EXHIBIT 4
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.,
Depositor
MIDLAND LOAN SERVICES, INC.,
Master Servicer No. 1
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer No. 2
MIDLAND LOAN SERVICES, INC.,
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of
December 1, 2005
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2005-LDP5
<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........................................
Section 2.05 Grantor
Trust Designations...................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master
Servicer to Act as Master 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 Accounts, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account, the Excess Interest Distribution
Account and the Floating Rate Account.......................
Section 3.05 Permitted
Withdrawals from the Certificate Accounts, the
Distribution Accounts, the Companion Distribution
Account,
the Excess Interest Distribution Account and
the Floating Rate Account...................................
Section 3.06
Investment of Funds in the Certificate Accounts and the
REO Account.................................................
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08
Enforcement of Due-on-Sale 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 Account...........................
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 Applicable Master Servicer
and Special Servicer........................................
Section 3.20
Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer
of Servicing between Master Servicer and Special
Servicer; Recordkeeping; Asset Status Report................
Section 3.22
Sub-Servicing Agreements.....................................
Section 3.23
Representations, Warranties and Covenants of the Master
Servicers...................................................
Section 3.24
Representations, Warranties and Covenants of the Special
Servicer....................................................
Section 3.25 Interest
Reserve Account.....................................
Section 3.26 Excess
Interest Distribution Account.........................
Section 3.27 Directing
Certificateholder Contact with Master Servicers....
Section 3.28
Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder.................................
Section 3.29
Intercreditor Agreements.....................................
Section 3.30 Companion
Paying Agent.......................................
Section 3.31 Companion
Register...........................................
Section 3.32 Swap
Contract................................................
Section 3.33 Certain
Matters Relating to the Future Securitization of
the Serviced Pari Passu Companion Loans.....................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s; Grant of Power of Attorney..................
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 Grantor
Trust Reporting......................................
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........................................
Section 5.06
Certificate Ownership Certification..........................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability
of the Depositor, the Master Servicers and the
Special Servicer............................................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicers or the Special Servicer....................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicers, the Special Servicer and Others..................
Section 6.04 Master
Servicers and Special Servicer Not to Resign..........
Section 6.05 Rights of
the Depositor in Respect of the Master
Servicers and the Special Servicer..........................
Section 6.06 The
Master Servicers and the Special Servicer as
Certificate Owner...........................................
Section 6.07 The
Directing Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default; Master Servicers 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
the 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
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 Use of
Agents................................................
Section 10.03 Depositor, Master Servicers and Special Servicer
to
Cooperate with Trustee......................................
Section 10.04 Appointment of REMIC
Administrators..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders...................
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; Third Party
Beneficiaries............
Section 11.09 Article and Section
Headings.................................
Section 11.10 Notices to the Rating
Agencies...............................
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2FL Certificate
Exhibit A-3 Form
of Class A-2 Certificate
Exhibit A-4 Form
of Class A-3 Certificate
Exhibit A-5 Form
of Class A-4 Certificate
Exhibit A-6 Form
of Class A-SB Certificate
Exhibit A-7 Form
of Class A-1A Certificate
Exhibit A-8 Form
of Class X-1 Certificate
Exhibit A-9 Form
of Class X-2 Certificate
Exhibit A-10 Form of
Class A-M Certificate
Exhibit A-11 Form of
Class A-J Certificate
Exhibit A-12 Form of
Class B Certificate
Exhibit A-13 Form of
Class C Certificate
Exhibit A-14 Form of
Class D Certificate
Exhibit A-15 Form of
Class E Certificate
Exhibit A-16 Form of
Class F Certificate
Exhibit A-17 Form of
Class G Certificate
Exhibit A-18 Form of
Class H Certificate
Exhibit A-19 Form of
Class J Certificate
Exhibit A-20 Form of
Class K Certificate
Exhibit A-21 Form of
Class L Certificate
Exhibit A-22 Form of
Class M Certificate
Exhibit A-23 Form of
Class N Certificate
Exhibit A-24
Form
of Class O Certificate
Exhibit A-25 Form of
Class P Certificate
Exhibit A-26 Form of
Class Q Certificate
Exhibit A-27 Form of
Class NR Certificate
Exhibit A-28 Form of
Class S Certificate
Exhibit A-29 Form of
Class R Certificate
Exhibit A-30 Form of
Class LR Certificate
Exhibit A-31 Form of
Class HG-1 Certificate
Exhibit A-32 Form of
Class HG-2 Certificate
Exhibit A-33 Form of
Class HG-3 Certificate
Exhibit A-34 Form of
Class HG-4 Certificate
Exhibit A-35 Form of
Class HG-5 Certificate
Exhibit A-36 Form of
Class HG-X 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
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I-1 Form
of Regulation S Transfer Certificate during Restricted
Period
Exhibit I-2 Form
of Regulation S Transfer Certificate after Restricted
Period
Exhibit J
Form of Purchase Option Notice
Exhibit K
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate during
Restricted Period
Exhibit L
[Reserved]
Exhibit M
[Reserved]
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after
Restricted Period
Exhibit O
Form of Transfer Certificate of Regulation S Book-Entry
Certificate to Rule 144A Global Book-Entry Certificate
during Restricted Period
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q
Form Certification to be Provided with Form 10-K
Exhibit R
[Reserved]
Exhibit S-1 Form
of Certification to be Provided to Depositor by Trustee
Exhibit S-2 Form
of Certification to be Provided to Depositor by Master
Servicer
Exhibit S-3 Form
of Certification to be Provided to Depositor by
Special Servicer
Exhibit T
Initial Companion Holders
Exhibit U
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
Exhibit V
Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit W
Trustee Certification/Exception Report
Exhibit X
Form of Assignment, Assumption and Recognition Agreement
SCHEDULES
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Class X-2 Reference Rate Schedule
Schedule 4
Class A-SB Planned Principal Balance Schedule
<PAGE>
This Pooling and Servicing Agreement (the "Agreement") is dated
and
effective as of December 1, 2005, among J.P. Morgan Chase
Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, Inc., as
Master Servicer
No. 1, GMAC Commercial Mortgage Corporation, as Master Servicer No.
2, Midland
Loan Services, Inc., as Special Servicer, and LaSalle Bank National
Association,
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 (the
"Mortgage
Loans"). As provided herein, the Trustee shall elect or shall cause
an election
to be made to treat the Trust Fund (exclusive of the Class A-2FL
Regular
Interest, the Swap Contract, the Floating Rate Account, the Excess
Interest, the
Excess Interest Distribution Account and the proceeds thereof) for
federal
income tax purposes as two separate real estate mortgage investment
conduits
(the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as described
herein).
The parties intend that the portions of the Trust Fund
representing
(i) the Excess Interest, the Excess Interest Distribution Account
and the
proceeds thereof and (ii) the Class A-2FL Regular Interest, the
Swap Contract,
the Floating Rate Account and the proceeds thereof will be treated
as a grantor
trust under subpart E of Part I of subchapter J of the Code and
that the
beneficial interests therein will be represented by the Class S
Certificates and
the Class A-2FL Certificates, respectively.
LOWER-TIER REMIC
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
Class
LA-1-5, 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-2FL-1, Class LA-2FL-2, Class LA-2FL-3, Class
LA-2-1, Class
LA-2-2, Class LA-3-1, Class LA-3-2, Class LA-4-1, Class LA-4-2,
Class LA-4-3,
Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7, Class
LA-SB-1, Class
LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class LA-M,
Class LA-J, Class LB, Class LC, Class LD, Class LE, Class LF, Class
LG-1, Class
LG-2, Class LG-3, Class LH-1, Class LH-2, Class LH-3, Class LJ-1,
Class LJ-2,
Class LJ-3, Class LK-1, Class LK-2, Class LK-3, Class LL-1, Class
LL-2, Class
LM-1, Class LM-2, Class LN, Class LO, Class LP, Class LQ-1, Class
LQ-2, Class
LNR, Class LHG-X, Class LHG-1, Class LHG-2, Class LHG-3, Class
LHG-4 and Class
LHG-5 Uncertificated Interests will evidence "regular interests" in
the
Lower-Tier REMIC created hereunder. The sole class of "residual
interests" in
the Lower-Tier REMIC will be evidenced by the Class LR
Certificates.
