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Full Doc
 | 2003 |
Master Mortgage Loan Purchase and Interim Servicing Agreement
Master Mortgage Loan Purchase and Interim Servicing Agreement (112K)
Doc #867026: Click preview link for longer preview.
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
E-LOAN, INC.
Seller and Interim Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Purchaser
Dated as of February 1, 2003
Adjustable Rate Mortgage Loans
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and between Greenwich Capital Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc., having . . .
867026
|
 Greenwich
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – 10.2
EX-10.2 5 exh10-2.htm EXHIBIT 10.2
Exhibit 10.2
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
E-LOAN, INC.
Seller and Interim Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
Purchaser
Dated as of February 1, 2003
Adjustable Rate Mortgage Loans
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
_____________
Greenwich Capital Financial Products, Inc – MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and between Greenwich Capital Financial Products, Inc ., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc., having an office at 5875 Arnold Road, Dublin, California 94568 (the "Seller").
W
_____________
Greenwich Capital Financial Products, Inc – mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:
(i) if to the Purchaser:
Greenwich Capital Financial Products, Inc .
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Mortgage Finance
(ii) if to the Seller:
E-Loan, Inc.
5875 Arnold Road
Dublin, California 94568
Attn: Mr. Jeffrey Becker, Director of
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.
E-LOAN, INC.
(Seller)
By:
Name:
Title:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
(Purchaser)
By:
Name:
Title:
SECTION 1. Definitions *
SECTION 2. Agreement to Purchase *
SECTION 3. Mortgage Loan Schedules *
SECTION 4. Purchase Price *
SECTION 5. Examination of Mortgage Files *
SECTION 6.
_____________
dt 1318004
;
Fannie Mae
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
FNMA – determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of
_____________
FNMA – an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC.
Assignment and Conveyance: An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.
Assignment of Mortgage:
_____________
FNMA – transferable contract maintained for the Mortgaged Property with a nationally recognized flood zone service provider for the purpose of obtaining the current flood zone status relating to such Mortgaged Property.
FNMA : Fannie Mae or any successor thereto.
Gross Margin: The fixed percentage amount set forth in the related Mortgage Note and the related Mortgage Loan Schedule that is added to
_____________
Fannie Mae – contract maintained for the Mortgaged Property with a nationally recognized flood zone service provider for the purpose of obtaining the current flood zone status relating to such Mortgaged Property.
FNMA: Fannie Mae or any successor thereto.
Gross Margin: The fixed percentage amount set forth in the related Mortgage Note and the related Mortgage Loan Schedule that is added to the Index
_____________
FNMA – the related Confirmation in exchange for the Mortgage Loans purchased on such Closing Date as calculated as provided in Section 4.
Qualified Insurer: Any insurer which meets the requirements of FNMA and FHLMC.
Qualified Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such
_____________
dt 1607819
;
|
E-LOAN
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
E-LOAN, INC – Q1 2003 Exhibit 10.2
EX-10.2 5 exh10-2.htm EXHIBIT 10.2
Exhibit 10.2
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
E-LOAN, INC .
Seller and Interim Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Purchaser
Dated as of February 1, 2003
Adjustable Rate Mortgage Loans
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This
_____________
E-Loan, Inc – AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and between Greenwich Capital Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc ., having an office at 5875 Arnold Road, Dublin, California 94568 (the "Seller").
W I T N E S S E T H :
WHEREAS, the Seller desires to sell, from
_____________
"E-Loan, Inc – fixed Mortgage Interest Rate.
Custodial Account: The separate account or accounts, each of which shall be an Eligible Account, created and maintained pursuant to this Agreement, which shall be entitled "E-Loan, Inc ., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans", established at a financial institution acceptable to the Purchaser.
Custodial Agreement: The agreement governing the
_____________
"E-Loan, Inc – company acting in its fiduciary capacity. Eligible Accounts may bear interest.
Escrow Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled "E-Loan, Inc ., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans," established at a financial institution acceptable to the Purchaser.
Escrow Payments: The amounts constituting ground
_____________
"E-Loan, Inc – investment conduit" within the meaning of Section 860D of the Code.
REO Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled "E-Loan, Inc ., in trust for the Purchaser, as of [date of acquisition of title], Adjustable Rate Mortgage Loans".
REO Disposition: The final sale by the Seller of any REO Property.
REO
_____________
dt 1352661
;
Freddie Mac
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
Freddie Mac – of any Mortgage Note or Mortgage.
Event of Default: Any one of the events enumerated in Subsection 14.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: Freddie Mac or any successor thereto.
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller
_____________
dt 1328206
|
Preview
Full Doc
| 2003 |
Master Mortgage Loan Purchase and Interim Servicing Agreement
Master Mortgage Loan Purchase and Interim Servicing Agreement (111K)
Doc #138139: Click preview link for longer preview.
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and between Greenwich Capital Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc., having an office at 5875 Arnold Road, Dublin, California 94568 (the "Seller").
W I T N E S S E T H :
WHEREAS, the Seller desires to sell, from time to time, to the Purchaser, and the Purchaser desires to purchase, from time to time, from the Seller, certain conventional adjustable rate residential first lien mortgage loans, (the "Mortgage Loans"), including the right to any Prepayment Charges or penalties payable by the related Mortgagors in connection with any principal prepayments on the Mortgage Loans, as described herein on a servicing-released basis, and which shall be delivered in groups of whole loans on various dates as provided herein (each, a "Closing Date");
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for the related Mortgage Loan Package, which is to be annexed hereto on each Closing Date as Schedule I;
WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance, interim servicing and control of the Mortgage Loans; and
WHEREAS, following its purchase of the Mortgage Loans from the Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one or more purchasers as a whole loan transfer in a whole loan or participation format or a public or private mortgage-backed securities transaction;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:
SECTION 1. Definitions. For purposes of this Agreement the following capitalized terms shall have the respective meanings set forth below.
Adjustment Date: The date set forth in the related Mortgage Note on which the Mortgage Interest Rate on such Mortgage Loan is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Master Mortgage Loan Purchase and Interim Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC.
Assignment and Conveyance: An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.
Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.
Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the State of New York are authorized or obligated by law or executive order to be closed.
Cash-Out Refinancing: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.
Closing Date: The date or dates on which the Purchaser from time to time shall purchase and the Seller from time to time shall sell to the Purchaser, the Mortgage Loans listed on the related Mortgage Loan Schedule with respect to the related Mortgage Loan Package.
Closing Documents: With respect to any Closing Date, the documents required pursuant to Section 9.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Condemnation Proceeds: All awards, compensation and settlements in respect of a taking of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain.
Confirmation: With respect to any Mortgage Loan Package purchased and sold on any Closing Date, the letter agreement between the Purchaser and the Seller, in the form annexed hereto as Exhibit 10 (including any exhibits, schedules and attachments thereto), setting forth the terms and conditions of such transaction and describing the Mortgage Loans to be purchased by the Purchaser on such Closing Date. A Confirmation may relate to more than one Mortgage Loan Package to be purchased on one or more Closing Dates hereunder.
Convertible Mortgage Loan: A Mortgage Loan that by its terms and subject to certain conditions contained in the related Mortgage or Mortgage Note allows the Mortgagor to convert the adjustable Mortgage Interest Rate on such Mortgage Loan to a fixed Mortgage Interest Rate.
Custodial Account: The separate account or accounts, each of which shall be an Eligible Account, created and maintained pursuant to this Agreement, which shall be entitled "E-Loan, Inc., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans", established at a financial institution acceptable to the Purchaser.
Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents, a form of which agreement is annexed hereto as Exhibit 6.
Custodian: The custodian under the Custodial Agreement, or its successor in interest or assigns, or any successor to the Custodian under the Custodial Agreement, as therein provided.
Cut-off Date: The first day of the month in which the related Closing Date occurs.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.
Determination Date: With respect to each Distribution Date, the fifteenth (15th) day of the calendar month in which such Distribution Date occurs or, if such fifteenth (15th) day is not a Business Day, the Business Day immediately preceding such fifteenth (15th) day.
Distribution Date: The eighteenth (18th) day of each month, commencing on the eighteenth day of the month next following the month in which the related Cut-off Date occurs, or if such eighteenth (18th) day is not a Business Day, the first Business Day immediately following such eighteenth (18th) day.
Due Date: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
Eligible Account: Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by S&P or Prime-1 by Moody's (or a comparable rating if another rating agency is specified by the Purchaser by written notice to the Seller) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.
Escrow Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled "E-Loan, Inc., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans," established at a financial institution acceptable to the Purchaser.
Escrow Payments: The amounts constituting ground rents, taxes, assessments, water charges, sewer rents, fire and hazard insurance premiums, Primary Insurance Policy premiums and other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
138139
|
Greenwich
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, – 2.htm EXHIBIT 10.2
Exhibit 10.2
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
E-LOAN, INC.
Seller and Interim Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Purchaser
Dated as of February 1, 2003
Adjustable Rate Mortgage Loans
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
This is
_____________
Greenwich Capital Financial Products, – AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and between Greenwich Capital Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc., having an office at 5875
_____________
Greenwich Capital Financial Products, – receipt requested, or, if by other means, when received by the other party at the address as follows:
(i) if to the Purchaser:
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Mortgage Finance
(ii) if to the Seller:
E-Loan, Inc.
