EXHIBIT 4
================================================================================
GE COMMERCIAL MORTGAGE CORPORATION,
Depositor
GEMSA LOAN SERVICES, L.P.,
Servicer
LNR PARTNERS, INC.,
Special Servicer
and
WELLS FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2005
$1,864,137,976
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2005-C2
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02 Certain
Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by
Trustee........................................
Section 2.03 Representations, Warranties and
Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties........
Section 2.04 Execution of Certificates;
Issuance of Uncertificated
Lower-Tier Interests........................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer;
Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans......
Section 3.02 Collection of Mortgage Loan
Payments.........................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts..........................................
Section 3.04 The Certificate Account; the
Lower-Tier Distribution
Account; the Upper-Tier Distribution Account; the Excess
Liquidation Proceeds Reserve Account; the Interest
Reserve Account; and the Serviced Whole Loan Custodial
Accounts....................................................
Section 3.05 Permitted Withdrawals from the
Certificate Account; the
Distribution Account; and the Serviced Whole Loan
Custodial Accounts..........................................
Section 3.06 Investment of Funds in the
Certificate Account, the
Serviced Whole Loan Custodial Account, the REO Accounts,
the Distribution Account and the Excess Liquidation
Proceeds Reserve Account....................................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Due-On-Sale and
Due-On-Encumbrance
Clauses; Assumption Agreements..............................
Section 3.09 Realization Upon Defaulted
Mortgage Loans....................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Inspections; Collection of
Financial Statements..............
Section 3.13 Annual Statement as to
Compliance............................
Section 3.14 Reports by Independent Public
Accountants....................
Section 3.15 Access to Certain
Information................................
Section 3.16 Title to REO Property; REO
Accounts..........................
Section 3.17 Management of REO
Property...................................
Section 3.18 Sale of Defaulted Mortgage Loans
and REO Properties..........
Section 3.19 Additional Obligations of the
Servicer.......................
Section 3.20 Modifications, Waivers, Amendments
and Consents..............
Section 3.21 Transfer of Servicing Between
Servicer and Special
Servicer; Record Keeping; Asset Status Report...............
Section 3.22 Sub-Servicing
Agreements.....................................
Section 3.23 Representations, Warranties and
Covenants of the Servicer....
Section 3.24 Representations, Warranties and
Covenants of the Special
Servicer....................................................
Section 3.25 Interest Reserve
Account.....................................
Section 3.26
Reserved.....................................................
Section 3.27 Co-Lender
Agreements.........................................
Section 3.28 Certain Matters Relating to the
Non-Serviced Mortgage
Loans.......................................................
Section 3.29 Certain Matters Regarding the
Purchase of the Mortgage
Loans Included in the Serviced Whole Loans..................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s..............................................
Section 4.03 P&I
Advances.................................................
Section 4.04 Allocation of Collateral Support
Deficit.....................
Section 4.05 Appraisal
Reductions.........................................
Section 4.06 Certificate Deferred
Interest................................
Section 4.07
Reserved.....................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
ARTICLE VI
THE
DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the
Servicer and the Special
Servicer....................................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the
Servicer or the Special Servicer............................
Section 6.03 Limitation on Liability of the
Depositor, the Servicer,
the
Special Servicer and Others.............................
Section 6.04 Depositor, Servicer and Special
Servicer Not to Resign.......
Section 6.05 Rights of the Depositor in Respect
of the Servicer and
the Special Servicer........................................
Section 6.06
Reserved.....................................................
Section 6.07 The Directing
Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and
Special Servicer
Termination.................................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Trustee as Maker of
Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain Matters Affecting the
Trustee........................
Section 8.03 Trustee Not Liable for Validity or
Sufficiency of
Certificates or Mortgage Loans..............................
Section 8.04 Trustee May Own
Certificates.................................
Section 8.05 Fees and Expenses of Trustee;
Indemnification of Trustee.....
Section 8.06 Eligibility Requirements for
Trustee.........................
Section 8.07 Resignation and Removal of the
Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or Consolidation of
Trustee...........................
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Appointment of
Custodians....................................
Section 8.12 Access to Certain
Information................................
Section 8.13
Reserved.....................................................
Section 8.14 Representations and Warranties of
the Trustee................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or
Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration........................................
Section 10.02 Depositor, Servicer and
Special Servicer to Cooperate
with Trustee................................................
Section 10.03 Use of
Agents................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders and the Holder
of any Serviced Pari Passu Loan or Serviced B Note..........
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Grant of a Security
Interest.................................
Section 11.08 Successors and Assigns;
Beneficiaries........................
Section 11.09 Article and Section
Headings.................................
Section 11.10 Notices to the Rating
Agencies...............................
<PAGE>
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2 Certificate
Exhibit A-3 Form
of Class A-3 Certificate
Exhibit A-4 Form
of Class A-AB Certificate
Exhibit A-5 Form
of Class A-4 Certificate
Exhibit A-6 Form
of Class A-1A Certificate
Exhibit A-7 Form
of Class A-J Certificate
Exhibit A-8 Form
of Class B Certificate
Exhibit A-9 Form
of Class C Certificate
Exhibit A-10 Form of
Class D Certificate
Exhibit A-11 Form of
Class E Certificate
Exhibit A-12 Form of
Class F Certificate
Exhibit A-13 Form of
Class G Certificate
Exhibit A-14 Form of
Class H Certificate
Exhibit A-15 Form of
Class J Certificate
Exhibit A-16 Form of
Class K Certificate
Exhibit A-17 Form of
Class L Certificate
Exhibit A-18 Form of
Class M Certificate
Exhibit A-19 Form of
Class N Certificate
Exhibit A-20 Form of
Class O Certificate
Exhibit A-21 Form of Class P
Certificate
Exhibit A-22 Form of
Class Q Certificate
Exhibit A-23 Form of
Class X-C Certificate
Exhibit A-24 Form of
Class X-P Certificate
Exhibit A-25 Form of
Class R Certificate
Exhibit A-26 Form of
Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F Form
of ERISA Representation Letter
Exhibit G-1 Form
of Statement to Certificateholders
Exhibit G-2 Form
of Statement to Certificateholders Filed with the SEC
Exhibit H
Form of Omnibus Assignment
Exhibit I
Reserved
Exhibit J
Form of Confidentiality Agreement
Exhibit K
Form of Investor Certification
Exhibit L
Reserved
Exhibit M
Form of Purchase Option Notice
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate on or
Prior to the Release Date
Exhibit O
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate After
the Release Date
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate to Rule 144A Book-Entry Certificate on or Prior
to the Release Date
Exhibit Q
Form of Transfer Certificate for Transfers of Regulation S
Book-Entry Certificate on or Prior to the Release Date
Exhibit R-1 Form
of Transfer Certificate for Definitive Certificate to
Regulation S Book-Entry Certificate on or Prior to the
Release Date
Exhibit R-2 Form
of Transfer Certificate for Definitive Certificate to
Regulation S Book-Entry Certificate After the Release Date
Exhibit S
Form of Transfer Certificate for Book-Entry Certificate to
Regulation S Definitive Certificate
Exhibit T
Whole Loan Report
Exhibit U
Form of Certification to be Provided with Form 10-K
Exhibit V-1 Form
of Certifications to be Provided to Depositor by the
Servicer
Exhibit V-2 Form
of Certifications to be Provided to Depositor by the
Special Servicer
Exhibit V-3 Form
of Certifications to be Provided to Depositor by the
Trustee
Exhibit W-1 Form
of Closing Date Certification
Exhibit W-2 Form
of Initial Certification
Exhibit X
Form of Notice Relating to the Non-Serviced Whole Loan
Exhibit Y
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
SCHEDULES
Schedule 1
Computerized Database Information
Schedule 2
Mortgage Loans Containing Additional Debt
Schedule 3
Mortgage Loans which Initially Pay Interest Only
Schedule 4
Mortgage Loans with Environmental Insurance Policies
Schedule 5
Rates to be Used in Determining Class X Pass-Through Rate
Schedule 6
Class A-AB Planned Principal Balance Table
<PAGE>
This Pooling and Servicing Agreement (the "Agreement"), is dated
and
effective as of May 1, 2005, among GE
COMMERCIAL MORTGAGE CORPORATION, as
Depositor, GEMSA LOAN SERVICES, L.P., as
Servicer, LNR PARTNERS, INC., as
Special Servicer and WELLS FARGO BANK,
N.A., as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the
"Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which
in the aggregate will evidence the
entire beneficial ownership interest in the
trust fund (the "Trust Fund") to be
created hereunder, the primary assets of
which will be a pool of commercial,
multifamily and manufactured housing
community mortgage loans. As provided
herein, the Trustee shall elect or shall
cause an election to be made to treat
the Trust Fund for federal income tax
purposes as two separate real estate
mortgage investment conduits (the
"Lower-Tier REMIC" and the "Upper-Tier REMIC,"
as defined below, each, a "REMIC").
As provided herein, the Trustee shall elect or shall cause an
election to be made to treat the Mortgage
Loans and certain other related assets
subject to this Agreement as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as the "Lower-Tier REMIC." The
Class LR Certificates will represent the
sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the
REMIC Provisions under federal income
tax law.
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the
Uncertificated Lower-Tier Interests as a
REMIC for federal income tax purposes, and
such segregated pool of assets will
be designated as the "Upper-Tier REMIC."
The Class R Certificates will evidence
the sole class of "residual interests" in
the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income
tax law. For federal income tax
purposes, each Class of the Regular
Certificates will be designated as a
separate "regular interest" in the
Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax
law.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the
aggregate initial principal amount (the
"Original Certificate Balance") or Notional
Amount ("Original Notional Amount"),
as applicable, and the initial ratings
given each Class by the Rating Agencies
(the "Original Ratings") for each Class of
Certificates comprising interests in
the Upper-Tier REMIC created hereunder:
UPPER-TIER REMIC
Original Certificate
Class
Pass-Through Rate
Balance or Notional Original Rating
Designation (per
annum)
Amount
(S&P/Fitch)
----------- -----------------
-------------------- ---------------
A-1 .......
4.2890%
$55,000,000.00
AAA/AAA
A-2 .......
4.7060%
$334,900,000.00
AAA/AAA
A-3 .......
4.8390%
$132,400,000.00
AAA/AAA
A-AB ......
4.8660%
$72,362,000.00
AAA/AAA
A-4 .......
4.9780%(1)
$445,399,000.00
AAA/AAA
A-1A ......
4.8810%(1)
$451,249,000.00
AAA/AAA
A-J .......
5.0610%(1)
$149,131,000.00
AAA/AAA
B .........
5.1130%(1)
$13,981,000.00
AA+/AA+
C .........
5.1330%(1)
$30,292,000.00
AA/AA
D .........
5.1720%(1)
$16,311,000.00
AA-/AA-
E .........
5.3130%(2)
$25,632,000.00
A/A
F .........
5.4010%(3)
$16,312,000.00
A-/A-
G .........
5.4010%(3)
$20,971,000.00
BBB+/BBB+
H .........
5.4010%(3)
$16,311,000.00
BBB/BBB
J .........
5.4010%(3)
$20,972,000.00
BBB-/BBB-
K .........
4.7610%(1)
$9,321,000.00
BB+/BB+
L .........
4.7610%(1)
$6,990,000.00
BB/BB
M .........
4.7610%(1)
$9,321,000.00
BB-/BB-
N .........
4.7610%(1)
$2,330,000.00
B+/NR
O .........
4.7610%(1)
$6,990,000.00
B/NR
P .........
4.7610%(1)
$4,661,000.00
B-/NR
Q .........
4.7610%(1)
$23,301,976.00
NR/NR
X-C .......
0.0439%(4)
$1,864,137,976.00
AAA/AAA
X-P .......
0.4719%(4)
$1,822,837,000.00
AAA/AAA
------------------
(1) The Pass-Through Rate for
any Distribution Date for each of the Class A-4,
Class
A-1A, Class A-J, Class B, Class C, Class D, Class K, Class L,
Class
M, Class
N, Class O, Class P and Class Q Certificates will be the lesser
of (i)
4.9780%, 4.8810%, 5.0610%, 5.1130%, 5.1330%, 5.1720%, 4.7610%,
4.7610%,
4.7610%, 4.7610%, 4.7610%, 4.7610% and 4.7610% per annum,
respectively, with respect to each of the Class A-4, Class A-1A,
Class
A-J, Class
B, Class C, Class D, Class E, Class J, Class K, Class L, Class
M, Class
N, Class O, Class P and Class Q Certificates and (ii) the
Weighted
Average Net Mortgage Rate for such Distribution Date. The
Pass-Through Rates for the Class A-4, Class A-1A, Class A-J, Class
B,
Class C,
Class D, Class K, Class L, Class M, Class N, Class O, Class P
and
Class Q
Certificates for the first Distribution Date are 4.9780%,
4.8810%,
5.0610%,
5.1130%, 5.1330%, 5.1720%, 4.7610%, 4.7610%, 4.7610%, 4.7610%,
4.7610%,
4.7610% and 4.7610% per annum, respectively.
(2) The Pass-Through Rate for
any Distribution Date for Class E Certificates
will be
the Weighted Average Net Mortgage Rate minus 0.088%.
(3) The Pass-Through Rate for
any Distribution Date for each of the Class F,
Class G,
Class H and Class J Certificates shall be 5.4010% per annum for
the
initial Distribution Date, and thereafter shall be the Weighted
Average
Net Mortgage Rate for such Distribution Date.
(4) The Pass-Through Rate for
any Distribution Date for the Class X-C and
Class X-P
Certificates will be one-twelfth of the weighted average of the
Class X-C
Strip Rates and the Class X-P Strip Rates, respectively. The
Pass-Through Rate of the Class X-C and Class X-P Certificates for
the
first
Distribution Date is approximately 0.0439% and 0.4719% per
annum,
respectively. The Class X-C and Class X-P Certificates will not
have
Certificate Balances and will not be entitled to receive
distributions of
principal.
Interest will accrue on the Components of such Classes at the
Class X-C
Pass-Through Rate and Class X-P Pass-Through Rate,
respectively,
on the
Notional Amounts thereof. The Notional Amount of each Component
for
any
Distribution Date will be equal to the Lower-Tier Principal Amount
of
the
respective Uncertificated Lower-Tier Interest for such
Distribution
Date,
which will be equal to (i) in the case of the Class A-J, Class
B,
Class C,
Class K, Class M, Class N, Class O, Class P and Class Q
Components, the Certificate Balance of the Related Certificates as
of the
preceding
Distribution Date (after giving effect to the distribution of
principal
and allocation of Collateral Support Deficit on such
Distribution Date) or, in the case of the first Distribution Date,
the
Cut-off
Date, and (ii) in the case of the Class A-1-1, Class A-1-2,
Class
A-1-3,
Class A-1-4, Class A-2-1, Class A-2-2, Class A-2-3, Class
A-2-4,
Class
A-2-5, Class A-2-6, Class A-2-7, Class A-3-1, Class A-3-2,
Class
A-AB-1,
Class A-AB-2, Class A-AB-3, Class A-4-1, Class A-4-2, Class
A-4-3,
Class
A-1A-1, Class A-1A-2, Class A-1A-3, Class A-1A-4, Class A-1A-5,
Class
A-1A-6, Class A-1A-7, Class A-1A-8, Class A-1A-9, Class
A-1A-10,
Class
A-1A-11, Class A-1A-12, Class A-1A-13, Class A-1A-14, Class
A-1A-15,
Class D-1,
Class D-2, Class E-1, Class E-2, Class E-3, Class F-1, Class
F-2, Class
F-3, Class G-1, Class G-2, Class H-1, Class H-2, Class J-1,
Class J-2,
Class J-3, Class L-1 and Class L-2 Components, the respective
amounts
specified in the definitions thereof.
(5) The Class R Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class
A-1A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class
X-C and Class X-P Certificates will
evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The
sole Class of "residual interest" in the
Upper-Tier REMIC created hereunder will be
evidenced by the Class R
Certificates.
The following table sets forth the initial principal amount
(the
"Original Lower-Tier Principal Amounts")
and per annum rates of interest for the
Uncertificated Lower-Tier Interests and the
Class LR Certificates:
LOWER-TIER REMIC
Class
Original Lower-Tier
Designation Interest
Rate
Principal Amount
--------------
-------------
-------------------
Class LA-1-1
(1)
$3,039,000.00
Class LA-1-2
(1)
$3,928,000.00
Class LA-1-3
(1)
$27,711,000.00
Class LA-1-4
(1)
$20,322,000.00
Class LA-2-1
(1)
$11,455,000.00
Class LA-2-2
(1)
$31,597,000.00
Class LA-2-3
(1)
$31,138,000.00
Class LA-2-4
(1)
$31,107,000.00
Class LA-2-5
(1)
$30,433,000.00
Class LA-2-6
(1)
$172,339,000.00
Class LA-2-7
(1)
$26,831,000.00
Class LA-3-1
(1)
$102,823,000.00
Class LA-3-2
(1)
$29,577,000.00
Class LA-AB-1
(1)
$15,903,000.00
Class LA-AB-2
(1)
$21,127,000.00
Class LA-AB-3
(1)
$35,332,000.00
Class LA-4-1
(1)
$60,102,000.00
Class LA-4-2
(1)
$36,632,000.00
Class LA-4-3
(1)
$348,665,000.00
Class LA-1A-1
(1)
$979,000.00
Class LA-1A-2
(1)
$1,279,000.00
Class LA-1A-3
(1)
$8,930,000.00
Class LA-1A-4
(1)
$10,158,000.00
Class LA-1A-5
(1)
$10,031,000.00
Class LA-1A-6
(1)
$9,756,000.00
Class
LA-1A-7
(1)
$9,541,000.00
Class LA-1A-8
(1)
$9,284,000.00
Class LA-1A-9
(1)
$8,984,000.00
Class LA-1A-10 (1)
$126,816,000.00
Class LA-1A-11 (1)
$7,600,000.00
Class LA-1A-12 (1)
$5,767,000.00
Class LA-1A-13 (1)
$5,556,000.00
Class LA-1A-14 (1)
$57,428,000.00
Class LA-1A-15 (1)
$179,140,000.00
Class LA-J
(1)
$149,131,000.00
Class LB
(1)
$13,981,000.00
Class LC
(1)
$30,292,000.00
Class LD-1
(1)
$4,131,000.00
Class LD-2
(1)
$12,180,000.00
Class LE-1
(1)
$10,272,000.00
Class LE-2
(1)
$10,232,000.00
Class LE-3
(1)
$5,128,000.00
Class LF-1
(1)
$4,808,000.00
Class LF-2
(1)
$11,139,000.00
Class LF-3
(1)
$365,000.00
Class LG-1
(1)
$11,867,000.00
Class LG-2
(1)
$9,104,000.00
Class LH-1
(1)
$13,419,000.00
Class LH-2
(1)
$2,892,000.00
Class LJ-1
(1)
$3,226,000.00
Class LJ-2
(1)
$15,860,000.00
Class LJ-3
(1)
$1,886,000.00
Class LK
(1)
$9,321,000.00
Class LL-1
(1)
$3,112,000.00
Class LL-2
(1)
$3,878,000.00
Class LM
(1)
$9,321,000.00
Class LN
(1)
$2,330,000.00
Class LO
(1)
$6,990,000.00
Class LP
(1)
$4,661,000.00
Class LQ
(1)
$23,301,976.00
Class LR
(2)
N/A
------------------
(1) The interest rate for each
Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available Distribution
Amount
for such
Distribution Date, if any, remaining in the Lower-Tier
Distribution Account).
