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Title: |
Pooling and Servicing Agreement |
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Entities: |
ABN AMRO Bank N.V.; Cede & Co.; Credit Suisse First Boston LLC; Depository Trust Co.; Freddie Mac; Greenwich Capital Financial Products, Inc.; Lennar Partners, Inc.; McGraw-Hill Companies Inc.; Morgan Stanley & Co. Inc.; Wachovia Bank, NA; Federal National Mortgage Association; GMAC Commercial Mortgage Corporation; LaSalle Bank National Association; Greenwich Capital Commercial Fund Corp. |
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Date: |
2003 |
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Preview shows 39KB of 1523KB total |
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$99 |
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ID: |
#126150 |
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Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
GMAC Commercial Mortgage Corporation,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
and
ABN AMRO Bank N.V.,
as Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of June 30, 2003
----------------------------------
$1,217,525,106
Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust 2003-C1,
Commercial Mortgage Pass-Through Certificates,
Series 2003-C1
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
SECTION 1.01 Defined Terms.................................................
SECTION 1.02 General Interpretive Principles...............................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01 Creation of Trust; Conveyance of Mortgage Loans...............
Section 2.02 Acceptance of Trust Fund by Trustee...........................
Section 2.03 Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties...................
Section 2.04 Representations, Warranties and Covenants of the
Depositor....................................................
Section 2.05 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests.........................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the Loans...................................
Section 3.02 Collection of Loan Payments...................................
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.........................
Section 3.04 Pool Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account and
Excess Liquidation Proceeds Account..........................
Section 3.04A. Loan Pair Custodial Account..................................
Section 3.05 Permitted Withdrawals From the Pool Custodial Account,
the Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account.................
Section 3.05A. Permitted Withdrawals From the Loan Pair Custodial
Account.....................................................
Section 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the
Custodial Accounts and the REO Accounts.....................
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance..............
Section 3.08 Enforcement of Alienation Clauses............................
Section 3.09 Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.............................
Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing Compensation; Payment of Expenses; Certain
Matters Regarding Servicing Advances........................
Section 3.12 Property Inspections; Collection of Financial Statements;
Delivery of Certain Reports.................................
Section 3.12A Delivery of Certain Reports to the Companion Loan
Noteholders.................................................
Section 3.12B. Statements to the Companion Loan Noteholders................
Section 3.13 Annual Statement as to Compliance............................
Section 3.14 Reports by Independent Public Accountants....................
Section 3.15 Access to Certain Information................................
Section 3.16 Title to REO Property; REO Accounts..........................
Section 3.17 Management of REO Property...................................
Section 3.18 Sale of Mortgage Loans and REO Properties....................
Section 3.19 Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special
Servicer's Right to Request the Master Servicer to Make
Servicing Advances..........................................
Section 3.20 Modifications, Waivers, Amendments and Consents;
Defeasance..................................................
Section 3.21 Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping....................................
Section 3.22 Sub-Servicing Agreements.....................................
Section 3.23 Representations and Warranties of the Master Servicer........
Section 3.24 Representations and Warranties of the Special Servicer.......
Section 3.25 Certain Matters Regarding the Purchase of the Split
Mortgage Loans..............................................
Section 3.26 Application of Default Charges...............................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions................................................
Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I Advances.................................................
Section 4.03A. P&I Advances on the Split Mortgage Loans and Windsor
Capital Portfolio Pari Passu Companion Loan.................
Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses....................................................
Section 4.05 Calculations.................................................
Section 4.06 Use of Agents................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Transfer and Exchange of Certificates........
Section 5.03 Book-Entry Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons Deemed Owners........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
HOLDER
Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer....................................................
Section 6.02 Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer..............
Section 6.03 Limitation on Liability of Depositor, Master Servicer and
Special Servicer............................................
Section 6.04 Resignation of Master Servicer and the Special Servicer......
Section 6.05 Rights of Depositor, Trustee and the Companion Loan
Noteholders in Respect of the Master Servicer and the
Special Servicer............................................
Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee......................................
Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with
Master Servicer.............................................
Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer............................................
Section 6.09 Designation of Special Servicer by the Directing Holder......
Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.................................................
Section 6.11 Certain Powers of the Directing Holder.......................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Trustee to Act; Appointment of Successor.....................
Section 7.03 Notification to Certificateholders...........................
Section 7.04 Waiver of Events of Default..................................
Section 7.05 Additional Remedies of Trustee Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee............................................
