S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013-C10Capital I Inc., Commercial Mortgage Pass- Pass-Through Certificates, Series 20132012-C10 C4 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the applicable last Business Day of the month immediately preceding the month of such distribution (the “Record Date”). The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on August 12April 11, 20132012. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Certificate Administrator with wiring instructions at least five (5) days prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)
S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”)Trust Fund, consisting primarily of a pool of commercial commercial, multifamily and multifamily manufactured housing community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and certain revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other propertycollateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Floating Rate Accounts, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10 THIS ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVI▇▇▇▇, ▇▇▇ SPECIAL SERVICER, THE CO-TRUSTEE, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this commercial mortgage passCertificate in the Class H-through certificate (this “Certificate”), which has been S Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as specified above of March 1, 2007 (the “"Pooling and Servicing Agreement”"), between Mamong J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter call▇▇ ▇▇▇ "▇▇▇▇▇ So▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Co-Trustee, the Master Servicer, Servicers and the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a . A summary of certain of the pertinent provisions of which the Pooling and Servicing Agreement is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the Mseries specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class H-S Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10, COMME▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013AGE PASS-C10THROUGH CERTIFICATES, Commercial Mortgage Pass- Through Certificates, Series 2013SERIES 2007-C10 (herein called the “Certificates”). The Certificates LDP10 and are issued in the Classes specified classes as specifically set forth in the Pooling and Servicing Agreement and Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretoTrustee and the Co-Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate Certificateholder by virtue of the acceptance hereof assents and by which such Holder the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of principal the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and interest on take no action inconsistent with the treatment of, this Certificate will be made out in accordance with the preceding sentence for purposes of the Available Distribution Amountfederal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the extent and subject to the limitations set forth in terms of the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, Trustee shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the applicable Record Date. The Determination Date is Percentage Interest represented by this Certificate) of that portion of the 11th day aggregate amount of each month, orprincipal and interest then distributable, if any, allocable to the 11th day is not a Business DayClass of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the next succeeding Business Day (a “Determination Date”), commencing on August 12, 2013Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Class H-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due equal to this Certificate’s 's pro rata share of the amount Available Distribution Amount to be distributed on the Certificates of this Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its related Certificate Account) or the Trustee (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Accounts will be paid to the applicable Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account Certificate Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the TrustTrust Fund. All distributions under the Pooling and Servicing Agreement to a nominee Class of The Depository Trust Company (“DTC”) will Certificates shall be made by or on behalf each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the Certificate Administrator related Record Date by check mailed to such Holder’s the address as it appears on set forth therefor in the Certificate Register of the Certificate Registrar or, upon written request to provided that such Certificateholder has provided the Certificate Administrator on or prior to the related Record Date (or upon standing Trustee with wire instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked in writing at any time thereafter upon written notice to the Certificate Administrator least five (5) days Business Days prior to the related Record Date) made by a Certificateholder , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency to Certificateholders of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, Any funds not distributed on the amendment thereof and the modification final Distribution Date because of the rights failure of Certificateholders to tender their Certificates shall be set aside and obligations held uninvested in trust for the benefit of the Certificateholders under non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement at any shall not have been surrendered for cancellation within six months after the time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Trustee may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the Corporate Trust Office office of the Certificate RegistrarRegistrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class H-S Certificates are issuable will be issued in fully registered book-entry form onlythrough the facilities of DTC in Denominations of $250,000 initial Certificate Balance, without couponsand in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in minimum denominations specified respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the Holder surrendering the sameCertificate Registrar in connection with such transfer. No service charge will be made for any such registration of transfer or exchange but the The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax tax, expense or other governmental charge that may be imposed payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, Servicer and the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of neither the Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or Registrar nor any such agents shall be affected by any