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-2-5, Class LA-2-6,
Class LA-2-7, Class LA-3-1, Class LA-3-2,
Class LA-AB-1, Class LA-AB-2, Class
LA-AB-3, Class LA-4-1, Class LA-4-2, Class
LA-4-3, Class LA-1A-1, Class LA-1A-2,
Class LA-1A-3, Class LA-1A-4, Class
LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class LA-1A-9, Class LA-1A-10,
Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class LA-1A-14, Class LA-1A-15,
Class LA-J, Class LB, Class LC, Class
LD-1, Class LD-2, Class LE-1, Class LE-2,
Class LE-3, Class LF-1, Class LF-2,
Class LF-3, Class LG-1, Class LG-2, Class
LH-1, Class LH-2, Class LJ-1, Class
LJ-2, Class LJ-3, Class LK, Class LL-1,
Class LL-2, Class LM, Class LN, Class
LO, Class LP and Class LQ Uncertificated
Lower-Tier Interests will evidence
"regular interests" in the Lower-Tier REMIC
created hereunder. The sole Class of
"residual interest" in the Lower-Tier REMIC
created hereunder will be evidenced
by the Class LR Certificates.
As of close of business on the Cut-off Date, the Mortgage Loans
had
an aggregate principal balance, after
application of all payments of principal
due on or before such date, whether or not
received, equal to $1,864,137,976.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following capitalized terms,
unless the context otherwise
requires, shall have the meanings specified
in this Article.
"125 West 55th Street A-2 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-3 Note and the 125
West 55th Street A-4 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street A-3 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-2 Note and the 125
West 55th Street A-4 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street A-4 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-2 Note and the 125
West 55th Street A-3 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street Co-Lender Agreement": That certain
intercreditor agreement, dated as of May
24, 2005, by and among the holders of
the 125 West 55th Street Mortgage Loan and
the 125 West 55th Street Pari Passu
Loans, relating to the relative rights of
such holders, as the same may be
further amended, modified or supplemented
from time to time.
"125 West 55th Street Mortgage Loan": With respect to the 125
West
55th Street Whole Loan, the promissory note
made by the related Mortgagor and
secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is
included in the Trust and which is
pari passu in right of payment to the 125
West 55th Street A-2 Note, the 125
West 55th Street A-3 Note and the 125 West
55th Street A-4 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street Pari Passu Loans": The 125 West 55th
Street
A-2 Note, the 125 West 55th Street A-3 Note
and the 125 West 55th Street A-4
Note.
"125 West 55th Street Whole Loan": 125 West 55th Street
Mortgage
Loan, together with the 125 West 55th
Street Pari Passu Loans.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Certificates (other
than the Class X Certificates and the
Residual Certificates), an amount equal to
interest for the related Interest
Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates
for such Distribution Date, accrued on the
related Certificate Balance of such
Class (or with respect to each Class of the
Class X Certificates, the related
Notional Amount of such Class of Class X
Certificates) outstanding immediately
prior to such Distribution Date (provided,
that for interest accrual purposes
any distributions in reduction of
Certificate Balance or Notional Amount or
reductions in Certificate Balance or
Notional Amount as a result of allocations
of Collateral Support Deficit on the
Distribution Date occurring in an Interest
Accrual Period shall be deemed to have been
made on the first day of such
Interest Accrual Period). With respect to
any Distribution Date and the Class
X-C or Class X-P Certificates, as
applicable, the amount equal to the sum of the
Accrued Component Interest for the related
Interest Accrual Period for all of
their respective Components for such
Distribution Date. Accrued Certificate
Interest shall be calculated on the basis
of a 360-day year consisting of twelve
30-day months.
"Accrued Component Interest": With respect to each Component of
the
Class X-C and Class X-P Certificates for
any Distribution Date, one month's
interest at the Class X-C Strip Rate or
Class X-P Strip Rate applicable to such
Component for such Distribution Date,
accrued on the related Notional Amount of
such Component, outstanding immediately
prior to such Distribution Date;
provided that, for interest accrual
purposes any distributions in reduction of
Notional Amount or reductions in Notional
Amount as a result of allocations of
Collateral Support Deficit on the
Distribution Date occurring in an Interest
Accrual Period shall be deemed to have been
made on the first day of such
Interest Accrual Period. Accrued Component
Interest shall be calculated on the
basis of a 360-day year consisting of
twelve 30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of
Certificates (other than the Class X and the
Residual Certificates) that had an increase
to its Certificate Balance as a
result of a recovery of Nonrecoverable
Advances, an amount equal to interest at
the Pass-Through Rate applicable to that
Class on the amount of such increase to
its Certificate Balance accrued from the
Distribution Date on which Collateral
Support Deficit was allocated to such Class
as a result of the reimbursement of
Nonrecoverable Advances from the Trust to,
but not including, the Distribution
Date on which the Certificate Balance was
so increased.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other
than the lender under such Mortgage
Loan as of the Closing Date as set forth on
Schedule 2 hereto, as increased or
decreased from time to time pursuant to the
terms of the related subordinate
Mortgage Loan documents (including any
subordination agreement).
"Administrative Cost Rate": The sum of the Servicing Fee Rate
(and,
in the case of any Non-Serviced Mortgage
Loan, the related Non-Serviced Mortgage
Loan Primary Servicing Fee Rate) and the
Trustee Fee Rate, in each case computed
on the basis of the Stated Principal
Balance of the related Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agent": As defined in Section 5.02(d)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be
(a) the tax laws of the State of New
York, (b) the tax laws of the State of
Illinois and (c) such other state or
local tax laws whose applicability shall
have been brought to the attention of
the Trustee by either (i) an Opinion of
Counsel delivered to it, or (ii) written
notice from the appropriate taxing
authority as to the applicability of such
state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in
properties of like kind and in the same
area, prepared in accordance with 12 C.F.R.
225.64.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan
as to which an Appraisal Reduction Event
has occurred, an amount calculated by
the Special Servicer prior to the first
Determination Date following the date
the Special Servicer receives or performs
the required Appraisal equal to the
excess, if any, of (a) the Stated Principal
Balance of such Mortgage Loan or
Serviced Whole Loan as of the date of such
determination over (b) the excess of
(i) the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property
as determined (1) by one or more Appraisals
(the costs of which shall be paid by
the Servicer as a Servicing Advance or, in
the event such Servicing Advance
would be a Nonrecoverable Advance, an
expense of the Trust Fund and, in the case
of a Serviced Whole Loan, an expense of the
holder of any related Serviced Pari
Passu Loan and Serviced B Note, to be
apportioned in accordance with Section
3.05 hereof) with respect to any such
Mortgage Loan or Serviced Whole Loan
(together with any other Mortgage Loan
cross-collateralized with such Mortgage
Loan or Serviced Whole Loan) as applicable,
with an outstanding principal
balance equal to or in excess of $2,000,000
or (2) by an internal valuation
performed by the Special Servicer (unless
the Special Servicer elects to obtain
an Appraisal with the consent of the
Directing Certificateholder) with respect
to any such Mortgage Loan or Serviced Whole
Loan (together with any other
Mortgage Loan cross-collateralized with
such Mortgage Loan or Serviced Whole
Loan) as applicable, with an outstanding
principal balance less than $2,000,000
and (B) all escrows, letters of credit and
reserves in respect of such Mortgage
Loan or Serviced Whole Loan over (ii) the
sum of, as of the Due Date occurring
in the month of such Distribution Date, (A)
to the extent not previously
advanced by the Servicer or the Trustee,
all unpaid interest on such Mortgage
Loan or Serviced Whole Loan (together with
any Mortgage Loan
cross-collateralized with such Mortgage
Loan or Serviced Whole Loan), as
applicable, at a per annum rate equal to
its Mortgage Rate (or in the case of
any Serviced Whole Loan, the weighted
average of its Mortgage Rates), (B) all
unreimbursed Advances and interest thereon
at the Reimbursement Rate and any
Advances that were not reimbursed out of
collections on such Mortgage Loan in
respect of such Mortgage Loan or Serviced
Whole Loan, (C) all unpaid Servicing
Fees (to the extent not duplicative of any
amounts listed above) and Special
Servicing Fees and (D) all currently due
and unpaid real estate taxes,
assessments, insurance premiums and ground
rents and all other amounts due and
unpaid with respect to such Mortgage Loan
or Serviced Whole Loan (which taxes,
premiums, ground rents and other amounts
have not been subject to an Advance by
the Servicer, the Special Servicer or the
Trustee, as applicable); provided,
however, without limiting the Special
Servicer's obligation to order and obtain
such Appraisal, if the Special Servicer has
not obtained the Appraisal or
valuation, as applicable, referred to above
within 90 days of the Appraisal
Reduction Event (or with respect to the
reduction event set forth in clause (ii)
of the definition of Appraisal Reduction
Event, within such 120 days set forth
therein), the amount of the Appraisal
Reduction shall be deemed to be an amount
equal to 25% of the current Stated
Principal Balance of the related Mortgage
Loan or Serviced Whole Loan until such time
as such Appraisal or internal
valuation referred to above is received and
the Appraisal Reduction is
calculated. Within 90 days after the
Appraisal Reduction Event, the Special
Servicer shall order and receive an
Appraisal (the cost of which shall be paid
as a Servicing Advance or, in the event
such Servicing Advance would be a
Nonrecoverable Advance, a Trust Fund
expense) or an internal valuation;
provided, however, that with respect to an
Appraisal Reduction Event as set
forth in clause (ii) of the definition of
Appraisal Reduction Event, the Special
Servicer shall order and receive such
Appraisal or internal valuation within the
120-day period set forth in such clause
(ii), which Appraisal or internal
valuation shall be delivered by the Special
Servicer to the Servicer, the
Trustee, the Directing Certificateholder
and the Trustee shall deliver such
Appraisal or internal valuation to each
other Holder of a Class J, Class K,
Class L, Class M, Class N, Class O, Class P
and Class Q Certificate at the
expense of the requesting Holder who
requests such Appraisal or internal
valuation in writing within 15 days of
receipt by the Trustee of such Appraisal
or internal valuation from the Special
Servicer. The Special Servicer shall
report the Appraisal Reduction Amount to
the Trustee and the Servicer (and, with
respect to any Serviced Whole Loan, the
holders of any Serviced Pari Passu Loan
and Serviced B Note).
With respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan as to
which an Appraisal Reduction has
occurred (unless such Mortgage Loan or
Serviced Whole Loan has become a
Corrected Mortgage Loan (for such purposes
taking into account any amendment or
modification of such Mortgage Loan or
Serviced Whole Loan), and with respect to
which no other Appraisal Reduction Event
has occurred during the preceding 12
months), the Special Servicer shall, (a)
within 30 days of each annual
anniversary of the related Appraisal
Reduction Event, (b) at such time as the
Special Servicer has notice of a material
change in the condition of the related
Mortgaged Property or (c) at such time as
the Special Servicer has notice of a
material defect in such Appraisal or
internal valuation, as applicable, order an
Appraisal or conduct an internal valuation,
as applicable, (which may be an
update of a prior Appraisal or internal
valuation), the cost of which shall be
paid by the Servicer as a Servicing Advance
or, in the event such Servicing
Advance would be a Nonrecoverable Advance,
a Trust Fund expense. Based upon such
Appraisal or internal valuation, the
Special Servicer shall redetermine and
report to the Trustee and the Servicer
(and, with respect to any Serviced Whole
Loan, the holders of any Serviced Pari
Passu Loan and Serviced B Note) the
amount of the Appraisal Reduction with
respect to such Mortgage Loan or Serviced
Whole Loan and such redetermined Appraisal
Reduction shall replace the prior
Appraisal Reduction with respect to such
Mortgage Loan or Serviced Whole Loan.
Notwithstanding the foregoing, the Special
Servicer will not be required to
obtain an Appraisal or internal valuation
with respect to a Mortgage Loan or
Serviced Whole Loan which is the subject of
an Appraisal Reduction Event to the
extent the Special Servicer has obtained an
Appraisal or internal valuation, as
applicable, with respect to the related
Mortgaged Property within the 12-month
period immediately prior to the occurrence
of such Appraisal Reduction Event.
Instead, the Special Servicer may use such
prior Appraisal or internal
valuation, as applicable, in calculating
any Appraisal Reduction with respect to
such Mortgage Loan or Serviced Whole Loan;
provided the Special Servicer is not
aware of any material change to the related
Mortgaged Property that has occurred
that would affect the validity of such
Appraisal or internal valuation, as
applicable.
Each Serviced Whole Loan shall be treated as a single mortgage
loan
with respect to an Appraisal Reduction. An
Appraisal Reduction calculated with
respect to a Serviced Whole Loan shall be
applied first, to the related Serviced
B Note (if any) and second, to the related
Mortgage Loan (or, if such Serviced
Whole Loan includes one or more Serviced
Pari Passu Loans, pro rata among the
related Mortgage Loan and such one or more
Serviced Pari Passu Loans).
Any Appraisal Reduction in respect of any Non-Serviced Mortgage
Loan
shall be calculated by the related
Non-Serviced Mortgage Loan Servicer in
accordance with and pursuant to the terms
of the applicable Non-Serviced
Mortgage Loan Pooling Agreement.
Any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or
Serviced Whole Loan previously subject to
an Appraisal Reduction which becomes a
Corrected Mortgage Loan (for such purposes
taking into account any amendment or
modification of such Mortgage Loan or
Serviced Whole Loan), and with respect to
which no other Appraisal Reduction Event
has occurred and is continuing, will no
longer be subject to an Appraisal
Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage
Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or
the related REO Property will be
reduced to zero as of the date the related
Mortgage Loan is paid in full,
liquidated, repurchased or otherwise
removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution
Date,
(i) with respect to the Certificates, an
amount equal to the product of (a) the
applicable per annum Pass-Through Rate
(i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Class of
Certificates to which the Appraisal Reduction
is allocated (or each such Pass-Through
Rate if such Appraisal Reduction is
allocated to more than one such Class), and
(b) the sum of all Appraisal
Reductions with respect to such
Distribution Date (or, if such Appraisal
Reduction is allocated to more than one
Class of Certificates, the portion
thereof allocated to each such Class) or
(ii) with respect to each Mortgage Loan
for such Distribution Date, an amount
calculated by the Special Servicer (who
shall inform the Servicer of the amount so
calculated on the related
Determination Date) equal to the product of
(a) the weighted average of the
applicable per annum Pass-Through Rates
(i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Classes of
Certificates to which the Appraisal
Reductions for all Mortgage Loans (and, in
the case of any Non-Serviced Mortgage
Loan, the appraisal reductions effected
under the related Non-Serviced Mortgage
Loan Pooling Agreement during the
applicable period) are allocated, weighted on
the basis of the amount of Appraisal
Reductions allocated to each such Class,
and (b) the Appraisal Reduction with
respect to such Mortgage Loan with respect
to such Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan)
or Serviced Whole Loan, the earliest
of (i) the third anniversary of the date on
which the first extension of the
Maturity Date of such Mortgage Loan or
Serviced Whole Loan becomes effective as
a result of a modification of such Mortgage
Loan or Serviced Whole Loan by the
Special Servicer pursuant to the terms
hereof, which extension does not decrease
the amount of Monthly Payments on such
Mortgage Loan or Serviced Whole Loan,
(ii) 120 days after an uncured delinquency
(without regard to the application of
any grace period) occurs in respect of such
Mortgage Loan or Serviced Whole
Loan, (iii) the date on which a reduction
in the amount of Monthly Payments on
such Mortgage Loan or Serviced Whole Loan,
or a change in any other material
economic term of such Mortgage Loan or
Serviced Whole Loan (other than an
extension of the Maturity Date), becomes
effective as a result of a modification
of such Mortgage Loan or Serviced Whole
Loan by the Special Servicer, (iv) 30
days after the Special Servicer receives
notice that a receiver or similar
official has been appointed with respect to
the related Mortgaged Property, (v)
immediately after the Servicer or the
Special Servicer receives notice that the
related Mortgagor has declared bankruptcy
(but no later than 30 days after such
declaration of bankruptcy), (vi) 30 days
after the date on which an involuntary
petition of bankruptcy is filed with
respect to a Mortgagor, (vii) 30 days after
an uncured delinquency occurs in respect of
a Balloon Payment with respect to
such Mortgage Loan or Serviced Whole Loan
unless the Mortgagor has delivered to
the Servicer or the Special Servicer on the
related Maturity Date a written
refinancing commitment reasonably
satisfactory in form and substance to the
Special Servicer which provides that such
refinancing will occur within 60 days
and (viii) immediately after such Mortgage
Loan or Serviced Whole Loan becomes
an REO Loan; provided, however, that an
Appraisal Reduction Event shall not
occur at any time when the aggregate
Certificate Balances of all Classes of
Certificates (other than the Class A-1,
Class A-2, Class A-3, Class A-AB, Class
A-4 and Class A-1A Certificates) has been
reduced to zero. The Special Servicer
shall notify the Servicer, the Trustee and
the Directing Certificateholder
promptly upon the occurrence of any of the
foregoing events.
