Loans and any REO Properties, and/or by any
other state or local taxing authorities as may, by notice to the Trustee, assert
jurisdiction over the trust fund or any portion thereof, or which, according to
an Opinion of Counsel addressed to the Trustee and the Certificate
Administrator, have such jurisdiction.
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"Stated Maturity Date": With respect to any Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan, the Due Date specified in the Mortgage Note
(as in effect on the Closing Date) on which the last payment of principal is due
and payable under the terms of the 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, waiver or amendment of such Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan, as the case may be, granted or agreed to by
the Special Servicer pursuant to Section 3.20 (or, in the case of an Outside
Serviced Trust Mortgage Loan, by the applicable Outside Servicer pursuant to the
related Outside Servicing Agreement) and, in the case of an ARD Trust Mortgage
Loan, without regard to its Anticipated Repayment Date.
"Stated Principal Balance": With respect to any Trust Mortgage Loan
as of any date of determination, an amount (which amount shall not be less than
zero) equal to (x) the Cut-off Date Balance of such Trust Mortgage Loan (or, in
the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
thereof after application of all principal payments due thereon on or before the
related Due Date in the month of substitution, whether or not received), plus
(y) any Mortgage Deferred Interest added to the principal balance of such Trust
Mortgage Loan prior to the end of the Collection Period (or, in the case of an
Outside Serviced Trust Mortgage Loan, the Underlying Collection Period) for the
then-most recent Distribution Date coinciding with or preceding such date of
determination, minus (z) the sum of:
(i) the principal portion of each Periodic Payment due on such
Trust Mortgage Loan after the Cut-off Date or the related Due Date in the
month of substitution, as the case may be, to the extent received from the
Mortgagor or advanced by the applicable Master Servicer, the Trustee or
any Fiscal Agent and distributed to Certificateholders on or before such
date of determination;
(ii) all Principal Prepayments received with respect to such Trust
Mortgage Loan after the Cut-off Date or the related Due Date in the month
of substitution, as the case may be, to the extent distributed to
Certificateholders on or before such date of determination;
(iii) the principal portion of all Insurance Proceeds and
Liquidation Proceeds received with respect to such Trust Mortgage Loan
after the Cut-off Date or the related Due Date in the month of
substitution, as the case may be, to the extent distributed to
Certificateholders on or before such date of determination;
(iv) the principal portion of any Realized Loss incurred in respect
of such Trust Mortgage Loan prior to the end of the Collection Period (or,
in the case of an Outside Serviced Trust Mortgage Loan, the Underlying
Collection Period) for the then-most recent Distribution Date coinciding
with or preceding such date of determination; and
(v) to the extent not otherwise included as part of the amount
described in clause (z)(iv) of this definition, any amount of reduction in
the outstanding principal balance of such Trust Mortgage Loan resulting
from a Deficient Valuation that occurred prior to the end of the
Collection Period (or, in the case of an Outside Serviced Trust Mortgage
Loan, the Underlying Collection Period) for the then-most recent
Distribution Date coinciding with or preceding such date of determination.
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With respect to any REO Trust Mortgage Loan, as of any date of
determination, an amount equal to (x) the Stated Principal Balance of the
predecessor Trust Mortgage Loan as of the date of the related REO Acquisition,
minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect to
such REO Trust Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or before
such date of determination;
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Revenues received with respect to such REO Trust Mortgage
Loan, to the extent distributed to Certificateholders on or before such
date of determination; and
(iii) the principal portion of any Realized Loss incurred in respect
of such REO Trust Mortgage Loan prior to the end of the Collection Period
(or, in the case of an REO Trust Mortgage Loan in respect of an Outside
Serviced Trust Mortgage Loan, the Underlying Collection Period) for the
then-most recent Distribution Date coinciding with or preceding such date
of determination.
A Trust Mortgage Loan or an REO Trust Mortgage Loan shall be deemed
to be part of the Mortgage Pool and to have an outstanding Stated Principal
Balance until the Distribution Date on which the payments or other proceeds, if
any, received in connection with a Liquidation Event in respect thereof are to
be (or, if no such payments or other proceeds are received in connection with
such Liquidation Event, would have been) distributed to Certificateholders. For
purposes of this definition, payments or other collections of principal on or
with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan shall be
deemed distributed to Certificateholders as of the first Distribution Date that
such payments or other collections of principal are (or, without regard to
clause (i) of the definition of "Principal Distribution Amount," would have
been) included in the Principal Distribution Amount. To the extent that
principal from general collections on the Mortgage Pool is used to reimburse, or
pay interest on, Nonrecoverable Advances pursuant to Section 3.05(a) hereof with
respect to any particular Trust Mortgage Loan or REO Trust Mortgage Loan, and
such principal amount has not been included as part of the Principal
Distribution Amount, such principal amount shall nonetheless continue to be
deemed to be distributed for purposes of calculating the Stated Principal
Balance. Notwithstanding the foregoing, if any Trust Mortgage Loan is paid in
full, or if any Trust Mortgage Loan or REO Property is liquidated or otherwise
removed from the Trust Fund, commencing as of the first Distribution Date
following the Collection Period (or, if such event occurs under the Outside
Servicing Agreement in respect of an Outside Serviced Trust Mortgage Loan or any
related REO Property, the Underlying Collection Period) during which such event
occurred, the Stated Principal Balance of such Trust Mortgage Loan or the
related REO Trust Mortgage Loan will be zero.
With respect to any Serviced Non-Trust Mortgage Loan or any
successor REO Serviced Non-Trust Mortgage Loan with respect thereto on any date
of determination, the Stated Principal Balance shall equal the unpaid principal
balance of such Serviced Non-Trust Mortgage Loan or the deemed unpaid principal
balance of such successor REO Serviced Non-Trust Mortgage Loan.
"Subject Securitization Transaction": The commercial mortgage
securitization transaction contemplated by this Agreement.
"Subsequent Exchange Act Reports": As defined in Section 8.16(a).
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"Sub-Servicer": Any Person with which a Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between a Master
Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand, relating to servicing and administration of Serviced Mortgage Loans
as provided in Section 3.22.
"Sub-Servicing Function Participant": Any Sub-Servicer,
sub-contractor, vendor, agent or other Person acting on behalf of a party
hereto, which Sub-Servicer, sub-contractor, vendor, agent or other Person is a
"party participating in the servicing function" (within the meaning of the
instructions to Item 1122 of Regulation AB) as regards the Subject
Securitization Transaction, unless such Person is not viewed, for the purposes
of Exchange Act reporting requirements, as a party participating in the
servicing function separate and apart from the applicable Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, pursuant to applicable Commission guidance.
"Substitution Shortfall Amount": With respect to a substitution of
Trust Mortgage Loans pursuant to any Mortgage Loan Purchase Agreement, an amount
equal to the excess, if any, of the Purchase Price of the Trust Mortgage Loan
being replaced calculated as of the date of substitution over the Stated
Principal Balance of the related Qualified Substitute Mortgage Loan as of the
date of substitution. In the event that one or more Qualified Substitute
Mortgage Loans are substituted (at the same time) for one or more deleted Trust
Mortgage Loans, then the Substitution Shortfall Amount shall be determined as
provided in the preceding sentence on the basis of the aggregate Purchase Prices
of the Trust Mortgage Loan or Trust Mortgage Loans being replaced and the
aggregate Stated Principal Balances of the related Qualified Substitute Mortgage
Loan or Qualified Substitute Mortgage Loans.
"Successful Bidder": As defined in Section 7.01.
"Swap Agreement": The Class A-4FL Swap Agreement, the Class A-MFL
Swap Agreement or the Class A-JFL Swap Agreement, as the context may require.
"Swap Collateral Account": The Class A-4FL Swap Collateral Account,
the Class A-MFL Swap Collateral Account or the Class A-JFL Swap Collateral
Account, as the context may require.
"Swap Credit Support Annex": The Class A-4FL Swap Credit Support
Annex, the Class A-MFL Swap Credit Support Annex or the Class A-JFL Swap Credit
Support Annex, as the context may require.
"Swap Counterparty": The Class A-4FL Swap Counterparty, the Class
A-MFL Swap Counterparty or the Class A-JFL Swap Counterparty, as the context may
require.
"Swap Custodian": The Class A-4FL Swap Custodian, the Class A-MFL
Swap Custodian or the Class A-JFL Swap Custodian, as the context may require.
"Swap Payment Date": A Class A-4FL Swap Payment Date, a Class A-MFL
Swap Payment Date or a Class A-JFL Swap Payment Date, as the context may
require.
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"Swap Default": A Class A-4FL Swap Default, Class A-MFL Swap Default
or Class A-JFL Swap Default, as the context may require.
"Swap Termination Fees": Any fees, costs or expenses payable by a
Swap Counterparty to the Trust in connection with a Swap Default by such Swap
Counterparty, termination of the related Swap Agreement or liquidation of the
related Swap Agreement, as specified in the related Swap Agreement.
"Tax Matters Person": With respect to each REMIC Pool, the Person
designated as the "tax matters person" of such REMIC in the manner provided
under Treasury regulations section 1.860F-4(d) and Temporary Treasury
regulations section 301.6231(a)(7)-1T, which Person shall be the applicable
Plurality Class R Certificateholder.
"Tax Returns": The federal income tax returns 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 the federal income tax return to be filed on
behalf of each Transaction-Specific 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 Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.
"Transaction-Specific Grantor Trust": Each of the Floating Rate
Grantor Trusts and Grantor Trust Y.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Trust": Individually and collectively, the multiple common law
trusts created hereunder.
"Trust Administration Fee": With respect to each Trust Mortgage Loan
and REO Trust Mortgage Loan for any Distribution Date, an amount equal to the
product of (a) the Trustee Administration Fee Rate, multiplied by (b) the Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, outstanding immediately following the prior Distribution Date (or,
in the case of the initial Distribution Date, as of the Closing Date),
multiplied by (c) a fraction, the numerator of which is either (i) 30, if such
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, accrues or
is deemed to accrue interest on a 30/360 Basis, or (ii) the number of days in
the calendar month preceding the month in which such Distribution Date occurs,
if such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
accrues or is deemed to
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accrue interest on an Actual/360 Basis, and the denominator of which is 360. The
Trust Administration Fee includes both the Trustee's monthly fee and the
Certificate Administrator's monthly fee.
"Trust Administration Fee Rate": 0.00048% per annum.
"Trust Fund": Collectively, all of the Grantor Trust Assets and the
assets of the respective REMIC Pools.
"Trust Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage
Loan Schedule and from time to time held in the Trust Fund. As used herein, the
term "Trust Mortgage Loan" includes the related Mortgage Note, Mortgage and
other security documents contained in the related Mortgage File or otherwise
held on behalf of the Trust, including, in the case of the Outside Serviced
Trust Mortgage Loan, any such documents held by or on behalf of the related
Non-Trust Mortgage Loan Noteholders.
"Trustee": Xxxxx Fargo Bank, National Association, its successor in
interest, or any successor trustee appointed as herein provided.
"Trustee Appointee": Any Fiscal Agent, Custodian, co-trustee or
separate trustee appointed or designated by the Trustee hereunder.
"Trustee Reportable Event": Any of the following events, conditions,
circumstances and/or matters:
(i) the entry into or amendment to a definitive agreement that is
material to the Subject Securitization Transaction, including, for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Trustee, any Servicing
Representative of the Trustee or any Trustee Appointee is a party to such
agreement or has entered into such agreement on behalf of the Trust;
(ii) the termination of a definitive agreement that is material to
the Subject Securitization Transaction (otherwise than by expiration of
the agreement on its stated termination date or as a result of all parties
completing their obligations under such agreement), but only if the
Trustee, any Servicing Representative of the Trustee or any Trustee
Appointee is a party to such agreement or has entered into such agreement
on behalf of the Trust;
(iii) the appointment of a receiver, fiscal agent or similar officer
for any Material Debtor in a proceeding under the U.S. Bankruptcy Code or
in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of
the assets or business of any Material Debtor, including where such
jurisdiction has been assumed by leaving the existing directors and
officers in possession but subject to the supervision and orders of a
court or governmental authority, but only if the subject Material Debtor
is (A) the Trustee, (B) any Servicing Representative of the Trustee that
constitutes a Servicer contemplated by Item 1108(a)(3) of Regulation AB,
(C) any Trustee Appointee, (D) any Enhancement/Support Provider or (E) the
Trust;
(iv) the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or governmental
authority having supervision or
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jurisdiction over substantially all of the assets or business of such
Material Debtor, but only if the subject Material Debtor is (A) the
Trustee, (B) any Servicing Representative of the Trustee that constitutes
a Servicer contemplated by Item 1108(a)(3) of Regulation AB, (C) any
Trustee Appointee, (D) any Enhancement/Support Provider or (E) the Trust;
(v) any event that has occurred hereunder that would materially
alter the payment priority or distribution of cash flows regarding the
Certificates;
(vi) any material modification to the rights of the Holders of any
Class of Certificates, including by reason of a modification to this
Agreement, a Mortgage Loan Purchase Agreement or any other constituent
instrument;
(vii) any material limitation or qualification of the rights
evidenced by any Class of Certificates by reason of the modification of
any other Class of Certificates;
(viii) any amendment to this Agreement pursuant to Section 11.01;
(ix) any resignation, removal, replacement or substitution of (A)
the Trustee, the Certificate Administrator, a Master Servicer or the
Special Servicer or (B) any Servicing Representative of the Trustee that
constitutes a Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(x) any appointment of (A) a new Trustee, new Certificate
Administrator, new Master Servicer or new Special Servicer or (B) any new
Servicing Representative of the Trustee that constitutes a Servicer
contemplated by Item 1108(a)(2) of Regulation AB;
(xi) any termination of a material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of
Regulation AB that was previously applicable regarding one or more Classes
of the Certificates, which termination has occurred other than by
expiration of the contract on its stated termination date or as a result
of all parties completing their obligations under such agreement;
(xii) any addition of a material enhancement or support specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB with respect to one or more Classes of the Certificates;
(xiii) any material amendment or modification of a material
enhancement or support specified in Item 1114(a)(1) through (3) of
Regulation AB or Item 1115 of Regulation AB with respect to one or more
Classes of the Certificates;
(xiv) any nonpublic disclosure, by the Trustee, any Servicing
Representative of the Trustee or any Trustee Appointee, with respect to
the Subject Securitization Transaction that is required to be disclosed by
Regulation FD (17 C.F.R. 243.100 through 243.103);
(xv) any other information of importance to Certificateholders
that is not otherwise required to be included in the Distribution Date
Statement or any other report to be delivered or otherwise made available
to Certificateholders hereunder and that is directly related to the
obligations of the Trustee hereunder;
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(xvi) the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any Material
Litigant, or of which any property of a Material Litigant is the subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if the
Trustee is controlling the subject litigation or if the subject Material
Litigant is (A) the Trustee, (B) any Servicing Representative of the
Trustee that constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation AB, (C) any Trustee Appointee, (D) any Enhancement/Support
Provider or (E) the Trust;
(xvii) any material default in the payment of principal and
interest on, or any other material default with respect to, any Class of
Certificates;
(xviii) the submission of any matter to a vote by
Certificateholders;
(xix) the receipt by the Trustee or by any Servicing
Representative or other agent of the Trustee of any updated information
regarding an Enhancement/Support Provider with respect to any Class of
Certificates that is required pursuant to Item 1114(b)(2) or Item 1115(b)
of Regulation AB;
(xx) to the extent not otherwise disclosed in the Prospectus
Supplement or previously included in an Exchange Act Report in accordance
with this Agreement, whether the Trustee has become an affiliate (as
defined in Rule 405 of the Securities Act) of any of (A) the Trust, (B)
the Depositor, (C) a Mortgage Loan Seller, (D) the Certificate
Administrator, (E) a Master Servicer, (F) the Special Servicer, (G) any
Servicing Representative of the Trustee that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB, (H) any Trustee
Appointee or (I) any Significant Obligor;
(xxi) to the extent not otherwise disclosed in the Prospectus
Supplement, any business relationship, agreement, arrangement, transaction
or understanding contemplated by Item 1119(b) of Regulation AB between a
Mortgage Loan Seller or the Trust, on the one hand, and the Trustee, any
Trustee Appointee or any Servicing Representative of the Trustee, on the
other hand; and
(xxii) to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the Subject
Securitization Transaction or the Trust Mortgage Loans contemplated by
Item 1119(c) of Regulation AB between a Mortgage Loan Seller or the Trust,
on the one hand, and the Trustee, any Trustee Appointee or any Servicing
Representative of the Trustee, on the other hand.
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in any relevant
jurisdiction.
"Uncertificated Accrued Interest": With respect to any Loan REMIC
Regular Interest for any Distribution Date, one-twelfth of the product of (a)
the annual Loan REMIC Remittance Rate applicable to such Loan REMIC Regular
Interest for such Distribution Date, multiplied by (b) the related Loan REMIC
Principal Balance outstanding immediately prior to such Distribution Date; and
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with respect to any REMIC I Regular Interest for any Distribution Date,
one-twelfth of the product of (a) the annual REMIC I Remittance Rate applicable
to such REMIC I Regular Interest for such Distribution Date, multiplied by (b)
the related REMIC I Principal Balance outstanding immediately prior to such
Distribution Date. Uncertificated Accrued Interest shall be calculated on a
30/360 Basis and, with respect to any REMIC I Regular Interest for any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.
"Uncertificated Distributable Interest": With respect to any Loan
REMIC Regular Interest for any Distribution Date, the Uncertificated Accrued
Interest in respect of such Loan REMIC Regular Interest for such Distribution
Date, reduced (to not less than zero) by the sum of (i) the portion of any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date attributable
to the related Trust Mortgage Loan and (ii) the amount of any Mortgage Deferred
Interest with respect to the related Trust Mortgage Loan for the Collection
Period that corresponds to such Distribution Date. With respect to any REMIC I
Regular Interest for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the sum of (i) the portion of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date that is allocable to
such REMIC I Regular Interest in accordance with Section 4.04(e) and (ii) the
portion of any Mortgage Deferred Interest that is allocable to such REMIC I
Regular Interest on such Distribution Date in accordance with Section 4.04(c).
"Uncovered Amount": With respect to any Master Servicer's Collection
Account, any Additional Trust Fund Expense, Nonrecoverable Advance or other item
that would be payable or reimbursable out of general funds (as opposed to a
specific source of funds) in such Collection Account pursuant to any of clauses
(ii)-(xx) of Section 3.05(a), but which cannot be so paid or reimbursed because
such general funds are insufficient to cover such payment or reimbursement;
provided that any such Additional Trust Fund Expense, Nonrecoverable Advance or
other item will be an Uncovered Amount only to the extent that such general
funds are insufficient to cover the payment or reimbursement thereof.
"Underlying Collection Period": With respect to any Outside Serviced
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, the applicable "Collection Period" under the related Outside Servicing
Agreement or any other applicable period under the related Outside Servicing
Agreement that is comparable to a Collection Period hereunder.
"Underwriter": Each of Citigroup Global Markets Inc., Banc of
America Securities LLC, Capmark Securities Inc., Xxxxxx Brothers Inc. and PNC
Capital Markets LLC and in each case, any successor in interest.
"United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.
"United States Tax Person": A citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, 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 United States Tax Persons have
the
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authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a) (30) of the Code (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996,
that are eligible to elect to be treated as United States Tax Persons).
"Unrestricted Servicer Reports": Each of the CMSA Total Loan Report,
CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and
Corrected Mortgage Loan Report, CMSA Loan Level Reserve/LOC Report, CMSA
Historical Liquidation Loss Template, CMSA Servicer Realized Loss Template, CMSA
REO Status Report and CMSA Advance Recovery Report and, from and after its
filing with the Commission, any item deemed to be an Unrestricted Servicer
Report in accordance with the definition of "Restricted Servicer Reports".
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates and the Floating Rate Certificates.
Ninety-six percent (96%) of the Voting Rights shall be allocated among the
various Classes of the Principal Balance Certificates in proportion to the
respective Class Principal Balances of such Classes of Certificates; provided
that, solely for the purpose of determining the respective Voting Rights of the
various Classes of Principal Balance Certificates, the aggregate Appraisal
Reduction Amount allocated to the respective Classes of the Principal Balance
Certificates or the respective Group FL REMIC II Regular Interests in accordance
with Section 4.04(d) shall be treated as Realized Losses with respect to the
calculation of the Class Principal Balances thereof; and provided, further, that
the aggregate Appraisal Reduction Amount shall not reduce the Class Principal
Balance of any Class for purposes of determining the Controlling Class, the
Controlling Class Representative or the Majority Controlling Class
Certificateholder. Four percent (4%) of the Voting Rights shall be allocated to
the Class X Certificates. The Class Y and Class R Certificates shall have no
voting rights. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in standard proportion to the Percentage
Interests evidenced by their respective Certificates. In addition, if either a
Master Servicer or the Special Servicer is the holder of any Certificate, then
such Master Servicer or the Special Servicer, in its capacity as a
Certificateholder, shall not have Voting Rights with respect to matters
concerning compensation affecting such Master Servicer or the Special Servicer,
as the case may be.
"Wachovia": Wachovia Bank, National Association or any successor in
interest.
"Weighted Average Net Mortgage Pass-Through Rate": With respect to
any Distribution Date, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the respective
Net Mortgage Pass-Through Rates applicable to the Trust Mortgage Loans and any
REO Trust Mortgage Loans for such Distribution Date, weighted on the basis of
their respective Stated Principal Balances immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date).
"WHFIT": A"Widely Held Fixed Investment Trust" as that term is
defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.
"WHFIT Regulations": Treasury Regulations section 1.671-5, as
amended.
"Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the second
paragraph of Section 3.11(c).
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"Workout Fee Rate": 1.0%.
"Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan as the
result of a Principal Prepayment thereon, not otherwise due thereon in respect
of principal or interest, which have been calculated (based on scheduled
payments on such Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan, as the
case may be) 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 Trust Mortgage Loan or Serviced Non-Trust Mortgage
Loan, the applicable 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 applicable Master Servicer shall be required to
use those U.S. Treasuries having maturity dates most closely approximating the
maturity of such Serviced Mortgage Loan. 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 Serviced
Mortgage Loan or the actual term remaining through the Maturity Date), the
applicable Master Servicer shall use the 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 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 = (12X {(1+"BEY"/2)^1/6}-1)
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) 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%.
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 as in effect from time
to time;
(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;
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(iv) a reference to a Subsection without further reference to
a Section is a reference to such Subsection as contained in the same
Section in which the reference appears, and this rule shall also apply to
Paragraphs and other subdivisions;
(v) the words "herein", "hereof", "hereunder", "hereto",
"hereby" and other words of similar import refer to this Agreement as a
whole and not to any particular provision;
(vi) the terms "include" and "including" shall mean without
limitation by reason of enumeration; and
(vii) for purposes of Section 3.13, Section 3.14 and Section
8.16, to the extent that the applicable Master Servicer has an obligation
to exercise "reasonable efforts" or "commercially reasonable efforts" to
cause a third party to perform, the applicable Master Servicer shall not
be required to bring any legal action against any such third party (to the
extent such party is or was a Designated Sub-Servicer) in connection with
such obligation.
SECTION 1.03 Calculation of LIBOR.
(a) With respect to each Class of Floating Rate Certificates, the
initial value of LIBOR shall be 5.32% per annum. Such value of LIBOR shall be
utilized in calculating (i) the subject Floating Rate II Swap Payment to be made
on the related Swap Payment Date in August 2007 and (ii) the Pass-Through Rate
with respect to each Class of Floating Rate Certificates for the Distribution
Date in August 2007.
(b) With respect to any Floating Rate Class, the value of LIBOR
applicable to the calculation of a Floating Rate II Swap Payment to be made on
the related Swap Payment Date in any particular calendar month subsequent to
August 2007, as well as the calculation of the Pass-Through Rate with respect to
such Floating Rate Class for the Distribution Date in such calendar month
(provided that no related Floating Rate Class Distribution Conversion is then in
effect), shall be determined by the Certificate Administrator (and promptly
reported to the related Swap Counterparty) on the related LIBOR Determination
Date in the preceding calendar month in accordance with the following
methodology: LIBOR shall equal the rate for deposits in U.S. Dollars, for a
period equal to one month, which appears on the Reuters Screen LIBOR01 Page as
of 11:00 a.m., London time, on the applicable LIBOR Determination Date. If that
rate does not appear on Reuters Screen LIBOR01 Page, LIBOR will 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 Certificate
Administrator to provide that bank's offered quotation of such rates at
approximately 11:00 a.m., London time, on the applicable LIBOR Determination
Date to prime banks in the London interbank market for a period of one month,
commencing on the first Distribution Date following the applicable LIBOR
Determination Date and in an amount that is representative for a single such
transaction in the relevant market at the relevant time. The Certificate
Administrator shall request the principal London office of any five major
reference banks in the London interbank market selected by the Certificate
Administrator to provide a quotation of those rates, as offered by each such
bank. If at least two such quotations are provided, LIBOR will be the arithmetic
mean of the quotations. If fewer than two quotations are provided as requested,
LIBOR will be the arithmetic mean of the rates quoted by major banks in New York
City selected by the Certificate Administrator, at approximately 11:00 a.m., New
York City time, on the applicable LIBOR Determination Date for loans in U.S.
Dollars to leading European banks for a period equal to one month, commencing on
the applicable LIBOR Determination Date and in an amount that is representative
for a
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single such transaction in the relevant market at the relevant time. The
determination of LIBOR by the Certificate Administrator will be binding absent
manifest error. "Reuters Screen LIBOR01 Page" means the display page currently
so designated on the Reuters Monitor Money Rates Service (or such other page as
may replace that page on that service for the purpose of displaying comparable
rates or prices).
SECTION 1.04 Certain Matters Regarding Early Defeasance Trust
Mortgage Loans.
Schedule IV hereto identifies those Trust Mortgage Loans, if any,
that are Early Defeasance Trust Mortgage Loans. If no Trust Mortgage Loan is
identified on Schedule IV hereto, then no Loan REMIC will be established, and
the provisions of this Agreement, to the extent (but only to the extent) that
they relate to Early Defeasance Trust Mortgage Loans and Loan REMICs, will not
apply to the Subject Securitization Transaction and, accordingly, except for
this Section 1.04 and the definitions of "Loan REMIC" and "Early Defeasance
Trust Mortgage Loan", will be of no force and effect.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Trust Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby establish four (4) common law trusts under the laws of the
State of New York, designated as (i) "Citigroup Commercial Mortgage Trust
2007-C6", in the case of the Mortgage Trust or all such trusts collectively, as
the context may require, (ii) "Class A-4FL Grantor Trust", in the case of
Grantor Trust A-4FL, (iii) "Class A-MFL Grantor Trust", in the case of Grantor
Trust A-MFL and (iv) "Class A-JFL Grantor Trust", in the case of Grantor Trust
A-JFL, and does hereby assign, sell, transfer, set over and otherwise convey to
the Trustee, in trust, without recourse, for the benefit of the
Certificateholders (and for the benefit of the other parties to this Agreement
as their respective interests may appear) all the right, title and interest of
the Depositor in, to and under (i) the Trust Mortgage Loans and all documents
included in the related Mortgage Files and Servicing Files, (ii) Sections 1, 2
and 3 (and to the extent related to the foregoing, Sections 8 through 17 and 19)
of each of the Mortgage Loan Purchase Agreements, (iii) each Co-Lender Agreement
and Outside Servicing Agreement with respect to the Trust Mortgage Loans and
(iv) all other assets included or to be included in the Trust Fund. Such
assignment includes all interest and principal received or receivable on or with
respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the
case of each Trust Mortgage Loan that is part of a Loan Combination, is subject
to the provisions of the corresponding Co-Lender Agreement. The Trustee, on
behalf of the Trust, assumes the rights and obligations of the holder of the
Mortgage Note for each LC Trust Mortgage Loan under the related Co-Lender
Agreement; provided that the applicable Master Servicer and the Special Servicer
shall, as further set forth in Article III, perform the servicing obligations of
the holder of the Mortgage Note for each SLC Trust Mortgage Loan under the
related Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the
related rights and property accomplished hereby is absolute and, notwithstanding
Section 11.07, is intended by the parties to constitute a sale.
The Trust Fund shall constitute the sole assets of the Trust. Except
as expressly provided herein, the Trust may not issue or invest in additional
securities, borrow money or make loans to other Persons. The fiscal year end of
the Trust shall be December 31.
(b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby (with, except in the case of the Outside Serviced Trust
Mortgage Loans, a copy to the applicable Master Servicer and Special Servicer),
as and when required by the applicable Mortgage Loan Purchase Agreement, the
Mortgage File for each Trust Mortgage Loan so assigned. None of the Trustee, any
Custodian, any Master Servicer or the Special Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the applicable Mortgage Loan Purchase Agreement and
this Section 2.01(b).
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(c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Trust Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan), any of the documents and/or instruments
referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of
the definition of "Mortgage File," with evidence of recording or filing, as
applicable, thereon, solely because of a delay caused by the public recording
office or filing office, as applicable, where such document or instrument has
been delivered for recordation or filing, as the case may be, the delivery
requirements of the related Mortgage Loan Purchase Agreement and Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File; provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller or by the title insurance company used by such Mortgage Loan Seller to
effect recording or filing to be a true and complete copy of the original
thereof submitted for recording or filing) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date, and either the
original of such non-delivered document or instrument, or a photocopy thereof,
with evidence of recording or filing, as applicable, thereon, is delivered to
the Trustee or such Custodian within 120 days of the Closing Date (or within
such longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as the applicable Mortgage
Loan Seller is, in good faith, attempting to obtain from the appropriate county
recorder's office or filing office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan),
any of the documents and/or instruments referred to in clauses (a)(ii),
(a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage
File," with evidence of recording or filing, as applicable, thereon, for any
other reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File; provided that a photocopy of such non-delivered document or instrument
(with evidence of recording or filing, as applicable, thereon) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date.
If, on the Closing Date as to any Trust Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan), the applicable Mortgage Loan Seller does
not deliver in complete and, if applicable, recordable form (except for any
missing recording information and, if delivered in blank, the name of the
assignee) any one of the assignments in favor of the Trustee referred to in
clause (a)(iv) or (a)(v) of the definition of "Mortgage File," the applicable
Mortgage Loan Seller may provisionally satisfy the delivery requirements of the
related Mortgage Loan Purchase Agreement and Section 2.01(b) by delivering with
respect to such Trust Mortgage Loan on the Closing Date an omnibus assignment of
such Trust Mortgage Loan; provided that all required original assignments with
respect to such Trust Mortgage Loan in fully complete and, if applicable,
recordable form (except for any missing recording information and, if delivered
in blank, the name of the assignee) shall be delivered to the Trustee or its
Custodian within 120 days of the Closing Date (or within such longer period as
the Trustee in its reasonable discretion may permit).
With respect to the Crossed Loans constituting a Crossed Group, the
existence of any document required to be in the Mortgage File of any Crossed
Loan in such Crossed Group which is the same document for all such Crossed Loans
shall be sufficient to satisfy the requirements of the related
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Mortgage Loan Purchase Agreement and Section 2.01(b) for delivery of such
document as a part of the Mortgage File of each of the other Crossed Loans in
such Crossed Group.
(d) The Depositor hereby represents and warrants that each
Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase
Agreement that it shall, at its own cost and expense, retain or cause to be
retained, a third party that shall, as to each Trust Mortgage Loan sold thereby,
cause to be submitted, for recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
each assignment of Mortgage, assignment of Assignment of Leases and assignment
of any other recordable documents relating to each such Trust Mortgage Loan in
favor of the Trustee referred to in clause (a)(iv)(A), (B) and (C),
respectively, of the definition of "Mortgage File" and each assignment of a UCC
Financing Statement in favor of the Trustee and referred to in clause (a)(viii)
of the definition of "Mortgage File".
Each such assignment of recordable documents referenced in the prior
paragraph shall reflect that the recorded original should be returned by the
public recording office to the Trustee or its designee following recording, and
each such UCC Financing Statement assignment shall reflect that the file copy
thereof should be returned to the Trustee or its designee following filing;
provided that in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, the
Trustee shall obtain therefrom a certified copy of the recorded original, at the
expense of the related Mortgage Loan Seller; and provided, further, that each
such assignment of recordable documents or UCC Financing Statement may reflect
that the recorded or filed original should be returned to the third party
retained by the related Mortgage Loan Seller, in which case, such third party
shall return such assignment to the Trustee or its designee following recording
or filing, as applicable. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Trustee shall direct the related Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement to promptly prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and thereafter the
Trustee shall upon receipt thereof cause the same to be duly recorded or filed,
as appropriate. Upon request, the Trustee shall forward to the applicable Master
Servicer a copy of each of the aforementioned recorded or filed assignments to
the extent that the Trustee has received a copy thereof and to the extent not
previously provided.
(e) All documents and records in the Servicing File in possession
of the Depositor or the Mortgage Loan Sellers (except draft documents,
attorney-client privileged communications, internal correspondence, credit
underwriting and due diligence analyses, credit committee briefs and memoranda,
internal approval documents and data, internal worksheets, memoranda,
communications and evaluations and other underwriting analysis of the Mortgage
Loan Sellers) that relate to, and are necessary for the servicing and
administration of, the Trust Mortgage Loans (other than the Outside Serviced
Trust Mortgage Loans) and that are not required to be a part of a Mortgage File
in accordance with the definition thereof (including any original letters of
credit), together with all Escrow Payments and Reserve Accounts in the
possession thereof that relate to the Trust Mortgage Loans (other than the
Outside Serviced Trust Mortgage Loans), shall be delivered to the applicable
Master Servicer or such other Person as may be directed by the applicable Master
Servicer (at the expense of the applicable Mortgage Loan Seller) within ten (10)
days (or, in the case of Escrow Payments and Reserve Accounts, two (2) Business
Days) after the Closing Date and shall be held by the applicable Master Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders
(and, in the case of a Trust Mortgage Loan that is part of a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust
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Mortgage Loan Noteholders); provided, however, that no Master Servicer shall
have any responsibility for holding documents created or maintained by the
Special Servicer hereunder and not delivered to such Master Servicer. The
Special Servicer may request the applicable Master Servicer to deliver a copy of
the Servicing File for any Serviced Mortgage Loan (other than a Specially
Serviced Mortgage Loan) at the expense of the Special Servicer.
(f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Trustee and each
Master Servicer on or before the Closing Date and hereby represents and warrants
that it has delivered a copy of a fully executed counterpart of each Mortgage
Loan Purchase Agreement, as in full force and effect on the Closing Date.
(g) Under generally accepted accounting principles in the United
States, upon the sale of Certificates representing at least 10% of the fair
value of all the Certificates to unaffiliated third parties, the Depositor shall
report: (i) its acquisition of the Trust Mortgage Loans from the respective
Mortgage Loan Sellers, pursuant to the respective Mortgage Loan Purchase
Agreements, as a purchase of the Trust Mortgage Loans from the respective
Mortgage Loan Sellers; and (ii) its transfer of the Trust Mortgage Loans to the
Trustee, pursuant to Section 2.01(a), as a sale of the Trust Mortgage Loans to
the Trustee. In connection with the foregoing, the Depositor shall cause all of
its records to reflect such acquisition as a purchase and such transfer as a
sale (in each case, as opposed to a secured loan).
After the Depositor's transfer of the Trust Mortgage Loans to the
Trustee pursuant to Section 2.01(a), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Trust Mortgage Loans.
(h) In addition, the Depositor shall deliver, on the Closing Date,
to the applicable Master Servicer for deposit in the related Collection Account,
the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any.
(i) Notwithstanding anything to the contrary in this Agreement,
Capmark will not transfer or convey to the Depositor, and the Depositor will not
transfer or convey to the Trust Fund, any Capmark Retained Rights (solely with
respect to the Capmark Trust Mortgage Loans), and accordingly, such Capmark
Retained Rights are being retained by Capmark.
SECTION 2.02 Acceptance of the Trust Fund by Trustee.
(a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File", the provisions of Section 2.01,
the further limitations on review provided for in Section 2.02(b), the fact that
as of the Closing Date the Trustee has only reviewed the Mortgage File for the
presence of the Mortgage Notes described in clauses (a)(i) and (b)(i) of the
definition of "Mortgage File", and the exceptions noted on the schedule of
exceptions in the form attached hereto as Schedule II, of (i) the Mortgage File
delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed
counterpart of the Swap Agreement and each of the Mortgage Loan Purchase
Agreements all in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and the other documents received by it that constitute portions of the Mortgage
Files, and that it holds and will hold the Trust Mortgage Loans and other assets
included in the Trust Fund, in trust for the exclusive use and benefit of all
present and future
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Certificateholders. The Trustee also acknowledges receipt of the portion of the
applicable Mortgage File specifically relating to each of the Serviced Non-Trust
Mortgage Loans and that, consistent with and subject to the related Co-Lender
Agreement, it holds and will hold such portion of such Mortgage File in trust
for the use and benefit of the related Serviced Non-Trust Mortgage Loan
Noteholder(s). The Trustee hereby certifies to each of the Depositor, the Master
Servicers, the Special Servicer and the related Mortgage Loan Seller that, with
respect to each Trust Mortgage Loan (except as identified in the schedule of
exceptions, which is in the form attached hereto as Schedule II), each of the
original executed Mortgage Notes as described in clauses (a)(i) and (b)(i) of
the definition of Mortgage File are in its possession. In addition, within 90
days after the Closing Date (and if any exceptions are noted, again every 90
days thereafter until the second anniversary of the Closing Date, and every 180
days thereafter until the fifth anniversary of the Closing Date, and thereafter
upon request by any party hereto, any Mortgage Loan Seller or the Majority
Controlling Class Certificateholder, the Trustee or the Custodian on its behalf
will review the Mortgage Files and the Trustee will deliver an updated exception
report to each of the Depositor, the Certificate Administrator, the Master
Servicers, the Special Servicer and the Mortgage Loan Sellers (with a copy to
the Majority Controlling Class Certificateholder). By virtue of its delivery of
an updated exception report, the Trustee shall be deemed to certify that, with
respect to each Trust Mortgage Loan listed in the Mortgage Loan Schedule, except
as specifically identified in the updated exception report, (i) without regard
to the proviso in the definition of "Mortgage File," all documents specified in
clauses (a)(i), (a)(ii), (a)(iv)(A), (a)(v) and (a)(vii), and, to the extent
provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee to be required, clauses (a)(iii), (a)(iv)(B), (a)(iv)(C),
(a)(vi), (a)(viii) and (a)(ix)(A) of the definition of "Mortgage File" (or, in
the case of the Outside Serviced Trust Mortgage Loans, in clauses (b)(i) through
(b)(iii) of the definition of "Mortgage File") are in its possession, (ii) all
documents delivered or caused to be delivered by the applicable Mortgage Loan
Seller constituting the related Mortgage File have been reviewed by it and
appear regular on their face and appear to relate to such Trust Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan
with respect to the items specified in clauses (v) and (vi)(C) of the definition
of "Mortgage Loan Schedule" is correct. Further, with respect to the documents
described in clause (a)(viii) of the definition of Mortgage File, the Trustee
may assume, for purposes of the certification delivered in this Section 2.02(a)
that the related Mortgage File should include one state level UCC Financing
Statement filing in the state of incorporation of the Mortgagor (or with respect
to any Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage
Loans) that has two or more Mortgagors, in the state of incorporation or
formation of each Mortgagor); provided, however, that to the extent the Trustee
has actual knowledge or is notified of any fixture or real property UCC
Financing Statement filed in the county of the state where the related Mortgaged
Property is located, the Trustee (or, if applicable, the third-party contractor
hired by the related Mortgage Loan Seller as contemplated by Section 2.01(d))
shall file an assignment to the Trust Fund with respect to such UCC Financing
Statement in the appropriate county recording office under the UCC at the
expense of the related Mortgage Loan Seller. The assignments of the UCC
Financing Statements to be assigned to the Trust Fund will be delivered by the
related Mortgage Loan Seller to the Trustee (or, if applicable, the third-party
contractor hired by the Mortgage Loan Seller as contemplated by Section 2.01(d))
on the new national forms, in form suitable for filing or recording, as
applicable, and completed pursuant to Revised Article IX of the UCC. The Trustee
(or, if applicable, the third-party contractor hired by the Mortgage Loan Seller
as contemplated by Section 2.01(d)) will submit such UCC Financing Statements
for filing in the state of incorporation of the related Mortgagor or the
recording office of each county where the related Mortgaged Property is located,
as applicable, as so indicated on the documents provided.
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(b) None of the Trustee, the Master Servicers, the Special
Servicer or any Custodian is under any duty or obligation to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Trust Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, enforceable, in recordable form, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.
(c) The Trustee, directly or through a Custodian retained by it,
shall: (i) provide for the safekeeping and preservation of the Mortgage Files
with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files
from its own assets and the assets retained by it for others; (iii) maintain
such Mortgage Files in secure and fire resistant facilities in compliance with
customary industry standards; (iv) maintain disaster recovery protocols to
ensure the preservation of such Mortgage Files in the event of force majeure;
and (v) track and monitor the receipt and movement internally and externally of
such Mortgage Files and any release and reinstatement thereof.
SECTION 2.03 Mortgage Loan Seller's Repurchase or Substitution
of Trust Mortgage Loans for Document Defects and
Breaches of Representations and Warranties.
(a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File has not been
properly executed, is missing (beyond the time period required for its delivery
hereunder), contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule, or
does not appear to be regular on its face (each, a "Document Defect"), or
discovers or receives notice of a breach of any representation or warranty
relating to any Trust Mortgage Loan set forth in the applicable Mortgage Loan
Purchase Agreement (a "Breach"), the party discovering such Document Defect or
Breach shall give to the other parties hereto, to the Majority Controlling Class
Certificateholder and to the Rating Agencies written notice of such Document
Defect or Breach (which notice, in respect of any obligation of the Trustee to
provide notice of a Document Defect, shall be deemed given by the delivery of
the certificate as required by Section 2.02(a)). Promptly upon becoming aware of
any Document Defect or Breach (including through such written notice provided by
any party hereto or the Majority Controlling Class Certificateholder as provided
above), if any party hereto determines that such Document Defect or Breach
materially and adversely affects the value of the affected Trust Mortgage Loan
or the interests of the Certificateholders therein, then such party shall notify
the applicable Master Servicer of such determination, and promptly after receipt
of such notice, the applicable Master Servicer shall, to the extent that it is
entitled to do so under the related Mortgage Loan Purchase Agreement, request in
writing (with a copy to the other parties hereto, the Majority Controlling Class
Certificateholder, the Rating Agencies and the Controlling Class Representative,
if different from the Majority Controlling Class Certificateholder) that the
applicable Mortgage Loan Seller, not later than 90 days from receipt of such
written request (or, in the case of a Document Defect or Breach relating to a
Trust Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions, not later than 90 days after any party to this Agreement
discovers such Document Defect or Breach, provided that the applicable Mortgage
Loan Seller receives such notice in a timely manner) (i) cure such Document
Defect or Breach, as the case may be, in accordance with Section 3 of the
applicable Mortgage Loan Purchase Agreement, (ii) repurchase the affected Trust
Mortgage Loan in accordance with Section 3 of the related Mortgage Loan Purchase
Agreement, or (iii) within two (2) years of the Closing Date, substitute a
Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan and pay
the applicable Master Servicer for deposit into its Collection Account any
Substitution Shortfall Amount in
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connection therewith in accordance with Section 3 of the applicable Mortgage
Loan Purchase Agreement; provided, however, that if such Document Defect or
Breach is capable of being cured but not within such 90-day period, such
Document Defect or Breach does not relate to the Trust Mortgage Loan not being
treated as a "qualified mortgage" within the meaning of the REMIC Provisions,
and the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Document Defect or Breach within such 90-day
period, the applicable Mortgage Loan Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute for the
related Trust Mortgage Loan); and provided, further, with respect to such
additional 90-day period, the applicable Mortgage Loan Seller shall have
delivered an Officer's Certificate to the Trustee (who shall forward a copy
thereof to the Certificate Administrator) setting forth what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof
and stating that the applicable Mortgage Loan Seller anticipates such Document
Defect or Breach will be cured within the additional 90-day period; and
provided, further, that if the cure of any Document Defect or Breach would
require an expenditure on the part of the applicable Mortgage Loan Seller in
excess of $10,000, then such Mortgage Loan Seller may, at its option, within the
time period provided above, elect to purchase or replace the affected Mortgage
Loan in accordance with Section 3 of the related Mortgage Loan Purchase
Agreement without attempting to cure such Document Defect or Breach, as the case
may be. For a period of two (2) years from the Closing Date, so long as there
remains any Mortgage File as to which there is any uncured Document Defect that
materially and adversely affects the value of the affected Trust Mortgage Loan
or the interests of the Certificateholders therein, and so long as the
applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant
to Section 3 of the applicable Mortgage Loan Purchase Agreement, the Trustee
shall on a quarterly basis prepare and deliver to the other parties a written
report as to the status of such uncured Document Defects as provided in this
Section 2.03(a). If the affected Trust Mortgage Loan is to be repurchased or
substituted, the applicable Master Servicer shall designate its Collection
Account as the account to which funds in the amount of the Purchase Price or the
Substitution Shortfall Amount, as applicable, are to be wired. Any such
repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan,
servicing released basis.
If (i) any Trust Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately preceding paragraph,
(ii) such Trust Mortgage Loan is a Crossed Loan, and (iii) the applicable
Document Defect or Breach does not constitute a Document Defect or Breach, as
the case may be, as to any other Crossed Loan in such Crossed Group (without
regard to this paragraph), then the applicable Document Defect or Breach, as the
case may be, will be deemed to constitute a Document Defect or Breach, as the
case may be, as to the other Crossed Loan(s) in the related Crossed Group for
purposes of this paragraph, and the related Mortgage Loan Seller will be
required to repurchase or substitute for such other Crossed Loan(s) in the
related Crossed Group as provided in the immediately preceding paragraph, unless
(x) such other Crossed Loan(s) satisfy the Crossed Loan Repurchase Criteria, (y)
the related Mortgage Loan Seller, at its expense, shall have furnished the
Trustee with an Opinion of Counsel that the repurchase of or substitution for
just the actually affected Crossed Loans, including, without limitation, any
modification relating to such repurchase or substitution, shall not cause an
Adverse REMIC Event, and (z) the repurchase of or substitution for just the
actually affected Crossed Loan shall satisfy all other criteria for repurchase
or substitution, as applicable, of Trust Mortgage Loans set forth herein. If the
conditions set forth in clauses (x), (y) and (z) of the prior sentence are
satisfied, then the applicable Mortgage Loan Seller may elect either to
repurchase or substitute for only the affected Crossed Loan as to which the
related Document Defect or Breach exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. Any reserve or other cash
collateral or letters of credit securing the Crossed
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Loans shall be allocated between such Trust Mortgage Loans in accordance with
the Trust Mortgage Loan documents or otherwise on a pro rata basis. Except as
otherwise provided in Section 3(d) of each Mortgage Loan Purchase Agreement, all
other terms of the Trust Mortgage Loans shall remain in full force and effect
without any modification thereof.
With respect to any Crossed Loan, to the extent that the applicable
Mortgage Loan Seller is required to repurchase or substitute for such Trust
Mortgage Loan in the manner prescribed in this Section 2.03(a) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Special Servicer (on behalf of the
Trust) will, as set forth in the related Mortgage Loan Purchase Agreement,
forbear from enforcing any remedies against the other's Primary Collateral but
each will be permitted to exercise remedies against the Primary Collateral
securing its respective Trust Mortgage Loans, including with respect to the
Trustee, the Primary Collateral securing Trust Mortgage Loans still held by the
Trustee, so long as such exercise does not materially impair the ability of the
other party to exercise its remedies against its Primary Collateral.
Notwithstanding the foregoing discussion, if any Trust Mortgage Loan
that is secured by multiple Mortgaged Properties is otherwise required to be
repurchased or substituted for as contemplated by this Section 2.03, as a result
of a Document Defect or Breach with respect to one or more such Mortgaged
Properties, the related Mortgage Loan Seller will not be required to effect a
repurchase or substitution of the subject Trust Mortgage Loan if:
(i) the affected Mortgaged Properties may be released
pursuant to the terms of any partial release provisions in the related
loan documents and such Mortgaged Properties are, in fact, released, and
to the extent not covered by the applicable release price required under
the related loan documents, the related Mortgage Loan Seller pays (or
causes to be paid) any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable
Master Servicer, the Special Servicer, the Trustee or the Trust Fund in
connection with such release;
(ii) the remaining Mortgaged Properties and any replacement
Mortgaged Property(ies) satisfy the property-specific requirements, if
any, set forth in the related loan documents and the applicable Mortgage
Loan Seller provides an opinion of counsel to the effect that such release
would not cause any REMIC Pool to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on prohibited transactions or
contributions after the Startup Day of any REMIC Pool under the Code; and
(iii) the related Mortgage Loan Seller obtains written
confirmation from each Rating Agency that the release will not result in a
qualification, downgrade or withdrawal of any of the then-current ratings
of the Certificates.
(b) In connection with any repurchase or substitution of one or
more Trust Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for Release (in the form of Exhibit D-1 attached hereto) of a Servicing
Officer of the applicable Master Servicer certifying as to the receipt of the
applicable Purchase Price(s) in its Collection Account (in the case of any such
repurchase) or the receipt of the applicable Substitution Shortfall Amount(s) in
its Collection Account and upon the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the
Custodian and the applicable Master Servicer, respectively (in the case of any
such
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substitution), (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it, in each case without recourse, representation
or warranty, as shall be necessary to vest in the applicable Mortgage Loan
Seller the legal and beneficial ownership of each repurchased Trust Mortgage
Loan or deleted Trust Mortgage Loan, as applicable, being released pursuant to
this Section 2.03, (ii) the Trustee, the Custodian, the applicable Master
Servicer, and the Special Servicer shall each tender to the applicable Mortgage
Loan Seller, upon delivery to each of them of a receipt executed by the
applicable Mortgage Loan Seller, all non-privileged portions of the Mortgage
File, the Servicing File and other documents pertaining to each such Trust
Mortgage Loan possessed by it, and (iii) the applicable Master Servicer and the
Special Servicer shall release to the applicable Mortgage Loan Seller any Escrow
Payments and Reserve Funds held by it in respect of such repurchased or deleted
Trust Mortgage Loan; provided that such tender by the Trustee or the Custodian
shall be conditioned upon its receipt from the applicable Master Servicer or the
Special Servicer of a Request for Release. Thereafter, the Trustee, the
Custodian, the applicable Master Servicer and the Special Servicer shall have no
further responsibility with regard to the related repurchased Trust Mortgage
Loan(s) or deleted Trust Mortgage Loan(s), as applicable, and the related
Mortgage File(s) and Servicing File(s). The applicable Master Servicer shall,
and is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the applicable Master Servicer and are necessary to
permit the applicable Master Servicer to do so. The applicable Master Servicer
shall indemnify the Trustee for any reasonable costs, fees, liabilities and
expenses incurred by the Trustee in connection with the negligent or willful
misuse by the applicable Master Servicer of such powers of attorney. At the time
a substitution is made, the related Mortgage Loan Purchase Agreement will
provide that the Mortgage Loan Seller shall deliver the related Mortgage File to
the Trustee and certify that the substitute Trust Mortgage Loan is a Qualified
Substitute Mortgage Loan.
(c) No substitution of a Qualified Substitute Mortgage Loan or
Loans may be made in any calendar month after the Determination Date for such
month. Periodic Payments due with respect to any Qualified Substitute Mortgage
Loan after the related Due Date in the month of substitution, or received with
respect to any replaced Trust Mortgage Loan on or prior to the related date of
substitution shall be part of the Trust Fund. Periodic Payments due with respect
to any Qualified Substitute Mortgage Loan on or prior to the related Due Date in
the month of substitution, or received with respect to any replaced Trust
Mortgage Loan after the related date of substitution, shall not be part of the
Trust Fund and will (to the extent received by the applicable Master Servicer)
be remitted by the applicable Master Servicer to the applicable Mortgage Loan
Seller promptly following receipt. Periodic Payments received with respect to
any repurchased Trust Mortgage Loan on or prior to the related date of
repurchase by the applicable Mortgage Loan Seller shall be part of the Trust
Fund, and Periodic Payments received with respect to any repurchased Trust
Mortgage Loan after the related date of repurchase by the applicable Mortgage
Loan Seller shall not be part of the Trust Fund and will (to the extent received
by the applicable Master Servicer) be remitted by the applicable Master Servicer
to the applicable Mortgage Loan Seller promptly following receipt.
(d) Each Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Trust Mortgage Loans purchased by the Depositor thereunder.
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(e) The Trustee with the cooperation of the Special Servicer (in
the case of Specially Serviced Trust Mortgage Loans) shall, for the benefit of
the Certificateholders, enforce the obligations of the Mortgage Loan Sellers
under Section 3 of the applicable Mortgage Loan Purchase Agreement.
(f) If a Mortgage Loan Seller incurs any expense in connection
with the curing of a Breach, which also constitutes a default under the related
Trust Mortgage Loan and is reimbursable thereunder from the related Mortgagor,
such Mortgage Loan Seller shall have a right, and shall be subrogated to the
rights of the Trustee and the Trust Fund under the Trust Mortgage Loan, to
recover the amount of such expenses from the related Mortgagor; provided,
however, that such Mortgage Loan Seller's rights pursuant to this Section
2.03(f) shall be junior, subject and subordinate to the rights of the Trustee,
the Trust Fund, the Certificate Administrator, the applicable Master Servicer
and the Special Servicer to recover amounts owed by the related Mortgagor under
the terms of such Trust Mortgage Loan, including, without limitation, the rights
to recover unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trustee, the Trust
Fund, the Certificate Administrator, the applicable Master Servicer or the
Special Servicer allocable to such Trust Mortgage Loan. The applicable Master
Servicer, or with respect to a Specially Serviced Mortgage Loan, the Special
Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard (at no
cost to the Trust Fund, the applicable Master Servicer or the Special Servicer,
as the case may be) but taking into account the subordinate nature of the
reimbursement to the Mortgage Loan Seller; provided, that the applicable Master
Servicer, or with respect to a Specially Serviced Mortgage Loan, the Special
Servicer determines in the exercise of its sole discretion consistent with the
Servicing Standard that such actions by it will not increase costs and expenses
to the Trust Fund and will not impair the applicable Master Servicer's and/or
the Special Servicer's collection or recovery of principal, interest and other
sums due with respect to the related Trust Mortgage Loan which would otherwise
be payable to the applicable Master Servicer, the Special Servicer, the Trustee,
the Trust Fund and/or the Certificateholders pursuant to the terms of this
Agreement; provided, further, that the applicable Master Servicer or, with
respect to a Specially Serviced Mortgage Loan, the Special Servicer, may waive
the collection of amounts due on behalf of the Mortgage Loan Seller in its sole
discretion in accordance with the Servicing Standard; and provided, further that
no such expenses shall be collected from the related Mortgagor and reimbursed to
the related Mortgage Loan Seller unless all amounts recoverable as specified
above are being recovered in full.
SECTION 2.04 Representations and Warranties of Depositor.
(a) The Depositor hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the Master
Servicers, the Special Servicer and the Certificate Administrator, as of the
Closing Date, that:
(i) the Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;
(ii) the execution and delivery of this Agreement by the
Depositor, and the performance and compliance with the terms of this
Agreement by the Depositor, will not violate the Depositor's certificate
of incorporation or bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets;
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(iii) the Depositor has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;
(iv) this Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Depositor, enforceable against the
Depositor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(v) the Depositor is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Depositor's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Depositor to perform its obligations under this Agreement or the
financial condition of the Depositor;
(vi) the transfer of the Trust Mortgage Loans to the Trustee
as contemplated herein requires no regulatory approval, other than any
such approvals as have been obtained, and is not subject to any bulk
transfer or similar law in effect in any applicable jurisdiction;
(vii) no litigation is pending or, to the best of the
Depositor's knowledge, threatened against the Depositor that, if
determined adversely to the Depositor, would prohibit the Depositor from
entering into this Agreement or that, in the Depositor's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Depositor to perform its obligations under this
Agreement or the financial condition of the Depositor;
(viii) the Depositor is not transferring the Trust Mortgage
Loans to the Trustee with any intent to hinder, delay or defraud its
present or future creditors;
(ix) the Depositor has been solvent at all relevant times
prior to, and will not be rendered insolvent by, its transfer of the Trust
Mortgage Loans to the Trustee pursuant to Section 2.01(a);
(x) after giving effect to its transfer of the Trust
Mortgage Loans to the Trustee pursuant to Section 2.01(a), the value of
the Depositor's assets, either taken at their present fair saleable value
or at fair valuation, will exceed the amount of the Depositor's debts and
obligations, including contingent and unliquidated debts and obligations
of the Depositor, and the Depositor will not be left with unreasonably
small assets or capital with which to engage in and conduct its business;
(xi) the Depositor does not intend to, and does not believe
that it will, incur debts or obligations beyond its ability to pay such
debts and obligations as they mature;
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(xii) no proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Depositor are pending or contemplated;
(xiii) except for any actions that are the express
responsibility of another party hereunder or under the Mortgage Loan
Purchase Agreements, and further except for actions that the Depositor is
expressly permitted to complete subsequent to the Closing Date, the
Depositor has taken all actions required under applicable law to
effectuate the transfer of its interests in the Trust Mortgage Loans to
the Trustee;
(xiv) immediately prior to the transfer of the Trust Mortgage
Loans to the Trustee pursuant to Section 2.01(a) (and assuming that the
Mortgage Loan Sellers transferred to the Depositor good and marketable
title to their respective Trust Mortgage Loans, free and clear of all
liens, claims, encumbrances and other interests), (A) the Depositor had
good and marketable title to, and was the sole owner and holder of, each
Trust Mortgage Loan; and (B) the Depositor has full right and authority to
sell, assign and transfer the Trust Mortgage Loans (subject to any
third-party servicing rights pertaining thereto); and
(xv) the Depositor is transferring the Trust Mortgage Loans
to the Trust Fund free and clear of any liens, pledges, charges and
security interests created by or through the Depositor.
(b) The representations and warranties of the Depositor set forth
in Section 2.04(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.
SECTION 2.05 Conveyance of Loan REMIC Regular Interests and
REMIC I Regular Interests; Acceptance of Loan REMIC,
REMIC I, REMIC II and Grantor Trusts by Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to: (a) the Loan REMIC
Regular Interests, together with any related rights and property to be included
in REMIC I, to the Trustee for the benefit of the Holders of the Class R
Certificates, insofar as such Certificates represent the sole class of residual
interests in REMIC I, and REMIC II, as the holder of the REMIC I Regular
Interests, (b) the REMIC I Regular Interests and the other rights and property
comprising REMIC II, to the Trustee for the benefit of the Holders of the Class
R Certificates, insofar as such Certificates represent the sole class of
residual interests in REMIC II, the Holders of the Regular Certificates and each
of Grantor Trust A-4FL, as the holder of the Class A-4FL REMIC II Regular
Interest, Grantor Trust A-MFL, as the holder of the Class A-MFL REMIC II Regular
Interest, and Grantor Trust A-JFL, as the holder of the Class A-JFL REMIC II
Regular Interest, (c) the Class A-4FL REMIC II Regular Interest and the other
property comprising Grantor Trust A-4FL, to the Trustee for the benefit of the
Holders of the Class A-4FL Certificates, (d) the Class A-MFL REMIC II Regular
Interest and the other property comprising Grantor Trust A-MFL, to the Trustee
for the benefit of the Holders of the Class A-MFL Certificates, and (e) the
Class A-JFL REMIC II Regular Interest and the other property comprising Grantor
Trust A-JFL, to the Trustee for the benefit of the Holders of the Class
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A-JFL Certificates. The Trustee acknowledges the assignment to it of the
respective assets, rights and other property comprising the REMIC Pools, Grantor
Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y, and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Holders of: (i) in the case of the REMIC
Pools, the Regular Certificates and the Class R Certificates; (ii) in the case
of Grantor Trust Y, the Class Y Certificates; (iii) in the case of Grantor Trust
A-4FL, the Class A-4FL Certificates; (iv) in the case of Grantor Trust A-MFL,
the Class A-MFL Certificates; and (v) in the case of Grantor Trust A-JFL, the
Class A-JFL Certificates.
SECTION 2.06 Issuance of Loan REMIC Interests and REMIC I
Interests.
Concurrently with the assignment to the Trustee of the Trust
Mortgage Loans (exclusive of any related Additional Interest) and, upon issuance
thereof, the Loan REMIC Regular Interests, and in exchange therefor, the Trustee
acknowledges the issuance of the Loan REMIC Regular Interests, the REMIC I
Regular Interests, and the sole class of residual interests in each of the Loan
REMICs and REMIC I (which will be evidenced by the Class R Certificates), to or
upon the order of the Depositor.
SECTION 2.07 Execution, Authentication and Delivery of
Certificates.
Concurrently with the assignments from the Depositor to the Trustee
contemplated by this Article II, and in exchange therefor, and pursuant to the
written request of the Depositor, executed by an affiliate of the Depositor, the
Certificate Administrator, as Certificate Registrar, has executed, and the
Certificate Administrator, as Authenticating Agent, has authenticated and
delivered to or upon the order of the Depositor, the Certificates in authorized
denominations, evidencing directly or indirectly the entire beneficial ownership
of the Trust Fund. The rights of the holders of the respective Classes of
Certificates to receive distributions from the proceeds of the Trust Fund in
respect of their Certificates, and all ownership interests evidenced by the
respective Classes of Certificates in such distributions, shall be as set forth
in this Agreement. The Class R Certificates will represent the sole class of
residual interest in REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01 Administration of the Serviced Mortgage Loans.
(a) Each of the Master Servicers and the Special Servicer shall
service and administer the Serviced Mortgage Loans that each is obligated to
service and administer pursuant to this Agreement on behalf of the Trustee, for
the benefit of the Certificateholders (or, in the case of any Serviced Loan
Combination, for the benefit of the Certificateholders and the related Serviced
Non-Trust Mortgage Loan Noteholder(s), taking into consideration the
subordination of the related B-Note Non-Trust Mortgage Loan(s) as set forth in
the related Co-Lender Agreement), in accordance with any and all applicable
laws, the terms of this Agreement, the terms of the respective Serviced Mortgage
Loans and any and all intercreditor, co-lender and similar agreements and, to
the extent consistent with the foregoing, in accordance with the Servicing
Standard. With respect to each Serviced Loan Combination, in the event of a
conflict between this Agreement and the related Co-Lender Agreement, such
Co-Lender Agreement shall control; provided, however, that in no event shall a
Master Servicer or the Special Servicer take any action or omit to take any
action in accordance with the terms of any Co-Lender Agreement that would cause
such servicer to violate the Servicing Standard, applicable law, the Grantor
Trust Provisions or the REMIC Provisions. Without limiting the foregoing, and
subject to Section 3.21, (i) Master Servicer No. 1 shall service and administer
all LaSalle Trust Mortgage Loans (exclusive of the Ala Moana Portfolio Trust
Mortgage Loan and the IAC Industrial Portfolio Trust Mortgage Loans) and any
related Serviced Non-Trust Mortgage Loans that are not Specially Serviced
Mortgage Loans, (ii) Master Servicer No. 2 shall service and administer all PNC
Trust Mortgage Loans, all Citigroup Trust Mortgage Loans (exclusive of the
AmeriCold Portfolio Trust Mortgage Loan), the IAC Industrial Portfolio Trust
Mortgage Loans and any related Serviced Non-Trust Mortgage Loans that are not
Specially Serviced Mortgage Loans; (iii) Master Servicer No. 3 shall service and
administer all Capmark Trust Mortgage Loans and any related Serviced Non-Trust
Mortgage Loans that are not Specially Serviced Mortgage Loans, and (iv) the
Special Servicer shall service and administer each Specially Serviced Mortgage
Loan and Administered REO Property and shall render such services with respect
to all Serviced Mortgage Loans and Administered REO Properties as are
specifically provided for herein; provided that Master Servicer No. 1 shall
continue to receive payments, make all calculations, and prepare, or cause to be
prepared, all reports required hereunder with respect to those LaSalle Trust
Mortgage Loans (exclusive of the Ala Moana Portfolio Trust Mortgage Loan and the
IAC Industrial Portfolio Trust Mortgage Loans) and any related Serviced
Non-Trust Mortgage Loans that are Specially Serviced Mortgage Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no
Servicing Transfer Event had occurred, and with respect to the related
Administered REO Properties (and any related REO Mortgage Loans), as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and Administered REO Properties (and with
respect to the Ala Moana Portfolio Trust Mortgage Loan and any successor REO
Trust Mortgage Loan with respect thereto) as are specifically provided for
herein; and provided, further, that Master Servicer No. 2 shall continue to
receive payments, make all calculations, and prepare, or cause to be prepared,
all reports required hereunder with respect to those PNC Trust Mortgage Loans,
Citigroup Trust Mortgage Loans (exclusive of the AmeriCold Portfolio Trust
Mortgage Loan), IAC Industrial Portfolio Trust Mortgage Loans and any related
Serviced Non-Trust Mortgage Loans that are Specially Serviced Mortgage Loans,
except for the reports specified
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herein as prepared by the Special Servicer, as if no Servicing Transfer Event
had occurred, and with respect to the related Administered REO Properties (and
any related REO Mortgage Loans), as if no REO Acquisition had occurred, and to
render such incidental services with respect to such Specially Serviced Mortgage
Loans and Administered REO Properties (and with respect to the AmeriCold
Portfolio Trust Mortgage Loan and any successor REO Trust Mortgage Loan with
respect thereto) as are specifically provided for herein; and provided, further,
that Master Servicer No. 3 shall continue to receive payments, make all
calculations, and prepare, or cause to be prepared, all reports required
hereunder with respect to those Capmark Trust Mortgage Loans and any related
Serviced Non-Trust Mortgage Loans that are Specially Serviced Mortgage Loans,
except for the reports specified herein as prepared by the Special Servicer, as
if no Servicing Transfer Event had occurred, and with respect to the related
Administered REO Properties (and any related REO Mortgage Loans), as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and Administered REO Properties as are
specifically provided for herein; and provided, further, that no Master Servicer
shall be liable for its failure to comply with such duties insofar as such
failure results from a failure by the Special Servicer to provide sufficient
information to the subject Master Servicer to comply with such duties or failure
by the Special Servicer to otherwise comply with its obligations hereunder. All
references herein to the respective duties of the Master Servicers and the
Special Servicer, and to the areas in which they may exercise discretion, shall
be subject to Section 3.21. Master Servicer No. 1 shall be the applicable Master
Servicer with respect to the LaSalle Trust Mortgage Loans (and any related
Serviced Non-Trust Mortgage Loans, but exclusive of the IAC Industrial Portfolio
Trust Mortgage Loans) and any REO Properties related to, and any successor REO
Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No.
2 shall be the applicable Master Servicer with respect to the PNC Trust Mortgage
Loans (and any related Serviced Non-Trust Mortgage Loans), the Citigroup Trust
Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans), the IAC
Industrial Portfolio Trust Mortgage Loans and any REO Properties related to, and
any successor REO Mortgage Loans in respect of, the foregoing mortgage loans.
Master Servicer No. 3 shall be the applicable Master Servicer with respect to
the Capmark Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage
Loans), and any REO Properties related to, and any successor REO Mortgage Loans
in respect of, the foregoing mortgage loans.
(b) Subject to Section 3.01(a), Section 6.11, Section 6.12 and
Section 6.13, the Master Servicers and the Special Servicer each shall have full
power and authority, acting alone (or, pursuant to Section 3.22, through one or
more Sub-Servicers), to do or cause to be done any and all things in connection
with such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicers
and the Special Servicer, in its own name, with respect to each of the Serviced
Mortgage Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee and, pursuant to any Co-Lender Agreement, by the
related Serviced Non-Trust Mortgage Loan Noteholder(s), to execute and deliver,
on behalf of the Certificateholders, the Trustee and each such Serviced
Non-Trust Mortgage Loan Noteholder or any of them, (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral,
(ii) in accordance with the Servicing Standard and subject to Section 3.20,
Section 6.11, Section 6.12 and Section 6.13, any and all modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File, (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge, or assignment, and all
other comparable instruments and (iv) pledge agreements and other defeasance
documents in connection with a defeasance
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contemplated pursuant to Section 3.20(g). Subject to Section 3.10, the Trustee
shall, at the written request of the applicable Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the applicable Master Servicer or the Special Servicer that are
necessary or appropriate to enable them to carry out their servicing and
administrative duties hereunder; provided, however, that the Trustee shall not
be held liable for any misuse of any such power of attorney by a Master Servicer
or the Special Servicer. Notwithstanding anything contained herein to the
contrary, neither a Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name (or, in the case of a Serviced Non-Trust Mortgage Loan,
solely under the related Serviced Non-Trust Mortgage Loan Noteholder's name)
without indicating such Master Servicer's or the Special Servicer's, as
applicable, representative capacity; or (ii) take any action with the intent to
cause, and that actually causes, the Trustee to be registered to do business in
any state.
(c) The relationship of each of the Master Servicers and the
Special Servicer to each of the Trustee and the Certificate Administrator, and
the relationship of the Trustee and the Certificate Administrator to each other,
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venture, partner or agent. Unless the same
Person acts as both a Master Servicer and the Special Servicer, such Master
Servicer shall not be responsible for the actions of or failure to act by the
Special Servicer and the Special Servicer shall not be responsible for the
actions of or the failure to act by such Master Servicer. Unless the same Person
acts as two or all of the Master Servicers, no Master Servicer shall be
responsible for the actions of or failure to act by any other Master Servicer.
(d) With respect to any Serviced Loan Combination, if at any time
neither the related SLC Trust Mortgage Loan nor any interest in any related SLC
REO Property is part of the Trust Fund, the applicable Master Servicer and the
Special Servicer shall, upon request of the holder of the Mortgage Note for the
related SLC Trust Mortgage Loan, continue to service and administer such
Serviced Loan Combination or any related SLC REO Property as and to the extent
contemplated by the related Co-Lender Agreement; provided that no such servicer
shall thereafter have any obligations to make P&I Advances with respect to such
mortgage loan.
SECTION 3.02 Collection of Trust Mortgage Loan Payments.
(a) The Master Servicers and the Special Servicer shall each
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Serviced Mortgage
Loans it is obligated to service hereunder and shall, to the extent such
procedures shall be consistent with this Agreement, follow such collection
procedures in accordance with the Servicing Standard; provided, however, nothing
herein shall be construed as an express or implied guarantee by a Master
Servicer or the Special Servicer of collectability; and provided, further, that
with respect to the ARD Trust Mortgage Loans, so long as the related Mortgagor
is in compliance with each provision of the related Trust Mortgage Loan
documents, the applicable Master Servicer and the Special Servicer (including
the Special Servicer in its capacity as a Certificateholder) shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Additional Interest or principal in excess of the principal
component of the constant Periodic Payment, other than requests for collection,
until the maturity date of the related Trust Mortgage Loan (provided that the
applicable Master Servicer or the Special Servicer, as the case may be, may take
action to enforce the Trust Fund's right to apply excess cash flow to principal
in accordance with the
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terms of the Trust Mortgage Loan documents). Consistent with the foregoing and
subject to Section 3.20, the Special Servicer, with regard to a Specially
Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a
Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive
any Penalty Interest or late payment charge in connection with any payment on a
Serviced Mortgage Loan.
All amounts collected in respect of any Serviced Mortgage Loan in
the form of payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation Proceeds are of the nature described in clauses (i) through (iii) of
the definition thereof) or Insurance Proceeds shall be applied to either amounts
due and owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note, loan agreement (if any) and
Mortgage (and, with respect to any Serviced Loan Combination, the provisions of
the related Co-Lender Agreement) or, if required pursuant to the express
provisions of the related Mortgage (including as such may be modified), or as
determined by the applicable Master Servicer or the Special Servicer in
accordance with the Servicing Standard, to the repair or restoration of the
related Mortgaged Property, and, with respect to each Serviced Mortgage Loan
that is a Trust Mortgage Loan, in the absence of such express provisions, shall
be applied for purposes of this Agreement: first, as a recovery of any related
and unreimbursed Advances; second, as a recovery of Nonrecoverable Advances
(including interest on such Nonrecoverable Advance) that were paid from
collections on the other Trust Mortgage Loans and/or REO Trust Mortgage Loans
and resulted in principal distributed to the Certificateholders being reduced
pursuant to Section 3.05(a) hereof; third, as a recovery of accrued and unpaid
interest at the related Mortgage Rate on such Trust Mortgage Loan, to the extent
such amounts have not been previously advanced, and exclusive of any portion
thereof that constitutes Additional Interest; fourth, as a recovery of principal
of such Trust Mortgage Loan then due and owing, to the extent such amounts have
not been previously advanced, including, without limitation, by reason of
acceleration of the Trust Mortgage Loan following a default thereunder; fifth,
in accordance with the normal servicing practices of the applicable Master
Servicer, as a recovery of any other amounts then due and owing under such Trust
Mortgage Loan (other than Additional Interest), including, without limitation,
Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; sixth, as a
recovery of any remaining principal of such Trust Mortgage Loan to the extent of
its entire remaining unpaid principal balance; and seventh, with respect to any
ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of
any unpaid Additional Interest. All amounts actually received by the Trust with
respect to the Outside Serviced Trust Mortgage Loans shall be allocated among
interest, principal and/or prepayment consideration due thereon in accordance
with the terms of any distribution date statement or servicer report received
from the respective Outside Servicers with respect to such Outside Serviced
Trust Mortgage Loans and, in the absence of any such statement or report, in
accordance with the related Co-Lender Agreement and, in the absence of any
allocation in the related Co-Lender Agreement, in accordance with the preceding
sentences as if the subject Trust Mortgage Loan was a Serviced Trust Mortgage
Loan (but with interest net of related Outside Servicing Fees). All amounts
collected on any Trust Mortgage Loan in the form of Liquidation Proceeds of the
nature described in clauses (iv) through (ix) of the definition thereof and
Substitution Shortfall Amounts shall be deemed to be applied: first, as a
recovery of any related and unreimbursed Advances; second, as a recovery of
Nonrecoverable Advances (including interest on such Nonrecoverable Advance) that
were paid from collections on the other Trust Mortgage Loans and/or REO Trust
Mortgage Loans and resulted in principal distributed to the Certificateholders
being reduced pursuant to Section 3.05(a) hereof; third, as a recovery of
accrued and unpaid interest at the related Mortgage Rate on such Trust Mortgage
Loan (net, in the case of the Outside Serviced Trust Mortgage
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Loans, of related Outside Servicing Fees) to but not including the Due Date in
the Collection Period (or, in the case of an Outside Serviced Trust Mortgage
Loan, the Underlying Collection Period) of receipt, to the extent such amounts
have not been previously advanced, and exclusive of any portion thereof that
constitutes Additional Interest; fourth, as a recovery of principal, to the
extent such amounts have not been previously advanced, of such Trust Mortgage
Loan to the extent of its entire unpaid principal balance; and fifth, with
respect to any ARD Trust Mortgage Loan after its Anticipated Repayment Date, as
a recovery of any unpaid Additional Interest; provided that Reserve Collateral
(and proceeds thereof) shall not be applied in accordance with the foregoing
provisions of this Section 2.04(a) unless and until such amounts are transferred
to the Collection Account, and deemed to constitute Liquidation Proceeds in
respect of such Trust Mortgage Loan, in accordance with Section 3.26(p). No such
amounts shall be applied to the items constituting additional servicing
compensation as described in the first sentence of either Section 3.11(b) or
3.11(d) unless and until all principal and interest then due and payable on such
Trust Mortgage Loan has been collected. Amounts collected on any REO Trust
Mortgage Loan or REO Serviced Non-Trust Mortgage Loan shall be deemed to be
applied in accordance with the respective definitions thereof. The provisions of
this paragraph with respect to the application of amounts collected on any Trust
Mortgage Loan shall not alter in any way the right of a Master Servicer, the
Special Servicer or any other Person to receive payments from the Collection
Accounts as set forth in Section 3.05(a) or from an SLC Custodial Account as set
forth in Section 3.05(e) from amounts so applied.
(b) Promptly following the Closing Date, in the case of each
Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice,
substantially in the form of Exhibit R hereto, to the related Outside Master
Servicer, stating that, as of the Closing Date, the Trustee is the holder of
such Outside Serviced Trust Mortgage Loan and directing the related Outside
Master Servicer to remit to the applicable Master Servicer all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to
the applicable Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to, the holder of such Outside Serviced Trust Mortgage
Loan under the related Co-Lender Agreement and the related Outside Servicing
Agreement; provided that, with respect to the Ala Moana Portfolio Trust Mortgage
Loan or the AmeriCold Portfolio Trust Mortgage Loan, as applicable, if the
Trustee is able to request the day on which such remittances are to be made each
month, then the Trustee shall request that such remittances be made on the
Business Day following the Determination Date in each month (or the earliest
possible date thereafter, but in any event prior to the Distribution Date in
each month); and provided, further, that, with respect to the Ala Moana
Portfolio Trust Mortgage Loan or the AmeriCold Portfolio Trust Mortgage Loan, as
applicable, if the related Outside Master Servicer and the applicable Master
Servicer are not both the same entity, and if the timing of monthly remittances
with respect to any Outside Serviced Mortgage Loans will be such that the
applicable Master Servicer will be unable to timely forward such remittances to
the Certificate Administrator, then the Trustee shall request that such
remittances be made directly to the Certificate Administrator, for deposit in
the Distribution Account, except that the Certificate Administrator shall
forward to the applicable Master Servicer for deposit in its Collection Account
that portion of such remittances that would have been permitted to be withdrawn
from such Collection Account pursuant to any of clauses (ii)-(xxi) of Section
3.05(a) if such portion had been on deposit in such Collection Account. The
applicable Master Servicer (or, if applicable, the Certificate Administrator)
shall promptly deposit into its Collection Account (or, if applicable, the
Distribution Account) all amounts received by it from any Outside Servicer or
any other party under the related Outside Servicing Agreement and/or the related
Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan,
the related Mortgaged Property or any related
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REO Property. In connection with the foregoing, with respect to each Outside
Serviced Trust Mortgage Loan, the applicable Master Servicer (or, if applicable,
the Certificate Administrator) shall provide the Outside Master Servicer wiring
instructions for remittances to such Master Servicer (or, if applicable, the
Certificate Administrator). In the event that, during any calendar month, the
applicable Master Servicer (or, if applicable, the Certificate Administrator)
fails to so receive any amounts due to the holder of an Outside Serviced Trust
Mortgage Loan under the related Co-Lender Agreement and/or the related Outside
Servicing Agreement by the close of business on the applicable remittance date
in such calendar month, then such Master Servicer (or, if applicable, the
Certificate Administrator) shall promptly (i) notify the related Outside Master
Servicer and any related Outside Trustee that such amounts due with respect to
such Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto have not been received (specifying the amount of such
deficiency), (ii) make inquiry of the related Outside Master Servicer and any
related Outside Trustee (and, to the extent learned, inform the Trustee and
either the Certificate Administrator, if the applicable Master Servicer is
making the inquiry, or the applicable Master Servicer, if the Certificate
Administrator is making the inquiry) as to the reason that such amounts have not
been timely received, (iii) as and to the extent appropriate, request that the
related Outside Master Servicer promptly remedy such failure to make a payment
and (iv) make (or, in the case of the Certificate Administrator, direct the
applicable Master Servicer to make) a P&I Advance with respect to such amounts
as and if required by the terms of this Agreement in accordance with Section
4.03 (but only to the extent that the failure to receive such payments from the
related Outside Master Servicer was as a result of the related Outside Servicers
not receiving those payments). Further, in accordance with Section 4.03, in the
event that the applicable Master Servicer fails to make such P&I Advance with
respect to an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, then the Trustee or, if it fails to do so,
any Fiscal Agent, shall make such P&I Advance. Notwithstanding anything herein
to the contrary, all amounts received from an Outside Servicer with respect to
an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto during the period following the Determination Date through
and including the P&I Advance Date in any calendar month shall, for purposes of
calculating distributions on the Certificates (including the Available
Distribution Amount and the Principal Distribution Amount for the applicable
Distribution Date, as well as the amount of required P&I Advances and the amount
to be remitted by the applicable Master Servicer to the Certificate
Administrator on the applicable P&I Advance Date), be deemed to have been
received by the Trust during the Collection Period ending on such Determination
Date, if and to the extent that such amounts are actually received by the
applicable Master Servicer no later than 2:00 p.m., New York City time, on the
first P&I Advance Date following the end of such Collection Period or by the
Certificate Administrator no later than the close of business, New York City
time, on the first P&I Advance Date following the end of such Collection Period;
provided that, if and to the extent that such amounts are not actually so
received by the applicable Master Servicer as of 2:00 p.m., New York City time,
on the first P&I Advance Date following the end of such Collection Period or by
the Certificate Administrator no later than the close of business, New York City
time, on the first P&I Advance Date following the end of such Collection Period,
then such amounts shall be deemed received, for such purposes, during such other
Collection Period that they are actually so received by the applicable Master
Servicer or the Certificate Administrator.
(c) Within 60 days after the later of (i) the Closing Date and
(ii) the applicable Master Servicer's receipt of the applicable letter of
credit, the applicable Master Servicer shall notify each provider of a letter of
credit for each Serviced Trust Mortgage Loan identified as having a letter of
credit on the Mortgage Loan Schedule, that the Trust Fund in care of the
applicable Master Servicer on behalf
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of the Trustee for the benefit of the Certificateholders shall be the
beneficiary under each such letter of credit. If a draw upon a letter of credit
is needed before its transfer to the Trust Fund can be completed, the applicable
Mortgage Loan Seller shall draw upon such letter of credit for the benefit of
the Trust pursuant to written instructions from the applicable Master Servicer.
(d) In the event that a Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice from
the related Mortgagor that a Master Servicer or Special Servicer will be
receiving Additional Interest in any Collection Period, then such Master
Servicer or Special Servicer, as applicable, will promptly notify the
Certificate Administrator. Subject to the provisions of Section 3.02(a) hereof,
none of the Master Servicers, the Certificate Administrator or the Special
Servicer shall be responsible for any such Additional Interest not collected
after notice from the related Mortgagor.
(e) With respect to any Serviced Mortgage Loan in connection with
which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable
Serviced Mortgage Loan documents, the applicable Master Servicer shall, to the
extent consistent with the Servicing Standard, hold such escrows, letters of
credit and proceeds thereof as additional collateral and not apply such items to
reduce the principal balance of such Serviced Mortgage Loan unless otherwise
required to do so pursuant to the applicable Serviced Mortgage Loan documents.
SECTION 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.
(a) Each Master Servicer shall, as to all Serviced Mortgage Loans
as to which it is the Master Servicer, establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained, and shall administer such accounts in accordance with
the terms of the related loan documents; provided that, in the case of a
Serviced Loan Combination, if the related Servicing Account includes funds with
respect to any other Serviced Mortgage Loan, then such Master Servicer shall
clearly reflect any interest therein of the related Serviced Non-Trust Mortgage
Loan Noteholder. Each Servicing Account shall be an Eligible Account unless not
permitted by terms of applicable Trust Mortgage Loan documents. Withdrawals of
amounts so collected from a Servicing Account may be made in each case, to the
extent of amounts on deposit therein in respect of the related Serviced Mortgage
Loan (or, in the case of clauses (iv) and (v) below, to the extent of interest
or other income earned on such amounts) only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the
applicable Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent for any unreimbursed Servicing Advances; (iii) refund to Mortgagors any
sums as may be determined to be overages; (iv) pay interest, if required and as
described below, to Mortgagors on balances in the Servicing Account; (v) pay
itself interest and investment income on balances in the Servicing Account as
described in Section 3.06(b), if and to the extent not required by law or the
terms of the applicable Serviced Mortgage Loan to be paid to the Mortgagor; (vi)
following an event of default under the related Serviced Mortgage Loan, for such
other purposes as are consistent with the related Trust Mortgage Loan documents,
applicable law and the Servicing Standard; (vii) withdraw amounts deposited in
error; or (viii) clear and terminate the Servicing Account at the termination of
this Agreement in accordance with Section 9.01. To the extent permitted by law
or the applicable Serviced Mortgage Loan, funds in the Servicing Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06 and in accordance with the
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terms of the related Serviced Mortgage Loan documents. Each Master Servicer
shall pay or cause to be paid to the Mortgagors interest, if any, earned on the
investment of funds in Servicing Accounts maintained thereby, if required by law
or the terms of the related Serviced Mortgage Loan. If a Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding. The Servicing Accounts shall
not be considered part of the segregated pool of assets constituting any REMIC
Pool or any Transaction-Specific Grantor Trust.
(b) The applicable Master Servicer (for Serviced Mortgage Loans
other than (1) Specially Serviced Mortgage Loans and (2) REO Mortgage Loans) or
the Special Servicer (for Specially Serviced Mortgage Loans and for REO Mortgage
Loans that relate to an Administered REO Property) shall (i) maintain accurate
records with respect to the related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof and (ii) use reasonable efforts to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall
effect payment thereof prior to the applicable penalty or termination date and,
in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items. For
purposes of effecting any such payment for which it is responsible, the
applicable Master Servicer shall apply Escrow Payments (at the direction of the
Special Servicer for Specially Serviced Mortgage Loans and for REO Mortgage
Loans that relate to an Administered REO Property) as allowed under the terms of
the related Serviced Mortgage Loan, and if such Serviced Mortgage Loan does not
require the related Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the applicable Master Servicer shall, as to all Serviced Mortgage Loans, use
reasonable efforts consistent with the Servicing Standard to enforce the
requirement of the related Mortgage that the Mortgagor make payments in respect
of such items at the time they first become due, and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.
(c) Each Master Servicer shall, as to all Serviced Mortgage Loans
for which it is the Master Servicer, subject to Section 3.01(d), make a
Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments, penalties and other similar
items, (ii) ground rents (if applicable), and (iii) premiums on Insurance
Policies, in each instance if and to the extent Escrow Payments (if any)
collected from the related Mortgagor are insufficient to pay such item when due
and the related Mortgagor has failed to pay such item on a timely basis;
provided that a Master Servicer shall not make any Servicing Advance prior to
the penalty date or cancellation date, as applicable, if such Master Servicer
reasonably anticipates in accordance with the Servicing Standard that the
Mortgagor will pay such amount on or before the penalty date or cancellation
date; and provided, further, that a Master Servicer shall not be obligated to
make any Servicing Advance that would, if made, constitute a Nonrecoverable
Servicing Advance (although it may pay the item that such Servicing Advance was
to cover out of funds in its Collection Account (or, if applicable and there are
funds on deposit therein, an SLC Custodial Account) if it determines, and it
must pay such item out of funds in its Collection Account (or, if applicable and
there are funds on deposit therein, an SLC Custodial Account) if, in the case of
a Specially Serviced Mortgage Loan or Administered REO Property, the Special
Servicer determines (upon which determination such Master Servicer may
conclusively rely), that such payment would be in the best interests of the
Certificateholders (or, in the case of withdrawals from an SLC
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Custodial Account, would be in the best interests of the Certificateholders and
the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as a collective
whole). All such Servicing Advances or, as contemplated by the second proviso to
the preceding sentence, amounts withdrawn from a Collection Account (or, if
applicable and there are funds on deposit therein, an SLC Custodial Account)
shall be reimbursable in the first instance from collections from the related
Mortgagors, and further as provided in Section 3.05(a) (or, if applicable,
Section 3.05(e)). No costs incurred by a Master Servicer in effecting the
payment of real estate taxes, assessments and, if applicable, ground rents on or
in respect of any Mortgaged Properties shall, for purposes of this Agreement,
including, without limitation, the Certificate Administrator's calculation of
monthly distributions to Certificateholders, be added to the unpaid Stated
Principal Balances of the related Serviced Mortgage Loans, notwithstanding that
the terms of such Serviced Mortgage Loans so permit. The foregoing shall in no
way limit a Master Servicer's ability to charge and collect from the Mortgagor
such costs together with interest thereon at the Reimbursement Rate.
The Special Servicer shall give the applicable Master Servicer, the
Trustee and any Fiscal Agent not less than five (5) Business Days' notice with
respect to Servicing Advances to be made on any Specially Serviced Trust
Mortgage Loan or Administered REO Property, before the date on which the
applicable Master Servicer is required to make any Servicing Advance with
respect to a given Specially Serviced Trust Mortgage Loan or Administered REO
Property; provided, however, that only two (2) Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis (which may include, without limitation, Servicing Advances
required to make tax or insurance payments); and provided, further, that the
Special Servicer may, without any obligation to do so, elect to make the
Servicing Advance out of its own funds on an emergency basis. In addition, the
Special Servicer shall provide the applicable Master Servicer, the Trustee and
any Fiscal Agent with such information in its possession as the applicable
Master Servicer, the Trustee or such Fiscal Agent, as applicable, may reasonably
request to enable the applicable Master Servicer, the Trustee or such Fiscal
Agent, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the applicable Master Servicer make a Servicing Advance shall be
deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance and the applicable
Master Servicer shall be entitled to conclusively rely on such determination. On
the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the applicable Master Servicer the Special Servicer's
determination as to whether any Servicing Advance previously made or proposed to
be made with respect to a Trust Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance. The applicable Master Servicer, the Trustee
and any Fiscal Agent shall be entitled to conclusively rely on such a
determination by the Special Servicer and must rely on any such determination by
the Special Servicer that any Servicing Advance is or would be a Nonrecoverable
Servicing Advance.
If the applicable Master Servicer is required under any provision of
this Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days (or such shorter period as
may be required to avoid foreclosure of liens for delinquent real estate taxes
or a lapse in insurance coverage) after such Advance is required to be made,
then the Trustee shall, if a Responsible Officer of the Trustee has actual
knowledge of such failure on the part of the applicable Master Servicer, give
written notice of such failure to the applicable Master Servicer. If such
Servicing Advance is not made by the applicable Master Servicer within three (3)
Business Days after such notice, then (subject to a determination that such
Servicing Advance would not be a
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Nonrecoverable Servicing Advance) the Trustee (or a Fiscal Agent on its behalf)
shall make such Servicing Advance. Any failure by a Master Servicer to make a
Servicing Advance hereunder shall constitute an Event of Default by such Master
Servicer subject to and as provided in Section 7.01.
(d) In connection with its recovery of any Servicing Advance from
a Collection Account pursuant to Section 3.05(a), from a Servicing Account
pursuant to Section 3.03(a) or from an SLC Custodial Account pursuant to Section
3.05(e), as applicable, each of the Master Servicers, the Special Servicer, the
Trustee and the Fiscal Agent shall be entitled to receive, out of any amounts
then on deposit in the Collection Accounts or such SLC Custodial Account, as
applicable, any unpaid interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of such Servicing Advance (to
the extent made with its own funds) from the date made to but not including the
date of reimbursement such interest to be payable: first, out of late payment
charges and Penalty Interest Received by the Trust on the related Serviced
Mortgage Loan or Administered REO Property during the Collection Period in which
such reimbursement is made; and then, to the extent that such late payment
charges and Penalty Interest are insufficient, but only after or at the same
time the related Advance has been or is reimbursed pursuant to this Agreement,
from general collections on the Trust Mortgage Loans and REO Properties then on
deposit in the Collection Accounts; provided that interest on Servicing Advances
with respect to a Serviced Loan Combination or any related SLC Mortgaged
Property shall, to the maximum extent permitted under the related Co-Lender
Agreement, be payable out of amounts otherwise payable to the related Serviced
Non-Trust Mortgage Loan Noteholder(s) and/or payments received from the related
Serviced Non-Trust Mortgage Loan Noteholder(s) under the related Co-Lender
Agreement for such purpose. Subject to the fourth paragraph of Section 3.05(a),
each Master Servicer shall reimburse itself, the Special Servicer, the Trustee
and/or any Fiscal Agent, as applicable, for any outstanding Servicing Advance
made thereby as soon as practicable after funds available for such purpose have
been received by such Master Servicer, and in no event shall interest accrue in
accordance with this Section 3.03(d) on any Servicing Advance as to which the
corresponding Escrow Payment or other similar payment by the Mortgagor was
received by the applicable Master Servicer on or prior to the date the related
Servicing Advance was made.
(e) The determination by a Master Servicer or the Special Servicer
that a Nonrecoverable Servicing Advance has been made or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be made in accordance with the Servicing Standard and shall be evidenced
by an Officer's Certificate delivered promptly to the applicable Master Servicer
(if the Special Servicer is delivering such Officer's Certificate), the Special
Servicer (if the applicable Master Servicer is delivering such Officer's
Certificate), the Trustee, any Fiscal Agent, the Depositor and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), setting forth the basis for such determination, together with a
copy of any Appraisal (the cost of which may be paid out of the Collection
Accounts pursuant to Section 3.05(a)) or, in the case of a Serviced Loan
Combination, out of the related SLC Custodial Account pursuant to Section
3.05(e)) of the related Mortgaged Property or REO Property, as the case may be;
which Appraisal shall be conducted pursuant to Section 3.09(a) by the applicable
Master Servicer, or by or on behalf of the Special Servicer if the Serviced
Mortgage Loan is a Specially Serviced Mortgage Loan or, if no such Appraisal has
been performed, a copy of an Appraisal of the related Mortgaged Property or REO
Property, performed within the 12 months preceding such determination and the
party delivering such appraisal has no actual knowledge of a material adverse
change in the condition of the related Mortgaged Property that would draw into
question the applicability of such Appraisal, by an Independent Appraiser or
other expert in real estate matters, and further accompanied by related
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Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property and any engineers' reports, environmental
surveys or similar reports that the applicable Master Servicer or the Special
Servicer may have obtained and that support such determination. In making a
recoverability determination, the applicable Person will be entitled, but not
obligated, to consider (among other things) the obligations of the related
Mortgagor under the terms of the related Serviced Mortgage Loan as it may have
been modified, to consider (among other things) the related Mortgaged Property
in its "as is" or then current conditions and occupancies, as modified by such
Person's reasonable assumptions (in the case of a Master Servicer, consistent
with the Servicing Standard) regarding the possibility and effects of future
adverse change with respect to such Mortgaged Property, to estimate and consider
(among other things) future expenses, to estimate and consider (consistent with
the Servicing Standard) (among other things) the timing of recoveries, and to
consider the existence and amount of any outstanding Nonrecoverable Advances the
reimbursement of which is being deferred pursuant to Section 3.05(a), together
with (to the extent accrued and unpaid) interest on such Advances. In addition,
any such Person may update or change its recoverability determinations at any
time, and (in the case of a Master Servicer, consistent with the Servicing
Standard) the applicable Master Servicer and the Trustee each may obtain from
the Special Servicer any Appraisals or market value estimates or other
information in the Special Servicer's possession for such purposes.
The Trustee, any Fiscal Agent and the Master Servicers, in the case
of a Serviced Mortgage Loan or an Administered REO Property, shall conclusively
rely on any determination by the Special Servicer that a Servicing Advance, if
made, would be a Nonrecoverable Advance, and the Trustee and any Fiscal Agent
shall be entitled to rely, conclusively, on any determination by the applicable
Master Servicer that a Servicing Advance, if made, would be a Nonrecoverable
Advance; provided, however, that, if a Master Servicer has failed to make a
Servicing Advance for reasons other than a determination by such Master Servicer
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall
make such Servicing Advance within the time periods required by Section 3.03(c)
unless the Trustee in good faith, makes a determination that such Servicing
Advance would be a Nonrecoverable Advance; and provided, further, that, if the
Trustee fails to make such Servicing Advance for reasons other than a
determination by the Trustee that such Servicing Advance would be a
Nonrecoverable Advance, any Fiscal Agent shall make such Servicing Advance
within the time periods required by Section 3.03(c) unless such Fiscal Agent in
good faith, makes a determination that such Servicing Advance would be a
Nonrecoverable Advance.
(f) Each Master Servicer shall, as to all Serviced Mortgage Loans
for which it is the Master Servicer, establish and maintain, as applicable, one
or more accounts (the "Reserve Accounts"), into which all Reserve Funds, if any,
shall be deposited and retained; provided that, in the case of a Serviced Loan
Combination, if the related Reserve Account includes funds with respect to any
other Serviced Mortgage Loan, then the applicable Master Servicer shall clearly
reflect any interest therein of the related Serviced Non-Trust Mortgage Loan
Noteholder. Withdrawals of amounts so deposited with respect to any Serviced
Mortgage Loan may be made: (i) to pay for, or to reimburse the related Mortgagor
in connection with, the related environmental remediation, repairs and/or
capital improvements at the related Mortgaged Property if the repairs and/or
capital improvements have been completed, and such withdrawals are made in
accordance with the Servicing Standard and the terms of the related Mortgage
Note, Mortgage and any agreement with the related Mortgagor governing such
Reserve Funds and any other items for which such Reserve Funds were intended
pursuant to the loan documents; (ii) to pay the applicable Master Servicer
interest and investment income earned on amounts in the subject Reserve Account
as described below if permitted under the related Serviced Mortgage
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Loan documents; and (iii) following an event of default under such Serviced
Mortgage Loan, for such other purposes as are consistent with the related
Serviced Mortgage Loan documents, applicable co-lender and/or intercreditor
agreements, applicable law and the Servicing Standard. To the extent permitted
in the applicable Mortgage, funds in the Reserve Accounts to the extent invested
may be only invested in Permitted Investments in accordance with the provisions
of Section 3.06. All Reserve Accounts shall be Eligible Accounts. The Reserve
Accounts shall not be considered part of the segregated pool of assets
comprising any REMIC Pool or any Transaction-Specific Grantor Trust. Consistent
with the Servicing Standard, the applicable Master Servicer may waive or extend
the date set forth in any agreement governing such Reserve Funds by which the
required repairs and/or capital improvements at the related Mortgaged Property
must be completed.
SECTION 3.04 Collection Accounts, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest
Account, Distribution Account, SLC Custodial
Accounts, Floating Rate Account and Swap Collateral
Accounts.
(a) Each Master Servicer shall establish and maintain one or more
accounts (collectively, as to such Master Servicer and the Mortgage Loans as to
which it is acting as Master Servicer, the "Collection Account") to be held on
behalf of the Trustee in trust for the benefit of the Certificateholders. Each
Collection Account shall be an Eligible Account and shall be maintained as a
segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series and the other accounts of the related
Master Servicer. Each Master Servicer shall deposit or cause to be deposited in
its Collection Account, within two (2) Business Days of receipt of available
funds (in the case of payments by Mortgagors or other collections on the Trust
Mortgage Loans) or as otherwise required hereunder, the following payments and
collections received (including, in the case of Master Servicer No. 1 and Master
Servicer No. 2, amounts received by the Trust with respect to the Outside
Serviced Trust Mortgage Loans) or made by such Master Servicer or on its behalf
subsequent to the Cut-off Date (other than in respect of principal and interest
on the Trust Mortgage Loans due and payable on or before the Cut-off Date, which
payments shall be delivered promptly to the applicable Mortgage Loan Seller or
its designee, with negotiable instruments endorsed as necessary and appropriate
without recourse, and other than amounts received from Mortgagors which are to
be used to purchase defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:
(i) all payments on account of principal of the Trust
Mortgage Loans that are Serviced Mortgage Loans for which the subject
Master Servicer is responsible, including Principal Prepayments;
(ii) all payments on account of interest on the Trust
Mortgage Loans that are Serviced Mortgage Loans for which the subject
Master Servicer is responsible, including Additional Interest;
(iii) all Prepayment Premiums and Yield Maintenance Charges on
the Trust Mortgage Loans that are Serviced Mortgage Loans for which the
subject Master Servicer is responsible;
(iv) all Insurance Proceeds and Liquidation Proceeds received
in respect of any Trust Mortgage Loan that is a Serviced Mortgage Loan for
which the subject Master
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Servicer is responsible (including any such amounts representing
recoveries of Nonrecoverable Advances, including interest on such
Nonrecoverable Advances);
(v) in the case of Master Servicer No. 1 or Master Servicer
No. 2, as applicable, all or any portion of the remittances to the Trust
under the related Outside Servicing Agreement and/or the related Co-Lender
Agreement with respect to each Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loans with respect thereto (including any
amounts received in connection with any cure by the applicable Non-Trust
Mortgage Loan Noteholder in accordance with the related Co-Lender
Agreement) received by Master Servicer No. 1 or Master Servicer No. 2, as
the case may be, or received by the Certificate Administrator and remitted
to Master Servicer No. 1 or Master Servicer No. 2, as the case may be;
(vi) any amounts required to be deposited by the subject
Master Servicer pursuant to Section 3.06(b) in connection with losses
incurred with respect to Permitted Investments of funds held in its
Collection Account;
(vii) any amounts required to be deposited by the subject
Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses in respect of a Trust Mortgage Loan that is a
Serviced Mortgage Loan for which the subject Master Servicer is
responsible resulting from a deductible clause in a blanket hazard policy
or a force placed policy;
(viii) any amounts required to be transferred to the subject
Master Servicer's Collection Account from the Pool REO Account pursuant to
Section 3.16(c);
(ix) to the extent that they relate to a Trust Mortgage Loan
as to which the subject Master Servicer is acting as Master Servicer, any
amount in respect of Purchase Prices and Substitution Shortfall Amounts
pursuant to Section 2.03(b);
(x) any amount required to be deposited by the subject
Master Servicer pursuant to Section 3.19(a) in connection with Prepayment
Interest Shortfalls;
(xi) any amount paid by a Mortgagor to cover items for which
a Servicing Advance has been previously made and for which a Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as
applicable, has been previously reimbursed out of the subject Master
Servicer's Collection Account;
(xii) to the extent that they relate to a Trust Mortgage Loan
as to which the subject Master Servicer is acting as Master Servicer, any
amounts required to be deposited by the subject Master Servicer or the
Special Servicer pursuant to Section 3.11(b) and 3.11(d), respectively, to
pay unpaid interest on Advances and/or in connection with reimbursing the
Trust Fund for Additional Trust Fund Expenses, including, without
limitation, interest on Advances and the cost of inspections performed by
the Special Servicer pursuant to the first sentence of Section 3.12(a)
(but excluding Workout Fees, Liquidation Fees and Special Servicing Fees);
(xiii) to the extent that they relate to a Trust Mortgage Loan
as to which the subject Master Servicer is acting as Master Servicer, any
amounts (A) required to be transferred from any SLC Custodial Account
pursuant to Section 3.05(e) or (B) paid by the related Serviced
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Non-Trust Mortgage Loan Noteholder(s), in accordance with the related
Co-Lender Agreement, to reimburse the Trust;
(xiv) amounts paid by a mezzanine lender or any other
applicable Person in connection with curing a default under a Trust
Mortgage Loan for which the subject Master Servicer is acting as Master
Servicer; and
(xv) any Reserve Collateral or proceeds thereof required to
be transferred to the Collection Account pursuant to Section 3.26(p);
provided that, in the case of an SLC Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, subject to the related Co-Lender
Agreement, any amounts described in clauses (i)-(iv), (vii), (xi) and (xiv)
above required to be deposited in the related SLC Custodial Account pursuant to
Section 3.04(f), shall first be so deposited in the related SLC Custodial
Account and shall thereafter be transferred to the applicable Collection Account
only to the extent provided in Section 3.05(e).
The foregoing requirements for deposit in a Collection Account shall
be exclusive. Notwithstanding the foregoing, actual payments from Mortgagors in
the nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and
amounts that a Master Servicer or the Special Servicer is entitled to retain as
additional servicing compensation pursuant to Section 3.11(b) or Section
3.11(d), need not be deposited by a Master Servicer in its Collection Account.
If a Master Servicer shall deposit in its Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
such Collection Account, any provision herein to the contrary notwithstanding.
Each Master Servicer shall promptly deliver to the Special Servicer as
additional servicing compensation in accordance with Section 3.11(d), assumption
fees, late payment charges (to the extent not applied to pay interest on
Advances as provided in Sections 3.03(d) or 4.03(d) or to reimburse the Trust
for Additional Trust Fund Expenses, including, without limitation, interest on
Advances and the cost of inspections performed by the Special Servicer pursuant
to the first sentence of Section 3.12(a) (but excluding Workout Fees,
Liquidation Fees and Special Servicing Fees), as provided in Section 3.11(d))
and other transaction fees or other expenses received by such Master Servicer to
which the Special Servicer is entitled pursuant to Section 3.11(d) upon receipt
of a certificate of a Servicing Officer of the Special Servicer describing the
item and amount.
Upon receipt of any of the amounts described in clauses (i) through
(iv), (vii), (ix), (xi), (xii), (xiii)(B) and (xiv) of the last sentence of the
second preceding paragraph with respect to any Trust Mortgage Loan, the Special
Servicer shall promptly, but in no event later than one (1) Business Day after
receipt of available funds, remit such amounts (net of any reimbursable expenses
incurred by the Special Servicer) to or at the direction of the applicable
Master Servicer for deposit into the applicable Collection Account in accordance
with the second preceding paragraph or any applicable SLC Custodial Account in
accordance with Section 3.04(f), as applicable, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement. Any such amounts
received by the Special Servicer with respect to an Administered REO Property
shall be deposited by the Special Servicer into the related REO Account and
remitted to the applicable Master Servicer for deposit into the applicable
Collection Account or any applicable SLC Custodial Account, as the case may be,
pursuant to Section 3.16(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse such check
to the order of the applicable Master Servicer and shall deliver promptly, but
in no event later than
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three (3) Business Days after receipt, any such check to the applicable Master
Servicer by overnight courier, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason.
(b) The Certificate Administrator shall establish and maintain one
or more accounts (collectively, the "Distribution Account") to be held on behalf
of the Trustee in trust for the benefit of the Certificateholders. The
Distribution Account shall be an Eligible Account and shall be maintained as a
segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series and the other accounts of the
Certificate Administrator.
Each Master Servicer shall deliver to the Certificate Administrator
each month on or before 2:00 p.m. New York City time on the P&I Advance Date
therein, for deposit in the Distribution Account, an aggregate amount of
immediately available funds equal to that portion of the Available Distribution
Amount (calculated without regard to clauses (a)(ii), (a)(v), (b)(ii)(B) and
(b)(v) of the definition thereof) for the related Distribution Date then on
deposit in such Master Servicer's Collection Account, together with (i) any
other amounts then on deposit in such Master Servicer's Collection Account that
represent Prepayment Premiums, Yield Maintenance Charges and/or Additional
Interest Received by the Trust on the Trust Mortgage Loans during the related
Collection Period, and (ii) in the case of the final Distribution Date, any
additional amounts contemplated by the second or third, as applicable, paragraph
of Section 9.01.
In addition, each Master Servicer (and, if and when required, the
Trustee) shall, as and when required hereunder, deliver to the Certificate
Administrator for deposit in the Distribution Account any P&I Advances required
to be made by such Person in accordance with Section 4.03(a).
The Certificate Administrator shall, upon receipt, deposit in the
Distribution Account any and all amounts received by the Certificate
Administrator that are required by the terms of this Agreement to be deposited
therein.
The Certificate Administrator shall, as and when required, deposit
in the Distribution Account any amounts required to be so deposited by the
Certificate Administrator pursuant to Section 3.06(b) in connection with losses
incurred with respect to Permitted Investments of funds in the Distribution
Account.
(c) The Certificate Administrator shall establish and maintain one
or more accounts (collectively, the "Interest Reserve Account"), on behalf of
and for the benefit of the Certificateholders. The Interest Reserve Account
shall be an Eligible Account and shall be maintained as a segregated account,
separate and apart from trust funds created for mortgage pass-through
certificates of other series and the other accounts of the Certificate
Administrator; provided that, subject to Section 3.04(h), the Interest Reserve
Account may be a sub-account of the Distribution Account. On or before each
Distribution Date in February and, during each year that is not a leap year,
January, the Certificate Administrator shall withdraw from the Distribution
Account and deposit in the Interest Reserve Account, with respect to, and out of
collections and/or advances of interest on, each Interest Reserve Trust Mortgage
Loan and Interest Reserve REO Trust Mortgage Loan, an amount equal to the
Interest Reserve Amount in respect of such Interest Reserve Trust Mortgage Loan
or Interest Reserve REO Trust Mortgage Loan, as the case may be, for such
Distribution Date.
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The Certificate Administrator shall, as and when required, deposit
in the Interest Reserve Account any amounts required to be so deposited by the
Certificate Administrator pursuant to Section 3.06(b) in connection with losses
incurred with respect to Permitted Investments of funds in the Interest Reserve
Account.
(d) Prior to any Collection Period during which Additional
Interest is received, and upon notification from a Master Servicer or Special
Servicer pursuant to Section 3.02(d), the Certificate Administrator shall
establish and maintain the Additional Interest Account on behalf of the Trustee
in trust for the benefit of the Class Y Certificateholders. The Additional
Interest Account shall be established and maintained as an Eligible Account and
shall be maintained as a segregated account, separate and apart from trust funds
created for mortgage pass-through certificates of other series and the other
accounts of the Certificate Administrator; provided that, subject to Section
3.04(h), the Additional Interest Account may be a sub-account of the
Distribution Account. On or prior to the applicable P&I Advance Date, each
Master Servicer shall remit to the Certificate Administrator for deposit in the
Additional Interest Account an amount equal to the Additional Interest received
by such Master Servicer during any Collection Period.
Following the distribution of Additional Interest to the Class Y
Certificateholders on the first Distribution Date after which there are no
longer any Trust Mortgage Loans outstanding which pursuant to their terms could
pay Additional Interest, the Certificate Administrator shall terminate the
Additional Interest Account.
The Certificate Administrator shall, as and when required, deposit
in the Additional Interest Account any amounts required to be so deposited by
the Certificate Administrator pursuant to Section 3.06(b) in connection with
losses incurred with respect to Permitted Investments of funds in the Additional
Interest Account.
(e) The Certificate Administrator, on behalf of the Trustee in
trust for the benefit of the Certificateholders, shall establish (upon notice
from Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account. The Gain-on-Sale
Reserve Account shall be an Eligible Account and shall be maintained as a
segregated account, separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Certificate
Administrator and other accounts of the Certificate Administrator; provided
that, subject to Section 3.04(h), the Gain-on-Sale Reserve Fund may be a
sub-account of the Distribution Account. Upon the disposition of any
Administered REO Property or the liquidation of any Specially Serviced Trust
Mortgage Loan in accordance with Section 3.09 or Section 3.18, the Special
Servicer will calculate the Gain-on-Sale Proceeds, if any, realized in
connection with such sale or liquidation, as the case may be, and remit such
funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve
Account.
The Certificate Administrator shall, as and when required, deposit
in the Gain-on-Sale Reserve Account any amounts required to be so deposited
pursuant to Section 3.06(b) in connection with losses incurred with respect to
Permitted Investments of funds in the Gain-on-Sale Reserve Account.
(f) Each Master Servicer shall establish and maintain, or cause to
be established and maintained, one or more separate accounts for each Serviced
Loan Combination, if any, as to which it is the applicable Master Servicer
(collectively, as to each Serviced Loan Combination, the related "SLC
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Custodial Account"), held on behalf of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s). Each SLC Custodial Account shall
be an Eligible Account and shall be maintained as a segregated account, separate
and apart from the trust funds created for mortgage pass-through certificates of
other series and the other accounts of the related Master Servicer; provided
that, subject to Section 3.04(h), any SLC Custodial Account may be a sub-account
of the related Master Servicer's Collection Account. Subject to the related
Co-Lender Agreement, the applicable Master Servicer shall deposit or cause to be
deposited in the SLC Custodial Account with respect to any Serviced Loan
Combination, within two (2) Business Days of receipt of available funds, the
following payments and collections received subsequent to the Cut-off Date
(other than in respect of principal and interest on such Serviced Loan
Combination due and payable on or before the Cut-off Date, which payments shall
be delivered promptly to the applicable Mortgage Loan Seller or the related
Serviced Non-Trust Mortgage Loan Noteholder(s), as the case may be, with
negotiable instruments endorsed as necessary and appropriate without recourse,
and other than amounts received from Mortgagors which are to be used to purchase
defeasance collateral with respect to such Serviced Loan Combination), or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal on the subject
Serviced Loan Combination, including Principal Prepayments;
(ii) all payments on account of interest on the subject
Serviced Loan Combination, including Additional Interest;
(iii) all Prepayment Premiums and Yield Maintenance Charges on
the subject Serviced Loan Combination;
(iv) to the extent not otherwise required to be deposited
into an SLC REO Account, all Insurance Proceeds and Liquidation Proceeds
received in respect of the subject Serviced Loan Combination (including,
without limitation, any amounts representing recoveries of Nonrecoverable
Advances in respect of such Serviced Loan Combination, including interest
on such Nonrecoverable Advances, but excluding any Liquidation Proceeds
described in clauses (iv), (v), (vi) (except as to an REO Property), (vii)
and (viii) of the definition thereof received on the subject SLC Trust
Mortgage Loan while it remains outstanding (which Liquidation Proceeds
will be deposited in the applicable Collection Account));
(v) any amounts required to be deposited by the applicable
Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in such SLC
Custodial Account;
(vi) any amounts required to be deposited by the applicable
Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses with respect to the subject Serviced Loan
Combination resulting from a deductible clause in a blanket hazard policy;
(vii) any amounts required to be transferred to such SLC
Custodial Account from the related SLC REO Account pursuant to Section
3.16(c);
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(viii) insofar as they do not constitute Escrow Payments, any
amount paid by a Mortgagor with respect to the subject Serviced Loan
Combination specifically to cover items for which a Servicing Advance has
been previously made;
(ix) any amounts representing a reimbursement, payment
and/or contribution due and owing to a party other than the Trust from a
related Serviced Non-Trust Mortgage Loan Noteholder in accordance with the
related Co-Lender Agreement; and
(x) any amounts paid by a related Serviced Non-Trust
Mortgage Loan Noteholder or mezzanine lender in connection with curing a
default under the subject Serviced Loan Combination;
provided, however, that, at any time during which the related Co-Lender
Agreement requires that remittances in respect of a MezzCap B-Note Non-Trust
Mortgage Loan be made directly to the related Serviced Non-Trust Mortgage Loan
Noteholder, the applicable Master Servicer shall remit any amounts received in
respect of such MezzCap B-Note Non-Trust Mortgage Loan to the related Serviced
Non-Trust Mortgage Loan Noteholder, if known, and otherwise to the servicer of
such MezzCap B-Note Non-Trust Mortgage Loan, except to the extent that amounts
received in respect of such MezzCap B-Note Non-Trust Mortgage Loan are due and
owing to any other Person pursuant to this Agreement (including, without
limitation, for any of the purposes described in Section 3.05(e)) and the
related Co-Lender Agreement, in which case the applicable Master Servicer shall
deposit such amounts in the related SLC Custodial Account.
The foregoing requirements for deposit in an SLC Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from the
related Mortgagor in respect of any Serviced Loan Combination in the nature of
Escrow Payments, amounts to be deposited in Reserve Accounts, and, subject to
the related Co-Lender Agreement, amounts that the applicable Master Servicer and
the Special Servicer are entitled to retain as additional servicing compensation
pursuant to Sections 3.11(b) and 3.11(d), need not be deposited by the
applicable Master Servicer in the related SLC Custodial Account. If the related
Master Servicer shall deposit in an SLC Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
such SLC Custodial Account, any provision herein to the contrary
notwithstanding. The applicable Master Servicer shall promptly deliver to the
Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(d), assumption fees and other transaction fees or other
expenses received by such Master Servicer with respect to any Serviced Loan
Combination, to which the Special Servicer is entitled pursuant to Section
3.11(d), upon receipt of a certificate of a Servicing Officer of the Special
Servicer describing the item and amount.
Upon receipt of any of the amounts described in clauses (i) through
(iv), (viii), (ix) and (x) of the last sentence of the second preceding
paragraph with respect to a Serviced Loan Combination, the Special Servicer
shall promptly, but in no event later than one (1) Business Day after receipt of
available funds, remit such amounts (net of any reimbursable expenses incurred
by the Special Servicer) to or at the direction of the applicable Master
Servicer for deposit into the related SLC Custodial Account (or, if applicable,
for remittance to the related Serviced Non-Trust Mortgage Loan Noteholder, if
known and if required by the related Co-Lender Agreement, and otherwise to the
servicer of the related Serviced Non-Trust Mortgage Loan) in accordance with the
second preceding paragraph, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not
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be deposited because of a restrictive endorsement or other appropriate reason.
Any such amounts received by the Special Servicer with respect to an SLC REO
Property shall be deposited by the Special Servicer into the related SLC REO
Account and remitted to the applicable Master Servicer for deposit into the
related SLC Custodial Account pursuant to Section 3.16(c). With respect to any
such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse such check to the order of the applicable Master Servicer
and shall deliver promptly, but in no event later than three (3) Business Days
after receipt, any such check to the applicable Master Servicer by overnight
courier, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement or other appropriate reason.
(g) The Certificate Administrator, on behalf of the Trust Fund,
shall establish and maintain: (i) the Class A-4FL Floating Rate Account in trust
for the benefit of the Holders of the Class A-4FL Certificates and the Class
A-4FL Swap Counterparty, as their interests may appear; (ii) the Class A-MFL
Floating Rate Account in trust for the benefit of the Holders of the Class A-MFL
Certificates and the Class A-MFL Swap Counterparty, as their interests may
appear; and (iii) the Class A-JFL Floating Rate Account in trust for the benefit
of the Holders of the Class A-JFL Certificates and the Class A-JFL Swap
Counterparty, as their interests may appear. Each Floating Rate Account shall be
established and maintained as an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible Account separate and apart from trust funds
created for mortgage pass-through certificates of other series and the other
accounts of the Certificate Administrator. The Certificate Administrator shall
make or be deemed to have made deposits in and withdrawals from the Floating
Rate Accounts in accordance with the terms of this Agreement. The Certificate
Administrator shall, as and when required, deposit in the applicable Floating
Rate Account any amounts required to be so deposited by the Certificate
Administrator pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the applicable Floating Rate
Account and, to the extent permitted by Section 3.06, may withdraw any Net
Investment Earnings from the applicable Floating Rate Account. The Certificate
Administrator shall deposit into the Class A-4FL Floating Rate Account: (i) all
amounts distributable with respect to the Class A-4FL REMIC II Regular Interest
pursuant to Section 4.01 for each Distribution Date; and (ii) upon receipt, all
amounts received from the Class A-4FL Swap Counterparty under the Class A-4FL
Swap Agreement intended for distribution on the Class A-4FL Certificates. The
Certificate Administrator shall deposit into the Class A-MFL Floating Rate
Account: (i) all amounts distributable with respect to the Class A-MFL REMIC II
Regular Interest pursuant to Section 4.01 for each Distribution Date; and (ii)
upon receipt, all amounts received from the Class A-MFL Swap Counterparty under
the Class A-MFL Swap Agreement intended for distribution on the Class A-MFL
Certificates. The Certificate Administrator shall deposit into the Class A-JFL
Floating Rate Account: (i) all amounts distributable with respect to the Class
A-JFL REMIC II Regular Interest pursuant to Section 4.01 for each Distribution
Date; and (ii) upon receipt, all amounts received from the Class A-JFL Swap
Counterparty under the Class A-JFL Swap Agreement intended for distribution on
the Class A-JFL Certificates.
(h) Funds in the Collection Accounts, the SLC Custodial Accounts,
the Interest Reserve Account, the Distribution Account, the Gain-on-Sale Reserve
Account, the Floating Rate Accounts and the Additional Interest Account may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06. Each Master Servicer shall give written notice to the Trustee, the
Certificate Administrator, the Special Servicer and the Rating Agencies of the
location of its Collection Account as of the Closing Date and of the new
location of its Collection Account prior to any change thereof. The Certificate
Administrator shall give written notice to the Trustee, the Master
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Servicers, the Special Servicer and the Rating Agencies of the location of the
Distribution Account as of the Closing Date and of any new location of the
Distribution Account prior to any change thereof.
Notwithstanding that any SLC Custodial Account may be a sub-account
of a Collection Account for reasons of administrative convenience, any such SLC
Custodial Account and such Collection Account shall, for all purposes of this
Agreement (including the obligations and responsibilities of the applicable
Master Servicer hereunder), be considered to be and shall be required to be
treated as, separate and distinct accounts. Each Master Servicer shall indemnify
and hold harmless the Trust Fund and each affected Serviced Non-Trust Mortgage
Loan Noteholder against any losses arising out of the failure by such Master
Servicer to perform its duties and obligations hereunder as if such accounts
were separate accounts. The provisions of this paragraph shall survive any
resignation or removal of a Master Servicer and appointment of a successor to
such Master Servicer.
Notwithstanding that the Additional Interest Account, the Interest
Reserve Account, a Floating Rate Account or the Gain-on-Sale Reserve Account may
be a sub-account of the Distribution Account for reasons of administrative
convenience, the Additional Interest Account, the Gain-on-Sale Reserve Account,
each Floating Rate Account, the Interest Reserve Account and the Distribution
Account shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Certificate Administrator hereunder), be considered to
be and shall be required to be treated as, separate and distinct accounts. The
Certificate Administrator shall indemnify and hold harmless the Trust Fund
against any losses arising out of the failure by the Certificate Administrator
to perform its duties and obligations hereunder as if such accounts were
separate accounts. The provisions of this paragraph shall survive any
resignation or removal of the Certificate Administrator and appointment of a
successor Certificate Administrator.
(i) The Swap Custodian shall, on or before the Closing Date,
establish (i) a swap collateral account with respect to the Class A-4FL
Certificates (the "Class A-4FL Swap Collateral Account"), (ii) a swap collateral
account with respect to the Class A-MFL Certificates (the "Class A-MFL Swap
Collateral Account"), and (iii) a swap collateral account with respect to the
Class A-JFL Certificates (the "Class A-JFL Swap Collateral Account"). The Class
A-4FL Swap Collateral Account shall be held in the name of the Swap Custodian in
trust for the benefit of the Holders of Class A-4FL Certificates; the Class
A-MFL Swap Collateral Account shall be held in the name of the Swap Custodian in
trust for the benefit of the Holders of Class A-MFL Certificates; and the Class
A-JFL Swap Collateral Account shall be held in the name of the Swap Custodian in
trust for the benefit of the Holders of Class A-JFL Certificates. Each of the
Class A-4FL Swap Collateral Account, the Class A-MFL Swap Collateral Account and
the Class A-JFL Swap Collateral Account must be an Eligible Account. The Class
A-4FL Swap Collateral Account shall be entitled "Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6,
Class A-4FL Swap Collateral Account, LaSalle Bank National Association, as Swap
Custodian for the benefit of Holders of the Class A-4FL Certificates." The Class
A-MFL Swap Collateral Account shall be entitled "Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6,
Class A-MFL Swap Collateral Account, LaSalle Bank National Association, as Swap
Custodian for the benefit of Holders of the Class A-MFL Certificates." The Class
A-JFL Swap Collateral Account shall be entitled "Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6,
Class A-JFL Swap Collateral Account, LaSalle Bank National Association, as Swap
Custodian for the benefit of Holders of the Class A-JFL Certificates."
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The Swap Custodian shall credit: (i) to the Class A-4FL Swap
Collateral Account all collateral (whether in the form of cash or securities)
posted by the Class A-4FL Swap Counterparty to secure the obligations of the
Class A-4FL Swap Counterparty in accordance with the terms of the Class A-4FL
Swap Agreement; (ii) to the Class A-MFL Swap Collateral Account all collateral
(whether in the form of cash or securities) posted by the Class A-MFL Swap
Counterparty to secure the obligations of the Class A-MFL Swap Counterparty in
accordance with the terms of the Class A-MFL Swap Agreement; and (iii) to the
Class A-JFL Swap Collateral Account all collateral (whether in the form of cash
or securities) posted by the Class A-JFL Swap Counterparty to secure the
obligations of the Class A-JFL Swap Counterparty in accordance with the terms of
the Class A-JFL Swap Agreement. Except for investment earnings, no Swap
Counterparty shall have any legal, equitable or beneficial interest in a Swap
Collateral Account other than in accordance with this Agreement, the related
Swap Agreement and applicable law. The Swap Custodian shall maintain and apply
all collateral and earnings thereon on deposit in each Swap Collateral Account
in accordance with the related Swap Credit Support Annex.
Cash collateral posted by a Swap Counterparty in accordance with the
related Swap Credit Support Annex shall be invested at the direction of such
Swap Counterparty in Permitted Investments in accordance with the requirements
of the related Swap Credit Support Annex. All amounts earned on amounts on
deposit in a Swap Collateral Account (whether cash collateral or securities)
shall be for the account of and taxable to the related Swap Counterparty.
Upon the occurrence of an Event of Default (as defined in the
related Swap Agreement) with respect to a Swap Counterparty or upon occurrence
or designation of an Early Termination Date (as defined in the related Swap
Agreement) as a result of any such Event of Default with respect to such Swap
Counterparty, and, in either such case, unless such Swap Counterparty has paid
in full all of its Obligations (as defined in the related Swap Credit Support
Annex) that are then due, then any collateral posted by such Swap Counterparty
in accordance with the related Swap Credit Support Annex shall be applied to the
payment of any Obligations due to Party B (as defined in the related Swap
Agreement) in accordance with the related Swap Credit Support Annex. Any amounts
held in the applicable Swap Collateral Account, which amounts are required to be
repaid to the related Swap Counterparty in accordance with the related Swap
Credit Support Annex, shall be withdrawn from such Swap Collateral Account and
paid to the related Swap Counterparty in accordance with this Agreement, as
permitted under the related Swap Credit Support Annex.
SECTION 3.05 Permitted Withdrawals from the Collection
Accounts, Interest Reserve Account, Additional
Interest Account, Distribution Account, Floating
Rate Accounts and SLC Custodial Accounts.
(a) Each Master Servicer may, from time to time, make withdrawals
from its Collection Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in
the Distribution Account the amounts required to be so deposited pursuant
to the second paragraph of Section 3.04(b) and any amount that may be
applied to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse any Fiscal Agent, the Trustee and itself,
in that order, for xxxxxxxxxxxx X&X Advances in respect of any Trust
Mortgage Loan or REO Trust Mortgage Loan as to which the subject Master
Servicer is the applicable Master Servicer, such Fiscal
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Agent's, the Trustee's and the subject Master Servicer's right to
reimbursement pursuant to this clause (ii) with respect to any P&I Advance
(other than Nonrecoverable Advances, which are reimbursable pursuant to
clause (vii) below) being limited to amounts that represent Late
Collections or other recoveries of interest (net of the related Master
Servicing Fees and, in the case of an Outside Serviced Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, the related
Outside Servicing Fees) and principal (net of any related Workout Fee or
Liquidation Fee) received in respect of the particular Trust Mortgage Loan
or REO Trust Mortgage Loan as to which such P&I Advance was made;
(iii) to pay to itself and/or the holder of the related Excess
Servicing Strip (subject to Section 3.11(a)) earned and unpaid Master
Servicing Fees in respect of each Trust Mortgage Loan and REO Trust
Mortgage Loan as to which the subject Master Servicer is the applicable
Master Servicer, the subject Master Servicer's right to payment pursuant
to this clause (iii) with respect to any Trust Mortgage Loan or REO Trust
Mortgage Loan being limited to amounts received on or in respect of such
Trust Mortgage Loan (whether in the form of payments (including cure
payments), Liquidation Proceeds or Insurance Proceeds) or such REO Trust
Mortgage Loan (whether in the form of REO Revenues, Liquidation Proceeds
or Insurance Proceeds) that are allocable as a recovery of interest
thereon;
(iv) to pay to the Special Servicer earned and unpaid Special
Servicing Fees in respect of each Specially Serviced Trust Mortgage Loan
as to which the subject Master Servicer is the applicable Master Servicer
and each REO Trust Mortgage Loan that relates to an Administered REO
Property as to which the subject Master Servicer is the applicable Master
Servicer;
(v) to pay the Special Servicer (or, if applicable, a
predecessor Special Servicer) earned and unpaid Workout Fees or
Liquidation Fees in respect of each Specially Serviced Trust Mortgage Loan
as to which the subject Master Servicer is the applicable Master Servicer,
each Corrected Trust Mortgage Loan as to which the subject Master Servicer
is the applicable Master Servicer and/or each REO Trust Mortgage Loan that
relates to an Administered REO Property as to which the subject Master
Servicer is the applicable Master Servicer, as applicable, in the amounts
and from the sources provided in Section 3.11(c);
(vi) to reimburse any Fiscal Agent, the Trustee, the Special
Servicer or itself, in that order, for any unreimbursed Servicing Advances
in respect of any Serviced Mortgage Loan or Administered REO Property as
to which the subject Master Servicer is the applicable Master Servicer,
such Fiscal Agent's, the Trustee's, the Special Servicer's and the subject
Master Servicer's respective rights to reimbursement pursuant to this
clause (vi) with respect to any Servicing Advance being limited to
payments made by or on behalf of the related Mortgagor or cure payments
that are allocable to such Servicing Advance, and to Liquidation Proceeds,
Insurance Proceeds and, if applicable, REO Revenues received in respect of
the particular Serviced Trust Mortgage Loan or Administered REO Property
as to which such Servicing Advance was made;
(vii) to (A) reimburse any Fiscal Agent, the Trustee, the
Special Servicer or itself, in that order, for any unreimbursed Advances
(including interest at the Reimbursement Rate) that have been or are
determined to be Nonrecoverable Advances (insofar as such
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Advances relate to Trust Mortgage Loans and/or REO Trust Mortgage Loans
(and/or, solely in the case of Nonrecoverable Servicing Advances, Serviced
Loan Combinations) as to which the subject Master Servicer is the
applicable Master Servicer) out of general collections on the Trust
Mortgage Loans and any REO Properties on deposit in the subject Master
Servicer's Collection Account or (B) pay itself, with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan as to which the subject Master
Servicer is the applicable Master Servicer, any related earned Master
Servicing Fee that remained unpaid in accordance with clause (iii) above
following a Final Recovery Determination made with respect to such Trust
Mortgage Loan or any related REO Property and the deposit into the subject
Master Servicer's Collection Account of all amounts received in connection
therewith;
(viii) at such time as or after it reimburses any Fiscal
Agent, the Trustee, the Special Servicer or itself, in that order, for any
unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above, Section
3.03 or Section 3.05(e) (insofar as such Advances relate to Trust Mortgage
Loans and/or REO Trust Mortgage Loans (and/or, solely in the case of
Servicing Advances, Serviced Loan Combinations) as to which the subject
Master Servicer is the applicable Master Servicer), to pay such Fiscal
Agent, the Trustee, the Special Servicer or itself, as the case may be, in
that order, any interest accrued and payable thereon in accordance with
Section 3.03(d) or 4.03(d), as applicable, such Fiscal Agent's, the
Trustee's, the Special Servicer's and the subject Master Servicer's
respective rights to payment pursuant to this clause (viii) with respect
to interest on any Advance being permitted to be satisfied (A) first out
of late payment charges and Penalty Interest on deposit in the subject
Master Servicer's Collection Account Received by the Trust on or in
respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the
reimbursed Advance relates during the Collection Period in which such
Advance is reimbursed (the use of such late payment charges and Penalty
Interest to be allocated between the subject Master Servicer and the
Special Servicer on a pro rata basis based on the amount of late payment
charges and Penalty Interest that the subject Master Servicer and the
Special Servicer have received as additional servicing compensation during
such period), and (B) to the extent that the late payment charges and
Penalty Interest described in the immediately preceding clause (A) are
insufficient, but only at the same time or after such Advance has been
reimbursed, out of general collections on the Trust Mortgage Loans and any
REO Properties on deposit in the subject Master Servicer's Collection
Account;
(ix) to pay for costs and expenses incurred by the Trust
Fund pursuant to the first sentence of Section 3.12(a) with respect to any
Mortgaged Property securing a Specially Serviced Trust Mortgage Loan as to
which the subject Master Servicer is the applicable Master Servicer;
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(b), (A) interest and investment income earned
in respect of amounts held in the subject Master Servicer's Collection
Account as provided in Section 3.06(b), but only to the extent of the Net
Investment Earnings with respect to the Collection Account for any
Collection Period, and (B) any Prepayment Interest Excesses collected with
respect to the Trust Mortgage Loans as to which the subject Master
Servicer is the applicable Master Servicer;
(xi) to pay for the cost of an independent appraiser or
other expert in real estate matters retained pursuant to Section 3.03(e),
3.09(a), 3.18(b), 4.03(c) or 9.01 (insofar as
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such costs relate to Trust Mortgage Loans and/or REO Trust Mortgage Loans
as to which the subject Master Servicer is the applicable Master
Servicer);
(xii) to pay itself, the Special Servicer, the Depositor, or
any of their respective directors, officers, members, managers, employees
and agents, as the case may be, any amounts payable to any such Person
pursuant to Section 6.03;
(xiii) insofar as the following items relate to Trust
Mortgage Loans or REO Trust Mortgage Loans as to which the subject Master
Servicer is the applicable Master Servicer, to pay for (A) the advice of
counsel and tax accountants contemplated by Section 3.17(a), (B) the cost
of the Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d)
and 11.02(a), (C) the cost of an Opinion of Counsel contemplated by
Section 11.01(a) or 11.01(c) in connection with any amendment to this
Agreement requested by the applicable Master Servicer or the Special
Servicer that protects or is in furtherance of the rights and interests of
Certificateholders, (D) the cost of recording this Agreement in accordance
with Section 11.02(a), and (E) any rating confirmations from the Rating
Agencies that are not otherwise payable by a Mortgagor or a party to this
Agreement;
(xiv) to pay itself, the Special Servicer, the related
Mortgage Loan Seller, the Majority Controlling Class Certificateholder, a
Serviced Non-Trust Mortgage Loan Noteholder or any other Person entitled
thereto, as the case may be, with respect to each Trust Mortgage Loan, if
any, as to which the subject Master Servicer is the applicable Master
Servicer and that was previously purchased or otherwise removed from the
Trust Fund by such Person(s) pursuant to or as otherwise contemplated by
this Agreement, all amounts received thereon subsequent to the date of
purchase or removal and, in the case of a replacement of a Trust Mortgage
Loan with a Qualified Substitute Mortgage Loan or Loan(s), all Periodic
Payments due with respect to such Qualified Substitute Mortgage Loan(s)
during or prior to the month of substitution, in accordance with Section
2.03(c);
(xv) insofar as the subject Master Servicer is the
applicable Master Servicer for the related LC Trust Mortgage Loan, to pay
to a Serviced Non-Trust Mortgage Loan Noteholder or an Outside Servicer,
any amount (other than normal monthly payments) specifically payable or
reimbursable to such party by the Trust, in its capacity as holder of the
related LC Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, pursuant to the terms of the related Co-Lender
Agreement;
(xvi) to withdraw any amounts deposited in error;
(xvii) to remit to the Certificate Administrator for deposit
into the Additional Interest Account the amounts required to be deposited
pursuant to Section 3.04(d);
(xviii) insofar as the particular item relates to Trust
Mortgage Loans and/or REO Trust Mortgage Loans as to which the subject
Master Servicer is the applicable Master Servicer, to pay the cost of any
Environmental Assessment or any remedial, corrective or other action
pursuant to Section 3.09(c);
(xix) insofar as the particular item relates to Trust
Mortgage Loans and/or REO Trust Mortgage Loans as to which the subject
Master Servicer is the applicable Master
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Servicer, to pay any amount that, if made as a Servicing Advance, would
constitute a Nonrecoverable Servicing Advance, provided that the subject
Master Servicer (or, in the case of Specially Serviced Trust Mortgage
Loans and Administered REO Properties, the Special Servicer) determines
that such payment would be in the best interests of the
Certificateholders, pursuant to Section 3.03(c);
(xx) insofar as the particular item relates to Trust Mortgage
Loans and/or REO Trust Mortgage Loans as to which the subject Master
Servicer is the applicable Master Servicer, to withdraw any other amounts
that this Agreement expressly provides may be withdrawn from the
Collection Account;
(xxi) to pay or reimburse the applicable Person for any
Uncovered Amount in respect of any other Master Servicer's Collection
Account, any such Person's right to payment or reimbursement for any such
Uncovered Amount being limited to any general funds in the subject Master
Servicer's Collection Account that are not otherwise to be applied to make
any of the payments or reimbursements contemplated to be made out of the
subject Master Servicer's Collection Account pursuant to any of clauses
(ii)-(xx) above; and
(xxii) to clear and terminate the subject Master Servicer's
Collection Account at the termination of this Agreement pursuant to
Section 9.01;
provided that, notwithstanding the foregoing, a Master Servicer shall not make
withdrawals from its Collection Account with respect to any SLC Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, any Serviced
Loan Combination (as a whole) or any SLC REO Property for any of the purposes
contemplated by clauses (ii), (iii), (v), (vi) and (viii)(A) above (but, in the
case of such clause (viii)(A), only insofar as it relates to clause (ii) or (vi)
above); and provided, further, that, also notwithstanding the foregoing, any
withdrawal from a Master Servicer's Collection Account pursuant to any of
clauses (iv), (viii)(B), (ix), (xi), (xii), (xiii) and (xviii) above that
relates or is allocable to (A) any SLC Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, (B) except in the case of clause (iv),
any Serviced Loan Combination (as a whole) or (C) any SLC REO Property, shall be
permitted to be made only if and to the extent that (1) (x) any amounts then on
deposit in the related SLC Custodial Account that are, in accordance with
Section 3.05(e) and the related Co-Lender Agreement, available to pay the item
for which the withdrawal is to be made, are insufficient to pay such item in
full, and (y) payment of the item for which the withdrawal is to be made cannot
reasonably be expected to ultimately be made out of amounts on deposit in the
related SLC Custodial Account in accordance with Section 3.05(e), or (2) such
payment, if made out of the applicable Master Servicer's Collection Account,
will be reimbursable to the Trust in accordance with the related Co-Lender
Agreement, subject to available funds, out of collections on the related
Serviced Loan Combination or any related SLC REO Property that are otherwise
payable to the related Serviced Non-Trust Mortgage Loan Noteholder(s) in
accordance with Section 3.05(e), or (3) such payment, in the applicable Master
Servicer's judgment in accordance with the Servicing Standard, is in the best
interests of the Certificateholders; and provided, further, that no servicing
compensation earned with respect to a Serviced Non-Trust Mortgage Loan or any
successor REO Serviced Non-Trust Mortgage Loan with respect thereto shall be
payable out of any Collection Account at any time.
Each Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from its Collection Account pursuant to
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the preceding paragraph above. Upon request, each Master Servicer shall provide
to the Certificate Administrator such records and any other information in the
possession of such Master Servicer to enable the Certificate Administrator to
determine the amounts attributable to REMIC I or the Loan REMIC (in each case,
with respect to the Trust Mortgage Loans).
A Master Servicer shall pay to another Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or a Fiscal Agent from its
Collection Account amounts permitted to be paid to such other Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or such Fiscal
Agent, as the case may be, therefrom promptly upon receipt of a certificate of a
Servicing Officer of such other Master Servicer or the Special Servicer or of a
Responsible Officer of the Certificate Administrator, the Trustee or such Fiscal
Agent, as the case may be, describing the item and amount to which such other
Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or such Fiscal Agent, as the case may be, is entitled. A Master Servicer
may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Trust Mortgage Loan and
Administered REO Property, on a loan-by-loan and property-by-property basis, for
the purpose of justifying any request for withdrawal from a Collection Account.
With respect to each Trust Mortgage Loan and REO Property for which it makes an
Advance, the Trustee shall similarly keep and maintain separate accounting, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from a Collection Account for reimbursements of Advances
or interest thereon. With respect to each Trust Mortgage Loan and REO Property
for which it makes an Advance, a Fiscal Agent shall similarly keep and maintain
separate accounting, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from a Collection Account for
reimbursements of Advances or interest thereon.
Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, a Master Servicer, the Special Servicer, the Trustee or
a Fiscal Agent, as applicable, may, in its sole discretion as an accommodation
to the Trust, elect to obtain reimbursement for such Nonrecoverable Advance
(together with accrued and unpaid interest thereon) over a period of time not to
exceed 12 consecutive months without the consent of the Controlling Class
Representative (which consent may be withheld in its sole discretion). The
unreimbursed portion of any Advance in respect of which reimbursement has been
deferred as described in the preceding sentence shall accrue interest at the
Prime Rate. At any time after such a determination to obtain reimbursement over
time, a Master Servicer, the Special Servicer, the Trustee or a Fiscal Agent, as
applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable Advances
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not, with respect to a Master Servicer or the
Special Servicer, constitute a violation of the Servicing Standard, or with
respect to the Trustee or a Fiscal Agent, constitute a violation of any
fiduciary duty to Certificateholders and/or contractual duty hereunder. The
Master Servicers, the Special Servicer, the Trustee and the Fiscal Agent (if
any) shall each give the respective Rating Agencies at least 15 days' notice
prior to any reimbursement to it of Nonrecoverable Advances from amounts in a
Collection Account or Distribution Account allocable to interest on the Trust
Mortgage Loans unless (1) it determines in its sole discretion that waiting 15
days after such a notice could jeopardize its ability to recover such
Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to it that could affect or cause a determination of
whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement
of a Nonrecoverable Advance or the determination in clause (1) above, or (3)
except in
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the case of the Trustee, it has not timely received from the Trustee information
requested by it to consider in determining whether to defer reimbursement of a
Nonrecoverable Advance; provided, however, that if clause (1), (2) or (3)
applies, a Master Servicer, the Special Servicer, the Trustee or a Fiscal Agent,
as the case may be, shall give the respective Rating Agencies notice of an
anticipated reimbursement to it of Nonrecoverable Advances from amounts in the
Collection Account or Distribution Account allocable to interest on the Trust
Mortgage Loans as soon as reasonably practicable in such circumstances; and
provided, further, that, as a condition to the Special Servicer providing the
notices described above, a Master Servicer shall provide to the Special Servicer
such information regarding amounts in its Collection Account allocable to
interest as may be requested by the Special Servicer to provide notice pursuant
to this sentence. The Master Servicers, the Special Servicer, the Trustee and
the Fiscal Agent (if any) shall have no liability for any loss, liability or
expense resulting from any notice provided to the respective Rating Agencies
contemplated by the immediately preceding sentence.
If a Master Servicer, the Special Servicer, the Trustee or a Fiscal
Agent, as applicable, is reimbursed out of general collections for any
unreimbursed Advances that are determined to be Nonrecoverable Advances
(together with any interest accrued and payable thereon), then (for purposes of
calculating distributions on the Certificates) such reimbursement and payment of
interest shall be deemed to have been made: first, out of amounts described in
clauses (a) through (f) of the definition of "Principal Distribution Amount",
which, but for their application to reimburse a Nonrecoverable Advance and/or to
pay interest thereon, would be included in the Available Distribution Amount for
any subsequent Distribution Date; and second, out of other amounts which, but
for their application to reimburse a Nonrecoverable Advance and/or to pay
interest thereon, would be included in the Available Distribution Amount for any
subsequent Distribution Date; provided that, in connection with any
reimbursement of a Nonrecoverable Advance or the payment of interest thereon in
accordance with either clause first or clause second, as the case may be, of
this sentence, such reimbursement or payment of interest pursuant to such clause
shall be deemed made first, and to the fullest extent possible, out of amounts
described in such clause that are attributable to the Loan Group that includes
the Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, as to which
such Nonrecoverable Advance was made, and only thereafter out of amounts
described in such clause that are attributable to the other Loan Group. If and
to the extent that any payment is deemed to be applied in accordance with clause
first of the preceding sentence to reimburse a Nonrecoverable Advance or to pay
interest thereon, then, in accordance with the definition thereof, the Principal
Distribution Amount for such Distribution Date shall be reduced, to not less
than zero, by the amount of such reimbursement and/or payment of interest. In
addition, if and to the extent that any payment is deemed to be applied in
accordance with clause first or clause second of the second preceding sentence
to reimburse a Nonrecoverable Advance or to pay interest thereon, then, for
purposes of determining the respective portions of the Principal Distribution
Amount and/or the Available Distribution Amount, as applicable, for the relevant
Distribution Date that are attributable to each Loan Group, the parties hereto
shall take into account whether such payment is deemed made out of amounts
relating to Loan Group No. 1 or Loan Group No. 2 in accordance with the proviso
to the second preceding sentence.
If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of amounts constituting part of the Principal Distribution Amount as
contemplated by clause first of the first sentence of the preceding paragraph
and (iii) the particular item for which such Advance was originally made and/or
such interest on such Advance, as the case may be, is subsequently collected out
of payments or other collections in respect of
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the related Trust Mortgage Loan, then, in accordance with the definition
thereof, the Principal Distribution Amount for the Distribution Date that
corresponds to the Collection Period in which such item and/or such interest on
such Advance, as the case may be, was Received by the Trust shall be increased
by an amount equal to the lesser of (A) the amount of such recoveries and (B)
any previous reduction in the Principal Distribution Amount for a prior
Distribution Date pursuant to the definition thereof resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon. If
and to the extent (i) any Advance is determined to be a Nonrecoverable Advance,
(ii) such Advance and/or interest thereon is reimbursed out of amounts
constituting part of the Principal Distribution Amount as contemplated by clause
first of the first sentence of the preceding paragraph or out of any other
portion of the Available Distribution Amount as contemplated by clause second of
the first sentence of the preceding paragraph and (iii) the particular item for
which such Advance was originally made, or such interest paid on such Advance,
is subsequently collected out of payments or other collections in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, then, for purposes of
determining the respective portions of the Principal Distribution Amount and/or
the Available Distribution Amount, as applicable, for the relevant Distribution
Date that are attributable to each Loan Group, such recoveries shall be deemed
allocated to offset the corresponding prior reductions in amounts attributable
to each Loan Group in reverse order to that set forth in the prior paragraph.
In connection with any payments required to be made to a Serviced
Non-Trust Mortgage Loan Noteholder in accordance with Section 3.05(a)(xv), the
applicable Master Servicer may request a written statement from such Serviced
Non-Trust Mortgage Loan Noteholder describing the nature and amount of the item
for which such party is seeking payment or reimbursement and setting forth the
provision(s) of the related Co-Lender Agreement pursuant to which such party
believes it is entitled to reimbursement; provided that the applicable Master
Servicer may not condition payments required to be made to a Serviced Non-Trust
Mortgage Loan Noteholder in accordance with Section 3.05(a)(xv) upon receipt of
such a written statement (other than as permitted under the related Co-Lender
Agreement); and provided, further, that to the extent such a written statement
from a Serviced Non-Trust Mortgage Loan Noteholder is received by the applicable
Master Servicer, then the applicable Master Servicer may conclusively rely,
absent manifest error and consistent with the Servicing Standard, upon such
statement as to the nature and amount of the item for which reimbursement is
sought.
(b) The Certificate Administrator may, from time to time, make
withdrawals from the Distribution Account for any of the following purposes (in
no particular order of priority):
(i) to make distributions to the Certificateholders and the
Floating Rate Account on each Distribution Date pursuant to Section 4.01;
(ii) to pay itself, the Trustee or any of their respective
directors, officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person out of the Trust Fund pursuant
to Section 8.05(b);
(iii) to pay itself and the Trustee their respective shares of
the Trust Administration Fee as contemplated by Section 8.05(a) hereof
with respect to each Trust Mortgage Loan and REO Trust Mortgage Loan and
to pay itself, as additional compensation, interest and investment income,
if any, earned in respect of amounts held in the Distribution Account as
provided in Section 3.06, but only to the extent of the Net Investment
Earnings with respect to such account for the related Distribution Date;
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(iv) to pay for the cost of the Opinions of Counsel sought
by the Trustee or the Certificate Administrator (A) as provided in clause
(v) of the definition of "Disqualified Organization," (B) as contemplated
by Section 3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by
Section 11.01(a) or 11.01(c) in connection with any amendment to this
Agreement requested by the Trustee or the Certificate Administrator which
amendment is in furtherance of the rights and interests of
Certificateholders;
(v) to pay any and all federal, state and local taxes
imposed on any REMIC Pool or on the assets or transactions of any REMIC
Pool, together with all incidental costs and expenses, to the extent none
of the Trustee, the Certificate Administrator, the Master Servicers or the
Special Servicer is liable therefor pursuant to Section 10.01(i);
(vi) to pay the Certificate Administrator any amounts
reimbursable to it pursuant to Section 10.01(e);
(vii) to pay to a Master Servicer any amounts remitted by
such Master Servicer for deposit into the Distribution Account that were
not required to be deposited therein; and
(viii) to transfer Interest Reserve Amounts to the Interest
Reserve Account in accordance with Section 3.04(c);
(ix) to clear and terminate the Distribution Account at the
termination of this Agreement pursuant to Section 9.01.
Taxes imposed on any REMIC Pool shall be allocated to the related
REMIC.
(c) The Certificate Administrator shall on each P&I Advance Date
to occur in March of each year and in the event the final Distribution Date
occurs in February or, if such year is not a leap year, in January, on the P&I
Advance Date to occur in such February or January, withdraw from the Interest
Reserve Account and deposit into the Distribution Account in respect of each
Interest Reserve Trust Mortgage Loan and Interest Reserve REO Trust Mortgage
Loan, an amount equal to the aggregate of the Interest Reserve Amounts then on
deposit in the Interest Reserve Account.
(d) The Certificate Administrator shall, on any Distribution Date,
make withdrawals from the Additional Interest Account to the extent required to
make the distributions of Additional Interest required by Section 4.01(e).
(e) The applicable Master Servicer may, from time to time, make
withdrawals from the SLC Custodial Account (if any) with respect to each
Serviced Loan Combination for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):
(i) to make remittances on each P&I Advance Date (or, with
respect to the related Serviced Non-Trust Mortgage Loan Noteholder(s), on
such earlier date (not earlier than one (1) Business Day following
receipt) as provided for in the related Co-Lender Agreement) to the
related Serviced Non-Trust Mortgage Loan Noteholder(s) and to the Trust in
accordance with the related Co-Lender Agreement, such remittances to the
Trust to be made to the applicable Master Servicer's Collection Account;
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(ii) to reimburse any Fiscal Agent, the Trustee and itself,
in that order, for xxxxxxxxxxxx X&X Advances thereby made with respect to
the related SLC Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, such Fiscal Agent's, the Trustee's and the
applicable Master Servicer's right to reimbursement pursuant to this
clause (ii) with respect to any P&I Advance (other than any P&I Advance
that has been or is determined to be a Nonrecoverable Advance, which shall
be reimbursed in the manner contemplated in Section 3.05(a)(vii)) being
limited to amounts that represent Late Collections of interest (net of
related Master Servicing Fees) and principal received in respect of the
related SLC Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto;
(iii) subject to Section 3.11(e), to pay to itself and/or the
holder of the Excess Servicing Strip earned and unpaid Master Servicing
Fees in respect of the subject Serviced Loan Combination and/or any
successor REO Mortgage Loans with respect thereto, the applicable Master
Servicer's right to payment pursuant to this clause (iii) with respect
thereto being limited to amounts received on or in respect of such
Serviced Loan Combination (whether in the form of payments (including cure
payments), Liquidation Proceeds or Insurance Proceeds) or such successor
REO Mortgage Loans (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance Proceeds), as the case may be, that are allocable as
a recovery of interest thereon;
(iv) if the subject Loan Combination includes any Serviced
Pari Passu Non-Trust Mortgage Loan that is securitized as part of a rated
commercial mortgage securitization transaction, (A) to reimburse any
master servicer, trustee or other appropriate party with respect to such
securitization transaction for any delinquency advance (comparable to a
P&I Advance) made thereby with respect to such Non-Trust Mortgage Loan or
any successor REO Mortgage Loan with respect thereto, such master
servicer's, trustee's or other appropriate party's right to reimbursement
pursuant to this clause (iv)(A) with respect to any such delinquency
advance being limited to amounts that represent late payments of interest
(net of related Master Servicing Fees) and principal received in respect
of such securitized Serviced Pari Passu Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, and (B) at or after such
time as the applicable Master Servicer reimburses such master servicer,
trustee or other appropriate party for such delinquency advance, to pay it
any unpaid interest accrued on such delinquency advance in accordance with
the pooling and servicing agreement governing such securitization
transaction, such master servicer's, trustee's or other appropriate
party's right to payment pursuant to this clause (iv)(B) with respect to
any interest on any such delinquency advance being limited to such
collections on the subject Serviced Pari Passu Loan Combination or any
related REO Property as are otherwise distributable to the related
Serviced Non-Trust Mortgage Loan Noteholder with respect to such
securitized Serviced Pari Passu Non-Trust Mortgage Loan or any successor
REO Mortgage Loan with respect thereto;
(v) subject to Section 3.11(e), to pay the Special Servicer
(or, if applicable, a predecessor Special Servicer) earned and unpaid
Special Servicing Fees, Workout Fees and/or Liquidation Fees in respect of
the subject Serviced Loan Combination or any successor REO Mortgage Loans
with respect thereto in the amounts provided in Section 3.11(c) and out of
the collections on such Serviced Loan Combination or any related SLC REO
Property as is contemplated by or consistent with the related Co-Lender
Agreement;
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(vi) to reimburse any Fiscal Agent, the Trustee, the Special
Servicer or itself, in that order, for any unreimbursed Servicing Advances
in respect of the subject Serviced Loan Combination or any related SLC REO
Property, such Fiscal Agent's, the Trustee's, the Special Servicer's and
the applicable Master Servicer's respective rights to reimbursement
pursuant to this clause (vi) with respect to any Servicing Advance being
limited to payments (including cure payments) made with respect to the
item covered by such Servicing Advance, or to Liquidation Proceeds,
Insurance Proceeds and, if applicable, REO Revenues received in respect of
such Serviced Loan Combination or any related SLC REO Property;
(vii) at or after such time as the applicable Master Servicer
reimburses any Fiscal Agent, the Trustee, the Special Servicer or itself,
in that order, for any unreimbursed Advance in respect of the subject
Serviced Loan Combination (including the related SLC Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto,
specifically) or any related SLC REO Property pursuant to clause (ii) or
(vi) above, Section 3.03 or Section 3.05(a), to pay such Fiscal Agent, the
Trustee, the Special Servicer or itself, as the case may be, in that
order, any unpaid interest accrued and payable thereon in accordance with
Section 3.03(d) or 4.03(d), as applicable, the applicable Master
Servicer's, the Special Servicer's, the Trustee's and/or such Fiscal
Agent's right to payment pursuant to this clause (vii) with respect to
interest on any Advance being permitted to be satisfied out of collections
on the subject Serviced Loan Combination or any related SLC REO Property
to the extent contemplated by or consistent with the related Co-Lender
Agreement; provided that interest on P&I Advances with respect to a
Serviced Pari Passu Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto shall be limited to such collections on
the related Serviced Pari Passu Loan Combination or any related REO
Property as are otherwise distributable to the Trust with respect to such
Serviced Pari Passu Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto;
(viii) to pay for costs and expenses incurred by the Trust
Fund pursuant to the first sentence of Section 3.12(a), with respect to
the related SLC Mortgaged Property, such payment to be made out of such
collections on the subject Serviced Loan Combination or any related SLC
REO Property to the extent contemplated by or consistent with the related
Co-Lender Agreement;
(ix) to pay itself, as additional servicing compensation in
accordance with Section 3.11(b), (A) interest and investment income earned
in respect of amounts held in such SLC Custodial Account as provided in
Section 3.06(b), but only to the extent of the Net Investment Earnings
with respect to such SLC Custodial Account for any Collection Period, and
(B) any Prepayment Interest Excess with respect to the related SLC Trust
Mortgage Loan;
(x) to pay for the cost of an independent appraiser or
other expert in real estate matters retained pursuant to Section 3.03(e),
3.09(a), 3.18(b), 4.03(c) or 9.01, to the extent such costs and expenses
relate to the subject Serviced Loan Combination and/or the related SLC
Mortgaged Property, such payment to be made out of such collections on
such Serviced Loan Combination or any related SLC REO Property to the
extent contemplated by or consistent with the related Co-Lender Agreement;
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(xi) to pay itself, the Special Servicer, the Depositor, or
any of their respective directors, officers, members, managers, employees
and agents, as the case may be, any amounts payable to any such Person
pursuant to Section 6.03, to the extent such amounts relate to the subject
Serviced Loan Combination and/or the related SLC Mortgaged Property, such
payment to be made out of such collections on the subject Serviced Loan
Combination or any related SLC REO Property to the extent contemplated by
or consistent with the related Co-Lender Agreement;
(xii) to pay for (A) the advice of counsel and tax
accountants contemplated by Section 3.17(a), (B) the cost of the Opinions
of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C)
the cost of an Opinion of Counsel contemplated by Section 11.01(a) or
11.01(c) in connection with any amendment to this Agreement requested by
the applicable Master Servicer or the Special Servicer that protects or is
in furtherance of the rights and interests of Certificateholders, (D) the
cost of recording the related Co-Lender Agreement and any required opinion
of counsel related thereto and (E) any rating confirmations with respect
to the related Serviced Loan Combination and any related SLC REO Property
that are not otherwise payable by the related Mortgagor or a party to this
Agreement but, in the case of each of (A), (B) and (C) preceding, only to
the extent such amounts relate to the subject Serviced Loan Combination
and/or the related SLC Mortgaged Property, any such payments to be made
out of such collections on the subject Serviced Loan Combination or any
related SLC REO Property to the extent contemplated by or consistent with
the related Co-Lender Agreement;
(xiii) to pay itself, the Special Servicer, the related
Mortgage Loan Seller, the Majority Controlling Class Certificateholder, a
related Serviced Non-Trust Mortgage Loan Noteholder or any other Person
entitled thereto, as the case may be, with respect to the related SLC
Trust Mortgage Loan, if previously purchased or otherwise removed from the
Trust Fund by such Person pursuant to this Agreement, all amounts received
thereon subsequent to the date of purchase or removal, and, in the case of
a replacement of a Mortgage Loan by a Qualified Substitute Mortgage Loan
or Loans, all Periodic Payments due with respect to such Qualified
Substitute Mortgage Loan(s) during or prior to the month of substitution,
in accordance with Section 2.03(c);
(xiv) to pay the cost of any Environmental Assessment or any
remedial, corrective or other action pursuant to Section 3.09(c), to the
extent such costs relate to the subject Serviced Loan Combination and/or
the related SLC Mortgaged Property, such payment to be made out of such
collections on the subject Serviced Loan Combination or any related SLC
REO Property to the extent contemplated by or consistent with the related
Co-Lender Agreement;
(xv) to pay any amount that, if made as a Servicing Advance
in respect of the related SLC Trust Mortgage Loan, would constitute a
Nonrecoverable Servicing Advance, provided that the applicable Master
Servicer (or, if the related SLC Trust Mortgage Loan is a Specially
Serviced Trust Mortgage Loan or in the case of any related SLC REO
Property, the Special Servicer) determines that such payment would be in
the best interests of the Certificateholders and the related Serviced
Non-Trust Mortgage Loan Noteholder(s), as a collective whole, pursuant to
Section 3.03(c);
(xvi) to withdraw any amounts deposited in error;
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(xvii) to withdraw any other amounts that this Agreement or
the related Co-Lender Agreement expressly provides may be withdrawn from
such SLC Custodial Account; and
(xviii) to clear and terminate such SLC Custodial Account at
the termination of this Agreement pursuant to Section 9.01.
Each Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from an SLC Custodial Account pursuant to the preceding paragraph and
such records shall be sufficient to determine the amounts attributable to REMIC
I and/or the Loan REMICs, as applicable.
The applicable Master Servicer shall, as and when required by any
related Co-Lender Agreement (or, in the absence of any express provisions
therein regarding timing, on or before 2:00 PM (New York City time) on each P&I
Advance Date), but in no event earlier than two Business Days following receipt,
remit to the Trust and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) such amounts as are distributable in respect of any SLC Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto)
and the related Serviced Non-Trust Mortgage Loan(s) (or any successor REO
Serviced Non-Trust Mortgage Loan(s) with respect thereto), respectively,
pursuant to the related Co-Lender Agreement, such remittances to the Trust to be
made to the applicable Master Servicer's Collection Account and such remittances
to each related Serviced Non-Trust Mortgage Loan Noteholder to be made to the
account designated by such Serviced Non-Trust Mortgage Loan Noteholder pursuant
to the related Co-Lender Agreement. Late remittances to a Serviced Non-Trust
Mortgage Loan Noteholder may be accompanied by interest thereon only as and to
the extent required under the related Co-Lender Agreement.
The applicable Master Servicer shall pay to the Special Servicer,
the Certificate Administrator, the Trustee or any Fiscal Agent on each P&I
Advance Date from an SLC Custodial Account amounts permitted to be paid pursuant
to the related Co-Lender Agreement to the Special Servicer, the Trustee or such
Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing
Officer of the Special Servicer or of a Responsible Officer of the Trustee, the
Certificate Administrator or such Fiscal Agent describing the item and amount to
which the Special Servicer, the Trustee, the Certificate Administrator or such
Fiscal Agent, as the case may be, is entitled. The applicable Master Servicer
may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting with respect to any Serviced Loan Combination or
any SLC REO Property, on a loan-by-loan and property-by-property basis, for the
purpose of substantiating any request for withdrawal from the related SLC
Custodial Account. The Trustee and any Fiscal Agent shall similarly keep and
maintain separate accounting with respect to any Serviced Loan Combination or
any related SLC REO Property, on a loan-by-loan and property-by-property basis,
for the purpose of substantiating any request for withdrawal from the related
SLC Custodial Account for reimbursements of Advances or interest thereon.
If and to the fullest extent that it is permitted to do so pursuant
to a Co-Lender Agreement, the applicable Master Servicer shall, consistent with
the Servicing Standard, seek payment from (or out of amounts otherwise payable
to) the related Serviced Non-Trust Mortgage Loan Noteholder(s) to cover (or to
reimburse the Trust for the payment of) any cost or expense, including the
reimbursement of Advances and the payment of interest thereon, with respect to a
Serviced Loan
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Combination or any related SLC REO Property that was not (but, subject to
available funds, would have been permitted to be) paid out of amounts otherwise
payable to such Serviced Non-Trust Mortgage Loan Noteholder(s).
(f) The Certificate Administrator may, from time to time, make
withdrawals from the Floating Rate Account in respect of any Floating Rate Class
for (but only for) the following purposes:
(i) to make payments to the related Swap Counterparty
pursuant to Section 3.28(d);
(ii) to make distributions to the Holders of the applicable
Floating Rate Certificates on each Distribution Date pursuant to
Section 4.01(f);
(iii) to pay the Depositor the portion of the Depositor's
Return Amount allocable to such Floating Rate Class;
(iv) to pay itself Net Investment Earnings earned on funds
held in such Floating Rate Account;
(v) to pay to the Persons entitled thereto any amounts
deposited in such Floating Rate Account in error; and
(vi) to clear and terminate such Floating Rate Account
pursuant to Section 9.01.
It is hereby acknowledged that amounts on deposit in a Floating Rate
Account as of any Distribution Date and available for such purposes shall be
applied to make any payments to the related Swap Counterparty pursuant to, and
subject to the limitations and conditions set forth in, Section 3.28(d), prior
to being applied to make distributions to the Class A-4FL Certificateholders,
the Class A-MFL Certificateholders or the Class A-JFL Certificateholders, as
applicable, pursuant to Section 4.01(f).
SECTION 3.06 Investment of Funds in the Servicing Accounts,
Reserve Accounts, Collection Accounts, Interest
Reserve Account, Distribution Account, Floating Rate
Accounts, SLC Custodial Accounts, Gain-on-Sale
Reserve Account, Additional Interest Account, and
REO Accounts.
(a) Each Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, a Collection
Account or an SLC Custodial Account on its behalf (each, for purposes of this
Section 3.06, an "Investment Account"), the Special Servicer may direct in
writing any depository institution maintaining an REO Account (also, for
purposes of this Section 3.06, an "Investment Account"), and the Certificate
Administrator may direct in writing any depository institution maintaining the
Distribution Account, the Interest Reserve Account, a Floating Rate Account, the
Gain-on-Sale Reserve Account or the Additional Interest Account (also, for
purposes of this Section 3.06, an "Investment Account") to invest, or if it is
such depository institution, may itself invest, the funds held therein only in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account
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pursuant to this Agreement. Funds held in the Distribution Account, the
Additional Interest Account and the Gain-on-Sale Reserve Account may remain
uninvested. All Permitted Investments of funds in an Investment Account shall be
held to maturity, unless payable on demand. Any investment of funds in an
Investment Account shall be made in the name of the Trustee (in its capacity as
such). The Master Servicers on behalf of the Trustee for the benefit of
Certificateholders (with respect to Permitted Investments of amounts in the
Servicing Accounts, the Reserve Accounts or the Collection Accounts) or the
benefit of the Certificateholders and the related Serviced Non-Trust Mortgage
Loan Noteholder(s) (with respect to Permitted Investments of amounts in an SLC
Custodial Account), the Special Servicer on behalf of the Trustee for the
benefit of Certificateholders (with respect to Permitted Investments of amounts
in the Pool REO Account) or the benefit of the Certificateholders and the
related Serviced Non-Trust Mortgage Loan Noteholder(s) (with respect to
Permitted Investments of amounts in an SLC REO Account) and the Certificate
Administrator on behalf of the Trustee for the benefit of the Certificateholders
(with respect to Permitted Investments of amounts in the Distribution Account, a
Floating Rate Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account or the Additional Interest Account), shall (and the Trustee hereby
designates the Master Servicers, the Special Servicer and the Certificate
Administrator, with respect to any Investment Account maintained by any of them,
and itself, with respect to the Distribution Account, the Floating Rate
Accounts, the Interest Reserve Account, the Additional Interest Account and the
Gain-on-Sale Reserve Account, as applicable, as the Person that shall) maintain
continuous possession of any Permitted Investment that is either (i) a
"certificated security," as such term is defined in the UCC, or (ii) other
property in which a secured party may perfect its security interest only by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by a Master Servicer, the Special Servicer or the
Certificate Administrator shall constitute possession by the Trustee, as secured
party, for purposes of Section 9-313 of the UCC and any other applicable law. If
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the applicable Master Servicer (with
respect to Permitted Investments of amounts in a Collection Account, a Servicing
Account, an SLC Custodial Account or a Reserve Account), the Special Servicer
(with respect to Permitted Investments of amounts in an REO Account) or the
Certificate Administrator (with respect to Permitted Investments of amounts in
the Distribution Account, a Floating Rate Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account or the Additional Interest Account) shall:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser
of (1) all amounts then payable thereunder and (2) the amount required to
be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by the applicable Master Servicer, the Special Servicer or
the Certificate Administrator, as the case may be, that such Permitted
Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.
(b) Whether or not a Master Servicer directs the investment of
funds in any of its Servicing Accounts, Reserve Accounts, Collection Account or
SLC Custodial Accounts, interest and investment income realized on funds
deposited therein, to the extent of the related Net Investment Earnings, if any,
for each Collection Period and, in the case of a Reserve Account or a Servicing
Account, to the extent not otherwise payable to the related Mortgagor in
accordance with applicable law or the related loan documents, shall be for the
sole and exclusive benefit of such Master Servicer and
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shall be subject to its withdrawal at the end of such Collection Period. Whether
or not the Special Servicer directs the investment of funds in any REO Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each Collection Period, shall
be for the sole and exclusive benefit of the Special Servicer and shall be
subject to its withdrawal at the end of such Collection Period. Whether or not
the Certificate Administrator directs the investment of funds in the
Distribution Account, any of the Floating Rate Accounts, the Interest Reserve
Account, the Additional Interest Account or the Gain-on-Sale Reserve Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each Distribution Date, shall
be for the sole and exclusive benefit of the Certificate Administrator and shall
be subject to its withdrawal on such Distribution Date. If any loss shall be
incurred in respect of any Permitted Investment on deposit in any Investment
Account, the applicable Master Servicer (in the case of the Servicing Accounts,
the Reserve Accounts, the Collection Account and any SLC Custodial Account, but
excluding any Servicing Accounts and Reserve Accounts containing amounts
invested solely for the benefit of, and at the direction of, the Mortgagor under
the terms of the Serviced Mortgage Loan or applicable law), the Special Servicer
(in the case of the REO Accounts) and the Certificate Administrator (with
respect to Permitted Investments of amounts in the Distribution Account, any
Floating Rate Account, the Interest Reserve Account, the Additional Interest
Account and the Gain-on-Sale Reserve Account) shall promptly deposit therein
from its own funds, without right of reimbursement, no later than, in the case
of the Master Servicers and Special Servicer, the end of the Collection Period
during which such loss was incurred, and in the case of the Certificate
Administrator, no later than 12:00 noon, New York City time, on the subject
Distribution Date, the amount of the Net Investment Loss, if any, for such
Collection Period or such Distribution Date, as the case may be; provided that
none of the Master Servicers, the Special Servicer or the Certificate
Administrator shall be required to deposit any loss on an investment of funds in
an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made and as of 30
days prior to the date of such bankruptcy or insolvency.
(c) Except as otherwise expressly provided in this Agreement, if
any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment and the Certificate Administrator, the Special Servicer or
a Master Servicer fails to deposit any losses with respect to such Permitted
Investment pursuant to Section 3.06(b), the Trustee may and, subject to Section
8.02, upon the request of Holders of Certificates entitled to not less than 25%
of the Voting Rights allocated to any Class, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
(d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount, the amounts so
invested shall be deemed to remain on deposit in such Investment Account.
(e) Notwithstanding anything herein to the contrary, the Initial
Deposits shall remain uninvested.
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SECTION 3.07 Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) The applicable Master Servicer (with respect to each Serviced
Mortgage Loan) and the Special Servicer (with respect to each Administered REO
Property) shall use reasonable efforts to require the related Mortgagor to
maintain or, consistent with the Servicing Standard and to the extent that the
Trust has an insurable interest and the subject coverage, except as provided
below with respect to insurance against terrorist or similar acts, is available
at commercially reasonable rates, otherwise cause to be maintained for each
Mortgaged Property all insurance coverage as is required under the related
Mortgage; provided that, if and to the extent that any such Mortgage permits the
holder thereof any discretion (by way of consent, approval or otherwise) as to
the insurance coverage that the related Mortgagor is required to maintain, the
applicable Master Servicer shall exercise such discretion in a manner consistent
with the Servicing Standard (and, to the extent consistent with the Servicing
Standard, may take into account the insurance in place at the closing of the
subject Serviced Mortgage Loan); and provided, further, that, required insurance
coverage obtained by the applicable Master Servicer shall be from Qualified
Insurers. The cost of any such insurance coverage obtained by either the
applicable Master Servicer or the Special Servicer shall be a Servicing Advance
to be paid by the applicable Master Servicer pursuant to Section 3.03. The
Majority Controlling Class Certificateholder may request that earthquake
insurance be secured for one or more Mortgaged Properties at the expense of the
Majority Controlling Class Certificateholder, to the extent that the Trust has
an insurable interest; provided that neither the applicable Master Servicer nor
the Special Servicer shall be obligated to obtain at the expense of the Trust
earthquake or environmental insurance for any Mortgaged Property securing a
Serviced Mortgage Loan unless (i) it was in effect at the Closing Date or (ii)
is required under the related loan documents and is available at commercially
reasonable rates. Subject to Section 3.17(a), the Special Servicer shall also
cause to be maintained for each Administered REO Property no less insurance
coverage than was previously required of the Mortgagor under the related
Mortgage; provided that all such insurance shall be obtained from Qualified
Insurers. All such insurance policies maintained by the applicable Master
Servicer or the Special Servicer (i) shall contain (if they insure against loss
to property and do not relate to an Administered REO Property) a "standard"
mortgagee clause, with loss payable to the Trustee or the applicable Master
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Serviced Mortgage Loans); (ii) shall be in the name of the Special
Servicer (in the case of insurance maintained in respect of Administered REO
Properties), on behalf of the Trustee; (iii) shall be non-cancelable without 30
days' prior written notice to the insured party; (iv) shall include coverage in
an amount not less than the lesser of (A) the full replacement cost of the
improvements on the subject Mortgaged Property or Administered REO Property, as
applicable, or (B) the outstanding principal balance owing on the related
Serviced Mortgage Loan or REO Mortgage Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions; (v)
shall include a replacement cost endorsement providing no deduction for
depreciation (unless such endorsement is not permitted under the related
Serviced Mortgage Loan documents); (vi) shall include such other insurance,
including, to the extent available at commercially reasonable rates, earthquake
insurance, where applicable, as required under the applicable Mortgage or other
Serviced Mortgage Loan document; and (vii) in each case such insurance shall be
issued by an insurer authorized under applicable law to issue such insurance.
Any amounts collected by the applicable Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or Administered REO Property or amounts
to be released to the related Mortgagor, in each case subject to the rights of
any tenants and ground lessors, as the case may be, and in each case in
accordance with the terms of the related Mortgage and the Servicing Standard)
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shall be deposited in, as applicable, the applicable Master Servicer's
Collection Account, subject to withdrawal pursuant to Section 3.05(a), or any
related SLC Custodial Account, subject to withdrawal pursuant to Section
3.05(e), in the case of amounts received in respect of a Serviced Mortgage Loan,
or in the applicable REO Account, subject to withdrawal pursuant to Section
3.16(c), in the case of amounts received in respect of an Administered REO
Property. Any cost incurred by the applicable Master Servicer or the Special
Servicer in maintaining any such insurance shall not, for purposes hereof,
including, without limitation, calculating monthly distributions to
Certificateholders, be added to unpaid principal balance of the related Serviced
Mortgage Loan, notwithstanding that the terms of the related Serviced Mortgage
Loan so permit.
Notwithstanding the foregoing, subject to Section 6.11, Section 6.12
and Section 6.13, in each case as and if applicable, no Master Servicer or
Special Servicer will be required to maintain, and shall not cause a Mortgagor
to be in default with respect to the failure of the related Mortgagor to obtain,
fire and extended perils casualty insurance which does not contain any carve-out
for terrorist or similar acts, if and only if, the Special Servicer, in
consultation with the Controlling Class Representative, has determined in
accordance with the Servicing Standard that either (i) such insurance is not
available at any rate or (ii) such insurance is not available at commercially
reasonably rates and that such hazards are not at the time commonly insured
against for properties similar to the subject Mortgaged Property and located in
or around the region in which the subject Mortgaged Property is located;
provided, however, that the Controlling Class Representative shall not have more
than three (3) Business Days to respond to the Special Servicer's request for
consultation; and provided, further, that upon the Special Servicer's
determination consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Controlling Class
Representative, the Special Servicer shall not be required to do so; and
provided, further, that, during the period that the Special Servicer is
evaluating such insurance hereunder, the applicable Master Servicer shall not be
liable for any loss related to its failure to require the Mortgagor to maintain
terrorism insurance and shall not be in default of its obligations hereunder as
a result of such failure. The Special Servicer shall promptly notify the
applicable Master Servicer of each determination under this paragraph.
(b) If a Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or force
placed policy insuring against hazard losses on all of the Serviced Mortgage
Loans and/or Administered REO Properties that it is required to service and
administer, then, to the extent such policy (i) is obtained from a Qualified
Insurer and (ii) provides protection equivalent to the individual policies
otherwise required, then such Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the related Mortgaged Properties
and/or Administered REO Properties. Each Master Servicer and the Special
Servicer shall bear the cost of any premium payable in respect of such blanket
policy obtained by it (other than blanket policies specifically obtained for
Mortgaged Properties or Administered REO Properties) without right of
reimbursement; provided that if a Master Servicer or the Special Servicer, as
the case may be, causes any Mortgaged Property or Administered REO Property to
be covered by such blanket policy, the incremental costs of such insurance
applicable to such Mortgaged Property or Administered REO Property shall
constitute, and be reimbursable as, a Servicing Advance to the extent that,
except with respect to an Administered REO Property, such blanket policy
provides insurance that the related Mortgagor has failed to maintain. Such
blanket policy or force placed policy may contain a deductible clause (not in
excess of a customary amount), in which case the applicable Master Servicer or
the Special Servicer, as appropriate, shall, if there shall not have been
maintained on the related Mortgaged Property or Administered REO Property
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a hazard insurance policy complying with the requirements of Section 3.07(a),
and there shall have been one or more losses that would have been covered by
such policy, promptly deposit into the applicable Master Servicer's Collection
Account (or, in the case of an SLC Mortgaged Property or any SLC REO Property,
into the related SLC Custodial Account), in accordance with Section 3.04, from
its own funds the amount not otherwise payable under the blanket policy or force
placed policy, as the case may be, because of such deductible clause, to the
extent the amount of such deductible exceeds the deductible permitted under the
related Trust Mortgage Loan documents or, if the related Trust Mortgage Loan
documents are silent regarding a permitted deductible, to the extent the amount
of the deductible under the blanket policy or force placed policy, as the case
may be, exceeds a customary deductible for the particular type of individual
hazard insurance policy. The applicable Master Servicer or the Special Servicer,
as appropriate, shall prepare and present, on behalf of itself, the Trustee and
Certificateholders (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), claims under any such blanket
policy or force placed policy in a timely fashion in accordance with the terms
of such policy.
(c) Each of the Master Servicers and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Trust Mortgage Loans or Administered REO Properties are part of the
Trust Fund) keep in force a fidelity bond with Qualified Insurers, such fidelity
bond to be in such form and amount as would permit it to be a qualified FNMA or
FHLMC, whichever is greater, seller-servicer of multifamily mortgage loans, or
in such other form and amount as would not cause an Adverse Rating Event with
respect to the Certificates (as evidenced in writing from each Rating Agency) or
with respect to any Specially Designated Non-Trust Mortgage Loan Securities (as
evidenced in writing by each Other Rating Agency). Each of the Master Servicers
and the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
subject Master Servicer or the Special Servicer, as the case may be. Such
fidelity bond shall provide for ten (10) days' written notice to the Trustee
prior to any cancellation.
Each of the Master Servicers and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Trust Mortgage Loans and/or Administered REO Properties exist as part
of the Trust Fund) also keep in force with Qualified Insurers, a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers, employees and agents in connection with its servicing obligations
hereunder, which policy or policies shall be in such form and amount as would
permit it to be a qualified FNMA seller-servicer of multifamily mortgage loans,
or in such other form and amount as would not cause an Adverse Rating Event with
respect to the Certificates (as evidenced in writing from each Rating Agency) or
with respect to any Specially Designated Non-Trust Mortgage Loan Securities (as
evidenced in writing by each Other Rating Agency). Each of the Master Servicers
and the Special Servicer shall be deemed to have complied with the foregoing
provisions if an Affiliate thereof has such insurance and, by the terms of such
policy or policies, the coverage afforded thereunder extends to the subject
Master Servicer or the Special Servicer, as the case may be. Any such errors and
omissions policy shall provide for ten (10) days' written notice to the Trustee
prior to cancellation. The Master Servicers and the Special Servicer shall each
cause the Trustee to be an additional loss payee on any policy currently in
place or procured pursuant to the requirements of this Section 3.07(c).
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For so long as the long-term debt obligations of a Master Servicer
or Special Servicer, as the case may be (or, in the case of the initial Master
Servicers and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by all of the Rating Agencies (or such
lower rating as will not result in an Adverse Rating Event with respect to the
Certificates, as evidenced in writing by the Rating Agencies, or with respect to
any Specially Designated Non-Trust Mortgage Loan Securities, as evidenced in
writing by the Other Rating Agencies), such Person may self-insure with respect
to the risks described in this subsection.
(d) Within 90 days of the Closing Date, with respect to each of
the Trust Mortgage Loans identified on Schedule III attached hereto as being
covered by a lender's environmental insurance policy, the applicable Master
Servicer shall notify the insurer under such environmental insurance policy and
take all other action necessary for the Trustee, on behalf of the
Certificateholders (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), to be an insured (and, for the
applicable Master Servicer, on behalf of the Trust Fund (and in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), to make claims) under such environmental insurance policy. In
the event that the applicable Master Servicer has actual knowledge of any event
(an "Insured Environmental Event") giving rise to a claim under any
environmental insurance policy in respect of any Serviced Mortgage Loan covered
thereby, the applicable Master Servicer shall, in accordance with the terms of
such environmental insurance policy and the Servicing Standard, timely make a
claim thereunder with the appropriate insurer and shall take such other actions
in accordance with the Servicing Standard which are necessary under such
environmental insurance policy in order to realize the full value thereof for
the benefit of the Certificateholders (and, in the case of a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as a
collective whole. Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with any such claim
under an environmental insurance policy shall be paid by the applicable Master
Servicer and shall be reimbursable to it as a Servicing Advance. With respect to
each environmental insurance policy that relates to one or more Trust Mortgage
Loans (other than, if applicable, the Outside Serviced Trust Mortgage Loans),
the applicable Master Servicer shall review and familiarize itself with the
terms and conditions relating to enforcement of claims and shall monitor the
dates by which any claim must be made or any action must be taken under such
policy to realize the full value thereof for the benefit of the
Certificateholders (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in the event the applicable
Master Servicer has actual knowledge of an Insured Environmental Event giving
rise to a claim under such policy.
In the event that the applicable Master Servicer receives notice of
any termination of any environmental insurance policy that relates to one or
more Serviced Mortgage Loans, the applicable Master Servicer shall, within five
(5) Business Days after receipt of such notice, notify the Special Servicer, the
Controlling Class Representative, the Rating Agencies, and the Trustee and, in
the case of a Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan Noteholder(s) of such termination in writing. Upon receipt of such notice,
the applicable Master Servicer with respect to non-Specially Serviced Trust
Mortgage Loans, and the Special Servicer with respect to Specially Serviced
Trust Mortgage Loans, shall address such termination in accordance with Section
3.07(a) in the same manner as it would the termination of any other Insurance
Policy required under the related Trust Mortgage Loan documents. Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with a resolution of such termination of an
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environmental insurance policy shall be paid by the applicable Master Servicer
and shall be reimbursable to it as a Servicing Advance.
SECTION 3.08 Enforcement of Alienation Clauses.
(a) Upon receipt of any request for a waiver in respect of a
due-on-sale (including, without limitation, a sale of a Mortgaged Property (in
full or in part) or a sale, transfer, pledge or hypothecation of direct or
indirect interests in a Mortgagor or its owners) or due-on-encumbrance
(including, without limitation, any mezzanine financing of a Mortgagor or a
Mortgaged Property or a sale or transfer of preferred equity in a Mortgagor or
its owners) provision with respect to a Serviced Mortgage Loan or a request by a
Mortgagor for a determination with respect to a Serviced Mortgage Loan which by
its terms permits transfer, assumption or further encumbrance without lender
consent upon the satisfaction of certain conditions, that such conditions have
been satisfied, the applicable Master Servicer shall: (i) in the case of a
Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, analyze
such request, prepare all written materials in connection with such analysis
and, if it approves such request in accordance with the Servicing Standard,
close the related transaction, subject to Section 6.11, Section 6.12 and Section
6.13, in each case as and if applicable, and any applicable intercreditor,
co-lender or similar agreement; and (ii) in the case of a Specially Serviced
Mortgage Loan, promptly forward such request to the Special Servicer, who, if
otherwise permitted pursuant to this Agreement, shall analyze such request,
shall prepare all written materials in connection with such analysis, and shall,
if it approves such request in accordance with the Servicing Standard, close the
related transaction, subject to Section 6.11, Section 6.12 and Section 6.13, in
each case as and if applicable, and any applicable intercreditor, co-lender or
similar agreement; provided that neither a Master Servicer nor any Sub-Servicer
on its behalf may waive any due-on-sale or due-on-encumbrance provision or
consent to any assumption without the consent of the Special Servicer and, if
required under a related Co-Lender Agreement, the consent of the related
Serviced Non-Trust Mortgage Loan Noteholder(s). With respect to all Serviced
Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee
of record (or, in the case of a Serviced Non-Trust Mortgage Loan, on behalf of
the related Serviced Non-Trust Mortgage Loan Noteholder), shall, to the extent
permitted by applicable law, enforce the restrictions contained in the related
Mortgage on transfers or further encumbrances of the related Mortgaged Property
and on transfers of interests in the related Mortgagor (either directly for
Specially Serviced Mortgage Loans or by denying consent with respect to Serviced
Mortgage Loans that are not Specially Serviced Mortgage Loans), unless the
Special Servicer (or, in the case of a Serviced Mortgage Loan that is not a
Specially Serviced Mortgage Loan, the applicable Master Servicer), subject to
Section 6.11, Section 6.12 and Section 6.13, in each case if and as applicable,
has determined, consistent with the Servicing Standard, that waiver of such
restrictions would be in accordance with the Servicing Standard. Promptly after
the Special Servicer or, if applicable, the applicable Master Servicer, subject
to Section 6.11, Section 6.12 and Section 6.13, in each case if and as
applicable, has made any such determination, such servicer shall deliver to the
Trustee, the Rating Agencies and each other party hereto an Officer's
Certificate setting forth the basis for such determination. None of the Master
Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them shall
exercise (or, in the case of the Special Servicer, consent to a Master Servicer
exercising) any such waiver in respect of a due-on-encumbrance provision of: (x)
any Serviced Trust Mortgage Loan (i) with respect to which the aggregate of the
Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal
Balance of all other Trust Mortgage Loans that are cross-collateralized with,
cross-defaulted with or have been made to Mortgagors affiliated with the
Mortgagor on such Trust Mortgage Loan, is equal to or in excess of $20,000,000,
(ii) with respect to which the aggregate of the Stated Principal Balance of such
Trust
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Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans
that are cross-collateralized with, cross-defaulted with or have been made to
Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are
greater than 5% (or, with respect to S&P, 2%) of the aggregate Stated Principal
Balance of all Trust Mortgage Loans or (iii) is one of the ten (10) largest
Trust Mortgage Loans as of the date of the waiver (by Stated Principal Balance),
without receiving prior written confirmation from each Rating Agency that such
action would not result in an Adverse Rating Event with respect to the
Certificates (and if the subject Trust Mortgage Loan is part of a Loan
Combination that includes a Specially Designated Non-Trust Mortgage Loan,
without receiving prior written confirmation from each applicable Other Rating
Agency that such action would not result in an Adverse Rating Event with respect
to any related Specially Designated Non-Trust Mortgage Loan Securities); or (y)
any Serviced Trust Mortgage Loan with respect to which the related Loan-to-Value
Ratio (calculated to include the existing indebtedness secured by any
encumbrance and the proposed additional debt) would be equal to or greater than
85% or the Debt Service Coverage Ratio (calculated to include the existing
indebtedness secured by any encumbrance and the proposed additional debt) would
be 1.2x or less, without receiving a prior written confirmation from S&P that
such action would not result in an Adverse Rating Event with respect to the
Certificates (and if the subject Trust Mortgage Loan is part of a Loan
Combination that includes a Specially Designated Non-Trust Mortgage Loan, and if
S&P has rated any of the related Specially Designated Non-Trust Mortgage Loan
Securities, without receiving written confirmation from S&P that such action
would not result in an Adverse Rating Event with respect to such Specially
Designated Non-Trust Mortgage Loan Securities). In addition, none of the Master
Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them shall
waive (or, in the case of the Special Servicer, consent to a Master Servicer
waiving) any due-on-sale provision of any Serviced Trust Mortgage Loan with
respect to which (i) the aggregate of the Stated Principal Balance of such Trust
Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans
that are cross-collateralized with, cross-defaulted with or have been made to
Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, is equal
to or in excess of $35,000,000 (or, in the case of Xxxxx'x, $20,000,000), (ii)
the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and
the Stated Principal Balance of all other Trust Mortgage Loans that are
cross-collateralized with, cross-defaulted with or have been made to Mortgagors
affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 5%
of the aggregate Stated Principal Balance of all Trust Mortgage Loans or (iii)
such Trust Mortgage Loan is one of the ten (10) largest Trust Mortgage Loans as
of the date of the waiver (by Stated Principal Balance), without receiving prior
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to the Certificates (and if the subject
Trust Mortgage Loan is part of a Loan Combination that includes a Specially
Designated Non-Trust Mortgage Loan, without receiving prior written confirmation
from each applicable Other Rating Agency that such action would not result in an
Adverse Rating Event with respect to any related Specially Designated Non-Trust
Mortgage Loan Securities). If a Trust Mortgage Loan does not meet the criteria
set forth in clause (i), (ii) or (iii) of the preceding sentence or clause (x)
or (y) of the second preceding sentence, if and as applicable, then the Special
Servicer (or, in the case of a Performing Serviced Trust Mortgage Loan, the
applicable Master Servicer) may waive the subject requirement without approval
by any Rating Agency (or, if applicable, any Other Rating Agency) in accordance
with the Servicing Standard. Any fees charged by the respective Rating Agencies
in connection with obtaining any written rating confirmation contemplated above
in this paragraph shall be charged to the Mortgagor unless prohibited by the
related loan documents, in which case such fees shall be Additional Trust Fund
Expenses paid out of the Collection Account (or, in the case of a Serviced Loan
Combination, shall be paid out of the related SLC Custodial Account), to the
extent that the related Mortgage Loan Seller has not paid such fees, pursuant to
the applicable Mortgage Loan Purchase
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Agreement, provided that, if and to the extent that any such Rating Agency fees
paid would result in the failure of any one or more Holder(s) of Regular
Certificates and/or Floating Rate Certificates to receive any amount of
principal or interest at the related Pass-Through Rate to which such Holder(s)
are entitled (in each case by the time any such amounts are due and payable to
such Holder(s)), then such amounts shall be deemed to have been distributed to
such Holder(s) from REMIC II, as of the time paid and then paid by such
Holder(s) and not by any REMIC Pool. If the Special Servicer (or, in the case of
a Performing Serviced Trust Mortgage Loan, the applicable Master Servicer), in
accordance with the Servicing Standard, determines with respect to any Serviced
Mortgage Loan that by its terms permits transfer, assumption or further
encumbrance of a Serviced Mortgage Loan or the related Mortgaged Property, as
applicable, without lender consent upon the satisfaction of certain conditions,
that such conditions have not been satisfied, then neither the applicable Master
Servicer nor any Sub-Servicer on its behalf may permit such transfer, assumption
or further encumbrance. As used in this paragraph, the terms "sale", "transfer"
and "encumbrance" include the matters contemplated by the parentheticals in the
first sentence of this paragraph. None of the Master Servicers, the Special
Servicer or a Sub-Servicer on behalf of any of them has the authority to perform
any of the actions set forth above in this paragraph with respect to the Outside
Serviced Trust Mortgage Loans.
Each request for rating confirmation contemplated by the foregoing
paragraph shall be accompanied by a recommendation of whether to waive the
subject restrictions and an analysis supporting such recommendation.
(b) If a Master Servicer or Special Servicer, as applicable,
consents subsequent to the Closing Date to the incurrence by the principal(s) of
a Mortgagor under a Serviced Mortgage Loan of mezzanine financing in accordance
with the related loan documents and enters into an intercreditor agreement, such
servicer (to the extent it is permitted to do so under the related loan
documents and applicable law and in accordance with the Servicing Standard)
shall use reasonable efforts to require the related mezzanine lender to agree to
pay a Liquidation Fee in connection with any purchase right that arises upon a
Serviced Mortgage Loan default in the event such purchase occurs after the
expiration of 90 days from the date the right to purchase arises under such
mezzanine intercreditor agreement. The foregoing sentence shall not operate to
modify the provisions of the preceding paragraph of this Section 3.08(a)
regarding due-on-sale and due-on-encumbrance provisions.
(c) Notwithstanding anything herein to the contrary, the
applicable Master Servicer shall approve and close, without the consent of the
Special Servicer, all transfers of tenant-in-common ownership interests
contemplated by the related documents for any Performing Serviced Trust Mortgage
Loan; provided that all such transfers shall be strictly in accordance with the
related loan documents and the applicable Master Servicer may not waive any
requirements. Upon completion of any such transfer, the applicable Master
Servicer shall promptly (i) provide notice thereof to the Special Servicer and
the Controlling Class Representative and (ii) advise the Special Servicer and
the Controlling Class Representative, as to total number of transfers with
respect to such Performing Serviced Trust Mortgage Loan that such Master
Servicer has approved and closed as of such date and the expiration date (if
any) by which any such transfer(s) must occur pursuant to the related loan
document.
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SECTION 3.09 Realization Upon Defaulted Trust Mortgage Loans;
Required Appraisals.
(a) The Special Servicer shall, subject to Sections 3.09(b)
through 3.09(d), Section 6.11, Section 6.12 and Section 6.13, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Serviced Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments,
including, without limitation, pursuant to Section 3.20. Subject to the second
paragraph of Section 3.03(c), the applicable Master Servicer shall advance all
costs and expenses (other than costs or expenses that would, if incurred,
constitute a Nonrecoverable Servicing Advance) incurred by the Special Servicer
in any such proceedings, and shall be entitled to reimbursement therefor as
provided in Section 3.05(a). Nothing contained in this Section 3.09 shall be
construed so as to require the Special Servicer, on behalf of the Trust Fund
(and, in the case of an SLC Mortgaged Property, on behalf of the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in
accordance with the Servicing Standard and in its reasonable and good faith
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Serviced Mortgage Loan, the occupancy
level and physical condition of the related Mortgaged Property or Administered
REO Property, the state of the local economy, the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a) and the results
of any appraisal obtained pursuant to the following sentence, all such bids to
be made in a manner consistent with the Servicing Standard. If and when the
applicable Master Servicer or the Special Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a defaulted Serviced Mortgage Loan, whether for purposes of
bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund
(and, in the case of a Serviced Loan Combination, at the expense of the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), have an appraisal performed
with respect to such property by an Independent Appraiser or other expert in
real estate matters; which appraisal shall take into account, as applicable,
among other factors, the period and amount of any delinquency on the affected
Serviced Mortgage Loan, the occupancy level and physical condition of the
related Mortgaged Property or REO Property, the state of the local economy, the
obligation to dispose of any related REO Property within the time period
specified in Section 3.16(a), any environmental, engineering or other third
party reports available, and other factors that a prudent real estate appraiser
would consider.
With respect to each Required Appraisal Trust Mortgage Loan, the
Special Servicer will be required to obtain a Required Appraisal (or with
respect to any Trust Mortgage Loan with an outstanding principal balance less
than $2,000,000, an internal valuation performed by the Special Servicer) within
60 days of a Trust Mortgage Loan becoming a Required Appraisal Trust Mortgage
Loan (unless an appraisal meeting the requirements of a Required Appraisal was
obtained for such Required Appraisal Trust Mortgage Loan within the prior 12
months and the Special Servicer has no actual knowledge of a material adverse
change in the condition of the related Mortgaged Property in which case such
appraisal may be a letter update of the Required Appraisal) and thereafter shall
obtain a Required Appraisal (or with respect to any Trust Mortgage Loan with an
outstanding principal balance less than $2,000,000, and in lieu of an Appraisal,
an internal valuation performed by the Special Servicer) once every 12 months
(or sooner if the Special Servicer has actual knowledge of a material adverse
change in the condition of the related Mortgaged Property) if such Trust
Mortgage Loan remains a Required Appraisal Trust Mortgage Loan. The Special
Servicer will deliver a copy of each
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Required Appraisal (or letter update or internal valuation) to the applicable
Master Servicer, the Controlling Class Representative and the Trustee (and, in
the case of an SLC Mortgaged Property, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)) within 10 Business Days of obtaining such Required Appraisal
(or letter update or internal valuation). Subject to the second paragraph of
Section 3.03(c), the applicable Master Servicer shall advance the cost of such
Required Appraisal; provided, however, that such expense will be subject to
reimbursement to the applicable Master Servicer as a Servicing Advance out of
the Collection Accounts, pursuant to Section 3.05(a) or, in the case of a
Serviced Loan Combination, out of the related SLC Custodial Account, pursuant to
Section 3.05(e), as applicable in accordance with Section 3.05.
Notwithstanding the foregoing, in no event shall a Master Servicer
or the Special Servicer obtain an appraisal of any SLC Mortgaged Property
pursuant to this Section 3.09(a) after the related SLC Trust Mortgage Loan has
been paid in full.
(b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of
Counsel (the cost of which may be withdrawn from the Collection Accounts
pursuant to Section 3.05(a)) or, in the case of a Serviced Loan
Combination, if applicable, from the related SLC Custodial Account
pursuant to Section 3.05(e)) to the effect that the holding of such
personal property as part of the Trust Fund (in the case of a Serviced
Loan Combination, to the extent not allocable to the related Serviced
Non-Trust Mortgage Loan(s)) will not cause the imposition of a tax on any
REMIC Pool under the REMIC Provisions or cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the applicable Master Servicer nor the Special Servicer shall, on behalf
of the Trustee, initiate foreclosure proceedings, obtain title to a Mortgaged
Property by deed in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (or, in the case of an SLC
Mortgaged Property, the Certificateholders and the related Serviced Non-Trust
Mortgage Loan Noteholder(s)), could, in the reasonable judgment of the
applicable Master Servicer or the Special Servicer, as the case may be, made in
accordance with the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee that shall specify all of
the bases for such determination) the Special Servicer has previously determined
in accordance with the Servicing Standard, and based on an Environmental
Assessment of such Mortgaged Property performed by an Independent Person who
regularly conducts Environmental Assessments and performed within six (6) months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Controlling
Class Representative and the applicable Master Servicer (and, in the case of an
SLC Mortgaged Property, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), that:
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(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that it would maximize the
recovery to the Certificateholders (and, in the case of an SLC Mortgaged
Property, to the related Serviced Non-Trust Mortgage Loan Noteholder(s) as
set forth in the related Co-Lender Agreement) as a collective whole
(taking into account the subordination of any related Serviced Non-Trust
Mortgage Loan(s)), on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders
(and, in the case of an SLC Mortgaged Property, to the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) to be performed at the related Net
Mortgage Rate) to acquire title to or possession of the Mortgaged Property
and to take such actions as are necessary to bring the Mortgaged Property
into compliance therewith in all material respects; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could reasonably be
expected to be required, that it would maximize the recovery to the
Certificateholders (and, in the case of an SLC Mortgaged Property, to the
related Serviced Non-Trust Mortgage Loan Noteholder(s)) as a collective
whole, on a present value basis (the relevant discounting of anticipated
collections that will be distributable to Certificateholders (and, in the
case of an SLC Mortgaged Property, to the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) to be performed at the related Net Mortgage
Rate) to acquire title to or possession of the Mortgaged Property and to
take such actions with respect to the affected Mortgaged Property.
The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph
promptly and may conclusively rely on the Environmental Assessment referred to
above in making such determination. The cost of any such Environmental
Assessment, as well as the cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding paragraph
shall be at the expense of the Trust Fund (except to the extent, in the case of
an SLC Mortgaged Property, that such expense is payable out of the proceeds of
the related Serviced Non-Trust Mortgage Loan(s) pursuant to the related
Co-Lender Agreement and this Agreement, and except with respect to any
Environmental Assessment of an SLC Mortgaged Property ordered after the related
SLC Trust Mortgage Loan has been paid in full); and if any such Environmental
Assessment so warrants, the Special Servicer shall perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the preceding paragraph have
been satisfied, the cost of which shall be at the expense of the Trust Fund
(except to the extent, in the case of the an SLC Mortgaged Property, that such
expense is payable out of the proceeds of the related Serviced Non-Trust
Mortgage Loan(s) pursuant to the related Co-Lender Agreement and this Agreement,
and except with respect to any Environmental Assessment of an SLC Mortgaged
Property ordered after the related SLC Trust Mortgage Loan has been paid in
full).
(d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Trust Mortgage Loan and there is no breach of a representation or
warranty requiring repurchase under the applicable Mortgage Loan Purchase
Agreement, then (subject to Section 6.11, Section 6.12 and Section 6.13) the
Special Servicer shall take
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such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trustee, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage.
(e) The Special Servicer shall report to the applicable Master
Servicer, the Controlling Class Representative and the Trustee (and, in the case
of an SLC Mortgaged Property, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) monthly in writing as to any actions taken by the Special
Servicer with respect to any Mortgaged Property that represents security for a
Defaulted Trust Mortgage Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any of the conditions set forth in
clauses (i) and (ii) thereof has not been satisfied, in each case until the
earlier to occur of satisfaction of all such conditions and release of the lien
of the related Mortgage on such Mortgaged Property.
(f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the related Serviced Mortgage Loan permit such an action and shall,
in accordance with the Servicing Standard, seek such deficiency judgment with
respect to a Serviced Mortgage Loan if it deems advisable.
(g) The applicable Master Servicer shall, with the reasonable
cooperation of the Special Servicer, prepare and file information returns with
respect to reports of foreclosures and abandonments of any Mortgaged Property
(other than any Mortgaged Property that secures an Outside Serviced Trust
Mortgage Loan) and the information returns relating to any Mortgaged Property
securing a Serviced Mortgage Loan required by Sections 6050J and 6050P of the
Code and each year deliver to the Trustee an Officer's Certificate stating that
such reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050J and
6050P of the Code.
(h) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination in respect of any
Serviced Mortgage Loan or Administered REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
(together with the basis and back-up documentation for the determination)
delivered to the Trustee, the Controlling Class Representative (and, with
respect to a Serviced Loan Combination or any related REO Property, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) and the applicable Master
Servicer no later than the third Business Day following such Final Recovery
Determination.
(i) Upon reasonable request of the applicable Master Servicer, the
Special Servicer shall deliver to it and the related Sub-Servicer any other
information and copies of any other documents in its possession with respect to
a Specially Serviced Mortgage Loan or the related Mortgaged Property.
SECTION 3.10 Trustee and Custodian to Cooperate; Release of
Mortgage Files.
(a) Upon the payment in full of any Serviced Trust Mortgage Loan,
or the receipt by the applicable Master Servicer of a notification that payment
in full shall be escrowed in a manner customary for such purposes, the
applicable Master Servicer shall promptly notify the Trustee in writing by a
certification (which certification shall be in the form of a Request for Release
in the form of Exhibit D-1 attached hereto and shall be accompanied by the form
of a release or discharge and shall
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include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
applicable Master Servicer's Collection Account pursuant to Section 3.04(a) have
been or will be so deposited) of a Servicing Officer (a copy of which
certification shall be delivered to the Special Servicer) and shall request
delivery to it of the related Mortgage File. Upon receipt of such certification
and request, the Trustee shall release, or cause any related Custodian to
release, the related Mortgage File to the applicable Master Servicer and shall
deliver to the applicable Master Servicer such release or discharge, duly
executed. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to a Collection Account, any SLC
Custodial Account or the Distribution Account.
(b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Trust Mortgage Loan, the applicable Master Servicer
or the Special Servicer shall otherwise require any Mortgage File (or any
portion thereof), the Trustee, upon request of the applicable Master Servicer
and receipt from the applicable Master Servicer of a Request for Release in the
form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or
upon request of the Special Servicer and receipt from the Special Servicer of a
Request for Release in the form of Exhibit D-2 attached hereto, shall release,
or cause any related Custodian to release, such Mortgage File (or portion
thereof) to the applicable Master Servicer or the Special Servicer, as the case
may be. Upon return of such Mortgage File (or portion thereof) to the Trustee or
related Custodian, or the delivery to the Trustee of a certificate of a
Servicing Officer of the Special Servicer stating that such Serviced Trust
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
applicable Master Servicer's Collection Account or, if applicable, the related
SLC Custodial Account, pursuant to Section 3.04(a) or Section 3.04(f), as the
case may be, have been or will be so deposited, or that the related Mortgaged
Property has become an REO Property, a copy of the Request for Release shall be
released by the Trustee or related Custodian to the applicable Master Servicer
or the Special Servicer, as applicable.
(c) Within seven (7) Business Days (or within such shorter period
(but no less than three (3) Business Days) as execution and delivery can
reasonably be accomplished if the Special Servicer notifies the Trustee of an
exigency) of the Special Servicer's request therefor, the Trustee shall execute
and deliver to the Special Servicer (or the Special Servicer may execute and
deliver in the name of the Trustee based on a limited power of attorney issued
in favor of the Special Servicer pursuant to Section 3.01(b)), in the form
supplied to the Trustee, any court pleadings, requests for trustee's sale or
other documents stated by the Special Servicer to be reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or REO Property
or to any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, a Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
(d) Consistent with the foregoing, the applicable Master Servicer
and the Special Servicer each shall request from a Serviced Non-Trust Mortgage
Loan Noteholder the Mortgage Note
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for the related Serviced Non-Trust Mortgage Loan under substantially the same
circumstances that it would request from the Trustee the Mortgage Note for the
related SLC Trust Mortgage Loan and shall retain the same only for so long as
servicing and administration of such Serviced Non-Trust Mortgage Loan requires.
(e) If from time to time, pursuant to the terms of the related
Co-Lender Agreement and the related Outside Servicing Agreement, and as
appropriate for enforcing the terms of, or in connection with the final payment
on, an Outside Serviced Trust Mortgage Loan, any related Outside Servicer or the
appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the
original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then the
Trustee shall release or cause the release of such original Mortgage Note to the
requesting party or its designee. In connection with the release of the original
Mortgage Note for any Outside Serviced Trust Mortgage Loan in accordance with
the preceding sentence, the Trustee shall obtain such documentation (such as a
custodial receipt) as is appropriate to evidence the holding by the applicable
Outside Servicer or the appropriate Non-Trust Mortgage Loan Noteholder as
custodian on behalf of and for the benefit of the Trustee.
SECTION 3.11 Servicing Compensation.
(a) As compensation for its activities hereunder, subject to
Section 3.11(e), each Master Servicer shall be entitled to receive the Master
Servicing Fee with respect to each Trust Mortgage Loan (including each Specially
Serviced Trust Mortgage Loan), Serviced Non-Trust Mortgage Loan and REO Mortgage
Loan as to which it is the applicable Master Servicer. As to each Trust Mortgage
Loan, Serviced Non-Trust Mortgage Loan and REO Mortgage Loan, the related Master
Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the
same principal amount respecting which the related interest payment due on such
Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan or deemed to be due on
such REO Mortgage Loan is computed and be calculated on the same interest
accrual basis (i.e., an Actual/360 Basis or a 30/360 Basis) as such Trust
Mortgage Loan, Serviced Non-Trust Mortgage Loan or REO Mortgage Loan (or, in the
event of a Principal Prepayment in full or other Liquidation Event with respect
to a Trust Mortgage Loan, Serviced Non-Trust Mortgage Loan or REO Mortgage Loan,
on the basis of the actual number of days to elapse from and including the
related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Master Servicing Fee
with respect to any Trust Mortgage Loan, Serviced Non-Trust Mortgage Loan or REO
Mortgage Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Trust Mortgage Loan or
Serviced Non-Trust Mortgage Loan and REO Revenues allocable as interest on each
REO Mortgage Loan. The applicable Master Servicer, on behalf of itself and the
holder of the related Excess Servicing Strip, shall be entitled to recover
unpaid Master Servicing Fees in respect of any Trust Mortgage Loan, Serviced
Non-Trust Mortgage Loan or REO Mortgage Loan out of that portion of related
Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest,
to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e)(iii), as
applicable. Subject to the next paragraph, the right to receive the Master
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the applicable Master Servicer's responsibilities
and obligations under this Agreement. Notwithstanding anything herein to the
contrary, in no event shall any Master Servicing Fee with respect to a Serviced
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
be payable out of collections on the Mortgage Pool, and in no event shall any
Master Servicing Fee accrue in respect of the Mall of America Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto.
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Notwithstanding anything herein to the contrary, each initial Master
Servicer (and its successors and assigns) may at its option assign or pledge to
any third party or retain for itself the related Aggregate Excess Servicing
Strip (in whole but not in part); provided that any assignee or pledgee of such
Aggregate Excess Servicing Strip must be a Qualified Institutional Buyer or
Institutional Accredited Investor (other than a Plan); and provided, further,
that no transfer, sale, pledge or other assignment of such Aggregate Excess
Servicing Strip shall be made unless that transfer, sale, pledge or other
assignment is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws and is otherwise
made in accordance with the Securities Act and such state securities laws; and
provided, further, that in the event of any resignation or termination of
Wachovia, as the initial Master Servicer No. 1, Midland, as the initial Master
Servicer No. 2, or Capmark, as the initial Master Servicer No. 3, all or any
portion of the related Aggregate Excess Servicing Strip may, to protect REMIC I
against an associated increase in expenses, be reduced by the Trustee to the
extent necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Master Servicer (which successor may include the
Trustee) that meets the requirements of Sections 6.04 and 7.02 and that requires
market rate servicing compensation that, in the case of each Trust Mortgage Loan
and REO Trust Mortgage Loan as to which Wachovia, Midland or Capmark, as the
case may be, was the applicable Master Servicer, accrues at a per annum rate
greater than the excess of the related Master Servicing Fee Rate over the then
related Excess Servicing Fee Rate. For the avoidance of doubt, a Sub-Servicer to
a Sub-Servicing Agreement dated the date hereof shall not be deemed to be the
holder of an Excess Servicing Strip with respect to any sub-servicing fee
payable thereunder. Each initial Master Servicer and each successor holder of
the related Aggregate Excess Servicing Strip desiring to effect a transfer,
sale, pledge or other assignment of such Aggregate Excess Servicing Strip shall,
and such initial Master Servicer hereby agrees, and each such subsequent holder
of the related Aggregate Excess Servicing Strip by its acceptance thereof shall
be deemed to have agreed, in connection with any transfer, sale, pledge or other
assignment of such Aggregate Excess Servicing Strip effected by such Person, to
indemnify the Certificateholders, the Trust, the Depositor, the Underwriters,
the Trustee, the Certificate Administrator, the Master Servicers, the
Certificate Registrar and the Special Servicer against any liability that may
result if such transfer, sale, pledge or other assignment is not exempt from
registration and/or qualification under the Securities Act or other applicable
federal and state securities laws or is not made in accordance with such federal
and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Aggregate Excess Servicing Strip, the holder thereof
shall be deemed to have agreed (i) to keep all information relating to the Trust
and the Trust Fund and made available to it by the applicable Master Servicer
confidential (except as permitted pursuant to clause (iii) below or, in the case
of a Master Servicer, as contemplated hereby in the performance of its duties
and obligations hereunder), (ii) not to use or disclose such information in any
manner that could result in a violation of any provision of the Securities Act
or other applicable securities laws or that would require registration of such
Aggregate Excess Servicing Strip or any Non-Registered Certificate pursuant to
the Securities Act, and (iii) not to disclose such information, and to cause its
officers, directors, partners, employees, agents or representatives not to
disclose such information, in any manner whatsoever, in whole or in part, to any
other Person other than such holder's auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other
legal requirement or to the extent such information is of public knowledge at
the time of disclosure by such holder or has become generally available to the
public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other
Person who is contemplating an acquisition of the subject Aggregate Excess
Servicing Strip if, and only if, such Person (x) confirms in writing such
prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or
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disclose such information in any manner that could result in a violation of any
provision of the Securities Act or other applicable securities laws or that
would require registration of the subject Aggregate Excess Servicing Strip or
any Non-Registered Certificates pursuant to the Securities Act and not to
disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
Persons' auditors, legal counsel and regulators. From time to time following any
transfer, sale, pledge or assignment of any Aggregate Excess Servicing Strip,
the Person then acting as the applicable Master Servicer shall pay, out of each
amount paid to such Master Servicer as Master Servicing Fees with respect to any
related Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, the
Excess Servicing Strip attributable to such Trust Mortgage Loan or REO Trust
Mortgage Loan to the holder of such Aggregate Excess Servicing Strip within one
(1) Business Day following the payment of such Master Servicing Fees to the
applicable Master Servicer, in each case in accordance with payment instructions
provided by such holder in writing to the applicable Master Servicer. The holder
of an Aggregate Excess Servicing Strip shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph. The
applicable Master Servicer shall pay the Excess Servicing Strip for any Trust
Mortgage Loan or REO Trust Mortgage Loan to the holder of the applicable
Aggregate Excess Servicing Strip at such time and to the extent the applicable
Master Servicer is entitled to receive payment of its Master Servicing Fees for
such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
hereunder, notwithstanding any resignation or termination of the applicable
initial Master Servicer hereunder (subject to reduction as provided above this
paragraph).
(b) Subject to Section 3.11(e), additional servicing compensation
in the form of (i) all late payment charges, Penalty Interest, assumption
application fees, modification fees for Serviced Mortgage Loan modifications
made by the applicable Master Servicer pursuant to Section 3.20(h), defeasance
fees, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and any similar fees (excluding
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to a Serviced Mortgage Loan and, with
respect to assumption application fees, late payment charges and Penalty
Interest, accrued during the time that such Serviced Mortgage Loan was not a
Specially Serviced Mortgage Loan, and (ii) 50% of any assumption fee, and 50%
any modification fee received in connection with a modification, waiver or
amendment as to which the consent of the Special Servicer is required pursuant
to the terms of this Agreement (other than a modification fee received in
connection with a modification, waiver or amendment pursuant to Section
3.20(h)), in each case to the extent actually paid by a Mortgagor with respect
to any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan,
may be retained by the applicable Master Servicer or shall be promptly paid to
the applicable Master Servicer by the Special Servicer and are not required to
be deposited in its Collection Account or, if applicable, an SLC Custodial
Account; provided that the applicable Master Servicer's right to receive late
payment charges and Penalty Interest pursuant to clause (i) above shall be
limited to the portion of such items that have not been applied to pay interest
on Advances and property inspection costs as provided in Sections 3.03(d),
3.12(a) and 4.03(d) or to reimburse the Trust Fund for previously incurred
Additional Trust Fund Expenses pursuant to this Section 3.11(b). To the extent
the applicable Master Servicer receives late payment charges or Penalty Interest
on a Serviced Mortgage Loan for which interest on Advances or inspection costs
pursuant to Section 3.12(a) are outstanding or any Additional Trust Fund
Expenses (exclusive of Workout Fees, Liquidation Fees and Special Servicing
Fees) related to such Serviced Mortgage Loan have been incurred since the
Closing Date immediately preceding the receipt of such late payment charges or
Penalty Interest and not previously reimbursed to the Trust
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Fund, the applicable Master Servicer shall deposit in its Collection Account, by
the end of the Collection Period in which such late payment charges or Penalty
Interest, as the case may be, was received (or, if later, upon its receipt from
the Special Servicer), an amount equal to the lesser of (i) the amount of late
payment charges or Penalty Interest received on such Serviced Mortgage Loan or
(ii) the sum of (A) the amount of interest on Advances related to such Serviced
Mortgage Loan then due and payable hereunder in accordance with Section 3.03(d)
and/or (except with respect to any Serviced Non-Trust Mortgage Loan or any
successor REO Serviced Non-Trust Mortgage Loan with respect thereto) Section
4.03(d), (B) the amount of any unpaid inspection costs pursuant to Section
3.12(a) related to such Serviced Mortgage Loan and (C) without duplication, the
amount of Additional Trust Fund Expenses (including, without limitation,
interest on Advances and inspection costs pursuant to Section 3.12(a), but
excluding Workout Fees, Liquidation Fees and Special Servicing Fees) related to
such Serviced Mortgage Loan incurred since the Closing Date and not previously
reimbursed to the Trust Fund. To the extent that the applicable Master Servicer
is not entitled to late payment charges or Penalty Interest, pursuant to the
immediately preceding sentence, the applicable Master Servicer shall deposit
such late payment charges and Penalty Interest in its Collection Account.
Subject to the two preceding sentences, Penalty Interest or late payment charges
in respect of any Serviced Mortgage Loan that have accrued during the period
when the related Serviced Mortgage Loan is not a Specially Serviced Mortgage
Loan shall be additional compensation to the applicable Master Servicer even if
collected during the period when the related Serviced Mortgage Loan is a
Specially Serviced Mortgage Loan. Notwithstanding the foregoing, any late
payment charges or penalty interest allocated to an Outside Serviced Trust
Mortgage Loan, in accordance with the related Co-Lender Agreement, the related
Outside Servicing Agreement, shall be applied to pay interest on P&I Advances
made on and to Additional Trust Fund Expenses allocated to such Outside Serviced
Trust Mortgage Loan in accordance with the related Co-Lender Agreement and the
related Outside Servicing Agreement and this Agreement, and then, to the extent
any amounts remain, to the applicable Master Servicer as additional servicing
compensation. The applicable Master Servicer shall also be entitled to
additional servicing compensation in the form of: (i) Prepayment Interest
Excesses on the Serviced Mortgage Loans (subject to Section 3.11(e)); (ii)
interest or other income earned on deposits in the Collection Account and any
SLC Custodial Account maintained thereby, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each such account for each Collection Period); and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or the terms of the
related Serviced Mortgage Loan, any interest or other income earned on deposits
in the Reserve Accounts and Servicing Accounts maintained thereby (but only to
the extent of the Net Investment Earnings, if any, with respect to each such
account for each Collection Period).
Each Master Servicer shall be required to pay out of its own funds
all allocable overhead and all general and administrative expenses incurred by
it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts due and owing to any of its Sub-Servicers and
the premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of its Collection Account or, with respect to a Serviced Loan Combination,
out of the related SLC Custodial Account, and such Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement. None of the Master Servicers shall waive or agree to any discount of
any portion of assumption fees to which the Special Servicer is entitled without
the Special Servicer's prior written consent.
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(c) As compensation for its activities hereunder, subject to
Section 3.11(e), the Special Servicer shall be entitled to receive the Special
Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO
Mortgage Loan that relates to an Administered REO Property. As to each such
Specially Serviced Mortgage Loan and each such REO Mortgage Loan that relates to
an Administered REO Property, the Special Servicing Fee shall accrue at the
Special Servicing Fee Rate and on the same principal amount respecting which the
related interest payment due on such Specially Serviced Mortgage Loan or deemed
to be due on such REO Mortgage Loan is computed and be calculated on the same
interest accrual basis (i.e., an Actual/360 Basis or a 30/360 Basis) as such
Specially Serviced Mortgage Loan or such REO Mortgage Loan (or, in the event of
a Principal Prepayment in full or other Liquidation Event with respect to a
Specially Serviced Mortgage Loan or REO Mortgage Loan, on the basis of the
actual number of days to elapse from and including the related Due Date to but
excluding the date of such Principal Prepayment or Liquidation Event in a month
consisting of 30 days). The Special Servicing Fee with respect to any Specially
Serviced Mortgage Loan or any REO Mortgage Loan that relates to an Administered
REO Property shall cease to accrue as of the date a Liquidation Event occurs in
respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid
Special Servicing Fees shall be payable monthly out of general collections on
the Trust Mortgage Loans and any REO Properties on deposit in the Collection
Account pursuant to Section 3.05(a).
As further compensation for its activities hereunder, subject to
Section 3.11(e), the Special Servicer shall be entitled to receive the Workout
Fee with respect to each Corrected Mortgage Loan, so long as such loan remains a
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee
shall be payable out of, and shall be calculated by application of the Workout
Fee Rate to, each collection of interest (other than Additional Interest and
Penalty Interest) and principal received on such Serviced Mortgage Loan for so
long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to
any Corrected Mortgage Loan will cease to be payable if a Servicing Transfer
Event occurs with respect thereto or if the related Mortgaged Property becomes
an REO Property; provided that a new Workout Fee would become payable if and
when such Serviced Mortgage Loan again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it will retain the right to receive
any and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time of its
termination or resignation or if the Special Servicer resolved the circumstances
and/or conditions (including by way of a modification of the related Serviced
Mortgage Loan documents) causing the Serviced Mortgage Loan to be a Specially
Serviced Mortgage Loan, but the Serviced Mortgage Loan had not as of the time
the Special Servicer is terminated or resigns become a Corrected Mortgage Loan
solely because the related Mortgagor had not made three (3) consecutive monthly
debt service payments (but had made the most recent monthly debt service payment
prior to the termination of the Special Servicer) and subsequently becomes a
Corrected Mortgage Loan as a result of making such three (3) consecutive
payments. The successor Special Servicer will not be entitled to any portion of
those Workout Fees.
In addition, with respect to each Specially Serviced Mortgage Loan
and each REO Trust Mortgage Loan that relates to an Administered REO Property
(or Qualified Substitute Mortgage Loan substituted in lieu thereof) and each REO
Serviced Non-Trust Mortgage Loan, subject to Section 3.11(e), the Special
Servicer shall be entitled to the Liquidation Fee payable out of, and calculated
by application of the Liquidation Fee Rate to, all amounts (whether in the form
of payments of Liquidation Proceeds or REO Revenues or a full or discounted
payoff by the Mortgagor) received in respect of such
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Specially Serviced Mortgage Loan (including any Specially Serviced Trust
Mortgage Loan repurchased by the applicable Mortgage Loan Seller outside of the
required cure period (as that cure period may be extended) as provided in the
applicable Mortgage Loan Purchase Agreement) (or, in the case of an REO Mortgage
Loan, in respect of the related Administered REO Property) and allocable as a
full or partial recovery of principal, interest and expenses in accordance with
Section 3.02(b) or the definition of "REO Trust Mortgage Loan" or the definition
of "REO Serviced Non-Trust Mortgage Loan", as applicable; provided that no
Liquidation Fee shall be payable with respect to any amounts received on an
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto or in connection with the receipt of, or out of, (i) a
Substitution Shortfall Amount or (ii) Liquidation Proceeds resulting from the
purchase of any Trust Mortgage Loan or REO Property by a Mortgage Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement (if purchased within
the required cure period (as that cure period may be extended) set forth in such
Mortgage Loan Purchase Agreement), the purchase of any Trust Mortgage Loan or
REO Property by the Special Servicer or the Majority Controlling Class
Certificateholder pursuant to Section 3.18, the purchase of any Trust Mortgage
Loan by a related mezzanine lender pursuant to any applicable intercreditor,
co-lender or similar agreement (if purchased within 90 days of the date that
such purchase right is first exercisable), the purchase of any SLC Trust
Mortgage Loan by a related Serviced Non-Trust Mortgage Loan Noteholder pursuant
to the Bear Creek Apartments Co-Lender Agreement or, if purchased within 90 days
of the date that such purchase right is first exercisable, pursuant to any other
Co-Lender Agreement, or the purchase of any Trust Mortgage Loan or REO Property
by a Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder pursuant to Section 9.01, or the acquisition of any Trust
Mortgage Loan or REO Property by the Certificateholders (other than the Class R
Certificateholder) in exchange for their Certificates pursuant to Section 9.01;
provided, further, that no Liquidation Fee shall be payable (i) in connection
with a Periodic Payment received in connection with such Trust Mortgage Loan or
(ii) to the extent a Workout Fee is payable concerning the Liquidation Proceeds.
Notwithstanding the foregoing, any Special Servicing Fee, Workout
Fee and/or Liquidation Fee payable in accordance with the three preceding
paragraphs with respect to a Serviced Loan Combination (including, without
limitation, any successor REO Mortgage Loans comprising same) shall be paid from
the collections received on such Serviced Loan Combination on deposit in the
related SLC Custodial Account that may be applied to pay such fees in accordance
with the related Co-Lender Agreement, pursuant to Section 3.05(e), or, if
collections received thereon are insufficient, then any such fees in respect of
the related SLC Trust Mortgage Loan (but not any related Serviced Non-Trust
Mortgage Loan(s)) shall be payable out of the Collection Account, pursuant to
Section 3.05(a).
Notwithstanding anything to the contrary herein, the Special
Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or
Liquidation Fees with respect to any Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto and, if and to the extent
that any Special Servicing Fees, Workout Fees or Liquidation Fees are earned
with respect to a Serviced Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto, then those fees will be solely payable out of
collections on that Serviced Non-Trust Mortgage Loan or REO Mortgage Loan, as
the case may be.
The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under Sections 6.02, 6.04 and 6.09.
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(d) Subject to Section 3.11(e), additional servicing compensation
in the form of: (i) all late payment charges, Penalty Interest and assumption
application fees received on or with respect to Specially Serviced Mortgage
Loans actually collected that, with respect to late payment charges, Penalty
Interest and assumption application fees, accrued during the time that the
subject Serviced Mortgage Loan was a Specially Serviced Mortgage Loan, (ii)
fifty percent (50%) of any assumption fee to the extent actually paid by a
Mortgagor with respect to any Serviced Mortgage Loan that is not a Specially
Serviced Mortgage Loan, and one-hundred percent (100%) of any assumption fee, to
the extent actually paid by a Mortgagor with respect to any Specially Serviced
Mortgage Loan, and (iii) 50% of any modification fees collected on all Serviced
Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with
a modification, waiver or amendment as to which the consent of the Special
Servicer is required pursuant to the terms of this Agreement, and 100% of any
modification fees collected on all Specially Serviced Mortgage Loans, in each
case to the extent actually paid by the related Mortgagor (other than in
connection with a modification, waiver or amendment made by the applicable
Master Servicer pursuant to Section 3.20(h)), shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the applicable Master
Servicer and shall not be required to be deposited in a Collection Account or
any SLC Custodial Account, as the case may be; provided that the Special
Servicer's right to receive late payment charges and Penalty Interest pursuant
to clause (i) above shall be limited to the portion of such items that have not
been applied to pay interest on Advances and property inspection costs in
respect of the related Serviced Mortgage Loan as provided in Sections 3.03(d),
3.12(a) and 4.03(d) or to reimburse the Trust Fund for previously incurred
Additional Trust Fund Expenses pursuant to this Section 3.11(d). To the extent
the Special Servicer receives late payment charges or Penalty Interest on a
Serviced Mortgage Loan for which interest on Advances or inspection costs
pursuant to Section 3.12(a) are outstanding or any Additional Trust Fund
Expenses related to such Serviced Mortgage Loan have been incurred since the
Closing Date and not previously reimbursed to the Trust Fund, the Special
Servicer shall transfer to the applicable Master Servicer for deposit in its
Collection Account, within one (1) Business Day following the collection of such
late payment charges or Penalty Interest, an amount equal to the lesser of (i)
the amount of late payment charges or Penalty Interest received on such Serviced
Mortgage Loan or (ii) the sum of (A) the amount of interest on Advances related
to such Serviced Mortgage Loan then due and payable hereunder in accordance with
Section 3.03(d) and/or (except in the case of a Serviced Non-Trust Mortgage
Loan) Section 4.03(d), (B) the amount of any unpaid inspection costs pursuant to
Section 3.12(a) related to such Serviced Mortgage Loan and (C) without
duplication, the amount of Additional Trust Fund Expenses (including, without
limitation, interest on Advances and inspection costs pursuant to Section
3.12(a), but excluding Liquidation Fees, Workout Fees and Special Servicing
Fees) related to such Serviced Mortgage Loan incurred since the Closing Date and
not previously reimbursed to the Trust Fund. To the extent that the Special
Servicer is not entitled to late payment charges or Penalty Interest pursuant to
the immediately preceding sentence, the Special Servicer shall promptly transfer
such late payment charges and Penalty Interest to the applicable Master Servicer
who shall deposit such late payment charges and Penalty Interest in its
Collection Account. The Special Servicer shall also be entitled to additional
servicing compensation in the form of interest or other income earned on
deposits in the REO Accounts, if established, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each REO Account for each Collection Period). The Special Servicer shall be
required to pay out of its own funds all allocable overhead and all general and
administrative expenses incurred by it in connection with its servicing
activities hereunder, and the Special Servicer shall not be entitled to
reimbursement therefor, except as expressly provided in Section 3.05(a), if and
to the extent such expenses are not payable directly out of a Collection
Account, any SLC Custodial Account or the REO Accounts, as the case may be.
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(e) Notwithstanding the foregoing provisions of this Section 3.11,
the compensation provided to be paid to the applicable Master Servicer and the
Special Servicer in respect of the servicing and administration of a Serviced
Non-Trust Mortgage Loan and any successor REO Serviced Non-Trust Mortgage Loan
with respect thereto pursuant to the terms hereof shall be paid only to the
extent permitted by, and in all cases subject to, the related Co-Lender
Agreement and shall in no event be paid out of collections on the related A-Note
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto.
SECTION 3.12 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.
(a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after a
related Trust Mortgage Loan (i) becomes a Specially Serviced Trust Mortgage
Loan; provided that such expense shall be reimbursable first out of Penalty
Interest and late payment charges received with respect to the related Trust
Mortgage Loan in the Collection Period during which such inspection related
expenses were incurred, then as an Additional Trust Fund Expense (except to the
extent, in the case of a Serviced Non-Trust Mortgage Loan, that such expense is
allocable to, and can be paid out of collections on, such Serviced Non-Trust
Mortgage Loan pursuant to the related Co-Lender Agreement, in which case it
shall be reimbursable from amounts otherwise payable to the related Serviced
Non-Trust Mortgage Loan Noteholder that are on deposit in the related SLC
Custodial Account). Each applicable Master Servicer for each Trust Mortgage Loan
other than a Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan
and the Special Servicer for each Specially Serviced Trust Mortgage Loan and REO
Trust Mortgage Loan shall (and in the case of a Master Servicer, at its expense)
perform or cause to be performed an inspection of all the Mortgaged Properties
at least once per calendar year (or, in the case of each Mortgaged Property
securing a Trust Mortgage Loan (other than a Specially Serviced Trust Mortgage
Loan) with a then-current principal balance (or allocated loan amount) of less
than $2,000,000 at the time of such inspection, every other calendar year)
beginning in 2008; provided, however, the applicable Master Servicer shall not
be required to inspect any Mortgaged Property that has been inspected by the
Special Servicer during the immediately preceding six (6) months. The Special
Servicer and the applicable Master Servicer shall each prepare (and, in the case
of the Special Servicer, shall deliver to the applicable Master Servicer) a
written report of each such inspection performed by it that sets forth in detail
the condition of the Mortgaged Property and that specifies the existence of: (i)
any sale, transfer or abandonment of the Mortgaged Property of which it is
aware, (ii) any change in the condition or value of the Mortgaged Property that
it, in its reasonable judgment, considers material, or (iii) any visible waste
committed on the Mortgaged Property evident from such inspection. The applicable
Master Servicer shall deliver such reports to the Trustee and the Certificate
Administrator within 45 days of the related inspection and, further, shall, make
copies of all such inspection reports available for review pursuant to Section
3.15. Upon written request and at the expense of the requesting party, the
Certificate Administrator shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a loan that is not a Specially Serviced
Trust Mortgage Loan; provided that the Special Servicer obtains the approval of
the applicable Master Servicer prior to such inspection, and provides a copy of
such inspection to such Master Servicer; provided, further, that the applicable
Master Servicer and the Special Servicer shall not both inspect a Mortgaged
Property that is not securing a Specially Serviced Trust Mortgage Loan in the
same
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calendar year. If the Special Servicer performs such inspection, such inspection
shall satisfy the applicable Master Servicer's inspection obligations pursuant
to this paragraph (a).
With respect to site inspection information, the applicable Master
Servicer shall make such inquiry of any Mortgagor under any related Trust
Mortgage Loan as the Special Servicer may reasonably request.
Notwithstanding the foregoing, neither the applicable Master
Servicer nor the Special Servicer shall have any obligations under this Section
3.12(a) with respect to the Outside Serviced Trust Mortgage Loans.
(b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the applicable Master Servicer the following
reports with respect to the Specially Serviced Trust Mortgage Loans and any
Administered REO Properties providing the required information as of the end of
the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative
Financial Status Report; and (iii) a CMSA Financial File. Not later than 5:00
p.m. (New York City time) on each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the applicable Master Servicer the following
reports with respect to the Serviced Trust Mortgage Loans (and, if applicable,
the related REO Properties) (or, as to clause (iv) below, only with respect to
Specially Serviced Trust Mortgage Loans) providing the required information as
of the end of the related Collection Period: (i) a CMSA Historical Loan
Modification and Corrected Trust Mortgage Loan Report; (ii) a CMSA REO Status
Report; (iii) a CMSA Loan Level Reserve/LOC Report; (iv) a CMSA Delinquent Loan
Status Report; (v) a CMSA Servicer Realized Loss Template; (vi) a CMSA Appraisal
Reduction Template; and (vii) a CMSA Special Servicer Loan File.
(c) Each Master Servicer shall deliver to the Certificate
Administrator, no later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date beginning in August 2007, the CMSA
Loan Periodic Update File with respect to the subject Distribution Date covering
those Trust Mortgage Loans and any related REO Properties as to which it is the
applicable Master Servicer. No later than 4:00 p.m. (New York City time) on the
third Business Day after each Determination Date beginning in October 2007, each
Master Servicer shall deliver or cause to be delivered to the Certificate
Administrator (in electronic format acceptable to such Master Servicer and the
Certificate Administrator) covering those Trust Mortgage Loans and any related
REO Properties as to which it is the applicable Master Servicer: (A) the most
recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report,
CMSA Appraisal Reduction Template and CMSA REO Status Report and CMSA Special
Servicer Loan File received from the Special Servicer pursuant to Section
3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report
and a CMSA Financial File, each with the required information as of the end of
the preceding calendar month (in each case combining the reports prepared by the
Special Servicer and the applicable Master Servicer); (C) a CMSA Servicer
Realized Loss Template, a CMSA Total Loan Report, a CMSA Loan Level Reserve/LOC
Report and a CMSA Delinquent Loan Status Report, each with the required
information as of such Determination Date (in each case combining the reports
prepared by the Special Servicer and the applicable Master Servicer); and (D) a
CMSA Servicer Watchlist and a CMSA Advance Recovery Report (in each case, with
the required information as of such Determination Date). The applicable Master
Servicer shall incorporate in the related reports referred to above in this
Section 3.12(c) any related information and reports received by it (by the date
in the month of such Distribution Date that
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such information and reports are scheduled to be received in accordance with the
related Outside Servicing Agreements) from the applicable Outside Servicer with
respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto.
(d) The Special Servicer will deliver to each Master Servicer the
applicable reports set forth in Section 3.12(b) and this Section 3.12(d), each
Master Servicer shall deliver to the Certificate Administrator the applicable
reports set forth in this Section 3.12 (in an electronic format reasonably
acceptable to the Special Servicer and the subject Master Servicer with respect
to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the
subject Master Servicer and the Certificate Administrator with respect to the
reports set forth in Section 3.12(c)). A Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer
pursuant to Section 3.12(b) and this Section 3.12(d) and, with respect to the
Outside Serviced Trust Mortgage Loans or an Outside Administered REO Property,
by an Outside Servicer pursuant to the related Outside Servicing Agreement. The
Certificate Administrator may, absent manifest error, conclusively rely on the
CMSA Loan Periodic Update File to be provided by a Master Servicer pursuant to
Section 4.02(b). In the case of information or reports to be furnished by a
Master Servicer to the Certificate Administrator pursuant to this Section 3.12,
to the extent that such information is based on reports to be provided by the
Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by an
Outside Servicer pursuant to the related Outside Servicing Agreement and, to the
extent that such reports are to be prepared and delivered by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by an Outside
Servicer pursuant to the related Outside Servicing Agreement, the applicable
Master Servicer shall have no obligation to provide such information or reports
until it has received such information or reports from the Special Servicer or
the relevant Outside Servicer, as applicable, and a Master Servicer shall not be
in default hereunder due to a delay in providing the reports required by this
Section 3.12 to the extent caused by the Special Servicer's failure to timely
provide any report required under Section 3.12(b) and this Section 3.12(d) of
this Agreement or by an Outside Servicer's failure to provide any report
required to be provided to the holder of the related Outside Serviced Trust
Mortgage Loan pursuant to the related Outside Servicing Agreement or the related
Co-Lender Agreement, as applicable.
The Special Servicer, in the case of each Specially Serviced Trust
Mortgage Loan and each Administered REO Property, and the applicable Master
Servicer, in the case of each other Serviced Trust Mortgage Loan, shall each
consistent with the Servicing Standard, endeavor to obtain quarterly and annual
operating statements and rent rolls with respect to the related Serviced Trust
Mortgage Loans and Administered REO Properties, which efforts shall include in
the case of Serviced Trust Mortgage Loans, a letter sent to the related
Mortgagor each quarter requesting such quarterly and annual operating statements
and rent rolls until they are received, to the extent such action is consistent
with applicable law and the related Trust Mortgage Loan documents.
The Special Servicer shall promptly following receipt, deliver
copies of the operating statements and rent rolls received or obtained by it to
the applicable Master Servicer, and the applicable Master Servicer shall deliver
copies of the operating statements and rent rolls received or obtained by it to
the Rating Agencies, the Trustee, the Certificate Administrator, the Special
Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder and the
Controlling Class Representative, in each case (other than the Rating Agencies
and the Controlling Class Representative, which shall be sent copies within 30
days following the applicable Master Servicer's receipt) upon request.
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Within 35 days after receipt by the applicable Master Servicer or
the Special Servicer of any annual operating statements with respect to any
Mortgaged Property (other than a Mortgaged Property that secures an Outside
Serviced Trust Mortgage Loan) or Administered REO Property, as applicable, each
of the applicable Master Servicer and the Special Servicer shall prepare or
update and, with respect to any CMSA NOI Adjustment Worksheet prepared or
updated by the Special Servicer, forward to the applicable Master Servicer, a
CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with
the annual operating statements attached thereto as an exhibit).
The Special Servicer with respect to each Specially Serviced Trust
Mortgage Loan and REO Trust Mortgage Loan, and the applicable Master Servicer
with respect to each other Trust Mortgage Loan, shall each prepare and maintain
and forward to each other one CMSA Operating Statement Analysis for each
Mortgaged Property and REO Property, as applicable. The CMSA Operating Statement
Analysis for each Mortgaged Property and REO Property is to be updated by each
of the applicable Master Servicer and the Special Servicer, as applicable,
within 30 days after its respective receipt of updated operating statements for
such Mortgaged Property or REO Property, as the case may be, but in no event
less frequently than annually by June 30th of each year. The applicable Master
Servicer and the Special Servicer shall each use the "Normalized" column from
the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as
the case may be, to update the corresponding CMSA Operating Statement Analysis
and shall use any operating statements received with respect to any Mortgaged
Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment
Worksheet for such property. Copies of CMSA Operating Statement Analyses and
CMSA NOI Adjustment Worksheets (as well as any comparable items received with
respect to an Outside Serviced Trust Mortgage Loan or any related REO Property)
maintained thereby are to be made available by the applicable Master Servicer
and the Special Servicer to each other, the Trustee, the Certificate
Administrator, any related Serviced Non-Trust Mortgage Loan Noteholder, the
Controlling Class Representative and, subject to Section 3.15, any
Certificateholders, Certificate Owner or prospective Certificateholder or
Certificate Owners (or a licensed or registered investment adviser representing
such Person), in each case upon request.
(e) To the extent required under the related Co-Lender Agreement,
each Serviced Non-Trust Mortgage Loan Noteholder shall be entitled to receive
concurrently (or at such earlier time as may be required by the related
Co-Lender Agreement) any and all reports, statements, documents and other
information required to be delivered by any party hereto to the Trustee or the
Certificate Administrator pursuant to this Section 3.12, modified to
specifically address the related Serviced Non-Trust Mortgage Loan, the related
Mortgaged Property or the related REO Property, as applicable.
SECTION 3.13 Annual Statement as to Compliance.
Each of the Trustee, the Certificate Administrator, the Master
Servicers and the Special Servicer shall itself deliver, and shall cause (or, in
the case of a Designated Sub-Servicer, shall use commercially reasonable efforts
to cause) each Additional Item 1123 Servicer retained or engaged by it to
deliver, on or before April 30 of each year, beginning in 2008 (provided that if
the Certificate Administrator requires the following statement in connection
with any filing with the Commission, each of the Trustee, the Certificate
Administrator, the Master Servicers and the Special Servicer shall deliver, and
shall cause (or, in the case of a Designated Sub-Servicer, shall use
commercially reasonable efforts to cause) each Additional Item 1123 Servicer
retained or engaged by it to deliver, on or before March 15 of the subject
year), to the Trustee, the Certificate Administrator, the Depositor, each
Serviced Non-
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Trust Mortgage Loan Noteholder, the depositor for any securitization trust that
includes a Specially Designated Non-Trust Mortgage Loan, each Underwriter and
each Rating Agency and, in the case of the Special Servicer or an Additional
Item 1123 Servicer, to the Master Servicers, a statement of compliance (the
"Annual Statement of Compliance") from the Trustee, the Certificate
Administrator, each Master Servicer, the Special Servicer or such Additional
Item 1123 Servicer, as the case may be, signed by an authorized officer thereof,
to the effect that: (i) a review of the activities of the Trustee, the
Certificate Administrator, each Master Servicer, the Special Servicer or such
Additional Item 1123 Servicer, as the case may be, during the preceding calendar
year (or, if applicable, the portion of such year during which the Certificates
were outstanding) and of its performance under this Agreement (or, in the case
of an Additional Item 1123 Servicer, under the applicable Sub-Servicing
Agreement or primary servicing agreement) has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Trustee, the Certificate Administrator, each Master Servicer, the
Special Servicer or such Additional Item 1123 Servicer, as the case may be, has
fulfilled all of its obligations under this Agreement (or, in the case of an
Additional Item 1123 Servicer, under the applicable Sub-Servicing Agreement or
primary servicing agreement) in all material respects throughout such year (or,
if applicable, the portion of such year during which the Certificates were
outstanding) or, if there has been a failure to fulfill any such obligation in
any material respect, specifying each such failure known to such officer and the
nature and status thereof. In addition, if any party acting as a Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee is
terminated or resigns (in such capacity) pursuant to the terms of this
Agreement, such party shall provide, and shall cause (or, in the case of a
Designated Sub-Servicer, shall use commercially reasonable efforts to cause) any
Additional Item 1123 Servicer engaged by it to provide, an Annual Statement of
Compliance pursuant to this Section 3.13 with respect to the period of time that
such party or such Additional Item 1123 Servicer was acting in the relevant
capacity.
In the event the Certificate Administrator or the Depositor does not
receive the Annual Statement of Compliance with respect to any party
contemplated to deliver such report pursuant to the preceding paragraph, by
March 15th of any year during which a Form 10-K Annual Report is required to be
filed with the Commission with respect to the Trust, then the Certificate
Administrator shall, and the Depositor may, forward a Servicer Notice to such
party (or, in the case of an Additional Item 1123 Servicer, to the party hereto
that retained or engaged such Additional Item 1123 Servicer), with a copy of
such Servicer Notice to the Depositor (if the Certificate Administrator is
sending the Servicer Notice) or the Certificate Administrator (if the Depositor
is sending the Servicer Notice), as applicable, within two (2) Business Days of
such failure. Any party hereto that retains or engages a Servicing
Representative that is, at the time of appointment (except in the case of a
Designated Sub-Servicer), or subsequently becomes an Additional Item 1123
Servicer shall so notify the Certificate Administrator (unless such party is the
Certificate Administrator) and the Depositor in writing promptly following such
party's becoming aware that such Servicing Representative is or has become an
Additional Item 1123 Servicer; and, further, if such Servicing Representative
does not deliver or cause the delivery of an Annual Statement of Compliance with
respect to itself by March 15th of any year during which a Form 10-K Annual
Report is required to be filed with the Commission with respect to the Trust,
the party hereto that retained or engaged such Servicing Representative shall
promptly so notify the Certificate Administrator (unless such party is the
Certificate Administrator) and the Depositor in writing no later than the second
Business Day following such March 15th, together with an explanation of such
failure.
If any party hereunder is also acting as an Outside Servicer or
Outside Trustee with respect to an Outside Serviced Trust Mortgage Loan or any
related REO Property during any portion of
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a calendar year during or as to which the Trust is subject to the reporting
requirements of the Exchange Act, then such party shall, in its capacity as such
Outside Servicer or Outside Trustee, as the case may be, comply with the
provisions of this Section 3.13 applicable to a Master Servicer (if the subject
party is also acting as an Outside Master Servicer) or the Special Servicer (if
the subject party is also acting as an Outside Special Servicer) or the
Certificate Administrator and/or Trustee (if the subject party is also acting as
an Outside Trustee), as applicable, but reflecting that such Outside Serviced
Trust Mortgage Loan or such related REO Property is being serviced and
administered under the related Outside Servicing Agreement.
SECTION 3.14 Reports on Assessment of Compliance with
Servicing Criteria; Registered Public Accounting
Firm Attestation Reports.
Each Servicing Function Participant shall itself deliver, and each
party hereto shall cause (or, in the case of a Designated Sub-Servicer, shall
use commercially reasonable efforts to cause) any Sub-Servicing Function
Participant retained or engaged by it to deliver, on or before April 30 of each
year, beginning in 2008 (provided that if the Certificate Administrator requires
the following reports in connection with any filing with the Commission, each
Servicing Function Participant shall deliver, and each party hereto shall cause
(or, in the case of a Designated Sub-Servicer, shall use commercially reasonable
efforts to cause) any Sub-Servicing Function Participant retained or engaged by
it to deliver, on or before March 15 of the subject year), at its own expense,
to the Certificate Administrator, the Depositor, each Serviced Non-Trust
Mortgage Loan Noteholder, the depositor for any securitization trust that
includes a Specially Designated Non-Trust Mortgage Loan, each Underwriter and
each Rating Agency and, in the case of a Servicing Function Participant (other
than a Master Servicer) or a Sub-Servicing Function Participant, to the
applicable Master Servicer, the following reports: (i) as required under Rule
13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, a
report on an assessment of compliance by it with the Servicing Criteria (an
"Annual Assessment Report"), signed by an authorized officer of such Servicing
Function Participant or such Sub-Servicing Function Participant, as the case may
be, which report shall contain (A) a statement by such Servicing Function
Participant or such Sub-Servicing Function Participant, as the case may be, of
its responsibility for assessing compliance with the Relevant Servicing Criteria
applicable to it, (B) a statement that such Servicing Function Participant or
such Sub-Servicing Function Participant, as the case may be, used the Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Servicing Function Participant's or such Sub-Servicing Function Participant's,
as the case may be, assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending December 31st of the preceding calendar
year, which discussion must include any material instance of noncompliance with
the Relevant Servicing Criteria identified by such Servicing Function
Participant or such Sub-Servicing Function Participant, as the case may be, and
(D) a statement that a registered public accounting firm has issued an
attestation report on such Servicing Function Participant's or such
Sub-Servicing Function Participant's, as the case may be, assessment of
compliance with the Relevant Servicing Criteria as of and for such period ending
December 31st of the preceding calendar year; and (ii) as to each report
delivered by a Servicing Function Participant or a Sub-Servicing Function
Participant pursuant to the immediately preceding clause (i), a report from a
registered public accounting firm (made in accordance with the standards for
attestation engagements issued or adopted by the PCAOB) (an "Annual Attestation
Report") that attests to, and reports on, the assessment made by the asserting
party in such report delivered pursuant to the immediately preceding clause (i),
together with (if required to be filed with the Commission) a consent from such
registered public accounting firm authorizing the filing of the subject Annual
Attestation Report with the Commission. Promptly after receipt of each such
report
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delivered pursuant to the preceding sentence, the Depositor may review such
report and, if applicable, shall be entitled to consult with the appropriate
party hereto as to the nature of any material instance of noncompliance with the
applicable Servicing Criteria by such party or any Sub-Servicing Function
Participant retained or engaged by it. If any Servicing Function Participant is
terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and each such party hereto shall cause (or, in the case of a Designated
Sub-Servicer, shall use commercially reasonable efforts to cause) any
Sub-Servicing Function Participant engaged by it to provide, an Annual
Assessment Report pursuant to this Section 3.14, together with (i) an Annual
Attestation Report pursuant to this section with respect to the period of time
that the Servicing Function Participant was subject to this Agreement or the
period of time that the Sub-Servicing Function Participant was subject to such
other servicing agreement and (ii) any corresponding accountant's consent
required to be filed with the Commission.
In the event the Certificate Administrator or the Depositor does not
receive the Annual Assessment Report and/or the Annual Attestation Report with
respect to any Servicing Function Participant, or with respect to any
Sub-Servicing Function Participant retained or engaged by a party hereto, by
March 15th of any year during which a Form 10-K Annual Report is required to be
filed with the Commission with respect to the Trust, then the Certificate
Administrator shall, and the Depositor may, forward a Servicer Notice to such
Servicing Function Participant or the party hereto that retained or engaged such
Sub-Servicing Function Participant, as the case may be, with a copy of such
Servicer Notice to the Depositor (if the Certificate Administrator is sending
the Servicer Notice) or the Certificate Administrator (if the Depositor is
sending the Servicer Notice), as applicable, within two (2) Business Days of
such failure. For the purposes of this Section 3.14, as well as Section 3.13 and
Section 7.01(iv)(B) of this Agreement, a "Servicer Notice" shall constitute
either any writing forwarded to such party or, notwithstanding the provisions of
Section 11.05, e-mail notice which shall be forwarded to all of the following
e-mail addresses: xxxxxxxxxx@xxxxxxxxx.xxx and xxxxxxxxxxxx@xxxxxxxxx.xxx, in
the case of Midland, xxxx.xxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx,
xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, in the case of Wachovia, and
xxxx.xxxxxx@xxxxxxx.xxx and xxxxxx.xxxx@xxxxxxx.xxx and
xxxxxxxxx.xxxxxxxxxx@xxxxxxx.xxx, in the case of Capmark, or such other e-mail
addresses as are provided in writing by the applicable Master Servicer to the
Certificate Administrator and the Depositor; provided that any party to this
Agreement (or someone acting on their behalf) shall only be required to forward
any such notice to be delivered to Master Servicer No. 2 to no more than three
(3) e-mail addresses in the aggregate in order to fulfill its notification
requirement as set forth in the preceding sentence and/or under the provisions
of Section 7.01(iv)(B); and provided, further, that a copy of any Servicer
Notice to the Special Servicer shall be forwarded by the means provided in
Section 11.05. Any party hereto that retains or engages a Servicing
Representative that is, at the time of appointment (except in the case of a
Designated Sub-Servicer), or subsequently becomes a Sub-Servicing Function
Participant shall so notify the Certificate Administrator (unless such party is
the Certificate Administrator) and the Depositor in writing promptly following
such party's becoming aware that such Servicing Representative is or has become
a Sub-Servicing Function Participant; and, provided, further, that if such
Servicing Representative does not deliver or cause the delivery of an Annual
Assessment Report, an Annual Attestation Report and/or, if required to be filed
with the Commission, an accountant's consent with respect to itself by March
15th of any year during which a Form 10-K Annual Report is required to be filed
with the Commission with respect to the Trust, the party hereto that retained or
engaged such Servicing Representative shall promptly so notify the Certificate
Administrator (unless such party is the Certificate Administrator) and the
Depositor in writing no later than the second Business Day following such March
15th, together with an explanation of such failure.
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The Master Servicers, the Special Servicer, the Certificate
Administrator and the Trustee, in each case, to the extent applicable, will
reasonably cooperate with the Depositor in conforming any reports delivered
pursuant to this Section 3.14 to requirements imposed by the Commission on the
Depositor in connection with the Depositor's reporting requirements in respect
of the Trust pursuant to the Exchange Act, provided that the Master Servicers,
the Special Servicer, the Certificate Administrator and the Trustee shall each
be entitled to charge the Depositor for any reasonable additional costs and
expenses incurred by it in affording the Depositor such cooperation.
If any party hereunder is also acting as an Outside Servicer or an
Outside Trustee with respect to an Outside Serviced Trust Mortgage Loan or any
related REO Property during any portion of a calendar year during or as to which
the Trust is subject to the reporting requirements of the Exchange Act, then
such party shall, in its capacity as such Outside Servicer or Outside Trustee,
as the case may be, comply with the provisions of this Section 3.14 applicable
to a Master Servicer (if the subject party is also acting as an Outside Master
Servicer), the Special Servicer (if the subject party is also acting as an
Outside Special Servicer) or the Certificate Administrator and/or Trustee (if
the subject party is also acting as an Outside Trustee), as applicable, but
reflecting that such Outside Serviced Trust Mortgage Loan or such related REO
Property is being serviced and administered under the related Outside Servicing
Agreement.
SECTION 3.15 Access to Certain Information.
(a) Upon ten (10) days' prior written notice, the applicable
Master Servicer (with respect to the items in clauses (i), (ii) (other than
Distribution Date Statements, the Prospectus and the Prospectus Supplement),
(iii) (in the case of Annual Statements of Compliance delivered by the subject
Master Servicer or any Additional Item 1123 Servicers retained or engaged
thereby), (v), (vi), (viii), (ix) (in the case of Officer's Certificates
delivered by the applicable Master Servicer), (x) and (xi) below), the Special
Servicer (with respect to the items in clauses (iii) (in the case of Annual
Statements of Compliance delivered by the Special Servicer or any Additional
Item 1123 Servicers retained or engaged thereby), (vii), (viii) (with respect to
Specially Serviced Trust Mortgage Loans), (ix) (in the case of Officer's
Certificates delivered by the Special Servicer) and (x) below), the Trustee
(with respect to the item in clause (ix) below and the Certificate Administrator
(with respect to the items in clauses (i), (ii), (iii) and (iv) below and to the
extent any other items are in its possession) shall make available at their
respective offices primarily responsible for administration of the Serviced
Trust Mortgage Loans or the Certificates (or, in the case of the Trustee, at its
Corporate Trust Office), during normal business hours, or send to the requesting
party, such party having been certified to the Certificate Administrator, the
Trustee, the subject Master Servicer or the Special Servicer, as applicable, in
accordance with clause (i) or (ii) of the following paragraph, as appropriate,
at the expense of such requesting party (unless otherwise provided in this
Agreement), for review by any Certificate Owner or Certificateholder or any
Person identified by a Certificate Owner or Certificateholder or its designated
agent to the Certificate Administrator, the Trustee, the subject Master Servicer
or the Special Servicer, as the case may be, as a prospective transferee of any
Certificate or interest therein (or a licensed or registered investment adviser
representing such Person), the Trustee, the Rating Agencies, the Underwriters
and anyone specified thereby and the Depositor originals or copies of the
following items: (i) this Agreement and any amendments thereto, (ii) the
Prospectus and Prospectus Supplement, all Distribution Date Statements delivered
or otherwise made available to holders of the relevant Class of Certificates
since the Closing Date and all reports, statements and analyses delivered or
otherwise made available by the subject Master Servicer since the Closing Date
pursuant to Section 3.12(c), (iii) all Annual
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Statements of Compliance delivered by and/or to the Certificate Administrator
since the Closing Date pursuant to or as contemplated by Section 3.13, (iv) all
Annual Assessment Reports and Annual Attestation Reports delivered with respect
to and/or to the Certificate Administrator since the Closing Date pursuant to or
as contemplated by Section 3.14, (v) the most recent property inspection report
prepared by or on behalf of or received by the subject Master Servicer in
respect of each Mortgaged Property and any Environmental Assessments prepared
pursuant to Section 3.09, (vi) the most recent Mortgaged Property annual
operating statements and rent roll, if any, collected by or on behalf of or
received by the subject Master Servicer, (vii) any and all modifications,
waivers and amendments of the terms of a Serviced Trust Mortgage Loan entered
into by the Special Servicer and the Asset Status Report prepared pursuant to
Section 3.21(d), (viii) the Servicing File relating to each Serviced Trust
Mortgage Loan, (ix) any and all Officers' Certificates and other evidence
delivered by the subject Master Servicer or the Special Servicer, as the case
may be, to support its determination that any Advance was, or if made, would be,
a Nonrecoverable Advance pursuant to Section 3.03(e) or 4.03(c), including
appraisals affixed thereto and any Required Appraisal prepared pursuant to
Section 3.09(a), (x) all CMSA Operating Statement Analyses and CMSA NOI
Adjustment Worksheets maintained by the applicable Master Servicer or Special
Servicer; and (xi) any and all reports, statements and other written or
electronic information relating to an Outside Serviced Trust Mortgage Loan, the
related Mortgaged Property and/or the borrower under such Outside Serviced Trust
Mortgage Loan, to the extent such items were received by the applicable Master
Servicer from an Outside Servicer or the related Outside Trustee. Copies of any
and all of the foregoing items will be available from the applicable Master
Servicer, the Special Servicer, the Certificate Administrator, or the Trustee,
as the case may be, upon request, and shall be provided to any of the Rating
Agencies at no cost pursuant to their reasonable requests.
In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the
Certificate Administrator, the Trustee, a Master Servicer or the Special
Servicer, as applicable, shall require: (i) in the case of Certificate Owners
and the Controlling Class Representative, a confirmation executed by the
requesting Person substantially in the form of Exhibit L-1 hereto (or such other
form as may be reasonably acceptable to the Certificate Administrator, the
Trustee, the subject Master Servicer or the Special Servicer, as applicable)
generally to the effect that such Person is a beneficial holder of Book-Entry
Certificates, or a representative of a beneficial holder of Book-Entry
Certificates, and, subject to the last sentence of this paragraph, will keep
such information confidential (except that such Certificate Owner and the
Controlling Class Representative may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein (or a licensed or registered investment adviser representing
such other Person), provided that such other Person (or a licensed or registered
investment adviser representing such other Person) confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective transferee of a
Certificate or an interest therein (or a licensed or registered investment
adviser representing such Person), confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 hereto (or such other form as
may be reasonably acceptable to the Certificate Administrator, the Trustee, the
subject Master Servicer or the Special Servicer, as applicable) generally to the
effect that such Person is a prospective transferee of a Certificate or an
interest therein (or a licensed or registered investment adviser representing
such Person), is requesting the information for use in evaluating a possible
investment in Certificates and, subject to the last sentence of this paragraph,
will otherwise keep such information confidential. The Holders of the
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Certificates, by their acceptance thereof, and the Controlling Class
Representative, by its acceptance of its appointment, will be deemed to have
agreed, subject to the last sentence of this paragraph, to keep such information
confidential (except that any Holder may provide such information obtained by it
to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (or a licensed or registered investment adviser
representing such other Person), provided that such other Person (or a licensed
or registered investment adviser representing such other Person) confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential) and agrees not to use such information in
any manner that would violate federal, state or local securities laws.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner (or any licensed or
registered investment adviser representing such Person) shall be obligated to
keep confidential any information received from the Certificate Administrator,
the Trustee, a Master Servicer or the Special Servicer, as applicable, pursuant
to this Section 3.15 that has previously been made available via the Certificate
Administrator's, the Trustee's, a Master Servicer's or the Special Servicer's
Internet Website without restriction as to access, as applicable, or has
previously been filed with the Commission, and the Certificate Administrator,
the Trustee, such Master Servicer or the Special Servicer, as applicable, shall
not require either of the certifications contemplated by the second preceding
sentence in connection with providing any information pursuant to this Section
3.15 that has previously been made available via the Certificate
Administrator's, the Trustee's, such Master Servicer's or the Special Servicer's
Internet Website without restriction as to access, as applicable, or has
previously been filed with the Commission.
Each of the Master Servicers and the Special Servicer shall afford
to the Trustee, the Certificate Administrator, the Rating Agencies and the
Depositor, and to the OTS, the FDIC, the Federal Reserve Board and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner or, to the extent that the subject
information relates to a Serviced Loan Combination, a related Serviced Non-Trust
Mortgage Loan Noteholder, access to any records regarding the Trust Mortgage
Loans and the servicing thereof within its control, except to the extent it is
prohibited from doing so by applicable law or contract or to the extent such
information is subject to a privilege under applicable law to be asserted on
behalf of the Certificateholders. Such access shall be afforded only upon
reasonable prior written request and during normal business hours at the offices
of the applicable Master Servicer or the Special Servicer, as the case may be,
designated by it.
The Trustee, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Underwriters may require payment from a
Certificateholder, Certificate Owner, prospective transferee (or a licensed or
registered investment adviser representing such Person) or, in the case of a
Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder
(to the extent permitted by the related Co-Lender Agreement) of a sum sufficient
to cover the reasonable costs and expenses of providing any such information or
access pursuant to this Section 3.15 to, or at the request of, such
Certificateholder, Certificate Owner, prospective transferee (or a licensed or
registered investment adviser representing such Person) or, in the case of a
Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan
Noteholder, as applicable, including, without limitation, copy charges and, in
the case of any such Person requiring on site review in excess of three (3)
Business Days, reasonable fees for employee time and for space.
(b) A Master Servicer may, but is not required to, make available
on or prior to the Distribution Date in each month to any Privileged Person (or,
following receipt of written direction of
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the Depositor, any interested party) (i) the Distribution Date Statement via its
Internet Website, (ii) as a convenience for Privileged Persons (or, following
receipt of written direction of the Depositor, any interested parties) (and not
in furtherance of the distribution thereof under the securities laws), this
Agreement, the Prospectus and the Prospectus Supplement on its Internet Website
and (iii) any other items at the request of the Depositor on its Internet
Website.
The Master Servicers and the Special Servicer may each, but neither
is required to, make available each month via its Internet Website in lieu of
physical or electronic delivery (i) to any Privileged Person (or, following
receipt of written direction of the Depositor, any interested party), the
Unrestricted Servicer Reports, the CMSA Appraisal Reduction Template, the CMSA
Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any
Privileged Person, with the use of a password provided by the subject Master
Servicer or the Special Servicer, as the case may be, the Restricted Servicer
Reports, the CMSA Special Servicer Loan File, the CMSA Financial File and the
CMSA Property File. Any Servicer Report that is not available on the applicable
Master Servicer's Internet Website as described in the immediately preceding
sentence by 5:00 p.m. (New York City time) on the related Distribution Date
shall be provided (in electronic format, or if electronic mail is unavailable,
by facsimile) by the applicable Master Servicer, upon request, to any Person
otherwise entitled to access such report on the applicable Master Servicer's
Internet Website; provided that availability on any such Internet Website shall
constitute delivery of the subject Servicer Report pursuant to this Section
3.15(b).
In connection with providing access to a Master Servicer's or the
Special Servicer's Internet Website, such Master Servicer or the Special
Servicer may require registration and the acceptance of a disclaimer.
If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to the
Certificate Administrator, and such application states that the Applicants'
desire to communicate with other Holders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy of the
communication which such Applicants propose to transmit, then the Certificate
Administrator, shall, within five (5) Business Days after the receipt of such
application, send, at the Applicants' expense, the written communication
proffered by the Applicants to all Certificateholders at their addresses as they
appear in the Certificate Register.
(c) The Master Servicers and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
applicable Master Servicer or the Special Servicer under this Agreement. None of
the Master Servicers, the Special Servicer, the Trustee or the Certificate
Administrator shall be liable for the dissemination of information in accordance
with this Section 3.15. The Certificate Administrator makes no representations
or warranties as to the accuracy or completeness of any report, document or
other information made available on the Certificate Administrator's Website and
assumes no responsibility therefor. In addition, the Certificate Administrator,
each Master Servicer and the Special Servicer may disclaim responsibility for
any information distributed by the Certificate Administrator, such Master
Servicer or the Special Servicer, respectively, for which it is not the original
source.
(d) Nothing herein is intended to compel a Master Servicer or the
Special Servicer to disclose any information or documents protected by
attorney-client privilege.
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SECTION 3.16 Title to REO Property; REO Accounts.
(a) If title to any Mortgaged Property (other than a Mortgaged
Property that secures an Outside Serviced Trust Mortgage Loan) is acquired, the
deed or certificate of sale shall be issued to the Trustee or its nominee on
behalf of the Certificateholders and, in the case of a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), as
their interests may appear. The Special Servicer, on behalf of the Trust Fund,
shall sell any Administered REO Property as soon as practicable in accordance
with the Servicing Standard, but prior to the end of the third year following
the calendar year in which REMIC I (or, in the case of any Administered REO
Property related to an Early Defeasance Trust Mortgage Loan, the related Loan
REMIC) acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more
than 60 days prior to the end of such third succeeding year, and is granted an
extension of time (an "REO Extension") by the Internal Revenue Service to sell
such Administered REO Property or (ii) obtains for the Trustee and the
Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the
Certificate Administrator, the Special Servicer and the applicable Master
Servicer, to the effect that the holding by REMIC I (or, in the case of any
Administered REO Property related to an Early Defeasance Trust Mortgage Loan,
the related Loan REMIC) of such Administered REO Property subsequent to the end
of such third succeeding year will not result in the imposition of taxes on
"prohibited transactions" (as defined in Section 860F of the Code) of any REMIC
Pool or cause any REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such Administered REO
Property within such extended period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its obtaining the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall
first be payable from the REO Account to the extent of available funds and then
be a Servicing Advance by the applicable Master Servicer.
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any Administered REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall
occur, the Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each Administered REO Property (other than any SLC
REO Property). If such REO Acquisition occurs with respect to an SLC Mortgaged
Property, then the Special Servicer shall establish an REO Account solely with
respect to such property (an "SLC REO Account"), to be held for the benefit of
the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s), as their interests may appear. The Pool REO Account and any SLC
REO Account shall each be an Eligible Account. The Special Servicer shall
deposit, or cause to be deposited, in the applicable REO Account, upon receipt,
all REO Revenues, Insurance Proceeds and Liquidation Proceeds (net of
Liquidation Expenses) received in respect of an Administered REO Property within
two (2) Business Days of receipt. Funds in the REO Accounts may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from each REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in such REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to such REO Account for any Collection Period). The
Special
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Servicer shall give written notice to the Trustee, the Certificate Administrator
and the applicable Master Servicer of the location of each REO Account, when
first established and of the new location of such REO Account prior to any
change thereof.
(c) The Special Servicer shall withdraw from the related REO
Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any Administered REO Property, but only to the
extent of amounts on deposit in such REO Account relating to such REO Property
(including any monthly reserve or escrow amounts necessary to accumulate
sufficient funds for taxes, insurance and anticipated capital expenditures (the
"Impound Reserve")). On the second Business Day following the end of each
Collection Period, the Special Servicer shall withdraw from the Pool REO Account
and any SLC REO Account and deposit into the applicable Master Servicer's
Collection Account and the applicable SLC Custodial Account, respectively, or
deliver to the applicable Master Servicer or such other Person as may be
directed by the applicable Master Servicer (which shall deposit such amounts
into the applicable Master Servicer's Collection Account and the applicable SLC
Custodial Account, respectively), the aggregate of all amounts received in
respect of each Administered REO Property during such Collection Period, net of
any withdrawals made out of such amounts pursuant to the preceding sentence.
Notwithstanding the foregoing, in addition to the Impound Reserve, the Special
Servicer may retain in the applicable REO Account such portion of proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management, leasing, maintenance and disposition of the
related Administered REO Property (including, without limitation, the creation
of a reasonable reserve for repairs, replacements and other related expenses).
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c).
The Special Servicer shall provide the applicable Master Servicer any
information with respect to each REO Account as is reasonably requested by the
applicable Master Servicer.
(e) Notwithstanding anything to the contrary, this Section 3.16
shall not apply to any Outside Administered REO Property.
SECTION 3.17 Management of REO Property.
(a) Prior to the acquisition of title to a Mortgaged Property
(other than a Mortgaged Property that secures an Outside Serviced Trust Mortgage
Loan), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be derived from such
property if it were acquired by the Trust Fund. If the Special Servicer
determines from such review in compliance with the Servicing Standard that in
its good faith and reasonable judgment:
(i) None of the income from Directly Operating such
Administered REO Property would be subject to tax as "net income from
foreclosure property" within the meaning of the REMIC Provisions (such tax
referred to herein as an "REO Tax"), and the Special Servicer does not
engage in any of the activities described in the definition of "Directly
Operate" that would cause such Administered REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8)
of the Code, then such Mortgaged Property may be Directly Operated by the
Special Servicer as REO Property;
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(ii) Directly Operating such Mortgaged Property as an REO
Property could result in income from such property that would be subject
to an REO Tax, but that a lease of such property to another party to
operate such property, or the performance of some services by an
Independent Contractor with respect to such property, or another method of
operating such property would not result in income subject to an REO Tax,
then the Special Servicer may (provided that in the good faith and
reasonable judgment of the Special Servicer, such alternative is
commercially feasible and would result in a greater net recovery on a
present value basis than earning income subject to an REO Tax) acquire
such Mortgaged Property as REO Property and so lease or manage such
Administered REO Property; or
(iii) It is reasonable to believe that Directly Operating such
property as REO Property could result in income subject to an REO Tax and
that such method of operation is commercially feasible and would result in
a greater net recovery on a present value basis than leasing or other
method of operating such Administered REO Property that would not incur an
REO Tax, the Special Servicer shall deliver to the Certificate
Administrator, in writing, a proposed plan (the "Proposed Plan") to manage
such property as REO Property. Such plan shall include potential sources
of income, and to the extent commercially feasible, estimates of the
amount of income from each such source. Within a reasonable period of time
after receipt of such plan, the Certificate Administrator shall consult
with the Special Servicer and shall advise the Special Servicer of the
Certificate Administrator's federal income tax reporting position with
respect to the various sources of income that the Trust Fund would derive
under the Proposed Plan. In addition, the Certificate Administrator shall
(to the extent reasonably possible) advise the Special Servicer of the
estimated amount of taxes that the Trust Fund would be required to pay
with respect to each such source of income. After receiving the
information described in the two preceding sentences from the Certificate
Administrator, the Special Servicer shall either (A) implement the
Proposed Plan (after acquiring the respective Mortgaged Property as REO
Property) or (B) manage such property in a manner that would not result in
the imposition of an REO Tax on the income derived from such property. All
of the Certificate Administrator's expenses (including any fees and
expenses of counsel or other experts reasonably retained by it) incurred
pursuant to this section shall be reimbursed to it from the Trust Fund in
accordance with Section 10.01(e).
The Special Servicer's decision as to how each Administered REO
Property shall be managed shall be based on the Servicing Standard and in any
case on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders and, in the
case of any SLC REO Property, the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole) by maximizing (to the extent commercially
feasible and consistent with Section 3.17(b)) the net after-tax REO Revenues
received by the Trust Fund with respect to such property and, to the extent
consistent with the foregoing, in the same manner as would prudent mortgage loan
servicers operating acquired mortgaged property comparable to the respective REO
Property. Both the Special Servicer and the Certificate Administrator may, at
the expense of the Trust Fund payable pursuant to Section 3.05(a) and, to the
extent such amounts relate to a Serviced Loan Combination and/or an SLC REO
Property, at the expense of the Trust Fund and the related Serviced Non-Trust
Mortgage Loan Noteholder(s) payable pursuant to Section 3.05(e), consult with
counsel.
(b) If title to any Administered REO Property is acquired, the
Special Servicer shall manage, conserve and protect such Administered REO
Property for the benefit of the Certificateholders
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and, in the case of any SLC REO Property, the related Serviced Non-Trust
Mortgage Loan Noteholder(s) (as a collective whole) solely for the purpose of
its prompt disposition and sale in a manner that does not and will not cause
such Administered REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code and will not result in
either (i) the receipt by any REMIC Pool of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or (ii) an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer
shall have full power and authority to do any and all things in connection
therewith as are consistent with the Servicing Standard and, consistent
therewith, shall withdraw from the related REO Account, to the extent of amounts
on deposit therein with respect to any Administered REO Property, funds
necessary for the proper management, maintenance and disposition of such
Administered REO Property, including without limitation:
(i) all insurance premiums due and payable in respect of
such Administered REO Property;
(ii) all real estate taxes and assessments in respect of such
Administered REO Property that may result in the imposition of a lien
thereon;
(iii) any ground rents in respect of such Administered REO
Property; and
(iv) all costs and expenses necessary to maintain, lease,
sell, protect, manage and restore such Administered REO Property.
To the extent that amounts on deposit in the applicable REO Account
in respect of any Administered REO Property are insufficient for the purposes
set forth in the preceding sentence with respect to such Administered REO
Property, the applicable Master Servicer, subject to the second paragraph of
Section 3.03(c), shall make Servicing Advances in such amounts as are necessary
for such purposes unless (as evidenced by an Officer's Certificate delivered to
the Trustee) the applicable Master Servicer determines, in accordance with the
Servicing Standard, that such payment would be a Nonrecoverable Advance;
provided, however, that the applicable Master Servicer may make any such
Servicing Advance without regard to recoverability if it is a necessary fee or
expense incurred in connection with the defense or prosecution of legal
proceedings.
(c) Unless Section 3.17(a)(i) applies, the Special Servicer shall
contract with any Independent Contractor (if required by the REMIC Provisions
for the subject Administered REO Property to remain classified as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code) for the
operation and management of any Administered REO Property; provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be
expenses of the Trust Fund) shall be reasonable and customary in
consideration of the nature and locality of such Administered REO
Property;
(iii) except as permitted under Section 3.17(a), any such
contract shall require, or shall be administered to require, that the
Independent Contractor, in a timely manner, pay all costs and expenses
incurred in connection with the operation and management of such
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Administered REO Property, including, without limitation, those listed in
Section 3.17(b) above, and remit all related revenues collected (net of
its fees and such costs and expenses) to the Special Servicer upon
receipt;
(iv) none of the provisions of this Section 3.17(c) relating
to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its
duties and obligations hereunder with respect to the operation and
management of any such Administered REO Property; and
(v) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such
Administered REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.
(d) Notwithstanding anything to the contrary, this Section 3.17
shall not apply to any Outside Administered REO Property.
SECTION 3.18 Resolution of Defaulted Trust Mortgage Loans and
REO Properties.
(a) A Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee may sell or purchase, or permit the sale or
purchase of, a Trust Mortgage Loan or an REO Property only on the terms and
subject to the conditions set forth in this Section 3.18 or as otherwise
expressly provided in or contemplated by this Agreement and/or any applicable
intercreditor, co-lender or similar agreement.
(b) Within 60 days after a Trust Mortgage Loan becomes a Defaulted
Trust Mortgage Loan, the Special Servicer shall determine the fair value of such
Trust Mortgage Loan in accordance with the Servicing Standard; provided,
however, that such determination shall be made without taking into account any
effect the restrictions on the sale of such Trust Mortgage Loan contained herein
may have on the value of such Defaulted Trust Mortgage Loan; and provided,
further, that the Special Servicer shall use reasonable efforts promptly to
obtain an Appraisal (including, without limitation, in the case of an Outside
Serviced Trust Mortgage Loan, from an Outside Servicer) with respect to the
related Mortgaged Property unless it has an Appraisal that is less than 12
months old and has no actual knowledge of, or notice of, any event which in the
Special Servicer's judgment would materially affect the validity of such
Appraisal. The Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within 30 days) after its receipt of
such new Appraisal, if applicable. The Special Servicer is permitted to change,
from time to time, its determination of the fair value of a Defaulted Trust
Mortgage Loan based upon changed circumstances, new information or otherwise, in
accordance with the Servicing Standard; provided, however, the Special Servicer
shall update its determination of the fair value at least once every 90 days.
The Special Servicer shall notify the Trustee, the Certificate Administrator,
the applicable Master Servicer, each Rating Agency, the Majority Controlling
Class Certificateholder and, in the case of any SLC Trust Mortgage Loan, the
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related Serviced Non-Trust Mortgage Loan Noteholder(s) promptly upon its fair
value determination and any adjustment thereto. In determining the fair value of
any Defaulted Trust Mortgage Loan, the Special Servicer shall take into account,
among other factors, the period and amount of the delinquency on such Trust
Mortgage Loan, the occupancy level and physical condition of the related
Mortgaged Property, the state of the local economy in the area where the
Mortgaged Property is located, the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property, and the expected
recoveries from such Trust Mortgage Loan if the Special Servicer were to pursue
a workout or foreclosure strategy instead of selling such Trust Mortgage Loan
pursuant to the Purchase Option. In addition, the Special Servicer shall refer
to all other relevant information obtained by it or otherwise contained in the
Mortgage File; provided that the Special Servicer shall take account of any
change in circumstances regarding the related Mortgaged Property known to the
Special Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in, the most recent related Appraisal. Furthermore,
the Special Servicer shall consider all available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property is located. The Special Servicer may, to the extent it is reasonable to
do so in accordance with the Servicing Standard, rely on the opinion and reports
of Independent third-parties in making such determination. In the case of an
Outside Serviced Trust Mortgage Loan, the Special Servicer may consider and rely
upon information provided by the Outside Servicers. If a Serviced Pari Passu
Trust Mortgage Loan becomes a Defaulted Trust Mortgage Loan, and if any related
Serviced Pari Passu Non-Trust Mortgage Loan has been securitized, then the
Special Servicer shall provide the special servicer for the other securitization
trust that includes such related Serviced Pari Passu Non-Trust Mortgage Loan,
subject to payment of reasonable costs, copies of any information used by the
Special Servicer to determine the fair value of the subject Serviced Pari Passu
Trust Mortgage Loan.
(c) Subject to the terms set forth in Section 2.03, if a Trust
Mortgage Loan becomes a Defaulted Trust Mortgage Loan, then each of the Majority
Controlling Class Certificateholder and the Special Servicer shall have an
assignable option (a "Purchase Option") to purchase such Defaulted Trust
Mortgage Loan from the Trust Fund (with respect to any SLC Trust Mortgage Loan,
subject to the related Co-Lender Agreement) at a price (the "Option Price")
equal to (i) the Purchase Price, if the Special Servicer has not yet determined
the fair value of the Defaulted Trust Mortgage Loan, or (ii) the fair value of
the Defaulted Trust Mortgage Loan as determined by the Special Servicer in the
manner described in Section 3.18(b) and in accordance with the Servicing
Standard, if the Special Servicer has made such fair value determination. Any
holder of a Purchase Option may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Trust Mortgage Loan to any party
other than the related Mortgagor or an Affiliate of the related Mortgagor at any
time after the related Trust Mortgage Loan becomes a Defaulted Trust Mortgage
Loan. The transferor of any Purchase Option shall notify the Trustee and the
applicable Master Servicer of such transfer and such notice shall include the
transferee's name, address, telephone number, facsimile number and appropriate
contact person(s) and shall be acknowledged in writing by the transferee.
Notwithstanding the foregoing, and subject to any applicable co-lender,
intercreditor or similar agreement, the Majority Controlling Class
Certificateholder shall have the right to exercise its Purchase Option prior to
any exercise of the Purchase Option by any other holder of a Purchase Option;
provided that if the Purchase Option is not exercised by the Majority
Controlling Class Certificateholder or any assignee thereof within 60 days of a
Serviced Trust Mortgage Loan becoming a Defaulted Trust Mortgage Loan, then the
Special Servicer
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shall have the right to exercise its Purchase Option prior to any exercise by
the Majority Controlling Class Certificateholder, and the Special Servicer or
its assignee may exercise such Purchase Option at any time during the 15-day
period immediately following the expiration of such 60-day period. Following the
expiration of such 15-day period, and subject to any applicable co-lender,
intercreditor or similar agreement, the Majority Controlling Class
Certificateholder shall again have the right to exercise its Purchase Option
prior to any exercise of the Purchase Option by the Special Servicer. If not
exercised earlier, the Purchase Option with respect to any Defaulted Trust
Mortgage Loan will automatically terminate (i) once the subject Trust Mortgage
Loan is no longer a Defaulted Trust Mortgage Loan (provided, however, that, if
such Trust Mortgage Loan subsequently becomes a Defaulted Trust Mortgage Loan,
the related Purchase Option shall again be exercisable), (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the
modification or pay-off, in full or at a discount, of such Defaulted Trust
Mortgage Loan in connection with a workout or (iv) such Defaulted Trust Mortgage
Loan is otherwise removed from the Trust Fund.
(d) Notwithstanding Section 3.18(c), if the AmeriCold Portfolio
Trust Mortgage Loan becomes a Defaulted Trust Mortgage Loan, then for 30 days
following the 15-day period during which the Special Servicer may exercise the
Purchase Option with respect to the AmeriCold Portfolio Trust Mortgage Loan, but
prior to the Majority Controlling Class Certificateholder again being able to
exercise that Purchase Option, the AmeriCold Portfolio Non-Trust Mortgage Loan
Noteholder (or its designee) shall be entitled to exercise the Purchase Option
for the AmeriCold Portfolio Trust Mortgage Loan by delivery of a Purchase Option
Notice (which may not be delivered until expiration of the 15-day period during
which the Special Servicer may exercise such Purchase Option, notice of which
shall be given by the Special Servicer to the AmeriCold Portfolio Non-Trust
Mortgage Loan Noteholders promptly upon the occurrence of such expiration). The
AmeriCold Portfolio Non-Trust Mortgage Loan Noteholder (or designee thereof), if
it delivers a Purchase Option Notice with respect to the AmeriCold Portfolio
Trust Mortgage Loan, shall have ten (10) days to complete the purchase following
the delivery of that Purchase Option Notice.