notice to the contrary. The obligations Pooling and responsibilities of Servicing Agreement may be amended from time to time by the Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator created hereby (other than Trustee, without the obligation consent of any of the Certificate AdministratorCertificateholders or Companion Holders, to make payments cure any ambiguity to the Class R Certificateholders, as set forth in Section 11.3 extent it does not materially and adversely affect the interests of any Certificateholder or Companion Holder; to cause the provisions of the Pooling and Servicing Agreement and other than to conform or be consistent with or in furtherance of the obligations statements made in the nature of information or tax reporting) shall terminate on Prospectus with respect to the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in Certificates, the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of or the Pooling and Servicing AgreementAgreement or to correct or supplement any provisions that may be inconsistent with any other provisions in the Pooling and Servicing Agreement or to correct any error to the extent, (iii) in each case, it does not materially and adversely affect the termination interests of any Certificateholder or Companion Holder; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Trust Fund or either the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund or either the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a claim against any of the Trust Fund, the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and such action will not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder; to change the timing and/or nature of deposits into the Certificate Account or any Distribution Accounts or REO Account, provided, however, that the P&I Advance Date shall not be later than the Business Day prior to the related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder and that such action will not result in the withdrawal, downgrade or qualification of the then-current rating assigned to any Class of Certificates or Companion Loan Securities by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the provisions of Section 11.1(c5.02(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the Sole Certificateholder REMIC "residual interests," and such change shall not, as evidenced by an Opinion of all Counsel, cause the outstanding Certificates Trust Fund, the Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or any of the Certificateholders (other than the Class R CertificatesTransferor) for to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; to make any other provisions with respect to matters or questions arising under the remaining Mortgage Loans Pooling and REO Properties in Servicing Agreement which shall not be materially inconsistent with the Trust Fund pursuant to the terms of Section 11.1(d) provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that such action shall not result in no event shall the Trust continue beyond the expiration of 21 years from the death downgrade, withdrawal or qualification of the last survivor then-current rating assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency and, in the case of the descendants Serviced Securitized Companion Loans, a Rating Agency rating any class of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Companion Loan Securities, the late Ambassador to such effect; to amend or supplement any provision of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of extent necessary to maintain the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.rati
Appears in 1 contract
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”)Trust Fund, consisting primarily of a pool of commercial commercial, multifamily and multifamily manufactured housing community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and certain revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other propertycollateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Floating Rate Accounts, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10 THIS ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVI▇▇▇▇, ▇▇▇ SPECIAL SERVICER, THE CO-TRUSTEE, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this commercial mortgage passCertificate in the Class E-through certificate (this “Certificate”), which has been S Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as specified above of March 1, 2007 (the “"Pooling and Servicing Agreement”"), between Mamong J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter call▇▇ ▇▇▇ "▇▇▇▇▇ So▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Co-Trustee, the Master Servicer, Servicers and the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a . A summary of certain of the pertinent provisions of which the Pooling and Servicing Agreement is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the Mseries specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class E-S Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10, COMME▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013AGE PASS-C10THROUGH CERTIFICATES, Commercial Mortgage Pass- Through Certificates, Series 2013SERIES 2007-C10 (herein called the “Certificates”). The Certificates LDP10 and are issued in the Classes specified classes as specifically set forth in the Pooling and Servicing Agreement and Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretoTrustee and the Co-Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate Certificateholder by virtue of the acceptance hereof assents and by which such Holder the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of principal the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and interest on take no action inconsistent with the treatment of, this Certificate will be made out in accordance with the preceding sentence for purposes of the Available Distribution Amountfederal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the extent and subject to the limitations set forth in terms of the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, Trustee shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the applicable Record Date. The Determination Date is Percentage Interest represented by this Certificate) of that portion of the 11th day aggregate amount of each month, orprincipal and interest then distributable, if any, allocable to the 11th day is not a Business DayClass of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the next succeeding Business Day (a “Determination Date”), commencing on August 12, 2013Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Class