5875 Arnold Road
Dublin,
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, – signed hereto by their respective officers thereunto duly authorized as of the date first above written.
E-LOAN, INC.
(Seller)
By:
Name:
Title:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
(Purchaser)
By:
Name:
Title:
SECTION 1. Definitions *
SECTION 2. Agreement to Purchase *
SECTION 3. Mortgage Loan Schedules *
SECTION 4. Purchase Price *
_____________
dt 158356
;
E-LOAN
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
E-LOAN, – 10.2
EX-10.2 5 exh10-2.htm EXHIBIT 10.2
Exhibit 10.2
MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
E-LOAN, INC.
Seller and Interim Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Purchaser
Dated as of February 1, 2003
Adjustable Rate Mortgage Loans
MASTER
_____________
E-Loan, – 1, 2003, by and between Greenwich Capital Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-Loan, Inc., having an office at 5875 Arnold Road, Dublin, California 94568 (the "Seller").
W I T N E S S E T
_____________
"E-Loan, – separate account or accounts, each of which shall be an Eligible Account, created and maintained pursuant to this Agreement, which shall be entitled "E-Loan, Inc., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans", established at a financial institution acceptable to
_____________
"E-Loan, – Accounts may bear interest.
Escrow Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled "E-Loan, Inc., as servicer, in trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans," established at a financial institution acceptable to
_____________
"E-Loan, – 860D of the Code.
REO Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled "E-Loan, Inc., in trust for the Purchaser, as of [date of acquisition of title], Adjustable Rate Mortgage Loans".
REO Disposition: The final sale
_____________
dt 229691
;
|
Freddie Mac
As referenced in this Master Mortgage Loan Purchase and Interim Servicing Agreement:
Freddie Mac – of Default: Any one of the events enumerated in Subsection 14.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: Freddie Mac or any successor thereto.
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan
_____________
dt 230120
;
E Loan Inc
|
Preview
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Mortgage Loan Purchase and Servicing Agreement
Mortgage Loan Purchase and Servicing Agreement (306K)
Doc #2486235: Click preview link for longer preview.
EXECUTION
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Purchaser
COUNTRYWIDE HOME LOANS, INC.,
Seller
COUNTRYWIDE HOME LOANS SERVICING, LP
Servicer
FEDERAL HOME LOAN MORTGAGE CORPORATION
Guarantor
Dated as of February 1, 2006
Conventional Residential Adjustable Rate
Mortgage Loans
TABLE OF CONTENTS
SECTION 1.
Definitions.
1
SECTION 2.
Agreement to Purchase.
18
SECTION 3.
Mortgage Schedules.
18
SECTION 4.
Purchase Price.
18
SECTION 5.
Examination of Mortgage Files.
19
SECTION 6.
Conveyance of Mortgage Loans from . . .
2486235
|
Greenwich
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Exhibit 99.2
EX-99 4 exhibit992.htm EXHIBIT 99.2
EXECUTION
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
Purchaser
COUNTRYWIDE HOME LOANS, INC.,
Seller
COUNTRYWIDE HOME LOANS SERVICING, LP
Servicer
FEDERAL HOME LOAN MORTGAGE CORPORATION
Guarantor
Dated as of February 1, 2006
Conventional Residential Adjustable Rate
Mortgage
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – IN ASSESSMENT OF COMPLIANCE
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is a MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the Agreement), dated as of February 1, 2006, by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC ., having an office at 600 Steamboat Road, Greenwich, Connecticut 06830, as purchaser (the Purchaser), COUNTRYWIDE HOME LOANS, INC., having an office at 4500 Park Granada, Calabasas, California 91302 (the
_____________
Greenwich Capital Financial Products, Inc – conditions of the transaction contemplated herein and identifying the loan characteristics of the Mortgage Loans to be purchased on the Closing Date, by and between CHL and the Purchaser.
Purchaser: Greenwich Capital Financial Products, Inc . or its successor in interest or any successor to or assignee of the Purchaser under this Agreement as herein provided.
Qualified Correspondent: Any Person from which the Seller purchased
_____________
Greenwich Capital Financial Products, Inc – the other party at the address as follows:
(i)
if to CHL:
Countrywide Home Loans, Inc.
4500 Park Granada,
Calabasas, California 91302
Attn: Celia Coulter
(ii)
if to the Purchaser:
Greenwich Capital Financial Products, Inc .
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Mortgage Finance; Structured Transactions
(iii)
if to the Servicer:
Countrywide Home Loans Servicing LP
400 Countrywide Way
Simi Valley, California 93065
Attn:
_____________
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC – CHL, Countrywide Servicing, the Guarantor and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC .
(Purchaser)
By: /s/ Vinu Phillips
Name:
Vinu Phillips
Title:
Senior Vice President
COUNTRYWIDE HOME LOANS, INC.
(Seller)
By: /s/ Darren Bigby
Name:
Darren Bigby
Title:
Senior Vice President
COUNTRYWIDE
_____________
dt 1560987
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
McGraw-Hill Companies, Inc – the event of a Certificate Insurer Default or if the Certificate Insurer has a financial enhancement rating of less thanA- FROM Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and A3 from Moodys, the Guarantor shall have the sole right to waive any default. No such waiver shall extend to any subsequent or other default or impair any
_____________
dt 1521387
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
FNMA – the Purchaser shall pay the fee for such appraisal.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FNMA : Fannie Mae or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note which amount is added
_____________
Fannie Mae – Purchaser shall pay the fee for such appraisal.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FNMA: Fannie Mae or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note which amount is added to the
_____________
FNMA – that an appraisal was made since the origination of the Mortgage Loan then the latest appraisal of the Mortgaged Property. Such appraisal shall (i) be in a form acceptable to FNMA and FHLMC and (ii) meet the then current guidelines for the Sellers so called full documentation program.
SECTION 2.
Agreement to Purchase.
CHL agrees to sell, and the Purchaser
_____________
FNMA – subject or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(iv)
CHL is an approved seller/servicer for FNMA and FHLMC in good standing and is a mortgagee approved by the Secretary of HUD pursuant to Section 203 and 211 of the National Housing Act. No event has
_____________
FNMA – 203 and 211 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make CHL unable to comply with FNMA , FHLMC or HUD eligibility requirements or which would require notification to FNMA, FHLMC or HUD;
(v)
CHL does not believe, nor does it have any reason or cause to
_____________
dt 1608356
;
BNY
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Bank of New York – Calabasas, California 91302 (the Seller or CHL), COUNTRYWIDE HOME LOANS SERVICING, LP (the Servicer or Countrywide Servicing) and FEDERAL HOME LOAN MORTGAGE CORPORATION (the Guarantor), and is acknowledged by The Bank of New York (the Trustee).
W I T N E S S E T H:
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from CHL,
_____________
Bank of New York – Corporation.
Cooperative Unit: A single family dwelling located in a Cooperative Property.
Custodial Agreement: The tri-party custody agreement dated as of September 1, 2004 by and among CHL, The Bank of New York and the Purchaser or, in connection with the Securitization Transaction, the Pooling Agreement, in each case governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage
_____________
Bank of New York, – this Agreement, which shall be entitled Countrywide Home Loans, Inc. in trust for the Purchaser or, in connection with the Securitization Transaction, Countrywide Home Loans, Inc. in trust for The Bank of New York, as Trustee for HarborView Mortgage Loan Trust 2006-CB1.
Servicing Advances: All customary, reasonable and necessary out of pocket costs and expenses incurred in the performance by the Servicer
_____________
Bank of New York, – Correspondent, that originated Mortgage Loans acquired by the Servicer.
Trust Fund: The pool of assets subject to the Securitization Transaction, which consists in part of the Mortgage Loans.
Trustee: The Bank of New York, its successors and assigns, or any successor trustee appointed as provided in the Pooling Agreement.
Underwriting Guidelines: CHLs underwriting guidelines 12.10 and 12.41 as in effect on
_____________
Bank of New York
– the Servicing Criteria has been disclosed in such reports.
Date: _____________________
By: _______________________
Name: _____________________
Title: ______________________
EXHIBIT 15
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
To: The Bank of New York
[[__]]
[[__]]
Attention: HarborView 2006-CB1
Telephone: [[__]]
Facsimile: [[__]]
Reference is made to that certain mortgage loan purchase and servicing agreement, dated as of February 1, 2006 (the
_____________
dt 1693055
;
Freddie Mac
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Freddie Mac- – licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Freddie Mac- approved mortgage insurer and having a claims paying ability rating of at least AA or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect
_____________
Freddie Mac – The issuance of (i) publicly offered, rated securities and privately offered securities known as HarborView Mortgage Loan Trust 2006-CB1, Mortgage Loan Pass-Through Certificates, Series 2006-CB1 and (ii) Freddie Mac Structured Pass-Through Certificates (SPCs), Series T-067, the payments on which are determined primarily by reference to the Mortgage Loans.