"Appraised Value": With respect to any Mortgaged Property
(other
than the Mortgaged Property securing any
Non-Serviced Mortgage Loan), the
appraised value thereof as determined by an
Appraisal of the Mortgaged Property
securing the related Mortgage Loan or
Serviced Whole Loan made by an Independent
MAI appraiser selected by the Servicer or
Special Servicer, as applicable, or in
connection with an Appraisal Reduction, a
valuation meeting the requirements of
clause (b)(i)(A)(2) of the definition of
"Appraisal Reduction." With respect to
any Non-Serviced Mortgaged Property, the
portion of the appraisal value
allocable thereto, as determined pursuant
to the related Non-Serviced Mortgage
Loan Pooling Agreement.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument executed by the
Mortgagor, assigning to the mortgagee all
of the income, rents and profits
derived from the ownership, operation,
leasing or disposition of all or a
portion of such Mortgaged Property, in the
form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in
respect of its Balloon Payment
(including any REO Loan as to which the
Balloon Payment would have been past
due), an amount equal to the sum of (a) the
principal portion of the Monthly
Payment that would have been due on such
Mortgage Loan on the Due Date occurring
in the related Due Period based on the
constant payment required by the related
Mortgage Note or the original amortization
schedule thereof (as calculated with
interest at the related Mortgage Rate), if
applicable, assuming such Balloon
Payment with respect to the related
Mortgage Loan or REO Loan has not become
due, after giving effect to any
modification of such Mortgage Loan, and (b)
interest on the Stated Principal Balance of
such Mortgage Loan or REO Loan, as
applicable, at the applicable Mortgage Rate
(net of interest at the Servicing
Fee Rate and, if applicable, the related
Non-Serviced Mortgage Loan Primary
Servicing Fee Rate).
"Authenticating Agent": The Trustee or any agent of the Trustee
appointed to act as Authenticating Agent
pursuant to Section 5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of
(without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit
in
the
Certificate Account and the Lower-Tier Distribution Account
(exclusive
of any
investment income contained therein) as of either (i) with
respect
to the
determination by the Servicer pursuant to Section 3.04(b), 1:00
pm
(New York
City time) on the related P&I Advance Date (including any
amounts to
be transferred from a Serviced Whole Loan Custodial Account on
such day)
or (ii) with respect to any determination by the Trustee, the
close of
business (New York City time) on the related P&I Advance
Date,
exclusive
of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are due
on a Due Date following the end of the related Due Period;
(ii) all Principal Prepayments (together with any related
payments of interest allocable to the period following the Due
Date
for the related Mortgage Loan during the related Due Period),
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
and
other unscheduled recoveries received after the related
Determination Date;
(iii) all amounts payable or reimbursable to any Person from
the Certificate Account pursuant to clauses (ii) through (x),
(xii)
through (xvi), (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account pursuant to clauses (ii)
and
(iii) of Section 3.05(b);
(v) Reserved;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in the Certificate Account and the
Lower-Tier Distribution Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in
(1) each January or (2) any December in a year immediately
preceding
a year which is not a leap year, an amount equal to one day of
interest on the Stated Principal Balance of such Interest
Reserve
Loan as of the Due Date in the month preceding the month in
which
such Distribution Date occurs at the related Mortgage Rate
(without
giving effect to the second proviso of the definition thereof)
to
the extent such amounts are to be deposited in the Interest
Reserve
Account and held for future distribution pursuant to Section
3.25;
(b) if and to the extent not already included in clause (a)
above,
the
aggregate amount transferred from the REO Account to the
Certificate
Account
for such Distribution Date pursuant to Section 3.16(c) and the
aggregate
amount transferred from each Serviced Whole Loan Custodial
Account to
the Certificate Account pursuant to Section 3.04(b);
(c) the aggregate amount of any P&I Advances made by the
Servicer or
the
Trustee, as applicable, for such Distribution Date pursuant to
Section
4.03 or
7.05 (net of the related Trustee Fee with respect to the
Mortgage
Loans for
which such P&I Advances are made);
(d) for the Distribution Date occurring in each March, the
Withheld
Amounts
remitted to the Lower-Tier Distribution Account pursuant to
Section
3.25(b); and
(e) all funds released from the Excess Liquidation Proceeds
Reserve
Account
for distribution on such Distribution Date.
Notwithstanding the investment of funds
held in the Certificate Account pursuant
to Section 3.06, for purposes of
calculating the Available Distribution Amount,
the amounts so invested shall be deemed to
remain on deposit in such account.
"B Note": The General Motors Building B Note.
"Balloon Loan": Any Mortgage Loan that by its original terms or
by
virtue of any modification entered into as
of the Closing Date provides for an
amortization schedule extending beyond its
Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any
date
of determination, the Monthly Payment
payable on the Maturity Date of such
Mortgage Loan.
"Bank of America Sub-Servicing Agreement": The Sub-Servicing
Agreement between the Servicer and Bank of
America, N.A.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and any of the Class
A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-J, Class B,
Class C, Class D, Class E, Class F,
Class G, Class H and Class J Certificates,
a fraction (not greater than 1) (a)
whose numerator is the greater of zero and
the amount, if any, by which (i) the
Pass-Through Rate on such Class of
Certificates exceeds (ii) the yield rate (as
provided by the Servicer) used in
calculating the Yield Maintenance Charge with
respect to such Principal Prepayment and
(b) whose denominator is the amount, if
any, by which the (i) Mortgage Rate on such
Mortgage Loan exceeds (ii) the yield
rate (as provided by the Servicer) used in
calculating the Yield Maintenance
Charge with respect to such Principal
Prepayment; provided, however, that if
such yield rate is greater than or equal to
the lesser of (x) the Mortgage Rate
on such Mortgage Loan and (y) the
Pass-Through Rate described in clause (a)(i)
above, then the Base Interest Fraction
shall be zero.
"Book-Entry Certificate": Any Rule 144A Book-Entry Certificate
or
Regulation S Book-Entry Certificate.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New
York, any city in which the office
of the Certificate Registrar is located or
any city in which the Corporate Trust
Office of the Trustee or principal place of
business of the Servicer or the
Special Servicer is located, are authorized
or obligated by law or executive
order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2005-C2,
as executed and delivered by the
Certificate Registrar and authenticated and
delivered hereunder by the
Authenticating Agent.
"Certificate Account": The custodial account or accounts created
and
maintained by the Servicer pursuant to
Section 3.04(a) in the name of the
Trustee on behalf of the
Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited
directly. Any such account or accounts shall
at all times be an Eligible Account.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates and
the Class X Certificates), (i) on or
prior to the first Distribution Date, an
amount equal to the Original
Certificate Balance of such Class as
specified in the Preliminary Statement
hereto, and (ii) as of any date of
determination after the first Distribution
Date, the Certificate Balance of such Class
on the Distribution Date immediately
prior to such date of determination
(determined as adjusted pursuant to Section
1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the
amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section
4.06(a).
"Certificate Factor": With respect to any Class of Certificates,
as
of any date of determination, a fraction,
expressed as a decimal carried to at
least eight places, the numerator of which
is the then related Certificate
Balance, and the denominator of which is
the related Original Certificate
Balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant
to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided, however, that
solely for the purposes of giving any
consent, approval or waiver pursuant to
this Agreement, any Certificate registered
in the name of the Servicer, the
Special Servicer, the Depositor or any
Affiliate thereof shall be deemed not to
be outstanding, and the Voting Rights to
which it is entitled shall not be taken
into account in determining whether the
requisite percentage of Voting Rights
necessary to effect any such consent,
approval or waiver has been obtained, if
such consent, approval or waiver sought
from such party would in any way
increase its compensation or limit its
obligations as Servicer, Special Servicer
or the Depositor, as applicable, hereunder;
provided, however, so long as there
is no Event of Default with respect to the
Servicer or the Special Servicer, the
Servicer and Special Servicer shall be
entitled to exercise such Voting Rights
with respect to any issue which could
reasonably be believed to adversely affect
such party's compensation or increase its
obligations or liabilities hereunder;
and, provided, further, however, that such
restrictions shall not apply to the
exercise of the Special Servicer's rights
(or the Servicer's rights, if any) or
any of their Affiliates as a member of the
Controlling Class or as the Directing
Certificateholder. Additionally, for
purposes of determining if the requisite
consents of Certificateholders under
Section 11.01(b) have been obtained, any
Certificate beneficially owned by a
Mortgage Loan Seller or any of its
Affiliates shall be deemed not to be
outstanding (and shall not be considered
when determining the percentage of
Certificateholders consenting or when
calculating the total number of
Certificates entitled to consent), and the
consent rights to which such
Certificateholder would otherwise be entitled shall
not be taken into account in determining
whether the requisite consents
necessary to effect any amendment under
Section 11.01(b) have been obtained with
respect to amendments that are
significantly modifying the permitted activities
of the Trust. The Trustee shall be entitled
to request and rely upon a
certificate of the Servicer, the Special
Servicer or the Depositor in
determining whether a Certificate is
registered in the name of an Affiliate of
such Person. All references herein to
"Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as
they may indirectly exercise such
rights through the Depository and the
Depository Participants, except as
otherwise specified herein; provided,
however, that the parties hereto shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certification": As defined in Section 4.02(d).
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the
Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical
(and, if applicable, numerical) Class
designation.
"Class A Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-AB, Class A-4 and Class A-1A
Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-1-1 Component": One of the 60 Components of the Class
X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LA-1-1 Uncertificated
Interest.
"Class A-1-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-2
Uncertificated Interest.
"Class A-1-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-3
Uncertificated Interest.
"Class A-1-4 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-4
Uncertificated Interest.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
4.2890%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit
A-6 hereto.
"Class A-1A-1 Component": One of the 60 Components of the Class
X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LA-1A-1 Uncertificated
Interest.
"Class A-1A-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-2
Uncertificated Interest.
"Class A-1A-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-3
Uncertificated Interest.
"Class A-1A-4 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-4
Uncertificated Interest.
"Class A-1A-5 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-5
Uncertificated Interest.
"Class A-1A-6 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-6
Uncertificated Interest.
"Class A-1A-7 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-7
Uncertificated Interest.
"Class A-1A-8 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-8
Uncertificated Interest.
"Class A-1A-9 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-9
Uncertificated Interest.
"Class A-1A-10 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-10
Uncertificated Interest.
"Class A-1A-11 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-11
Uncertificated Interest.
"Class A-1A-12 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-12
Uncertificated Interest.
"Class A-1A-13 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-13
Uncertificated Interest.
"Class A-1A-14 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-14
Uncertificated Interest.
"Class A-1A-15 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-15
Uncertificated Interest.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser
of (i) the Weighted Average Net
Mortgage Rate and (ii) 4.8810%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit
A-2 hereto.
"Class A-2-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-1
Uncertificated Interest.
"Class A-2-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-2
Uncertificated Interest.
"Class A-2-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-3
Uncertificated Interest.
"Class A-2-4 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-4
Uncertificated Interest.
"Class A-2-5 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-5
Uncertificated Interest.
"Class A-2-6 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-6
Uncertificated Interest.
"Class A-2-7 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-7
Uncertificated Interest.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
4.7060%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, in the form of Exhibit
A-3 hereto.
"Class A-3-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3-1
Uncertificated Interest.
"Class A-3-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3-2
Uncertificated Interest.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
4.8390%.
"Class A-4
Certificate": A Certificate designated as "Class A-4" on
the face thereof, in the form of Exhibit
A-5 hereto.
"Class A-4-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-4-1
Uncertificated Interest.
"Class A-4-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-4-2
Uncertificated Interest.
"Class A-4-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-4-3
Uncertificated Interest.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser
of (i) the Weighted Average Net
Mortgage Rate and (ii) 4.9780%.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB"
on the face thereof, in the form of Exhibit
A-4 hereto.
"Class A-AB-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-1
Uncertificated Interest.
"Class A-AB-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-2
Uncertificated Interest.
"Class A-AB-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-3
Uncertificated Interest.
"Class A-AB Pass-Through Rate": With respect to any
Distribution
Date, a fixed rate per annum equal to
4.8660%.
"Class A-AB Planned Principal Amount": The planned principal
amount
set forth on Schedule 6 hereto relating to
principal payments for the Class A-AB
Certificates.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit
A-7 hereto.
"Class A-J Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-J
Uncertificated Interest.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser
of (i) the Weighted Average Net
Mortgage Rate and (ii) 5.0610%.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-8
hereto.
"Class B Component": One of the 60 Components of the Class X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LB
Uncertificated Interest.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 5.1130%.
"Class B through Class D Components": The Class B Component, Class
C
Component and Class D Component.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-9
hereto.
"Class C Component": One of the 60 Components of the Class X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LC
Uncertificated Interest.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 5.1330%.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-10
hereto.
"Class D-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LD-1
Uncertificated Interest.
"Class D-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LD-2
Uncertificated Interest.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 5.1720%.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-11
hereto.
"Class E-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-1
Uncertificated Interest.
"Class E-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-2
Uncertificated Interest.
"Class E-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-3
Uncertificated Interest.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.088%.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-12
hereto.
"Class F-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-1
Uncertificated Interest.
"Class F-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-2
Uncertificated Interest.
"Class F-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-3
Uncertificated Interest.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-13
hereto.
"Class G-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LG-1
Uncertificated Interest.
"Class G-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LG-2
Uncertificated Interest.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-14
hereto.
"Class H-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LH-1
Uncertificated Interest.
"Class H-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LH-2
Uncertificated Interest.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-15
hereto.
"Class J-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-1
Uncertificated Interest.
"Class J-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-2
Uncertificated Interest.
"Class J-3 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-3
Uncertificated Interest.
"Class J Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-16
hereto.
"Class K Component": One of the 60 Components of the Class X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LK
Uncertificated Interest.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-17
hereto.
"Class L-1 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LL-1
Uncertificated Interest.
"Class L-2 Component": One of the 60 Components of the Class
X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LL-2
Uncertificated Interest.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class LA-1-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-3 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-4 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-3 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-4 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-5 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-6 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-7 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-8 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-9 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-10 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-11 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-12 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-13 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-14 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-15 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-3 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-4 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-5 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-6 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-7 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-3-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-3-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-3 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-AB-1 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-AB-2 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-AB-3 Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-J Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LB Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LC Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LD-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LD-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LE-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LE-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LE-3 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LF-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LF-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LF-3 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LG-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LG-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LH-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LH-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LJ-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LJ-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LJ-3 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LK Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LL-1 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LL-2 Uncertificated Lower-Tier Interest": A regular
interest
in the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LM Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LN Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LO Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LP Uncertificated Lower-Tier Interest": A regular interest
in
the Lower-Tier REMIC which is held as an
asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal
Amount and per annum rate of interest
set forth in the Preliminary Statement
hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-26 hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-18
hereto.
"Class M Component": One of the 60 Components of the Class X-C
Certificates and one of the 54 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LM
Uncertificated Interest.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class M through Class Q Components": The Class M Component, Class
N
Component, Class O Component, Class P
Component and Class Q Component.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-19
hereto.
"Class N Component": One of the 60 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LN Uncertificated
Interest.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class O Certificate": A Certificate designated as "Class O" on
the
face thereof, in the form of Exhibit A-20
hereto.
"Class O Component": One of the 60 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LO Uncertificated
Interest.
"Class O Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-21
hereto.
"Class P Component": One of the 60 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LP Uncertificated
Interest.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class Q Certificate": A Certificate designated as "Class Q" on
the
face thereof, in the form of Exhibit A-22
hereto.
"Class Q Component": One of the 60 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LQ Uncertificated
Interest.
"Class Q Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage
Rate and (ii) 4.7610%.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, in the form of Exhibit A-25
hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Regular Certificates, the
excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in
respect of such Class for the immediately
preceding Distribution Date and (ii) any
outstanding Class Unpaid Interest
Shortfall payable to such Class on such
preceding Distribution Date over (b) the
aggregate amount in respect of interest
actually distributed to such Class on
such immediately preceding Distribution
Date. The Class Unpaid Interest
Shortfall with respect to any Class of
Certificates as of the initial
Distribution Date is zero. No interest
shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificate": Any Class X-C or Class X-P Certificate.
"Class X-C Certificate": A Certificate designated as "Class X-C"
on
the face thereof, in the form of Exhibit
A-23 hereto.
"Class X-C Notional Amount": For any date of determination, the
aggregate of the Lower-Tier Principal
Amounts of the Uncertificated Lower-Tier
Interests as of the preceding Distribution
Date (after giving effect to the
distributions of principal and allocation
of Collateral Support Deficit on such
Distribution Date), and in the case of the
first Distribution Date, as of the
Closing Date.
"Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class
X-P Components) for any Distribution
Date, the (i) the Weighted Average Net
Mortgage Rate for such Distribution Date
over (ii) the Pass-Through Rate for such
Component. With respect to each of the
Class of Components that are also Class X-P
Components (A) for any Distribution
Date occurring on or before the related
Class X-P Component Crossover Date, the
excess, if any, of (i) the Weighted Average
Net Mortgage Rate for such
Distribution Date over (ii) the sum of (x)
the Pass-Through Rate for such
Component and (y) the rate per annum
corresponding to such Distribution Date as
set forth in Schedule 5 attached hereto,
and (B) for any Distribution Date
occurring after the related Class X-P
Component Crossover Date, the excess, if
any, of (i) the Weighted Average Net
Mortgage rate for such Distribution Date
over the (ii) Pass-Through Rate for such
Component. In no event will any Class
X-C Strip Rate be less than zero.