E-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due equal to this Certificate’s 's pro rata share of the amount Available Distribution Amount to be distributed on the Certificates of this Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its related Certificate Account) or the Trustee (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Accounts will be paid to the applicable Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account Certificate Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the TrustTrust Fund. All distributions under the Pooling and Servicing Agreement to a nominee Class of The Depository Trust Company (“DTC”) will Certificates shall be made by or on behalf each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the Certificate Administrator related Record Date by check mailed to such Holder’s the address as it appears on set forth therefor in the Certificate Register of the Certificate Registrar or, upon written request to provided that such Certificateholder has provided the Certificate Administrator on or prior to the related Record Date (or upon standing Trustee with wire instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked in writing at any time thereafter upon written notice to the Certificate Administrator least five (5) days Business Days prior to the related Record Date) made by a Certificateholder , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency to Certificateholders of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, Any funds not distributed on the amendment thereof and the modification final Distribution Date because of the rights failure of Certificateholders to tender their Certificates shall be set aside and obligations held uninvested in trust for the benefit of the Certificateholders under non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement at any shall not have been surrendered for cancellation within six months after the time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Trustee may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the Corporate Trust Office office of the Certificate RegistrarRegistrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class E-S Certificates are issuable will be issued in fully registered book-entry form onlythrough the facilities of DTC in Denominations of $250,000 initial Certificate Balance, without couponsand in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in minimum denominations specified respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the Holder surrendering the sameCertificate Registrar in connection with such transfer. No service charge will be made for any such registration of transfer or exchange but the The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax tax, expense or other governmental charge that may be imposed payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, Servicer and the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of neither the Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or Registrar nor any such agents shall be affected by any notice to the contrary. The obligations Pooling and responsibilities of Servicing Agreement may be amended from time to time by the Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator created hereby (other than Trustee, without the obligation consent of any of the Certificate AdministratorCertificateholders or Companion Holders, to make payments cure any ambiguity to the Class R Certificateholders, as set forth in Section 11.3 extent it does not materially and adversely affect the interests of any Certificateholder or Companion Holder; to cause the provisions of the Pooling and Servicing Agreement and other than to conform or be consistent with or in furtherance of the obligations statements made in the nature of information or tax reporting) shall terminate on Prospectus with respect to the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in Certificates, the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of or the Pooling and Servicing AgreementAgreement or to correct or supplement any provisions that may be inconsistent with any other provisions in the Pooling and Servicing Agreement or to correct any error to the extent, (iii) in each case, it does not materially and adversely affect the termination interests of any Certificateholder or Companion Holder; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Trust Fund or either the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund or either the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a claim against any of the Trust Fund, the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and such action will not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder; to change the timing and/or nature of deposits into the Certificate Account or any Distribution Accounts or REO Account, provided, however, that the P&I Advance Date shall not be later than the Business Day prior to the related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder and that such action will not result in the withdrawal, downgrade or qualification of the then-current rating assigned to any Class of Certificates or Companion Loan Securities by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the provisions of Section 11.1(c5.02(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the Sole Certificateholder REMIC "residual interests," and such change shall not, as evidenced by an Opinion of all Counsel, cause the outstanding Certificates Trust Fund, the Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or any of the Certificateholders (other than the Class R CertificatesTransferor) for to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; to make any other provisions with respect to matters or questions arising under the remaining Mortgage Loans Pooling and REO Properties in Servicing Agreement which shall not be materially inconsistent with the Trust Fund pursuant to the terms of Section 11.1(d) provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that such action shall not result in no event shall the Trust continue beyond the expiration of 21 years from the death downgrade, withdrawal or qualification of the last survivor then-current rating assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency and, in the case of the descendants Serviced Securitized Companion Loans, a Rating Agency rating any class of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Companion Loan Securities, the late Ambassador to such effect; to amend or supplement any provision of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of extent necessary to maintain the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.rati