(e) Upon receipt of notice from the Special Servicer indicating
that a Trust Mortgage Loan has become a Defaulted Trust Mortgage Loan, the
holder (whether the original grantee of such option or any subsequent
transferee) of the Purchase Option may exercise the Purchase Option by providing
the applicable Master Servicer and the Trustee written notice thereof (the
"Purchase Option Notice"), in the form of Exhibit M, which notice shall identify
the Person that, on its own or through an Affiliate, will acquire the subject
Defaulted Trust Mortgage Loan upon closing and shall specify a cash exercise
price at least equal to the Option Price. The Purchase Option Notice shall be
delivered in the manner specified in Section 11.05. The exercise of any Purchase
Option pursuant to this clause (e) shall be irrevocable.
(f) If the Special Servicer or the Majority Controlling Class
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the subject Defaulted
Trust Mortgage Loan, the Trustee shall determine as soon as reasonably
practicable (and, in any event, within 30 days) after the Trustee has received
the written notice, whether the Option Price represents fair value for the
Defaulted Trust Mortgage Loan; provided that, if the Special Servicer is then in
the process of obtaining a new Appraisal with respect to the related Mortgaged
Property, then the Trustee shall make its fair value determination with respect
to the subject Defaulted Trust Mortgage Loan as soon as reasonably practicable
(but in any event within 30 days) after
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the Trustee's receipt of such new Appraisal. Such fair value determination shall
be made in accordance with the Trustee's good faith reasonable judgment. In
determining the fair value of any Defaulted Trust Mortgage Loan, the Trustee may
rely on the opinion and reports of Independent third parties (selected by the
Trustee with reasonable care) in making such determination; provided that the
Trustee may rely on a current Appraisal obtained for the related Mortgaged
Property pursuant to this Agreement or, in the case of an Outside Serviced Trust
Mortgage Loan, an Appraisal obtained by the trustee or other applicable party
under the related Outside Servicing Agreement (if not obtained by the party with
the conflict), it being herein acknowledged that the Trustee is authorized to
obtain its own Appraisal at the expense of the Trust if necessary and
appropriate under the circumstances. The reasonable costs of all appraisals,
inspection reports and broker opinions of value, reasonably incurred by the
Trustee or any such third party pursuant to this subsection shall be advanced by
the applicable Master Servicer and shall constitute, and be reimbursable as,
Servicing Advances (or if such Advance is deemed to be a Nonrecoverable Advance
such costs shall be reimbursable as Additional Trust Fund Expenses). The other
parties to this Agreement shall cooperate with all reasonable requests for
information.
(g) Unless and until the Purchase Option with respect to a
Defaulted Trust Mortgage Loan is exercised, the Special Servicer shall pursue
such other resolution strategies available hereunder with respect to such
Defaulted Trust Mortgage Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate consistent with the
Servicing Standard; provided, however, the Special Servicer will not be
permitted to sell the Defaulted Trust Mortgage Loan other than in connection
with the exercise of the related Purchase Option or a repurchase by the
applicable Mortgage Loan Seller pursuant to Section 2.03 or the exercise of a
purchase option by a Serviced Non-Trust Mortgage Loan Noteholder pursuant to the
related Co-Lender Agreement or by a mezzanine lender pursuant to the related
intercreditor agreement.
(h) If title to any Mortgaged Property is acquired by the Trust
Fund in respect of any Serviced Trust Mortgage Loan, then the Special Servicer
shall, subject to Section 6.11, Section 6.12 or Section 6.13, as applicable, use
its reasonable best efforts to sell the subject Administered REO Property as
soon as practicable in accordance with Section 3.16(a); and, in connection
therewith the Special Servicer shall offer such Administered REO Property in a
commercially reasonable manner. If the Special Servicer on behalf of the Trustee
has not received an REO Extension or an Opinion of Counsel described in Section
3.16(a) and the Special Servicer is not able to sell such Administered REO
Property within the period specified in Section 3.16(a), or if an REO Extension
has been granted and the Special Servicer is unable to sell such Administered
REO Property within the extended time period, the Special Servicer shall,
subject to Section 6.11, Section 6.12 or Section 6.13, as applicable, before the
end of such period or extended period, as the case may be, auction the
Administered REO Property to the highest bidder (which may be the Special
Servicer) in accordance with the Servicing Standard. The Special Servicer shall
give the Controlling Class Representative, the applicable Master Servicer and
the Trustee (and, with respect to any Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) not less than five (5) days'
prior written notice of its intention to sell any REO Property. Where any
Interested Person is among those bidding with respect to an Administered REO
Property, the Special Servicer shall require that all bids be submitted in
writing and be accompanied by a refundable deposit of cash in an amount equal to
5% of the bid amount. No Interested Person shall be permitted to purchase an
Administered REO Property at a price less than the Purchase Price; provided
that, if the Special Servicer intends to bid on any Administered REO Property,
(i) the Special Servicer shall notify the Trustee of such intent and (ii) the
Special Servicer shall not bid less than the Purchase Price, which in all cases
shall be deemed a fair price.
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(i) Subject to the REMIC Provisions, the Special Servicer shall
act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Administered REO
Property or the exercise of a Purchase Option, including the collection of all
amounts payable in connection therewith. Notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Administered REO Property or purchase any
Defaulted Trust Mortgage Loan. Any sale of a Defaulted Trust Mortgage Loan
(pursuant to a Purchase Option) or an Administered REO Property shall be without
recourse to, or representation or warranty by, the Trustee, the Depositor, the
Special Servicer, the applicable Master Servicer, any Mortgage Loan Seller or
the Trust Fund. Notwithstanding the foregoing, nothing herein shall limit the
liability of the applicable Master Servicer, the Special Servicer or the Trustee
to the Trust Fund and the Certificateholders for failure to perform its duties
in accordance herewith. None of the Special Servicer, the applicable Master
Servicer, the Depositor or the Trustee shall have any liability to the Trust
Fund or any Certificateholder with respect to the price at which a Defaulted
Trust Mortgage Loan is sold if the sale is consummated in accordance with the
terms of this Agreement.
(j) Upon exercise of a Purchase Option, the holder of such
Purchase Option shall be required to pay the purchase price specified in its
Purchase Option Notice to the Special Servicer within 10 Business Days of
exercising its Purchase Option. The proceeds of any sale of a Defaulted Trust
Mortgage Loan, after deduction of the expenses of such sale incurred in
connection therewith, shall be remitted by the Special Servicer to the
applicable Master Servicer within one (1) Business Day of receipt for deposit
into the applicable Master Servicer's Collection Account. The Special Servicer
shall immediately notify the Trustee upon the holder of the effective Purchase
Option's failure to remit the purchase price specified in its Purchase Option
Notice pursuant to this Section 3.18(j). Thereafter, the Special Servicer shall
notify each holder of a Purchase Option of such failure and such holder of a
Purchase Option may then exercise its Purchase Option in accordance with this
Section 3.18.
(k) Notwithstanding anything herein to the contrary, the Special
Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative or a Serviced Non-Trust
Mortgage Loan Noteholder that would cause it to violate applicable law or any
term or provision of this Agreement, including the REMIC Provisions and the
Servicing Standard.
(l) The amount paid for a Defaulted Trust Mortgage Loan or an
Administered REO Property purchased under this Agreement shall be deposited into
the applicable Master Servicer's Collection Account, in the case of a Trust
Mortgage Loan, or the REO Account, in the case of an Administered REO Property
(except any portion of such amount constituting Gain-on-Sale Proceeds which
shall be deposited in the Gain-on-Sale Reserve Account or, in the case of any
A-Note Trust Mortgage Loan, applied in accordance with the related Co-Lender
Agreement). Upon receipt of an Officer's Certificate from the applicable Master
Servicer to the effect that such deposit has been made, the Trustee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the purchaser of such Defaulted Trust Mortgage Loan or related
Administered REO Property ownership of the Defaulted Trust Mortgage Loan or
Administered REO Property. The Trustee, upon receipt of a Request for Release,
shall release or cause to be released to the applicable Master Servicer or
Special Servicer the related Mortgage File. In connection with any such
purchase, the Special Servicer shall deliver the related Servicing File to the
purchaser of a Defaulted Trust Mortgage Loan or related Administered REO
Property.
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SECTION 3.19 Additional Obligations of Master Servicers and
Special Servicer.
(a) Each Master Servicer shall deposit in its Collection Account
on each P&I Advance Date, without any right of reimbursement therefor with
respect to those Trust Mortgage Loans, if any, as to which it is the applicable
Master Servicer and that were, in each case, subject to a voluntary Principal
Prepayment (other than Principal Prepayments from Insurance Proceeds or
Liquidation Proceeds) during the most recently ended Collection Period creating
a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the amount
of all of the related Prepayment Interest Shortfalls and (ii) the sum of any and
all Master Servicing Fees (calculated for this purpose only at a rate of 0.01%
per annum) and Prepayment Interest Excesses received by such Master Servicer
during such Collection Period on those Trust Mortgage Loans and REO Trust
Mortgage Loans as to which it is the applicable Master Servicer; provided that
if a Prepayment Interest Shortfall occurs as a result of a Master Servicer's
allowing the Mortgagor to deviate from the terms of the related loan documents
regarding principal prepayments (other than (a) subsequent to a material default
under the related loan documents, (b) pursuant to applicable law or court order
or (c) at the request or with the consent of the Special Servicer or the
Controlling Class Representative), then the amount in clause (ii) of this
sentence will be replaced with the sum of (x) all Master Servicing Fees and
Prepayment Interest Excesses payable to such Master Servicer with respect to the
Trust Mortgage Loans and any REO Trust Mortgage Loans as to which such Master
Servicer is the applicable Master Servicer for the subject Collection Period,
inclusive of any portion thereof payable to a third-party primary servicer and
inclusive of any Excess Servicing Strip and (y) any investment income earned on
the related principal prepayment during such Collection Period while on deposit
in such Master Servicer's Collection Account. Any Prepayment Interest Excesses
received by a Master Servicer during any Collection Period and not otherwise
applied as described in the prior sentence will be applied, to the extent
necessary, to cover any Prepayment Interest Shortfall related to a Trust
Mortgage Loan serviced by that Master Servicer, which Prepayment Interest
Shortfall was incurred during such Collection Period and was not otherwise
offset by the payments described in the prior sentence.
For the purposes of determining the amounts that a Master Servicer
is required to deposit in its Collection Account on any P&I Advance Date in
respect of any particular Collection Period pursuant to the preceding paragraph
of this Section 3.19(a), no Prepayment Interest Shortfall shall be carried over
from a prior Collection Period. Notwithstanding the foregoing, no Master
Servicer shall be relieved from making a payment it was obligated to make under
the preceding paragraph of this Section 3.19(a) in respect of a prior Collection
Period, but failed to do so.
In addition, on the first P&I Advance Date that follows the end of
the Collection Period in which occurs the Stated Maturity Date of any Late
Payment Date Trust Mortgage Loan, the applicable Master Servicer shall deposit
in the Distribution Account (without any right of reimbursement) a cash amount
equal to the Balloon Payment Interest Shortfall for such Trust Mortgage Loan.
(b) The applicable Master Servicer shall, as to each Serviced
Trust Mortgage Loan that is secured by the interest of the related Mortgagor
under a Ground Lease, promptly (and in any event within 60 days of the Closing
Date) notify the related ground lessor in writing of the transfer of such
Serviced Trust Mortgage Loan to the Trust Fund pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the applicable Master Servicer.
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(c) The applicable Master Servicer shall promptly deliver to the
Special Servicer (and in any event within five (5) Business Days following
receipt) any written evidence it receives of an institutional lender's binding
commitment to refinance a Serviced Trust Mortgage Loan within 60 days after the
due date of such Serviced Trust Mortgage Loan's Balloon Payment.
(d) Master Servicer No. 2 shall be responsible for paying the
ongoing surveillance fees of the Rating Agencies with respect to the Trust.
(e) No Master Servicer shall, to the extent consistent with the
Servicing Standard and permitted by the related loan documents, apply any funds
with respect to a Serviced Mortgage Loan that are in the form of a holdback,
earnout reserve, cash trap or other similar feature, to the prepayment of the
subject Serviced Mortgage Loan prior to an event of default or reasonably
foreseeable event of default with respect to such Serviced Mortgage Loan.
SECTION 3.20 Modifications, Waivers, Amendments and
Consents.
(a) Subject to Sections 3.20(b) through 3.20(j) below and to
Section 3.08(b), Section 6.11, Section 6.12 and Section 6.13, and further
subject to any applicable intercreditor, co-lender or similar agreement
(including, with respect to a Serviced Loan Combination, the related Co-Lender
Agreement), the applicable Master Servicer (to the extent provided in Section
3.02(a) and Section 3.20(h) below) and the Special Servicer may, on behalf of
the Trustee, agree to any modification, waiver or amendment of any term of any
Serviced Mortgage Loan (including, subject to Section 3.20(h), the lease reviews
and lease consents related thereto) without the consent of the Trustee or any
Certificateholder. Neither a Master Servicer nor the Special Servicer (in its
respective capacity as such) may agree with the related Mortgagor to any
modification, extension, waiver or amendment of an Outside Serviced Trust
Mortgage Loan.
(b) All modifications, waivers or amendments of any Serviced
Mortgage Loan (including, subject to Section 3.20(h), the lease reviews and
lease consents related thereto) shall be in writing and shall be considered and
effected in accordance with the Servicing Standard; provided, however, that
neither a Master Servicer nor the Special Servicer, as applicable, shall make or
permit or consent to, as applicable, any modification, waiver or amendment of
any term of any Serviced Mortgage Loan not otherwise permitted by this Section
3.20 that would constitute a "significant modification" of such Serviced
Mortgage Loan within the meaning of Treasury regulations section 1.860G-2(b).
(c) Except as provided in Section 3.20(d) and the last sentence of
Section 3.02(a), neither a Master Servicer nor the Special Servicer, on behalf
of the Trustee, shall agree or consent to any modification, waiver or amendment
of any term of any Serviced Mortgage Loan that would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount (including Prepayment Premiums or
Yield Maintenance Charges, but excluding Penalty Interest, late payment
charges and amounts payable as additional servicing compensation) payable
thereunder;
(ii) affect the obligation of the related Mortgagor to pay a
Prepayment Premium or Yield Maintenance Charge or permit a Principal
Prepayment during any period in which the related Mortgage Note prohibits
Principal Prepayments;
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(iii) except as expressly contemplated by the related Mortgage
or pursuant to Section 3.09(d), result in a release of the lien of the
Mortgage on any material portion of the related Mortgaged Property without
a corresponding Principal Prepayment in an amount not less than the fair
market value (as determined by an appraisal by an Independent Appraiser
delivered to the Special Servicer at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely) of the property
to be released (other than in connection with a taking of all or part of
the related Mortgaged Property or REO Property for not less than fair
market value by exercise of the power of eminent domain or condemnation or
casualty or hazard losses with respect to such Mortgaged Property or REO
Property); or
(iv) except as provided in Section 3.08, permit the transfer
or transfers of (A) the related Mortgaged Property or any interest therein
or (B) equity interests in the Mortgagor or any equity owner of the
Mortgagor that would result, in the aggregate during the term of the
related Trust Mortgage Loan, in a transfer greater than 49% of the total
interest in the subject Mortgagor and/or any equity owner of the related
Mortgagor or a transfer of voting control in the related Mortgagor or an
equity owner of the related Mortgagor;
(v) except as provided in Section 3.08, permit the further
encumbrance of the related Mortgaged Property with additional debt; or
(vi) in the reasonable, good faith judgment of the Special
Servicer, otherwise materially impair the security for such Serviced
Mortgage Loan or reduce the likelihood of timely payment of amounts due
thereon.
(d) Notwithstanding Section 3.20(c), but subject to Section 6.11,
Section 6.12, Section 6.13 and the third paragraph of this Section 3.20(d) and
any applicable co-lender, intercreditor or similar agreement, including any
related Co-Lender Agreement, the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the
amount of the Periodic Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of
any Specially Serviced Mortgage Loan, or (v) accept a Principal Prepayment on
any Specially Serviced Mortgage Loan during any Lockout Period; provided that
(A) the related Mortgagor is in default with respect to the Specially Serviced
Mortgage Loan or, in the reasonable, good faith judgment of the Special
Servicer, such default is reasonably foreseeable, and (B) in the reasonable,
good faith judgment of the Special Servicer, such modification would increase
the recovery on the Serviced Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate). In the case of every other modification, waiver or consent, the Special
Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of
Counsel shall be an expense of the Trust Fund to the extent not paid by the
related Mortgagor) to the effect that such modification, waiver or amendment
would not both (1) effect an exchange or reissuance of the Serviced Mortgage
Loan under Treasury regulation section 1.860G-2(b) of the Code and (2) cause any
REMIC Pool to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions.
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In addition, notwithstanding Section 3.20(c), but subject to Section
6.11, Section 6.12, Section 6.13, the third paragraph of this Section 3.20(d)
and any applicable co-lender, intercreditor or similar agreement, including any
related Co-Lender Agreement, the Special Servicer may extend the date on which
any Balloon Payment is scheduled to be due in respect of a Specially Serviced
Mortgage Loan if the conditions set forth in the proviso to the first sentence
of the prior paragraph are satisfied and the Special Servicer has obtained an
Appraisal of the related Mortgaged Property, in connection with such extension,
which Appraisal supports the determination of the Special Servicer contemplated
by clause (B) of the proviso to the first sentence of the immediately preceding
paragraph.
In no event will the Special Servicer: (i) extend the maturity date
of a Serviced Trust Mortgage Loan beyond a date that is two (2) years prior to
the Rated Final Distribution Date or, in connection with any such extension, in
no event shall the Special Servicer reduce the Mortgage Rate of a Serviced Trust
Mortgage Loan to less than the least of (A) the original Mortgage Rate of such
Serviced Trust Mortgage Loan, (B) the highest fixed Pass-Through Rate of any
Class of Principal Balance Certificates then outstanding and (C) a rate below
the then prevailing interest rate for comparable loans, as determined by the
Special Servicer; (ii) if the subject Serviced Trust Mortgage Loan is secured by
a Ground Lease (and not by the corresponding fee simple interest), extend the
maturity date of such Serviced Trust Mortgage Loan beyond a date which is less
than 20 years (or, to the extent consistent with the Servicing Standard, giving
due consideration to the remaining term of such Ground Lease, 10 years) prior to
the expiration of the term of such Ground Lease; or (iii) permit the
substitution of a Mortgaged Property or any material portion thereof (other than
as expressly provided in the related loan documents) unless it has received
written confirmation from each Rating Agency that such action will not result in
an Adverse Rating Event with respect to the Certificates (and if a Specially
Designated Non-Trust Mortgage Loan is involved, without receiving prior written
confirmation from each applicable Other Rating Agency that such action would not
result in an Adverse Rating Event with respect to any related Specially
Designated Non-Trust Mortgage Loan Securities).
The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first sentence of the first paragraph of this Section
3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered
to the Trustee and the applicable Master Servicer and describing in reasonable
detail the basis for the Special Servicer's determination. The Special Servicer
shall append to such Officer's Certificate any information including but not
limited to income and expense statements, rent rolls, property inspection
reports and appraisals that support such determination.
(e) Subject to Section 3.11, the Special Servicer or, with respect
to subsection (h) below, the applicable Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Trust Mortgage Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to it: (i) as additional servicing
compensation, a reasonable or customary fee for the additional services
performed in connection with such request, provided that such fee would not
itself be a "significant modification" pursuant to Treasury regulations section
1.1001-3(e)(2); and (ii) any related costs and expenses incurred by it. In no
event shall the Special Servicer or a Master Servicer be entitled to payment for
such fees or expenses unless such payment is collected from the related
Mortgagor.
(f) The Special Servicer shall notify the applicable Master
Servicer, any related Sub-Servicers, the Trustee, the Controlling Class
Representative (and, with respect to any Serviced Loan
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Combination, and the related Serviced Non-Trust Mortgage Loan Noteholder(s)) and
the respective Rating Agencies, in writing, of any material modification, waiver
or amendment of any term of any Serviced Trust Mortgage Loan (including fees
charged the related Mortgagor) and the date thereof, and shall deliver to the
Custodian (with a copy to the applicable Master Servicer) for deposit in the
related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten (10)
Business Days) following the execution thereof. Copies of each agreement whereby
any such modification, waiver or amendment of any term of any Trust Mortgage
Loan is effected shall be made available for review upon prior request during
normal business hours at the offices of the Special Servicer pursuant to Section
3.15 hereof.
(g) A Master Servicer shall not permit defeasance of any Serviced
Trust Mortgage Loan (x) on or before the earliest date on which defeasance is
permitted under the terms of such Serviced Trust Mortgage Loan, and (y) in a
manner that is inconsistent with the terms of such Serviced Trust Mortgage Loan.
Unless and except to the extent the applicable Master Servicer is precluded from
preventing such defeasance by the related Trust Mortgage Loan documents or
otherwise, the applicable Master Servicer will not permit defeasance of any
Serviced Trust Mortgage Loan, unless: (i) the defeasance collateral consists of
"Government Securities" within the meaning of the Investment Company Act of
1940, as amended, (ii) the applicable Master Servicer has determined that the
defeasance will not result in an Adverse REMIC Event (provided that the
applicable Master Servicer shall be entitled to rely conclusively on an Opinion
of Counsel to that effect), (iii) the applicable Master Servicer has notified
the Rating Agencies, (iv) to the extent the defeasance of the subject Serviced
Trust Mortgage Loan or, if a Serviced Loan Combination is involved, any related
Specially Designated Non-Trust Mortgage Loan is required by the then-current
applicable rating agency criteria to be reviewed by a Rating Agency or, if
applicable, an Other Rating Agency, such Rating Agency and/or, if applicable,
Other Rating Agency has confirmed that such defeasance will not result in an
Adverse Rating Event with respect to any Class of Certificates or related
Specially Designated Non-Trust Mortgage Loan Securities to which a rating has
been assigned by such rating agency (provided that, no confirmation from any
Rating Agency shall be required if the subject Serviced Trust Mortgage Loan
being defeased, together with all Trust Mortgage Loans cross-collateralized with
such Serviced Trust Mortgage Loan, (i) is not one of the ten (10) largest Trust
Mortgage Loans (or cross-collateralized groups of Trust Mortgage Loans) by
Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal
Balance at the time of the defeasance that is less than $35,000,000 and less
than 5% of the then-aggregate Stated Principal Balance of the Trust Mortgage
Loans, and the applicable Master Servicer shall have delivered to the Trustee
and each Rating Agency a Defeasance Certificate substantially in the form of
Exhibit N hereto), (v) the applicable Master Servicer has requested and received
from the related Mortgagor (A) an Opinion of Counsel generally to the effect
that the Trustee will have a perfected, first priority security interest in such
defeasance collateral and (B) written confirmation from a firm of Independent
accountants stating that payments made on such defeasance collateral in
accordance with the terms thereof will be sufficient to pay the subject Serviced
Trust Mortgage Loan in full on or before its Stated Maturity Date (or, in the
case of an ARD Trust Mortgage Loan, on or before its Anticipated Repayment Date)
and to timely pay each Periodic Payment scheduled to be due prior thereto but
after the defeasance and (vi) a single purpose entity (as defined below) is
designated to assume the Serviced Trust Mortgage Loan and own the Defeasance
Collateral; provided that, if under the terms of the related Trust Mortgage Loan
documents, the related Mortgagor delivers cash to purchase the defeasance
collateral rather than the defeasance collateral itself, the applicable Master
Servicer shall purchase the U.S. government obligations contemplated by the
related Trust Mortgage Loan documents. Subsequent to the second anniversary of
the Closing Date, to the extent that the applicable Master Servicer may, in
accordance
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with the related Trust Mortgage Loan documents, require defeasance of any
Serviced Trust Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium or Yield Maintenance Charge, the applicable Master Servicer shall, to
the extent it is consistent with the Servicing Standard, require such
defeasance; provided that the conditions set forth in clauses (i) through (vi)
of the preceding sentence have been satisfied. Any customary and reasonable
out-of-pocket expense incurred by a Master Servicer pursuant to this Section
3.20(g) shall be paid by the Mortgagor of the defeased Serviced Trust Mortgage
Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document
(or, if prohibited from being paid by the Mortgagor, shall be paid out of the
applicable Collection Account). Notwithstanding the foregoing, if at any time, a
court with jurisdiction in the matter shall hold that the related Mortgagor may
obtain a release of the subject Mortgaged Property but is not obligated to
deliver the full amount of the defeasance collateral contemplated by the related
Trust Mortgage Loan documents (or cash sufficient to purchase such defeasance
collateral), then the applicable Master Servicer shall (i) if consistent with
the related Trust Mortgage Loan documents, refuse to allow the defeasance of the
subject Serviced Trust Mortgage Loan or (ii) if the applicable Master Servicer
cannot so refuse and if the related Mortgagor has delivered cash to purchase the
defeasance collateral, the applicable Master Servicer shall either (A) buy such
defeasance collateral or (B) prepay the subject Serviced Trust Mortgage Loan, in
either case, in accordance with the Servicing Standard. For purposes of this
paragraph, a "single purpose entity" shall mean a Person, other than an
individual, whose organizational documents provide as follows: it is formed
solely for the purpose of owning and pledging the Defeasance Collateral related
to the Trust Mortgage Loans; it may not engage in any business unrelated to such
Defeasance Collateral and the financing thereof; it does not have and may not
own any assets other than those related to its interest in such Defeasance
Collateral or the financing thereof and may not incur any indebtedness other
than as permitted by the related Mortgage; it shall maintain its own books,
records and accounts, in each case which are separate and apart from the books,
records and accounts of any other person; it shall hold regular meetings, as
appropriate, to conduct its business, and shall observe all entity-level
formalities and record keeping; it shall conduct business in its own name and
use separate stationery, invoices and checks; it may not guarantee or assume the
debts or obligations of any other person; it shall not commingle its assets or
funds with those of any other person; it shall pay its obligations and expenses
from its own funds and allocate and charge reasonably and fairly any common
employees or overhead shared with affiliates; it shall prepare separate tax
returns and financial statements or, if part of a consolidated group, shall be
shown as a separate member of such group; it shall transact business with
affiliates on an arm's length basis pursuant to written agreements; and it shall
hold itself out as being a legal entity, separate and apart from any other
person. The single purpose entity organizational documents shall provide that
any dissolution and winding up or insolvency filing for such entity requires the
unanimous consent of all partners or members, as applicable, and that such
documents may not be amended with respect to the single purpose entity
requirements during the term of the subject Trust Mortgage Loan.
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(h) For any Serviced Mortgage Loan other than a Specially Serviced
Mortgage Loan, subject to the rights of the Special Servicer set forth in this
Section 3.20, and further subject to the rights of the Controlling Class
Representative and the Serviced Non-Trust Mortgage Loan Noteholders set forth
herein, including in Sections 3.21, 6.11, 6.12 and 6.13 and, with respect to any
Serviced Loan Combination, further subject to the rights of the related Serviced
Non-Trust Mortgage Loan Noteholder(s) under the related Co-Lender Agreement, the
applicable Master Servicer, without the consent of the Special Servicer or the
Controlling Class Representative, as applicable, shall be responsible for any
request by a Mortgagor for the consent or approval of the mortgagee with respect
to:
(i) approving routine leasing activity (including any
subordination, non-disturbance and attornment agreement) with respect to
any lease for less than the lesser of (A) 20,000 square feet and (B) 20%
of the related Mortgaged Property;
(ii) approving any waiver affecting the timing of receipt of
financial statements from any Mortgagor; provided that such financial
statements are delivered no less than quarterly and within 60 days of the
end of the calendar quarter;
(iii) approving annual budgets for the related Mortgaged
Property; provided that no such budget (A) provides for the payment of
operating expenses in an amount equal to more than 110% of the amounts
budgeted therefor for the prior year or (B) provides for the payment of
any material expenses to any affiliate of the Mortgagor (other than the
payment of a management fee to any property manager if such management fee
is no more than the management fee in effect on the Cut-off Date);
(iv) subject to other restrictions herein regarding
Principal Prepayments, waiving any provision of a Serviced Mortgage Loan
requiring a specified number of days notice prior to a Principal
Prepayment;
(v) approving modifications, consents or waivers (other
than those set forth in Section 3.20(c)) in connection with a defeasance
permitted by the terms of the related Serviced Trust Mortgage Loan if the
applicable Master Servicer receives an Opinion of Counsel (which Opinion
of Counsel shall be an expense of the Mortgagor) to the effect that such
modification, waiver or consent would not cause any REMIC Pool to fail to
qualify as a REMIC under the Code or result in a "prohibited transaction"
under the REMIC Provisions;
(vi) subject to Section 3.08(b), approving consents with
respect to non-material right-of-ways and non-material easements and
consent to subordination of the related Serviced Mortgage Loan to such
non-material rights-of-way or easements;
(vii) subject to Section 3.08, any non-material
modifications, waivers or amendments not provided for in clauses (i)
through (vi) above, which are necessary to cure any ambiguities or to
correct scrivener's errors in the terms of the related Serviced Trust
Mortgage Loan; and
(viii) approving a change of the property manager at the
request of the related Mortgagor, provided that (A) the successor property
manager is not affiliated with the related Mortgagor, and is a nationally
or regionally recognized manager of similar properties, (B) the
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subject Serviced Trust Mortgage Loan does not have an outstanding
principal balance in excess of $5,000,000 and (C) the related Mortgaged
Property does not secure a Loan Combination;
provided, however, in the case of any SLC Trust Mortgage Loan, the applicable
Master Servicer shall provide written notice of such action to the related
Serviced Non-Trust Mortgage Loan Noteholder(s); and provided, further that the
applicable Master Servicer shall promptly notify the Special Servicer of any
requests not subject to this Section 3.20(h) for which the Special Servicer is
responsible pursuant to this Section 3.20 and shall deliver to the Special
Servicer (which delivery may be by electronic transmission in a format
acceptable to the applicable Master Servicer and Special Servicer) a copy of the
request, and all information in the possession of the applicable Master Servicer
that the Special Servicer may reasonably request related thereto. For the
avoidance of doubt, and without limiting the generality of the foregoing, any
request for the disbursement of earnouts or holdback amounts with respect to any
Trust Mortgage Loan set forth on Schedule VI received by the applicable Master
Servicer shall be submitted to the Special Servicer for processing (which
request shall be deemed approved if the request is not denied by the Special
Servicer in writing to the applicable Master Servicer within ten (10) Business
Days of the Special Servicer's receipt of such request). For purposes of this
Agreement, "disbursement of earnouts or holdback amounts" shall mean the
disbursement or funding to a borrower of previously unfunded, escrowed or
otherwise reserved portions of the loan proceeds of the applicable Trust
Mortgage Loan.
Notwithstanding Section 3.08, the applicable Master Servicer (with
respect to Performing Serviced Trust Mortgage Loans, without the Special
Servicer's consent) or the Special Servicer (with respect to Specially Serviced
Trust Mortgage Loans and Administered REO Properties), without any Rating Agency
(or, if applicable, Other Rating Agency) confirmation as provided in Section
3.08(a), may grant a Mortgagor's request for consent (or, in the case of an
Administered REO Property, may consent) to subject the related Mortgaged
Property to an easement or right-of-way for utilities, access, parking, public
improvements or another purpose, and may consent to subordination of the subject
Trust Mortgage Loan to such easement or right-of-way, provided that the
applicable Master Servicer or the Special Servicer, as applicable, shall have
determined in accordance with the Servicing Standard that such easement or
right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, the security intended to be provided by such
Mortgage or the related Mortgagor's ability to repay the subject Trust Mortgage
Loan, and will not materially or adversely affect the value of such Mortgaged
Property and that the granting of such consent would not result in an Adverse
REMIC Event.
(i) To the extent that either the applicable Master Servicer or
Special Servicer waives any Penalty Interest or late charge in respect of any
Serviced Trust Mortgage Loan, whether pursuant to Section 3.02(a) or this
Section 3.20, the respective amounts of additional servicing compensation
payable to the applicable Master Servicer and the Special Servicer under Section
3.11 out of such Penalty Interest or late payment charges shall be reduced
proportionately, based upon the respective amounts that had been payable thereto
out of such Penalty Interest or late payment charges immediately prior to such
waiver.
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(j) Notwithstanding anything to the contrary in this Agreement,
neither a Master Servicer nor the Special Servicer, as applicable, shall take
the following action unless it has received prior written confirmation (the cost
of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents) from the Rating Agencies that such action will not
result in an Adverse Rating Event with respect to the Certificates (and if any
such action relates to a Specially Designated Non-Trust Mortgage Loan, unless it
has received prior written confirmation from the applicable Other Rating
Agencies that such action will not result in an Adverse Rating Event with
respect to any related Specially Designated Non-Trust Mortgage Loan Securities):
(i) with respect to any Mortgaged Property that secures a
Serviced Trust Mortgage Loan with an unpaid principal balance that is at
least equal to five percent (5%) of the then aggregate principal balance
of all Trust Mortgage Loans or $20,000,000 or that secures a Specially
Designated Non-Trust Mortgage Loan, the giving of any consent, approval or
direction regarding the termination of the related property manager or the
designation of any replacement property manager; and
(ii) with respect to any Mortgaged Property that is a
hospitality property and that secures either a Serviced Trust Mortgage
Loan with an unpaid principal balance that is equal to or greater than (A)
five percent (5%) of the then aggregate principal balance of all the Trust
Mortgage Loans or (B) $20,000,000 or a Specially Designated Non-Trust
Mortgage Loan, the giving of any consent to any change in the franchise
affiliation of such Mortgaged Property.
(k) Notwithstanding anything to the contrary in this Agreement,
except to the extent otherwise required under the related Co-Lender Agreement,
any modification, extension, waiver or amendment of the payment terms of a
Serviced Loan Combination shall be structured so as to be consistent with the
allocation and payment priorities in the related loan documents and the related
Co-Lender Agreement, such that neither the Trust as holder of the related SLC
Trust Mortgage Loan, on the one hand, nor the related Serviced Non-Trust
Mortgage Loan Noteholder(s), on the other hand, gains a priority over the other
that is not reflected in the loan documents and the related Co-Lender Agreement.
Furthermore, to the extent consistent with the Servicing Standard and the
applicable Co-Lender Agreement (taking into account the extent to which a B-Note
Non-Trust Mortgage Loan(s) is subordinate to the corresponding A-Note Trust
Mortgage Loan): (i) no waiver, reduction or deferral of any particular amounts
due on an A-Note Trust Mortgage Loan shall be effected prior to the waiver,
reduction or deferral of the entire corresponding item in respect of the related
B-Note Non-Trust Mortgage Loan(s); and (ii) no reduction of the Mortgage Rate on
an A-Note Trust Mortgage Loan shall be effected prior to the reduction of the
Mortgage Rate of the related B-Note Non-Trust Mortgage Loan(s), to the maximum
extent possible.
(l) If the Borrower under any Early Defeasance Trust Mortgage Loan
(or any Affiliate of such Borrower or other related Person) notifies the
applicable Master Servicer that it intends to defease its related Mortgage Loan
on or before the second anniversary of the Closing Date, then the applicable
Master Servicer shall, to the extent that it is entitled to do so under the
related Mortgage Loan Purchase Agreement, request in writing (with a copy to the
other parties hereto, the Majority Controlling Class Certificateholder, the
Rating Agencies and the Controlling Class Representative, if different from the
Majority Controlling Class Certificateholder) that the related Mortgage Loan
Seller, prior to or contemporaneously with the subject defeasance, repurchase
that Mortgage Loan at the applicable Purchase Price; or if the defeasance has
already occurred, then the applicable Master Servicer shall, to
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the extent that it is entitled to do so under the related Mortgage Loan Purchase
Agreement, request in writing (with a copy to the other parties hereto, the
Majority Controlling Class Certificateholder, the Rating Agencies and the
Controlling Class Representative, if different from the Majority Controlling
Class Certificateholder) that the related Mortgage Loan Seller will be required
to purchase that Mortgage Loan at the applicable Purchase Price, as soon as
reasonably practicable after that Mortgage Loan Seller has been made aware of
the defeasance. If any Early Defeasance Trust Mortgage Loan is repurchased as
contemplated by this Section 3.20(l), then the applicable Master Servicer shall
promptly notify the Certificate Administrator, and the Certificate Administrator
shall take such actions as are necessary to effect a "qualified liquidation"
(within the meaning of Section 860F(a)(4)) of the related Loan REMIC.
SECTION 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Serviced Mortgage Loan, the applicable Master Servicer or
Special Servicer, whichever made such determination, shall promptly notify the
other such party, the Controlling Class Representative and the Trustee (and, in
the case of a Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), and if the applicable Master Servicer is not also the
Special Servicer, the applicable Master Servicer shall immediately deliver or
cause to be delivered a copy of the related Mortgage File and Servicing File, to
the Special Servicer and shall use reasonable efforts to provide the Special
Servicer with all information, documents (or copies thereof) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Serviced Mortgage Loan, either in the applicable
Master Servicer's or any of its directors', officers', employees', affiliates'
or agents' possession or control or otherwise available to the applicable Master
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. The applicable Master Servicer
shall use reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, if the information, documents and records requested by the
Special Servicer are not contained in the Servicing File, the applicable Master
Servicer shall have such period of time as reasonably necessary to make such
delivery. Notwithstanding the occurrence of a Servicing Transfer Event, the
applicable Master Servicer shall continue to receive payments on the subject
Serviced Mortgage Loan (including amounts collected by the Special Servicer).
Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the applicable Master Servicer is not also the
Special Servicer, the Special Servicer shall immediately give notice thereof to
the applicable Master Servicer and, within five (5) Business Days of the
occurrence, shall return the related Mortgage File to the Custodian and the
related Servicing File, together with all other information, documents and
records that were not part of the Servicing File when it was delivered to the
Special Servicer, to the applicable Master Servicer (or such other Person as may
be directed by the applicable Master Servicer). Upon giving such notice, and
returning such Servicing File, to the applicable Master Servicer (or such other
Person as may be directed by the applicable Master Servicer), the Special
Servicer's obligation to service such Serviced Mortgage Loan, and the Special
Servicer's right to receive the Special Servicing Fee with respect to such
Serviced Mortgage Loan, shall terminate, and the obligations of the applicable
Master Servicer to service and administer such Serviced Mortgage Loan shall
resume.
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(b) In servicing any Specially Serviced Mortgage Loans, the
Special Servicer shall provide to the Custodian originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the applicable Master Servicer), and
copies of any additional related Serviced Mortgage Loan information, including
correspondence with the related Mortgagor.
(c) On or before each Determination Date, the Special Servicer
shall deliver to the applicable Master Servicer and each Rating Agency (or such
other Person as may be directed by the applicable Master Servicer) a statement
in writing and in computer readable format (the form of such statement to be
agreed upon by the applicable Master Servicer) describing, on a loan-by-loan and
property-by-property basis, (1) insofar as it relates to Specially Serviced
Trust Mortgage Loans and Administered REO Properties, the information described
in clauses (x) through (xvii) of Section 4.02(a) and, insofar as it relates to
the Special Servicer, the information described in clauses (xxvii), (xxviii) and
(xxix) of Section 4.02(a), (2) the amount of all payments, Insurance Proceeds
and Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each Specially Serviced Trust Mortgage Loan during the related
Collection Period, and the amount of all REO Revenues, Insurance Proceeds and
Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each Administered REO Property during the related Collection
Period, (3) the amount, purpose and date of all Servicing Advances requested by
the Special Servicer and made by the Special Servicer with respect to each
Specially Serviced Trust Mortgage Loan and Administered REO Property during the
related Collection Period and (4) such additional information relating to the
Specially Serviced Trust Mortgage Loans and Administered REO Properties as the
applicable Master Servicer reasonably requests to enable it to perform its
responsibilities under this Agreement. Notwithstanding the foregoing provisions
of this subsection (c), the applicable Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Trust Mortgage
Loans and Administered REO Properties and shall provide the Special Servicer
with any information reasonably available to the applicable Master Servicer
required by the Special Servicer to perform its duties under this Agreement.
(d) No later than 30 days after a Serviced Mortgage Loan becomes a
Specially Serviced Mortgage Loan, the Special Servicer shall prepare (subject to
Section 6.11, Section 6.12 and Section 6.13) and deliver to each Rating Agency,
the Trustee, the Certificate Administrator, the applicable Master Servicer and
the Controlling Class Representative (and, in the case of a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)), a
report (the "Asset Status Report") with respect to such Trust Mortgage Loan and
the related Mortgaged Property. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:
(i) a summary of the status of such Specially Serviced
Mortgage Loan and negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental
considerations reasonably known to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as
aforesaid and to the enforcement of any related guaranties or other
collateral for the related Specially Serviced Trust Mortgage Loan and
whether outside legal counsel has been retained;
(iii) the most current rent roll and income or operating
statement available for the related Mortgaged Property;
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(iv) the Appraised Value of the related Mortgaged Property
together with the assumptions used in the calculation thereof;
(v) summary of the Special Servicer's recommended action
with respect to such Specially Serviced Trust Mortgage Loan; and
(vi) such other information as the Special Servicer deems
relevant in light of the Servicing Standard.
The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard, the terms hereof and the related Asset
Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order
to act in accordance with the Servicing Standard; provided that, subject to
Section 6.11, Section 6.12 and Section 6.13, the Special Servicer may, from time
to time, modify any Asset Status Report it has previously delivered and
implement such report.
No direction of the Controlling Class Representative or the related
SLC Controlling Party, as applicable, with respect to the preparation of an
Asset Status Report shall (a) require or cause a Master Servicer or the Special
Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable
law or any provision of this Agreement, the related Co-Lender Agreement or any
other related intercreditor agreement, including such Master Servicer's or the
Special Servicer's, as the case may be, obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each REMIC Pool, (b)
result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions or (c) expose a Master Servicer,
the Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust
Fund, the Certificate Administrator or the Trustee or the officers and the
directors of each party to claim, suit or liability or (d) materially expand the
scope of a Master Servicer's, the Certificate Administrator's, the Trustee's or
the Special Servicer's responsibilities under this Agreement.
SECTION 3.22 Sub-Servicing Agreements.
(a) The Master Servicers and, subject to Section 3.22(f), the
Special Servicer each may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of their respective obligations
hereunder; provided that, in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and includes events of default with respect to the Sub-Servicer substantially
similar to the Events of Default set forth in Section 7.01(a) hereof to the
extent applicable (modified to apply to the Sub-Servicer instead of a Master
Servicer); (ii) provides that if a Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee may thereupon assume all of the rights and, except to the extent
such obligations arose prior to the date of assumption, obligations of such
Master Servicer or the Special Servicer, as the case may be, under such
agreement or (except with respect only to the Sub-Servicing Agreements in effect
as of the date of this Agreement) may terminate such subservicing agreement
without cause and without payment of any penalty or termination fee (other than
the right of reimbursement and indemnification); (iii) provides that the
Depositor (insofar as such agreement relates to the performance of duties that
affect the ability of the Depositor to comply with its reporting requirements
under the Exchange Act with respect
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to the Subject Securitization Transaction) and the Trustee, for the benefit of
the Certificateholders and, in the case of a Sub-Servicing Agreement relating to
a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), shall be third-party beneficiaries under such agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of a
Master Servicer or the Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii)) none of the Trustee, the
Trust Fund, the Depositor, any successor Master Servicer or Special Servicer, as
the case may be, any Serviced Non-Trust Mortgage Loan Noteholder or any
Certificateholder shall have any duties under such agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a Serviced Trust Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Serviced Trust Mortgage Loan at its option and without penalty; (v)
with respect to any Sub-Servicing Agreement entered into by the Special
Servicer, does not permit the Sub-Servicer to enter into or consent to any
modification, waiver or amendment or otherwise take any action on behalf of the
Special Servicer contemplated by Section 3.20 hereof without the consent of such
Special Servicer or conduct any foreclosure action contemplated by Section 3.09
hereof or sale of a Serviced Trust Mortgage Loan or Administered REO Property
contemplated by Section 3.18 hereof; (vi) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the
Trust Fund; and (vii) provides that, if the Sub-Servicer constitutes an
Additional Item 1123 Servicer, then it will deliver to the applicable parties an
Annual Statement of Compliance in respect of the Sub-Servicer as and when
contemplated by Section 3.13 and, if the Sub-Servicer constitutes a
Sub-Servicing Function Participant, then it will deliver, or cause to be
delivered, to the applicable parties, an Annual Assessment Report in respect of
the Sub-Servicer and a corresponding Annual Attestation Report (and the consent
of the applicable registered public accounting firm to file it with the
Commission) as and when contemplated by Section 3.14. In addition, each
Sub-Servicing Agreement entered into by a Master Servicer shall provide that
such agreement shall be subject to Section 3.21 hereof with respect to any
Serviced Loan that becomes a Specially Serviced Mortgage Loan. The Master
Servicers and the Special Servicer shall each deliver to the Trustee, the
Certificate Administrator and to each other copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by a Master Servicer or the
Special Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of such Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of a Master Servicer or the Special Servicer hereunder to make P&I
Advances or Servicing Advances shall be deemed to have been advanced by such
Master Servicer or the Special Servicer, as the case may be, out of its own
funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were such Master Servicer or the Special Servicer, as the
case may be. For so long as they are outstanding, Advances shall accrue interest
in accordance with Sections 3.03(d) and 4.03(d), such interest to be allocable
between the applicable Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicers and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicers and the Special Servicer each shall notify the other, the Trustee, the
Certificate Administrator and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer.
(b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law. The Master
Servicers and the Special Servicer shall each notify the Trustee, the
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Certificate Administrator and the Depositor in writing, promptly upon becoming
aware thereof, whether any Sub-Servicer constitutes an Additional Item 1123
Servicer or a Sub-Servicing Function Participant. Each of the initial Master
Servicers and the initial Special Servicer hereby represents and warrants that,
as of the Closing Date, it has not retained and does not expect to retain any
particular Person or group of affiliated Persons (other than a Designated
Sub-Servicer) to act as a Servicer with respect to five percent (5%) or more of
the Mortgage Pool (by balance).
(c) The Master Servicers and the Special Servicer, for the benefit
of the Trustee and the Certificateholders and, in the case of a Serviced Loan
Combination, also for the benefit of the related Serviced Non-Trust Mortgage
Loan Noteholder(s), shall (at no expense to the Trustee, the Certificateholders,
such Serviced Non-Trust Mortgage Loan Noteholder(s) or the Trust Fund) monitor
the performance and enforce the obligations of their respective Sub-Servicers
under the related Sub-Servicing Agreements. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as a Master Servicer or the Special Servicer, as applicable, in
its good faith business judgment, would require were it the owner of the
Serviced Mortgage Loans; provided that a Master Servicer shall not be required
to prosecute claims against a Designated Sub-Servicer for the failure of such
Sub-Servicer to perform obligations that affect the Depositor's ability to
comply with its reporting requirements under the Exchange Act with respect to
the Subject Securitization Transaction or any securitization involving the
issuance of Non-Trust Mortgage Loan Securities. Subject to the terms of the
related Sub-Servicing Agreement, the Master Servicers and the Special Servicer
may each have the right to remove a Sub-Servicer at any time it considers such
removal to be in the best interests of Certificateholders.
(d) In the event of the resignation, removal or other termination
of a Master Servicer hereunder for any reason, the Trustee or other Person
succeeding such resigning, removed or terminated party as Master Servicer, shall
elect, with respect to any Sub-Servicing Agreement in effect as of the date of
this Agreement: (i) to assume the rights and obligations of such Master Servicer
under such Sub-Servicing Agreement and continue the sub-servicing arrangements
thereunder on the same terms (including without limitation the obligation to pay
the same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement
with such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if an
Event of Default (as defined in such Sub-Servicing Agreement) has occurred and
is continuing or otherwise in accordance with the Sub-Servicing Agreement, in
each case without paying any sub-servicer termination fee.
Each Sub-Servicing Agreement will provide, among other things, that
the applicable Master Servicer or the Trustee and their respective successors
may at its sole option, terminate any rights the Sub-Servicer may have
thereunder with respect to any or all Serviced Mortgage Loans if any Rating
Agency or, if a Specially Designated Non-Trust Mortgage Loan is involved, any
applicable Other Rating Agency (i) reduces the rating assigned to one or more
Classes of the Certificates or one or more classes of related Specially
Designated Non-Trust Mortgage Loan Securities, as applicable, as a result of the
sub-servicing of Serviced Mortgage Loans by the subject Sub-Servicer, or (ii)
advises the applicable Master Servicer or the Trustee in writing that it will
cause an Adverse Rating Event with respect thereto
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due to the continued servicing by the subject Sub-Servicer (and such Adverse
Rating Event shall not have been withdrawn by any such Rating Agency or Other
Rating Agency, as the case may by, within 45 days of the date that the
applicable Master Servicer or the Trustee obtained such actual knowledge).
(e) Notwithstanding any Sub-Servicing Agreement, the Master
Servicers and the Special Servicer shall remain obligated and liable to the
Trustee, the Certificateholders and any affected Serviced Non-Trust Mortgage
Loan Noteholders for the performance of their respective obligations and duties
under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if each alone were servicing and
administering the Serviced Mortgage Loans or Administered REO Properties for
which it is responsible. The Master Servicers and the Special Servicer shall
each be responsible, without any right of reimbursement, for all fees and other
compensation and other amounts of Sub-Servicers retained by it.
(f) The Special Servicer shall not enter into a Sub-Servicing
Agreement unless the Controlling Class Representative consents and either (i)
each Rating Agency and, if a Specially Designated Non-Trust Mortgage Loan is
involved, each applicable Other Rating Agency has confirmed in writing that the
execution of such agreement will not result in an Adverse Rating Event with
respect to the Certificates or any related Specially Designated Non-Trust
Mortgage Loan Securities, as applicable, or (ii) such Sub-Servicing Agreement
relates to a Serviced Trust Mortgage Loan or Serviced Trust Mortgage Loans
(along with any Serviced Trust Mortgage Loans previously sub-serviced pursuant
to this section) that represent less than 25% of the outstanding principal
balance of all Specially Serviced Trust Mortgage Loans. The Special Servicer
shall comply with the terms of each such Sub-Servicing Agreement to the extent
the terms thereof are not inconsistent with the terms of this Agreement and the
Special Servicer's obligations hereunder. Furthermore, notwithstanding anything
herein to the contrary, until the Trustee files a Form 15 with respect to the
Trust in accordance with Section 8.15, none of the Master Servicers or the
Special Servicer shall retain or engage any Additional Item 1123 Servicer or
Sub-Servicing Function Participant without the express written consent of the
Depositor (which consent shall not be unreasonably withheld). As of the Closing
Date, the Depositor hereby consents to the retention or engagement of each
Designated Sub-Servicer that is an Additional Item 1123 Servicer or a
Sub-Servicing Function Participant, but only with respect to the Mortgage Loans
to be serviced thereby as identified on Exhibit K hereto.
SECTION 3.23 Representations and Warranties of Master Servicers
and Special Servicer.
(a) Each Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Certificate Administrator, the Depositor and the Special Servicer and the
Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:
(i) Such Master Servicer is a legal entity, duly organized
under the laws of the jurisdiction of its organization, and such Master
Servicer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by such
Master Servicer, and the performance and compliance with the terms of this
Agreement by such Master Servicer, will not violate such Master Servicer's
organizational documents or constitute a default (or an
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event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other material instrument to which it is a party or by which it is bound.
(iii) Such Master Servicer has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of such Master Servicer, enforceable against
such Master Servicer in accordance with the terms hereof, subject to (A)
applicable receivership, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and the
rights of creditors of banks, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(v) Such Master Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in such Master Servicer's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of such Master Servicer to perform its
obligations under this Agreement or the financial condition of such Master
Servicer.
(vi) No litigation is pending or, to the best of such Master
Servicer's knowledge, threatened, against such Master Servicer that would
prohibit such Master Servicer from entering into this Agreement or, in
such Master Servicer's good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of such Master Servicer
to perform its obligations under this Agreement or the financial condition
of such Master Servicer (calculated, with respect to an initial Master
Servicer, on a consolidated basis).
(vii) The net worth of such Master Servicer (or, in the case
of an initial Master Servicer, the consolidated net worth thereof and of
its direct or indirect parent), determined in accordance with generally
accepted accounting principles, is not less than $15,000,000.
(viii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by such Master Servicer of, or compliance by such
Master Servicer with, this Agreement or the consummation of the
transactions of such Master Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been
obtained prior to the actual performance by such Master Servicer of its
obligations under this Agreement, or which, if not obtained would not have
a materially adverse effect on the ability of such Master Service to
perform its obligations hereunder.
(ix) Such Master Servicer possesses all insurance required
pursuant to Section 3.07(c) of this Agreement.
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(x) Such Master Servicer is on S&P's Select Servicer List
as a U.S. Commercial Mortgage Master Servicer and is rated "CMS3" or
better by Fitch.
(b) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Certificate Administrator, the Depositor, the Master Servicers and the
Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:
(i) The Special Servicer is a limited liability company
duly organized under the laws of the Commonwealth of Massachusetts,
validly existing and in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Special Servicer, and the performance and compliance with the terms of
this Agreement by the Special Servicer, will not violate the Special
Servicer's organizational documents or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
material instrument by which it is bound.
(iii) The Special Servicer has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Special Servicer enforceable against
the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Special Servicer's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Special Servicer to perform its
obligations under this Agreement or the financial condition of the Special
Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against the Special Servicer that would
prohibit the Special Servicer from entering into this Agreement or, in the
Special Servicer's good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition
of the Special Servicer.
(vii) Each officer, director and employee of the Special
Servicer and each consultant or advisor of the Special Servicer with
responsibilities concerning the servicing and administration of Serviced
Mortgage Loans is covered by errors and omissions insurance in the amounts
and with the coverage required by Section 3.07(c).
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(viii) Any consent, approval, authorization or order of any
court or governmental agency or body required for the execution, delivery
and performance by the Special Servicer of or compliance by the Special
Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement has been obtained and is effective.
(ix) The Special Servicer possesses all insurance required
pursuant to Section 3.07(c) of this Agreement.
(x) The Special Servicer is on S&P's Select Servicer List
as a U.S. Commercial Mortgage Special Servicer and is rated "CSS3" or
better by Fitch.
(c) The representations and warranties of the Master Servicers and
the Special Servicer, set forth in Section 3.23(a) (with respect to the Master
Servicers) and Section 3.23(b) (with respect to the Special Servicer),
respectively, shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties hereto.
(d) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.23(a).
(e) Any successor Special Servicer shall be deemed to have made,
as of the date of its succession, each of the representations and warranties set
forth in Section 3.23(b), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(b)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
SECTION 3.24 Sub-Servicing Agreement Representation and Warranty.
Each Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Certificate Administrator, the Depositor and the
Special Servicer, as of the Closing Date, that each Sub-Servicing Agreement in
effect as of the Closing Date and to which such Master Servicer is a party,
satisfies the requirements for such Sub-Servicing Agreements set forth in
Section 3.22(a) and the second paragraph of 3.22(d) in all material respects.
SECTION 3.25 Designation of Controlling Class Representative.
(a) The Majority Controlling Class Certificateholder shall be
entitled in accordance with this Section 3.25 to select a representative (the
"Controlling Class Representative") having the rights and powers specified in
this Agreement (including, without limitation, those specified in Section 6.11)
or to replace an existing Controlling Class Representative. Upon (i) the receipt
by the Certificate Administrator of written requests for the selection of a
Controlling Class Representative from the Majority Controlling Class
Certificateholder, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Certificate
Administrator that the Controlling Class has changed, the Certificate
Administrator shall promptly notify the Depositor and the
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Holders (and, in the case of Book-Entry Certificates, to the extent actually
known to a Responsible Officer of the Certificate Administrator or identified
thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process for selecting a
Controlling Class Representative, which shall be the designation of the
Controlling Class Representative by the Majority Controlling Class
Certificateholder by a writing delivered to the Certificate Administrator. No
appointment of any Person as a Controlling Class Representative shall be
effective until such Person provides the Certificate Administrator and the
applicable Master Servicer with written confirmation of its acceptance of such
appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and facsimile numbers); provided that the initial Controlling Class
Representative shall be American Capital Strategies, Ltd. without need for
further designation or notice.
(b) Within ten (10) Business Days (or as soon thereafter as
practicable if the Controlling Class consists of Book-Entry Certificates) of
receiving a request therefor from a Master Servicer or Special Servicer, the
Certificate Administrator shall, to the extent in its possession, deliver to the
requesting party the identity of the Controlling Class Representative and a list
of each Holder (or, in the case of Book-Entry Certificates, to the extent
actually known to a Responsible Officer of the Certificate Administrator or
identified thereto by the Depository or the Depository Participants, each
Certificate Owner) of the Controlling Class, including, in each case, names and
addresses. With respect to such information, the Certificate Administrator shall
be entitled to conclusively rely on information provided to it by the
Depository, and each Master Servicer or the Special Servicer shall be entitled
to conclusively rely on such information provided by the Certificate
Administrator with respect to any obligation or right hereunder that any Master
Servicer or the Special Servicer may have to deliver information or otherwise
communicate with the Controlling Class Representative or any of the Holders (or,
if applicable, Certificate Owners) of the Controlling Class. In addition to the
foregoing, within two (2) Business Days of the selection, resignation or removal
of a Controlling Class Representative, the Certificate Administrator shall
notify the other parties to this Agreement of such event. The expenses incurred
by the Certificate Administrator in connection with obtaining information from
the Depository or Depository Participants with respect to any Book-Entry
Certificate shall be expenses of the Trust Fund payable out of the Collection
Accounts pursuant to Section 3.05(a).
(c) A Controlling Class Representative may at any time resign as
such by giving written notice to the Certificate Administrator and to each
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class. The Majority Controlling Class Certificateholder shall be
entitled to remove any existing Controlling Class Representative by giving
written notice to the Certificate Administrator and to such existing Controlling
Class Representative.
(d) Once a Controlling Class Representative has been selected
pursuant to this Section 3.25 each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless the Majority Controlling Class Certificateholder,
or such Controlling Class Representative, as applicable, shall have notified the
Certificate Administrator and each other Holder (or, in the case of Book-Entry
Certificates, Certificate Owner) of the Controlling Class, in writing, of the
resignation or removal of such Controlling Class Representative.
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(e) Any and all expenses of the Controlling Class Representative
shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust Fund. Notwithstanding
the foregoing, if a claim is made against the Controlling Class Representative
by a Mortgagor with respect to this Agreement or any particular Trust Mortgage
Loan, the Controlling Class Representative shall immediately notify the
Certificate Administrator, the applicable Master Servicer and the Special
Servicer, whereupon (if the Special Servicer or the Trust Fund are also named
parties to the same action and, in the sole judgment of the Special Servicer,
(i) the Controlling Class Representative had acted in good faith, without
negligence or willful misfeasance with regard to the particular matter, and (ii)
there is no potential for the Special Servicer or the Trust Fund to be an
adverse party in such action as regards the Controlling Class Representative)
the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03,
assume the defense of any such claim against the Controlling Class
Representative. This provision shall survive the termination of this Agreement
and the termination or resignation of the Controlling Class Representative.
SECTION 3.26 Servicing of a Serviced Loan Combination and Certain
Matters Regarding any Loan Combination.
(a) Subject to the related Co-Lender Agreement, each Serviced Loan
Combination shall be serviced pursuant to this Agreement as Serviced Mortgage
Loans, and servicing and administration of the related Serviced Non-Trust
Mortgage Loan(s) shall continue hereunder for so long as the related SLC Trust
Mortgage Loan or any related SLC REO Property is part of the Trust Fund or for
such longer period as any amounts payable by the related Serviced Non-Trust
Mortgage Loan Noteholder(s) to or for the benefit of the Trust Fund or any party
hereto in accordance with the related Co-Lender Agreement remain due and owing;
provided, however, if a MezzCap B-Note Non-Trust Mortgage Loan is securitized,
the applicable Master Servicer's servicing obligations and duties with respect
to such B-Note Non-Trust Mortgage Loan shall be limited to those obligations and
duties described in the related Co-Lender Agreement and this Agreement. In
addition, the obligations and responsibilities under this Agreement of the
Depositor, the applicable Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and any Fiscal Agent shall terminate with respect
to a Serviced Non-Trust Mortgage Loan if, when and to the extent that (i) the
related SLC Trust Mortgage Loan has been paid in full or is no longer part of
the Trust Fund and (ii) no amounts payable by the related Serviced Non-Trust
Mortgage Loan Noteholder to or for the benefit of the Trust Fund or any party
hereto in accordance with the related Co-Lender Agreement remain due and owing.
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(b) The Special Servicer (if any Serviced Non-Trust Mortgage Loan
is a Specially Serviced Mortgage Loan or has become an REO Serviced Non-Trust
Loan) or the applicable Master Servicer (otherwise), as applicable, shall take
all actions relating to the servicing and/or administration of, and (subject to
Section 3.12 and Section 3.26(c)) the preparation and delivery of reports and
other information with respect to, the Serviced Loan Combination related to any
Serviced Non-Trust Mortgage Loan or any related REO Property required to be
performed by the holder of the related SLC Trust Mortgage Loan or contemplated
to be performed by a servicer, in any case pursuant to and as contemplated by
the related Co-Lender Agreement and/or any related mezzanine intercreditor
agreement. In addition notwithstanding anything herein to the contrary, the
following considerations shall apply with respect to the servicing of a Serviced
Non-Trust Mortgage Loan:
(i) none of the applicable Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent shall make any P&I Advance in
respect of, or any Servicing Advance solely in respect of, such Serviced
Non-Trust Mortgage Loan; and
(ii) the applicable Master Servicer and the Special Servicer
shall each consult with and obtain the consent of the related Serviced
Non-Trust Mortgage Loan Noteholder(s) to the extent required by the
related Co-Lender Agreement.
(c) The applicable Master Servicer shall timely provide to each
related Serviced Non-Trust Mortgage Loan Noteholder any reports or notices
required to be delivered to such Serviced Non-Trust Mortgage Loan Noteholder
pursuant to the related Co-Lender Agreement, and the Special Servicer shall
cooperate with the applicable Master Servicer in preparing/delivering any such
report or notice with respect to special servicing matters.
(d) If any Serviced Non-Trust Mortgage Loan or any portion thereof
or any particular payments thereon are included in a REMIC or a Grantor Trust,
then neither the applicable Master Servicer nor the Special Servicer shall
knowingly take any action that would result in the equivalent of an Adverse
REMIC Event with respect to such REMIC or the equivalent of an Adverse Grantor
Trust Event with respect to such Grantor Trust, as the case may be.
(e) The parties hereto acknowledge that a Serviced Non-Trust
Mortgage Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee,
the Certificate Administrator, any Fiscal Agent, any Master Servicer, the
Special Servicer or any Certificateholder or (2) have any liability to the
Trustee or the Certificateholders for any action taken, or for refraining from
the taking of any action pursuant to the related Co-Lender Agreement or the
giving of any consent or for errors in judgment. Each Certificateholder, by its
acceptance of a Certificate, shall be deemed to have confirmed its understanding
that a Serviced Non-Trust Mortgage Loan Noteholder (i) may take or refrain from
taking actions that favor its interests or the interests of its affiliates over
the Certificateholders, (ii) may have special relationships and interests that
conflict with the interests of the Certificateholders and shall be deemed to
have agreed to take no action against a Serviced Non-Trust Mortgage Loan
Noteholder or any of its officers, directors, employees, principals or agents as
a result of such special relationships or conflicts, and (iii) shall not be
liable by reason of its having acted or refrained from acting solely in its
interest or in the interest of its affiliates.
(f) The parties hereto recognize and acknowledge the respective
rights of each Serviced Non-Trust Mortgage Loan Noteholder under the related
Co-Lender Agreement. In particular, and without limiting the foregoing, the
parties hereto, the Controlling Class Representative, by its
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acceptance of its rights and obligations set forth herein, and each
Certificateholder, by its acceptance of a Certificate, hereby acknowledge the
right of a Serviced Non-Trust Mortgage Loan Noteholder, upon the occurrence of
certain specified events under the related Co-Lender Agreement, to purchase the
related SLC Trust Mortgage Loan from the Trust, subject to the terms, conditions
and limitations set forth in, and at the price specified in the related
Co-Lender Agreement, and the parties hereto agree to take such actions
contemplated by such Co-Lender Agreement as may be expressly contemplated
thereby, or otherwise reasonably necessary, to allow such Serviced Non-Trust
Mortgage Loan Noteholder to purchase the related SLC Trust Mortgage Loan from
the Trust. Such purchase right of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) shall be superior to the corresponding purchase options set forth
in Section 3.18(c). Also without limiting the first sentence of this Section
3.26(f), the parties hereto acknowledge that, with respect to the A-Note Trust
Mortgage Loan in each MezzCap Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s) have certain consent and direction rights as set
forth in the related Co-Lender Agreement and agree to take such actions
contemplated by the related Co-Lender Agreement as may be expressly contemplated
thereby, or otherwise reasonably necessary, to allow the related Serviced
Non-Trust Mortgage Loan Noteholder(s) to exercise such rights. The parties
hereto further acknowledge that, with respect to the Greensboro Corporate Center
Trust Mortgage Loan, the related Serviced Non-Trust Mortgage Loan Noteholder has
the right to make certain cure payments with respect to the Greensboro Corporate
Center Mortgage Loan as set forth in the related Co-Lender Agreement and agree
to take such actions expressly contemplated by the related Co-Lender Agreement,
or otherwise reasonably necessary, to allow the related Serviced Non-Trust
Mortgage Loan Noteholder to exercise such rights.
(g) In connection with any purchase of an SLC Trust Mortgage Loan,
pursuant to or as contemplated by Section 3.26(f), the applicable Master
Servicer or the Special Servicer shall (i) if it receives the applicable
purchase price (as provided in the related Co-Lender Agreement) and/or any other
amounts payable in connection with the purchase, deposit same, or remit same to
the applicable Master Servicer for deposit, as applicable, into the applicable
Master Servicer's Collection Account and so notify the Trustee; and (ii) deliver
the related Servicing File to the Person effecting the purchase or its designee.
In addition, upon its receipt of a Request for Release from the applicable
Master Servicer, the Trustee shall: (i) deliver the related Mortgage File to the
Person effecting the purchase or its designee; and (ii) execute and deliver such
endorsements, assignments and instruments of transfer as shall be provided to it
and are reasonably necessary to vest ownership of such SLC Trust Mortgage Loan
in the appropriate transferee, without recourse, representations or warranties.
(h) Each of the rights of a Serviced Non-Trust Mortgage Loan
Noteholder under or contemplated by this Section 3.26 shall be exercisable by a
designee thereof on its behalf; provided that the applicable Master Servicer,
the Special Servicer and the Trustee are provided with written notice by the
related Serviced Non-Trust Mortgage Loan Noteholder of such designation (upon
which such party may conclusively rely) and the contact details of the designee.
(i) If a Serviced Non-Trust Mortgage Loan Noteholder purchases the
related SLC Trust Mortgage Loan as contemplated by Section 3.26(f), or if any
Person purchases such SLC Trust Mortgage Loan as a Defaulted Trust Mortgage Loan
pursuant to Section 3.18, then (subject to the related Co-Lender Agreement) the
Person effecting the purchase must also pay and/or reimburse to the parties
hereto, the respective amounts then currently due and owing to them hereunder
with respect to the related Serviced Non-Trust Mortgage Loan(s) that, pursuant
to this Agreement, would not otherwise have been payable out of the applicable
purchase price and/or any other amounts payable in connection
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with such purchase (or if payable out of such purchase price and/or other
amounts, remain unpaid after such application) and that, pursuant to the related
Co-Lender Agreement, would otherwise have been payable out of future collections
on such Serviced Non-Trust Mortgage Loan. Notwithstanding anything herein to the
contrary, but subject to the related Co-Lender Agreement, any such purchase
shall be subject to such reimbursements.
(j) Any reference to servicing any of the Trust Mortgage Loans in
accordance with any of the related loan documents (including the related
Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan
Combination, in accordance with the related Co-Lender Agreement.
(k) In the case of each of the Serviced Pari Passu Loan
Combinations and the Greensboro Corporate Center Loan Combination, this Section
3.26 is in addition to the provisions of Section 6.12 and Section 6.13,
respectively, that specifically relate to such Serviced Loan Combinations.
(l) In the event of any conflict between the terms of this
Agreement (insofar as it relates to any Loan Combination) and the terms of the
related Co-Lender Agreement, the related Co-Lender Agreement shall control.
(m) To the extent not otherwise expressly included herein, any
provisions required to be included herein pursuant to any Co-Lender Agreement
for a Loan Combination are deemed incorporated herein by reference, and the
parties hereto shall comply with those provisions as if set forth herein in
full.
(n) Each of the Master Servicers and the Special Servicer shall,
upon reasonable written request, permit (at no cost to the applicable Master
Servicer or the Special Servicer, as the case may be) the related Serviced
Non-Trust Mortgage Loan Noteholder to use such party's description contained in
the Prospectus Supplement (updated as appropriate by the Master Servicer or the
Special Servicer, as applicable, and meeting all applicable requirements of
Regulation AB, if any) for inclusion in the disclosure materials relating to any
securitization of a Serviced Non-Trust Mortgage Loan.
(o) The Master Servicers and the Special Servicer shall, upon
reasonable written request, each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the
depositor and any underwriters with respect to the securitization of any
Serviced Non-Trust Mortgage Loan such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to the updated description
referred in Section 3.26(n) regarding such party, substantially identical to
those, if any, delivered by such Master Servicer or the Special Servicer, as the
case may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus Supplement and/or any other disclosure
materials relating to the Subject Securitization Transaction; provided that any
fees incurred by such Master Servicer or the Special Servicer, as the case may
be, shall be paid by such depositor or other appropriate party involved in such
other securitization. Neither a Master Servicer nor the Special Servicer shall
be obligated to deliver any such item with respect to the securitization of a
Serviced Non-Trust Mortgage Loan if it did not deliver a corresponding item with
respect to the Subject Securitization Transaction.
(p) The parties hereto recognize the right of the Non-Trust
Mortgage Loan Noteholder under the Greensboro Corporate Center Loan Combination
to deliver Reserve Collateral in order to continue to be the Greensboro
Corporate Center Controlling Party in the circumstances specified in accordance
with Section 9(e)(III) of the Greensboro Corporate Center Co-Lender
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Agreement. The Special Servicer shall hold all such Reserve Collateral (in an
Eligible Account, in the case of cash) in a manner that clearly identifies that
it is being held for the benefit of the Certificateholders but, for federal
income tax purposes, is beneficially owned by the related Non-Trust Mortgage
Loan Noteholder under the Greensboro Corporate Center Loan Combination. The
Special Servicer shall take all actions reasonably necessary to maintain any
perfected security interest on the part of the Trust in and to the related
Reserve Collateral. In connection with the foregoing, if any letters of credit
are furnished as Reserve Collateral with respect to Greensboro Corporate Center
Loan Combination, and if (i) the Greensboro Corporate Center Non-Trust Mortgage
Loan Noteholder has not provided a replacement letter of credit at least 30 days
before the expiration of the delivered letter of credit or (ii) the long-term
unsecured debt rating by any Rating Agency of the issuer of such letter of
credit shall fall below "AA" or the short-term unsecured debt rating by each
such Rating Agency shall fall below "A-1", then the Special Servicer shall
provide written notice of such event to the Greensboro Corporate Center
Non-Trust Mortgage Loan Noteholder, and unless such Non-Trust Mortgage Loan
Noteholder shall have replaced such letter of credit within five (5) Business
Days of such written notice from the Special Servicer with a letter of credit in
form and substance satisfactory to the Special Servicer and the Rating Agencies,
the Special Servicer shall draw upon such letter of credit and hold the proceeds
thereof as related Reserve Collateral. Upon a Final Recovery Determination with
respect to the Greensboro Corporate Center Loan Combination, any related Reserve
Collateral held by the Special Servicer shall be available to reimburse the
Trust for any realized loss of principal and/or interest incurred with respect
to the related Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), up to the maximum amount permitted under the Greensboro
Corporate Center Co-Lender Agreement, together with all other amounts
(including, without limitation, Additional Trust Fund Expenses related to the
Greensboro Corporate Center Loan Combination or any related REO Property)
reimbursable under the Greensboro Corporate Center Co-Lender Agreement and this
Agreement. To the extent necessary to effect such reimbursement, the Special
Servicer shall draw down upon or otherwise liquidate all applicable Reserve
Collateral and shall forward the reimbursement payment to the Master Servicer
for deposit in the Collection Account. Such reimbursement of payment shall,
except for purposes of Section 3.11(c) hereof, constitute "Liquidation
Proceeds". The Special Servicer may not release any Reserve Collateral to the
Greensboro Corporate Center Non-Trust Mortgage Loan Noteholder, except as
expressly required under Section 9(e)(III) of the Greensboro Corporate Center
Co-Lender Agreement (including, in connection with a Final Recovery
Determination with respect to the related Serviced Loan Combination, following
the reimbursement of the Trust as contemplated above in this Section 3.26(p)).
The arrangement by which any Reserve Collateral is held shall constitute an
"outside reserve fund" within the meaning of Treasury regulations section
1.860G-2(h) and such property (and the right to reimbursement of any amounts
with respect thereto) shall be beneficially owned by the Greensboro Corporate
Center Non-Trust Mortgage Loan Noteholder, who shall be taxed on all income with
respect thereto. As compensation for maintaining any Reserve Collateral, the
Special Servicer will be entitled to any interest or other income earned, and
will be responsible for any losses on investments, with respect to such Reserve
Collateral in the same manner as it is entitled to investment income, and is
responsible for losses incurred, with respect to investments of funds in an REO
Account.
SECTION 3.27 Litigation Control.
(a) With respect to Serviced Mortgage Loans as to which Master
Servicer No. 1 is the applicable Master Servicer, the Special Servicer, in a
reasonable manner consistent with the Servicing Standard, shall: (i) direct,
manage, prosecute and/or defend any action brought by a Mortgagor against
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the Trust and/or the Special Servicer; and (ii) represent the interests of the
Trust in any litigation relating to the rights and obligations of the Mortgagor
or the lender, or the enforcement of the obligations of a Mortgagor, under the
subject loan documents ("Trust-Related Litigation").
To the extent that Master Servicer No. 1 is named in Trust-Related
Litigation, and the Trust or Special Servicer is not named, in order to
effectuate the role of the Special Servicer as contemplated by the prior
paragraph, Master Servicer No. 1 shall: (i) notify the Special Servicer of such
Trust-Related Litigation within ten (10) days of Master Servicer No. 1 receiving
notice of such Trust-Related Litigation; (ii) provide monthly status reports to
the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to
have the Trust replace Master Servicer No. 1 as the appropriate party to the
lawsuit; and (iv) so long as Master Servicer No. 1 remains a party to the
lawsuit, consult with and act at the direction of the Special Servicer with
respect to decisions and resolutions related to the interests of the Trust in
such Trust-Related Litigation, including but not limited to the selection of
counsel; provided that, if there are claims against Master Servicer No. 1 and
Master Servicer No. 1 has not determined that separate counsel is required for
such claims, such counsel shall be reasonably acceptable to Master Servicer No.
1.
Notwithstanding the right of the Special Servicer to represent the
interests of the Trust in Trust-Related Litigation, but subject to the rights of
the Special Servicer to direct Master Servicer No. 1's actions in the next
paragraph, Master Servicer No. 1 shall retain the right to make determinations
relating to claims against Master Servicer No. 1, including but not limited to
the right to engage separate counsel in Master Servicer No. 1's reasonable
discretion, the cost of which shall be subject to indemnification pursuant to
Section 6.03. Further, nothing in this section shall require Master Servicer No.
1 to take or fail to take any action which, in Master Servicer No. 1's good
faith and reasonable judgment, may (i) result in an Adverse REMIC Event or
Adverse Grantor Trust Event or (ii) subject Master Servicer No. 1 to liability
or materially expand the scope of Master Servicer No. 1's obligations under this
Agreement.
Notwithstanding Master Servicer No. 1's right to make determinations
relating to claims against Master Servicer No. 1, the Special Servicer shall
have the right at any time to (i) direct Master Servicer No. 1 to settle any
claims brought against the Trust, including claims asserted against Master
Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any
such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct
the actions of Master Servicer No. 1 relating to claims against Master Servicer
No. 1 (whether or not the Trust or the Special Servicer is named in any such
claims or Trust-Related Litigation), provided in either case that (A) such
settlement or other direction does not require any admission, or is not likely
to result in a finding, of liability or wrongdoing on the part of Master
Servicer No. 1, (B) the cost of such settlement or any resulting judgment is and
shall be paid by the Trust, (C) Master Servicer No. 1 is and shall be
indemnified pursuant to Section 6.03 for all costs and expenses of Master
Servicer No. 1 incurred in defending and settling the Trust-Related Litigation
and for any judgment, (D) any such action taken by Master Servicer No. 1 at the
direction of the Special Servicer shall be deemed (as to Master Servicer No. 1)
to be in compliance with the Servicing Standard and (E) the Special Servicer
provides Master Servicer No. 1 with assurance reasonably satisfactory to Master
Servicer No. 1 as to the items on clauses (A), (B) and (C).
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If both Master Servicer No. 1 and either the Special Servicer or the
Trust are named in litigation, Master Servicer No. 1 and the Special Servicer
shall cooperate with each other to afford Master Servicer No. 1 and the Special
Servicer the rights afforded to such party in this Section 3.27(a).
This Section 3.27(a) shall not apply in the event the Special
Servicer authorizes Master Servicer No. 1, and Master Servicer No. 1 agrees
(both authority and agreement to be in writing), to make certain decisions or
control certain Trust-Related Litigation on behalf of the Trust.
(b) With respect to Serviced Mortgage Loans as to which Master
Servicer No. 2 is the applicable Master Servicer, the Special Servicer, with
respect to litigation involving Specially Serviced Mortgage Loans, and Master
Servicer No. 2, with respect to litigation involving non-Specially Serviced
Mortgage Loans, and where the applicable servicer contemplates availing itself
of indemnification as provided for under Section 6.03 of this Agreement, such
servicer shall, for the benefit of the Certificateholders, direct, manage,
prosecute, defend and/or settle any and all claims and litigation relating to
(i) the enforcement of the obligations of a Mortgagor under the related loan
documents and (ii) any action brought against the Trust or any party to this
Agreement with respect to any such Serviced Mortgage Loan (the foregoing rights
and obligations, "Litigation Control"). Such Litigation Control shall be carried
out in accordance with the terms of this Agreement, including, without
limitation, the Servicing Standard. Upon becoming aware of or being named in any
claim or litigation that falls within the scope of Litigation Control, Master
Servicer No. 2 shall immediately notify the Controlling Class Representative of
such claim or litigation. In addition, Master Servicer No. 2 shall prepare and
submit a monthly status report regarding any Litigation Control matter to the
Controlling Class Representative.
Notwithstanding the foregoing, each of the Special Servicer and
Master Servicer No. 2 shall consult with and keep the Controlling Class
Representative advised of any material development concerning Litigation
Control, including, without limitation, (i) any material decision concerning
Litigation Control and the implementation thereof and (ii) any decision to agree
to or propose any terms of settlement, and shall submit any such development or
decision to the Controlling Class Representative for its approval or consent.
Subject to Section 6.11 if and as applicable, and to Section 3.27(f), the
Special Servicer or Master Servicer No. 2, as applicable, shall not take any
action implementing any such material development or decision described in the
preceding sentence unless and until it has notified in writing the Controlling
Class Representative and the Controlling Class Representative has not objected
in writing within five (5) Business Days of having been notified thereof and
having been provided with all information that the Controlling Class
Representative has reasonably requested with respect thereto promptly following
its receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer or Master
Servicer No. 2, as applicable, within such 5-Business Day period, then the
Controlling Class Representative shall be deemed to have approved the taking of
such action); provided that, in the event that the Special Servicer or Master
Servicer No. 2, as applicable, determines that immediate action is necessary to
protect the interests of the Certificateholders (as a collective whole), the
Special Servicer or Master Servicer No. 2, as applicable, may take such action
without waiting for the Controlling Class Representative's response; provided
that the Special Servicer or Master Servicer No. 2, as applicable, has
confirmation that the Controlling Class Representative has received notice of
such action in writing.
Notwithstanding anything contained herein to the contrary with
respect to any Litigation Control otherwise required to be exercised hereunder
by Master Servicer No. 2 relating to a Serviced
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Mortgage Loan as to which it is the applicable Master Servicer that has either
(i) been satisfied or paid in full, or (ii) as to which a Final Recovery
Determination has been made, after receiving the required notice from Master
Servicer No. 2 set forth above that such Master Servicer became aware of or was
named in any such claims or litigation, the Controlling Class Representative may
direct in writing that the such Litigation Control nevertheless be exercised by
the Special Servicer; provided, however, that the Special Servicer (with the
consent of the Controlling Class Representative) has determined and advised
Master Servicer No. 2 that its actions with respect to such obligations are
indemnifiable under Section 6.03 hereof, and accordingly, any loss, liability or
expense (including legal fees and expenses incurred up until such date of
transfer of Litigation Control to the Special Servicer) arising from the related
legal action or claim underlying such Litigation Control and not otherwise paid
to the applicable Master Servicer pursuant to Section 6.03 of this Agreement
shall be payable by the Trust.
(c) To the extent Master Servicer No. 3 is named in Trust-Related
Litigation, and the Trust or Special Servicer is not named, in order to
effectuate the role of the Special Servicer set forth in this Section 3.27 (c),
Master Servicer No. 3 shall (1) notify the Special Servicer of such
Trust-Related Litigation within ten (10) days of Master Servicer No. 3 receiving
service of such Trust-Related Litigation; (2) provide monthly status reports to
the Special Servicer, regarding such Trust-Related Litigation; (3) seek to have
the Trust replace Master Servicer No. 3 as the appropriate party to the lawsuit;
and (4) so long as Master Servicer No. 3 remains a party to the lawsuit, consult
with and act at the direction of the Special Servicer with respect to decisions
and resolutions related to the interests of the Trust in such Trust-Related
Litigation, including but not limited to the selection of counsel, provided,
however, if there are claims against Master Servicer No. 3 and Master Servicer
No. 3 has not determined that separate counsel is required for such claims, such
counsel shall be reasonably acceptable to Master Servicer No. 3.
Notwithstanding the right of the Special Servicer to represent the
interests of the Trust in Trust-Related Litigation, and subject to the rights of
the Special Servicer to direct Master Servicer No. 3's actions in the following
paragraph, Master Servicer No. 3 shall retain the right to make determinations
relating to claims against Master Servicer No. 3, including but not limited to
the right to engage separate counsel if necessary. Further, nothing in this
section shall require Master Servicer No. 3 to take or fail to take any action
which, in Master Servicer No. 3's good faith and reasonable judgment, may (1)
result in an Adverse REMIC Event or (2) subject Master Servicer No. 3 to
material liability or materially expand the scope of Master Servicer No. 3's
obligations under this Agreement.
Notwithstanding Master Servicer No. 3's right to make determinations
relating to claims against Master Servicer No. 3, the Special Servicer shall (1)
have the right at any time to direct Master Servicer No. 3 to settle any claims
brought against the Trust, including claims asserted against Master Servicer No.
3 (whether or not the Trust or the Special Servicer is named in any such claims
or Trust-Related Litigation) and (2) otherwise direct the actions of Master
Servicer No. 3 relating to claims against Master Servicer No. 3 (whether or not
the Trust or the Special Servicer is named in any such claims or Trust-Related
Litigation), provided in either case that such settlement or other direction
does not require any admission of liability or wrongdoing on the part of Master
Servicer No. 3, the cost of such settlement is paid by the Trust, and Master
Servicer No. 3 is indemnified pursuant to Section 6.03 hereof for all costs and
expenses of Master Servicer No. 3 incurred in defending and settling the Trust-
Related Litigation.
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In the event both Master Servicer No. 3 and the Special Servicer or
Trust are named in litigation, Master Servicer No. 3 and the Special Servicer
shall cooperate with each other to afford Master Servicer No. 3 and the Special
Servicer the rights afforded to such party in this Section 3.27.
This Section 3.27(c) shall not apply in the event the Special
Servicer authorizes Master Servicer No. 3, and Master Servicer No. 3 agrees
(both authority and agreement to be in writing), to make certain decisions or
control certain litigation on behalf of the Trust.
(d) Notwithstanding the foregoing, (x) if any action, suit,
litigation or proceeding names the Certificate Administrator in its individual
capacity, or if any judgment is rendered against the Certificate Administrator
in its individual capacity, the Certificate Administrator, upon prior written
notice to the applicable Master Servicer or the Special Servicer, as applicable,
may retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests (provided that the applicable Master
Servicer or the Special Servicer, as applicable, shall retain the right to
manage and direct any such action, suit, litigation or proceeding); (y) in the
case of any action, suit, litigation or proceeding, other than an action, suit,
litigation or proceeding relating to the enforcement of the obligations of a
Mortgagor, guarantor or other obligor under the related loan documents, or
otherwise relating to one or more Trust Mortgage Loans or Mortgaged Properties,
neither the applicable Master Servicer nor the Special Servicer shall, without
the prior written consent of the Certificate Administrator, (i) initiate an
action, suit, litigation or proceeding in the name of the Certificate
Administrator, whether in such capacity or individually, (ii) engage counsel to
represent the Certificate Administrator, or (iii) prepare, execute or deliver
any government filings, forms, permits, registrations or other documents or take
any other similar action with the intent to cause, and that actually causes, the
Certificate Administrator to be registered to do business in any state; and (z)
in the event that any court finds that the Certificate Administrator is a
necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Trust Mortgage Loan, the
Certificate Administrator shall have the right to retain counsel and appear in
any such proceeding on its own behalf in order to protect and represent its
interests, whether as Certificate Administrator or individually (provided that
the applicable Master Servicer or the Special Servicer, as applicable, shall
retain the right to manage and direct any such action, suit, litigation or
proceeding).
(e) Notwithstanding the foregoing, (i) in the event that any
action, suit, litigation or proceeding names the Trustee in its individual
capacity, or in the event that any judgment is rendered against the Trustee in
its individual capacity, the Trustee, upon prior written notice to the
applicable Master Servicer or the Special Servicer, as applicable, may retain
counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interests (but not to otherwise direct, manage or prosecute
such litigation or claim); (ii) in the event of any action, suit, litigation or
proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor under the related loan documents
or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the
applicable Master Servicer nor the Special Servicer shall, without the prior
written consent of the Trustee, (A) initiate any action, suit, litigation or
proceeding in the name of the Trustee, whether in such capacity or individually,
(B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver
any government filings, forms, permits, registrations or other documents or take
any other similar action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state; and (iii) in the event
that any court finds that the Trustee is a necessary party in respect of any
action, suit, litigation or proceeding relating to or arising from this
Agreement or any Mortgage Loan, the Trustee shall have the right to retain
counsel and appear in any
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such proceeding on its own behalf in order to protect and represent its interest
(but not to otherwise direct, manage or prosecute such litigation or claim).
(f) Notwithstanding the foregoing, no advice, direction or
objection of, or consent withheld by, the Controlling Class Representative shall
(i) require or cause the Special Servicer or the applicable Master Servicer, as
applicable, to violate the terms of any Trust Mortgage Loan or any related
intercreditor, co-lender or similar agreement, applicable law or any provision
of this Agreement, including the Special Servicer's and each Master Servicer's
obligation to act in accordance with the Servicing Standard and the related loan
documents for any Trust Mortgage Loan and to maintain the REMIC status of the
REMIC I or REMIC II, or (ii) result in an Adverse REMIC Event with respect to
the REMIC I or REMIC II or an Adverse Grantor Trust Event with respect to
Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL or Grantor Trust Y
or have adverse tax consequences for the Trust Fund, or (iii) expose any of the
Master Servicers, the Special Servicer, the Depositor, any of the Mortgage Loan
Sellers, any Sub-Servicer, the Trust Fund, the Trustee or any of their
respective Affiliates, officers, directors, shareholders, partners, members,
managers, employees or agents to any claim, suit, or liability for which this
Agreement does not provide indemnification to such party or expose any such
party to prosecution for a criminal offense, or (iv) materially expand the scope
of the Special Servicer's, a Master Servicer's or the Trustee's responsibilities
under this Agreement; and neither the Special Servicer nor a Master Servicer
will follow any such advice, direction or objection if given by the Controlling
Class Representative, or initiate any such actions, that would have the effect
described in clauses (i)-(iv) of this sentence.
SECTION 3.28 The Swap Agreements.
(a) On the Closing Date, there are hereby established three (3)
separate Floating Rate Grantor Trusts pursuant to, and designated as set forth
in, Section 2.01(a). The Depositor shall deposit, or cause the deposit of, the
Class A-4FL Swap Agreement into Grantor Trust A-4FL, the Class A-MFL Swap
Agreement into Grantor Trust A-MFL, and the Class A-JFL Swap Agreement into
Grantor Trust A-JFL. Each Floating Rate Grantor Trust shall be maintained by the
Grantor Trust Trustee, who shall at all times, be the entity acting as Trustee;
provided that, the Certificate Administrator shall administer the Floating Rate
Grantor Trusts on behalf of the Grantor Trust Trustee. Grantor Trust A-4FL shall
be held for the benefit of the Holders of the Class A-4FL Certificates, Grantor
Trust A-MFL shall be held for the benefit of the Holders of the Class A-MFL
Certificates, and Grantor Trust A-JFL shall be held for the benefit of the
Holders of the Class A-JFL Certificates. No later than the Closing Date, the
Certificate Administrator shall establish and maintain each of the Class A-4FL
Floating Rate Account, the Class A-MFL Floating Rate Account and the Class A-JFL
Floating Rate Account pursuant to and in accordance with the terms of Section
3.04(g). Funds in each of the Class A-4FL Floating Rate Account, the Class A-MFL
Floating Rate Account and the Class A-JFL Floating Rate Account shall be held
separate and apart from, and shall not be commingled with, any other funds,
including, without limitation, funds held by the Certificate Administrator
pursuant to this Agreement. The Certificate Administrator is hereby authorized
and directed, not in its individual capacity but solely as Certificate
Administrator and on behalf, and for the benefit, of the Trust, to execute and
deliver the Swap Agreements on the Closing Date and to perform obligations as
described herein with respect to the Swap Agreements. Furthermore, the
Certificate Administrator is hereby authorized and directed to, and shall,
perform all obligations on the part of the Trust under the Swap Agreements;
provided that (i) payments to be made to a Swap Counterparty pursuant to Section
3.28(d) shall be made out of amounts allocable as interest (or, in the case of
any related Additional Floating Rate
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I Swap Payments, related Yield Maintenance Charges and Prepayment Premiums)
distributable on or with respect to the applicable Group FL REMIC II Regular
Interest and (ii) any termination payment owing to a Swap Counterparty shall be
payable solely out of any upfront payment made by a related replacement swap
counterparty in connection with entering into a related replacement interest
rate swap agreement with the applicable Floating Rate Grantor Trust, and the
Certificate Administrator shall not be responsible for using its own funds in
making such payments. Upon the Certificate Administrator entering into a Swap
Agreement on behalf of the applicable Floating Rate Grantor Trust, such grantor
trust shall be bound by the terms and conditions of such Swap Agreement.
(b) The Certificate Administrator shall act as "calculation agent"
under each Swap Agreement and shall timely perform all duties associated
therewith.
(c) By 5:00 p.m. (New York City time) on the Business Day prior to
(or, in the case of item (i) below, no later than the Determination Date
relating to) each Distribution Date, based on (in the case of items (ii) and
(iii) below) the CMSA Loan Periodic Update File for the related Collection
Period provided by each Master Servicer pursuant to Section 3.12, the
Certificate Administrator shall notify each Swap Counterparty, in writing, of
(i) the Class Principal Balance of the related Floating Rate Class immediately
prior to the related Distribution Date, (ii) the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable with respect to the Group
FL REMIC II Regular Interest corresponding to the related Floating Rate Class
for the related Distribution Date, and (iii) the amount of interest
distributable with respect to the Group FL REMIC II Regular Interest
corresponding to the related Floating Rate Class pursuant to Section 4.01(a) for
such Distribution Date.
(d) On each Distribution Date, following all deposits to the
related Floating Rate Account on or prior to that date pursuant to Section
3.04(g), the Certificate Administrator shall, with respect to each Floating Rate
Class, remit the related Net Floating Rate I Swap Payment, the related
Additional Floating Rate I Swap Payment and the related Floating Rate I Payer
Shortfall Reimbursement Amount, in each case if any, to the related Swap
Counterparty out of amounts on deposit in the related Floating Rate Account that
represent distributions of Distributable Certificate Interest (or, in the case
of any related Additional Floating Rate I Swap Payments, related Yield
Maintenance Charges and Prepayment Premiums) in respect of the Group FL REMIC II
Regular Interest corresponding to the subject Floating Rate Class; provided
that, during the continuation of a Swap Default, or following the termination of
a Swap Agreement, the Certificate Administrator shall not make such payments to
the related Swap Counterparty. If by 3:00 p.m. New York City time on any related
Swap Payment Date the Certificate Administrator has not received, with respect
to any Floating Rate Class, the related Net Floating Rate II Swap Payment
payable by the related Swap Counterparty on such date, the Certificate
Administrator shall, consistent with the related Swap Agreement, in order to,
among other things, cause the commencement of the applicable grace period,
promptly notify the related Swap Counterparty that the Certificate Administrator
has not received such Net Floating Rate II Swap Payment.
(e) Subject to Sections 8.01(iv) and 8.02(iii), the Certificate
Administrator shall at all times enforce the applicable Floating Rate Grantor
Trust's rights under the Swap Agreements. In the event of a Swap Default under a
Swap Agreement, the Certificate Administrator shall (i) provide notice of such
Swap Default on the date of such default to the related Swap Counterparty and
(ii) promptly provide written notice to the Holders of the related Floating Rate
Certificates and, subject to Sections 8.01(iv) and 8.02(iii), shall be required
to take such actions (following the expiration of any applicable grace period
specified in the related Swap Agreement), unless otherwise directed in writing
by the
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Holders or Certificate Owners of Certificates representing at least 25% of the
Class Principal Balance of the related Floating Rate Class Certificates, to
enforce the rights of the applicable Floating Rate Grantor Trust under such Swap
Agreement as may be permitted by the terms thereof, and use any related Swap
Termination Fees received from the related Swap Counterparty to enter into a
replacement interest rate swap agreement on substantially identical terms, with
a replacement swap counterparty that meets all eligibility requirements under
the related Swap Agreement. If the costs attributable to entering into a
replacement interest rate swap agreement would exceed the amount of any related
Swap Termination Fees, a replacement interest rate swap agreement shall not be
entered into and any such proceeds will instead be distributed, pro rata, to the
holders of the related Floating Rate Certificates on the immediately succeeding
Distribution Date as part of the Interest Distribution Amount relating to such
Floating Rate Certificates for such Distribution Date. If any replacement swap
counterparty pays any fee in connection with the execution of any replacement
interest rate swap agreement with the applicable Floating Rate Grantor Trust,
the Certificate Administrator shall distribute such fee: first, to the
applicable Swap Counterparty in respect of the terminated Swap Agreement, up to
the amount of any termination payment owing to the terminated Swap Counterparty
under, and in connection with the termination of, such Swap Agreement, and such
fee (or applicable portion thereof) shall be deemed to have been distributed
first to the Depositor as compensation to the Depositor under this Agreement and
then from the Depositor to the related Swap Counterparty in respect of the
related terminated Swap Agreement, and then, any remainder, to the Depositor.
Any expenses, costs and/or liabilities incurred by the Certificate Administrator
in connection with enforcing a Swap Agreement shall be payable and/or
reimbursable solely out of indemnification payments made by the Holders of the
related Floating Rate Certificates and shall not be reimbursable from the Trust
Fund.
(f) Any Floating Rate Class Distribution Conversion shall become
permanent following the determination by the Certificate Administrator (or by
the Holders or Certificate Owners of Certificates representing at least 25% of
the Class Principal Balance of the related Floating Rate Class) not to enter
into a replacement interest rate swap agreement and distribution of any related
Swap Termination Fees to the Holders of the related Floating Rate Certificates.
Any such Swap Default (or termination of the related Swap Agreement) and the
consequent Floating Rate Class Distribution Conversion shall not, in and of
itself, constitute an Event of Default under this Agreement. Upon any change in
the payment terms on any Floating Rate Class, including as a result of a
Floating Rate Class Distribution Conversion, termination of a Floating Rate
Class Distribution Conversion, a Swap Default or the cure of a Swap Default, the
Certificate Administrator shall promptly notify the Depository of the change in
payment terms.
(g) On the initial Distribution Date, the Certificate
Administrator shall withdraw from the Floating Rate Accounts and pay to the
Depositor the Depositor's Return Amount.
(h) For federal income tax purposes, each Holder of a Floating
Rate Certificate will be treated as having acquired its proportionate share of
the corresponding Group FL REMIC II Regular Interest. Any amounts paid to a Swap
Counterparty with respect to any Distribution Date shall first be deemed paid to
the holders of the corresponding Group FL REMIC II Regular Interest to the
extent of the amount distributable on the corresponding Group FL REMIC II
Regular Interest.
(i) Any obligation of the Certificate Administrator, as
administrator of the Floating Rate Grantor Trusts, under a Swap Agreement shall
be deemed to be an obligation of the corresponding Floating Rate Grantor Trust.
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(j) The Trustee hereby agrees to act as the Grantor Trust Trustee
in accordance with the terms of this Agreement.
(k) The Certificate Administrator is hereby directed to perform
the obligations of the custodian under each of the Class A-4FL Swap Credit
Support Annex (in such capacity, the "Class A-4FL Swap Custodian"), the Class
A-MFL Swap Credit Support Annex (in such capacity, the "Class A-MFL Swap
Custodian") and the Class A-JFL Swap Credit Support Annex (in such capacity, the
"Class A-JFL Swap Custodian").
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions.
(a) On each Distribution Date, through and including the final
Distribution Date, the Certificate Administrator shall, based on, among other
things, information provided by the Master Servicers and, if applicable, the
Special Servicer, withdraw from the Distribution Account and apply the Available
Distribution Amount for such Distribution Date, such application to be for the
following purposes and in the following order of priority, in each case to the
extent of remaining available funds:
(i) to make distributions of interest to the Holders of the
Class A-1 Class A-2, Class A-3, Class A-3B, Class A-SB and Class A-4
Certificates, and to the Class A-4FL Floating Rate Account with respect to
the Class A-4FL REMIC II Regular Interest, from the Loan Group No. 1
Available Distribution Amount, in an amount equal to, and pro rata as
among those Classes of Senior Certificates and the Class A-4FL REMIC II
Regular Interest in accordance with, all Distributable Certificate
Interest in respect of each such Class of Senior Certificates and the
Class A-4FL REMIC II Regular Interest for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates; and
concurrently, to make distributions of interest to the Holders of the
Class A-1A Certificates, from the Loan Group No. 2 Available Distribution
Amount in an amount equal to all Distributable Certificate Interest in
respect of the Class A-1A Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates; and also
concurrently, to make distributions of interest to the Holders of the
Class X Certificates, from the Loan Group No. 1 Available Distribution
Amount and/or the Loan Group No. 2 Available Distribution Amount, in an
amount equal to all Distributable Certificate Interest in respect of the
Class X Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates; provided, however, that
if the Loan Group No. 1 Available Distribution Amount and/or the Loan
Group No. 2 Available Distribution Amount is insufficient to pay in full
the Distributable Certificate Interest payable as described above in
respect of any of the above-referenced Classes of Senior Certificates or
the Class A-4FL REMIC II Regular Interest on such Distribution Date, then
the entire Available Distribution Amount shall be applied to make
distributions of interest to the Holders of the respective Classes of the
Senior Certificates referred to above and to the Class A-4FL Floating Rate
Account with respect to the Class A-4FL REMIC II Regular Interest, up to
an amount equal to, and pro rata as among the respective Classes of Senior
Certificates referred to above and the Class A-4FL REMIC II Regular
Interest in accordance with, the Distributable Certificate Interest in
respect of each such Class of Senior Certificates and the Class A-4FL
REMIC II Regular Interest for such Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates, if any;
(ii) to make distributions of principal, first, to the
Holders of the Class A-SB Certificates, until the related Class Principal
Balance (after taking into account all Certificate Deferred Interest added
thereto on such Distribution Date) is reduced to the Class A-SB Planned
Principal Balance for such Distribution Date, and second, to the Holders
of the Class A-1 Certificates, until the related Class Principal Balance
of the Class A-1 Certificates (after taking
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into account all Certificate Deferred Interest added thereto on such
Distribution Date) is reduced to zero, and third, to the Holders of the
Class A-2 Certificates, until the related Class Principal Balance of the
Class A-2 Certificates (after taking into account all Certificate Deferred
Interest added thereto on such Distribution Date) is reduced to zero, and
fourth, to the Holders of the Class A-3 Certificates, until the related
Class Principal Balance of the Class A-3 Certificates (after taking into
account all Certificate Deferred Interest added thereto on such
Distribution Date) is reduced to zero, and fifth, to the Holders of the
Class A-3B Certificates, until the related Class Principal Balance of the
Class A-3B Certificates (after taking into account all Certificate
Deferred Interest added thereto on such Distribution Date) is reduced to
zero, and sixth, to the Holders of the Class A-SB Certificates until the
related Class Principal Balance of the Class A-SB Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal made with respect to the Class A-SB
Certificates pursuant to subclause first of this clause (ii), on such
Distribution Date) is reduced to zero, and seventh, to the Holders of the
Class A-4 Certificates and to the Class A-4FL Floating Rate Account with
respect to the Class A-4FL REMIC II Regular Interest, on a pro rata basis
by principal balance, until the related Class Principal Balances of the
Class A-4 Certificates and the Class A-4FL REMIC II Regular Interest
(after taking into account all Certificate Deferred Interest added thereto
on such Distribution Date) are reduced to zero, in that order, in an
aggregate amount for subclauses first through seventh of this clause (ii)
(not to exceed the aggregate of the Class Principal Balances of the Class
A-1, Class A-2, Class A-3, Class A-3B, Class A-SB and Class A-4
Certificates and the Class A-4FL REMIC II Regular Interest outstanding
immediately prior to, together with all Certificate Deferred Interest with
respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-3B, Class A-SB and
Class A-4 Certificates and the Class A-4FL REMIC II Regular Interest for,
such Distribution Date) equal to the Loan Group No. 1 Principal
Distribution Amount for such Distribution Date; and concurrently, to make
distributions of principal to the Holders of the Class A-1A Certificates,
in an amount (not to exceed the Class Principal Balance of the Class A-1A
Certificates outstanding immediately prior to, together with all
Certificate Deferred Interest with respect to the Class A-1A Certificates
for, such Distribution Date) equal to the Loan Group No. 2 Principal
Distribution Amount for such Distribution Date; provided that, if the
portion of the Available Distribution Amount for such Distribution Date
remaining after the distributions of interest made pursuant to the
immediately preceding clause (i) is less than the Principal Distribution
Amount for such Distribution Date, then the Holders of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB and Class A-4 Certificates,
and Grantor Trust A-4FL with respect to the Class A-4FL REMIC II Regular
Interest, shall have a prior right, relative to the Holders of the Class
A-1A Certificates, to receive their distributions of principal pursuant to
this clause (ii) out of the remaining portion of the Loan Group No. 1
Available Distribution Amount for such Distribution Date, and the Holders
of the Class A-1A Certificates shall have a prior right, relative to the
Holders of the Class A-1, Class A-2, Class A-3, Class A-3B, Class A-SB and
Class A-4 Certificates, and the Grantor Trust A-4FL with respect to the
Class A-4FL REMIC II Regular Interest, to receive their distributions of
principal pursuant to this clause (ii) out of the remaining portion of the
Loan Group No. 2 Available Distribution Amount for such Distribution Date;
and provided, further, that, notwithstanding the foregoing, if the
aggregate of the Class Principal Balances of the Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates and the Class A-MFL and A-JFL REMIC II Regular Interests, has
previously been reduced to zero, or if the subject Distribution Date is
the final Distribution Date, then distributions of principal will be made
to the Holders of the Class A-1, Class A-2, Class A-
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3, Class A-3B, Class A-SB, Class A-4 and Class A-1A Certificates, and to
the Class A-4FL Floating Rate Account with respect to the Class A-4FL
REMIC II Regular Interest, pursuant to this clause (ii) up to an amount
equal to, and pro rata as among such Classes of Senior Certificates and
the Class A-4FL REMIC II Regular Interest in accordance with, the Class
Principal Balance of each such Class of Senior Certificates and the Class
A-4FL REMIC II Regular Interest outstanding immediately prior to, together
with all Certificate Deferred Interest with respect to the subject Class
of Senior Certificates and Class A-4FL REMIC II Regular Interest (as the
case may be) for, such Distribution Date (and without regard to Loan
Groups or the Principal Distribution Amount for such Distribution Date);
(iii) after the Class Principal Balance of the Class A-1A
Certificates has been reduced to zero, to make distributions of principal,
first, to the Holders of the Class A-SB Certificates, until the related
Class Principal Balance of the Class A-SB Certificates (after taking into
account all Certificate Deferred Interest added thereto, and any
distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii), on such Distribution Date) is reduced
to the Class A-SB Planned Principal Balance for such Distribution Date,
and second, to the Holders of the Class A-1 Certificates, until the
related Class Principal Balance of the Class A-1 Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii), on such Distribution Date) is reduced
to zero, and third, to the Holders of the Class A-2 Certificates, until
the related Class Principal Balance of the Class A-2 Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii), on such Distribution Date) is reduced
to zero, and fourth, to the Holders of the Class A-3 Certificates, until
the related Class Principal Balance of the Class A-3 Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii), on such Distribution Date) is reduced
to zero, and fifth, to the Holders of the Class A-3B Certificates, until
the related Class Principal Balance of the Class A-3B Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii), on such Distribution Date) is reduced
to zero, and sixth, to the Holders of the Class A-SB Certificates until
the related Class Principal Balance of the Class A-SB Certificates (after
taking into account all Certificate Deferred Interest added thereto, and
any distributions of principal in reduction thereof pursuant to the
immediately preceding clause (ii) and/or subclause first of this clause
(iii), on such Distribution Date) is reduced to zero, and seventh, to the
Holders of the Class A-4 Certificates and to the Class A-4FL Floating Rate
Account with respect to the Class A-4FL REMIC II Regular Interest, on a
pro rata basis by principal balance, until the related Class Principal
Balances of the Class A-4 Certificates and the Class A-4FL REMIC II
Regular Interest (after taking into account all Certificate Deferred
Interest added thereto, and any distributions of principal in reduction
thereof pursuant to the immediately preceding clause (ii), on such
Distribution Date) are reduced to zero, in that order, up to an aggregate
amount for subclauses first through seventh of this clause (iii) (not to
exceed the aggregate of the Class Principal Balances of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB and Class A-4 Certificates
and the Class A-4FL REMIC II Regular Interest outstanding immediately
prior to, together with all Certificate Deferred Interest with respect to
the Class X-0, Xxxxx X-0, Class A-3, Class A-3B, Class A-SB and Class A-4
Certificates and the Class A-4FL REMIC II Regular Interest for, such
Distribution Date, reduced by any distributions of principal made with
respect
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to the Class A-1 Class A-2, Class A-3, Class A-3B, Class A-SB and Class
A-4 Certificates and the Class A-4FL REMIC II Regular Interest on such
Distribution Date pursuant to the immediately preceding clause (ii)) equal
to the excess, if any, of (A) the Loan Group No. 2 Principal Distribution
Amount for such Distribution Date, over (B) the distributions of principal
made with respect to the Class A-1A Certificates on such Distribution Date
pursuant to the immediately preceding clause (ii);
(iv) after the Class Principal Balances of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB and Class A-4 Certificates
and the Class A-4FL REMIC II Regular Interest have been reduced to zero,
to make distributions of principal to the Holders of the Class A-1A
Certificates, up to an amount (not to exceed the Class Principal Balance
of the Class A-1A Certificates outstanding immediately prior to, together
with all Certificate Deferred Interest with respect to the Class A-1A
Certificates for, such Distribution Date, reduced by any distributions of
principal made with respect to the Class A-1A Certificates on such
Distribution Date pursuant to clause (ii) above) equal to the excess, if
any, of (A) the Loan Group No. 1 Principal Distribution Amount for such
Distribution Date, over (B) the aggregate distributions of principal made
with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-3B, Class
A-SB and/or Class A-4 Certificates and the Class A-4FL REMIC II Regular
Interest on such Distribution Date pursuant to clause (ii) above;
(v) to make distributions to the Holders of the Class A-1,
Class A-2, Class X-0, Xxxxx X-0X, Class A-SB, Class A-4 and Class A-1A
Certificates, and to the Class A-4FL Floating Rate Account with respect to
the Class A-4FL REMIC II Regular Interest, up to an amount equal to, pro
rata as among such Classes of Senior Class A Certificates and the Class
A-4FL REMIC II Regular Interest in accordance with, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to each such Class of Senior Certificates and the
Class A-4FL REMIC II Regular Interest and not previously reimbursed;
(vi) to make distributions of interest to the Holders of the
Class A-M Certificates and to the Class A-MFL Floating Rate Account with
respect to the Class A-MFL REMIC II Regular Interest, up to an amount
equal to, and pro rata as between the Class A-M Certificates and the Class
A-MFL REMIC II Regular Interest in accordance with, all Distributable
Certificate Interest in respect of the Class A-M Certificates and the
Class A-MFL REMIC II Regular Interest, respectively, for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(vii) after the Class Principal Balances of the Class A-1,
Class A-2, Class X-0, Xxxxx X-0X, Class A-SB, Class A-4 and Class A-1A
Certificates and the Class A-4FL REMIC II Regular Interest have been
reduced to zero, to make distributions of principal to the Holders of the
Class A-M Certificates and to the Class A-MFL Floating Rate Account with
respect to the Class A-MFL REMIC II Regular Interest, on a pro rata basis
by principal balance, up to an amount (not to exceed the aggregate of the
Class Principal Balances of the Class A-M Certificates and the Class A-MFL
REMIC II Regular Interest outstanding immediately prior to, together with
all Certificate Deferred Interest with respect to the Class A-M
Certificates and the Class A-MFL REMIC II Regular Interest for, such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any Class of Senior Class A
Certificates or to the
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Class A-4FL Floating Rate Account with respect to the Class A-4FL REMIC II
Regular Interest, pursuant to any prior clause of this Section 4.01(a));
provided that, on the final Distribution Date, distributions of principal
pursuant to this clause (vii) shall be made up to an amount equal to, and
on a pro rata basis as between the Class A-M Certificates and the Class
A-MFL REMIC II Regular Interest in accordance with, the Class Principal
Balance of each of the Class A-M Certificates and the Class A-MFL REMIC II
Regular Interest outstanding immediately prior to, together with all
Certificate Deferred Interest with respect to each of the Class A-M
Certificates and the Class A-MFL REMIC II Regular Interest for, such
Distribution Date;
(viii) to make distributions to the Holders of the Class A-M
Certificates and to the Class A-MFL Floating Rate Account with respect to
the Class A-MFL REMIC II Regular Interest, up to an amount equal to, pro
rata as between the Class A-M Certificates and the Class A-MFL REMIC II
Regular Interest in accordance with, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to
the Class A-M Certificates and the Class A-MFL REMIC II Regular Interest,
respectively, and not previously reimbursed;
(ix) to make distributions of interest to the Holders of the
Class A-J Certificates and to the Class A-JFL Floating Rate Account with
respect to the Class A-JFL REMIC II Regular Interest, up to an amount
equal to, and pro rata as between the Class A-J Certificates and the Class
A-JFL REMIC II Regular Interest in accordance with, all Distributable
Certificate Interest in respect of the Class A-J Certificates and the
Class A-JFL REMIC II Regular Interest, respectively, for such Distribution
Date and, to the extent not previously paid, for all prior Distribution
Dates, if any;
(x) after the Class Principal Balances of the Class A-M
Certificates and the Class A-MFL REMIC II Regular Interest have been
reduced to zero, to make distributions of principal to the Holders of the
Class A-J Certificates and to the Class A-JFL Floating Rate Account with
respect to the Class A-JFL REMIC II Regular Interest, on a pro rata basis
by principal balance, up to an amount (not to exceed the aggregate of the
Class Principal Balances of the Class A-J Certificates and the Class A-JFL
REMIC II Regular Interest outstanding immediately prior to, together with
all Certificate Deferred Interest with respect to the Class A-J
Certificates and the Class A-JFL REMIC II Regular Interest for, such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Principal Balance
Certificates or to a Floating Rate Account with respect to any other Group
FL REMIC II Regular Interest pursuant to any prior clause of this Section
4.01(a)); provided that, on the final Distribution Date, distributions of
principal pursuant to this clause (x) shall be made up to an amount equal
to, and on a pro rata basis as between the Class A-J Certificates and the
Class A-JFL REMIC II Regular Interest in accordance with, the Class
Principal Balance of each of the Class A-J Certificates and the Class
A-JFL REMIC II Regular Interest outstanding immediately prior to, together
with all Certificate Deferred Interest with respect to each of the Class
A-J Certificates and the Class A-JFL REMIC II Regular Interest for, such
Distribution Date;
(xi) to make distributions to the Holders of the Class A-J
Certificates and to the Class A-JFL Floating Rate Account with respect to
the Class A-JFL REMIC II Regular Interest, up to an amount equal to, pro
rata as between the Class A-J Certificates and the Class
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A-JFL REMIC II Regular Interest in accordance with, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to the Class A-J Certificates and the Class A-JFL
REMIC II Regular Interest, respectively, and not previously reimbursed;
and
(xii) to make distributions to the Holders of the remaining
Classes of the Regular Certificates as provided in Section 4.01(b).
All distributions of interest, if any, made with respect to the
Class X Certificates on any Distribution Date, pursuant to this Section 4.01(a),
shall be made, and shall be deemed to have been made, in respect of the various
Class X Components, pro rata in accordance with the respective amounts of
Distributable Component Interest in respect of such Class X Components for such
Distribution Date and, to the extent not previously deemed paid pursuant to this
paragraph, for all prior Distribution Dates, if any.
(b) On each Distribution Date, through and including the final
Distribution Date, after making the distributions with respect to the Senior
Certificates, the Class A-M Certificates, the Class A-J Certificates and the
Group FL REMIC II Regular Interests provided for in Section 4.01(a), the
Certificate Administrator shall, based on, among other things, information
provided by the Master Servicers and, if applicable, the Special Servicer, apply
the remaining portion, if any, of the Available Distribution Amount for such
Distribution Date to make the distributions described in the next paragraph to
the Holders of the various Classes of the Class B Through S Certificates, such
distributions to be made sequentially among such Classes of Certificateholders
in the alphabetic order of the Class designations of their respective
Certificates (beginning with the Class B Certificates and ending with the Class
S Certificates), in each case to the extent of the Remaining Available
Distribution Amount with respect to the subject Class of Certificates for such
Distribution Date.
On each Distribution Date, through and including the final
Distribution Date, the Holders of each Class of the Class B Through S
Certificates will be entitled to receive, subject to the Remaining Available
Distribution Amount with respect to such Class of Certificates for such
Distribution Date, the following distributions in the following order of
priority, in each case to the extent of the remaining available funds:
first, distributions of interest, up to an amount equal to all
Distributable Certificate Interest with respect to the subject Class of
Certificates for such Distribution Date and, to the extent not previously
received, for all prior Distribution Dates, if any;
second, distributions of principal, up to an amount (not to exceed
the Class Principal Balance of the subject Class of Certificates
outstanding immediately prior to, together with all Certificate Deferred
Interest with respect to the subject Class of Certificates for, such
Distribution Date) equal to the Remaining Principal Distribution Amount
with respect to the subject Class of Certificates for such Distribution
Date (or, if such Distribution Date is the final Distribution Date, then
up to an amount equal to the entire Class Principal Balance of the subject
Class of Certificates immediately prior to such Distribution Date); and
third, reimbursements of any and all Realized Losses and Additional
Trust Fund Expenses, if any, previously allocated to the subject Class of
Certificates pursuant to Section 4.04(a) and not previously reimbursed;
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provided that no distributions of principal will be made with respect to any
Class of the Class B Through S Certificates until the reduction to zero of the
Class Principal Balance of each Class of the Class A-1, Class A-2, Class X-0,
Xxxxx X-0X, Class A-SB, Class A-4, Class A-1A, Class A-M and Class A-J
Certificates, the Class Principal Balance of each Group FL REMIC II Regular
Interest and the Class Principal Balance of each other Class of the Class B
Through S Certificates, if any, that has an earlier alphabetic Class designation
(that is, "Class B" comes before "Class C", "Class C" comes before "Class D",
and so forth) than does the subject Class of Certificates.
(c) On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Regular
Certificates and the Group FL REMIC II Regular Interests provided for in
Sections 4.01(a) and 4.01(b), the Certificate Administrator shall apply the
remaining portion, if any, of the Available Distribution Amount for such
Distribution Date to make distributions to the Holders of the Class R
Certificates.
(d) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account any amounts that represent Prepayment
Premiums and/or Yield Maintenance Charges Received by the Trust on the Trust
Mortgage Loans and any REO Trust Mortgage Loans during the related Collection
Period (in each case, net of any Liquidation Fees payable in connection with the
receipt thereof) and shall be deemed to distribute each such Prepayment Premium
and/or Yield Maintenance Charge or applicable portion thereof from REMIC I to
REMIC II in respect of REMIC I Regular Interest A-1 (whether or not such REMIC I
Regular Interest has received all distributions of interest and principal to
which it is entitled), and then shall distribute each such Prepayment Premium
and/or Yield Maintenance Charge or applicable portion thereof, as additional
yield, as follows:
(i) first, on a pari passu basis, to the Holders of the
respective Classes of Principal Balance Certificates (other than any
Excluded Class thereof) entitled to distributions of principal on such
Distribution Date, pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, with respect to the Loan Group that includes the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, and to the
applicable Floating Rate Account(s) with respect to the respective Group
FL REMIC II Regular Interest(s) entitled to distributions of principal on
such Distribution Date, pursuant to Section 4.01(a), with respect to the
Loan Group that includes the prepaid Trust Mortgage Loan or REO Trust
Mortgage Loan, as the case may be), up to an amount equal to, and pro rata
based on, the Additional Yield Amounts for each such Class of Certificates
and Group FL REMIC II Regular Interest for such Distribution Date with
respect to the subject Prepayment Premium or Yield Maintenance Charge, as
the case may be; and
(ii) second, to the Holders of the Class X Certificates, any
remaining portion of such Yield Maintenance Charges and/or Prepayment
Premiums.
Any distributions of additional interest, in the form of Yield
Maintenance Charges and/or Prepayment Premiums, made with respect to the Class X
Certificates on any Distribution Date pursuant to this Section 4.01(d) shall be
allocated among the respective Class X Components, on a pro rata basis in
accordance with the relative amounts by which their respective Component
Notional Amounts declined as a result of deemed distributions of principal on
the REMIC I Regular Interests on such Distribution Date pursuant to Section
4.01(l) (or, if there were no such declines, then on a pro rata basis in
accordance with the relative sizes of their respective Component Notional
Amounts).
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(e) On each Distribution Date, the Certificate Administrator shall
withdraw from the Additional Interest Account any amounts that represent
Additional Interest actually collected during the related Collection Period on
the ARD Trust Mortgage Loans and any successor REO Trust Mortgage Loans with
respect thereto and shall distribute such amounts to the Holders of the Class Y
Certificates.
(f) Subject to Section 3.28, on each Distribution Date (after any
and all transfers to the related Floating Rate Account on such Distribution
Date, pursuant to Section 4.01(a) and/or Section 4.01(d), and any payments to
the related Swap Counterparty on such Distribution Date, pursuant to Section
3.28(d) and the related Swap Agreement), the Certificate Administrator shall,
with respect to each Floating Rate Class, apply amounts on deposit in the
related Floating Rate Account for the following purposes and in the following
order of priority, in each case to the extent of the remaining related Floating
Rate Class Available Funds (exclusive of any portion thereof that constitutes
Yield Maintenance Charges and/or Prepayment Premiums) for such Distribution
Date:
(i) to make distributions of interest to the Holders of the
applicable Floating Rate Certificates, up to the related Floating Rate
Class Interest Distribution Amount for such Distribution Date;
(ii) to make distributions of principal to the Holders of the
applicable Floating Rate Certificates, in reduction of the Class Principal
Balance thereof, up to the related Floating Rate Class Principal
Distribution Amount for such Distribution Date, until such Class Principal
Balance has been reduced to zero;
(iii) to reimburse the Holders of the applicable Floating Rate
Certificates, until all Realized Losses and Additional Trust Fund Expenses
previously allocated to such Floating Rate Certificates, but not
previously reimbursed, have been reimbursed in full; and
(iv) to make distributions to the Holders of the applicable
Floating Rate Certificates of any remaining amount.
For so long as the related Swap Agreement is in effect and there is
no continuing Swap Default thereunder on the part of the related Swap
Counterparty, all Prepayment Premiums and Yield Maintenance Charges allocable to
the Group FL REMIC II Regular Interest corresponding to any particular Floating
Rate Class shall be payable to such Swap Counterparty pursuant to the terms of
the related Swap Agreement. However, during the occurrence of a Swap Default on
the part of a Swap Counterparty under any Swap Agreement or if any Swap
Agreement is terminated and a replacement Swap Agreement is not obtained, then
all Prepayment Premiums and Yield Maintenance Charges distributed to the related
Floating Rate Account with respect to the Group FL REMIC II Regular Interest
corresponding to the related Floating Rate Class shall be distributed by the
Certificate Administrator to the Holders of the related Floating Rate
Certificates on the subject Distribution Date.
(g) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise provided below, all such distributions with
respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other
entity having
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appropriate facilities therefor, if such Certificateholder shall have provided
the Certificate Administrator with wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first Distribution Date, no later
than) the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent Distribution Dates), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. The final distribution on each Certificate (determined, in
the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in a like manner, but
only upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the
Certificate Administrator was subsequently notified in writing. If such check is
returned to the Certificate Administrator, the Certificate Administrator,
directly or through an agent, shall take such reasonable steps to contact the
related Holder and deliver such check as it shall deem appropriate. Any funds in
respect of a check returned to the Certificate Administrator shall be set aside
by the Certificate Administrator and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Certificate Administrator has not, after having taken
such reasonable steps, located the related Holder by the second anniversary of
the initial sending of a check, the Certificate Administrator shall, subject to
applicable law, distribute the unclaimed funds to the Holders of the Class R
Certificates. Distributions in reimbursement of Realized Losses and Additional
Trust Fund Expenses previously allocated to a Class of Principal Balance
Certificates shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance.
(h) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Certificate Administrator, the Certificate Registrar, the
Depositor or any Master Servicer shall have any responsibility therefor except
as otherwise provided by this Agreement or applicable law. The Certificate
Administrator and the Depositor shall perform their respective obligations under
a Letter of Representations among the Depositor, the Certificate Administrator
and the Initial Depository dated as of the Closing Date.
(i) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
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(j) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator expects that, or receives written notification that,
the final distribution with respect to any Class of Certificates (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, as soon as reasonably possible (and, in any event, no later
than five (5) days after the related Determination Date), mail to each Holder of
record on such date of such Class of Certificates a notice to the effect that:
(i) the Certificate Administrator expects that the final
distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Certificate Registrar or at such other
location therein specified, and
(ii) no interest shall accrue on such Certificates from and
after such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(j) shall not have been surrendered for
cancellation within six (6) months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one (1) year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust pursuant to this paragraph. If all of the
Certificates shall not have been surrendered for cancellation by the second
anniversary of the delivery of the second notice, the Certificate Administrator
shall, subject to applicable law, distribute to the Holders of the Class R
Certificates all unclaimed funds and other assets which remain subject thereto.
(k) Notwithstanding any other provision of this Agreement, the
Certificate Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Certificate Administrator reasonably believes are applicable under the
Code. The Certificate Registrar shall promptly provide the Certificate
Administrator with any IRS Forms W-9, W-8BEN, W-8IMY (and all appropriate
attachments) or W-8ECI upon its receipt thereof. The consent of
Certificateholders shall not be required for such withholding. If the
Certificate Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Certificate Administrator shall indicate
the amount withheld to such Certificateholders. Such amounts shall be deemed to
have been distributed to such Certificateholders for all purposes of this
Agreement.
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(l) All distributions made in respect of each Class of the
Principal Balance Certificates (exclusive of the Floating Rate Certificates) and
each Group FL REMIC II Regular Interest on each Distribution Date (including the
final Distribution Date) pursuant to Section 4.01(a), Section 4.01(b) or Section
4.01(n) shall be deemed to have first been distributed from REMIC I to REMIC II
with respect to the Corresponding REMIC I Regular Interest for such Class of
Certificates or such Group FL REMIC II Regular Interest, as the case may be; and
all distributions made with respect to the Class X Certificates on each
Distribution Date pursuant to Section 4.01(a) or Section 4.01(b) and allocable
to any particular Class X Component, shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the Corresponding REMIC I
Regular Interest for such Class X Component. In each case, if such distribution
on any Class of Regular Certificates or any Group FL REMIC II Regular Interest,
as the case may be, was a distribution of accrued interest, of principal or in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated thereto, then the corresponding distribution deemed to be made on a
REMIC I Regular Interest pursuant to the preceding sentence shall be deemed to
also be, respectively, a distribution of accrued interest, of principal or in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such REMIC I Regular Interest.
(m) On each Distribution Date, immediately prior to making any
actual distributions on the Certificates or any corresponding deemed
distributions on the REMIC I Regular Interests pursuant to any other subsection
of this Section 4.01, the Certificate Administrator shall be deemed to have
made, based on information provided by the applicable Master Servicer or, if
applicable, the Special Servicer, out of that portion of the Available
Distribution Amount for such Distribution Date allocable to any Early Defeasance
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, the following distributions to REMIC I, in the following order of
priority, in each case to the extent of the remaining portion of the Available
Distribution Amount for such Distribution Date allocable to any Early Defeasance
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto:
(i) distributions to REMIC I of accrued interest with
respect to the related Loan REMIC Regular Interest, up to an amount equal
to all Uncertificated Distributable Interest with respect to such Loan
REMIC Regular Interest for such Distribution Date and, to the extent not
previously deemed distributed, for all prior Distribution Dates, if any;
(ii) distributions to REMIC I of principal with respect to
the related Loan REMIC Regular Interest, up to an amount (not to exceed
the Loan REMIC Principal Balance of such Loan REMIC Regular Interest
immediately prior to, together with any Loan REMIC Deferred Interest with
respect to such Loan REMIC Regular Interest for, such Distribution Date)
equal to 100% of that portion, if any, of the Principal Distribution
Amount for such Distribution Date that is allocable to such Early
Defeasance Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto; and
(iii) reimbursements to REMIC I of any Realized Losses and
Additional Trust Fund Expenses previously allocated to the related Loan
REMIC Regular Interest and not previously reimbursed.
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On each Distribution Date, any Yield Maintenance Charge or
Prepayment Premium received with respect to an Early Defeasance Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto (net of any
Liquidation Fee payable in connection with the receipt thereof) shall be deemed
distributed to the related Loan REMIC Regular Interest.
(n) On each Distribution Date, the Certificate Administrator shall
withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute such
amounts to reimburse the Holders of each Class of Principal Balance Certificates
(other than the Floating Rate Certificates) and to reimburse Grantor Trust A-4FL
with respect to the Class A-4FL REMIC II Regular Interest, Grantor Trust A-MFL
with respect to the Class A-MFL REMIC II Regular Interest and Grantor Trust
A-JFL with respect to the Class A-JFL REMIC II Regular Interest (in the same
order of payment as provided for such reimbursements in Section 4.01(a) and
Section 4.01(b)) up to an amount equal to all Realized Losses and Additional
Trust Fund Expenses, if any, previously deemed allocated thereto and remaining
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account pursuant
to the preceding sentence shall first be deemed to have been distributed to the
Corresponding REMIC I Regular Interest in reimbursement of Realized Losses and
Additional Trust Fund Expenses previously allocated thereto. Amounts paid from
the Gain-on-Sale Reserve Account will not reduce the Class Principal Balances of
the respective Classes of the Principal Balance Certificates and/or the Class
Principal Balances of the respective Group FL REMIC II Regular Interests with
respect to which such distributions are being made. Any amounts remaining in the
Gain-on-Sale Reserve Account after such distributions shall be applied to offset
future Realized Losses and Additional Trust Fund Expenses and upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Class R Certificateholders.
(o) If, in connection with any Distribution Date, the Certificate
Administrator has reported the amount of an anticipated distribution to DTC
based on a preliminary report received from a Master Servicer, and the final
report from such Master Servicer changes the initial amounts forwarded by such
Master Servicer to the Certificate Administrator, the Certificate Administrator
shall use commercially reasonable efforts to notify DTC to make a revised
distribution on a timely basis on such Distribution Date. The Certificate
Administrator shall not be liable or held responsible for any resulting delay
(or claim by DTC resulting therefrom) in the making of such distribution to the
Certificateholders and shall be entitled to reimbursement from the Trust for any
reasonable costs or expenses resulting therefrom.
SECTION 4.02 Statements to Certificateholders: CMSA Loan Periodic
Update File.
(a) On each Distribution Date, the Certificate Administrator shall
make available on its website or forward by mail (or by electronic transmission
acceptable to the recipient) to each Certificateholder, each initial Certificate
Owner and (upon written request made to the Certificate Administrator) each
subsequent Certificate Owner (as identified to the reasonable satisfaction of
the Certificate Administrator), the Depositor, each Master Servicer, the Special
Servicer, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder, the
Underwriters and each Rating Agency, a statement substantially in the form
attached hereto as Exhibit F (a "Distribution Date Statement"), as to the
distributions made on such Distribution Date, based on, among other things,
information provided to it by the Master Servicers and, if applicable, the
Special Servicer, setting forth, without limitation:
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(i) the amount of the distribution on such Distribution
Date to the Holders of each Class of Principal Balance Certificates
allocable to principal;
(ii) the amount of the distribution on such Distribution
Date to the Holders of each Class of Regular Certificates and each Class
of Floating Rate Certificates allocable to interest;
(iii) the amount of the distribution on such Distribution
Date to the Holders of each Class of Regular Certificates and each Class
of Floating Rate Certificates allocable to Prepayment Premiums and/or
Yield Maintenance Charges;
(iv) the amount of the distribution on such Distribution
Date to the Holders of each Class of Regular Certificates and each Class
of Floating Rate Certificates in reimbursement of previously allocated
Realized Losses and Additional Trust Fund Expenses;
(v) the total payments and other collections Received by
the Trust during the related Collection Period, the fees and expenses paid
therefrom (with an identification of the general purpose of such fees and
expenses and the party receiving such fees and expenses), and the
Available Distribution Amount, the Loan Group No. 1 Available Distribution
Amount and the Loan Group No. 2 Available Distribution Amount for such
Distribution Date;
(vi) (A) the aggregate amount of P&I Advances made in
respect of such Distribution Date with respect to the Mortgage Pool
pursuant to Section 4.03, including, without limitation, any amounts
applied pursuant to Section 4.03(a)(ii), and the aggregate amount of
xxxxxxxxxxxx X&X Advances with respect to the Mortgage Pool that had been
outstanding at the close of business on the related Determination Date and
the aggregate amount of interest accrued and payable to a Master Servicer,
the Trustee or any Fiscal Agent in respect of such xxxxxxxxxxxx X&X
Advances in accordance with Section 4.03(d) as of the close of business on
the related Determination Date, (B) the aggregate amount of unreimbursed
Servicing Advances (and/or comparable advances made in respect of an
Outside Serviced Trust Mortgage Loan or any related REO Property pursuant
to the related Outside Servicing Agreement) as of the close of business on
the related Determination Date and (C) the aggregate amount of all
unreimbursed Nonrecoverable Advances as of the close of business on the
related Determination Date;
(vii) the aggregate unpaid principal balance of the Mortgage
Pool, Loan Group No. 1 and Loan Group No. 2, respectively, outstanding as
of the close of business on the related Determination Date;
(viii) the aggregate Stated Principal Balance of the Mortgage
Pool, Loan Group No. 1 and Loan Group No. 2, respectively, outstanding
immediately before and immediately after such Distribution Date;
(ix) the number, aggregate principal balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of
the Trust Mortgage Loans as of the close of business on the related
Determination Date;
(x) the number, aggregate unpaid principal balance (as of
the close of business on the related Determination Date) and aggregate
Stated Principal Balance
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(immediately after such Distribution Date) of Trust Mortgage Loans (A)
delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent more than
89 days, (D) as to which foreclosure proceedings have been commenced, and
(E) to the actual knowledge of a Master Servicer or Special Servicer in
bankruptcy proceedings;
(xi) as to each Trust Mortgage Loan referred to in the
preceding clause (x) above, (A) the loan number thereof, (B) the Stated
Principal Balance thereof immediately following such Distribution Date,
and (C) a brief description of any executed loan modification;
(xii) with respect to any Trust Mortgage Loan as to which a
Liquidation Event occurred during the related Collection Period (or, if
applicable in the case of an Outside Serviced Trust Mortgage Loan, during
the related Underlying Collection Period) (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds
and other amounts received in connection with such Liquidation Event
(separately identifying the portion thereof allocable to distributions on
the Certificates), and (C) the amount of any Realized Loss in connection
with such Liquidation Event;
(xiii) with respect to any Trust Mortgage Loan that was the
subject of any material modification, extension or waiver during the
related Collection Period (or, in the case of an Outside Serviced Trust
Mortgage Loan, during the related Underlying Collection Period), (A) the
loan number thereof, (B) the unpaid principal balance thereof and (C) a
brief description of such modification, extension or waiver, as the case
may be;
(xiv) with respect to any Trust Mortgage Loan as to which an
uncured and unresolved Breach or Document Defect that materially and
adversely affects the value of such Mortgage Loan or the interests of the
Certificateholders therein is alleged to exist, (A) the loan number
thereof, (B) the unpaid principal balance thereof, (C) a brief description
of such Breach or Document Defect, as the case may be, and (D) the status
of such Breach or Document Defect, as the case may be, including any
actions known to the Certificate Administrator that are being taken by or
on behalf of the applicable Mortgage Loan Seller with respect thereto;
(xv) with respect to any Trust Mortgage Loan as to which
the related Mortgaged Property became an REO Property during the related
Collection Period (or, in the case of an Outside Serviced Trust Mortgage
Loan, during the related Underlying Collection Period), the loan number of
such Trust Mortgage Loan and the Stated Principal Balance of such Trust
Mortgage Loan as of the related date of acquisition;
(xvi) with respect to any REO Property that was included (or
an interest in which was included) in the Trust Fund as of the close of
business on the related Determination Date, the loan number of the related
Trust Mortgage Loan, the book value of such REO Property and the amount of
REO Revenues and other amounts, if any, Received by the Trust with respect
to such REO Property during the related Collection Period (separately
identifying the portion thereof allocable to distributions on the
Certificates) and, if available, the Appraised Value of such REO Property
as expressed in the most recent appraisal thereof and the date of such
appraisal;
(xvii) with respect to any REO Property included in the Trust
Fund as to which a Final Recovery Determination was made during the
related Collection Period (or, in the
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case of an Outside Serviced Trust Mortgage Loan, during the related
Underlying Collection Period), (A) the loan number of the related Trust
Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other
amounts received in connection with such Final Recovery Determination
(separately identifying the portion thereof allocable to distributions on
the Certificates), and (C) the amount of any Realized Loss in respect of
the related REO Trust Mortgage Loan in connection with such Final Recovery
Determination;
(xviii) the Accrued Certificate Interest and Distributable
Certificate Interest in respect of each Class of Regular Certificates and
each Group FL REMIC II Regular Interest, as well as the Floating Rate
Class Interest Distribution Amount with respect to each Floating Rate
Class, for such Distribution Date;
(xix) any unpaid Distributable Certificate Interest in
respect of each Class of Regular Certificates and each Group FL REMIC II
Regular Interest, as well as any unpaid portion of the Floating Rate Class
Interest Distribution Amount for any Floating Rate Class, after giving
effect to the distributions made on such Distribution Date;
(xx) the Pass-Through Rate for each Class of Regular
Certificates, each Group FL REMIC II Regular Interest and each Floating
Rate Class for such Distribution Date;
(xxi) the Principal Distribution Amount, the Loan Group No.
1 Principal Distribution Amount and the Loan Group No. 2 Principal
Distribution Amount for such Distribution Date, separately identifying the
respective components thereof (and, in the case of any Principal
Prepayment or other unscheduled collection of principal Received by the
Trust during the related Collection Period, the loan number for the
related Trust Mortgage Loan and the amount of such prepayment or other
collection of principal);
(xxii) the aggregate of all Realized Losses incurred during
the related Collection Period (or, in the case of an Outside Serviced
Trust Mortgage Loan or related REO Property, during the related Underlying
Collection Period) and all Additional Trust Fund Expenses incurred during
the related Collection Period;
(xxiii) the aggregate of all Realized Losses and Additional
Trust Fund Expenses that were allocated on such Distribution Date;
(xxiv) the Class Principal Balance of each Class of Principal
Balance Certificates and the Class Notional Amount of each Class of the
Class X Certificates outstanding immediately before and immediately after
such Distribution Date, separately identifying any reduction therein due
to the allocation of Realized Losses and Additional Trust Fund Expenses on
such Distribution Date;
(xxv) the Certificate Factor for each Class of Regular
Certificates and each Class of Floating Rate Certificates immediately
following such Distribution Date;
(xxvi) the aggregate amount of interest on P&I Advances paid
to the Master Servicers, the Trustee and any Fiscal Agent with respect to
the Mortgage Pool during the related Collection Period in accordance with
Section 4.03(d);
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(xxvii) the aggregate amount of interest on Servicing Advances
paid to the Master Servicers, the Trustee, any Fiscal Agent and the
Special Servicer with respect to the Mortgage Pool during the related
Collection Period in accordance with Section 3.03(d) (and the aggregate
amount of interest on servicing advances in respect of an Outside Serviced
Trust Mortgage Loan or any related REO Property paid to any Outside
Servicer or other applicable party during the related Underlying
Collection Period in accordance with the related Outside Servicing
Agreement);
(xxviii) the aggregate amount of servicing compensation
(separately identifying the amount of each category of compensation) paid
to each Master Servicer and the Special Servicer during the related
Collection Period;
(xxix) the loan number for each Required Appraisal Loan (and
for an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto if it has a similar status under the
related Outside Servicing Agreement) and any related Appraisal Reduction
Amount as of the related Determination Date;
(xxx) the then-current credit support levels for each Class
of Regular Certificates and each Class of Floating Rate Certificates;
(xxxi) the original and then-current ratings for each Class
of Regular Certificates and each Class of Floating Rate Certificates;
(xxxii) the aggregate amount of Prepayment Premiums and Yield
Maintenance Charges with respect to the Mortgage Pool and each Loan Group
Received by the Trust during the related Collection Period;
(xxxiii) the amounts, if any, actually distributed with
respect to the Class Y Certificates or Class R Certificates on such
Distribution Date;
(xxxiv) a brief description of any uncured Event of Default
known to the Certificate Administrator (to the extent not previously
reported) and, as determined and/or approved by the Depositor, any other
information necessary to satisfy the requirements of Item 1121(a) of
Regulation AB that can, in the Certificate Administrator's reasonable
judgment, be included on the Distribution Date Statement without undue
difficulty;
(xxxv) the Record Date, the Interest Accrual Period, the
Determination Date and the Collection Period that correspond to such
Distribution Date; and
(xxxvi) all payments to and from the Swap Counterparty during
the month of such Distribution Date and the respective components thereof.