Section 8.02 Certain Matters Affecting Trustee............................
Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Loans........................
Section 8.04 Trustee and Fiscal Agent May Own Certificates................
Section 8.05 Fees and Expenses of Trustee; Indemnification of and by
Trustee.....................................................
Section 8.06 Eligibility Requirements for Trustee.........................
Section 8.07 Resignation and Removal of Trustee...........................
Section 8.08 Successor Trustee............................................
Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent..........
Section 8.10 Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Appointment of Custodians....................................
Section 8.12 Appointment of Authenticating Agents.........................
Section 8.13 Appointment of Tax Administrators............................
Section 8.14 Access to Certain Information................................
Section 8.15 Reports to the Securities and Exchange Commission and
Related Reports.............................................
Section 8.16 Representations and Warranties of Trustee....................
Section 8.17 The Fiscal Agent.............................................
Section 8.18 Representations and Warranties of Fiscal Agent...............
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 REMIC Administration.........................................
Section 10.02 Grantor Trust Administration.................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders and the
Companion Loan Noteholders..................................
Section 11.04 Governing Law; Consent to Jurisdiction.......................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Streit Act...................................................
Section 11.09 Successors and Assigns; Beneficiaries........................
Section 11.10 Article and Section Headings.................................
Section 11.11 Notices to Rating Agencies...................................
Section 11.12 Complete Agreement...........................................
{PAGE}
SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
---------------------------------
I Mortgage Loan Schedule
II Schedule of Exceptions to Mortgage File Delivery
III Environmentally Insured Mortgage Loans
IV Class XP Reference Rate Schedule
V Schedule of Initial Directing Holder For Each Loan Pair
VI Supplemental Servicer Schedule
Exhibit No. Exhibit Description
-------------------------------
A-1 Form of Class [A-1] [A-2] [A-3] [A-4]
A-2 Form of Class [XP] [XC] Certificate
A-3 Form of Class [B] [C] Certificate
A-4 Form of Class [D] [E] [F] [G] [H] [J] Certificate
A-5 Form of Class [K] [L] [M] [N] [O] [P] [Q] Certificate
A-6 Form of Class Y Certificate
A-7 Form of Class [R-I] [R-II] Certificate
B Form of Distribution Date Statement
C Form of Custodial Certification
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Form of Loan Payoff Notification Report
F-1 Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C Form of Transferee Certificate for Transfers of Interests in Rule 144A
Global Certificates
F-2D Form of Transferee Certificate for Transfers of Interests in Regulation
S Global Certificates
G Form I of Transferee Certificate in Connection with ERISA (Definitive
Non-Registered Certificates)
H-1 Form of Transfer Affidavit and Agreement regarding Residual Interest
Certificates
H-2 Form of Transferor Certificate regarding Residual Interest Certificates
I-1 Form of Notice and Acknowledgment
I-2 Form of Acknowledgment of Proposed Special Servicer
J Form of UCC-1 Financing Statement Schedule
K Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
L Form of Defeasance Certification
M Form of Directing Holder/Companion Loan Noteholder Confidentiality
Agreement
N-1 Form of Information Request/Investor Certification for Website Access
from Certificate [Holder] [Owner]
N-2 Form of Information Request/Investor Certification for Website Access
from Prospective Investor
O-1 Form of Trustee Backup Certification
O-2 Form of Master Servicer Backup Certification to be provided to Depositor
O-3 Form of Special Servicer Backup Certification to be provided to Depositor
{PAGE}
This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of June 30, 2003, among GREENWICH CAPITAL COMMERCIAL FUNDING CORP,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, GMAC
COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund.