Seller: Countrywide Home Loans, Inc., or any successor to
_____________
Freddie Mac – arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction.
(lxv)
Each Mortgage Loan had an original principal balance that conforms to Freddie Mac guidelines concerning original principal balance limits at the time of the origination of such Mortgage Loan;
(lxvi)
Each Mortgage Loan constitutes a qualified mortgage within the meaning of Section 860G(
_____________
Freddie Mac – 2(f) and 64.10.1), 65, A65, B65, 66, 67 and 70 (except 70.5-8) of the Guide; provided, however, that Freddie Macs Electronic Default Reporting (EDR), the Freddie Mac Form Nos. 1013, 1126, 105, 1127, 1636, 1077, 1045F, 102 and 104DC, the appointment and use by the Servicer of the Freddie Mac designated foreclosure or bankruptcy counsel (other than
_____________
Freddie Mac – Freddie Macs Electronic Default Reporting (EDR), the Freddie Mac Form Nos. 1013, 1126, 105, 1127, 1636, 1077, 1045F, 102 and 104DC, the appointment and use by the Servicer of the Freddie Mac designated foreclosure or bankruptcy counsel (other than the requirement of such counsel to meet the qualification criteria set forth in Section 53.1.1 of the Guide) and any incentive,
_____________
dt 1640101
|
Preview
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| 2003 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,523K)
Doc #126150: Click preview link for longer preview.
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
Section 4.02(a).
126150
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, – v),
(vi), (vii), (viii) and (ix)(B) shall also be set forth for the
Companion Loan in such Loan Pair.
"Mortgage Loan Seller" Greenwich Capital Financial Products, Inc.
"Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider,
_____________
Greenwich Capital Financial Products, – to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------------
Name:
Title:
{PAGE}
Schedule A
Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc.
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY
_____________
dt 158355
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO Bank – 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
----------------------------------
$
ABN AMRO BANK – 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
ABN AMRO Bank – 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
ABN AMRO Bank – 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
ABN AMRO Bank – 2003-C1, facsimile number: (312) 904-2084;
(v) in the case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed
Securities
dt 45185
;
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
Lennar Partners, – 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
_____________
dt 108944
;
|
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – meaning assigned to
such term in Section 8.15(d).
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
_____________
McGraw-Hill Companies, Inc – the Fiscal Agent, the Master Servicer and the Special
Servicer, and specific ratings of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Scheduled Payment" shall mean, with respect
_____________
McGraw-Hill Companies, Inc – Telecopy No.: (212)
761-0747; (vii) in the case of the Rating Agencies, (A) Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc ., 55 Water
Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance
Department, facsimile number: (212) 438-2662; and (B) Moody'
_____________
McGraw-Hill Companies, Inc – Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, NY 10041-0003
Wachovia Bank, National Association
Structured Products Servicing
8739 Research Drive - URP4
Charlotte,
_____________
McGraw-Hill Companies, Inc – Transferee)
By:
------------------------------
Name:
Title:
{PAGE}
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGEMENT
[Date]
Standard & Poor's Ratings Services
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, New York 10041
Attention: Commercial Surveillance Department
Moody's Investors Service, Inc.
99 Church Street,
_____________
dt 310718
;
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal National Mortgage Association – manager with respect to a Class of Investment Grade Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association or
any successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"
_____________
dt 80371
;
More... |
Preview
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| 2004 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (2,113K)
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POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 2003
========================================
$1,333,648,872 (EXCLUDING CLASS S-AFR CERTIFICATES)
$100,000,000 CLASS S-AFR CERTIFICATES
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-C3
{PAGE}
TABLE OF CONTENTS
{TABLE}
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ARTICLE I DEFINITIONS................................................................................8
Section 1.01 Defined Terms.....................................................................8
Section 1.02 Certain Calculations............................................................108
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........................109
Section 2.01 Establishment of Trust; Conveyance of Mortgage Loans............................109
Section 2.02 Acceptance by Trustee...........................................................113
Section 2.03 Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans for
Defects in Mortgage Files and Breaches of Representations and
Warranties......................................................................117
Section 2.04 Issuance of Class R-I Certificates; Creation of REMIC I Regular
Interests.......................................................................121
Section 2.05 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II
by the Trustee..................................................................121
Section 2.06 Issuance of Class R-II Certificates; Creation of REMIC II Regular
Interest........................................................................122
Section 2.07 Conveyance of REMIC II Regular Interests; Acceptance of REMIC
III by Trustee..................................................................122
Section 2.08 Issuance of REMIC III Certificates..............................................122
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND...........................................123
Section 3.01 Servicing and Administration of the Mortgage Loans..............................123
Section 3.02 Collection of Mortgage Loan and Serviced Companion Loan Payments................127
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts and Reserve Accounts.........................................128
Section 3.04 Certificate Account, Distribution Account, Class S-AFR
Sub-Account Interest Reserve Account and Serviced Whole Loan
Custodial Accounts..............................................................130
Section 3.05 Permitted Withdrawals From the Certificate Account, the Distribution Account,
the Class S-AFR Sub-Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and Serviced Whole Loan
Custodial Accounts; Establishment of Serviced Companion
Loan Distribution Accounts......................................................137
Section 3.06 Investment of Funds in the Certificate Account, the Distribution Account,
the Excess Liquidation Proceeds Reserve Account, the Interest
Reserve Account, the REO Account and the Serviced Whole Loan
Custodial Accounts..............................................................149
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Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage...........................................................150
Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing; Defeasance...............................................154
Section 3.09 Realization Upon Defaulted Mortgage Loans.......................................158
Section 3.10 Trustee to Cooperate; Release of Mortgage Files.................................161
Section 3.11 Servicing Compensation; Nonrecoverable Servicing Advances.......................162
Section 3.12 Inspections; Collection of Financial Statements.................................168
Section 3.13 Annual Statement as to Compliance...............................................169
Section 3.14 Reports by Independent Public Accountants.......................................169
Section 3.15 Access to Certain Information...................................................170
Section 3.16 Title to REO Property; REO Account..............................................170
Section 3.17 Management of REO Property; Independent Contractors.............................172
Section 3.18 Sale of Defaulted Mortgage Loans................................................174
Section 3.19 Sale of REO Property............................................................180
Section 3.20 Additional Obligations of the Master Servicer and the Special
Servicer........................................................................181
Section 3.21 Modifications, Waivers, Amendments and Consents.................................185
Section 3.22 Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping........................................................189
Section 3.23 Sub-Servicing Agreements........................................................190
Section 3.24 Designation of Special Servicer by the Majority Certificateholder of
the Controlling Class...........................................................192
Section 3.25 Lock-Box Accounts and Servicing Accounts........................................197
Section 3.26 Representations and Warranties of the Master Servicer and
the Special Servicer............................................................197
Section 3.27 Third-Party Beneficiaries.......................................................201
Section 3.28 Certain Matters Relating to the Mall at Millenia Whole Loan, the Wells Fargo
Tower Whole Loan and the Geneva Commons Whole Loan..............................202
Section 3.29 AFR/Bank of America Portfolio Control Rights....................................203
Section 3.30 AFR/Bank of America Portfolio B Note Intercreditor Matters......................207
Section 3.31 Serviced Companion Loan Intercreditor Matters...................................210
Section 3.32 Matters relating to the 609 Fifth Avenue Companion Loans........................213
{/TABLE}
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Section 3.33 Removal of Special Servicer by Directing Certificateholder......................214
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.......................................215
Section 4.01 Distributions...................................................................215
Section 4.02 Statements to Certificateholders; Certain Reports by the
Master Servicer and the Special Servicer........................................233
Section 4.03 Delinquency Advances............................................................243
Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses................251
Section 4.05 Statements to Serviced Companion Loan Holders...................................253
ARTICLE V THE CERTIFICATES.........................................................................254
Section 5.01 The Certificates................................................................254