The following table sets forth the Original Lower-Tier
Principal
Amounts or Notional Amount and per annum rates of interest for
the
Uncertificated Lower-Tier Interests and the Class LR
Certificates:
Original
Lower-Tier
Principal Amount
Class Designation
Interest Rate or Notional
Amount
----------------------- ----------------
-------------------
Class LA-1-1
(1)
$31,163,000
Class LA-1-2
(1)
$6,725,000
Class LA-1-3
(1)
$70,690,000
Class LA-1-4
(1)
$83,962,000
Class LA-1-5
(1)
$58,020,000
Class LA-1A-1
(1)
$737,000
Class LA-1A-2
(1)
$852,000
Class LA-1A-3
(1)
$8,325,000
Class LA-1A-4
(1)
$9,574,000
Class LA-1A-5
(1)
$11,056,000
Class LA-1A-6
(1)
$33,745,000
Class LA-1A-7
(1)
$9,347,000
Class LA-1A-8
(1)
$8,976,000
Class LA-1A-9
(1)
$8,331,000
Class LA-1A-10
(1)
$51,291,000
Class LA-1A-11
(1)
$7,214,000
Class LA-1A-12
(1)
$6,933,000
Class LA-1A-13
(1)
$97,034,0000
Class LA-1A-14
(1)
$16,772,000
Class LA-1A-15
(1)
$182,888,000
Class LA-2FL-1
(1)
$58,721,000
Class LA-2FL-2
(1)
$80,759,000
Class LA-2FL-3
(1)
$60,520,000
Class LA-2-1
(1)
$287,012,000
Class LA-2-2
(1)
$10,490,000
Class LA-3-1
(1)
$60,961,000
Class LA-3-2
(1)
$110,490,000
Class LA-4-1
(1)
$157,596,000
Class LA-4-2
(1)
$198,751,000
Class LA-4-3
(1)
$83,957,000
Class LA-4-4
(1)
$61,279,000
Class LA-4-5
(1)
$55,744,000
Class LA-4-6
(1)
$57,259,000
Class LA-4-7
(1)
$781,284,000
Class LA-SB-1
(1)
$11,043,000
Class LA-SB-2
(1)
$17,610,000
Class LA-SB-3
(1)
$17,511,000
Class LA-SB-4
(1)
$18,603,000
Class LA-SB-5
(1)
$18,532,000
Class LA-SB-6
(1)
$86,156,000
Class LA-M
(1)
$419,702,000
Class LA-J
(1)
$299,038,000
Class LB
(1)
$26,231,000
Class LC
(1)
$73,448,000
Class LD
(1)
$41,970,000
Class LE
(1)
$20,985,000
Class LF
(1)
$52,463,000
Class LG-1
(1)
$5,441,000
Class LG-2
(1)
$18,302,000
Class LG-3
(1)
$12,981,000
Class LH-1
(1)
$18,508,000
Class LH-2
(1)
$20,343,000
Class LH-3
(1)
$13,612,000
Class LJ-1
(1)
$14,554,000
Class LJ-2
(1)
$24,451,000
Class LJ-3
(1)
$2,965,000
Class LK-1
(1)
$21,486,000
Class LK-2
(1)
$28,693,000
Class LK-3
(1)
$12,776,000
Class LL-1
(1)
$18,078,000
Class LL-2
(1)
$8,154,000
Class LM-1
(1)
$2,945,000
Class LM-2
(1)
$12,794,000
Class LN
(1)
$15,738,000
Class LO
(1)
$5,247,000
Class LP
(1)
$5,246,000
Class LQ-1
(1)
$7,759,000
Class LQ-2
(1)
$2,734,000
Class LNR
(1)
$52,462,779
Class LHG-X
(3)
$130,000,000
Class LHG-1
(2)
$27,000,000
Class LHG-2
(2)
$24,000,000
Class LHG-3
(2)
$40,800,000
Class LHG-4
(2)
$32,400,000
Class LHG-5
(2)
$5,800,000
Class LR
None(4)
None(3)
------------
(1) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
equal to the Pass-Through Rate of the related Class of Class HG
Certificates.
(3) The Class
HG-X Certificates do not have a Certificate Balance; rather,
such Class
of Certificates will accrue interest as provided herein on the
related
Notional Amount.
(4) 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 and/or
Class
HG
Available Distribution Amount remaining in the Lower-Tier
Distribution
Account
after distributing the Lower-Tier Regular Distribution Amount
and
the
Lower-Tier HG Distribution Amount shall be distributed to the
Holders
of the
Class LR Certificates (but only to the extent of the Available
Distribution Amount and the Lower-Tier HG Distribution Amount for
such
Distribution Date, if any, remaining in the Lower-Tier
Distribution
Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
Class
A-1A, Class X-1, Class X-2, Class A-M, Class A-J, Class B, Class C,
Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N,
Class O, Class P, Class Q, Class NR, Class HG-1, Class HG-2, Class
HG-3, Class
HG-4, Class HG-5 and Class HG-X Certificates and the Class A-2FL
Regular
Interest will evidence "regular interests" in the Upper-Tier REMIC
created
hereunder. The sole Class of "residual interests" in the Upper-Tier
REMIC
created hereunder will be evidenced by the Class R
Certificates.
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
for each Class of Certificates and the Class A-2FL Regular Interest
comprising
the interests in the Upper-Tier REMIC created hereunder:
Original
Initial
Certificate
Pass-Through Balance or
Ratings(1)
Rate
Notional Amount
(S&P/Moody's/Fitch)
------------
---------------
-------------------
Class A-1
Certificates(2)
5.0350%
$250,560,000
AAA/Aaa/AAA
Class A-2FL Regular
Interest(2)(3)
5.0780%
$200,000,000(4)
AAA/Aaa/AAA(5)
Class A-2
Certificates(2)
5.1980%
$297,502,000
AAA/Aaa/AAA
Class A-3
Certificates(2)
5.2082%(6) $171,451,000
AAA/Aaa/AAA
Class A-4
Certificates(2)
5.1792%(7)
$1,395,870,000
AAA/Aaa/AAA
Class A-SB
Certificates(2)
5.1692%(8) $169,455,000
AAA/Aaa/AAA
Class A-1A
Certificates(2)
5.1812%(9) $453,075,000
AAA/Aaa/AAA
Class A-M
Certificates
5.2212%(10) $419,702,000
AAA/Aaa/AAA
Class A-J
Certificates
5.3002%(11) $299,038,000
AAA/Aaa/AAA
Class B Certificates 5.3342%(12)
$26,231,000
AA+/Aa1/AA+
Class C Certificates 5.3342%(12)
$73,448,000
AA/Aa2/AA
Class D Certificates 5.3342%(12)
$41,970,000
AA-/Aa3/AA-
Class E Certificates 5.3342%(12)
$20,985,000
A+/A1/A+
Class F Certificates 5.3342%(12)
$52,463,000
A/A2/A
Class G Certificates 5.3342%(12)
$36,724,000
A-/A3/A-
Class H Certificates 5.3342%(12)
$52,463,000
BBB+/Baa1/BBB+
Class J Certificates 5.3342%(12)
$41,970,000
BBB/Baa2/BBB
Class K Certificates 5.3342%(12)
$62,955,000
BBB-/Baa3/BBB-
Class L Certificates 4.9260%(13)
$26,232,000
BB+/*/BB+
Class M Certificates 4.9260%(13)
$15,739,000
BB/*/BB
Class N Certificates 4.9260%(13)
$15,738,000
BB-/*/BB-
Class O Certificates 4.9260%(13)
$5,247,000
B+/*/B+
Class P Certificates 4.9260%(13)
$5,246,000
B/*/B
Class Q Certificates 4.9260%(13)
$10,493,000
B-/*/B-
Class NR Certificates 4.9650%(13)
$52,462,779
*/*/*
Class HG-1
Certificates
5.5560%(14) $27,000,000
*/Ba3/*
Class HG-2 Certificates 5.5560%(14) $24,000,000
*/B1/*
Class HG-3 Certificates 5.5560%(14) $40,800,000
*/B2/*
Class HG-4 Certificates 5.5560%(14) $32,400,000
*/B3/*
Class HG-5 Certificates 5.5560%(14) $5,800,000
*/*/*
Class HG-X Certificates 0.0810%
$130,000,000(15) */Ba3/*
Class R Certificates
N/A(16)
N/A(16)
*/*/*
Class X-1 Certificates 0.0333%(17) $4,197,019,779(18) AAA/Aaa/AAA
Class X-2 Certificates 0.1146%(17) $4,112,657,000(18) AAA/Aaa/AAA
------------
(1) The
Certificates marked with an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes
of making distributions to the Class A-1, Class A-2, Class
A-3, Class A-4,
Class A-SB and Class A-1A Certificates and the Class A-2FL
Regular
Interest, the pool of Mortgage Loans will be deemed to consist
of
two
distinct Loan Groups, Loan Group 1 and Loan Group 2.
(3) The Class
A-2FL Regular Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-2FL Certificates in exchange therefor.
(4) The
Certificate Balance of the Class A-2FL Certificates will be equal
at
all times
to the Certificate Balance of the Class A-2FL Regular Interest.
The
Original Certificate Balance of the Class A-2FL Certificates will
be
equal to
$200,000,000.
(5) The Class
A-2FL Regular Interest will not be rated. The ratings shown are
with
respect to the Class A-2FL Certificates and only reflect receipt
of
interest
at the Class A-2FL Regular Interest Pass-Through Rate.
(6) The
Pass-Through Rate for any Distribution Date for the Class A-3
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1260%.
(7) The
Pass-Through Rate for any Distribution Date for the Class A-4
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1550%.
(8) The
Pass-Through Rate for any Distribution Date for the Class A-SB
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1650%.
(9) The
Pass-Through Rate for any Distribution Date for the Class A-1A
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1530%.
(10) The Pass-Through
Rate for any Distribution Date for the Class A-M
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1130%.
(11) The Pass-Through
Rate for any Distribution Date for the Class A-J
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.0340%.
(12) The Pass-Through
Rate for any Distribution Date for the Class B, Class C,
Class D,
Class E, Class F, Class G, Class H, Class J and Class K
Certificates will be the Weighted Average Net Mortgage Rate.