"Class X-P Certificate": A Certificate designated as "Class X-P"
on
the face thereof, in the form of Exhibit
A-24 hereto.
"Class X-P Component": Each of the Class A-1-2 Component, the
Class
A-1-3 Component, the Class A-1-4 Component,
the Class A-2-1 Component, the Class
A-2-2 Component, the Class A-2-3 Component,
the Class A-2-4 Component, the Class
A-2-5 Component, the Class A-2-6 Component,
the Class A-2-7 Component, the Class
A-3-1 Component, the Class A-3-2 Component,
the Class A-AB-1 Component, the
Class A-AB-2 Component, the Class A-AB-3
Component, the Class A-4-1 Component,
the Class A-4-2 Component, the Class A-4-3
Component, the Class A-1A-2
Component, the Class A-1A-3 Component, the
Class A-1A-4 Component, the Class
A-1A-5 Component, the Class A-1A-6
Component, the Class A-1A-7 Component, the
Class A-1A-8 Component, the Class A-1A-9
Component, the Class A-1A-10 Component,
the Class A-1A-11 Component, the Class
A-1A-12 Component, the Class A-1A-13
Component, the Class A-1A-14 Component, the
Class A-1A-15 Component, the Class
A-J Component, the Class B Component, the
Class C Component, the Class D-1
Component, the Class D-2 Component, the
Class E-1 Component, the Class E-2
Component, the Class E-3 Component, the
Class F-1 Component, the Class F-2
Component, the Class F-3 Component, the
Class G-1 Component, the Class G-2
Component, the Class H-1 Component, the
Class H-2 Component, the Class J-1
Component, the Class J-2 Component, the
Class J-3 Component, the Class K
Component, the Class L-1 Component, the
Class L-2 Component and the Class M
Component.
"Class X-P Component Crossover Date":
(i) With respect to the Class A-1-2 and Class A-1A-2
Components, the Distribution Date occurring in May 2006;
(ii) with respect to the Class A-1-3 and Class A-1A-3
Components, the Distribution Date occurring in November 2006;
(iii) with respect to the Class A-1-4, Class A-1A-4 and Class
A-2-1 Components, the Distribution Date occurring in May 2007;
(iv) with respect to the Class A-1A-5, Class A-2-2, Class L-1
and Class M Components, the Distribution Date occurring in
November
2007;
(v) with respect to the Class A-1A-6, Class A-2-3, Class J-1,
Class K and Class L-2 Components, the Distribution Date occurring
in
May 2008;
(vi) with respect to the Class A-1A-7, Class A-2-4 and Class
J-2 Components, the Distribution Date occurring in November
2008;
(vii) with respect to the Class A-1A-8, Class A-2-5, Class H-1
and Class J-3 Components, the Distribution Date occurring in
May
2009;
(viii) with respect to the Class A-1A-9, Class A-2-6, Class
G-1 and Class H-2 Components, the Distribution Date occurring
in
November 2009;
(ix) with respect to the Class A-1A-10, Class A-2-7, Class
A-3-1, Class F-1 and Class G-2 Components, the Distribution
Date
occurring in May 2010;
(x) with respect to the Class A-1A-11, Class A-3-2, Class
A-AB-1 and Class F-2 Components, the Distribution Date occurring
in
November 2010;
(xi) with respect to the Class A-1A-12, Class A-AB-2, Class
E-1 and Class F-3 Components, the Distribution Date occurring in
May
2011;
(xii) with respect to the Class A-1A-13, Class A-AB-3, Class
A-4-1 and Class E-2 Components, the Distribution Date occurring
in
November 2011;
(xiii) with respect to the Class A-1A-14, Class A-4-2, Class
D-1 and Class E-3 Components, the Distribution Date occurring in
May
2012; and
(xiv) with respect to the Class A-1A-15, Class A-4-3, Class
A-J, Class B, Class C and Class D-2 Components, the
Distribution
Date occurring in November 2012.
"Class X-P Notional Amount": With respect to any Distribution
Date,
the aggregate of the Notional Amounts of
the Class X-P Components as of the
close of business on the preceding
Distribution Date, excluding those Class X-P
Components for which the Class X-P
Component Crossover Date has previously
passed.
"Class X-P Strip Rate": With respect to each of the Class X-P
Components (A) for any Distribution Date
occurring on or before the related
Class X-P Component Crossover Date, the
excess, if any, of (x) the lesser of (i)
the rate per annum corresponding to such
Distribution Date as set forth in
Schedule 5 attached hereto and (ii) the
Weighted Average Net Mortgage Rate for
such Distribution Date over (y) the
Pass-Through Rate for such Component, and
(B) for any Distribution Date occurring
after the related Class X-P Component
Crossover Date, 0%. In no event will any
Class X-P Strip Rate be less than zero.
"Clearstream": Clearstream Banking, societe anonyme.
"Closing Date": May 24, 2005.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a
successor thereto. If neither such
association nor any successor remains in
existence, "CMSA" shall be deemed to
refer to such other association or
organization as may exist whose principal
membership consists of servicers, trustees,
certificateholders, issuers,
placement agents and underwriters generally
involved in the commercial mortgage
loan securitization industry, which is the
principal such association or
organization in the commercial mortgage
loan securitization industry and whose
principal purpose is the establishment of
industry standards for reporting
transaction-specific information relating
to commercial mortgage pass-through
certificates and commercial mortgage-backed
bonds and the commercial mortgage
loans and foreclosed properties underlying
or backing them to investors holding
or owning such certificates or bonds, and
any successor to such other
association or organization. If an
organization or association described in one
of the preceding sentences of this
definition does not exist, "CMSA" shall be
deemed to refer to such other association
or organization as shall be selected
by the Servicer and reasonably acceptable
to the Trustee, the Special Servicer
and the Directing Certificateholder.
"CMSA Advance Recovery Report": The monthly report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Advance Recovery Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Advance Recovery Report"
available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Trustee.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Bond Level File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Bond Level File" available as
of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Trustee.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"CMSA Collateral Summary File" available as
of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "CMSA Collateral Summary
File" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Trustee.
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Comparative Financial Status
Report" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"Comparative Financial Status Report"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Servicer or the Special Servicer,
as applicable.
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Delinquent Loan Status Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Delinquent Loan Status
Report" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Servicer or the Special
Servicer, as applicable.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "CMSA
Financial File" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "CMSA Financial File" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Historical Liquidation Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Historical Liquidation Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Historical Liquidation
Report" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Servicer or the Special
Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form
of, and containing the information
called for in, the downloadable form of the
"Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Historical Loan
Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on
the CMSA Website, is reasonably
acceptable to the Servicer or the Special
Servicer, as applicable.
"CMSA Investor Reporting Package": Collectively:
(a) the
following seven electronic files: (i) CMSA Loan Setup File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File;
(b) the following eleven supplemental reports: (i) CMSA
Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage
Loan Report, (iii) CMSA Historical Liquidation Report, (iv)
CMSA
REO Status
Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii)
CMSA NOI Adjustment Worksheet, (ix) CMSA Reconciliation of
Funds
Report,
(x) the CMSA Loan Level Reserve-LOC Report, and (xi) the CMSA
Advance
Recovery Report; and
(c) such other reports as the CMSA may designate in the future,
which are
reasonably acceptable to the Servicer or Special Servicer, as
applicable.
"CMSA Loan Level Reserve-LOC Report": The monthly report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Loan Level
Reserve-LOC Report" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably acceptable to
the Servicer.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "CMSA Loan Periodic Update
File" available as of the Closing Date on
the CMSA Website, or such other form for
the presentation of such information
and containing such additional information
as may from time to time be approved
by the CMSA for commercial mortgage
securities transactions generally and,
insofar as it requires the presentation of
information in addition to that
called for by the form of the "CMSA Loan
Periodic Update File" available as of
the Closing Date on the CMSA Website, is
reasonably acceptable to the Servicer
or the Special Servicer, as applicable, and
the Trustee.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "CMSA
Loan Setup File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "CMSA Loan Setup File"
available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable, and the Trustee.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "NOI Adjustment Worksheet"
available as of the Closing Date on the
CMSA Website, is acceptable to the Servicer
or the Special Servicer, as
applicable, and in any event, shall present
the computations made in accordance
with the methodology described in such form
to "normalize" the full year net
operating income and debt service coverage
numbers used in the other reports
required by this Agreement.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and contain the information
called for in, the downloadable form
of the "Operating Statement Analysis
Report" available as of the Closing Date on
the CMSA Website or in such other form for
the presentation of such information
and containing such additional information
as may from time to time be approved
by the CMSA for commercial mortgage-backed
securities transactions generally
and, insofar as it requires the
presentation of information in addition to that
called for by the form of the "Operating
Statement Analysis Report" available as
of the Closing Date on the CMSA Website, is
reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Property File": The monthly report substantially in the
form
of, and containing the information called
for, in the downloadable form of the
"CMSA Property File" available as of the
Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "CMSA Property File" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Reconciliation of Funds Report"
available as of the Closing Date on the
CMSA Website, or such other final form for
the presentation of such information
as may from time to time be promulgated as
recommended by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Reconciliation of Funds
Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Servicer or the Special
Servicer, as applicable.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or in such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "REO Status Report" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Servicer Watch List": For any Determination Date, a
report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Servicer Watch
List" available as of the Closing Date
on the CMSA Website, or in such other final
form for the presentation of such
information and containing such additional
information as may from time to time
be approved by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Servicer Watch List" available
as of the Closing Date on the CMSA Website,
is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Special Servicer Loan File": The report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "CMSA Special Servicer Loan File"
available as of the Closing Date on the
CMSA Website, or such other final form for
the presentation of such information
and containing such additional information
as may from time to time be
promulgated as recommended by the CMSA for
commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "CMSA Special
Servicer Loan File" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Special
Servicer.
"CMSA Supplemental Servicer Reports": The CMSA Delinquent Loan
Status Report, the CMSA Historical Loan
Modification and Corrected Mortgage Loan
Report, the CMSA Historical Liquidation
Report, the CMSA REO Status Report, the
CMSA Servicer Watch List, the CMSA NOI
Adjustment Worksheet, the CMSA
Comparative Financial Status Report, the
CMSA Loan Level Reserve-LOC Report and
the CMSA Operating Statement Analysis
Report.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may
establish for dissemination of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary
regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Co-Lender Agreement": Any of the 125 West 55th Street
Co-Lender
Agreement, the General Motors Building
Co-Lender Agreement, the Loews Miami
Beach Co-Lender Agreement or the Wellpoint
Office Tower Co-Lender Agreement, as
applicable.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": As defined in Section 3.19(a).
"Component": Any of the Class A-1-1 Component, the Class A-1-2
Component, the Class A-1-3 Component, the
Class A-1-4 Component, the Class A-2-1
Component, the Class A-2-2 Component, the
Class A-2-3 Component, the Class A-2-4
Component, the Class A-2-5 Component, the
Class A-2-6 Component, the Class A-2-7
Component, the Class A-3-1 Component, the
Class A-3-2 Component, the Class
A-AB-1 Component, the Class A-AB-2
Component, the Class A-AB-3 Component, the
Class A-4-1 Component, the Class A-4-2
Component, the Class A-4-3 Component, the
Class A-1A-1 Component, the Class A-1A-2
Component, the Class A-1A-3 Component,
the Class A-1A-4 Component, the Class
A-1A-5 Component, the Class A-1A-6
Component, the Class A-1A-7 Component, the
Class A-1A-8 Component, the Class
A-1A-9 Component, the Class A-1A-10
Component, the Class A-1A-11 Component, the
Class A-1A-12 Component, the Class A-1A-13
Component, the Class A-1A-14
Component, the Class A-1A-15 Component, the
Class A-J Component, the Class B
Component, the Class C Component, the Class
D-1 Component, the Class D-2
Component, the Class E-1 Component, the
Class E-2 Component, the Class E-3
Component, the Class F-1 Component, the
Class F-2 Component, the Class F-3
Component, the Class G-1 Component, the
Class G-2 Component, the Class H-1
Component, the Class H-2 Component, the
Class J-1 Component, the Class J-2
Component, the Class J-3 Component, the
Class K Component, the Class L-1
Component, the Class L-2 Component, the
Class M Component, the Class N
Component, the Class O Component, the Class
P Component and the Class Q
Component.
"Condemnation Proceeds": All proceeds paid in connection with
the
full or partial condemnation of a Mortgaged
Property, to the extent such
proceeds are not applied to the restoration
of the related Mortgaged Property or
released to the Mortgagor or any tenants or
ground lessors, in accordance with
the Servicing Standard (in the case of the
Non-Serviced Mortgage Loan, to the
extent of any portion of such amounts
received by the Trustee or the Servicer
pursuant to the related Co-Lender
Agreement).
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates
(other than the Class X Certificates)
then outstanding that has a then aggregate
Certificate Balance at least equal to
25% of the initial Certificate Balance of
such Class of Certificates. As of the
Closing Date, the Controlling Class will be
the Class Q Certificates.
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified by
the Certificate Registrar to the Trustee
from time to time by such Holder (or
Certificate Owner).
"Corporate Trust Office": The principal corporate trust office
of
the Trustee at which at any particular time
its corporate trust business with
respect to this Agreement shall be
administered, which office at the date of the
execution of this Agreement is located at
(i) with respect to all matters other
than certificate transfers, 9062 Old
Annapolis Road, Columbia, Maryland
21045-1951, Attention: Corporate Trust
Services (CMBS) GECMC 2005-C2, telecopy
number (410) 715-2380; and (ii) with
respect to certificate transfers, Wells
Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust
Services (CMBS) GECMC 2005-C2.
"Corrected Mortgage Loan": Any Specially Serviced Loan as to
which
(a) with respect to the circumstances
described in clauses (i) and (ii) of the
definition of Servicing Transfer Event, the
related Mortgagor has brought the
Specially Serviced Loan current and
thereafter made three consecutive full and
timely Monthly Payments (for such purposes
taking into account any modification
or amendment of such Specially Serviced
Loan); provided that no additional
default is foreseeable in the good faith
judgment of the Special Servicer, (b)
with respect to the circumstances described
in clauses (iii), (iv), (v), (vi) or
(viii) of the definition of Servicing
Transfer Event, such circumstances cease
to exist in the good faith judgment of the
Special Servicer and (c) with respect
to the circumstances described in clause
(vii) of the definition of Servicing
Transfer Event, such default has been
cured, provided, that, in each case no
other Servicing Transfer Event is
continuing with respect thereto.
"Credit File": As defined in Section 2.01(d).
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-collateralized and cross-defaulted
with another Mortgage Loan.
"Cross-Collateralized Group": The Cross-Collateralized Mortgage
Loans which are cross-collateralized and
cross-defaulted with each other.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document
custodian for the Mortgage Files, which
Person shall not be the Depositor, either
of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall
be the initial Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the later of
May
1, 2005 or the date of origination of such
Mortgage Loan, except in the case of
the Mortgage Loan identified as Loan No. 79
on the Mortgage Loan Schedule, for
which the Cut-off Date is May 5, 2005.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan,
Serviced Pari Passu Loan or Serviced B
Note, the outstanding principal balance
of such Mortgage Loan, Serviced Pari Passu
Loan or Serviced B Note, as of the
Cut-off Date, after application of all
payments of principal due on or before
such date, whether or not received but
without regard to any prepayments
received on or prior to the Cut-off
Date.
"DBRS": Dominion Bond Rating Service, Inc., or any successor
thereto.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
and
as of any date of determination, and
calculated without regard to any
cross-collateralization feature of such
Mortgage Loan, the ratio of (x) the Net
Cash Flow (before payment of any debt
service on such Mortgage Loan) generated
by the related Mortgaged Property or
Mortgaged Properties during the most
recently ended period of not more than
twelve (12) months or less than three (3)
months for which financial statements
(whether or not audited) have been
received by or on behalf of a Mortgage Loan
Seller (prior to the Closing Date),
or the Servicer or the Special Servicer
(following the Closing Date), to (y) the
product of the amount of the Monthly
Payment in effect for such Mortgage Loan as
of such date of determination, multiplied
by the number of months represented in
the financial statements. The Servicer may,
in accordance with CMSA reporting
standards, report Net Cash Flow with
respect to each Mortgaged Property where
one or more Mortgage Loans are secured by
multiple Mortgaged Properties;
provided, however, that for purposes of
determining Debt Service Coverage Ratio
compliance, calculations shall be made at
the Mortgage Loan or Serviced Whole
Loan level and, provided, further, that
with respect to the Mortgage Loans
indicated on Schedule 3, which pay interest
only for a specified period of time
set forth in the related loan documents and
then pay principal and interest, the
related Monthly Payment will be calculated
(for purposes of this definition
only) to include interest and principal
(based on the amortization schedule
indicated on Schedule 3).
"Default Interest": With respect to any Mortgage Loan or
Serviced
Whole Loan which is in default pursuant to
the terms of the related loan
documents for any related Due Period, all
interest accrued in respect of such
Mortgage Loan or Serviced Whole Loan during
such Due Period provided for in the
related Mortgage Note or Mortgage as a
result of the related default (exclusive
of Late Payment Charges) that is in excess
of interest at the related Mortgage
Rate accrued on the unpaid principal
balance of such Mortgage Loan or Serviced
Whole Loan outstanding from time to time
during such Due Period.
"Defaulted Mortgage Loan": A Mortgage Loan that is delinquent
at
least sixty days in respect of its Monthly
Payments or more than thirty days
delinquent in respect of its Balloon
Payment, if any, in either case such
delinquency to be determined without giving
effect to any grace period permitted
by the related Mortgage or Mortgage Note
and without regard to any acceleration
of payments under the related Mortgage and
Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Mortgage Loan or
Serviced
Whole Loan, a valuation by a court of
competent jurisdiction of the Mortgaged
Property in an amount less than the then
outstanding principal balance of the
Mortgage Loan or Serviced Whole Loan, which
valuation results from a proceeding
initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": GE Commercial Mortgage Corporation, a Delaware
corporation, or its successor in
interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
earlier of (i) the 6th day of the month in
which such Distribution Date occurs
or, if such 6th day is not a Business Day,
the immediately preceding Business
Day, and (ii) the 4th Business Day prior to
the related Distribution Date.
"Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50%
of the Controlling Class
Certificateholders, by Certificate Balance,
as certified by the Certificate
Registrar from time to time; provided,
however, that (i) absent such selection,
or (ii) until a Directing Certificateholder
is so selected or (iii) upon receipt
by the Trustee of a notice from a majority
of the Controlling Class
Certificateholders, by Certificate Balance,
that a Directing Certificateholder
is no longer designated, the Controlling
Class Certificateholder that owns the
largest aggregate Certificate Balance of
the Controlling Class will be the
Directing Certificateholder. DSHI Opco LLC,
a Delaware corporation, shall be the
initial Directing Certificateholder,
without necessity of further notice or
selection.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof, that are not customarily
provided to tenants in connection with the
rental of space "for occupancy only"
within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the
management or operation of such REO
Property, the holding of such REO Property
primarily for sale to customers (other than
the sale of the REO Property
pursuant to Section 3.18), the use of such
REO Property in a trade or business
conducted by the Trust Fund or the
performance of any construction work on the
REO Property (other than the completion of
a building or improvement, where more
than 10% of the construction of such
building or improvement was completed
before default became imminent), other than
through an Independent Contractor;
provided, however, that the Trustee (or the
Special Servicer on behalf of the
Trustee) shall not be considered to
Directly Operate an REO Property solely
because the Trustee (or the Special
Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants,
enters into or renews leases, deals
with taxes and insurance or makes decisions
as to repairs or capital
expenditures with respect to such REO
Property or takes other actions consistent
with Treasury Regulations Section
1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any
possession of the United States or any
agency or instrumentality of any of the
foregoing (other than an instrumentality
which is a corporation if all of its
activities are subject to tax and a
majority of its board of directors is not
selected by such governmental unit),
(ii) a foreign government, any
international organization or any agency or
instrumentality of any of the foregoing,
(iii) any organization (other than
certain farmers' cooperatives described in
Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income), (iv) rural
electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated
by the Servicer based upon an
Opinion of Counsel that the holding of an
Ownership Interest in a Residual
Certificate by such Person may cause either
the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a
REMIC or any Person having an Ownership
Interest in any Class of Certificates
(other than such Person) to incur a
liability for any federal tax imposed under
the Code that would not otherwise be
imposed but for the Transfer of an
Ownership Interest in a Residual Certificate
to such Person. The terms "United States,"
"State" and "international
organization" shall have the meanings set
forth in Section 7701 of the Code or
successor provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of
Regular Certificates, the Accrued
Certificate Interest in respect of such
Class of Regular Certificates for such
Distribution Date, reduced (to not less
than zero) by (i) such Class's share of
the Uncovered Prepayment Interest Shortfall
for such Distribution Date and (ii)
by any allocations to such Class of
Certificates (other than in the case of the
Class X Certificates) of any Certificate
Deferred Interest for such Distribution
Date.
"Distribution Account": The segregated account created and
maintained by the Trustee pursuant to
Section 3.04(b) in trust for the
Certificateholders, which shall be entitled
"Wells Fargo Bank, N.A., as Trustee,
in trust for the registered Holders of GE
Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through
Certificates, Series 2005-C2, Distribution
Account," which account shall be deemed to
consist of, collectively, the
Lower-Tier Distribution Account and the
Upper-Tier Distribution Account. The
Distribution Account shall at all times be
an Eligible Account.
"Distribution Date": The 10th day of any month or, if such 10th
day
is not a Business Day, the Business Day
immediately following such 10th day,
commencing on June 10, 2005.
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Maturity Date, the day of the month set
forth in the related Mortgage Note on
which each Monthly Payment thereon is
scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date
therefor, the day of the month set forth
in the related Mortgage Note on which each
Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and
(iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on
which each Monthly Payment on the
related Mortgage Loan had been scheduled to
be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Serviced Whole Loan, the period
commencing on the day immediately
succeeding the Due Date of a Mortgage Loan
or a Serviced Whole Loan occurring in
the month preceding the month in which such
Distribution Date occurs and ending
on and including the Due Date occurring in
the month in which such Distribution
Date occurs. Notwithstanding the foregoing,
in the event that the last day of
the Due Period (or applicable grace period)
is not a Business Day, any payments
received with respect to the Mortgage Loan
or Serviced Whole Loan relating to
such Due Period on the Business Day
immediately following such day shall be
deemed to have been received during such
Due Period and not during any other Due
Period.
"EDGAR": The
Commission's Electronic Data Gathering and Retrieval
System.
"Eligible Account": Either (a) a segregated account or accounts
maintained with a federal or state
chartered depository institution or trust
company (including the Trustee) (i) the
long-term unsecured debt obligations of
which are rated at least (A) "AA-" by
S&P (or "A+" by S&P if such institution's
short term rating is at least "A-1"), (B)
"AA-" by Fitch, if the deposits are to
be held in the account more than 30 days,
(C) to the extent that Moody's is
rating a securitization transaction into
which a Serviced Pari Passu Loan is
deposited and such account relates to the
related Serviced Whole Loan, "Aa3" by
Moody's, or, if not rated by Moody's, at
least "Aa3" or its equivalent by
another nationally recognized statistical
rating agency if the deposits are to
be held in such account 30 days or more and
(D) to the extent that DBRS is
rating a securitization transaction into
which a Serviced Pari Passu Loan is
deposited and such account relates to the
related Serviced Whole Loan, "AA
(low)" by DBRS, or, if not rated by DBRS,
at least "AA (low)" or its equivalent
by another nationally recognized
statistical rating agency if the deposits are
to be held in such account 30 days or more,
or (ii) the short-term unsecured
debt obligations of which have a short-term
rating of not less than (A) "A-1"
from S&P, (B) "F-1" by Fitch, if the
deposits are held in the account for 30
days or less, (C) to the extent that
Moody's is rating a securitization
transaction into which a Serviced Pari
Passu Loan is deposited and such account
relates to the related Serviced Whole Loan,
"P-1" from Moody's, or, if not rated
by Moody's, at least "P-1" or its
equivalent by another nationally recognized
statistical rating agency if the deposits
are to be held in such account for
less than 30 days and (D) to the extent
that DBRS is rating a securitization
transaction into which a Serviced Pari
Passu Loan is deposited and such account
relates to the related Serviced Whole Loan,
"R-1 (middle)" from DBRS, or, if not
rated by DBRS, at least "R-1 (middle)" or
its equivalent by another nationally
recognized statistical rating agency if the
deposits are to be held in such
account for less than 30 days, or such
other account or accounts with respect to
which each of the Rating Agencies shall
have confirmed in writing that the then
current rating assigned to any of the
Certificates (and, in the case of an
account that relates to a Serviced Whole
Loan, to any class of related Serviced
Pari Passu Loan Securities) that are
currently being rated by such Rating Agency
will not be qualified, downgraded or
withdrawn by reason thereof, (b) a
segregated account or accounts maintained
with Deutsche Bank (or any of its
wholly owned affiliates) so long as the
holder of such account is rated at least
(i) "A+" by S&P, (ii) "A+" by Fitch
(or, if not rated by Fitch, at least "AA-"
or its equivalent by another nationally
recognized statistical rating agency),
(iii) to the extent that Moody's is rating
a securitization transaction into
which a Serviced Pari Passu Loan is
deposited and such account relates to the
related Serviced Whole Loan, "A1" by
Moody's or, if not rated by Moody's, at
least "Aa3" or its equivalent by another
nationally recognized statistical
rating agency and (iv) to the extent that
DBRS is rating a securitization
transaction into which a Serviced Pari
Passu Loan is deposited and such account
relates to the related Serviced Whole Loan,
"AA (low)" by DBRS or, if not rated
by DBRS, at least "AA (low)" or its
equivalent by another nationally recognized
statistical rating agency, (c) a segregated
trust account or accounts maintained
with the corporate trust department of a
federal or state chartered depository
institution or trust company that, in
either case, has a combined capital and
surplus of at least $50,000,000 and has
corporate trust powers, acting in its
fiduciary capacity, provided that any state
chartered depository institution or
trust company is subject to regulation
regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b), or (d) an
account or accounts maintained with
PNC Bank, National Association so long as
PNC Bank's long term unsecured debt
rating shall be at least "A1" from Moody's,
"A" from Fitch and "A" by S&P (if
the deposits are to be held in the account
for more than 30 days) or PNC Bank's
short term deposit or short term unsecured
debt rating shall be at least "P-1"
from Moody's, "F-1" from Fitch and "A-1" by
S&P (if the deposits are to be held
in the account for 30 days or less).
Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a
certificate of deposit, passbook or
other similar instrument.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for
the account of a Qualified
Institutional Buyer to whom notice is given
that the offer, sale or transfer is
being made in reliance on Rule 144A, (ii)
an Institutional Accredited Investor,
or (iii) in the case of the Regular
Certificates (other than the ERISA
Restricted Certificates (without giving
effect to clause (b)(ii) of such
definition)), in the case of ownership or
transfer of an interest in any
Regulation S Book-Entry Certificate, a
Person acquiring such interest pursuant
to Regulation S in accordance with all
applicable procedures herein.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of the American
Society for Testing and Materials in
the case of Specially Serviced Loans as to
which the related Mortgaged Property
is a non-multifamily property, and
including investigation of lead based paint,
radon and asbestos.
"Environmental Insurance Policy": With respect to any Mortgage
Loan
or Serviced Whole Loan, the insurance
policy covering Insured Environmental
Events that is maintained from time to time
in respect of such Mortgage Loan or
Serviced Whole Loan or the related
Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(d)(i)(A).
"ERISA Restricted Certificate": Any Class K, Class L, Class M,
Class
N, Class O, Class P or Class Q Certificate;
provided, that any such Certificate
(a) will cease to be considered an ERISA
Restricted Certificate and (b) will
cease to be subject to the transfer
restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer
of such Certificate, either (i) it is
rated in one of the four highest generic
ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would
permit transfer of such Certificate
to a Plan (in the case of clause (ii), as
evidenced by an Opinion of Counsel).
"Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any
Mortgagor for application toward the
payment of real estate taxes, assessments,
insurance premiums, ground lease
rents and similar items in respect of the
related Mortgaged Property, including
amounts for deposit to any reserve
account.
"Euroclear": The Euroclear System and its successors.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Liquidation Proceeds": With respect to any Mortgage
Loan
(other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan, the excess of
(i) Liquidation Proceeds of that Mortgage
Loan or Serviced Whole Loan or related
REO Property net of any related Liquidation
Expenses, Advances and interest on
Advances over (ii) the amount that would
have been received if payment in full
had been made with respect to such Mortgage
Loan or Serviced Whole Loan on the
Due Date immediately following the date on
which such proceeds were received.
"Excess Liquidation Proceeds Reserve Account": The account,
accounts
or sub-account created and maintained by
the Trustee, which may be a sub-account
of the Distribution Account, pursuant to
Section 3.04(c) in trust for the
Certificateholders, which shall be entitled
"Wells Fargo Bank, N.A., as Trustee,
for the benefit of Holders of GE Commercial
Mortgage Corporation, Mortgage
Pass-Through Certificates, Series 2005-C2,
Excess Liquidation Proceeds Reserve
Account." Any such account shall at all
times be an Eligible Account or a
sub-account of an Eligible Account. The
Excess Liquidation Proceeds Reserve
Account shall be an asset of the Lower-Tier
REMIC.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Fannie Mae": Fannie Mae or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"FEMA": Federal Emergency Management Agency or any successor
thereto.
"Final Recovery Determination": A good faith reasonable
determination by the Special Servicer with
respect to any Defaulted Mortgage
Loan or REO Property (other than a Mortgage
Loan or REO Property, as the case
may be, that was purchased by a Mortgage
Loan Seller pursuant to Section 3 of
the applicable Mortgage Loan Purchase
Agreement, by the Directing
Certificateholder or the Special Servicer
pursuant to Section 3.18(c), or by the
Special Servicer or the Servicer pursuant
to Section 9.01 or, in the case of a
Serviced Whole Loan, a holder of any
related Serviced Pari Passu Loan or
Serviced B Note or its designee pursuant to
the related Co-Lender Agreement)
that there has been a recovery of all
Insurance Proceeds and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue
and other payments or recoveries
that will ultimately be recoverable.
"Fitch": Fitch, Inc. and its successors in interest.
"Freddie Mac": Freddie Mac or any successor thereto.
"GACC": German American Capital Corporation.
"GACC Mortgage Loan": Any Mortgage Loan sold to the Depositor
by
GACC.
"GECC": General Electric Capital Corporation.
"GECC Mortgage Loan": Any Mortgage Loan sold to the Depositor
by
GECC.
"GEMSA": GEMSA Loan Services, L.P. and its successors in
interest.
"General Motors Building A Notes": Collectively, the General
Motors
Building A-1 Note, the General Motors
Building Mortgage Loan, the General Motors
Building A-4 Note, the General Motors
Building A-5 Note and the General Motors
Building A-6 Note.
"General Motors Building A Notes Intercreditor Agreement": That
certain intercreditor agreement, dated as
of April 29, 2005, by and among the
holders of the General Motors Building A
Notes, in each case, relating to the
relative rights of such holders, as the
same may be further amended, modified or
supplemented from time to time.
"General Motors Building A-1 Note": With respect to the General
Motors Building Whole Loan, the promissory
note made by the related Mortgagor
and secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $260,000,000, which is
not included in the Trust and which
is senior in right of payment to the
General Motors Building B Note and pari
passu in right of payment to the other
General Motors Building A Notes, as
provided in the General Motors Building
Co-Lender Agreement, as from time to
time amended, supplemented, modified or
replaced.
"General Motors Building A-4 Note": With respect to the General
Motors Building Whole Loan, the promissory
note made by the related Mortgagor
and secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $180,000,000, which is
not included in the Trust and which
is senior in right of payment to the
General Motors Building B Note and pari
passu in right of payment to the other
General Motors Building A Notes, as
provided in the General Motors Building
Co-Lender Agreement, as from time to
time amended, supplemented, modified or
replaced.
"General Motors Building A-5 Note": With respect to the General
Motors Building Whole Loan, the promissory
note made by the related Mortgagor
and secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $54,500,000, which is
not included in the Trust and which is
senior in right of payment to the General
Motors Building B Note and pari passu
in right of payment to the other General
Motors Building A Notes, as provided in
the General Motors Building Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"General Motors Building A-6 Note": With respect to the General
Motors Building Whole Loan, the promissory
note made by the related Mortgagor
and secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $54,500,000, which is
not included in the Trust and which is
senior in right of payment to the General
Motors Building B Note and pari passu
in right of payment to the other General
Motors Building A Notes, as provided in
the General Motors Building Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"General Motors Building Agreement Among Noteholders": That
certain
intercreditor agreement, dated as of April
29, 2005, by and among the holders of
the General Motors Building A Notes and the
holder of the General Motors
Building B Note, as from time to time
amended, supplemented or modified.
"General Motors Building B Note": With respect to the General
Motors
Building Whole Loan, the promissory note
made by the related Mortgagor and
secured by the Mortgage on the General
Motors Building Mortgaged Property which
is not included in the Trust, and is
subordinate in right of payment to the
related General Motors Building A Notes as
provided in the General Motors
Building Co-Lender Agreement, as from time
to time amended, supplemented,
modified or replaced.
"General Motors Building Co-Lender Agreement": Collectively, (i)
the
General Motors Building Agreement Among
Noteholders, and (ii) the General Motors
Building A Notes Intercreditor
Agreement.
"General Motors Building Mortgage Loan": With respect to the
General
Motors Building Whole Loan, the promissory
notes made by the related Mortgagor
and secured by the Mortgage on the General
Motors Building Mortgaged Property in
the original principal amounts of
$82,500,000 and $82,500,000, respectively,
which are included in the Trust and which
are senior in right of payment to the
General Motors Building B Note and pari
passu in right of payment to the other
General Motors Building A Notes, as
provided in the General Motors Building
Co-Lender Agreement, as from time to time
amended, supplemented, modified or
replaced.
"General Motors Building Mortgaged Property": The property or
properties which secure the General Motors
Building Whole Loan.
"General Motors Building Pari Passu Loans": For so long as the
General Motors Building Mortgage Loan or a
successor REO Mortgage Loan with
respect to the General Motors Building
Mortgage Loan is part of the Mortgage
Pool, the General Motors Building A-1 Note,
the General Motors Building A-4
Note, the General Motors Building A-5 Note
and the General Motors Building A-6
Note. The General Motors Building Pari
Passu Loans are not included in the
Trust.
"General Motors Building Whole Loan": The General Motors
Building
Mortgage Loan, together with the General
Motors Building Pari Passu Loans and
the General Motors Building B Note.
References herein to the General Motors
Building Whole Loan shall be construed to
refer to the aggregate indebtedness
under the General Motors Building Mortgage
Loan, the General Motors Building
Pari Passu Loans and the General Motors
Building B Note.
"Ground Lease": In the case of any Mortgage Loan for which the
related Mortgagor has a leasehold interest
in the related Mortgaged Property,
the lease agreement creating such leasehold
interest.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including,
without limitation, those so
identified pursuant to CERCLA or any other
federal, state or local environmental
related laws and regulations, and
specifically including, without limitation,
asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea
formaldehyde and any substances
classified as being "in inventory," "usable
work in process" or similar
classification which would, if classified
as unusable, be included in the
foregoing definition.