Section 5.02 Registration of Transfer and Exchange of Certificates...........................255
Section 5.03 Book-Entry Certificates.........................................................260
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates...............................261
Section 5.05 Persons Deemed Owners...........................................................262
ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER..............................262
Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer................................................................262
Section 6.02 Merger, Consolidation or Conversion of the Depositor, the Master
Servicer and the Special Servicer; Assignment of Rights
and Delegation of Duties by the Master Servicer and the
Special Servicer................................................................262
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others.......................................263
Section 6.04 Depositor, Master Servicer and Special
Servicer Not to Resign..........................................................264
Section 6.05 Rights of the Depositor in Respect of the Master Servicer
and the Special Servicer........................................................265
Section 6.06 Removal Without Cause and Appointment of Successor Special
Servicer for AFR/Bank of America Portfolio
Whole Loan......................................................................265
ARTICLE VII DEFAULT..................................................................................267
Section 7.01 Events of Default...............................................................267
Section 7.02 Trustee to Act; Appointment of Successor........................................270
{/TABLE}
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Section 7.03 Notification to Certificateholders..............................................271
Section 7.04 Waiver of Events of Default.....................................................272
ARTICLE VIII CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE SERVICED COMPANION LOAN PAYING AGENT....272
Section 8.01 Duties of the Trustee and The Fiscal Agent......................................272
Section 8.02 Certain Matters Affecting the Trustee
and the Fiscal Agent............................................................273
Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans..................................................275
Section 8.04 Trustee and Fiscal Agent May Own Certificates...................................275
Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee and the Fiscal
Agent...........................................................................275
Section 8.06 Eligibility Requirements for Trustee and Fiscal Agent...........................276
Section 8.07 Resignation and Removal of the Trustee and the Fiscal Agent.....................277
Section 8.08 Successor Trustee and Fiscal Agent..............................................278
Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent.............................278
Section 8.10 Appointment of Co-Trustee or Separate Trustee...................................278
Section 8.11 Appointment of Custodians.......................................................280
Section 8.12 Access to Certain Information...................................................280
Section 8.13 Representations and Warranties of the Trustee...................................282
Section 8.14 Filings with the Securities and Exchange Commission.............................283
Section 8.15 Fiscal Agent Termination Event..................................................285
Section 8.16 Procedure Upon Termination Event................................................286
Section 8.17 Serviced Companion Loan Paying Agent............................................286
Section 8.18 Serviced Companion Loan Holder Register.........................................287
ARTICLE IX TERMINATION..............................................................................288
Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans................288
Section 9.02 Additional Termination Requirements.............................................292
ARTICLE X ADDITIONAL REMIC PROVISIONS..............................................................293
Section 10.01 REMIC Administration............................................................293
Section 10.02 Depositor, Master Servicer, Special Servicer, Fiscal Agent
and Trustee to Cooperate........................................................296
Section 10.03 Grantor Trust Administration....................................................296
{/TABLE}
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ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................298
Section 11.01 Amendment.......................................................................298
Section 11.02 Recordation of Agreement; Counterparts..........................................300
Section 11.03 Limitation on Rights of Certificateholders......................................301
Section 11.04 GOVERNING LAW...................................................................302
Section 11.05 Notices.........................................................................302
Section 11.06 Severability of Provisions......................................................303
Section 11.07 Grant of a Security Interest....................................................303
Section 11.08 No Partnership..................................................................303
Section 11.09 Successors and Assigns; Beneficiaries...........................................304
Section 11.10 Article and Section Headings....................................................304
Section 11.11 Notices to the Rating Agencies..................................................304
{/TABLE}
-v-
{PAGE}
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate A-1-1
Exhibit A-2 Form of Class A-2 Certificate A-2-1
Exhibit A-3 Form of Class A-3 Certificate A-3-1
Exhibit A-4 Form of Class A-4 Certificate A-4-1
Exhibit A-5 Form of Class B Certificate A-5-1
Exhibit A-6 Form of Class C Certificate A-6-1
Exhibit A-7 Form of Class D Certificate A-7-1
Exhibit A-8 Form of Class E Certificate A-8-1
Exhibit A-9 Form of Class X-1 Certificate A-9-1
Exhibit A-10 Form of Class X-2 Certificate A-10-1
Exhibit A-11 Form of Class A-1A Certificate A-11-1
Exhibit A-12 Form of Class F Certificate A-12-1
Exhibit A-13 Form of Class G Certificate A-13-1
Exhibit A-14 Form of Class H Certificate A-14-1
Exhibit A-15 Form of Class J Certificate A-15-1
Exhibit A-16 Form of Class K Certificate A-16-1
Exhibit A-17 Form of Class L Certificate A-17-1
Exhibit A-18 Form of Class M Certificate A-18-1
Exhibit A-19 Form of Class N Certificate A-19-1
Exhibit A-20 Form of Class O Certificate A-20-1
Exhibit A-21 Form of Class P Certificate A-21-1
Exhibit A-22 Form of Class S-AFR-1 Certificate A-22-1
Exhibit A-23 Form of Class S-AFR-2 Certificate A-23-1
Exhibit A-24 Form of Class S-AFR-3 Certificate A-24-1
Exhibit A-25 Form of Class S-AFR-4 Certificate A-25-1
Exhibit A-26 Form of Class R-I Certificate A-26-1
Exhibit A-27 Form of Class R-II Certificate A-27-1
Exhibit A-28 Form of Class R-III Certificate A-28-1
Exhibit B-1 Form of Transferor Certificate B-1-1
Exhibit B-2 Form of Transferee Certificate B-2-1
Exhibit C-1 Form of Transfer Affidavit and Agreement C-1-1
Exhibit C-2 Form of Transferor Certificate C-2-1
Exhibit D Form of Request for Release D-1
Exhibit E Form of UCC-1 Financing Statement E-1
Exhibit F Methodology to Normalize Net Operating
Income and Debt Service Coverage F-1
Exhibit G Form of Distribution Date Statement G-1
Exhibit H-1 Form of Investor Certification H-1-1
Exhibit H-2 Form of Confidentiality Agreement H-2-1
Exhibit I Form of Notice and Certification
regarding Defeasance of
Mortgage Loans I-1
Exhibit J Form of Insurance Summary Report J-1
Exhibit K [RESERVED] K-1
Exhibit L-1 Closing Mortgage File Review
Certification L-1
Exhibit L-2 Post-Closing Mortgage File Review
Certification L-2
-i-
{PAGE}
Exhibit M-1 Form 10-K Certification M-1-1
Exhibit M-2 Back-up Certificate for
Form 10-K Certification from Trustee M-2-1
Exhibit M-3 Back-up Certificate for Form 10-K
Certification from Master
Servicer/Special Servicer M-3-1
-ii-
{PAGE}
SCHEDULES
Schedule I Mortgage Loan Schedule Sch. I-1
Schedule II Environmental Policy Mortgage Loans Sch. II-1
Schedule III Strip Calculation Schedule Sch. III-1
Schedule IV Broker Strip Schedule Sch. IV-1
Schedule V Specified Earnout Reserve Loans Sch. V-1
Schedule VI Additional Servicing Fee Schedule Sch. VI-1
-iii-
{PAGE}
This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of December 1, 2003, among GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer and
Serviced Companion Loan Paying Agent, LENNAR PARTNERS, INC., as Special Servicer
with respect to all Mortgage Loans other than the AFR/Bank of America Portfolio
Whole Loan, MIDLAND LOAN SERVICES, INC., as Special Servicer with respect to the
AFR/Bank of America Portfolio Whole Loan, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, to be issued hereunder
in multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund to be created hereunder, the primary assets
of which will be the Mortgage Loans. The aggregate of the initial Cut-off Date
Principal Balances of the Mortgage Loans, other than the AFR/Bank of America
Portfolio B Note, is approximately $1,333,648,872, and the aggregate principal
balance of the AFR/Bank of America Portfolio B Note is $100,000,000.
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Mortgage Loans (exclusive of that portion of
interest payments thereon that constitute Excess Interest) and certain other
related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I".
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions under federal income tax law.
With respect to each Mortgage Loan, there shall be a corresponding REMIC I
Regular Interest. The designation for each such REMIC I Regular Interest shall
be the loan number for the related Mortgage Loan set forth on the schedule
attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein)
and the initial Uncertificated Principal Balance of each such REMIC I Regular
Interest shall be based on the Net Mortgage Rate as of the Cut-off Date and the
Cut-off Date Principal Balance, respectively, for the related Mortgage Loan.
Determined solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I
Regular Interest shall be the first Distribution Date that follows the Stated
Maturity Date for the related Mortgage Loan. None of the REMIC I Regular
Interests will be certificated.
As provided herein, the Trustee 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-II Certificates will represent 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
designation, REMIC II Remittance Rate and the initial Uncertificated Principal
Balance for each of the REMIC II Regular Interests. Determined solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each REMIC II Regular Interest shall be the
first Distribution Date that is at least two years after the end of the
remaining amortization schedule of the Mortgage Loan that has, as of the Closing
Date, the longest remaining amortization schedule, irrespective of its scheduled
maturity. None of the REMIC II Regular Interests will be certificated.