(13) Subject to a
maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(14) The Pass-Through
Rate for each of the Class HG-1, Class HG-2, Class HG-3,
Class HG-4
and Class HG-5 Certificates for any Distribution Date will be
equal to
the Class HG-1 Pass-Through Rate, the Class HG-2 Pass-Through
Rate, the
Class HG-3 Pass-Through Rate, the Class HG-4 Pass-Through Rate
and the
Class HG-5 Pass-Through Rate, respectively, in each case, as
defined
herein.
(15) The Class HG-X
Certificates will not have a Certificate Balance; rather,
such Class
of Certificates will accrue interest as provided herein on the
related
Notional Amount.
(16) 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.
(17) The Pass-Through
Rate on the Class X-1 and Class X-2 Certificates will be
based on
the weighted average interest strip rates of the respective
components
of the Class X-1 and Class X-2 certificates.
(18) The Class X-1 and
Class X-2 Certificates will not have a Certificate
Balance;
rather, each such Class of Certificates will accrue interest as
provided
herein on the related Class X-1 Notional Amount and Class X-2
Notional
Amount, as applicable.
As of the close of business on the Cut-off Date, the Mortgage
Loans
(not including the Houston Galleria Trust Subordinate Companion
Loan) had an
aggregate principal balance, after application of all payments of
principal due
on or before such date, whether or not received, equal to
$4,196,426,780. As of
the close of business on the Cut-off Date, the Houston Galleria
Trust
Subordinate Companion Loan had a principal balance, after
application of all
payments of principal due on or before such date, whether or not
received, equal
to $130,000,000.
The Houston Galleria Pari Passu Companion Loan, the Houston
Galleria
Non-Trust Subordinate Companion Loan, the Intech One & Two
Companion Loan, the
Lincoln Park Town Home Companion Loan, the Brookdale Office
Portfolio Companion
Loan, the Jordan Creek Companion Loan and the 30 West Monroe
Companion Loan
(collectively, the "Companion Loans") are not part of the Trust
Fund, but are
secured by the same Mortgage that secures the related Mortgage Loan
(each, other
than the Houston Galleria Loan, an "AB Mortgage Loan" and,
collectively, the "AB
Mortgage Loans") that is part of the Trust Fund. The Houston
Galleria Whole Loan
consists of the Houston Galleria Loan, the Houston Galleria Pari
Passu Companion
Loan, the Houston Galleria Non-Trust Subordinate Companion Loan and
the Houston
Galleria Trust Subordinate Companion Loan. The Houston Galleria
Loan and the
Houston Galleria Pari Passu Companion Loan are pari passu with each
other and
the Houston Galleria Non-Trust Subordinate Companion Loan and the
Houston
Galleria Trust Subordinate Companion Loan are subordinate to such
loans. The
Houston Galleria Trust Subordinate Companion Loan is subordinate to
the Houston
Galleria Loan, the Houston Galleria Pari Passu Loan and the Houston
Galleria
Non-Trust Subordinate Companion Loan. The Houston Galleria Loan and
the Houston
Galleria Trust Subordinate Companion Loan are part of the Trust
Fund. As and to
the extent provided herein, the Companion Loans will be serviced
and
administered in accordance with this Agreement. Amounts
attributable to the
Companion Loans will not be assets of the Trust Fund, and (except
to the extent
that such amounts are payable or reimbursable to any party to this
Agreement)
will be owned by the related Companion Holders.
In consideration of the mutual agreements herein contained, the
parties hereto 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.
"30 West Monroe AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 39.
"30 West Monroe Companion Loan": That certain loan evidenced by
a
promissory B note, which is not an asset of the Trust Fund, secured
by the
Mortgaged Property securing the 30 West Monroe AB Mortgage
Loan.
"30 West Monroe Intercreditor Agreement": That certain
Intercreditor
Agreement Among Noteholders, dated as of August 18, 2005, by and
between The
Variable Annuity Life Insurance Company, as the B Note Holder, and
AIG Mortgage
Capital, LLC, as the A Note Holder.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in
the
Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan,
a
default under the related Mortgage Loan documents arising by reason
of any
failure on the part of the related Mortgagor to maintain with
respect to the
related Mortgaged Property specific insurance coverage with respect
to, or an
all-risk casualty insurance policy that does not specifically
exclude, terrorist
or similar acts, and/or any failure on the part of the related
Mortgagor to
maintain with respect to the related Mortgaged Property insurance
coverage with
respect to damages or casualties caused by terrorist or similar
acts upon terms
not materially less favorable than those in place as of December
28, 2005, as to
which default the applicable Master Servicer and the Special
Servicer may
forbear taking any enforcement action, provided, that the
applicable Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or
the Special
Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, may
forbear taking any enforcement actions if the applicable Master
Servicer or the
Special Servicer, if applicable, has determined, in its reasonable
judgment,
based on inquiry consistent with the Servicing Standards and, in
the case of
specially Serviced Mortgage Loans, subject to the consent of the
Directing
Certificateholder, that either (a) such insurance is not available
at
commercially reasonable rates and that such hazards are not at the
time commonly
insured against for properties similar to the related Mortgaged
Property and
located in or around the region in which such related Mortgaged
Property is
located, or (b) such insurance is not available at any rate;
provided, however,
the Directing Certificateholder will not have more than 30 days to
respond to
the Special Servicer's request for consent; provided further, that
upon the
Master Servicer's or the Special Servicer's, as applicable,
determination,
consistent with the Servicing Standards, that exigent circumstances
do not allow
the Master Servicer or the Special Servicer, as applicable, to wait
for the
consent of the Directing Certificateholder, the Master Servicer or
the Special
Servicer, as applicable, will not be required to do so. The Master
Servicer or
the Special Servicer, as applicable, shall be entitled to rely on
insurance
consultants in making determinations described above. The costs of
such
insurance consultants shall be paid from the applicable Certificate
Account as a
Servicing Advance to the extent the Mortgage Loan documents do not
prohibit such
amounts from being collected from the related Mortgagor and
otherwise as an
expense of the Trust Fund. In no event shall a Workout Fee be
payable in
connection with the resolution of an Acceptable Insurance
Default.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Certificates (other than the Class A-2FL,
Class S and
Residual Certificates) and the Class A-2FL Regular Interest, an
amount equal to
interest for the related Interest Accrual Period at the
Pass-Through Rate of
such Class of Certificates or Class A-2FL Regular Interest, as
applicable, for
such Distribution Date, accrued on the related Certificate Balance
(or with
respect to the Class X-1 and Class X-2 Certificates, the Notional
Amount of such
Class) 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 or
Houston
Galleria Collateral Support Deficit, as applicable, 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 Certificate
Interest, except
with respect to the Class HG Certificates, shall be calculated on
the basis of a
360-day year consisting of twelve 30-day months. Accrued
Certificate Interest
with respect to the Class HG Certificates shall be calculated on
the basis of
the actual number of days in the related Interest Accrual Period
and a 360-day
year.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"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 1 hereto, as
increased or
decreased from time to time pursuant to the terms of the related
subordinate
loan documents (including any subordination agreement).
"Additional Exclusions": Exclusions in addition to those
customarily
found in the insurance policies for mortgaged properties similar to
the
Mortgaged Properties on September 11, 2001.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the
sum of the 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 and in
the same manner as interest is calculated on such 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(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"AIG Mortgage Capital, LLC": AIG Mortgage Capital, LLC, a
Delaware
limited liability company, or its successor in interest.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that
is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date
upon which such Mortgage Loan commences accruing interest at such
Revised Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"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 and the State of Illinois and (b) 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, or, in
connection with an
Appraisal Reduction, a valuation meeting the requirements of clause
(b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than the Jordan Creek AB Mortgage Loan) and
the Houston
Galleria Whole Loan as to which an Appraisal Reduction Event has
occurred, will
be an amount calculated by the applicable Master Servicer, based
upon the
appraised value determined by the Special Servicer, in consultation
with the
Directing Certificateholder, as of the first Determination Date
that is at least
10 Business Days following the date on which the Special Servicer
receives and
delivers to the applicable Master Servicer the related Appraisal,
equal to the
excess of (a) the Stated Principal Balance of such Mortgage Loan,
any related
Companion Loan or the Houston Galleria Whole Loan, as applicable,
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 with respect
to any
Mortgage Loan or the Houston Galleria Whole Loan, as applicable
(together with
any other Mortgage Loan cross-collateralized with such Mortgage
Loan), with an
outstanding principal balance equal to or in excess of $2,000,000
(the costs of
which shall be paid by the applicable Master Servicer as a
Servicing Advance) or
(2) by an internal valuation performed by the Special Servicer with
respect to
any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized
with such Mortgage Loan) with an outstanding principal balance less
than
$2,000,000 minus (except for purposes of determining the
Controlling Holder on
the Houston Galleria Companion Loans or the Brookdale Office
Portfolio Companion
Loans), with respect to any Appraisals, such downward adjustments
as the Special
Servicer may make (without implying any obligation to do so) based
upon its
review of the Appraisal and any other information it deems
relevant, and (B) all
escrows, letters of credit and reserves in respect of such Mortgage
Loan or the
Houston Galleria Whole Loan, as applicable, as of the date of
calculation over
(ii) the sum of, as of the Due Date occurring in the month of the
date of
determination, (A) to the extent not previously advanced by the
applicable
Master Servicer or the Trustee, all unpaid interest due on such
Mortgage Loan or
the Houston Galleria Whole Loan, as applicable, at a per annum rate
equal to its
Mortgage Rate (and any accrued and unpaid interest on any related
Companion
Loan), (B) all unreimbursed Advances that have not been, or were
not, reimbursed
out of collections on such Mortgage Loan or the Houston Galleria
Whole Loan, as
applicable, and interest thereon at the Reimbursement Rate in
respect of such
Mortgage Loan or the Houston Galleria Whole Loan, as applicable,
and (C) all
currently due and unpaid real estate taxes, assessments, insurance
premiums,
ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid
with respect to such Mortgage Loan or the Houston Galleria Whole
Loan, as
applicable (which taxes, premiums, ground rents and other amounts
have not been
the subject of an Advance by the applicable Master 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 60
days of the Appraisal Reduction Event (or with respect to the
Appraisal
Reduction Events set forth in clauses (i) and (vi) of the
definition of
Appraisal Reduction Event, within 120 days or 90 days,
respectively, after the
initial delinquency for the related Appraisal Reduction Event), the
amount of
the Appraisal Reduction shall (except for purposes of determining
the
Controlling Holder on the Houston Galleria Companion Loans or the
Brookdale
Office Portfolio Companion Loans) be deemed to be an amount equal
to 25% of the
current Stated Principal Balance of the related Mortgage Loan (or
AB Mortgage
Loan and its related Companion Loan in the case of an AB Mortgage
Loan) or the
Houston Galleria Whole Loan, as applicable, until such time as such
appraisal or
valuation referred to above is received and the Appraisal Reduction
is
calculated. Within 60 days after the Appraisal Reduction Event, the
Special
Servicer shall order and receive an Appraisal (the cost of which
shall be paid
by the applicable Master Servicer as a Servicing Advance);
provided, however,
that with respect to an Appraisal Reduction Event as set forth in
clause (i) of
the definition of Appraisal Reduction Event, the Special Servicer
shall order
and receive such Appraisal within the 120-day period set forth in
such clause
(i), which Appraisal shall be delivered by the Special Servicer to
the
applicable Master Servicer, the Directing Certificateholder and the
Trustee.