In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Certificate
Administrator as a basis for information to be furnished pursuant to clauses (x)
through (xvii), (xxviii) and (xxxiv) above, insofar as the underlying
information is solely within the control of the Special Servicer, the
Certificate
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Administrator and each Master Servicer may, absent manifest error, conclusively
rely on the reports to be provided by the Special Servicer.
The Certificate Administrator may rely on and shall not be
responsible absent manifest error for the content or accuracy of any information
provided by third parties for purposes of preparing the Distribution Date
Statement and may affix thereto any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).
On each Distribution Date, the Certificate Administrator shall make
available to each Privileged Person (or, following receipt of written direction
of the Depositor, the general public) via its Internet Website, (i) the related
Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan
Setup File, CMSA Bond Level File, CMSA Collateral Summary File, CMSA Historical
Bond/Collateral Realized Loss Reconciliation Template, CMSA Interest Shortfall
Reconciliation Template, CMSA Reconciliation of Funds Template and CMSA
Historical Liquidation Loss Template, (iii) the Unrestricted Servicer Reports,
(iv) as a convenience for Privileged Persons (or, following receipt of the
written direction from the Depositor specified in the first parenthetical in
this sentence, interested parties) (and not in furtherance of the distribution
thereof under the securities laws), the Prospectus Supplement, the Prospectus
and this Agreement, and (v) any other items at the request of the Depositor.
In addition, on each Distribution Date, the Certificate
Administrator shall make available via its Internet Website, on a restricted
basis, (i) the Restricted Servicer Reports, (ii) the CMSA Property File and
(iii) any other items at the request of the Depositor. The Certificate
Administrator shall provide access to such restricted reports, upon request, to
each Privileged Person.
The Certificate Administrator shall not be obligated to make any
representation or warranty as to the accuracy or completeness of any report,
document or other information made available on its Internet Website and assumes
no responsibility therefor. In addition, the Certificate Administrator may
disclaim responsibility for any information distributed by the Certificate
Administrator for which it is not the original source.
In connection with providing access to the Certificate
Administrator's Internet Website, the Certificate Administrator, may require
registration and the acceptance of a disclaimer. The Certificate Administrator
shall not be liable for the dissemination of information in accordance herewith
and in compliance with the terms of this Agreement.
Absent manifest error, none of the Master Servicers or the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a Mortgagor or third party that is included in any
reports, statements, materials or information prepared or provided by a Master
Servicer or the Special Servicer, as applicable. The Certificate Administrator
shall not be responsible absent manifest error for the accuracy or completeness
of any information supplied to it for delivery pursuant to this Section 4.02(a).
None of the Certificate Administrator, the Master Servicers or the Special
Servicer shall have any obligation to verify the accuracy or completeness of any
information provided by a Mortgagor or third party.
Within a reasonable period of time after the end of each calendar
year, the Certificate Administrator shall, upon request, send to each Person who
at any time during the calendar year was a Certificateholder of record, a report
summarizing on an annual basis (if appropriate) the items provided to such
Certificateholder during such calendar year (or the applicable portion thereof
that such Person
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was a Certificateholder) pursuant to clauses (i), (ii), (iii) and (iv) of the
description of "Distribution Date Statement" above and such other information as
may be required to enable such Certificateholder to prepare their federal income
tax returns. Such information shall include the amount of original issue
discount accrued on each Class of Certificates and information regarding the
expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to
the extent such information is provided pursuant to applicable requirements of
the Code from time to time in force.
If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Certificate Administrator shall mail or cause the mailing
of, or provide electronically or cause the provision electronically of, such
statements, reports and/or other written information to such Certificate Owner
upon the request of such Certificate Owner made in writing to the Certificate
Administrator (accompanied by current verification of such Certificate Owner's
ownership interest). Such portion of such information as may be agreed upon by
the Depositor and the Certificate Administrator shall be furnished to any such
Person via overnight courier delivery or facsimile from the Certificate
Administrator; provided that the cost of such overnight courier delivery or
facsimile shall be an expense of the party requesting such information.
The Certificate Administrator shall only be obligated to deliver the
statements, reports and information contemplated by this Section 4.02(a) to the
extent it receives the necessary underlying information from the Special
Servicer or a Master Servicer, as applicable, and shall not be liable for any
failure to deliver any thereof on the prescribed due dates, to the extent caused
by failure to receive timely such underlying information. Nothing herein shall
obligate the Certificate Administrator or a Master Servicer to violate any
applicable law prohibiting disclosure of information with respect to any
Mortgagor and the failure of the Certificate Administrator, a Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.
(b) Not later than 1:00 p.m., New York City time, on the second
Business Day preceding each Distribution Date, each Master Servicer shall
furnish to the Certificate Administrator, the Depositor, the Special Servicer,
the master servicer in respect of any commercial mortgage securitization holding
a Pari Passu Non-Trust Mortgage Loan and the Underwriters, by electronic
transmission (or in such other form to which the Certificate Administrator, the
Depositor, the Special Servicer or the Underwriters, as the case may be, and the
subject Master Servicer may agree), an accurate and complete CMSA Loan Periodic
Update File providing the required information for the Trust Mortgage Loans for
which it is responsible (including, in the case of Master Servicer No. 1, the
Outside Serviced Trust Mortgage Loans based on information from the Outside
Servicers) as of such Determination Date. Not later than 2:00 p.m. New York City
time on the second Business Day preceding each Distribution Date, each Master
Servicer shall deliver to the Certificate Administrator notice of the Discount
Rate applicable to each Principal Prepayment received by such Master Servicer in
the related Collection Period.
In the performance of its obligations set forth in Section 4.05, and
its other duties hereunder, the Certificate Administrator may conclusively rely
on reports provided to it by each Master Servicer, and the Certificate
Administrator shall not be responsible to recompute, recalculate or verify the
information provided to it by a Master Servicer. In the case of information to
be furnished by a
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Master Servicer to the Certificate Administrator pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, such Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing a complete CMSA
Loan Periodic Update File caused by the Special Servicer's failure to timely
provide any report required under this Agreement and may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer.
SECTION 4.03 P&I Advances.
(a) On or before 1:30 p.m., New York City time, on each P&I
Advance Date, each Master Servicer shall (i) apply amounts in its Collection
Account received after the end of the related Collection Period or otherwise
held for future distribution to Certificateholders in subsequent months in
discharge of its obligation to make P&I Advances or (ii) subject to Section
4.03(c) below, remit from its own funds to the Certificate Administrator for
deposit into the Distribution Account an amount equal to the aggregate amount of
P&I Advances, if any, to be made by the subject Master Servicer in respect of
the related Distribution Date. Each Master Servicer may also make P&I Advances
in the form of any combination of clauses (i) and (ii) above aggregating the
total amount of P&I Advances to be made by the subject Master Servicer. Any
amounts held in a Collection Account for future distribution and so used to make
P&I Advances shall be appropriately reflected in the applicable Master
Servicer's records and replaced by the applicable Master Servicer by deposit in
such Collection Account on or before the next succeeding Determination Date (to
the extent not previously replaced through the deposit of Late Collections of
the delinquent principal and interest in respect of which such P&I Advances were
made). If, as of 3:00 p.m., New York City time, on any P&I Advance Date, a
Master Servicer shall not have made any P&I Advance required to be made by it on
such date pursuant to this Section 4.03(a) (and shall not have delivered to the
Trustee the requisite Officer's Certificate and documentation related to a
determination of nonrecoverability of a P&I Advance), then the Trustee shall
provide notice of such failure to a Servicing Officer of such Master Servicer by
facsimile transmission sent to (000) 000-0000, in the case of Master Servicer
No. 1, (000) 000-0000, in the case of Master Servicer No. 2, and (000) 000-0000,
in the case of Master Servicer No. 3 (or such alternative number provided by any
Master Servicer to the Trustee in writing) and by telephone at (000) 000-0000,
in the case of Master Servicer No. 1, (000) 000-0000 or (000) 000-0000, in the
case of Master Servicer No. 2, and (000) 000-0000, in the case of Master
Servicer No. 3 (or such alternative number provided by any Master Servicer to
the Trustee in writing) as soon as possible, but in any event before 4:00 p.m.,
New York City time, on such P&I Advance Date. If the Certificate Administrator
does not receive the full amount of such P&I Advances by 10:00 a.m., New York
City time, on the related Distribution Date, then, subject to Section 4.03(c),
(i) the Trustee (or a Fiscal Agent on its behalf) shall, no later than 11:00
a.m., New York City time, on such related Distribution Date make the portion of
such P&I Advances that was required to be, but was not, made by the defaulting
Master Servicer on such P&I Advance Date, and (ii) the provisions of Sections
7.01 and 7.02 shall apply. If the Trustee fails to make any such P&I Advance on
the related Distribution Date, but any Fiscal Agent makes such P&I Advance on
such date, then the Trustee shall be deemed not to be in default hereunder.
(b) The aggregate amount of P&I Advances to be made by each Master
Servicer (or, if necessary, by the Trustee or any Fiscal Agent) for any
Distribution Date shall, subject to Section 4.03(c) below, be equal to the
aggregate of all Periodic Payments (other than Balloon Payments) and any Assumed
Periodic Payments, net of related Master Servicing Fees (and, in the case of the
Outside Serviced Trust Mortgage Loans or any successor REO Trust Mortgage Loans
with respect
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thereto, further net of any related fees similar to Master Servicing Fees
payable to third parties with respect to the Outside Serviced Trust Mortgage
Loans or any successor REO Trust Mortgage Loans with respect thereto pursuant to
the related Outside Servicing Agreements), due or deemed due, as the case may
be, in respect of the Trust Mortgage Loans (including, without limitation,
Balloon Trust Mortgage Loans delinquent as to their respective Balloon Payments)
as to which the subject Master Servicer is acting in such capacity and any
successor REO Trust Mortgage Loans with respect thereto on their respective Due
Dates during the related Collection Period (or, in the case of a Late Payment
Date Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, during the calendar month in which the subject Distribution Date
occurs) to the extent such amount was not paid by or on behalf of the related
Mortgagor or otherwise collected (including as net income from REO Properties)
as of the close of business on the last day of related Collection Period (or, in
the case of the Outside Serviced Trust Mortgage Loans or any successor REO Trust
Mortgage Loans with respect thereto, actually received by the Certificate
Administrator or Master Servicer No. 1 as of 1:00 p.m., New York City time, on
the related P&I Advance Date); provided that, (i) if the Periodic Payment on any
Trust Mortgage Loan has been reduced in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20
(or, in the case of an Outside Serviced Trust Mortgage Loan, by the applicable
Outside Servicer pursuant to the relevant Outside Servicing Agreement), or if
the final maturity on any Trust Mortgage Loan shall be extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20 (or, in the case of an Outside Serviced Trust Mortgage
Loan, by the applicable Outside Servicer pursuant to the relevant Outside
Servicing Agreement), and the Periodic Payment due and owing during the
extension period is less than the related Assumed Periodic Payment, then the
applicable Master Servicer, the Trustee or any Fiscal Agent shall, as to such
Trust Mortgage Loan only, advance only the amount of the Periodic Payment due
and owing after taking into account such reduction (net of related Master
Servicing Fees) in the event of subsequent delinquencies thereon; and (ii) if it
is determined that an Appraisal Reduction Amount exists with respect to any
Required Appraisal Trust Mortgage Loan (or, in the case of an Outside Serviced
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, if it is determined by the applicable Outside Servicer and reported to
the applicable parties hereunder that an Appraisal Reduction Amount exists with
respect to an Outside Serviced Loan Combination and a portion thereof is
allocable to an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto), then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists with respect to the subject Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, the applicable Master Servicer, the Trustee or any
Fiscal Agent will be required in the event of subsequent delinquencies to
advance in respect of the subject Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, only an amount equal to the sum of (A) the amount of
the interest portion of the P&I Advance that would otherwise be required without
regard to this clause (ii), minus 1/12th of the product of (1) such Appraisal
Reduction Amount (or, in the case of a Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto that is part of a Loan Combination,
solely the portion of any Appraisal Reduction Amount with respect to such Loan
Combination that is allocable to such Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, in accordance with, or as contemplated by, the
definition of "Appraisal Reduction Amount") and (2) the weighted average of the
per annum Pass-Through Rates for such Distribution Date applicable to the
respective Classes of Principal Balance Certificates and Group FL REMIC II
Regular Interests to which such Appraisal Reduction Amount (or the applicable
portion thereof) is allocated pursuant to Section 4.04(d), weighted
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on the basis of the respective portions of such Appraisal Reduction Amount
allocable to such Classes of Principal Balance Certificates and such Group FL
REMIC II Regular Interests, and (B) the amount of the principal portion of the
P&I Advance that would otherwise be required without regard to this clause (y).
For the avoidance of doubt and subject to Section 4.03(c), Master
Servicer No. 1 (with respect to the Ala Moana Portfolio Trust Mortgage Loan and
any successor REO Trust Mortgage Loans), Master Servicer No. 2 (with respect to
the AmeriCold Trust Mortgage Loan and any successor REO Trust Mortgage Loans),
and the Trustee and any Fiscal Agent, as applicable, with respect to the Outside
Serviced Trust Mortgage Loans and any successor REO Trust Mortgage Loans with
respect thereto, shall each be required to make P&I Advances (and shall obtain
recovery with respect thereto) in the same way that such party is required to
make and recover P&I Advances with respect to any other Trust Mortgage Loan or
REO Trust Mortgage Loan in the Mortgage Pool.
If Master Servicer No. 1 or Master Servicer No. 2 (as the case may
be), the Trustee or any Fiscal Agent makes a P&I Advance with respect to an
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, then it shall promptly so notify the relevant Outside
Master Servicer of each such P&I Advance so made thereby and shall seek
reimbursement for such P&I Advance (together with interest thereon) out of
amounts otherwise payable with respect to such Outside Serviced Loan Combination
that includes such Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, to the maximum extent permitted by,
and out of amounts specified for such purpose under, the related Co-Lender
Agreement and/or the relevant Outside Servicing Agreement.
(c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. The determination by a Master
Servicer that it has made (or the determination by the Special Servicer that the
Master Servicer has made) a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered to the Fiscal Agent (if any),
the Trustee, the Certificate Administrator and the Depositor on or before the
related P&I Advance Date, setting forth the basis for such determination,
together with any other information, including Appraisals (the cost of which may
be paid out of the Collection Accounts pursuant to Section 3.03(e)) (or, if no
such Appraisal has been performed pursuant to this Section 4.03(c), a copy of an
Appraisal of the related Mortgaged Property performed within the 12 months
preceding such determination), related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged
Properties, engineers' reports, environmental surveys and any similar reports
that the subject Master Servicer or the Special Servicer may have obtained
consistent with the Servicing Standard and at the expense of the Trust Fund,
that support such determination by the subject Master Servicer or the Special
Servicer. In making a recoverability determination the applicable Person will be
entitled, but not obligated, to consider (among other things) the obligations of
the related Mortgagor under the terms of the related Trust Mortgage Loan as it
may have been modified, to consider (among other things) the related Mortgaged
Property in its "as is" or then current conditions and occupancies, as modified
by such Person's reasonable assumptions (consistent with the Servicing Standard)
regarding the possibility and effects of future adverse change with respect to
such Mortgaged Property, to estimate and consider (among other things) future
expenses, to estimate and consider (consistent with the Servicing Standard)
(among other things) the timing of recoveries, and to consider the existence and
amount of any outstanding Nonrecoverable Advances the
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reimbursement of which is being deferred pursuant to Section 3.05(a), together
with (to the extent accrued and unpaid) interest on such Advances. In addition,
any such Person may update or change its recoverability determinations at any
time, and the Master Servicers (consistent with the Servicing Standard) and the
Trustee each may obtain from the Special Servicer any Appraisals or market value
estimates or other information in the Special Servicer's possession for such
purposes.
With respect to the related Outside Serviced Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto, each of Master
Servicer No. 1 and Master Servicer No. 2 shall (subject to the second succeeding
sentence below) make its determination that it has made a Nonrecoverable P&I
Advance on such Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto or that any proposed P&I Advance, if made, would constitute
a Nonrecoverable P&I Advance with respect to such Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto independently of any
determination made by the servicer with respect to a commercial mortgage
securitization holding the promissory note for one of the related Non-Trust
Mortgage Loans. If the applicable Master Servicer determines, in accordance with
the provisions of this Agreement, that a proposed P&I Advance with respect to an
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, if made, or any outstanding P&I Advance with respect to
such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto previously made, would be, or is, as applicable, a Nonrecoverable
Advance, then the applicable Master Servicer will be required to provide the
servicer of each securitization that holds the promissory note for a related
Non-Trust Mortgage Loan written notice of such determination within one (1)
Business Day of the date of such determination.
In addition, if (i) the applicable Master Servicer reasonably
believes, in accordance with the Servicing Standard, that a P&I Advance with
respect to an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto constitutes or may, if made, constitute a
Nonrecoverable P&I Advance, and (ii) either (A) the applicable Master Servicer
has made a request for an appraisal with respect to the related Mortgaged
Property from the applicable Outside Servicer and has not obtained, (x) within
15 Business Days of such request, a response from the applicable Outside
Servicer indicating that an appraisal with respect to the related Mortgaged
Property would be performed within 60 days of the date of such response or has
been performed within the prior 12-month period (or such shorter period as the
applicable Master Servicer reasonably believes, in accordance with the Servicing
Standard, is necessary) preceding the date of such request, and (y) within 60
days of the date of such response, a copy of an appraisal report with respect to
the related Mortgaged Property, relating to an appraisal that has been performed
within the 12-month period (or such shorter period as the applicable Master
Servicer reasonably believes, in accordance with the Servicing Standard, is
necessary) preceding the date of receipt by the applicable Master Servicer that
complies with the requirements for such an appraisal under the terms of the
relevant Outside Servicing Agreement or this Agreement, or (B) the applicable
Master Servicer has made a request for an appraisal with respect to the related
Mortgaged Property from the applicable Outside Servicer and has been advised by
the applicable Outside Servicer that such an appraisal with respect to the
related Mortgaged Property will not be performed within the time periods
specified in clause (ii)(A) above, then the applicable Master Servicer may have
an appraisal performed with respect to the related Mortgaged Property by an
Independent Appraiser or other expert in real estate matters, which appraisal
shall take into account the factors specified in Section 3.18, and the cost of
which appraisal may be withdrawn from general collections on deposit in the
Collection Accounts. If, in connection with the foregoing, it is necessary for
Master Servicer No. 1 or Master Servicer No. 2, as applicable, to obtain an
appraisal, Master Servicer No. 1 or Master Servicer No. 2, as
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the case may be, shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.
On the fourth Business Day before each Distribution Date, the
Special Servicer shall report to each Master Servicer the Special Servicer's
determination as to whether each P&I Advance made with respect to any previous
Distribution Date or required to be made with respect to such Distribution Date
with respect to any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan is a Nonrecoverable P&I Advance. The Master Servicers, the Trustee and any
Fiscal Agent shall rely, conclusively, on such determination that a P&I Advance
is or would be a Nonrecoverable P&I Advance, and may rely conclusively on such a
determination that a P&I Advance is not or would not be a Nonrecoverable
Advance. The Trustee and the Fiscal Agent shall be entitled to rely,
conclusively, on any determination by a Master Servicer that a P&I Advance, if
made, would be a Nonrecoverable Advance (and the Trustee or any Fiscal Agent, as
applicable, shall rely on a Master Servicer's determination that the P&I Advance
would be a Nonrecoverable P&I Advance if the Trustee or the Fiscal Agent (if
any), as applicable, determines that it does not have sufficient time to make
such determination); provided, however, that, if a Master Servicer has failed to
make a P&I Advance for reasons other than a determination by such Master
Servicer that such P&I Advance would be Nonrecoverable P&I Advance, the Trustee
or the Fiscal Agent (if any) shall make such Advance within the time periods
required by Section 4.03(a) unless the Trustee or the Fiscal Agent (if any), as
applicable, in good faith, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. In
determining whether or not a P&I Advance previously made is, or a proposed P&I
Advance, if made, would be, a Nonrecoverable Advance, the Trustee shall be
subject to the standards set forth in Section 8.01(a) hereunder and the Fiscal
Agent (if any) shall use its reasonable good faith judgment.
(d) In connection with the recovery by a Master Servicer, the
Trustee or any Fiscal Agent of any P&I Advance out of a Collection Account
pursuant to Section 3.05(a), subject to the next sentence, such Master Servicer,
the Trustee or such Fiscal Agent, as the case may be, shall also be entitled to
be paid out of any amounts then on deposit in such Collection Account, interest
at the Reimbursement Rate in effect from time to time, compounded annually,
accrued on the amount of such P&I Advance (to the extent made with its own
funds) from the date made to but not including the date of reimbursement
(provided, however, no such interest shall accrue during the period through and
including the related Due Date or during any grace period under a Trust Mortgage
Loan), such interest to be payable, first out of late payment charges and
Penalty Interest on deposit in such Collection Account that were Received by the
Trust on the related Trust Mortgage Loan or REO Property during the Collection
Period in which such reimbursement is made, and then from general collections on
the Mortgage Pool then on deposit in such Collection Account; provided, however,
that if such P&I Advance was made with respect to an SLC Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto, then such interest
on such P&I Advance shall first be payable out of amounts on deposit in the
related SLC Custodial Account in accordance with, and if available pursuant to,
Section 3.05(e). Subject to the fourth paragraph of Section 3.05(a), each Master
Servicer shall reimburse itself, the Trustee or the Fiscal Agent (if any), as
applicable, for any outstanding P&I Advance made thereby as soon as practicable
after funds available for such purpose have been received by such Master
Servicer, and in no event shall interest accrue in accordance with this Section
4.03(d) on any P&I Advance as to which the corresponding payment of principal
and interest or Late Collection was received by a Master Servicer on or prior to
the related P&I Advance Date; and provided, further, in the case of P&I Advances
with respect to an Outside Serviced Trust Mortgage Loan or any successor
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REO Trust Mortgage Loan with respect thereto, the applicable Master Servicer
shall, no less often than monthly, notify the relevant Outside Master Servicer
of the interest accruing on such P&I Advances in accordance with this Section
4.03(d) and, to the maximum extent permitted by the related Co-Lender Agreement,
prior to paying such interest on such P&I Advances out of general collections in
respect of the Mortgage Pool on deposit in its Collection Account, shall seek
payment for such interest on such P&I Advances from the relevant Outside Master
Servicer out of amounts otherwise payable with respect to such Outside Serviced
Loan Combination to the maximum extent permitted by, and out of amounts
specified for such purpose under, the relevant Outside Servicing Agreement and
the related Co-Lender Agreement.
(e) In no event shall a Master Servicer, the Trustee or any Fiscal
Agent make a P&I Advance with respect to any Non-Trust Mortgage Loan.
SECTION 4.04 Allocation of Realized Losses and Additional Trust
Fund Expenses; Allocation of Mortgage Deferred
Interest; Allocation of Appraisal Reduction Amounts;
and Allocation of Prepayment Interest Shortfalls.
(a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Certificate Administrator shall
allocate to the respective Classes of Principal Balance Certificates (exclusive
of the Floating Rate Certificates) and the respective Group FL REMIC II Regular
Interests as follows the aggregate of all Realized Losses and Additional Trust
Fund Expenses that were incurred at any time following the Cut-off Date through
the end of the related Collection Period and in any event that were not
previously allocated pursuant to this Section 4.04(a) on any prior Distribution
Date, but only to the extent that (i) the aggregate Certificate Principal
Balance of the Principal Balance Certificates (exclusive of the Floating Rate
Certificates) and the Group FL REMIC II Regular Interests as of such
Distribution Date (after taking into account all of the distributions made on
such Distribution Date pursuant to Section 4.01), exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, sequentially to the Class
S, Class Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class
H, Class G, Class F, Class E, Class D, Class C and Class B; and then, pro rata
(based on remaining Class Principal Balances) to the Class A-J Certificates and
the Class A-JFL REMIC II Regular Interest, until the remaining Class Principal
Balances thereof are reduced to zero; and, then, pro rata (based on remaining
Class Principal Balances) to the Class A-M Certificates and the Class A-MFL
REMIC II Regular Interest, until the remaining Class Principal Balances thereof
are reduced to zero; and, then, pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates, the Class A-3B Certificates, the Class A-SB Certificates, the
Class A-4 Certificates and the Class A-1A Certificates and the Class A-4FL REMIC
II Regular Interest, until the respective remaining Class Principal Balances
thereof are reduced to zero. Any allocation of Realized Losses and Additional
Trust Fund Expenses to a Class of Principal Balance Certificates (exclusive of
the Floating Rate Certificates) or a Group FL REMIC II Regular Interest shall be
made by reducing the Class Principal Balance thereof by the amount so allocated.
Any Realized Losses and Additional Trust Fund Expenses allocated to the Class
A-4FL REMIC II Regular Interest shall, in turn, be deemed allocated to the Class
A-4FL Certificates; any Realized Losses and Additional Trust Fund Expenses
allocated to the Class A-MFL REMIC II Regular Interest shall, in turn, be deemed
allocated to the Class A-MFL Certificates; and any Realized Losses and
Additional Trust Fund Expenses allocated to the Class A-JFL REMIC II Regular
Interest shall, in turn, be deemed allocated to the Class A-JFL
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Certificates. All Realized Losses and Additional Trust Fund Expenses, if any,
allocated to a Class of Principal Balance Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. All Realized Losses and Additional Trust Fund
Expenses, if any, that have not been allocated to the Principal Balance
Certificates (exclusive of the Floating Rate Certificates) and/or the Group FL
REMIC II Regular Interests as of the Distribution Date on which the aggregate of
the Class Principal Balances of such Principal Balance Certificates and the
Group FL REMIC II Regular Interests has been reduced to zero, shall be deemed
allocated to the Class R Certificates.
(b) If the Class Principal Balance of any Class of Principal
Balance Certificates (exclusive of the Floating Rate Certificates) or any Group
FL REMIC II Regular Interest is reduced on any Distribution Date pursuant to
Section 4.04(a), then the REMIC I Principal Balance of the Corresponding REMIC I
Regular Interest with respect thereto shall be deemed to have first been reduced
by the exact same amount. All such reductions in the REMIC I Principal Balances
of the respective REMIC I Regular Interests shall be deemed to be an allocation
of Realized Losses and Additional Trust Fund Expenses.
On each Distribution Date, following the deemed distributions to be
made in respect of the Loan REMIC Regular Interests pursuant to Section 4.01(m),
the Loan REMIC Principal Balance of each Loan REMIC Regular Interest (after
taking account of such deemed distributions) shall be reduced to the extent
necessary (if at all) to equal the Stated Principal Balance of the related Early
Defeasance Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto that will be outstanding immediately following such Distribution
Date.
(c) On each Distribution Date, the amount of any Mortgage Deferred
Interest added to the unpaid principal balance of any Trust Mortgage Loan during
the related Collection Period will be allocated as Certificate Deferred Interest
to the respective Classes of Principal Balance Certificates (exclusive of the
Floating Rate Certificates) and the respective Group FL REMIC II Regular
Interests as follows: first, sequentially, to the Class S, Class Q, Class P,
Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F,
Class E, Class D, Class C and Class B Certificates, in that order, in each case
up to the amount of the Accrued Certificate Interest with respect to the subject
Class of Certificates for such Distribution Date; and then, to the Class A-J
Certificates and the Class A-JFL REMIC II Regular Interest, up to an amount
equal to, and pro rata as between the Class A-J Certificates and the Class A-JFL
REMIC II Regular Interest in accordance with, the Accrued Certificate Interest
in respect of each thereof for such Distribution Date; and then, to the Class
A-M Certificates and the Class A-MFL REMIC II Regular Interest, up to an amount
equal to, and pro rata as between the Class A-M Certificates and the Class A-MFL
REMIC II Regular Interest in accordance with, the Accrued Certificate Interest
in respect of each thereof for such Distribution Date; and then, to the Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-3B
Certificates, Class A-SB Certificates, Class A-4 Certificates and Class A-1A
Certificates and the Class A-4FL REMIC II Regular Interest, up to an amount
equal to, and pro rata as among such Classes of Certificates and such Group FL
REMIC II Regular Interest in accordance with, the Accrued Certificate Interest
in respect of each such Class of Certificates and such Group FL REMIC II Regular
Interest for such Distribution Date. On each Distribution Date, the Class
Principal Balance of each Class of Principal Balance Certificates and each Group
FL REMIC II Regular Interest to which Mortgage Deferred Interest has been
allocated shall be increased by the amount of Certificate Deferred Interest with
respect to such Class of Certificates or such Group FL REMIC II Regular
Interest, as the case may be, for such Distribution Date. The amount
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of Mortgage Deferred Interest allocated to any Class of Principal Balance
Certificates or any Group FL REMIC II Regular Interest on any Distribution Date
shall be allocated as REMIC I Deferred Interest to, and will increase the REMIC
I Principal Balance of the Corresponding REMIC I Regular Interest with respect
thereto. The amount of any Mortgage Deferred Interest in respect of any Early
Defeasance Trust Mortgage Loan shall be allocated as Loan REMIC Deferred
Interest to, and will increase the Loan REMIC Principal Balance of, the related
Loan REMIC Regular Interest. The allocations provided for in this Section
4.04(c) shall be made prior to any distributions or deemed distributions
required to be made hereunder on the subject Distribution Date.
(d) Any Appraisal Reduction Amount shall be allocated, only for
purposes of determining the amount of P&I Advances with respect to the related
Required Appraisal Trust Mortgage Loan (and, if applicable, the Outside Serviced
Trust Mortgage Loans) and as otherwise contemplated by the definition of "Voting
Rights", as follows: first, to the Class S, Class Q, Class P, Class O, Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C and Class B Certificates, in that order, up to the amount of their
respective Class Principal Balances; and, then, pro rata (based on remaining
Class Principal Balances) to the Class A-J Certificates and the Class A-JFL
REMIC II Regular Interest, up to the amount of their respective Class Principal
Balances; and, then, pro rata (based on remaining Class Principal Balances) to
the Class A-M Certificates and the Class A-MFL REMIC II Regular Interest, up to
the amount of their respective Class Principal Balances; and, then, pro rata
(based on remaining Class Principal Balances) to the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-3B Certificates,
the Class A-SB Certificates, the Class A-4 Certificates and the Class A-1A
Certificates and the Class A-4FL REMIC II Regular Interest. The applicable
Master Servicer shall report to the Certificate Administrator on or before each
Determination Date all Appraisal Reduction Amounts, and the Certificate
Administrator shall report to the applicable Master Servicer no later than 10:00
a.m. on the related P&I Advance Date, the Pass-Through Rates necessary to
calculate the reductions in P&I Advances required by Section 4.03.
(e) The Net Aggregate Prepayment Interest Shortfall for any
Distribution Date shall be allocated to each Class of Regular Certificates and
each Group FL REMIC II Regular Interest in an amount equal to the product of (i)
the amount of such Net Aggregate Prepayment Interest Shortfall, multiplied by
(ii) a fraction, the numerator of which is the Accrued Certificate Interest with
respect to such Class of Regular Certificates or such Group FL REMIC II Regular
Interest, as the case may be, for such Distribution Date (net, in the case of a
Class of Principal Balance Certificates or a Group FL REMIC II Regular Interest,
as the case may be, of any Certificate Deferred Interest with respect to such
Class of Principal Balance Certificates or such Group FL REMIC II Regular
Interest, as the case may be, for such Distribution Date), and the denominator
of which is the aggregate Accrued Certificate Interest with respect to all the
Classes of Regular Certificates and all the Group FL REMIC II Regular Interests
for such Distribution Date (net of the aggregate Certificate Deferred Interest
with respect to all the Classes of Principal Balance Certificates (other than
the Floating Rate Certificates) and all the Group FL REMIC II Regular Interests
for such Distribution Date). Any portion of the Net Aggregate Prepayment
Interest Shortfall for any Distribution Date that is so allocated to a Group FL
REMIC II Regular Interest shall, in turn, be deemed allocated to the related
Floating Rate Class.
The portion of the Net Aggregate Prepayment Interest Shortfall for
any Distribution Date that is allocable to any Class of Regular Certificates
(and, more particularly, in the case of the Class X Certificates, to a
particular Class X Component thereof) shall be deemed to have first been
allocated to such Class' (or, if applicable, to such Class X Component's)
Corresponding REMIC I Regular Interest.
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The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to a Group FL REMIC II Regular Interest
shall be deemed to have first been allocated to such Group FL REMIC II Regular
Interest's corresponding REMIC I Regular Interest.
SECTION 4.05 Calculations.
The Certificate Administrator shall, provided it receives the
necessary information from the Master Servicers and the Special Servicer, be
responsible for performing all calculations necessary in connection with the
actual and deemed distributions and allocations to be made pursuant to Section
4.01, Section 5.02(d) and Article IX and the actual and deemed allocations of
Realized Losses, Additional Trust Fund Expenses and other items to be made
pursuant to Section 4.04. The Certificate Administrator shall calculate the
Available Distribution Amount for each Distribution Date and shall allocate such
amount among Certificateholders in accordance with this Agreement, and the
Certificate Administrator shall have no obligation to recompute, recalculate or
verify any information provided to it by the Special Servicer or a Master
Servicer. The calculations by the Certificate Administrator of such amounts
shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.
(a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits X-0, X-0, X-0, X-0, X-0 and A-6, respectively;
provided that any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Regular Certificates and the Floating Rate Certificates shall initially be held
and transferred through the book-entry facilities of the Depository. The Regular
Certificates and the Floating Rate Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of not
less than $10,000 in the case of the Registered Certificates, $1,000,000 in the
case of the Class X Certificates, and $250,000 in the case of Non-Registered
Certificates (other than the Class R, Class X and Class Y Certificates), and in
each such case in integral multiples of $1 in excess thereof. The Class Y and
Class R Certificates shall be issuable in minimum denominations representing
Percentage Interests in the subject Class of not less than 10%.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Administrator by the Certificate
Registrar hereunder by an authorized signatory. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the officers or
authorized signatories of the Certificate Registrar shall be entitled to all
benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
SECTION 5.02 Registration of Transfer and Exchange of
Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securities and Trust Services--Citigroup Commercial Mortgage Trust 2007-C6)
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Certificate Administrator is
hereby initially appointed (and hereby agrees to act in accordance with the
terms hereof) as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar may appoint, by a written instrument delivered
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to the Depositor, the Certificate Administrator, the Trustee, the Special
Servicer and the Master Servicers, any other bank or trust company to act as
Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe; provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Certificate Administrator resigns or is
removed in accordance with the terms hereof, the successor certificate
administrator shall immediately succeed to its duties as Certificate Registrar.
The Depositor, the Certificate Administrator (if it is no longer the Certificate
Registrar), the Trustee, each Master Servicer and the Special Servicer shall
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register. Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, together with a written copy of the communication to be sent to
those other Certificateholders, the Certificate Registrar shall promptly furnish
such requesting Certificateholder with a list of the other Certificateholders of
record identified in the Certificate Register at the time of the request.
(b) No transfer of any Non-Registered Certificate or any interest
therein shall be made unless that transfer is made pursuant to an effective
registration statement under the Securities Act, and effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification.
If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial Transfer thereof by the
Depositor, the Initial Purchaser or their respective Affiliates or, as
contemplated by Section 5.03, any Transfer of a Global Certificate to a
successor Depository), then the Certificate Registrar shall refuse to register
such Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached as Exhibit G-1 hereto, and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached as either Exhibit G-2 hereto or (except in the case of the
Class R Certificates) as Exhibit G-3 hereto; or (ii) an Opinion of Counsel
reasonably satisfactory to the Certificate Registrar to the effect that the
prospective Transferee is a Qualified Institutional Buyer or (except in the case
of a Class R Certificate) an Institutional Accredited Investor and that such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, any Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.
No beneficial interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If a Transfer of any interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates is to be made without registration under the Securities Act (other
than in connection with the initial issuance of the Book-Entry Non-Registered
Certificate or a Transfer of any interest therein by the Depositor, the Initial
Purchaser or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit G-
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4, or (ii) an Opinion of Counsel to the effect that the prospective Transferee
is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act. If any Transferee of an interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the Opinion of Counsel or the certification described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit G-4 hereto are, with
respect to the subject Transfer, true and correct.
Notwithstanding the preceding paragraph, any interest in the Rule
144A Global Certificate for a Class of Book-Entry Non-Registered Certificates
may be transferred to any Non-United States Securities Person who takes delivery
in the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates, provided that the Certificate Owner desiring to
effect such Transfer (i) complies with the requirements for Transfers of
interests in such Regulation S Global Certificate set forth in the following
paragraph and (ii) delivers or causes to be delivered to the Certificate
Registrar and the Certificate Administrator (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate to be obtained by such Certificate Owner from its
prospective Transferee in accordance with the second sentence of the following
paragraph and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator, as transfer agent for the Depository, to approve the
debit of the account of a Depository Participant by a denomination of interests
in such Rule 144A Global Certificate, and approve the credit of the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, that is equal to the denomination of beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred.
Upon delivery to the Certificate Registrar and the Certificate Administrator of
such certifications and such orders and instructions, the Certificate
Administrator, subject to and in accordance with the applicable procedures of
the Depository, shall reduce the denomination of the Rule 144A Global
Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.
No beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates may be held by any Person
that is a United States Securities Person. Any Certificate Owner desiring to
effect any Transfer of a beneficial interest in the Regulation S Global
Certificate for any Class of Book-Entry Non-Registered Certificates shall be
required to obtain from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit G-5 hereto to the
effect that such Transferee is not a United States Securities Person. If any
Transferee of an interest in the Regulation S Global Certificate for any class
of Book-Entry Non-Registered Certificates does not, in connection with the
subject Transfer, deliver to the Transferor the certification described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit G-5 hereto are, with
respect to the subject Transfer, true and correct.
Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
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Certificates for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificates set forth in the
third paragraph of this Section 5.02(b) and (ii) delivers or causes to be
delivered to the Certificate Registrar and the Certificate Administrator (A) a
certificate from such Certificate Owner confirming its ownership of the
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate or Opinion of
Counsel to be obtained by such Certificate Owner from its prospective Transferee
in accordance with the second sentence of the third paragraph of this Section
5.02(b) and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the subject Class of Book-Entry Non-Registered Certificates to be
transferred. Upon delivery to the Certificate Registrar and the Certificate
Administrator of such certification(s) and/or Opinion of Counsel and such orders
and instructions, the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the Regulation S Global Certificate in respect of the subject Class of
Book-Entry Non-Registered Certificates, and increase the denomination of the
Rule 144A Global Certificate for such Class of Certificates, by the denomination
of the beneficial interest in such Class of Certificates specified in such
orders and instructions.
Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Certificate Administrator to debit the account
of a Depository Participant by the denomination of the transferred interests in
such Global Certificate. Upon delivery to the Certificate Registrar and the
Certificate Administrator of the certifications and/or opinions contemplated by
the second paragraph of this Section 5.02(b), the Certificate Administrator,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Global Certificate by the
denomination of the transferred interests in such Global Certificate, and shall
cause a Definitive Certificate of the same Class as such Global Certificate, and
in a denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with this
Agreement to the applicable Transferee.
None of the Depositor, the Certificate Administrator, the Trustee or
the Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
Transfer of any Non-Registered Certificate or interest therein without
registration or qualification. Any Holder or Certificate Owner of a
Non-Registered Certificate desiring to effect such a Transfer shall, and upon
acquisition of such a Certificate or interest therein shall be deemed to have
agreed to, indemnify the Certificate Administrator, the Certificate Registrar,
the Trustee, the Depositor and their respective Affiliates against any liability
that may result if the Transfer is not so exempt from
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the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
(c) No Transfer of a Certificate or any interest therein shall be
made (i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or the initial Transfer of a Non-Registered
Certificate or any interest therein by the Depositor or any of its Affiliates
or, as contemplated by Section 5.03, any Transfer of a Global Certificate to a
successor Depository, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, and any Certificate Owner transferring an interest
in a Global Certificate for any Class of Book-Entry Non-Registered Certificates
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing such Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) alternatively, except in the case of a Class Y or
Class R Certificate, a certification to the effect that the purchase and holding
of such Certificate or interest therein by such prospective Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code, by reason of Sections I and III of Department of
Labor Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but
only in the case of a Non-Registered Certificate that is an Investment Grade
Certificate (other than, if applicable, a Class Y or Class R Certificate) that
is being acquired by or on behalf of a Plan in reliance on the Exemption, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Certificate Administrator, the Depositor, any Mortgage Loan Seller, the Swap
Counterparty, any Master Servicer, the Special Servicer, any Sub-Servicer, any
Person responsible for servicing the Outside Serviced Trust Mortgage Loans or
any related REO Property, any Exemption-Favored Party or any Mortgagor with
respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Trust Mortgage Loans determined as of
the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y), and (if the subject
Certificate is a Floating Rate Certificate and the related Swap Agreement is
still in effect) a second certification to the effect that such Transferee's
acquisition and holding of such Floating Rate Certificate or an interest therein
are eligible for the exemptive relief available under at least one of Prohibited
Transaction Exemption 84-14, 90-1, 91-38, 95-60 or 96-23; or (iv) alternatively,
a certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Administrator or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section
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4975 of the Code or result in the imposition of an excise tax under Section 4975
of the Code. It is hereby acknowledged that the forms of certification attached
hereto as Exhibit H-1 (in the case of Definitive Non-Registered Certificates)
and Exhibit H-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) a
certification and/or Opinion of Counsel as required by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code. Each beneficial owner of a Floating Rate Certificate, or
any interest therein, is hereby deemed to have represented by virtue of its
acquisition of such Certificate, that either (i) it is not a Plan or person
using Plan assets or (ii) both (a) it is an "accredited investor" as defined in
Rule 501(a)(1) under the Securities Act, and the Exemption and (b) its
acquisition and holding of that Certificate or interest therein are eligible for
the exemptive relief available under at least one of Prohibited Transaction
Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.
(d) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Certificate
Administrator under clause (ii)(A) below to deliver payments to a Person other
than such Person and to have irrevocably authorized the Certificate
Administrator under clause (ii)(B) below to negotiate the terms of any mandatory
disposition and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a
Permitted Transferee and shall promptly notify the
Certificate Administrator, the Trustee and the
Certificate Registrar of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the
Certificate Registrar shall require delivery to it,
and shall not register the Transfer of any Class R
Certificate until its receipt, of an affidavit and
agreement substantially in the form attached hereto
as Exhibit I-1 (a "Transfer Affidavit and
Agreement"), from the proposed Transferee, in form
and substance satisfactory to the Certificate
Registrar, and upon which the Certificate Registrar
may, in the absence of actual knowledge by a
Responsible Officer of either the Certificate
Administrator or the Certificate Registrar to the
contrary, conclusively rely, representing and
warranting, among other things, that such
Transferee is a Permitted Transferee, that it is
not
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acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed
Transfer as a nominee, Certificate Administrator or
agent for any Person that is not a Permitted
Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it
will endeavor to remain a Permitted Transferee,
that it has historically paid its debts as they
have come due, intends to pay its debts as they
come due in the future and intends to pay all taxes
associated with the Class R Certificate as they
come due, and that it has reviewed the provisions
of this Section 5.02(d) and agrees to be bound by
them.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee
under clause (i)(B) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge
that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not
register the Transfer of an Ownership Interest in
the subject Class R Certificate to such proposed
Transferee. In addition, if a Responsible Officer
of the Certificate Registrar has actual knowledge
that the proposed Transferee is an entity
classified as a partnership under the Code, the
Certificate Registrar shall not register the
transfer of the subject Class R Certificate unless
at the time of transfer, the Certificate Registrar
has actual knowledge that all of the proposed
Transferee's beneficial owners are United States
Tax Persons.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (1)
to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person
attempts to Transfer its Ownership Interest in such
Class R Certificate and (2) not to Transfer its
Ownership Interest in such Class R Certificate
unless it provides to the Certificate Registrar a
certificate substantially in the form attached
hereto as Exhibit I-2 stating that, among other
things, it has no actual knowledge that such
prospective Transferee is not a Permitted
Transferee.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to
give the Certificate Administrator and the Trustee
written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury
regulations section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) (A) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Holder of
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such Class R Certificate that was in compliance with the provisions of
this Section 5.02(d) shall be restored, to the extent permitted by law, to
all rights as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. None of the Trustee, the
Certificate Administrator or the Certificate Registrar shall be under any
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(d) or for
making any payments due on such Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the provisions
of this Agreement.
(B) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the
restrictions in this Section 5.02(d), then, to the
extent that the retroactive restoration of the
rights of the preceding Holder of such Class R
Certificate as described in clause (ii)(A) above
shall be invalid, illegal or unenforceable, the
Certificate Administrator shall have the right,
without notice to the Holder or any prior Holder of
such Class R Certificate, to cause the transfer of
such Class R Certificate to a Permitted Transferee
on such terms as the Certificate Administrator may
choose. Such purported Transferee shall promptly
endorse and deliver such Class R Certificate in
accordance with the instructions of the Certificate
Administrator. Such Permitted Transferee may be the
Certificate Administrator itself or any Affiliate
of the Certificate Administrator. Any proceeds of
such sale, net of the commissions (which may
include commissions payable to the Certificate
Registrar or its Affiliates), expenses and taxes
due, if any, will be remitted by the Certificate
Administrator to such purported Transferee. The
terms and conditions of any sale under this clause
(ii)(B) shall be determined in the sole discretion
of the Certificate Administrator, and the
Certificate Administrator shall not be liable to
any Person having an Ownership Interest in a Class
R Certificate as a result of its exercise of such
discretion.
(iii) The Certificate Administrator shall make available to
the Internal Revenue Service and to those Persons specified by the REMIC
Provisions any information available to it which is necessary to compute
any tax imposed as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified Organization or
agent thereof, including the information described in Treasury regulations
sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
inclusions" of such Class R Certificate, and the Trustee, the Master
Servicers and the Special Servicer shall furnish to the Certificate
Administrator all information in its possession necessary for the
Certificate Administrator to discharge such obligation. The Transferor of
such Ownership Interest shall be responsible for the reasonable
compensation of the Certificate Administrator, the Trustee, the Master
Servicers and the Special Servicer for providing such information.
(iv) The provisions of this Section 5.02(d) set forth prior
to this clause (iv) may be modified, added to or eliminated; provided that
there shall have been delivered to the Trustee and the Certificate
Administrator the following:
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(A) written confirmation from each Rating Agency to the
effect that the modification of, addition to or
elimination of such provisions will not cause an
Adverse Rating Event with respect to any Class of
Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Trustee and the Certificate
Administrator, obtained at the expense of the party
seeking such modification of, addition to or
elimination of such provisions (but in no event at
the expense of the Trust Fund), to the effect that
doing so will not cause any REMIC Pool to (1) cease
to qualify as a REMIC or (2) be subject to an
entity-level tax caused by the Transfer of any
Class R Certificate to a Person which is not a
Permitted Transferee, or cause a Person other than
the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class
R Certificate to a Person that is not a Permitted
Transferee.
(e) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated Transferee or Transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.
(f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest in such Class, upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.
(g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(h) No service charge shall be imposed for any transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall
be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its
standard procedures.
(j) Upon request, the Certificate Registrar shall provide to the
Certificate Administrator, the Master Servicer, the Special Servicer and the
Depositor notice of each transfer of a Certificate and shall provide to each
such Person with an updated copy of the Certificate Register.
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(k) Each Person who has or who acquires any Ownership Interest in
a Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of the intercreditor,
co-lender and similar agreements, including the Co-Lender Agreements, affecting
such Certificate.
SECTION 5.03 Book-Entry Certificates.
(a) Each Class of Regular Certificates and each Class of Floating
Rate Certificates shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
in Section 5.02(b) and in Section 5.03(c) below, transfer of such Certificates
may not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.02(b) and in Section 5.03(c) below, shall not be entitled
to definitive, fully registered Certificates ("Definitive Certificates") in
respect of such Ownership Interests. The Class A-4FL, 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 and Class S Certificates initially sold to Qualified Institutional
Buyers in reliance on Rule 144A or in reliance on another exemption from the
registration requirements of the Securities Act shall, in the case of each such
Class, be represented by the Rule 144A Global Certificate for such Class, which
shall be deposited with the Certificate Administrator as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository. The Class A-4FL, 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 and Class S
Certificates initially sold in offshore transactions in reliance on Regulation S
shall, in the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Certificate
Administrator as custodian for the Depository and registered in the name of Cede
& Co. as nominee of the Depository. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing each such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures. Each
Certificate Owner is deemed, by virtue of its acquisition of an Ownership
Interest in the applicable Class of Book-Entry Certificates, to agree to comply
with the transfer requirements provided for in Section 5.02.
(b) The Trustee, the Certificate Administrator, the Master
Servicers, the Special Servicer, the Depositor and the Certificate Registrar may
for all purposes, including the making of payments due on the Book-Entry
Certificates, deal with the Depository as the authorized representative of the
Certificate Owners with respect to such Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Certificate Administrator may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
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(c) If (i)(A) the Depositor advises the Certificate Administrator
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to a
Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate
a qualified successor, or (ii) the Depositor advises the Depository of its
intent to terminate the book-entry system through the Depository with respect to
a Class of Book-Entry Certificates and (in the event applicable law and/or the
Depository's procedures require that the Depository Participants holding
Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal
request to the Depository in order to so terminate the book-entry system) the
Depositor additionally notifies those Depository Participants and those
Depository Participants submit a withdrawal request with respect to such
termination, then the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.
Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicers, the Special Servicer, the Certificate Administrator, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates
for purposes of evidencing ownership of any Class of Registered Certificates,
the registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, none of
the Certificate Administrator, the Trustee or the Certificate Registrar shall
have any responsibility whatsoever to monitor or restrict the transfer of
ownership interests in any Certificate (including but not limited to any
Non-Registered Certificate) which interests are transferable through the
book-entry facilities of the Depository.
SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Certificate Administrator and the Certificate Registrar such security or
indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Certificate Administrator and the
Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same
Class and like Percentage Interest. Upon the issuance of any new Certificate
under this section, the Certificate Administrator and the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Certificate Administrator and
the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this section shall constitute complete and indefeasible
evidence of
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ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.05 Persons Deemed Owners.
Prior to due presentment for registration of transfer, the
Depositor, the Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, the Certificate Registrar and any agent of any of
them may treat the Person in whose name any Certificate is registered as of the
related Record Date as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and may treat the person whose
name each Certificate is registered as of the date of determination as the owner
of such Certificate for all other purposes whatsoever and none of the Depositor,
the Master Servicers, the Special Servicer, the Certificate Administrator, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.
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ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01 Liability of Depositor, Master Servicers and Special
Servicer.
The Depositor, the Master Servicers and the Special Servicer shall
be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicers and the Special Servicer herein.
SECTION 6.02 Merger, Consolidation or Conversion of Depositor or
Master Servicer or Special Servicer.
Subject to the following paragraph, the Depositor, the Master
Servicers and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, national banking association or other
legal entity, under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation, national banking association or other foreign legal
entity, in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Serviced Mortgage Loans and to perform its respective
duties under this Agreement, and each Master Servicer shall keep in full effect
its existence and rights as a national banking association under the laws of the
United States.
The Depositor, a Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which, in the case of a Master
Servicer or the Special Servicer, may be limited to all or substantially all of
its assets related to commercial mortgage loan servicing) to any Person, in
which case any Person resulting from any merger or consolidation to which the
Depositor, a Master Servicer or the Special Servicer shall be a party, or any
Person succeeding to the business (which, in the case of a Master Servicer or
the Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, such Master Servicer or the Special Servicer, shall
be the successor of the Depositor, such Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of such Master Servicer or the Special
Servicer unless (i) as evidenced in writing by the Rating Agencies and any
applicable Other Rating Agencies, such succession will not result in an Adverse
Rating Event with respect to any Class of Certificates or, if a Specially
Designated Non-Trust Mortgage Loan is affected, any class of related Specially
Designated Non-Trust Mortgage Loan Securities and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.
SECTION 6.03 Limitation on Liability of Depositor, Master
Servicer and Special Servicer.
None of the Depositor, a Master Servicer or the Special Servicer, or
any director, officer, employee or agent of any of them, shall be under any
liability to the Trust Fund, the Trustee, the
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Certificateholders or, with respect to any Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s) for any action taken, or
not taken, in good faith pursuant to this Agreement (including any action taken,
or not taken, in good faith pursuant to any Co-Lender Agreement as required
pursuant to the terms of this Agreement), or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, a Master Servicer
or the Special Servicer against any liability to the Trust Fund, the Trustee,
the Certificateholders or, with respect to any Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s) for the breach of a
representation or warranty made herein by such party, or against any expense or
liability specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof, or against any liability which would
otherwise be imposed by reason of misfeasance, bad faith or negligence in the
performance of, or negligent disregard of, obligations or duties hereunder. The
Depositor, each Master Servicer, the Special Servicer and any director, officer,
employee or agent of the Depositor, a Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, each Master Servicer, the Special Servicer and any
director, member, manager, officer, employee or agent of the Depositor, a Master
Servicer or the Special Servicer shall be indemnified and held harmless by the
Trust Fund against any loss, liability or reasonable expense incurred in
connection with this Agreement or the Certificates (including, without
limitation, the distribution or posting of reports or other information as
contemplated by this Agreement), other than Advances (the reimbursement of which
is otherwise provided for hereunder) and other than any loss, liability or
expense: (i) specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof; (ii) that constitutes (A) amounts
payable as compensation to any Sub-Servicer retained by a Master Servicer or the
Special Servicer or (B) expenses described in the last sentence of the
definition of Servicing Advances; (iii) incurred in connection with any breach
of a representation or warranty made by such Person herein; or (iv) incurred by
reason of such Person's willful misfeasance, bad faith or negligence in the
performance of, or negligent disregard of, obligations or duties hereunder;
provided, however, that if and to the extent that any Serviced Loan Combination
and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such
expenses, costs and liabilities shall be payable out of the related SLC
Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to
a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust
Mortgage Loan with respect thereto), shall also be payable out of the applicable
Collection Account as and to the extent permitted by Section 3.05(a); and
provided, further, that in making a determination as to whether any such
indemnity is solely attributable to a Serviced Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), the fact that any legal
action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall
not create a presumption that such indemnity is solely attributable thereto.
None of the Depositor, any Master Servicer or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and, unless
it is specifically required hereunder to bear the costs of such legal action, in
its opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, a Master Servicer or the Special Servicer may in
its discretion undertake any such action which it may deem necessary or
desirable with respect to the enforcement and/or protection of the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust, and the Depositor, the Master Servicers and the Special Servicer shall be
entitled to be reimbursed therefor from the applicable Collection Account as
provided in Section 3.05(a); provided, however, that if and to the extent that
any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan
Noteholder is
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involved, such expenses and costs (to the extent reasonable and customary), and
such liabilities shall be payable out of the related SLC Custodial Account
pursuant to Section 3.05(e) and, if not solely attributable to a Serviced
Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan
with respect thereto), shall also be payable out of the applicable Collection
Account as and to the extent permitted by Section 3.05(a). In no event shall a
Master Servicer or the Special Servicer be liable or responsible for any action
taken or omitted to be taken by the other of them or by the Depositor, the
Certificate Administrator, the Trustee or any Certificateholder, subject to the
provisions of Section 8.05(b).
SECTION 6.04 Resignation of a Master Servicer and the Special
Servicer.
The Master Servicers and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of a Master Servicer or
the Special Servicer, as the case may be, so causing such a conflict being of a
type and nature carried on by a Master Servicer or the Special Servicer, as the
case may be, at the date of this Agreement). Any such determination requiring
the resignation of a Master Servicer or the Special Servicer, as applicable,
shall be evidenced by an Opinion of Counsel to such effect which shall be
delivered to the Trustee. Unless applicable law requires a Master Servicer's or
Special Servicer's resignation to be effective immediately, and the Opinion of
Counsel delivered pursuant to the prior sentence so states, no such resignation
shall become effective until the Trustee or other successor shall have assumed
the responsibilities and obligations of the resigning party in accordance with
Section 7.02 hereof. The Master Servicers and the Special Servicer shall each
have the right to resign at any other time; provided that (i) a willing
successor thereto has been found by the resigning Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies and any applicable
Other Rating Agency confirms in writing that the successor's appointment will
not result in an Adverse Rating Event with respect to any Class of Certificates
or, if a Specially Designated Non-Trust Mortgage Loan is involved, any class of
related Specially Designated Non-Trust Mortgage Loan Securities, (iii) the
resigning party pays all costs and expenses in connection with such transfer,
and (iv) the successor accepts such appointment, and assumes the
responsibilities and obligations of the resigning party hereunder, prior to the
effectiveness of such resignation. No Master Servicer or Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.
Consistent with the foregoing, no Master Servicer or Special
Servicer shall, except as expressly provided herein, assign or transfer any of
its rights, benefits or privileges hereunder to any other Person, or, except as
provided in Sections 3.22 and 4.06, delegate to or subcontract with, or
authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of a Master Servicer or the Special Servicer are transferred
to a successor thereto, the Master Servicing Fee or the Special Servicing Fee,
as the case may be, that accrues pursuant hereto from and after the date of such
transfer shall be payable to such successor.
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SECTION 6.05 Rights of Depositor, Certificate Administrator and
Trustee in Respect of the Master Servicers and the
Special Servicer.
The Master Servicers and the Special Servicer shall each afford the
Depositor, the Underwriters, the Certificate Administrator and the Trustee, upon
reasonable notice, during normal business hours access to all records maintained
thereby in respect of its rights and obligations hereunder and access to
officers thereof responsible for such obligations. Upon reasonable request, the
Master Servicers and the Special Servicer shall each furnish the Depositor, the
Underwriters, the Certificate Administrator and the Trustee with its most recent
publicly available financial statements (or those of its corporate parent) and
such other information as it possesses, and which it is not prohibited by
applicable law or contract from disclosing, regarding its business, affairs,
property and condition, financial or otherwise, except to the extent such
information constitutes proprietary information or is subject to a privilege
under applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicers and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of a Master Servicer or Special Servicer hereunder or exercise the
rights of a Master Servicer or the Special Servicer hereunder; and provided,
however, that no Master Servicer or Special Servicer shall be relieved of any of
its obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by a Master Servicer or the Special Servicer and is not
obligated to supervise the performance of a Master Servicer or the Special
Servicer under this Agreement or otherwise.
SECTION 6.06 Depositor, Master Servicers and Special Servicer to
Cooperate with Trustee and Certificate
Administrator.
The Depositor, the Master Servicers and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee and Certificate Administrator in order to enable it to
perform its duties hereunder.
SECTION 6.07 Depositor, Special Servicer, the Certificate
Administrator and Trustee to Cooperate with Master
Servicer.
The Depositor, the Special Servicer, the Certificate Administrator
and the Trustee shall each furnish such reports, certifications and information
as are reasonably requested by any Master Servicer in order to enable it to
perform its duties hereunder.
SECTION 6.08 Depositor, Master Servicers, the Certificate
Administrator and Trustee to Cooperate with Special
Servicer.
The Depositor, the Master Servicers, the Certificate Administrator
and the Trustee shall each furnish such reports, certifications and information
as are reasonably requested by the Special Servicer in order to enable it to
perform its duties hereunder.
SECTION 6.09 Designation of Special Servicer by the Controlling
Class Certificateholders and Others.
(a) Subject to the terms of this section and, in the case of a .
Loan Combination, the terms of the related Co-Lender Agreement, the Holder or
Holders of the Certificates evidencing a
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majority of the Voting Rights allocated to the Controlling Class may at any time
and from time to time designate a Person meeting the requirements set forth in
Section 6.04 (including, without limitation, Rating Agency and, if applicable,
Other Rating Agency confirmation) to serve as Special Servicer hereunder and to
replace any existing Special Servicer without cause or any Special Servicer that
has resigned or otherwise ceased to serve in such capacity; provided that such
Holder or Holders shall pay all costs related to the transfer of servicing if
the Special Servicer is replaced other than due to an Event of Default. Such
Holder or Holders shall so designate a Person to serve as replacement Special
Servicer by the delivery to the Trustee, the Certificate Administrator, the
Master Servicers, each Serviced Non-Trust Mortgage Loan Noteholder and the
existing Special Servicer of a written notice stating such designation. The
Trustee shall, promptly after receiving any such notice, deliver to the Rating
Agencies (and any Other Rating Agency that may be rating any Specially
Designated Non-Trust Mortgage Loan Securities) an executed Notice and
Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have
not replaced a Special Servicer within 30 days of such Special Servicer's
resignation or the date such Special Servicer has ceased to serve in such
capacity, and subject to the prior rights of any Person(s) to appoint a special
service with respect to any particular Serviced Trust Mortgage Loan or Serviced
Loan Combination in accordance with Section 6.09(b), the Trustee shall designate
a successor Special Servicer, subject to removal by the Holder or Holders of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class or as and to the extent otherwise so provided in Section
6.09(b), and appointment of a successor thereto pursuant to the terms of this
Section 6.09. Subject to the provisos to the first sentence of this Section
6.09(a), any Person designated pursuant to this Section 6.09(a), whether
designated by Holders of the Controlling Class or by the Trustee, shall become
the Special Servicer, subject to satisfaction of the other conditions set forth
below, on the date that the Trustee shall have received written confirmation
from all of the Rating Agencies (and any Other Rating Agency that may be rating
any Specially Designated Non-Trust Mortgage Loan Securities) that the
appointment of such Person will not result in an Adverse Rating Event with
respect to one or more Classes of the Certificates (or, if applicable, one or
more classes of Specially Designated Non-Trust Mortgage Loan Securities);
provided that such confirmation need not be obtained from Fitch if the
designated Person is rated at least "CSS2" by Fitch as a special servicer. The
appointment of such designated Person as Special Servicer shall also be subject
to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer
in the form attached hereto as Exhibit J-2, executed by the designated Person,
and (2) an Opinion of Counsel (at the expense of the Person designated to become
the Special Servicer) to the effect that the designation of such Person to serve
as Special Servicer is in compliance with this Section 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Subject to the provisos to the first sentence of this Section
6.09(a), any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that the resigning Special Servicer shall continue
to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation (including
Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected
Mortgage Loans prior to its resignation or are otherwise payable to the
terminated or resigning Special Servicer pursuant to Section 3.11(c)), and it
shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such resignation. Such resigning Special Servicer shall cooperate with the
Trustee and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer within two (2) Business Days to the replacement
Special Servicer for administration by it of all cash amounts
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that shall at the time be or should have been credited by the Special Servicer
to a Collection Account, an SLC Custodial Account, a Servicing Account, a
Reserve Account or an REO Account or delivered to the Master Servicers or that
are thereafter received with respect to Specially Serviced Mortgage Loans and
Administered REO Properties.
For purposes of exercising any rights that the holder of the
Mortgage Note for any SLC Trust Mortgage Loan may have under the related
Co-Lender Agreement to replace and/or appoint a special servicer with respect to
the related Serviced Loan Combination, the Holder or, collectively, the Holders
of Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class shall be the designee of the Trust, as such noteholder, and
the Trustee shall take such actions as may be necessary under the related
Co-Lender Agreement to effect such designation.
Notwithstanding the foregoing, if the Controlling Class of
Certificates consists of Book-Entry Certificates, then the rights of the Holders
of the Controlling Class of Certificates set forth above in this Section 6.09
may be exercised directly by the relevant Certificate Owner(s); provided that
the identity of such Certificate Owner(s) has been confirmed to the Trustee to
its reasonable satisfaction.
(b) Pursuant to Section 2(j) of the 000 Xxxx Xxxxxxx Co-Lender
Agreement, the termination of the Special Servicer and the appointment of
successor Special Servicer with respect to the 000 Xxxx Xxxxxxx Loan Combination
must be consented to by (i) a majority of the holders of the Controlling Class
and (ii)(x) a majority of the holders of the controlling class of each of the
000 Xxxx Xxxxxxx Non-Trust Mortgage Loans (to the extent that any of such loans
are included in a securitization or (y) if such loan or loans are not included
in a securitization, the majority of the holders of each of the 000 Xxxx Xxxxxxx
Non-Trust Mortgage Loans, as applicable.
For so long as it is the Greensboro Corporate Center Controlling
Party, the related Non-Trust Mortgage Loan Noteholder shall be entitled to
replace the Greensboro Corporate Center Special Servicer subject to the
Greensboro Corporate Center Co-Lender Agreement and the same terms and
conditions as would be applicable in such regard to the Holder(s) of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class, and the Holders of the Controlling Class may not replace the
Special Servicer for the Greensboro Corporate Center Loan Combination until the
Trust is the Greensboro Corporate Center Controlling Party.
With respect to the DDR Southeast Pool Loan Combination, the
Controlling Class Representative is required to consult with, but is not
obligated to follow the advice of, the controlling class representative of each
of the DDR Southeast Pool Non-Trust Mortgage Loans (to the extent that any of
such loans are included in a securitization) or, if such loan or loans are not
included in a securitization, the related DDR Southeast Pool Non-Trust Mortgage
Loan Noteholders, as applicable, prior to the termination of the Special
Servicer and the appointment of a successor Special Servicer.
(c) If a replacement special servicer is appointed with respect to
a Serviced Loan Combination or any related REO Property in accordance with
Section 6.09(b) or 7.01(c) such that there are multiple parties acting as
Special Servicer hereunder, then, unless the context clearly requires otherwise:
(i) when used in the context of imposing duties and obligations on the Special
Servicer hereunder or the performance of such duties and obligations, the term
"Special Servicer" shall mean the applicable SLC Special Servicer, insofar as
such duties and obligations relate to the subject Serviced Loan Combination or
any related REO Property, and shall mean the General Special Servicer (as
defined below), in all other cases (provided that, in Section 3.13, Section 3.14
and Section 3.15, the term
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"Special Servicer" shall mean each of the SLC Special Servicers and the General
Special Servicer); (ii) when used in the context of identifying the recipient of
any information, funds, documents, instruments and/or other items, the term
"Special Servicer" shall mean the applicable SLC Special Servicer, insofar as
such information, funds, documents, instruments and/or other items relate to the
subject Serviced Loan Combination or any related REO Property, and shall mean
the General Special Servicer, in all other cases; (iii) when used in the context
of granting the Special Servicer the right to purchase Defaulted Trust Mortgage
Loans pursuant to Section 3.18, the term "Special Servicer" shall mean the
General Special Servicer only; (iv) when used in the context of granting the
Special Servicer the right to purchase all of the Trust Mortgage Loans and any
REO Properties remaining in the Trust Fund pursuant to Section 9.01, the term
"Special Servicer" shall mean the General Special Servicer only; (v) when used
in the context of the Special Servicer being replaced, pursuant to Section
6.09(a), by the Holder or Holders of a majority of the Voting Rights allocated
to the Controlling Class, the term "Special Servicer" shall mean the General
Special Servicer or each of the SLC Special Servicers, as applicable; (vi) when
used in the context of granting the Special Servicer any protections,
limitations on liability, immunities and/or indemnities hereunder, the term
"Special Servicer" shall mean each of the SLC Special Servicers and the General
Special Servicer; and (vii) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant
hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise holding the Special Servicer
responsible for any of the foregoing, the term "Special Servicer" shall mean the
applicable SLC Special Servicer or the General Special Servicer, as applicable.
References in this Section 6.09(c) to "General Special Servicer"
means the Person performing the duties and obligations of special servicer with
respect to the Mortgage Pool (exclusive of any Serviced Loan Combination or
related REO Property as to which a different SLC Special Servicer has been
appointed with respect thereto).
SECTION 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.
A Master Servicer or an Affiliate of a Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not a Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which a Master Servicer or the Special Servicer or an Affiliate of a Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, such
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that is not expressly prohibited by the
terms hereof and would not, in such Master Servicer's or the Special Servicer's
good faith judgment, violate the Servicing Standard, but that, if taken, might
nonetheless, in such Master Servicer's or the Special Servicer's reasonable,
good faith judgment, be considered by other Persons to violate the Servicing
Standard, then such Master Servicer or the Special Servicer may (but need not)
seek the approval of the Certificateholders to such action by delivering to the
Certificate Administrator a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by such Master Servicer or the Special
Servicer or an Affiliate of such Master Servicer or the Special Servicer, and
(c) describes in reasonable detail the action that such Master Servicer or the
Special Servicer proposes to take. The Certificate Administrator,
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upon receipt of such notice, shall forward it to the Certificateholders (other
than such Master Servicer and its Affiliates or the Special Servicer and its
Affiliates, as appropriate), together with such instructions for response as the
Certificate Administrator shall reasonably determine. If at any time
Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by such Master Servicer or its Affiliates or the Special Servicer or its
Affiliates) shall have failed to object in writing to the proposal described in
the written notice, and if such Master Servicer or the Special Servicer shall
act as proposed in the written notice within 30 days, such action shall be
deemed to comply with, but not modify, the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from such Master Servicer or
the Special Servicer, as applicable, for the reasonable expenses of the
Certificate Administrator incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that a Master Servicer or the Special Servicer
be permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.
SECTION 6.11 The Controlling Class Representative.
(a) Subject to Sections 6.12 and 6.13 of this Agreement and the
terms of the related Co-Lender Agreement, in the case of the Serviced Loan
Combinations, the Controlling Class Representative will be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid an Adverse REMIC Event or the violation of the
Servicing Standard and except as set forth in, and in any event subject to, the
second paragraph of this Section 6.11(a), the Special Servicer will not be
permitted to take, or consent to the applicable Master Servicer taking, any of
the following actions as to which the Controlling Class Representative has
objected in writing within ten (10) Business Days of being notified thereof and
having received the information reasonably necessary to make an informed
decision with respect thereto, which notification with respect to the action
described in clause (vi) below shall be copied by the Special Servicer to the
applicable Master Servicer (provided that, if such written objection has not
been received by the Special Servicer within such ten (10) Business Day period,
then the Controlling Class Representative's approval will be deemed to have been
given):
(i) any foreclosure upon or comparable conversion (which
may include acquisitions of an REO Property) of the ownership of
properties securing such of the Specially Serviced Trust Mortgage Loans as
come into and continue in default;
(ii) any modification of a Money Term (other than late
payment charge and Default Interest provisions) or material non-monetary
term of a Trust Mortgage Loan, but excluding a modification consisting of
the extension of the maturity date of a Trust Mortgage Loan for one (1)
year or less;
(iii) any proposed sale of an REO Property (other than in
connection with the termination of the Trust Fund) for less than the
related Purchase Price;
(iv) any determination to bring an REO Property into
compliance with applicable environmental laws or to otherwise address
Hazardous Materials located at an REO Property;
(v) any release of collateral (other than funds from
Servicing Accounts), or acceptance of substitute or additional collateral,
for a Trust Mortgage Loan unless required by
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specific conditions with no lender discretion in the related Trust
Mortgage Loan documents and/or applicable law;
(vi) any waiver of a "due-on-sale" clause or
"due-on-encumbrance" clause or consent to any transfer or encumbrance
where lender discretion is permitted;
(vii) any acceptance of an assumption agreement releasing a
Mortgagor from liability under a Trust Mortgage Loan (other than in
connection with a defeasance permitted under the terms of the applicable
Trust Mortgage Loan Documents);
(viii) any change in the property manager for Serviced Trust
Mortgage Loans with an unpaid principal balance in excess of $5,000,000;
and
(ix) any change in franchise for a hospitality Mortgaged
Property;
provided that if the Special Servicer determines that immediate action is
necessary to protect the interests of the Certificateholders (as a collective
whole), it may take such action without waiting for a response from the
Controlling Class Representative; and provided, further that the foregoing
rights of the Controlling Class Representative shall not relate to (x) a
Serviced Pari Passu Loan Combination, the Greensboro Corporate Center Loan
Combination or any related REO Property, regarding which the rights and powers
of the specified Persons set forth under Section 6.12 or 6.13, as applicable,
are instead applicable, or (y) any Outside Serviced Trust Mortgage Loan or any
related REO Property, regarding which the related Co-Lender Agreement and the
relevant Outside Servicing Agreement governs.
In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions (other
than with respect to a Serviced Pari Passu Loan Combination or any related REO
Property, or the Greensboro Corporate Center Loan Combination or any related REO
Property or an Outside Serviced Loan Combination or any related REO Property) as
the Controlling Class Representative may deem advisable or as to which provision
is otherwise made in this Agreement; provided that, notwithstanding anything
herein to the contrary no such direction, and no objection contemplated by the
preceding paragraph, may (and the applicable Master Servicer or the Special
Servicer, as applicable, shall disregard any such direction or objection that
would) require or cause such Master Servicer or the Special Servicer to violate
any applicable law, any provision of this Agreement, any applicable Co-Lender
Agreement or any Trust Mortgage Loan or the REMIC Provisions, including, without
limitation, such Master Servicer's or the Special Servicer's obligation to act
in accordance with the Servicing Standard, or expose the applicable Master
Servicer, the Special Servicer, the Trust Fund, the Certificate Administrator or
the Trustee or their respective Affiliates, officers, directors, employees or
agents to any claim, suit or liability, or materially expand the scope of the
applicable Master Servicer's or the Special Servicer's responsibilities
hereunder or cause the applicable Master Servicer or the Special Servicer to
act, or fail to act, in a manner which in the reasonable judgment of the
applicable Master Servicer or the Special Servicer, as the case may be, is not
in the best interests of the Certificateholders and, in the case of a Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s).
For the avoidance of doubt, a Master Servicer and/or the Special Servicer shall
disregard any direction or objection of any party (including, without
limitation, of the Controlling Class Representative) if such direction and/or
objection causes such Master Servicer or the Special Servicer to violate the
Servicing Standard, any applicable law, any provision of this Agreement, any
applicable Co-Lender Agreement or any Trust Mortgage Loan or the REMIC
Provisions or expose such Master Servicer, the Special Servicer, the Trust Fund,
the Certificate
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Administrator or the Trustee or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, or materially
expand the scope of such Master Servicer's or the Special Servicer's
responsibility hereunder or cause such Master Servicer or the Special Servicer
to act, or fail to act, in a manner which in the reasonable judgment of such
Master Servicer or the Special Servicer is not in the best interest of the
Certificateholders and, in the case of a Serviced Loan Combination, the related
Non-Trust Mortgage Loan Noteholder(s) or is inconsistent with the Servicing
Standard.
Any right to take any action, grant or withhold any consent or
otherwise exercise any right, election or remedy afforded the Controlling Class
Representative under this Agreement may, unless otherwise expressly provided
herein to the contrary, be affirmatively waived by the Controlling Class
Representative by written notice given to the Trustee or the applicable Master
Servicer, as applicable. Upon delivery of any such notice of waiver given by the
Controlling Class Representative, any time period (exclusive or otherwise)
afforded the Controlling Class Representative to exercise any such right, make
any such election or grant or withhold any such consent shall thereupon be
deemed to have expired with the same force and effect as if the specific time
period set forth in this Agreement applicable thereto had itself expired.
The Controlling Class Representative is hereby authorized to
exercise the rights and powers, if any, of the holder of the Mortgage Note for
each Outside Serviced Trust Mortgage Loan under the related Co-Lender Agreement
(and any corresponding provisions of the related Outside Servicing Agreement),
to exercise, either individually or together with the holders of the promissory
notes for the related Non-Trust Mortgage Loans, as the case may be, consent
rights, consultation rights, rights to direct servicing and rights to replace
the related Outside Special Servicer. Promptly following the initial such
appointment of a Controlling Class Representative and any subsequent such
appointment of a successor Controlling Class Representative with respect to an
Outside Serviced Trust Mortgage Loan, the Trustee shall inform the related
Outside Servicers and the related Non-Trust Mortgage Loan Noteholders (and from
time to time shall ensure that such parties remain similarly informed) that the
Controlling Class Representative is entitled, to the full extent permitted under
the related Co-Lender Agreement, to exercise such rights and powers, if any, of
the holder of the Mortgage Note for the subject Outside Serviced Trust Mortgage
Loan under the related Co-Lender Agreement (and any corresponding provisions of
the related Outside Servicing Agreement) referred to in the prior sentence, and,
further, the Trustee shall take such other actions as may be required under the
related Co-Lender Agreement in order to permit the Controlling Class
Representative to exercise such rights and powers. The Controlling Class
Representative shall for its own account and with its own funds be entitled to
exercise the purchase option with respect to, and purchase (i) any AmeriCold
Portfolio Non-Trust Mortgage Loan under the circumstances and as contemplated by
Section 4.03 of the related Co-Lender Agreement and (ii) the AmeriCold Portfolio
Non-Trust Mortgage Loan that constitutes part of the trust fund created pursuant
to the AmeriCold Portfolio Outside Servicing Agreement, under the circumstances
and as contemplated by Section 3.18(d) of the AmeriCold Portfolio Outside
Servicing Agreement. The Controlling Class Representative shall be subject to
the same limitations, constraints and restrictions in exercising such rights and
powers as would be applicable to the Trustee, in its capacity as holder of the
Mortgage Note for the subject Outside Serviced Trust Mortgage Loan.
In addition, subject to Section 7.01(c) and each other section
hereof that specifically addresses a particular matter with respect to an
Outside Serviced Trust Mortgage Loan, if the Trustee is requested to take any
action in its capacity as holder of the Mortgage Note for such Outside Serviced
Trust Mortgage Loan, pursuant to the related Co-Lender Agreement and/or the
related Outside Servicing
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Agreement, then the Trustee will notify (in writing), and act in accordance with
the instructions of, the Controlling Class Representative; provided that, if
such instructions are not provided within the prescribed time period, then the
Trustee, subject to Sections 8.01 and 8.02, shall take such action or inaction
as it deems to be in the best interests of the Certificateholders (as a
collective whole) and shall have all rights and powers incident thereto; and
provided, further, that the Trustee, with respect to any Outside Serviced Trust
Mortgage Loan or the corresponding interest in any related REO Property, (i)
shall not be required to take any action that relates to directing or approving
any servicing related action under the related Outside Servicing Agreement or
the related Co-Lender Agreement, to the extent that the Controlling Class
Representative has been notified thereof and has failed to provide instructions
with respect to such action within the prescribed time period, and (ii) shall
not take any action that is not permitted under applicable law or the terms of
the related Co-Lender Agreement or the related Outside Servicing Agreement or
any action that is, in the good faith, reasonable discretion of the Trustee,
materially adverse to the interests of the Certificateholders (as a collective
whole).
(b) The Controlling Class Representative will not have any
liability to the Certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to this Agreement; provided, however, that
the Controlling Class Representative will not be protected against any liability
to the Controlling Class, which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Controlling Class Representative may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Controlling Class Representative may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Controlling Class Representative may act solely in the
interests of the Holders of the Controlling Class of Certificates, that the
Controlling Class Representative does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class of Certificates, that the
Controlling Class Representative will not be deemed to have been negligent or
reckless, or to have acted in bad faith or engaged in willful misfeasance, by
reason of its having acted solely in the interests of the Holders of the
Controlling Class of Certificates, and that the Controlling Class Representative
will not have any liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Controlling Class
Representative or any director, officer, employee, agent or principal thereof
for having so acted.
SECTION 6.12 Certain Matters Regarding the Serviced Pari Passu
Loan Combinations.
(a) Each co-lender with respect to a DDR Southeast Pool Non-Trust
Mortgage Loan or, if any DDR Southeast Pool Non-Trust Mortgage Loan has been
included in a securitization, the controlling class representative of such
securitization, will be entitled to be consulted regarding decisions of the
Master Servicer and the Special Servicer, as applicable, which require the
approval of the Controlling Class Representative of the DDR Southeast Pool Loan
Combination (which decisions shall include all DDR Southeast Pool Major
Decisions), to the extent and subject to the limitations contemplated by Section
2(k) of the DDR Southeast Pool Co-Lender Agreement, and each of the Master
Servicer and the Special Servicer, as applicable, shall service the DDR
Southeast Pool Loan Combination or any related REO Property in accordance with
Section 2(g) of the DDR Southeast Pool Co-Lender Agreement.
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(b) Each co-lender with respect to a 000 Xxxx Xxxxxxx Non-Trust
Mortgage Loan or, if any 000 Xxxx Xxxxxxx Non-Trust Mortgage Loan has been
included in a securitization, the controlling class representative of such
securitization, will be entitled to be consulted regarding decisions of the
Master Servicer and the Special Servicer, as applicable, with respect to the 000
Xxxx Xxxxxxx Loan Combination which require the approval of the Controlling
Class Representative of the 000 Xxxx Xxxxxxx Loan Combination, to the extent and
subject to the limitations contemplated by Section 2(j) of the 000 Xxxx Xxxxxxx
Co-Lender Agreement, and each of the Master Servicer and the Special Servicer,
as applicable, shall service the 000 Xxxx Xxxxxxx Loan Combination or any
related REO Property in accordance with Section 2(f) of the 000 Xxxx Xxxxxxx
Co-Lender Agreement.
(c) Any replacement of the Special Servicer hereunder with respect
to the DDR Southeast Pool Loan Combination shall be subject to the provisions of
Section 2(k) of the DDR Southeast Pool Co-Lender Agreement. Any replacement of
the Special Servicer hereunder with respect to the 000 Xxxx Xxxxxxx Loan
Combination shall be subject to the provisions of Section 2(j) of the 000 Xxxx
Xxxxxxx Co-Lender Agreement.
SECTION 6.13 Certain Matters Regarding the Greensboro Corporate
Center Loan Combination.
Pursuant to the Greensboro Corporate Center Co-Lender Agreement, the
Greensboro Corporate Center Controlling Party is entitled to appoint an
operating adviser with respect to the Greensboro Corporate Center Loan
Combination, and such operating adviser is entitled to advise the applicable
Master Servicer and the Special Servicer with respect to any Greensboro
Corporate Center Major Actions. If written approval or objection with respect
any proposed Greensboro Corporate Center Major Actions is not received by the
applicable Master Servicer or the Special Servicer, as the case may be, from the
operating adviser within the period specified in the Greensboro Corporate Center
Co-Lender Agreement, such operating advisor's approval will be deemed to have
been given; provided that if the applicable Master Servicer or the Special
Servicer, as the case may be, determines that immediate action is necessary in
accordance with the Servicing Standard to protect the holders of the Greensboro
Corporate Center Loan Combination, such servicer may take any action without
waiting for such operating advisor's response. Neither the applicable Master
Servicer nor the Special Servicer under the Greensboro Corporate Center
Co-Lender Agreement is obligated to seek the approval of the operating adviser
for any action to which the operating adviser has objected if (i) such Master
Servicer or the Special Servicer, as the case may be, has notified the operating
adviser in writing of various actions proposed to be taken and (ii) for 60 days
following notice of such proposed actions, the operating adviser fails to
suggest any alternative action that such Master Servicer or the Special Servicer
considers to be consistent with the Servicing Standard.
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ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default and Outside Servicer Defaults.
(a) "Event of Default," wherever used herein, means any one of the
following events:
(i) any failure by a Master Servicer (A) to deposit into
the applicable Collection Account or an SLC Custodial Account, which
failure continues unremedied for two (2) Business Days after the date upon
which such deposit was required to have been made hereunder, or (B) to
deposit into, or remit to the Certificate Administrator for deposit into
the Distribution Account any amount (including P&I Advances) required to
be so deposited or remitted by it under this Agreement, which failure
continues unremedied until 10:00 a.m., New York City time on the related
Distribution Date (provided, however, that to the extent that a Master
Servicer does not timely make such remittances to the Certificate
Administrator, such Master Servicer shall pay the Certificate
Administrator for the account of the Certificate Administrator interest on
any amount not timely remitted at the Prime Rate from and including the
applicable required remittance date to but not including the date such
remittance is actually made), or (C) to remit to a Serviced Non-Trust
Mortgage Loan Noteholder any amount required to be remitted by such Master
Servicer under this Agreement and the related Co-Lender Agreement, which
failure continues unremedied for two (2) Business Days; or
(ii) any failure by the Special Servicer to timely deposit
into an REO Account or to timely deposit into, or to timely remit to the
applicable Master Servicer for deposit into, the applicable Collection
Account or an SLC Custodial Account, any amount required to be so
deposited or remitted under this Agreement; or
(iii) any failure by a Master Servicer to timely make any
Servicing Advance required to be made by it hereunder, which Servicing
Advance remains unmade for a period of three (3) Business Days following
the date on which notice shall have been given to the subject Master
Servicer by the Trustee as provided in Section 3.03(c) or any other party
to this Agreement; or
(iv) any failure on the part of a Master Servicer or the
Special Servicer duly to observe or perform in any material respect any
other covenants or agreements on the part of such Master Servicer or the
Special Servicer, as the case may be, contained in this Agreement, which
failure either (A) in the case of any such failure other than a failure
referred to in clause (iv)(B) or (iv)(C) below, continues unremedied for a
period of 30 days after the date on which written notice of the subject
failure, requiring the same to be remedied, shall have been given to the
subject Master Servicer or the Special Servicer, as the case may be, by
any other party hereto or to the subject Master Servicer or the Special
Servicer, as the case may be (with a copy to each other party hereto), by
the Holders of Certificates entitled to at least 25% of the Voting Rights
or by any affected Serviced Non-Trust Mortgage Loan Noteholder, provided,
however, that with respect to any such failure (other than a failure
referred to in clause (iv)(B) or (iv)(C) below) which is not curable
within such 30-day period, the subject Master Servicer or the Special
Servicer, as the case may be, shall have an additional cure period of 30
days to effect
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such cure so long as the subject Master Servicer or the Special Servicer,
as the case may be, has commenced to cure the subject failure within the
initial 30-day period and has provided the Trustee and any affected
Serviced Non-Trust Mortgage Loan Noteholder with an Officer's Certificate
certifying that it has diligently pursued, and is diligently continuing to
pursue, a full cure, or (B) in the case of the failure to deliver to the
Trustee the Annual Statement of Compliance, the Annual Assessment Report,
the Annual Attestation Report and/or corresponding accountants' report
with respect to the subject Master Servicer (or any Additional Item 1123
Servicer or Sub-Servicing Function Participant, as applicable, retained or
engaged thereby (other than a Designated Sub-Servicer retained or engaged
at the direction of Citigroup or LaSalle) or the Special Servicer (or any
Additional Item 1123 Servicer or Sub-Servicing Function Participant, as
applicable, retained or engaged thereby), as applicable, pursuant to
Section 3.13 or Section 3.14, as applicable, which is required to be part
of or incorporated in a Subsequent Exchange Act Report required to be
filed with respect to the Trust pursuant to the Exchange Act and this
Agreement, continues unremedied beyond 5:00 p.m. (New York City time) on
the second Business Day after the date on which Servicer Notice of the
subject failure has been given to the subject Master Servicer or the
Special Servicer, as the case may be, by or on behalf of any other party
hereto; in accordance with Section 3.13 or Section 3.14, as applicable, or
(C) in the case of a failure to notify the Certificate Administrator and
the Depositor that an Additional Item 1123 Servicer or a Sub-Servicing
Function Participant has been retained or engaged (other than a Designated
Sub-Servicer retained or engaged at the direction of Citigroup or
LaSalle), which Additional Item 1123 Servicer or Sub-Servicing Function
Participant was performing duties with respect to all or any part of the
Trust Fund during an Exchange Act Reporting Year, continues unremedied for
30 days; or
(v) any breach on the part of a Master Servicer or the
Special Servicer of any representation or warranty contained in this
Agreement that materially and adversely affects the interests of any Class
of Certificateholders or any Serviced Non-Trust Mortgage Loan Noteholder
and which breach continues unremedied for a period of 30 days after the
date on which notice of such breach, requiring the same to be remedied,
shall have been given to the subject Master Servicer or the Special
Servicer, as the case may be, by any other party hereto or to the subject
Master Servicer or the Special Servicer, as the case may be (with a copy
to each other party hereto), by the Holders of Certificates entitled to at
least 25% of the Voting Rights or by any affected Serviced Non-Trust
Mortgage Loan Noteholder; provided, however, that with respect to any such
breach which is not curable within such 30-day period, the subject Master
Servicer or the Special Servicer, as the case may be, shall have an
additional cure period of 30 days so long as the subject Master Servicer
or the Special Servicer, as the case may be, has commenced to cure within
the initial 30-day period and has provided the Trustee with an Officer's
Certificate certifying that it has diligently pursued, and is diligently
continuing to pursue, a full cure; or
(vi) 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 for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, 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
a Master Servicer or the Special Servicer and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period
of 60
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days, provided, however, that the subject Master Servicer or the Special
Servicer, as appropriate, will have an additional period of 30 days to
effect such discharge, dismissal or stay so long as the subject Master
Servicer or the Special Servicer, as appropriate, has commenced the
appropriate proceedings to have such decree or order dismissed, discharged
or stayed within the initial 60 day period; or
(vii) a Master Servicer or the Special Servicer shall consent
to the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating
to it or of or relating to all or substantially all of its property; or
(viii) a Master Servicer or the Special Servicer shall admit
in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency
or reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations, or take any
corporate action in furtherance of the foregoing; or
(ix) a Master Servicer or the Special Servicer receives
actual knowledge that either Fitch or Xxxxx'x has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of
Certificates or classes of Specially Designated Non-Trust Mortgage Loan
Securities, or (B) placed one or more Classes of Certificates or classes
of Specially Designated Non-Trust Mortgage Loan Securities on "watch
status" in contemplation of rating downgrade or withdrawal (and such
"watch status" placement shall not have been withdrawn by Fitch or
Xxxxx'x, as the case may be, within 60 days of the date that the subject
Master Servicer or the Special Servicer obtained such actual knowledge)
and, in the case of either of clauses (A) or (B), citing servicing
concerns with the subject Master Servicer or the Special Servicer, as
applicable, as the sole or material factor in such rating action; or
(x) a Master Servicer fails to be rated at least "CMS3" by
Fitch or the Special Servicer fails to be rated at least "CSS3" by Fitch,
and such rating is not restored within 30 days after the subject downgrade
or withdrawal of such rating; or
(xi) a Master Servicer or the Special Servicer is no longer
listed on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
and the subject Master Servicer or the Special Servicer, as the case may
be, is not reinstated to that list within 60 days after its removal from
the applicable list.
(b) If any Event of Default shall occur with respect to a Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies), terminate all of the rights and obligations
(but not the liabilities for actions and omissions occurring prior thereto) of
the Defaulting Party under this Agreement and in and to the Trust Fund and each
Serviced Non-Trust Mortgage Loan, other than its rights as a Certificateholder
hereunder or as holder of a Serviced Non-Trust Mortgage Loan or, as contemplated
by Section 3.11(a) in the case of a Master Servicer, with respect to the related
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Excess Servicing Strips. From and after the receipt by the Defaulting Party of
such written notice of termination, all authority and power of the Defaulting
Party under this Agreement, whether with respect to the Certificates (other than
as a holder of any Certificate) or the Serviced Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Serviced Mortgage Loans and related documents,
or otherwise. The Master Servicers and the Special Servicer each agree that, if
it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten (10) Business Days subsequent to its receipt of the
notice of termination) provide the Trustee with all documents and records,
including those in electronic form, requested thereby to enable the Trustee or a
successor Master Servicer or Special Servicer to assume the Defaulting Party's
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Defaulting Party's responsibilities and rights hereunder,
including, without limitation, (i) the immediate transfer to the Trustee or a
successor Master Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by a defaulting Master
Servicer to its Collection Account, the Distribution Account, any SLC Custodial
Account, a Servicing Account or a Reserve Account (if a Master Servicer is the
Defaulting Party) or that are thereafter received by or on behalf of it with
respect to any Serviced Mortgage Loan or (ii) the transfer within two (2)
Business Days to the Trustee or a successor Special Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the defaulting Special Servicer to an REO Account, a Collection Account, any
SLC Custodial Account, a Servicing Account or a Reserve Account or delivered to
a Master Servicer (if the Special Servicer is the Defaulting Party) or that are
thereafter received by or on behalf of it with respect to any Serviced Mortgage
Loan or REO Property; provided, however, that the Master Servicers and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and it shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination. Any cost or expenses in
connection with any actions to be taken by a Master Servicer, the Special
Servicer or the Trustee pursuant to this paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within 90 days after
the presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. If and to the extent that the Defaulting Party has not reimbursed such
costs and expenses, the Trustee shall have an affirmative obligation to take all
reasonable actions to collect such expenses on behalf of and at the expense of
the Trust Fund. For purposes of this Section 7.01 and of Section 7.03(b), the
Trustee shall not be deemed to have knowledge of an event which constitutes, or
which with the passage of time or notice, or both, would constitute an Event of
Default described in clauses (i)-(viii) of subsection (a) above unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless notice
of any event which is in fact such an Event of Default is received by the
Trustee and such notice references the Certificates, the Trust Fund or this
Agreement.
(c) Notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the applicable Master Servicer occurs that: (1) is
continuing and affects a Serviced Non-Trust Mortgage Loan Noteholder, and such
Master Servicer is not otherwise terminated in accordance with Section 7.01(b),
then such Master Servicer may not be terminated by or at the direction of a
Serviced
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Non-Trust Mortgage Loan Noteholder, or (2) is continuing and affects solely a
Serviced Non-Trust Mortgage Loan Noteholder, then such Master Servicer may not
be terminated by the Trustee; provided, however, that, in the case of (1) or
(2), if any Serviced Non-Trust Mortgage Loan Noteholder in respect of a
Specially Designated Non-Trust Mortgage Loan is adversely affected by any Event
of Default on the part of the applicable Master Servicer, then, at the request
of such Non-Trust Mortgage Loan Noteholder, subject to the terms of the related
Co-Lender Agreement, the Trustee shall require the applicable Master Servicer to
appoint, within 30 days of the Trustee's request, a Sub-Servicer (or, if the
subject Serviced Loan Combination is currently being sub-serviced, to replace,
within 30 days of the Trustee's request, the then-current Sub-Servicer with a
new Sub-Servicer) with respect to the subject Serviced Loan Combination. In
connection with the appointment of a Sub-Servicer in accordance with this
Section 7.01(c), the applicable Master Servicer shall obtain, at its own
expense, written confirmation from each Rating Agency (and any Other Rating
Agency rating any Specially Designated Non-Trust Mortgage Loan Securities backed
by the applicable Specially Designated Non-Trust Mortgage Loan) that such
appointment will not result in an Adverse Rating Event with respect to the
Certificates or any Specially Designated Non-Trust Mortgage Loan Securities
backed by the affected Specially Designated Non-Trust Mortgage Loan. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed in
accordance with this Section 7.01(c) shall be responsible for all duties, and
shall be entitled to all compensation, of the applicable Master Servicer under
this Agreement with respect to the subject Serviced Loan Combination, except
that the applicable Master Servicer shall be entitled to retain that portion of
the Master Servicing Fee for the related SLC Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto that accrues at a rate
equal to 0.01% per annum. Such Sub-Servicing Agreement shall also provide that
such Sub-Servicer shall agree to become the master servicer under a separate
servicing agreement (as contemplated by the related Co-Lender Agreement) in the
event that the subject Serviced Loan Combination is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain
servicing and administration, limitation of liability, indemnification and
servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the subject Serviced Loan
Combination and the related Mortgaged Property shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder. If any
Sub-Servicer appointed in accordance with this Section 7.01(c) shall at any time
resign or be terminated, then (subject to the related Co-Lender Agreement) the
applicable Master Servicer shall be required to promptly appoint a substitute
Sub-Servicer, which appointment shall not result in an Adverse Rating Event with
respect to the Certificates or any Specially Designated Non-Trust Mortgage Loan
Securities backed by the affected Specially Designated Non-Trust Mortgage Loan
(as evidenced in writing by each Rating Agency (and any Other Rating Agency
rating any Specially Designated Non-Trust Mortgage Loan Securities backed by the
affected Specially Designated Non-Trust Mortgage Loan)). If a successor Master
Servicer is acting hereunder in respect of the subject Loan Combination and such
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(c) without cause, then the terminated Master Servicer that was
responsible for the Event of Default that led to the appointment of such
Sub-Servicer shall be responsible for all costs incurred in connection with such
termination, including the payment of any termination fee.
Further notwithstanding Section 7.01(b) and Section 7.04, if any
Event of Default on the part of the Special Servicer occurs that affects any
Serviced Non-Trust Mortgage Loan Noteholder in respect of a Specially Designated
Non-Trust Mortgage Loan, and the Special Servicer is not otherwise terminated in
accordance with Section 7.01(b), then the affected Non-Trust Mortgage Loan
Noteholder may require the Trustee to terminate the duties and obligations of
the Special Servicer with respect to
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the subject Serviced Loan Combination only, but as to no other Mortgage Loan;
and, in such event, the appropriate party shall appoint in accordance with
Section 6.09 (or, in the event of the failure of such party to so appoint, the
Trustee shall appoint in accordance with Section 7.02), within 30 days of the
affected Non-Trust Mortgage Loan Noteholder's request, a replacement special
servicer with respect to the subject Serviced Loan Combination. In connection
with the appointment of a replacement special servicer with respect to any
Serviced Loan Combination that includes a Specially Designated Non-Trust
Mortgage Loan at the request of a related Non-Trust Mortgage Loan Noteholder in
accordance with this Section 7.01(c), the Trustee shall obtain written
confirmation from each Rating Agency (and any Other Rating Agency rating any
Specially Designated Non-Trust Mortgage Loan Securities backed by the affected
Specially Designated Non-Trust Mortgage Loan) that such appointment will not
result in an Adverse Rating Event with respect to the Certificates or any
Specially Designated Non-Trust Mortgage Loan Securities backed by the affected
Specially Designated Non-Trust Mortgage Loan. Any replacement special servicer
appointed at the request of a Non-Trust Mortgage Loan Noteholder in accordance
with this Section 7.01(c) shall be responsible for all duties, and shall be
entitled to all compensation, of the Special Servicer under this Agreement with
respect to the subject Serviced Loan Combination. Any replacement special
servicer appointed at the request of a Non-Trust Mortgage Loan Noteholder in
accordance with this Section 7.01(c) hereby agrees to become, upon request, the
special servicer under a separate servicing agreement (as contemplated by the
related Co-Lender Agreement) in the event that the affected Serviced Loan
Combination is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the subject Serviced Loan Combination and the related
Mortgaged Property shall be the sole assets serviced and administered thereunder
and the sole source of funds thereunder. If any replacement special servicer
appointed at the request of a Non-Trust Mortgage Loan Noteholder in accordance
with this Section 7.01(c) shall at any time resign or be terminated, then the
appropriate party in accordance with Section 6.09 (or the Trustee in accordance
with Section 7.02, if such party fails to do so) shall be required to promptly
appoint a substitute replacement special servicer, which appointment shall not
result in an Adverse Rating Event with respect to the Certificates or any
Specially Designated Non-Trust Mortgage Loan Securities backed by the affected
Specially Designated Non-Trust Mortgage Loan (as evidenced in writing by each
Rating Agency (and any Other Rating Agency rating any Specially Designated
Non-Trust Mortgage Loan Securities backed by the affected Specially Designated
Non-Trust Mortgage Loan)). If any replacement special servicer is appointed at
the request of a Non-Trust Mortgage Loan Noteholder in accordance with this
Section 7.01(c), then the provisions of Section 6.09(c) shall apply as if the
replacement had occurred in accordance with Section 6.09(b).
In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of a Non-Trust Mortgage Loan Noteholder under
this Section 7.01(c).
(d) If, pursuant to the terms of any Outside Servicing Agreement
under which any Outside Serviced Trust Mortgage Loan or Administered REO
Property is being serviced and/or administered, an Outside Servicer Default has
occurred with respect to an Outside Servicer under such Outside Servicing
Agreement and remains unremedied and the related Outside Master Servicer has not
been otherwise terminated under such Outside Servicing Agreement, then the
Trustee may, if materially and adversely affected in its capacity as holder of
such Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, to the fullest extent permitted by such Outside
Servicing Agreement, either (i) waive such Outside Servicer Default (but only if
directed to do so by the
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Controlling Class Representative), or (ii) absent such waiver, direct (at the
direction of the Controlling Class Representative) the appropriate party under
such Outside Servicing Agreement to exercise such remedies thereunder regarding
the termination and replacement of, or the appointment of a new Outside Master
Servicer to perform the duties of, such Outside Servicer as to which such
Outsider Servicer Default relates. In connection with the foregoing, the Trustee
may (and, at the direction of the Controlling Class Representative, is required
to) exercise the rights set forth in clause (ii) of the preceding sentence as
the Holder of the subject Outside Serviced Trust Mortgage Loans or any successor
REO Trust Mortgage Loans with respect thereto; and, furthermore, if and to the
extent necessary, the Trustee shall contact and act with the other applicable
Non-Trust Mortgage Loan Noteholders in exercising such rights.
(e) If an event described in clause (A) or (B) of Section
7.01(a)(ix) has occurred in respect of a Master Servicer or the Special Servicer
and of which the Trustee or the Certificate Administrator has notice, the
Trustee or the Certificate Administrator, as the case may be, shall, promptly
following its receipt of notice thereof, provide written notice thereof to such
Master Servicer or the Special Servicer, as applicable. Notwithstanding Section
7.01(b), if a Master Servicer receives a notice of termination under Section
7.01(b) solely due to an Event of Default under Section 7.01(a)(ix), (x) or
(xi), and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within five (5) Business Days
following such termination, then the Master Servicer shall continue to serve in
such capacity hereunder until a successor thereto is selected in accordance with
this Section 7.01(e) or the expiration of 45 days from such Master Servicer's
receipt of the notice of termination, whichever occurs first. Upon receipt of
such "request for proposal" materials from the terminated Master Servicer, the
Trustee shall promptly thereafter (using such "request for proposal" materials)
solicit good faith bids for the rights to master service the applicable Serviced
Mortgage Loans and, in the case of each of Master Servicer No. 1 and Master
Servicer No. 2, the applicable Outside Serviced Trust Mortgage Loan under this
Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.02 and Section 7.02 (any such
Person so qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders
cannot be located, then from as many Persons as the Trustee can determine are
Qualified Bidders; provided that at the Trustee's request, the terminated Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit
such bids; and provided, further, that the Trustee shall not be responsible if
less than three (3) or no Qualified Bidders submit bids for the right to master
service the applicable Serviced Mortgage Loans and, in the case of each of
Master Servicer No. 1 and Master Servicer No. 2, the applicable Outside Serviced
Trust Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer, and to agree to be bound by the
terms hereof, within 45 days after the receipt of notice of termination by the
terminated Master Servicer. The Trustee shall solicit bids on the basis of both:
(i) such successor Master Servicer (x) retaining all existing Sub-Servicers to
continue the primary servicing of the applicable Serviced Mortgage Loans
pursuant to the terms of the respective Sub-Servicing Agreements and (y)
entering into a Sub-Servicing Agreement with the terminated Master Servicer
under which the terminated Master Servicer would sub-service each of the
applicable Serviced Mortgage Loans not then subject to a Sub-Servicing Agreement
at a sub-servicing fee rate per annum equal to the related Master Servicing Fee
Rate minus, in the case of each Trust Mortgage Loan serviced, 0.01% per annum
(each, a "Servicing-Retained Bid"); and (ii) terminating each existing
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor
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Master Servicer hereunder. The Trustee shall direct the Successful Bidder to
enter into this Agreement as successor Master Servicer pursuant to the terms
hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a
Sub-Servicing Agreement with the terminated Master Servicer as contemplated
above) no later than 45 days after the receipt of notice of termination by the
terminated Master Servicer.
Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.
A terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to master service the applicable Serviced Mortgage Loans and, in the case
of each of Master Servicer No. 1 and Master Servicer No. 2, the applicable
Outside Serviced Trust Mortgage Loans, which expenses are not reimbursed to the
party that incurred such expenses pursuant to the preceding paragraph.
If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, then the terminated Master Servicer shall reimburse
the Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee
in connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(e). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder with respect to the
applicable Serviced Mortgage Loans and, in the case of each of Master Servicer
No. 1 and Master Servicer No. 2, the applicable Outside Serviced Trust Mortgage
Loans in accordance with Section 7.02.
SECTION 7.02 Trustee to Act; Appointment of Successor.
On and after the time a Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01, be the successor in all
respects to such Master Servicer or the Special Servicer, as the case may be, in
its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities (except as provided in the next
sentence) of such Master Servicer or the Special Servicer, as the case may be,
arising thereafter, including, without limitation, if a Master Servicer is the
resigning or terminated party, such Master Servicer's obligation to make P&I
Advances, including, without limitation, in connection with any termination of
such Master Servicer for an Event of Default described in Section 7.01(a)(xii),
the unmade P&I Advances that gave rise to such Event of Default; provided that
any failure to perform such duties or responsibilities caused by a Master
Servicer's or the Special Servicer's, as the case may be, failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. Notwithstanding anything contrary in this Agreement,
the Trustee shall in no event be held responsible or liable with respect to any
of the acts, omissions, representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to
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Section 3.06 hereunder nor shall the Trustee be required to purchase any Trust
Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled
to all fees and other compensation which the resigning or terminated party would
have been entitled to if the resigning or terminated party had continued to act
hereunder (other than fees already earned, including, without limitation,
Workout Fees, and other than, subject to Section 3.11(a), any related Excess
Servicing Strips). Notwithstanding the above and subject to its obligations
under Section 3.22(d) and 7.01(b), the Trustee may, if it shall be unwilling in
its sole discretion to so act as either a Master Servicer or the Special
Servicer, as the case may be, or shall, if it is unable to so act as either a
Master Servicer or the Special Servicer, as the case may be, or shall, if the
Trustee is not approved as a master servicer or a special servicer, as the case
may be, by any of the Rating Agencies or Other Rating Agencies or if the Holders
of Certificates entitled to at least 51% of the Voting Rights so request in
writing to the Trustee, promptly appoint, subject to the approval of each of the
Rating Agencies (as evidenced by written confirmation therefrom to the effect
that the appointment of such institution would not cause an Adverse Rating Event
with respect to any Class of Certificates or any class of Specially Designated
Non-Trust Mortgage Loan Securities) or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
that meets the requirements of Section 6.02 (including, without limitation,
rating agency confirmation); provided, however, that in the case of a resigning
or terminated Special Servicer, such appointment shall be subject to the rights
of the Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class to designate a successor pursuant to Section
6.09. No appointment of a successor to a Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to a Master Servicer or the Special Servicer
hereunder, the Trustee shall act in such capacity as hereinabove provided. In
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on the Serviced Mortgage Loans and REO Properties as it and such
successor shall agree; provided, however, that, except as otherwise permitted by
the second paragraph of Section 3.11(a), no such compensation shall be in excess
of that permitted the resigning or terminated party hereunder. Such successor
and the other parties hereto shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
SECTION 7.03 Notification to Certificateholders and Others.
(a) Upon any resignation of a Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of a Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to a
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and, to the
extent known to the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder.
(b) Not later than the later of (i) 60 days after the occurrence
of any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default or an Outside Servicer Default and (ii) five (5)
days after a Responsible Officer of the Trustee has notice of the occurrence of
such an event, the Trustee shall transmit by mail to the Depositor, all the
Certificateholders, the Rating Agencies and, to the extent known to the Trustee,
each Serviced Non-Trust Mortgage Loan Noteholder (if affected thereby) notice of
such occurrence, unless such default shall have been cured.
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(c) If and when necessary under this Section 7.03 or under Section
11.01(d) hereof, the Trustee shall seek to establish the identity of a Serviced
Non-Trust Mortgage Loan Noteholder by contacting the applicable Master Servicer
and the Special Servicer. Upon such request, the applicable Master Servicer
shall promptly provide the identity of the Serviced Non-Trust Mortgage Loan
Noteholder to the Trustee. The Trustee may conclusively rely upon such
determination by such Master Servicer.
SECTION 7.04 Waiver of Events of Default.
The Holders representing at least 66 2/3% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that (A) an Event
of Default under clause (i), (ii), (ix), (x) or (xi) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes, (B) waiver
of an Event of Default under clause (i)(B) of Section 7.01(a) further requires
the written consent of the Trustee and (C) a waiver of an Event of Default under
clause (iv)(B) or (iv)(C) of Section 7.01(a) requires the written consent of the
Depositor. Upon any such waiver of an Event of Default, such Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder (except as otherwise provided in Section 7.01(c)). No such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights
with respect to the matters described above.
SECTION 7.05 Additional Remedies of Trustee Upon Event of Default
or Outside Servicer Default.
During the continuance of any Event of Default or Outside Servicer
Default, so long as such Event of Default shall not have been remedied, the
Trustee, in addition to the rights specified in Section 7.01, shall have the
right, in its own name and as trustee of an express trust, to take all actions
now or hereafter existing at law, in equity or by statute to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders and, in the case of a Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s) (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default or Outside Servicer Default. Under no circumstances shall the rights
provided to the Trustee under this Section 7.05 be construed as a duty or
obligation of the Trustee.
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ARTICLE VIII
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
SECTION 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default or
an Outside Servicer Default and after the curing or waiver of all Events of
Default and all Outside Servicer Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default or an Outside Servicer Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs. Any permissive right of the Trustee contained in
this Agreement shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Certificate Administrator, a Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:
(i) prior to the occurrence of an Event of Default or an
Outside Servicer Default, and after the curing of all such Events of
Default and all such Outside Servicer Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) the Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith
in accordance with this Agreement and
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the direction of Holders of Certificates entitled to at least 25% of the
Voting Rights relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust
or power conferred upon the Trustee under this Agreement or, as holder of
an Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), under an Outside Servicing Agreement,
as the case may be; and
(iv) the protections, immunities and indemnities afforded to
the Trustee hereunder (including, without limitation, under this Section
8.01 and/or under Section 8.02 and 8.05(b)) shall also be available to the
Certificate Administrator, Authenticating Agent, Certificate Registrar and
Custodian.
SECTION 8.02 Certain Matters Affecting Trustee.
Except as otherwise provided in Section 8.01 and Article X:
(i) the Trustee may rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
therewith;
(iii) the Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or, except as provided in
Section 10.01 or 10.02, to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; except as provided
in Section 10.01 or 10.02, the Trustee shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; provided, however, that nothing
contained herein shall relieve the Trustee of the obligation, upon the
occurrence of an Event of Default or an Outside Servicer Default which has
not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;
(iv) the Trustee shall not be personally liable for any
action reasonably taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
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(v) prior to the occurrence of an Event of Default or an
Outside Servicer Default hereunder and after the curing of all Events of
Default and all Outside Servicer Defaults which may have occurred, and
except as may be provided in Section 10.01 or 10.02, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to taking any such action;
(vi) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the Trustee shall remain
responsible for all acts and omissions of such agents or attorneys within
the scope of their employment to the same extent as it is responsible for
its own actions and omissions hereunder; and provided, further, that,
unless and until the Trustee has filed a Form 15 with respect to the Trust
in accordance with Section 8.16, the Trustee may not engage any such agent
or attorney-in-fact that would constitute an Additional Item 1123 Servicer
or a Sub-Servicing Function Participant, unless it first obtains the
written consent of the Depositor;
(vii) the Trustee shall not be responsible for any act or
omission of a Master Servicer or the Special Servicer (unless the Trustee
is acting as such Master Servicer or the Special Servicer) or the
Depositor; and
(viii) neither the Trustee nor the Certificate Registrar shall
have any obligation or duty to monitor, determine or inquire as to
compliance with any restriction on transfer imposed under Article V under
this Agreement or under applicable law with respect to any transfer of any
Certificate or any interest therein, other than to require delivery of the
certification(s) and/or Opinion(s) of Counsel described in said Article
applicable with respect to changes in registration of record ownership of
Certificates in the Certificate Register and to examine the same to
determine substantial compliance with the express requirements of this
Agreement. The Trustee and Certificate Registrar shall have no liability
for transfers, including transfers made through the book-entry facilities
of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in
connection with changes in registration of record ownership in the
Certificate Register.
SECTION 8.03 Trustee and Certificate Administrator Not Liable for
Validity or Sufficiency of Certificates or Trust
Mortgage Loans.
The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee and the Certificate Administrator in
Article II, Section 8.14, Section 8.15 and Section 11.07 and the signature of
the Certificate Registrar and the Authenticating Agent set forth on each
outstanding Certificate, shall be taken as the statements of the Depositor or a
Master Servicer or the Special Servicer, as the case may be, and neither the
Trustee nor the Certificate Administrator assumes
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any responsibility for their correctness. Except as set forth in Section 8.14
and Section 8.15, the Trustee and the Certificate Administrator makes no
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any Trust Mortgage Loan or related document. The Trustee and the Certificate
Administrator shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Trust Mortgage Loans to the Trust Fund, or
any funds deposited in or withdrawn from a Collection Account or any other
account by or on behalf of the Depositor, a Master Servicer or the Special
Servicer except to the extent that such funds are delivered to the Trustee or
the Certificate Administrator, as the case may be. The Trustee and the
Certificate Administrator shall each be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor, a Master Servicer or the Special
Servicer, and accepted by the Trustee or the Certificate Administrator, as the
case may be, in good faith, pursuant to this Agreement.
SECTION 8.04 Trustee and Certificate Administrator May Own
Certificates.
The Trustee, the Certificate Administrator or any agent of the
Trustee or the Certificate Administrator, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
(except as otherwise provided in the definition of "Certificateholder") as it
would have if it were not the Trustee, the Certificate Administrator or such
agent.
SECTION 8.05 Fees and Expenses of Trustee and Certificate
Administrator; Indemnification of Trustee and
Certificate Administrator.
(a) On each Distribution Date, the Certificate Administrator shall
withdraw from the general funds on deposit in the Distribution Account, prior to
any distributions to be made therefrom on such date, and pay to itself and the
Trustee their respective shares of the Trust Administration Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and by the Trustee and the
Certificate Administrator in the exercise and performance of any of the powers
and duties thereof. Except as otherwise provided in Section 3.06, the Trust
Administration Fees (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) shall constitute
the Trustee's and Certificate Administrator's sole compensation for such
services to be rendered by them.
(b) The Trustee, the Certificate Administrator (whether
individually or in its capacity as Certificate Administrator) and any director,
officer, employee, affiliate, agent or "control" person within the meaning of
the Securities Act of 1933, as amended, of the Trustee or the Certificate
Administrator shall be entitled to be indemnified for and held harmless by the
Trust Fund out of the Collection Accounts (and, to the extent that any Serviced
Loan Combination and/or any related REO Property is affected, by the Trust Fund
and/or the related Serviced Non-Trust Mortgage Loan Noteholder(s), first out of
the related SLC Custodial Account, and then out of the Collection Accounts)
against any loss, liability or reasonable "out-of-pocket" expense (including,
without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with this Agreement, the Trust Mortgage Loans or the
Certificates or any act of a Master Servicer or the Special Servicer taken on
behalf of the Trustee or
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the Certificate Administrator, as the case may be, as provided for herein;
provided that such expense is an "unanticipated expense incurred by the REMIC"
within the meaning of Treasury regulations section 1.860G-1(b)(3)(ii) and is not
an Advance (the reimbursement for Advances being separately provided for
herein); and provided, further, that neither the Trustee nor any of the other
above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (1) any liability specifically required to be borne thereby
pursuant to the terms hereof, or (2) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of the
Trustee's obligations and duties hereunder, or by reason of its negligent
disregard of such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee, as applicable, made herein,
or (3) any loss, liability or expense that constitutes allocable overhead. The
provisions of this Section 8.05(b) shall survive any resignation or removal of
the Trustee and appointment of a successor trustee.
SECTION 8.06 Eligibility Requirements for Trustee and Certificate
Administrator.
Each of the Trustee and Certificate Administrator hereunder shall at
all times be a bank, a trust company, an association or a corporation organized
and doing business under the laws of the United States of America or any State
thereof or the District of Columbia, authorized under such laws to exercise
trust powers, having a combined capital and surplus of at least $100,000,000
(or, in the case of the Certificate Administrator, $50,000,000) and subject to
supervision or examination by a federal or state banking authority. If such
bank, trust company, association or corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this section the
combined capital and surplus of such bank, trust company, association or
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Trustee shall also be
an entity with (a) a long-term unsecured debt rating of at least "AA-" from
Fitch and S&P and "Aa3" from Xxxxx'x, (b) a long-term unsecured debt rating of
at least "A-" from Fitch and S&P and "A3" from Xxxxx'x, if a Fiscal Agent
meeting the requirements of Section 8.17(a) is then currently acting in such
capacity, or (c) in the case of any Rating Agency, such other rating(s)
therefrom as shall not result in an Adverse Rating Event with respect to any
Class of Certificates as confirmed in writing by such Rating Agency. The
Certificate Administrator shall also be an entity with a long-term unsecured
debt rating of at least "A-" from Fitch and S&P and "A3" from Xxxxx'x. In
addition, the Trustee shall at all times satisfy the requirements of Section
26(a)(1) of the Investment Company Act of 1940, as amended. In case at any time
the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of this section, the Trustee or the Certificate
Administrator, as the case may be, shall resign immediately in the manner and
with the effect specified in Section 8.07; provided that, if the Trustee shall
cease to be so eligible because its combined capital and surplus is no longer at
least $100,000,000 or its long-term unsecured debt rating no longer conforms to
the requirements of the immediately preceding sentence, and if the Trustee
proposes to the other parties hereto to enter into an agreement with (and
reasonably acceptable to) each of them, and if in light of such agreement the
Trustee's continuing to act in such capacity would not (as evidenced in writing
by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw
any rating assigned thereby to any Class of Certificates, then upon the
execution and delivery of such agreement the Trustee shall not be required to
resign, and may continue in such capacity, for so long as none of the ratings
assigned by the Rating Agencies to the Certificates is qualified, downgraded or
withdrawn thereby. The bank, trust company, corporation or association serving
as Trustee may have normal banking and trust relationships with the Depositor, a
Master Servicer, the Special Servicer and their respective Affiliates but,
except to the extent
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permitted or required by Section 7.02, shall not be an "Affiliate" (as such term
is defined in Section III of PTE 2000-58) of a Master Servicer, the Special
Servicer, any Sub-Servicer, any Outside Servicer, the Underwriters, the
Depositor, the Certificate Administrator or any obligor with respect to Trust
Mortgage Loans constituting more than 5.0% of the aggregate unamortized
principal balance of the Trust Mortgage Loans as of the date of the initial
issuances of the Certificates or any "Affiliate" (as such term is defined in
Section III of PTE 2000-58) of any such Person.
SECTION 8.07 Resignation and Removal of Trustee and Certificate
Administrator.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicers, the Special Servicer and all the Serviced Non-Trust Mortgage
Loan Noteholders and to all Certificateholders at their respective addresses set
forth in the Certificate Register. Upon receiving such notice of resignation,
Master Servicer No. 1 shall promptly appoint a successor trustee meeting the
requirements in Section 8.06 and acceptable to the Depositor and the Rating
Agencies by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Depositor, Master Servicer Xx. 0, Xxxxxx
Xxxxxxxx Xx. 0, the Special Servicer, the Serviced Non-Trust Mortgage Loan
Noteholders and the Certificateholders by Master Servicer No. 1. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or a Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee shall fail (other than by reason of the failure
of either a Master Servicer or the Special Servicer to timely perform its
obligations hereunder or as a result of other circumstances beyond the Trustee's
reasonable control), to timely deliver any report to be delivered by the Trustee
pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Trustee shall fail (other than by reason of the
failure of a Master Servicer, the Special Servicer or the Depositor to timely
perform its obligations hereunder or as a result of other circumstances beyond
the Trustee's reasonable control) to timely perform any of its obligations set
forth in Section 3.13, Section 3.14 or Section 8.16(a) and such failure
adversely affects the Depositor's ability to use or file a registration
statement on Form S-3 for purposes of publicly offering commercial
mortgage-backed securities, or if the Trustee fails to make distributions
required pursuant to Section 4.01, then the Depositor may remove the Trustee and
appoint a successor Trustee if necessary, acceptable to the Master Servicers and
the Rating Agencies (as evidenced by written confirmation therefrom to the
effect that the appointment of such institution would not cause an Adverse
Rating Event with respect to any Class of Certificates) by written instrument,
in duplicate, which instrument shall be delivered to the Trustee so removed and
to the successor trustee. A copy of such instrument shall be delivered to the
Master Servicers, the Special Servicer, the Serviced Non-Trust Mortgage Loan
Noteholders and the Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in
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triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Trustee so
removed and one complete set to the successor trustee so appointed. A copy of
such instrument shall be delivered to the Depositor, the Master Servicers, the
Special Servicer, the Serviced Non-Trust Mortgage Loan Noteholders and the
remaining Certificateholders by the successor trustee so appointed.
(d) In the event that the Trustee is terminated or removed
pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's
rights and obligations under this Agreement and in and to the Trust Mortgage
Loans and the Serviced Non-Trust Mortgage Loans shall be terminated, other than
any rights or obligations that accrued prior to the date of such termination or
removal (including the right to receive all fees, expenses and other amounts
(including, without limitation, P&I Advances and accrued interest thereon)
accrued or owing to it under this Agreement, with respect to periods prior to
the date of such termination or removal and no termination without cause shall
be effective until the payment of such amounts to the Trustee and any
corresponding Fiscal Agent).
(e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.
(f) The Certificate Administrator may resign or be removed under
the same conditions and circumstances as the Trustee, and this Section 8.07
shall apply to the Certificate Administrator to the same extent as it applies to
the Trustee.
SECTION 8.08 Successor Trustee and Certificate Administrator.
(a) Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicers, the Special Servicer and to its predecessor
Trustee or Certificate Administrator, as the case may be, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as the case may be,
shall become effective and such successor Trustee or Certificate Administrator,
as the case may be, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee or
Certificate Administrator, as the case may be, herein. Any predecessor Trustee
shall deliver to any successor Trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor Trustee), and the Depositor, the Master Servicers, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.
(b) No successor Trustee or Certificate Administrator shall accept
appointment as provided in this Section 8.08, unless at the time of such
acceptance such successor Trustee or Certificate Administrator, as the case may
be, shall be eligible under the provisions of Section 8.06 and the Rating
Agencies have provided confirmation pursuant to such section.
(c) Upon acceptance of appointment by a successor Trustee or
Certificate Administrator as provided in this Section 8.08, such successor
Trustee or Certificate Administrator, as
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the case may be, shall mail notice of the succession of such Trustee or
Certificate Administrator, as the case may be, hereunder to the Depositor, the
Master Servicers, the Special Servicer, the Certificateholders and each Serviced
Non-Trust Mortgage Loan Noteholder.
(d) Any and all costs and expenses associated with transferring
the duties of a Trustee or Certificate Administrator, as the case may be, that
has resigned or been removed or terminated, as contemplated by Section 8.07, to
a successor Trustee or Certificate Administrator, as the case may be, including
those associated with transfer of the Mortgage Files and other documents and
statements held by a predecessor Trustee to a successor Trustee, as contemplated
by Section 8.08(a), shall be paid by: (i) the predecessor Trustee or Certificate
Administrator, as the case may be, if such predecessor Trustee or Certificate
Administrator, as the case may be, has resigned in accordance with (or, subject
to Section 8.07(f), as contemplated by) Section 8.07(a), has been removed in
accordance with (or, subject to Section 8.07(f), as contemplated by) Section
8.07(b) or has been removed with cause in accordance with (or, subject to
Section 8.07(f), as contemplated by) Section 8.07(c); (ii) the
Certificateholders that effected the removal, if the predecessor Trustee or
Certificate Administrator, as the case may be, has been removed without cause in
accordance with Section 8.07(c); and (iii) the Trust, if such costs and expenses
are not paid by the predecessor Trustee or Certificate Administrator, as the
case may be, or the subject Certificateholders, as contemplated by the
immediately preceding clauses (i) and (ii), within 90 days after they are
incurred (provided that such predecessor Trustee or Certificate Administrator,
as the case may be, or such subject Certificateholders, as applicable, shall
remain liable to the Trust for such costs and expenses).
SECTION 8.09 Merger or Consolidation of Trustee and Certificate
Administrator.
Any entity into which the Trustee or the Certificate Administrator
may be merged or converted or with which the Trustee or the Certificate
Administrator may be consolidated or any entity resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate
Administrator shall be a party, or any entity succeeding to the corporate trust
business of the Trustee or the Certificate Administrator, shall be the successor
of the Trustee or the Certificate Administrator, as the case may be, hereunder;
provided such entity shall be eligible under the provisions of Section 8.06 and
the Rating Agencies have provided confirmation pursuant to such section, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicers and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicers and the Trustee may consider necessary or desirable. If the
Master Servicers shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of either or both of the Master Servicers shall have occurred and be
continuing, the Trustee alone shall have the power to
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make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to a Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
SECTION 8.11 Appointment of Custodians.
The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. None of Master Servicer No. 1, Master Servicer No. 2, Master Servicer
No. 3 or the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
Any such appointment of a third-party Custodian and the acceptance thereof shall
be pursuant to a written agreement, which written agreement shall (i) be
consistent with this Agreement in all material respects and requires the
Custodian to comply with this Agreement in all material respects and requires
the Custodian to comply with all of the applicable conditions of this Agreement;
(ii) provide that if the Trustee shall for any reason no longer act
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in the capacity of Trustee hereunder (including, without limitation, by reason
of an Event of Default), the successor trustee or its designee may thereupon
assume all of the rights and, except to the extent such obligations arose prior
to the date of assumption, obligations of the Custodian under such agreement or
alternatively, may terminate such agreement without cause and without payment of
any penalty or termination fee; and (iii) not permit the Custodian any rights of
indemnification that may be satisfied out of assets of the Trust Fund. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of any Custodian. In the absence of any other Person
appointed in accordance herewith acting as Custodian, the Trustee agrees to act
in such capacity in accordance herewith. The initial Custodian shall be the
Trustee. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Custodian, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Custodian shall be
construed to require that such notice, information or documents also be provided
to the Trustee. Any Custodian hereunder (other than the Trustee) shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement. Any engagement of a third party to act as Custodian with respect to
the Mortgage File or any portion thereof with respect to a Serviced Loan
Combination shall be subject to any relevant provisions of the related Co-Lender
Agreement.
SECTION 8.12 Appointment of Authenticating Agents.
(a) The Certificate Administrator may at the Certificate
Administrator's expense appoint one or more Authenticating Agents, which shall
be authorized to act on behalf of the Certificate Administrator in
authenticating Certificates. The Certificate Administrator shall cause any such
Authenticating Agent to execute and deliver to the Certificate Administrator an
instrument in which such Authenticating Agent shall agree to act in such
capacity, in accordance with the obligations and responsibilities herein. Each
Authenticating Agent must be organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to do a
trust business, have a combined capital and surplus of at least $15,000,000, and
be subject to supervision or examination by federal or state authorities. Each
Authenticating Agent shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the
Certificate Administrator hereunder. The appointment of an Authenticating Agent
shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible and liable
for all acts and omissions of the Authenticating Agent. In the absence of any
other Person appointed in accordance herewith acting as Authenticating Agent,
the Certificate Administrator hereby agrees to act in such capacity in
accordance with the terms hereof. LaSalle Bank National Association shall be the
initial Authenticating Agent. If LaSalle Bank National Association is removed as
Certificate Administrator, then it shall also be terminated as Authenticating
Agent. Notwithstanding anything herein to the contrary, if the Certificate
Administrator is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Certificate
Administrator.
(b) Any Person into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion, or consolidation to which any Authenticating Agent shall
be a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent
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without the execution or filing of any paper or any further act on the part of
the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Certificate
Administrator, the Trustee, the Certificate Registrar, the Master Servicers, the
Special Servicer and the Depositor. The Certificate Administrator may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent, the Trustee, the Master Servicers,
the Certificate Registrar and the Depositor. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Certificate Administrator may appoint a
successor Authenticating Agent, in which case the Certificate Administrator
shall give written notice of such appointment to the Trustee, Master Servicers,
the Certificate Registrar and the Depositor and shall mail notice of such
appointment to all Holders of Certificates; provided, however, that no successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 8.12. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the direction
of the Certificate Administrator.
SECTION 8.13 Access to Certain Information.
The Trustee shall afford to each Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, to any Certificateholder or
Certificate Owner and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to any documentation regarding the Trust Mortgage
Loans within its control that may be required to be provided by this Agreement
or by applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Trustee designated by it. Upon request and with the consent of the
Depositor and at the cost of the requesting Party, the Trustee shall provide
copies of such documentation to the Depositor, any Certificateholder and to the
OTS, the FDIC and any other bank or insurance regulatory authority that may
exercise authority over any Certificateholder.
SECTION 8.14 Representations, Warranties and Covenants of
Certificate Administrator.
(a) The Certificate Administrator hereby represents and warrants
to the Master Servicers, the Special Servicer, the Trustee and the Depositor,
and for the benefit of the Certificateholders, as of the Closing Date, that:
(i) The Certificate Administrator is a national banking
association duly organized, validly existing and in good standing under
the laws of the United States.
(ii) The execution and delivery of this Agreement by the
Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate
the Certificate Administrator's organizational documents or constitute a
default (or an event which, with notice or lapse of time, or both, would
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constitute a default) under, or result in a material breach of, any
material agreement or other material instrument to which it is a party or
by which it is bound.
(iii) Except to the extent that the laws of certain
jurisdictions in which any part of the Trust Fund may be located require
that a co-Certificate Administrator or separate Certificate Administrator
be appointed to act with respect to such property as contemplated by
Section 8.10, the Certificate Administrator has the full power and
authority to carry on its business as now being conducted and to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against
the Certificate Administrator in accordance with the terms hereof
(including with respect to any advancing obligations hereunder), subject
to (A) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and
the rights of creditors of banks, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(v) The Certificate Administrator is not in violation of,
and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Certificate Administrator's
good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Certificate Administrator to perform its
obligations under this Agreement.
(vi) No litigation is pending or, to the best of the
Certificate Administrator's knowledge, threatened against the Certificate
Administrator that, if determined adversely to the Certificate
Administrator, would prohibit the Certificate Administrator from entering
into this Agreement or, in the Certificate Administrator's good faith and
reasonable judgment, is likely to materially and adversely affect the
ability of the Certificate Administrator to perform its obligations under
this Agreement.
(vii) Any consent, approval, authorization or order of any
court or governmental agency or body required for the execution, delivery
and performance by the Certificate Administrator of or compliance by the
Certificate Administrator with this Agreement or the consummation of the
transactions contemplated by this Agreement has been obtained and is
effective.
(viii) The Certificate Administrator is eligible to act
hereunder in accordance with Section 8.06.
(b) The representations and warranties of the Certificate
Administrator set forth in Section 8.14(a) shall survive the execution and
delivery of this Agreement and shall inure to the benefit of the Persons for
whose benefit they were made for so long as the Trust Fund remains in existence.
Upon discovery by any party hereto of any breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other parties hereto.
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(c) Any successor Certificate Administrator shall be deemed to
have made, as of the date of its succession, each of the representations and
warranties set forth in Section 8.14(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 8.14(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.
SECTION 8.15 Representations, Warranties and Covenants of
Trustee.
(a) The Trustee hereby represents and warrants to the Master
Servicers, the Special Servicer, the Certificate Administrator, the Depositor,
and for the benefit of the Certificateholders, as of the Closing Date, that:
(i) The Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the
United States.
(ii) The execution and delivery of this Agreement by the
Trustee, and the performance and compliance with the terms of this
Agreement by the Trustee, will not violate the Trustee's organizational
documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in a
material breach of, any material agreement or other material instrument to
which it is a party or by which it is bound.
(iii) Except to the extent that the laws of certain
jurisdictions in which any part of the Trust Fund may be located require
that a co-trustee or separate trustee be appointed to act with respect to
such property as contemplated by Section 8.10, the Trustee has the full
power and authority to carry on its business as now being conducted and to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof (including with respect to any advancing
obligations hereunder), subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and the rights of creditors of banks, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trustee's good faith and reasonable
judgment, is likely to affect materially and adversely the ability of the
Trustee to perform its obligations under this Agreement.
(vi) No litigation is pending or, to the best of the
Trustee's knowledge, threatened against the Trustee that, if determined
adversely to the Trustee, would prohibit the Trustee from entering into
this Agreement or, in the Trustee's good faith and reasonable judgment, is
likely to materially and adversely affect the ability of the Trustee to
perform its obligations under this Agreement.
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(vii) Any consent, approval, authorization or order of any
court or governmental agency or body required for the execution, delivery
and performance by the Trustee of or compliance by the Trustee with this
Agreement or the consummation of the transactions contemplated by this
Agreement has been obtained and is effective.
(viii) The Trustee is eligible to act hereunder in accordance
with Section 8.06 and, with respect to any Trust Mortgage Loan that is
part of a Loan Combination, is qualified to hold that Trust Mortgage Loan
under the related Co-Lender Agreement.
(b) The representations and warranties of the Trustee set forth in
Section 8.15(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties hereto.
(c) Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.15(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.15(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
SECTION 8.16 Reports to the Commission.
(a) With respect to any Exchange Act Reporting Year, the
Certificate Administrator shall:
(i) as soon as reasonably practicable (and, in any event,
within 15 days or such other period as may be provided under the Exchange
Act and the rules and regulations promulgated thereunder) after each
Distribution Date during such Exchange Act Reporting Year, in accordance
with the Exchange Act, the rules and regulations promulgated thereunder,
and applicable releases and "no-action letters" issued by the Commission,
prepare for filing, arrange for execution by the Depositor and properly
and timely file with the Commission with respect to the Trust, a Form 10-D
Distribution Report with or including, as the case may be, a copy of the
applicable Distribution Date Statement and, to the extent delivered to (or
otherwise actually known by a Responsible Officer of) the Certificate
Administrator, any other Form 10-D Required Information to be reported for
the period covered by the subject Form 10-D Distribution Report;
(ii) during such Exchange Act Reporting Year, at the
direction of the Depositor, in accordance with the Exchange Act, the rules
and regulations promulgated thereunder, and applicable releases and
"no-action letters" issued by the Commission, prepare for filing, arrange
for execution by the Depositor and properly and timely file with the
Commission with respect to the Trust, a Form 8-K Current Report regarding
and disclosing any Form 8-K Required Information (to the extent a
Responsible Officer of the Certificate Administrator has actual knowledge
of, or has been provided with written notice of, such information), within
the time periods specified under Form 8-K, the Exchange Act, the rules and
regulations promulgated thereunder and applicable releases and "no-action
letters" issued by the Commission; provided that the Depositor shall
cooperate with the Certificate Administrator to determine the applicable
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required time period; and provided, further, that, if the Depositor
directs the Certificate Administrator to file a Form 8-K Current Report in
accordance with this clause (ii), the Depositor shall cooperate with the
Certificate Administrator in obtaining all necessary information in order
to prepare such Form 8-K Current Report and the Certificate Administrator
will report the subject information in accordance with the Exchange Act,
the rules and regulations promulgated thereunder and applicable releases
and "no-action letters" issued by the Commission;
(iii) within 90 days following the end of such Exchange Act
Reporting Year, prepare, arrange for execution by the Depositor and
properly and timely file with the Commission, with respect to the Trust, a
Form 10-K Annual Report, which complies in all material respects with the
requirements of the Exchange Act, the rules and regulations promulgated
thereunder and applicable "no-action letters" issued by the Commission,
which shall include as exhibits each Annual Statement of Compliance,
Annual Assessment Report and Annual Attestation Report delivered pursuant
to or as contemplated by Section 3.13 and/or Section 3.14, with respect to
each Master Servicer, the Special Servicer and/or other applicable Person
for such Exchange Act Reporting Year, and which shall further include a
certification in the form attached hereto as Exhibit O (a "Xxxxxxxx-Xxxxx
Certification") (or in such other form as required by the Xxxxxxxx-Xxxxx
Act of 2002, and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's
staff)); and
(iv) at the reasonable request of, and in accordance with
the reasonable directions of, the Depositor, prepare for filing, arrange
for execution by the Depositor and promptly file with the Commission an
amendment to any Form 8-K Current Report, Form 10-D Distribution Report or
Form 10-K Annual Report previously filed with the Commission with respect
to the Trust during or relating to, as applicable, such Exchange Act
Reporting Year;
provided that (x) the Certificate Administrator shall not have any
responsibility to file any items (other than those generated by it) that have
not been received in a format suitable for (or readily convertible to a format
suitable for) electronic filing via the XXXXX system (such suitable formats
including "ASCII", "Microsoft Excel" (solely in the case of reports from a
Master Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft
Word" or another format reasonably acceptable to the Certificate Administrator)
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it or readily convertible to such format),
and (y) the Depositor shall be responsible for preparing, executing and filing
(via the XXXXX system) a Current Report on Form 8-K reporting the establishment
of the Trust and a Current Report on Form 8-K whereby this Agreement will be
filed as an exhibit (the Current Reports on Form 8-K contemplated by this
subclause (y) being herein referred to as the "Initial Form 8-K Current
Report"); and provided, further, that if all or any required portion of a Form
10-K Annual Report or a Form 10-D Distribution Report cannot be timely filed by
the Certificate Administrator (other than for a reason contemplated by Rule
12b-25(g) of the Exchange Act), then (i) the Certificate Administrator (upon
becoming aware thereof or the reasonable likelihood thereof) shall immediately
notify the Depositor, (ii) the Certificate Administrator shall (to the extent
appropriate) file a Form 12b-25 (17 C.F.R. 249.322) in connection therewith
consistent with Rule 12b-25 of the Exchange Act, each party hereto shall
reasonably cooperate with the Certificate Administrator and the Depositor to
complete the subject Exchange Act Report and such Exchange Act Report (or the
applicable portions thereof) shall be filed with the Commission as soon as
reasonably practicable and, if the Depositor is relying upon Rule 12b-25 of the
Exchange Act, within the time frames contemplated
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thereby; and provided, further, that if all or any required portion of any
Exchange Act Report cannot be timely filed by the Certificate Administrator for
the sole reason that the Certificate Administrator is unable to file the report
in electronic format, then (i) the Certificate Administrator (upon becoming
aware thereof or the reasonable likelihood thereof) shall immediately notify the
Depositor and, as determined by the Depositor, the Depositor and the Certificate
Administrator shall comply with either Rule 201 or 202 of Regulation S-T or
apply for an adjustment of filing date pursuant to Rule 13b of Regulation S-T.
Each of the other parties to this Agreement shall deliver to the Certificate
Administrator in the format required for (or readily convertible to a format
suitable for) electronic filing via the XXXXX system (such suitable formats
including "ASCII", "Microsoft Excel" (solely in the case of reports from a
Master Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft
Word" or another format reasonably acceptable to the Certificate Administrator)
any and all items contemplated to be filed with the Commission pursuant to this
Section 8.16(a).
All Form 8-K Current Reports, Form 10-D Distribution Reports and
Form 10-K Annual Reports, as well as any amendments to those reports, that are
to be filed with respect to the Trust pursuant to the Exchange Act, and the
rules and regulations promulgated thereunder, and this Section 8.16(a), are
(together with the exhibits thereto) herein referred to as the "Exchange Act
Reports". The Exchange Act Reports, exclusive of the Initial Current Reports on
Form 8-K, are herein referred to as the "Subsequent Exchange Act Reports". All
Subsequent Exchange Act Reports prepared by the Certificate Administrator
pursuant to this Section 8.16(a) shall be executed by the Depositor promptly
upon delivery thereto and subject to the Subsequent Exchange Act Report being in
form and substance reasonably acceptable thereto. An officer of the Depositor
shall sign the Xxxxxxxx-Xxxxx Certification included in each Form 10-K Report
with respect to the Trust.
No later than (i) 12:00 noon, New York City time, on the Business
Day prior to any filing of a Current Report on Form 8-K (other than an Initial
Current Report on Form 8-K) that is to be made with respect to the Trust as
contemplated by Section 8.16(a), (ii) March 20 of the applicable calendar year
in which the filing of any Annual Report on Form 10-K is to be made with respect
to the Trust as contemplated by Section 8.16(a), and (iii) two (2) Business Days
prior to any filing of any other Subsequent Exchange Act Report that is to be
made with respect to the Trust as contemplated by Section 8.16(a), the
Certificate Administrator shall deliver a copy of such Exchange Act Report,
together with all exhibits thereto (to the extent received by the Certificate
Administrator), to the Depositor. Promptly upon receipt of any such report and
the accompanying exhibits, the Depositor may review such report and the
accompanying exhibits and notify the Certificate Administrator of any material
misstatements or omissions relating thereto that come to its attention, which
material misstatements or omissions the Certificate Administrator shall correct
(with written evidence of such correction to be sent to the Depositor) prior to
the filing of such report and the accompanying exhibits.