"Holdback Mortgage Loan": Any Mortgage Loan as to which the
related
Mortgagor was required to escrow funds or
post a letter of credit related to
satisfying certain performance
objectives.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Trustee, the Depositor, the
Servicer, the Special Servicer, the
Directing Certificateholder, the holder of
any Serviced Pari Passu Loan or Serviced B
Note and any and all Affiliates
thereof, (ii) does not have any material
direct financial interest in or any
material indirect financial interest in any
of the Trustee, the Depositor, the
Servicer, the Special Servicer, the
Directing Certificateholder, the holder of
any Serviced Pari Passu Loan or Serviced B
Note or any Affiliate thereof and
(iii) is not connected with the Trustee,
the Depositor, the Servicer, the
Special Servicer, the Directing
Certificateholder, the holder of any Serviced
Pari Passu Loan or Serviced B Note or any
Affiliate thereof as an officer,
employee, promoter, underwriter, trustee,
partner, director or Person performing
similar functions; provided, however, that
a Person shall not fail to be
Independent of the Trustee, the Depositor,
the Servicer, the Special Servicer,
the Directing Certificateholder, the holder
of any Serviced Pari Passu Loan or
Serviced B Note or any Affiliate thereof
merely because such Person is the
beneficial owner of 1% or less of any Class
of securities issued by the Trustee,
the Depositor, the Servicer, the Special
Servicer, the Directing
Certificateholder, the holder of any
Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof, as the case may
be, provided, further, that such
ownership constitutes less than 1% of the
total assets owned by such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to
the Lower-Tier REMIC within the meaning
of Section 856(d)(3) of the Code if the
Lower-Tier REMIC were a real estate
investment trust (except that the ownership
test set forth in that Section shall
be considered to be met by any Person that
owns, directly or indirectly, 35% or
more of any Class of Certificates, or such
other interest in any Class of
Certificates as is set forth in an Opinion
of Counsel, which shall be at no
expense to the Trustee, the Servicer, the
holder of any Serviced Pari Passu Loan
or Serviced B Note or the Trust, delivered
to the Trustee and the Servicer), so
long as the Trust does not receive or
derive any income from such Person and
provided that the relationship between such
Person and the Lower-Tier REMIC is
at arm's length, all within the meaning of
Treasury Regulations Section
1.856-4(b)(5) (except that the Servicer or
the Special Servicer shall not be
considered to be an Independent Contractor
under the definition in this clause
(i) unless an Opinion of Counsel has been
delivered to the Trustee (and, if any
Serviced Whole Loan is affected, to the
holders of any related Serviced Pari
Passu Loan or Serviced B Note) to that
effect) or (ii) any other Person
(including the Servicer and the Special
Servicer) upon receipt by the Trustee
and the Servicer (and, if any Serviced
Whole Loan is affected, by the holders of
any related Serviced Pari Passu Loan or
Serviced B Note) of an Opinion of
Counsel, which shall be at no expense to
the Trustee, the Servicer, the Trust
Fund or the holder of any Serviced Pari
Passu Loan or Serviced B Note, to the
effect that the taking of any action in
respect of any REO Property by such
Person, subject to any conditions therein
specified, that is otherwise herein
contemplated to be taken by an Independent
Contractor will not cause such REO
Property to cease to qualify as
"foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or cause any
income realized in respect of such
REO Property to fail to qualify as Rents
from Real Property.
"Initial Certification Date": As defined in Section 2.02(b).
"Initial Purchasers": Deutsche Bank Securities Inc. and Banc of
America Securities LLC.
"Institutional Accredited Investor": As defined in Section
5.02(b).
"Insurance Policy": With respect to any Mortgage Loan or
Serviced
Whole Loan, any hazard insurance policy,
flood insurance policy, title policy or
other insurance policy that is maintained
from time to time in respect of such
Mortgage Loan or Serviced Whole Loan or the
related Mortgaged Property.
"Insurance Proceeds": All proceeds paid under any Insurance
Policy,
to the extent such proceeds are not applied
to the restoration of the related
Mortgaged Property or released to the
Mortgagor or any tenants or ground
lessors, in accordance with the Servicing
Standard (or, with respect to a
Non-Serviced Mortgage Loan, to the extent
received pursuant to the related
Co-Lender Agreement).
"Insured Environmental Event": As defined in Section 3.07(f).
"Interest Accrual Period": With respect to any Class of Regular
Certificates, Uncertificated Lower-Tier
Interests and any Distribution Date, the
period beginning on the first day of the
calendar month preceding the calendar
month in which the related Distribution
Date occurs and ending on the last day
of the calendar month preceding the
calendar month in which such Distribution
Date occurs, calculated assuming that each
month has 30 days and each year has
360 days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates or the Uncertificated
Lower-Tier Interests for any Distribution
Date, an amount equal to the sum of the
Distributable Certificate Interest and
the Class Unpaid Interest Shortfall with
respect to such Class of Regular
Certificates or Uncertificated Lower-Tier
Interests for such Distribution Date
and any Accrued Interest From Recoveries
for such Class, to the extent not
previously paid for all prior Distribution
Dates.
"Interest Reserve Account": The trust account created and
maintained
by the Trustee pursuant to Section 3.25 in
the name of "Wells Fargo Bank, N.A.,
as Trustee, in trust for the registered
holders of GE Commercial Mortgage
Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-C2,
Interest Reserve Account" or maintained as
a sub-account of the Distribution
Account into which the amounts set forth in
Section 3.25 shall be deposited
directly and which must at all times be an
Eligible Account or a sub-account of
an Eligible Account. The Interest Reserve
Account shall be an asset of the
Lower-Tier REMIC.
"Interest Reserve Loans": The Actual/360 Mortgage Loans and the
Mortgage Loans identified as Loan Nos. 1
and 6 on the Mortgage Loan Schedule.
"Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor
engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any
such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b).
"Late Collections": With respect to any Mortgage Loan or
Serviced
Whole Loan, all amounts received thereon on
or prior to the related
Determination Date (or the related grace
period), whether as payments, Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds or otherwise, which
represent late payments or collections of
principal or interest due in respect
of such Mortgage Loan or Serviced Whole
Loan (without regard to any acceleration
of amounts due thereunder by reason of
default) on a Due Date in a previous Due
Period and not previously recovered. With
respect to any REO Loan, all amounts
received in connection with the related REO
Property on or prior to the related
Determination Date (including any grace
period), whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation
Proceeds, REO Revenues or otherwise, which
represent late collections of principal or
interest due or deemed due in respect
of such REO Loan or the predecessor
Mortgage Loan or Serviced Whole Loan
(without regard to any acceleration of
amounts due under the predecessor
Mortgage Loan or Serviced Whole Loan by
reason of default) on a Due Date in a
previous Due Period and not previously
recovered. The term "Late Collections"
shall specifically exclude Penalty
Charges.
"Late Payment Charges": With respect to any Mortgage Loan or
Serviced Whole Loan, amounts due to the
Servicer (which accrued on non-Specially
Serviced Loans) or the Special Servicer
(which accrued on Specially Serviced
Loans), which represent charges for late
payments paid by a Mortgagor pursuant
to the loan documents.
"LNR": LNR Partners, Inc., a Florida corporation, or its
successors
in interest.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery
Determination is made with respect to such
Mortgage Loan; (iii) such Mortgage
Loan (or related REO Loan) is repurchased
by the applicable Mortgage Loan Seller
pursuant to Section 3 of the related
Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Directing
Certificateholder or the Special
Servicer pursuant to Section 3.18(c); (v)
such Mortgage Loan is purchased by the
Special Servicer or the Servicer pursuant
to Section 9.01(b) or acquired by the
Sole Certificateholder in exchange for its
Certificates pursuant to Section
9.01(d); (vi) such Mortgage Loan is
purchased by the related mezzanine lender
pursuant to the related intercreditor
agreement; (vii) in the case of a Whole
Loan, such Mortgage Loan is purchased by a
holder of a B Note or its designee
pursuant to the related Co-Lender
Agreement; or (viii) in the case of a
Non-Serviced Whole Loan, such Mortgage Loan
is purchased pursuant to the related
Non-Serviced Mortgage Loan Pooling
Agreement. With respect to any REO Property
(and the related REO Loan), any of the
following events: (i) a Final Recovery
Determination is made with respect to such
REO Property or (ii) such REO
Property is purchased by the Servicer or
the Special Servicer pursuant to
Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by
the Special Servicer in connection
with the liquidation of any Specially
Serviced Loan or REO Property pursuant to
Section 3.09 or 3.18 (including, without
limitation, legal fees and expenses,
committee or referee fees and, if
applicable, brokerage commissions and
conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to (a) each Specially Serviced Loan
or REO Disposition as to which the
Special Servicer receives a full or
discounted payoff with respect thereto from
the related Mortgagor or any Liquidation
Proceeds with respect thereto (in any
case, other than amounts for which a
Workout Fee has been paid, or will be
payable), equal to the product of the
Liquidation Fee Rate and the proceeds of
such full or discounted payoff or the net
Liquidation Proceeds (net of the
related Liquidation Expenses) related to
such liquidated Specially Serviced Loan
or REO Disposition, as the case may be;
provided, however, that no Liquidation
Fee shall be payable with respect to
clauses (iii), (iv) (except to the extent
set forth in clause (b) below), (v), (vi)
(unless (A) such Liquidation Fee is
not specifically prohibited under the
related mezzanine intercreditor agreement
and (B) the related Mortgage Loan is
purchased by the related mezzanine lender
more than 60 days after the date the
related purchase option becomes
exercisable; provided, however, that such
Liquidation Fee shall in all
circumstances be payable by the related
mezzanine lender and shall not, under
any circumstance, by payable out of the
Trust), (vii) or (viii) of the
definition of Liquidation Proceeds and (b)
each Mortgage Loan repurchased by the
Mortgage Loan Seller after the expiration
of the applicable time period provided
for in the first sentence of Section
2.03(b).
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance
Proceeds
and Condemnation Proceeds and REO Revenues)
received by or paid to the Servicer
or the Special Servicer in connection with:
(i) the liquidation of a Mortgaged
Property or other collateral constituting
security for a Defaulted Mortgage
Loan, through trustee's sale, foreclosure
sale, REO Disposition or otherwise,
exclusive of any portion thereof required
to be released to the related
Mortgagor in accordance with applicable law
and the terms and conditions of the
related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency
judgment obtained against a Mortgagor;
(iii) the purchase of a Defaulted
Mortgage Loan by the Directing
Certificateholder or the Special Servicer, as
applicable, pursuant to Section 3.18(c);
(iv) the repurchase of a Mortgage Loan
(or related REO Loan) by the applicable
Mortgage Loan Seller pursuant to Section
3 of the related Mortgage Loan Purchase
Agreement; (v) the purchase of a
Mortgage Loan or REO Property by the
Special Servicer or the Servicer pursuant
to Section 9.01; (vi) the purchase of a
mortgage loan by the related mezzanine
lender pursuant to the related
intercreditor agreement; (vii) in the case of a
Whole Loan, the purchase of the related
Mortgage Loan by a holder of a related B
Note or its designee, as applicable,
pursuant to the related Co-Lender
Agreement; or (viii) in the case of a
Non-Serviced Whole Loan, the purchase of
the related Mortgage Loan pursuant to the
related Non-Serviced Mortgage Loan
Pooling Agreement. With respect to a
Non-Serviced Mortgage Loan, Liquidation
Proceeds shall also include any proceeds
allocable to such Non-Serviced Mortgage
Loan denoted as "Liquidation Proceeds"
under the related Non-Serviced Mortgage
Loan Pooling Agreement.
"Loan Group": Either Loan Group 1 or Loan Group 2. Each of the
Mortgage Loans will belong to either Loan
Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 1
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
1 Principal Distribution Amount for such
Distribution Date, (ii) Workout Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus
interest on such Nonrecoverable
Advances, and Workout-Delayed Reimbursement
Amounts, that would have been paid
or reimbursed from principal collections on
the Group 2 Mortgage Loans as
provided for in clauses (i) and (ii) of the
definition of "Loan Group 2
Principal Distribution Amount" had the Loan
Group 2 Principal Distribution
Amount been sufficient to make such
reimbursements in full, over (B) the Loan
Group 2 Principal Distribution Amount
(prior to giving effect to clauses (i),
(ii) and (iii) of the definition of "Loan
Group 2 Principal Distribution
Amount") for that Distribution Date
(provided, further, that, with respect to
the amounts identified in clauses (i), (ii)
and (iii) above, if any of such
amounts reimbursed from principal
collections on the Group 1 Mortgage Loans are
subsequently recovered on the related
Mortgage Loan, such recovery will be
applied to increase the Loan Group 1
Principal Distribution Amount for the
Distribution Date related to the period in
which such recovery occurs).
"Loan Group 1 Principal Shortfall": For any Distribution Date
after
the initial Distribution Date, the amount,
if any, by which (a) the lesser of
(i) the Loan Group 1 Principal Distribution
Amount for the prior Distribution
Date and (ii) the Certificate Balance of
the Class A Certificates (other than
the Class A-1A Certificates), exceeds (b)
the aggregate amount distributed in
respect of principal on the Class A
Certificates (other than the Class A-1A
Certificates) on the preceding Distribution
Date. The Loan Group 1 Principal
Shortfall for the initial Distribution Date
will be zero.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 2
Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 2
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
2 Principal Distribution Amount for such
Distribution Date, (ii) Workout Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 2 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus
interest on such Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts
that would have been paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans as provided
for in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal
Distribution Amount" had the Loan Group 1
Principal Distribution Amount been
sufficient to make such reimbursements in
full, over (B) the Loan Group 1
Principal Distribution Amount (prior to
giving effect to clauses (i), (ii) and
(iii) of the definition of "Loan Group 1
Principal Distribution Amount") for
that Distribution Date (provided, further,
that, with respect to the amounts
identified in clauses (i), (ii) and (iii)
above, if any of such amounts
reimbursed from principal collections on
the Group 2 Mortgage Loans are
subsequently recovered on the related
Mortgage Loan, such recovery will be
applied to increase the Loan Group 2
Principal Distribution Amount for the
Distribution Date related to the period in
which such recovery occurs).
"Loan Group 2 Principal Shortfall": For any Distribution Date
after
the initial Distribution Date, the amount,
if any, by which (a) the lesser of
(i) the Loan Group 2 Principal Distribution
Amount for the prior Distribution
Date and (ii) the Certificate Balance of
the Class A-1A Certificates, exceeds
(b) the aggregate amount distributed in
respect of principal on the Class A-1A
Certificates on the preceding Distribution
Date. The Loan Group 2 Principal
Shortfall for the initial Distribution Date
will be zero.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any
date of determination, the fraction,
expressed as a percentage, the numerator of
which is the scheduled principal balance of
such Mortgage Loan at the time of
determination, and the denominator of which
is the Original Value of the related
Mortgaged Property.
"Loews Miami Beach A Notes": Collectively, the Loews Miami Beach
A-1
Note, the Loews Miami Beach Mortgage Loan
and the Loews Miami Beach A-3 Note.
"Loews Miami Beach A-1 Note": With respect to the Loews Miami
Beach
Whole Loan, the promissory note made by the
related Mortgagor and secured by the
Mortgage on the related Mortgaged Property
in the original principal amount of
$50,000,000, which is not included in the
Trust and which is pari passu in right
of payment to the other Loews Miami Beach A
Notes, as provided in the Loews
Miami Beach Co-Lender Agreement, as from
time to time amended, supplemented,
modified or replaced.
"Loews Miami Beach A-3 Note": With respect to the Loews Miami
Beach
Whole Loan, the promissory note made by the
related Mortgagor and secured by the
Mortgage on the related Mortgaged Property
in the original principal amount of
$25,000,000, which is not included in the
Trust and which is pari passu in right
of payment to the other Loews Miami Beach A
Notes, as provided in the Loews
Miami Beach Co-Lender Agreement, as from
time to time amended, supplemented,
modified or replaced.
"Loews Miami Beach
Co-Lender Agreement": That certain intercreditor
agreement, dated as of April 29, 2005, by
and among the holders of the Loews
Miami Beach Mortgage Loan and the Loews
Miami Beach Pari Passu Loans, in each
case, relating to the relative rights of
such holders, as the same may be
further amended, modified or supplemented
from time to time.
"Loews Miami Beach Mortgage Loan": With respect to the Loews
Miami
Beach Whole Loan, the promissory note made
by the related Mortgagor and secured
by the Mortgage on the Loews Miami Beach
Mortgaged Property in the original
principal amount of $75,000,000, which is
included in the Trust and which is
pari passu in right of payment to the other
Loews Miami Beach A Notes, as
provided in the Loews Miami Beach Co-Lender
Agreement, as from time to time
amended, supplemented, modified or
replaced.
"Loews Miami Beach Mortgaged Property": The property or
properties
which secure the Loews Miami Beach Whole
Loan.
"Loews Miami Beach Pari Passu Loans": For so long as the Loews
Miami
Beach Mortgage Loan or a successor REO
Mortgage Loan with respect to the Loews
Miami Beach Mortgage Loan is part of the
Mortgage Pool, the Loews Miami Beach
A-1 Note and the Loews Miami Beach A-3
Note. The Loews Miami Beach Pari Passu
Loans are not included in the Trust.
"Loews Miami Beach Whole Loan": The Loews Miami Beach Mortgage
Loan,
together with the Loews Miami Beach Pari
Passu Loans. References herein to the
Loews Miami Beach Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Loews Miami Beach
Mortgage Loan and the Loews Miami Beach
Pari Passu Loans.
"Lower-Tier Distribution Account": The sub-account deemed to be
a
part of the Distribution Account and
maintained by the Trustee pursuant to
Section 3.04(b).
"Lower-Tier Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier Principal Amount": The principal amount of any
Uncertificated Lower-Tier Interest
outstanding as of any date of determination.
With respect to any Class of Uncertificated
Lower-Tier Interests, (a) on or
prior to the first Distribution Date, an
amount equal to the Original Lower-Tier
Principal Amount of such Class as specified
in the Preliminary Statement hereto,
and (b) as of any date of determination
after the first Distribution Date, as
permanently reduced by all distributions of
principal deemed to have been made
in respect of such Class of Uncertificated
Lower-Tier Interests on such
Distribution Date pursuant to Section
4.01(b), any Collateral Support Deficit
allocated thereto pursuant to Section 4.04,
and as adjusted for any Certificate
Deferred Interest pursuant to Section 4.06
(but not less than zero).