With respect to each Mortgage Loan (other than the Jordan Creek
AB
Mortgage Loan) and the Houston Galleria Whole Loan as to which an
Appraisal
Reduction has occurred (unless such Mortgage Loan or the Houston
Galleria Whole
Loan, as applicable, has become a Corrected Mortgage Loan (for such
purposes
taking into account any amendment or modification of such Mortgage
Loan or the
Houston Galleria Whole Loan)), the Special Servicer shall, within
thirty (30)
days of each anniversary of the related Appraisal Reduction Event,
order an
Appraisal (which may be an update of a prior Appraisal), the cost
of which shall
be paid by the applicable Master Servicer as a Servicing Advance or
conduct an
internal valuation, as applicable. Based upon such Appraisal or
internal
valuation of the Special Servicer, the applicable Master Servicer
shall
redetermine (in consultation with the Directing Certificateholder)
and report to
the Directing Certificateholder, the Special Servicer, and the
Trustee the
amount of the Appraisal Reduction with respect to such Mortgage
Loan, Companion
Loan or the Houston Galleria Whole Loan, as applicable, and such
redetermined
Appraisal Reduction shall replace the prior Appraisal Reduction
with respect to
such Mortgage Loan, Companion Loan or the Houston Galleria Whole
Loan, as
applicable. The Directing Certificateholder shall have 10 Business
Days to
review each calculation of an Appraisal Reduction. Notwithstanding
the
foregoing, the Special Servicer will not be required to obtain an
Appraisal or
conduct an internal valuation, as applicable, with respect to a
Mortgage Loan or
the Houston Galleria Whole Loan which is the subject of an
Appraisal Reduction
Event to the extent the Special Servicer has obtained an Appraisal
or valuation,
as applicable, with respect to the related Mortgaged Property
within the
twelve-month period immediately prior to the occurrence of such
Appraisal
Reduction Event. Instead, the Special Servicer may use such prior
Appraisal or
valuation, as applicable, in calculating any Appraisal Reduction
with respect to
such Mortgage Loan or the Houston Galleria Whole Loan, as
applicable; provided,
that the Special Servicer is not aware of any material change to
the related
Mortgaged Property having occurred and affecting the validity of
such appraisal
or valuation, as applicable and provides notice to the applicable
Master
Servicer to use such previous Appraisal or update.
Any Mortgage Loan (other than the Jordan Creek AB Mortgage Loan)
(or
the Houston Galleria Whole Loan) previously subject to an Appraisal
Reduction,
which loan has become a Corrected Mortgage Loan (for such purposes
taking into
account any amendment or modification of such Mortgage Loan or the
Houston
Galleria Whole Loan, as applicable), and with respect to which no
other
Appraisal Reduction Event has occurred and is continuing, will no
longer be
subject to an Appraisal Reduction. Any Appraisal Reduction for the
Houston
Galleria Whole Loan shall be allocated, for purposes of determining
if a Houston
Galleria Control Appraisal Event has occurred and for determining
the amount of
any Advances to be made, as follows: first, to the Houston Galleria
Trust
Subordinate Companion Loan in an amount up to the principal balance
of the
Houston Galleria Trust Subordinate Companion Loan, second, to the
Houston
Galleria Non-Trust Subordinate Companion Loan in an amount up to
the principal
balance of the Houston Galleria Non-Trust Subordinate Companion
Loan and then,
to the Houston Galleria Loan and the Houston Galleria Pari Passu
Companion Loan,
pro rata and pari passu according to their respective Stated
Principal Balances.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan and the Houston
Galleria Whole
Loan or the related REO Property will be reduced to zero as of the
date on which
such Mortgage Loan is paid in full, liquidated, repurchased or
otherwise removed
from the Trust Fund.
With respect to the Jordan Creek Loan Pair, for any
Distribution
Date as to which an Appraisal Reduction Event has occurred,
"Appraisal
Reduction" will be the amount calculated pursuant to the definition
of
"Appraisal Reduction Amount" in the related Intercreditor
Agreement.
"Appraisal Reduction Event": With respect to any Mortgage Loan
and
the Houston Galleria Whole Loan, the earliest of (i) 120 days after
an uncured
delinquency (without regard to the application of any grace period)
occurs in
respect of such Mortgage Loan, or the Houston Galleria Whole Loan,
as
applicable, (ii) the date on which a reduction in the amount of
Monthly Payments
on such Mortgage Loan or the Houston Galleria Whole Loan, as
applicable, or a
change in any other material economic term of such Mortgage Loan or
the Houston
Galleria Whole Loan, as applicable (other than an extension of the
Maturity
Date), becomes effective as a result of a modification of such
Mortgage Loan or
the Houston Galleria Whole Loan, as applicable, by the Special
Servicer, (iii)
the date on which a receiver has been appointed, (iv) 60 days after
a Mortgagor
declares bankruptcy, (v) 60 days after the date on which an
involuntary petition
of bankruptcy is filed with respect to the related Mortgagor, if
not dismissed
within such time, (vi) 120 days (or 90 days with respect to a
Specially Serviced
Mortgage Loan) after an uncured delinquency occurs in respect of a
Balloon
Payment with respect to such Mortgage Loan or the Houston Galleria
Whole Loan,
as applicable, or (vii) immediately after such Mortgage Loan or the
Houston
Galleria Whole Loan, as applicable, 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
Certificates) have been reduced to zero. The Special Servicer shall
notify the
applicable Master Servicer, or the applicable Master Servicer shall
notify the
Special Servicer, as applicable, promptly upon the occurrence of
any of the
foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the
Mortgaged Property
securing the related Mortgage Loan or the Houston Galleria Whole
Loan made by an
Independent MAI appraiser selected by the applicable Master
Servicer or Special
Servicer, as applicable.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Excess Interest at the rate specified in
the related
Mortgage Note and the Mortgagor is required to apply excess monthly
cash flow
generated by the related Mortgaged Property to the repayment of the
outstanding
principal balance on such Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"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
related Due Date
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 has not
become due, after giving effect to any reduction in the principal
balance
thereof occurring in connection with a modification of such
Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and
(b) interest
on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Trustee or any of its agents
appointed
to act as Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any
Distribution
Date and the Majority Mortgage Loans, an amount equal to the sum of
(without
duplication):
(a) the aggregate amount relating to the Majority Mortgage Loans
on
deposit in
each Certificate Account (exclusive of any Net Investment
Earnings
contained therein and exclusive of any amount on deposit in or
credited
to any portion of each Certificate Account that is held for the
benefit of
the Companion Holders) and the Lower-Tier Distribution Account
(without
regard to any payments made to or received from the Swap
Counterparty) as of the close of business on the related
Determination
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 and,
with
respect to the first Due Date, any interest amounts relating to
the
period prior to, but due after, the applicable Cut-off Date;
(ii) all unscheduled Principal Prepayments (together with any
related
payments of interest allocable to the period following the
related Due Date for the related Mortgage Loan), Liquidation
Proceeds or Insurance and Condemnation Proceeds, in each case,
received subsequent to the related Determination Date (or, with
respect to voluntary Principal Prepayments for each Mortgage
Loan
with a Due Date occurring after the related Determination Date,
the
related Due Date);
(iii) all amounts payable or reimbursable to any Person from
each Certificate Account pursuant to clauses (ii) through
(xvii),
inclusive, and clauses (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)
through
(vii), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges; and
(vii) all amounts deposited in each Certificate Account, the
Lower-Tier Distribution Account in error;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred from the REO Account to each
Certificate
Account
for such Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the
Master
Servicers
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) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount deposited into the Distribution Account pursuant to
Section
2.01(g).