CERTIFICATES
Initial
Class Pass-Through Rate Original Class Original Rating
Designation (per annum) Principal Balance S&P/Moody's(1)
--------------- ----------------- ------------------ ---------------
Class A-1 2.310% $152,868,000 AAA/Aaa
Class A-2 3.285% $264,045,000 AAA/Aaa
Class A-3 3.858% $115,792,000 AAA/Aaa
Class A-4 4.111% $442,352,000 AAA/Aaa
Class B 4.229% $41,007,000 AA/Aa2
Class C 4.260% $15,188,000 AA-/Aa3
Class D 4.290% $18,225,000 A+/A1
Class E 4.309% $18,226,000 A/A2
Class F 4.369% $10,631,000 A-/A3
Class G 4.773% $15,188,000 BBB+/Baa1
Class H 4.871% $19,744,000 BBB/Baa2
Class J 5.363% $18,225,000 BBB-/Baa3
Class K 4.750% $15,188,000 BB+/Ba1
Class L 4.750% $15,188,000 BB/Ba2
Class M 4.750% $7,594,000 BB-/Ba3
Class N 4.750% $6,075,000 B+/B1
Class O 4.750% $9,113,000 B/B2
Class P 4.750% $6,075,000 B-/B3
Class Q 4.750% $24,300,759 NR/NR
Class XP 2.24360%(2) $1,101,379,000(3) AAA/Aaa
Class XC 0.22574%(2) $1,215,024,759(3) AAA/Aaa
Class Y 7.0181% $2,500,347 NR/NR
Class R-I None(4) None(4) NR/NR
Class R-II None(4) None(4) NR/NR
------------
(1) "NR" indicates that the Class of Certificates has not been rated by the
applicable Rating Agency.
(2) The Pass-Through Rates for the Class XP and Class XC Certificates will be
a variable rate per annum as set forth herein.
(3) The Class XP and Class XC Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive distributions of
principal. The Class XP and Class XC Certificates will have a Notional
Amount as set forth herein.
(4) The Class R-I Certificates and Class R-II Certificates do not have a Class
Principal Balance or Notional Amount, do not bear interest and will not be
entitled to distributions of Net Prepayment Consideration. Any Available
Distribution Amount remaining in the Lower-Tier Distribution Account after
distributing the Lower-Tier Distribution Amount and Net Prepayment
Consideration shall be distributed to the Holders of the Class R-I
Certificates (but only to the extent of the Available Distribution Amount
for such Distribution Date, if any, remaining in the Lower-Tier
Distribution Account). Any Available Distribution Amount remaining in the
Upper-Tier Distribution Account, after all required distributions under
this Agreement have been made to each other Class of Certificates, will be
distributed to the Holders of the Class R-II Certificates.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Class R-I Certificates will represent the sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income
tax law.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Uncertificated Lower-Tier Interests and certain
other related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the "the
Upper-Tier REMIC." The Class R-II Certificates will evidence the sole class of
"residual interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax law. For federal income tax purposes, each
Class of the Regular Interest Certificates will be designated as a separate
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions
under federal income tax law.
The following table sets forth the Class or Component designation,
the corresponding Uncertificated Lower-Tier Interest (the "Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components of the Class
X Certificates (the "Corresponding Components"), if any, and the Original Class
Principal Balance for each Class of Principal Balance Certificates (the
"Corresponding Certificates").
Corresponding Original Corresponding
Original Class Uncertificated Uncertificated Components of
Corresponding Principal Lower-Tier Principal Class X
Certificates Balance Interests(1) Balance Certificates(1)
-------------- -------------- -------------- --------------- ---------------
Class A-1 $152,868,000 LA-1-1 $11,887,000 X-A-1-1
LA-1-2 $56,145,000 X-A-1-2
LA-1-3 $57,249,000 X-A-1-3
LA-1-4 $27,587,000 X-A-1-4
Class A-2 $264,045,000 LA-2-1 $26,710,000 X-A-2-1
LA-2-2 $203,739,000 X-A-2-2
LA-2-3 $33,596,000 X-A-2-3
Class A-3 $115,792,000 LA-3-1 $7,602,000 X-A-3-1
LA-3-2 $108,190,000 X-A-3-2
Class A-4 $442,352,000 LA-4-1 $28,607,000 X-A-4-1
LA-4-2 $413,745,000 X-A-4-2
Class B $41,007,000 LB $41,007,000 X-B
Class C $15,188,000 LC $15,188,000 X-C
Class D $18,225,000 LD $18,225,000 X-D
Class E $18,226,000 LE $18,226,000 X-E
Class F $10,631,000 LF $10,631,000 X-F
Class G $15,188,000 LG $15,188,000 X-G
Class H $19,744,000 LH-1 $3,130,000 X-H-1
LH-2 $14,433,000 X-H-2
LH-3 $2,181,000 X-H-3
Class J $18,225,000 LJ $18,225,000 X-J
Class K $15,188,000 LK $15,188,000 X-K
Class L $15,188,000 LL $15,188,000 X-L
Class M $7,594,000 LM $7,594,000 X-M
Class N $6,075,000 LN $6,075,000 X-N
Class O $9,113,000 LO $9,113,000 X-O
Class P $6,075,000 LP $6,075,000 X-P
Class Q $24,300,759 LQ $24,300,759 X-Q
------------
(1) The Uncertificated Lower-Tier Interest and the Components of the Class X
Certificates that correspond to any particular Class of Principal Balance
Certificates also correspond to each other and, accordingly, constitute
the "Corresponding Uncertificated Lower-Tier Interest" and the
"Corresponding Components," respectively, with respect to each other.