{PAGE}
REMIC II Initial Uncertificated
Designation Remittance Rate Principal Balance
LA-1-1 Variable (*) $9,781,000
LA-1-2A Variable (*) $24,360,000
LA-1-2B Variable (*) $27,845,000
LA-1-2C Variable (*) $27,732,000
LA-1-2D Variable (*) $14,171,000
LA-1-2-M Variable (*) $75,451,000
LA-2-A Variable (*) $12,836,000
LA-2-B Variable (*) $26,951,000
LA-2-C Variable (*) $25,821,000
LA-2-D Variable (*) $39,167,000
LA-2-E Variable (*) $9,590,000
LA-3-A Variable (*) $67,084,000
LA-3-B Variable (*) $23,036,000
LA-3-C Variable (*) $22,088,000
LA-3-D Variable (*) $88,414,000
LA-3-E Variable (*) $47,278,000
LA-4-A Variable (*) $59,647,000
LA-4-B Variable (*) $348,454,000
LA1-1 Variable (*) $1,656,000
LA1-2-A Variable (*) $4,759,000
LA1-2-B Variable (*) $5,292,000
LA1-2-C Variable (*) $5,280,000
LA1-2-D Variable (*) $5,056,000
LA1-2-E Variable (*) $5,044,000
LA1-2-F Variable (*) $4,828,000
LA1-2-G Variable (*) $19,176,000
LA1-2-H Variable (*) $54,990,000
LA1-2-I Variable (*) $2,892,000
LA1-2-J Variable (*) $2,764,000
LA1-2-K Variable (*) $2,732,000
LA1-2-L Variable (*) $36,085,000
LB Variable (*) $41,676,000
LC Variable (*) $16,671,000
LD Variable (*) $30,007,000
LE Variable (*) $21,672,000
LF-A Variable (*) $7,438,000
LF-B Variable (*) $7,821,000
LF-C Variable (*) $6,863,000
LF-D Variable (*) $1,217,000
187921
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, – will be initially owned by
Morgan Stanley Capital Inc. The other four (4) Wells Fargo Tower Companion Loans
will be initially owned by Greenwich Capital Financial Products, Inc., and it is
anticipated that two (2) of these other Wells Fargo Tower Companion Loans will
be deposited into the trust
_____________
Greenwich
Capital Financial Products, – will be
serviced and administered pursuant to an interim servicing agreement (the "Wells
Fargo Tower Whole Loan Interim Servicing Agreement") by and among Greenwich
Capital Financial Products, Inc., Morgan Stanley Mortgage Capital Inc., Wachovia
Bank, National Association and Lennar Partners, Inc. and the Wells Fargo Tower
Co-Lender Agreement.
_____________
Greenwich Capital Financial Products, – the Wells Fargo Tower Companion Loans, that
certain amended and restated co-lender agreement, dated as of December 18, 2003,
by and between Greenwich Capital Financial Products, Inc., a Delaware
corporation, and Morgan Stanley Mortgage Capital Inc., a New York corporation,
as amended from time to time in accordance
_____________
dt 158362
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO BANK – OF THE AFR/BANK OF AMERICA PORTFOLIO
WHOLE LOAN,
LASALLE BANK NATIONAL ASSOCIATION,
TRUSTEE
AND
ABN AMRO BANK N.V.,
FISCAL AGENT
POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 2003
========================================
$1,
ABN AMRO BANK – the
AFR/Bank of America Portfolio Whole Loan, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, to
ABN AMRO
Bank – such trustee or any successor
thereto, the "Greenwich Commercial Mortgage Trust 2003-C2 Trustee") and ABN AMRO
Bank N.V., as the anticipated initial fiscal agent (such fiscal agent or any
successor thereto,
ABN AMRO Bank
– National Consumer Cooperative Bank, as co-op
special servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank
N.V., as fiscal agent, and Wells Fargo Bank Minnesota, N.A., as paying
ABN AMRO Bank – its own funds pursuant to Section 3.07(b), will ultimately be recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a banking organization organized
under the laws of the Netherlands, its successor in
dt 45308
;
AIG
As referenced in this Pooling and Servicing Agreement:
American International Group, Inc – Phase I assessment" conducted in
accordance with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.
"Environmental Policy": The Secured Creditor Impaired Property Policies
(Portfolio) issued by American International Group, Inc . with respect to the
Mortgaged Properties listed on Schedule II.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by the Master
_____________
dt 1483317
;
|
Commerzbank NY
As referenced in this Pooling and Servicing Agreement:
Commerzbank AG, New York Branch – be prepared by the Master
Servicer and delivered to the Trustee and the Depositor pursuant to Section
4.02(b).
55
{PAGE}
"Commerzbank": Commerzbank AG, New York Branch , a company formed under
the laws of the Federal Republic of Germany and licensed to engage in the
banking business under Article
_____________
dt 126610
;
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
LENNAR PARTNERS, – AGREEMENT
{TEXT}
{PAGE}
EXECUTION VERSION
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
DEPOSITOR,
GMAC COMMERCIAL MORTGAGE CORPORATION,
MASTER SERVICER AND SERVICED COMPANION LOAN PAYING AGENT,
LENNAR PARTNERS, INC.,
SPECIAL SERVICER WITH RESPECT TO ALL MORTGAGE LOANS OTHER THAN THE AFR/BANK
OF AMERICA PORTFOLIO WHOLE LOAN,
MIDLAND LOAN SERVICES,
_____________
LENNAR PARTNERS, – 1, 2003, among GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer and
Serviced Companion Loan Paying Agent, LENNAR PARTNERS, INC., as Special Servicer
with respect to all Mortgage Loans other than the AFR/Bank of America Portfolio
Whole Loan, MIDLAND LOAN
_____________
Lennar Partners, – Association, as the anticipated initial master servicer (such master
servicer or any successor thereto, the "Greenwich Commercial Mortgage Trust
2003-C2 Master Servicer"), Lennar Partners, Inc., as the anticipated initial
special servicer (such special servicer or any successor thereto, the "Greenwich
Commercial Mortgage Trust 2003-C2 Special
_____________
Lennar Partners, – Whole Loan Interim Servicing Agreement") by and among Greenwich
Capital Financial Products, Inc., Morgan Stanley Mortgage Capital Inc., Wachovia
Bank, National Association and Lennar Partners, Inc. and the Wells Fargo Tower
Co-Lender Agreement. After the Greenwich Commercial Mortgage Trust
6
{PAGE}
2003-C2 Commercial Mortgage Pass-
_____________
Lennar Partners, – Mortgage Loan Schedule with
a Due Date which occurs after the Determination Date in the same calendar month
as such Due Date.
"Lennar": Lennar Partners, Inc.
"Liquidation Event": With respect to any Mortgage Loan or Serviced
Companion Loan, any of the following events: (i) such Mortgage Loan
_____________
dt 108957
;
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (654K)
Doc #1325723: Click preview link for longer preview.
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1998
among
LONG BEACH ACCEPTANCE RECEIVABLES CORP.
Depositor
and
LONG BEACH ACCEPTANCE CORP.
Originator and Servicer
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
Trustee, Back-up Servicer, . . .
1325723
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial
Products, Inc – or (iii) the close of business on April 30, 1998.
"GCFP BILL OF SALE AND ASSIGNMENT" means the Bill of Sale and
Assignment dated as of January 1, 1998 between Greenwich Capital Financial
Products, Inc . ("GCFP"), as assignor, and LBAC, as assignee.
"GCFP RELEASES" means the security interest releases each executed as
of January 1, 1998 by GCFP in favor of LBAC.
"GUARANTEED DISTRIBUTIONS"
_____________
Greenwich Capital Financial Products, Inc – of Title 12 of the Delaware Code, 12 Del. C.
Section 3801 et seq. that is a Bankruptcy Remote Entity, or, in the case of
the Excess Cash Flow Certificate, Greenwich Capital Financial Products, Inc .
("GCFP"); PROVIDED, HOWEVER, that in the event GCFP forecloses on its
security interest in the Excess Cash Flow Certificate, the Excess Cash Flow
Certificate may be registered in the
_____________
dt 1318023
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc . and any successors thereof.
"STOCK PLEDGE AGREEMENT" means the Stock Pledge and Collateral Agency
Agreement dated as of March 1, 1997, among LBAC, the Certificate Insurer, the
Trustee and
_____________
dt 1517444
;
|
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal National
Mortgage Association – Class B Reserve Account Property or Capitalized
Interest Account Property that consists of any security issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National
Mortgage Association that is a book-entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations, the following
procedures, all in accordance with applicable law, including applicable
_____________
dt 1438616
;
FSA
As referenced in this Pooling and Servicing Agreement:
Financial Security Assurance Inc – CERTIFICATE BALANCE" as of any day, means the sum of the Class A
Certificate Balance on such day and the Class B Certificate Balance on such day.
"CERTIFICATE INSURER" means Financial Security Assurance Inc ., a
monoline insurance company incorporated under the laws of the State of New York,
or its successors in interest as issuer of the Policy.
"CERTIFICATE OWNER" means, with respect
_____________
Financial Security Assurance Inc – to each Receivable and the proceeds of any or all of the
foregoing; and (ii) a Financial Guaranty Insurance Policy issued for the benefit
of the Class A Certificateholders by Financial Security Assurance Inc . (the
"Policy").
Under the Agreement, there will be distributed on the 25th day of each
month or, if such 25th day is not a Business Day, the next Business
_____________
Financial Security Assurance Inc – to each Receivable and the
proceeds of any or all of the foregoing; and (ii) a Financial Guaranty
Insurance Policy issued for the benefit of the Class A Certificateholders by
Financial Security Assurance Inc . (the "Policy").
Under the Agreement, the rights of the Class B Certificateholders to
receive distributions of interest and principal in respect of the Class B
Certificates on a Distribution
_____________
Financial Security Assurance Inc – to each
Receivable and the proceeds of any or all of the foregoing; and (ii) a Financial
Guaranty Insurance Policy issued for the benefit of the Class A
Certificateholders by Financial Security Assurance Inc . (the "Policy").