Notwithstanding the investment of funds held in the Certificate
Accounts
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.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion 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 Mortgage Loan as
of
any date of determination, the Monthly Payment payable on the
Maturity Date of
such Mortgage Loan.
"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 with respect to any Class A-1, Class A-2,
Class A-3,
Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K Certificate
and the
Class A-2FL Regular Interest, a fraction (a) whose numerator is the
greater of
(x) zero and (y) the amount by which (i) the Pass-Through Rate on
such Class of
Certificates or the Class A-2FL Regular Interest, as applicable,
exceeds (ii)
the discount rate used in accordance with the related Mortgage Loan
documents in
calculating the Yield Maintenance Charge with respect to such
Principal
Prepayment and (b) whose denominator is the amount by which (i) the
Mortgage
Rate on such Mortgage Loan exceeds (ii) the discount rate used in
accordance
with the related Mortgage Loan documents in calculating the Yield
Maintenance
Charge with respect to such Principal Prepayment. However, under
no
circumstances shall the Base Interest Fraction be greater than one.
If such
discount rate is greater than the Mortgage Rate on such Mortgage
Loan, then the
Base Interest Fraction will equal zero. Each Master Servicer shall
provide to
the Trustee the discount rate references above for purposes of
calculating the
Base Interest Fraction.
"Bid Allocation": With respect to the applicable Master Servicer
and
each Sub-Servicer therefor and the proceeds of any bid pursuant to
Section
7.01(c), the amount of such proceeds (net of any expenses incurred
in connection
with such bid and the transfer of servicing), multiplied by a
fraction equal to
(a) the Servicing Fee Amount for the applicable Master Servicer or
such
Sub-Servicer therefor, as the case may be, as of such date of
determination,
over (b) the aggregate of the Servicing Fee Amounts for the
applicable Master
Servicer and all Sub-Servicers therefor as of such date of
determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Brookdale Office Portfolio AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number 1.
"Brookdale
Office Portfolio Companion Loan": Collectively, those
certain promissory notes B-1 and B-2, which are not assets of the
Trust Fund,
secured by the Mortgaged Property securing the Brookdale Office
Portfolio AB
Mortgage Loan.
"Brookdale Office Portfolio Loan Pair": Collectively, the
Brookdale
Office Portfolio AB Mortgage Loan and two subordinate
cross-collateralized and
cross-defaulted companion loans.
"Brookdale Office Portfolio Intercreditor Agreement": That
certain
Intercreditor Agreement Among Noteholders, dated as of December 28,
2005, by and
between the B Note Holder specified therein, and Eurohypo AG, New
York Branch,
as the A Note Holder.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York, Overland Park,
Kansas,
Pittsburgh, Pennsylvania, Chicago, Illinois or the city and state
in which the
Corporate Trust Office of the Trustee, or the principal place of
business of any
Master 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-LDP5, as executed and
delivered by the
Certificate Registrar and authenticated and delivered hereunder by
the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
accounts
created and maintained by each Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled Midland Loan Services, Inc., as Master Servicer No. 1, on
behalf of
LaSalle Bank National Association, as Trustee, in trust for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP5, Certificate
Account" and
GMAC Commercial Mortgage Corporation, as Master Servicer No. 2, on
behalf of
LaSalle Bank National Association, as Trustee, in trust for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP5, Certificate
Account",
respectively. Any such account or accounts shall be an Eligible
Account. Subject
to the related Intercreditor Agreement and taking into account that
each
Companion Loan is subordinate to the related AB Mortgage Loan to
the extent set
forth in the related Intercreditor Agreement or that the Houston
Galleria
Non-Trust Subordinate Companion Loan is subordinate to each of the
Houston
Galleria Pari Passu Loans and the Houston Galleria Trust
Subordinate Companion
Loan is subordinate to each of the Houston Galleria Pari Passu
Loans and the
Houston Galleria Non-Trust Subordinate Companion Loan, in all cases
to the
extent set forth in the Houston Galleria Intercreditor Agreement,
the subaccount
described in the second paragraph of Section 3.04(b) that is part
of a
Certificate Account shall be for the benefit of the related
Companion Holder(s),
to the extent funds on deposit in such subaccount are attributed to
such
Companion Loan(s) and shall not be an asset of the Trust Fund or
the Upper-Tier
REMIC or Lower-Tier REMIC formed hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the Class S Certificates and
the Class X
Certificates) and the Class A-2FL Regular Interest, (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 of Certificates or the Class A-2FL Regular Interest on
the
Distribution Date immediately prior to such date of determination
(determined as
adjusted pursuant to Section 1.02(iii)). The Certificate Balance
(including the
Original Certificate Balance) of the Class A-2FL Certificates shall
be equal at
all times to the Certificate Balance of the Class A-2FL Regular
Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-2FL
Certificates
and the Residual Certificates) and the Class A-2FL Regular
Interest, the amount
of Mortgage Deferred Interest allocated to such Class of
Certificates or the
Class A-2FL Regular Interest, as applicable, 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 (8) 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 Ownership Certification": As defined in Section
5.06.
"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
applicable Master
Servicer, the Special Servicer, the Trustee 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, but only if such consent, approval or waiver sought
from such
party would in any way increase the compensation of the Depositor,
the
applicable Master Servicer, the Special Servicer or the Trustee or
limit the
obligations of the Depositor, the applicable Master Servicer, the
Special
Servicer or the Trustee, as applicable, hereunder; provided,
however, so long as
there is no Event of Default with respect to the applicable Master
Servicer or
the Special Servicer, the applicable Master Servicer, the Special
Servicer or
such Affiliate of either 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;
provided further, however, that such restrictions shall not apply
to the
exercise of the Special Servicer's rights (or the applicable Master
Servicer's
rights, if any) or the rights of any of their Affiliates as a
member of the
Controlling Class. The Trustee shall be entitled to request and
rely upon a
certificate of the applicable Master 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.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same
alphabetical
(and, if applicable, numerical) Class designation and each
designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2FL,
Class
A-2, Class A-3, Class A-4 and Class A-SB Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.0350%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit A-7 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1530%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.1980%.
"Class A-2FL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or
interest
distributions on or in respect of the Class A-2FL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less
(iii) all amounts (exclusive of any Yield Maintenance Charges
allocated in
respect of the Class A-2FL Regular Interest) required to be paid to
the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date.
"Class A-2FL Certificate": A Certificate designated as "Class
A-2FL"
on the face thereof, in the form of Exhibit A-10 hereto, and
evidencing an
undivided beneficial in the portion of the Grantor Trust consisting
of the Class
A-2FL Regular Interest, the Floating Rate Account, the Swap
Contract and the
proceeds thereof.
"Class A-2FL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Swap Default
while the
Trustee is pursuing remedies under the Swap Contract pursuant to
Section 3.32 or
(ii) following the termination of the Swap Contract, the conversion
of
distributions to the Class A-2FL Certificates from distributions
based, in part,
on interest payments from the Swap Counterparty under the Swap
Contract to
distributions based solely on distributions in respect of the Class
A-2FL
Regular Interest, as specified in Section 4.01(k).
"Class A-2FL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the Swap Counterparty by
the Trust under
the Swap Contract.
"Class A-2FL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the Swap
Counterparty under the Swap Contract.
"Class A-2FL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-2FL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-2FL Certificates
for all
previous Distribution Dates.
"Class A-2FL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i) the Class A-2FL Fixed
Swap Payment,
over (ii) the Class A-2FL Floating Swap Payment.
"Class A-2FL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-2FL Distribution Conversion has not
occurred and is not
continuing, a per annum rate equal to LIBOR plus 0.1250%, and with
respect to
any Distribution Date on which a Class A-2FL Distribution
Conversion has
occurred and is continuing, a per annum rate equal to the Class
A-2FL Regular
Interest Pass-Through Rate.
"Class A-2FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-2FL Regular Interest on
such
Distribution Date.
"Class A-2FL Regular Interest": The uncertificated interest
corresponding to the Class A-2FL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2FL Regular
Interest Distribution Amount": With respect to
any Distribution Date, the aggregate distributions on the Class
A-2FL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-2FL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to 5.0780%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1260%.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1550%.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit A-11 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.0340%.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, in the form of Exhibit A-10 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1130%.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit A-6 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1650%.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such
Distribution Date
specified in Schedule 4 hereto relating to the Class A-SB
Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-12 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"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-17 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"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-18 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class HG-1 Certificate": A Certificate designated as "Class
HG-1"
on the face thereof, in the form of Exhibit A-31 hereto.
"Class HG-1 Pass Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.5560%.
"Class HG-2 Certificate": A Certificate designated as "Class
HG-2"
on the face thereof, in the form of Exhibit A-32 hereto.
"Class HG-2 Pass Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.5560%.
"Class HG-3 Certificate": A Certificate designated as "Class
HG-3"
on the face thereof, in the form of Exhibit A-33 hereto.
"Class HG-3 Pass Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.5560%.