"Lower-Tier REMIC": One of two separate REMICs comprising the
Trust
Fund, the assets of which consist of the
Mortgage Loans, any related REO
Property (to the extent of the Trust Fund's
interest therein) or beneficial
interest in a Mortgaged Property acquired
under a Non-Serviced Mortgage Loan
Pooling Agreement with respect thereto,
such amounts with respect thereto as
shall from time to time be held in the
Certificate Account, the REO Accounts (to
the extent of the Trust Fund's interest
therein), if any, the Interest Reserve
Account, the Excess Liquidation Proceeds
Reserve Account, if any, and the
Lower-Tier Distribution Account, and all
other property included in the Trust
Fund that is not in the Upper-Tier
REMIC.
"MAI": Member of the Appraisal Institute.
"Material Breach": As defined in Section 2.03(b).
"Maturity Date": With respect to any Mortgage Loan or Serviced
Whole
Loan as of any date of determination, the
date on which the last payment of
principal is due and payable under the
related Mortgage Note, after taking into
account all Principal Prepayments received
prior to such date of determination,
but without giving effect to (i) any
acceleration of the principal of such
Mortgage Loan by reason of default
thereunder or (ii) any grace period permitted
by the related Mortgage Note.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and/or
interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a
Mortgagor from time to time under the
related Mortgage Note (as such terms may be
changed or modified in connection
with a bankruptcy, insolvency or similar
proceeding or by reason of any
modification or waiver pursuant to Section
3.20) and applicable law, without
regard to any acceleration of principal of
such Mortgage Loan by reason of
default thereunder.
"Moody's": Moody's Investors Service, Inc., and its successors
in
interest.
"Mortgage": With respect to any Mortgage Loan or Whole Loan,
the
mortgage, deed of trust or other instrument
securing a Mortgage Note and
creating a lien on the fee or leasehold
interest in the related Mortgaged
Property and, with respect to certain
Mortgage Loans and certain relevant terms
which are not specified in the mortgage or
deed of trust, the loan agreement for
such Mortgage Loan.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to
reduce the rate at which interest is
paid currently below the Mortgage Rate and
capitalize the amount of such
interest reduction, the excess, if any, of
(a) interest accrued on the Stated
Principal Balance thereof during the
one-month interest accrual period set forth
in the related Mortgage Note at the related
Mortgage Rate over (b) the interest
portion of the related Monthly Payment, as
so modified or reduced, or, if
applicable, Assumed Scheduled Payment due
on such Due Date.
"Mortgage File": With respect to any Mortgage Loan or Serviced
Whole
Loan, the following documents collectively
(which in the case of a Serviced
Whole Loan, except for the Mortgage Note
referred to in clause (i) of this
definition, relate to the entire Serviced
Whole Loan):
(i) (A) the original Mortgage Note, or a lost note affidavit
with a customary indemnification provision with a copy of the
Mortgage Note bearing, or accompanied by, all prior and
intervening
endorsements or
assignments showing a complete chain of endorsement
or assignment from the originator of the Mortgage Loan to the
applicable Mortgage Loan Seller (or the most recent endorsee),
and
further endorsed (at the direction of the Depositor given
pursuant
to the applicable Mortgage Loan Purchase Agreement), on its face
or
by allonge attached thereto, without recourse, to the order of
the
Trustee in the following form: "Pay to the order of Wells Fargo
Bank, N.A., as Trustee for the registered holders of GE
Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates,
Series 2005-C2, without recourse, representation or warranty,
express or implied" and (B) in the case of each Serviced Pari
Passu
Loan or a Serviced B Note, a copy of the executed Mortgage Note
for
such Serviced Pari Passu Loan or Serviced B Note;
(ii) an original or copy of the Mortgage and originals or
copies of any intervening assignments thereof showing a
complete
chain of assignment from the originator of the Mortgage Loan or
Serviced Whole Loan to the applicable Mortgage Loan Seller (or
the
most recent assignee of record), in each case with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form, executed by the Mortgage Loan Seller (or the most recent
assignee of record) in blank or to "Wells Fargo Bank, N.A., as
Trustee for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates,
Series
2005-C2"; provided, if the related Mortgage has been recorded in
the
name of MERS or its designee, no Assignment of Mortgage in favor
of
the Trustee will be required to be prepared or delivered and
instead, the Mortgage Loan Seller shall take all actions as are
necessary to cause the Trustee, on behalf of the
Certificateholders,
to be shown as (and the Trustee shall take all necessary actions
to
confirm that it is shown as) the owner of the related Mortgage
Loan
on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan or Serviced Whole Loan to the applicable Mortgage Loan
Seller,
in each case with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage), in
recordable form, executed by the applicable Mortgage Loan Seller
(or
the most recent assignee of record) in blank or to "Wells Fargo
Bank, N.A., as Trustee for the registered holders of GE
Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates,
Series 2005-C2"; provided, if the related assignment of
Assignment
of Leases has been recorded in the name of MERS or its designee,
no
assignment of Assignment of Leases in favor of the Trustee will
be
required to be prepared or delivered and instead, the Mortgage
Loan
Seller shall take all actions as are necessary to cause the
Trustee,
on behalf of the Certificateholders, to be shown as (and the
Trustee
shall take all necessary actions to confirm that it is shown as)
the
owner of the related assignment of Assignment of Leases on the
records of MERS for purposes of the system of recording transfers
of
beneficial ownership of assignments of assignment of leases
maintained by MERS;
(vi) an original or copy of any related Security Agreement
and/or loan agreement (if such item is a document separate from
the
Mortgage) and the originals or copies of any intervening
assignments
thereof showing a complete chain of assignment from the
originator
of the Mortgage Loan or Serviced Whole Loan to the applicable
Mortgage Loan Seller, in each case with evidence of recording
thereon (if recording is necessary to protect the rights of the
secured party); provided, if the related Security Agreement has
been
recorded in the name of MERS or its designee, no assignment of
Security Agreement in favor of the Trustee will be required to
be
prepared or delivered and instead, the Mortgage Loan Seller
shall
take all actions as are necessary to cause the Trustee, on behalf
of
the Certificateholders, to be shown as (and the Trustee shall
take
all necessary actions to confirm that it is shown as) the owner
of
the related assignment of Security Agreement on the records of
MERS
for purposes of the system of recording transfers of beneficial
ownership of security agreements maintained by MERS;
(vii) an original assignment of any related Security Agreement
and/or loan agreement (if such item is a document separate from
the
Mortgage), in recordable form (if recording is necessary to
protect
the rights of the secured party), executed by the applicable
Mortgage
Loan Seller (or the most recent assignee of record) in
blank or to "Wells Fargo Bank, N.A., as Trustee for the
registered
holders of GE Commercial Mortgage Corporation, Commercial
Mortgage
Pass-Through Certificates, Series 2005-C2"; provided, if the
related
Security Agreement has been recorded in the name of MERS or its
designee, no assignment of Security Agreement in favor of the
Trustee will be required to be prepared or delivered and
instead,
the Mortgage Loan Seller shall take all actions as are necessary
to
cause the Trustee, on behalf of the Certificateholders, to be
shown
as (and the Trustee shall take all necessary actions to confirm
that
it is shown as) the owner of the related assignment of Security
Agreement on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of security
agreements
maintained by MERS;
(viii) originals (with respect to the Mortgage Note) or copies
of all consolidation, assumption, modification, written
assurance
and substitution agreements, with evidence of recording
thereon,
where appropriate, in those instances where the terms or
provisions
of the Mortgage, Mortgage Note or any related security document
have
been consolidated or modified or the Mortgage Loan or Serviced
Whole
Loan has been assumed;
(ix) the original lender's title insurance policy or a
duplicate original certified by the applicable title company or
a
copy thereof in connection with the Mortgage Loan or Serviced
Whole
Loan,
together with all endorsements or riders that were issued with
or subsequent to the issuance of such policy, insuring the
priority
of the Mortgage as a first lien on the Mortgagor's interest in
the
Mortgaged Property, or if the policy has not yet been issued,
an
original or copy of a marked-up written commitment, interim
binder
or the pro forma title insurance policy marked as binding and
countersigned by the issuer or its authorized agent either on
its
face or by an acknowledged closing instruction or escrow
letter;
(x) the original or to the extent the Servicer has the
original a copy of any guaranty of the obligations of the
Mortgagor
under the Mortgage Loan or Serviced Whole Loan and any
intervening
assignments;
(xi) all UCC Financing Statements (other than UCC-3
assignments to the Trustee) and continuation statements or
copies
thereof, as filed, or in form that is complete and suitable for
filing or recording, as appropriate, or other evidence of
filing
acceptable to the Trustee sufficient to perfect (and maintain
the
perfection of) the security interest held by the originator of
the
Mortgage Loan or Serviced Whole Loan (and each assignee of
record
prior to the Trustee) in and to the personalty of the Mortgagor
at
the Mortgaged Property, and to transfer such security interest
to
the Trustee, or alternatively, a UCC acknowledgement form, UCC
search from a reputable search firm, printout from UCC 11, or
printouts from on-line confirmations; provided, if the related
UCC
Financing Statement has been recorded in the name of MERS or
its
designee, no UCC Financing Statement in favor of the Trustee will
be
required to be prepared or delivered and instead, the Mortgage
Loan
Seller shall take all actions as are necessary to cause the
Trustee,
on behalf of the Certificateholders, to be shown as (and the
Trustee
shall take all necessary actions to confirm that it is shown as)
the
owner of the related UCC Financing Statement on the records of
MERS
for purposes of the system of recording transfers of beneficial
ownership of UCC financing statements maintained by MERS;
(xii) all UCC Financing Statements (including financing
statements in lieu of continuation statements and UCC-3
financing
statements) in favor of the Trustee in form that is complete
and
suitable for filing or recording, as appropriate, acceptable to
the
Trustee sufficient to assign the security interest held by the
originator of the Mortgage Loan or Serviced Whole Loan or its
assignee, or alternatively if the UCC Financing Statements in
favor
of the Trustee have been filed or recorded, a UCC
acknowledgement
form, UCC search from a reputable search firm, printout from UCC
11,
or printouts from on-line confirmations;
(xiii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the
Mortgage, Mortgage Note or other document or instrument referred
to
above was not signed by the Mortgagor;
(xiv) with respect to the Mortgage Loans with Additional Debt
listed on Schedule 2 hereto, an original or copy of the
subordination agreement (if any), pursuant to which such
Additional
Debt will be fully subordinated to such Mortgage Loan and copies
of
the Additional Debt documents, if available;
(xv) with respect to any Mortgaged Property, the original
Environmental Insurance Policy, if applicable, or a duplicate
original or a copy thereof;
(xvi) with respect to any Mortgage Loan or Serviced Whole Loan
secured by a ground lease, an original or copy of the related
ground
lease and an original or a copy of the related ground lease
estoppel;
(xvii) reserved;
(xviii) an original or copy of any escrow agreement and/or
lock box agreement or cash management agreement;
(xix) a copy of any letter of credit for the benefit of the
lender securing such Mortgage Loan or Serviced Whole Loan;
(xx) in the case of any Whole Loan, a copy of the related
Co-Lender Agreement;
(xxi) with respect to the Non-Serviced Mortgage Loans, a copy
of the related Non-Serviced Mortgage Loan Pooling Agreement;
(xxii) Reserved;
(xxiii) an original or copy of the environmental indemnity
from the related Mortgagor, if any;
(xxiv) an
original of the related guaranty of payment under
such Mortgage Loan, if any; and
(xxv) with respect to hospitality properties, a signed copy of
the franchise agreement (if any), franchisor comfort letter (if
any)
and transfer documents for such comfort letter;
provided, however, that whenever the term
"Mortgage File" is used to refer to
documents held by the Trustee, or a
Custodian appointed thereby, such term shall
not be deemed to include such documents and
instruments required to be included
therein unless they are actually received
by the Trustee or a Custodian
appointed thereby; provided, further,
however, that on the Closing Date, with
respect to item (iii), the related Mortgage
Loan Seller has delivered to the
Trustee a copy of such Assignment of
Mortgage in blank and has retained the
completed Assignment of Mortgage for
recording as described below, unless such
Mortgage has been recorded in the name of
MERS or its designee.
With respect to any Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met
by the delivery by the applicable
Mortgage Loan Seller of copies of the
documents specified above (other than the
Mortgage Note (and all intervening
endorsements) evidencing such Non-Serviced
Mortgage Loan, with respect to which the
original shall be required), including
a copy of the Mortgage securing such
Non-Serviced Mortgage Loan.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and
from time to time held in the Trust
Fund. As used herein, the term "Mortgage
Loan" includes the related Mortgage
Note, Mortgage and other documents
contained in the related Mortgage File and
any related agreements.
"Mortgage Loan Checklist": The table of contents provided by
each
Mortgage Loan Seller with each closing
binder delivered to the Trustee pursuant
to Section 2.02.
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan
Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title
and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
the Trust Fund, attached hereto as
Exhibit B, which list sets forth the
following information with respect to each
Mortgage Loan:
(i) the loan i.d. number (as specified in Annex A to the
Prospectus);
(ii) the Sponsor's name (as specified in Annex A to the
Prospectus);
(iii) the street address (including city, state and zip code)
and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(xi) the applicable Administrative Fee Rate;
(xii) the applicable Servicing Fee Rate;
(xiii) whether the Mortgage Loan is an Actual/360 Mortgage
Loan;
(xiv) Reserved;
(xv) Reserved;
(xvi) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvii) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xviii) the originator of such Mortgage Loan;
(xix) whether such Mortgage Loan has a guarantor;
(xx) the number of units, pads, rooms or square footage with
respect to the Mortgaged Property;
(xxi) whether such Mortgage Loan's Principal Balance is
secured by a letter of credit (excluding any letter of credit
provided in lieu of cash reserves);
(xxii) whether such Mortgage Loan is insured by an
Environmental Insurance Policy; and
(xxiii) the applicable Loan Group to which such Mortgage Loan
belongs.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii)
above for all of the Mortgage Loans.
Such list may be in the form of more than
one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) General Electric Capital
Corporation, a Delaware corporation or its
respective successors in interest,
(2) German American Capital Corporation, a
Maryland corporation, or its
respective successors in interest and (3)
Bank of America, N.A., a national
banking association, or its respective
successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a
Mortgage Loan, Serviced Pari Passu Loan or
Serviced B Note, together with any rider,
addendum or amendment thereto.
"Mortgage Pool": All of the Mortgage Loans and any successor
REO
Mortgage Loans, collectively. The Mortgage
Pool does not include the 125 West
55th Street Pari Passu Loans, the General
Motors Building Pari Passu Loans, the
General Motors Building B Note, the Loews
Miami Beach Pari Passu Loans, the
Wellpoint Office Tower Pari Passu Loans or
any REO Loan related to any of such
Pari Passu Loans or B Notes.
"Mortgage Rate": With respect to: (i) any Mortgage Loan,
Serviced
Pari Passu Loan or Serviced B Note (or
successor REO Loan) on or prior to its
Maturity Date, the annual rate at which
interest is scheduled (in the absence of
a default) to accrue on such Mortgage Loan
from time to time in accordance with
the related Mortgage Note and applicable
law, exclusive of any default rate;
(ii) any Mortgage Loan, Serviced Pari Passu
Loan or Serviced B Note (or
successor REO Loan) after its Maturity
Date, the annual rate described in clause
(i) above determined without regard to the
passage of such Maturity Date;
provided, however, that if any Mortgage
Loan does not accrue interest on the
basis of a 360 day year consisting of
twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates,
the Mortgage Rate of such Mortgage
Loan for any one-month period preceding a
related Due Date will be the
annualized rate at which interest would
have to accrue in respect of such
Mortgage Loan on the basis of a 360-day
year consisting of twelve 30-day months
in order to produce the aggregate amount of
interest actually accrued (exclusive
of Default Interest) in respect of such
Mortgage Loan during such one-month
period at the related Mortgage Rate;
provided, further, however, that with
respect to each Interest Reserve Loan, the
Mortgage Rate for the one month
period (A) preceding the Due Dates that
occur in January and February in any
year which is not a leap year or preceding
the Due Date that occurs in February
in any year which is a leap year will be
determined exclusive of the Withheld
Amounts from that month, and (B) preceding
the Due Date in March will be
determined inclusive of the amounts
withheld from the immediately preceding
February and, if applicable, January.
"Mortgaged Property": The fee or leasehold interest, as
applicable,
in the real property subject to the lien of
a Mortgage together with
improvements thereon.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has
acquired the related Mortgaged Property
and assumed the obligations of the original
obligor under the Mortgage Note.
"Net Cash Flow": With respect to any Mortgaged Property, the
total
operating revenues derived from such
Mortgaged Property, minus the total fixed
and variable operating expenses, capital
expenditures such as reserves, tenant
improvements and leasing commissions,
incurred in respect of such Mortgaged
Property (subject to adjustments for, among
other things, (i) non-cash items
such as depreciation and amortization, and
(ii) debt service on loans secured by
the Mortgaged Property).
"Net Investment Earnings": With respect to either the
Certificate
Account or the REO Account for any period
from any Distribution Date to the
immediately succeeding P&I Advance
Date, the amount, if any, by which the
aggregate of all interest and other income
realized during such period on funds
relating to the Trust Fund held in such
account, exceeds the aggregate of all
losses, if any, incurred during such period
in connection with the investment of
such funds in accordance with Section
3.06.
"Net Investment Loss": With respect to either the Certificate
Account or any REO Account for any period
from any Distribution Date to the
immediately succeeding P&I Advance
Date, the amount by which the aggregate of
all losses, if any, incurred during such
period in connection with the
investment of funds relating to the Trust
Fund held in such account in
accordance with Section 3.06, exceeds the
aggregate of all interest and other
income realized during such period on such
funds.