Under the Agreement, the rights of the Excess Cash Flow
Certificateholders to receive distributions and principal in respect of the
Excess Cash Flow Certificates on a Distribution
_____________
Financial Security Assurance Inc – Title: Assistant Vice President -
Treasurer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee, Back-up
Servicer, Custodian and Collateral
Agent
By: /s/ Leah Foshee
------------------------------------
Name: Leah Foshee
Title: Vice President
Financial Security Assurance Inc ., as Certificate
Insurer, hereby consents to the foregoing
Amendment pursuant to Sections 11.1 and 11.3
of the Pooling and Servicing Agreement.
FINANCIAL SECURITY ASSURANCE INC.
By: /s/
_____________
dt 1336141
|
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (575K)
Doc #1325728: Click preview link for longer preview.
[Execution Version]
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1998
among
LONG BEACH ACCEPTANCE RECEIVABLES CORP.
Depositor
and
LONG BEACH ACCEPTANCE CORP.
Originator and Servicer
and
CHASE BANK OF . . .
1325728
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, Inc – is
less than $100,000, (ii) the date on which an Event of Default under this
Agreement occurs or (iii) the close of business on February 23, 1999.
"GCFP" means Greenwich Capital Financial Products, Inc .
"GCFP BILL OF SALE AND ASSIGNMENT" means the Bill of Sale and
Assignment dated as of November 1, 1998 between GCFP, as assignor, and LBAC, as
assignee.
"GCFP RELEASES"
_____________
dt 1318024
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc . and any successors thereof.
"STOCK PLEDGE AGREEMENT" means the Stock Pledge and Collateral Agency
Agreement dated as of March 1, 1997, among LBAC, the Certificate Insurer, the
Trustee and
_____________
dt 1517445
;
|
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal National Mortgage Association – endorsement;
(c) with respect to any Capitalized Interest Account Property that
consists of any security issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that is a
book-entry security held through the Federal Reserve System pursuant to Federal
book-entry regulations, the following procedures, all in accordance with
applicable law, including applicable
_____________
dt 1438617
;
FSA
As referenced in this Pooling and Servicing Agreement:
Financial Security Assurance Inc – set forth in Exhibit A, Exhibit B or Exhibit C hereto.
"CERTIFICATE ACCOUNT" means the account designated as such, established
and maintained pursuant to Section 4.1.
"CERTIFICATE INSURER" means Financial Security Assurance Inc ., a
monoline insurance company incorporated under the laws of the State of New York,
or its successors in interest as issuer of the Policy.
"CERTIFICATE OWNER" means, with respect
_____________
Financial Security Assurance
Inc – to each Receivable and the proceeds of any or all of
the foregoing; and (ii) a Financial Guaranty Insurance Policy issued for the
benefit of the Class A Certificateholders by Financial Security Assurance
Inc . (the "Policy").
Under the Agreement, there will be distributed on the 19th day of each
month or, if such 19th day is not a Business Day, the next Business
_____________
Financial Security Assurance
Inc – to each Receivable and the proceeds of any or all of
the foregoing; and (ii) a Financial Guaranty Insurance Policy issued for the
benefit of the Class A Certificateholders by Financial Security Assurance
Inc . (the "Policy").
Under the Agreement, the rights of the Excess Cash Flow
Certificateholders to receive distributions and principal in respect of the
Excess Cash Flow Certificates on a Distribution
_____________
Financial Security Assurance Inc – Title:
LONG BEACH ACCEPTANCE CORP., as
Originator and Servicer
By:
--------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee, Back-up
Servicer, Custodian and Collateral Agent
By:
--------------------------------------
Name:
Title:
Financial Security Assurance Inc ., as Certificate Insurer,
hereby consents to the foregoing Amendment pursuant to
Sections 11.1 and 11.3 of the Pooling and Servicing
Agreement.
FINANCIAL SECURITY ASSURANCE INC.
By:
-----------------------------------------
Name:
_____________
FINANCIAL SECURITY ASSURANCE INC – By:
--------------------------------------
Name:
Title:
Financial Security Assurance Inc., as Certificate Insurer,
hereby consents to the foregoing Amendment pursuant to
Sections 11.1 and 11.3 of the Pooling and Servicing
Agreement.
FINANCIAL SECURITY ASSURANCE INC .
By:
-----------------------------------------
Name:
Title:
<Page>
Long Beach Acceptance Receivables Corp., as sole Excess Cash
Flow Certificateholder, hereby consents to the foregoing
Amendment.
LONG BEACH ACCEPTANCE RECEIVABLES CORP.
By:
-----------------------------------------
_____________
dt 1336142
|
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,969K)
Doc #1341568: Click preview link for longer preview.
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
. . .
1341568
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital
Financial Products, Inc – clauses (iii),
(iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be set forth
for the Companion Loan in such Loan Group.
"Mortgage Loan Sellers" shall mean each of Greenwich Capital
Financial Products, Inc ., GSMC and Commerzbank.
"Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider, addendum or
_____________
Greenwich Capital Financial Products, Inc – survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
Each of the Depositor, Greenwich Capital Financial Products, Inc .,
the Special Servicer, any Controlling Class Certificateholder (with priority
among such Holders being given to the Holder of Certificates representing the
greatest Percentage Interest in the Controlling Class) or
_____________
Greenwich Capital
Financial Products, Inc – LLC, One Charles River Place, 63 Kendrick Street, Needham,
Massachusetts 02492, Attention: Charles Spetka, Telecopy No.: (781) 707-9397;
and (x) in the case of the Mortgage Loan Sellers, (A) Greenwich Capital
Financial Products, Inc ., 600 Steamboat Road, Greenwich, Connecticut 06830,
Attention: Perry Gershon, Telecopy No.: (203) 618-2134, with a copy to Paul
Stevelman, Esq., Telecopy No.: (203) 618-2132; (B) Goldman Sachs
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Recording
608074 No Evidence of Recording
634980 No Evidence of Recording
681886
704013 No Evidence of Recording
704014 No Evidence of Recording
704066 No Evidence of Recording
798421
726574
726839 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC . No Evidence of Recording
726987 No Evidence of Recording
728309 No Evidence of Recording
733018 No Evidence of Recording
733226 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. Cert. True & Sent
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – of Recording
798421
726574
726839 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. No Evidence of Recording
726987 No Evidence of Recording
728309 No Evidence of Recording
733018 No Evidence of Recording
733226 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC . Cert. True & Sent for rec
733263 No Evidence of Recording
734667 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. Cert. True & Sent for rec
737059 No Evidence of Recording
737816
_____________
dt 1318025
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO Bank N.V., – Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 May 13, 2004
---------------------
$2,627,155,095
Commercial Mortgage Trust 2004-GG1,
Commercial Mortgage Pass-Through Certificates,
Series 2004-
_____________
ABN AMRO BANK N.V., – 13, 2004, among GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LENNAR
PARTNERS, INC., 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
_____________
ABN AMRO Bank N.V., – as master servicer (the "GCCFC C2 Master
Servicer"), Lennar Partners, Inc., as special servicer (the "GCCFC C2 Special
Servicer"), LaSalle Bank National Association, as trustee (the "GCCFC C2
Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "GCCFC C2 Fiscal
Agent"), pursuant to which the Commercial Mortgage Pass Through Certificates,
Series 2003-C2 were issued. Pursuant to the terms of the GCCFC
_____________
ABN AMRO Bank N.V., – C3 Special Servicer"), LaSalle Bank National Association, as trustee
(the "GMACCM C3 Trustee"), Midland Loan Services, Inc. as Special Servicer of
the AFR/Bank of America Portfolio Whole Loan, and ABN AMRO Bank N.V., as fiscal
agent (the "GMACCM C3 Fiscal Agent"), pursuant to which the GMAC Commercial
Mortgage Securities Corp., Commercial Mortgage Pass Through Certificates, Series
2003-C3 were issued.
Capitalized terms
_____________
ABN AMRO Bank N.V. – Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"660 Madison Avenue 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
Serviced Mortgage Loan, any default under the related Loan documents resulting
from (a) the exclusion
_____________
dt 1471210
;
Commerzbank NY
As referenced in this Pooling and Servicing Agreement:
Commerzbank AG, New York Branch – ending on and including the Determination Date
in the calendar month in which such Distribution Date or Master Servicer
Remittance Date, as the case may be, occurs.