"Class HG-4 Certificate": A Certificate designated as "Class
HG-4"
on the face thereof, in the form of Exhibit A-34 hereto.
"Class HG-4 Pass Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.5560%.
"Class HG-5 Certificate": A Certificate designated as "Class
HG-5"
on the face thereof, in the form of Exhibit A-35 hereto.
"Class HG-5 Pass Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.5560%.
"Class HG Available Distribution Amount": With respect to any
Distribution Date and the Houston Galleria Trust Subordinate
Companion Loan, an
amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Houston Galleria Trust
Subordinate Companion Loan on deposit (exclusive of any Net
Investment
Earnings) in the
Lower-Tier Distribution Account as of close of business
on the
related Determination Date (all such amounts, to the extent
allocable
to the Houston Galleria Trust Subordinate Companion Loan
pursuant
to the Houston Galleria Intercreditor Agreement), exclusive of
(without
duplication):
(i) all Monthly Payments paid by the related Mortgager that
are due on a Due Date following the end of the related Due
Period
with respect to such Mortgage Loan;
(ii) all unscheduled Principal Prepayments (together with any
related payments of interest allocable to the period following
the
related Due Date for the related Mortgage Loan), Liquidation
Proceeds and Insurance and Condemnation Proceeds received
subsequent
to the related Determination Date with respect to such Mortgage
Loan;
(iii) all amounts payable or reimbursable to any Person from
the Certificate Account with respect to such Mortgage Loan
pursuant
to clauses (ii) through (xvii), inclusive and clause (xix) of
Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account with respect to such
Mortgage
Loan pursuant to clauses (ii) through (vii), inclusive, of
Section
3.05(b);
(v) all Yield Maintenance Charges with respect to such
Mortgage Loan; and
(vi) all amounts deposited in the Certificate Account with
respect to such Mortgage Loan or Lower-Tier Distribution Account,
as
the case may be, in error;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred from the REO Account in respect of
such
Mortgage
Loan to the Certificate Account for such Distribution Date
pursuant
to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the
applicable
Master
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
such Mortgage Loan; and
(d) for the Distribution Date occurring in each March, the
Withheld
Amount for
such Mortgage Loan remitted to the Lower-Tier Distribution
Account
pursuant to Section 3.25(b).
"Class HG Certificate Control Transfer Event": Shall exist with
respect to any Class of Class HG Certificates if and for so long as
the
Certificate Balance (as adjusted to reflect the allocation of any
(i) principal
payments, (ii) Appraisal Reductions and (iii) realized losses
allocated to such
Class of Class HG Certificates) of such Class of Class HG
Certificates is less
than 25% of its initial Certificate Balance; provided, however, a
Class HG
Certificate Control Transfer Event will be deemed to occur with
respect to all
Classes of Class HG Certificates if, and for so long as, a Houston
Galleria
Trust Control Appraisal Event exists.
"Class HG Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Class HG
Principal
Shortfall for such Distribution Date, (b) the Houston Galleria
Scheduled
Principal Distribution Amount for such Distribution Date and (c)
the Class HG
Unscheduled Principal Distribution Amount for such Distribution
Date.
"Class HG Principal Shortfall": For any Distribution Date after
the
initial Distribution Date, the amount, if any, by which (a) the
Class HG
Principal Distribution Amount for the preceding Distribution Date,
exceeds (b)
the aggregate amount distributed in respect of principal on the
Class HG
Certificates for such preceding Distribution Date. The Class HG
Principal
Shortfall for the initial Distribution Date will be zero.
"Class HG Scheduled Principal Distribution Amount": With respect
to
any Distribution Date and the Houston Galleria Trust Subordinate
Companion Loan,
and to the extent allocable to the Houston Galleria Trust
Subordinate Companion
Loan pursuant to the Houston Galleria Intercreditor Agreement, the
aggregate of
the principal portions of (a) the Monthly Payment (excluding a
Balloon Payment)
due in respect of the Houston Galleria Trust Subordinate Companion
Loan during
or, if and to the extent not previously received in respect of a
preceding
Distribution Date, prior to, the related Due Period, and any
Assumed Scheduled
Payment for the related Due Period, in each case, to the extent
paid by the
related Mortgagor as of the Business Day preceding the related
P&I Advance Date
(and not previously distributed to Certificateholders of the Class
HG
Certificates), and (b) any Balloon Payment in respect of the
Houston Galleria
Trust Subordinate Companion Loan to the extent received during the
related Due
Period (including any applicable grace periods), and to the extent
not included
in clause (a) above.
"Class HG Unscheduled Principal Distribution Amount": With
respect
to any Distribution Date and the Houston Galleria Trust Subordinate
Companion
Loan (to the extent allocable to the Houston Galleria Trust
Subordinate
Companion Loan pursuant to the Houston Galleria Intercreditor
Agreement), the
aggregate of:
(a) all Principal Prepayments received on the Houston Galleria
Trust
Subordinate Companion Loan during the related Due Period; and
(b) the principal portions of all Liquidation Proceeds,
Insurance
Proceeds,
Condemnation Proceeds (net of Special Servicing Fees,
Liquidation Fees, accrued interest on Advances and other additional
Trust
Fund
expenses incurred in connection with the related Mortgage Loan)
and,
if
applicable, REO Revenues received with respect to the Houston
Galleria
Trust
Subordinate Companion Loan and the related REO Loans, if any,
during
the
related Due Period, but in each case only to the extent that
such
principal
portion represents a recovery of principal for which no advance
was
previously made pursuant to Section 4.03 in respect of a
preceding
Distribution Date.
"Class HG-X" Certificate": A Certificate designated as "Class
HG-X"
on the face thereof, in the form of Exhibit A-36 hereto, and
evidencing a
"regular interest" in the Upper Tier REMIC for purposes of the
REMIC Provisions.
"Class HG-X Notional Amount": As of any date of determination,
an
amount equal to the Stated Principal Balance of the Houston
Galleria Trust
Subordinate Companion Loan.
"Class HG-X Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 0.0810%.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"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-20 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class LA-1-1 Uncertificated Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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-1-5 Uncertificated Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated 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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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-2FL-1 Uncertificated Interest": An uncertificated
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-2FL-2 Uncertificated Interest": An uncertificated
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-2FL-3 Uncertificated Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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 Interest": An uncertificated
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-4-4 Uncertificated Interest": An uncertificated
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-4-5 Uncertificated Interest": An uncertificated
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-4-6 Uncertificated Interest": An uncertificated
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-4-7 Uncertificated Interest": An uncertificated
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 Interest": An uncertificated 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-M Uncertificated Interest": An uncertificated 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-SB-1 Uncertificated Interest": An uncertificated
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-SB-2 Uncertificated Interest": An uncertificated
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-SB-3 Uncertificated Interest": An uncertificated
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-SB-4 Uncertificated Interest": An uncertificated
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-SB-5 Uncertificated Interest": An uncertificated
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-SB-6 Uncertificated Interest": An uncertificated
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 Interest": An uncertificated 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 Interest": An uncertificated 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 Uncertificated Interest": An uncertificated 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 Uncertificated Interest": An uncertificated 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 Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 Interest": An uncertificated 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-3 Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 Interest": An uncertificated 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-3 Uncertificated Interest": An uncertificated 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 LHG-1 Uncertificated Interest": An uncertificated
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 LHG-2 Uncertificated Interest": An uncertificated
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 LHG-3
Uncertificated Interest": An uncertificated 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 LHG-4 Uncertificated Interest": An uncertificated
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 LHG-5 Uncertificated Interest": An uncertificated
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 LHG-X Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper Tier
REMIC and having the Original Notional Amount and per annum rate of
interest set
forth in the Preliminary Statement hereto.
"Class LJ-1 Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 Interest": An uncertificated 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-1 Uncertificated Interest": An uncertificated 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-2 Uncertificated Interest": An uncertificated 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-3 Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 Interest": An uncertificated 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-1 Uncertificated Interest": An uncertificated 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-2 Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 LNR Uncertificated Interest": An uncertificated 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 Interest": An uncertificated 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 Interest": An uncertificated 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 LQ-1 Uncertificated Interest": An uncertificated 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 LQ-2 Uncertificated Interest": An uncertificated 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-30 hereto, evidencing
the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class Notional Amount": The Class X-1 Notional Amount or the
Class
X-2 Notional Amount, as the context requires.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit A-27 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9650% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class O Certificate": A Certificate designated as "Class O" on
the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class O Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-25 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class Q Certificate": A Certificate designated as "Class Q" on
the
face thereof, in the form of Exhibit A-26 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class Q Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 4.9260% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof in the form of Exhibit A-29 hereto, and evidencing the
sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, in the form of Exhibit A-28 hereto, and evidencing an
undivided
beneficial interest in the portion of the Grantor Trust consisting
of the Excess
Interest, the Excess Interest Distribution Account and the proceeds
thereof.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the Class A-2FL Certificates)
or the Class
A-2FL Regular Interest, the excess, if any, of (a) the sum of (i)
the
Distributable Certificate Interest in respect of such Class of
Certificates or
the Class A-2FL Regular Interest, as applicable, for the
immediately preceding
Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall
payable to such Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, on such preceding Distribution Date over (b) the
aggregate amount in
respect of interest actually distributed to such Class of
Certificates or the
Class A-2FL Regular Interest, as applicable, on such immediately
preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect
to any Class
of Certificates and the Class A-2FL Regular Interest as of the
initial
Distribution Date is zero. No interest shall accrue on Class Unpaid
Interest
Shortfalls.