The Certificate Administrator shall have no liability to
Certificateholders or the Trust with respect to any failure to properly prepare
or file with the Commission any of the reports under the Exchange Act
contemplated by this Section 8.16(a) to the extent that such failure did not
result from any negligence, bad faith or willful misconduct on the part of the
Certificate Administrator.
The Certificate Administrator shall make available to all
Certificateholders and Certificate Owners on its internet website each
Subsequent Exchange Act Report that is filed with the Commission with respect to
the Trust. The Certificate Administrator shall post each such report on its
internet website as soon as reasonably practicable after the filing thereof with
the Commission. In
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addition, the Certificate Administrator shall, free of charge, upon request,
deliver to any Certificateholder, Certificate Owner or party identified as a
prospective Certificateholder or Certificate Owner copies of all Subsequent
Exchange Act Reports that are filed with the Commission with respect to the
Trust. Any request contemplated by the prior sentence shall be made to LaSalle
Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000, Attention: Xxxxx Xxxxx Xxxxxxx (Global Securities and Trust
Services--Citigroup Commercial Mortgage Trust 2007-C6), (telephone number: (312)
000-0000) or to such other Person, address and/or phone number as the
Certificate Administrator may specify by notice to Certificateholders.
(b) The Certificate Administrator shall sign a certification (in
the form attached hereto as Exhibit P) for the benefit of the Depositor and its
officers, directors and Affiliates (provided, however, that the Certificate
Administrator shall not undertake an analysis of the accountant's report
attached as an exhibit to the Form 10-K), and each Master Servicer shall sign a
certification (in the form attached hereto as Exhibit Q-1) for the benefit of
the Depositor and its officers, directors and Affiliates, and the Special
Servicer shall sign a certification (in the form attached hereto as Exhibit Q-2)
for the benefit of the Depositor and its officers, directors and Affiliates,
which certifications of the Master Servicers and Special Servicer shall cover
all of the Trust Mortgage Loans (or, in the case of the Special Servicer, if
specially serviced), including any Outside Serviced Trust Mortgage Loans for
which such Master Servicer or Special Servicer is acting as an Outside Servicer,
and REO Properties (and, with respect to the Outside Serviced Trust Mortgage
Loans, based on the certificates provided by the related Outside Master Servicer
and the related Outside Special Servicer under the related Outside Servicing
Agreement). Each such certification shall be delivered to the Depositor and the
Certificate Administrator by March 15th of each year (or if not a Business Day,
the immediately preceding Business Day). The Xxxxxxxx-Xxxxx Certification shall
be delivered to the Certificate Administrator and the trustee in respect of any
commercial mortgage securitization holding a Pari Passu Non-Trust Mortgage Loan
for filing by March 25th of each year (or if not a Business Day, the immediately
preceding Business Day). In addition, (i) the Certificate Administrator shall
indemnify and hold harmless the Depositor and the depositor and trustee in
respect of any commercial mortgage securitization holding a Pari Passu Non-Trust
Mortgage Loan and their respective officers, directors and Affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Certificate Administrator's
obligations under this Section 8.16 or the Certificate Administrator's
negligence, bad faith or willful misconduct in connection therewith or a breach
of the certification delivered by the Certificate Administrator pursuant to the
first sentence of this Section 8.16(b), and (ii) the Master Servicers and
Special Servicer shall each severally and not jointly indemnify and hold
harmless the Depositor, the Certificate Administrator and their respective
officers, directors and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the subject Master Servicer's or the Special Servicer's obligations,
as the case may be, under this Section 8.16 or the negligence, bad faith or
willful misconduct of the subject Master Servicer or the Special Servicer, as
the case may be, in connection therewith or a breach of the certification
delivered by the subject Master Servicer or the Special Servicer, as the case
may be, pursuant to the first sentence of this Section 8.16(b). If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then (i) the Certificate Administrator agrees that it
shall contribute to the amount paid or payable to the Depositor as a result of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Depositor on the one hand
and the Certificate Administrator on the other in connection with a breach of
the Certificate
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Administrator's obligations under this Section 8.16 or the Certificate
Administrator's negligence, bad faith or willful misconduct in connection
therewith or a breach of the certification delivered by the Certificate
Administrator pursuant to the first sentence of this Section 8.16(b), (ii) each
Master Servicer agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and such Master Servicer on the other in
connection with a breach of such Master Servicer's obligations under this
Section 8.16 or such Master Servicer's negligence, bad faith or willful
misconduct in connection therewith or a breach of the certification delivered by
such Master Servicer pursuant to the first sentence of this Section 8.16(b) and
(iii) the Special Servicer agrees that it shall contribute to the amount paid or
payable by the Depositor as a result of the losses, claims, damages or
liabilities of the Depositor in such proportion as is appropriate to reflect the
relative fault of the Depositor on the one hand and the Special Servicer on the
other in connection with a breach of the Special Servicer's obligations under
this Section 8.16 or the Special Servicer's negligence, bad faith or willful
misconduct in connection therewith or a breach of the certification delivered by
the Special Servicer pursuant to the first sentence of this Section 8.16(b).
(c) At all times during each Exchange Act Reporting Year, each of
the Trustee, the Certificate Administrator, the Master Servicers and the Special
Servicer shall (and shall use reasonable efforts to cause each Servicing
Representative acting on its behalf hereunder and, solely in the case of the
Trustee, each Trustee Appointee, to) monitor for, and (as soon as reasonably
practicable after becoming aware thereof) notify the Depositor and the
Certificate Administrator in writing of, the occurrence or existence of any and
all events, conditions, circumstances and/or matters that constitute or may
constitute related Exchange Act Reportable Events with respect thereto. Within
one (1) Business Day of becoming aware of any Form 8-K Required Information, the
Certificate Administrator shall promptly notify the Depositor in writing that
the filing of a Form 8-K Current Report may be required with respect to any of
the events, conditions, circumstances and/or matters that are the subject of
that information and, further, shall consult with the Depositor regarding
whether to prepare and file a Form 8-K Current Report under Section 8.16(a)(ii)
above with respect to such events, conditions, circumstances and/or matters and,
if prepared, the form and content of such filing (and the Certificate
Administrator shall be entitled to rely on a written direction of the Depositor
with regard to whether to make, and the form and content of, such filing). For
purposes of this paragraph, none of the Trustee, the Certificate Administrator,
a Master Servicer or the Special Servicer shall be considered to be aware of any
related Exchange Act Reportable Event, and the Certificate Administrator shall
not be considered to be aware of any Form 8-K Required Information, Form 10-D
Required Information or Form 10-K Required Information, unless a Responsible
Officer (in the case of the Trustee or the Certificate Administrator) or a
Servicing Officer (in the case of a Master Servicer or the Special Servicer)
thereof has actual knowledge. To the extent that a Master Servicer or the
Special Servicer, as applicable, has actual knowledge thereof or is acting as an
Outside Servicer, such servicer shall provide notice to the Certificate
Administrator and the Depositor of any event that (if such Master Servicer has
the subject actual knowledge or is acting as the subject Outside Servicer) would
constitute a Master Servicer Reportable Event in respect of an Outside Master
Servicer or any Outside Serviced Trust Mortgage Loan for which such Outside
Master Servicer is responsible, or any event that (if the Special Servicer has
the subject actual knowledge or is acting as the subject Outside Servicer) would
constitute a Special Servicer Reportable Event in respect of an Outside Special
Servicer or any Outside Serviced Trust Mortgage Loan or Outside Administered REO
Property for which such Outside Special Servicer is responsible; and,
notwithstanding anything to the contrary contained herein, except as may be
required
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under Section 8.16(j) or this sentence, this paragraph shall not otherwise
relate to Outside Servicers, Outside Trust Mortgage Loans and/or Outside
Administered REO Properties.
Upon reasonable request of the Depositor or the Certificate
Administrator, each other party hereto (including the Certificate Administrator,
if the Depositor is the requesting party, and the Depositor, if the Certificate
Administrator is the requesting party) shall (and shall use reasonable efforts
to cause each Servicing Representative acting on its behalf hereunder and,
solely in the case of the Trustee, each Trustee Appointee, to) promptly provide
to the requesting party any information in its possession as is necessary or
appropriate for the Depositor or the Certificate Administrator, as applicable,
to prepare fully and properly any Exchange Act Report with respect to the Trust
in accordance with the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder.
If, during any Exchange Act Reporting Year, a new Master Servicer,
Special Servicer, Certificate Administrator or Trustee is appointed, then such
new Master Servicer, Special Servicer, Certificate Administrator or Trustee, as
the case may be, shall in connection with its acceptance of such appointment
provide the Depositor and, in the case of a new Master Servicer, Special
Servicer or Trustee, the Certificate Administrator with such information
regarding itself, its business and operations and its experience and practices
regarding the duties it is to perform under this Agreement, as is required to be
reported by the Depositor pursuant to Item 6.02 of Form 8-K. If, during any
Exchange Act Reporting Year, a Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee appoints a Servicing Representative
that constitutes a Servicer contemplated by Item 1108(a)(2) of Regulation AB in
respect of the Subject Securitization Transaction (other than in connection with
the appointment of a Designated Sub-Servicer to service a Mortgage Loan
identified on Exhibit K hereto), then such Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be,
shall cause such Servicing Representative, in connection with its acceptance of
such appointment, to provide the Depositor and the Certificate Administrator
with such information regarding itself, its business and operations and its
servicing experience and practices, as is required to be reported by the
Depositor pursuant to Item 6.02 of Form 8-K.
Each of the Trustee, the Master Servicers, the Certificate
Administrator and the Special Servicer acknowledges and agrees that the
information to be provided by it (or by any Servicing Representative acting on
its behalf hereunder or, solely in the case of the Trustee, any Trustee
Appointee) pursuant to or as contemplated by this Section 8.16(c) is intended to
be used in connection with the preparation of Exchange Act Reports with respect
to the Trust.
If any Non-Trust Mortgage Loan has been included in a commercial
mortgage securitization involving the issuance of publicly offered commercial
mortgage-backed securities, then the Form 8-K Required Information, Form 10-D
Required Information, Form 10-K Required Information (including the Annual
Statement of Compliance, Annual Assessment Report, Annual Attestation Report and
Xxxxxxxx-Xxxxx Certification), and the certifications of the Certificate
Administrator, the Master Servicers and the Special Servicer in the forms of
Exhibit P, Exhibit Q-1 and Exhibit Q-2, respectively, required to be reported to
the Depositor under Section 8.16(b) or this Section 8.16(c) shall simultaneously
be reported to the depositor and trustee in respect of such commercial mortgage
securitization to the extent required for such depositor and/or trustee to
satisfy any Exchange Act reporting requirements in respect of the related
commercial mortgage trust.
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(d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2007), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Certificate Administrator shall, in accordance
with the Exchange Act and the rules and regulations promulgated thereunder,
timely file a Form 15 with respect to the Trust notifying the Commission of the
suspension of the reporting requirements under the Exchange Act and shall notify
all parties to this Agreement in writing that a Form 15 has been filed.
(e) The respective parties hereto agree to cooperate with all
reasonable requests made by the Depositor or any officer thereof in connection
with such Person's attempt to conduct any due diligence that such Person
reasonably believes to be appropriate in order to allow it to deliver any
Xxxxxxxx-Xxxxx Certification or portion thereof with respect to the Trust.
(f) Unless the other parties hereto receive written notice from
the Certificate Administrator to the contrary, the Certificate Administrator
hereby certifies that it intends to file any Form 10-K Annual Report with
respect to the Trust for any particular fiscal year on the last Business Day
that is not more than 90 days following the end of such fiscal year. Unless an
alternative time period is provided for in this Agreement, the respective
parties hereto shall deliver to the Certificate Administrator, at least ten (10)
Business Days prior to the date on which the Certificate Administrator intends
to file any Form 10-K Annual Report as contemplated by Section 8.16(a), any
items required to be delivered by such party that are to be an exhibit to such
Form 10-K Annual Report. The Certificate Administrator hereby notifies the
Trustee, the Master Servicers and the Special Servicer that a Form 10-K Annual
Report shall be required to be filed with respect to the Trust for 2007.
(g) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 8.16, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 8.16 pursuant to Section 11.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder; provided
that no such amendment shall diminish the filing requirements under this Section
8.16 on the part of the parties to this Agreement, as a collective whole, in
contravention of applicable law.
(h) Prior to April 1 of the first year in which the Certificate
Administrator has filed a Form 15 with the Commission in accordance with this
section, if at any time a Servicing Representative retained or engaged by a
Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee with respect to all or any portion of the Trust Fund fails to deliver,
if and to the extent applicable in accordance with Regulation AB and this
Agreement, any of the items set forth in the following clauses (i), (ii) and/or
(iii), then such Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, shall deliver a written notice
thereof to the Depositor and shall promptly terminate all engagements with the
subject Servicing Representative relating to the Subject Securitization
Transaction: (i) any Annual Statement of Compliance contemplated by Item 1123 of
Regulation AB, as and when provided under Section 3.13; or (ii) any Annual
Assessment Report contemplated by Item 1122 of Regulation AB, as and when
provided under Section 3.14; or (iii) any Annual Attestation Report contemplated
by Item 1122 of Regulation AB (together with, if required to be filed with the
Commission under applicable law, the consent of the applicable registered public
accounting firm to file such corresponding Annual Attestation Report with the
Commission), as and when provided under Section 3.14. In addition, prior to
April 1 of the first year in which the Certificate
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Administrator has filed a Form 15 with the Commission in accordance with this
section, if at any time the Depositor delivers a written notice to a Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee
stating that any Servicing Representative retained or engaged thereby has
defaulted on its obligation to deliver, (i) if and to the extent applicable in
accordance with Regulation AB and this Agreement, any of the items set forth in
clauses (i), (ii) and/or (iii) of the preceding sentence, as and when provided
under this Agreement, or (ii) if and to the extent applicable in accordance with
Regulation AB and another pooling and servicing agreement to which the Depositor
is a party, any of the items similar to those set forth in clauses (i), (ii)
and/or (iii) of the preceding sentence, as and when provided under such other
pooling and servicing agreement, then such Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be,
shall promptly terminate all engagements with the subject Servicing
Representative relating to the Subject Securitization Transaction.
(i) Each of the Master Servicers, the Special Servicer, the
Certificate Administrator and the Trustee shall indemnify the Depositor,
Citigroup Global Markets Realty Corp. and Citigroup Global Markets Inc. for, and
hold the Depositor, Citigroup Global Markets Realty Corp. and Citigroup Global
Markets Inc. harmless from and against, any and all losses, liabilities, claims,
damages, costs and expenses whatsoever, as incurred, arising out of or based
upon the failure of such Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, or any Servicing
Representative acting on behalf of such Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be (exclusive of a
Designated Sub-Servicer, insofar as such Sub-Servicer does not service any Trust
Mortgage Loans other than those identified on Exhibit K hereto), to deliver or
cause to be delivered to the Depositor, the Certificate Administrator and each
affected Serviced Non-Trust Mortgage Loan Noteholder, with respect to any
Exchange Act Reporting Year, as and when required or contemplated by Section
3.13 and/or Section 3.14: (i) any Annual Statement of Compliance; (ii) any
Annual Assessment Report; and/or (iii) any Annual Attestation Report (together
with, if required to be filed with the Commission under applicable law, the
accountants' consent authorizing the filing thereof with the Commission).
(j) If any party hereunder is also acting as an Outside Servicer
or Outside Trustee with respect to an Outside Serviced Trust Mortgage Loan
during any portion of an Exchange Act Reporting Year in respect of the Trust,
then: (i) such party (in such capacity) is hereby notified, and acknowledges,
that the Subject Securitization Transaction is subject to Regulation AB and the
Trust is subject to Exchange Act reporting; and (ii) such party shall, in its
capacity as such Outsider Servicer, comply with the provisions of Sections
8.16(b), 8.16(c), 8.16(e), 8.16(h) and Section 8.16(i) applicable to the Master
Servicers (if the subject party is also acting as an Outside Master Servicer),
the Special Servicer (if the subject party is also acting as an Outside Special
Servicer) or the Certificate Administrator/Trustee (if the subject party is also
acting as an Outside Trustee), as applicable, but reflecting that such Outside
Serviced Trust Mortgage Loan is being serviced and administered under the
related Outside Servicing Agreement. The Certificate Administrator shall notify
each other Outside Servicer and Outside Trustee that the Subject Securitization
Transaction is subject to Regulation AB and the Trust is subject to Exchange Act
reporting.
SECTION 8.17 Appointment of a Fiscal Agent.
(a) In order to satisfy the eligibility requirements of Section
8.06 (insofar as such requirements relate to ratings), the Trustee may appoint a
Fiscal Agent. Any Fiscal Agent shall at all
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times maintain a long-term unsecured debt rating of no less than "AA-" from
Fitch and S&P (or, in the case of any Rating Agency, such other rating as shall
not result in an Adverse Rating Event with respect to any Class of Certificates,
as confirmed in writing by such Rating Agency).
(b) To the extent that the Trustee is required, pursuant to the
terms of this Agreement, to make any Advance, whether as a successor master
servicer or otherwise, and has failed to do so in accordance with the terms
hereof, any Fiscal Agent appointed by the Trustee shall make such Advance as and
when required by the terms of this Agreement on behalf the Trustee as if such
Fiscal Agent were the Trustee hereunder. To the extent that a Fiscal Agent makes
an Advance pursuant to this Section 8.17(b) or otherwise pursuant to this
Agreement, the obligations of the Trustee under this Agreement in respect of
such Advance shall be satisfied.
(c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities that the Trustee is entitled to
hereunder as if it were the Trustee, except that all fees and expenses of any
Fiscal Agent (other than any interest owed to such Fiscal Agent in respect of
unreimbursed Advances) incurred by such Fiscal Agent in connection with the
transactions contemplated by this Agreement shall be borne by the Trustee, and
neither the Trustee nor such Fiscal Agent shall be entitled to reimbursement
therefor from any of the Trust Fund, the Depositor, the Certificate
Administrator, any Master Servicer or the Special Servicer.
(d) The obligations of a Fiscal Agent set forth in this Section
8.17 or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. A Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that a Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent shall belong to the successor Trustee, and which
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the
eligibility requirements of Section 8.06). Any successor fiscal agent so
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of a Fiscal Agent set forth
in this Agreement; provided that no such successor shall become Fiscal Agent
hereunder unless either (i) it satisfies the rating requirements of Section
8.17(a) or (ii) the Trustee shall have received written confirmation from each
Rating Agency that the succession of such proposed successor fiscal agent would
not, in and of itself, result in an Adverse Rating Event with respect to any
Class of Certificates.
(e) The Trustee shall promptly notify the other parties hereto,
the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of any Fiscal Agent.
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SECTION 8.18 Representations and Warranties of Fiscal Agent.
(a) Any Fiscal Agent shall hereby represent and warrant to each of
the other parties hereto and for the benefit of the Certificateholders and the
Serviced Non-Trust Mortgage Loan Noteholders, as of the date of its appointment,
that:
(i) Such Fiscal Agent is a legal entity duly organized,
validly existing and in good standing under the laws of the jurisdiction
of its organization.
(ii) The execution and delivery of this Agreement by such
Fiscal Agent, and the performance and compliance with the terms of this
Agreement by such Fiscal Agent, will not violate such Fiscal Agent's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in a material breach of, any material agreement or other instrument
to which it is a party or by which it is bound.
(iii) Such Fiscal Agent has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of such Fiscal Agent, enforceable against such Fiscal
Agent in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) Such Fiscal Agent is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in such Fiscal Agent's good faith
and reasonable judgment, is likely to affect materially and adversely
either the ability of such Fiscal Agent to perform its obligations under
this Agreement or the financial condition of such Fiscal Agent.
(vi) No litigation is pending or, to the best of such Fiscal
Agent's knowledge, threatened against such Fiscal Agent that, if
determined adversely to such Fiscal Agent, would prohibit such Fiscal
Agent from entering into this Agreement or, in such Fiscal Agent's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of such Fiscal Agent to perform its obligations
under this Agreement or the financial condition of such Fiscal Agent.
(vii) Any consent, approval, authorization or order of any
court or governmental agency or body required for the execution, delivery
and performance by such Fiscal Agent of or compliance by such Fiscal Agent
with this Agreement, or the consummation of the transactions contemplated
by this Agreement, has been obtained and is effective, except
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where the lack of consent, approval, authorization or order would not have
a material adverse effect on the performance by such Fiscal Agent under
this Agreement.
(b) The representations and warranties of any Fiscal Agent set
forth in Section 8.18(a) shall survive its appointment as such under this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall given prompt written notice
thereof to the other parties hereto.
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ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of All
Trust Mortgage Loans.
Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicers, the Special Servicer, the Certificate Administrator and the
Trustee (other than the obligations of the Certificate Administrator to provide
for and make payments to Certificateholders as hereafter set forth) shall
terminate upon payment (or provision for payment) (i) to the Certificateholders
of all amounts held by or on behalf of the Certificate Administrator and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (A) the purchase by a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder of all Trust Mortgage Loans and
each REO Property (or, in the case of an SLC Mortgaged Property, if it has
become an REO Property, and in the case of any Outside Administered REO
Property, the Trust's interest therein) remaining in the Trust Fund at a price
equal to (1) the aggregate Purchase Price of all the Trust Mortgage Loans
included in the Trust Fund, plus (2) the appraised value of each REO Property
(or, in the case of an SLC Mortgaged Property, if it has become an REO Property,
and in the case of any Outside Administered REO Property, the Trust's interest
therein), if any, included in the Trust Fund, such appraisal to be conducted by
an Independent Appraiser selected by the Master Servicers and approved by the
Trustee, minus (3) if the purchaser is a Master Servicer or the Special
Servicer, the aggregate amount of unreimbursed Advances made by such Master
Servicer or the Special Servicer, as applicable, together with any interest
accrued and payable to such Master Servicer in respect of unreimbursed Advances
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Master Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items shall be deemed to have been paid or reimbursed to such Master Servicer or
the Special Servicer, as applicable, in connection with such purchase), (B) the
exchange by all of the Certificateholders (exclusive of the Class R
Certificateholders) of their respective Certificates for all the Mortgage Loans
and each REO Property remaining in the Trust Fund in the manner set forth below
in this Section 9.01, and (C) the final payment or other liquidation (or any
advance with respect thereto) of the last Trust Mortgage Loan or REO Property
(or, in the case of an SLC Mortgaged Property, if it has become an REO Property,
and in the case of any Outside Administered REO Property, the Trust's interest
therein) remaining in the Trust Fund, and (ii) to the Trustee, any Fiscal Agent,
the Certificate Administrator, the Master Servicers, the Special Servicer and
the officers, directors, employees and agents of each of them of all amounts
which may have become due and owing to any of them hereunder; provided, however,
that in no event shall the Trust Fund created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St.
Xxxxx, living on the date hereof.
Each Master Servicer, the Special Servicer or the Majority
Controlling Class Certificateholder may at its option elect to purchase all of
the Trust Mortgage Loans and each REO Property (or, in the case of an SLC
Mortgaged Property, if it has become an REO Property, and in the case of any
Outside Administered REO Property, the Trust's interest therein) remaining in
the Trust Fund as contemplated by clause (i)(A) of the preceding paragraph by
giving written notice to the other parties hereto no later than 60 days prior to
the anticipated date of purchase; provided, however, that
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(i) the aggregate Stated Principal Balance of the Mortgage Pool at the time of
such election is less than 1.0% of the aggregate Cut-off Date Balances of all
the Trust Mortgage Loans originally included in the Trust Fund, (ii) a Master
Servicer shall not have the right to effect such a purchase if, within 30 days
following such Master Servicer's delivery of a notice of election pursuant to
this paragraph, the Special Servicer or the Majority Controlling Class
Certificateholder or, if it is then the applicable Master Servicer for a larger
principal amount of Trust Mortgage Loans, another Master Servicer shall give
notice of its election to purchase all of the Trust Mortgage Loans and each REO
Property (or, in the case of an SLC Mortgaged Property, if it has become an REO
Property, and in the case of any Outside Administered REO Property, the Trust's
interest therein) remaining in Trust Fund and shall thereafter effect such
purchase in accordance with the terms hereof, and (iii) the Majority Controlling
Class Certificateholder shall not have the right to effect such a purchase if,
within 30 days following the Majority Controlling Class Certificateholder's
delivery of a notice of election pursuant to this paragraph, the Special
Servicer shall give notice of its election to purchase all of the Trust Mortgage
Loans and each REO Property (or, in the case of an SLC Mortgaged Property, if it
has become an REO Property, and in the case of any Outside Administered REO
Property, the Trust's interest therein) remaining in Trust Fund and shall
thereafter effect such purchase in accordance with the terms hereof. If the
Trust Fund is to be terminated in connection with a Master Servicer's, the
Special Servicer's or the Majority Controlling Class Certificateholder's
purchase of all of the Trust Mortgage Loans and each REO Property (or, in the
case of an SLC Mortgaged Property, if it has become an REO Property, and in the
case of any Outside Administered REO Property, the Trust's interest therein)
remaining in the Trust Fund, then such Master Servicer, the Special Servicer or
the Majority Controlling Class Certificateholder, as applicable, shall deposit,
or deliver to the applicable Master Servicer for deposit, in the applicable
Collection Account (or, to the extent allocable to any SLC REO Property, in the
related SLC Custodial Account) not later than the Determination Date relating to
the Distribution Date on which the final distribution on the Certificates is to
occur an aggregate amount in immediately available funds equal to the
above-described purchase price. On the P&I Advance Date relating to such final
Distribution Date, each Master Servicer shall transfer to the Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date
from its Collection Account pursuant to the second paragraph of Section 3.04(b),
together with any other amounts on deposit in its Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposit has been made, the Trustee shall release or cause to be released to the
Person effecting the purchase, the Mortgage Files for the remaining Trust
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Person effecting the purchase as shall be
necessary to effectuate transfer of the Trust Mortgage Loans and REO Properties
(or, in the case of an SLC Mortgaged Property, if it has become an REO Property,
and in the case of any Outside Administered REO Property, the Trust's interest
therein) to the Person effecting the purchase or its designee.
Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-2, Class X-0, Xxxxx X-0X, Class A-SB, Class
A-4, Class A-4FL, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class
K Certificates is reduced to zero, all the remaining Certificateholders
(exclusive of the Class R Certificateholders), acting together (each having
agreed in writing to so act, a copy of which writing shall be delivered to the
Certificate Administrator), shall have the right, with the consent of each
Master Servicer, to exchange all of the Certificates (exclusive of the Class R
Certificates) for all of the Mortgage Loans and each REO Property (or, in the
case of an SLC REO Property, and in the case of any Outside Administered REO
Property, the Trust's interest therein) remaining in the Trust Fund as
contemplated by clause (i)(B) of the first paragraph of this Section 9.01, by
giving written notice to all
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the parties hereto no later than 60 days prior to the anticipated date of
exchange. In the event that all the Certificateholders (exclusive of the Class R
Certificateholders) elect (as evidenced by a writing signed by each such
Certificateholder and delivered to the Certificate Administrator) to exchange
all of the Certificates for all of the Mortgage Loans and each REO Property (or,
in the case of an SLC REO Property, and in the case of any Outside Administered
REO Property, the Trust's interest therein) remaining in the Trust Fund, the
Certificateholders (exclusive of the Class R Certificateholders), not later than
the fifth Business Day preceding the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the respective
Collection Accounts an aggregate amount in immediately available funds equal to
all amounts then due and owing to the Depositor, the Master Servicers, the
Special Servicer, the Trustee, the Certificate Administrator and any Fiscal
Agent pursuant to Section 3.05(a), or that may be withdrawn from the
Distribution Account pursuant to Section 3.05(b), including, without limitation
an amount (payable to the Certificate Administrator out of the Distribution
Account as if it was interest earned on Permitted Investments) equal to interest
calculated at the Prime Rate on the aggregate Certificate Principal Balance of
the Principal Balance Certificates, as of the first day of the current calendar
month from and including one (1) Business Day prior to such final Distribution
Date to but excluding such final Distribution Date, but only to the extent that
such amounts are not already on deposit in the Collection Accounts. In addition,
on the P&I Advance Date relating to the final Distribution Date, each Master
Servicer shall transfer to the Distribution Account all amounts required to be
transferred thereto on such P&I Advance Date from its Collection Account
pursuant to the second paragraph of Section 3.04(b), together with any other
amounts on deposit in its Collection Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits have been made
and following the surrender of all the Certificates (exclusive of the Class R
Certificates) on the final Distribution Date, the Trustee shall release or cause
to be released to a designee of all the Certificateholders (exclusive of the
Class R Certificateholders) (each such Certificateholder having agreed to such
designation in a writing delivered to the Trustee), the Mortgage Files for the
remaining Mortgage Loans and REO Properties (or, in the case of an SLC REO
Property, and in the case of any Outside Administered REO Property, the Trust's
interest therein) and shall execute all assignments, endorsements and other
instruments furnished to it by the Certificateholders (exclusive of the Class R
Certificates) as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties (or, in the case of an SLC REO Property, and in the case of
any Outside Administered REO Property, the Trust's interest therein) remaining
in the Trust Fund.
Any transfer of Trust Mortgage Loans pursuant to this section,
except in the case of the Outside Serviced Trust Mortgage Loans, shall be on a
servicing-released basis.
Notice of any termination shall be given promptly by the Certificate
Administrator by letter to Certificateholders mailed (a) if such notice is given
in connection with a Master Servicer's, the Special Servicer's or the Majority
Controlling Class Certificateholder's purchase of the Trust Mortgage Loans and
each REO Property (or, in the case of an SLC Mortgaged Property, if it has
become an REO Property, and in the case of any Outside Administered REO
Property, the Trust's interest therein) remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates or (b) otherwise during
the month of such final distribution on or before the Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust
Fund will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Certificate Registrar or such other location therein
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designated. The Certificate Administrator shall give such notice to the Master
Servicers, the Special Servicer, the Trustee and the Depositor at the time such
notice is given to Certificateholders.
Upon presentation and surrender of the Certificates (exclusive of
the Class Y Certificates) by the applicable Certificateholders on the final
Distribution Date, the Certificate Administrator shall distribute to each such
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account (or, if applicable, the Floating Rate
Account) that, in accordance with Section 4.01, are allocable to payments on the
Class of Certificates so presented and surrendered.
Upon presentation and surrender of the Class Y Certificates by the
applicable Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each such Certificateholder so presenting and
surrendering its Class Y Certificates such Certificateholder's Percentage
Interest of any Additional Interest then on deposit in the Additional Interest
Account that was paid on an ARD Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto.
Any funds not distributed to any Holder or Holders of Certificates
on the final Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six (6) months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one (1) year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such reasonable steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate, and shall deal with all such unclaimed amounts in
accordance with applicable law. The costs and expenses of holding such funds in
trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder.
SECTION 9.02 Additional Termination Requirements.
(a) If a Master Servicer, the Special Servicer or the Majority
Controlling Class Certificateholder purchases, or the Certificateholders
(exclusive of the Class R Certificateholders) exchange their Certificates for,
all of the Trust Mortgage Loans and each REO Property (or, in the case of an SLC
Mortgaged Property, if it has become an REO Property, and in the case of any
Outside Administered REO Property, the Trust's interest therein) remaining in
the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly,
each REMIC Pool) shall be terminated in accordance with the following additional
requirements, unless the Person effecting the purchase obtains at its own
expense and delivers to the Certificate Administrator and the Trustee an Opinion
of Counsel, addressed to the Certificate Administrator and the Trustee, to the
effect that the failure of the Trust Fund to comply with the requirements of
this Section 9.02 will not result in the imposition of taxes on "prohibited
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transactions" of any REMIC Pool as defined in Section 860F of the Code or cause
any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates
are outstanding:
(i) the Certificate Administrator shall specify the first
day in the 90-day liquidation period in a statement attached to the final
Tax Return for each REMIC Pool pursuant to Treasury regulations section
1.860F-1;
(ii) during such 90-day liquidation period and at or prior
to the time of making of the final payment on the Certificates, the
Trustee shall either (A) sell all of the assets of REMIC I and, if
applicable, the Loan REMIC, to the applicable Master Servicer, the Special
Servicer or the Majority Controlling Class Certificateholder, as
applicable, for cash or (B) exchange all the assets of REMIC I for the
Certificates (exclusive of the Class R Certificates); and
(iii) at the time of the making of the final payment on the
Certificates, the Certificate Administrator shall distribute or credit, or
cause to be distributed or credited, to the Certificateholders in
accordance with Section 9.01 all cash on hand (other than cash retained to
meet claims), and each REMIC Pool shall terminate at that time.
(b) In the event the Trust Fund is to be terminated while any Swap
Agreement is still in effect, the Certificate Administrator shall promptly
notify the applicable Swap Counterparty in writing of the date on which the
Trust Fund is to be terminated and that the notional amount of such Swap
Agreement will be reduced to zero on such date. Based on the date of
termination, the Certificate Administrator, prior to any final distributions to
the Holders of the related Floating Rate Certificates pursuant to Section 4.01,
shall pay the related Net Floating Rate I Swap Payment, if any, to the
applicable Swap Counterparty.
(c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Certificate Administrator to specify the 90-day
liquidation period for each REMIC Pool, which authorization shall be binding
upon all successor Certificateholders.
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ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01 REMIC Administration.
(a) The Certificate Administrator shall elect to treat each REMIC
Pool as a REMIC under the Code and, if necessary, under applicable state law.
Each such election will be made on Form 1066 or other appropriate federal or
state Tax Returns for the taxable year ending December 31, 2007, in the case of
each REMIC Pool.
(b) The Loan REMIC Regular Interests, the REMIC I Regular
Interests and the Regular Certificates/Group FL REMIC II Regular Interests are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in the respective Loan REMICs, REMIC I and REMIC II,
respectively; provided that the Class X Certificates shall evidence multiple
"regular interests" in REMIC II. The Class R Certificates are hereby designated
as the single class of "residual interests" (within the meaning of Section
860G(a)(2) of the Code) in each REMIC Pool. None of the Master Servicers, the
Special Servicer, the Certificate Administrator or the Trustee shall (to the
extent within its control) permit the creation of any other "interests" in any
REMIC Pool (within the meaning of Treasury regulations section 1.860D-1(b)(1)).
(c) The Closing Date is hereby designated as the "startup day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date" of the Loan REMIC Regular Interests, the REMIC I
Regular Interests and the Regular Certificates/Group FL REMIC II Regular
Interests (or, in the case of the Class X Certificates, the "regular interests"
in REMIC II evidenced thereby) for purposes of the REMIC Provisions shall be the
Rated Final Distribution Date.
(d) The Plurality Class R Certificateholder as to the applicable
taxable year is hereby designated as the Tax Matters Person of each REMIC Pool,
and shall act on behalf of the related REMIC in relation to any tax matter or
controversy and shall represent the related REMIC in any administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority; provided that the Certificate Administrator is hereby
irrevocably appointed to act and shall act as agent and attorney-in-fact for the
Tax Matters Person for each REMIC Pool in the performance of its duties as such.
(e) Except as otherwise provided in Section 3.17(a) and
subsections (h) and (i) below, the Certificate Administrator shall pay out of
its own funds any and all routine tax administration expenses of the Trust Fund
incurred with respect to each REMIC Pool (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities, which extraordinary expenses shall be payable or
reimbursable to the Certificate Administrator from the Trust Fund unless
otherwise provided in Section 10.01(g) or 10.01(h)).
(f) The Certificate Administrator shall use its best efforts to
acquire, within 30 days after the Closing Date, taxpayer identification numbers
for each REMIC Pool by preparing and filing Internal Revenue Service Forms SS-4
or otherwise obtain them and shall prepare and file (if not previously prepared
and filed) with the Internal Revenue Service Form 8811, "Information Return for
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Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the Trust Fund. In addition, the Certificate Administrator
shall prepare, sign and file when due all of the other Tax Returns in respect of
each REMIC Pool. The expenses of preparing and filing such returns shall be
borne by the Certificate Administrator without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the
Certificate Administrator or its designee such information with respect to each
REMIC Pool as is in its possession and reasonably requested by the Certificate
Administrator to enable it to perform its obligations under this Article.
Without limiting the generality of the foregoing, the Depositor, within ten (10)
days following the Certificate Administrator's request therefor, shall provide
in writing to the Certificate Administrator such information as is reasonably
requested by the Certificate Administrator for tax purposes, as to the
valuations and Issue Prices of the Certificates, and the Certificate
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Certificate Administrator to perform such obligations.
(g) The Certificate Administrator shall perform on behalf of each
REMIC Pool all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the Certificate Administrator shall provide to: (i) any Transferor of a
Class R Certificate or agent of a non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a Class
R Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each REMIC Pool.
(h) The Certificate Administrator shall perform its duties
hereunder so as to maintain the status of each REMIC Pool as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicers and the Special Servicer
shall assist the Certificate Administrator to the extent reasonably requested by
the Certificate Administrator and to the extent of information within the
Trustee's, a Master Servicer's or the Special Servicer's possession or control).
None of the Certificate Administrator, Master Servicers, the Special Servicer or
the Trustee shall knowingly take (or cause any REMIC Pool to take) any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any REMIC Pool as a REMIC, or (ii) except as provided in Section
3.17(a), result in the imposition of a tax upon any REMIC Pool (including, but
not limited to, the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code or the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code (any such endangerment or imposition or, except as
provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event")),
unless the Certificate Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Certificate Administrator seeks to take such action or to
refrain from acting for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse REMIC Event. The
Certificate Administrator shall not take any action or fail to take any action
(whether or not authorized hereunder) as to which a Master Servicer or the
Special Servicer has advised it in writing that either a Master Servicer or the
Special Servicer has received or obtained an Opinion of Counsel to the
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effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to any REMIC Pool, or causing
any REMIC Pool to take any action that is not expressly permitted under the
terms of this Agreement, the Master Servicers and the Special Servicer shall
consult with the Certificate Administrator or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur.
Neither a Master Servicer nor the Special Servicer shall take any such action or
cause any REMIC Pool to take any such action as to which the Certificate
Administrator has advised it in writing that an Adverse REMIC Event could occur,
and neither a Master Servicer nor the Special Servicer shall have any liability
hereunder for any action taken by it in accordance with the written instructions
of the Certificate Administrator. The Certificate Administrator may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement, but
in no event at the cost or expense of the Trust Fund, the Trustee or the
Certificate Administrator. At all times as may be required by the Code, the
Certificate Administrator (to the extent it is within its control) shall take
all necessary actions within the scope of its responsibilities as more
specifically set forth in this Agreement such that it does not cause
substantially all of the assets of each REMIC Pool to fail to consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(i) If any tax is imposed on any REMIC Pool, including, without
limitation, "prohibited transactions" taxes as defined in Section 860F(a)(2) of
the Code, any tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code, any taxes on contributions to any REMIC Pool after
the Startup Day pursuant to Section 860G(d) of the Code, and any other tax
imposed by the Code or any applicable provisions of State or Local Tax laws
(other than any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a)), such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the Certificate Administrator, if such tax arises
out of or results from a breach by the Certificate Administrator of any of its
obligations under this Article X (provided that no liability shall be imposed
upon the Certificate Administrator under this clause if another party has
responsibility for payment of such tax under clauses (iii) or (v) of this
subsection (i); (ii) the Special Servicer, if such tax arises out of or results
from a breach by the Special Servicer of any of its obligations under Article
III or this Article X; (iii) a Master Servicer, if such tax arises out of or
results from a breach by such Master Servicer of any of its obligations under
Article III or this Article X; (iv) the Trustee if such tax arises out of or
results from a breach by the Trustee of any of its respective obligations under
Article IV, Article VIII or this Article X; (v) the applicable Mortgage Loan
Seller, if such tax was imposed due to the fact that any of the Trust Mortgage
Loans did not, at the time of their transfer to the Trust constitute a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the
Trust Fund, excluding the portion thereof constituting Grantor Trust A-4FL,
Grantor Trust A-MFL, Grantor Trust A-JFL or Grantor Trust Y, in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a) shall be charged to and paid by the Trust Fund. Any such amounts
payable by the Trust Fund shall be paid by the Certificate Administrator out of
amounts on deposit in the Distribution Account in reduction of the Available
Distribution Amount pursuant to Section 3.05(b).
(j) The Certificate Administrator shall, for federal income tax
purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis.
(k) Following the Startup Day, none of the Trustee, the Master
Servicers or the Special Servicer shall accept any contributions of assets to
any REMIC Pool unless it shall have
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received an Opinion of Counsel (at the expense of the party seeking to cause
such contribution and in no event at the expense of the Trust Fund or the
Trustee) to the effect that the inclusion of such assets in such REMIC Pool will
not cause: (i) such REMIC Pool to fail to qualify as a REMIC at any time that
any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC Pool under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(l) None of the Trustee, the Master Servicers or the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Trust Mortgage Loans
(except in connection with (A) the default or foreclosure of a Trust Mortgage
Loan, including, but not limited to, the sale or other disposition of a
Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of a REMIC Pool, (C) the termination of each REMIC Pool pursuant to Article IX
of this Agreement, or (D) a purchase of Trust Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in any Collection Account, the Distribution
Account or any REO Account for gain; or (iii) the acquisition of any assets on
behalf of a REMIC Pool (other than (1) a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Trust Mortgage Loan, (2) a Qualified Substitute Mortgage Loan pursuant to
Article II hereof and (3) Permitted Investments acquired in connection with the
investment of funds in any Collection Account, any SLC Custodial Account, the
Distribution Account or any REO Account); in any event unless it has received an
Opinion of Counsel (at the expense of the party seeking to cause such sale,
disposition or acquisition, but in no event at the expense of the Trust Fund or
the Trustee) to the effect that such sale, disposition or acquisition, will not
cause: (x) any REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (y) the imposition of any tax on any REMIC Pool
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.
(m) Except as permitted by Section 3.17(a), none of the Trustee,
the Master Servicers and the Special Servicer shall enter into any arrangement
by which any REMIC Pool will receive a fee or other compensation for services
nor permit any REMIC Pool to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
SECTION 10.02 Grantor Trust Administration.
(a) The Certificate Administrator shall treat each of Grantor
Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y, for
tax return preparation purposes, as a separate grantor trust under the Code and
shall treat the assets thereof as separate assets of Grantor Trust A-4FL,
Grantor Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y, respectively, and
not of any REMIC Pool, as permitted by Treasury regulations section
1.860G-2(i)(1). The Class A-4FL Certificates, the Class A-MFL Certificates, the
Class A-JFL Certificates and the Class Y Certificates are hereby designated as
representing an undivided beneficial interest in Grantor Trust A-4FL, Grantor
Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y, respectively.
(b) The Certificate Administrator shall pay out of its own funds
any and all routine tax administration expenses of the Trust Fund incurred with
respect to each Grantor Trust (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
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authorities, which extraordinary expenses shall be payable or reimbursable to
the Certificate Administrator from the Trust Fund unless otherwise provided in
Section 10.02(e) or 10.02(f)).
(c) The Certificate Administrator shall prepare, sign and file
when due all of the Tax Returns in respect of the Transaction-Specific Grantor
Trusts. The expenses of preparing and filing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor. The other
parties hereto shall provide on a timely basis to the Certificate Administrator
or its designee such information with respect to the Transaction-Specific
Grantor Trusts as is in its possession and reasonably requested by the
Certificate Administrator to enable it to perform its obligations under this
Section 10.02. Without limiting the generality of the foregoing, the Depositor,
within ten (10) days following the Certificate Administrator's request therefor,
shall provide in writing to the Certificate Administrator such information as is
in its possession and reasonably requested by the Certificate Administrator for
tax purposes, and the Certificate Administrator's duty to perform its reporting
and other tax compliance obligations under this Section 10.02 shall be subject
to the condition that it receives from the Depositor such information possessed
by the Depositor that is necessary to permit the Certificate Administrator to
perform such obligations.
(d) Each Transaction-Specific Grantor Trust is a WHFIT that is a
NMWHFIT. The Certificate Administrator will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable
the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator shall assume that
the Depository is the only "middleman" (as such term is defined in the WHFIT
Regulations) with respect to the Floating Rate Certificates unless a beneficial
owner thereof or the Depositor provides the Certificate Administrator with the
identities of other "middlemen" with respect to the Floating Rate Certificates.
The Holders of Class Y Certificates shall provide the Certificate Administrator
with information identifying any such Holders of Class Y Certificates that are
"middlemen" as defined by the WHFIT. The Certificate Administrator shall be
entitled to rely on the first sentence of this Section 10.02(d) and shall be
entitled to indemnification in accordance with the terms of this Agreement in
the event that the IRS makes a determination that the first sentence of this
Section 10.02(d) is incorrect.
The Certificate Administrator, in its discretion, will report
required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The
Certificate Administrator will be under no obligation to determine whether a
Holder of a Class A-4FL, Class A-MFL, Class A-JFL or Class Y Certificate uses
the cash or accrual method. The Certificate Administrator will make available
WHFIT information to the Holders of the Class A-4FL, Class A-MFL, Class A-JFL
and Class Y Certificates annually. In addition, the Certificate Administrator
will not be responsible or liable for providing subsequently amended, revised or
updated information to any certificate holder, unless requested by a Holder of a
Class A-4FL, Class A-MFL, Class A-JFL or Class Y Certificate.
The Certificate Administrator shall not be liable for failure to
meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary
information being provided to the Certificate Administrator, (ii) incomplete,
inaccurate or untimely information being provided to the Certificate
Administrator or (iii) the inability of the Certificate Administrator, after
good faith efforts, to alter its existing information reporting systems to
capture information necessary to fully comply with the WHFIT Regulations for the
2007 calendar year. Each Holder of a Class A-4FL, Class A-MFL, Class A-JFL or
Class Y Certificate,
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by acceptance of its interest in such Class of Certificates, will be deemed to
have agreed to provide the Certificate Administrator with information regarding
any sale of such Certificates, including the price, amount of proceeds and date
of sale. Absent receipt of such information, and unless informed otherwise by
the Depositor, the Certificate Administrator will assume there is no secondary
market trading of WHFIT interests.
To the extent required by the WHFIT Regulations, the Certificate
Administrator will use reasonable efforts to publish on an appropriate website
the CUSIPs for the Class A-4FL, Class A-MFL, Class A-JFL and Class Y
Certificates. The Certificate Administrator will make reasonable good faith
efforts to keep the website accurate and updated to the extent CUSIPs have been
received. Absent the receipt of a CUSIP, the Certificate Administrator will use
a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator
will not be liable for investor reporting delays that result from the receipt of
inaccurate or untimely CUSIP information.
The Certificate Administrator shall be entitled to additional
reasonable compensation for changes in reporting required in respect of the
WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or
a change in interpretation of the WHFIT Regulations by the IRS or the Depositor
or its counsel, if such change requires, in the Certificate Administrator's sole
discretion, a material increase in the Certificate Administrator's reporting
obligations in respect of the related grantor trust.
(e) The Certificate Administrator shall furnish or cause to be
furnished to each Holder of a Class Y Certificate, a Class A-4FL Certificate, a
Class A-MFL Certificate or a Class A-JFL Certificate, as applicable, on the cash
or accrual method of accounting, as applicable, such information as to their
respective portions of the income and expenses of Grantor Trust Y, Grantor Trust
A-4FL, Grantor Trust A-MFL or Grantor Trust A-JFL, as applicable, at the time
and in the manner required under the Code, and shall perform on behalf of
Grantor Trust Y, Grantor Trust A-4FL, Grantor Trust A-MFL or Grantor Trust
A-JFL, as applicable, all reporting and other tax compliance duties that are
required in respect thereof under the Code, the Grantor Trust Provisions or
other compliance guidance issued by the Internal Revenue Service or any state or
local taxing authority.
(f) The Certificate Administrator shall perform its duties
hereunder so as to maintain the status of each of Grantor Trust A-4FL, Grantor
Trust A-MFL, Grantor Trust A-JFL and Grantor Trust Y as a separate grantor trust
under the Grantor Trust Provisions (and the Trustee, the Master Servicers and
the Special Servicer shall assist the Certificate Administrator to the extent
reasonably requested by the Certificate Administrator and to the extent of
information within the Trustee's, a Master Servicer's or the Special Servicer's
possession or control). None of the Certificate Administrator, any Master
Servicer, the Special Servicer or the Trustee shall knowingly take (or cause any
Transaction-Specific Grantor Trust to take) any action or fail to take (or fail
to cause to be taken) any action that, under the Grantor Trust Provisions, if
taken or not taken, as the case may be, could endanger the status of any
Transaction-Specific Grantor Trust as a grantor trust under the Grantor Trust
Provisions (any such endangerment of grantor trust status, an "Adverse Grantor
Trust Event"), unless the Certificate Administrator has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the Certificate Administrator seeks to take such
action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which
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the Certificate Administrator has advised it in writing that the Certificate
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to any Transaction-Specific
Grantor Trust, or causing the Trust Fund to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicers and
the Special Servicer shall consult with the Certificate Administrator or its
designee, in writing, with respect to whether such action could cause an Adverse
Grantor Trust Event to occur. Neither a Master Servicer nor the Special Servicer
shall have any liability hereunder for any action taken by it in accordance with
the written instructions of the Certificate Administrator. The Certificate
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the cost or expense of the Trust
Fund, the Certificate Administrator or the Trustee. Under no circumstances may
the Certificate Administrator vary the assets of any Transaction-Specific
Grantor Trust so as to take advantage of variations in the market so as to
improve the rate of return of Holders of the Class A-4FL Certificates, the Class
A-MFL Certificates, the Class A-JFL Certificates and the Class Y Certificates,
as applicable.
(g) If any tax is imposed on any Transaction-Specific Grantor
Trust, such tax, together with all incidental costs and expenses (including,
without limitation, penalties and reasonable attorneys' fees), shall be charged
to and paid by: (i) the Certificate Administrator, if such tax arises out of or
results from a breach by the Certificate Administrator of any of its obligations
under this Section 10.02; (ii) the Special Servicer, if such tax arises out of
or results from a breach by the Special Servicer of any of its obligations under
Article III or this Section 10.02; (iii) a Master Servicer, if such tax arises
out of or results from a breach by such Master Servicer of any of its
obligations under Article III or this Section 10.02; (iv) the Trustee if such
tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.02; or (v) the
portion of the Trust Fund constituting a Transaction-Specific Grantor Trust in
all other instances.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
(a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicers, the Special Servicer, the
Trustee and the Certificate Administrator, without the consent of any of the
Certificateholders or, with respect to any Loan Combination, any related
Non-Trust Mortgage Loan Noteholder: (i) to cure any ambiguity; (ii) to correct
any error or to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein or with the Prospectus; (iii) to
add any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the provisions hereof; (iv) to relax or
eliminate any requirement hereunder imposed by the REMIC Provisions if the REMIC
Provisions are amended or clarified such that any such requirement may be
relaxed or eliminated; or (v) if such amendment, as evidenced by an Opinion of
Counsel (at the expense of the Trust Fund, in the case of any amendment
requested by a Master Servicer or the Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the
expense of the party seeking such amendment) delivered to the Master Servicers,
the Special Servicer, the Trustee and the Certificate Administrator, is
advisable or reasonably necessary to comply with any requirements imposed by the
Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any REMIC
Pool or any Transaction-Specific Grantor Trust at least from the effective date
of such amendment, or would be necessary to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or any
Transaction-Specific Grantor Trust; (vi) as provided in Section 5.02(d)(iv), to
modify, add to or eliminate any of the provisions of Section 5.02(d)(i), (ii) or
(iii); (vii) to modify Section 8.16, as contemplated by Section 8.16(g); or
(viii) to otherwise modify or delete any existing provisions of this Agreement;
provided that such action (except any amendment described in clause (i), (ii),
(v), (vi) or (vii) above) shall not, as evidenced by an Opinion of Counsel (at
the expense of the Trust Fund, in the case of any amendment requested by a
Master Servicer or the Special Servicer that protects or is in furtherance of
the interests of the Certificateholders, and otherwise at the expense of the
party seeking such amendment) obtained by or delivered to the Master Servicers,
the Special Servicer, the Trustee and the Certificate Administrator, adversely
affect in any material respect the interests of any Certificateholder or, unless
it consents thereto, any third-party beneficiary of this Agreement identified in
Section 11.08; and provided, further, that the Master Servicers, the Special
Servicer, the Trustee and the Certificate Administrator shall have first
obtained from each Rating Agency, written confirmation that such amendment
(except any amendment described in clause (i), (ii), (v), (vi) or (vii) above)
will not result in an Adverse Rating Event with respect to any Class of
Certificates (and from any Other Rating Agency, written confirmation that such
amendment (except any amendment described in clause (i), (ii), (v), (vi) or
(vii) above) will not result in an Adverse Rating Event with respect to any
Specially Designated Non-Trust Mortgage Loan Securities); and provided, further,
that such amendment shall not significantly change the activities of the Trust
(insofar as such change would adversely affect the status of the Trust as a
"qualifying special-purpose entity" under FASB 140).
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(b) This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the
affected Classes for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Serviced Mortgage Loans that are required
to be distributed on any Certificate without the consent of the Holder of such
Certificate or that are required to be distributed to any Serviced Non-Trust
Mortgage Loan Noteholder, without the consent of such Serviced Non-Trust
Mortgage Loan Noteholder, (ii) adversely affect in any material respect the
interests of the Holders of any Class of Certificates or the interests of any
third-party beneficiary of this Agreement identified in Section 11.08 in a
manner other than as described in the immediately preceding clause (i) without
the consent of the Holders of all Certificates of such Class or the consent of
such third-party beneficiary, as the case may be, (iii) modify the provisions of
this Section 11.01 without the consent of the Holders of all Certificates then
outstanding and the consent of each affected third-party beneficiary of this
Agreement identified in Section 11.08, (iv) modify the provisions of Section
3.20 or the definition of Servicing Standard without the consent of the Holders
of Certificates entitled to all of the Voting Rights and the consent of each
affected Serviced Non-Trust Mortgage Loan Noteholder, (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding, or (vi) significantly change the activities of the Trust (insofar
as such change would adversely affect the status of the Trust as a "qualifying
special-purpose entity" under FASB 140) without the consent of the Holders
entitled to at least 51% of all the Voting Rights (without regard to
Certificates held by the Depositor, any Mortgage Loan Seller or any of the
Depositor's or any Mortgage Loan Seller's Affiliates and/or agents), including
the Holders entitled to at least 51% of all the Voting Rights allocated to the
most subordinate Class of Principal Balance Certificates. Notwithstanding any
other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates, so long as neither the Depositor nor any of its
Affiliates is performing servicing duties with respect to any of the Trust
Mortgage Loans.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by a Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Certificate Administrator, a Master Servicer or the
Special Servicer in accordance with such amendment will not result in the
imposition of a tax on any REMIC Pool or any Transaction-Specific Grantor Trust
or cause any REMIC Pool to fail to qualify as a REMIC, or any
Transaction-Specific Grantor Trust to fail to qualify as a grantor trust within
the meaning of the Grantor Trust Provisions at any time that any Certificates
are outstanding and (ii) such amendment complies with the provisions of this
Section 11.01.
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(d) Promptly after the execution of any such amendment, the
Certificate Administrator shall send a copy thereof to each Certificateholder,
each Mortgage Loan Seller and, to the extent known to the Certificate
Administrator, each Serviced Non-Trust Mortgage Loan Noteholder.
(e) It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Certificate Administrator may
prescribe.
(f) Each of the Master Servicers, the Special Servicer, the
Trustee and the Certificate Administrator may but shall not be obligated to
enter into any amendment pursuant to this Section 11.01 that affects its rights,
duties and immunities under this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if a Master Servicer, the Special Servicer, the Trustee
or the Certificate Administrator requests any amendment of this Agreement that
protects or is in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Collection Account, any SLC
Custodial Account (if not inconsistent with the related Co-Lender Agreement) or
the Distribution Account pursuant to Sections 3.05.
(h) Notwithstanding anything to the contrary contained in this
Section 11.01, the parties hereto agree that (i) this Agreement may not be
amended except upon 10 days' prior written notice to the Swap Counterparty and
(ii) this Agreement may not be amended in any manner that has a material adverse
effect on the Swap Counterparty without first obtaining the written consent of
the Swap Counterparty. The Trustee may obtain and rely upon an Opinion of
Counsel provided to it at the expense of the party seeking the amendment to the
effect that such action will not adversely affect in any material respect the
interests of the Swap Counterparty (or at the expense of the Trust if the
Trustee is the party seeking such amendment and such amendment benefits the
Certificateholders).
(i) No party hereunder shall agree, on behalf of the Trust, to any
amendment of the Swap Agreement, unless it shall have first obtained from each
Rating Agency written confirmation to the effect that such amendment will not
result in any Adverse Rating Event with respect to any Class of Certificates.
SECTION 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by Master Servicer No. 1 with respect to any Mortgaged Property at the
expense of the Trust Fund or, to the extent that it benefits one or more
Serviced Non-Trust Mortgage Loan Noteholders, such Serviced Non-Trust Mortgage
Loan Noteholders, but only upon direction accompanied by an Opinion of Counsel
(the cost of which may be paid out of the applicable Collection Account pursuant
to Section 3.05(a) or, to the extent that it benefits one or more Serviced
Non-Trust Mortgage Loan Noteholders, out of the related SLC Custodial Account(s)
pursuant to Section 3.05(e), to the effect that such recordation materially and
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beneficially affects the interests of the Certificateholders and/or one or more
Serviced Non-Trust Mortgage Loan Noteholders; provided, however, that the
Trustee shall have no obligation or responsibility to determine whether any such
recordation of this Agreement is required.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder (except as expressly provided for herein)
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Trust
Mortgage Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder previously shall have given
to the Trustee a written notice of default hereunder, and of the continuance
thereof, as hereinbefore provided, and unless also (except in the case of a
default by the Trustee) the Holders of Certificates entitled to at least 25% of
the Voting Rights shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
SECTION 11.04 Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements
negotiated, made and to be performed entirely
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in said State, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 11.05 Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Citigroup
Commercial Mortgage Securities Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, facsimile number: (000) 000-0000; (ii)
in the case of (A) Master Servicer No. 1, Wachovia Bank, National Association,
8739 Research Drive, URP4 XX0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000,
Attention: Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, facsimile number: (000) 000-0000, (B)
in the case of Master Servicer No. 2, Midland Loan Services, Inc., 00000 Xxxxxx,
Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000 (for deliveries) and X.X. Xxx 00000,
Xxxxxxx Xxxxxxx, Xxxxxx 00000 (for communications by U.S. mail), Attention:
President, facsimile number: (000) 000-0000, and (C) in the case of Master
Servicer No. 3, Capmark Finance Inc., 000 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx
00000, Attention: Servicing Managing Director, facsimile number: (000) 000-0000;
(iii) in the case of the Special Servicer, CWCapital Asset Management LLC, 000
00xx Xxxxxx XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxx Xxxxxxxxx
(CGCMT 2007-C6), facsimile number: (000) 000-0000, with a copy to CWCapital
Asset Management LLC, One Xxxxxxx River Place, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Xxxx Xxxx (CGCMT 2007-C6), facsimile number:
(000) 000-0000; (iv) in the case of the Trustee, Xxxxx Fargo Bank, National
Association, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention:
Corporate Trust Services (CMBS) Citigroup Commercial Mortgage Trust 2007-C6; (v)
in the case of the Certificate Administrator, LaSalle Bank National Association,
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securities and Trust Services--Citigroup Commercial Mortgage Trust 2007-C6; (vi)
in the case of the Underwriters, to each of (A) Citigroup Global Markets Inc.,
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxxx, facsimile number: (000) 000-0000; (B) Capmark Securities Inc., 00 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, facsimile
number: (000) 000-0000; (C) PNC Capital Markets LLC, One PNC Plaza, 000 Xxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxx Xxxxxx, facsimile
number: (000) 000-0000, with a copy to Xxxxxxx Xxxxxxxx, facsimile number: (412)
705-2148; (D) Banc of America Securities LLC, NC1-027-22-03, 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Telephone No. (000) 000-0000, with a
copy to Xxxx X. Xxxxxxx, Esq., Bank of America Corporation, 000 Xxxxx Xxxxx
Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Telephone
No. (000) 000-0000; and (E) Xxxxxx Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxx Xxxx, facsimile number: (000) 000-0000; (vii)
in the case of the Rating Agencies, (A) Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Commercial Mortgage
Surveillance, (B) Xxxxx'x Investors Services, Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxx, Senior Vice President, CMBS
Surveillance Group and (C) Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: CMBS Surveillance Department, facsimile number: (000) 000-0000; and
(viii) in the case of the initial Controlling Class Representative, American
Capital Strategies Ltd., 0 Xxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Xxxx Xxxxxx, Citigroup Commercial Mortgage Trust 2007-C6; or
as to each such Person such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered
-333-
to a Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.
SECTION 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 Grant of a Security Interest.
The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event, the Depositor shall be deemed
to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor's entire right, title and interest in and to the
assets constituting the Trust Fund.
SECTION 11.08 Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third-party beneficiary hereof without its consent (in the case of
the Swap Counterparty, such consent not to be unreasonably withheld, conditioned
or delayed). No other person, including, without limitation, any Mortgagor,
shall be entitled to any benefit or equitable right, remedy or claim under this
Agreement; provided that (i) each Serviced Non-Trust Mortgage Loan Noteholder is
an intended third-party beneficiary hereunder with respect to those provisions
of this Agreement that affect its interest in the related Serviced Loan
Combination and its rights under the related Co-Lender Agreement, (ii) each
Mortgage Loan Seller is an intended third-party beneficiary hereunder with
respect to those provisions of this Agreement that affect its rights and
obligations under the related Mortgage Loan Purchase Agreement, (iii) each
Outside Master Servicer in respect of the related Outside Serviced Trust
Mortgage Loans shall be a third-party beneficiary to this Agreement with respect
to their rights as specifically provided for herein and under the related
Co-Lender Agreements, and (iv) the Swap Counterparty is an intended third-party
beneficiary hereunder, subject to the limited recourse provisions of the Swap
Agreement.
SECTION 11.09 Article and Section Headings.
The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
-334-
SECTION 11.10 Notices to Rating Agencies.
(a) The Certificate Administrator shall promptly provide notice to
each Rating Agency and the Controlling Class Representative (and, if affected
thereby, any Serviced Non-Trust Mortgage Loan Noteholder known to the
Certificate Administrator) with respect to each of the following of which it has
actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default or Outside
Servicer Default that has not been cured;
(iii) the resignation or termination of the Certificate
Administrator, the Trustee, a Fiscal Agent, a Master Servicer or the
Special Servicer;
(iv) the repurchase of Trust Mortgage Loans by any of the
Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement;
(v) any change in the location of the Distribution Account;
(vi) the final payment to any Class of Certificateholders;
and
(vii) any sale or disposition of any Trust Mortgage Loan or
REO Property.
(b) Each Master Servicer shall promptly provide notice to each
Rating Agency (and, if affected thereby, any Serviced Non-Trust Mortgage Loan
Noteholder) with respect to any change in the location of the Collection Account
or an SLC Custodial Account maintained by it.
(c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative (and, with respect to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) with
respect to a non-performing or defaulted Serviced Mortgage Loan such information
as the Rating Agency or Controlling Class Representative (and, with respect to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.
(d) To the extent applicable, each of the Master Servicers, the
Certificate Administrator, the Trustee and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following items:
(i) each of its annual statements as to compliance
described in Section 3.13;
(ii) each of its annual independent public accountants'
servicing reports described in Section 3.14;
(iii) any Officer's Certificate delivered by it to the
Trustee pursuant to Section 4.03(c) or 3.08(a); and
-335-
(iv) each of the reports described in Section 3.12(a) and
the statements and reports described in Sections 3.12(b), 3.12(c) and
3.12(d).
(e) The Trustee or Certificate Administrator, as applicable, shall
(i) make available to each Rating Agency and the Controlling Class
Representative, upon reasonable notice, the items described in Section 3.15(a)
and (ii) promptly deliver to each Rating Agency and the Controlling Class
Representative a copy of any notices given pursuant to Section 7.03(a) or
Section 7.03(b).
(f) Each of the Trustee, the Certificate Administrator, the Master
Servicers and the Special Servicer shall provide to each Rating Agency such
other information with respect to the Trust Mortgage Loans and the Certificates,
to the extent such party possesses such information, as such Rating Agency shall
reasonably request.
(g) Notwithstanding any provision herein to the contrary each of
the Master Servicers, the Special Servicer, the Certificate Administrator or the
Trustee shall deliver to any Underwriter any report prepared by such party
hereunder upon request.
SECTION 11.11 Complete Agreement.
This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
-336-
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
Depositor
By: /s/ Xxxxxx Xxxxx
--------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer No. 1
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name:
Title:
MIDLAND LOAN SERVICES, INC.
Master Servicer No. 2
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
CAPMARK FINANCE INC.
Master Servicer No. 3
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name:
Title:
CWCAPITAL ASSET MANAGEMENT LLC
Special Servicer
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
Certificate Administrator
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Trustee
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
------------------------------
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE FOR THE TRUST MORTGAGE LOANS
I-1
LOAN
LOAN MORTGAGE LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME
---------------------------------------------------------------------------------------------
1 LaSalle 1 DDR Southeast Pool
1.1 1 Hilltop Plaza
1.2 1 Largo Town Center
1.3 0 Xxxxxx Xxxxx
0.0 0 Xxxxxxxxxx Xxxxx
1.5 1 Highland Grove
1.6 1 Riverdale Shops
1.7 0 Xxxxxxx Xxxxx
1.8 1 Apple Blossom Corners
1.9 1 Fayetteville Pavilion
1.10 0 Xxxxxxxxx Xxxxxxxx
0.00 0 Xxxxxxxx Xxxxx
1.12 0 Xxxxxxxxx Xxxxx
0.00 0 Xxxxxxxxxx Xxxxxxx Center
1.14 1 Springfield Commons
1.15 0 Xxxxxxxxx Xxxxxxx
0.00 0 Xxxxxxx Xxxxxx at Golf
1.17 1 Oviedo Park Crossing
1.18 1 Shoppes of Golden Acres
1.19 1 Bardmoor Shopping Center
1.20 1 Rosedale Shopping Center
1.21 0 Xxxxxxxxxxx Xxxxxxx
1.22 1 Shoppes at New Tampa
1.23 0 Xxxxxxxxxx Xxxxx
1.24 1 Xxxxx Xxx Xxxxxxx
0.00 0 Xxxxx Xxxxxx Xxxxx
1.26 1 Melbourne Shopping Center
1.27 0 Xxxxxx Xxxxxx
1.28 1 Shoppes of Lithia
1.29 0 Xxxx Xxxx Xxxxx Xxxxxx
0.00 0 Xxxxxx Xxxxxx
1.31 1 Lakewood Ranch
1.32 1 Xxxxx Crossing
1.33 1 Xxxxxxx Corners
1.34 1 Clearwater Crossing
1.35 1 Shoppes at Paradise Pointe
1.36 1 Killearn Shopping Center
1.37 0 Xxxxxx Xxxxx
1.38 1 River Run Shopping Center
1.39 0 Xxxxxxxx Xxxxxx
1.40 0 Xxxxx Xxxxxx
1.41 1 Chickasaw Trails Shopping Center
1.42 1 Shoppes at Lake Dow
1.43 1 Shoppes of Ellenwood
1.44 1 Shops at Xxxxxx'x Crossing
1.45 1 Southwood Village Shopping Center
1.46 0 Xxxxxxx Xxxxx
1.47 0 Xxxxxxxx Xxxxxx
1.48 1 Countryside Shopping Center
1.49 1 Shoppes of Citrus Hills
1.50 1 Crystal Springs Shopping Center
1.51 1 Xxxxxx Commons
1.52 1 Xxxxxxxx Crossing
---------------------------------------------------------------------------------------------
2 CGM 1 CGM AmeriCold Portfolio
2.1 1 Plover
2.2 1 Salem
2.3 1 Moses Lake
2.4 1 Hermiston
2.5 1 Tarboro
2.6 1 Leesport
2.7 1 Atlanta Gateway
2.8 1 Tomah
2.9 1 Texarkana
2.10 1 Fremont
2.11 1 Burlington
2.12 1 Springdale Freezer
2.13 1 Xxxxxxxx
2.14 1 Charlotte North
2.15 1 Birmingham
---------------------------------------------------------------------------------------------
3 CGM 1 Greensboro Corporate Center
---------------------------------------------------------------------------------------------
0 XxXxxxx 0 Xxxx Xxxx Apartment Portfolio
4.1 2 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx
4.2 2 0000-0000 Xxxxx Xxxxx Xxx., 000-000 X. 00xx Xx.
4.3 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 1204-1224 E. 54th St.
4.4 2 5335-5345 South Kimbark Ave., 0000-0000 X. 00xx Xx.
4.5 2 1509-1517 E. 57th St., 0000-0000 Xxxxx Xxxxxx Xxx.
4.6 2 0000 Xxxxx Xxxxxxxxx Xxxxxx
4.7 2 0000-0000 Xxxxx Xxxxx Xxxxxx
4.8 2 0000-00 X. Xxxxxxxx Xxxxxx
4.9 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxx
4.10 2 0000-0000 Xxxxx Xxxxxxxxx Xxx., 1021-1029 E. 53rd
4.11 2 5234-5244 South Ingleside, 912-914 E. 53rd
4.12 2 0000-0000 Xxxx 00xx Xx.
4.13 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.14 2 0000-0000 Xxxxx Xxxxxxxx, 000-000 X. 00xx Xx.
4.15 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.16 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.17 2 5320-5326 Xxxxx Xxxxxx
0.00 0 0000 Xxxxx Xxxx Xxxx
4.19 2 5355-5361 Xxxxx Xxxxxxx Xxxxx, 000-000 X. 00xx Xx.
4.20 2 0000-0000 Xxxxx Xxxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.21 2 5401-5409 Xxxxx Xxxxxxx Xxxxx, 000-000 X. 00xx Xx.
4.22 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.23 2 5237-5245 South Kenwood, 1368-1370 E. 53rd
4.24 2 0000-0000 Xxxxx Xxxxxxx Avenue
4.25 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.26 2 0000 Xxxxx Xxxxxx Xxxxxxxxx
4.27 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.28 2 5202-5210 South Cornell
4.29 2 0000-0000 Xxxxx Xxxxxxxxx
4.30 2 0000-0000 Xxxxx Xxxxxx Xxx., 909-911 E. 54th St.
4.31 2 5218-5220 South Kimbark
4.32 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.33 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.34 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.35 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.36 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.37 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 1211-1213 E. 00xx Xx.
0.00 0 0000 Xxxxx Xxxxxxx Avenue
4.39 2 0000 Xxxxx Xxxx Xxxx Xxxxxx
4.40 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.41 2 5457-5459 South Xxxxxxxxxx Xxxxxx
0.00 0 0000 Xxxxx Xxxx Xxxx Avenue
4.43 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
---------------------------------------------------------------------------------------------
5 LaSalle 1 Wachovia Capitol Center
---------------------------------------------------------------------------------------------
6 LaSalle 1 Ala Moana Portfolio
6.1 1 Ala Moana Center
6.2 1 Ala Moana Building
6.3 1 Ala Moana Pacific Center
6.4 1 Ala Moana Plaza
---------------------------------------------------------------------------------------------
7 CGM 1 Xxxxxx Valley Mall
8 CGM 1 0000 Xxxxxx Xxxxxx
9 Capmark 1 Courtyard by Xxxxxxxx - Xxxxxxxx
00 Xxxxxxx 0 Xxxxxxxx Xxxx
---------------------------------------------------------------------------------------------
00 Xxxxxxx 0 Xxxxxxxxxxx Xxxxxxxx Xxxx
11.1 1 Northmeadow Creekside - 1335
11.2 0 Xxxxxxxxxxx Xxxxxxxxx - 0000
00.0 0 00000 Xxxxxxxxxxx
11.4 1 Xxxxxxx Park - 660
11.5 1 Xxxxxxx Park - 250
11.6 1 Northmeadow Parkside - 1175
11.7 1 Northmeadow Parkside - 1125
11.8 1 Northmeadow Creekside - 1350
11.9 0 Xxxxxxx Xxxxx - 00000
11.10 1 Northmeadow Parkside - 1115
11.11 1 Northmeadow Parkside - 1100
11.12 1 Northmeadow Parkside - 1200
11.13 0 Xxxxxxxxxxx Xxxxxxxxx - 00000
11.14 1 Northmeadow Parkside - 1400
11.15 1 Northmeadow Parkside - 1150
11.16 1 Northmeadow Parkside - 1225
11.17 1 Northmeadow Parkside - 1250
11.18 1 Children's Healthcare
11.19 0 Xxxxxxx Xxxxx - 00000
11.20 0 Xxxxxxx Xxxxx - 00000
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 000 Xxxx Xxxxxxx
13 CGM 1 Xxxxxx Center
14 CGM 0 Xxxxxxxxxx Xxxxxxxxxxx
15 Capmark 1 Miracle Xxxx XX
00 XXX 0 Xxxx Xxxxxxxx
17 LaSalle 1 Fifty West Corporate Center
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXX - XX & XX Industrial Portfolio
18.1 1 La Miada Commerce Center
18.2 0 Xxx Xxxx Xxxxxxxxxx
00.0 0 Xxxxxxxx Xxxxxxxx Xxxx
18.4 1 East Valley Distribution Center
---------------------------------------------------------------------------------------------
19 LaSalle 0 Xxxxxxx Xxxxxx Xxxxxx Xxxx
20 Capmark 1 Residence Inn - Rosslyn
21 Capmark 1 Renaissance Club Sport - Walnut Creek
22 LaSalle 1 Woodside Corporate Park
23 LaSalle 1 000 Xxxxxxxxxx Xxxxxx Xxxxx
24 CGM 1 Plaza at Xxxxxx Hills
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXXX Xxxxxxxxx
00.0 0 XXXX - Xxxxxxxxx
25.2 1 BCBG - Santa Fe
25.3 1 BCBG - Leonis
---------------------------------------------------------------------------------------------
26 LaSalle 2 Southeast Apartment Portfolio
26.1 0 Xxxxx Xxxxxxx Xxxxxxxxxx
00.0 0 Xxxxxxxx Xxxxx Apartments
26.3 0 Xxxxxxx Xxxxxxx Xxxxxxxxxx
00.0 0 Xxxxxx Xxxx Apartments
26.5 2 Willow Xxxx Apartments
26.6 2 Quail Pointe Apartments
26.7 2 Xxxxxx Xxxxx Apartments
---------------------------------------------------------------------------------------------
27 CGM 1 Morgantown Crossing
---------------------------------------------------------------------------------------------
28 LaSalle 1 IAC - Oregon Industrial Portfolio
28.1 1 Commerce Park - Milwaukie
28.2 1 Commerce Park - McLoughlin
28.3 1 Commerce Park - Clackamas
28.4 1 Commerce Park - Wilsonville
---------------------------------------------------------------------------------------------
29 Capmark 1 Courtyard by Marriott - Washington Convention Center
---------------------------------------------------------------------------------------------
30 LaSalle 1 Prologis Industrial
30.1 1 Prologis Industrial - Stone Fort Distribution Center No. 1
30.2 1 Prologis Industrial - Airport Distribution Center #16
30.3 1 Prologis Industrial - Airport Distribution Center #19
30.4 1 Prologis Industrial - Airport Distribution Center #10
30.5 1 Prologis Industrial - Southwide Industrial Center #7
30.6 1 Prologis Industrial - Airport Distribution Center #2
30.7 1 Prologis Industrial - Xxxx Distribution Center #2
30.8 1 Prologis Industrial - Xxxx Distribution Center #5
30.9 1 Prologis Industrial - Airport Distribution Center #11
30.10 1 Prologis Industrial - Xxxx Distribution Center #8
30.11 1 Prologis Industrial - Stone Fort Distribution Center No. 4
30.12 1 Prologis Industrial - Airport Distribution Center #4
30.13 1 Prologis Industrial - Airport Distribution Center #15
30.14 1 Prologis Industrial - Airport Distribution Center #18
30.15 1 Prologis Industrial - Southwide Industrial Center #6
30.16 1 Prologis Industrial - Airport Distribution Center #9
30.17 1 Prologis Industrial - Airport Distribution Center #7
30.18 1 Prologis Industrial - Airport Distribution Center #8
30.19 1 Prologis Industrial - Southwide Industrial Center #5
30.20 1 Prologis Industrial - Southwide Industrial Center #8
---------------------------------------------------------------------------------------------
31 CGM 1 Gateway at Burbank
32 CGM 0 Xxxxxxxxx Xxxxx
00 XxXxxxx 0 Xxxxxxxx Xxxxxxx
34 CGM 1 Plaza on the Boulevard
35 CGM 1 Blue Oaks Marketplace
36 PNC 1 University Center East - San Diego
37 CGM 1 The Tower at Northside
38 CGM 2 Forest Ridge Apartments
39 PNC 2 Cornerstone Ranch Apartment Homes
40 CGM 1 Xxxxxx Village
---------------------------------------------------------------------------------------------
41 CGM 1 2, 4 & 0 Xxxx Xxx
41.1 1 2 Xxxx Xxx
00.0 0 0 Xxxx Xxx
41.3 1 6 Omni Way
---------------------------------------------------------------------------------------------
42 LaSalle 0 Xxxxxxx Xxxxx
43 CGM 2 Villa D'Este
---------------------------------------------------------------------------------------------
44 LaSalle 1 VDR Retail Portfolio
44.1 0 Xxxxxxxx Xxxxx
00.0 0 Xxxx Xxxxx Crossing
44.3 1 Burbank Crossing
---------------------------------------------------------------------------------------------
45 CGM 1 InfoUSA - Ralston, NE
46 CGM 0 Xxxxxxx Xxxxx
00 XXX 0 XxxxXXX - Xxxxxxxxx, XX
00 XxXxxxx 0 Xxxxxxx Xxxx Xxxxxxx
49 CGM 1 000-000 Xxxxxxx Xxxxxx
50 LaSalle 1 deCODE genetics
51 Capmark 1 Hilton Garden Inn - Detroit
52 CGM 1 Salishan Spa & Golf Resort
53 LaSalle 2 Granada Apartments
54 CGM 0 Xxxxxxxxx Xxxxx
---------------------------------------------------------------------------------------------
55 CGM 1 TownePlace Suites - Miami
55.1 1 TownePlace Suites - Miami Lakes
55.2 0 XxxxxXxxxx Xxxxxx - Xxxxx Xxxxxxx Xxxx
---------------------------------------------------------------------------------------------
56 Capmark 0 Xxxxxxxxx Xxx - XxXxxx Xxxxxx
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXX - Xxxxx Xxxx (Buildings A & B)
57.1 0 Xxxxx Xxxx Xxxxxxxx X
57.2 1 Lenox Park Building A
---------------------------------------------------------------------------------------------
58 CGM 1 Xxxx'x Plaza
59 CGM 1 Hotel Indigo - Atlanta, GA
60 CGM 0 Xxxxxx Xxxxxxxx Xxxx
61 CGM 1 Newport Marketplace
62 CGM 1 The Tides
63 PNC 1 University Shopping Center
64 CGM 1 Medstar Building
65 CGM 2 Cottonwood Apartments
66 PNC 1 Xxxxxx Shopping Center
67 LaSalle 1 Lake Xxxxxxx Center
68 PNC 1 South Jordan Xxxxxx Xxxxx
00 XXX 0 Xxxxx Xxxx
70 LaSalle 1 International Towers Building
71 LaSalle 1 Carmax - Roseville
72 CGM 1 Doubletree Hotel - Miami, FL
73 CGM 1 Top Foods - Puyallup, WA
74 CGM 1 The Generations Network, Inc.
00 XxXxxxx 0 Xxxxxxx Xxxxx
76 LaSalle 1 Cobblestone Shopping Center
77 PNC 1 Xxxxxx Xxxxxxx Xxxxx
00 Xxxxxxx 0 Xxxxxxxxxx Xxxxxxx
79 LaSalle 1 Holiday Resorts - Miami Beach, FL
80 LaSalle 1 FBI Office Building
81 CGM 1 Perryville Station
82 Capmark 1 Xxxxxx Pike Shops
83 CGM 2 Hidden Lake Apartments
84 LaSalle 1 Waterfront Apartments
85 CGM 0 Xxxxxxx Xxx - Xxxx Xxxxxx, XX
86 LaSalle 1 Windsor Commerce Center
87 CGM 1 0000 00xx Xxxxxx
---------------------------------------------------------------------------------------------
88 PNC 1 KFC - Florida Portfolio
88.1 1 KFC - Port Charlotte
88.2 1 KFC - S. Fort Xxxxxx
88.3 1 KFC - W. Cape Coral
88.4 1 KFC - Xxxxxx Springs
88.5 1 KFC - Xxxxxx Xxxx
00.0 0 XXX - Xxxx Xxxxx
88.7 1 KFC - Fort Xxxxx
---------------------------------------------------------------------------------------------
89 LaSalle 1 Vail Ranch Xxxxx Xxxxxx
00 XXX 0 Xxxxx Xxxxxx Xxxx Center
91 Capmark 1 3505 Hayden
92 CGM 1 Northwest Medical Center
93 LaSalle 1 Riverbirch Corner Shopping Center
---------------------------------------------------------------------------------------------
94 PNC 1 Magnolia Office Portfolio
94.1 1 730 & 000 Xxxxxxxx Xxxxx
94.2 1 595 Double Eagle
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXX - Xxxxx Xxxx (Xxxxxxxx X)
96 PNC 1 Westport Warehouse
97 LaSalle 1 Las Vegas Tech Center
98 CGM 1 Route 20 Retail Annex
99 CGM 0 Xxxxxxxxxx Xxxx Professional Center
100 CGM 1 Bald Mountain
101 Capmark 1 MacArthur Center
102 CGM 1 City National Bank Data Center
103 CGM 1 Quality Inn & Suites - Dulles, VA
104 CGM 0 Xxxxx Xxxx XXX Xxxxxxxxxx
000 XxXxxxx 1 The Shoppes at Xxxxxxx
106 CGM 1 0000 Xxxxxx Xxxxxx
107 CGM 1 Clocktower Shopping Center
108 CGM 1 Dogwood Station Shopping Center
109 CGM 1 Crossroads Shopping Center
110 PNC 0 Xxxxxxxx Xxxxxx - Xxxxxxxxxx Xxxxxxxxxx
111 CGM 1 Cherokee Building I
112 CGM 1 00 Xxxxxxxxxx Xxxxx
000 XxXxxxx 1 761 - 000 Xxxxxxxx Xxxxxx
114 LaSalle 0 Xxxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxxxxxxx
000 XxXxxxx 1 Mill Creek Shopping Center
117 CGM 2 Beacon Hill and Back Bay Properties
118 PNC 1 Commerce Center One
119 Capmark 2 Nob Hill Apartments
---------------------------------------------------------------------------------------------
000 Xxxxxxx 0 Xxxxxxxxx xxx Xxxxxxxx
120.1 2 Cambridge Townhomes
120.2 0 Xxxxxxxx Xxxxx Apartments
---------------------------------------------------------------------------------------------
121 CGM 1 Cherokee Building II
122 Capmark 1 Residence Inn - (UCF) Orlando
123 CGM 1 Xxxxx'x Xxxx Corporate Center
124 Capmark 1 0000 Xxxxxx Xxxx Xxxx
125 CGM 1 Xxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx Law Xxxxxx
000 XXX 0 Xxxxxx Xxxx Xxxxxxx Xxxxx
127 CGM 1 Northpoint Center
128 CGM 1 Xxxx'x Home Improvement
129 CGM 0 Xxxx Xxx Xxxxx Xxxx Xxxxx Medical Center
130 CGM 0 Xxxxxxx Xxxxxx
131 CGM 1 LA Fitness
132 CGM 1 Kohls - Florence, SC
133 LaSalle 1 Women's Physician Center
134 LaSalle 2 Southwind MHP
135 Capmark 1 Oakmont- Raceway Shopping Center
136 LaSalle 1 D&W Grocery Store
137 CGM 0 Xxxxx Xxxxx Xxxxxxxxxx
000 XXX 0 Xxxxx Xxxxx Xxxxxx
000 XxXxxxx 0 Xxxxx Xxxxxxx Xxxxxx
140 PNC 1 The Wesleyan Building
141 LaSalle 1 Xxxxxx Center
142 CGM 1 000 Xxxx Xxxx Xxxx
143 CGM 0 Xxxxxxx Xxx Xxxxxxx - Xxxxx, XX
---------------------------------------------------------------------------------------------
144 Capmark 1 Northlake and Xxxxxxx Xxxxxxxx Xxxx
000.0 0 Xxxxxxxxx Xxxxxxxx Xxxx
144.2 1 Atlantic Distribution Center
---------------------------------------------------------------------------------------------
145 CGM 1 Vanderbilt Plaza Shopping Center
146 PNC 1 Dollar Self Storage - Santa Fe Springs
---------------------------------------------------------------------------------------------
147 CGM 1 Xxxxxxx'x Portfolio
147.1 1 Xxxxxxx'x Portfolio - Applebees
147.2 1 Xxxxxxx'x Portfolio - Xxxxxxx Drugs
147.3 1 Xxxxxxx'x Portfolio - Sterlings Bank
147.4 1 Xxxxxxx'x Portfolio - Jiffy Lube
147.5 1 Xxxxxxx'x Portfolio - Auto Zone
---------------------------------------------------------------------------------------------
148 CGM 0 Xxxxxxxxx Xxx - Xxxxxxxxxx, XX
149 CGM 1 Metro Plaza
150 CGM 2 Water Song Apartments
151 CGM 1 Quality Inn - Norfolk Naval Station
152 CGM 2 The Oaks of XxXxxxxxxx
153 CGM 1 Portsmouth Medical
154 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxxxx, XX
155 PNC 1 PFPC Worldwide
156 LaSalle 1 Xxxxx Displays Corporate Headquarters
000 XxXxxxx 0 Xxxxx Xxxxxx Xxxxxx
000 XXX 0 XxxxxXxxxx Xxxxxx - Xxxxx Xxxxxx, XX
000 PNC 1 Country Suites - Lake Xxxxxx
160 PNC 0 Xxxx Xxxxxx Xxxxx Xxxxxxxxxx #0
161 CGM 1 Southwest Medical Associates, Inc.
162 CGM 0 Xxxxxxxxx Xxxxxxx
163 Capmark 1 Kings Plaza Medical
164 CGM 1 Mervyns at Xxxxxxxxxx Xxxxx Xxxxxx
000 XXX 0 Xxxxxxxx Xxxxxx
166 PNC 1 Rehoboth Marketplace
167 CGM 2 The Lakes at Gig Harbor
168 LaSalle 1 Xxxxxxxx Xxxxxxxx
000 XXX 0 0000 Xxxxxxxx
170 PNC 1 Parkway Centre Industrial
171 CGM 1 000 Xxxxxx Xxxxxx
172 CGM 0 Xxxxxxx Xxxxxx Xxxxxx Xxxxxx
000 XxXxxxx 1 37 West Medical
174 PNC 1 Regal Theatre
175 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx, XX
176 Capmark 1 Hampton Inn - Fairfax
177 CGM 1 Canton Medical
178 LaSalle 1 Oaks at Centre Point
179 LaSalle 0 Xxx Xxxxxxxxxx
000 XxXxxxx 1 Bloomingdale Commons
181 LaSalle 2 Stonefield Village Apartments
182 CGM 1 CVS Shopping Center
183 PNC 1 Paradise Victoria
184 PNC 2 Bear Creek Apartments
185 CGM 1 Village on the Green
186 Capmark 2 Mountain Country
187 PNC 1 Dollar Self Storage - Peoria
000 Xxxxxxx 0 Xxxxx Xxxx Xxxxxx Xxxxxxx
189 CGM 0 Xxxxxxxxxx Xxxxx
190 CGM 1 Cannery Mall
191 CGM 0 Xxxxxxx Xxx - Xxxxx Xxxx, XX
192 LaSalle 1 Neiman Marcus - Georgetown
193 Capmark 1 SpringHill Suites - Andover
194 PNC 1 West Bench Plaza
195 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxx, XX
196 LaSalle 1 Park Santa Fe - Flagstaff
197 CGM 1 La Quinta - Waldorf, MD
198 CGM 1 Gander Mountain
199 PNC 0 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
200 PNC 1 Hampton Inn - Victoria
201 LaSalle 1 Home Depot
202 LaSalle 1 IAC 1850 Xxxxxx
203 LaSalle 1 Xxxxxx Electric
204 PNC 1 000 Xxx Xxxx Xxxx Associates
205 Capmark 1 Pomona Center
206 PNC 2 Delaware Crossing
207 PNC 1 Legacy Plaza
208 PNC 1 One Journal Square Plaza
209 PNC 1 The Shops at Vista Commons
210 LaSalle 1 Hampton Inn Xxxxxxxx
211 LaSalle 1 Cobalt Marketplace
212 CGM 1 Tyler Plaza
213 PNC 1 Holiday Inn Express & Suites - Grand Prairie
214 LaSalle 1 Fairway Financial Center
215 CGM 1 000 Xxxxxxxxxxx Xxxxxx
216 PNC 1 La Quinta Inn & Suites
217 CGM 1 Midtown Business Center
218 LaSalle 1 Days Inn Oceanside - Miami Beach, FL
219 LaSalle 1 Rite Aid - Totem Lake
220 LaSalle 0 Xxxxxxx Xxxxx Xxxxxxxxxx
000 XxXxxxx 1 Harbour Breeze Professional Center
222 CGM 1 Home Design Center
223 PNC 2 Highclere Apartments
224 LaSalle 2 Forest Village
225 CGM 1 American Association of Blood Banks
226 LaSalle 1 Sleep Inn University Place
227 CGM 1 Inn at Xxxxxx Beach
228 CGM 1 Centennial Area Learning Center
230 CGM 1 Harbour View Commons
231 CGM 1 Northwoods Urology Medical Xxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxx - Xxxxxxxxxx Xxxx
233 LaSalle 2 Apple Villa Apartments
---------------------------------------------------------------------------------------------
234 LaSalle 0 Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxx
234.1 2 The Xxxxxxx
234.2 2 Village Xxxx
234.3 2 Edge Park
---------------------------------------------------------------------------------------------
235 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx Xxxx, XX
236 XxXxxxx 0 XXX Xxxxxxxx
000 XxXxxxx 0 Xxxxxxxx Retail
000 XxXxxxx 0 Xxxxxxxxx, Xxxxxxxxx
239 Capmark 1 Barley Mill
240 LaSalle 1 One Mokena Plaza
241 PNC 1 Rehoboth Plaza
242 PNC 0 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxx Xxxxxx Xxxxx
244 CGM 1 DeZavala Oaks Shopping Center
---------------------------------------------------------------------------------------------
Xxxxxx Place and Lenox Garden Crossed Portfolio
245 LaSalle 0 Xxxxxx Xxxxx Xxxxxxxxxx
000 XxXxxxx 2 Lenox Garden Apartments
---------------------------------------------------------------------------------------------
247 LaSalle 1 Autozone Plaza
248 PNC 1 Eastland Medical Building
249 PNC 0 Xxxxx Xxxxxx Shops
250 LaSalle 1 Hampton Inn Greenwood
251 CGM 1 000-000 Xxxx Xxxxxxxxxx Xxxxxx
252 PNC 2 Cedar Village Mobile Home Park
253 CGM 1 Walgreens - Pearland, TX
254 LaSalle 1 Independence Commons
000 XxXxxxx 0 Xxxxxxxxxx Xxxxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxxxxxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxx Apartments
258 CGM 1 Main & XxXxxxxx Shopping Center
259 LaSalle 2 Treasure ISLE MHP
260 LaSalle 1 Xxxxxxx Square Shopping Center
261 LaSalle 1 Holiday Inn Express Jasper, Al
262 CGM 1 Walgreens - Portland, OR
263 Capmark 2 Belvedere Apartments
264 LaSalle 0 Xxxxxx Xxxxxx Xxxx
000 XxXxxxx 2 51 Estates
266 CGM 1 Golfsmith Golf Center
267 LaSalle 1 Lakewood You Store It
268 CGM 1 Quality Inn - Annapolis, MD
269 LaSalle 2 Xxxxx Apartments
270 LaSalle 1 Xxxx Point Town Center
271 LaSalle 1 Space World Self Storage - South
272 CGM 0 Xxxxxxxxx Xxxxx Xxxx 1
273 CGM 1 Xxxxxx'x Italian Foods
274 LaSalle 1 0000 XxXxxxxx Xxxx
000 XXX 0 Xxxxxx Xxxxxxx Mobile Home Park
276 LaSalle 1 000 Xxxxxx Xxxxxx
277 PNC 1 Eye Care 20/20
000 XxXxxxx 0 Xxxxxx Xxxxx MHP
279 LaSalle 1 Lakewood Landing
280 Capmark 1 Xxxxx Office-Retail Building
281 PNC 1 Walnut Creek Office Park
282 CGM 1 Allstate Insurance Company - Pittsburgh, PA
283 PNC 1 CEAH Realtors Building
284 PNC 1 Xxxxx Xxxxxxx Building
285 LaSalle 1 St. Xxxxxx Centre
286 Capmark 2 Pinons Apartments
287 LaSalle 1 Tractor Supply
288 LaSalle 2 Lazy Land Manufactured Housing Park
289 LaSalle 1 Interline Brands
290 PNC 1 Sofa Express
291 CGM 1 Acme Plaza Shopping Center II (Magnolia)
292 LaSalle 2 Northbrook Moblile Home Community
293 PNC 1 0000 Xxxx Xxxx Xxxx
294 PNC 1 National Tire & Battery
295 LaSalle 1 VE - Hampton Inn Brooks KY
296 LaSalle 1 30412 Xxxxxxxxx
297 PNC 2 Longwood Park Apartments
298 CGM 1 Arlington Strip Mall 2
299 PNC 1 First Horizon
300 PNC 1 Advance Auto Parts - IL
301 LaSalle 2 Fairview Village MHP
302 LaSalle 1 Hoosic Valley Shopping Center
000 XxXxxxx 1 00000 Xxxxxx Xxxx Xxxxx
304 LaSalle 2 Hillview Acres Manufactured Housing Community
305 LaSalle 1 North Trail Stor-It Park
306 CGM 1 Rite Aid - Lancaster, NH
307 LaSalle 1 IonBond, Inc
000 XxXxxxx 0 Xxxxxx Xxxxxx
309 PNC 1 1st Financial Bank Building
310 LaSalle 2 Beaver Dam MHP
311 LaSalle 2 River Bluff Apartments
312 LaSalle 2 Buckbal
313 LaSalle 1 Space World Self Storage - North
314 LaSalle 1 Wachovia Alpharetta Ground Lease
315 LaSalle 1 Hannaford Ground Lease
316 LaSalle 1 Paducah Shopping Center
317 PNC 1 00 Xxxxx Xxxxxx
318 LaSalle 2 New Colony
319 LaSalle 1 Regions Bank
LOAN
NUMBER PROPERTY ADDRESS
----------------------------------------------------------------------------------------------------------------------------
1 Various
1.1 3200-4200 Xxxxx Way, 0000 Xxxxx Xxxxx
1.2 000 Xxxxx Xxxxxx Xxxxx
1.3 0000 Xxxxx Xxxxxxxxxx Xxxxx
1.4 0000-0000 Xxxxxxxxxx Xxxxxxx
1.5 00000 Xxxxxxxxxxxx Xxxxxxxxx
1.6 000 Xxxxxxxxx Xxxxxx
1.7 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
1.8 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxx
1.9 0000-0000 Xxxxx Xxxx
1.10 0000 00xx Xxxxx Xxxx
1.11 0000 Xxxxxxxx Xxxx
1.12 0000 Xxxxxxx Xxxxxxx
1.13 000 Xxxxxxxxxx Xxxxxxx Xxxxx
1.14 Airport Highway South Holland Sylvania Road
1.15 0000-0000 Xxxxxxxxx Xxxxxxxxx
1.16 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
1.17 1115 Vidina Place
1.18 0000 Xxxxxx Xxxx
1.19 00000 Xxxxxxx Xxxx
1.20 0000 Xxxxxx Xxxx
1.21 0000 Xxxxx Xxxxxxx Xxxxxxxxx
1.22 1950 Xxxxx X. Xxxxx Boulevard
1.23 Route 38
1.24 127th Avenue and 000xx Xxxxxx
1.25 00000 Xxxxx Xxxx Xxxxx Xxxxxxx
1.26 1301 - 0000 Xxxxx Xxxxxxx Xxxxxx
1.27 0000 Xxxxxxx 0
1.28 0000 Xxxxxx-Xxxxxxxxx Xxxx
1.29 0000 Xxxx Xxxxxxxx Xxxxx
1.30 0000 Xxxxxxxxx Xxxxxxx
1.31 0000-0000 Xxxxxxxx Xxxxx Xxxxxxxxx
1.32 4349-4357 Lawrenceville Highway
1.33 00000 X.X. Xxxxxxx 00 Xxxx
1.34 0000 Xxxxx Xxxxxxx Xxxx
1.35 000 Xxxxxxx Xxxxx Xxxxxxx
1.36 0000 Xxxxxxxxxxx Xxxx
1.37 0000 Xxxxx Xxxx Xxxx
1.38 0000 Xxxxxxx Xxxxxxx
1.39 0000 Xx Xxxxxx Xxxxxxxxx
1.40 0000-0000 Xxxxxxxxxx Xxxx
1.41 0000 Xxxxx Xxxxxxxxx Xxxxx
1.42 000 Xxxxxxx 00 Xxxx
1.43 0000-0000 Xxxx Xxxxxxx Xxxx
1.44 0000 Xxxxxx Xxxxx Xxxxxxx
1.45 0000 Xxxxx Xxxxx Xxxx
1.46 0000 Xxxx 00xx Xxxxxx
1.47 000 Xxxx Xxxxxxxx Xxxxxx
1.48 4025 Santa Xxxxxxx Boulevard
1.49 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxx
1.50 6738-6784 West Gulf to Lake Highway
1.51 0000 Xxxxx Xxxx Xxxxxx
1.52 0000-0000 Xxxxx Xxxxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
2 Various
2.1 0000 Xxxxxxx 00
2.2 0000 Xxxxxxxx Xxxx Xxxxxxxxx
2.3 0000 Xxxx X Xxxxxxxxx
2.4 00000 Xxxxxxxx Xxxx
2.5 000 Xxxx Xxx Xxxx
2.6 00 Xxxxxxx Xxxx
2.7 0000 Xxxxxx Xxxxx Xxxxxxxxx
2.8 00000 Xxxxx Xxxxxx
2.9 0000 Xxxxx Xxxx
2.10 000 Xxxxx Xxxxxxxxx Xxxxxx
2.11 000 Xxxxx Xxxxxx Xxxxxx
2.12 0000 Xxxxx Xxxxxxxx Xxxx
2.13 0000 Xxxx Xxxxx Xxxxxx
2.14 0000 Xxxxxxxx Xxxxxx
2.15 000 Xxxx 00xx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
3 8401 & 0000 Xxxxxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------
4 Various
4.1 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx
4.2 0000-0000 Xxxxx Xxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx
4.3 0000-0000 Xxxxx Xxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx
4.4 0000-0000 Xxxxx Xxxxxxx Avenue, 0000-0000 Xxxx 00xx Xxxxxx
4.5 1509-1517 East 57th Street, 0000-0000 Xxxxx Xxxxxx Xxxxxx
4.6 0000 Xxxxx Xxxxxxxxx Xxxxxx
4.7 0000-0000 Xxxxx Xxxxx Xxxxxx
4.8 0000-00 Xxxxx Xxxxxxxx Xxxxxx
4.9 0000-0000 Xxxxx Xxxx Xxxx Xxxxxx
4.10 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx
4.11 5234-5244 Xxxxx Xxxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx
4.12 0000-0000 Xxxx 00xx Xxxxxx
4.13 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.14 5301-5307 South Maryland, 000-000 X. 00xx Xxxxxx
4.15 5400-5406 Xxxxx Xxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx
4.16 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.17 5320-5326 South Drexel
4.18 0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.19 5355-5361 Xxxxx Xxxxxxx Xxxxx, 000-000 Xxxx 00xx Xxxxxx
4.20 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx
4.21 5401-5409 Xxxxx Xxxxxxx Xxxxx, 000-000 Xxxx 00xx Xxxxxx
4.22 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.23 5237-5245 South Kenwood Avenue, 1368-1370 East 00xx Xxxxxx
0.00 0000-0000 Xxxxx Xxxxxxx Avenue
4.25 5350-5358 Xxxxx Xxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx
4.26 0000 Xxxxx Xxxxxx Xxxxxxxxx
4.27 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.28 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.29 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx
4.30 5401-5405 South Drexel Avenue, 000-000 Xxxx 00xx Xxxxxx
0.00 0000-0000 Xxxxx Xxxxxxx Avenue
4.32 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.33 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.34 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.35 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.36 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.37 5401-5403 Xxxxx Xxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx
4.38 0000 Xxxxx Xxxxxxx Xxxxxx
4.39 0000 Xxxxx Xxxx Xxxx Xxxxxx
4.40 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.41 5457-5459 South Xxxxxxxxxx Xxxxxx
0.00 0000 Xxxxx Xxxx Xxxx Avenue
4.43 0000-0000 Xxxxx Xxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
5 000 Xxxxxxxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
6 Various
6.1 0000 Xxx Xxxxx Xxxxxxxxx
6.2 0000 Xxxxxxxxx Xxxxxxxxx
6.3 0000 Xxxxxxxxx Xxxxxxxxx
6.4 000 Xxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
7 00000 Xxxx Xxxxxx
8 0000 Xxxxxx Xxxxxx
9 000 Xxxxx Xxxx Xxxx Xxxxxx
10 0000 Xxxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
11 Various
11.1 0000 Xxxxxxxxxxx Xxxxxxx
11.2 1325 & 0000 Xxxxxxxxxxx Xxxxxxx
11.3 00000 Xxxxx Xxxx
11.4 000 Xxxxxxx Xxxx Xxxxx
11.5 000 Xxxxxxx Xxxx Xxxxx
11.6 0000 Xxxxxxxxxxx Xxxxxxx
11.7 0000 Xxxxxxxxxxx Xxxxxxx
11.8 0000 Xxxxxxxxxxx Xxxxxxx
11.9 00000 Xxxxx Xxxx
11.10 0000 Xxxxxxxxxxx Xxxxxxx
11.11 0000 Xxxxxxxxxxx Xxxxxxx
11.12 0000 Xxxxxxxxxxx Xxxxxxx
11.13 00000 Xxx Xxxxxxx Xxxx
11.14 0000 Xxxxxxx Xxxx
11.15 0000 Xxxxxxxxxxx Xxxxxxx
11.16 0000 Xxxxxxxxxxx Xxxxxxx
11.17 0000 Xxxxxxxxxxx Xxxxxxx
11.18 00000 Xxxxxxxxxx Xxxxxxx
11.19 00000 Xxxxx Xxxx
11.20 00000 Xxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
12 000 Xxxx Xxxxxxx Xxxxxx, 900-950 West Xxxxxxxxx, 811 North Xxxxxxx
13 Xxxxxxxxx xxxxxx xx Xxxxxxxx Xxxxxx & Xxxxxx Xxxxxxxxx
00 12945-13225 Peyton Drive
15 4100 Xxxxxxx Penn Xxxxxxx
00 00 Xxxxx Xxxxxx Xxxxxx
17 0000 Xxxx Xxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------
18 Various
18.1 16651-16855 Xxxxx Xxxxxx & 00000 Xxxxxx Xxx
18.2 0000 00xx Xxxxx Xxxxx & 0000-0000 Xxxxx 00xx Place
18.3 6801-6819 Gage Avenue & 0000-0000 Xxxxxx Xxxxx
18.4 00000 00xx Xxxxxx South
----------------------------------------------------------------------------------------------------------------------------
19 000 - 000 Xxxxxxx Xxxx Xxxxx
20 0000 Xxxxx Xxx Xxxxxx
21 2805 Xxxxx Xxxx
00 00000, 15425, 15275, 15125, 15075, 15140 and 00000 XX Xxxx Xxxxxxx and 00000 Xxxxxxxxx Xxxxx
23 100 Technology Center Drive
24 17877-18271 Xxxx Avenue
----------------------------------------------------------------------------------------------------------------------------
25 Various
25.1 2701, 2707, 2711, 0000 Xxxxxxxxx Xxxxxx
25.2 0000 Xxxxx Xxxxx Xx Xxxxxx
25.3 0000 Xxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
26 Various
26.1 0 Xxxxxxxx Xxxx
26.2 0000 Xxxx Xxxx Xxxxxx
26.3 0000 Xxxxxx Xxxxxx
26.4 000 Xxxxxx Xxxxxx
26.5 000 Xxxxxx Xxx
26.6 000 Xxxx Xxxxxxxxxx Xxxx
26.7 0000 Xxxxxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
27 000 Xxxxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
28 Various
28.1 13477-13551 Southeast Xxxxxxx Road
28.2 0000-0000 Xxxxxxxxx Xxxxxxxx Xxxxx
28.3 16065-16251 Xxxxxxxxx 00xx Xxxxxx
28.4 00000 Xxxxxxxxx Xxxxxxxx Xxxxxx & 0000 Xxxxxxxxx Xxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
29 000 X Xxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
30 Various
30.1 2100 Amnicola Xxxxxxx
00.0 0000 Xxx Xxxxxxx Xxxx
30.3 3977, 4011 & 0000 Xxxx Xxxxxx Xxxx
30.4 0000 Xxxx Xxxxxx
30.5 0000-0000 Xxxxxxxx Xxxxx
30.6 4148-4194 Xxxx Street
30.7 3901-3921 Xxxx Xxxxxx
00.0 0000 Xxxx Xxxxxx
30.9 3970 & 0000 Xxxxxxx Xxxxxx
30.10 4486-4524 Xxxx Street
30.11 0000 Xxxxx Xxxxx Xxxx
30.12 0000-0000 Xxxxxxxx Xxxx
30.13 0000 Xxx Xxxxxxx Xxxx
30.14 3983-4011 Senator Street
30.15 0000-0000 Xxxxx Xxxxxx
30.16 0000 Xxxxxxxx Xxxx and 0000 Xxxx Xxxxxx Xxxx
30.17 4313 Air Trans Road
30.18 4299 Air Trans Road
30.19 0000-0000 Xxxxxxxxx Xxxx
30.20 0000 Xxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
31 00-000 Xxxx Xxxxxxx Xxxxxx
32 18400 33rd Avenue West
33 32121-32133 Lindero Xxxxxx Xxxx
00 0000-0000 Xxxx Xxxxxxxxxx Road
35 6815-6843 Lonetree Xxxxxxxxx
00 0000 Xxxxxxxx Xxxxx
37 0000 Xxxxxxxxx Xxxxxxxx Xxxx
38 2508 Xxxxxx Xxxxx Xxxxx
00 0000 Xxxxx Xxxxx Xxxx
40 0000 Xxxx Xxxxxx Xxx
----------------------------------------------------------------------------------------------------------------------------
41 Various
41.1 0 Xxxx Xxx
41.2 0 Xxxx Xxx
41.3 0 Xxxx Xxx
----------------------------------------------------------------------------------------------------------------------------
42 9276 Arlington Expressway
43 0000 Xxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
44 Various
44.1 000 Xxxxx Xxxx Xxxx
44.2 000 Xxxxxxxxx Xxxx
44.3 0000 Xxxxx Xxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
45 0000 Xxxxx 00xx Xxxxxx
46 13201-13297 Gateway Center Drive
47 1020 East 0xx Xxxxxx
00 0000-0000 Xxxxxxx Xxxxxxxxx
49 000-000 Xxxxxxx Xxxxxx
50 0000 Xxxx Xxxxx Xxxx
51 000 Xxxxxxx Xxxxxx
52 0000 Xxxxxxx 000 Xxxxx
53 1717 Xxxxx Xxxx
00 00000-00000 Xxxxxxxx Boulevard
----------------------------------------------------------------------------------------------------------------------------
55 Various
55.1 0000 Xxxxxxxxx 000xx Xxxxxx
55.2 10505-10525 Xxxxxxxxx 00xx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
56 2120 P Street Northwest
----------------------------------------------------------------------------------------------------------------------------
57 Various
57.1 0000 Xxxxx Xxxx Xxxxxxxxx
57.2 0000 Xxxxx Xxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
58 00 Xxxxxxxxxx Xxxxxx, 50 Xxx Xxxx Street, 00 Xxxxxx Xxxxxx, and 000 Xxxxxxx Xxxxxx
59 000 Xxxxxxxxx Xxxxxx
60 000-000 Xxxxxx Xxxxx
61 000 Xxxxxxx Xxxxx
62 331 Santa Xxxxxx Boulevard
63 0000-0000 Xxxxx Xxxxxx
64 0000 Xxxxxxx Xxxxx
65 0000 Xxxxx 000 Xxxx
66 0000 0xx Xxxxxx Xxxxxxxxx
67 3033 Excelsior Boulevard
68 10433 - 00000 Xxxxx Xxxxxxx Xxxx
69 583 North Xxxxx-Xxxx Xxxx
00 000 Xxxxxxxx Xxxxxxx Xxxx
71 0000 Xxxxxx Xxxx
72 0000 Xxxxx Xxxxxxxx Xxxxx
73 000 00xx Xxxxxx Xxxxxxxxx
74 360 & 466 West 4800 North
75 000 Xxxxxxxxxx Xxxxxxx
76 000 Xxxxxxxx Xxxxxx
77 0000 Xxxxxx Xxxxxx
78 000 Xxxxxxxxx Xxxx
79 0000 Xxxxxxx Xxxxxx
80 24 Xxxxxxxxxxx Xxxx Xxxxxxxxx
00 0000 Xxxxxxx Xxxxxxx
00 000-000 Xxxxxx Pike
83 1941 Hidden Xxxx Xxxxx
00 00000 Xxxxx 00xx Xxxxx
85 0000 Xxxx Xxxxxx Xxxxxx Xxxxx
86 0000 Xxxx Xxxxxxxxxx Xxxx
87 0000 00xx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
88 Various
88.1 0000 Xxxxxxx Xxxxx
88.2 00000 X. Xxxxxxxxx Xxxxxx
88.3 00 X. Xxxxxxx Xxxxxx Xxxxxxx
88.4 00000 X. Xxxxxxx Xxxxx
88.5 00000 Xxxxxxx Xxxxxxxxx
88.6 0000 Xxx Xxxxx Xxxxxxxxx
88.7 4336 Palm Beach Blvd.
----------------------------------------------------------------------------------------------------------------------------
89 32605 & 00000 Xxxxxxx 00 Xxxxx
90 10541-10577 South Redwood Road 0000-0000 Xxxx Xxxxx Xxxxxx Xxxxx
91 0000-0000 Xxxxxx Xxxxxx
92 0000 Xxxxxxxx Xxxxxx
93 0000 Xxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
94 Various
94.1 730 & 000 Xxxxxxxx Xxxxx
94.2 595 Double Eagle
----------------------------------------------------------------------------------------------------------------------------
95 0000 Xxxxx Xxxxxx Court
96 000 Xxxxxxxxxxxx Xx
97 0000-0000 Xxxxx Xxxxxx Xxx
00 000-000 XxXxxx Boulevard
99 0000 Xxxxxxxxxx Xxxx
100 1375 South Xxxxxx Xxxx
000 0000 Xxxx Xxxxxxx Xxxxxxx
102 0000 Xxxx Xxxxxxx Xxxxxxxxx
103 45515 Xxxxxx Xxxxx
000 0000 Xxxxx Xxxx Xxxx
105 15305-15367 Xxxxxxx Xxxxx
000 0000 Xxxxxx Xxxxxx
000 000-000 Xxxx Xxxx Xxxx
108 2301-3275 North Xxxxxxx Xxxx
000 0000 Xxxxx Xxxx
110 0000 Xxxxxxxxx Xxxx
111 0000 Xxxxxxxx Xxxxxx
112 0000 Xxxxxx Xxxxx Xxxxx
113 761, 777 & 000 Xxxxxxxx Xxxxxx
114 24901 Xxxx Point Harbor Drive
115 3650 Xxxxxxxx Xxxxxxxxx
000 00 Xxxxxx Xxxxxx
117 0 Xxxxx Xxxxxx, 00 Xxxxxxx Xxxxxx, 00 Xxxxxxxx Xxxxxx, 00 Xxxxx Xxxxxxx Street, 00 Xxxxxxx Xxxxxx, 00 Xxxxx Xxxxxxx
Street, 00 Xxxx Xxxxx Xxxxxx, 77 Philips Street, 000 Xxxxxxxxx Xxxxxx
118 000 Xxxx Xxxxx Xxxxx
119 000 Xxxxxx Xxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
120 Various
120.1 0000 Xxxxx Xxxx Xxxx
120.2 000 Xxxxxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------
121 0000 Xxxxxxxx Xxxxxx
122 11651 Xxxxxxxxxx Xxxxxxxxx
000 0 Xxxxxx Xxxx
124 1515 Garnet Mine Road
125 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
126 3524 North Xxxx 00xx Xxxxxx
000 0000-0000 Xxxxxxx Xxxxx Boulevard and 17216-17270 Xxxxxxxxx Xxxxxxxxx
000 0000 Xxxxx Xxxx Xxxxxx
129 150 Xxxxxxx Drive
130 00 Xxxxxxx Xxxxxxxxx
131 0000 Xxxxxxx Xxxxxx
132 0000 Xxxx Xxxxx Xxxxx
133 0000 Xxxxxxxx Xxxx Xxxx
134 000 Xxxxxx Xxxx 0
000 0000 Xxxxxxxxxx Xxxx
136 00 Xxxxxxx Xxxxxx
137 7440 Xxxxxxxxx Boulevard
138 000 Xxxxx Xxx
139 0000 Xxxxx Xxxxx Xxxxxx
140 000 Xxxxxxxx Xxxxxx
141 9001-9051 Columbus Pike
142 000 Xxxx Xxxx Xxxx
143 1943 Blowing Rock Road
----------------------------------------------------------------------------------------------------------------------------
144 Various
144.1 0000 Xxxxxxxx Xxxx
144.2 3004 Adriatic Court and 0000-0000 Xxxxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
145 000-000 Xxxxxxx Xxxx
146 0000 Xxxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
147 Various
147.1 00000 Xxxxx Xxxxx 00
147.2 0000 00xx Xxxxxx Xxxxxxxxx
147.3 00000 Xxxx Xxxxxxx Xxxxx Xxxxx
147.4 000 00xx Xxxxxx Xxxxxxxxx
147.5 000 00xx Xxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
148 3535 Route 46
149 1407 Xxxx Xxxx Xxxxxxx
000 00000 Xxxxxxxxxx Xxxx
151 0000 Xxxxxxx Xxxxxxxxx
152 1050 Nineteen Xxxxx Xxxxx
000 000 Xxxxxxxxx Xxxxxx
154 3984 Xxxxxxxxx Xxxxxx
000 00-00 Xxxxxxxx
156 0000 Xxxx 00xx Xxxxxx
000 0000 Xxxxx Xxxxxx Street
158 000 Xxxxxxx Xxxx
159 00000 Xxxxxxxxxxx Xxxx
160 000 X Xxxx Xxxxxx
161 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
162 0000 Xxxxxxxxx Xxxxxxx Xxxxx
163 2270 Xxxxxxx Xxxxxx
000 0000 Xxxxx Xxxxxxx Xxxx
165 000-000 Xxxx Xxxxxxxx Xxxxxxxxx
166 00000 Xxxxxxx Xxx
167 0000 000xx Xxxxxx Xxxxxxxxx
168 2015 Xxxxx Xxxx Xxxxx
000 0000 Xxxxxxxx
170 12210-12220 Parkway Xxxxxx Xxxxx
000 000 Xxxxxx Xxxxxx
172 11830 Xxxx Xxxxxxx Xxxx
000 000 Xxxxxxxxx Xxxx
174 000 Xxxx Xxxxxxx Xxxx
175 10810 Xxxxxxxxxx Xxxxxxx
000 00000 Xxxxxxx Boulevard
177 000 Xxxxxxxx Xxxx
178 4969 Centre Point Drive
179 17003 and 00000 Xxxx Xxxxxx Xxxx
000 000-000 West Bloomingdale Avenue
181 3621-79 Xxxx Xxxxxxx Xxxxxx & 0000-00 Xxxxx 00xx Xxxxxx
182 0000-0000 Xxxxxx Xxxxxx
183 1145 & 0000 Xxxxx Xxxxxxxx Xxxxxx
000 000 Xxx Xxxx Xxxxxx
185 000 Xxxxx Xxxx Xxxx
186 000 Xxxxx Xxxxxxx Xxxxxxxxx
000 0000 Xxxx Xxxxxx Avenue
188 000 Xxxxx Xxxxxx Xxxx
189 00 Xxxxxxxxx Xxxxxx
190 000 Xxxxxxxxx 0xx Xxxxxx
191 00 Xxxxxxxxxx Xxxxx
192 0000 X Xxxxxx, Xxxxxxxxx
193 000 Xxxxxxxxx Xxxx
194 8011-8093 W 3500 South
195 0000 Xxxxxxx Xxxxx
000 0000-0000 Xxxx Xxxxx 66
197 11770 Business Xxxx Xxxxx
000 0000 Xxxxx Xxxx
199 000-000 X. Xxxxxxx Xxxxxx
200 7006 North Xxxxxxx
000 00000 Xxxx Xxxx
202 0000 Xxxxxx Xxxxxx
203 0000 Xxxxxxxxx Xxxxx
204 000 Xxx Xxxx Xxxx
205 1315 Xxxx 0xx Xxxxxx
000 0000 Xxxxxxxxx Xxxx
207 5610-5620 & 5660 West 4100 South
208 1 Journal Square
209 0000 Xxxx Xxxxxxxx Xxxxxxxxx
210 000 Xxxxxxxxxx Xxxx.
211 000 Xxxx Xxxxxx Xxxxxx
212 463646 State Road 200
213 4112 South Carrier Parkway
214 00 Xxxxxxx Xxxxx
215 000 Xxxxxxxxxxx Xxxxxx
216 000 Xxxxxx Xxxxx
217 0000 Xxxxxxxxx Xxxxxxxxx XX and 4320 & 0000 Xxxx Xxxxxxxxx XX
218 0000 Xxxxxxx Xxxxxx
219 12421 Totem Xxxx Xxxxxxxxx
000 000 XxXxxxx Xxxxxx
221 0000-0000 Xxxxxxxxxx Xxx
000 000-000 Northeast 91st Street
223 000 Xxxxxxxx Xxxxx
224 0000 Xxxxx Xxxxxx Xxxx
225 0000 Xxxxxxxxx Xxxx
226 8525 North Xxxxx Xxxxxx
000 0000 Xxxxx Xxxxxxx Xxxxxx
000 0000 Xxxxxxxx Xxxx
230 0000 Xxxxxxx Xxxx Xxxxxxxxx
231 135 Vision Xxxx Xxxxxxxxx
000 0000 Xxxxxx Xxxx
233 0000 Xxxxxxxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
234 Various
234.1 00 Xxxx Xxxxxx Xxxxxx
234.2 000-000 Xxxxxx Xxxxxx & 000 Xxxxx Xxxxxxx Street
234.3 0000 Xxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
235 0000 Xxxx 000xx Xxxxxx
236 1939 Xxxxxx Xxxxxx Place
237 000 Xxxx Xxxxxxx Xxxxxx
238 0000 Xxxx Xxxxx Xxxxxx
239 0000 Xxxxxxx Xxxx
240 19801-19839 Xxxxx Xx Xxxxxx Xxxx
000 00000 Xxxxxx Xxxxxx Xxxx
000 0000-0000 XX 00xx Xxxxxx
243 1795 US Highway 17 North
244 5860 & 0000 XxXxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
245 00 Xxxxxx Xxxx
000 000 Xxxxxxx Avenue
----------------------------------------------------------------------------------------------------------------------------
247 000 Xxxxxxxxx Xxxx
248 00000 X. Xxxxxxxx Xxxxxx Xx.