Appears in 1 contract
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”)Trust Fund, consisting primarily of a pool of commercial commercial, multifamily and multifamily manufactured housing community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and certain revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other propertycollateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Floating Rate Accounts, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10 THIS ▇▇▇▇▇▇▇▇▇▇E ▇▇▇▇ NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERV▇▇▇▇▇, ▇▇▇ SPECIAL SERVICER, THE CO-TRUSTEE, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this commercial mortgage passCertificate in the Class H-through certificate (this “Certificate”), which has been S Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as specified above of March 1, 2007 (the “"Pooling and Servicing Agreement”"), between M▇▇among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ S▇▇▇ "▇▇p▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”r", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Co-Trustee, the Master Servicer, Servicers and the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a . A summary of certain of the pertinent provisions of which the Pooling and Servicing Agreement is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the M▇▇▇▇▇ Sseries specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class H-S Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10, COMM▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013GAGE PASS-C10THROUGH CERTIFICATES, Commercial Mortgage Pass- Through Certificates, Series 2013SERIES 2007-C10 (herein called the “Certificates”). The Certificates LDP10 and are issued in the Classes specified classes as specifically set forth in the Pooling and Servicing Agreement and Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretoTrustee and the Co-Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate Certificateholder by virtue of the acceptance hereof assents and by which such Holder the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of principal the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and interest on take no action inconsistent with the treatment of, this Certificate will be made out in accordance with the preceding sentence for purposes of the Available Distribution Amountfederal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the extent and subject to the limitations set forth in terms of the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, Trustee shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the applicable Record Date. The Determination Date is Percentage Interest represented by this Certificate) of that portion of the 11th day aggregate amount of each month, orprincipal and interest then distributable, if any, allocable to the 11th day is not a Business DayClass of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the next succeeding Business Day (a “Determination Date”), commencing on August 12, 2013Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Class H-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due equal to this Certificate’s 's pro rata share of the amount Available Distribution Amount to be distributed on the Certificates of this Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its related Certificate Account) or the Trustee (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Accounts will be paid to the applicable Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account Certificate Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the TrustTrust Fund. All distributions under the Pooling and Servicing Agreement to a nominee Class of The Depository Trust Company (“DTC”) will Certificates shall be made by or on behalf each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the Certificate Administrator related Record Date by check mailed to such Holder’s the address as it appears on set forth therefor in the Certificate Register of the Certificate Registrar or, upon written request to provided that such Certificateholder has provided the Certificate Administrator on or prior to the related Record Date (or upon standing Trustee with wire instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked in writing at any time thereafter upon written notice to the Certificate Administrator least five (5) days Business Days prior to the related Record Date) made by a Certificateholder , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency to Certificateholders of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, Any funds not distributed on the amendment thereof and the modification final Distribution Date because of the rights failure of Certificateholders to tender their Certificates shall be set aside and obligations held uninvested in trust for the benefit of the Certificateholders under non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement at any shall not have been surrendered for cancellation within six months after the time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Trustee may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the Corporate Trust Office office of the Certificate RegistrarRegistrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class H-S Certificates are issuable will be issued in fully registered book-entry form onlythrough the facilities of DTC in Denominations of $250,000 initial Certificate Balance, without couponsand in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in minimum denominations specified respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the Holder surrendering the sameCertificate Registrar in connection with such transfer. No service charge will be made for any such registration of transfer or exchange but the The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax tax, expense or other governmental charge that may be imposed payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, Servicer and the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of neither the Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or Registrar nor any such agents shall be affected by any notice to the contrary. The obligations Pooling and responsibilities of Servicing Agreement may be amended from time to time by the Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator created hereby (other than Trustee, without the obligation consent of any of the Certificate AdministratorCertificateholders or Companion Holders, to make payments cure any ambiguity to the Class R Certificateholders, as set forth in Section 11.3 extent it does not materially and adversely affect the