"Class X Certificates": The Class X-1 Certificates and the Class
X-2
Certificates.
"Class X-1 Certificate": Any one of the Certificates with a
"Class
X-1" designation on the face thereof, substantially in the form of
Exhibit A-8
attached hereto, and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-1 Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts of all the
Components.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the
respective
Components for such Distribution Date (weighted on the basis of the
respective
Component Notional Amounts of such Components outstanding
immediately prior to
such Distribution Date).
"Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2
Components which are
included for purposes of calculating the Class X-2 Notional Amount
for such
Distribution Date) for any Distribution Date, a rate per annum
equal to (i) the
Weighted Average Net Mortgage Rate for such Distribution Date,
minus (ii) the
Pass-Through Rate for the Related Certificates and (B) with respect
to any
Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (i) for any
Distribution Date occurring on or before the Class X-2 Termination
Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
(y)(1) with
respect to XA-1-1, Component XA-1-2, Component XA-1-3, Component
XA-1-4,
Component XA-1-5, Component XA-1A-2, Component XA-1A-3, Component
XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M and Component
XA-J, the sum
of (I) the Class X-2 Strip Rate for the applicable Class X-2
Component and (II)
the Pass-Through Rate for the Related Certificates for such
Distribution Date
and (2) for each other Class X-2 Component, the greater of (I) the
Class X-2
Reference Rate for such Distribution Date and (II) the Pass-Through
Rate for the
Related Certificate for such Distribution Date, and (ii) for any
Distribution
Date occurring after the Class X-2 Termination Date, a rate per
annum equal to
(x) the Weighted Average Net Mortgage Rate for such Distribution
Date, minus (y)
the Pass-Through Rate for the Related Certificates for such
Distribution Date;
provided, that in no event shall any Class X-1 Strip Rate be less
than zero.
"Class X-2 Certificate": Any one of the Certificates with a
"Class
X-2" designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-2 Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-1-4, Component XA-1-5, Component XA-1A-2, Component
XA-1A-3,
Component XA-1A-4, Component XA-1A-5, Component XA-1A-6, Component
XA-1A-7,
Component XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15,
Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2-1,
Component XA-2-2, Component XA-3-1, Component XA-3-2, Component
XA-4-1,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5,
Component XA-4-6, Component XA-4-7, Component XA-SB-1, Component
XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD,
Component XE, Component XF, Component XG-1, Component XG-2,
Component XG-3,
Component XH-1, Component XH-2, Component XH-3, Component XJ-1,
Component XJ-2,
Component XJ-3, Component XK-1, Component XK-2, Component XK-3,
Component XL-1,
Component XL-2, Component XM-1, Component XM-2, Component XN,
Component XO,
Component XP, Component XQ-1 and Component XQ-2.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date in June 2006, the sum of
the then
Component Notional Amounts of Component XA-1-2, Component XA-1-3,
Component
XA-1-4, Component XA-1-5, Component XA-1A-2, Component XA-1A-3,
Component
XA-1A-4, Component XA-1A-5, Component XA-1A-6, Component XA-1A-7,
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component
XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component
XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3, Component XA-2-1,
Component
XA-2-2, Component XA-3-1, Component XA-3-2, Component XA-4-1,
Component XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6,
Component XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
XA-M,
Component XA-J, Component XB, Component XC, Component XD, Component
XE,
Component XF, Component XG-1, Component XG-2, Component XG-3,
Component XH-1,
Component XH-2, Component XH-3, Component XJ-1, Component XJ-2,
Component XJ-3,
Component XK-1, Component XK-2, Component XK-3, Component XL-1,
Component XL-2,
Component XM-1, Component XM-2, Component XN, Component XO,
Component XP,
Component XQ-1 and Component XQ-2.
(ii) With respect to any Distribution Date after the
Distribution Date in June 2006 through and including the
Distribution Date in December 2006, the sum of the then
Component
Notional Amounts of Component XA-1-3, Component XA-1-4,
Component
XA-1-5, Component XA-1A-3, Component XA-1A-4, Component
XA-1A-5,
Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2-1, Component XA-2-2, Component XA-3-1, Component
XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component XD,
Component XE, Component XF, Component XG-1, Component XG-2,
Component XG-3, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1, Component XJ-2, Component XJ-3, Component XK-1,
Component XK-2, Component XK-3, Component XL-1, Component XL-2,
Component XM-1, Component XM-2, Component XN, Component XO,
Component XP, Component XQ-1 and Component XQ-2.
(iii) With respect to any Distribution Date after the
Distribution Date in December 2006 through and including the
Distribution Date in June 2007, the sum of the then Component
Notional Amounts of Component XA-1-4, Component XA-1-5,
Component
XA-1A-4, Component XA-1A-5, Component XA-1A-6, Component
XA-1A-7,
Component XA-1A-8, Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XA-1A-15, Component XA-2FL-1, Component
XA-2FL-2, Component XA-2FL-3, Component XA-2-1, Component
XA-2-2,
Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-4-7, Component XA-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component
XB,
Component XC, Component XD, Component XE, Component XF,
Component
XG-1, Component XG-2, Component XG-3, Component XH-1, Component
XH-2, Component XH-3, Component XJ-1, Component XJ-2, Component
XJ-3, Component XK-1, Component XK-2, Component XK-3, Component
XL-1, Component XL-2, Component XM-1, Component XM-2, Component
XN,
Component XO, Component XP, Component XQ-1 and Component XQ-2.
(iv) With respect to any Distribution Date after the
Distribution Date in June 2007 through and including the
Distribution Date in December 2007, the sum of the then
Component
Notional Amounts of Component XA-1-5, Component XA-1A-5,
Component
XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component
XA-1A-9,
Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2-1, Component XA-2-2, Component XA-3-1, Component
XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component XD,
Component XE, Component XF, Component XG-1, Component XG-2,
Component XG-3, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1, Component XJ-2, Component XJ-3, Component XK-1,
Component XK-2, Component XK-3, Component XL-1, Component XL-2,
Component XM-1, Component XM-2, Component XN, Component XO,
Component XP and Component XQ-2.
(v) With respect to any Distribution Date after the
Distribution Date in December 2007 through and including the
Distribution Date in June 2008, the sum of the then Component
Notional Amounts of Component XA-1A-6, Component XA-1A-7,
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2-1, Component XA-2-2, Component XA-3-1, Component
XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component XD,
Component XE, Component XF, Component XG-1, Component XG-2,
Component XG-3, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1, Component XJ-2, Component XJ-3, Component XK-1,
Component XK-2, Component XK-3, Component XL-1, Component XL-2
and
Component XM-2.
(vi) With respect to any Distribution Date after the
Distribution Date in June 2008 through and including the
Distribution Date in December 2008, the sum of the then
Component
Notional Amounts of Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2FL-3, Component XA-2-1, Component XA-2-2,
Component
XA-3-1, Component XA-3-2, Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6, Component XA-4-7, Component XA-SB-1, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB, Component
XC,
Component XD, Component XE, Component XF, Component XG-1,
Component
XG-2, Component XG-3, Component XH-1, Component XH-2, Component
XH-3, Component XJ-1, Component XJ-2, Component XJ-3, Component
XK-1, Component XK-2, Component XK-3 and Component XL-2.
(vii) With respect to any Distribution Date after the
Distribution Date in December 2008 through and including the
Distribution Date in June 2009, the sum of the then Component
Notional Amounts of Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-2,
Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-4-7, Component XA-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component
XB,
Component XC, Component XD, Component XE, Component XF,
Component
XG-1, Component XG-2, Component XG-3, Component XH-1, Component
XH-2, Component XH-3, Component XJ-1, Component XJ-2, Component
XJ-3, Component XK-2 and Component XK-3.
(viii) With respect to any Distribution Date after the
Distribution Date in June 2009 through and including the
Distribution Date in December 2009, the sum of the then
Component
Notional Amounts of Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XA-1A-15, Component XA-3-2, Component
XA-4-1,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5, Component XA-4-6, Component XA-4-7, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-M, Component XA-J,
Component XB, Component XC, Component XD, Component XE,
Component
XF, Component XG-1, Component XG-2, Component XG-3, Component
XH-1,
Component XH-2, Component XH-3, Component XJ-1, Component XJ-2,
Component XJ-3 and Component XK-3.
(ix) With respect to any Distribution Date after the
Distribution Date in December 2009 through and including the
Distribution Date in June 2010, the sum of the then Component
Notional Amounts of Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-4-2, Component XA-4-3,
Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-4-7,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD,
Component
XE, Component XF, Component XG-1, Component XG-2, Component
XG-3,
Component XH-1, Component XH-2, Component XH-3, Component XJ-2
and
Component XJ-3.
(x) With respect to any Distribution Date after the
Distribution Date in June 2010 through and including the
Distribution Date in December 2010, the sum of the then
Component
Notional Amounts of Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6, Component XA-4-7, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component XD,
Component XE, Component XF, Component XG-2, Component XG-3,
Component XH-1, Component XH-2, Component XH-3 and Component
XJ-3.