The portion of the Trust Fund consisting of the Oakmonte Junior
Portion and related assets shall be treated as a grantor trust for federal
income tax purposes. As provided herein, the Trustee shall take all actions
necessary to ensure that the portion of the Trust Fund consisting of the Grantor
Trust Assets maintains its status as a "grantor trust" under federal income tax
law and not be treated as part of the Lower-Tier REMIC or the Upper-Tier REMIC.
The Class Y Certificates represent undivided beneficial interests in the portion
of the Grantor Trust representing the Oakmonte Junior Portion and related assets
as described herein.
The Initial Trust Balance will be $1,217,525,106. The initial
aggregate principal balance of the Uncertificated Lower-Tier Interests will be
$1,215,024,759.
There are eleven Mortgage Loans (secured by Mortgages on the
properties known as the 311 South Wacker Drive, Windsor Capital Portfolio,
Central Park and Waverly Village, Pioneer Plaza Office, Tide Point Office,
Frontier Building Office, 122 South Michigan, Heritage Plaza, 2nd & Josephine,
Oakmonte Apartment Homes and Philamer Apartments) (each a "Split Mortgage
Loan"), which are each part of a split loan structure, and except with respect
to the Oakmonte Apartment Homes Whole Loan, are each secured by the same
Mortgage that also secures another mortgage loan or loans in that split loan
structure, which are each referred to as a "Companion Loan." In the case of the
Oakmonte Apartments Homes Whole Loan, the senior portion of such Loan (the
"Oakmonte Senior Portion") having an outstanding principal amount of
$13,935,174.08 as of the date hereof, which will be part of the Mortgage Pool,
is secured by a Mortgage which also secures a junior portion of such Loan (the
"Oakmonte Junior Portion"), having an outstanding principal amount of $2,500,347
as of the date hereof. For all purposes of this Agreement, the Oakmonte Junior
Portion shall be treated as a Companion Loan. One of such Loan Pairs, secured by
a Mortgage on the property known as 311 South Wacker Drive (the "311 South
Wacker Drive A/B Loan"), consists of three Loans, including one senior Split
Mortgage Loan, which is included in the Trust Fund, in the outstanding principal
amount of $72,500,000 as of the date hereof (the "311 South Wacker Drive Trust
Loan"), one senior Companion Loan, which is not included in the Trust Fund, in
the outstanding principal amount of $72,500,000 as of the date hereof (the "311
South Wacker Drive Pari Passu Companion Loan," and, together with the 311 South
Wacker Drive Trust Loan, the "311 South Wacker Drive Senior Loans") and a
subordinate Companion Loan, which is not included in the Trust Fund, in the
outstanding principal amount of $15,000,000 as of the date hereof (the "311
South Wacker Drive Junior Companion Loan"). Another of such Loan Pairs, secured
by a Mortgage on the property known as Windsor Capital Portfolio (the "Windsor
Capital Portfolio A/B Loan"), consists of three Loans, including one senior
Split Mortgage Loan, which is included in the Trust Fund, in the outstanding
principal amount of $55,000,000 as of the date hereof (the "Windsor Capital
Portfolio Trust Loan"), one senior Companion Loan, which is not included in the
Trust Fund, in the outstanding principal amount of $55,000,000 as of the date
hereof (the "Windsor Capital Portfolio Pari Passu Companion Loan," and, together
with the Windsor Capital Portfolio Trust Loan, the "Windsor Capital Portfolio
Senior Loans") and a subordinate Companion Loan, which is not included in the
Trust Fund, in the outstanding principal amount of $15,000,000 as of the date
hereof (the "Windsor Capital Portfolio Junior Companion Loan"). Together each
Split Mortgage Loan and the related Companion Loan (including the Oakmonte
Senior Portion and the related Oakmonte Junior Portion) is referred to as a
"Loan Pair." The Companion Loans (other than the Oakmonte Junior Portion) are
not part of the Trust Fund. The Oakmonte Junior Portion shall be represented by
the Class Y Certificates. The relative rights of each holder of a Split Mortgage
Loan (other than the Oakmonte Junior Portion) and the related Companion Loan are
set forth in a co-lender agreement (each a "Loan Pair Co-Lender Agreement")
between the holder of the Mortgage Note for the Split Mortgage Loan and the
holder of the mortgage note for the related Companion Loan. Pursuant to each
Loan Pair Co-Lender Agreement, each Loan Pair, other than the 311 South Wacker
Drive A/B Loan, are to be serviced and administered in accordance with this
Agreement, by the Master Servicer and the Special Servicer hereunder. The 311
South Wacker Drive A/B Loan, including the 311 South Wacker Drive Trust Loan
will be serviced and administered in accordance with the Pooling and Servicing
Agreement (the "2002-C1 PSA") dated December 30, 2002, by and among Greenwich
Capital Commercial Funding Corp., as depositor (the "2002-C1 Depositor"),
Wachovia Bank, National Association, as master servicer (the "2002-C1 Master
Servicer"), Lennar Partners, Inc., as special servicer (the "2002-C1 Special
Servicer"), LaSalle Bank National Association, as trustee (the "2002-C1
Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "2002-C1 Fiscal Agent"),
pursuant to which Commercial Mortgage Pass-Through Certificates, Series 2002-C1
were issued.
Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent hereby agree, in each case, as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"2002-C1 Certificates" shall mean the Commercial Mortgage
Pass-Through Certificates, Series 2002-C1 issued under the 2002-C1 PSA.
"2002-C1 Class SWD-B Certificates" shall mean the class SWD-B
certificates issued under the 2002-C1 PSA.
"2002-C1 Depositor" shall have the meaning assigned thereto in the
Preliminary Statement.
"2002-C1 Fiscal Agent" shall have the meaning assigned thereto in
the Preliminary Statement.
"2002-C1 Master Servicer" shall have the meaning assigned thereto in
the Preliminary Statement.
"2002-C1 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.
"2002-C1 Special Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.
"2002-C1 Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.
"30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"311 South Wacker Drive A/B Loan" shall have the meaning assigned
thereto in the Preliminary Statement.
"311 South Wacker Drive Junior Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"311 South Wacker Drive Pari Passu Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"311 South Wacker Drive Senior Loans" shall have the meaning
assigned thereto in the Preliminary Statement.
"311 South Wacker Drive Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.
"ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in
interest.
"Acceptable Insurance Default" shall mean, with respect to any
Mortgage Loan (other than the 311 South Wacker Drive Trust Loan), any default
under the related loan documents resulting from (a) the exclusion of acts of
terrorism from coverage under the related all risk casualty insurance policy
maintained on the subject Mortgaged Property and (b) the related Mortgagor's
failure to obtain insurance that specifically covers acts of terrorism, but only
if the Master Servicer (in the case of a Performing Serviced Loan) or Special
Servicer (in the case of a Specially Serviced Mortgage Loan) has determined, in
its reasonable judgment, that (i) such insurance is not available at
commercially reasonable rates and the subject hazards are not commonly insured
against at the time by prudent owners of similar real properties in and around
the region in which the subject Mortgaged Property is located (but only by
reference to such insurance that has been obtained by such owners at current
market rates), or (ii) such insurance is not available at any rate. Subject to
the Servicing Standard, in making any of the determinations required in
subclause (i) or (ii) of this definition, the Master Servicer or the Special
Servicer, as the case may be, shall be entitled to rely on the opinion of an
insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates or Class
Y Certificates, the amount of which interest shall equal: (a) in the case of any
Class of Principal Balance Certificates for any Interest Accrual Period,
one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class
of Certificates for such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of such Class of Certificates outstanding immediately prior to
the related Distribution Date; and (b) in the case of each Class of the Class X
Certificates for any Interest Accrual Period, the sum of the Accrued Component
Interest for all of the Components of such Class for such Distribution Date.
"Accrued Component Interest" shall mean, with respect to each
Component of the Class XP and Class XC Certificates for any Distribution Date,
one twelfth of the product of (i) Class XP Strip Rate or Class XC Strip Rate
applicable to such Component for such Distribution Date, and (ii) the Component
Notional Amount of such Component outstanding immediately prior to such
Distribution Date.
"Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the owner of such
REO Property for federal income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest accrual
period in a year assumed to consist of 360 days.
"Additional Designated Servicing Information" shall have the meaning
assigned thereto in Section 8.15(a).
"Additional Information" shall have the meaning assigned thereto in
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