249 101 & 00 Xxxx Xxxxx Xxxxxx
250 1624 ByPass 00 XX
000 000-000 Xxxx Xxxxxxxxxx Xxxxxx & 000 Xxxxx Xxxxxx Xxxxxx
252 000 Xxxxxx Xxxxx
253 0000 Xxxxxxxx Xxxxxx
254 0000 Xxxxxxxxxxxx Xxxxxxxxx
255 000 Xxxxxxxxx Xxxx
000 0000 Xxxxxxx Trail
257 0000 Xxxxxxxx Xxxxx
258 0000 Xxxxx Xxxx Xxxxxx
259 141 Royal Xxxx Xxxxxx
000 00000 Xxxxxxxxx National Pike
000 000 Xxx Xxxx Xxxx
262 0000 Xxxxx Xxxxxxx Xxxxxx
263 0000 Xxxxxxxxx Xxxxx
264 000 Xxxxxxx Xxxxxx
000 Xxxxx 00 & L.R. 288
266 4141 LBJ Freeway
267 00000 Xxxxxxx Xxxxxxx XX
268 0000 Xxxxxxxxx Xxxx
269 000 Xxxx Xxxxx Xxxxxx
270 24582 Del Xxxxx Avenue
271 0000 Xxxxx Xxxxxxx Xxxxxx
272 0000 Xxxx Xxxxxxxx Xxxx
273 931 Hyde Xxxx Xxxxxx
000 0000 XxXxxxxx Xxxx
275 Xxxxx'x Camp Road
276 000 Xxxxxx Xxxxxx
277 00 Xxxxx Xxxx Xxxxxx
278 2615 Xxxxxx Road West
279 0000 Xxxxx Xxxxxxxx Xxxxxxxxx
280 1514 Broadway
281 0000 Xxxxxxx Xxxx
282 1721 Xxxxxxx Road
283 0000 XX Xxxxxxxx Xxxxx
000 000-000 Xxxxx Chapel Road
285 215 St. Xxxxxx Xxxxxx
000 0000 Xxxxxxx Xxxx
287 0000 Xxxx Xxxxxxxxxxx Xxxxx
288 0000 Xxxxxxxxx 00xx Xxxxxx
289 000 Xxxxxxxx Xxxxx
290 000 Xxxxxxxxx Xxxx
291 0 Xxxxxx Xxxx
292 5350 Xxxxxxxxxx Xxxx
000 0000 Xxxx Xxxx Xxxx
294 00000 Xxxxxxx Xxxxxx
295 000 Xxxxxxxxxx Xxxxx
296 30412 Xxxxxxxxx
297 0000 Xxxx Xxxxxx
298 0000 Xxxx Xxxxxxxx Xxxx
299 3540 NE Xxxxx Xxxxx Rd
300 000 X. XxXxxx Xxxxxxxxx
301 1430 Torun Road
302 Intersection of Xxxxxx 00 & 00
000 00000 Xxxxxx Xxxx Xxxxx
304 0000 Xxx Xxxxxxxxx Xxxx
000 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
000 000 Xxxx Xxxxxx
307 0000 XxXxxxx Xxxx
308 000-000 Xxxxxx Xxxxxx
309 000 XX Xxxxx Xxxxxx Xxxx
000 Xxxxx Xxxxxxxxxx Xxxx
311 000 Xxxxxxx Xxxxxx
312 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
313 000 Xxxx Xxxxxxx Xxxxx
314 15800 Birmingham Xxxxxxx
000 00 Xxx Xxxxx
000 0000 Xxxxxxxxxxx Xxxx
317 00 Xxxxx Xxxxxx
318 3101 Homestead Duquesne Road
319 0000 Xxxxxxxxx Xxxxxx
LOAN CUT-OFF DATE
NUMBER CITY STATE ZIP CODE COUNTY PRINCIPAL
-----------------------------------------------------------------------------------------------------------------------------------
1 Various Various Various Various 442,500,000.00
1.1 Xxxxxxxx XX 00000 Contra Costa
1.2 Xxxxx XX 00000 Prince Georges
1.3 Xxxxxxx XX 00000 Broward
1.4 Xxxxxx XX 00000 Cherokee
1.5 Xxxxxxxx XX 00000 Lake
1.6 Xxxx Xxxxxxxxxxx XX 00000 Hampden
1.7 Xxxxxxx XX 00000 Orange
1.8 Xxxxxxxxxx XX 00000 Frederick
1.9 Xxxxxxxxxxxx XX 00000 Cumberland
1.10 Xxxxxxxxx XX 00000 Manatee
1.11 Xxxxxxxx Xxxxx XX 00000 Broward
1.12 Glen Xxxxxx XX 00000 Xxxx Arundel
1.13 Xxxxxx Xxxx XX 00000 Orange
1.14 Xxxxxx XX 00000 Xxxxx
1.15 Xxxx Xxxxx Xxxxxxx XX 00000 Palm Beach
1.16 Xxxxxxx Xxxxx XX 00000 Palm Beach
1.17 Xxxxxx XX 00000 Seminole
1.18 Xxx Xxxx Xxxxxx XX 00000 Pasco
1.19 Xxxxx XX 00000 Pinellas
1.20 Xxxxxxxxxxxx XX 00000 Mecklenburg
1.21 Xxxxxxxxxxx XX 00000 Seminole
1.22 Xxxxxx Xxxxxx XX 00000 Pasco
1.23 Xxxxxxxxx XX 00000 Burlington
1.24 Xxxxx XX 00000 Miami-Dade
1.25 Xxxxx XX 00000 Hillsborough
1.26 Xxxxxxxxx XX 00000 Brevard
1.27 Xxxxxxxxxxxx XX 00000 Xxxxxxx
1.28 Xxxxxxx XX 00000 Hillsborough
1.29 Xxxxx XX 00000 Orange
1.30 Xxxxxxx XX 00000 Forsyth
1.31 Xxxxxxxxx XX 00000 Manatee
1.32 Xxxxxx XX 00000 DeKalb
1.33 Xxxxxxx XX 00000 Xxxxxxxx
1.34 Xxxxxxx Xxxxxx XX 00000 Hall
1.35 Fort Xxxxxx Xxxxx XX 00000 Okaloosa
1.36 Xxxxxxxxxxx XX 00000 Xxxx
1.37 Xxxxxxx XX 00000 Orange
1.38 Xxxxxxx XX 00000 Broward
1.39 Xxxxxxx Xxxxx XX 00000 Palm Beach
1.40 Xxxxx Xxxx XX 00000 Franklin
1.41 Xxxxxxx XX 00000 Orange
1.42 XxXxxxxxx XX 00000 Xxxxx
1.43 Xxxxxxxxx XX 00000 Xxxxx
1.44 Xxxxxxx-Xxxxx XX 00000 Forsyth
1.45 Xxxxxxxxxxx XX 00000 Xxxx
1.46 Xxxxxxx XX 00000 Miami-Dade
1.47 Xxxxx XX 00000 Broward
1.48 Xxxxxx XX 00000 Xxxxxxx
1.49 Xxxxxxxx XX 00000 Citrus
1.50 Xxxxxxx Xxxxx XX 00000 Citrus
1.51 Xxxxxx Xxxxxx XX 00000 Wake
1.52 Xxxxxxx XX 00000 DeKalb
-----------------------------------------------------------------------------------------------------------------------------------
2 Various Various Various Various 145,000,000.00
2.1 Xxxxxx XX 00000 Portage
2.2 Xxxxx XX 00000 Xxxxxx
2.3 Xxxxx Xxxx XX 00000 Grant
2.4 Xxxxxxxxx XX 00000 Umatilla
2.5 Xxxxxxx XX 00000 Xxxxxxxx
2.6 Xxxxxxxx XX 00000 Berks
2.7 Xxxxxxx XX 00000 Xxxxxx
2.8 Xxxxx XX 00000 Monroe
2.9 Xxxxxxxxx XX 00000 Xxxxxx
2.10 Xxxxxxx XX 00000 Dodge
2.11 Xxxxxxxxxx XX 00000 Skagit
2.12 Xxxxxxxxxx XX 00000 Washington
2.13 Xxxxxxxx XX 00000 Saline
2.14 Xxxxxxxxx XX 00000 Mecklenburg
2.15 Xxxxxxxxxx XX 00000 Jefferson
-----------------------------------------------------------------------------------------------------------------------------------
3 XxXxxx XX 00000 Fairfax 130,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
4 Chicago IL Various Xxxx 123,150,000.00
4.1 Xxxxxxx XX 00000 Xxxx
4.2 Xxxxxxx XX 00000 Xxxx
4.3 Xxxxxxx XX 00000 Xxxx
4.4 Xxxxxxx XX 00000 Xxxx
4.5 Xxxxxxx XX 00000 Xxxx
4.6 Xxxxxxx XX 00000 Xxxx
4.7 Xxxxxxx XX 00000 Xxxx
4.8 Xxxxxxx XX 00000 Xxxx
4.9 Xxxxxxx XX 00000 Xxxx
4.10 Xxxxxxx XX 00000 Xxxx
4.11 Xxxxxxx XX 00000 Xxxx
4.12 Xxxxxxx XX 00000 Xxxx
4.13 Xxxxxxx XX 00000 Xxxx
4.14 Xxxxxxx XX 00000 Xxxx
4.15 Xxxxxxx XX 00000 Xxxx
4.16 Xxxxxxx XX 00000 Xxxx
4.17 Xxxxxxx XX 00000 Xxxx
4.18 Xxxxxxx XX 00000 Xxxx
4.19 Xxxxxxx XX 00000 Xxxx
4.20 Xxxxxxx XX 00000 Xxxx
4.21 Xxxxxxx XX 00000 Xxxx
4.22 Xxxxxxx XX 00000 Xxxx
4.23 Xxxxxxx XX 00000 Xxxx
4.24 Xxxxxxx XX 00000 Xxxx
4.25 Xxxxxxx XX 00000 Xxxx
4.26 Xxxxxxx XX 00000 Xxxx
4.27 Xxxxxxx XX 00000 Xxxx
4.28 Xxxxxxx XX 00000 Xxxx
4.29 Xxxxxxx XX 00000 Xxxx
4.30 Xxxxxxx XX 00000 Xxxx
4.31 Xxxxxxx XX 00000 Xxxx
4.32 Xxxxxxx XX 00000 Xxxx
4.33 Xxxxxxx XX 00000 Xxxx
4.34 Xxxxxxx XX 00000 Xxxx
4.35 Xxxxxxx XX 00000 Xxxx
4.36 Xxxxxxx XX 00000 Xxxx
4.37 Xxxxxxx XX 00000 Xxxx
4.38 Xxxxxxx XX 00000 Xxxx
4.39 Xxxxxxx XX 00000 Xxxx
4.40 Xxxxxxx XX 00000 Xxxx
4.41 Xxxxxxx XX 00000 Xxxx
4.42 Xxxxxxx XX 00000 Xxxx
4.43 Xxxxxxx XX 00000 Xxxx
-----------------------------------------------------------------------------------------------------------------------------------
5 Xxxxxxx XX 00000 Wake 120,300,000.00
-----------------------------------------------------------------------------------------------------------------------------------
6 Xxxxxxxx XX 00000 Honolulu 100,000,000.00
6.1 Xxxxxxxx XX 00000 Honolulu
6.2 Xxxxxxxx XX 00000 Honolulu
6.3 Xxxxxxxx XX 00000 Honolulu
6.4 Xxxxxxxx XX 00000 Honolulu
-----------------------------------------------------------------------------------------------------------------------------------
7 Xxxxxx Xxxxxx XX 00000 Riverside 88,000,000.00
8 Xxxxxxxxxxxx XX 00000 Philadelphia 85,000,000.00
9 Xxxxxxxx XX 00000 Los Angeles 75,000,000.00
00 Xxxxx Xxxxxx XX 00000 Xxxxxx 71,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
11 Xxxxxxx XX 00000 Xxxxxx 70,000,000.00
11.1 Xxxxxxx XX 00000 Xxxxxx
11.2 Xxxxxxx XX 00000 Xxxxxx
11.3 Xxxxxxx XX 00000 Xxxxxx
11.4 Xxxxxxx XX 00000 Xxxxxx
11.5 Xxxxxxx XX 00000 Xxxxxx
11.6 Xxxxxxx XX 00000 Xxxxxx
11.7 Xxxxxxx XX 00000 Xxxxxx
11.8 Xxxxxxx XX 00000 Xxxxxx
11.9 Xxxxxxx XX 00000 Xxxxxx
11.10 Xxxxxxx XX 00000 Xxxxxx
11.11 Xxxxxxx XX 00000 Xxxxxx
11.12 Xxxxxxx XX 00000 Xxxxxx
11.13 Xxxxxxx XX 00000 Xxxxxx
11.14 Xxxxxxx XX 00000 Xxxxxx
11.15 Xxxxxxx XX 00000 Xxxxxx
11.16 Xxxxxxx XX 00000 Xxxxxx
11.17 Xxxxxxx XX 00000 Xxxxxx
11.18 Xxxxxxx XX 00000 Xxxxxx
11.19 Xxxxxxx XX 00000 Xxxxxx
11.20 Xxxxxxx XX 00000 Xxxxxx
-----------------------------------------------------------------------------------------------------------------------------------
12 Xxxxxxx XX 00000 Xxxx 66,250,000.00
13 Xxxxxx Xxxx XX 00000 Los Angeles 64,000,000.00
00 Xxxxx Xxxxx XX 00000 Xxx Xxxxxxxxxx 63,000,000.00
15 Xxxxxxxxxxx XX 00000 Allegheny 59,600,000.00
16 Xxxxxxxxx XX 00000 Baltimore City 57,750,000.00
17 Xxxxxxx XX 00000 Fairfax 56,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
18 Various Various Various Various 49,000,000.00
18.1 Xx Xxxxxx XX 00000 Los Angeles
18.2 Xxxxxxx XX 00000 King
18.3 Xxxxxxxx XX 00000 Los Angeles
18.4 Xxxx XX 00000 King
-----------------------------------------------------------------------------------------------------------------------------------
19 Xxxxxxx XX 00000 Fairfax 47,500,000.00
20 Xxxxxxx XX 00000 Arlington 46,000,000.00
21 Xxxxxx Xxxxx XX 00000 Contra Costa 43,879,983.29
22 Xxxxxxxxx XX 00000 Washington 40,000,000.00
23 Xxxxxxxxx XX 00000 Norfolk 37,600,000.00
24 City of Industry CA 91748 Los Angeles 37,400,000.00
-----------------------------------------------------------------------------------------------------------------------------------
25 Xxxxxx XX 00000 Los Angeles 37,220,000.00
25.1 Xxxxxx XX 00000 Los Angeles
25.2 Xxxxxx XX 00000 Los Angeles
25.3 Xxxxxx XX 00000 Los Angeles
-----------------------------------------------------------------------------------------------------------------------------------
26 Various Various Various Various 37,000,000.00
26.1 Xxxxxxxxxx XX 00000 Greenville
26.2 Xxxxxxxxxxx XX 00000 Spartanburg
26.3 Xxxxxxxxx XX 00000 Xxxxx
26.4 Xxxxxxxxxxx XX 00000 Spartanburg
26.5 Xxxx Xxxx XX 00000 York
26.6 Xxxxxxxxxxx XX 00000 Spartanburg
26.7 Xxxxxx XX 00000 Sumter
-----------------------------------------------------------------------------------------------------------------------------------
27 Xxxxxxxx XX 00000 Berks 36,504,000.00
-----------------------------------------------------------------------------------------------------------------------------------
28 Various OR Various Various 35,000,000.00
28.1 Xxxxxxxxx XX 00000 Clackamas
28.2 Xxxxxxxxx XX 00000 Clackamas
28.3 Xxxxxxxxx XX 00000 Clackamas
28.4 Xxxxxxxxxxx XX 00000 Washington
-----------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxxx XX 00000 Xxxxxxxx xx Xxxxxxxx 34,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
30 Various TN Various Various 32,450,000.00
30.1 Xxxxxxxxxxx XX 00000 Xxxxxxxx
30.2 Xxxxxxx XX 00000 Shelby
30.3 Xxxxxxx XX 00000 Shelby
30.4 Xxxxxxx XX 00000 Shelby
30.5 Xxxxxxx XX 00000 Shelby
30.6 Xxxxxxx XX 00000 Shelby
30.7 Xxxxxxx XX 00000 Shelby
30.8 Xxxxxxx XX 00000 Shelby
30.9 Xxxxxxx XX 00000 Shelby
30.10 Xxxxxxx XX 00000 Shelby
30.11 Xxxxxxxxxxx XX 00000 Xxxxxxxx
30.12 Xxxxxxx XX 00000 Shelby
30.13 Xxxxxxx XX 00000 Shelby
30.14 Xxxxxxx XX 00000 Shelby
30.15 Xxxxxxx XX 00000 Shelby
30.16 Xxxxxxx XX 00000 Shelby
30.17 Xxxxxxx XX 00000 Shelby
30.18 Xxxxxxx XX 00000 Shelby
30.19 Xxxxxxx XX 00000 Shelby
30.20 Xxxxxxx XX 00000 Shelby
-----------------------------------------------------------------------------------------------------------------------------------
31 Xxxxxxx XX 00000 Los Angeles 31,600,000.00
32 Xxxxxxxx XX 00000 Snohomish 30,350,000.00
33 Xxxxxxxx Xxxxxxx XX 00000 Los Angeles 29,000,000.00
34 Xxxxxxxx XX 00000 Saint Louis 28,560,000.00
35 Xxxxxxx XX 00000 Placer 28,500,000.00
36 Xxx Xxxxx XX 00000 San Diego 27,222,031.67
37 Xxxxxxx XX 00000 Xxxxxx 26,945,000.00
38 Xxxxxxxxx XX 00000 Tarrant 26,775,000.00
39 Xxxx XX 00000 Xxxxxx 24,700,000.00
40 Xxxxx XX 00000 Xxxxxxxx 23,334,317.12
-----------------------------------------------------------------------------------------------------------------------------------
41 Xxxxxxxxxx XX 00000 Middlesex 23,050,000.00
41.1 Xxxxxxxxxx XX 00000 Middlesex
41.2 Xxxxxxxxxx XX 00000 Middlesex
41.3 Xxxxxxxxxx XX 00000 Middlesex
-----------------------------------------------------------------------------------------------------------------------------------
42 Xxxxxxxxxxxx XX 00000 Xxxxx 22,700,000.00
43 Xxxxxx XX 00000 Los Angeles 22,400,000.00
-----------------------------------------------------------------------------------------------------------------------------------
44 Various IL Various Various 21,000,000.00
44.1 Xxxx Xxxxxx XX 00000 Xxxx
00.0 Xxxx Xxxxx XX 00000 DuPage
44.3 Xxxxxxx XX 00000 Xxxx
-----------------------------------------------------------------------------------------------------------------------------------
45 Xxxxx XX 00000 Xxxxxxx 20,794,000.00
46 Xxxxxxxxxx XX 00000 Prince Xxxxxxx 20,720,000.00
00 Xxxxxxxxx XX 00000 Sarpy 20,331,000.00
48 Xxx Xxxxx XX 00000 Contra Costa 20,200,000.00
49 Xxx Xxxx XX 00000 New York 20,000,000.00
50 Xxxxxxxxx XX 00000 DuPage 20,000,000.00
51 Xxxxxxx XX 00000 Xxxxx 20,000,000.00
52 Xxxxxxxx Xxxxx XX 00000 Lincoln 19,750,000.00
53 Xxxx XX 00000 Erie 19,200,000.00
54 Xxxxx Xxxxxxx XX 00000 Los Angeles 18,600,000.00
-----------------------------------------------------------------------------------------------------------------------------------
55 Various FL Various Miami-Dade 17,635,000.00
55.1 Xxxxx Xxxxx XX 00000 Miami-Dade
55.2 Xxxxx XX 00000 Miami-Dade
-----------------------------------------------------------------------------------------------------------------------------------
56 Xxxxxxxxxx XX 00000 District of Columbia 17,400,000.00
-----------------------------------------------------------------------------------------------------------------------------------
57 Xxxxxxx XX 00000 Shelby 17,300,000.00
57.1 Xxxxxxx XX 00000 Shelby
57.2 Xxxxxxx XX 00000 Shelby
-----------------------------------------------------------------------------------------------------------------------------------
58 Pawtucket and Xxxxxxxxxx XX 00000 Providence 17,265,000.00
59 Xxxxxxx XX 00000 Xxxxxx 17,250,000.00
60 Xxxxxxxxxxx XX 00000 Allegheny 17,000,000.00
61 Xxxxxxx Xxxx XX 00000 Newport News City 17,000,000.00
00 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 16,950,000.00
00 Xxxxxxx Xxxxxxx XX 00000 Brazos 16,800,000.00
64 Xxxxxxxx XX 00000 Xxxxxx 16,500,000.00
65 Xxxx Xxxx Xxxx XX 00000 Salt Lake 16,000,000.00
66 Xxxxxxxxx XX 00000 Olmsted 16,000,000.00
67 Xxxxxxxxxxx XX 00000 Hennepin 15,968,805.45
68 Xxxxx Xxxxxx XX 00000 Salt Lake 15,650,000.00
00 Xxxxxxxx Xxxx (Xxxxxxx Xxxx) XX 00000 Ventura 15,400,000.00
70 Xxxxxxxxx XX 00000 Xxxx Arundel 15,200,000.00
71 Xxxxxxxxx XX 00000 Placer 15,100,000.00
72 Xxxxx XX 00000 Miami-Dade 15,045,488.65
73 Xxxxxxxx XX 00000 Xxxxxx 15,000,000.00
74 Xxxxx XX 00000 Utah 14,420,000.00
75 Xxxxxxxxxxxxx XX 00000 Cumberland 14,300,000.00
76 Xxxxxxx XX 00000 Shasta 14,200,000.00
77 Xxxxxx Xxxx XX 00000 Los Angeles 14,120,000.00
78 Xxxxxxxxx XX 00000 Middlesex 14,100,000.00
79 Xxxxx Xxxxx XX 00000 Miami-Dade 14,000,000.00
80 Xxxxxx Xxxx XX 00000 Pulaski 13,650,000.00
81 Xxxxxxxxxx XX 00000 Xxxxx 13,500,000.00
00 Xxxxx Xxxxxxx XX 00000 Centre 13,500,000.00
83 Xxxx XX 00000 Summit 13,400,000.00
84 Xxxxxxx XX 00000 Maricopa 13,300,000.00
85 Xxxx Xxxxxx XX 00000 Los Angeles 13,210,752.55
00 Xxxxxxx XX 00000 Xxxx Xxxxx 13,176,000.00
00 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 12,700,000.00
-----------------------------------------------------------------------------------------------------------------------------------
88 Various FL Various Various 12,700,000.00
88.1 Xxxx Xxxxxxxxx XX 00000 Chorlotte
88.2 South Xxxx Xxxxxx XX 00000 Xxx
88.3 Xxxx Xxxxx XX 00000 Xxx
88.4 Xxxxxx Xxxxxxx XX 00000 Xxx
88.5 Xxxxxx Xxxx XX 00000 Xxxxxxx
88.6 Xxxx Xxxxx XX 00000 Xxx
88.7 Xxxx Xxxxxx XX 00000 Xxx
-----------------------------------------------------------------------------------------------------------------------------------
89 Xxxxxxxx XX 00000 Riverside 12,700,000.00
90 Xxxxx Xxxxxx XX 00000 Salt Lake 12,700,000.00
91 Xxxxxx Xxxx XX 00000 Los Angeles 12,500,000.00
92 Xxxxxxx XX 00000 King 12,200,000 (Note 8)
93 Xxxxxxx XX 00000 Xxx 12,080,000.00
-----------------------------------------------------------------------------------------------------------------------------------
94 Xxxx XX 00000 Washoe 12,000,000.00
94.1 Xxxx XX 00000 Washoe
94.2 Xxxx XX 00000 Washoe
-----------------------------------------------------------------------------------------------------------------------------------
95 Xxxxxxx XX 00000 Shelby 12,000,000.00
00 Xxxx Xxxxx XX 00000 Xxxxxx 11,987,730.47
97 Xxx Xxxxx XX 00000 Xxxxx 11,600,000.00
98 Xxxxxxxx XX 00000 Passaic 11,268,496.32
99 Xxxxxxxxx XX 00000 Xxxxxxxx 11,250,000.00
100 Xxxx Xxxxx XX 00000 Oakland 11,000,000.00
101 Xxxxxx XX 00000 Dallas 11,000,000.00
102 Xxx Xxxxxxx XX 00000 Los Angeles 10,988,273.58
000 Xxxxxx XX 00000 Loudoun 10,979,387.70
104 Xxxxxxxxxx XX 00000 Allegheny 10,800,000.00
105 Xxxxx XX 00000 Hillsborough 10,800,000.00
000 Xx Xxxxxxx XX 00000 Xxx Xxxxxxx 10,729,406.04
000 Xxxxx Xxxxx XX 00000 Nassau 10,700,000.00
108 Xxxxxxxxx XX 00000 Baltimore 10,700,000.00
109 Xxxxxxxxxxx XX 00000 Xxxx 10,540,000.00
110 Xxxxxxxxxx XX 00000 Chesapeake City 10,500,000.00
111 Xxxxxxxxxx XX 00000 Fairfax 10,150,000.00
112 Xxxxxxxxx XX 00000 Cuyahoga 10,000,000.00
113 Xxxxxx XX 00000 Suffolk 10,000,000.00
000 Xxxx Xxxxx XX 00000 Orange 10,000,000.00
000 Xxxxx Xxxx XX 00000 Sonoma 10,000,000.00
000 Xxxxx Xxxxxxxx XX 00000 Cumberland 10,000,000.00
000 Xxxxxx XX 00000; 02116 (000 Xxxxxxxxx Xxxxx) Xxxxxxx 9,969,440.67
000 Xxxx Xxxxxxxx XX 00000 Hartford 9,836,000.00
119 Xxxxxxxxxx XX 00000 Jefferson 9,800,000.00
-----------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx XX Various Mecklenberg 9,750,000.00
120.1 Xxxxxxxxx XX 00000 Mecklenberg
120.2 Xxxxxxxxx XX 00000 Mecklenburg
-----------------------------------------------------------------------------------------------------------------------------------
121 Xxxxxxxxxx XX 00000 Fairfax 9,625,000.00
122 Xxxxxxx XX 00000 Orange 9,600,000.00
123 Xxxxxxxxxx XX 00000 Middlesex 9,500,000.00
000 Xxxxxx Xxxxxx XX 00000 Delaware 9,500,000.00
125 Xxx Xxxxx XX 00000 Xxxxx 9,390,000.00
126 Xxxxxxxx Xxxx XX 00000 Oklahoma 9,382,177.96
127 Xxxxxxxx XX 00000 Los Angeles 9,200,000.00
000 Xxxx Xxxxx XX 00000 Guilford 9,200,000.00
000 Xxx Xxxxx XX 00000 New Haven 9,000,000.00
000 Xxxxxxxx XX 00000 Dutchess 9,000,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 9,000,000.00
132 Xxxxxxxx XX 00000 Florence 9,000,000.00
133 Xxxxxxxxxxxx XX 00000 Xxxxxx 9,000,000.00
134 Xxxx Xxxxxx XX 00000 Pinellas 8,750,000.00
135 Xxxxxxxx XX 00000 Allegheny 8,700,000.00
000 Xxxxxxx XX 00000 Ottawa 8,600,000.00
000 Xxx Xxxx XX 00000 Xxx Xxxxxxx 8,553,313.08
138 Xxxxx Xxxxx XX 00000 San Xxxx Obispo 8,500,000.00
139 Xxxxxx XX 00000 Xxxxxx 8,500,000.00
140 Xxxxxx XX 00000 Suffolk 8,500,000.00
000 Xxxxx Xxxxxx XX 00000 Delaware 8,389,593.00
142 Xxxxxxxx XX 00000 Fairfield 8,370,000.00
143 Xxxxx XX 00000 Watauga 8,291,367.12
-----------------------------------------------------------------------------------------------------------------------------------
144 Various GA Various Various 8,250,000.00
144.1 Xxxxxx XX 00000 Dekalb
144.2 Xxxxxxxx XX 00000 Gwinnett
-----------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxxx XX 00000 Suffolk 8,200,000.00
000 Xxxxx Xx Xxxxxxx XX 00000 Xxx Xxxxxxx 8,153,000.00
-----------------------------------------------------------------------------------------------------------------------------------
147 Various WA Various Various 8,100,000.00
147.1 Xxx Xxxxxx XX 00000 Island
147.2 Xxxxxxx XX 00000 King
147.3 Xxxxxxx Xxxx XX 00000 Spokane
147.4 Xxxx Xxxxxxx XX 00000 Snohomish
147.5 Xxxx Xxxxxxx XX 00000 Snohomish
-----------------------------------------------------------------------------------------------------------------------------------
148 Xxxxxxxxxx XX 00000 Xxxxxx 8,100,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 8,091,000.00
150 Xxxxxxx XX 00000 Xxxxxx 8,070,000.00
151 Xxxxxxx XX 00000 Norfolk City 8,061,735.76
000 Xxxxxxxxxx XX 00000 Allegheny 8,000,000.00
153 Xxxxxxxxxx XX 00000 Rockingham 8,000,000.00
154 Xxxxxxxxx XX 00000 Escambia 7,988,241.12
155 Lynnfield MA 01940 Essex 7,987,520.76
156 Cleveland OH 44125 Cuyahoga 7,920,000.00
157 Fresno CA 93710 Fresno 7,900,000.00
158 Mount Laurel NJ 08054 Burlington 7,835,000.00
159 Huntersville NC 28078 Mecklenburg 7,831,907.29
160 Newark DE 19711 New Castle 7,825,000.00
161 Las Vegas NV 89102 Clark 7,784,605.49
162 Charlotte NC 28215 Mecklenburg 7,663,000.00
163 Brooklyn NY 11234 Kings 7,600,000.00
164 Gilbert AZ 85296 Maricopa 7,560,000.00
165 Palmdale CA 93550 Los Angeles 7,500,000.00
166 Rehoboth Beach DE 19971 Sussex 7,450,000.00
167 Gig Harbor WA 98332 Pierce 7,400,000.00
168 Marietta GA 30060 Cobb 7,400,000.00
169 Santa Monica CA 90404 Los Angeles 7,350,000.00
170 Poway CA 92064 San Diego 7,250,000.00
171 San Francisco CA 94105 San Francisco 7,200,000.00
172 San Antonio TX 78023 Bexar 7,200,000.00
173 Toms River NJ 08755 Ocean 7,000,000.00
174 Round Lake Beach IL 60073 Lake 6,984,285.29
175 Manassas VA 20109 Prince William 6,850,000.00
176 Fairfax VA 22030 Fairfax City 6,739,770.38
177 Canton GA 30114 Cherokee 6,695,000.00
178 Charleston SC 29418 Charleston 6,680,000.00
179 Hesperia CA 92345 San Bernardino 6,650,000.00
180 Brandon FL 33511 Hillsborough 6,640,000.00
181 Franklin WI 53132 Milwaukee 6,635,000.00
182 Towson MD 21286 Baltimore 6,465,490.39
183 Ventura CA 93003 Ventura 6,351,000.00
184 Euless TX 76040 Tarrant 6,345,688.95
185 San Antonio TX 78209 Bexar 6,200,000.00
186 Colorado Springs CO 80910 El Paso 6,200,000.00
187 Phoenix AZ 85029 Maricopa 6,197,000.00
188 Watsonville CA 95076 Santa Cruz 6,150,000.00
189 Morristown NJ 07960 Morris 6,088,972.34
190 Corvallis OR 97330 Benton 6,000,000.00
191 Rocky Hill CT 06067 Hartford 6,000,000.00
192 Washington DC 20007 District of Columbia 6,000,000.00
193 Andover MA 01810 Essex 6,000,000.00
194 Magna UT 84044 Salt Lake 6,000,000.00
195 Gautier MS 39553 Jackson 5,991,167.31
196 Flagstaff AZ 86004 Coconino 5,988,856.40
197 Waldorf MD 20601 Charles 5,988,781.85
198 Lake Mary FL 32746 Seminole 5,988,199.33
199 Goshen IN 46526 Elkart 5,900,000.00
200 Victoria TX 77904 Victoria 5,800,000.00
201 Macomb MI 48044 Macomb 5,760,000.00
202 Elk Grove Village IL 60007 Cook 5,750,000.00
203 Downers Grove IL 60515 Dupage 5,650,000.00
204 Emerson NJ 07630 Bergen 5,600,000.00
205 Pomona CA 91766 Los Angeles 5,500,000.00
206 Independence KY 41051 Kenton 5,350,000.00
207 West Valley City UT 84120 Salt Lake 5,350,000.00
208 Jersey City NJ 07306 Hudson 5,350,000.00
209 Phoenix AZ 85048 Maricopa 5,300,000.00
210 Anderson SC 29621 Anderson 5,293,914.87
211 Louisville KY 40202 Jefferson 5,289,711.97
212 Yulee FL 32097 Nassau 5,260,000.00
213 Grand Prairie TX 75052 Dallas 5,240,140.48
214 Deerfield Beach FL 33441 Broward 5,144,000.00
215 Bronx NY 10455 Bronx 5,121,080.56
216 Florence KY 41042 Boone 5,094,903.47
217 Albuquerque NM 87107 Bernalillo 5,000,000.00
218 Miami Beach FL 33140 Miami-Dade 5,000,000.00
219 Kirkland WA 98034 King 4,986,347.67
220 Buffalo NY 14217 Erie 4,900,000.00
221 Suffolk VA 23435 Suffolk City 4,900,000.00
222 Kansas City MO 64155 Clay 4,850,000.00
223 Council Bluffs IA 51503 Pottawattamie 4,800,000.00
224 Amherst NY 14221 Erie 4,700,000.00
225 Bethesda MD 20814 Montgomery 4,600,000.00
226 Charlotte NC 28262 Mecklenburg 4,591,207.09
227 Cannon Beach OR 97110 Clatsop 4,550,000.00
228 Circle Pines MN 55014 Anoka 4,500,000.00
230 Suffolk VA 23435 Suffolk City 4,400,000.00
231 Shenandoah TX 77384 Montgomery 4,400,000.00
232 Evansville IN 47712 Vanderburgh 4,400,000.00
233 Blountville TN 37617 Sullivan 4,395,611.39
-----------------------------------------------------------------------------------------------------------------------------------
234 Various NY Various Various 4,292,207.64
234.1 Buffalo NY 14214 Erie
234.2 Lewiston NY 14092 Niagara
234.3 Buffalo NY 14216 Erie
-----------------------------------------------------------------------------------------------------------------------------------
235 Overland Park KS 66212 Johnson 4,291,753.34
236 Reston VA 20191 Fairfax 4,200,000.00
237 Redlands CA 92374 San Bernardino 4,100,000.00
238 Salisbury NC 28144 Rowan 4,020,923.62
239 Greenville DE 19807 New Castle 4,000,000.00
240 Mokena IL 60448 Will 3,989,228.66
241 Rehoboth DE 19971 Sussex 3,900,000.00
242 Moore OK 73160 Cleveland 3,896,000.00
243 Mount Pleasant SC 29464 Charleston 3,892,610.65
244 San Antonio TX 78249 Bexar 3,865,713.67 (Note 9)
-----------------------------------------------------------------------------------------------------------------------------------
245 Newport News VA 23602 Newport News City 2,313,185.26
246 Norfolk VA 23503 Norfolk City 1,395,887.64
-----------------------------------------------------------------------------------------------------------------------------------
247 Natick MA 01760 Middlesex 3,700,000.00
248 Independence MO 64057 Jackson 3,700,000.00
249 Santa Fe NM 87501 Santa Fe 3,700,000.00
250 Greenwood SC 29649 Greenwood 3,664,022.34
251 Ann Arbor MI 48104 Washtenaw 3,635,946.48
252 Lincoln DE 19960 Sussex 3,600,000.00
253 Pearland TX 77581 Brazoria 3,596,198.39
254 Wilmington NC 28412 New Hanover 3,520,000.00
255 Fredericksburg VA 22406 Stafford 3,513,649.73
256 Shelbyville KY 40065 Shelby 3,493,324.47
257 Arlington TX 76013 Tarrant 3,492,919.13
258 Santa Ana CA 92701 Orange 3,400,000.00
259 Port Orange FL 32127 Volusia 3,400,000.00
260 Ellicott City MD 21042 Howard 3,396,536.85
261 Jasper AL 35504 Walker 3,350,617.61
262 Portland OR 97217 Multnomah 3,300,000.00
263 Jackson MS 39212 Hinds 3,300,000.00
264 Portsmouth VA 23704 Portsmouth City 3,246,721.05
265 Elizabeth PA 15037 Allegheny 3,184,193.18
266 Farmers Branch TX 75287 Dallas 3,160,000.00
267 Lakewood WA 98499 Pierce 3,100,000.00
268 Annapolis MD 21409 Anne Arundel 3,078,474.38
269 Chicago IL 60613 Cook 3,000,000.00
270 Dana Point CA 92629 Orange 2,800,000.00
271 Russellville AR 72802 Pope 2,795,139.20
272 Arlington TX 76010 Tarrant 2,697,702.53
273 Hyde Park MA 02136 Suffolk 2,597,826.40
274 Ross Township PA 15237 Allegheny 2,550,000.00
275 Millsboro DE 19966 Sussex 2,520,000.00
276 Los Altos CA 94022 Santa Clara 2,500,000.00
277 East Hanover NJ 07936 Morris 2,500,000.00
278 Bradenton FL 34207 Manatee 2,495,570.47
279 Long Beach CA 90815 Los Angeles 2,475,000.00
280 Fort Myers FL 33901 Lee 2,450,000.00
281 Austin TX 78754 Travis 2,435,000.00
282 Pittsburgh PA 15220 Allegheny 2,400,000.00
283 Lee's Summit MO 64064 Jackson 2,344,000.00
284 Lee's Summit MO 64064 Jackson 2,340,000.00
285 St. Robert MO 65584 Pulaski 2,300,000.00
286 Colorado Springs CO 80910 El Paso 2,300,000.00
287 Camden SC 29020 Kershaw 2,297,670.64
288 Fort Lauderdale FL 33317 Broward 2,295,961.58
289 Beaver Falls PA 15010 Beaver 2,293,455.36
290 Springfield PA 19064 Delaware 2,255,447.52
291 Cape May Court House NJ 08210 Cape May 2,250,000.00
292 Bowling Green KY 42101 Warren 2,147,814.24
293 Oak Creek WI 53154 Milwaukee 2,120,929.11
294 Kansas City MO 64145 Jackson 2,113,873.28
295 Brooks KY 40109 Bullitt 1,980,939.53
296 Rancho Santa Margarita CA 92688 Orange 1,961,526.26
297 Toledo OH 43615 Lucas 1,898,090.38
298 Arlington TX 76010 Tarrant 1,868,377.32
299 Lee's Summit MO 64064 Jackson 1,850,000.00
300 South Elgin IL 60177 Kane 1,820,000.00
301 Stevens Point WI 54481 Portage 1,796,796.29
302 Schaghticoke NY 12154 Rensselaer 1,792,419.69
303 Walker LA 70785 Livingston 1,718,367.99
304 Goodlettsville TN 37072 Davidson 1,718,251.39
305 Orlando FL 32804 Orange 1,648,325.75
306 Lancaster NH 03584 Coos 1,520,000.00
307 Greensboro NC 27409 Guilford 1,498,518.13
308 Laguna Beach CA 92651 Orange 1,497,132.74
309 Lee's Summit MO 64064 Jackson 1,450,000.00
310 Greenville NC 27834 Pitt 1,447,288.95
311 Fergus Falls MN 56537 Otter Tail 1,447,264.81
312 Indianapolis IN 46208 Marion 1,423,503.72
313 Russellville AR 72802 Pope 1,422,548.68
314 Alpharetta GA 30004 Fulton 1,415,000.00
315 Pine Bush NY 12566 Ulster 1,400,000.00
316 Paducah KY 42001 McCracken 1,245,818.65
317 Smithtown NY 11787 Suffolk 1,200,000.00
318 West Mifflin PA 15122 Allegheny 1,098,015.53
319 Daytona Beach FL 32119 Volusia 1,082,008.73
CROSS
COLLATER-
ALIZED MASTER
LOAN (MORTGAGE SERVICING ARD LOAN
NUMBER LOAN GROUP) MORTGAGE RATE FEE RATE (YES/NO)? ARD
-------------------------------------------------------------------------
1 No 5.6000% 0.0200% No
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
-------------------------------------------------------------------------
2 No 5.4640% 0.0200% No
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
-------------------------------------------------------------------------
3 No 6.0000% 0.0200% No
-------------------------------------------------------------------------
4 No 5.9100% 0.0200% No
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
-------------------------------------------------------------------------
5 No 5.5700% 0.0400% No
-------------------------------------------------------------------------
6 No 5.6028% 0.0200% No
6.1
6.2
6.3
6.4
-------------------------------------------------------------------------
7 No 5.9570% 0.0200% No
8 No 5.4350% 0.0200% No
9 No 5.4000% 0.0200% No
10 No 5.6000% 0.0500% No
-------------------------------------------------------------------------
11 No 5.5280% 0.0200% No
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
-------------------------------------------------------------------------
12 No 5.6800% 0.0300% No
13 No 5.5800% 0.0200% No
14 No 5.4300% 0.0200% No
15 No 5.9000% 0.0200% No
16 No 6.1500% 0.0200% No
17 No 5.7600% 0.0500% No
-------------------------------------------------------------------------
18 No 5.7200% 0.0200% No
18.1
18.2
18.3
18.4
-------------------------------------------------------------------------
19 No 5.7600% 0.0500% No
20 No 5.5850% 0.0200% No
21 No 6.1800% 0.0200% No
22 No 6.2000% 0.0400% No
23 No 5.5700% 0.0400% No
24 No 5.8200% 0.0200% No
-------------------------------------------------------------------------
25 No 5.4200% 0.0200% No
25.1
25.2
25.3
-------------------------------------------------------------------------
26 No 5.8700% 0.0200% No
26.1
26.2
26.3
26.4
26.5
26.6
26.7
-------------------------------------------------------------------------
27 No 6.1540% 0.0200% No
-------------------------------------------------------------------------
28 No 5.7200% 0.0200% No
28.1
28.2
28.3
28.4
-------------------------------------------------------------------------
29 No 5.6050% 0.0200% No
-------------------------------------------------------------------------
30 No 5.5200% 0.0200% No
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
-------------------------------------------------------------------------
31 No 5.5600% 0.0200% Yes 05/06/17
32 No 5.5200% 0.0400% No
33 No 5.5000% 0.0200% No
34 No 5.9200% 0.0200% No
35 No 5.8150% 0.0200% No
36 No 5.8400% 0.0400% No
37 No 6.0150% 0.0200% No
38 No 5.8000% 0.0500% No
39 No 5.6500% 0.0300% No
40 No 5.7000% 0.0200% No
-------------------------------------------------------------------------
41 No 5.7179% 0.0200% No
41.1
41.2
41.3
-------------------------------------------------------------------------
42 No 5.6200% 0.0400% No
43 No 5.5200% 0.0200% No
-------------------------------------------------------------------------
44 No 5.6100% 0.0200% No
44.1
44.2
44.3
-------------------------------------------------------------------------
45 No 6.0820% 0.0200% Yes 06/06/17
46 No 5.8800% 0.0200% No
47 No 6.0820% 0.0200% Yes 06/06/17
48 No 5.7000% 0.0200% No
49 No 5.6800% 0.0200% No
50 No 6.4600% 0.0200% No
51 No 5.7500% 0.0200% No
52 No 5.7300% 0.0400% No
53 No 5.9800% 0.0200% No
54 No 5.4600% 0.0200% No
-------------------------------------------------------------------------
55 No 6.1360% 0.0200% No
55.1
55.2
-------------------------------------------------------------------------
56 No 5.8100% 0.0200% No
-------------------------------------------------------------------------
57 No 6.1000% 0.0400% No
57.1
57.2
-------------------------------------------------------------------------
58 No 5.6440% 0.0200% No
59 No 5.9800% 0.0200% No
60 No 5.7700% 0.0600% Yes 05/06/17
61 No 5.8200% 0.0200% No
62 No 5.4000% 0.0200% No
63 No 5.5800% 0.0400% No
64 No 5.5600% 0.0500% No
65 No 5.6525% 0.0200% No
66 No 5.5500% 0.0500% No
67 No 5.7100% 0.0200% No
68 No 5.6100% 0.0600% No
69 No 5.6540% 0.0200% No
70 No 5.6800% 0.0700% No
71 No 5.4500% 0.0200% No
72 No 6.1700% 0.0200% No
73 No 5.7500% 0.0500% No
74 No 5.7050% 0.0200% Yes 02/06/17
75 No 5.5300% 0.0200% No
76 No 5.9400% 0.0200% No
77 No 5.4100% 0.0500% No
78 No 6.0100% 0.1000% No
79 No 5.5500% 0.0200% No
80 No 5.8000% 0.0200% No
81 No 5.9800% 0.0200% No
82 No 5.7700% 0.1000% No
83 No 5.7800% 0.0200% No
84 No 5.5300% 0.0200% No
85 No 5.7900% 0.0600% No
86 No 5.8800% 0.0700% No
87 No 5.5550% 0.0700% No
-------------------------------------------------------------------------
88 No 5.9900% 0.0300% No
88.1
88.2
88.3
88.4
88.5
88.6
88.7
-------------------------------------------------------------------------
89 No 6.1500% 0.0200% No
90 No 5.6100% 0.0600% No
91 No 5.8200% 0.1000% No
92 No 5.8915% (Note 8) 0.0200% No
93 No 5.7900% 0.0200% No
-------------------------------------------------------------------------
94 No 5.6200% 0.0600% No
94.1
94.2
-------------------------------------------------------------------------
95 No 5.8820% 0.0400% No
96 No 5.8600% 0.0300% No
97 No 5.7100% 0.0200% No
98 No 6.0775% 0.0200% No
99 No 5.8100% 0.0200% No
100 No 5.7000% 0.0200% No
101 No 5.7600% 0.1000% No
102 No 5.6400% 0.0200% No
103 No 5.8900% 0.0400% No
104 No 5.8900% 0.0700% No
105 No 5.4800% 0.0700% No
106 No 5.7900% 0.0200% No
107 No 5.5400% 0.0300% No
108 No 5.6300% 0.0200% No
109 No 5.8200% 0.0550% No
110 No 5.8200% 0.0300% No
111 No 5.5600% 0.0500% No
112 No 5.9750% 0.0700% No
113 No 5.4600% 0.0700% No
114 No 5.5500% 0.0200% No
115 No 5.6200% 0.0200% No
116 No 5.6700% 0.0200% No
117 No 5.6400% 0.0200% No
118 No 6.0300% 0.0600% No
119 No 5.6300% 0.1000% No
-------------------------------------------------------------------------
120 No 5.6400% 0.0200% No
120.1
120.2
-------------------------------------------------------------------------
121 No 5.5600% 0.0500% No
122 No 5.7500% 0.0200% No
123 No 5.8700% 0.0200% No
124 No 5.9867% 0.0100% No
125 No 5.7670% 0.0400% No
126 No 5.8370% 0.0200% Yes 05/06/17
127 No 5.7800% 0.0500% No
128 No 5.6400% 0.0500% No
129 No 5.4600% 0.0200% No
130 No 5.4850% 0.0200% No
131 No 5.8050% 0.0200% No
132 No 5.4900% 0.0500% No
133 No 5.6400% 0.0700% No
134 No 5.8000% 0.0200% No
135 No 5.7700% 0.0200% No
136 No 5.8000% 0.0200% No
137 No 5.5960% 0.0200% No
138 No 5.6100% 0.0200% No
139 No 5.7400% 0.0200% No
140 No 5.6800% 0.0300% No
141 No 5.0200% 0.0200% No
142 No 5.5450% 0.0200% No
143 No 5.7700% 0.0500% No
-------------------------------------------------------------------------
144 No 5.5280% 0.0300% No
144.1
144.2
-------------------------------------------------------------------------
145 No 5.6360% 0.0200% No
146 No 5.9000% 0.0600% No
-------------------------------------------------------------------------
147 No 5.6400% 0.0600% No
147.1
147.2
147.3
147.4
147.5
-------------------------------------------------------------------------
148 No 5.8000% 0.0700% No
149 No 5.9800% 0.0200% No
150 No 5.2250% 0.0200% No
151 No 5.9300% 0.0200% No
152 No 5.7300% 0.0200% No
153 No 5.7260% 0.0200% No
154 No 5.8800% 0.0500% No
155 No 5.4900% 0.0300% No
156 No 5.7500% 0.0700% No
157 No 5.6600% 0.0200% No
158 No 6.1360% 0.0200% No
159 No 5.8100% 0.0300% No
160 No 5.6000% 0.0300% No
161 No 5.6540% 0.0200% No
162 No 5.7250% 0.0200% No
163 No 5.6100% 0.1000% No
164 No 5.6500% 0.0200% No
165 No 5.5950% 0.0200% No
166 No 5.6500% 0.0300% No
167 No 5.8020% 0.0400% No
168 No 5.5600% 0.0600% No
169 No 5.8000% 0.0700% No
170 No 5.6400% 0.0800% No
171 No 5.5430% 0.0200% No
172 No 5.4700% 0.0200% No
173 No 6.2100% 0.0200% No
174 No 5.6900% 0.0600% No
175 No 6.4050% 0.0500% No
176 No 5.6800% 0.0200% No
177 No 5.9420% 0.0200% No
178 No 5.9200% 0.0200% No
179 No 5.8100% 0.0700% No
180 No 6.0000% 0.0200% No
181 No 5.8400% 0.0700% No
182 No 5.7150% 0.0200% No
183 No 6.0000% 0.0300% No
184 No 6.0800% 0.0300% No
185 No 5.5150% 0.0200% No
186 No 5.7500% 0.1000% No
187 No 5.9000% 0.0600% No
188 No 5.6100% 0.1000% No
189 No 5.9600% 0.0500% No
190 No 5.8000% 0.0600% No
191 No 6.0300% 0.0200% Yes 02/06/17
192 No 5.5400% 0.0200% No
193 No 6.2300% 0.0200% No
194 No 5.6100% 0.0600% No
195 No 5.8700% 0.0500% No
196 No 5.9300% 0.1200% No
197 No 5.9000% 0.0600% No
198 No 5.6700% 0.0700% No
199 No 6.3500% 0.0600% No
200 No 6.1700% 0.0300% No
201 No 5.7900% 0.0700% No
202 No 5.6700% 0.0200% No
203 No 5.6900% 0.0200% No
204 No 5.7300% 0.0300% No
205 No 5.7900% 0.0500% No
206 No 5.8700% 0.0600% No
207 No 5.6100% 0.0600% No
208 No 5.6700% 0.0300% No
209 No 5.8500% 0.0800% No
210 No 5.6900% 0.1000% No
211 No 5.7300% 0.1000% No
212 No 5.7020% 0.0600% No
213 No 5.8800% 0.0800% No
214 No 5.7200% 0.0200% No
215 No 5.8570% 0.0200% No
216 No 5.9800% 0.0300% No
217 No 5.8100% 0.0400% No
218 No 5.5300% 0.0200% No
219 No 5.9900% 0.0700% No
220 No 6.0500% 0.0200% No
221 No 6.4600% 0.1000% No
222 No 5.6700% 0.0200% No
223 No 5.8300% 0.0600% No
224 No 6.0500% 0.0200% No
225 No 5.5300% 0.0200% No
226 No 5.8000% 0.1000% No
227 No 5.6300% 0.0200% No
228 No 5.8000% 0.0200% Yes 04/06/17
230 No 5.6050% 0.0500% No
231 No 6.3460% 0.0200% No
232 No 5.6900% 0.0200% No
233 No 5.9900% 0.0200% No
-------------------------------------------------------------------------
234 No 6.0400% 0.0200% No
234.1
234.2
234.3
-------------------------------------------------------------------------
235 No 5.7850% 0.0200% No
236 No 5.5000% 0.0200% No
237 No 5.7100% 0.0200% No
238 No 5.9100% 0.1000% No
239 No 5.8700% 0.1000% No
240 No 6.0700% 0.0200% No
241 No 5.6500% 0.0300% No
242 No 5.7300% 0.0600% No
243 No 5.8400% 0.1000% No
244 No 6.1280% (Note 9) 0.0200% No
-------------------------------------------------------------------------
245 Yes 5.8300% 0.1200% No
246 Yes 5.8300% 0.1200% No
-------------------------------------------------------------------------
247 No 5.7200% 0.0200% No
248 No 5.7700% 0.0300% No
249 No 5.9600% 0.0500% No
250 No 5.6900% 0.0500% No
251 No 5.7900% 0.0200% No
252 No 5.7500% 0.0300% No
253 No 5.6900% 0.0200% No
254 No 5.6700% 0.0200% No
255 No 6.0600% 0.1000% No
256 No 5.8100% 0.0200% No
257 No 5.5400% 0.0200% No
258 No 5.8420% 0.0500% No
259 No 5.9900% 0.0200% No
260 No 5.8800% 0.1000% No
261 No 5.8600% 0.0700% No
262 No 5.7000% 0.0500% No
263 No 6.2800% 0.1000% No
264 No 5.9300% 0.1000% No
265 No 6.0200% 0.0200% No
266 No 5.7300% 0.0200% No
267 No 5.9000% 0.0200% No
268 No 5.9240% 0.0600% No
269 No 5.7600% 0.0200% No
270 No 5.7700% 0.0200% No
271 No 6.2300% 0.0200% No
272 No 6.8100% 0.0200% No
273 No 6.9000% 0.0200% No
274 No 5.9500% 0.1000% No
275 No 5.7500% 0.0300% No
276 No 5.6000% 0.0700% No
277 No 6.0300% 0.0300% No
278 No 6.1400% 0.0200% No
279 No 6.0600% 0.0700% No
280 No 6.3000% 0.1000% No
281 No 5.7600% 0.0600% No
282 No 5.9070% 0.0700% No
283 No 5.8000% 0.0800% No
284 No 5.6500% 0.0800% No
285 No 5.9000% 0.0200% No
286 No 5.9000% 0.1000% No
287 No 5.9100% 0.1450% No
288 No 6.1800% 0.0200% No
289 No 5.7500% 0.0200% No
290 No 5.5600% 0.0300% No
291 No 5.7650% 0.0200% No
292 No 5.8900% 0.0200% No
293 No 5.7900% 0.0800% No
294 No 5.9500% 0.0800% No
295 No 6.7600% 0.0200% No
296 No 6.1500% 0.0200% No
297 No 5.950000% 0.0400% No
298 No 6.7100% 0.0200% No
299 No 5.6500% 0.0300% No
300 No 5.7700% 0.0500% No
301 No 6.1200% 0.0800% No
302 No 5.9600% 0.0200% No
303 No 6.2500% 0.0200% No
304 No 5.8900% 0.0200% No
305 No 5.9000% 0.0200% No
306 No 5.7800% 0.0500% No
307 No 6.0400% 0.0200% No
308 No 5.8000% 0.0200% No
309 No 5.8000% 0.0800% No
310 No 5.9000% 0.1450% No
311 No 5.8600% 0.0200% No
312 No 5.7200% 0.0200% No
313 No 6.2700% 0.0200% No
314 No 5.8700% 0.0200% No
315 No 5.9400% 0.0200% No
316 No 6.2000% 0.0200% No
317 No 5.8500% 0.0300% No
318 No 6.0600% 0.0200% No
319 No 6.1300% 0.0200% No
LOAN
NUMBER ADDITIONAL INTEREST RATE AFTER ARD
------------------------------------------------------------------------------------------
1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
------------------------------------------------------------------------------------------
2
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
------------------------------------------------------------------------------------------
3
------------------------------------------------------------------------------------------
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
------------------------------------------------------------------------------------------
5
------------------------------------------------------------------------------------------
6
6.1
6.2
6.3
6.4
------------------------------------------------------------------------------------------
7
8
9
10
------------------------------------------------------------------------------------------
11
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
------------------------------------------------------------------------------------------
12
13
14
15
16
17
------------------------------------------------------------------------------------------
18
18.1
18.2
18.3
18.4
------------------------------------------------------------------------------------------
19
20
21
22
23
24
------------------------------------------------------------------------------------------
25
25.1
25.2
25.3
------------------------------------------------------------------------------------------
26
26.1
26.2
26.3
26.4
26.5
26.6
26.7
------------------------------------------------------------------------------------------
27
------------------------------------------------------------------------------------------
28
28.1
28.2
28.3
28.4
------------------------------------------------------------------------------------------
29
------------------------------------------------------------------------------------------
30
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
------------------------------------------------------------------------------------------
31 Greater of (i) 5% plus initial interest rate or (ii) 5% plus Treasury Rate
32
33
34
35
36
37
38
39
40
------------------------------------------------------------------------------------------
41
41.1
41.2
41.3
------------------------------------------------------------------------------------------
42
43
------------------------------------------------------------------------------------------
44
44.1
44.2
44.3
------------------------------------------------------------------------------------------
45 2% plus initial interest rate
46
47 2% plus initial interest rate
48
49
50
51
52
53
54
------------------------------------------------------------------------------------------
55
55.1
55.2
------------------------------------------------------------------------------------------
56
------------------------------------------------------------------------------------------
57
57.1
57.2
------------------------------------------------------------------------------------------
58
59
60 Greater of (i) 2.5% plus initial interest rate or (ii) 3.5% plus annualized yield
61
62
63
64
65
66
67
68
69
70
71
72
73
74 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield
75
76
77
78
79
80
81
82
83
84
85
86
87
------------------------------------------------------------------------------------------
88
88.1
88.2
88.3
88.4
88.5
88.6
88.7
------------------------------------------------------------------------------------------
89
90
91
92
93
------------------------------------------------------------------------------------------
94
94.1
94.2
------------------------------------------------------------------------------------------
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
------------------------------------------------------------------------------------------
120
120.1
120.2
------------------------------------------------------------------------------------------
121
122
123
124
125
126 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
------------------------------------------------------------------------------------------
144
144.1
144.2
------------------------------------------------------------------------------------------
145
146
------------------------------------------------------------------------------------------
147
147.1
147.2
147.3
147.4
147.5
------------------------------------------------------------------------------------------
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield
230
231
232
233
------------------------------------------------------------------------------------------
234
234.1
234.2
234.3
------------------------------------------------------------------------------------------
235
236
237
238
239
240
241
242
243
244
------------------------------------------------------------------------------------------
245
246
------------------------------------------------------------------------------------------
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
INTEREST ORIGINAL REMAINING
RESERVE TERM TO TERM TO
MORTGAGE PERIODIC PAYMENT ON MATURITY / MATURITY /
LOAN LOAN STATED MATURITY FIRST DUE DATE AFTER ARD ARD
NUMBER (YES/NO)? LOAN TYPE GRACE PERIOD DATE CLOSING (MONTHS) (MONTHS)
-------------------------------------------------------------------------------------------------------------------------
1 No Interest Only 0 07/05/17 2,133,833.33 120 120
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
-------------------------------------------------------------------------------------------------------------------------
2 No Interest Only 0 01/01/14 682,241.11 84 78
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
-------------------------------------------------------------------------------------------------------------------------
3 No Partial IO/Balloon 0 06/06/17 671,666.67 120 119
-------------------------------------------------------------------------------------------------------------------------
4 No Interest Only 5 04/01/17 626,730.88 120 117
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
-------------------------------------------------------------------------------------------------------------------------
5 No Interest Only 5 02/01/17 577,005.58 120 115
-------------------------------------------------------------------------------------------------------------------------
6 No Interest Only (Note 1) 09/01/11 482,459.03 60 50
6.1
6.2
6.3
6.4
-------------------------------------------------------------------------------------------------------------------------
7 No Partial IO/Balloon 2 09/06/13 451,408.22 (Note 11) 84 74
8 No Partial IO/Balloon 0 06/06/14 397,811.81 84 83
9 No Partial IO/Balloon 5 04/01/17 348,750.00 120 117
10 No Interest Only 5 05/01/17 342,377.78 120 118
-------------------------------------------------------------------------------------------------------------------------
11 No Interest Only 5 06/01/12 333,215.56 60 59
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
-------------------------------------------------------------------------------------------------------------------------
12 No Interest Only 3 06/01/17 324,036.11 120 119
13 No Interest Only 0 05/06/17 307,520.00 120 118
14 No Interest Only 0 04/06/17 294,577.50 120 117
15 No Interest Only 5 06/01/17 302,801.11 120 119
16 No Interest Only 0 07/06/12 305,834.38 60 60
17 No Interest Only 5 06/01/17 277,760.00 120 119
-------------------------------------------------------------------------------------------------------------------------
18 No Interest Only 5 07/01/12 241,352.22 60 60
18.1
18.2
18.3
18.4
-------------------------------------------------------------------------------------------------------------------------
19 No Interest Only 5 06/01/17 235,600.00 120 119
20 No Interest Only 5 05/01/17 221,228.06 120 118
21 No Balloon 5 04/01/17 268,915.58 120 117
22 No Partial IO/Balloon 5 04/01/17 213,555.56 120 117
23 No Interest Only 5 04/01/17 180,344.22 120 117
24 No Interest Only 0 06/06/17 187,436.33 120 119
-------------------------------------------------------------------------------------------------------------------------
25 No Partial IO/Balloon 5 03/01/17 173,714.01 120 116
25.1
25.2
25.3
-------------------------------------------------------------------------------------------------------------------------
26 No Partial IO/Balloon 5 06/01/17 187,024.72 120 119
26.1
26.2
26.3
26.4
26.5
26.6
26.7
-------------------------------------------------------------------------------------------------------------------------
27 No Interest Only 0 06/06/17 193,444.84 120 119
-------------------------------------------------------------------------------------------------------------------------
28 No Interest Only 5 07/01/12 172,394.44 60 60
28.1
28.2
28.3
28.4
-------------------------------------------------------------------------------------------------------------------------
29 No Interest Only 5 05/01/17 164,101.94 120 118
-------------------------------------------------------------------------------------------------------------------------
30 No Interest Only 5 06/01/17 154,245.67 120 119
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
-------------------------------------------------------------------------------------------------------------------------
31 No Interest Only/ARD 0 05/06/37 151,293.78 120 118
32 No Partial IO/Balloon 0 04/06/17 144,263.67 120 117
33 No Partial IO/Balloon 5 05/01/17 137,347.22 120 118
34 No Partial IO/Balloon 0 06/06/17 145,592.53 120 119
35 No Partial IO/Balloon 0 04/06/16 142,709.79 120 105
36 No Balloon 5 06/01/17 160,585.00 120 119
37 No Partial IO/Balloon 0 04/06/17 139,563.87 120 117
38 No Interest Only 0 04/06/17 133,726.25 120 117
39 No Partial IO/Balloon 5 07/01/17 120,172.36 120 120
40 No Balloon 0 05/06/17 135,697.62 120 118
-------------------------------------------------------------------------------------------------------------------------
41 No Partial IO/Balloon 0 01/06/14 113,491.65 84 78
41.1
41.2
41.3
-------------------------------------------------------------------------------------------------------------------------
42 No Interest Only 7 05/01/17 109,855.39 120 118
43 No Partial IO/Balloon 0 06/06/15 106,474.67 120 95
-------------------------------------------------------------------------------------------------------------------------
44 No Partial IO/Balloon 5 05/01/17 101,447.50 120 118
44.1
44.2
44.3
-------------------------------------------------------------------------------------------------------------------------
45 No Partial IO/ARD 0 06/06/37 108,903.95 120 119
46 No Interest Only 0 04/06/17 104,912.27 120 117
47 No Partial IO/ARD 0 06/06/37 106,479.09 120 119
48 No Interest Only 5 06/01/14 99,148.33 84 83
49 No Interest Only 0 03/06/17 97,822.22 120 116
50 No Partial IO/Balloon 5 07/01/17 111,255.56 120 120
51 No Partial IO/Balloon 5 04/01/17 99,027.78 120 117
52 No Partial IO/Balloon 0 04/06/17 97,449.79 120 117
53 No Partial IO/Balloon 5 03/01/17 98,869.33 120 116
54 No Interest Only 0 05/06/17 87,451.00 120 118
-------------------------------------------------------------------------------------------------------------------------
55 No Partial IO/Balloon 0 06/06/17 93,179.42 120 119
55.1
55.2
-------------------------------------------------------------------------------------------------------------------------
56 No Partial IO/Balloon 5 04/01/17 87,053.17 120 117
-------------------------------------------------------------------------------------------------------------------------
57 No Partial IO/Balloon 5 02/01/17 90,873.06 120 115
57.1
57.2
-------------------------------------------------------------------------------------------------------------------------
58 No Partial IO/Balloon 0 03/06/17 83,909.82 120 116
59 No Partial IO/Balloon 0 06/06/17 88,827.92 120 119
60 No Interest Only/ARD 0 05/06/22 84,466.39 120 118
61 No Partial IO/Balloon 0 05/06/17 85,198.33 120 118
62 No Interest Only 0 05/06/17 78,817.50 120 118
63 No Partial IO/Balloon 5 04/01/17 80,724.00 120 117
64 No Partial IO/Balloon 0 04/06/17 78,998.33 120 117
65 No Partial IO/Balloon 0 04/06/17 77,878.89 120 117
66 No Partial IO/Balloon 5 06/01/17 76,466.67 120 119
67 No Balloon 5 05/01/17 92,965.49 120 118
68 No Interest Only 5 06/01/17 75,602.54 120 119
69 No Interest Only 0 03/06/17 74,978.32 120 116
70 No Interest Only 5 04/01/17 74,344.89 120 117
71 No Partial IO/Balloon 5 06/01/17 70,865.14 120 119
72 No Balloon 0 06/06/17 91,944.85 120 119
73 No Partial IO/Balloon 0 07/06/17 74,270.83 120 120
74 No Partial IO/ARD 0 02/06/37 70,840.25 120 115
75 No Partial IO/Balloon 5 05/01/17 68,095.81 120 118
76 No Interest Only 5 04/01/14 72,633.00 84 81
77 No Interest Only 5 05/01/17 65,779.59 120 118
78 No Partial IO/Balloon 0 07/01/17 72,971.42 120 120
79 No Interest Only 5 06/01/17 66,908.33 120 119
80 No Interest Only 5 05/01/17 68,174.17 120 118
81 No Interest Only 0 04/06/17 69,517.50 120 117
82 No Partial IO/Balloon 5 05/01/17 67,076.25 120 118
83 No Partial IO/Balloon 0 03/06/17 66,694.78 120 116
84 No Interest Only 5 05/01/17 63,333.86 120 118
85 No Balloon 0 04/06/17 77,660.42 120 117
86 No Partial IO/Balloon 5 05/01/17 66,714.48 120 118
87 No Interest Only 0 04/06/17 60,750.10 120 117
-------------------------------------------------------------------------------------------------------------------------
88 No Interest Only 5 06/01/12 65,507.31 60 59
88.1
88.2
88.3
88.4
88.5
88.6
88.7
-------------------------------------------------------------------------------------------------------------------------
89 No Partial IO/Balloon 5 06/01/17 67,257.08 120 119
90 No Interest Only 5 06/01/17 61,351.58 120 119
91 No Balloon 5 07/01/17 73,503.41 120 120
92 No Partial IO/Balloon 0 03/06/14 72,296.31 (Note 8) 96 80
93 No Interest Only 5 05/01/17 60,228.87 120 118
-------------------------------------------------------------------------------------------------------------------------
94 No Partial IO/Balloon 5 06/01/17 58,073.33 120 119
94.1
94.2
-------------------------------------------------------------------------------------------------------------------------
95 No Partial IO/Balloon 5 02/01/17 60,780.67 120 115
96 No Balloon 5 06/01/17 70,869.53 120 119
97 No Partial IO/Balloon 5 06/01/17 57,036.56 120 119
98 No Balloon 0 04/06/22 68,313.27 180 177
99 No Partial IO/Balloon 0 06/06/17 56,284.38 120 119
100 No Partial IO/Balloon 0 06/06/17 53,991.67 120 119
101 No Partial IO/Balloon 5 05/01/17 54,560.00 120 118
102 No Balloon 0 06/06/17 63,426.42 120 119
103 No Balloon 0 05/06/17 65,174.65 120 118
104 No Interest Only 0 03/06/17 54,777.00 120 116
105 No Partial IO/Balloon 5 05/01/17 50,964.00 120 118
106 No Balloon 0 05/06/17 63,007.51 120 118
107 No Partial IO/Balloon 0 06/06/17 51,044.94 120 119
108 No Partial IO/Balloon 0 02/06/17 51,874.19 120 115
109 No Interest Only 0 02/06/17 52,822.97 120 115
110 No Balloon 5 07/01/17 61,742.86 120 120
111 No Partial IO/Balloon 0 04/06/17 48,595.94 120 117
112 No Partial IO/Balloon 0 07/06/17 51,451.39 120 120
113 No Interest Only 5 05/01/17 47,016.67 120 118
114 No Interest Only 5 06/01/17 47,791.67 120 119
115 No Partial IO/Balloon 5 05/01/17 48,394.44 120 118
116 No Interest Only 5 06/01/17 48,825.00 120 119
117 No Balloon 0 04/06/17 57,660.38 120 117
118 No Partial IO/Balloon 5 06/01/17 51,073.43 120 119
119 No Partial IO/Balloon 5 04/01/17 47,510.94 120 117
-------------------------------------------------------------------------------------------------------------------------
120 No Interest Only 5 05/01/12 47,352.50 60 58
120.1
120.2
-------------------------------------------------------------------------------------------------------------------------
121 No Partial IO/Balloon 0 04/06/17 46,082.36 120 117
122 No Partial IO/Balloon 5 04/01/17 47,533.33 120 117
123 No Partial IO/Balloon 0 03/06/17 48,019.86 120 116
124 No Partial IO/Balloon 5 06/01/17 48,974.53 120 119
125 No Partial IO/Balloon 0 06/06/17 46,631.00 120 119
126 No ARD 0 05/06/37 55,376.47 120 118
127 No Partial IO/Balloon 0 05/06/17 45,790.44 120 118
128 No Interest Only 0 04/06/17 44,681.33 120 117
129 No Partial IO/Balloon 0 05/06/17 42,315.00 120 118
130 No Partial IO/Balloon 0 03/06/17 42,508.75 120 116
131 No Partial IO/Balloon 0 05/06/17 44,988.75 120 118
132 No Partial IO/Balloon 0 06/06/17 42,547.50 120 119
133 No Partial IO/Balloon 5 05/01/17 43,710.00 120 118
134 No Interest Only 5 06/01/14 43,701.39 84 83
135 No Interest Only 5 06/01/17 43,226.92 120 119
136 No Partial IO/Balloon 5 04/01/17 42,952.22 120 117
137 No Balloon 0 02/06/17 49,349.10 120 115
138 No Partial IO/Balloon 0 04/06/17 41,062.08 120 117
139 No Partial IO/Balloon 5 05/01/17 42,013.61 120 118
140 No Partial IO/Balloon 5 06/01/17 41,574.44 120 119
141 No Interest Only 5 05/01/12 36,266.35 60 58
142 No Partial IO/Balloon 0 04/06/17 39,965.59 120 117
143 No Balloon 0 06/06/17 48,542.05 120 119
-------------------------------------------------------------------------------------------------------------------------
144 No Interest Only 5 06/01/12 39,271.83 60 59
144.1
144.2
-------------------------------------------------------------------------------------------------------------------------
145 No Partial IO/Balloon 0 05/06/17 39,796.42 120 118
146 No Partial IO/Balloon 5 06/01/17 41,421.77 120 119
-------------------------------------------------------------------------------------------------------------------------
147 No Partial IO/Balloon 0 04/06/17 39,339.00 120 117
147.1
147.2
147.3
147.4
147.5
-------------------------------------------------------------------------------------------------------------------------
148 No Partial IO/Balloon 0 04/06/12 40,455.00 60 57
149 No Interest Only 0 06/06/17 41,664.16 120 119
150 No Partial IO/Balloon 0 03/06/17 36,309.40 120 116
151 No Balloon 0 04/06/17 51,816.77 120 117
152 No Partial IO/Balloon 0 03/06/17 39,473.33 120 116
153 No Partial IO/Balloon 0 06/06/17 39,445.78 120 119
154 No Balloon 0 06/06/17 50,958.88 120 119
155 No Balloon 5 06/01/17 49,079.24 120 119
156 No Partial IO/Balloon 5 06/01/17 39,215.00 120 119
157 No Partial IO/Balloon 5 06/01/17 38,503.72 120 119
158 No Partial IO/Balloon 0 06/06/17 41,398.40 120 119
159 No Balloon 5 06/01/17 46,051.38 120 119
160 No Partial IO/Balloon 5 06/01/17 37,733.89 120 119
161 No Balloon 0 05/06/17 45,044.12 120 118
162 No Interest Only 0 05/06/17 37,777.53 120 118
163 No Partial IO/Balloon 5 04/01/17 36,714.33 120 117
164 No Partial IO/Balloon 0 06/06/17 36,781.50 120 119
165 No Partial IO/Balloon 0 04/06/17 36,134.38 120 117
166 No Partial IO/Balloon 5 07/01/17 36,246.32 120 120
167 No Interest Only 0 04/06/17 36,971.63 120 117
168 No Interest Only 5 05/01/17 35,429.56 120 118
169 No Interest Only 0 02/06/17 36,709.17 120 115
170 No Partial IO/Balloon 5 06/01/17 35,210.83 120 119
171 No Interest Only 0 05/06/17 34,366.60 120 118
172 No Partial IO/Balloon 0 03/06/17 33,914.00 120 116
173 No Partial IO/Balloon 5 06/01/17 37,432.50 120 119
174 No Balloon 5 12/01/18 48,906.38 138 137
175 No Balloon 0 07/06/17 42,869.58 120 120
176 No Balloon 5 06/01/17 42,179.62 120 119
177 No Partial IO/Balloon 0 06/06/17 34,256.46 120 119
178 No Partial IO/Balloon 5 06/01/17 34,053.16 120 119
179 No Partial IO/Balloon 5 05/01/17 33,270.32 120 118
180 No Partial IO/Balloon 5 05/01/14 34,306.67 84 82
181 No Partial IO/Balloon 5 05/01/17 33,366.68 120 118
182 No Balloon 0 02/06/17 37,787.84 120 115
183 No Partial IO/Balloon 5 06/01/17 32,813.50 120 119
184 No Balloon 5 10/01/16 38,701.03 120 111
185 No Partial IO/Balloon 0 04/06/17 29,443.97 120 117
186 No Partial IO/Balloon 0 06/01/17 30,698.61 120 119
187 No Balloon 5 07/01/17 36,756.67 120 120
188 No Interest Only 5 05/01/17 29,709.63 120 118
189 No Balloon 0 02/06/17 36,535.25 120 115
190 No Partial IO/Balloon 0 04/06/17 29,966.67 120 117
191 No Partial IO/ARD 0 02/06/37 31,155.00 120 115
192 No Partial IO/Balloon 5 06/01/17 28,623.33 120 119
193 No Partial IO/Balloon 0 10/01/12 32,188.33 66 63
194 No Interest Only 5 06/01/17 28,985.00 120 119
195 No Balloon 0 06/06/17 38,182.69 120 119
196 No Balloon 5 05/01/17 35,703.45 120 118
197 No Balloon 0 05/06/17 35,588.19 120 118
198 No Balloon 0 05/06/17 34,710.04 120 118
199 No Balloon 5 07/01/17 36,711.91 120 120
200 No Partial IO/Balloon 5 06/01/17 30,815.72 120 119
201 No Interest Only 5 06/01/17 28,718.40 120 119
202 No Interest Only 5 05/01/12 28,074.38 60 58
203 No Interest Only 5 05/01/17 27,683.43 120 118
204 No Balloon 5 07/01/17 32,608.97 120 120
205 No Partial IO/Balloon 0 05/01/17 27,422.08 120 118
206 No Partial IO/Balloon 5 06/01/17 27,042.76 120 119
207 No Interest Only 5 06/01/17 25,844.96 120 119
208 No Partial IO/Balloon 5 07/01/17 26,121.38 120 120
209 No Partial IO/Balloon 5 06/01/17 26,698.75 120 119
210 No Balloon 5 05/01/17 37,147.89 120 118
211 No Balloon 5 05/01/17 30,862.06 120 118
212 No Partial IO/Balloon 0 04/06/17 25,826.89 120 117
213 No Balloon 5 05/01/17 31,072.51 120 118
214 No Partial IO/Balloon 5 05/01/17 25,337.06 120 118
215 No Balloon 0 03/06/17 32,732.81 120 116
216 No Balloon 5 06/01/17 30,511.53 120 119
217 No Partial IO/Balloon 0 06/06/17 25,015.28 120 119
218 No Interest Only 5 05/01/17 23,809.72 120 118
219 No Balloon 5 05/01/17 32,184.51 120 118
220 No Partial IO/Balloon 5 05/01/17 25,527.64 120 118
221 No Partial IO/Balloon 5 04/01/17 27,257.61 120 117
222 No Partial IO/Balloon 0 04/06/17 23,680.13 120 117
223 No Partial IO/Balloon 5 05/01/17 24,097.33 120 118
224 No Partial IO/Balloon 5 05/01/17 24,485.69 120 118
225 No Balloon 0 07/06/17 26,204.94 120 120
226 No Balloon 5 05/01/17 26,990.64 120 118
227 No Partial IO/Balloon 0 05/06/17 22,058.65 120 118
228 No Partial IO/ARD 0 04/06/37 22,475.00 120 117
230 No Balloon 0 07/06/17 25,273.35 120 120
231 No Balloon 0 07/06/17 27,366.87 120 120
232 No Partial IO/Balloon 5 05/01/17 21,558.78 120 118
233 No Balloon 5 06/01/17 26,351.94 120 119
-------------------------------------------------------------------------------------------------------------------------
234 No Balloon 5 05/01/17 25,891.36 120 118
234.1
234.2
234.3
-------------------------------------------------------------------------------------------------------------------------
235 No Balloon 0 05/06/17 25,189.32 120 118
236 No Interest Only 7 05/01/14 19,891.67 84 82
237 No Partial IO/Balloon 5 06/01/17 20,159.47 120 119
238 No Balloon 15 06/01/17 23,899.51 120 119
239 No Interest Only 5 05/01/17 20,218.89 120 118
240 No Balloon 5 05/01/17 25,943.49 120 118
241 No Partial IO/Balloon 5 07/01/17 18,974.58 120 120
242 No Balloon 5 07/01/17 22,686.52 120 120
243 No Balloon 5 05/01/17 22,982.81 120 118
244 No Balloon 0 09/06/16 23,704.38 (Note 9) 120 110
-------------------------------------------------------------------------------------------------------------------------
245 No Balloon 5 04/01/17 13,657.02 120 117
246 No Balloon 5 04/01/17 8,241.31 120 117
-------------------------------------------------------------------------------------------------------------------------
247 No Partial IO/Balloon 5 05/01/17 18,224.56 120 118
248 No Partial IO/Balloon 5 06/01/17 18,383.86 120 119
249 No Partial IO/Balloon 5 06/01/17 18,989.22 120 119
250 No Balloon 5 05/01/17 25,710.78 120 118
251 No Balloon 0 03/06/17 21,393.25 120 116
252 No Partial IO/Balloon 5 07/01/17 17,825.00 120 120
253 No Balloon 0 06/06/17 20,871.61 120 119
254 No Partial IO/Balloon 15 06/01/17 17,186.40 120 119
255 No Balloon 7 05/01/17 21,240.15 120 118
256 No Balloon 5 05/01/17 20,558.65 120 118
257 No Balloon 5 05/01/17 19,960.54 120 118
258 No Partial IO/Balloon 0 04/06/17 17,104.08 120 117
259 No Partial IO/Balloon 5 05/01/17 17,537.39 120 118
260 No Balloon 5 06/01/17 20,123.15 120 119
261 No Balloon 5 05/01/17 21,361.90 120 118
262 No Partial IO/Balloon 0 04/06/17 16,197.50 120 117
263 No Partial IO/Balloon 5 09/01/11 17,845.67 60 50
264 No Balloon 7 06/01/17 19,339.37 120 119
265 No Balloon 5 05/01/17 19,166.70 120 118
266 No Partial IO/Balloon 0 02/06/17 15,591.97 120 115
267 No Partial IO/Balloon 5 04/01/17 15,749.72 120 117
268 No Balloon 0 05/06/17 19,746.42 120 118
269 No Partial IO/Balloon 5 05/01/17 14,880.00 120 118
270 No Partial IO/Balloon 5 05/01/17 13,912.11 120 118
271 No Balloon 5 05/01/17 17,203.68 120 118
272 No Balloon 0 06/06/17 17,619.97 120 119
273 No Balloon 0 06/06/17 17,123.60 120 119
274 No Partial IO/Balloon 5 05/01/17 13,065.21 120 118
275 No Partial IO/Balloon 5 07/01/17 12,477.50 120 120
276 No Interest Only 5 05/01/17 12,055.56 120 118
277 No Partial IO/Balloon 5 06/01/17 12,981.25 120 119
278 No Balloon 5 05/01/17 15,214.52 120 118
279 No Partial IO/Balloon 5 05/01/17 12,915.38 120 118
280 Yes Partial IO/Balloon 5 08/01/17 13,291.25 (Note 3) 121 121
281 No Interest Only 5 05/01/17 12,077.60 120 118
282 No Partial IO/Balloon 0 04/06/17 12,207.80 120 117
283 No Partial IO/Balloon 5 05/01/17 11,706.98 120 118
284 No Partial IO/Balloon 5 05/01/17 11,384.75 120 118
285 No Partial IO/Balloon 5 05/01/17 11,685.28 120 118
286 No Partial IO/Balloon 0 06/01/17 11,685.28 120 119
287 No Balloon 5 06/01/17 13,656.86 120 119
288 No Balloon 5 05/01/12 14,056.95 60 58
289 No Balloon 5 05/01/17 14,469.45 120 118
290 No Balloon 5 05/01/17 12,917.24 120 118
291 No Partial IO/Balloon 0 04/06/16 11,169.69 120 105
292 No Balloon 5 06/01/17 12,738.68 120 119
293 No Balloon 5 05/01/17 12,454.97 120 118
294 No Balloon 5 06/01/17 12,618.55 120 119
295 No Fully Amortizing 5 04/01/22 17,709.28 180 177
296 No Balloon 5 05/01/17 11,971.33 120 118
297 No Balloon 5 06/01/17 11,330.45 120 119
298 No Balloon 0 06/06/17 12,079.10 120 119
299 No Partial IO/Balloon 5 06/01/17 9,000.76 120 119
300 No Partial IO/Balloon 5 06/01/17 9,042.87 120 119
301 No Balloon 5 05/01/17 10,931.17 120 118
302 No Balloon 5 04/01/17 11,553.45 120 117
303 No Balloon 5 06/01/17 10,590.34 120 119
304 No Balloon 5 06/01/17 10,190.94 120 119
305 No Balloon 5 06/01/17 9,786.75 120 119
306 No Partial IO/Balloon 0 04/06/17 7,565.38 120 117
307 No Balloon 15 06/01/17 9,031.87 120 119
308 No Balloon 5 05/01/17 8,801.30 120 118
309 No Partial IO/Balloon 5 05/01/17 7,241.94 120 118
310 No Balloon 15 05/01/17 8,600.48 120 118
311 No Balloon 5 05/01/17 8,563.40 120 118
312 No Balloon 5 06/01/17 8,288.78 120 119
313 No Balloon 5 05/01/17 8,792.51 120 118
314 No Partial IO/Balloon 5 05/01/17 7,152.43 120 118
315 No Partial IO/Balloon 5 05/01/17 7,161.00 120 118
316 No Balloon 5 05/01/17 7,643.61 120 118
317 No Balloon 5 07/01/17 7,079.29 120 120
318 No Balloon 5 05/01/17 6,637.55 120 118
319 No Balloon 5 04/01/17 6,596.08 120 117
STATED
REMAINING
STATED ORIGINAL AMORTIZATION DEFEASANCE
LOAN AMORTIZATION TERM LOAN PROPERTY LOCKBOX
NUMBER TERM (MONTHS) (MONTHS) (YES/NO)? BORROWER'S INTEREST PROPERTY SIZE IZE TYPE (YES/NO)?
------------------------------------------------------------------------------------------------------------------------------
1 Interest Only Interest Only No (Note 4) Fee Simple 7,297,943 SF No
1.1 Fee Simple 245,774 SF
1.2 Fee Simple 260,797 SF
1.3 Fee Simple 227,209 SF
1.4 Fee Simple 307,716 SF
1.5 Fee Simple 312,546 SF
1.6 Fee Simple 273,307 SF
1.7 Fee Simple 281,244 SF
1.8 Fee Simple 240,560 SF
1.9 Fee Simple 272,385 SF
1.10 Fee Simple 227,085 SF
1.11 Fee Simple 108,565 SF
1.12 Fee Simple 217,619 SF
1.13 Fee Simple 132,745 SF
1.14 Fee Simple 271,729 SF
1.15 Fee Simple 149,658 SF
1.16 Fee Simple 126,486 SF
1.17 Fee Simple 186,212 SF
1.18 Fee Simple 130,609 SF
1.19 Fee Simple 152,667 SF
1.20 Fee Simple 119,197 SF
1.21 Fee Simple 243,176 SF
1.22 Fee Simple 158,222 SF
1.23 Fee Simple 89,627 SF
1.24 Fee Simple 82,441 SF
1.25 Fee Simple 104,460 SF
1.26 Fee Simple 204,216 SF
1.27 Fee Simple 121,766 SF
1.28 Fee Simple 71,430 SF
1.29 Fee Simple 66,539 SF
1.30 Fee Simple 98,317 SF
1.31 Fee Simple 69,471 SF
1.32 Fee Simple 137,757 SF
1.33 Fee Simple 125,653 SF
1.34 Fee Simple 90,566 SF
1.35 Fee Simple 83,929 SF
1.36 Fee Simple 95,229 SF
1.37 Fee Simple 117,723 SF
1.38 Fee Simple 93,643 SF
1.39 Fee Simple 70,555 SF
1.40 Fee Simple 128,210 SF
1.41 Fee Simple 75,492 SF
1.42 Fee Simple 73,271 SF
1.43 Fee Simple 67,721 SF
1.44 Fee Simple 76,512 SF
1.45 Fee Simple 62,840 SF
1.46 Fee Simple 60,712 SF
1.47 Fee Simple 67,475 SF
1.48 Fee Simple 73,986 SF
1.49 Fee Simple 68,927 SF
1.50 Fee Simple 66,986 SF
1.51 Fee Simple 49,097 SF
1.52 Fee Simple 57,884 SF
------------------------------------------------------------------------------------------------------------------------------
2 Interest Only Interest Only Yes Fee Simple 4,193,824 SF Yes
2.1 Fee Simple 478,467 SF
2.2 Fee Simple 669,650 SF
2.3 Fee Simple 370,783 SF
2.4 Fee Simple 221,330 SF
2.5 Fee Simple 181,106 SF
2.6 Fee Simple 218,540 SF
2.7 Fee Simple 601,617 SF
2.8 Fee Simple 186,100 SF
2.9 Fee Simple 177,622 SF
2.10 Fee Simple 110,405 SF
2.11 Fee Simple 225,843 SF
2.12 Fee Simple 232,956 SF
2.13 Fee Simple 191,220 SF
2.14 Fee Simple 211,784 SF
2.15 Fee Simple 116,401 SF
------------------------------------------------------------------------------------------------------------------------------
3 360 360 Yes Fee Simple 439,211 SF Yes
------------------------------------------------------------------------------------------------------------------------------
4 Interest Only Interest Only Yes Fee Simple 951 Units No
4.1 Fee Simple 43 Units
4.2 Fee Simple 31 Units
4.3 Fee Simple 25 Units
4.4 Fee Simple 25 Units
4.5 Fee Simple 22 Units
4.6 Fee Simple 24 Units
4.7 Fee Simple 31 Units
4.8 Fee Simple 45 Units
4.9 Fee Simple 38 Units
4.10 Fee Simple 25 Units
4.11 Fee Simple 22 Units
4.12 Fee Simple 16 Units
4.13 Fee Simple 38 Units
4.14 Fee Simple 21 Units
4.15 Fee Simple 18 Units
4.16 Fee Simple 38 Units
4.17 Fee Simple 31 Units
4.18 Fee Simple 40 Units
4.19 Fee Simple 21 Units
4.20 Fee Simple 19 Units
4.21 Fee Simple 21 Units
4.22 Fee Simple 35 Units
4.23 Fee Simple 19 Units
4.24 Fee Simple 19 Units
4.25 Fee Simple 21 Units
4.26 Fee Simple 41 Units
4.27 Fee Simple 29 Units
4.28 Fee Simple 27 Units
4.29 Fee Simple 6 Units
4.30 Fee Simple 13 Units
4.31 Fee Simple 6 Units
4.32 Fee Simple 6 Units
4.33 Fee Simple 6 Units
4.34 Fee Simple 6 Units
4.35 Fee Simple 6 Units
4.36 Fee Simple 6 Units
4.37 Fee Simple 12 Units
4.38 Fee Simple 12 Units
4.39 Fee Simple 19 Units
4.40 Fee Simple 18 Units
4.41 Fee Simple 18 Units
4.42 Fee Simple 23 Units
4.43 Fee Simple 9 Units
------------------------------------------------------------------------------------------------------------------------------
5 Interest Only Interest Only Yes (Note 5) Fee in Part, Leasehold in Part 559,983 SF Yes
------------------------------------------------------------------------------------------------------------------------------
6 Interest Only Interest Only Yes (Note 6) Fee in Part, Leasehold in Part 1,989,759 SF Yes
6.1 Fee Simple 1,606,435 SF
6.2 Fee Simple 199,362 SF
6.3 Fee in Part, Leasehold in Part 169,918 SF
6.4 Fee Simple 14,044 SF
------------------------------------------------------------------------------------------------------------------------------
7 360 360 Yes Fee Simple 472,844 SF Yes
8 360 360 Yes Fee Simple 435,358 SF Yes
9 360 360 Yes Fee Simple 314 Rooms Yes
10 Interest Only Interest Only Yes Fee Simple 277,362 SF No
------------------------------------------------------------------------------------------------------------------------------
11 Interest Only Interest Only No Fee Simple 1,219,644 SF No
11.1 Fee Simple 88,784 SF
11.2 Fee Simple 70,050 SF
11.3 Fee Simple 71,140 SF
11.4 Fee Simple 94,500 SF
11.5 Fee Simple 94,500 SF
11.6 Fee Simple 71,264 SF
11.7 Fee Simple 67,104 SF
11.8 Fee Simple 64,500 SF
11.9 Fee Simple 103,892 SF
11.10 Fee Simple 38,845 SF
11.11 Fee Simple 50,891 SF
11.12 Fee Simple 63,112 SF
11.13 Fee Simple 47,628 SF
11.14 Fee Simple 34,615 SF
11.15 Fee Simple 52,050 SF
11.16 Fee Simple 37,520 SF
11.17 Fee Simple 52,224 SF
11.18 Fee Simple 15,000 SF
11.19 Fee Simple 59,334 SF
11.20 Fee Simple 42,691 SF
------------------------------------------------------------------------------------------------------------------------------
12 Interest Only Interest Only Yes Fee Simple 1,567,592 SF Yes
13 Interest Only Interest Only Yes Fee Simple 216,578 SF Yes
14 Interest Only Interest Only Yes Fee Simple 239,912 SF No
15 Interest Only Interest Only Yes Fee Simple 294,418 SF No
16 Interest Only Interest Only Yes Fee Simple 270,369 SF Yes
17 Interest Only Interest Only No Fee Simple 203,218 SF Yes
------------------------------------------------------------------------------------------------------------------------------
18 Interest Only Interest Only Yes Fee Simple 1,195,103 SF Yes
18.1 Fee Simple 483,156 SF
18.2 Fee Simple 260,620 SF
18.3 Fee Simple 223,027 SF
18.4 Fee Simple 228,300 SF
------------------------------------------------------------------------------------------------------------------------------
19 Interest Only Interest Only No Fee Simple 263,137 SF No
20 Interest Only Interest Only Yes Fee Simple 176 Rooms Yes
21 360 357 Yes Leasehold 175 Rooms Yes
22 360 360 Yes Fee Simple 386,351 SF Yes
23 Interest Only Interest Only Yes Fee Simple 197,000 SF Yes
24 Interest Only Interest Only Yes Fee Simple 177,933 SF Yes
------------------------------------------------------------------------------------------------------------------------------
25 360 360 Yes Fee Simple 601,979 SF Yes
25.1 Fee Simple 270,467 SF
25.2 Fee Simple 221,512 SF
25.3 Fee Simple 110,000 SF
------------------------------------------------------------------------------------------------------------------------------
26 360 360 Yes Fee Simple 1,032 Units Yes
26.1 Fee Simple 308 Units
26.2 Fee Simple 200 Units
26.3 Fee Simple 128 Units
26.4 Fee Simple 100 Units
26.5 Fee Simple 96 Units
26.6 Fee Simple 100 Units
26.7 Fee Simple 100 Units
------------------------------------------------------------------------------------------------------------------------------
27 Interest Only Interest Only Yes Fee Simple 420,610 SF No
------------------------------------------------------------------------------------------------------------------------------
28 Interest Only Interest Only Yes Fee Simple 1,162,857 SF Yes
28.1 Fee Simple 407,352 SF
28.2 Fee Simple 348,249 SF
28.3 Fee Simple 280,706 SF
28.4 Fee Simple 126,550 SF
------------------------------------------------------------------------------------------------------------------------------
29 Interest Only Interest Only Yes Fee Simple 188 Rooms Yes
------------------------------------------------------------------------------------------------------------------------------
30 Interest Only Interest Only No Fee Simple 2,302,827 SF Yes
30.1 Fee Simple 500,000 SF
30.2 Fee Simple 251,685 SF
30.3 Fee Simple 175,275 SF
30.4 Fee Simple 161,350 SF
30.5 Fee Simple 118,320 SF
30.6 Fee Simple 102,400 SF
30.7 Fee Simple 97,716 SF
30.8 Fee Simple 144,000 SF
30.9 Fee Simple 121,345 SF
30.10 Fee Simple 94,500 SF
30.11 Fee Simple 86,072 SF
30.12 Fee Simple 80,000 SF
30.13 Fee Simple 81,639 SF
30.14 Fee Simple 75,000 SF
30.15 Fee Simple 58,560 SF
30.16 Fee Simple 42,000 SF
30.17 Fee Simple 42,000 SF
30.18 Fee Simple 32,400 SF
30.19 Fee Simple 28,380 SF
30.20 Fee Simple 10,185 SF
------------------------------------------------------------------------------------------------------------------------------
31 Interest Only Interest Only Yes Fee Simple 74,391 SF Yes
32 360 360 Yes Fee Simple 178,734 SF Yes
33 360 360 Yes Fee Simple 102,889 SF Yes
34 360 360 Yes Fee Simple 151,198 SF No
35 360 360 Yes Fee Simple 83,394 SF Yes
36 360 359 Yes Fee Simple 97,976 SF No
37 360 360 Yes Leasehold 149,964 SF Yes
38 Interest Only Interest Only Yes (Note 2) Fee Simple 660 Units No
39 360 360 No Fee Simple 352 Units No
40 360 358 Yes Fee Simple 121,172 SF Yes
------------------------------------------------------------------------------------------------------------------------------
41 360 360 Yes Fee Simple 215,288 SF Yes
41.1 Fee Simple 82,228 SF
41.2 Fee Simple 81,760 SF
41.3 Fee Simple 51,300 SF
------------------------------------------------------------------------------------------------------------------------------
42 Interest Only Interest Only Yes (Note 2) Fee Simple 218,649 SF No
43 360 360 Yes Fee Simple 129 Units No
------------------------------------------------------------------------------------------------------------------------------
44 360 360 Yes Fee Simple 87,519 SF Yes
44.1 Fee Simple 52,400 SF
44.2 Fee Simple 17,442 SF
44.3 Fee Simple 17,677 SF
------------------------------------------------------------------------------------------------------------------------------
45 360 360 No Fee Simple 181,372 SF Yes
46 Interest Only Interest Only Yes Fee Simple 88,592 SF No
47 360 360 No Fee Simple 176,000 SF Yes
48 Interest Only Interest Only Yes Fee Simple 111,251 SF No
49 Interest Only Interest Only Yes Leasehold 16,000 SF No
50 360 360 Yes Fee Simple 102,230 SF No
51 360 360 Yes Fee Simple 198 Rooms Yes
52 360 360 No Fee Simple 205 Rooms No
53 300 300 Yes Fee Simple 717 Units No
54 Interest Only Interest Only Yes Fee Simple 41,050 SF Yes
------------------------------------------------------------------------------------------------------------------------------
55 360 360 Yes Fee Simple 190 Rooms Yes
55.1 Fee Simple 95 Rooms
55.2 Fee Simple 95 Rooms
------------------------------------------------------------------------------------------------------------------------------
56 360 360 Yes Fee Simple 107 Rooms No
------------------------------------------------------------------------------------------------------------------------------
57 360 360 Yes Fee Simple 193,029 SF No
57.1 Fee Simple 96,755 SF
57.2 Fee Simple 96,274 SF
------------------------------------------------------------------------------------------------------------------------------
58 360 360 Yes Fee Simple 121,660 SF No
59 360 360 Yes Fee Simple 140 Rooms Yes
60 Interest Only Interest Only Yes Fee Simple 201,565 SF Yes
61 360 360 Yes Fee Simple 125,480 SF Yes
62 Interest Only Interest Only Yes Fee Simple 36,535 SF Yes
63 360 360 Yes Fee Simple 169,989 SF Yes
64 360 360 Yes Fee Simple 109,887 SF Yes
65 360 360 Yes Fee Simple 264 Units Yes
66 360 360 Yes Fee Simple 135,409 SF Yes
67 360 358 Yes Fee Simple 158,764 SF No
68 Interest Only Interest Only Yes Fee Simple 119,637 SF No
69 Interest Only Interest Only Yes Fee Simple 64,568 SF No
70 Interest Only Interest Only No Fee Simple 83,162 SF No
71 360 360 Yes Fee Simple 75,318 SF No
72 360 359 Yes Fee Simple 152 Rooms No
73 360 360 Yes Fee Simple 76,461 SF No
74 360 360 Yes Fee Simple 119,161 SF Yes
75 360 360 Yes Fee Simple 106,628 SF No
76 Interest Only Interest Only Yes Fee Simple 122,091 SF No
77 Interest Only Interest Only Yes Fee Simple 51,146 SF No
78 360 360 Yes Fee Simple 367 Units No
79 Interest Only Interest Only Yes Fee Simple 253 Rooms No
80 Interest Only Interest Only Yes (Note 2) Fee Simple 101,977 SF Yes
81 Interest Only Interest Only Yes Fee Simple 56,073 SF No
82 360 360 Yes Fee Simple 108,461 SF No
83 360 360 Yes Fee Simple 258 Units No
84 Interest Only Interest Only No Fee Simple 288 Units No
85 360 357 Yes Fee Simple 130 Rooms Yes
86 360 360 Yes Fee Simple 150,270 SF No
87 Interest Only Interest Only Yes Fee Simple 24,977 SF Yes
------------------------------------------------------------------------------------------------------------------------------
88 Interest Only Interest Only No Fee Simple 19,093 SF Yes
88.1 Fee Simple 2,780 SF
88.2 Fee Simple 3,439 SF
88.3 Fee Simple 3,360 SF
88.4 Fee Simple 2,842 SF
88.5 Fee Simple 1,899 SF
88.6 Fee Simple 2,746 SF
88.7 Fee Simple 2,027 SF
------------------------------------------------------------------------------------------------------------------------------
89 360 360 Yes Fee Simple 61,505 SF No
90 Interest Only Interest Only Yes Fee Simple 86,000 SF Yes
91 360 360 No Fee Simple 57,489 SF Yes
92 360 360 Yes Fee Simple 70,661 SF Yes
93 Interest Only Interest Only Yes Fee Simple 205,904 SF No
------------------------------------------------------------------------------------------------------------------------------
94 360 360 Yes Fee Simple 91,920 SF No
94.1 Fee Simple 54,608 SF
94.2 Fee Simple 37,312 SF
------------------------------------------------------------------------------------------------------------------------------
95 360 360 Yes Fee Simple 98,641 SF Yes
96 360 359 Yes Fee Simple 157,312 SF No
97 360 360 No Fee Simple 58,142 SF No
98 360 357 Yes Fee Simple 52,500 SF No
99 360 360 Yes Fee Simple 64,200 SF No
100 360 360 No Fee Simple 57,143 SF Yes
101 360 360 Yes Fee Simple 124,220 SF No
102 360 359 Yes Fee Simple 82,134 SF Yes
103 360 358 Yes Fee Simple 104 Rooms Yes
104 Interest Only Interest Only Yes Fee Simple 136 Units No
105 360 360 Yes Fee Simple 87,143 SF No
106 360 358 Yes Fee Simple 46,940 SF Yes
107 360 360 Yes Fee Simple 51,393 SF No
108 360 360 Yes Fee Simple 82,213 SF Yes
109 Interest Only Interest Only Yes Fee Simple 98,175 SF Yes
110 360 360 Yes Fee Simple 100 Rooms No
111 360 360 Yes Fee Simple 57,304 SF No
112 360 360 No Fee Simple 126,901 SF Yes
113 Interest Only Interest Only Yes Fee Simple 52,810 SF No
114 Interest Only Interest Only Yes Fee Simple 54,266 SF No
115 360 360 Yes Fee Simple 56,932 SF No
116 Interest Only Interest Only Yes Fee Simple 74,688 SF No
117 360 357 Yes Fee Simple 65 Units No
118 360 360 No Fee Simple 99,402 SF No
119 360 360 Yes Fee Simple 232 Units No
------------------------------------------------------------------------------------------------------------------------------
120 Interest Only Interest Only Yes Fee Simple 340 Units No
120.1 Fee Simple 144 Units
120.2 Fee Simple 196 Units
------------------------------------------------------------------------------------------------------------------------------
121 360 360 Yes Fee Simple 54,067 SF No
122 360 360 Yes Fee Simple 99 Rooms No
123 360 360 Yes Fee Simple 101,907 SF Yes
124 360 360 No Fee Simple 176,300 SF Yes
125 360 360 Yes Fee Simple 33,954 SF No
126 360 358 Yes Fee Simple 70,856 SF Yes
127 360 360 Yes Fee Simple 52,326 SF No
128 Interest Only Interest Only Yes Fee Simple 125,357 SF Yes
129 360 360 Yes Fee Simple 53,798 SF Yes
130 360 360 Yes Fee Simple 26,829 SF No
131 360 360 Yes Leasehold 48,422 SF No
132 360 360 Yes Fee Simple 89,008 SF No
133 360 360 Yes Fee Simple 34,453 SF No
134 Interest Only Interest Only Yes Fee Simple 213 Units No
135 Interest Only Interest Only Yes Fee Simple 144,021 SF No
136 360 360 Yes Fee Simple 60,589 SF Yes
137 360 355 Yes Fee Simple 88 Units No
138 360 360 Yes Fee Simple 55,001 SF No
139 360 360 Yes Fee Simple 38,567 SF No
140 360 360 Yes Fee Simple 32,056 SF No
141 Interest Only Interest Only No Fee Simple 86,072 SF No
142 360 360 Yes Fee Simple 14,398 SF No
143 360 359 No Fee Simple 129 Rooms No
------------------------------------------------------------------------------------------------------------------------------
144 Interest Only Interest Only No Fee Simple 204,031 SF No
144.1 Fee Simple 101,736 SF
144.2 Fee Simple 102,295 SF
------------------------------------------------------------------------------------------------------------------------------
145 360 360 Yes Fee Simple 87,467 SF No
146 360 360 Yes Fee Simple 93,340 SF No
------------------------------------------------------------------------------------------------------------------------------
147 360 360 Yes Fee Simple 60,888 SF No
147.1 Fee Simple 5,113 SF
147.2 Fee Simple 12,480 SF
147.3 Fee Simple 4,282 SF
147.4 Fee Simple 3,884 SF
147.5 Fee Simple 35,129 SF
------------------------------------------------------------------------------------------------------------------------------
148 360 360 Yes Fee Simple 108 Rooms No
149 Interest Only Interest Only Yes Fee Simple 23,054 SF Yes
150 360 360 Yes Fee Simple 272 Units Yes
151 300 297 No Fee Simple 120 Rooms Yes
152 360 360 No Fee Simple 186 Units No
153 360 360 Yes Fee Simple 48,654 SF Yes
154 300 299 Yes Fee Simple 129 Rooms Yes
155 300 299 No Fee Simple 184,935 SF No
156 360 360 No Fee Simple 296,965 SF No
157 360 360 Yes Fee Simple 46,533 SF No
158 360 360 Yes Fee Simple 95 Rooms Yes
159 360 359 No Fee Simple 87 Rooms No
160 360 360 Yes Fee Simple 48 Units No
161 360 358 No Fee Simple 28,500 SF Yes
162 Interest Only Interest Only Yes Fee Simple 42,000 SF No
163 360 360 Yes Fee Simple 33,750 SF No
164 360 360 Yes Leasehold 81,200 SF No
165 360 360 Yes Fee Simple 78,550 SF No
166 360 360 Yes Fee Simple 66,912 SF Yes
167 Interest Only Interest Only Yes Fee Simple 140 Units No
168 Interest Only Interest Only Yes Fee Simple 64,574 SF No
169 Interest Only Interest Only Yes Fee Simple 21,011 SF Yes
170 360 360 Yes Fee Simple 74,736 SF Yes
171 Interest Only Interest Only No Fee Simple 14 Units No
172 360 360 Yes Fee Simple 60,748 SF Yes
173 360 360 Yes Fee Simple 29,862 SF No
174 240 239 Yes Fee Simple 72,621 SF Yes
175 360 360 Yes Fee Simple 75 Rooms No
176 300 299 Yes Fee Simple 86 Rooms No
177 360 360 Yes Fee Simple 38,098 SF Yes
178 360 360 Yes Fee Simple 42,046 SF No
179 360 360 Yes (Note 2) Fee Simple 14,153 SF No
180 360 360 Yes Fee Simple 27,555 SF No
181 360 360 Yes Fee Simple 128 Units No
182 360 355 Yes Fee Simple 46,876 SF No
183 360 360 Yes Fee Simple 18,247 SF No
184 360 351 No Fee Simple 235 Units No
185 360 360 Yes Fee Simple 36,367 SF No
186 360 360 No Fee Simple 150 Units No
187 360 360 Yes Fee Simple 87,435 SF No
188 Interest Only Interest Only Yes Fee Simple 177 Units No
189 360 355 Yes Fee Simple 48,327 SF Yes
190 360 360 Yes Fee Simple 49,996 SF Yes
191 360 360 Yes Fee Simple 99 Rooms No
192 360 360 Yes Fee Simple 11,378 SF No
193 300 300 No (Note 10) Fee Simple 136 Rooms No
194 Interest Only Interest Only Yes Fee Simple 42,451 SF No
195 300 299 Yes Fee Simple 126 Rooms Yes
196 360 358 Yes Fee Simple 98,499 SF No
197 360 358 Yes Fee Simple 87 Rooms Yes
198 360 358 No Fee Simple 107,400 SF Yes
199 360 360 Yes Fee Simple 106,327 SF Yes
200 360 360 No Fee Simple 68 Rooms No
201 Interest Only Interest Only No Fee Simple 129,885 SF No
202 Interest Only Interest Only Yes Fee Simple 40,320 SF No
203 Interest Only Interest Only Yes Fee Simple 56,551 SF No
204 360 360 Yes Fee Simple 25,700 SF No
205 360 360 Yes Fee Simple 179,248 SF No
206 360 360 Yes Fee Simple 96 Units No
207 Interest Only Interest Only Yes Fee Simple 8,104 SF No
208 360 360 Yes Fee Simple 53,334 SF No
209 360 360 No Fee Simple 22,241 SF No
210 240 238 Yes Fee Simple 72 Rooms No
211 360 358 No Fee Simple 36,548 SF No
212 360 360 Yes Fee Simple 24,012 SF Yes
213 360 358 No Fee Simple 70 Rooms No
214 360 360 Yes Fee Simple 33,752 SF No
215 300 296 Yes Leasehold 22,069 SF Yes
216 360 359 Yes Fee Simple 74 Rooms No
217 360 360 No Fee Simple 100,100 SF Yes
218 Interest Only Interest Only Yes Fee Simple 145 Rooms No
219 300 298 No Fee Simple 11,082 SF No
220 300 300 Yes Fee Simple 144 Units No
221 360 360 Yes Fee Simple 45,976 SF No
222 360 360 Yes Fee Simple 46,500 SF Yes
223 360 360 Yes Fee Simple 97 Units No
224 300 300 Yes Fee Simple 61 Units No
225 360 360 Yes Leasehold 26,826 SF Yes
226 360 358 Yes Fee Simple 121 Rooms No
227 360 360 No Fee Simple 40 Rooms No
228 360 360 Yes Fee Simple 30,836 SF Yes
230 360 360 Yes Fee Simple 30,686 SF Yes
231 360 360 Yes Fee Simple 20,444 SF No
232 360 360 Yes Fee Simple 110 Rooms No
233 360 359 Yes Fee Simple 109 Units No
------------------------------------------------------------------------------------------------------------------------------
234 360 358 Yes Fee Simple 113 Units No
234.1 Fee Simple 49 Units
234.2 Fee Simple 31 Units
234.3 Fee Simple 33 Units
------------------------------------------------------------------------------------------------------------------------------
235 360 358 Yes Fee Simple 82 Rooms No
236 Interest Only Interest Only No Fee Simple 44,496 SF No
237 360 360 Yes Fee Simple 61,978 SF No
238 360 359 No Fee Simple 13,650 SF No
239 Interest Only Interest Only Yes Fee Simple 16,111 SF No
240 300 298 No Fee Simple 42,415 SF No
241 360 360 Yes Fee Simple 22,524 SF No
242 360 360 Yes Fee Simple 31,100 SF No
243 360 358 Yes Leasehold 19,249 SF No
244 360 350 Yes Fee Simple 21,908 SF No
------------------------------------------------------------------------------------------------------------------------------
245 360 357 Yes Fee Simple 61 Units No
246 360 357 Yes Fee Simple 48 Units No
------------------------------------------------------------------------------------------------------------------------------
247 360 360 Yes Fee Simple 28,244 SF No
248 360 360 Yes Fee Simple 19,239 SF Yes
249 360 360 Yes Fee Simple 18,822 SF No
250 240 238 Yes Leasehold 74 Rooms No
251 360 356 No Fee Simple 16,990 SF No
252 360 360 Yes Fee Simple 147 Units No
253 360 359 Yes Fee Simple 14,490 SF No
254 360 360 Yes Fee Simple 41,400 SF Yes
255 360 358 No Fee Simple 16,130 SF No
256 360 358 Yes Fee Simple 14,820 SF No
257 360 358 Yes Fee Simple 187 Units No
258 360 360 No Fee Simple 13,560 SF Yes
259 360 360 Yes Fee Simple 140 Units No
260 360 359 No Fee Simple 16,800 SF No
261 300 298 Yes Fee Simple 64 Rooms No
262 360 360 Yes Fee Simple 23,252 SF No
263 360 360 Yes Fee Simple 135 Units No
264 360 359 Yes Fee Simple 96 Units No
265 360 358 No Fee Simple 170 Units No
266 360 360 Yes Fee Simple 17,949 SF Yes
267 360 360 Yes Fee Simple 48,965 SF No
268 300 298 Yes Fee Simple 72 Rooms Yes
269 360 360 Yes Fee Simple 36 Units No
270 360 360 Yes Fee Simple 14,863 SF No
271 360 358 Yes Fee Simple 65,630 SF No
272 360 359 Yes Fee Simple 23,003 SF No
273 360 359 Yes Fee Simple 22,000 SF No
274 360 360 Yes Fee Simple 5,547 SF No
275 360 360 Yes Fee Simple 102 Units No
276 Interest Only Interest Only Yes Fee Simple 9,226 SF No
277 360 360 Yes Fee Simple 11,250 SF No
278 360 358 Yes Fee Simple 102 Units No
279 360 360 No Fee Simple 6,070 SF No
280 360 360 Yes Fee Simple 18,532 SF Yes
281 Interest Only Interest Only No Fee Simple 34,044 SF No
282 360 360 Yes Fee Simple 19,526 SF Yes
283 360 360 Yes Fee Simple 12,502 SF No
284 360 360 Yes Fee Simple 15,157 SF No
285 240 240 Yes Fee Simple 32,100 SF No
286 360 360 No Fee Simple 93 Units No
287 360 359 No Fee Simple 22,670 SF No
288 360 358 Yes Fee Simple 114 Units No
289 300 298 Yes Fee Simple 55,000 SF No
290 360 358 Yes Fee Simple 21,000 SF No
291 360 360 Yes Fee in Part, Leasehold in Part 12,951 SF No
292 360 359 Yes Fee Simple 185 Units No
293 360 358 Yes Fee Simple 9,697 SF No
294 360 359 No Fee Simple 7,964 SF Yes
295 180 177 Yes Fee Simple 64 Rooms No
296 360 358 No Fee Simple 20,500 SF No
297 360 359 Yes Fee Simple 100 Units No
298 360 359 Yes Fee Simple 21,351 SF No
299 360 360 Yes Fee Simple 12,965 SF Yes
300 360 360 No Fee Simple 7,000 SF Yes
301 360 358 Yes Fee Simple 94 Units No
302 300 297 Yes Fee Simple 35,190 SF Yes
303 360 359 Yes Fee Simple 41,577 SF No
304 360 359 Yes Fee Simple 83 Units No
305 360 359 Yes Fee Simple 42,400 SF No
306 360 360 Yes Fee Simple 12,200 SF Yes
307 360 359 Yes Fee Simple 37,924 SF No
308 360 358 Yes Fee Simple 3,200 SF No
309 360 360 Yes Fee Simple 7,296 SF No
310 360 358 Yes Fee Simple 119 Units No
311 360 358 Yes Fee Simple 29 Units No
312 360 359 Yes Fee Simple 88 Units No
313 360 358 Yes Fee Simple 37,065 SF No
314 360 360 Yes Fee Simple 26,720 SF No
315 360 360 Yes Fee Simple 35,600 SF No
316 360 358 Yes Fee Simple 9,573 SF No
317 360 360 Yes Fee Simple 14,102 SF No
318 360 358 No Fee Simple 114 Units No
319 360 357 Yes (Note 7) Fee Simple 3,674 SF No
ESCROWED
ANNUAL ESCROWED
REAL ESCROWED REPLACEMENT ESCROWED REPLACEMENT ESCROWED TI/LC
LOAN ESTATE ANNUAL RESERVES RESERVES CURRENT RESERVES INITIAL
NUMBER TAXES INSURANCE INITIAL DEPOSIT ANNUAL DEPOSIT DEPOSIT
-------------------------------------------------------------------------------------------
1 No No 0 0 0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
-------------------------------------------------------------------------------------------
2 No No 0 0 0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
-------------------------------------------------------------------------------------------
3 Yes Yes 0 87,842 1,317,633
-------------------------------------------------------------------------------------------
4 Yes No 26,560,000 237,750 NAP
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
-------------------------------------------------------------------------------------------
5 Yes Yes 0 112,682 2,000,000
-------------------------------------------------------------------------------------------
6 No No 0 0 0
6.1
6.2
6.3
6.4
-------------------------------------------------------------------------------------------
7 No No 0 0 0
8 Yes No 0 87,072 0
9 Yes No 1,000 654,780 NAP
10 Yes No 0 0 0
-------------------------------------------------------------------------------------------
11 Yes No 0 0 0
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
-------------------------------------------------------------------------------------------
12 Yes Yes 0 0 14,000,000
13 Yes Yes 0 32,535 162,676
14 Yes Yes 0 35,867 0
15 Yes No 0 53,375 0
16 Yes Yes 0 0 0
17 Yes Yes 0 0 0
-------------------------------------------------------------------------------------------
18 No No 0 0 0
18.1
18.2
18.3
18.4
-------------------------------------------------------------------------------------------
19 Yes Yes 0 0 0
20 Yes Yes 1,000 376,860 NAP
21 Yes Yes 0 0 NAP
22 Yes Yes 0 77,266 3,000,000
23 Yes No 1,000,000 0 0
24 No No 0 0 0
-------------------------------------------------------------------------------------------
25 No No 0 0 0
25.1
25.2
25.3
-------------------------------------------------------------------------------------------
26 Yes Yes 287,919 258,000 NAP
26.1
26.2
26.3
26.4
26.5
26.6
26.7
-------------------------------------------------------------------------------------------
27 No No 0 0 0
-------------------------------------------------------------------------------------------
28 No No 0 0 0
28.1
28.2
28.3
28.4
-------------------------------------------------------------------------------------------
29 Yes Yes 1,000 472,932 NAP
-------------------------------------------------------------------------------------------
30 No No 0 0 0
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
-------------------------------------------------------------------------------------------
31 Yes Yes 0 11,160 0
32 Yes No 0 0 0
33 Yes Yes 0 20,665 0
34 Yes No 0 0 0
35 Yes Yes 0 12,353 276,959
36 Yes Yes 0 19,595 1,000,000
37 Yes Yes 0 14,997 0
38 Yes Yes 0 148,500 NAP
39 Yes Yes 0 88,000 NAP
40 Yes No 0 18,176 2,150,000
-------------------------------------------------------------------------------------------
41 No No 155,000 0 545,000
41.1
41.2
41.3
-------------------------------------------------------------------------------------------
42 Yes Yes 0 0 2,200,000
43 Yes No 0 32,250 NAP
-------------------------------------------------------------------------------------------
44 Yes Yes 150,000 13,093 0
44.1
44.2
44.3
-------------------------------------------------------------------------------------------
45 No No 0 29,020 0
46 Yes Xx 0 0 0
00 Xx Xx 0 26,400 0
48 Yes Yes 0 18,913 0
49 No No 0 0 0
50 Yes Yes 0 20,446 5,000,000 (LOC)
51 Yes Yes 387,283 269,496 NAP
52 Yes No 0 384,267 NAP
53 Yes Yes 481,250 186,250 NAP
54 Yes Yes 0 9,072 0
-------------------------------------------------------------------------------------------
55 Yes Yes 0 291,336 NAP
55.1
55.2
-------------------------------------------------------------------------------------------
56 Yes Yes 1,000 245,556 NAP
-------------------------------------------------------------------------------------------
57 Yes Yes 0 0 2,500,000
57.1
57.2
-------------------------------------------------------------------------------------------
58 Yes No 0 17,439 0
59 Yes Yes 0 206,018 NAP
60 No No 0 0 0
61 Yes Yes 0 18,800 250,000
62 No No 0 2,534 0
63 Yes Yes 0 25,498 629,240
64 Yes No 0 21,977 0
65 Yes Yes 1,140,518 0 NAP
66 Yes Yes 0 8,673 0
67 Yes Yes 0 29,767 0
68 Yes No 0 17,946 200,000
69 Yes No 0 12,000 0
70 Yes Yes 0 16,632 0
71 No No 0 7,500 0
72 Yes No 0 244,434 NAP
73 No Xx 0 0 0
00 Xx Xx 0 23,832 0
75 No No 0 0 0
76 Yes Yes 0 18,314 0
77 Yes Yes 100,000 0 700,000
78 No No 0 14,680 NAP
79 Yes Yes 0 342,308 NAP
80 No No 0 0 0
81 Yes Yes 0 5,607 0
82 Yes Yes 0 10,846 0
83 Yes No 0 64,500 NAP
84 Yes Yes 0 57,600 NAP
85 Yes Yes 0 62,344 NAP
86 Yes Yes 0 22,541 0
87 No No 0 0 0
-------------------------------------------------------------------------------------------
88 No No 0 0 0
88.1
88.2
88.3
88.4
88.5
88.6
88.7
-------------------------------------------------------------------------------------------
89 Yes Yes 0 12,301 0
90 Yes No 0 12,903 50,000
91 Yes Yes 0 8,623 0
92 No No 0 0 0
93 Yes Yes 84,375 30,886 0
-------------------------------------------------------------------------------------------
94 No No 0 18,371 350,000
94.1
94.2
-------------------------------------------------------------------------------------------
95 Yes Yes 0 19,728 0
96 Yes Yes 0 0 0
97 Yes Yes 0 8,721 0
98 Yes Yes 0 0 0
99 Yes No 0 12,840 0
100 Yes No 0 5,714 70,000
101 Yes Yes 0 16,149 0
102 Yes Yes 0 19,712 500,000
103 Yes Yes 0 4% of gross revenues NAP
104 No No 0 33,996 NAP
105 Yes Yes 0 15,686 0
106 Yes No 0 9,388 0
107 Yes Yes 0 7,709 0
108 Yes No 0 20,379 0
109 Yes Yes 0 14,726 0
110 Yes Yes 0 59,073 NAP
111 Yes No 0 11,461 0
112 Yes Yes 0 26,649 0
113 No Xx 0 0 0
000 Xx Xx 0 0 0
000 Xx No 0 0 0
116 Yes Yes 0 11,203 0
117 Yes Yes 0 16,250 NAP
118 Yes No 0 19,880 150,000
119 Yes Yes 0 4,833 NAP
-------------------------------------------------------------------------------------------
120 Yes Yes 1,160,000 0 NAP
120.1
120.2
-------------------------------------------------------------------------------------------
121 Yes No 0 10,813 0
122 Yes Yes 0 118,872 NAP
123 Yes Yes 125,000 20,381 420,000
124 Yes Yes 0 17,630 0
125 No No 0 0 0
126 Yes Yes 31,885 10,628 193,437
127 Yes Yes 0 9,942 0
128 No No 0 17,550 0
129 No Yes 0 0 0
130 Yes No 0 3,488 0
131 Yes No 0 4,842 0
132 No No 0 0 0
133 Yes Yes 0 6,891 0
134 Yes Yes 0 5,325 NAP
135 Yes No 0 0 0
136 Yes Yes 0 0 0
137 Yes No 0 0 NAP
138 Yes Yes 0 10,921 150,000
139 Yes Yes 0 0 0
140 Yes Yes 0 0 0
141 No Xx 0 0 0
000 Xx No 0 0 0
143 Yes No 0 118,566 NAP
-------------------------------------------------------------------------------------------
144 Yes No 0 0 0
144.1
144.2
-------------------------------------------------------------------------------------------
145 Yes No 0 0 0
146 Yes Yes 0 14,208 NAP
-------------------------------------------------------------------------------------------
147 No No 0 0 0
147.1
147.2
147.3
147.4
147.5
-------------------------------------------------------------------------------------------
148 No No 0 115,194 NAP
149 Yes Yes 0 6,916 0
150 Yes Yes 740,792 0 NAP
151 Yes No 0 109,703 NAP
152 Yes Yes 0 46,500 NAP
153 Yes Yes 0 9,731 1,360,000
154 Yes Yes 0 94,140 NAP
155 Yes Xx 0 0 0
000 Xx No 0 29,697 445,500 (LOC)
157 Yes Yes 0 2,991 0
158 Yes Yes 0 0 NAP
159 Yes Yes 367,029 91,648 NAP
160 Yes Yes 0 15,600 NAP
161 No No 0 0 0
162 Yes Yes 0 6,300 0
163 Yes Yes 0 6,750 0
164 No No 0 0 0
165 Yes Yes 0 19,452 0
166 Yes Yes 0 13,383 0
167 Yes Yes 0 0 NAP
168 No Xx 0 0 0
000 Xx No 0 0 0
170 Yes Yes 0 7,474 0
171 Yes No 0 3,500 NAP
172 Yes Yes 0 9,112 0
173 Yes Yes 0 5,972 0
174 No No 0 10,893 0
175 Yes No 0 86,527 NAP
176 Yes Yes 1,000 151,296 NAP
177 Yes No 0 7,620 0
178 Yes Yes 0 0 0
179 Yes Yes 0 2,130 0
180 Yes Yes 0 0 0
181 No No 0 32,000 NAP
182 Yes Yes 0 4,688 0
183 Yes Yes 0 2,737 189,454
184 Yes Yes 0 58,750 NAP
185 Yes Yes 0 5,449 0
186 Yes Yes 0 45,000 NAP
187 Yes Yes 0 13,462 NAP
188 Yes Yes 0 8,850 NAP
189 Yes No 0 9,665 0
190 Yes Yes 0 7,499 0
191 Yes Yes 0 44,106 NAP
192 No No 0 0 0
193 No No 0 0 NAP
194 Yes No 0 8,652 0
195 Yes Yes 0 69,042 NAP
196 Yes Yes 0 0 0
197 Yes Yes 0 75,517 NAP
198 No No 0 0 0
199 Yes Yes 0 25,306 0
200 No No 21,250 35,769 NAP
201 No No 0 0 0
202 No No 0 0 0
203 Yes Yes 0 0 0
204 Yes Yes 0 5,140 0
205 Yes Yes 0 17,883 0
206 Yes Yes 0 24,000 NAP
207 Yes No 0 3,626 0
208 Yes Yes 0 10,667 0
209 Yes Yes 0 3,378 300,000
210 Yes Yes 0 64,908 NAP
211 Yes Yes 0 5,482 0
212 Yes No 0 2,400 0
213 Yes Yes 0 72,343 NAP
214 Yes Yes 0 6,750 0
215 Yes Yes 0 3,310 0
216 No No 0 36,475 NAP
217 Yes No 0 16,447 0
218 Yes Yes 0 170,474 NAP
219 No No 0 0 0
220 Yes Yes 0 36,000 NAP
221 No No 0 9,195 0
222 Yes Yes 0 6,975 200,000
223 Yes Yes 0 24,250 NAP
224 Yes Yes 60,000 15,240 NAP
225 Yes Yes 0 7,008 0
226 Yes Yes 0 76,459 NAP
227 Yes No 0 53,954 NAP
228 Yes Yes 0 3,965 0
230 Yes Yes 0 4,603 100,000
231 No No 0 4,089 56,250
232 Yes Yes 0 76,292 NAP
233 Yes Yes 0 27,250 NAP
-------------------------------------------------------------------------------------------
234 Yes Yes 0 28,250 NAP
234.1
234.2
234.3
-------------------------------------------------------------------------------------------
235 Yes No 0 65,756 NAP
236 No No 0 0 0
237 Yes Yes 0 9,300 0
238 No No 0 0 0
239 Yes Yes 0 0 0
240 Yes Yes 0 0 0
241 Yes Yes 0 3,589 0
242 Yes Yes 0 4,665 112,000
243 Yes Yes 0 0 0
244 Yes Yes 0 4,382 0
-------------------------------------------------------------------------------------------
245 Yes Yes 0 15,250 NAP
246 Yes Yes 0 12,000 NAP
-------------------------------------------------------------------------------------------
247 Yes Yes 0 4,237 0
248 Yes Yes 0 3,848 223,146
249 Yes Yes 6,850 0 20,000
250 Yes Yes 0 76,201 NAP
251 No No 0 3,185 0
252 Yes Yes 0 7,350 NAP
253 No No 0 2,174 0
254 Yes Yes 0 6,210 0
255 Yes Yes 0 2,425 0
256 No No 0 0 0
257 Yes Yes 0 56,100 NAP
258 Yes Yes 0 0 0
259 Yes Yes 0 0 NAP
260 Yes Yes 0 2,520 25,945
261 Yes Yes 0 56,924 NAP
262 No No 0 0 0
263 Yes Yes 0 35,910 NAP
264 Yes Yes 0 24,000 NAP
265 No No 0 8,500 NAP
266 Yes No 0 1,795 0
267 Yes Yes 0 8,324 NAP
268 Yes Yes 0 46,807 NAP
269 Yes No 0 9,000 NAP
270 No No 0 0 0
271 Yes Yes 0 7,163 NAP
272 Yes Yes 0 3,450 100,000
273 Yes Yes 0 2,206 0
274 Yes Yes 0 827 0
275 Yes Yes 0 5,150 NAP
276 No No 0 0 0
277 Yes Yes 0 2,250 0
278 Yes Yes 0 5,150 NAP
279 Yes Yes 0 911 0
280 Yes Yes 0 2,780 0
281 Yes No 0 5,107 25,000
282 No No 0 0 0
283 Yes Yes 0 2,500 47,000
284 Yes Yes 0 3,031 0
285 No No 0 0 0
286 Yes Yes 0 27,900 NAP
287 No No 0 0 0
288 Yes Yes 0 0 NAP
289 Yes Yes 0 8,250 0
290 No No 0 0 0
291 Yes Yes 0 0 0
292 Yes Yes 0 9,600 NAP
293 Yes Yes 0 1,569 134,798
294 No Yes 0 0 0
295 No No 0 0 NAP
296 Yes Yes 0 2,050 0
297 Yes Yes 0 25,000 NAP
298 Yes Yes 0 4,270 100,000
299 Yes Yes 0 2,593 0
300 No Yes 0 1,050 0
301 Yes Yes 0 4,700 NAP
302 Yes (LOC) Yes (LOC) 26,395 (LOC) 0 71,135 (LOC)
303 Yes Yes 0 6,518 NAP
304 Yes Yes 0 4,150 NAP
305 Yes Yes 0 6,360 NAP
306 No No 0 0 0
307 No No 0 0 0
308 Yes Yes 0 0 0
309 Yes Yes 0 1,094 0
310 Yes Yes 0 5,950 NAP
311 Yes Yes 0 0 NAP
312 Yes Yes 0 0 NAP
313 Yes Yes 0 5,458 NAP
314 No No 0 0 0
315 No No 0 0 0
316 Yes Yes 0 1,436 0
317 Yes Yes 0 4,408 0
318 No No 0 5,700 NAP
319 No No 0 0 0
INITIAL
ESCROWED TI/LC DEFERRED INITIAL
LOAN RESERVES CURRENT MAINTENANCE ENVIRONMENTAL HOLDBACK ENVIRONMENTAL
NUMBER ANNUAL DEPOSIT DEPOSIT DEPOSIT AMOUNT LOC INSURANCE POLICY
--------------------------------------------------------------------------------------------
1 0 0 0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
--------------------------------------------------------------------------------------------
2 0 985,033 0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
--------------------------------------------------------------------------------------------
3 285,487 0 0
--------------------------------------------------------------------------------------------
4 NAP 0 0
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
--------------------------------------------------------------------------------------------
5 563,412 0 0
--------------------------------------------------------------------------------------------
6 0 0 0
6.1
6.2
6.3
6.4
--------------------------------------------------------------------------------------------
7 0 0 0
8 435,358 58,750 0
9 NAP 0 0
10 164,916 0 0
--------------------------------------------------------------------------------------------
11 0 263,237 0
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
--------------------------------------------------------------------------------------------
12 1,173,444 0 0
13 0 20,000 5,500
14 119,956 0 0
15 219,223 82,354 0
16 0 23,829 0
17 0 218,609 0 268,800
--------------------------------------------------------------------------------------------
18 0 0 0
18.1
18.2
18.3
18.4
--------------------------------------------------------------------------------------------
19 0 784,235 0 228,000
20 NAP 0 0
21 NAP 0 0
22 301,337 0 0
23 0 0 0
24 0 19,375 0
--------------------------------------------------------------------------------------------
25 0 19,425 0
25.1
25.2
25.3
--------------------------------------------------------------------------------------------
26 NAP 212,081 0
26.1
26.2
26.3
26.4
26.5
26.6
26.7
--------------------------------------------------------------------------------------------
27 0 0 0 4,000,000
--------------------------------------------------------------------------------------------
28 0 0
28.1
28.2
28.3
28.4
--------------------------------------------------------------------------------------------
29 NAP 0 0
--------------------------------------------------------------------------------------------
30 0 0 0
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
--------------------------------------------------------------------------------------------
31 0 0 0
32 0 0 0 1,623,000
33 103,327 0 0
34 0 0 12,500 2,418,000
35 61,767 0 0 3,500,000
36 0 0 0
37 0 0 0
38 NAP 16,250 0
39 NAP 400,000 0
40 70,000 0 0
--------------------------------------------------------------------------------------------
41 0 0 0
41.1
41.2
41.3
--------------------------------------------------------------------------------------------
42 0 0
43 NAP 0 0 3,432,000
--------------------------------------------------------------------------------------------
44 65,465 57,184 0 136,488
44.1
44.2
44.3
--------------------------------------------------------------------------------------------
45 0 250,320 0
46 0 0 0
47 0 83,325 0
48 33,312 0 0
49 0 0 0
50 0 0 0
51 NAP 0 0
52 NAP 0 0
53 NAP 18,750 0
54 0 0 0
--------------------------------------------------------------------------------------------
55 NAP 0 0
55.1
55.2
--------------------------------------------------------------------------------------------
56 NAP 0 0
--------------------------------------------------------------------------------------------
57 0 0 0
57.1
57.2
--------------------------------------------------------------------------------------------
58 60,830 291,025 0
59 NAP 0 0
60 0 0 0
61 50,000 0 0 300,000
62 0 0 0
63 0 29,240 0
64 87,910 0 0
65 NAP 0 0
66 40,000 59,898 0 400,000
67 148,305 0 0
68 0 10,450 0
69 9,704 0 0
70 0 0 0
71 0 0 0
72 NAP 0 0
73 0 0 0
74 0 0 0
75 0 0 0
76 48,836 0 0
77 0 0 0
78 NAP 78,125 0
79 NAP 181,250 0
80 0 0 0
81 0 0 0 2,460,000
82 55,780 0 0
83 NAP 0 0
84 NAP 0 0
85 NAP 0 0
86 80,050 0 0
87 0 0 0
--------------------------------------------------------------------------------------------
88 125,000 0 15,000
88.1
88.2
88.3
88.4
88.5
88.6
88.7
--------------------------------------------------------------------------------------------
89 61,505 0 0 700,000
90 50,000 0 0
91 85,902 0 0
92 0 0 0
93 65,123 3,750 0
--------------------------------------------------------------------------------------------
94 0 0 0
94.1
94.2
--------------------------------------------------------------------------------------------
95 0 0 0
96 0 16,875 11,000
97 46,514 0 0
98 0 0 37,938
99 64,200 0 0
100 139,599 0 0
101 33,914 0 0
102 0 0 0
103 NAP 29,025 0
104 NAP 0 0
105 39,846 6,250 0
106 0 0 0
107 25,670 0 0
108 0 0 0
109 0 133,294 0 845,000
110 NAP 0 0
111 45,843 0 0
112 137,808 20,343 0
113 0 0 0
114 0 0 0
115 0 0 0
116 0 0 0 115,365
117 NAP 0 14,375
118 0 0 0
119 NAP 11,250 0
--------------------------------------------------------------------------------------------
120 NAP 0 0
120.1
120.2
--------------------------------------------------------------------------------------------
121 40,550 0 0
122 NAP 0 0
123 0 0 0
124 0 0 0
125 0 0 0
126 43,932 0 0
127 26,163 0 0
128 16,296 0 0
129 0 0 0
130 0 0 0
131 33,067 0 0
132 0 0 0
133 21,743 0 0
134 NAP 0 0
135 0 0 0
136 0 0 0
137 NAP 0 0
138 0 0 0
139 0 22,500 0
140 0 0 0 200,000
141 0 0 0
142 0 0 0
143 NAP 0 0
--------------------------------------------------------------------------------------------
144 0 355,577 0
144.1
144.2
--------------------------------------------------------------------------------------------
145 0 0 0
146 NAP 0 0
--------------------------------------------------------------------------------------------
147 0 0 0
147.1
147.2
147.3
147.4
147.5
--------------------------------------------------------------------------------------------
148 NAP 0 0
149 17,856 0 0
150 NAP 295,844 0
151 NAP 582,407 0
152 NAP 65,220 125,000
153 25,000 0 0
154 NAP 0 0
155 0 0 0
156 0
157 39,474 0 0
158 NAP 0 0
159 NAP 0 0
160 NAP 0 0
161 0 0 0
162 0 0 0
163 48,420 0 0
164 0 0 0
165 30,000 68,000 100,000
166 20,000 177,500 0
167 NAP 0 0
168 0 0 0
169 0 0 0
170 0 0 0
171 NAP 0 0 600,000
172 30,459 0 0
173 0 0 0
174 0 0 0
175 NAP 0 0
176 NAP 750,000 0
177 38,098 3,750 0
178 6,307 0 0
179 16,875 0 0
180 0 0 0
181 NAP 24,800 0
182 16,949 110,563 0
183 0 0 0
184 NAP 26,188 0
185 27,275 2,812 0 330,000
186 NAP 61,750 0
187 NAP 0 0
188 NAP 0 0
189 28,844 31,250 280,000
190 24,998 0 0
191 NAP 0 0
192 0 0 0
193 NAP 0 0
194 36,000 0 0
195 NAP 0 0
196 0 0 0
197 NAP 1,875 0
198 0 0 0
199 10,000 0 750
200 NAP 0 0
201 0 0
202 0 0 0
203 0 12,545 0 106,667
204 0 0 0
205 20,569 111,063 0
206 NAP 35,345 0
207 10,000 0 0
208 20,000 59,360 0
209 15,000 0 0
210 NAP 0 0
211 29,250 0 0
212 20,760 0 0 125,000
213 NAP 0 0
214 33,645 0 0
215 12,000 0 0
216 NAP 0 0
217 27,419 4,375 0 1,047,754
218 NAP 287,500 0
219 0 0 0
220 NAP 77,150 0
221 34,948 0 0
222 5,000 6,188 0
223 NAP 2,145 1,000
224 NAP 33,000 0
225 0 14,000 0
226 NAP 0 0
227 NAP 0 0
228 0 10,625 0
230 0 0 0
231 0 0 0
232 NAP 0 0
233 NAP 0 0
--------------------------------------------------------------------------------------------
234 NAP 0 0
234.1
234.2
234.3
--------------------------------------------------------------------------------------------
235 NAP 0 0
236 0 0 0
237 27,900 0 0
238 0 0 0
239 29,545 0 0
240 0 0 0
241 0 0 0
242 0 0 0 112,000
243 16,047 0 0
244 15,117 0 0
--------------------------------------------------------------------------------------------
245 NAP 0 0
246 NAP 0 0
--------------------------------------------------------------------------------------------
247 19,808 0 4,375
248 15,000 0 0
249 0 51,250 0
250 NAP 0 0
251 8,600 0 0
252 NAP 0 0
253 0 0 0
254 18,446 0 0
255 11,766 0 0
256 0 0 0
257 NAP 0 0
258 0 0 0
259 NAP 0 0
260 0 0 0
261 NAP 0
262 0 0 0
263 NAP 7,875 0
264 NAP 0 0
265 NAP 0 0
266 8,975 0 0
267 NAP 0 0
268 NAP 34,375 0
269 NAP 0 0
270 0 0 0
271 NAP 0 0
272 11,502 0 0
273 10,890 0 0
274 0 0 0
275 NAP 0 0
276 0 0 0
277 0 0 0
278 NAP 0 0
279 6,070 0 0
280 19,557 0 0 330,000
281 0 0 0
282 0 0 0
283 0 0 0
284 0 0 0
285 0 0 0
286 NAP 25,281 0
287 0 0 0
288 NAP 0 0
289 0 0 0
290 0 0 0
291 0 5,000 0
292 NAP 0 0
293 0 0 0
294 21,000 0 0
295 NAP 0 0
296 10,102 0 0
297 NAP 0 0
298 0 3,750 0
299 0 0 0
300 0 0 0
301 NAP 0 0
302 0 0
303 NAP 34,813 0
304 NAP 0 0
305 NAP 0 0
306 0 0 0
307 0 24,500 0
308 0 0 0
309 10,000 0 0
310 NAP 0 0
311 NAP 0 0
312 NAP 0 0
313 NAP 0 0
314 0 0 0
315 0 0 0
316 7,306 0 0
317 12,000 7,200 1,000
318 NAP 3,125 0
319 1,837 0 0
FOOTNOTES TO SCHEDULE 1
(1) With respect to the Ala Moana Portfolio Mortgage Loan (loan number 6), a 3
day grace period will apply only once during any 12-month period for a
payment made after the due date.
(2) With respect to loan numbers 38, 42, 80, and 179, borrower has the option
of defeasance or prepayment at yield maintenance premium after the initial
lockout period.
(3) With respect to loan number 280, the mortgage loan seller will deposit an
amount for the benefit of the trust equal to the August 2007 interest
payment on that mortgage loan.
(4) With respect to loan number 1, the loan may be prepaid from time to time
up to an amount equal to 10% of the original principal balance of the
mortgage loan without prepayment premium or yield maintenance charge.
(5) With respect to loan number 4, the loan permits the mortgage loan borrower
to prepay up to $11.5 million of the principal balance at any time before
the maturity of the loan in connection with partial release of the
individual mortgage properties.
(6) With respect to loan number 5, the loan may be prepaid beginning on March
1, 2012, and during each subsequent calendar year, in an amount up to 1%
of the original principal balance of the mortgage loan without prepayment
premium or yield maintenance charge.
(7) With respect to loan number 319, if the sole tenant does not receive the
regulatory approval from the Federal Depository Insurance Corporation to
commence occupancy of the related mortgaged property and does not provide
a tenant estoppel to lender evidencing such regulatory approval by October
31, 2007, then the entire unpaid principal amount of the mortgage loan
will be due and payable no later than November 30, 2007, and in connection
with such prepayment, no prepayment premium, yield maintenance charge or
defeasance payment is required.
(8) With respect to loan number 92, the original balance was $10,680,000. An
additional funding of $1,520,000 occurred in March 2007 at a rate of
5.8320%. The Cut-off Date Principal Balance, Mortgage Rate and Periodic
Payment on First Due Date after Closing shown are subsequent to the
additional funding.
(9) With respect to loan number 244, original balance was $3,400,000. An
additional funding of $500,000 occurred in January 2007 at a rate of
5.7600%. The Cut-off Date Principal Balance, Mortgage Rate and Periodic
Payment on First Due Date after Closing shown are subsequent to the
additional funding.
(10) With respect to loan number 193, the prepayment premium will be equal to
the greater of 1% of the unpaid principal balance or (i) the sum of (a)
the aggregate respective present values of all scheduled interest payments
payable on each monthly payment date for the period from the date of such
prepayment upon acceleration to the monthly payment date which is three
(3) months immediately preceding the maturity date, discounted monthly at
a rate equal to the treasury constant maturity yield index and based on
360-day year of 12 30-day months and (b) the aggregate respective present
values of all scheduled principal payments payable on each monthly payment
date assuming the then outstanding principal balance is paid in full on
the monthly payment date which is three (3) months immediately preceding
the maturity date, discounted monthly at rate equal to the treasury
constant maturity yield index and based on 360-day year of 12 30-day
months minus (ii) the then current outstanding principal amount of this
(11) With respect to loan number 7, the the related payment due date has been
changed to the 6th of each month.