"Net Mortgage Rate": With respect to any Mortgage Loan (or
related
REO Loan), as of any date of determination,
a rate per annum equal to the
related Mortgage Rate in effect from time
to time, minus the Administrative Cost
Rate. For purposes of calculating the
Pass-Through Rate for each Class of
Certificates from time to time, the Net
Mortgage Rate for any Mortgage Loan will
be calculated without regard to any
modification, waiver or amendment of the
terms of such Mortgage Loan subsequent to
the Closing Date, whether agreed to by
the Special Servicer or resulting from a
bankruptcy, insolvency or similar
proceeding involving the Mortgagor.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net
Operating Income will be calculated in
accordance with the standard definition of
"Net Operating Income" endorsed and
put forth by the Mortgage Bankers
Association and the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the
Lower-Tier REMIC, including any lease
renewed, modified or extended on behalf of
the Trust and, in the case of any
Serviced Whole Loan, the holders of any
related Serviced Pari Passu Loan or
Serviced B Note, if the Trust has the right
to renegotiate the terms of such
lease.
"Non-Offered Certificates": The Class X-C, Class F, Class G,
Class
H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class
R and Class LR Certificates.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a
Mortgage Loan or REO Loan which, in the
reasonable judgment of the Servicer, the
Special Servicer or the Trustee, as
applicable, will not be ultimately
recoverable, together with any accrued and
unpaid interest thereon, from Late
Collections or any other recovery on or in
respect of such Mortgage Loan, Serviced
Whole Loan or REO Loan. The
determination by the Servicer, the Special
Servicer or the Trustee, as
applicable, that the Servicer or the
Trustee has made a Nonrecoverable P&I
Advance or that any proposed P&I
Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate
delivered to the Trustee, the Directing
Certificateholder, and the Depositor
(and the Special Servicer in the case of
the Servicer, and the Servicer in the
case of the Special Servicer), in the case
of the Servicer or the Special
Servicer, and to the Depositor and the
Directing Certificateholder, in the case
of the Trustee. The Officer's Certificate
shall set forth such determination of
nonrecoverability and the considerations of
the Servicer, the Special Servicer
or the Trustee, as applicable, forming the
basis of such determination (which
shall include but shall not be limited to
information, to the extent available,
such as related income and expense
statements, rent rolls, occupancy status,
property inspections, and shall include an
Appraisal of the related Mortgage
Loan or Mortgaged Property, the cost of
which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The
Trustee shall be entitled to conclusively
rely on the Servicer's determination that a
P&I Advance is or would be a
Nonrecoverable Advance. The Servicer and
Trustee shall conclusively rely on the
Special Servicer's determination that a
P&I Advance is or would be a
Nonrecoverable Advance; provided, however,
that in the absence of such
determination, each other party to this
Agreement shall be entitled to make its
own determination that any P&I Advance
previously made or proposed to be made is
a Nonrecoverable Advance and in no event
shall an affirmative determination by
the Special Servicer that a previously made
or proposed P&I Advance is or would
be ultimately recoverable, together with
any accrued and unpaid interest
thereon, from Late Collections or any other
recovery on or in respect of such
Mortgage Loan, Serviced Whole Loan or REO
Loan be binding on any other party to
this Agreement.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced
Whole Loan or REO Property which, in the
reasonable judgment of the Servicer, the
Special Servicer or the Trustee, as the
case may be, will not be ultimately
recoverable, together with any accrued and
unpaid interest thereon, from Late
Collections or any other recovery on or in
respect of such Mortgage Loan, Serviced
Whole Loan or REO Property. The
determination by the Servicer, the Special
Servicer or the Trustee, as the case
may be, that it has made a Nonrecoverable
Servicing Advance or that any proposed
Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance,
shall be evidenced by an Officer's
Certificate delivered to the Trustee, the
Servicer (in the case of the Special
Servicer), the Special Servicer (in the
case of the Servicer), the Directing
Certificateholder and the Depositor (and in
the case of a Serviced Whole Loan, the
holders of any related Serviced Pari
Passu Loan or Serviced B Note), in the case
of the Servicer or the Special
Servicer, and to the Depositor, the
Directing Certificateholder, the Servicer
and the Special Servicer (and in the case
of a Serviced Whole Loan, the holders
of any related Serviced Pari Passu Loan or
Serviced B Note), in the case of the
Trustee. The Officer's Certificate shall
set forth such determination of
nonrecoverability and the considerations of
the Servicer, the Special Servicer
or the Trustee, as applicable, forming the
basis of such determination (which
shall include but shall not be limited to
information, to the extent available,
such as related income and expense
statements, rent rolls, occupancy status and
property inspections and shall include an
Appraisal of the related Mortgaged
Property, the cost of which Appraisal shall
be advanced by the Servicer as a
Servicing Advance). The Trustee shall be
entitled to conclusively rely on the
Servicer's determination that a Servicing
Advance is or would be a
Nonrecoverable Advance. The Servicer and
Trustee shall conclusively rely on the
Special Servicer's determination that a
Servicing Advance is or would be a
Nonrecoverable Advance; provided, however,
that in the absence of such
determination, each other party to this
Agreement shall be entitled to make its
own determination that any Servicing
Advance previously made or proposed to be
made is a Nonrecoverable Advance and in no
event shall an affirmative
determination by the Special Servicer that
a previously made or proposed
Servicing Advance is or would be ultimately
recoverable, together with any
accrued and unpaid interest thereon, from
Late Collections or any other recovery
on or in respect of such Mortgage Loan,
Serviced Whole Loan or REO Loan be
binding on any other party to this
Agreement.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-C, Class F,
Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class
P, Class Q, Class R or Class LR
Certificate.
"Non-Serviced Mortgage Loan": Any of the General Motors
Building
Mortgage Loan, the Loews Miami Beach
Mortgage Loan or the Wellpoint Office Tower
Mortgage Loan.
"Non-Serviced Mortgage Loan Pooling Agreement": The pooling and
servicing agreement related to the COMM
2005-LP5 Commercial Mortgage
Pass-Through Certificates.
"Non-Serviced Mortgage Loan Primary Servicing Fee": With respect
to
a Non-Serviced Mortgage Loan, the servicer
fee applicable to such Non-Serviced
Mortgaged Loan as provided in the related
Non-Serviced Mortgage Loan Pooling
Agreement, which is a rate per annum equal
to 0.02%.
"Non-Serviced Mortgage Loan Primary Servicing Fee Rate": The rate
at
which the Non-Serviced Mortgage Loan
Primary Servicing Fee accrues, as set forth
in the Non-Serviced Mortgage Loan Pooling
and Servicing Agreement.
"Non-Serviced Mortgage Loan Servicer": Midland Loan Services,
Inc.
"Non-Serviced Mortgage Loan Special Servicer": LNR Partners,
Inc.
"Non-Serviced Mortgage Loan Trustee": Wells Fargo Bank, N.A.
"Non-Serviced Mortgaged Property": Any of the General Motors
Building Mortgaged Property, the Loews
Miami Beach Mortgaged Property or the
Wellpoint Office Tower Mortgaged
Property.
"Non-Serviced Whole Loan": Any of the General Motors Building
Whole
Loan, the Loews Miami Beach Whole Loan or
the Wellpoint Office Tower Whole Loan.
"Non-U.S. Person": Any Person (a) other than a U.S. Person,
unless,
with respect to the Transfer of a Residual
Certificate, (i) such Person holds
such Residual Certificate in connection
with the conduct of a trade or business
within the United States and furnishes the
Transferor and the Certificate
Registrar with an effective Internal
Revenue Service Form W-8ECI (or successor
form), (ii) the Transferee delivers to both
the Transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
such Transfer is in accordance with the
requirements of the Code and the
regulations promulgated thereunder and that
such Transfer of the Residual
Certificate will not be disregarded for
federal income tax purposes, or (b) who
is a U.S. Person if income of such Person
with respect to such Residual
Certificate is attributable to a foreign
permanent establishment or fixed base,
within the meaning of an applicable income
tax treaty, of such Person or any
other U.S. Person.
"Notional Amount": As of any date of determination: (i) with
respect
to all of the Class X-C Certificates as a
Class, the Class X-C Notional Amount
as of such date of determination; (ii) with
respect to any Class X-C
Certificate, the product of the Percentage
Interest evidenced by such
Certificate and the Class X-C Notional
Amount as of such date of determination;
(iii) with respect to all of the Class X-P
Certificates as a Class, the Class
X-P Notional Amount as of such date of
determination, (iv) with respect to any
Class X-P Certificate, the product of the
Percentage Interest evidenced by such
Certificate and the Class X-P Notional
Amount as of such date of determination
and (v) with respect to any Component, as
set forth in the definition of such
Component.
"Offered Certificates": The Class A, Class A-J, Class B, Class
C,
Class D, Class E and Class X-P
Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Servicer or the Special Servicer, as
the case may be, or a Responsible
Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the
Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered
to the Trustee, except that any
opinion of counsel relating to (a) the
qualification of the Upper-Tier REMIC or
Lower-Tier REMIC, (b) compliance with the
REMIC Provisions, (c) the resignation
of the Servicer, the Special Servicer or
the Depositor pursuant to Section 6.04
or (d) any opinion with respect to
enforceability, must be an opinion of counsel
who is in fact Independent of the
Depositor, the Servicer or the Special
Servicer, as applicable.
"Option Price": As defined in Section 3.18(c).
"Original Certificate Balance": With respect to any Class of
Regular
Certificates (other than the Class X
Certificates), the initial aggregate
principal amount thereof as of the Closing
Date, in each case as specified in
the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the
initial principal amount thereof as of
the Closing Date, in each case as specified
in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X-C and
Class
X-P Notional Amounts, the initial Notional
Amounts thereof as of the Closing
Date, as specified in the Preliminary
Statement.
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection
with the origination of the related
Mortgage Loan or Serviced Whole Loan.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or
Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the second Business Day prior to such
Distribution Date.
"Pari Passu Loan": Any of the 125 West 55th Street Pari Passu
Loans,
the General Motors Building Pari Passu
Loans, the Loews Miami Beach Pari Passu
Loans or the Wellpoint Office Tower Pari
Passu Loans.
"Pass-Through Rate": With respect to any Distribution Date, any
of
the Class A-1 Pass-Through Rate, the Class
A-2 Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-AB
Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-1A Pass-Through Rate, the
Class A-J Pass-Through Rate, the
Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D
Pass-Through Rate, the Class E Pass-Through
Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class J
Pass-Through Rate, the Class K Pass-Through
Rate, the Class L Pass-Through Rate,
the Class M Pass-Through Rate, the Class N
Pass-Through Rate, the Class O
Pass-Through Rate, the Class P Pass-Through
Rate, the Class Q Pass-Through Rate,
the Class X-C Pass-Through Rate and the
Class X-P Pass-Through Rate. The
Pass-Through Rate of any Component of the
Class X Certificates shall be the
Pass-Through Rate of the Related
Certificates.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan), any amounts actually collected
thereon from the Mortgagor that
represent Late Payment Charges or Default
Interest, other than Yield Maintenance
Charges.
"Percentage Interest": As to any Certificate (other than the
Residual Certificates), the percentage
interest evidenced thereby in
distributions required to be made with
respect to the related Class. With
respect to any Regular Certificate, the
percentage interest is equal to the
Denomination of such Certificate divided by
the initial Certificate Balance or
Notional Amount, as applicable, of such
Class of Certificates as of the Closing
Date. With respect to a Residual
Certificate, the percentage interest is set
forth on the face thereof.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless
whether issued by the Depositor, the
Servicer, the Special Servicer or the
Trustee or any of their respective
Affiliates and having the required ratings,
if any, provided for in this
definition and which shall not be subject
to liquidation prior to maturity:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America, Fannie Mae, Freddie Mac or any agency or instrumentality
of
the United States of America, the obligations of which are backed
by
the full faith and credit of the United States of America that
mature in one year or less after the date of issuance; provided
that
any obligation of, or guarantee by, Fannie Mae or Freddie Mac,
other
than an unsecured senior debt obligation of Fannie Mae or
Freddie
Mac, shall be a Permitted Investment only if such investment
would
not, in and of itself, result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each of
S&P,
Fitch and (to the extent that a Serviced Pari Passu Loan has
been
deposited into a commercial mortgage securitization that is rated
by
Moody's or DBRS (and the particular related investment relates
solely to the related Serviced Whole Loan) Moody's or DBRS, as
applicable, to any Certificate (and, in the case of an
investment
that relates to a Serviced Whole Loan, any class of related
Serviced
Pari Passu Loan Securities) as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in one year or less after the
date
of issuance and are issued or held by any depository institution
or
trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State
thereof
and subject to supervision and examination by federal or state
banking authorities, so long as the commercial paper or other
short-term debt obligations of such depository institution or
trust
company are rated in the highest rating categories of each of
S&P,
Fitch and (to the extent that a Serviced Pari Passu Loan has
been
deposited into a commercial mortgage securitization that is rated
by
Moody's or DBRS and the particular investment relates solely to
the
related
Serviced Whole Loan) Moody's or DBRS, as applicable, or such
other rating as would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each such
Rating Agency to any Certificate (and in the case of an
investment
that relates to a Serviced Whole Loan, any class of related
Serviced
Pari Passu Loan Securities), as evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above
that also has a long term unsecured debt rating of at least "A"
by
S&P;
(iv) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United
States of America or any state thereof which mature in one year
or
less from the date of issuance, which debt obligations are rated
in
the highest rating categories of each of S&P, Fitch and (to
the
extent that a Serviced Pari Passu Loan has been deposited into
a
commercial mortgage securitization that is rated by Moody's or
DBRS
and the particular investment relates solely to the related
Serviced
Whole Loan) Moody's or DBRS, as applicable, or such other rating
as
would not result in the downgrading, withdrawal or qualification
of
the then-current rating assigned by each such Rating Agency to
any
Certificate (and in the case of an investment that relates to a
Serviced Whole Loan, any class of related Serviced Pari Passu
Loan
Securities) as specified in writing by each of such Rating
Agencies;
provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then-outstanding principal
amount
of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all
Permitted Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) of any
corporation or other entity organized under the laws of the
United
States or any state thereof payable on demand or on a specified
date
maturing in one year or less after the date of issuance thereof
and
which is rated in the highest rating category by each of S&P,
Fitch
and (to the extent that a Serviced Pari Passu Loan has been
deposited into a commercial mortgage securitization that is rated
by
Moody's or DBRS and the particular investment relates solely to
the
related Serviced Whole Loan) Moody's or DBRS, as applicable, or
such
other rating as would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each such
Rating Agency to any Certificate (and in the case of an
investment
that
relates to a Serviced Whole Loan, any class of related Serviced
Pari Passu Loan Securities) as specified in writing by each of
such
Rating Agencies;
(vi) any money market funds, including those managed or
advised by the Trustee or its affiliates, rated in the highest
rating categories of each of S&P, Fitch and (to the extent that
a
Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Moody's or DBRS and
the
particular investment relates to the related Serviced Whole
Loan)
Moody's or DBRS, as applicable, or such other rating as would
not
result in the downgrading, withdrawal or qualification of the
then-current rating assigned by each such Rating Agency to any
Certificate (and in the case of an investment that relates to a
Serviced Whole Loan, any class of related Serviced Pari Passu
Loan
Securities) as specified in writing by each of such Rating
Agencies;
and
(vii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which
each
of S&P,
Fitch and (to the extent that a Serviced Pari Passu Loan has
been deposited into a commercial mortgage securitization that
is
rated by Moody's or DBRS and the particular investment relates
solely to the related Serviced Whole Loan) Moody's or DBRS, as
applicable, shall have confirmed in writing that such
investment
will not, in and of itself, result in a downgrade, qualification
or
withdrawal of the then-current rating of the Certificates (and
in
the case of an investment that relates to a Serviced Whole Loan,
any
class of related Serviced Pari Passu Loan Securities) that are
currently being rated by such Rating Agency and (b) which
qualifies
as a "cash flow investment" pursuant to Section 860G(a)(6) of
the
Code;
provided, however, that in each case (a)
the investment shall have a
predetermined fixed dollar of principal due
at maturity that cannot vary or
change and (b) any such investment that
provides for a variable rate of interest
must have an interest rate that is tied to
a single interest rate index plus a
fixed spread, if any, and move
proportionately with such index; and provided,
further, however, that no such instrument
shall be a Permitted Investment (a) if
such instrument evidences principal and
interest payments derived from
obligations underlying such instrument and
the interest payments with respect to
such instrument provide a yield to maturity
at the time of acquisition of
greater than 120% of the yield to maturity
at par of such underlying obligations
or (b) if such instrument may be redeemed
at a price below the purchase price;
and provided, further, however, that no
amount beneficially owned by the
Upper-Tier REMIC or the Lower-Tier REMIC
(even if not yet deposited in the
Trust) may be invested in investments
(other than money market funds) treated as
equity interests for federal income tax
purposes, unless the Servicer receives
an Opinion of Counsel, at its own expense,
to the effect that such investment
will not adversely affect the status of
either the Upper-Tier REMIC or the
Lower-Tier REMIC under the Code or result
in imposition of a tax on either such
REMIC. Permitted Investments that are
subject to prepayment or call may not be
purchased at a price in excess of par.
"Permitted Transferee" Any Person who is a Qualified
Institutional
Buyer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Pool REO Account": A segregated custodial account or accounts
created and maintained by the Special
Servicer pursuant to Section 3.16(b) on
behalf of the Trustee in trust for the
Certificateholders, which shall be
entitled "LNR Partners, Inc., as Special
Servicer, for the benefit of Wells
Fargo Bank, N.A., as Trustee, in trust for
registered Holders of GE Commercial
Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series
2005-C2, REO Account." Any such account or
accounts shall be an Eligible
Account.
"Prepayment Assumption": A "constant prepayment rate" of 0% used
for
determining the accrual of original issue
discount, market discount and premium,
if any, on the Certificates for federal
income tax purposes.
"Prepayment Interest Excess": With respect to any Distribution
Date,
the aggregate amount, with respect to all
Mortgage Loans that were subject to
Principal Prepayment in full or in part, or
as to which Insurance Proceeds and
Condemnation Proceeds were received by the
Servicer or Special Servicer for
application to such Mortgage Loans, in each
case after the Due Date in the month