"Commerzbank" shall mean Commerzbank AG, New York Branch , a company
formed under the laws of the Federal Republic of Germany and licensed to engage
in the banking business under Article V of the Banking Law of the
_____________
Commerzbank AG, New York Branch – 85 Broad Street, New York, New York 10004, Attention: Rolf Edwards,
Telecopy No.: (212) 346-3594, with a copy to: Samuel Ramos, Esq., Telecopy No.:
(212) 428-3141; and (C) Commerzbank AG, New York Branch , 2 World Financial
Center, New York, New York 10281, Attention: Anthony J. Tuffy, Telecopy No.:
(212) 266-7565, with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717
_____________
COMMERZBANK AG, NEW YORK BRANCH – 18.SRC-TINS Title Insurance - Title Commitment
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Doc Key To: Evidence of Recording
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
797125 ARCHON FINANCIAL, L.P.; COMMERZBANK AG, NEW YORK BRANCH No Evidence of Recording
797258 ARCHON FINANCIAL, L.P.; COMMERZBANK AG, NEW YORK BRANCH No Evidence of Recording
798611 ARCHON FINANCIAL, L.P. No Evidence of Recording
798616 Document
_____________
COMMERZBANK AG, NEW YORK BRANCH – of Recording
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
797125 ARCHON FINANCIAL, L.P.; COMMERZBANK AG, NEW YORK BRANCH No Evidence of Recording
797258 ARCHON FINANCIAL, L.P.; COMMERZBANK AG, NEW YORK BRANCH No Evidence of Recording
798611 ARCHON FINANCIAL, L.P. No Evidence of Recording
798616 Document Not Received
798637 GOLDMAN SACHS MORTGAGE COMPANY Document Not Received
798641 Document Not Received
_____________
dt 1360442
;
|
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
Lennar Partners, – lt;DESCRIPTION>POOLING AND SERVICING AGREEMENT
<TEXT>
EXHIBIT 4
EXECUTION COPY
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 May 13,
_____________
LENNAR
PARTNERS, – Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 13, 2004, among GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LENNAR
PARTNERS, INC., 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
_____________
Lennar Partners, – Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C2.
(11) Wachovia refers to Wachovia Bank, National Association and GMACCM refers
to GMAC Commercial Mortgage Corporation.
(12) Lennar refers to Lennar Partners, Inc. and GMACCM refers to GMAC
Commercial Mortgage Corporation.
111 Eighth Avenue. The Loan Group secured by a Mortgage on the
property known as 111 Eighth Avenue (the "111
_____________
Lennar Partners, – dated December 23, 2003, by and among Greenwich
Capital Commercial Funding Corp., as depositor (the "GCCFC C2 Depositor"),
Wachovia Bank, National Association, as master servicer (the "GCCFC C2 Master
Servicer"), Lennar Partners, Inc., as special servicer (the "GCCFC C2 Special
Servicer"), LaSalle Bank National Association, as trustee (the "GCCFC C2
Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "
_____________
Lennar Partners, – dated December 1, 2003, by and among
GMAC Commercial Mortgage Securities, Inc., as depositor (the "GMACCM C3
Depositor"), GMAC Commercial Mortgage Corporation, as master servicer (the
"GMACCM C3 Master Servicer"), Lennar Partners, Inc., as special servicer (the
"GMACCM C3 Special Servicer"), LaSalle Bank National Association, as trustee
(the "GMACCM C3 Trustee"), Midland Loan Services, Inc. as Special Servicer of
the AFR/
_____________
dt 1339834
;
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,523K)
Doc #1341611: Click preview link for longer preview.
<TEXT>
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
GMAC Commercial Mortgage Corporation,
as Special Servicer
and
. . .
1341611
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, Inc – the information required by clauses (iii), (iv), (v),
(vi), (vii), (viii) and (ix)(B) shall also be set forth for the
Companion Loan in such Loan Pair.
"Mortgage Loan Seller" Greenwich Capital Financial Products, Inc .
"Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider, addendum or
amendment thereto, or any renewal, substitution
_____________
Greenwich Capital Financial Products, Inc – have
the respective meanings assigned to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------------
Name:
Title:
<PAGE>
Schedule A
Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc .
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010
Morgan Stanley & Co. Incorporated
1585 Broadway,
_____________
dt 1318026
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO Bank N.V., – 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
_____________
ABN AMRO BANK N.V., – 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
_____________
ABN AMRO Bank N.V., – 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
_____________
ABN AMRO Bank N.V. – 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
_____________
ABN AMRO Bank N.V., – Asset-Backed
Securities Trust Services Group--Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2003-C1, facsimile number: (312) 904-2084;
(v) in the case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed
Securities Trust Services Group--Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2003-C1, facsimile number: (
_____________
dt 1471211
;
|
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
Lennar Partners, – 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 "
_____________
dt 1339835
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – Oxley Certification" shall have the meaning assigned to
such term in Section 8.15(d).
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized
_____________
McGraw-Hill Companies, Inc – shall
be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, and specific ratings of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Scheduled Payment" shall mean, with respect to any Loan, for any
Due Date
_____________
McGraw-Hill Companies, Inc – York 10036, Attention: Anthony J. Sfarra, Telecopy No.: (212)
761-0747; (vii) in the case of the Rating Agencies, (A) Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc ., 55 Water
Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance
Department, facsimile number: (212) 438-2662; and (B) Moody's Investors
Service, Inc., 99 Church Street,
_____________
McGraw-Hill Companies, Inc – 3rd Floor
New York, NY 10036
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, NY 10041-0003
Wachovia Bank, National Association
Structured Products Servicing
8739 Research Drive - URP4
Charlotte, NC 28288-1075
GMAC Commercial Mortgage Corporation
_____________
McGraw-Hill Companies, Inc – investigation.
Very truly yours,
------------------------------------
(Transferee)
By:
------------------------------
Name:
Title:
<PAGE>
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGEMENT
[Date]
Standard & Poor's Ratings Services
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, New York 10041
Attention: Commercial Surveillance Department
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Ladies
_____________
dt 1517477
;
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,540K)
Doc #1341639: Click preview link for longer preview.
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
. . .
1341639
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, Inc – the information required by clauses (iii), (iv), (v),
(vi), (vii), (viii) and (ix)(B) shall also be set forth for the
Companion Loan in such Loan Pair.
"Mortgage Loan Seller" Greenwich Capital Financial Products, Inc .
"Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider, addendum or
amendment thereto, or any renewal, substitution
_____________
Greenwich Capital Financial
Products, Inc – Inc. (as holder of
Note A-1B)
--------------------------------------------------------------------------
237 Park Avenue Each of Greenwich Capital
Funding Corp., as depositor,
Commercial Mortgage Trust
2003-C2 (as holder of Note A-1),
2 Greenwich Capital Financial
Products, Inc . (as holder of
Note A-2) and Greenwich Capital
Financial Products, Inc. (as
holder of Note A-3)
--------------------------------------------------------------------------
1801 K Street Greenwich Capital Funding Corp.,
3 as depositor, Commercial
_____________
Greenwich Capital
Financial Products, Inc – Greenwich Capital
Funding Corp., as depositor,
Commercial Mortgage Trust
2003-C2 (as holder of Note A-1),
2 Greenwich Capital Financial
Products, Inc. (as holder of
Note A-2) and Greenwich Capital
Financial Products, Inc . (as
holder of Note A-3)
--------------------------------------------------------------------------
1801 K Street Greenwich Capital Funding Corp.,
3 as depositor, Commercial
Mortgage Trust 2003-C2
--------------------------------------------------------------------------
8 Independence Square Carbon Capital, Inc.
--------------------------------------------------------------------------
Windsor Capital
_____________
Greenwich Capital Financial Products, Inc – the respective meanings assigned to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: ________________________________
Name:
Title:
<PAGE>
Schedule A
Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc .
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010
Morgan Stanley & Co. Incorporated
1585 Broadway
_____________
dt 1318027
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO Bank N.V., – Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 December 23, 2003
------------------------------------------------
$1,735,826,840
Commercial Mortgage Trust 2003-C2,
Commercial Mortgage Pass-Through Certificates,
Series 2003-
_____________
ABN AMRO BANK N.V., – 23, 2003, among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., 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
_____________
ABN AMRO Bank N.V., – master servicer
(the "2003-C1 Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "2003-C1 Special Servicer"), LaSalle Bank National
Association, as trustee (the "2003-C1 Trustee"), and ABN AMRO Bank N.V., as
fiscal agent (the "2003-C1 Fiscal Agent"), pursuant to which the Commercial
Mortgage Pass Through Certificates, Series 2003-C1 were issued.
Capitalized terms used but not otherwise defined
_____________
ABN AMRO Bank N.V. – 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.
"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 Windsor Capital Portfolio Trust Loan, which is
being serviced under
_____________
ABN AMRO Bank N.V., – Asset-Backed Securities
Trust Services Group-- Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust Series 2003-C2, facsimile number: (312) 904-2084; (v) in the case
of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services
Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
Series 2003-C2, facsimile number: (
_____________
dt 1471212
;
|
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
Lennar Partners, – lt;DESCRIPTION>AMENDMENT TO POOLING AND SERVICING AGREEMENT
<TEXT>
EXHIBIT 4
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 December 23,
_____________
LENNAR PARTNERS, – Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 23, 2003, among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., 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
_____________
"Lennar Partners, – segregated account or accounts created and maintained
by the Special Servicer pursuant to Section 3.17 on behalf of the
Certificateholders and the related Companion Noteholders, which shall be
entitled "Lennar Partners, Inc., as Special Servicer, in trust for LaSalle Bank
National Association, as Trustee, for the registered holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2, Commercial
_____________
"Lennar Partners, – segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "Lennar Partners, Inc., as Special Servicer, on behalf of LaSalle Bank
National Association, as Trustee, in trust for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-
_____________
Lennar Partners, – as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.
"Special Servicer" shall mean Lennar Partners, Inc., in its capacity
as special servicer hereunder, or any successor special servicer appointed as
herein provided.