LOAN
LOAN MORTGAGE LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME
--------------------------------------------------------------------------------
2 CGM 1 CGM AmeriCold Portfolio
2.1 1 Plover
2.2 1 Salem
2.3 1 Moses Lake
2.4 1 Hermiston
2.5 1 Tarboro
2.6 1 Leesport
2.7 1 Atlanta Gateway
2.8 1 Tomah
2.9 1 Texarkana
2.10 1 Fremont
2.11 1 Burlington
2.12 1 Springdale Freezer
2.13 1 Xxxxxxxx
2.14 1 Charlotte North
2.15 1 Birmingham
--------------------------------------------------------------------------------
3 CGM 1 Greensboro Corporate Center
7 CGM 1 Xxxxxx Valley Mall
8 CGM 1 0000 Xxxxxx Xxxxxx
13 CGM 1 Xxxxxx Center
14 CGM 0 Xxxxxxxxxx Xxxxxxxxxxx
16 CGM 1 City Crescent
24 CGM 1 Plaza at Xxxxxx Xxxxx
00 XXX 0 Xxxxxxxxxx Xxxxxxxx
31 CGM 1 Gateway at Burbank
32 CGM 0 Xxxxxxxxx Xxxxx
34 CGM 1 Plaza on the Boulevard
35 CGM 1 Blue Oaks Marketplace
37 CGM 1 The Tower at Northside
38 CGM 2 Forest Ridge Apartments
40 CGM 1 Xxxxxx Village
--------------------------------------------------------------------------------
41 CGM 1 2, 4 & 0 Xxxx Xxx
41.1 1 2 Xxxx Xxx
00.0 0 0 Xxxx Xxx
41.3 1 6 Omni Way
--------------------------------------------------------------------------------
43 CGM 2 Villa D'Este
45 CGM 1 InfoUSA - Ralston, NE
46 CGM 0 Xxxxxxx Xxxxx
00 XXX 0 XxxxXXX - Xxxxxxxxx, XX
49 CGM 1 000-000 Xxxxxxx Xxxxxx
52 CGM 1 Salishan Spa & Golf Resort
54 CGM 0 Xxxxxxxxx Xxxxx
--------------------------------------------------------------------------------
55 CGM 1 TownePlace Suites - Miami
55.1 1 TownePlace Suites - Miami Lakes
55.2 0 XxxxxXxxxx Xxxxxx - Xxxxx Xxxxxxx Xxxx
--------------------------------------------------------------------------------
58 CGM 1 Xxxx'x Plaza
59 CGM 1 Hotel Indigo - Atlanta, GA
60 CGM 0 Xxxxxx Xxxxxxxx Xxxx
61 CGM 1 Newport Marketplace
62 CGM 1 The Tides
64 CGM 1 Medstar Building
65 CGM 2 Cottonwood Apartments
69 CGM 1 Ventu Park
72 CGM 1 Doubletree Hotel - Miami, FL
73 CGM 1 Top Foods - Puyallup, WA
74 CGM 1 The Generations Network, Inc.
81 CGM 1 Perryville Station
83 CGM 2 Hidden Lake Apartments
85 CGM 1 Hampton Inn - West Covina, CA
87 CGM 1 0000 00xx Xxxxxx
92 CGM 1 Xxxxxxxxx Xxxxxxx Xxxxxx
00 XXX 0 Xxxxx 00 Retail Annex
99 CGM 0 Xxxxxxxxxx Xxxx Professional Center
100 CGM 1 Bald Mountain
102 CGM 1 City National Bank Data Center
103 CGM 1 Quality Inn & Suites - Dulles, VA
104 CGM 2 Xxxxx Xxxx III Apartments
106 CGM 1 0000 Xxxxxx Xxxxxx
107 CGM 1 Clocktower Shopping Center
108 CGM 1 Dogwood Station Shopping Center
109 CGM 1 Crossroads Shopping Xxxxxx
000 XXX 0 Xxxxxxxx Xxxxxxxx X
112 CGM 1 00 Xxxxxxxxxx Xxxxx
000 XXX 0 Xxxxxx Xxxx and Back Bay Properties
121 CGM 1 Cherokee Building II
123 CGM 1 Xxxxx'x Xxxx Corporate Center
125 CGM 1 Xxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx Law Xxxxxx
000 XXX 0 Xxxxxx Xxxx Xxxxxxx Xxxxx
127 CGM 1 Northpoint Center
128 CGM 1 Xxxx'x Home Improvement
129 CGM 0 Xxxx Xxx Xxxxx Xxxx Xxxxx Medical Center
130 CGM 0 Xxxxxxx Xxxxxx
131 CGM 1 LA Fitness
132 CGM 1 Kohls - Florence, SC
137 CGM 0 Xxxxx Xxxxx Xxxxxxxxxx
000 XXX 0 Xxxxx Xxxxx Office
142 CGM 1 000 Xxxx Xxxx Xxxx
000 CGM 0 Xxxxxxx Xxx Xxxxxxx - Xxxxx, XX
145 CGM 0 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx
--------------------------------------------------------------------------------
147 CGM 1 Xxxxxxx'x Portfolio
147.1 1 Xxxxxxx'x Portfolio - Applebees
147.2 1 Xxxxxxx'x Portfolio - Xxxxxxx Drugs
147.3 1 Xxxxxxx'x Portfolio - Sterlings Bank
147.4 1 Xxxxxxx'x Portfolio - Jiffy Lube
147.5 1 Xxxxxxx'x Portfolio - Auto Zone
--------------------------------------------------------------------------------
148 CGM 0 Xxxxxxxxx Xxx - Xxxxxxxxxx, XX
149 CGM 1 Metro Plaza
150 CGM 2 Water Song Apartments
151 CGM 1 Quality Inn - Norfolk Naval Station
152 CGM 2 The Oaks of XxXxxxxxxx
153 CGM 1 Portsmouth Medical
154 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxxxx, XX
158 CGM 0 XxxxxXxxxx Xxxxxx - Xxxxx Xxxxxx, XX
000 CGM 1 Southwest Medical Associates, Inc.
162 CGM 1 Cambridge Commons
164 CGM 1 Mervyns at Xxxxxxxxxx Xxxxx Xxxxxx
000 XXX 0 Xxxxxxxx Xxxxxx
167 CGM 2 The Lakes at Gig Harbor
169 CGM 1 0000 Xxxxxxxx
171 CGM 1 000 Xxxxxx Xxxxxx
172 CGM 1 Bandera Trails Retail Center
175 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx, XX
177 CGM 1 Canton Medical
182 CGM 1 CVS Shopping Center
185 CGM 1 Village on the Green
189 CGM 1 Morristown Plaza
190 CGM 1 Cannery Mall
191 CGM 0 Xxxxxxx Xxx - Xxxxx Xxxx, XX
195 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxx, XX
197 CGM 1 La Quinta - Waldorf, MD
198 CGM 1 Gander Mountain
212 CGM 1 Tyler Plaza
215 CGM 1 000 Xxxxxxxxxxx Xxxxxx
217 CGM 1 Midtown Business Center
222 CGM 1 Home Design Center
225 CGM 1 American Association of Blood Banks
227 CGM 1 Inn at Xxxxxx Beach
228 CGM 1 Centennial Area Learning Center
230 CGM 1 Harbour View Commons
231 CGM 1 Northwoods Urology Medical Xxxxxx
000 XXX 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx Xxxx, XX
244 CGM 1 DeZavala Oaks Shopping Center
251 CGM 1 000-000 Xxxx Xxxxxxxxxx Xxxxxx
253 CGM 1 Walgreens - Pearland, TX
258 CGM 1 Main & XxXxxxxx Shopping Center
262 CGM 1 Walgreens - Portland, OR
266 CGM 1 Golfsmith Golf Center
268 CGM 1 Quality Inn - Annapolis, MD
272 CGM 0 Xxxxxxxxx Xxxxx Xxxx 1
273 CGM 1 Xxxxxx'x Italian Foods
282 CGM 1 Allstate Insurance Company - Pittsburgh, PA
291 CGM 1 Acme Plaza Shopping Center II (Magnolia)
298 CGM 0 Xxxxxxxxx Xxxxx Xxxx 2
306 CGM 1 Rite Aid - Lancaster, NH
LOAN
NUMBER PROPERTY ADDRESS
----------------------------------------------------------------------------------------------------------------------------
2 Various
2.1 0000 Xxxxxxx 00
2.2 0000 Xxxxxxxx Xxxx Xxxxxxxxx
2.3 0000 Xxxx X Xxxxxxxxx
2.4 00000 Xxxxxxxx Xxxx
2.5 000 Xxxx Xxx Xxxx
2.6 00 Xxxxxxx Xxxx
2.7 0000 Xxxxxx Xxxxx Xxxxxxxxx
2.8 00000 Xxxxx Xxxxxx
2.9 0000 Xxxxx Xxxx
2.10 000 Xxxxx Xxxxxxxxx Xxxxxx
2.11 000 Xxxxx Xxxxxx Xxxxxx
2.12 0000 Xxxxx Xxxxxxxx Xxxx
2.13 0000 Xxxx Xxxxx Xxxxxx
2.14 0000 Xxxxxxxx Xxxxxx
2.15 000 Xxxx 00xx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
3 8401 & 0000 Xxxxxxxxxx Xxxxx
7 00000 Xxxx Xxxxxx
8 0000 Xxxxxx Xxxxxx
00 Xxxxxxxxx corner of Xxxxxxxx Xxxxxx & Xxxxxx Xxxxxxxxx
00 12945-13225 Peyton Drive
16 00 Xxxxx Xxxxxx Xxxxxx
24 17877-18271 Xxxx Avenue
27 000 Xxxxxxxx Xxxxxxxxx
31 00-000 Xxxx Xxxxxxx Xxxxxx
32 18400 00xx Xxxxxx Xxxx
00 0000-0000 Xxxx Xxxxxxxxxx Road
35 6815-6843 Xxxxxxxx Xxxxxxxxx
00 0000 Xxxxxxxxx Xxxxxxxx Xxxx
38 0000 Xxxxxx Xxxxx Xxxxx
40 0000 Xxxx Xxxxxx Xxx
----------------------------------------------------------------------------------------------------------------------------
41 Various
41.1 0 Xxxx Xxx
41.2 0 Xxxx Xxx
00.0 0 Xxxx Xxx
----------------------------------------------------------------------------------------------------------------------------
43 0000 Xxxxxxx Xxxxxx
45 0000 Xxxxx 00xx Xxxxxx
46 13201-13297 Xxxxxxx Xxxxxx Xxxxx
00 0000 Xxxx 0xx Xxxxxx
49 000-000 Xxxxxxx Xxxxxx
52 0000 Xxxxxxx 000 Xxxxx
54 23600-23636 Valencia Boulevard
----------------------------------------------------------------------------------------------------------------------------
55 Various
55.1 0000 Xxxxxxxxx 000xx Xxxxxx
55.2 10505-10525 Xxxxxxxxx 00xx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------
58 00 Xxxxxxxxxx Xxxxxx, 50 Xxx Xxxx Street, 00 Xxxxxx Xxxxxx, and 000 Xxxxxxx Xxxxxx
59 000 Xxxxxxxxx Xxxxxx
60 000-000 Xxxxxx Xxxxx
61 000 Xxxxxxx Xxxxx
62 000 Xxxxx Xxxxxx Xxxxxxxxx
64 0000 Xxxxxxx Xxxxx
65 0000 Xxxxx 000 Xxxx
69 000 Xxxxx Xxxxx-Xxxx Xxxx
72 0000 Xxxxx Xxxxxxxx Xxxxx
73 000 00xx Xxxxxx Xxxxxxxxx
74 360 & 466 West 4800 North
81 5301 Pulaski Xxxxxxx
00 0000 Xxxxxx Xxxx Xxxxx
85 0000 Xxxx Xxxxxx Xxxxxx North
87 0000 00xx Xxxxxx
92 0000 Xxxxxxxx Xxxxxx
00 000-000 XxXxxx Boulevard
99 0000 Xxxxxxxxxx Xxxx
100 1375 South Xxxxxx Xxxx
000 0000 Xxxx Xxxxxxx Xxxxxxxxx
103 45515 Xxxxxx Xxxxx
000 0000 Xxxxx Xxxx Xxxx
000 0000 Alaska Avenue
000 000-000 Xxxx Xxxx Xxxx
108 2301-3275 North Xxxxxxx Xxxx
000 0000 Xxxxx Xxxx
111 0000 Xxxxxxxx Xxxxxx
112 0000 Xxxxxx Xxxxx Xxxxx
117 0 Xxxxx Xxxxxx, 00 Xxxxxxx Xxxxxx, 00 Xxxxxxxx Xxxxxx, 00 Xxxxx Xxxxxxx Street, 00 Xxxxxxx Xxxxxx, 00 Xxxxx Xxxxxxx
Street, 00 Xxxx Xxxxx Xxxxxx, 77 Philips Street, 000 Xxxxxxxxx Xxxxxx
121 5510 Xxxxxxxx Xxxxxx
000 0 Xxxxxx Xxxx
125 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
126 3524 North Xxxx 00xx Xxxxxx
000 0000-0000 Xxxxxxx Xxxxx Boulevard and 17216-17270 Xxxxxxxxx Xxxxxxxxx
000 0000 Xxxxx Xxxx Xxxxxx
129 150 Xxxxxxx Drive
130 00 Xxxxxxx Xxxxxxxxx
131 0000 Xxxxxxx Xxxxxx
132 0000 Xxxx Xxxxx Xxxxx
137 7440 Xxxxxxxxx Boulevard
138 000 Xxxxx Xxx
142 000 Xxxx Xxxx Xxxx
143 0000 Xxxxxxx Xxxx Xxxx
145 000-000 Xxxxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------
147 Various
147.1 00000 Xxxxx Xxxxx 00
147.2 0000 00xx Xxxxxx Xxxxxxxxx
147.3 00000 Xxxx Xxxxxxx Xxxxx Xxxxx
147.4 000 00xx Xxxxxx Xxxxxxxxx
147.5 000 00xx Xxxxxx Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------
148 3535 Route 46
149 1407 Xxxx Xxxx Xxxxxxx
000 00000 Xxxxxxxxxx Xxxx
151 0000 Xxxxxxx Xxxxxxxxx
152 1050 Nineteen Xxxxx Xxxxx
000 000 Xxxxxxxxx Xxxxxx
154 0000 Xxxxxxxxx Xxxxxx
158 000 Xxxxxxx Xxxx
161 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
162 0000 Xxxxxxxxx Xxxxxxx Xxxxx
164 0000 Xxxxx Xxxxxxx Xxxx
165 000-000 Xxxx Xxxxxxxx Xxxxxxxxx
167 0000 000xx Xxxxxx Xxxxxxxxx
169 2308 Broadway
171 000 Xxxxxx Xxxxxx
172 11830 East Xxxxxxx Xxxx
000 00000 Xxxxxxxxxx Parkway
000 000 Xxxxxxxx Xxxx
182 0000-0000 Xxxxxx Xxxxxx
185 000 Xxxxx Xxxx Xxxx
000 00 Xxxxxxxxx Xxxxxx
190 000 Xxxxxxxxx 0xx Xxxxxx
191 00 Xxxxxxxxxx Xxxxx
195 3491 Xxxxxxx Xxxxx
000 00000 Xxxxxxxx Xxxx Drive
198 0000 Xxxxx Xxxx
212 463646 State Road 200
215 642 Westchester Avenue
217 0000 Xxxxxxxxx Xxxxxxxxx XX and 4320 & 0000 Xxxx Xxxxxxxxx XX
222 101-139 Northeast 91st Street
225 8101 Xxxxxxxxx Xxxx
000 0000 Xxxxx Xxxxxxx Xxxxxx
000 0000 Xxxxxxxx Xxxx
230 0000 Xxxxxxx Xxxx Xxxxxxxxx
231 135 Vision Xxxx Xxxxxxxxx
000 0000 Xxxx 000xx Xxxxxx
244 5860 & 0000 XxXxxxxx Xxxx
251 000-000 Xxxx Xxxxxxxxxx Xxxxxx & 000 Xxxxx Xxxxxx Xxxxxx
253 0000 Xxxxxxxx Xxxxxx
258 1015 South Xxxx Xxxxxx
000 0000 Xxxxx Xxxxxxx Street
266 4141 LBJ Freeway
268 0000 Xxxxxxxxx Xxxx
272 0000 Xxxx Xxxxxxxx Xxxx
273 000 Xxxx Xxxx Xxxxxx
282 1721 Xxxxxxx Xxxx
000 0 Xxxxxx Xxxx
298 0000 Xxxx Xxxxxxxx Xxxx
306 000 Xxxx Xxxxxx
LOAN CUT-OFF DATE
NUMBER CITY STATE ZIP CODE COUNTY PRINCIPAL BALANCE
------------------------------------------------------------------------------------------------------------------------------
2 Various Various Various Various 145,000,000.00
2.1 Xxxxxx XX 00000 Portage
2.2 Xxxxx XX 00000 Xxxxxx
2.3 Xxxxx Xxxx XX 00000 Grant
2.4 Xxxxxxxxx XX 00000 Umatilla
2.5 Xxxxxxx XX 00000 Xxxxxxxx
2.6 Xxxxxxxx XX 00000 Berks
2.7 Xxxxxxx XX 00000 Xxxxxx
2.8 Xxxxx XX 00000 Monroe
2.9 Xxxxxxxxx XX 00000 Xxxxxx
2.10 Xxxxxxx XX 00000 Dodge
2.11 Xxxxxxxxxx XX 00000 Skagit
2.12 Xxxxxxxxxx XX 00000 Washington
2.13 Xxxxxxxx XX 00000 Saline
2.14 Xxxxxxxxx XX 00000 Mecklenburg
2.15 Xxxxxxxxxx XX 00000 Jefferson
------------------------------------------------------------------------------------------------------------------------------
3 XxXxxx XX 00000 Fairfax 130,000,000.00
7 Xxxxxx Xxxxxx XX 00000 Riverside 88,000,000.00
8 Xxxxxxxxxxxx XX 00000 Philadelphia 85,000,000.00
13 Xxxxxx Xxxx XX 00000 Los Angeles 64,000,000.00
00 Xxxxx Xxxxx XX 00000 Xxx Xxxxxxxxxx 63,000,000.00
00 Xxxxxxxxx XX 00000 Xxxxxxxxx Xxxx 57,750,000.00
00 Xxxx xx Xxxxxxxx XX 00000 Los Angeles 37,400,000.00
27 Xxxxxxxx XX 00000 Berks 36,504,000.00
31 Xxxxxxx XX 00000 Los Angeles 31,600,000.00
32 Xxxxxxxx XX 00000 Snohomish 30,350,000.00
34 Xxxxxxxx XX 00000 Saint Louis 28,560,000.00
35 Xxxxxxx XX 00000 Placer 28,500,000.00
37 Xxxxxxx XX 00000 Xxxxxx 26,945,000.00
38 Xxxxxxxxx XX 00000 Tarrant 26,775,000.00
40 Xxxxx XX 00000 Xxxxxxxx 23,334,317.12
------------------------------------------------------------------------------------------------------------------------------
41 Xxxxxxxxxx XX 00000 Middlesex 23,050,000.00
41.1 Xxxxxxxxxx XX 00000 Middlesex
41.2 Xxxxxxxxxx XX 00000 Middlesex
41.3 Xxxxxxxxxx XX 00000 Middlesex
------------------------------------------------------------------------------------------------------------------------------
43 Xxxxxx XX 00000 Los Angeles 22,400,000.00
00 Xxxxx XX 00000 Xxxxxxx 20,794,000.00
46 Xxxxxxxxxx XX 00000 Prince Xxxxxxx 20,720,000.00
00 Xxxxxxxxx XX 00000 Sarpy 20,331,000.00
49 Xxx Xxxx XX 00000 New York 20,000,000.00
52 Xxxxxxxx Xxxxx XX 00000 Lincoln 19,750,000.00
54 Xxxxx Xxxxxxx XX 00000 Los Angeles 18,600,000.00
------------------------------------------------------------------------------------------------------------------------------
55 Various FL Various Miami-Dade 17,635,000.00
55.1 Xxxxx Xxxxx XX 00000 Miami-Dade
55.2 Xxxxx XX 00000 Miami-Dade
------------------------------------------------------------------------------------------------------------------------------
58 Pawtucket and Xxxxxxxxxx XX 00000 Providence 17,265,000.00
59 Xxxxxxx XX 00000 Xxxxxx 17,250,000.00
60 Xxxxxxxxxxx XX 00000 Allegheny 17,000,000.00
61 Xxxxxxx Xxxx XX 00000 Newport News City 17,000,000.00
62 Xxxxx Xxxxxx XX 00000 Los Angeles 16,950,000.00
64 Xxxxxxxx XX 00000 Xxxxxx 16,500,000.00
65 Xxxx Xxxx Xxxx XX 00000 Salt Lake 16,000,000.00
00 Xxxxxxxx Xxxx (Xxxxxxx Xxxx) XX 00000 Ventura 15,400,000.00
72 Xxxxx XX 00000 Miami-Dade 15,045,488.65
73 Xxxxxxxx XX 00000 Xxxxxx 15,000,000.00
74 Xxxxx XX 00000 Utah 14,420,000.00
81 Xxxxxxxxxx XX 00000 Xxxxx 13,500,000.00
83 Xxxx XX 00000 Summit 13,400,000.00
00 Xxxx Xxxxxx XX 00000 Xxx Xxxxxxx 13,210,752.55
00 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 12,700,000.00
92 Xxxxxxx XX 00000 King 12,200,000 (Note 8)
98 Xxxxxxxx XX 00000 Passaic 11,268,496.32
99 Xxxxxxxxx XX 00000 Xxxxxxxx 11,250,000.00
100 Xxxx Xxxxx XX 00000 Oakland 11,000,000.00
102 Xxx Xxxxxxx XX 00000 Los Angeles 10,988,273.58
000 Xxxxxx XX 00000 Loudoun 10,979,387.70
104 Xxxxxxxxxx XX 00000 Allegheny 10,800,000.00
000 Xx Xxxxxxx XX 00000 Xxx Xxxxxxx 10,729,406.04
000 Xxxxx Xxxxx XX 00000 Nassau 10,700,000.00
108 Xxxxxxxxx XX 00000 Baltimore 10,700,000.00
109 Xxxxxxxxxxx XX 00000 Xxxx 10,540,000.00
111 Xxxxxxxxxx XX 00000 Fairfax 10,150,000.00
112 Xxxxxxxxx XX 00000 Cuyahoga 10,000,000.00
000 Xxxxxx XX 00000; 02116 (000 Xxxxxxxxx Xxxxxx) Xxxxxxx 9,969,440.67
121 Xxxxxxxxxx XX 00000 Fairfax 9,625,000.00
123 Xxxxxxxxxx XX 00000 Middlesex 9,500,000.00
125 Xxx Xxxxx XX 00000 Xxxxx 9,390,000.00
126 Xxxxxxxx Xxxx XX 00000 Oklahoma 9,382,177.96
127 Xxxxxxxx XX 00000 Los Angeles 9,200,000.00
000 Xxxx Xxxxx XX 00000 Guilford 9,200,000.00
000 Xxx Xxxxx XX 00000 New Haven 9,000,000.00
000 Xxxxxxxx XX 00000 Dutchess 9,000,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 9,000,000.00
132 Xxxxxxxx XX 00000 Florence 9,000,000.00
000 Xxx Xxxx XX 00000 Xxx Xxxxxxx 8,553,313.08
138 Xxxxx Xxxxx XX 00000 San Xxxx Obispo 8,500,000.00
142 Xxxxxxxx XX 00000 Fairfield 8,370,000.00
143 Xxxxx XX 00000 Watauga 8,291,367.12
000 Xxxxxxx Xxxxx XX 00000 Suffolk 8,200,000.00
------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx XX Various Various 8,100,000.00
147.1 Xxx Xxxxxx XX 00000 Island
147.2 Xxxxxxx XX 00000 King
147.3 Xxxxxxx Xxxx XX 00000 Spokane
147.4 Xxxx Xxxxxxx XX 00000 Snohomish
147.5 Xxxx Xxxxxxx XX 00000 Snohomish
------------------------------------------------------------------------------------------------------------------------------
148 Xxxxxxxxxx XX 00000 Xxxxxx 8,100,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 8,091,000.00
150 Xxxxxxx XX 00000 Xxxxxx 8,070,000.00
151 Xxxxxxx XX 00000 Norfolk City 8,061,735.76
000 Xxxxxxxxxx XX 00000 Allegheny 8,000,000.00
153 Xxxxxxxxxx XX 00000 Rockingham 8,000,000.00
154 Xxxxxxxxx XX 00000 Escambia 7,988,241.12
000 Xxxxx Xxxxxx XX 00000 Burlington 7,835,000.00
161 Xxx Xxxxx XX 00000 Xxxxx 7,784,605.49
162 Xxxxxxxxx XX 00000 Mecklenburg 7,663,000.00
164 Xxxxxxx XX 00000 Maricopa 7,560,000.00
165 Xxxxxxxx XX 00000 Los Angeles 7,500,000.00
000 Xxx Xxxxxx XX 00000 Xxxxxx 7,400,000.00
000 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 7,350,000.00
000 Xxx Xxxxxxxxx XX 00000 Xxx Xxxxxxxxx 7,200,000.00
000 Xxx Xxxxxxx XX 00000 Bexar 7,200,000.00
175 Xxxxxxxx XX 00000 Prince Xxxxxxx 6,850,000.00
000 Xxxxxx XX 00000 Cherokee 6,695,000.00
000 Xxxxxx XX 00000 Baltimore 6,465,490.39
000 Xxx Xxxxxxx XX 00000 Bexar 6,200,000.00
189 Xxxxxxxxxx XX 00000 Xxxxxx 6,088,972.34
190 Xxxxxxxxx XX 00000 Xxxxxx 6,000,000.00
000 Xxxxx Xxxx XX 00000 Hartford 6,000,000.00
195 Xxxxxxx XX 00000 Xxxxxxx 5,991,167.31
197 Xxxxxxx XX 00000 Xxxxxxx 5,988,781.85
198 Xxxx Xxxx XX 00000 Seminole 5,988,199.33
000 Xxxxx XX 00000 Nassau 5,260,000.00
215 Xxxxx XX 00000 Bronx 5,121,080.56
000 Xxxxxxxxxxx XX 00000 Bernalillo 5,000,000.00
222 Xxxxxx Xxxx XX 00000 Clay 4,850,000.00
225 Xxxxxxxx XX 00000 Xxxxxxxxxx 4,600,000.00
227 Xxxxxx Xxxxx XX 00000 Clatsop 4,550,000.00
000 Xxxxxx Xxxxx XX 00000 Anoka 4,500,000.00
230 Xxxxxxx XX 00000 Suffolk City 4,400,000.00
000 Xxxxxxxxxx XX 00000 Xxxxxxxxxx 4,400,000.00
000 Xxxxxxxx Xxxx XX 00000 Xxxxxxx 4,291,753.34
000 Xxx Xxxxxxx XX 00000 Bexar 3,865,713.67 (Note 9)
000 Xxx Xxxxx XX 00000 Washtenaw 3,635,946.48
253 Xxxxxxxx XX 00000 Brazoria 3,596,198.39
258 Xxxxx Xxx XX 00000 Orange 3,400,000.00
262 Xxxxxxxx XX 00000 Multnomah 3,300,000.00
000 Xxxxxxx Xxxxxx XX 00000 Dallas 3,160,000.00
268 Xxxxxxxxx XX 00000 Xxxx Arundel 3,078,474.38
000 Xxxxxxxxx XX 00000 Tarrant 2,697,702.53
000 Xxxx Xxxx XX 00000 Suffolk 2,597,826.40
282 Xxxxxxxxxx XX 00000 Allegheny 2,400,000.00
000 Xxxx Xxx Xxxxx Xxxxx XX 00000 Cape May 2,250,000.00
000 Xxxxxxxxx XX 00000 Tarrant 1,868,377.32
306 Xxxxxxxxx XX 00000 Coos 1,520,000.00
CROSS
COLLATERALIZED MASTER
LOAN (MORTGAGE SERVICING ARD LOAN
NUMBER LOAN GROUP) MORTGAGE RATE FEE RATE (YES/NO)? ARD
----------------------------------------------------------------------------
2 No 5.4640% 0.0200% No
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
----------------------------------------------------------------------------
3 No 6.0000% 0.0200% No
7 No 5.9570% 0.0200% No
8 No 5.4350% 0.0200% No
13 No 5.5800% 0.0200% No
14 No 5.4300% 0.0200% No
16 No 6.1500% 0.0200% No
24 No 5.8200% 0.0200% No
27 No 6.1540% 0.0200% No
31 No 5.5600% 0.0200% Yes 05/06/17
32 No 5.5200% 0.0400% No
34 No 5.9200% 0.0200% No
35 No 5.8150% 0.0200% No
37 No 6.0150% 0.0200% No
38 No 5.8000% 0.0500% No
40 No 5.7000% 0.0200% No
----------------------------------------------------------------------------
41 No 5.7179% 0.0200% No
41.1
41.2
41.3
----------------------------------------------------------------------------
43 No 5.5200% 0.0200% No
45 No 6.0820% 0.0200% Yes 06/06/17
46 No 5.8800% 0.0200% No
47 No 6.0820% 0.0200% Yes 06/06/17
49 No 5.6800% 0.0200% No
52 No 5.7300% 0.0400% No
54 No 5.4600% 0.0200% No
----------------------------------------------------------------------------
55 No 6.1360% 0.0200% No
55.1
55.2
----------------------------------------------------------------------------
58 No 5.6440% 0.0200% No
59 No 5.9800% 0.0200% No
60 No 5.7700% 0.0600% Yes 05/06/17
61 No 5.8200% 0.0200% No
62 No 5.4000% 0.0200% No
64 No 5.5600% 0.0500% No
65 No 5.6525% 0.0200% No
69 No 5.6540% 0.0200% No
72 No 6.1700% 0.0200% No
73 No 5.7500% 0.0500% No
74 No 5.7050% 0.0200% Yes 02/06/17
81 No 5.9800% 0.0200% No
83 No 5.7800% 0.0200% No
85 No 5.7900% 0.0600% No
87 No 5.5550% 0.0700% No
92 No 5.8915% (Note 8) 0.0200% No
98 No 6.0775% 0.0200% No
99 No 5.8100% 0.0200% No
100 No 5.7000% 0.0200% No
102 No 5.6400% 0.0200% No
103 No 5.8900% 0.0400% No
104 No 5.8900% 0.0700% No
106 No 5.7900% 0.0200% No
107 No 5.5400% 0.0300% No
108 No 5.6300% 0.0200% No
109 No 5.8200% 0.0550% No
111 No 5.5600% 0.0500% No
112 No 5.9750% 0.0700% No
117 No 5.6400% 0.0200% No
121 No 5.5600% 0.0500% No
123 No 5.8700% 0.0200% No
125 No 5.7670% 0.0400% No
126 No 5.8370% 0.0200% Yes 05/06/17
127 No 5.7800% 0.0500% No
128 No 5.6400% 0.0500% No
129 No 5.4600% 0.0200% No
130 No 5.4850% 0.0200% No
131 No 5.8050% 0.0200% No
132 No 5.4900% 0.0500% No
137 No 5.5960% 0.0200% No
138 No 5.6100% 0.0200% No
142 No 5.5450% 0.0200% No
143 No 5.7700% 0.0500% No
145 No 5.6360% 0.0200% No
----------------------------------------------------------------------------
147 No 5.6400% 0.0600% No
147.1
147.2
147.3
147.4
147.5
----------------------------------------------------------------------------
148 No 5.8000% 0.0700% No
149 No 5.9800% 0.0200% No
150 No 5.2250% 0.0200% No
151 No 5.9300% 0.0200% No
152 No 5.7300% 0.0200% No
153 No 5.7260% 0.0200% No
154 No 5.8800% 0.0500% No
158 No 6.1360% 0.0200% No
161 No 5.6540% 0.0200% No
162 No 5.7250% 0.0200% No
164 No 5.6500% 0.0200% No
165 No 5.5950% 0.0200% No
167 No 5.8020% 0.0400% No
169 No 5.8000% 0.0700% No
171 No 5.5430% 0.0200% No
172 No 5.4700% 0.0200% No
175 No 6.4050% 0.0500% No
177 No 5.9420% 0.0200% No
182 No 5.7150% 0.0200% No
185 No 5.5150% 0.0200% No
189 No 5.9600% 0.0500% No
190 No 5.8000% 0.0600% No
191 No 6.0300% 0.0200% Yes 02/06/17
195 No 5.8700% 0.0500% No
197 No 5.9000% 0.0600% No
198 No 5.6700% 0.0700% No
212 No 5.7020% 0.0600% No
215 No 5.8570% 0.0200% No
217 No 5.8100% 0.0400% No
222 No 5.6700% 0.0200% No
225 No 5.5300% 0.0200% No
227 No 5.6300% 0.0200% No
228 No 5.8000% 0.0200% Yes 04/06/17
230 No 5.6050% 0.0500% No
231 No 6.3460% 0.0200% No
235 No 5.7850% 0.0200% No
244 No 6.1280% (Note 9) 0.0200% No
251 No 5.7900% 0.0200% No
253 No 5.6900% 0.0200% No
258 No 5.8420% 0.0500% No
262 No 5.7000% 0.0500% No
266 No 5.7300% 0.0200% No
268 No 5.9240% 0.0600% No
272 No 6.8100% 0.0200% No
273 No 6.9000% 0.0200% No
282 No 5.9070% 0.0700% No
291 No 5.7650% 0.0200% No
298 No 6.7100% 0.0200% No
306 No 5.7800% 0.0500% No
INTEREST
RESERVE
MORTGAGE
LOAN LOAN GRACE
NUMBER ADDITIONAL INTEREST RATE AFTER ARD (YES/NO)? LOAN TYPE PERIOD
------------------------------------------------------------------------------------------------------------------------------------
2 No Interest Only 0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
------------------------------------------------------------------------------------------------------------------------------------
3 No Partial IO/Balloon 0
7 No Partial IO/Balloon 2
8 No Partial IO/Balloon 0
13 No Interest Only 0
14 No Interest Only 0
16 No Interest Only 0
24 No Interest Only 0
27 No Interest Only 0
31 Greater of (i) 5% plus initial interest rate or (ii) 5% plus Treasury Rate No Interest Only/ARD 0
32 No Partial IO/Balloon 0
34 No Partial IO/Balloon 0
35 No Partial IO/Balloon 0
37 No Partial IO/Balloon 0
38 No Interest Only 0
40 No Balloon 0
------------------------------------------------------------------------------------------------------------------------------------
41 No Partial IO/Balloon 0
41.1
41.2
41.3
------------------------------------------------------------------------------------------------------------------------------------
43 No Partial IO/Balloon 0
45 2% plus initial interest rate No Partial IO/ARD 0
46 No Interest Only 0
47 2% plus initial interest rate No Partial IO/ARD 0
49 No Interest Only 0
52 No Partial IO/Balloon 0
54 No Interest Only 0
------------------------------------------------------------------------------------------------------------------------------------
55 No Partial IO/Balloon 0
55.1
55.2
------------------------------------------------------------------------------------------------------------------------------------
58 No Partial IO/Balloon 0
59 No Partial IO/Balloon 0
60 Greater of (i) 2.5% plus initial interest rate or (ii) 3.5% plus annualized yield No Interest Only/ARD 0
61 No Partial IO/Balloon 0
62 No Interest Only 0
64 No Partial IO/Balloon 0
65 No Partial IO/Balloon 0
69 No Interest Only 0
72 No Balloon 0
73 No Partial IO/Balloon 0
74 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No Partial IO/ARD 0
81 No Interest Only 0
83 No Partial IO/Balloon 0
85 No Balloon 0
87 No Interest Only 0
92 No Partial IO/Balloon 0
98 No Balloon 0
99 No Partial IO/Balloon 0
100 No Partial IO/Balloon 0
102 No Balloon 0
103 No Balloon 0
104 No Interest Only 0
106 No Balloon 0
107 No Partial IO/Balloon 0
108 No Partial IO/Balloon 0
109 No Interest Only 0
111 No Partial IO/Balloon 0
112 No Partial IO/Balloon 0
117 No Balloon 0
121 No Partial IO/Balloon 0
123 No Partial IO/Balloon 0
125 No Partial IO/Balloon 0
126 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No ARD 0
127 No Partial IO/Balloon 0
128 No Interest Only 0
129 No Partial IO/Balloon 0
130 No Partial IO/Balloon 0
131 No Partial IO/Balloon 0
132 No Partial IO/Balloon 0
137 No Balloon 0
138 No Partial IO/Balloon 0
142 No Partial IO/Balloon 0
143 No Balloon 0
145 No Partial IO/Balloon 0
------------------------------------------------------------------------------------------------------------------------------------
147 No Partial IO/Balloon 0
147.1
147.2
147.3
147.4
147.5
------------------------------------------------------------------------------------------------------------------------------------
148 No Partial IO/Balloon 0
149 No Interest Only 0
150 No Partial IO/Balloon 0
151 No Balloon 0
152 No Partial IO/Balloon 0
153 No Partial IO/Balloon 0
154 No Balloon 0
158 No Partial IO/Balloon 0
161 No Balloon 0
162 No Interest Only 0
164 No Partial IO/Balloon 0
165 No Partial IO/Balloon 0
167 No Interest Only 0
169 No Interest Only 0
171 No Interest Only 0
172 No Partial IO/Balloon 0
175 No Balloon 0
177 No Partial IO/Balloon 0
182 No Balloon 0
185 No Partial IO/Balloon 0
189 No Balloon 0
190 No Partial IO/Balloon 0
191 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No Partial IO/ARD 0
195 No Balloon 0
197 No Balloon 0
198 No Balloon 0
212 No Partial IO/Balloon 0
215 No Balloon 0
217 No Partial IO/Balloon 0
222 No Partial IO/Balloon 0
225 No Balloon 0
227 No Partial IO/Balloon 0
228 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No Partial IO/ARD 0
230 No Balloon 0
231 No Balloon 0
235 No Balloon 0
244 No Balloon 0
251 No Balloon 0
253 No Balloon 0
258 No Partial IO/Balloon 0
262 No Partial IO/Balloon 0
266 No Partial IO/Balloon 0
268 No Balloon 0
272 No Balloon 0
273 No Balloon 0
282 No Partial IO/Balloon 0
291 No Partial IO/Balloon 0
298 No Balloon 0
306 No Partial IO/Balloon 0
ORIGINAL REMAINING STATED
TERM TO TERM TO ORIGINAL STATED
PERIODIC PAYMENT ON MATURITY / MATURITY / AMORTIZATION REMAINING DEFEASANCE
LOAN STATED MATURITY FIRST DUE DATE AFTER ARD ARD TERM AMORTIZATION LOAN
NUMBER DATE CLOSING (MONTHS) (MONTHS) (MONTHS) TERM (MONTHS) (YES/NO)?
------------------------------------------------------------------------------------------------------------------------
2 01/01/14 682,241.11 84 78 Interest Only Interest Only Yes
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
------------------------------------------------------------------------------------------------------------------------
3 06/06/17 671,666.67 120 119 360 360 Yes
7 09/06/13 451,408.22 (Note 11) 84 74 360 360 Yes
8 06/06/14 397,811.81 84 83 360 360 Yes
13 05/06/17 307,520.00 120 118 Interest Only Interest Only Yes
14 04/06/17 294,577.50 120 117 Interest Only Interest Only Yes
16 07/06/12 305,834.38 60 60 Interest Only Interest Only Yes
24 06/06/17 187,436.33 120 119 Interest Only Interest Only Yes
27 06/06/17 193,444.84 120 119 Interest Only Interest Only Yes
31 05/06/37 151,293.78 120 118 Interest Only Interest Only Yes
32 04/06/17 144,263.67 120 117 360 360 Yes
34 06/06/17 145,592.53 120 119 360 360 Yes
35 04/06/16 142,709.79 120 105 360 360 Yes
37 04/06/17 139,563.87 120 117 360 360 Yes
38 04/06/17 133,726.25 120 117 Interest Only Interest Only Yes (Note 2)
40 05/06/17 135,697.62 120 118 360 358 Yes
------------------------------------------------------------------------------------------------------------------------
41 01/06/14 113,491.65 84 78 360 360 Yes
41.1
41.2
41.3
------------------------------------------------------------------------------------------------------------------------
43 06/06/15 106,474.67 120 95 360 360 Yes
45 06/06/37 108,903.95 120 119 360 360 No
46 04/06/17 104,912.27 120 117 Interest Only Interest Only Yes
47 06/06/37 106,479.09 120 119 360 360 No
49 03/06/17 97,822.22 120 116 Interest Only Interest Only Yes
52 04/06/17 97,449.79 120 117 360 360 No
54 05/06/17 87,451.00 120 118 Interest Only Interest Only Yes
------------------------------------------------------------------------------------------------------------------------
55 06/06/17 93,179.42 120 119 360 360 Yes
55.1
55.2
------------------------------------------------------------------------------------------------------------------------
58 03/06/17 83,909.82 120 116 360 360 Yes
59 06/06/17 88,827.92 120 119 360 360 Yes
60 05/06/22 84,466.39 120 118 Interest Only Interest Only Yes
61 05/06/17 85,198.33 120 118 360 360 Yes
62 05/06/17 78,817.50 120 118 Interest Only Interest Only Yes
64 04/06/17 78,998.33 120 117 360 360 Yes
65 04/06/17 77,878.89 120 117 360 360 Yes
69 03/06/17 74,978.32 120 116 Interest Only Interest Only Yes
72 06/06/17 91,944.85 120 119 360 359 Yes
73 07/06/17 74,270.83 120 120 360 360 Yes
74 02/06/37 70,840.25 120 115 360 360 Yes
81 04/06/17 69,517.50 120 117 Interest Only Interest Only Yes
83 03/06/17 66,694.78 120 116 360 360 Yes
85 04/06/17 77,660.42 120 117 360 357 Yes
87 04/06/17 60,750.10 120 117 Interest Only Interest Only Yes
92 03/06/14 72,296.31 (Note 8) 96 80 360 360 Yes
98 04/06/22 68,313.27 180 177 360 357 Yes
99 06/06/17 56,284.38 120 119 360 360 Yes
100 06/06/17 53,991.67 120 119 360 360 No
102 06/06/17 63,426.42 120 119 360 359 Yes
103 05/06/17 65,174.65 120 118 360 358 Yes
104 03/06/17 54,777.00 120 116 Interest Only Interest Only Yes
106 05/06/17 63,007.51 120 118 360 358 Yes
107 06/06/17 51,044.94 120 119 360 360 Yes
108 02/06/17 51,874.19 120 115 360 360 Yes
109 02/06/17 52,822.97 120 115 Interest Only Interest Only Yes
111 04/06/17 48,595.94 120 117 360 360 Yes
112 07/06/17 51,451.39 120 120 360 360 No
117 04/06/17 57,660.38 120 117 360 357 Yes
121 04/06/17 46,082.36 120 117 360 360 Yes
123 03/06/17 48,019.86 120 116 360 360 Yes
125 06/06/17 46,631.00 120 119 360 360 Yes
126 05/06/37 55,376.47 120 118 360 358 Yes
127 05/06/17 45,790.44 120 118 360 360 Yes
128 04/06/17 44,681.33 120 117 Interest Only Interest Only Yes
129 05/06/17 42,315.00 120 118 360 360 Yes
130 03/06/17 42,508.75 120 116 360 360 Yes
131 05/06/17 44,988.75 120 118 360 360 Yes
132 06/06/17 42,547.50 120 119 360 360 Yes
137 02/06/17 49,349.10 120 115 360 355 Yes
138 04/06/17 41,062.08 120 117 360 360 Yes
142 04/06/17 39,965.59 120 117 360 360 Yes
143 06/06/17 48,542.05 120 119 360 359 No
145 05/06/17 39,796.42 120 118 360 360 Yes
------------------------------------------------------------------------------------------------------------------------
147 04/06/17 39,339.00 120 117 360 360 Yes
147.1
147.2
147.3
147.4
147.5
------------------------------------------------------------------------------------------------------------------------
148 04/06/12 40,455.00 60 57 360 360 Yes
149 06/06/17 41,664.16 120 119 Interest Only Interest Only Yes
150 03/06/17 36,309.40 120 116 360 360 Yes
151 04/06/17 51,816.77 120 117 300 297 No
152 03/06/17 39,473.33 120 116 360 360 No
153 06/06/17 39,445.78 120 119 360 360 Yes
154 06/06/17 50,958.88 120 119 300 299 Yes
158 06/06/17 41,398.40 120 119 360 360 Yes
161 05/06/17 45,044.12 120 118 360 358 No
162 05/06/17 37,777.53 120 118 Interest Only Interest Only Yes
164 06/06/17 36,781.50 120 119 360 360 Yes
165 04/06/17 36,134.38 120 117 360 360 Yes
167 04/06/17 36,971.63 120 117 Interest Only Interest Only Yes
169 02/06/17 36,709.17 120 115 Interest Only Interest Only Yes
171 05/06/17 34,366.60 120 118 Interest Only Interest Only No
172 03/06/17 33,914.00 120 116 360 360 Yes
175 07/06/17 42,869.58 120 120 360 360 Yes
177 06/06/17 34,256.46 120 119 360 360 Yes
182 02/06/17 37,787.84 120 115 360 355 Yes
185 04/06/17 29,443.97 120 117 360 360 Yes
189 02/06/17 36,535.25 120 115 360 355 Yes
190 04/06/17 29,966.67 120 117 360 360 Yes
191 02/06/37 31,155.00 120 115 360 360 Yes
195 06/06/17 38,182.69 120 119 300 299 Yes
197 05/06/17 35,588.19 120 118 360 358 Yes
198 05/06/17 34,710.04 120 118 360 358 No
212 04/06/17 25,826.89 120 117 360 360 Yes
215 03/06/17 32,732.81 120 116 300 296 Yes
217 06/06/17 25,015.28 120 119 360 360 No
222 04/06/17 23,680.13 120 117 360 360 Yes
225 07/06/17 26,204.94 120 120 360 360 Yes
227 05/06/17 22,058.65 120 118 360 360 No
228 04/06/37 22,475.00 120 117 360 360 Yes
230 07/06/17 25,273.35 120 120 360 360 Yes
231 07/06/17 27,366.87 120 120 360 360 Yes
235 05/06/17 25,189.32 120 118 360 358 Yes
244 09/06/16 23,704.38 (Note 9) 120 110 360 350 Yes
251 03/06/17 21,393.25 120 116 360 356 No
253 06/06/17 20,871.61 120 119 360 359 Yes
258 04/06/17 17,104.08 120 117 360 360 No
262 04/06/17 16,197.50 120 117 360 360 Yes
266 02/06/17 15,591.97 120 115 360 360 Yes
268 05/06/17 19,746.42 120 118 300 298 Yes
272 06/06/17 17,619.97 120 119 360 359 Yes
273 06/06/17 17,123.60 120 119 360 359 Yes
282 04/06/17 12,207.80 120 117 360 360 Yes
291 04/06/16 11,169.69 120 105 360 360 Yes
298 06/06/17 12,079.10 120 119 360 359 Yes
306 04/06/17 7,565.38 120 117 360 360 Yes
ESCROWED
ESCROWED REPLACEMENT
ANNUAL ESCROWED RESERVES
LOAN PROPERTY LOCKBOX REAL ESTATE ANNUAL INITIAL
NUMBER BORROWER'S INTEREST PROPERTY SIZE SIZE TYPE (YES/NO)? TAXES INSURANCE DEPOSIT
-----------------------------------------------------------------------------------------------------------------------
2 Fee Simple 4,193,824 SF Yes No No 0
2.1 Fee Simple 478,467 SF
2.2 Fee Simple 669,650 SF
2.3 Fee Simple 370,783 SF
2.4 Fee Simple 221,330 SF
2.5 Fee Simple 181,106 SF
2.6 Fee Simple 218,540 SF
2.7 Fee Simple 601,617 SF
2.8 Fee Simple 186,100 SF
2.9 Fee Simple 177,622 SF
2.10 Fee Simple 110,405 SF
2.11 Fee Simple 225,843 SF
2.12 Fee Simple 232,956 SF
2.13 Fee Simple 191,220 SF
2.14 Fee Simple 211,784 SF
2.15 Fee Simple 116,401 SF
-----------------------------------------------------------------------------------------------------------------------
3 Fee Simple 439,211 SF Yes Yes Yes 0
7 Fee Simple 472,844 SF Yes No No 0
8 Fee Simple 435,358 SF Yes Yes No 0
13 Fee Simple 216,578 SF Yes Yes Yes 0
14 Fee Simple 239,912 SF No Yes Yes 0
16 Fee Simple 270,369 SF Yes Yes Yes 0
24 Fee Simple 177,933 SF Yes No No 0
27 Fee Simple 420,610 SF No No No 0
31 Fee Simple 74,391 SF Yes Yes Yes 0
32 Fee Simple 178,734 SF Yes Yes No 0
34 Fee Simple 151,198 SF No Yes No 0
35 Fee Simple 83,394 SF Yes Yes Yes 0
37 Leasehold 149,964 SF Yes Yes Yes 0
38 Fee Simple 660 Units No Yes Yes 0
40 Fee Simple 121,172 SF Yes Yes No 0
-----------------------------------------------------------------------------------------------------------------------
41 Fee Simple 215,288 SF Yes No No 155,000
41.1 Fee Simple 82,228 SF
41.2 Fee Simple 81,760 SF
41.3 Fee Simple 51,300 SF
-----------------------------------------------------------------------------------------------------------------------
43 Fee Simple 129 Units No Yes No 0
45 Fee Simple 181,372 SF Yes No No 0
46 Fee Simple 88,592 SF No Yes No 0
47 Fee Simple 176,000 SF Yes No No 0
49 Leasehold 16,000 SF No No No 0
52 Fee Simple 205 Rooms No Yes No 0
54 Fee Simple 41,050 SF Yes Yes Yes 0
-----------------------------------------------------------------------------------------------------------------------
55 Fee Simple 190 Rooms Yes Yes Yes 0
55.1 Fee Simple 95 Rooms
55.2 Fee Simple 95 Rooms
-----------------------------------------------------------------------------------------------------------------------
58 Fee Simple 121,660 SF No Yes No 0
59 Fee Simple 140 Rooms Yes Yes Yes 0
60 Fee Simple 201,565 SF Yes No No 0
61 Fee Simple 125,480 SF Yes Yes Yes 0
62 Fee Simple 36,535 SF Yes No No 0
64 Fee Simple 109,887 SF Yes Yes No 0
65 Fee Simple 264 Units Yes Yes Yes 1,140,518
69 Fee Simple 64,568 SF No Yes No 0
72 Fee Simple 152 Rooms No Yes No 0
73 Fee Simple 76,461 SF No No No 0
74 Fee Simple 119,161 SF Yes No No 0
81 Fee Simple 56,073 SF No Yes Yes 0
83 Fee Simple 258 Units No Yes No 0
85 Fee Simple 130 Rooms Yes Yes Yes 0
87 Fee Simple 24,977 SF Yes No No 0
92 Fee Simple 70,661 SF Yes No No 0
98 Fee Simple 52,500 SF No Yes Yes 0
99 Fee Simple 64,200 SF No Yes No 0
100 Fee Simple 57,143 SF Yes Yes No 0
102 Fee Simple 82,134 SF Yes Yes Yes 0
103 Fee Simple 104 Rooms Yes Yes Yes 0
104 Fee Simple 136 Units No No No 0
106 Fee Simple 46,940 SF Yes Yes No 0
107 Fee Simple 51,393 SF No Yes Yes 0
108 Fee Simple 82,213 SF Yes Yes No 0
109 Fee Simple 98,175 SF Yes Yes Yes 0
111 Fee Simple 57,304 SF No Yes No 0
112 Fee Simple 126,901 SF Yes Yes Yes 0
117 Fee Simple 65 Units No Yes Yes 0
121 Fee Simple 54,067 SF No Yes No 0
123 Fee Simple 101,907 SF Yes Yes Yes 125,000
125 Fee Simple 33,954 SF No No No 0
126 Fee Simple 70,856 SF Yes Yes Yes 31,885
127 Fee Simple 52,326 SF No Yes Yes 0
128 Fee Simple 125,357 SF Yes No No 0
129 Fee Simple 53,798 SF Yes No Yes 0
130 Fee Simple 26,829 SF No Yes No 0
131 Leasehold 48,422 SF No Yes No 0
132 Fee Simple 89,008 SF No No No 0
137 Fee Simple 88 Units No Yes No 0
138 Fee Simple 55,001 SF No Yes Yes 0
142 Fee Simple 14,398 SF No No No 0
143 Fee Simple 129 Rooms No Yes No 0
145 Fee Simple 87,467 SF No Yes No 0
-----------------------------------------------------------------------------------------------------------------------
147 Fee Simple 60,888 SF No No No 0
147.1 Fee Simple 5,113 SF
147.2 Fee Simple 12,480 SF
147.3 Fee Simple 4,282 SF
147.4 Fee Simple 3,884 SF
147.5 Fee Simple 35,129 SF
-----------------------------------------------------------------------------------------------------------------------
148 Fee Simple 108 Rooms No No No 0
149 Fee Simple 23,054 SF Yes Yes Yes 0
150 Fee Simple 272 Units Yes Yes Yes 740,792
151 Fee Simple 120 Rooms Yes Yes Xx 0
000 Xxx Xxxxxx 000 Xxxxx Xx Yes Yes 0
153 Fee Simple 48,654 SF Yes Yes Yes 0
154 Fee Simple 129 Rooms Yes Yes Yes 0
158 Fee Simple 95 Rooms Yes Yes Yes 0
161 Fee Simple 28,500 SF Yes No No 0
162 Fee Simple 42,000 SF No Yes Yes 0
164 Leasehold 81,200 SF No No No 0
165 Fee Simple 78,550 SF No Yes Yes 0
167 Fee Simple 140 Units No Yes Yes 0
169 Fee Simple 21,011 SF Yes No No 0
171 Fee Simple 14 Units No Yes No 0
172 Fee Simple 60,748 SF Yes Yes Yes 0
175 Fee Simple 75 Rooms No Yes No 0
177 Fee Simple 38,098 SF Yes Yes No 0
182 Fee Simple 46,876 SF No Yes Yes 0
185 Fee Simple 36,367 SF No Yes Yes 0
189 Fee Simple 48,327 SF Yes Yes No 0
190 Fee Simple 49,996 SF Yes Yes Yes 0
191 Fee Simple 99 Rooms No Yes Yes 0
195 Fee Simple 126 Rooms Yes Yes Yes 0
197 Fee Simple 87 Rooms Yes Yes Yes 0
198 Fee Simple 107,400 SF Yes No No 0
212 Fee Simple 24,012 SF Yes Yes No 0
215 Leasehold 22,069 SF Yes Yes Yes 0
217 Fee Simple 100,100 SF Yes Yes No 0
222 Fee Simple 46,500 SF Yes Yes Yes 0
225 Leasehold 26,826 SF Yes Yes Yes 0
227 Fee Simple 40 Rooms No Yes No 0
228 Fee Simple 30,836 SF Yes Yes Yes 0
230 Fee Simple 30,686 SF Yes Yes Yes 0
231 Fee Simple 20,444 SF No No No 0
235 Fee Simple 82 Rooms No Yes No 0
244 Fee Simple 21,908 SF No Yes Yes 0
251 Fee Simple 16,990 SF No No No 0
253 Fee Simple 14,490 SF No No No 0
258 Fee Simple 13,560 SF Yes Yes Yes 0
262 Fee Simple 23,252 SF No No No 0
266 Fee Simple 17,949 SF Yes Yes No 0
268 Fee Simple 72 Rooms Yes Yes Yes 0
272 Fee Simple 23,003 SF No Yes Yes 0
273 Fee Simple 22,000 SF No Yes Yes 0
282 Fee Simple 19,526 SF Yes No No 0
291 Fee in Part, Leasehold in Part 12,951 SF No Yes Yes 0
298 Fee Simple 21,351 SF No Yes Yes 0
306 Fee Simple 12,200 SF Yes No No 0
ESCROWED INITIAL
REPLACEMENT ESCROWED TI/LC ESCROWED TI/LC DEFERRED INITIAL ENVIRONMENTAL
LOAN RESERVES CURRENT RESERVES INITIAL RESERVES CURRENT MAINTENANCE ENVIRONMENTAL HOLDBACK INSURANCE
NUMBER ANNUAL DEPOSIT DEPOSIT ANNUAL DEPOSIT DEPOSIT DEPOSIT AMOUNT LOC POLICY
-----------------------------------------------------------------------------------------------------------------------------------
2 0 0 0 985,033 0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
-----------------------------------------------------------------------------------------------------------------------------------
3 87,842 1,317,633 285,487 0 0
7 0 0 0 0 0
8 87,072 0 435,358 58,750 0
13 32,535 162,676 0 20,000 5,500
14 35,867 0 119,956 0 0
16 0 0 0 23,829 0
24 0 0 0 19,375 0
27 0 0 0 0 0 4,000,000
31 11,160 0 0 0 0
32 0 0 0 0 0 1,623,000
34 0 0 0 0 12,500 2,418,000
35 12,353 276,959 61,767 0 0 3,500,000
37 14,997 0 0 0 0
38 148,500 NAP NAP 16,250 0
40 18,176 2,150,000 70,000 0 0
-----------------------------------------------------------------------------------------------------------------------------------
41 0 545,000 0 0 0
41.1
41.2
41.3
-----------------------------------------------------------------------------------------------------------------------------------
43 32,250 NAP NAP 0 0 3,432,000
45 29,020 0 0 250,320 0
46 0 0 0 0 0
47 26,400 0 0 83,325 0
49 0 0 0 0 0
52 384,267 NAP NAP 0 0
54 9,072 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
55 291,336 NAP NAP 0 0
55.1
55.2
-----------------------------------------------------------------------------------------------------------------------------------
58 17,439 0 60,830 291,025 0
59 206,018 NAP NAP 0 0
60 0 0 0 0 0
61 18,800 250,000 50,000 0 0 300,000
62 2,534 0 0 0 0
64 21,977 0 87,910 0 0
65 0 NAP NAP 0 0
69 12,000 0 9,704 0 0
72 244,434 NAP NAP 0 0
73 0 0 0 0 0
74 23,832 0 0 0 0
81 5,607 0 0 0 0 2,460,000
83 64,500 NAP NAP 0 0
85 62,344 NAP NAP 0 0
87 0 0 0 0 0
92 0 0 0 0 0
98 0 0 0 0 37,938
99 12,840 0 64,200 0 0
100 5,714 70,000 139,599 0 0
102 19,712 500,000 0 0 0
103 4% of gross revenues NAP NAP 29,025 0
104 33,996 NAP NAP 0 0
106 9,388 0 0 0 0
107 7,709 0 25,670 0 0
108 20,379 0 0 0 0
109 14,726 0 0 133,294 0 845,000
111 11,461 0 45,843 0 0
112 26,649 0 137,808 20,343 0
117 16,250 NAP NAP 0 14,375
121 10,813 0 40,550 0 0
123 20,381 420,000 0 0 0
125 0 0 0 0 0
126 10,628 193,437 43,932 0 0
127 9,942 0 26,163 0 0
128 17,550 0 16,296 0 0
129 0 0 0 0 0
130 3,488 0 0 0 0
131 4,842 0 33,067 0 0
132 0 0 0 0 0
137 0 NAP NAP 0 0
138 10,921 150,000 0 0 0
142 0 0 0 0 0
143 118,566 NAP NAP 0 0
145 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
147 0 0 0 0 0
147.1
147.2
147.3
147.4
147.5
-----------------------------------------------------------------------------------------------------------------------------------
148 115,194 NAP NAP 0 0
149 6,916 0 17,856 0 0
150 0 NAP NAP 295,844 0
151 109,703 NAP NAP 582,407 0
152 46,500 NAP NAP 65,220 125,000
153 9,731 1,360,000 25,000 0 0
154 94,140 NAP NAP 0 0
158 0 NAP NAP 0 0
161 0 0 0 0 0
162 6,300 0 0 0 0
164 0 0 0 0 0
165 19,452 0 30,000 68,000 100,000
167 0 NAP NAP 0 0
169 0 0 0 0 0
171 3,500 NAP NAP 0 0 600,000
172 9,112 0 30,459 0 0
175 86,527 NAP NAP 0 0
177 7,620 0 38,098 3,750 0
182 4,688 0 16,949 110,563 0
185 5,449 0 27,275 2,812 0 330,000
189 9,665 0 28,844 31,250 280,000
190 7,499 0 24,998 0 0
191 44,106 NAP NAP 0 0
195 69,042 NAP NAP 0 0
197 75,517 NAP NAP 1,875 0
198 0 0 0 0 0
212 2,400 0 20,760 0 0 125,000
215 3,310 0 12,000 0 0
217 16,447 0 27,419 4,375 0 1,047,754
222 6,975 200,000 5,000 6,188 0
225 7,008 0 0 14,000 0
227 53,954 NAP NAP 0 0
228 3,965 0 0 10,625 0
230 4,603 100,000 0 0 0
231 4,089 56,250 0 0 0
235 65,756 NAP NAP 0 0
244 4,382 0 15,117 0 0
251 3,185 0 8,600 0 0
253 2,174 0 0 0 0
258 0 0 0 0 0
262 0 0 0 0 0
266 1,795 0 8,975 0 0
268 46,807 NAP NAP 34,375 0
272 3,450 100,000 11,502 0 0
273 2,206 0 10,890 0 0
282 0 0 0 0 0
291 0 0 0 5,000 0
298 4,270 100,000 0 3,750 0
306 0 0 0 0 0
LOAN
LOAN MORTGAGE LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME
---------------------------------------------------------------------------------------------
1 LaSalle 1 DDR Southeast Pool
1.1 1 Hilltop Plaza
1.2 1 Largo Town Center
1.3 0 Xxxxxx Xxxxx
0.0 0 Xxxxxxxxxx Xxxxx
1.5 1 Highland Grove
1.6 1 Riverdale Shops
1.7 0 Xxxxxxx Xxxxx
1.8 1 Apple Blossom Corners
1.9 1 Fayetteville Pavilion
1.10 0 Xxxxxxxxx Xxxxxxxx
0.00 0 Xxxxxxxx Xxxxx
1.12 0 Xxxxxxxxx Xxxxx
0.00 0 Xxxxxxxxxx Xxxxxxx Center
1.14 1 Springfield Commons
1.15 0 Xxxxxxxxx Xxxxxxx
0.00 0 Xxxxxxx Xxxxxx at Golf
1.17 1 Oviedo Park Crossing
1.18 1 Shoppes of Golden Acres
1.19 1 Bardmoor Shopping Center
1.20 1 Rosedale Shopping Center
1.21 0 Xxxxxxxxxxx Xxxxxxx
1.22 1 Shoppes at New Tampa
1.23 0 Xxxxxxxxxx Xxxxx
1.24 1 Xxxxx Xxx Xxxxxxx
0.00 0 Xxxxx Xxxxxx Xxxxx
1.26 1 Melbourne Shopping Center
1.27 0 Xxxxxx Xxxxxx
1.28 1 Shoppes of Lithia
1.29 0 Xxxx Xxxx Xxxxx Xxxxxx
0.00 0 Xxxxxx Xxxxxx
1.31 1 Lakewood Ranch
1.32 1 Xxxxx Crossing
1.33 1 Xxxxxxx Corners
1.34 1 Clearwater Crossing
1.35 1 Shoppes at Paradise Pointe
1.36 1 Killearn Shopping Center
1.37 0 Xxxxxx Xxxxx
1.38 1 River Run Shopping Center
1.39 0 Xxxxxxxx Xxxxxx
1.40 0 Xxxxx Xxxxxx
1.41 1 Chickasaw Trails Shopping Center
1.42 1 Shoppes at Lake Dow
1.43 1 Shoppes of Ellenwood
1.44 1 Shops at Xxxxxx'x Crossing
1.45 1 Southwood Village Shopping Center
1.46 0 Xxxxxxx Xxxxx
1.47 0 Xxxxxxxx Xxxxxx
1.48 1 Countryside Shopping Center
1.49 1 Shoppes of Citrus Hills
1.50 1 Crystal Springs Shopping Center
1.51 1 Xxxxxx Commons
1.52 1 Xxxxxxxx Crossing
---------------------------------------------------------------------------------------------
0 XxXxxxx 0 Xxxx Xxxx Apartment Portfolio
4.1 2 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx
4.2 2 0000-0000 Xxxxx Xxxxx Xxx., 000-000 X. 00xx Xx.
4.3 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 1204-1224 E. 54th St.
4.4 2 5335-5345 South Kimbark Ave., 0000-0000 X. 00xx Xx.
4.5 2 1509-1517 E. 57th St., 0000-0000 Xxxxx Xxxxxx Xxx.
4.6 2 0000 Xxxxx Xxxxxxxxx Xxxxxx
4.7 2 0000-0000 Xxxxx Xxxxx Xxxxxx
4.8 2 0000-00 X. Xxxxxxxx Xxxxxx
4.9 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxx
4.10 2 0000-0000 Xxxxx Xxxxxxxxx Xxx., 1021-1029 E. 53rd
4.11 2 5234-5244 South Ingleside, 912-914 E. 53rd
4.12 2 0000-0000 Xxxx 00xx Xx.
4.13 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.14 2 0000-0000 Xxxxx Xxxxxxxx, 000-000 X. 00xx Xx.
4.15 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.16 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.17 2 5320-5326 Xxxxx Xxxxxx
0.00 0 0000 Xxxxx Xxxx Xxxx
4.19 2 5355-5361 Xxxxx Xxxxxxx Xxxxx, 000-000 X. 00xx Xx.
4.20 2 0000-0000 Xxxxx Xxxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.21 2 5401-5409 Xxxxx Xxxxxxx Xxxxx, 000-000 X. 00xx Xx.
4.22 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.23 2 5237-5245 South Kenwood, 1368-1370 E. 53rd
4.24 2 0000-0000 Xxxxx Xxxxxxx Avenue
4.25 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 000-000 X. 00xx Xx.
4.26 2 0000 Xxxxx Xxxxxx Xxxxxxxxx
4.27 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.28 2 5202-5210 South Cornell
4.29 2 0000-0000 Xxxxx Xxxxxxxxx
4.30 2 0000-0000 Xxxxx Xxxxxx Xxx., 909-911 E. 54th St.
4.31 2 5218-5220 South Kimbark
4.32 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.33 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.34 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.35 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
4.36 2 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx
4.37 2 0000-0000 Xxxxx Xxxxxxxx Xxx., 1211-1213 E. 00xx Xx.
0.00 0 0000 Xxxxx Xxxxxxx Avenue
4.39 2 0000 Xxxxx Xxxx Xxxx Xxxxxx
4.40 2 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
4.41 2 5457-5459 South Xxxxxxxxxx Xxxxxx
0.00 0 0000 Xxxxx Xxxx Xxxx Avenue
4.43 2 0000-0000 Xxxxx Xxxxxxx Xxxxxx
---------------------------------------------------------------------------------------------
5 LaSalle 1 Wachovia Capitol Center
---------------------------------------------------------------------------------------------
6 LaSalle 1 Ala Moana Portfolio
6.1 1 Ala Moana Center
6.2 1 Ala Moana Building
6.3 1 Ala Moana Pacific Center
6.4 1 Ala Moana Plaza
---------------------------------------------------------------------------------------------
12 LaSalle 1 000 Xxxx Xxxxxxx
17 LaSalle 1 Fifty West Corporate Center
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXX - XX & XX Industrial Portfolio
18.1 1 La Miada Commerce Center
18.2 0 Xxx Xxxx Xxxxxxxxxx
00.0 0 Xxxxxxxx Xxxxxxxx Xxxx
18.4 1 East Valley Distribution Center
---------------------------------------------------------------------------------------------
19 LaSalle 0 Xxxxxxx Xxxxxx Xxxxxx Xxxx
22 LaSalle 1 Woodside Corporate Park
23 LaSalle 1 000 Xxxxxxxxxx Xxxxxx Xxxxx
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXXX Xxxxxxxxx
00.0 0 XXXX - Xxxxxxxxx
25.2 1 BCBG - Santa Fe
25.3 1 BCBG - Leonis
---------------------------------------------------------------------------------------------
26 LaSalle 2 Southeast Apartment Portfolio
26.1 0 Xxxxx Xxxxxxx Xxxxxxxxxx
00.0 0 Xxxxxxxx Xxxxx Apartments
26.3 0 Xxxxxxx Xxxxxxx Xxxxxxxxxx
00.0 0 Xxxxxx Xxxx Apartments
26.5 2 Willow Xxxx Apartments
26.6 2 Quail Pointe Apartments
26.7 2 Xxxxxx Xxxxx Apartments
---------------------------------------------------------------------------------------------
28 LaSalle 1 IAC - Oregon Industrial Portfolio
28.1 1 Commerce Park - Milwaukie
28.2 1 Commerce Park - McLoughlin
28.3 1 Commerce Park - Clackamas
28.4 1 Commerce Park - Wilsonville
---------------------------------------------------------------------------------------------
30 LaSalle 1 Prologis Industrial
30.1 1 Prologis Industrial - Stone Fort Distribution Center No. 1
30.2 1 Prologis Industrial - Airport Distribution Center #16
30.3 1 Prologis Industrial - Airport Distribution Center #19
30.4 1 Prologis Industrial - Airport Distribution Center #10
30.5 1 Prologis Industrial - Southwide Industrial Center #7
30.6 1 Prologis Industrial - Airport Distribution Center #2
30.7 1 Prologis Industrial - Xxxx Distribution Center #2
30.8 1 Prologis Industrial - Xxxx Distribution Center #5
30.9 1 Prologis Industrial - Airport Distribution Center #11
30.10 1 Prologis Industrial - Xxxx Distribution Center #8
30.11 1 Prologis Industrial - Stone Fort Distribution Center No. 4
30.12 1 Prologis Industrial - Airport Distribution Center #4
30.13 1 Prologis Industrial - Airport Distribution Center #15
30.14 1 Prologis Industrial - Airport Distribution Center #18
30.15 1 Prologis Industrial - Southwide Industrial Center #6
30.16 1 Prologis Industrial - Airport Distribution Center #9
30.17 1 Prologis Industrial - Airport Distribution Center #7
30.18 1 Prologis Industrial - Airport Distribution Center #8
30.19 1 Prologis Industrial - Southwide Industrial Center #5
30.20 1 Prologis Industrial - Southwide Industrial Center #8
---------------------------------------------------------------------------------------------
33 LaSalle 1 Westlake Landing
42 LaSalle 1 Regency Court
---------------------------------------------------------------------------------------------
44 LaSalle 1 VDR Retail Portfolio
44.1 0 Xxxxxxxx Xxxxx
00.0 0 Xxxx Xxxxx Crossing
44.3 1 Burbank Crossing
---------------------------------------------------------------------------------------------
48 LaSalle 1 Country Club Village
50 LaSalle 1 deCODE genetics
53 LaSalle 2 Granada Apartments
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 XXX - Xxxxx Xxxx (Buildings A & B)
57.1 0 Xxxxx Xxxx Xxxxxxxx X
57.2 1 Lenox Park Building A
---------------------------------------------------------------------------------------------
67 LaSalle 1 Lake Xxxxxxx Center
70 LaSalle 1 International Towers Xxxxxxxx
00 XxXxxxx 0 Xxxxxx - Xxxxxxxxx
00 XxXxxxx 0 Xxxxxxx Xxxxx
76 LaSalle 1 Cobblestone Shopping Center
79 LaSalle 1 Holiday Resorts - Miami Beach, FL
80 XxXxxxx 0 XXX Xxxxxx Xxxxxxxx
00 XxXxxxx 0 Xxxxxxxxxx Apartments
86 LaSalle 1 Windsor Commerce Center
89 LaSalle 1 Vail Ranch Towne Square
93 LaSalle 1 Riverbirch Corner Shopping Center
95 LaSalle 1 NNN - Lenox Park (Building G)
97 LaSalle 1 Las Vegas Tech Center
105 LaSalle 1 The Shoppes at Xxxxxxx
113 LaSalle 1 761 - 000 Xxxxxxxx Xxxxxx
114 LaSalle 0 Xxxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxxxxxxx
000 XxXxxxx 0 Xxxx Xxxxx Shopping Center
133 LaSalle 1 Women's Physician Center
134 LaSalle 2 Southwind MHP
136 LaSalle 1 D&W Grocery Store
139 LaSalle 1 Cedar Medical Center
141 LaSalle 1 Xxxxxx Center
156 LaSalle 1 Xxxxx Displays Corporate Headquarters
000 XxXxxxx 0 Xxxxx Xxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxxxxxx
000 XxXxxxx 1 37 West Medical
178 LaSalle 1 Oaks at Centre Point
179 LaSalle 0 Xxx Xxxxxxxxxx
000 XxXxxxx 1 Bloomingdale Commons
000 XxXxxxx 0 Xxxxxxxxxx Xxxxxxx Apartments
192 LaSalle 1 Neiman Marcus - Georgetown
196 LaSalle 1 Park Santa Fe - Flagstaff
201 LaSalle 1 Home Depot
202 LaSalle 1 IAC 1850 Xxxxxx
203 LaSalle 1 Xxxxxx Electric
210 LaSalle 1 Hampton Inn Xxxxxxxx
211 LaSalle 1 Cobalt Marketplace
214 LaSalle 1 Fairway Financial Center
218 LaSalle 1 Days Inn Oceanside - Miami Beach, FL
219 LaSalle 1 Rite Aid - Totem Lake
220 LaSalle 0 Xxxxxxx Xxxxx Xxxxxxxxxx
000 XxXxxxx 1 Harbour Breeze Professional Center
000 XxXxxxx 0 Xxxxxx Xxxxxxx
226 LaSalle 1 Sleep Inn University Place
232 LaSalle 1 Fairfield Inn - Evansville West
233 LaSalle 2 Apple Villa Apartments
---------------------------------------------------------------------------------------------
234 LaSalle 0 Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxx
234.1 2 The Xxxxxxx
234.2 2 Village Xxxx
234.3 2 Edge Park
---------------------------------------------------------------------------------------------
236 LaSalle 1 TNS Building
237 LaSalle 1 Redlands Retail
000 XxXxxxx 0 Xxxxxxxxx, Xxxxxxxxx
240 LaSalle 1 One Mokena Plaza
243 LaSalle 0 Xxxxx Xxxxxx Xxxxx
---------------------------------------------------------------------------------------------
Xxxxxx Place and Lenox Garden Crossed Portfolio
245 LaSalle 0 Xxxxxx Xxxxx Xxxxxxxxxx
000 XxXxxxx 2 Lenox Garden Apartments
---------------------------------------------------------------------------------------------
247 XxXxxxx 0 Xxxxxxxx Xxxxx
000 XxXxxxx 0 Xxxxxxx Xxx Xxxxxxxxx
254 LaSalle 1 Independence Commons
000 XxXxxxx 0 Xxxxxxxxxx Xxxxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxxxxxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxx Apartments
259 LaSalle 2 Treasure ISLE MHP
260 LaSalle 1 Xxxxxxx Square Shopping Center
261 LaSalle 1 Holiday Inn Express Jasper, Al
264 LaSalle 0 Xxxxxx Xxxxxx Xxxx
000 XxXxxxx 2 51 Estates
267 LaSalle 1 Lakewood You Store It
269 LaSalle 2 Xxxxx Apartments
270 LaSalle 1 Xxxx Point Town Center
271 LaSalle 1 Space World Self Storage - South
274 LaSalle 1 0000 XxXxxxxx Xxxx
276 LaSalle 1 000 Xxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxx Xxxxx MHP
000 XxXxxxx 0 Xxxxxxxx Xxxxxxx
285 LaSalle 0 Xx. Xxxxxx Xxxxxx
000 XxXxxxx 1 Tractor Supply
288 LaSalle 2 Lazy Land Manufactured Housing Park
289 LaSalle 1 Interline Brands
292 LaSalle 2 Northbrook Moblile Home Community
000 XxXxxxx 0 XX - Xxxxxxx Xxx Xxxxxx XX
296 LaSalle 1 30412 Xxxxxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxxxxx MHP
302 LaSalle 1 Hoosic Valley Shopping Center
000 XxXxxxx 1 00000 Xxxxxx Xxxx Xxxxx
304 LaSalle 2 Hillview Acres Manufactured Housing Community
305 LaSalle 1 North Trail Stor-It Park
307 LaSalle 1 IonBond, Inc
000 XxXxxxx 0 Xxxxxx Xxxxxx
310 LaSalle 2 Beaver Dam MHP
311 LaSalle 2 River Bluff Apartments
312 LaSalle 2 Buckbal
313 LaSalle 1 Space World Self Storage - North
314 LaSalle 1 Wachovia Alpharetta Ground Lease
315 LaSalle 1 Hannaford Ground Lease
316 LaSalle 1 Paducah Shopping Center
318 LaSalle 2 New Colony
319 LaSalle 1 Regions Bank
LOAN
NUMBER PROPERTY ADDRESS CITY
------------------------------------------------------------------------------------------------------------------------------
1 Various Various
1.1 3200-4200 Xxxxx Way, 0000 Xxxxx Xxxxx Xxxxxxxx
1.2 000 Xxxxx Xxxxxx Xxxxx Largo
1.3 0000 Xxxxx Xxxxxxxxxx Xxxxx Tamarac
1.4 0000-0000 Xxxxxxxxxx Xxxxxxx Canton
1.5 00000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxxxx
1.6 000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxxxx
1.7 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
1.8 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx
1.9 0000-0000 Xxxxx Xxxx Xxxxxxxxxxxx
1.10 0000 00xx Xxxxx Xxxx Xxxxxxxxx
1.11 0000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxx
1.12 0000 Xxxxxxx Xxxxxxx Xxxx Xxxxxx
1.13 000 Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx
1.14 Airport Highway South Holland Sylvania Road Toledo
1.15 0000-0000 Xxxxxxxxx Xxxxxxxxx Xxxx Xxxxx Gardens
1.16 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx
1.17 1115 Vidina Place Oviedo
1.18 0000 Xxxxxx Xxxx Xxx Xxxx Xxxxxx
1.19 00000 Xxxxxxx Xxxx Largo
1.20 0000 Xxxxxx Xxxx Xxxxxxxxxxxx
1.21 0000 Xxxxx Xxxxxxx Xxxxxxxxx Casselberry
1.22 1950 Xxxxx X. Xxxxx Boulevard Xxxxxx Chapel
1.23 Route 38 Lumberton
1.24 000xx Xxxxxx xxx 000xx Xxxxxx Xxxxx
1.25 15001 North Xxxx Xxxxx Highway Tampa
1.26 1301 - 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx
1.27 0000 Xxxxxxx 0 Xxxxxxxxxxxx
1.28 0000 Xxxxxx-Xxxxxxxxx Xxxx Xxxxxxx
1.29 0000 Xxxx Xxxxxxxx Xxxxx Xxxxx
1.30 0000 Xxxxxxxxx Xxxxxxx Cumming
1.31 0000-0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx
1.32 4349-4357 Lawrenceville Highway Xxxxxx
1.33 00000 X.X. Xxxxxxx 00 Xxxx Xxxxxxx
1.34 0000 Xxxxx Xxxxxxx Xxxx Flowery Branch
1.35 000 Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxx
1.36 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx
1.37 0000 Xxxxx Xxxx Xxxx Xxxxxxx
1.38 0000 Xxxxxxx Xxxxxxx Miramar
1.39 0000 Xx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx
1.40 0000-0000 Xxxxxxxxxx Xxxx Xxxxx Xxxx
1.41 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
1.42 000 Xxxxxxx 00 Xxxx XxXxxxxxx
1.43 0000-0000 Xxxx Xxxxxxx Xxxx Ellenwood
1.44 0000 Xxxxxx Xxxxx Xxxxxxx Winston-Salem
1.45 0000 Xxxxx Xxxxx Xxxx Tallahassee
1.46 0000 Xxxx 00xx Xxxxxx Hialeah
1.47 000 Xxxx Xxxxxxxx Xxxxxx Dania
1.48 4025 Santa Xxxxxxx Boulevard Naples
1.49 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxx Hernando
1.50 6738-6784 West Gulf to Lake Highway Crystal River
1.51 0000 Xxxxx Xxxx Xxxxxx Fuquay Varina
1.52 0000-0000 Xxxxx Xxxxxxxx Xxxx Decatur
------------------------------------------------------------------------------------------------------------------------------
4 Various Chicago
4.1 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx Chicago
4.2 0000-0000 Xxxxx Xxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.3 0000-0000 Xxxxx Xxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx Chicago
4.4 0000-0000 Xxxxx Xxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx Xxxxxxx
4.5 0000-0000 Xxxx 00xx Xxxxxx, 0000-0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
4.6 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
4.7 0000-0000 Xxxxx Xxxxx Xxxxxx Chicago
4.8 0000-00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx
4.9 0000-0000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxx
4.10 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx Xxxxxxx
4.11 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.12 0000-0000 Xxxx 00xx Xxxxxx Chicago
4.13 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Chicago
4.14 0000-0000 Xxxxx Xxxxxxxx, 000-000 X. 00xx Xxxxxx Xxxxxxx
4.15 0000-0000 Xxxxx Xxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.16 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Chicago
4.17 5320-5326 South Drexel Chicago
4.18 0000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx
4.19 5355-5361 Xxxxx Xxxxxxx Xxxxx, 000-000 Xxxx 00xx Xxxxxx Chicago
4.20 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.21 5401-5409 Xxxxx Xxxxxxx Xxxxx, 000-000 Xxxx 00xx Xxxxxx Chicago
4.22 0000-0000 Xxxxx Xxxxxxx Xxxxxx Chicago
4.23 0000-0000 Xxxxx Xxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx Chicago
4.24 0000-0000 Xxxxx Xxxxxxx Xxxxxx Chicago
4.25 0000-0000 Xxxxx Xxxxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.26 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxx
4.27 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx
4.28 0000-0000 Xxxxx Xxxxxxx Xxxxxx Chicago
4.29 0000-0000 Xxxxx Xxxxxxxxx Xxxxxx Chicago
4.30 0000-0000 Xxxxx Xxxxxx Xxxxxx, 000-000 Xxxx 00xx Xxxxxx Xxxxxxx
4.31 0000-0000 Xxxxx Xxxxxxx Xxxxxx Chicago
4.32 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx
4.33 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Chicago
4.34 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx
4.35 0000-0000 Xxxxx Xxxxxxx Xxxxxx Chicago
4.36 0000-0000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx
4.37 0000-0000 Xxxxx Xxxxxxxx Xxxxxx, 0000-0000 Xxxx 00xx Xxxxxx Chicago
4.38 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx
4.39 0000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxx
4.40 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Chicago
4.41 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxx Chicago
4.42 0000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxx
4.43 0000-0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------
5 000 Xxxxxxxxxxxx Xxxxxx Raleigh
------------------------------------------------------------------------------------------------------------------------------
6 Various Honolulu
6.1 0000 Xxx Xxxxx Xxxxxxxxx Xxxxxxxx
6.2 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx
6.3 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx
6.4 000 Xxxxxx Xxxxxx Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------
12 000 Xxxx Xxxxxxx Xxxxxx, 900-950 West Xxxxxxxxx, 000 Xxxxx Xxxxxxx Xxxxxxx
17 0000 Xxxx Xxxxx Xxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------
18 Various Various
18.1 16651-16855 Xxxxx Avenue & 00000 Xxxxxx Xxx Xx Mirada
18.2 0000 00xx Xxxxx Xxxxx & 0000-0000 Xxxxx 00xx Xxxxx Seattle
18.3 6801-6819 Gage Avenue & 0000-0000 Xxxxxx Xxxxx Xxxxxxxx
18.4 00000 00xx Xxxxxx Xxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------
19 505 - 000 Xxxxxxx Xxxx Xxxxx Xxxxxxx
00 00000, 15425, 15275, 15125, 15075, 15140 and 00000 XX Xxxx Xxxxxxx and 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx
23 100 Technology Center Drive Stoughton
------------------------------------------------------------------------------------------------------------------------------
25 Various Xxxxxx
25.1 2701, 2707, 2711, 0000 Xxxxxxxxx Xxxxxx Xxxxxx
25.2 0000 Xxxxx Xxxxx Xx Xxxxxx Xxxxxx
25.3 0000 Xxxxxx Xxxxxxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------
26 Various Various
26.1 0 Xxxxxxxx Xxxx Xxxxxxxxxx
26.2 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx
26.3 0000 Xxxxxx Xxxxxx Xxxxxxxxx
26.4 000 Xxxxxx Xxxxxx Xxxxxxxxxxx
26.5 000 Xxxxxx Xxx Xxxx Xxxx
26.6 000 Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx
26.7 0000 Xxxxxxxxx Xxxxxxxxx Sumter
------------------------------------------------------------------------------------------------------------------------------
28 Various Various
28.1 00000-00000 Xxxxxxxxx Xxxxxxx Xxxx Milwaukie
28.2 0000-0000 Xxxxxxxxx Xxxxxxxx Xxxxx Milwaukie
28.3 16065-16251 Southeast 98th Avenue Clackamas
28.4 00000 Xxxxxxxxx Xxxxxxxx Xxxxxx & 0000 Xxxxxxxxx Xxxxxx Xxxx Wilsonville
------------------------------------------------------------------------------------------------------------------------------
30 Various Various
30.1 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
30.2 0000 Xxx Xxxxxxx Xxxx Memphis
30.3 3977, 4011 & 0000 Xxxx Xxxxxx Xxxx Xxxxxxx
30.4 0000 Xxxx Xxxxxx Xxxxxxx
30.5 0000-0000 Xxxxxxxx Xxxxx Xxxxxxx
30.6 4148-4194 Xxxx Street Memphis
30.7 3901-3921 Xxxx Street Memphis
30.8 0000 Xxxx Xxxxxx Xxxxxxx
30.9 3970 & 0000 Xxxxxxx Xxxxxx Xxxxxxx
30.10 4486-4524 Xxxx Street Memphis
30.11 0000 Xxxxx Xxxxx Xxxx Chattanooga
30.12 0000-0000 Xxxxxxxx Xxxx Memphis
30.13 0000 Xxx Xxxxxxx Xxxx Memphis
30.14 0000-0000 Xxxxxxx Xxxxxx Memphis
30.15 0000-0000 Xxxxx Xxxxxx Memphis
30.16 0000 Xxxxxxxx Xxxx and 0000 Xxxx Xxxxxx Xxxx Memphis
30.17 4313 Air Trans Road Memphis
30.18 4299 Air Trans Road Memphis
30.19 0000-0000 Xxxxxxxxx Xxxx Memphis
30.20 0000 Xxxxx Xxxxxx Memphis
------------------------------------------------------------------------------------------------------------------------------
33 32121-32133 Lindero Xxxxxx Xxxx Xxxxxxxx Xxxxxxx
00 0000 Xxxxxxxxx Expressway Jacksonville
------------------------------------------------------------------------------------------------------------------------------
44 Various Various
44.1 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx
44.2 000 Xxxxxxxxx Xxxx Xxxx Xxxxx
44.3 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------
48 0000-0000 Xxxxxxx Xxxxxxxxx Xxx Xxxxx
50 0000 Xxxx Xxxxx Xxxx Xxxxxxxxx
53 1717 Xxxxx Road Erie
------------------------------------------------------------------------------------------------------------------------------
57 Various Memphis
57.1 0000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxx
57.2 0000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------
67 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx
70 000 Xxxxxxxx Xxxxxxx Xxxx Linthicum
71 0000 Xxxxxx Xxxx Xxxxxxxxx
75 000 Xxxxxxxxxx Xxxxxxx Mechanicsburg
76 000 Xxxxxxxx Xxxxxx Redding
79 0000 Xxxxxxx Xxxxxx Xxxxx Beach
80 00 Xxxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxx
84 00000 Xxxxx 00xx Xxxxx Xxxxxxx
86 0000 Xxxx Xxxxxxxxxx Xxxx Jupiter
89 32605 & 00000 Xxxxxxx 00 Xxxxx Xxxxxxxx
93 0000 Xxxxxx Xxxx Xxxxxxx
95 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
97 0000-0000 Xxxxx Xxxxxx Xxx Xxx Xxxxx
105 15305-15367 Xxxxxxx Drive Tampa
113 761, 777 & 000 Xxxxxxxx Xxxxxx Xxxxxx
114 00000 Xxxx Xxxxx Xxxxxx Xxxxx Xxxx Xxxxx
115 0000 Xxxxxxxx Xxxxxxxxx Xxxxx Xxxx
116 00 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx
133 0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx
134 000 Xxxxxx Xxxx 0 Xxxx Xxxxxx
136 00 Xxxxxxx Xxxxxx Xxxxxxx
139 0000 Xxxxx Xxxxx Xxxxxx Tacoma
141 9001-9051 Columbus Xxxx Xxxxx Center
156 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx
157 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx
168 0000 Xxxxx Xxxx Xxxxx Marietta
173 000 Xxxxxxxxx Xxxx Toms River
178 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx
000 00000 and 00000 Xxxx Xxxxxx Xxxx Xxxxxxxx
180 000-000 Xxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx
181 3621-79 Xxxx Xxxxxxx Xxxxxx & 0000-00 Xxxxx 00xx Xxxxxx Franklin
192 0000 X Xxxxxx, Xxxxxxxxx Xxxxxxxxxx
196 3470-3520 East Xxxxx 00 Xxxxxxxxx
000 00000 Xxxx Xxxx Macomb
202 0000 Xxxxxx Xxxxxx Xxx Xxxxx Village
203 0000 Xxxxxxxxx Xxxxx Downers Grove
210 000 Xxxxxxxxxx Xxxx. Xxxxxxxx
211 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx
214 00 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxx
218 0000 Xxxxxxx Xxxxxx Xxxxx Beach
219 00000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxx
220 000 XxXxxxx Xxxxxx Buffalo
221 0000-0000 Xxxxxxxxxx Xxx Suffolk
224 1325 North Forest Road Amherst
226 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx
232 0000 Xxxxxx Xxxx Xxxxxxxxxx
233 0000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------
234 Various Various
234.1 00 Xxxx Xxxxxx Xxxxxx Buffalo
234.2 000-000 Xxxxxx Xxxxxx & 000 Xxxxx Xxxxxxx Street Lewiston
234.3 0000 Xxxxxxx Xxxxxx Buffalo
------------------------------------------------------------------------------------------------------------------------------
236 1939 Xxxxxx Xxxxxx Place Reston
237 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxx
238 0000 Xxxx Xxxxx Xxxxxx Salisbury
240 19801-19839 South La Grange Road Mokena
243 0000 XX Xxxxxxx 00 Xxxxx Xxxxx Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------
245 00 Xxxxxx Xxxx Xxxxxxx News
246 000 Xxxxxxx Xxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------
247 000 Xxxxxxxxx Xxxx Natick
250 0000 XxXxxx 00 XX Xxxxxxxxx
254 0000 Xxxxxxxxxxxx Xxxxxxxxx Wilmington
255 000 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx
256 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx
257 0000 Xxxxxxxx Xxxxx Xxxxxxxxx
259 000 Xxxxx Xxxx Xxxxxx Xxxx Xxxxxx
260 00000 Xxxxxxxxx Xxxxxxxx Xxxx Ellicott City
261 000 Xxx Xxxx Xxxx Jasper
264 000 Xxxxxxx Xxxxxx Xxxxxxxxxx
000 Xxxxx 00 & L.R. 288 Xxxxxxxxx
267 00000 Xxxxxxx Xxxxxxx XX Xxxxxxxx
000 000 Xxxx Xxxxx Xxxxxx Xxxxxxx
270 00000 Xxx Xxxxx Xxxxxx Xxxx Xxxxx
271 0000 Xxxxx Xxxxxxx Xxxxxx Russellville
274 0000 XxXxxxxx Xxxx Xxxx Xxxxxxxx
276 000 Xxxxxx Xxxxxx Xxx Xxxxx
278 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxx
279 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx
285 000 Xx. Xxxxxx Xxxxxx Xx. Xxxxxx
287 0000 Xxxx Xxxxxxxxxxx Xxxxx Xxxxxx
288 0000 Xxxxxxxxx 00xx Xxxxxx Xxxx Xxxxxxxxxx
289 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxx
292 0000 Xxxxxxxxxx Xxxx Bowling Green
295 180 Willabrook Drive Xxxxxx
296 30412 Xxxxxxxxx Rancho Santa Xxxxxxxxx
301 1430 Torun Road Xxxxxxx Point
302 Intersection of Routes 40 & 67 Schaghticoke
303 00000 Xxxxxx Xxxx Xxxxx Xxxxxx
304 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx
305 3804 North Orange Blossom Trail Orlando
307 0000 XxXxxxx Xxxx Xxxxxxxxxx
308 000-000 Xxxxxx Xxxxxx Xxxxxx Xxxxx
000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx
311 000 Xxxxxxx Xxxxxx Xxxxxx Xxxxx
312 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Indianapolis
313 000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxxxxx
314 15800 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx
000 31 Xxx Drive Pine Xxxx
316 0000 Xxxxxxxxxxx Xxxx Paducah
318 0000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxx Mifflin
319 0000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx
XXXXX
CUT-OFF DATE COLLATERALIZED MASTER
LOAN PRINCIPAL (MORTGAGE SERVICING ARD LOAN
NUMBER STATE ZIP CODE COUNTY BALANCE LOAN GROUP) MORTGAGE RATE FEE RATE (YES/NO)? ARD
----------------------------------------------------------------------------------------------------------------------------------
1 Various Various Various 442,500,000.00 No 5.6000% 0.0200% No
1.1 XX 00000 Contra Costa
1.2 MD 20774 Prince Georges
1.3 FL 33321 Broward
1.4 GA 30114 Cherokee
1.5 IN 46322 Lake
1.6 MA 01089 Hampden
1.7 FL 32809 Orange
1.8 VA 22601 Frederick
1.9 NC 28314 Cumberland
1.10 FL 34203 Xxxxxxx
0.00 XX 00000 Broward
1.12 MD 00000 Xxxx Xxxxxxx
0.00 XX 00000 Orange
1.14 OH 43528 Xxxxx
1.15 FL 33403 Xxxx Xxxxx
0.00 XX 00000 Xxxx Xxxxx
0.00 XX 00000 Seminole
1.18 FL 34654 Xxxxx
0.00 XX 00000 Pinellas
1.20 NC 28078 Mecklenburg
1.21 FL 32707 Seminole
1.22 FL 33543 Xxxxx
0.00 XX 00000 Xxxxxxxxxx
0.00 XX 00000 Xxxxx-Xxxx
0.00 XX 00000 Xxxxxxxxxxxx
0.00 XX 00000 Xxxxxxx
0.00 XX 00000 Xxxxxxx
0.00 XX 00000 Xxxxxxxxxxxx
0.00 XX 00000 Orange
1.30 GA 30041 Xxxxxxx
0.00 XX 00000 Manatee
1.32 GA 30084 DeKalb
1.33 NC 27520 Xxxxxxxx
0.00 XX 00000 Hall
1.35 FL 32548 Xxxxxxxx
0.00 XX 00000 Xxxx
1.37 FL 32812 Orange
1.38 FL 33025 Broward
1.39 FL 33436 Xxxx Xxxxx
0.00 XX 00000 Franklin
1.41 FL 32825 Orange
1.42 GA 30252 Xxxxx
1.43 GA 30294 Xxxxx
0.00 XX 00000 Xxxxxxx
0.00 XX 00000 Xxxx
1.46 FL 33018 Xxxxx-Xxxx
0.00 XX 00000 Broward
1.48 FL 34104 Xxxxxxx
1.49 FL 34442 Citrus
1.50 FL 34429 Citrus
1.51 NC 27526 Wake
1.52 GA 30035 DeKalb
----------------------------------------------------------------------------------------------------------------------------------
4 IL Various Xxxx 123,150,000.00 No 5.9100% 0.0200% No
4.1 IL 60615 Xxxx
4.2 IL 60615 Xxxx
4.3 IL 60615 Xxxx
4.4 IL 60615 Xxxx
4.5 IL 60637 Xxxx
4.6 IL 60615 Xxxx
4.7 IL 60615 Xxxx
4.8 IL 60615 Xxxx
4.9 IL 60615 Xxxx
4.10 IL 60615 Xxxx
4.11 IL 60615 Xxxx
4.12 IL 60615 Xxxx
4.13 IL 60615 Xxxx
4.14 IL 60615 Xxxx
4.15 IL 60615 Xxxx
4.16 IL 60615 Xxxx
4.17 IL 60615 Xxxx
4.18 IL 60615 Xxxx
4.19 IL 60615 Xxxx
4.20 IL 60615 Xxxx
4.21 IL 60615 Xxxx
4.22 IL 60637 Xxxx
4.23 IL 60615 Xxxx
4.24 IL 60637 Xxxx
4.25 IL 60615 Xxxx
4.26 IL 60615 Xxxx
4.27 IL 60615 Xxxx
4.28 IL 60615 Xxxx
4.29 IL 60615 Xxxx
4.30 IL 60615 Xxxx
4.31 IL 60615 Xxxx
4.32 IL 60615 Xxxx
4.33 IL 60615 Xxxx
4.34 IL 60637 Xxxx
4.35 IL 60637 Xxxx
4.36 IL 60615 Xxxx
4.37 IL 60615 Xxxx
4.38 IL 60615 Xxxx
4.39 IL 60615 Xxxx
4.40 IL 60615 Xxxx
4.41 IL 60615 Xxxx
4.42 IL 60615 Xxxx
4.43 IL 60615 Xxxx
----------------------------------------------------------------------------------------------------------------------------------
5 NC 27601 Wake 120,300,000.00 No 5.5700% 0.0400% No
----------------------------------------------------------------------------------------------------------------------------------
6 HI 96814 Honolulu 100,000,000.00 No 5.6028% 0.0200% No
6.1 XX 00000 Honolulu
6.2 HI 96814 Honolulu
6.3 HI 96814 Honolulu
6.4 HI 96814 Honolulu
----------------------------------------------------------------------------------------------------------------------------------
12 IL 60610 Xxxx 66,250,000.00 No 5.6800% 0.0300% Xx
00 XX 00000 Fairfax 56,000,000.00 No 5.7600% 0.0500% No
----------------------------------------------------------------------------------------------------------------------------------
18 Various Various Various 49,000,000.00 No 5.7200% 0.0200% No
18.1 XX 00000 Los Angeles
18.2 XX 00000 King
18.3 CA 90040 Los Angeles
18.4 XX 00000 King
----------------------------------------------------------------------------------------------------------------------------------
19 VA 20170 Fairfax 47,500,000.00 No 5.7600% 0.0500% No
22 OR 97006 Washington 40,000,000.00 No 6.2000% 0.0400% Xx
00 XX 00000 Norfolk 37,600,000.00 No 5.5700% 0.0400% No
----------------------------------------------------------------------------------------------------------------------------------
25 CA 90058 Los Angeles 37,220,000.00 No 5.4200% 0.0200% No
25.1 XX 00000 Los Angeles
25.2 XX 00000 Los Angeles
25.3 XX 00000 Los Angeles
----------------------------------------------------------------------------------------------------------------------------------
26 Various Various Various 37,000,000.00 No 5.8700% 0.0200% No
26.1 SC 29611 Greenville
26.2 SC 00000 Xxxxxxxxxxx
00.0 XX 00000 Xxxxx
26.4 SC 00000 Xxxxxxxxxxx
00.0 XX 00000 York
26.6 SC 00000 Xxxxxxxxxxx
00.0 XX 00000 Sumter
----------------------------------------------------------------------------------------------------------------------------------
28 OR Various Various 35,000,000.00 No 5.7200% 0.0200% No
28.1 OR 97222 Clackamas
28.2 OR 00000 Xxxxxxxxx
00.0 XX 00000 Clackamas
28.4 OR 97070 Washington
----------------------------------------------------------------------------------------------------------------------------------
30 TN Various Various 32,450,000.00 No 5.5200% 0.0200% No
30.1 TN 37406 Xxxxxxxx
30.2 TN 38118 Shelby
30.3 TN 38118 Shelby
30.4 TN 38118 Shelby
30.5 TN 38118 Shelby
30.6 TN 38118 Shelby
30.7 TN 38118 Shelby
30.8 TN 38118 Shelby
30.9 TN 38118 Shelby
30.10 TN 38118 Shelby
30.11 TN 37406 Xxxxxxxx
00.00 XX 00000 Shelby
30.13 TN 38118 Shelby
30.14 TN 38118 Shelby
30.15 TN 38118 Shelby
30.16 TN 38118 Shelby
30.17 TN 38118 Shelby
30.18 TN 38118 Shelby
30.19 TN 38118 Shelby
30.20 TN 38118 Shelby
----------------------------------------------------------------------------------------------------------------------------------
33 XX 00000 Los Angeles 29,000,000.00 No 5.5000% 0.0200% Xx
00 XX 00000 Xxxxx 22,700,000.00 No 5.6200% 0.0400% No
----------------------------------------------------------------------------------------------------------------------------------
44 IL Various Various 21,000,000.00 No 5.6100% 0.0200% No
44.1 IL 60047 Xxxx
00.0 XX 00000 DuPage
44.3 IL 60459 Xxxx
----------------------------------------------------------------------------------------------------------------------------------
48 XX 00000 Contra Costa 20,200,000.00 No 5.7000% 0.0200% Xx
00 XX 00000 DuPage 20,000,000.00 No 6.4600% 0.0200% No
53 PA 16509 Erie 19,200,000.00 No 5.9800% 0.0200% No
----------------------------------------------------------------------------------------------------------------------------------
57 TN 38115 Shelby 17,300,000.00 No 6.1000% 0.0400% No
57.1 TN 38115 Shelby
57.2 TN 38115 Shelby
----------------------------------------------------------------------------------------------------------------------------------
67 XX 00000 Hennepin 15,968,805.45 No 5.7100% 0.0200% No
70 MD 21090 Xxxx Arundel 15,200,000.00 No 5.6800% 0.0700% Xx
00 XX 00000 Placer 15,100,000.00 No 5.4500% 0.0200% Xx
00 XX 00000 Cumberland 14,300,000.00 No 5.5300% 0.0200% Xx
00 XX 00000 Shasta 14,200,000.00 No 5.9400% 0.0200% Xx
00 XX 00000 Miami-Dade 14,000,000.00 No 5.5500% 0.0200% Xx
00 XX 00000 Pulaski 13,650,000.00 No 5.8000% 0.0200% Xx
00 XX 00000 Maricopa 13,300,000.00 No 5.5300% 0.0200% Xx
00 XX 00000 Xxxx Xxxxx 13,176,000.00 No 5.8800% 0.0700% Xx
00 XX 00000 Riverside 12,700,000.00 No 6.1500% 0.0200% Xx
00 XX 00000 Xxx 12,080,000.00 No 5.7900% 0.0200% Xx
00 XX 00000 Shelby 12,000,000.00 No 5.8820% 0.0400% Xx
00 XX 00000 Xxxxx 11,600,000.00 No 5.7100% 0.0200% No
105 FL 33647 Hillsborough 10,800,000.00 No 5.4800% 0.0700% No
113 MA 02116 Suffolk 10,000,000.00 No 5.4600% 0.0700% No
000 XX 00000 Orange 10,000,000.00 No 5.5500% 0.0200% No
000 XX 00000 Sonoma 10,000,000.00 No 5.6200% 0.0200% No
116 ME 04106 Cumberland 10,000,000.00 No 5.6700% 0.0200% Xx
000 XX 00000 Xxxxxx 9,000,000.00 No 5.6400% 0.0700% No
000 XX 00000 Pinellas 8,750,000.00 No 5.8000% 0.0200% No
136 MI 49424 Ottawa 8,600,000.00 No 5.8000% 0.0200% No
139 XX 00000 Xxxxxx 8,500,000.00 No 5.7400% 0.0200% Xx
000 XX 00000 Delaware 8,389,593.00 No 5.0200% 0.0200% Xx
000 XX 00000 Cuyahoga 7,920,000.00 No 5.7500% 0.0700% No
157 CA 93710 Fresno 7,900,000.00 No 5.6600% 0.0200% No
168 GA 30060 Xxxx 7,400,000.00 No 5.5600% 0.0600% Xx
000 XX 00000 Ocean 7,000,000.00 No 6.2100% 0.0200% No
178 SC 29418 Charleston 6,680,000.00 No 5.9200% 0.0200% Xx
000 XX 00000 Xxx Xxxxxxxxxx 6,650,000.00 No 5.8100% 0.0700% No
180 FL 33511 Hillsborough 6,640,000.00 No 6.0000% 0.0200% Xx
000 XX 00000 Milwaukee 6,635,000.00 No 5.8400% 0.0700% Xx
000 XX 00000 Xxxxxxxx xx Xxxxxxxx 6,000,000.00 No 5.5400% 0.0200% Xx
000 XX 00000 Coconino 5,988,856.40 No 5.9300% 0.1200% Xx
000 XX 00000 Macomb 5,760,000.00 No 5.7900% 0.0700% No
202 IL 60007 Xxxx 5,750,000.00 No 5.6700% 0.0200% Xx
000 XX 00000 Dupage 5,650,000.00 No 5.6900% 0.0200% Xx
000 XX 00000 Xxxxxxxx 5,293,914.87 No 5.6900% 0.1000% No
211 XX 00000 Jefferson 5,289,711.97 No 5.7300% 0.1000% No
000 XX 00000 Broward 5,144,000.00 No 5.7200% 0.0200% No
000 XX 00000 Miami-Dade 5,000,000.00 No 5.5300% 0.0200% No
219 XX 00000 King 4,986,347.67 No 5.9900% 0.0700% No
220 NY 14217 Erie 4,900,000.00 No 6.0500% 0.0200% Xx
000 XX 00000 Xxxxxxx Xxxx 4,900,000.00 No 6.4600% 0.1000% No
224 NY 14221 Erie 4,700,000.00 No 6.0500% 0.0200% No
226 NC 28262 Mecklenburg 4,591,207.09 No 5.8000% 0.1000% Xx
000 XX 00000 Vanderburgh 4,400,000.00 No 5.6900% 0.0200% Xx
000 XX 00000 Xxxxxxxx 4,395,611.39 No 5.9900% 0.0200% No
----------------------------------------------------------------------------------------------------------------------------------
234 NY Various Various 4,292,207.64 No 6.0400% 0.0200% No
234.1 XX 00000 Erie
234.2 NY 14092 Niagara
234.3 NY 14216 Erie
----------------------------------------------------------------------------------------------------------------------------------
236 VA 20191 Fairfax 4,200,000.00 No 5.5000% 0.0200% Xx
000 XX 00000 Xxx Xxxxxxxxxx 4,100,000.00 No 5.7100% 0.0200% No
238 NC 28144 Rowan 4,020,923.62 No 5.9100% 0.1000% Xx
000 XX 00000 Will 3,989,228.66 No 6.0700% 0.0200% No
243 SC 29464 Charleston 3,892,610.65 No 5.8400% 0.1000% No
----------------------------------------------------------------------------------------------------------------------------------
245 VA 23602 Newport News City 2,313,185.26 Yes 5.8300% 0.1200% Xx
000 XX 00000 Xxxxxxx Xxxx 1,395,887.64 Yes 5.8300% 0.1200% No
----------------------------------------------------------------------------------------------------------------------------------
247 MA 01760 Middlesex 3,700,000.00 No 5.7200% 0.0200% No
250 SC 29649 Greenwood 3,664,022.34 No 5.6900% 0.0500% No
254 NC 28412 New Hanover 3,520,000.00 No 5.6700% 0.0200% Xx
000 XX 00000 Xxxxxxxx 3,513,649.73 No 6.0600% 0.1000% No
256 XX 00000 Shelby 3,493,324.47 No 5.8100% 0.0200% Xx
000 XX 00000 Tarrant 3,492,919.13 No 5.5400% 0.0200% No
259 FL 32127 Volusia 3,400,000.00 No 5.9900% 0.0200% No
260 MD 21042 Xxxxxx 3,396,536.85 No 5.8800% 0.1000% Xx
000 XX 00000 Xxxxxx 3,350,617.61 No 5.8600% 0.0700% Xx
000 XX 00000 Xxxxxxxxxx Xxxx 3,246,721.05 No 5.9300% 0.1000% No
265 PA 15037 Allegheny 3,184,193.18 No 6.0200% 0.0200% No
267 XX 00000 Xxxxxx 3,100,000.00 No 5.9000% 0.0200% No
269 IL 60613 Xxxx 3,000,000.00 No 5.7600% 0.0200% No
000 XX 00000 Orange 2,800,000.00 No 5.7700% 0.0200% Xx
000 XX 00000 Xxxx 2,795,139.20 No 6.2300% 0.0200% No
274 PA 15237 Allegheny 2,550,000.00 No 5.9500% 0.1000% Xx
000 XX 00000 Xxxxx Xxxxx 2,500,000.00 No 5.6000% 0.0700% No
000 XX 00000 Manatee 2,495,570.47 No 6.1400% 0.0200% No
279 CA 90815 Los Angeles 2,475,000.00 No 6.0600% 0.0700% No
285 MO 65584 Pulaski 2,300,000.00 No 5.9000% 0.0200% No
287 SC 29020 Kershaw 2,297,670.64 No 5.9100% 0.1450% No
000 XX 00000 Broward 2,295,961.58 No 6.1800% 0.0200% No
289 PA 15010 Beaver 2,293,455.36 No 5.7500% 0.0200% No
292 XX 00000 Xxxxxx 2,147,814.24 No 5.8900% 0.0200% No
295 XX 00000 Bullitt 1,980,939.53 No 6.7600% 0.0200% No
000 XX 00000 Orange 1,961,526.26 No 6.1500% 0.0200% Xx
000 XX 00000 Portage 1,796,796.29 No 6.1200% 0.0800% Xx
000 XX 00000 Rensselaer 1,792,419.69 No 5.9600% 0.0200% No
303 LA 70785 Xxxxxxxxxx 1,718,367.99 No 6.2500% 0.0200% Xx
000 XX 00000 Davidson 1,718,251.39 No 5.8900% 0.0200% No
305 FL 32804 Orange 1,648,325.75 No 5.9000% 0.0200% No
307 NC 27409 Guilford 1,498,518.13 No 6.0400% 0.0200% No
000 XX 00000 Orange 1,497,132.74 No 5.8000% 0.0200% No
000 XX 00000 Pitt 1,447,288.95 No 5.9000% 0.1450% No
311 MN 56537 Otter Tail 1,447,264.81 No 5.8600% 0.0200% Xx
000 XX 00000 Xxxxxx 1,423,503.72 No 5.7200% 0.0200% Xx
000 XX 00000 Xxxx 1,422,548.68 No 6.2700% 0.0200% No
000 XX 00000 Xxxxxx 1,415,000.00 No 5.8700% 0.0200% Xx
000 XX 00000 Ulster 1,400,000.00 No 5.9400% 0.0200% No
316 XX 00000 XxXxxxxxx 1,245,818.65 No 6.2000% 0.0200% No
318 PA 15122 Allegheny 1,098,015.53 No 6.0600% 0.0200% No
319 FL 32119 Volusia 1,082,008.73 No 6.1300% 0.0200% No
ADDITIONAL PERIODIC PAYMENT
INTEREST INTEREST RESERVE ON FIRST DUE ORIGINAL TERM
LOAN RATE AFTER MORTGAGE LOAN STATED MATURITY DATE AFTER TO MATURITY /
NUMBER ARD (YES/NO)? LOAN TYPE GRACE PERIOD DATE CLOSING ARD (MONTHS)
-------------------------------------------------------------------------------------------------------------------------------
1 No Interest Only 0 07/05/17 2,133,833.33 120
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
-------------------------------------------------------------------------------------------------------------------------------
4 No Interest Only 5 04/01/17 626,730.88 120
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
-------------------------------------------------------------------------------------------------------------------------------
5 No Interest Only 5 02/01/17 577,005.58 120
-------------------------------------------------------------------------------------------------------------------------------
6 No Interest Only (Note 1) 09/01/11 482,459.03 60
6.1
6.2
6.3
6.4
-------------------------------------------------------------------------------------------------------------------------------
12 No Interest Only 3 06/01/17 324,036.11 120
17 No Interest Only 5 06/01/17 277,760.00 120
-------------------------------------------------------------------------------------------------------------------------------
18 No Interest Only 5 07/01/12 241,352.22 60
18.1
18.2
18.3
18.4
-------------------------------------------------------------------------------------------------------------------------------
19 No Interest Only 5 06/01/17 235,600.00 120
22 No Partial IO/Balloon 5 04/01/17 213,555.56 120
23 No Interest Only 5 04/01/17 180,344.22 120
-------------------------------------------------------------------------------------------------------------------------------
25 No Partial IO/Balloon 5 03/01/17 173,714.01 120
25.1
25.2
25.3
-------------------------------------------------------------------------------------------------------------------------------
26 No Partial IO/Balloon 5 06/01/17 187,024.72 120
26.1
26.2
26.3
26.4
26.5
26.6
26.7
-------------------------------------------------------------------------------------------------------------------------------
28 No Interest Only 5 07/01/12 172,394.44 60
28.1
28.2
28.3
28.4
-------------------------------------------------------------------------------------------------------------------------------
30 No Interest Only 5 06/01/17 154,245.67 120
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
-------------------------------------------------------------------------------------------------------------------------------
33 No Partial IO/Balloon 5 05/01/17 137,347.22 120
42 No Interest Only 7 05/01/17 109,855.39 120
-------------------------------------------------------------------------------------------------------------------------------
44 No Partial IO/Balloon 5 05/01/17 101,447.50 120
44.1
44.2
44.3
-------------------------------------------------------------------------------------------------------------------------------
48 No Interest Only 5 06/01/14 99,148.33 84
50 No Partial IO/Balloon 5 07/01/17 111,255.56 120
53 No Partial IO/Balloon 5 03/01/17 98,869.33 120
-------------------------------------------------------------------------------------------------------------------------------
57 No Partial IO/Balloon 5 02/01/17 90,873.06 120
57.1
57.2
-------------------------------------------------------------------------------------------------------------------------------
67 No Balloon 5 05/01/17 92,965.49 120
70 No Interest Only 5 04/01/17 74,344.89 120
71 No Partial IO/Balloon 5 06/01/17 70,865.14 120
75 No Partial IO/Balloon 5 05/01/17 68,095.81 120
76 No Interest Only 5 04/01/14 72,633.00 84
79 No Interest Only 5 06/01/17 66,908.33 120
80 No Interest Only 5 05/01/17 68,174.17 120
84 No Interest Only 5 05/01/17 63,333.86 120
86 No Partial IO/Balloon 5 05/01/17 66,714.48 120
89 No Partial IO/Balloon 5 06/01/17 67,257.08 120
93 No Interest Only 5 05/01/17 60,228.87 120
95 No Partial IO/Balloon 5 02/01/17 60,780.67 120
97 No Partial IO/Balloon 5 06/01/17 57,036.56 120
105 No Partial IO/Balloon 5 05/01/17 50,964.00 120
113 No Interest Only 5 05/01/17 47,016.67 120
114 No Interest Only 5 06/01/17 47,791.67 120
115 No Partial IO/Balloon 5 05/01/17 48,394.44 120
116 No Interest Only 5 06/01/17 48,825.00 120
133 No Partial IO/Balloon 5 05/01/17 43,710.00 120
134 No Interest Only 5 06/01/14 43,701.39 84
136 No Partial IO/Balloon 5 04/01/17 42,952.22 120
139 No Partial IO/Balloon 5 05/01/17 42,013.61 120
141 No Interest Only 5 05/01/12 36,266.35 60
156 No Partial IO/Balloon 5 06/01/17 39,215.00 120
157 No Partial IO/Balloon 5 06/01/17 38,503.72 120
168 No Interest Only 5 05/01/17 35,429.56 120
173 No Partial IO/Balloon 5 06/01/17 37,432.50 120
178 No Partial IO/Balloon 5 06/01/17 34,053.16 120
179 No Partial IO/Balloon 5 05/01/17 33,270.32 120
180 No Partial IO/Balloon 5 05/01/14 34,306.67 84
181 No Partial IO/Balloon 5 05/01/17 33,366.68 120
192 No Partial IO/Balloon 5 06/01/17 28,623.33 120
196 No Balloon 5 05/01/17 35,703.45 120
201 No Interest Only 5 06/01/17 28,718.40 120
202 No Interest Only 5 05/01/12 28,074.38 60
203 No Interest Only 5 05/01/17 27,683.43 120
210 No Balloon 5 05/01/17 37,147.89 120
211 No Balloon 5 05/01/17 30,862.06 120
214 No Partial IO/Balloon 5 05/01/17 25,337.06 120
218 No Interest Only 5 05/01/17 23,809.72 120
219 No Balloon 5 05/01/17 32,184.51 120
220 No Partial IO/Balloon 5 05/01/17 25,527.64 120
221 No Partial IO/Balloon 5 04/01/17 27,257.61 120
224 No Partial IO/Balloon 5 05/01/17 24,485.69 120
226 No Balloon 5 05/01/17 26,990.64 120
232 No Partial IO/Balloon 5 05/01/17 21,558.78 120
233 No Balloon 5 06/01/17 26,351.94 120
-------------------------------------------------------------------------------------------------------------------------------
234 No Balloon 5 05/01/17 25,891.36 120
234.1
234.2
234.3
-------------------------------------------------------------------------------------------------------------------------------
236 No Interest Only 7 05/01/14 19,891.67 84
237 No Partial IO/Balloon 5 06/01/17 20,159.47 120
238 No Balloon 15 06/01/17 23,899.51 120
240 No Balloon 5 05/01/17 25,943.49 120
243 No Balloon 5 05/01/17 22,982.81 120
-------------------------------------------------------------------------------------------------------------------------------
245 No Balloon 5 04/01/17 13,657.02 120
246 No Balloon 5 04/01/17 8,241.31 120
-------------------------------------------------------------------------------------------------------------------------------
247 No Partial IO/Balloon 5 05/01/17 18,224.56 120
250 No Balloon 5 05/01/17 25,710.78 120
254 No Partial IO/Balloon 15 06/01/17 17,186.40 120
255 No Balloon 7 05/01/17 21,240.15 120
256 No Balloon 5 05/01/17 20,558.65 120
257 No Balloon 5 05/01/17 19,960.54 120
259 No Partial IO/Balloon 5 05/01/17 17,537.39 120
260 No Balloon 5 06/01/17 20,123.15 120
261 No Balloon 5 05/01/17 21,361.90 120
264 No Balloon 7 06/01/17 19,339.37 120
265 No Balloon 5 05/01/17 19,166.70 120
267 No Partial IO/Balloon 5 04/01/17 15,749.72 120
269 No Partial IO/Balloon 5 05/01/17 14,880.00 120
270 No Partial IO/Balloon 5 05/01/17 13,912.11 120
271 No Balloon 5 05/01/17 17,203.68 120
274 No Partial IO/Balloon 5 05/01/17 13,065.21 120
276 No Interest Only 5 05/01/17 12,055.56 120
278 No Balloon 5 05/01/17 15,214.52 120
279 No Partial IO/Balloon 5 05/01/17 12,915.38 120
285 No Partial IO/Balloon 5 05/01/17 11,685.28 120
287 No Balloon 5 06/01/17 13,656.86 120
288 No Balloon 5 05/01/12 14,056.95 60
289 No Balloon 5 05/01/17 14,469.45 120
292 No Balloon 5 06/01/17 12,738.68 120
295 No Fully Amortizing 5 04/01/22 17,709.28 180
296 No Balloon 5 05/01/17 11,971.33 120
301 No Balloon 5 05/01/17 10,931.17 120
302 No Balloon 5 04/01/17 11,553.45 120
303 No Balloon 5 06/01/17 10,590.34 120
304 No Balloon 5 06/01/17 10,190.94 120
305 No Balloon 5 06/01/17 9,786.75 120
307 No Balloon 15 06/01/17 9,031.87 120
308 No Balloon 5 05/01/17 8,801.30 120
310 No Balloon 15 05/01/17 8,600.48 120
311 No Balloon 5 05/01/17 8,563.40 120
312 No Balloon 5 06/01/17 8,288.78 120
313 No Balloon 5 05/01/17 8,792.51 120
314 No Partial IO/Balloon 5 05/01/17 7,152.43 120
315 No Partial IO/Balloon 5 05/01/17 7,161.00 120
316 No Balloon 5 05/01/17 7,643.61 120
318 No Balloon 5 05/01/17 6,637.55 120
319 No Balloon 5 04/01/17 6,596.08 120
STATED STATED
REMAINING TERM ORIGINAL REMAINING DEFEASANCE
LOAN TO MATURITY / AMORTIZATION AMORTIZATION LOAN PROPERTY
NUMBER ARD (MONTHS) TERM (MONTHS) TERM (MONTHS) (YES/NO)? BORROWER'S INTEREST PROPERTY SIZE SIZE TYPE
-----------------------------------------------------------------------------------------------------------------------------------
1 120 Interest Only Interest Only No (Note 4) Fee Simple 7,297,943 SF
1.1 Fee Simple 245,774 SF
1.2 Fee Simple 260,797 SF
1.3 Fee Simple 227,209 SF
1.4 Fee Simple 307,716 SF
1.5 Fee Simple 312,546 SF
1.6 Fee Simple 273,307 SF
1.7 Fee Simple 281,244 SF
1.8 Fee Simple 240,560 SF
1.9 Fee Simple 272,385 SF
1.10 Fee Simple 227,085 SF
1.11 Fee Simple 108,565 SF
1.12 Fee Simple 217,619 SF
1.13 Fee Simple 132,745 SF
1.14 Fee Simple 271,729 SF
1.15 Fee Simple 149,658 SF
1.16 Fee Simple 126,486 SF
1.17 Fee Simple 186,212 SF
1.18 Fee Simple 130,609 SF
1.19 Fee Simple 152,667 SF
1.20 Fee Simple 119,197 SF
1.21 Fee Simple 243,176 SF
1.22 Fee Simple 158,222 SF
1.23 Fee Simple 89,627 SF
1.24 Fee Simple 82,441 SF
1.25 Fee Simple 104,460 SF
1.26 Fee Simple 204,216 SF
1.27 Fee Simple 121,766 SF
1.28 Fee Simple 71,430 SF
1.29 Fee Simple 66,539 SF
1.30 Fee Simple 98,317 SF
1.31 Fee Simple 69,471 SF
1.32 Fee Simple 137,757 SF
1.33 Fee Simple 125,653 SF
1.34 Fee Simple 90,566 SF
1.35 Fee Simple 83,929 SF
1.36 Fee Simple 95,229 SF
1.37 Fee Simple 117,723 SF
1.38 Fee Simple 93,643 SF
1.39 Fee Simple 70,555 SF
1.40 Fee Simple 128,210 SF
1.41 Fee Simple 75,492 SF
1.42 Fee Simple 73,271 SF
1.43 Fee Simple 67,721 SF
1.44 Fee Simple 76,512 SF
1.45 Fee Simple 62,840 SF
1.46 Fee Simple 60,712 SF
1.47 Fee Simple 67,475 SF
1.48 Fee Simple 73,986 SF
1.49 Fee Simple 68,927 SF
1.50 Fee Simple 66,986 SF
1.51 Fee Simple 49,097 SF
1.52 Fee Simple 57,884 SF
-----------------------------------------------------------------------------------------------------------------------------------
4 117 Interest Only Interest Only Yes Fee Simple 951 Units
4.1 Fee Simple 43 Units
4.2 Fee Simple 31 Units
4.3 Fee Simple 25 Units
4.4 Fee Simple 25 Units
4.5 Fee Simple 22 Units
4.6 Fee Simple 24 Units
4.7 Fee Simple 31 Units
4.8 Fee Simple 45 Units
4.9 Fee Simple 38 Units
4.10 Fee Simple 25 Units
4.11 Fee Simple 22 Units
4.12 Fee Simple 16 Units
4.13 Fee Simple 38 Units
4.14 Fee Simple 21 Units
4.15 Fee Simple 18 Units
4.16 Fee Simple 38 Units
4.17 Fee Simple 31 Units
4.18 Fee Simple 40 Units
4.19 Fee Simple 21 Units
4.20 Fee Simple 19 Units
4.21 Fee Simple 21 Units
4.22 Fee Simple 35 Units
4.23 Fee Simple 19 Units
4.24 Fee Simple 19 Units
4.25 Fee Simple 21 Units
4.26 Fee Simple 41 Units
4.27 Fee Simple 29 Units
4.28 Fee Simple 27 Units
4.29 Fee Simple 6 Units
4.30 Fee Simple 13 Units
4.31 Fee Simple 6 Units
4.32 Fee Simple 6 Units
4.33 Fee Simple 6 Units
4.34 Fee Simple 6 Units
4.35 Fee Simple 6 Units
4.36 Fee Simple 6 Units
4.37 Fee Simple 12 Units
4.38 Fee Simple 12 Units
4.39 Fee Simple 19 Units
4.40 Fee Simple 18 Units
4.41 Fee Simple 18 Units
4.42 Fee Simple 23 Units
4.43 Fee Simple 9 Units
-----------------------------------------------------------------------------------------------------------------------------------
5 115 Interest Only Interest Only Yes (Note 5) Fee in Part, Leasehold in Part 559,983 SF
-----------------------------------------------------------------------------------------------------------------------------------
6 50 Interest Only Interest Only Yes (Note 6) Fee in Part, Leasehold in Part 1,989,759 SF
6.1 Fee Simple 1,606,435 SF
6.2 Fee Simple 199,362 SF
6.3 Fee in Part, Leasehold in Part 169,918 SF
6.4 Fee Simple 14,044 SF
-----------------------------------------------------------------------------------------------------------------------------------
12 119 Interest Only Interest Only Yes Fee Simple 1,567,592 SF
17 119 Interest Only Interest Only No Fee Simple 203,218 SF
-----------------------------------------------------------------------------------------------------------------------------------
18 60 Interest Only Interest Only Yes Fee Simple 1,195,103 SF
18.1 Fee Simple 483,156 SF
18.2 Fee Simple 260,620 SF
18.3 Fee Simple 223,027 SF
18.4 Fee Simple 228,300 SF
-----------------------------------------------------------------------------------------------------------------------------------
19 119 Interest Only Interest Only No Fee Simple 263,137 SF
22 117 360 360 Yes Fee Simple 386,351 SF
23 117 Interest Only Interest Only Yes Fee Simple 197,000 SF
-----------------------------------------------------------------------------------------------------------------------------------
25 116 360 360 Yes Fee Simple 601,979 SF
25.1 Fee Simple 270,467 SF
25.2 Fee Simple 221,512 SF
25.3 Fee Simple 110,000 SF
-----------------------------------------------------------------------------------------------------------------------------------
26 119 360 360 Yes Fee Simple 1,032 Units
26.1 Fee Simple 308 Units
26.2 Fee Simple 200 Units
26.3 Fee Simple 128 Units
26.4 Fee Simple 100 Units
26.5 Fee Simple 96 Units
26.6 Fee Simple 100 Units
26.7 Fee Simple 100 Units
-----------------------------------------------------------------------------------------------------------------------------------
28 60 Interest Only Interest Only Yes Fee Simple 1,162,857 SF
28.1 Fee Simple 407,352 SF
28.2 Fee Simple 348,249 SF
28.3 Fee Simple 280,706 SF
28.4 Fee Simple 126,550 SF
-----------------------------------------------------------------------------------------------------------------------------------
30 119 Interest Only Interest Only No Fee Simple 2,302,827 SF
30.1 Fee Simple 500,000 SF
30.2 Fee Simple 251,685 SF
30.3 Fee Simple 175,275 SF
30.4 Fee Simple 161,350 SF
30.5 Fee Simple 118,320 SF
30.6 Fee Simple 102,400 SF
30.7 Fee Simple 97,716 SF
30.8 Fee Simple 144,000 SF
30.9 Fee Simple 121,345 SF
30.10 Fee Simple 94,500 SF
30.11 Fee Simple 86,072 SF
30.12 Fee Simple 80,000 SF
30.13 Fee Simple 81,639 SF
30.14 Fee Simple 75,000 SF
30.15 Fee Simple 58,560 SF
30.16 Fee Simple 42,000 SF
30.17 Fee Simple 42,000 SF
30.18 Fee Simple 32,400 SF
30.19 Fee Simple 28,380 SF
30.20 Fee Simple 10,185 SF
-----------------------------------------------------------------------------------------------------------------------------------
33 118 360 360 Yes Fee Simple 102,889 SF
42 118 Interest Only Interest Only Yes (Note 2) Fee Simple 218,649 SF
-----------------------------------------------------------------------------------------------------------------------------------
44 118 360 360 Yes Fee Simple 87,519 SF
44.1 Fee Simple 52,400 SF
44.2 Fee Simple 17,442 SF
44.3 Fee Simple 17,677 SF
-----------------------------------------------------------------------------------------------------------------------------------
48 83 Interest Only Interest Only Yes Fee Simple 111,251 SF
50 120 360 360 Yes Fee Simple 102,230 SF
53 116 300 300 Yes Fee Simple 717 Units
-----------------------------------------------------------------------------------------------------------------------------------
57 115 360 360 Yes Fee Simple 193,029 SF
57.1 Fee Simple 96,755 SF
57.2 Fee Simple 96,274 SF
-----------------------------------------------------------------------------------------------------------------------------------
67 118 360 358 Yes Fee Simple 158,764 SF
70 117 Interest Only Interest Only No Fee Simple 83,162 SF
71 119 360 360 Yes Fee Simple 75,318 SF
75 118 360 360 Yes Fee Simple 106,628 SF
76 81 Interest Only Interest Only Yes Fee Simple 122,091 SF
79 119 Interest Only Interest Only Yes Fee Simple 253 Rooms
80 118 Interest Only Interest Only Yes (Note 2) Fee Simple 101,977 SF
84 118 Interest Only Interest Only No Fee Simple 288 Units
86 118 360 360 Yes Fee Simple 150,270 SF
89 119 360 360 Yes Fee Simple 61,505 SF
93 118 Interest Only Interest Only Yes Fee Simple 205,904 SF
95 115 360 360 Yes Fee Simple 98,641 SF
97 119 360 360 No Fee Simple 58,142 SF
105 118 360 360 Yes Fee Simple 87,143 SF
113 118 Interest Only Interest Only Yes Fee Simple 52,810 SF
114 119 Interest Only Interest Only Yes Fee Simple 54,266 SF
115 118 360 360 Yes Fee Simple 56,932 SF
116 119 Interest Only Interest Only Yes Fee Simple 74,688 SF
133 118 360 360 Yes Fee Simple 34,453 SF
134 83 Interest Only Interest Only Yes Fee Simple 213 Units
136 117 360 360 Yes Fee Simple 60,589 SF
139 118 360 360 Yes Fee Simple 38,567 SF
141 58 Interest Only Interest Only No Fee Simple 86,072 SF
156 119 360 360 No Fee Simple 296,965 SF
157 119 360 360 Yes Fee Simple 46,533 SF
168 118 Interest Only Interest Only Yes Fee Simple 64,574 SF
173 119 360 360 Yes Fee Simple 29,862 SF
178 119 360 360 Yes Fee Simple 42,046 SF
179 118 360 360 Yes (Note 2) Fee Simple 14,153 SF
180 82 360 360 Yes Fee Simple 27,555 SF
181 118 360 360 Yes Fee Simple 128 Units
192 119 360 360 Yes Fee Simple 11,378 SF
196 118 360 358 Yes Fee Simple 98,499 SF
201 119 Interest Only Interest Only No Fee Simple 129,885 SF
202 58 Interest Only Interest Only Yes Fee Simple 40,320 SF
203 118 Interest Only Interest Only Yes Fee Simple 56,551 SF
210 118 240 238 Yes Fee Simple 72 Rooms
211 118 360 358 No Fee Simple 36,548 SF
214 118 360 360 Yes Fee Simple 33,752 SF
218 118 Interest Only Interest Only Yes Fee Simple 145 Rooms
219 118 300 298 No Fee Simple 11,082 SF
220 118 300 300 Yes Fee Simple 144 Units
221 117 360 360 Yes Fee Simple 45,976 SF
224 118 300 300 Yes Fee Simple 61 Units
226 118 360 358 Yes Fee Simple 121 Rooms
232 118 360 360 Yes Fee Simple 110 Rooms
233 119 360 359 Yes Fee Simple 109 Units
-----------------------------------------------------------------------------------------------------------------------------------
234 118 360 358 Yes Fee Simple 113 Units
234.1 Fee Simple 49 Units
234.2 Fee Simple 31 Units
234.3 Fee Simple 33 Units
-----------------------------------------------------------------------------------------------------------------------------------
236 82 Interest Only Interest Only No Fee Simple 44,496 SF
237 119 360 360 Yes Fee Simple 61,978 SF
238 119 360 359 No Fee Simple 13,650 SF
240 118 300 298 No Fee Simple 42,415 SF
243 118 360 358 Yes Leasehold 19,249 SF
-----------------------------------------------------------------------------------------------------------------------------------
245 117 360 357 Yes Fee Simple 61 Units
246 117 360 357 Yes Fee Simple 48 Units
-----------------------------------------------------------------------------------------------------------------------------------
247 118 360 360 Yes Fee Simple 28,244 SF
250 118 240 238 Yes Leasehold 74 Rooms
254 119 360 360 Yes Fee Simple 41,400 SF
255 118 360 358 No Fee Simple 16,130 SF
256 118 360 358 Yes Fee Simple 14,820 SF
257 118 360 358 Yes Fee Simple 187 Units
259 118 360 360 Yes Fee Simple 140 Units
260 119 360 359 No Fee Simple 16,800 SF
261 118 300 298 Yes Fee Simple 64 Rooms
264 119 360 359 Yes Fee Simple 96 Units
265 118 360 358 No Fee Simple 170 Units
267 117 360 360 Yes Fee Simple 48,965 SF
269 118 360 360 Yes Fee Simple 36 Units
270 118 360 360 Yes Fee Simple 14,863 SF
271 118 360 358 Yes Fee Simple 65,630 SF
274 118 360 360 Yes Fee Simple 5,547 SF
276 118 Interest Only Interest Only Yes Fee Simple 9,226 SF
278 118 360 358 Yes Fee Simple 102 Units
279 118 360 360 No Fee Simple 6,070 SF
285 118 240 240 Yes Fee Simple 32,100 SF
287 119 360 359 No Fee Simple 22,670 SF
288 58 360 358 Yes Fee Simple 114 Units
289 118 300 298 Yes Fee Simple 55,000 SF
292 119 360 359 Yes Fee Simple 185 Units
295 177 180 177 Yes Fee Simple 64 Rooms
296 118 360 358 No Fee Simple 20,500 SF
301 118 360 358 Yes Fee Simple 94 Units
302 117 300 297 Yes Fee Simple 35,190 SF
303 119 360 359 Yes Fee Simple 41,577 SF
304 119 360 359 Yes Fee Simple 83 Units
305 119 360 359 Yes Fee Simple 42,400 SF
307 119 360 359 Yes Fee Simple 37,924 SF
308 118 360 358 Yes Fee Simple 3,200 SF
310 118 360 358 Yes Fee Simple 119 Units
311 118 360 358 Yes Fee Simple 29 Units
312 119 360 359 Yes Fee Simple 88 Units
313 118 360 358 Yes Fee Simple 37,065 SF
314 118 360 360 Yes Fee Simple 26,720 SF
315 118 360 360 Yes Fee Simple 35,600 SF
316 118 360 358 Yes Fee Simple 9,573 SF
318 118 360 358 No Fee Simple 114 Units
319 117 360 357 Yes (Note 7) Fee Simple 3,674 SF
ESCROWED ESCROWED
ESCROWED ESCROWED REPLACEMENT REPLACEMENT ESCROWED TI/LC
LOAN LOCKBOX ANNUAL REAL ANNUAL RESERVES INITIAL RESERVES CURRENT RESERVES
NUMBER (YES/NO)? ESTATE TAXES INSURANCE DEPOSIT ANNUAL DEPOSIT INITIAL DEPOSIT
------------------------------------------------------------------------------------------------------
1 No No No 0 0 0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
------------------------------------------------------------------------------------------------------
4 No Yes No 26,560,000 237,750 NAP
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
------------------------------------------------------------------------------------------------------
5 Yes Yes Yes 0 112,682 2,000,000
------------------------------------------------------------------------------------------------------
6 Yes No No 0 0 0
6.1
6.2
6.3
6.4
------------------------------------------------------------------------------------------------------
12 Yes Yes Yes 0 0 14,000,000
17 Yes Yes Yes 0 0 0
------------------------------------------------------------------------------------------------------
18 Yes No No 0 0 0
18.1
18.2
18.3
18.4
------------------------------------------------------------------------------------------------------
19 No Yes Yes 0 0 0
22 Yes Yes Yes 0 77,266 3,000,000
23 Yes Yes No 1,000,000 0 0
------------------------------------------------------------------------------------------------------
25 Yes No No 0 0 0
25.1
25.2
25.3
------------------------------------------------------------------------------------------------------
26 Yes Yes Yes 287,919 258,000 NAP
26.1
26.2
26.3
26.4
26.5
26.6
26.7
------------------------------------------------------------------------------------------------------
28 Yes No No 0 0 0
28.1
28.2
28.3
28.4
------------------------------------------------------------------------------------------------------
30 Yes No No 0 0 0
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
------------------------------------------------------------------------------------------------------
33 Yes Yes Yes 0 20,665 0
42 No Yes Yes 0 0 2,200,000
------------------------------------------------------------------------------------------------------
44 Yes Yes Yes 150,000 13,093 0
44.1
44.2
44.3
------------------------------------------------------------------------------------------------------
48 No Yes Yes 0 18,913 0
50 No Yes Yes 0 20,446 5,000,000 (LOC)
53 No Yes Yes 481,250 186,250 NAP
------------------------------------------------------------------------------------------------------
57 No Yes Yes 0 0 2,500,000
57.1
57.2
------------------------------------------------------------------------------------------------------
67 No Yes Yes 0 29,767 0
70 No Yes Yes 0 16,632 0
71 No No No 0 7,500 0
75 No No No 0 0 0
76 No Yes Yes 0 18,314 0
79 No Yes Yes 0 342,308 NAP
80 Yes No No 0 0 0
84 No Yes Yes 0 57,600 NAP
86 No Yes Yes 0 22,541 0
89 No Yes Yes 0 12,301 0
93 No Yes Yes 84,375 30,886 0
95 Yes Yes Yes 0 19,728 0
97 No Yes Yes 0 8,721 0
105 No Yes Yes 0 15,686 0
113 No No No 0 0 0
114 No No No 0 0 0
115 No No Xx 0 0 0
000 Xx Yes Yes 0 11,203 0
133 No Yes Yes 0 6,891 0
134 No Yes Yes 0 5,325 NAP
136 Yes Yes Yes 0 0 0
139 No Yes Yes 0 0 0
141 No No No 0 0 0
156 No No No 0 29,697 445,500 (LOC)
157 No Yes Yes 0 2,991 0
168 No No Xx 0 0 0
000 Xx Yes Yes 0 5,972 0
178 No Yes Yes 0 0 0
179 No Yes Yes 0 2,130 0
180 No Yes Yes 0 0 0
181 No No No 0 32,000 NAP
192 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
201 No No No 0 0 0
202 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
210 No Yes Yes 0 64,908 NAP
211 No Yes Yes 0 5,482 0
214 No Yes Yes 0 6,750 0
218 No Yes Yes 0 170,474 NAP
219 No No Xx 0 0 0
000 Xx Yes Yes 0 36,000 NAP
221 No No No 0 9,195 0
224 No Yes Yes 60,000 15,240 NAP
226 No Yes Yes 0 76,459 NAP
232 No Yes Yes 0 76,292 NAP
233 No Yes Yes 0 27,250 NAP
------------------------------------------------------------------------------------------------------
234 No Yes Yes 0 28,250 NAP
234.1
234.2
234.3
------------------------------------------------------------------------------------------------------
236 No No Xx 0 0 0
000 Xx Yes Yes 0 9,300 0
238 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
243 No Yes Yes 0 0 0
------------------------------------------------------------------------------------------------------
245 No Yes Yes 0 15,250 NAP
246 No Yes Yes 0 12,000 NAP
------------------------------------------------------------------------------------------------------
247 No Yes Yes 0 4,237 0
250 No Yes Yes 0 76,201 NAP
254 Yes Yes Yes 0 6,210 0
255 No Yes Yes 0 2,425 0
256 No No Xx 0 0 0
000 Xx Yes Yes 0 56,100 NAP
259 No Yes Yes 0 0 NAP
260 No Yes Yes 0 2,520 25,945
261 No Yes Yes 0 56,924 NAP
264 No Yes Yes 0 24,000 NAP
265 No No No 0 8,500 NAP
267 No Yes Yes 0 8,324 NAP
269 No Yes No 0 9,000 NAP
270 No No Xx 0 0 0
000 Xx Yes Yes 0 7,163 NAP
274 No Yes Yes 0 827 0
276 No No Xx 0 0 0
000 Xx Yes Yes 0 5,150 NAP
279 No Yes Yes 0 911 0
285 No No No 0 0 0
287 No No Xx 0 0 0
000 Xx Yes Yes 0 0 NAP
289 No Yes Yes 0 8,250 0
292 No Yes Yes 0 9,600 NAP
295 No No No 0 0 NAP
296 No Yes Yes 0 2,050 0
301 No Yes Yes 0 4,700 NAP
302 Yes Yes (LOC) Yes (LOC) 26,395 (LOC) 0 71,135 (LOC)
303 No Yes Yes 0 6,518 NAP
304 No Yes Yes 0 4,150 NAP
305 No Yes Yes 0 6,360 NAP
307 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
310 No Yes Yes 0 5,950 NAP
311 No Yes Yes 0 0 NAP
312 No Yes Yes 0 0 NAP
313 No Yes Yes 0 5,458 NAP
314 No No No 0 0 0
315 No No Xx 0 0 0
000 Xx Yes Yes 0 1,436 0
318 No No No 0 5,700 NAP
319 No No No 0 0 0
ESCROWED TI/LC INITIAL DEFERRED INITIAL
LOAN RESERVES CURRENT MAINTENANCE ENVIRONMENTAL ENVIRONMENTAL
NUMBER ANNUAL DEPOSIT DEPOSIT DEPOSIT HOLDBACK AMOUNT LOC INSURANCE POLICY
-------------------------------------------------------------------------------------------------------
1 0 0 0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
-------------------------------------------------------------------------------------------------------
4 NAP 0 0
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
-------------------------------------------------------------------------------------------------------
5 563,412 0 0
-------------------------------------------------------------------------------------------------------
6 0 0 0
6.1
6.2
6.3
6.4
-------------------------------------------------------------------------------------------------------
12 1,173,444 0 0
17 0 218,609 0 268,800
-------------------------------------------------------------------------------------------------------
18 0 0 0
18.1
18.2
18.3
18.4
-------------------------------------------------------------------------------------------------------
19 0 784,235 0 228,000
22 301,337 0 0
23 0 0 0
-------------------------------------------------------------------------------------------------------
25 0 19,425 0
25.1
25.2
25.3
-------------------------------------------------------------------------------------------------------
26 NAP 212,081 0
26.1
26.2
26.3
26.4
26.5
26.6
26.7
-------------------------------------------------------------------------------------------------------
28 0 0
28.1
28.2
28.3
28.4
-------------------------------------------------------------------------------------------------------
30 0 0 0
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
-------------------------------------------------------------------------------------------------------
33 103,327 0 0
42 0 0
-------------------------------------------------------------------------------------------------------
44 65,465 57,184 0 136,488
44.1
44.2
44.3
-------------------------------------------------------------------------------------------------------
48 33,312 0 0
50 0 0 0
53 NAP 18,750 0
-------------------------------------------------------------------------------------------------------
57 0 0 0
57.1
57.2
-------------------------------------------------------------------------------------------------------
67 148,305 0 0
70 0 0 0
71 0 0 0
75 0 0 0
76 48,836 0 0
79 NAP 181,250 0
80 0 0 0
84 NAP 0 0
86 80,050 0 0
89 61,505 0 0 700,000
93 65,123 3,750 0
95 0 0 0
97 46,514 0 0
105 39,846 6,250 0
113 0 0 0
114 0 0 0
115 0 0 0
116 0 0 0 115,365
133 21,743 0 0
134 NAP 0 0
136 0 0 0
139 0 22,500 0
141 0 0 0
156 0
157 39,474 0 0
168 0 0 0
173 0 0 0
178 6,307 0 0
179 16,875 0 0
180 0 0 0
181 NAP 24,800 0
192 0 0 0
196 0 0 0
201 0 0
202 0 0 0
203 0 12,545 0 106,667
210 NAP 0 0
211 29,250 0 0
214 33,645 0 0
218 NAP 287,500 0
219 0 0 0
220 NAP 77,150 0
221 34,948 0 0
224 NAP 33,000 0
226 NAP 0 0
232 NAP 0 0
233 NAP 0 0
-------------------------------------------------------------------------------------------------------
234 NAP 0 0
234.1
234.2
234.3
-------------------------------------------------------------------------------------------------------
236 0 0 0
237 27,900 0 0
238 0 0 0
240 0 0 0
243 16,047 0 0
-------------------------------------------------------------------------------------------------------
245 NAP 0 0
246 NAP 0 0
-------------------------------------------------------------------------------------------------------
247 19,808 0 4,375
250 NAP 0 0
254 18,446 0 0
255 11,766 0 0
256 0 0 0
257 NAP 0 0
259 NAP 0 0
260 0 0 0
261 NAP 0
264 NAP 0 0
265 NAP 0 0
267 NAP 0 0
269 NAP 0 0
270 0 0 0
271 NAP 0 0
274 0 0 0
276 0 0 0
278 NAP 0 0
279 6,070 0 0
285 0 0 0
287 0 0 0
288 NAP 0 0
289 0 0 0
292 NAP 0 0
295 NAP 0 0
296 10,102 0 0
301 NAP 0 0
302 0 0
303 NAP 34,813 0
304 NAP 0 0
305 NAP 0 0
307 0 24,500 0
308 0 0 0
310 NAP 0 0
311 NAP 0 0
312 NAP 0 0
313 NAP 0 0
314 0 0 0
315 0 0 0
316 7,306 0 0
318 NAP 3,125 0
319 1,837 0 0
LOAN MORTGAGE LOAN GROUP
NUMBER LOAN SELLER NUMBER LOAN / PROPERTY NAME
-------------------------------------------------------------------------------------
9 Capmark 1 Courtyard by Xxxxxxxx - Xxxxxxxx
00 Xxxxxxx 0 Xxxxxxxx Xxxx
00 Xxxxxxx 0 Xxxxxxxxxxx Xxxxxxxx Xxxx
11.1 1 Northmeadow Creekside - 1335
11.2 0 Xxxxxxxxxxx Xxxxxxxxx - 0000
00.0 0 00000 Xxxxxxxxxxx
11.4 1 Xxxxxxx Park - 660
11.5 1 Xxxxxxx Park - 250
11.6 1 Northmeadow Parkside - 1175
11.7 1 Northmeadow Parkside - 1125
11.8 1 Northmeadow Creekside - 1350
11.9 0 Xxxxxxx Xxxxx - 00000
11.10 1 Northmeadow Parkside - 1115
11.11 1 Northmeadow Parkside - 1100
11.12 1 Northmeadow Parkside - 1200
11.13 0 Xxxxxxxxxxx Xxxxxxxxx - 00000
11.14 1 Northmeadow Parkside - 1400
11.15 1 Northmeadow Parkside - 1150
11.16 1 Northmeadow Parkside - 1225
11.17 1 Northmeadow Parkside - 1250
11.18 1 Children's Healthcare
11.19 0 Xxxxxxx Xxxxx - 00000
11.20 0 Xxxxxxx Xxxxx - 00000
15 Capmark 1 Miracle Mile SC
20 Capmark 1 Residence Inn - Rosslyn
21 Capmark 1 Renaissance Club Sport - Walnut Creek
29 Capmark 1 Courtyard by Marriott - Washington Convention Center
51 Capmark 1 Hilton Garden Inn - Detroit
56 Capmark 1 Xxxxxxxxx Xxx - XxXxxx Xxxxxx
00 Xxxxxxx 0 Xxxxxxxxxx Xxxxxxx
82 Capmark 1 Xxxxxx Xxxx Shops
91 Capmark 1 3505 Hayden
101 Capmark 1 MacArthur Center
119 Capmark 2 Nob Hill Apartments
120 Capmark 2 Cambridge and Windgate
120.1 2 Cambridge Townhomes
120.2 0 Xxxxxxxx Xxxxx Apartments
122 Capmark 1 Residence Inn - (UCF) Orlando
124 Capmark 1 0000 Xxxxxx Xxxx Xxxx
135 Capmark 1 Oakmont- Raceway Shopping Center
144 Capmark 1 Northlake and Xxxxxxx Xxxxxxxx Xxxx
000.0 0 Xxxxxxxxx Xxxxxxxx Xxxx
144.2 1 Atlantic Distribution Center
163 Capmark 1 Kings Plaza Medical
176 Capmark 1 Hampton Inn - Fairfax
186 Capmark 2 Mountain Country
000 Xxxxxxx 0 Xxxxx Xxxx Xxxxxx Xxxxxxx
193 Capmark 1 SpringHill Suites - Andover
205 Capmark 1 Pomona Center
239 Capmark 1 Barley Mill
263 Capmark 2 Belvedere Apartments
280 Capmark 1 Xxxxx Office-Retail Building
286 Capmark 2 Pinons Apartments
LOAN
NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE COUNTY
9 000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 Los Angeles
10 0000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 Xxxxxx
11 Various Xxxxxxx XX 00000 Xxxxxx
11.1 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.2 1325 & 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.3 00000 Xxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
11.4 000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 Xxxxxx
11.5 000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 Xxxxxx
11.6 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.7 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.8 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.9 00000 Xxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
11.10 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.11 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.12 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.13 00000 Xxx Xxxxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
11.14 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
11.15 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.16 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.17 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.18 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
11.19 00000 Xxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
11.20 00000 Xxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
15 0000 Xxxxxxx Xxxx Xxxxxxx Xxxxxxxxxxx XX 00000 Allegheny
20 0000 Xxxxx Xxx Xxxxxx Xxxxxxx XX 00000 Arlington
21 0000 Xxxxx Xxxx Xxxxxx Xxxxx XX 00000 Contra Costa
29 000 X Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 District of Columbia
51 000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Xxxxx
56 0000 X Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 District of Columbia
78 000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 Middlesex
82 000-000 Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 Centre
91 0000-0000 Xxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 Los Angeles
101 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000 Dallas
119 000 Xxxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000 Jefferson
000 Xxxxxxx Xxxxxxxxx XX Various Mecklenberg
120.1 0000 Xxxxx Xxxx Xxxx Xxxxxxxxx XX 00000 Mecklenberg
120.2 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
122 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Orange
124 0000 Xxxxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 Delaware
135 0000 Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 Allegheny
144 Various Various GA Various Various
144.1 0000 Xxxxxxxx Xxxx Xxxxxx XX 00000 Dekalb
144.2 3004 Adriatic Court and 0000-0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 Gwinnett
163 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Kings
176 00000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Fairfax City
186 000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 El Paso
188 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxxx XX 00000 Santa Xxxx
193 000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 Essex
205 0000 Xxxx 0xx Xxxxxx Xxxxxx XX 00000 Los Angeles
239 3701 Kennett Pike Greenville DE 19807 New Castle
263 2625 Belvedere Drive Jackson MS 39212 Hinds
280 1514 Broadway Fort Myers FL 33901 Lee
286 3606 Airport Road Colorado Springs CO 80910 El Paso
CROSSE INTEREST
COLLATERALIZED ADDITIONAL RESERVE
CUT-OFF/DATE (MORTGAGE MASTER INTEREST MORTGAGE
LOAN PRINCIPAL LOAN MORTGAGE SERVICING ARD LOAN RATE AFTER LOAN GRACE
NUMBER BALANCE GROUP) RATE FEE RATE (YES/NO)? ARD ARD (YES/NO)? LOAN TYPE PERIOD
9 75,000,000.00 No 5.4000% 0.0200% No No Partial IO/Balloon 5
10 71,000,000.00 No 5.6000% 0.0500% No No Interest Only 5
---------------------------------------------------------------------------------------------------------------------------
11 70,000,000.00 No 5.5280% 0.0200% No No Interest Only 5
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
---------------------------------------------------------------------------------------------------------------------------
15 59,600,000.00 No 5.9000% 0.0200% No No Interest Only 5
20 46,000,000.00 No 5.5850% 0.0200% No No Interest Only 5
21 43,879,983.29 No 6.1800% 0.0200% No No Balloon 5
29 34,000,000.00 No 5.6050% 0.0200% No No Interest Only 5
51 20,000,000.00 No 5.7500% 0.0200% No No Partial IO/Balloon 5
56 17,400,000.00 No 5.8100% 0.0200% No No Partial IO/Balloon 5
78 14,100,000.00 No 6.0100% 0.1000% No No Partial IO/Balloon 0
82 13,500,000.00 No 5.7700% 0.1000% No No Partial IO/Balloon 5
91 12,500,000.00 No 5.8200% 0.1000% No No Balloon 5
101 11,000,000.00 No 5.7600% 0.1000% No No Partial IO/Balloon 5
119 9,800,000.00 No 5.6300% 0.1000% No No Partial IO/Balloon 5
---------------------------------------------------------------------------------------------------------------------------
120 9,750,000.00 No 5.6400% 0.0200% No No Interest Only 5
1
120.2
---------------------------------------------------------------------------------------------------------------------------
120. No 5.7500% 0.0200% No No Partial IO/Balloon 5
122 9,600,000.00
124 9,500,000.00 No 5.9867% 0.0100% No No Partial IO/Balloon 5
135 8,700,000.00 No 5.7700% 0.0200% No No Interest Only 5
---------------------------------------------------------------------------------------------------------------------------
144 8,250,000.00 No 5.5280% 0.0300% No No Interest Only 5
144.1
---------------------------------------------------------------------------------------------------------------------------
163 7,600,000.00 o 5.6100% 0.1000% No No Partial IO/Balloon 5
176 6,739,770.38 No 5.6800% 0.0200% No No Balloon 5
186 6,200,000.00 No 5.7500% 0.1000% No No Partial IO/Balloon 0
188 6,150,000.00 No 5.6100% 0.1000% No No Interest Only 5
193 6,000,000.00 No 6.2300% 0.0200% No No Partial IO/Balloon 0
205 5,500,000.00 No 5.7900% 0.0500% No No Partial IO/Balloon 0
239 4,000,000.00 No 5.8700% 0.1000% No No Interest Only 5
263 3,300,000.00 No 6.2800% 0.1000% No No Partial IO/Balloon 5
280 2,450,000.00 No 6.3000% 0.1000% No Yes Partial IO/Balloon 5
286 2,300,000.00 No 5.9000% 0.1000% No No Partial IO/Balloon 0
ORIGINAL REMAINING
PERIODIC TERM TO TERM TO STATED STATED
PAYMENT ON MATURITY MATURITY ORIGINAL REMAINING DEFEASANCE
LOAN STATED FIRST DUE DATE / ARD / ARD AMORTIZATION AMORTIZATION LOAN BORROWER'S PROPERTY
NUMBER MATURITY DATE AFTER CLOSING (MONTHS) (MONTHS) TERM (MONTHS) TERM (MONTHS) (YES/NO)? INTEREST SIZE
-----------------------------------------------------------------------------------------------------------------------------------
9 04/01/17 348,750.00 120 117 360 360 Yes Fee Simple 314
10 05/01/17 342,377.78 120 118 Interest Only Interest Only Yes Fee Simple 277,362
---------------------------------------------------------------------------------------------------------------------------
11 06/01/12 333,215.56 60 59 Interest Only Interest Only No Fee Simple 1,219,644
11.1 Fee Simple 88,784
11.2 Fee Simple 70,050
11.3 Fee Simple 71,140
11.4 Fee Simple 94,500
11.5 Fee Simple 94,500
11.6 Fee Simple 71,264
11.7 Fee Simple 67,104
11.8 Fee Simple 64,500
11.9 Fee Simple 103,892
11.10 Fee Simple 38,845
11.11 Fee Simple 50,891
11.12 Fee Simple 63,112
11.13 Fee Simple 47,628
11.14 Fee Simple 34,615
11.15 Fee Simple 52,050
11.16 Fee Simple 37,520
11.17 Fee Simple 52,224
11.18 Fee Simple 15,000
11.19 Fee Simple 59,334
11.20 Fee Simple 42,691
---------------------------------------------------------------------------------------------------------------------------
15 06/01/17 302,801.11 120 119 Interest Only Interest Only Yes Fee Simple 294,418
20 05/01/17 221,228.06 120 118 Interest Only Interest Only Yes Fee Simple 176
21 04/01/17 268,915.58 120 117 360 357 Yes Leasehold 175
29 05/01/17 164,101.94 120 118 Interest Only Interest Only Yes Fee Simple 188
51 04/01/17 99,027.78 120 117 360 360 Yes Fee Simple 198
56 04/01/17 87,053.17 120 117 360 360 Yes Fee Simple 107
78 07/01/17 72,971.42 120 120 360 360 Yes Fee Simple 367
82 05/01/17 67,076.25 120 118 360 360 Yes Fee Simple 108,461
91 07/01/17 73,503.41 120 120 360 360 No Fee Simple 57,489
101 05/01/17 54,560.00 120 118 360 360 Yes Fee Simple 124,220
119 04/01/17 47,510.94 120 117 360 360 Yes Fee Simple 232
---------------------------------------------------------------------------------------------------------------------------
120 05/01/12 47,352.50 60 58 Interest Only Interest Only Yes Fee Simple 340
120.1 Fee Simple 144
120.2 Fee Simple 196
---------------------------------------------------------------------------------------------------------------------------
122 04/01/17 47,533.33 120 117 360 360 Yes Fee Simple 99
124 06/01/17 48,974.53 120 119 360 360 No Fee Simple 176,300
135 06/01/17 43,226.92 120 119 Interest Only Interest Only Yes Fee Simple 144,021
---------------------------------------------------------------------------------------------------------------------------
144 06/01/12 39,271.83 60 59 Interest Only Interest Only No Fee Simple 204,031
144.1 Fee Simple 101,736
144.2 Fee Simple 102,295
---------------------------------------------------------------------------------------------------------------------------
163 04/01/17 36,714.33 120 117 360 360 Yes Fee Simple 33,750
176 06/01/17 42,179.62 120 119 300 299 Yes Fee Simple 86
186 06/01/17 30,698.61 120 119 360 360 No Fee Simple 150
188 05/01/17 29,709.63 120 118 Interest Only Interest Only Yes Fee Simple 177
193 10/01/12 32,188.33 66 63 300 300 No (Note 10) Fee Simple 136
205 05/01/17 27,422.08 120 118 360 360 Yes Fee Simple 179,248
239 05/01/17 20,218.89 120 118 Interest Only Interest Only Yes Fee Simple 16,111
263 09/01/11 17,845.67 60 50 360 360 Yes Fee Simple 135
280 08/01/17 13,291.25 (Note 3) 121 121 360 360 Yes Fee Simple 18,532
286 06/01/17 11,685.28 120 119 360 360 No Fee Simple 93
ESCROWED ESCROWED
ESCROWED ESCROWED REPLACEMENT ESCROWED TI/LC
ANNUAL REPLACEMENT RESERVES TI/LC RESERVES INITIAL
REAL ESCROWED RESERVES CURRENT RESERVES CURRENT DEFERRED INITIAL
LOAN PROPERTY LOCKBOX ESTATE ANNUAL INITIAL ANNUAL INITIAL ANNUAL MAINTENANCE ENVIRONMENTAL
NUMBER SIZE TYPE (YES/NO)? TAXES INSURANCE DEPOSIT DEPOSIT DEPOSIT DEPOSIT DEPOSIT DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------------
9 Rooms Yes Yes No 1,000 654,780 NAP NAP 0 0
10 SF No Yes No 0 0 0 164,916 0 0
---------------------------------------------------------------------------------------------------------------------------
11 SF No Yes No 0 0 0 0 263,237 0
11.1 SF
11.2 SF
11.3 SF
11.4 SF
11.5 SF
11.6 SF
11.7 SF
11.8 SF
11.9 SF
11.10 SF
11.11 SF
11.12 SF
11.13 SF
11.14 SF
11.15 SF
11.16 SF
11.17 SF
11.18 SF
11.19 SF
11.20 SF
---------------------------------------------------------------------------------------------------------------------------
15 SF No Yes No 0 53,375 0 219,223 82,354 0
20 Rooms Yes Yes Yes 1,000 376,860 NAP NAP 0 0
21 Rooms Yes Yes Yes 0 0 NAP NAP 0 0
29 Rooms Yes Yes Yes 1,000 472,932 NAP NAP 0 0
51 Rooms Yes Yes Yes 387,283 269,496 NAP NAP 0 0
56 Rooms No Yes Yes 1,000 245,556 NAP NAP 0 0
78 Units No No No 0 14,680 NAP NAP 78,125 0
82 SF No Yes Yes 0 10,846 0 55,780 0 0
91 SF Yes Yes Yes 0 8,623 0 85,902 0 0
101 SF No Yes Yes 0 16,149 0 33,914 0 0
119 Units No Yes Yes 0 4,833 NAP NAP 11,250 0
---------------------------------------------------------------------------------------------------------------------------
120 Units No Yes Yes 1,160,000 0 NAP NAP 0 0
120.1 Units
120.2 Units
---------------------------------------------------------------------------------------------------------------------------
122 Rooms No Yes Yes 0 118,872 NAP NAP 0 0
124 SF Yes Yes Yes 0 17,630 0 0 0 0
135 SF No Yes No 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------------------------------
144 SF No Yes No 0 0 0 0 355,577 0
144.1 SF
144.2 SF
---------------------------------------------------------------------------------------------------------------------------
163 SF No Yes Yes 0 6,750 0 48,420 0 0
176 Rooms No Yes Yes 1,000 151,296 NAP NAP 750,000 0
186 Units No Yes Yes 0 45,000 NAP NAP 61,750 0
188 Units No Yes Yes 0 8,850 NAP NAP 0 0
193 Rooms No No No 0 0 NAP NAP 0 0
205 SF No Yes Yes 0 17,883 0 20,569 111,063 0
239 SF No Yes Yes 0 0 0 29,545 0 0
263 Units No Yes Yes 0 35,910 NAP NAP 7,875 0
280 SF Yes Yes Yes 0 2,780 0 19,557 0 0
286 Units No Yes Yes 0 27,900 NAP NAP 25,281 0
ENVIRONMENTAL
LOAN HOLDBACK INSURANCE
NUMBER AMOUNT LOC POLICY
-------------------------------------------
9
10
-----------------------------------
11
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
-----------------------------------
15
20
21
29
51
56
78
82
91
101
119
-----------------------------------
120
120.1
120.2
-----------------------------------
122
124
135
-----------------------------------
144
144.1
144.2
---------
163
176
186
188
193
205
239
263
280 330,000
286
LOAN MORTGAGE LOAN
NUMBER LOAN GROUP
SELLER NUMBER LOAN / PROPERTY NAME
-----------------------------------------------------------------------
36 PNC 1 University Center East - San Diego
39 PNC 2 Cornerstone Ranch Apartment Homes
63 PNC 1 University Shopping Center
66 PNC 1 Barlow Shopping Center
68 PNC 1 South Jordan Market Place
77 PNC 1 Culver Medical Plaza
88 PNC 1 KFC - Florida Portfolio
88.1 1 KFC - Port Charlotte
88.2 1 KFC - S. Fort Meyers
88.3 1 KFC - W. Cape Coral
88.4 1 KFC - Bonita Springs
88.5 1 KFC - Golden Gate
88.6 1 KFC - Cape Coral
88.7 1 KFC - Fort Myers
90 PNC 1 South Jordan Town Center
94 PNC 1 Magnolia Office Portfolio
94.1 1 730 & 750 Sandhill Drive
94.2 1 595 Double Eagle
96 PNC 1 Westport Warehouse
110 PNC 1 Homewood Suites - Cheasapeak Greenbriar
118 PNC 1 Commerce Center One
140 PNC 1 The Wesleyan Building
146 PNC 1 Dollar Self Storage - Santa Fe Springs
155 PNC 1 PFPC Worldwide
159 PNC 1 Country Suites - Lake Norman
160 PNC 2 Main Street Court Apartments #1
166 PNC 1 Rehoboth Marketplace
170 PNC 1 Parkway Centre Industrial
174 PNC 1 Regal Theatre
183 PNC 1 Paradise Victoria
184 PNC 2 Bear Creek Apartments
187 PNC 1 Dollar Self Storage - Peoria
194 PNC 1 West Bench Plaza
199 PNC 1 Trinity Square Shopping Center
200 PNC 1 Hampton Inn - Victoria
204 PNC 1 452 Old Hook Road Associates
206 PNC 2 Delaware Crossing
207 PNC 1 Legacy Plaza
208 PNC 1 One Journal Square Plaza
209 PNC 1 The Shops at Vista Commons
213 PNC 1 Holiday Inn Express & Suites - Grand Prairie
216 PNC 1 La Quinta Inn & Suites
223 PNC 2 Highclere Apartments
241 PNC 1 Rehoboth Plaza
242 PNC 1 Camden Village Shopping Center
248 PNC 1 Eastland Medical Building
249 PNC 1 Marcy Street Shops
252 PNC 2 Cedar Village Mobile Home Park
275 PNC 2 Careys Estates Mobile Home Park
277 PNC 1 Eye Care 20/20
281 PNC 1 Walnut Creek Office Park
283 PNC 1 CEAH Realtors Building
284 PNC 1 Reece Nichols Building
290 PNC 1 Sofa Express
293 PNC 1 2345 West Ryan Road
294 PNC 1 National Tire & Battery
297 PNC 2 Longwood Park Apartments
299 PNC 1 First Horizon
300 PNC 1 Advance Auto Parts - IL
309 PNC 1 1st Financial Bank Building
317 PNC 1 80 Maple Avenue
LOAN
NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE COUNTY
-------------------------------------------------------------------------------------------------------------------------------
36 9381 Judicial Drive San Diego CA 92121 San Diego
39 2002 South Mason Road Katy TX 77450 Harris
63 1901-1913 Texas Avenue College Station TX 77840 Brazos
66 1161 6th Street Northwest Rochester MN 55901 Olmsted
68 10433 - 10507 South Redwood Road South Jordan UT 84095 Salt Lake
77 3831 Hughes Avenue Culver City CA 90232 Los Angeles
88 Various Various FL Various Various
88.1 4635 Tamiami Trail Port Charlotte FL 33980 Chorlotte
88.2 12250 S. Cleveland Avenue South Fort Meyers FL 33907 Lee
88.3 20 W. Hancock Bridge Parkway Cape Coral FL 33991 Lee
88.4 28200 S. Tamiami Trail Bonita Springs FL 34134 Lee
88.5 12225 Collier Boulevard Golden Gate FL 33999 Collier
88.6 2210 Del Prado Boulevard Cape Coral FL 33990 Lee
88.7 4336 Palm Beach Blvd. Fort Meyers FL 33901 Lee
90 10541-10577 South Redwood Road 1644-1685 West Towne Center Drive South Jordan UT 84095 Salt Lake
94 Various Reno NV 89511 Washoe
94.1 730 & 750 Sandhill Drive Reno NV 89511 Washoe
94.2 595 Double Eagle Reno NV 89511 Washoe
96 331 Changebridge Rd Pine Brook NJ 07058 Morris
110 1569 Crossways Blvd Chesapeake VA 23320 Chesapeake City
118 333 East River Drive East Hartford CT 06108 Hartford
140 581 Boylston Street Boston MA 02116 Suffolk
146 8717 Pioneer Blvd Santa Fe Springs CA 90670 Los Angeles
155 66-70 Broadway Lynnfield MA 01940 Essex
159 16617 Statesville Road Huntersville NC 28078 Mecklenburg
160 221 E Main Street Newark DE 19711 New Castle
166 19330 Coastal Hwy Rehoboth Beach DE 19971 Sussex
170 12210-12220 Parkway Centre Drive Poway CA 92064 San Diego
174 550 East Rollins Road Round Lake Beach IL 60073 Lake
183 1145 & 1171 South Victoria Avenue Ventura CA 93003 Ventura
184 605 Del Paso Street Euless TX 76040 Tarrant
187 4170 West Peoria Avenue Phoenix AZ 85029 Maricopa
194 8011-8093 W 3500 South Magna UT 84044 Salt Lake
199 201-245 N. Chicago Avenue Goshen IN 46526 Elkart
200 7006 North Navarro Victoria TX 77904 Victoria
204 452 Old Hook Road Emerson NJ 07630 Bergen
206 1800 Brentwood Lane Independence KY 41051 Kenton
207 5610-5620 & 5660 West 4100 South West Valley City UT 84120 Salt Lake
208 1 Journal Square Jersey City NJ 07306 Hudson
209 4912 East Chandler Boulevard Phoenix AZ 85048 Maricopa
213 4112 South Carrier Parkway Grand Prairie TX 75052 Dallas
216 350 Meijer Drive Florence KY 41042 Boone
223 105 Landmark Drive Council Bluffs IA 51503 Pottawattamie
241 18993 Munchy Branch Road Rehoboth DE 19971 Sussex
242 1005-1035 SW 19th Street Moore OK 73160 Cleveland
248 19000 E. Eastland Center Ct. Independence MO 64057 Jackson
249 101 & 70 West Marcy Street Santa Fe NM 87501 Santa Fe
252 132 Amelia Drive Lincoln DE 19960 Sussex
275 Carey's Camp Road Millsboro DE 19966 Sussex
277 46 Eagle Rock Avenue East Hanover NJ 07936 Morris
281 8101 Cameron Road Austin TX 78754 Travis
283 3251 NE Carnegie Drive Lee's Summit MO 64064 Jackson
284 701-709 Woods Chapel Road Lee's Summit MO 64064 Jackson
290 134 Baltimore Pike Springfield PA 19064 Delaware
293 2345 West Ryan Road Oak Creek WI 53154 Milwaukee
294 13521 Madison Avenue Kansas City MO 64145 Jackson
297 5460 Dorr Street Toledo OH 43615 Lucas
299 3540 NE Ralph Powel Rd Lee's Summit MO 64064 Jackson
300 435 N. McLean Boulevard South Elgin IL 60177 Kane
309 831 NE Woods Chapel Road Lee's Summit MO 64064 Jackson
317 80 Maple Avenue Smithtown NY 11787 Suffolk
CROSS
CUT-OFF COLLATER- INTEREST
DATE ALIZED MASTER ADDITIONAL RESERVE
LOAN PRINCIPAL (MORTGAGE MORTGAGE SERVICING ARD LOAN INTEREST RATE MORTGAGE LOAN GRACE
NUMBER BALANCE LOAN GROUP) RATE FEE RATE (YES/NO)? ARD AFTER ARD (YES/NO)? LOAN TYPE PERIOD
------------------------------------------------------------------------------------------------------------------------------------
36 27,222,031.67 No 5.8400% 0.0400% No No Balloon 5
39 24,700,000.00 No 5.6500% 0.0300% No No Partial IO/Balloon 5
63 16,800,000.00 No 5.5800% 0.0400% No No Partial IO/Balloon 5
66 16,000,000.00 No 5.5500% 0.0500% No No Partial IO/Balloon 5
68 15,650,000.00 No 5.6100% 0.0600% No No Interest Only 5
77 14,120,000.00 No 5.4100% 0.0500% No No Interest Only 5
---------------------------------------------------------------------------------------------------------------------------
88 12,700,000.00 No 5.9900% 0.0300% No No Interest Only 5
88.1
88.2
88.3
88.4
88.5
88.6
88.7
---------------------------------------------------------------------------------------------------------------------------
90 12,700,000.00 No 5.6100% 0.0600% No No Interest Only 5
---------------------------------------------------------------------------------------------------------------------------
94 12,000,000.00 No 5.6200% 0.0600% No No Partial IO/Balloon 5
94.1
94.2
---------------------------------------------------------------------------------------------------------------------------
96 11,987,730.47 No 5.8600% 0.0300% No No Balloon 5
110 10,500,000.00 No 5.8200% 0.0300% No No Balloon 5
118 9,836,000.00 No 6.0300% 0.0600% No No Partial IO/Balloon 5
140 8,500,000.00 No 5.6800% 0.0300% No No Partial IO/Balloon 5
146 8,153,000.00 No 5.9000% 0.0600% No No Partial IO/Balloon 5
155 7,987,520.76 No 5.4900% 0.0300% No No Balloon 5
159 7,831,907.29 No 5.8100% 0.0300% No No Balloon 5
160 7,825,000.00 No 5.6000% 0.0300% No No Partial IO/Balloon 5
166 7,450,000.00 No 5.6500% 0.0300% No No Partial IO/Balloon 5
170 7,250,000.00 No 5.6400% 0.0800% No No Partial IO/Balloon 5
174 6,984,285.29 No 5.6900% 0.0600% No No Balloon 5
183 6,351,000.00 No 6.0000% 0.0300% No No Partial IO/Balloon 5
184 6,345,688.95 No 6.0800% 0.0300% No No Balloon 5
187 6,197,000.00 No 5.9000% 0.0600% No No Balloon 5
194 6,000,000.00 No 5.6100% 0.0600% No No Interest Only 5
199 5,900,000.00 No 6.3500% 0.0600% No No Balloon 5
200 5,800,000.00 No 6.1700% 0.0300% No No Partial IO/Balloon 5
204 5,600,000.00 No 5.7300% 0.0300% No No Balloon 5
206 5,350,000.00 No 5.8700% 0.0600% No No Partial IO/Balloon 5
207 5,350,000.00 No 5.6100% 0.0600% No No Interest Only 5
208 5,350,000.00 No 5.6700% 0.0300% No No Partial IO/Balloon 5
209 5,300,000.00 No 5.8500% 0.0800% No No Partial IO/Balloon 5
213 5,240,140.48 No 5.8800% 0.0800% No No Balloon 5
216 5,094,903.47 No 5.9800% 0.0300% No No Balloon 5
223 4,800,000.00 No 5.8300% 0.0600% No No Partial IO/Balloon 5
241 3,900,000.00 No 5.6500% 0.0300% No No Partial IO/Balloon 5
242 3,896,000.00 No 5.7300% 0.0600% No No Balloon 5
248 3,700,000.00 No 5.7700% 0.0300% No No Partial IO/Balloon 5
249 3,700,000.00 No 5.9600% 0.0500% No No Partial IO/Balloon 5
252 3,600,000.00 No 5.7500% 0.0300% No No Partial IO/Balloon 5
275 2,520,000.00 No 5.7500% 0.0300% No No Partial IO/Balloon 5
277 2,500,000.00 No 6.0300% 0.0300% No No Partial IO/Balloon 5
281 2,435,000.00 No 5.7600% 0.0600% No No Interest Only 5
283 2,344,000.00 No 5.8000% 0.0800% No No Partial IO/Balloon 5
284 2,340,000.00 No 5.6500% 0.0800% No No Partial IO/Balloon 5
290 2,255,447.52 No 5.5600% 0.0300% No No Balloon 5
293 2,120,929.11 No 5.7900% 0.0800% No No Balloon 5
294 2,113,873.28 No 5.9500% 0.0800% No No Balloon 5
297 1,898,090.38 No 5.950000% 0.0400% No No Balloon 5
299 1,850,000.00 No 5.6500% 0.0300% No No Partial IO/Balloon 5
300 1,820,000.00 No 5.7700% 0.0500% No No Partial IO/Balloon 5
309 1,450,000.00 No 5.8000% 0.0800% No No Partial IO/Balloon 5
317 1,200,000.00 No 5.8500% 0.0300% No No Balloon 5
PERIODIC ORIGINAL REMAINING STATED STATED
PAYMENT ON TERM TO TERM TO ORIGINAL REMAINING
FIRST DUE MATURITY MATURITY AMORTIZATION AMORTIZATION DEFEASANCE
STATED DATE AFTER / ARD / ARD TERM TERM LOAN BORROWER'S PROPERTY
NUMBER MATURITY DATE CLOSING (MONTHS) (MONTHS) (MONTHS) (MONTHS) (YES/NO)? INTEREST SIZE
-------------------------------------------------------------------------------------------------------------------------
36 06/01/17 160,585.00 120 119 360 359 Yes Fee Simple 97,976
39 07/01/17 120,172.36 120 120 360 360 No Fee Simple 352
63 04/01/17 80,724.00 120 117 360 360 Yes Fee Simple 169,989
66 06/01/17 76,466.67 120 119 360 360 Yes Fee Simple 135,409
68 06/01/17 75,602.54 120 119 Interest Only Interest Only Yes Fee Simple 119,637
77 05/01/17 65,779.59 120 118 Interest Only Interest Only Yes Fee Simple 51,146
----------------------------------------------------------------------------------------------------------------
88 06/01/12 65,507.31 60 59 Interest Only Interest Only No Fee Simple 19,093
88.1 Fee Simple 2,780
88.2 Fee Simple 3,439
88.3 Fee Simple 3,360
88.4 Fee Simple 2,842
88.5 Fee Simple 1,899
88.6 Fee Simple 2,746
88.7 Fee Simple 2,027
----------------------------------------------------------------------------------------------------------------
90 06/01/17 61,351.58 120 119 Interest Only Interest Only Yes Fee Simple 86,000
----------------------------------------------------------------------------------------------------------------
94 06/01/17 58,073.33 120 119 360 360 Yes Fee Simple 91,920
94.1 Fee Simple 54,608
94.2 Fee Simple 37,312
----------------------------------------------------------------------------------------------------------------
96 06/01/17 70,869.53 120 119 360 359 Yes Fee Simple 157,312
110 07/01/17 61,742.86 120 120 360 360 Yes Fee Simple 100
118 06/01/17 51,073.43 120 119 360 360 No Fee Simple 99,402
140 06/01/17 41,574.44 120 119 360 360 Yes Fee Simple 32,056
146 06/01/17 41,421.77 120 119 360 360 Yes Fee Simple 93,340
155 06/01/17 49,079.24 120 119 300 299 No Fee Simple 184,935
159 06/01/17 46,051.38 120 119 360 359 No Fee Simple 87
160 06/01/17 37,733.89 120 119 360 360 Yes Fee Simple 48
166 07/01/17 36,246.32 120 120 360 360 Yes Fee Simple 66,912
170 06/01/17 35,210.83 120 119 360 360 Yes Fee Simple 74,736
174 12/01/18 48,906.38 138 137 240 239 Yes Fee Simple 72,621
183 06/01/17 32,813.50 120 119 360 360 Yes Fee Simple 18,247
184 10/01/16 38,701.03 120 111 360 351 No Fee Simple 235
187 07/01/17 36,756.67 120 120 360 360 Yes Fee Simple 87,435
194 06/01/17 28,985.00 120 119 Interest Only Interest Only Yes Fee Simple 42,451
199 07/01/17 36,711.91 120 120 360 360 Yes Fee Simple 106,327
200 06/01/17 30,815.72 120 119 360 360 No Fee Simple 68
204 07/01/17 32,608.97 120 120 360 360 Yes Fee Simple 25,700
206 06/01/17 27,042.76 120 119 360 360 Yes Fee Simple 96
207 06/01/17 25,844.96 120 119 Interest Only Interest Only Yes Fee Simple 8,104
208 07/01/17 26,121.38 120 120 360 360 Yes Fee Simple 53,334
209 06/01/17 26,698.75 120 119 360 360 No Fee Simple 22,241
213 05/01/17 31,072.51 120 118 360 358 No Fee Simple 70
216 06/01/17 30,511.53 120 119 360 359 Yes Fee Simple 74
223 05/01/17 24,097.33 120 118 360 360 Yes Fee Simple 97
241 07/01/17 18,974.58 120 120 360 360 Yes Fee Simple 22,524
242 07/01/17 22,686.52 120 120 360 360 Yes Fee Simple 31,100
248 06/01/17 18,383.86 120 119 360 360 Yes Fee Simple 19,239
249 06/01/17 18,989.22 120 119 360 360 Yes Fee Simple 18,822
252 07/01/17 17,825.00 120 120 360 360 Yes Fee Simple 147
275 07/01/17 12,477.50 120 120 360 360 Yes Fee Simple 102
277 06/01/17 12,981.25 120 119 360 360 Yes Fee Simple 11,250
281 05/01/17 12,077.60 120 118 Interest Only Interest Only No Fee Simple 34,044
283 05/01/17 11,706.98 120 118 360 360 Yes Fee Simple 12,502
284 05/01/17 11,384.75 120 118 360 360 Yes Fee Simple 15,157
290 05/01/17 12,917.24 120 118 360 358 Yes Fee Simple 21,000
293 05/01/17 12,454.97 120 118 360 358 Yes Fee Simple 9,697
294 06/01/17 12,618.55 120 119 360 359 No Fee Simple 7,964
297 06/01/17 11,330.45 120 119 360 359 Yes Fee Simple 100
299 06/01/17 9,000.76 120 119 360 360 Yes Fee Simple 12,965
300 06/01/17 9,042.87 120 119 360 360 No Fee Simple 7,000
309 05/01/17 7,241.94 120 118 360 360 Yes Fee Simple 7,296
317 07/01/17 7,079.29 120 120 360 360 Yes Fee Simple 14,102
ESCROWED ESCROWED
ESCROWED ESCROWED REPLACEMENT ESCROWED TI/LC
ANNUAL REPLACEMENT RESERVES TI/LC RESERVES INITIAL
PROPERTY REAL ESCROWED RESERVES CURRENT RESERVES CURRENT DEFERRED
LOAN SIZE LOCKBOX ESTATE ANNUAL INITIAL ANNUAL INITIAL ANNUAL MAINTENANCE
NUMBER TYPE (YES/NO)? TAXES INSURANCE DEPOSIT DEPOSIT DEPOSIT DEPOSIT DEPOSIT
------------------------------------------------------------------------------------------------------------------
36 SF No Yes Yes 0 19,595 1,000,000 0 0
39 Units No Yes Yes 0 88,000 NAP NAP 400,000
63 SF Yes Yes Yes 0 25,498 629,240 0 29,240
66 SF Yes Yes Yes 0 8,673 0 40,000 59,898
68 SF No Yes No 0 17,946 200,000 0 10,450
77 SF No Yes Yes 100,000 0 700,000 0 0
---------------------------------------------------------------------------------------------------------
88 SF Yes No No 0 0 0 125,000 0
88.1 SF
88.2 SF
88.3 SF
88.4 SF
88.5 SF
88.6 SF
88.7 SF
---------------------------------------------------------------------------------------------------------
90 SF Yes Yes No 0 12,903 50,000 50,000 0
---------------------------------------------------------------------------------------------------------
94 SF No No No 0 18,371 350,000 0 0
94.1 SF
94.2 SF
---------------------------------------------------------------------------------------------------------
96 SF No Yes Yes 0 0 0 0 16,875
110 Rooms No Yes Yes 0 59,073 NAP NAP 0
118 SF No Yes No 0 19,880 150,000 0 0
140 SF No Yes Yes 0 0 0 0 0
146 SF No Yes Yes 0 14,208 NAP NAP 0
155 SF No Yes No 0 0 0 0 0
159 Rooms No Yes Yes 367,029 91,648 NAP NAP 0
160 Units No Yes Yes 0 15,600 NAP NAP 0
166 SF Yes Yes Yes 0 13,383 0 20,000 177,500
170 SF Yes Yes Yes 0 7,474 0 0 0
174 SF Yes No No 0 10,893 0 0 0
183 SF No Yes Yes 0 2,737 189,454 0 0
184 Units No Yes Yes 0 58,750 NAP NAP 26,188
187 SF No Yes Yes 0 13,462 NAP NAP 0
194 SF No Yes No 0 8,652 0 36,000 0
199 SF Yes Yes Yes 0 25,306 0 10,000 0
200 Rooms No No No 21,250 35,769 NAP NAP 0
204 SF No Yes Yes 0 5,140 0 0 0
206 Units No Yes Yes 0 24,000 NAP NAP 35,345
207 SF No Yes No 0 3,626 0 10,000 0
208 SF No Yes Yes 0 10,667 0 20,000 59,360
209 SF No Yes Yes 0 3,378 300,000 15,000 0
213 Rooms No Yes Yes 0 72,343 NAP NAP 0
216 Rooms No No No 0 36,475 NAP NAP 0
223 Units No Yes Yes 0 24,250 NAP NAP 2,145
241 SF No Yes Yes 0 3,589 0 0 0
242 SF No Yes Yes 0 4,665 112,000 0 0
248 SF Yes Yes Yes 0 3,848 223,146 15,000 0
249 SF No Yes Yes 6,850 0 20,000 0 51,250
252 Units No Yes Yes 0 7,350 NAP NAP 0
275 Units No Yes Yes 0 5,150 NAP NAP 0
277 SF No Yes Yes 0 2,250 0 0 0
281 SF No Yes No 0 5,107 25,000 0 0
283 SF No Yes Yes 0 2,500 47,000 0 0
284 SF No Yes Yes 0 3,031 0 0 0
290 SF No No No 0 0 0 0 0
293 SF No Yes Yes 0 1,569 134,798 0 0
294 SF Yes No Yes 0 0 0 21,000 0
297 Units No Yes Yes 0 25,000 NAP NAP 0
299 SF Yes Yes Yes 0 2,593 0 0 0
300 SF Yes No Yes 0 1,050 0 0 0
309 SF No Yes Yes 0 1,094 0 10,000 0
317 SF No Yes Yes 0 4,408 0 12,000 7,200
INITIAL ENVIRONMENTAL
LOAN ENVIRONMENTAL HOLDBACK INSURANCE
NUMBER DEPOSIT AMOUNT LOC POLICY
--------------------------------------------------------
36 0
39 0
63 0
66 0 400,000
68 0
77 0
--------------------------------------------------------
88 15,000
88.1
88.2
88.3
88.4
88.5
88.6
88.7
--------------------------------------------------------
90 0
--------------------------------------------------------
94 0
94.1
94.2
--------------------------------------------------------
96 11,000
110 0
118 0
140 0 200,000
146 0
155 0
159 0
160 0
166 0
170 0
174 0
183 0
184 0
187 0
194 0
199 750
200 0
204 0
206 0
207 0
208 0
209 0
213 0
216 0
223 1,000
241 0
242 0 112,000
248 0
249 0
252 0
275 0
277 0
281 0
283 0
284 0
290 0
293 0
294 0
297 0
299 0
300 0
309 0
317 1,000
SCHEDULE II
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
None
II-1
SCHEDULE III
SCHEDULE OF MORTGAGE LOANS AS TO WHICH THE RELATED MORTGAGED PROPERTY IS
COVERED BY A LENDER'S ENVIRONMENTAL INSURANCE POLICY
None
III-1
SCHEDULE IV
SCHEDULE OF EARLY DEFEASANCE TRUST MORTGAGE LOANS
None
IV-1
SCHEDULE V
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
CLASS A-SB CLASS A-SB CLASS A-SB
PLANNED PRINCIPAL PLANNED PRINCIPAL PLANNED PRINCIPAL
DISTRIBUTION DATE* BALANCE DISTRIBUTION DATE* BALANCE DISTRIBUTION DATE* BALANCE
------------------ ----------------- ------------------ ----------------- ------------------ -----------------
31-Jul-2007 140,000,000.00 10-Oct-2010 140,000,000.00 10-Jan-2014 90,722,962.96
10-Aug-2007 140,000,000.00 10-Nov-2010 140,000,000.00 10-Feb-2014 88,467,633.40
10-Sep-2007 140,000,000.00 10-Dec-2010 140,000,000.00 10-Mar-2014 85,299,304.14
10-Oct-2007 140,000,000.00 10-Jan-2011 140,000,000.00 10-Apr-2014 83,029,598.69
10-Nov-2007 140,000,000.00 10-Feb-2011 140,000,000.00 10-May-2014 80,450,784.35
10-Dec-2007 140,000,000.00 10-Mar-2011 140,000,000.00 10-Jun-2014 78,163,194.71
10-Jan-2008 140,000,000.00 10-Apr-2011 140,000,000.00 10-Jul-2014 75,678,094.92
10-Feb-2008 140,000,000.00 10-May-2011 140,000,000.00 10-Aug-2014 73,464,167.97
10-Mar-2008 140,000,000.00 10-Jun-2011 140,000,000.00 10-Sep-2014 71,239,164.37
10-Apr-2008 140,000,000.00 10-Jul-2011 140,000,000.00 10-Oct-2014 68,720,537.72
10-May-2008 140,000,000.00 10-Aug-2011 140,000,000.00 10-Nov-2014 66,471,798.29
10-Jun-2008 140,000,000.00 10-Sep-2011 140,000,000.00 10-Dec-2014 63,930,086.34
10-Jul-2008 140,000,000.00 10-Oct-2011 140,000,000.00 10-Jan-2015 61,657,376.38
10-Aug-2008 140,000,000.00 10-Nov-2011 140,000,000.00 10-Feb-2015 59,373,295.12
10-Sep-2008 140,000,000.00 10-Dec-2011 140,000,000.00 10-Mar-2015 56,236,058.73
10-Oct-2008 140,000,000.00 10-Jan-2012 140,000,000.00 10-Apr-2015 53,924,845.26
10-Nov-2008 140,000,000.00 10-Feb-2012 140,000,000.00 10-May-2015 51,322,371.47
10-Dec-2008 140,000,000.00 10-Mar-2012 140,000,000.00 10-Jun-2015 48,986,569.67
10-Jan-2009 140,000,000.00 10-Apr-2012 140,000,000.00 10-Jul-2015 46,360,181.44
10-Feb-2009 140,000,000.00 10-May-2012 140,000,000.00 10-Aug-2015 43,999,548.17
10-Mar-2009 140,000,000.00 10-Jun-2012 140,000,000.00 10-Sep-2015 41,627,102.82
10-Apr-2009 140,000,000.00 10-Jul-2012 140,000,000.00 10-Oct-2015 38,965,075.32
10-May-2009 140,000,000.00 10-Aug-2012 137,862,972.39 10-Nov-2015 36,567,436.14
10-Jun-2009 140,000,000.00 10-Sep-2012 135,689,088.04 10-Dec-2015 33,880,905.29
10-Jul-2009 140,000,000.00 10-Oct-2012 127,551,388.20 10-Jan-2016 31,457,823.14
10-Aug-2009 140,000,000.00 10-Nov-2012 125,363,407.23 10-Feb-2016 29,022,615.84
10-Sep-2009 140,000,000.00 10-Dec-2012 122,843,569.49 10-Mar-2016 26,023,870.34
10-Oct-2009 140,000,000.00 10-Jan-2013 120,632,065.02 10-Apr-2016 23,561,467.01
10-Nov-2009 140,000,000.00 10-Feb-2013 118,409,511.56 10-May-2016 20,853,618.27
10-Dec-2009 140,000,000.00 10-Mar-2013 115,216,439.68 10-Jun-2016 18,402,378.74
10-Jan-2010 140,000,000.00 10-Apr-2013 112,966,819.96 10-Jul-2016 15,669,543.56
10-Feb-2010 140,000,000.00 10-May-2013 110,368,919.70 10-Aug-2016 13,192,359.44
10-Mar-2010 140,000,000.00 10-Jun-2013 108,079,571.27 10-Sep-2016 10,702,778.57
10-Apr-2010 140,000,000.00 10-Jul-2013 105,458,043.63 10-Oct-2016 7,939,381.07
10-May-2010 140,000,000.00 10-Aug-2013 103,144,161.98 10-Nov-2016 5,429,674.27
10-Jun-2010 140,000,000.00 10-Sep-2013 100,342,877.75 10-Dec-2016 2,640,740.42
10-Jul-2010 140,000,000.00 10-Oct-2013 97,803,033.50 10-Jan-2017 104,518.04
10-Aug-2010 140,000,000.00 10-Nov-2013 95,556,475.62 10-Feb-2017 0
10-Sep-2010 140,000,000.00 10-Dec-2013 92,993,519.08
___________________________
* Assumes each distribution date occurs on the 10th of the month.