interests of any Certificateholder or Companion Holder; to cause the provisions of the Pooling and Servicing Agreement and other than to conform or be consistent with or in furtherance of the obligations statements made in the nature of information or tax reporting) shall terminate on Prospectus with respect to the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in Certificates, the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of or the Pooling and Servicing AgreementAgreement or to correct or supplement any provisions that may be inconsistent with any other provisions in the Pooling and Servicing Agreement or to correct any error to the extent, (iii) in each case, it does not materially and adversely affect the termination interests of any Certificateholder or Companion Holder; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Trust Fund or either the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund or either the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a claim against any of the Trust Fund, the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and such action will not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder; to change the timing and/or nature of deposits into the Certificate Account or any Distribution Accounts or REO Account, provided, however, that the P&I Advance Date shall not be later than the Business Day prior to the related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder and that such action will not result in the withdrawal, downgrade or qualification of the then-current rating assigned to any Class of Certificates or Companion Loan Securities by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the provisions of Section 11.1(c5.02(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the Sole Certificateholder REMIC "residual interests," and such change shall not, as evidenced by an Opinion of all Counsel, cause the outstanding Certificates Trust Fund, the Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or any of the Certificateholders (other than the Class R CertificatesTransferor) for to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; to make any other provisions with respect to matters or questions arising under the remaining Mortgage Loans Pooling and REO Properties in Servicing Agreement which shall not be materially inconsistent with the Trust Fund pursuant to the terms of Section 11.1(d) provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that such action shall not result in no event shall the Trust continue beyond the expiration of 21 years from the death downgrade, withdrawal or qualification of the last survivor then-current rating assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency and, in the case of the descendants Serviced Securitized Companion Loans, a Rating Agency rating any class of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Companion Loan Securities, the late Ambassador to such effect; to amend or supplement any provision of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of extent necessary to maintain the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.rati
Appears in 1 contract
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
S CERTIFICATE. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”)Trust Fund, consisting primarily of a pool of commercial commercial, multifamily and multifamily manufactured housing community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and certain revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other propertycollateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Floating Rate Accounts, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10 THIS ▇▇▇▇▇▇▇▇▇▇E ▇▇▇▇ NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERV▇▇▇▇▇, ▇▇▇ SPECIAL SERVICER, THE CO-TRUSTEE, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this commercial mortgage passCertificate in the Class E-through certificate (this “Certificate”), which has been S Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as specified above of March 1, 2007 (the “"Pooling and Servicing Agreement”"), between M▇▇among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ S▇▇▇ "▇▇p▇▇▇▇▇▇ Capital I Inc. (hereinafter called the “Depositor”r", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Co-Trustee, the Master Servicer, Servicers and the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a . A summary of certain of the pertinent provisions of which the Pooling and Servicing Agreement is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the M▇▇▇▇▇ Sseries specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class E-S Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-LDP10, COMM▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 2013GAGE PASS-C10THROUGH CERTIFICATES, Commercial Mortgage Pass- Through Certificates, Series 2013SERIES 2007-C10 (herein called the “Certificates”). The Certificates LDP10 and are issued in the Classes specified classes as specifically set forth in the Pooling and Servicing Agreement and Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-S CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretoTrustee and the Co-Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate Certificateholder by virtue of the acceptance hereof assents and by which such Holder the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of principal the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and interest on take no action inconsistent with the treatment of, this Certificate will be made out in accordance with the preceding sentence for purposes of the Available Distribution Amountfederal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the extent and subject to the limitations set forth in terms of the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, Trustee shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the applicable Record Date. The Determination Date is Percentage Interest represented by this Certificate) of that portion of the 11th day aggregate amount of each month, orprincipal and interest then distributable, if any, allocable to the 11th day is not a Business DayClass of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the next succeeding Business Day (a “Determination Date”), commencing on August 12, 2013Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Class E-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due equal to this Certificate’s 's pro rata share of the amount Available Distribution Amount to be distributed on the Certificates of this Class A-S Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its related Certificate Account) or the Trustee (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Accounts will be paid to the applicable Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account Certificate Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the TrustTrust Fund. All distributions under the Pooling and Servicing Agreement to a nominee Class of The Depository Trust Company (“DTC”) will Certificates shall be made by or on behalf each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the Certificate Administrator related Record Date by check mailed to such Holder’s the address as it appears on set forth therefor in the Certificate Register of the Certificate Registrar or, upon written request to provided that such Certificateholder has provided the Certificate Administrator on or prior to the related Record Date (or upon standing Trustee with wire instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked in writing at any time thereafter upon written notice to the Certificate Administrator least five (5) days Business Days prior to the related Record Date) made by a Certificateholder , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency to Certificateholders of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, Any funds not distributed on the amendment thereof and the modification final Distribution Date because of the rights failure of Certificateholders to tender their Certificates shall be set aside and obligations held uninvested in trust for the benefit of the Certificateholders under non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement at any shall not have been surrendered for cancellation within six months after the time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Trustee may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the Corporate Trust Office office of the Certificate RegistrarRegistrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class E-S Certificates are issuable will be issued in fully registered book-entry form onlythrough the facilities of DTC in Denominations of $250,000 initial Certificate Balance, without couponsand in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in minimum denominations specified respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the Holder surrendering the sameCertificate Registrar in connection with such transfer. No service charge will be made for any such registration of transfer or exchange but the The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax tax, expense or other governmental charge that may be imposed payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, Servicer and the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of neither the Depositor, the Trustee, the Co-Trustee, the Master ServicerServicers, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or Registrar nor any such agents shall be affected by any notice to the contrary. The obligations Pooling and responsibilities of Servicing Agreement may be amended from time to time by the Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator created hereby (other than Trustee, without the obligation consent of any of the Certificate AdministratorCertificateholders or Companion Holders, to make payments cure any ambiguity to the Class R Certificateholders, as set forth in Section 11.3 extent it does not materially and adversely affect the interests of any Certificateholder or Companion Holder; to cause the provisions of the Pooling and Servicing Agreement and other than to conform or be consistent with or in furtherance of the obligations statements made in the nature of information or tax reporting) shall terminate on Prospectus with respect to the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in Certificates, the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of or the Pooling and Servicing AgreementAgreement or to correct or supplement any provisions that may be inconsistent with any other provisions in the Pooling and Servicing Agreement or to correct any error to the extent, (iii) in each case, it does not materially and adversely affect the termination interests of any Certificateholder or Companion Holder; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Trust Fund or either the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund or either the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a claim against any of the Trust Fund, the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and such action will not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder; to change the timing and/or nature of deposits into the Certificate Account or any Distribution Accounts or REO Account, provided, however, that the P&I Advance Date shall not be later than the Business Day prior to the related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interests of any Certificateholder or any Companion Holder and that such action will not result in the withdrawal, downgrade or qualification of the then-current rating assigned to any Class of Certificates or Companion Loan Securities by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the provisions of Section 11.1(c5.02(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the Sole Certificateholder REMIC "residual interests," and such change shall not, as evidenced by an Opinion of all Counsel, cause the outstanding Certificates Trust Fund, the Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or any of the Certificateholders (other than the Class R CertificatesTransferor) for to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; to make any other provisions with respect to matters or questions arising under the remaining Mortgage Loans Pooling and REO Properties in Servicing Agreement which shall not be materially inconsistent with the Trust Fund pursuant to the terms of Section 11.1(d) provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that such action shall not result in no event shall the Trust continue beyond the expiration of 21 years from the death downgrade, withdrawal or qualification of the last survivor then-current rating assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency and, in the case of the descendants Serviced Securitized Companion Loans, a Rating Agency rating any class of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Companion Loan Securities, the late Ambassador to such effect; to amend or supplement any provision of the United States to the Court of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of extent necessary to maintain the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.rati
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Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)