"Special Servicing Fee" shall mean, with respect to each Specially
Serviced Loan
_____________
dt 1339836
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – Oxley Certification" shall have the meaning assigned to
such term in Section 8.15(d).
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized
_____________
McGraw-Hill Companies, Inc – shall
be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, and specific ratings of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Scheduled Payment" shall mean, with respect to any Loan, for any
Due Date
_____________
McGraw-Hill Companies, Inc – York 10017, Attention: RESF Desk, Telecopy No.: (212) 834-6598; and
(vii) in the case of the Rating Agencies, (A) Standard & Poor's Rating Services,
a division of the McGraw-Hill Companies, Inc ., 55 Water Street, 10th Floor, New
York, New York 10004, Attention: CMBS Surveillance Department, facsimile number:
(212) 438-2662; and (B) Moody's Investors Service, Inc., 99 Church Street,
_____________
McGraw-Hill Companies, Inc – Park Avenue
New York, NY 10017
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, NY 10041-0003
Wachovia Bank, National Association
Structured Products Servicing
8739 Research Drive - URP4
Charlotte, NC 28288-1075
Lennar Partners, Inc.
1601
_____________
McGraw-Hill Companies, Inc – truly yours,
______________________________________
(Transferor)
By: ________________________________
Name:
Title:
<PAGE>
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGEMENT
[Date]
Standard & Poor's Ratings Services
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, New York 10041
Attention: Commercial Surveillance Department
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Ladies
_____________
dt 1517478
;
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| 2004 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,540K)
Doc #1341659: Click preview link for longer preview.
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
. . .
1341659
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, Inc – the information required by clauses (iii), (iv), (v),
(vi), (vii), (viii) and (ix)(B) shall also be set forth for the
Companion Loan in such Loan Pair.
"Mortgage Loan Seller" Greenwich Capital Financial Products, Inc .
"Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider, addendum or
amendment thereto, or any renewal, substitution
_____________
Greenwich Capital Financial
Products, Inc – Inc. (as holder of
Note A-1B)
--------------------------------------------------------------------------
237 Park Avenue Each of Greenwich Capital
Funding Corp., as depositor,
Commercial Mortgage Trust
2003-C2 (as holder of Note A-1),
2 Greenwich Capital Financial
Products, Inc . (as holder of
Note A-2) and Greenwich Capital
Financial Products, Inc. (as
holder of Note A-3)
--------------------------------------------------------------------------
1801 K Street Greenwich Capital Funding Corp.,
3 as depositor, Commercial
_____________
Greenwich Capital
Financial Products, Inc – Greenwich Capital
Funding Corp., as depositor,
Commercial Mortgage Trust
2003-C2 (as holder of Note A-1),
2 Greenwich Capital Financial
Products, Inc. (as holder of
Note A-2) and Greenwich Capital
Financial Products, Inc . (as
holder of Note A-3)
--------------------------------------------------------------------------
1801 K Street Greenwich Capital Funding Corp.,
3 as depositor, Commercial
Mortgage Trust 2003-C2
--------------------------------------------------------------------------
8 Independence Square Carbon Capital, Inc.
--------------------------------------------------------------------------
Windsor Capital
_____________
Greenwich Capital Financial Products, Inc – the respective meanings assigned to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: ________________________________
Name:
Title:
<PAGE>
Schedule A
Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc .
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010
Morgan Stanley & Co. Incorporated
1585 Broadway
_____________
dt 1318028
;
ABN AMRO Bank
As referenced in this Pooling and Servicing Agreement:
ABN AMRO Bank N.V., – Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 December 23, 2003
------------------------------------------------
$1,735,826,840
Commercial Mortgage Trust 2003-C2,
Commercial Mortgage Pass-Through Certificates,
Series 2003-
_____________
ABN AMRO BANK N.V., – 23, 2003, among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., 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
_____________
ABN AMRO Bank N.V., – master servicer
(the "2003-C1 Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "2003-C1 Special Servicer"), LaSalle Bank National
Association, as trustee (the "2003-C1 Trustee"), and ABN AMRO Bank N.V., as
fiscal agent (the "2003-C1 Fiscal Agent"), pursuant to which the Commercial
Mortgage Pass Through Certificates, Series 2003-C1 were issued.
Capitalized terms used but not otherwise defined
_____________
ABN AMRO Bank N.V. – 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.
"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 Windsor Capital Portfolio Trust Loan, which is
being serviced under
_____________
ABN AMRO Bank N.V., – Asset-Backed Securities
Trust Services Group-- Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust Series 2003-C2, facsimile number: (312) 904-2084; (v) in the case
of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services
Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
Series 2003-C2, facsimile number: (
_____________
dt 1471213
;
|
Lennar Partners
As referenced in this Pooling and Servicing Agreement:
Lennar Partners, – ex4.txt
<DESCRIPTION>POOLING AND SERVICING AGREEMENT
<TEXT>
EXHIBIT 4
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
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 December 23,
_____________
LENNAR PARTNERS, – Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 23, 2003, among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., 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
_____________
"Lennar Partners, – segregated account or accounts created and maintained
by the Special Servicer pursuant to Section 3.17 on behalf of the
Certificateholders and the related Companion Noteholders, which shall be
entitled "Lennar Partners, Inc., as Special Servicer, in trust for LaSalle Bank
National Association, as Trustee, for the registered holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2, Commercial
_____________
"Lennar Partners, – segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "Lennar Partners, Inc., as Special Servicer, on behalf of LaSalle Bank
National Association, as Trustee, in trust for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-
_____________
Lennar Partners, – as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.
"Special Servicer" shall mean Lennar Partners, Inc., in its capacity
as special servicer hereunder, or any successor special servicer appointed as
herein provided.
"Special Servicing Fee" shall mean, with respect to each Specially
Serviced Loan
_____________
dt 1339837
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – Oxley Certification" shall have the meaning assigned to
such term in Section 8.15(d).
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized
_____________
McGraw-Hill Companies, Inc – shall
be given to the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, and specific ratings of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Scheduled Payment" shall mean, with respect to any Loan, for any
Due Date
_____________
McGraw-Hill Companies, Inc – York 10017, Attention: RESF Desk, Telecopy No.: (212) 834-6598; and
(vii) in the case of the Rating Agencies, (A) Standard & Poor's Rating Services,
a division of the McGraw-Hill Companies, Inc ., 55 Water Street, 10th Floor, New
York, New York 10004, Attention: CMBS Surveillance Department, facsimile number:
(212) 438-2662; and (B) Moody's Investors Service, Inc., 99 Church Street,
_____________
McGraw-Hill Companies, Inc – Park Avenue
New York, NY 10017
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, NY 10041-0003
Wachovia Bank, National Association
Structured Products Servicing
8739 Research Drive - URP4
Charlotte, NC 28288-1075
Lennar Partners, Inc.
1601
_____________
McGraw-Hill Companies, Inc – truly yours,
______________________________________
(Transferor)
By: ________________________________
Name:
Title:
<PAGE>
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGEMENT
[Date]
Standard & Poor's Ratings Services
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 41st Floor
New York, New York 10041
Attention: Commercial Surveillance Department
Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007
Ladies
_____________
dt 1517479
;
More... |
Preview
Full Doc
| 2003 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,556K)
Doc #1341704: Click preview link for longer preview.
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
Lennar Partners, Inc.,
as Special Servicer
and
LaSalle Bank National Association,
as Trustee
. . .
1341704
|
Greenwich
As referenced in this Pooling and Servicing Agreement:
Greenwich Capital Financial Products, Inc – the information required by clauses (iii), (iv), (v),
(vi), (vii), (viii) and (ix)(B) shall also be set forth for the
Companion Loan in such Loan Pair.
"Mortgage Loan Seller" Greenwich Capital Financial Products, Inc .
"Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Loan, together with any rider, addendum or
amendment thereto, or any renewal, substitution
_____________
Greenwich Capital Financial Products, Inc – have
the respective meanings assigned to them in the Agreement.
Respectfully,
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------
Name:
Title:
<PAGE>
SCHEDULE A
Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc .
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010
Lehman Brothers Inc.
745 Seventh Ave.
New
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC – by
and among COTTONWOOD CORNERS PARTNERS, L.P., a Delaware limited partnership
("BORROWER"), PAUL BEDRIN ("PB"), GERALD BEDRIN ("GB"; together, PB and GB are
referred to herein as "GUARANTORS") and GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC ., a Delaware corporation ("LENDER").
RECITALS
A. Lender previously made a loan (the "LOAN") to Borrower in the original
principal amount of $18,200,000.00. The Loan is evidenced
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC – COTTONWOOD CORNERS PARTNERS, L.P.,
a Delaware limited partnership
By: Cottonwood GP, Inc., a Delaware
corporation, its sole general
partner
By:
-------------------------------
Name:
Its:
PB:
--------------------------------------
PAUL BEDRIN
GB:
--------------------------------------
GERALD BEDRIN
LENDER:
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC ., a Delaware corporation
By:
----------------------------------
Name:
Its:
</TEXT>
</DOCUMENT>
|