V-1
SCHEDULE VI
SCHEDULE OF EARNOUTS/HOLDBACKS
MORTGAGE LOAN SELLER PROPERTY NAME RESERVE HOLDBACK
------------------------------------------------------------------------
LaSalle Fifty West Corporate Center 268,800
LaSalle Herndon Square Office Park 228,000
CGM Morgantown Crossing 4,000,000
CGM Alderwood Plaza 1,623,000
CGM Plaza on the Boulevard 2,418,000
CGM Blue Oaks Marketplace 3,500,000
CGM Villa D'Este 3,432,000
LaSalle VDR Retail Portfolio 136,488
CGM Newport Marketplace 300,000
PNC Barlow Shopping Center 400,000
CGM Perryville Station 2,460,000
LaSalle Vail Ranch Towne Square 700,000
CGM Crossroads Shopping Center 845,000
LaSalle Mill Creek Shopping Center 115,365
PNC The Wesleyan Building 200,000
CGM 580 Howard Street 600,000
CGM Village on the Green 330,000
LaSalle Gibson Electric 106,667
CGM Tyler Plaza 125,000
CGM Midtown Business Center 1,047,754
PNC Camden Village Shopping Center 112,000
Capmark Kress Office-Retail Building 330,000
VI-1
EXHIBIT A-1
FORM OF CLASS [A-1] [A-2] [A-3] [A-3B] [A-SB] [A-4] [A-1A] CERTIFICATE
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS [A-1] [A-2] [A-3] [A-3B] [A-SB] [A-4] [A-1A] COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Pass-Through Rate: As set forth in the Pooling and Initial Certificate Principal Balance of this Certificate
Servicing Agreement as of the Closing Date:
$_____________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-1] [A-2]
July 1, 2007 [A-3] [A-3B] [A-SB] [A-4] [A-1A] Certificates as of the
Closing Date:
$____________
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage Pool
context may require, with respect to each Mortgage as of the Cut-off Date, after deducting payments of
Loan having its first Due Date in or prior to July principal due on or before such date (the "Initial Pool
2007, the related Due Date in July 2007, and with Balance"): $4,756,049,403
respect to each Mortgage Loan having its first Due
Date after July 2007, the later of the date of
origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Wells Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. CUSIP No.: _____________
Special Servicer: CWCapital Asset Management LLC ISIN: _____________
Certificate No. [A-1] [A-2] [A-3] [A-3B] [A-SB]
[A-4] [A-1A]-___
A-1-1
A-1-2
[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that [CEDE & CO.] [_____________] is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the principal balance of this Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal balance of all the
Certificates of the same Class as this Certificate (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, Midland Loan Services, Inc. and Capmark
Finance Inc., as master servicers (together, the "Master Servicers", which term
includes any successor entities under the Agreement), CWCapital Asset Management
LLC, as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as certificate administrator
(the "Certificate Administrator", which term includes any successor entity under
the Agreement), a summary of certain of the
A-1-3
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Certificate Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business
Days prior to (or, in the case of the initial Distribution Date, no later than)
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Certificate
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in the notice to Certificateholders of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts, the SLC Custodial Accounts,
the Distribution Account and, if established, the REO Accounts may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
A-1-4
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
[FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Certificate Registrar and any agents
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Certificate Administrator and required under the Agreement to be so paid
on the Distribution Date following the earliest to occur of (A) the purchase by
a Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB, Class A-4, Class A-4FL, Class
A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage Loans and
each REO Property remaining in the Trust Fund, and (C) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, and (ii) to the Trustee, the
Certificate Administrator, the Master Servicers, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them under the Agreement. The Agreement
permits, but does not require, a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder to purchase from the Trust Fund all
Mortgage Loans and any REO
A-1-5
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the consent of the
Holders of Certificates entitled to at least 51% of the Voting Rights allocated
to the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-1-6
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:____________________________________
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-1] [A-2] [A-3] [A-3B] [A-SB] [A-4]
[A-1A] Certificates referred to in the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By:____________________________________
Authorized Representative
A-1-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip
code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of Assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
________________________________________________________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
________________________________________________________________________________
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or__________________________________, as its agent.
A-1-8
EXHIBIT A-2
FORM OF CLASS X CERTIFICATES
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Pass-Through Rate: As set forth in the Pooling and Initial Certificate National Amount of this Certificate
Servicing Agreement as of the Closing Date:
$_____________
Date of Pooling and Servicing Agreement: Class National Amount of all the Class X Certificates
July 1, 2007 as of the Closing Date:
$4,756,049,403
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage Pool
context may require, with respect to each Mortgage as of the Cut-off Date, after deducting payments of
Loan having its first Due Date in or prior to July principal due on or before such date (the "Initial Pool
2007, the related Due Date in July 2007, and with Balance"): $4,756,049,403
respect to each Mortgage Loan having its first Due
Date after July 2007, the later of the date of
origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Wells Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. CUSIP No.: _____________
Special Servicer: CWCapital Asset Management LLC ISIN: _____________
Certificate No. X-___
A-2-1
[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF
PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST
ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN ON
THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
This certifies that [CEDE & CO.] [________] is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Citigroup Commercial Mortgage Securities Inc., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, Midland Loan Services, Inc. and
Capmark Finance Inc., as master servicers
A-2-2
(together, the "Master Servicers", which term includes any successor entities
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), Wells Fargo Bank, National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and LaSalle Bank
National Association, as certificate administrator (the "Certificate
Administrator", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Certificate Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business
Days prior to (or, in the case of the initial Distribution Date, no later than)
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Certificate
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts, the SLC Custodial Accounts,
the Distribution Account and, if established, the REO Accounts may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
A-2-3
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
[FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Certificate Registrar and any agents
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Certificate Administrator and required under the Agreement to be so paid
on the Distribution Date following the earliest to occur of (A) the purchase by
a Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB, Class A-4, Class A-4FL, Class
A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage Loans and
each REO Property remaining in the Trust Fund, and (C) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, and (ii) to the Trustee, the
Certificate Administrator, the Master Servicers, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them under the Agreement. The Agreement
permits, but does not require, a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than approximately 1.0% of the Initial
Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the
A-2-4
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain circumstances, including any amendment necessary to maintain
the status of any REMIC Pool as a REMIC, without the consent of the Holders of
any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-2-5
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:____________________________________
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class X Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By:____________________________________
Authorized Representative
A-2-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip
code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of Assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
________________________________________________________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
________________________________________________________________________________
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or__________________________________, as its agent.
A-2-7
[FOR BOOK ENTRY CLASS X CERTIFICATES ONLY]
SCHEDULE A
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been
made:
AMOUNT OF AMOUNT OF PRINCIPAL AMOUNT
DECREASE IN INCREASE IN OF THIS GLOBAL SECURITY SIGNATURE OF AUTHORIZED
DATE OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT FOLLOWING SUCH DECREASE REPRESENTATIVE OF TRUSTEE OR
EXCHANGE OF THIS GLOBAL SECURITY OF THIS GLOBAL SECURITY (OR INCREASE) SECURITIES CUSTODIAN
A-2-8
EXHIBIT A-3
FORM OF CLASS [A-M] [A-J] [B] [C] [D] [E] [F] CERTIFICATE
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS [A-M] [A-J] [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Pass-Through Rate: As set forth in the Pooling and Initial Certificate Principal Balance of this Certificate
Servicing Agreement as of the Closing Date:
$_____________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-M] [A-J]
July 1, 2007 [B] [C] [D] [E] [F] Certificates as of the Closing Date:
$_____________
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage Pool
context may require, with respect to each Mortgage as of the Cut-off Date, after deducting payments of
Loan having its first Due Date in or prior to July principal due on or before such date (the "Initial Pool
2007, the related Due Date in July 2007, and with Balance"): $4,756,049,403
respect to each Mortgage Loan having its first Due
Date after July 2007, the later of the date of
origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Wells Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. CUSIP No.: _____________
Special Servicer: CWCapital Asset Management LLC ISIN: _____________
Certificate No. [A-M] [A-J] [B] [C] [D] [E] [F]-___
A-3-1
[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that [CEDE & CO.] [________] is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the principal balance of this Certificate (its "Certificate Principal Balance")
as of the Closing Date by the aggregate principal balance of all the
Certificates of the same Class as this Certificate (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, Midland Loan Services, Inc. and Capmark
Finance Inc., as master servicers (together, the "Master Servicers", which term
A-3-2
includes any successor entities under the Agreement), CWCapital Asset Management
LLC, as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as certificate administrator
(the "Certificate Administrator", which term includes any successor entity under
the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Certificate Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business
Days prior to (or, in the case of the initial Distribution Date, no later than)
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Certificate
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in the notice to Certificateholders of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts, the SLC Custodial Accounts,
the Distribution Account and, if established, the REO Accounts may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.
A-3-3
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
[FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Certificate Registrar and any agents
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Certificate Administrator and required under the Agreement to be so paid
on the Distribution Date following the earliest to occur of (A) the purchase by
a Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class A-2, Class A-3, Class A-3B, Class A-SB, Class A-4, Class A-4FL, Class
A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage
A-3-4
Loans and each REO Property remaining in the Trust Fund, and (C) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) to the
Trustee, the Certificate Administrator, the Master Servicers, the Special
Servicer and the officers, directors, employees and agents of each of them of
all amounts which may have become due and owing to any of them under the
Agreement. The Agreement permits, but does not require, a Master Servicer, the
Special Servicer or the Majority Controlling Class Certificateholder to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than
approximately 1.0% of the Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the consent of the
Holders of Certificates entitled to at least 51% of the Voting Rights allocated
to the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-3-5
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:____________________________________
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-M] [A-J] [B] [C] [D] [E] [F]
Certificates referred to in the within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By:____________________________________
Authorized Representative
A-3-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip
code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of Assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
________________________________________________________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
________________________________________________________________________________
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or__________________________________, as its agent.
A-3-7
EXHIBIT A-4
FORM OF CLASS [A-4FL] [A-MFL] [A-JFL] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
[S] CERTIFICATE
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS [A-4FL] [A-MFL] [A-JFL] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Pass-Through Rate: As set forth in the Pooling and Initial Certificate Principal Balance of this Certificate
Servicing Agreement as of the Closing Date:
$_____________
Date of Pooling and Servicing Agreement: Class Principal Balance of all the Class [A-4FL] [A-MFL]
July 1, 2007 [A-JFL] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
Certificates as of the Closing Date:
$_____________
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage Pool
context may require, with respect to each Mortgage as of the Cut-off Date, after deducting payments of
Loan having its first Due Date in or prior to July principal due on or before such date (the "Initial Pool
2007, the related Due Date in July 2007, and with Balance"): $4,756,049,403
respect to each Mortgage Loan having its first Due
Date after July 2007, the later of the date of
origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Wells Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. CUSIP No.: _____________
Special Servicer: CWCapital Asset Management LLC ISIN: _____________
Certificate No. [A-4FL] [A-MFL] [A-JFL] [G] [H]
[J] [K] [L] [M] [N] [O] [P] [Q] [S]-___
A-4-1
[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[FOR CERTIFICATES OTHER THAN FLOATING RATE CERTIFICATES: SOLELY FOR U.S. FEDERAL
INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.][FOR FLOATING RATE
CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS AN INTEREST IN A GRANTOR TRUST WHOSE ASSETS INCLUDE, AMONG OTHER
THINGS, AN INTEREST RATE SWAP AGREEMENT AND A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]
A-4-2
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that [CEDE & CO.] [________] is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the principal balance of this Certificate (its "Certificate Principal Balance")
as of the Closing Date by the aggregate principal balance of all the
Certificates of the same Class as this Certificate (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, Midland Loan Services, Inc. and Capmark
Finance Inc., as master servicers (together, the "Master Servicers", which term
includes any successor entities under the Agreement), CWCapital Asset Management
LLC, as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as certificate administrator
(the "Certificate Administrator", which term includes any successor entity under
the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Certificate Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business
Days prior to (or, in the case of the initial Distribution Date, no later than)
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Certificate
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in the notice to Certificateholders of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
A-4-3
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution [FOR FLOATING
RATE CERTIFICATES ONLY: to payments received from the related Swap Counterparty
under the related Swap Agreement and] to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically set forth herein and in
the Agreement. As provided in the Agreement, withdrawals from the Collection
Accounts, the SLC Custodial Accounts, the Distribution Account and, if
established, the REO Accounts may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates, the
initial Transfer of this Certificate by the Depositor, the Initial Purchasers or
any of their respective Affiliates or, as contemplated by Section 5.03 of the
Agreement, if this Certificate is a Global Certificate, a Transfer of this
Certificate to a successor Depository), then the Certificate Registrar shall
refuse to register such Transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
G-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit G-2 to the
Agreement or as Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel
reasonably satisfactory to the Certificate Registrar to the effect that the
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer and that such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, any Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit G-2 or Exhibit
A-4-4
G-3 attached to the Agreement are, with respect to the subject Transfer, true
and correct. Definitive Non-Registered Certificates may only be held by
Qualified Institutional Buyers and Institutional Accredited Investors.
No beneficial interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If this Certificate constitutes a Rule
144A Global Certificate and a Transfer of any interest herein is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of any interest herein by the
Depositor, the Initial Purchasers or any of their respective Affiliates), then
the Certificate Owner desiring to effect such Transfer shall be required to
obtain either (i) a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached as Exhibit G-4 to the Agreement,
or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit G-4 attached to the Agreement are, with
respect to the subject Transfer, true and correct.
Notwithstanding the preceding paragraph, any interest in the Rule
144A Global Certificate for a Class of Book-Entry Non-Registered Certificates
may be transferred to any Non-United States Securities Person who takes delivery
in the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates, provided that the Certificate Owner desiring to
effect such Transfer (i) complies with the requirements for Transfers of
interests in such Regulation S Global Certificate set forth in the following
paragraph and (ii) delivers or causes to be delivered to the Certificate
Registrar and the Certificate Administrator (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate to be obtained by such Certificate Owner from its
prospective Transferee in accordance with the second sentence of the following
paragraph and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator, as transfer agent for the Depository, to approve the
debit of the account of a Depository Participant by a denomination of interests
in such Rule 144A Global Certificate, and approve the credit of the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, that is equal to the denomination of beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred.
Upon delivery to the Certificate Registrar and the Certificate Administrator of
such certifications and such orders and instructions, the Certificate
Administrator, subject to and in accordance with the applicable procedures of
the Depository, shall reduce the denomination of the Rule 144A Global
Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.
No beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates may be held by a United
States Securities Person. Any Certificate Owner desiring to effect any Transfer
of an interest in the Regulation S Global Certificate for any Class of
Book-Entry Non-Registered Certificates shall be required to obtain from such
Certificate Owner's prospective Transferee a certificate substantially in the
form set forth in Exhibit G-5 to the Agreement to the effect that such
Transferee is not a United States Securities Person. If any Transferee of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates does not, in connection with the subject Transfer,
deliver to the Transferor the certification described in the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that all
the certifications set forth in Exhibit G-5 to the Agreement are, with respect
to the subject Transfer, true and correct.
Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that
A-4-5
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such Transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Certificate Administrator (A) a certificate
from such Certificate Owner confirming its ownership of the beneficial interests
in the subject Class of Book-Entry Non-Registered Certificates to be
transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained
by such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the third paragraph above this paragraph and (C) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Certificate Administrator to
debit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
that is equal to the denomination of beneficial interests in the subject Class
of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to
the Certificate Registrar and the Certificate Administrator of such
certification(s) and/or Opinion of Counsel and such orders and instructions, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Rule 144A Global Certificate
for such Class of Certificates, by the denomination of the beneficial interest
in such Class of Certificates specified in such orders and instructions.
Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the fifth paragraph above this paragraph and (ii) such written
orders and instructions as are required under the applicable procedures of the
Depository to direct the Certificate Administrator to debit the account of a
Depository Participant by the denomination of the transferred interests in such
Global Certificate. Upon delivery to the Certificate Registrar and the
Certificate Administrator of the certifications and/or opinions contemplated by
the fifth paragraph above this paragraph, the Certificate Administrator, subject
to and in accordance with the applicable procedures of the Depository, shall
reduce the denomination of the subject Global Certificate by the denomination of
the transferred interests in such Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Global Certificate, and in a
denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with the
Agreement to the applicable Transferee.
None of the Depositor, the Trustee, the Certificate Administrator,
or the Certificate Registrar is obligated to register or qualify the Class of
Certificates to which this Certificate belongs, under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Trustee, the Certificate
Administrator, the Certificate Registrar, the Depositor and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975
A-4-6
of the Code or would result in the imposition of an excise tax under Section
4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of this Certificate or any interest
herein by the Depositor or any of its Affiliates or, as contemplated by Section
5.03 of the Agreement, if this Certificate constitutes a Global Certificate, any
Transfer of this Certificate to a successor Depository, the Certificate
Registrar shall refuse to register the Transfer of this Certificate unless it
has received from the prospective Transferee, and, if this Certificate
constitutes a Global Certificate, any Certificate Owner transferring an interest
herein shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Department of Labor Prohibited Transaction Class Exemption 95-60; or
(iii) alternatively, if this Certificate is rated in one of the four highest
generic rating categories by either Rating Agency, and this Certificate or an
interest herein is being acquired by or on behalf of a Plan in reliance on the
Exemption, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller,
any Swap Counterparty, any Master Servicer, the Special Servicer, any
Sub-Servicer, any Person responsible for servicing the Outside Servicing Trust
Mortgage Loans or related REO Property, any Exemption-Favored Party or any
Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y) [FOR FLOATING RATE
CERTIFICATES ONLY: , and a second certification to the effect that its
acquisition and holding of this Certificate or an interest herein are eligible
for the exemptive relief available under at least one of Prohibited Transaction
Exemption 84-14, 90-1, 91-38, 96-23 or 95-60]; or (iv) alternatively, a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Administrator or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. The forms of
certification attached to the Agreement as Exhibit H-1 (in the case of
Definitive Non-Registered Certificates) and Exhibit H-2 (in the case of
ownership interests in Book-Entry Non-Registered Certificates) are acceptable
for purposes of the preceding sentence. If any Transferee of this Certificate or
any interest herein does not, in connection with the subject Transfer, deliver
to the Certificate Registrar (if this Certificate constitutes a Definitive
Certificate) or the Transferor (if this Certificate constitutes a Global
Certificate) a certification and/or Opinion of Counsel as required by the second
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code. [FOR FLOATING RATE
CERTIFICATES ONLY: Each beneficial owner of this Certificate, or any interest
herein, is hereby deemed to have represented by virtue of its acquisition of
this Certificate, that either (1) it is not a Plan or person using Plan assets
or (2) both (a) it is an "accredited investor" as defined in Rule 501(a)(1)
under the Securities Act, and Prohibited Transaction Exemption 91-23 and (b) its
acquisition and holding of this Certificate or interest herein are eligible for
the exemptive relief available under at least one of Prohibited Transaction
Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.]
A-4-7
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
[FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Certificate Registrar and any agents
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Trustee and required under the Agreement to be so paid on the
Distribution Date following the earliest to occur of (A) the purchase by a
Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class X-0X, Xxxxx X-0, Xxxxx X-0X, Class A-SB, Class A-4, Class A-4FL, Class
A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage Loans and
each REO Property remaining in the Trust Fund, and (C) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, and (ii) to the Trustee, the
Certificate Administrator, the Master Servicers, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them under the Agreement. The Agreement
permits, but does not require, a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than approximately 1.0% of the Initial
Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the
A-4-8
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain circumstances, including any amendment necessary to maintain
the status of any REMIC Pool as a REMIC, without the consent of the Holders of
any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-4-9
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:____________________________________
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-4FL] [A-MFL] [A-JFL] [G] [H] [J] [K] [L]
[M] [N] [O] [P] [Q] [S] Certificates referred to in the within-mentioned
Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By:____________________________________
Authorized Representative
A-4-10
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip
code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of Assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
________________________________________________________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
________________________________________________________________________________
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or__________________________________, as its agent.
A-4-11
[FOR BOOK ENTRY CERTIFICATES ONLY]
SCHEDULE A
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been
made:
AMOUNT OF AMOUNT OF PRINCIPAL AMOUNT
DECREASE IN INCREASE IN OF THIS GLOBAL SECURITY SIGNATURE OF AUTHORIZED
DATE OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT FOLLOWING SUCH DECREASE REPRESENTATIVE OF TRUSTEE OR
EXCHANGE OF THIS GLOBAL SECURITY OF THIS GLOBAL SECURITY (OR INCREASE) SECURITIES CUSTODIAN
X-0-00
XXXXXXX X-0
FORM OF CLASS R CERTIFICATE
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Date of Pooling and Servicing Agreement: Percentage Interest evidenced by this Certificate in the
July 1, 2007 related Class: ___%
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage Pool
context may require, with respect to each Mortgage as of the Cut-off Date, after deducting payments of
Loan having its first Due Date in or prior to principal due on or before such date (the "Initial Pool
July 2007, the related Due Date in July 2007, and Balance"): $4,756,049,403
with respect to each Mortgage Loan having its first
Due Date after July 2007, the later of the date of
origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Xxxxx Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. Special Servicer: CWCapital Asset Management LLC
Certificate No. R-___
A-5-1
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY TO A
QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.
This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Citigroup Commercial Mortgage Securities Inc., as depositor (the "Depositor",
which term includes any successor entity under the Agreement), Wachovia Bank,
National Association, Midland Loan Services, Inc. and Capmark Finance Inc., as
master servicers (together, the "Master Servicers", which term includes any
successor entities
A-5-2
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), Xxxxx Fargo Bank, National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and LaSalle Bank
National Association, as certificate administrator (the "Certificate
Administrator", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Certificate Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business
Days prior to (or, in the case of the initial Distribution Date, no later than)
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Certificate
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts, the SLC Custodial Accounts,
the Distribution Account and, if established, the REO Accounts may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
A-5-3
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or the initial Transfer of this Certificate by the Depositor,
the Initial Purchasers or any of their respective Affiliates), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit G-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit G-2 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that the prospective
Transferee is a Qualified Institutional Buyer and that such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, any Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in Exhibit G-2 attached to the Agreement are, with respect to the subject
Transfer, true and correct. This Certificate may only be held by a Qualified
Institutional Buyer.
None of the Depositor, the Trustee, the Certificate Administrator or
the Certificate Registrar is obligated to register or qualify the Class of
Certificates to which this Certificate belongs, under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Trustee, the Certificate
Administrator, the Certificate Registrar, the Depositor and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Non-Registered Certificates or any Transfer of this Certificate
by the Depositor, the Initial Purchasers or any of their respective Affiliates,
the Certificate Registrar shall refuse to register the Transfer of this
Certificate unless it has received from the prospective Transferee, either: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Administrator that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. The form of certification attached to the Agreement as Exhibit H-1 is
acceptable for purposes of the preceding sentence. If
A-5-4
any Transferee of this Certificate does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the second preceding sentence, then such Transferee shall
be deemed to have represented and warranted that either: (i) such Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.
Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Certificate Administrator under clause (ii)(A) of
such Section 5.02(d) to deliver payments to a Person other than such Person and
to have irrevocably authorized the Certificate Administrator under clause
(ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory
disposition and to execute all instruments of Transfer and to do all other
things necessary in connection with any such disposition. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Certificate Administrator, the Trustee
and the Certificate Registrar of any change or impending change in its status as
a Permitted Transferee. In connection with any proposed Transfer of any
Ownership Interest in this Certificate, the Certificate Registrar shall require
delivery to it, and shall not register the Transfer of this Certificate until
its receipt, of an affidavit and agreement substantially in the form attached as
Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement") from the
proposed Transferee, in form and substance satisfactory to the Certificate
Registrar, and upon which the Certificate Registrar may, in the absence of
actual knowledge by a Responsible Officer of either the Certificate
Administrator or the Certificate Registrar to the contrary, conclusively rely,
representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in
this Certificate, it will endeavor to remain a Permitted Transferee, that it has
historically paid its debts as they have come due, intends to pay its debts as
they come due in the future and intends to pay all taxes associated with the
Class R Certificate as they come due, and that it has reviewed the provisions of
Section 5.02(d) of the Agreement and agrees to be bound by them. Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the
proposed Transferee is not a Permitted Transferee, the Certificate Registrar
shall not register the Transfer of an Ownership Interest in this Certificate to
such proposed Transferee. In addition, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is an
entity classified as a partnership under the Code, the Certificate Registrar
shall not register the transfer of this Certificate unless at the time of
transfer, the Certificate Registrar has actual knowledge that all of the
proposed Transferee's beneficial owners are United States Tax Persons.
Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (1) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to Transfer its
Ownership Interest herein and (2) not to Transfer its Ownership Interest herein
unless it provides to the Certificate Registrar a certificate substantially in
the form attached as Exhibit I-2 to the Agreement stating that, among other
things, it has no actual knowledge that such prospective Transferee is not a
Permitted Transferee. Each Person holding or acquiring an Ownership Interest in
this Certificate, by purchasing such Ownership Interest herein, agrees to give
the Certificate Administrator and the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulations section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such
Ownership Interest, if it is, or is holding such Ownership Interest on behalf
of, a "pass-through interest holder".
The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Certificate Administrator the following: (a)
A-5-5
written confirmation from each Rating Agency to the effect that the modification
of, addition to or elimination of such provisions will not cause such Rating
Agency to qualify, downgrade or withdraw its then-current rating of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Trustee and the Certificate Administrator, obtained at the expense of the
party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that doing so will not cause any REMIC Pool to (1) cease to qualify as a REMIC
or (2) be subject to an entity-level tax caused by the Transfer of a Class R
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
A "Permitted Transferee" is any Transferee of a Class R Certificate
other than a Disqualified Organization, a Plan, a Non-United States Tax Person
or a United States Tax Person with respect to whom income on the Class R
Certificate is allocable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of such Person or any
other United States Tax Person.
A "Disqualified Organization" is any of the following: (i) the
United States or a possession thereof, any State or any political subdivision
thereof, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international
organization, or any agency or instrumentality of either of the foregoing, (iii)
any organization (except certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Certificate Administrator or the Certificate Registrar based
upon an Opinion of Counsel (which shall not be an expense of the Certificate
Administrator) that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates, other than such Person, to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, 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 United States Tax Persons have
the authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a) (30) of the Code (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996,
that are eligible to elect to be treated as United States Tax Persons).
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or
A-5-6
holder) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions (as defined in section
1.6011-4 of the Treasury Department regulations) associated herewith and all
materials of any kind (including opinions or other tax analyses) that are
provided to the taxpayer relating to such tax treatment and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Certificate Registrar and any agents
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Certificate Administrator and required under the Agreement to be so paid
on the Distribution Date following the earliest to occur of (A) the purchase by
a Master Servicer, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class A-2, Class X-0, Xxxxx X-0X, Class A-SB, Class A-4, Class A-4FL, Class
A-1A, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage Loans and
each REO Property remaining in the Trust Fund, and (C) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, and (ii) to the Trustee, the
Certificate Administrator, the Master Servicers, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them under the Agreement. The Agreement
permits, but does not require, a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than approximately 1.0% of the Initial
Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the consent of the
Holders of Certificates entitled to at least 51% of the Voting Rights allocated
to the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
A-5-7
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-5-8
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By: ___________________________________
Authorized Representative
A-5-9
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of Assignor
________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
________________________________________________________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
X-0-00
XXXXXXX X-0
FORM OF CLASS Y CERTIFICATE
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6
CLASS Y COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2007-C6
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily, commercial and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
Date of Pooling and Servicing Agreement: Percentage Interest evidenced by this Certificate in
July 1, 2007 Class Y: ___%
Cut-off Date: Individually and collectively, as the Aggregate unpaid principal balance of the Mortgage
context may require, with respect to each Mortgage Pool as of the Cut-off Date, after deducting payments
Loan having its first Due Date in or prior to July 2007, of principal due on or before such date (the "Initial
the related Due Date in July 2007, and with respect to Pool Balance"): $4,756,049,403
each Mortgage Loan having its first Due Date after July 2007,
the later of the date of origination and July 1, 2007
Closing Date: July 31, 2007
First Distribution Date: August 10, 2007
Master Servicer No. 1: Wachovia Bank, National Certificate Administrator: LaSalle Bank National
Association Association
Master Servicer No. 2: Midland Loan Services, Inc. Trustee: Xxxxx Fargo Bank, National Association
Master Servicer No. 3: Capmark Finance Inc. Special Servicer: CWCapital Asset Management LLC
Certificate No. Y [ ]
A-6-1
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., WACHOVIA BANK, NATIONAL ASSOCIATION,
MIDLAND LOAN SERVICES, INC., CAPMARK FINANCE INC., CWCAPITAL ASSET MANAGEMENT
LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
This certifies that ________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class Y Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), between Citigroup Commercial Mortgage
Securities Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association,
Midland Loan Services, Inc. and Capmark Finance Inc., as master servicers
(together, the "Master Servicers", which term includes any successor entities
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), Xxxxx Fargo Bank, National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and LaSalle Bank
National Association, as certificate administrator (the "Certificate
Administrator", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.
Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 6th calendar day of each month (or, if
such 6th calendar day is not a Business Day, then the 5th Business Day following
such 6th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of
A-6-2
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the initial Distribution Date, no later
than the Closing Date) (the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Certificate Administrator by wire transfer in immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Certificate Administrator with written wiring instructions no less
than five (5) Business Days prior to (or, in the case of the first such
distribution, no later than) the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution in respect of this Certificate will be made after
due notice by the Certificate Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts, the SLC Custodial Accounts,
the Distribution Account and, if established, the REO Accounts may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.
If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or the initial Transfer of this Certificate by the Depositor,
the Initial Purchasers or any of their respective Affiliates, then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit G-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit G-2 to the Agreement or as Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that the prospective Transferee is an Institutional Accredited
Investor or a Qualified Institutional Buyer and that such Transfer may be made
without registration
A-6-3
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, any Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit G-2 or Exhibit G-3
attached to the Agreement are, with respect to the subject Transfer, true and
correct. Definitive Non-Registered Certificates may only be held by Qualified
Institutional Buyers and Institutional Accredited Investors.
None of the Depositor, the Trustee, the Certificate Administrator,
or the Certificate Registrar is obligated to register or qualify the Class of
Certificates to which this Certificate belongs, under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Trustee, the Certificate
Administrator, the Certificate Registrar, the Depositor and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.
No Transfer of this Certificate or any interest herein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Non-Registered Certificates or any Transfer of this Certificate
by the Depositor, the Initial Purchasers or any of their respective Affiliates,
the Certificate Registrar shall refuse to register the Transfer of this
Certificate unless it has received from the prospective Transferee, either: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Administrator that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. The form of certification attached to the Agreement as Exhibit H-1 is
acceptable for purposes of the preceding sentence. If any Transferee of this
Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the second preceding sentence, then such Transferee shall
be deemed to have represented and warranted that either: (i) such Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
A-6-4
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicers, the Certificate Administrator,
the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.
Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the respective obligations and responsibilities under the
Agreement of the Depositor, the Certificate Administrator, the Master Servicers,
the Special Servicer and the Trustee (other than certain obligations of the
Trustee set forth in the Agreement) shall terminate upon payment (or provision
for payment) (i) to the Certificateholders of all amounts held by or on behalf
of the Certificate Administrator and required under the Agreement to be so paid
on the Distribution Date following the earliest to occur of (A) the purchase by
the Master Servicers, the Special Servicer or the Majority Controlling Class
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Trust Fund at a price determined as provided in the Agreement, (B) following the
date on which the aggregate Certificate Principal Balance of the Class A-1,
Class A-2, Class X-0, Xxxxx X-0X, Class A-SB, Class A-1A, Class A-4, Class
A-4FL, Class A-M, Class A-MFL, Class A-J, Class A-JFL, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J and Class K Certificates has been
reduced to zero, the exchange by the remaining Certificateholders (exclusive of
the Class R Certificateholders) of their Certificates for all Mortgage Loans and
each REO Property remaining in the Trust Fund, and (C) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, and (ii) to the Trustee, the
Certificate Administrator, the Master Servicers, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them under the Agreement. The Agreement
permits, but does not require, a Master Servicer, the Special Servicer or the
Majority Controlling Class Certificateholder to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than approximately 1.0% of the Initial
Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Certificate Administrator, the Master Servicers, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Certificate Administrator, the
Master Servicers, the Special Servicer and the Trustee with the consent of the
Holders of Certificates entitled to at least 51% of the Voting Rights allocated
to the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.
A-6-5
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such State
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-6-6
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: ____________________________________
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Class Y Certificates referred to in the
within-mentioned Agreement.
Dated: _____________
LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent
By: ____________________________________
Authorized Representative
A-6-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including
postal zip code of assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of Assignor
________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
____________________________________________for the account of _________________
_______________________________________________________________________________.
Distributions made by check (such check to be made payable to ______
_______________________________________________________________________________)
and all applicable statements and notices should be mailed to __________________
_______________________________________________________________________________.
This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.
A-6-8
EXHIBIT B
RELEVANT SERVICING CRITERIA
----------------------------------------------------------------------------------------------------------------------
RELEVANT SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or Certificate Administrator
other triggers and events of default in accordance with the transaction Trustee
agreements. Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, Certificate Administrator
policies and procedures are instituted to monitor the third party's Trustee
performance and compliance with such servicing activities. Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up N/A
servicer for the pool assets are maintained.
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the Certificate Administrator
party participating in the servicing function throughout the reporting Trustee
period in the amount of coverage required by and otherwise in Master Servicer
accordance with the terms of the transaction agreements. Special Servicer
----------------------------------------------------------------------------------------------------------------------
CASH COLLECTION AND ADMINISTRATION
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial Certificate Administrator
bank accounts and related bank clearing accounts no more than two Master Servicer
business days following receipt, or such other number of days specified Special Servicer
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an Certificate Administrator
investor are made only by authorized personnel. Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or Master Servicer
distributions, and any interest or other fees charged for such Special Servicer
advances, are made, reviewed and approved as specified in the Trustee
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts Certificate Administrator
or accounts established as a form of overcollateralization, are Master Servicer
separately maintained (e.g., with respect to commingling of cash) as Special Servicer
set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository Certificate Administrator
institution as set forth in the transaction agreements. For purposes of Master Servicer
this criterion, "federally insured depository institution" with respect Special Servicer
to a foreign financial institution means a foreign financial
institution that meets the requirements of Rule 13k-1(b)(1) under the
Securities Exchange Act.
----------------------------------------------------------------------------------------------------------------------
B-1
----------------------------------------------------------------------------------------------------------------------
RELEVANT SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Certificate Administrator
Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed Certificate Administrator
securities related bank accounts, including custodial accounts and Master Servicer
related bank clearing accounts. These reconciliations are (A) Special Servicer
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in
the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification, or
such other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
INVESTOR REMITTANCES AND REPORTING
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission,
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports:
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(A) (A) Are prepared in accordance with timeframes and other terms set Certificate Administrator
forth in the transaction agreements; Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(B) (B) Provide information calculated in accordance with the terms Certificate Administrator
specified in the transaction agreements;
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(C) (C) Are filed with the Commission as required by its rules and Party who files report
regulations; and
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(D) (D) Agree with investors' or the Certificate Administrator's records as Certificate Administrator
to the total unpaid principal balance and number of pool assets
serviced by the servicer.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with Certificate Administrator
timeframes, distribution priority and other terms set forth in the
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days Certificate Administrator
to the servicer's investor records, or such other number of days
specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with Certificate Administrator
cancelled checks, or other form of payment, or custodial bank
statements.
----------------------------------------------------------------------------------------------------------------------
POOL ASSET ADMINISTRATION
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by Trustee
the transaction agreements or related pool asset documents. Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
B-2
----------------------------------------------------------------------------------------------------------------------
RELEVANT SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the Trustee
transaction agreements Master Servicer
Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, Trustee
reviewed and approved in accordance with any conditions or requirements Master Servicer
in the transaction agreements. Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance Master Servicer
with the related pool asset documents are posted to the servicer's Special Servicer
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related pool asset documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The reporting servicer's records regarding the pool assets agree Master Servicer
with the reporting servicer's records with respect to an obligor's
unpaid principal balance.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool Master Servicer
assets (e.g., loan modifications or re-agings) are made, reviewed and Special Servicer
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, Special Servicer
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period Master Servicer
a pool asset is delinquent in accordance with the transaction Special Servicer
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent pool assets
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets Master Servicer
with variable rates are computed based on the related pool asset
documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow Master Servicer
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on
such funds is paid, or credited, to obligors in accordance with
applicable pool asset documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days of full repayment
of the related pool assets, or such other number of days specified
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
B-3
----------------------------------------------------------------------------------------------------------------------
RELEVANT SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance Master Servicer
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer
at least 30 calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on Master Servicer
behalf of an obligor are paid from the servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error
or omission.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two Master Servicer
business days to the obligor's records maintained by the servicer, or
such other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized Master Servicer
and recorded in accordance with the transaction agreements. Special Servicer
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item N/A
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
[NAME OF REPORTING SERVICER]
Date: ____________________________
By: ______________________________
Name: ____________________________
Title: ___________________________
B-4
EXHIBIT C
FORM OF CUSTODIAL CERTIFICATION
To the parties listed on the attached Schedule A
Re: Citigroup Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass Through Certificates,
Series 2007-C6 (the "Certificates")
Ladies and Gentlemen:
Pursuant to Section 2.02(a) of the Pooling and Servicing Agreement
dated as of July 1, 2007, relating to the above-referenced Certificates (the
"Agreement"), Xxxxx Fargo Bank, National Association, in its capacity as trustee
(the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the
date hereof to the Agreement (except as identified in the exception report
attached hereto) that: (i) without regard to the proviso in the definition of
"Mortgage File," all documents specified in clauses (a)(i), (a)(ii), (a)(iv)(A),
(a)(v) and (a)(vii), and to the extent provided in the related Mortgage File and
actually known by a Responsible Officer of the Trustee to be required, clauses
(a)(iii), (a)(iv)(B), (a)(iv)(C), (a)(vi), (a)(viii) and (a)(ix)(A) of the
definition of "Mortgage File" (or, in the case of the Outside Serviced Trust
Mortgage Loans, in clauses (b)(i) through (b)(iii) of the definition of
"Mortgage File") are in its possession, (ii) all documents delivered or caused
to be delivered by the applicable Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it and appear regular on their face and
appear to relate to such Mortgage Loan, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule for such Mortgage Loan with respect to the items specified in
clauses (v) and (vi)(C) of the definition of "Mortgage Loan Schedule" is
correct.
Neither the Trustee nor any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to
determine that the same are valid, legal, effective, genuine, enforceable, in
recordable form, sufficient or appropriate for the represented purpose or that
they are other than what they purport to be on their face.
Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.
Respectfully,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By: _____________________________________
Name:
Title:
C-1
SCHEDULE A
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxx
XXX0-XX0000
Xxxxxxxxx, XX 00000
Attn: Citigroup Commercial Mortgage Trust 2007-C6
with a copy to:
Wachovia Bank, National Association
NC 0630
000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Commercial Real Estate Services
Midland Loan Services, Inc.
00000 Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: Citigroup Commercial Mortgage Trust 2007-C6
Capmark Finance Inc.
000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn: Servicing Managing Director
CWCapital Asset Management LLC
000 00xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxxxx (CGCMT 2007-C6)
with a copy to CWCapital Asset Management LLC
One Xxxxxxx River Place
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxx (CGCMT 2007-C6)
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Citigroup Global Markets Realty Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
LaSalle Bank National Association
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
C-2
PNC Bank, National Association
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: Xxxxx Xxxx
with a copy to:
PNC Bank, National Association
One PNC Plaza
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxx Xxxxx
C-3
EXHIBIT D-1
FORM OF MASTER SERVICER REQUEST FOR RELEASE
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust (CMBS)
Citigroup Commercial Mortgage Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
In connection with the administration of the Mortgage Files held by
you as Trustee (or by a Custodian on your behalf), under that certain Pooling
and Servicing Agreement dated as of July 1, 2007 (the "Pooling and Servicing
Agreement"), by and between Citigroup Commercial Mortgage Securities Inc., as
depositor, Wachovia Bank, National Association, Midland Loan Services, Inc. and
Capmark Finance Inc., as master servicers (the "Master Servicers"), CWCapital
Asset Management LLC, as special servicer (the "Special Servicer"), Xxxxx Fargo
Bank, National Association, as trustee (the "Trustee"), and LaSalle Bank
National Association, as certificate administrator (the "Certificate
Administrator"), the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by you as Trustee or by a
Custodian on your behalf, with respect to the following described Mortgage Loan
for the reason indicated below.
Property Name: _____________________________________________________
Address: ___________________________________________________________
Control No.: _______________________________________________________
If only particular documents in the Mortgage File are requested,
please specify which: __________________________________________________________
________________________________________________________________________________
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned hereby
certifies that all amounts received in connection with
the Mortgage Loan that are required to be credited to
the Collection Account or the applicable SLC Custodial
Account pursuant to the Pooling and Servicing Agreement,
have been or will be so credited.
______ 2. Other. (Describe) ______________________________________
________________________________________________________
________________________________________________________
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.
D-1-1
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
[WACHOVIA BANK, NATIONAL ASSOCIATION]
[MIDLAND LOAN SERVICES, INC.]
[CAPMARK FINANCE INC.]
By: _____________________________________
Name:
Title:
X-0-0
XXXXXXX X-0
FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS)
Citigroup Commercial Mortgage Securities, Series 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
In connection with the administration of the Mortgage Files held by
you as Trustee (or by a Custodian on your behalf), under that certain Pooling
and Servicing Agreement dated as of July 1, 2007 (the "Pooling and Servicing
Agreement"), by and between Citigroup Commercial Mortgage Securities Inc., as
depositor, Wachovia Bank, National Association, Midland Loan Services, Inc. and
Capmark Finance Inc., as master servicers (the "Master Servicers"), CWCapital
Asset Management LLC, as special servicer (the "Special Servicer"), Xxxxx Fargo
Bank, National Association, as trustee (the "Trustee"), and LaSalle Bank
National Association, as certificate administrator (the "Certificate
Administrator"), the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by you as Trustee or by a
Custodian on your behalf, with respect to the following described Mortgage Loan
for the reason indicated below.
Property Name: _____________________________________________________
Address: ___________________________________________________________
Control No.: _______________________________________________________
If only particular documents in the Mortgage File are requested,
please specify which:
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned hereby
certifies that all amounts received in connection with
the Mortgage Loan that are required to be credited to
the Collection Account or the applicable Loan
Combination Custodial Account pursuant to the Pooling
and Servicing Agreement, have been or will be so
credited.
______ 2. Other. (Describe) ______________________________________
________________________________________________________
________________________________________________________
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.
D-2-1
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
CWCAPITAL ASSET MANAGEMENT LLC
By: _____________________________________
Name:
Title:
D-2-2
EXHIBIT E
CALCULATION OF NET CASH FLOW
"Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.
In determining vacancy for the "revenue" component of Net Cash Flow
for each rental property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other rental properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.
In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.0% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures, and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.
E-1
EXHIBIT F
FORM OF DISTRIBUTION DATE STATEMENT
[SEE ATTACHED]
F-1
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services,
Citigroup Commercial Mortgage Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6, Class
_____, [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of July 31, 2007
(the "Closing Date") of $_______] [representing a ___%
Percentage Interest in the applicable Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of July
1, 2007 (the "Pooling and Servicing Agreement"), by and between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wachovia Bank, National
Association, Midland Loan Services, Inc. and Capmark Finance Inc., as master
servicers, CWCapital Asset Management LLC, as special servicer, Xxxxx Fargo
Bank, National Association, as trustee, and LaSalle Bank National Association,
as certificate administrator. All capitalized terms used herein and not
otherwise herein defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred
G-1-1
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state
securities laws.
Very truly yours,
_________________________________________
(Transferor)
By: _____________________________________
Name:
Title:
G-1-2
EXHIBIT G-2
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services, Citigroup Commercial
Mortgage Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6, Class
_____, [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of July 31, 2007
(the "Closing Date") of $_______] [representing a ___%
Percentage Interest in the applicable Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to
________________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services,
Inc. and Capmark Finance Inc., as master servicers, CWCapital Asset Management
LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee,
and LaSalle Bank National Association, as certificate administrator. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:
1. The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the
"Securities Act"), and has completed one of the forms of certification to
that effect attached hereto as Annex 1 and Annex 2. The Transferee is
aware that the sale to it is being made in reliance on Rule 144A. The
Transferee is acquiring the Transferred Certificates for its own account
or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account
of another Qualified Institutional Buyer and to whom notice is given that
the resale, pledge or transfer is being made in reliance on Rule 144A, or
(b) pursuant to another exemption from registration under the Securities
Act.
2. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and payments
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, and (e) all related matters, that it has requested.
G-2-1
3. If the Transferee proposes that the Transferred Certificates
be registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
_________________________________________
(Transferee)
By: _____________________________________
Name:
Title:
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
_________________________________________
(Nominee)
By: _____________________________________
Name:
Title:
G-2-2
ANNEX 1 TO EXHIBIT G-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee").
2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended, because (i) [the Transferee] [each of the Transferee's equity
owners] owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded
securities referred to below) as of the end of such entity's most recent
fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Transferee satisfies the criteria in the category marked
below.
_____ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
_____ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any state, U.S. territory
or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the state
or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto,
as of a date not more than 16 months preceding the date of sale
of the Transferred Certificates in the case of a U.S. bank, and
not more than 18 months preceding such date of sale in the case
of a foreign bank or equivalent institution.
_____ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision
over any such institutions, or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto,
as of a date not more than 16
______________________________
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that
case, Transferee or such equity owner, as the case may be, must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
G-2-3
months preceding the date of sale of the Transferred Certificates
in the case of a U.S. savings and loan association, and not more
than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
_____ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
_____ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
_____ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency
or instrumentality of the state or its political subdivisions,
for the benefit of its employees.
_____ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
_____ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
_____ QIB Subsidiary. All of the Transferee's equity owners are
"qualified institutional buyers" within the meaning of Rule 144A.
_____ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete Annex 2
rather than this Annex 1).
3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee did not include (i) securities of issuers that are affiliated
with such Person, (ii) securities that are part of an unsold allotment to
or subscription by such Person, if such Person is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee used the cost of such securities to such Person, unless such
Person reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate
amount, the Transferee may have included securities owned by subsidiaries
of such Person, but only if such subsidiaries are consolidated with such
Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries
are managed under such Person's direction. However, such securities were
not included if such Person is a majority-owned, consolidated subsidiary
of another enterprise and such Person is not itself a reporting company
under the Securities Exchange Act of 1934, as amended.
G-2-4
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule
144A.
Will the Transferee be purchasing the Transferred
___ ___ Certificates
Yes No only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by
the Transferee through one or more of the appropriate methods contemplated
by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the
Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the
Transferee is a bank or savings and loan as provided above, the Transferee
agrees that it will furnish to such parties any updated annual financial
statements that become available on or before the date of such purchase,
promptly after they become available.
8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
_________________________________________
Print Name of Transferee
By: _____________________________________
Name:
Title:
Date:
G-2-5
ANNEX 2 TO EXHIBIT G-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act of 1933, as amended, because the Transferee is part of a Family of
Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered
under the Investment Company Act of 1940, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year. For purposes of
determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities
was used, unless the Transferee or any member of the Transferee's Family
of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were
valued at market.
______ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
______ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part
of the Transferee's Family of Investment Companies, (ii) bank deposit
notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary
G-2-6
basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee will be in reliance on Rule
144A.
Will the Transferee be purchasing the Transferred
_____ _____ Certificates
Yes No only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by
the Transferee through one or more of the appropriate methods contemplated
by Rule 144A.
7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.
8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
_________________________________________
Print Name of Transferee or Adviser
By: _____________________________________
Name:
Title:
IF AN ADVISER:
_________________________________________
Print Name of Transferee
_________________________________________
Date:
G-2-7
EXHIBIT G-3
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services,
Citigroup Commercial Mortgage Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6, Class
_____, [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of July 31, 2007
(the "Closing Date") of $_______] [representing a ___%
Percentage Interest in the applicable Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of July
1, 2007 (the "Pooling and Servicing Agreement"), by and between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wachovia Bank, National
Association, Midland Loan Services, Inc. and Capmark Finance Inc., as master
servicers, CWCapital Asset Management LLC, as special servicer, Xxxxx Fargo
Bank, National Association, as trustee, and LaSalle Bank National Association,
as certificate administrator. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:
1. The Transferee is acquiring the Transferred Certificates for
its own account for investment and not with a view to or for sale or
transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended
(the "Securities Act"), or any applicable state securities laws.
2. The Transferee understands that (a) the Transferred
Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws,
(b) none of the Depositor, the Trustee or the Certificate Registrar is
obligated so to register or qualify the Class of Certificates to which the
Transferred Certificates belong, and (c) neither the Transferred
Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (i) registered pursuant
to the Securities Act and registered or qualified pursuant to any
applicable state securities laws or (ii) sold or transferred in
transactions which are exempt from such registration and qualification and
the Certificate Registrar has received: (A) a certificate from the
prospective transferor substantially in the form attached as Exhibit G-1
to the Pooling and Servicing Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form
attached either as Exhibit G-2 to the Pooling and Servicing Agreement or
as Exhibit G-3 to the Pooling and Servicing Agreement; or (B) an Opinion
of Counsel satisfactory to the Certificate Registrar to the
G-3-1
effect that, among other things, the transfer may be made without
registration under the Securities Act, together with written
certification(s) as to the facts surrounding the transfer from the
prospective transferor and/or prospective transferee upon which such
Opinion of Counsel is based.
3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate or interest therein, except in
compliance with the provisions of Section 5.02 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed, and that
each Transferred Certificate will bear legends substantially to the
following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security to any person in any manner, (b) solicited any
offer to buy or accept a pledge, disposition or other transfer of any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security by means of general advertising
or in any other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in any Transferred Certificate or
any other similar security, which (in the case of any of the acts
described in clauses (a) through (e) above) would constitute a
distribution of the Transferred Certificates under the Securities Act,
would render the disposition of the Transferred Certificates a violation
of Section 5 of the Securities Act or any state securities law or would
require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized or
will it authorize any person to act, in any manner set forth in the
foregoing sentence with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security.
G-3-2
5. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and payments
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, and (e) all related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning
of paragraphs (1), (2), (3) and/or (7) of Rule 501(a) under the Securities
Act or an entity in which all of its equity owners come within such
paragraphs. The Transferee has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks
of an investment in the Transferred Certificates; the Transferee has
sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is
able to bear the economic risks of such an investment and can afford a
complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates
be registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
_____________________________________________
(Transferee)
By: _________________________________________
Name:
Title:
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
_____________________________________________
(Nominee)
By: _________________________________________
Name:
Title:
G-3-3
EXHIBIT G-4
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES
[Date]
[TRANSFEROR]
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6, Class
_____, having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of July 31, 2007
(the "Closing Date") of $__________ (the "Transferred
Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Transferred Certificates were issued pursuant to
the Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services,
Inc. and Capmark Finance Inc., as master servicers, CWCapital Asset Management
LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee,
and LaSalle Bank National Association, as certificate administrator. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, the Trustee and the Certificate Registrar,
that:
1. The Transferee is a "qualified institutional buyer" (a
"Qualified Institutional Buyer") as that term is defined in Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the
"Securities Act") and has completed one of the forms of certification to
that effect attached hereto as Annex 1 and Annex 2. The Transferee is
aware that the Transfer to it of the Transferor's interest in the
Transferred Certificates is being made in reliance on Rule 144A. The
Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of another Qualified Institutional
Buyer.
2. The Transferee understands that (a) the Transferred
Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws,
(b) none of the Depositor, the Trustee or the Certificate Registrar is
obligated so to register or qualify the Transferred Certificates, and (c)
neither any Transferred Certificate nor any interest therein may be resold
or transferred unless it is (i) registered pursuant to the Securities Act
and registered or qualified pursuant to any applicable state securities
laws or (ii) sold or transferred in a transaction which is exempt from
such registration and qualification.
G-4-1
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates or any interest therein except in
compliance with the provisions of Section 5.02 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed, and that
the Transferred Certificates will bear legends substantially to the
following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
4. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the nature, performance and servicing of the
Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
created pursuant thereto, and (e) all related matters, that it has
requested.
Very truly yours,
_____________________________________________
(Transferee)
By: _________________________________________
Name:
Title:
G-4-2
ANNEX 1 TO EXHIBIT G-4
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Citigroup Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates
(the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A"), because (i) [the Transferee] [each of the Transferee's
equity owners] owned and/or invested on a discretionary basis
$____________(2) in securities (other than the excluded securities
referred to below) as of the end of such entity's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
_____ Corporation, etc. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
_____ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any State, U.S.
territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the
State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S. bank, and not more than 18 months preceding
such date of sale in the case of a foreign bank or equivalent
institution.
_____ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a State or Federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S.
________________________
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that
case, Transferee or such equity owner, as the case may be, must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
G-4-3
savings and loan association, and not more than 18 months
preceding such date of sale in the case of a foreign savings
and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934, as
amended.
___ Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
State, U.S. territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security
Act of 1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as
amended.
___ QIB Subsidiary. All of the Transferee's equity owners are
"qualified institutional buyers" within the meaning of Rule
144A.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee did not include (i) securities of issuers that are affiliated
with such Person, (ii) securities that are part of an unsold allotment to
or subscription by such Person, if such Person is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the
Transferee used the cost of such securities to such Person, unless such
Person reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate
amount, the Transferee may have included securities owned by subsidiaries
of such Person, but only if such subsidiaries are consolidated with such
Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries
are managed under such Person's direction. However, such securities were
not included if such Person is a majority-owned, consolidated subsidiary
of another enterprise and such Person is not itself a reporting company
under the Securities Exchange Act of 1934, as amended.
G-4-4
5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the
statements made herein because one or more Transfers to the Transferee may
be in reliance on Rule 144A.
_____ _____ Will the Transferee be acquiring interests in the
Yes No Transferred Certificates only for the Transferee's
own account?
6. If the answer to the foregoing question is "no," then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of
such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's acquisition of any
interest in of the Transferred Certificates will constitute a
reaffirmation of this certification as of the date of such acquisition. In
addition, if the Transferee is a bank or savings and loan as provided
above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the
date of such acquisition, promptly after they become available.
8. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
_____________________________________________
(Transferee)
By: _________________________________________
Name:
Title:
Date:
G-4-5
ANNEX 2 TO EXHIBIT G-4
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Citigroup Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates
(the "Transferee") or, if the Transferee is a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act of
1933, as amended ("Rule 144A"), because the Transferee is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined
in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii)
as marked below, the Transferee alone owned and/or invested on a
discretionary basis, or the Transferee's Family of Investment Companies
owned, at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used, unless the Transferee or
any member of the Transferee's Family of Investment Companies, as the case
may be, reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the
securities of such entity were valued at market.
____ The Transferee owned and/or invested on a
discretionary basis $___________________ in
securities (other than the excluded securities
referred to below) as of the end of the
Transferee's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part
of the Transferee's Family of Investment Companies, (ii) bank deposit
notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, or owned by the
Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
G-4-6
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee will be in reliance on
Rule 144A.
_____ _____ Will the Transferee be acquiring interests
Yes No in the Transferred Certificates only for
the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of
such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's acquisition of any interest in
the Transferred Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such acquisition.
8. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.
_______________________________________
(Transferee or Adviser)
By: ___________________________________
Name:
Title:
Date:
IF AN ADVISER:
Print Name of Transferee
_______________________________________
Date:
G-4-7
EXHIBIT G-5
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES
[Date]
[TRANSFEROR]
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6,
Class _____, having an initial aggregate [Certificate
Principal Balance] [Certificate Notional Amount] as of
July 31, 2007 (the "Closing Date") of $__________ (the
"Transferred Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Transferred Certificates were issued pursuant to
the Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services,
Inc. and Capmark Finance Inc., as master servicers, CWCapital Asset Management
LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee,
and LaSalle Bank National Association, as certificate administrator. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Trustee and the Depositor, that the Transferee is not a
United States Securities Person.
For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is
G-5-1
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organizations, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.
The Transferee understands that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.
Dated: __________, _____
Very truly yours,
(Transferee)
By:____________________________________
Name:
Title:
G-5-2
EXHIBIT H-1
FORM I OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)
_____________, 20__
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services - Citigroup Commercial Mortgage
Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6 (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of July 31, 2007 (the "Closing Date")
of $__________] [evidencing a ____% Percentage Interest in the subject Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of July 1, 2007, between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wachovia Bank National
Association, Midland Loan Services, Inc. and Capmark Finance Inc., as master
servicers, CWCapital Asset Management LLC, as special servicer, Xxxxx Fargo
Bank, National Association, as trustee, and LaSalle Bank National Association,
as certificate administrator. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you as Certificate Registrar, as follows (check the applicable paragraph):
_____ The Transferee (A) is not an employee benefit plan or other
retirement arrangement, including an individual retirement
account or annuity, a Xxxxx plan or a collective investment
fund or separate account in which such plans, accounts or
arrangements are invested, including, without limitation, an
insurance company general account, that is subject to ERISA or
the Code (each, a "Plan"), and (B) is not directly or
indirectly purchasing the Transferred Certificates on behalf
of, as named fiduciary of, as trustee of, or with assets of a
Plan; or
_____ The Transferee is using funds from an insurance company
general account to acquire the Transferred Certificates,
however, the purchase and holding of such Certificates by such
Person is exempt from the prohibited transaction provisions of
Sections 406 and 407 of ERISA and the excise taxes imposed on
such prohibited transactions by Section 4975 of the Code, by
reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60.
_____ The Transferred Certificates are rated in one of the four
highest generic rating categories by one of the Rating
Agencies and are being acquired by or on behalf of a Plan in
reliance on Prohibited Transaction Exemption 91-23 and such
Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not
H-1-1
sponsored (within the meaning of Section 3(16)(B) of ERISA) by
the Trustee, the Depositor, any Mortgage Loan Seller, any Swap
Counterparty, any Master Servicer, the Special Servicer, any
Sub-Servicer, any Person responsible for the servicing and
administration of any Outside Serviced Trust Mortgage Loan or
any related REO Property, any Exemption-Favored Party or any
Mortgagor with respect to Mortgage Loans constituting more
than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined on the date of the initial
issuance of the Certificates, or by any Affiliate of such
Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans, a written representation that such
Transferee, if a Plan, satisfies the requirements of the
immediately preceding clauses (X) and (Y), together with a
written agreement that such Transferee will obtain from each
of its Transferees that are Plans a similar written
representation regarding satisfaction of the requirements of
the immediately preceding clauses (X) and (Y), and, if the
Transferred Certificates are Floating Rate Certificates, such
Plan's acquisition and holding of this Certificate or an
interest herein are eligible for the exemptive relief
available under at least one of Prohibited Transaction
Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.
Very truly yours,
_________________________________
(Transferee)
By:____________________________________
Name:
Title:
X-0-0
XXXXXXX X-0
FORM II OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA (BOOK-ENTRY NON-REGISTERED CERTIFICATES)
[Date]
[TRANSFEROR]
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6 (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in Class
___ Certificates [having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of July 31, 2007 (the "Closing Date") of
$__________] [evidencing a ____% Percentage Interest in the related Class] (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of July 1, 2007, by and between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services,
Inc. and Capmark Finance Inc., as master servicers, CWCapital Asset Management
LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee,
and LaSalle Bank National Association, as certificate administrator. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):
______ The Transferee (A) is not an employee benefit plan or other
retirement arrangement, including an individual retirement
account or annuity, a Xxxxx plan or a collective investment
fund or separate account in which such plans, accounts or
arrangements are invested, including, without limitation, an
insurance company general account, that is subject to ERISA or
the Code (each, a "Plan"), and (B) is not directly or
indirectly purchasing an interest in the Transferred
Certificates on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan;
______ The Transferee is using funds from an insurance company
general account to acquire an interest in the Transferred
Certificates, however, the purchase and holding of such
interest by such Person is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by
reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60.
______ The Transferred Certificates are rated in one of the four
highest generic rating categories by one of the Rating
Agencies and an interest in such Certificates is being
acquired by or on behalf of a Plan in reliance on Prohibited
Transaction Exemption 91-23 and such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
Mortgage Loan Seller, any Swap Counterparty, any Master
Servicer, the Special Servicer, any Sub-Servicer, any Person
responsible for the
H-2-1
servicing and administration of any Outside Serviced Trust
Mortgage Loan or any related REO Property, or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of
the aggregate unamortized principal balance of all the
Mortgage Loans determined on the date of the initial issuance
of the Certificates, or by any Affiliate of such Person, and
(Z) agrees that it will obtain from each of its Transferees
that are Plans, a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately
preceding clauses (X) and (Y), together with a written
agreement that such Transferee will obtain from each of its
Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately
preceding clauses (X) and (Y); and, if the Transferred
Certificates are Floating Rate Certificates, such Plan's
acquisition and holding of this Certificate or an interest
herein are eligible for the exemptive relief available under
at least one of Prohibited Transaction Exemption 84-14, 90-1,
91-38, 96-23 or 95-60.
Very truly yours,
_________________________________
(Transferee)
By:____________________________________
Name:
Title:
X-0-0
XXXXXXX X-0
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
REGARDING CLASS R CERTIFICATES
TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(A)(6)(A) AND 860E(E)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(C)(4)
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6 (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement dated as of July 1, 2007 (the "Pooling and Servicing
Agreement"), by and between Citigroup Commercial Mortgage
Securities Inc., as Depositor, Wachovia Bank, National
Association, Midland Loan Services, Inc. and Capmark Finance
Inc., as Master Servicers, CWCapital Asset Management LLC, as
Special Servicer, Xxxxx Fargo Bank, National Association, as
Trustee, and LaSalle Bank National Association, as Certificate
Administrator
STATE OF __________________________ )
) ss.: _____________________________
COUNTY OF ________________________ )
The undersigned declares that, to the best knowledge and belief of
the undersigned, the following representations are true, correct and complete:
1. ______________________________ (the "Purchaser"), is acquiring
Class R Certificates representing ________________% of the residual interest in
each of the real estate mortgage investment conduits (each, a "REMIC")
designated as the "Loan REMICs", "REMIC I" and "REMIC II", respectively,
relating to the Certificates for which an election is to be made under Section
860D of the Internal Revenue Code of 1986, as amended (the "Code").
2. The Purchaser is not a "Disqualified Organization" (as defined
below), and the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct
or indirect record or beneficial ownership thereof, to a Disqualified
Organization. For the purposes hereof, a Disqualified Organization is any of the
following: (i) the United States, (ii) any state or political subdivision
thereof, (iii) any foreign government, (iv) any international organization, (v)
any agency or instrumentality of any of the foregoing, (vi) any tax-exempt
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (vii) any
organization described in Section 1381(a)(2)(C) of the Code, or (viii) any other
entity designated as a "disqualified organization" by relevant legislation
amending the REMIC Provisions and in effect at or proposed to be effective as of
the time of determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.
I-1-1
3. The Purchaser acknowledges that Section 860E(e) of the Code
would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in
any Class R Certificates to a Disqualified Organization.
4. The Purchaser will not transfer the Class R Certificates to
any person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraphs 2 and 7 hereof are not satisfied, or to any person or entity with
respect to which the Purchaser has not (at the time of such transfer) satisfied
the requirements under the Code to conduct a reasonable investigation of the
financial condition of such person or entity (or its current beneficial owners
if such person or entity is classified as a partnership under the Code).
5. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an
agent thereof or a person that does not satisfy the requirements of paragraph 7.
6. The Purchaser consents to the designation of the Trustee as
the agent of the Tax Matters Person of the Loan REMICs, REMIC I and REMIC II
pursuant to Section 10.01 of the Pooling and Servicing Agreement.
7. No purpose of the acquisition of the Class R Certificates is
to impede the assessment or collection of tax.
[CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]
[ ] 8. If the Transferor requires the safe harbor under Treasury
regulations section 1.860E-1 to apply:
i. The Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class R
Certificates as they become due.
ii. The Purchaser understands that it may incur tax liabilities with
respect to the Class R Certificates in excess of any cash flows
generated by such Certificates.
iii. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between
the United States and any foreign jurisdiction) of a United States
Tax Person.
iv. The Purchaser will not cause the income from the Class R
Certificates to be 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 a
United States Tax Person.
[CHECK THE STATEMENT THAT APPLIES]
[ ] v) In accordance with Treasury Regulations Section 1.860E-1, the
Purchaser:
a) is an "eligible corporation" as defined in Section
1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a domestic C
corporation other than a corporation which is exempt from, or is not
subject to, tax under Section 11 of the Code; a Regulated Investment
Company as defined in Section 851(a) of the Code; a Real Estate
Investment Trust as defined in Section 856(a) of the Code; a REMIC
as defined in Section 860D of the Code; or an organization to which
part I of
I-1-2
subchapter T of chapter 1 of subtitle A of the Code applies, as to
which the income of Class R Certificates will only be subject to
taxation in the United States,
b) has, and has had in each of its two preceding fiscal years,
gross assets for financial reporting purposes (excluding any
obligation of a person related to the transferee within the meaning
of Section 1.860E-1(c)(6)(ii) of the Treasury regulations or any
other assets if a principal purpose for holding or acquiring such
asset is to satisfy this condition) in excess of $100 million and
net assets of $10 million, and
c) hereby agrees only to transfer the Certificate to another
"eligible corporation" meeting the criteria set forth in Treasury
regulations section 1.860E-1.
OR
[ ] vi) The Purchaser is a United States Tax Person and the consideration
paid to the Purchaser for accepting the Class R Certificates is
greater than the present value of the anticipated net federal income
taxes and tax benefits ("Tax Liability Present Value") associated
with owning such Certificates, with such present value computed
using a discount rate equal to the "Federal short-term rate"
prescribed by Section 1274 of the Code as of the date hereof or, to
the extent it is not, if the Transferee has asserted that it
regularly borrows, in the ordinary course of its trade or business,
substantial funds from unrelated third parties at a lower interest
rate than such applicable federal rate and the consideration paid to
the Purchaser is greater than the Tax Liability Present Value using
such lower interest rate as the discount rate, the transactions with
the unrelated third party lenders, the interest rate or rates, the
date or dates of such transactions, and the maturity dates or, in
the case of adjustable rate debt instruments, the relevant
adjustment dates or periods, with respect to such borrowings, are
accurately stated in Exhibit A to this letter
[ ] 9. If the Transferor does not require the safe harbor under Treasury
regulations section 1.860E-1 to apply: [CHECK THE STATEMENT THAT APPLIES]
[ ] i) The Purchaser is a "United States person" as defined in Section
7701(a) of the Code and the regulations promulgated thereunder (the
Purchaser's U.S. taxpayer identification number is ______________).
The Purchaser is not classified as a partnership under the Code (or,
if so classified, all of its beneficial owners are United States
persons).
OR
[ ] ii) The Purchaser is not a United States person. However, the Purchaser:
a) conducts a trade or business within the United States and, for
purposes of Treasury regulations section 1.860G-3(a)(3), is subject
to tax under Section 882 of the Code;
b) understands that, for purposes of Treasury regulations section
1.860E-1(c)(4)(ii), as a holder of a Class R Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of any cash flows generated by such Class R Certificate;
c) intends to pay the taxes associated with holding a Class R
Certificate;
d) is not classified as a partnership under the Code (or, if so
classified, all of its beneficial owners either satisfy clauses (a),
(b) and (c) of this sentence or are United States persons); and
I-1-3
e) has furnished the Transferor and the Trustee with an effective
IRS Form W-8ECI or successor form and will update such form as may
be required under the applicable Treasury regulations
Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.
I-1-4
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this _______ day of
___________________________.
By: _____________________________
Name: ___________________________
Title: ___________________________
Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a _______________________ of the Purchaser, and acknowledged to me that
he/she executed the same at his/her free act and deed and at the free act and
deed of the Purchaser.
Subscribed and sworn before me this
_________ day of ______________, 20_____.
_________________________________________
Notary Public
I-1-5
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
REGARDING CLASS R CERTIFICATES
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services - Citigroup Commercial Mortgage
Trust 2007-C6
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6 (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class R Certificates evidencing a ____% Percentage Interest in such Class (the
"Residual Interest Certificates"). The Certificates, including the Residual
Interest Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of July 1, 2007 (the "Pooling and Servicing Agreement"),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wachovia
Bank, National Association, Midland Loan Services, Inc. and Capmark Finance
Inc., as master servicers, CWCapital Asset Management LLC, as special servicer,
Xxxxx Fargo Bank, National Association, as trustee, and LaSalle Bank National
Association, as certificate administrator. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:
1. No purpose of the Transferor relating to the transfer of
the Residual Interest Certificates by the Transferor to the Transferee is
or will be to impede the assessment or collection of any tax.
2. The Transferor understands that the Transferee has
delivered to you a Transfer Affidavit and Agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1. The Transferor does
not know or believe that any representation contained therein is false.
I-2-1
3. The Transferor has at the time of this transfer
conducted a reasonable investigation of the financial condition of the
Transferee (or the beneficial owners of the Transferee if it is classified
as a partnership under the Internal Revenue Code of 1986, as amended) as
contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as a
result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has
found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may
not be respected for United States income tax purposes (and the Transferor
may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.
Very truly yours,
______________________________________
(Transferor)
By:____________________________________
Name:
Title:
X-0-0
XXXXXXX X-0
FORM OF NOTICE AND ACKNOWLEDGMENT
[Date]
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Service,
a division of the XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[OTHER RATING AGENCIES FOR NON-TRUST MORTGAGE LOAN SECURITIES]
Ladies and Gentlemen:
This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of July 1, 2007 and relating to
Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6 (the "Agreement"). Capitalized terms used but not
otherwise defined herein shall have respective meanings assigned to them in the
Agreement.
Notice is hereby given that [the Holders of Certificates evidencing
a majority of the Voting Rights allocated to the Controlling Class have]
[_____________________ has] designated ________________ to serve as the [Special
Servicer [(other than with respect to ___________)]] [_____________ Special
Servicer] under the Agreement.
The designation of __________________ as [Special Servicer [(other
than with respect to ___________)]] [_____________ Special Servicer] will become
final if certain conditions are met and you deliver to _________________, the
trustee under the Agreement (the "Trustee"), written confirmation that if the
person designated to become the [Special Servicer [(other than with respect to
___________)]] [_____________ Special Servicer] were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates [or
one or more classes of any Non-Trust Mortgage Loan Securities backed by
_____________]. Accordingly, such confirmation is hereby requested as soon as
possible.
J-1-1
Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.
Very truly yours,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:______________________________________
Name:
Title:
Receipt acknowledged:
XXXXX'X INVESTORS SERVICE, INC.
By: ________________________________
Name:
Title:
Date:
FITCH, INC.
By: ________________________________
Name:
Title:
Date:
STANDARD AND POOR'S RATINGS SERVICE,
A DIVISION OF THE XXXXXX-XXXX COMPANIES, INC.
By: ________________________________
Name:
Title:
Date:
[OTHER APPLICABLE RATING AGENCIES]
By: ________________________________
Name:
Title:
Date:
X-0-0
XXXXXXX X-0
FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER
[Date]
[TRUSTEE]
[MASTER SERVICERS]
[DEPOSITOR]
[CERTIFICATE ADMINISTRATOR]
Re: Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6
Ladies and Gentlemen:
Pursuant to Section 6.09 of the Pooling and Servicing Agreement,
dated as of July 1, 2007, relating to Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as [Special Servicer [(other than
with respect to ___________)]] [_____________ Special Servicer] under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of [Special Servicer [(other
than with respect to ___________)]] [_____________ Special Servicer]. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
____________________.
Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.
[NAME OF PROPOSED SPECIAL SERVICER]
By:_________________________________
Name:
Title:
J-2-1
EXHIBIT K
LIST OF DESIGNATED SUB-SERVICERS
MORTGAGE
LOAN LOAN LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME PRIMARY SERVICER
---------------------------------------------------------------------------------------------------------------------------------
5 LaSalle 1 Wachovia Capitol Center LJ Melody
12 LaSalle 1 000 Xxxx Xxxxxxx HFF
17 LaSalle 1 Fifty West Corporate Center JBL Company
19 LaSalle 1 Xxxxxxx Square Office Park JBL Company
22 LaSalle 1 Woodside Corporate Xxxx XX Xxxxxx
23 LaSalle 1 000 Xxxxxxxxxx Xxxxxx Xxxxx HFF
32 CGM 0 Xxxxxxxxx Xxxxx XXXX Melody
38 CGM 2 Forest Ridge Apartments NorthMarq Capital, Inc.
42 LaSalle 1 Regency Court HFF
52 CGM 1 Salishan Spa & Golf Resort CBRE Melody
00 XxXxxxx 0 XXX - Xxxxx Xxxx (Buildings A & B) LJ Melody
60 CGM 1 Bursca Business Park Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
64 CGM 1 Medstar Building NorthMarq Capital, Inc.
70 LaSalle 1 International Towers Building JBL Company
73 CGM 1 Top Foods - Puyallup, WA CBRE Melody
85 CGM 1 Hampton Inn - West Covina, CA Laureate Capital, LLC
86 LaSalle 1 Windsor Commerce Center Pinnacle Financial Group
87 CGM 1 1556 20th Street Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
00 XxXxxxx 0 XXX - Xxxxx Xxxx (Xxxxxxxx X) LJ Melody
103 CGM 1 Quality Inn & Suites - Dulles, VA Laureate Capital, LLC
104 CGM 2 Xxxxx Xxxx III Apartments Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
105 LaSalle 1 The Shoppes at Xxxxxxx Collateral Mortgage
107 CGM 1 Clocktower Shopping Center NorthMarq Capital, Inc.
109 CGM 1 Crossroads Shopping Center Newmark Realty Capital, Inc.
111 CGM 1 Cherokee Building I NorthMarq Capital, Inc.
112 CGM 1 29 Orangewood Place Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
113 LaSalle 1 761 - 000 Xxxxxxxx Xxxxxx HFF
121 CGM 1 Cherokee Building II NorthMarq Capital, Inc.
125 CGM 1 Xxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx Law Office CBRE Melody
127 CGM 1 Northpoint Center NorthMarq Capital, Inc.
128 CGM 1 Xxxx'x Home Improvement NorthMarq Capital, Inc.
132 CGM 1 Kohls - Florence, SC Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
133 LaSalle 1 Women's Physician Center HFF
143 CGM 1 Holiday Inn Express - Boone, NC Laureate Capital, LLC
147 CGM 1 Barclay's Portfolio CBRE Melody
148 CGM 0 Xxxxxxxxx Xxx - Xxxxxxxxxx, XX Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
154 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxxxx, XX NorthMarq Capital, Inc.
156 LaSalle 1 Xxxxx Displays Corporate Headquarters Collateral Mortgage
167 CGM 2 The Lakes at Gig Harbor CBRE Melody
K-1
MORTGAGE
LOAN LOAN LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME PRIMARY SERVICER
---------------------------------------------------------------------------------------------------------------------------------
168 LaSalle 1 Randstad Building LJ Melody
169 CGM 1 2308 Broadway Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
175 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx, XX Laureate Capital, LLC
179 LaSalle 1 The Crossroads Pacific Southwest Realty Service
000 XxXxxxx 0 Xxxxxxxxxx Xxxxxxx Apartments Collateral Mortgage
189 CGM 0 Xxxxxxxxxx Xxxxx XXXX Melody
190 CGM 0 Xxxxxxx Xxxx XXXX Melody
195 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxx, XX NorthMarq Capital, Inc.
000 XxXxxxx 0 Xxxx Xxxxx Xx - Xxxxxxxxx XXXXXXX FINANCE
197 CGM 1 La Quinta - Waldorf, MD Laureate Capital, LLC
198 CGM 1 Gander Mountain CBRE Melody
201 LaSalle 1 Home Depot Xxxxxxx Financial Group
210 LaSalle 1 Hampton Inn Xxxxxxxx Laureate Capital
211 LaSalle 1 Cobalt Marketplace Laureate Capital
212 CGM 1 Tyler Plaza CBRE Melody
217 CGM 1 Midtown Business Center Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
219 LaSalle 1 Rite Aid - Totem Lake Pacific Southwest Realty Service
221 LaSalle 1 Harbour Breeze Professional Center Laureate Capital
226 LaSalle 1 Sleep Inn University Place Laureate Capital
230 CGM 1 Harbour View Commons Laureate Capital, LLC
238 LaSalle 1 Walgreens, Salisbury Laureate Capital
243 LaSalle 0 Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx
000 XxXxxxx 0 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx Finance
246 LaSalle 2 Lenox Garden Apartments Capmark Finance
250 LaSalle 1 Hampton Inn Greenwood Laureate Capital
255 LaSalle 1 Plantation Crossing Laureate Capital
258 CGM 1 Main & XxXxxxxx Shopping Center CBRE Melody
260 LaSalle 1 Xxxxxxx Square Shopping Center Laureate Capital
262 CGM 1 Walgreens - Portland, OR CBRE Melody
000 XxXxxxx 0 Xxxxxx Xxxxxx Apts Laureate Capital
268 CGM 1 Quality Inn - Annapolis, MD Laureate Capital, LLC
000 XxXxxxx 1 0000 XxXxxxxx Xxxx Xxxxxxxx Xxxxxxx
000 XxXxxxx 1 000 Xxxxxx Xxxxxx Xxxxx Financial
000 XxXxxxx 0 Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Realty Service
282 CGM 1 Allstate Insurance Company - Pittsburgh, PA Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (Partial Retained)
287 LaSalle 1 Tractor Supply Laureate Capital
301 LaSalle 2 Fairview Village MHP LJ Melody
306 CGM 1 Rite Aid - Lancaster, NH NorthMarq Capital, Inc.
310 LaSalle 2 Beaver Dam MHP Laureate Capital
K-2
EXHIBIT L-1
FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]
[Date]
To the parties listed on the attached Schedule A hereto
Re: Citigroup Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Ladies and Gentlemen:
In accordance with the provisions of the Pooling and Servicing Agreement
dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), by and between
Citigroup Commercial Mortgage Securities Inc., as depositor, Wachovia Bank,
National Association, Midland Loan Services, Inc. and Capmark Finance Inc., as
master servicers (the "Master Servicers"), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer"), Xxxxx Fargo Bank, National
Association, as trustee (the "Trustee"), and LaSalle Bank National Association,
as certificate administrator (the "Certificate Administrator"), with respect to
Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:
1. The undersigned is a [beneficial owner] [registered holder]
of the Class _____ Certificates.
2. The undersigned is requesting (Please check as applicable):
(i) ____ the information (the "Information") identified on
the schedule attached hereto pursuant to Section 3.15 of the Pooling
and Servicing Agreement; or
(ii) ____ a password [and username] pursuant to the Pooling
and Servicing Agreement for access to information (also, the
"Information") provided on the [Trustee's] [Certificate
Administrator's] [applicable Master Servicer's] [Special Servicer's]
Internet Website.
3. In connection with accessing the website of the [applicable
Master Servicer] [Certificate Administrator] [Trustee] [Special Servicer], the
undersigned hereby agrees to register, execute or accept an access agreement and
accept a disclaimer, as and to the extent required by the [applicable Master
Servicer] [Certificate Administrator] [Trustee] [Special Servicer] in accordance
with the Pooling and Servicing Agreement.
4. In consideration of the [Trustee's] [Certificate
Administrator's] [applicable Master Servicer's] [Special Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Certificate Administrator] [applicable Master Servicer] [Special
Servicer], be disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part; provided that
the undersigned may provide all or any part of the Information to any other
person or entity that holds or is contemplating the purchase of any
L-1-1
Certificate or interest therein, but only if such person or entity confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep it confidential.
5. The undersigned will not use or disclose the Information in
any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.
[BENEFICIAL OWNER OF A CERTIFICATE]
[REGISTERED HOLDER OF A CERTIFICATE]
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
L-1-2
SCHEDULE A
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS)
2007-C6 Commercial Mortgage Securities
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services - 2007-C6
Commercial Mortgage Trust 2007-C6
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxx
XXX0-XX0000
Xxxxxxxxx, XX 00000
Attn: Citigroup Commercial Mortgage Trust 2007-C6
with a copy to:
Wachovia Bank, National Association
NC 0630
000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Commercial Real Estate Services
Midland Loan Services, Inc.
00000 Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Capmark Finance Inc.
000 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Servicing Managing Director
CWCapital Asset Management XXX000
00xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxxxx (CGCMT 2007-C6)
with a copy to CWCapital Asset Management LLC
One Xxxxxxx River Place
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxx (CGCMT 0000-X0)
X-0-0
Xxxx: _____
X-0-0
XXXXXXX X-0
FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
ACCESS FROM PROSPECTIVE INVESTOR
[Date]
To the parties listed on the attached Schedule A hereto
Re: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Ladies and Gentlemen:
In accordance with the provisions of the Pooling and Servicing
Agreement dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), by
and between Citigroup Commercial Mortgage Securities Inc., as depositor,
Wachovia Bank, National Association, as master servicer no. 1 ("Master Servicer
No. 1"), Midland Loan Services, Inc., as master servicer no. 2 ("Master Servicer
No. 2") and Capmark Finance Inc., as master servicer no. 3 ("Master Servicer No.
3" and, collectively with Master Servicer No. 1 and Master Servicer No. 2, the
"Master Servicers"), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer"), Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), and LaSalle Bank National Association, as certificate administrator
(the "Certificate Administrator"), with respect to Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6
(the "Certificates"), the undersigned hereby certifies and agrees as follows:
1. The undersigned is [a [licensed] [registered] investment
adviser to___________, which is] contemplating an investment in the Class _____
Certificates.
2. The undersigned is requesting (please check as applicable):
(i) ____ information (the "Information") for use in
evaluating the possible investment described above as identified on
the schedule attached hereto pursuant to Section 3.15 of the Pooling
and Servicing Agreement; or
(ii) ____ a password [and username] pursuant to Section
4.02 of the Pooling and Servicing Agreement for access to
information (also, the "Information") provided on the [Trustee's]
[Certificate Administrator's] [applicable Master Servicer's]
[Special Servicer's] Internet Website.
3. In connection with accessing the website of the [applicable
Master Servicer] [Certificate Administrator] [Trustee] [Special Servicer], the
undersigned hereby agrees to register, execute or accept an access agreement and
accept a disclaimer, as and to the extent required by the [applicable Master
Servicer] [Certificate Administrator] [Trustee] [Special Servicer] in accordance
with Section 4.02 of the Pooling and Servicing Agreement.
4. In consideration of the [Trustee's] [Certificate
Administrator's] [applicable Master Servicer's] [Special Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except [from such outside persons as are assisting it in making
the investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise] from such governmental or
L-2-1
banking authorities and agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the [Trustee]
[Certificate Administrator] [applicable Master Servicer] [Special Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.
5. The undersigned will not use or disclose the Information in
any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.
[PROSPECTIVE PURCHASER OF A CERTIFICATE
OR INTEREST THEREIN] [LICENSED/REGISTERED
INVESTMENT ADVISER]
By: _____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
L-2-2
SCHEDULE A
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS)
2007-C6 Commercial Mortgage Securities
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services -
Citigroup Commercial Mortgage Trust 2007-C6
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxx
XXX0-XX0000
Xxxxxxxxx, XX 00000
Attention: Citigroup Commercial Mortgage Trust 2007-C6
with a copy to
Wachovia Corporation
Legal Division, NC 0630
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx, 000xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Commercial Real Estate Services
Midland Loan Services, Inc.
00000 Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Capmark Finance Inc.
000 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Servicing Managing Director
CWCapital Asset Management LLC
000 00xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxxxx (CGCMT 2007-C6)
with a copy to CWCapital Asset Management LLC
One Xxxxxxx River Place
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxx (CGCMT 0000-X0)
X-0-0
X-0-0
XXXXXXX M
FORM OF PURCHASE OPTION NOTICE
[Date]
To the parties listed on the attached Schedule A hereto
Re: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Ladies and Gentlemen:
The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
(the "Subject Mortgage Loan") from the Trust Fund, pursuant to Section 3.18 of
the Pooling and Servicing Agreement dated as of July 1, 2007 (the "Pooling and
Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services,
Inc. and Capmark Finance Inc., as master servicers, CWCapital Asset Management
LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee,
and LaSalle Bank National Association, as certificate administrator. Capitalized
terms used herein and not otherwise defined shall have the meaning set forth in
the Pooling and Servicing Agreement.
The undersigned Option Holder [is the Special Servicer] [is the
Majority Controlling Class Certificateholder] [is __________________________]
[acquired its Purchase Option from the [Special Servicer] [Majority Controlling
Class Certificateholder] on _________.]
The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the related
Option Price, as defined in Section 3.18(c) of the Pooling and Servicing
Agreement. Within ten (10) Business Days of the date hereof, [the undersigned
Option Holder] [______________, an Affiliate of the undersigned Option Holder]
will deliver the Option Price to or at the direction of the Special Servicer in
exchange for the release of the Subject Mortgage Loan and delivery of the
related Mortgage File.
The undersigned Option Holder agrees that it shall prepare and
provide the Special Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of the Subject Mortgage Loan, together with such
other documents or instruments as the Special Servicer shall reasonably require
to consummate the purchase contemplated hereby.
M-1
The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and that the
undersigned Option Holder, or its designee, shall be obligated to close its
purchase of the Subject Mortgage Loan in accordance with the terms and
conditions of this letter and Section 3.18 of the Pooling and Servicing
Agreement.
Very truly yours,
[Option Holder]
By: ____________________________________
Name:
Title:
[By signing this letter in the space provided below,
the [Special Servicer] [Majority Controlling Class
Certificateholder] hereby acknowledges and affirms
that it transferred its Purchase Option to the
Option Holder identified above on [_________].]
[________________________________]
By: ___________________________________
Name:
Title:
M-2
SCHEDULE A
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (CMBS)
2007-C6 Commercial Mortgage Securities
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services -
Citigroup Commercial Mortgage Trust 2007-C6
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxx
XXX0-XX0000
Xxxxxxxxx, XX 00000
Attention: Citigroup Commercial Mortgage Trust 2007-C6
with a copy to
Wachovia Corporation
Legal Division, NC 0630
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx, 000xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Commercial Real Estate Services
Midland Loan Services, Inc.
00000 Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6
Capmark Finance Inc.
000 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Servicing Managing Director
CWCapital Asset Management LLC
000 00xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxxxx (CGCMT 2007-C6)
with a copy to CWCapital Asset Management LLC
One Xxxxxxx River Place
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxx (CGCMT 2007-C6)
M-3
M-4
EXHIBIT N
[FORM OF DEFEASANCE CERTIFICATION]
To: [_____________]
From: [Wachovia Bank, National Association] [Midland Loan Services, Inc.]
[Capmark Finance Inc.],
in its capacity as a Master Servicer (the "Master Servicer")
under the Pooling and Servicing Agreement,
dated as of July 1, 2007 (the "Pooling and Servicing Agreement"),
among the Master Servicer, Xxxxx Fargo Bank, National Association, as
Trustee, and others.
Date:__________, 20___
Re: Citigroup Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates Series 2007-C6
Mortgage Loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names: _______________________
Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.
As Master Servicer under the Pooling and Servicing Agreement, we
hereby:
(a) Notify you that the Mortgagor has consummated a defeasance of
the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:
____ a full defeasance of the entire principal balance of the
Mortgage Loan; or
____ a partial defeasance of a portion of the principal balance
of the Mortgage Loan that represents an allocated loan amount of $____________
or _______% of the entire principal balance of the Mortgage Loan;
(b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:
(ii) The Mortgage Loan documents permit the defeasance, and
the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.
(iii) The defeasance was consummated on __________, 20__.
(iv) The defeasance collateral consists of securities that
(i) constitute "government securities" as defined in Section 2(a)(16) of
the Investment Company Act of 1940, as amended (15 U.S.C. 80A1), (ii) are
listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance
Criteria 2000, as amended, to the date of the
N-1
defeasance, (iii) are rated `AAA' by S&P, (iv) if they include a principal
obligation, the principal due at maturity cannot vary or change, and (v)
are not subject to prepayment, call or early redemption.
(v) The Master Servicer received an opinion of counsel
(from counsel approved by Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.
(vi) The Master Servicer determined that the defeasance
collateral will be owned by an entity (the "Defeasance Obligor") that is a
Single-Purpose Entity (as defined in Standard & Poor's Structured Finance
Ratings Real Estate Finance Criteria, as amended to the date of the
defeasance (the "S&P Criteria")) as of the date of the defeasance, and
after the defeasance owns no assets other than the defeasance collateral
and real property securing Mortgage Loans included in the pool.
(vii) The Master Servicer received written confirmation of
the crediting of the defeasance collateral to an Eligible Account (as
defined in the S&P Criteria) in the name of the Defeasance Obligor, which
account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee.
(viii) The agreements executed in connection with the
defeasance (i) grant control of the pledged securities account to the
Trustee, (ii) require the securities intermediary to make the scheduled
payments on the Mortgage Loan from the proceeds of the defeasance
collateral directly to the Master Servicer's collection account in the
amounts and on the dates specified in the Mortgage Loan documents or, in a
partial defeasance, the portion of such scheduled payments attributed to
the allocated loan amount for the real property defeased, increased by any
defeasance premium specified in the Mortgage Loan documents (the
"Scheduled Payments"), (iii) permit reinvestment of proceeds of the
defeasance collateral only in Permitted Investments (as defined in the S&P
Criteria), (iv) permit release of surplus defeasance collateral and
earnings on reinvestment from the pledged securities account only after
the Mortgage Loan has been paid in full, if any such release is permitted,
(v) prohibit transfers by the Defeasance Obligor of the defeasance
collateral and subordinate liens against the defeasance collateral, and
(vi) provide for payment from sources other than the defeasance collateral
or other assets of the Defeasance Obligor of all fees and expenses of the
securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence
of the Defeasance Obligor.
(ix) The Master Servicer received written confirmation from
a firm of independent certified public accountants, who were approved by
Master Servicer in accordance with the Servicing Standard stating that (i)
revenues from the defeasance collateral (without taking into account any
earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Scheduled Payments after the defeasance including the
payment in full of the Mortgage Loan (or the allocated portion thereof in
connection with a partial defeasance) on its Maturity Date (or, in the
case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to
make Scheduled Payments within four (4) months after the date of receipt,
and (iii) interest income from the defeasance collateral to the Defeasance
Obligor in any calendar or fiscal year will not exceed such Defeasance
Obligor's interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.
(x) The Mortgage Loan is not among the ten (10) largest
loans in the pool. The entire principal balance of the Mortgage Loan as of
the date of defeasance was less than both $[______] and five percent of
the pool balance, which is less than [__]% of the aggregate Certificate
Principal Balance of the Certificates as of the date of the most recent
Trustee's Distribution Date Statement received by us (the "Current
Report").
N-2
(xi) The defeasance described herein, together with all
prior and simultaneous defeasances of Mortgage Loans, brings the total of
all fully and partially defeased Mortgage Loans to $__________________,
which is _____% of the aggregate Certificate Balance of the Certificates
as of the date of the Current Report.
(c) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance.
(d) Certify that the individual under whose hand the Master
Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.
(e) Agree to provide copies of all items listed in Exhibit B to
you upon request.
[SIGNATURE PAGE FOLLOWS]
N-3
IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.
[WACHOVIA BANK, NATIONAL ASSOCIATION]
[MIDLAND LOAN SERVICES, INC.]
[CAPMARK FINANCE INC.]
By: ____________________________________
Name:
Title:
N-4
EXHIBIT O
FORM OF DEPOSITOR CERTIFICATION
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6 (THE "TRUST"),
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-C6
(THE "CERTIFICATES")
I, [identify the certifying individual], a [title] of Citigroup
Commercial Mortgage Securities Inc., the depositor into the above-referenced
Trust, certify that:
1. I have reviewed this report on Form 10-K and all reports on
Form 10-D required to be filed in respect of the period covered by this report
of Citigroup Commercial Mortgage Trust 2007-C6 (the "Exchange Act periodic
reports");
2. Based on my knowledge, the Exchange Act periodic reports,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and
other information required under Form 10-D for the period covered by this report
is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements
required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled
their obligations under the servicing agreement(s) in all material respects; and
5. [All of the reports on assessment of compliance with
servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.] [SUBJECT TO MODIFICATION TO ADDRESS
MISSING REPORTS]
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: CWCapital
Asset Management LLC, Wachovia Bank, National Association, Midland Loan
Services, Inc., Capmark Finance Inc., Xxxxx Fargo Bank, National Association and
LaSalle Bank National Association [SPECIFY OTHERS IF APPLICABLE].
Dated: ________________________________
________________________________________
President and Chief Executive Officer
Citigroup Commercial Mortgage
Securities Inc.
O-1
EXHIBIT P
FORM OF CERTIFICATE ADMINISTRATOR CERTIFICATION
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6 (THE "TRUST"),
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-C6
(THE "CERTIFICATES")
I, [identify the certifying individual], a [title] of LaSalle Bank
National Association (the "Certificate Administrator"), certify to Citigroup
Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in
delivering the Certification required by the pooling and servicing agreement
relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in that pooling and servicing
agreement), that:
1. I have reviewed this annual report on Form 10-K and all
reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K of Citigroup Commercial Mortgage Trust 2007-C6 (the
"Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, all of the distribution, servicing and
other information received or calculated by the Certificate Administrator under
the pooling and servicing agreement relating to the Certificates and required to
be provided under Form 10-D for the period covered by this report is included in
the Exchange Act periodic reports;
4. I am responsible for reviewing the activities performed by
the Certificate Administrator and based on my knowledge and the compliance
reviews conducted in preparing the Certificate Administrator compliance
statements required for inclusion in this report under Item 1123 of Regulation
AB, and except as disclosed in the Exchange Act periodic reports, the
Certificate Administrator has fulfilled its obligations in all material respects
under the pooling and servicing agreement relating to the Certificates; and
5. All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed securities
with respect to the Certificate Administrator required to be included in Form
10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 have been included as an exhibit to Form 10-K, except as otherwise
disclosed in Form 10-K. Any material instances of noncompliance described in
such reports have been disclosed in such report on Form 10-K.
Dated: ________________________________
LASALLE BANK NATIONAL ASSOCIATION,
Certificate Administrator
By: ___________________________________
Name: _____________________________
Title: ____________________________
P-1
EXHIBIT Q-1
FORM OF MASTER SERVICER CERTIFICATION
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6 (THE "TRUST"),
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C6
(THE "CERTIFICATES")
I, [identify the certifying individual], a [title] of [Wachovia
Bank, National Association] [Midland Loan Services, Inc.] [Capmark Finance Inc.]
(the "Master Servicer"), in such capacity on behalf of the Master Servicer,
certify to Citigroup Commercial Mortgage Securities Inc. (the "Depositor") and
its officers, directors and affiliates, to the extent that the following matters
are within our normal areas of responsibilities and duties under the pooling and
servicing agreement relating to the Certificates and with the knowledge and
intent that they will rely upon this certification (capitalized terms used
herein without definition shall have the meanings assigned to such terms in such
pooling and servicing agreement), that:
1. I (or appropriate officers or employees of the Master
Servicer under my supervision) have reviewed the servicing reports relating to
the Trust delivered by the Master Servicer to the certificate administrator
pursuant to the pooling and servicing agreement relating to the Certificates
covering the Exchange Act Reporting Year [__];
2. Based on my knowledge, and assuming that the information
regarding the mortgage loans, the mortgagors or the mortgaged properties in the
Prospectus (the "Mortgage Information") does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statement
made, in the light of the circumstances under which such statements were made,
not misleading (but only to the extent that such Mortgage Information is or
shall be used by the Master Servicer to prepare the servicing reports), the
servicing information in these reports (including information relating to
actions of the Master Servicer and/or payments and other collections on and
characteristics of the Mortgage Loans and REO Properties for which the Master
Servicer is the applicable master servicer, and/or relating to the Master
Servicer, its Affiliates and/or any and all sub-servicers, subcontractors and
agents of the Master Servicer), taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to Exchange Act Reporting Year [__];
3. Based on my knowledge, and assuming that the special servicer
timely delivered to the Master Servicer all servicing information required to be
provided to the Master Servicer under the pooling and servicing agreement by the
special servicer under the pooling and servicing agreement, the servicing
information (including information relating to actions of the Master Servicer
and/or payments and other collections on and characteristics of the Mortgage
Loans and REO Properties for which the Master Servicer is the applicable master
servicer, and/or relating to the Master Servicer, its Affiliates and/or any and
all sub-servicers, subcontractors and agents of the Master Servicer) required to
be provided to the trustee by the Master Servicer under the pooling and
servicing agreement is included in the servicing reports delivered by the Master
Servicer to the trustee;
4. I am responsible for reviewing the activities performed by
the Master Servicer and based on my knowledge and the compliance review(s)
conducted in preparing the servicer compliance statement with respect to the
Master Servicer required in the report on Form 10-K with respect to the Trust
for Exchange Act Reporting Year [__] under Item 1123 of Regulation AB, and
except as disclosed in such servicer compliance statement, the Master Servicer
has fulfilled its obligations under the pooling and servicing agreement in all
material respects; and
Q-1-1
5. All Annual Statements of Compliance and all Annual Assessment
Reports and their related Annual Attestation Reports required to be provided to
the certificate administrator and the Depositor by the Master Servicer or, if
retained thereby, any Additional Servicer or Sub-Servicing Function Participant
under or as contemplated by the pooling and servicing agreement relating to the
Certificates have been provided thereby, with the following exceptions:
___________________________________. Based on my knowledge, there are no
significant deficiencies relating to the Master Servicer's [or any such other
party's] compliance with the Servicing Criteria, [in each case] based upon the
Annual Attestation Report provided by a registered public accounting firm, after
conducting a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB, delivered pursuant to Section 3.14 of the
pooling and servicing agreement relating to the Certificates, except as
disclosed in such Annual Statements of Compliance and Annual Assessment Reports.
[Bracketed information to be removed in cases where such other party delivers to
the Depositor a certification as to any significant deficiencies or the absence
thereof relating to such other party's compliance with the Servicing Criteria.]
In giving the certification above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [names of
sub-servicers].
Notwithstanding the assumption made in item 2 of this certification,
the Master Servicer is not entitled to make such assumption with respect to
Mortgage Information that, on or before five days prior to the Determination
Date for the related servicing report, (a) the Master Servicer has been notified
in writing by a party to the pooling and servicing agreement, any Mortgage Loan
Seller (as defined in the pooling and servicing agreement relating to the
Certificates), or any Affiliate thereof, was incorrect, or (b) the Master
Servicer would have known was incorrect in performing its servicing obligations
under the pooling and servicing agreement in accordance with the servicing
standards (as defined in the pooling and servicing agreement relating to the
Certificates).
Dated: ________________________________
_______________________________________
[Title]
[Wachovia Bank, National Association] [Midland Loan Services, Inc.]
[Capmark Finance Inc.]
Q-1-2
EXHIBIT Q-2
FORM OF SPECIAL SERVICER CERTIFICATION
CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-C6 (THE "TRUST"),
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C6
(THE "CERTIFICATES")
I, [identify the certifying individual], a [title] of CWCapital
Asset Management LLC (the "Special Servicer"), certify on behalf of the Special
Servicer to Citigroup Commercial Mortgage Securities Inc. (the "Depositor") and
its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification in delivering the certification required
by the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in that pooling and servicing agreement), that:
1. I have reviewed the servicing reports relating to the Trust
delivered by the Special Servicer to the master servicers and/or the trustee,
pursuant to the pooling and servicing agreement relating to the Certificates,
covering the Exchange Act Reporting Year [__];
2. Based on my knowledge, the servicing information (including
information relating to actions of the Special Servicer and/or payments and
other collections on and characteristics of the Mortgage Loans and REO
Properties, and/or relating to the Special Servicer, its Affiliates and/or any
and all sub-servicers, subcontractors and agents of the Special Servicer) in
these reports delivered by the Special Servicer, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the Exchange Act
Reporting Year [__];
3. Based on my knowledge, the servicing information (including
information relating to actions of the Special Servicer and/or payments and
other collections on and characteristics of the Mortgage Loans and REO
Properties, and/or relating to the Special Servicer, its Affiliates and/or any
and all sub-servicers, subcontractors and agents of the Special Servicer)
required to be provided to the master servicers and/or the trustee by the
Special Servicer during the Exchange Act Reporting Year [__] under the pooling
and servicing agreement relating to the Certificates, is included in the
servicing reports delivered by the Special Servicer to the master servicer
and/or trustee;
4. I am responsible for reviewing the activities performed by
the Special Servicer under the pooling and servicing agreement and based on my
knowledge and the compliance review(s) conducted in preparing the servicer
compliance statement with respect to the Special Servicer required in the report
on Form 10-K with respect to the Trust for Exchange Act Reporting Year [__]
under Item 1123 of Regulation AB, and except as disclosed in such servicer
compliance statement, the Special Servicer has fulfilled its obligations under
the pooling and servicing agreement in all material respects; and
Q-2-1
5. All Annual Statements of Compliance and all Annual Assessment
Reports and their related Annual Attestation Reports required to be provided to
the Trustee and the Depositor by the Special Servicer or, if retained thereby,
any Additional Servicer or Sub-Servicing Function Participant under or as
contemplated by the pooling and servicing agreement relating to the Certificates
have been provided thereby, with the following exceptions: ____________________.
Based on my knowledge, there are no significant deficiencies relating to the
Special Servicer's or any such other party's compliance with the Servicing
Criteria, in each case based upon the Annual Attestation Report provided by a
registered public accounting firm, after conducting a review in compliance with
the standards for attestation engagements issued or adopted by the PCAOB,
delivered pursuant to Section 3.14 of the pooling and servicing agreement
relating to the Certificates, except as disclosed in such Annual Statements of
Compliance and Annual Assessment Reports.
Dated: ________________________________
_______________________________________
[Title]
CWCapital Asset Management LLC
Q-2-2
EXHIBIT R
FORM OF OUTSIDE MASTER SERVICER NOTICE
[Date]
[OUTSIDE MASTER SERVICER]
[OUTSIDE TRUSTEE]
Re: Co-Lender and Servicing Agreement, dated as of [_________],
200_ (the "Co-Lender Agreement") among [SPECIFY PARTIES].
Ladies and Gentlemen:
This notice is being delivered to you in connection with the
Co-Lender Agreement and pursuant to Section 3.02(b) of the Pooling and Servicing
Agreement dated as of July 1, 2007 (the "Agreement") between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wachovia Bank, National
Association, as master servicer no.1 ("Master Servicer No. 1"), Midland Loan
Services, Inc., as master servicer no. 2 ("Master Servicer No. 2"), Capmark
Finance Inc., as master servicer xx. 0 ("Xxxxxx Xxxxxxxx Xx. 0"), XXXxxxxxx
Xxxxx Management LLC, as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as certificate administrator, and Xxxxx Fargo Bank,
National Association, as trustee (the "Trustee; which term includes any
successor entity under the Agreement), which Agreement relates to the issuance
of the Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6. To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the
Co-Lender Agreement.
[Notice is hereby given that as of July 31, 2007, the "Closing Date"
under the Agreement, the Trustee is the holder of Note __ (as defined in the
Co-Lender Agreement), and, in that capacity, the Trustee assumes the rights and
obligations of the Note __ Lender under the Co-Lender Agreement.]
[You are hereby directed to remit to Master Servicer No. 1 all
amounts payable to the Note __ Lender under the Co-Lender Agreement and the
governing pooling and servicing agreement, to the following account:
Account: [_________]
Account #: [_______]
Title: [_______________ as Master Servicer, on behalf of Xxxxx Fargo
Bank, National Association, as Trustee, in trust for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6, Collection
Account]
Location: [________________________]
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[You are hereby further directed to forward, deliver, or otherwise
make available to Master Servicer No. 1, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the Note __ Lender under the Co-Lender Agreement and
the governing pooling and servicing agreement, to the following:
[address/facsimile/email address/telephone number].]
Very truly yours,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By: _____________________________________
Name:
Title:
c.c. [OTHER RELATED NON-TRUST MORTGAGE LOAN NOTEHOLDERS]
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