(xi) With respect to any Distribution Date after the
Distribution Date in December 2010 through and including the
Distribution Date in June 2011, the sum of the then Component
Notional Amounts of Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-4-4,
Component
XA-4-5, Component XA-4-6, Component XA-4-7, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component XD,
Component XE, Component XF, Component XG-1, Component XG-2,
Component XG-3, Component XH-2 and Component XH-3.
(xii) With respect to any Distribution Date after the
Distribution Date in June 2011 through and including the
Distribution Date in December 2011, the sum of the then
Component
Notional Amounts of Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-4-5, Component XA-4-6,
Component
XA-4-7, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD, Component XE, Component XF, Component XG-1,
Component
XG-2, Component XG-3 and Component XH-3.
(xiii) With respect to any Distribution Date after the
Distribution Date in December 2011 through and including the
Distribution Date in June 2012, the sum of the then Component
Notional Amounts of Component XA-1A-14, Component XA-1A-15,
Component XA-4-6, Component XA-4-7, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB, Component
XC,
Component XD, Component XE, Component XF, Component XG-2 and
Component XG-3.
(xiv) With respect to any Distribution Date after the
Distribution Date in June 2012 through and including the
Distribution Date in December 2012, the sum of the then
Component
Notional Amounts of
Component XA-1A-15, Component XA-4-7, Component
XA-SB-6, Component XA-M, Component XA-J, Component XB, Component
XC,
Component XD, Component XE, Component XF and Component XG-3.
(xv) after the Distribution Date in December 2012, $0.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the
respective Class
X-2 Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (weighted
on the basis of the respective Component Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date).
"Class X-2 Reference Rate": With respect to any Distribution
Date,
the rate for such Distribution Date specified in Schedule 3
hereto.
"Class X-2 Strip Rate": With respect to each Class X-2 Component
for
any Distribution Date, a rate per annum equal to (i) for any
Distribution Date
occurring on or before the Class X-2 Termination Date, (A) with
respect to
Component XA-1A-2, Component XA-1A-3, Component XA-1A-4, Component
XA-1A-5,
Component XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component
XA-1A-9,
Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13,
Component XA-1A-14 and Component XA-1A-15, the lesser of (1)
0.1230% and (2) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
the
Pass-Through Rate in effect on such Distribution Date for the Class
A-1A
Certificates, (B) with respect to Component XA-3-1 and Component
XA-3-2, the
lesser of (1) 0.0960% and (2) the Weighted Average Net Mortgage
Rate for such
Distribution Date minus the Pass-Through Rate in effect on such
Distribution
Date for the Class A-3 Certificates, (C) with respect to Component
XA-4-1,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5,
Component XA-4-6 and Component XA-4-7, the lesser of (1) 0.1250%
and (2) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
the
Pass-Through Rate in effect on such Distribution Date for the Class
A-4
Certificates, (D) with respect to Component XA-SB-1, Component
XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5 and
Component XA-SB-6,
the lesser of (1) 0.1350% and (2) the Weighted Average Net Mortgage
Rate for
such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-SB Certificates, (E) with respect
to Component
XA-M, the lesser of (1) 0.0830% and (2) the Weighted Average Net
Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-M Certificates, (F) with respect
to Component
XA-J, the lesser of (1) 0.0040% and (2) the Weighted Average Net
Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-J Certificates and (G) with
respect to each
other Class X-2 Component, (1) the lesser of (I) the Weighted
Average Net
Mortgage Rate for such Distribution Date and (II) the Class X-2
Reference Rate
for such Distribution Date, minus (2) the Pass-Through Rate for the
Related
Certificates (provided, that in no event shall any Class X-2 Strip
Rate be less
than zero) and (ii) for any Distribution Date occurring after the
Class X-2
Termination Date, 0% per annum.
"Class X-2 Termination Date": The Distribution Date in August
2012.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": December 28, 2005.
"Closing Date Deposit Amount": $2,389,756.23, representing the
aggregate amount of interest that would have accrued at the related
Mortgage
Rates for the 31-day period ending December 31, 2005, for those
Mortgage Loans
which do not have their first Monthly Payment due until February
2006.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Master
Servicers and the Directing Certificateholder.
"CMSA Advance Recovery Report": The 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.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File"
format substantially in the form of and containing the information
called for
therein, or such other form for the presentation of such
information as may be
approved from time to time 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
Bond Level
File" available as of the Closing Date on the CMSA website, as is
reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and
containing the
information called for therein, or such other form for the
presentation of such
information as may be approved from time to time 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, as is reasonably acceptable to the Trustee and the Master
Servicers.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time 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 Master
Servicers or the Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of
and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for the form of the "Delinquent Loan Status Report"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
Master
Servicers or the Special Servicer, as applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time 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 Master Servicers or the Special
Servicer, as
applicable.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of
and containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time 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 Master
Servicers or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification
and Corrected
Mortgage Loan Report" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time 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 Master Servicers or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package (IRP)": The collection of
reports
specified by the CMSA from time to time as the "CMSA Investor
Reporting
Package." As of the Closing Date, the CMSA IRP contains nine
electronic files
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3)
CMSA
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral
Summary File, (6)
CMSA Financial File, (7) CMSA Special Servicer Loan File), (8) CMSA
Advance
Recovery Report and (9) CMSA Realized Loss Report and ten
surveillance reports
((1) CMSA Servicer Watch List, (2) CMSA Delinquent Loan Status
Report, (3) CMSA
REO Status Report, (4) CMSA Comparative Financial Status Report,
(5) CMSA
Historical Loan Modification and Corrected Mortgage Loan Report,
(6) CMSA
Historical Liquidation Report, (7) CMSA Operating Statement
Analysis Report, (8)
CMSA NOI Adjustment Worksheet, (9) CMSA Loan Level Reserve/LOC
Report and (10)
CMSA Reconciliation of Funds Report). The CMSA IRP shall be
substantially in the
form of, and containing the information called for in, the
downloadable forms of
the "CMSA IRP" 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 or reports as may from time to time be
approved by the
CMSA for commercial mortgage backed securities transaction
generally and,
insofar as it requires the presentation of information in addition
to that
called for by the form of the "CMSA IRP" available as of the
Closing Date on the
CMSA website, as is reasonably acceptable to the Master Servicers,
the Special
Servicer and the Trustee. For the purposes of the production of the
CMSA
Comparative Financial Status Report by any Master Servicer or the
Special
Servicer for any such report that is required to state information
for any
period prior to the Cut-off Date, any Master Servicer or the
Special Servicer,
as the case may be, may conclusively rely (without independent
verification),
absent manifest error, on information provided to it by the
Mortgage Loan
Sellers or by the related Mortgagor or (x) in the case of such a
report produced
by any Master Servicer, by the Special Servicer (if other than any
Master
Servicer or an Affiliate thereof) and (y) in the case of such a
report produced
by the Special Servicer, by any Master Servicer (if other than the
Special
Servicer or an Affiliate thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time 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 "Loan Level Reserve/LOC Report"
available as of
the Closing Date on the CMSA website, is reasonably acceptable to
the Master
Servicers.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time 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, as is reasonably acceptable to the Master
Servicers
and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time 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 Master Servicers and the Trustee.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time 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 NOI Adjustment Worksheet" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the applicable
Master Servicer
or the Special Servicer, as the case may be.
"CMSA Operating Statement Analysis Report": The monthly report
in
the "Operating Statement Analysis Report" format substantially in
the form of
and containing the information called for therein for the Mortgage
Loans, or
such other form for the presentation of such information as may be
approved from
time to time 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 Operating
Statement
Analysis Report" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the applicable Master Servicer or the
Special Servicer,
as the case may be.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time 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 applicable Master Servicer or the
Special Servicer,
as the case may be.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time 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" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time 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 REO Status Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the applicable Master Servicer or the
Special
Servicer, as the case may be.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As
of
each Determination Date a report, including and identifying each
Non-Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review
Guidelines"
approved from time to time by the CMSA in the "CSMA Master Servicer
Watch List"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form (including other
portfolio
review guidelines) for the presentation of such information as may
be approved
from time to time 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 Servicer Watch
List"
available as of the Closing Date on the CMSA website, is reasonably
acceptable
to the applicable Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and
containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time 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.
"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.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": Either of the Group A
Companion
Distribution Account or the Group B Companion Distribution Account,
as the
context requires.
"Companion Holder": Each of the holders of the related
Companion
Loans.
"Companion Loan": Each of the Companion Loans as defined in the
Preliminary Statement.
"Companion Paying Agent": Either of the Group A Companion
Paying
Agent or the Group B Companion Paying Agent in its role as a
Companion Paying
Agent appointed pursuant to Section 3.30.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": With respect to each Mortgage
Loan
(or REO Loan), an amount as of any Distribution Date equal to the
lesser of (i)
the aggregate amount of Prepayment Interest Shortfalls incurred in
connection
with voluntary principal prepayments received in respect of the
Mortgage Loans
(other than a Specially Serviced Mortgage Loan or a Mortgage Loan
on which the
Special Servicer allowed a prepayment on a date other than the
applicable Due
Date) and (ii) the aggregate of (A) that portion of the applicable
Master
Servicer's Servicing Fees for such Distribution Date that is, in
the case of
each and every Mortgage Loan and REO Loan for which such Servicing
Fees are
being paid for such Due Period, calculated at 0.005% per annum, and
(B) all
Prepayment Interest Excesses with respect to the applicable Master
Servicer
received in respect of the Mortgage Loans for the related
Distribution Date and
(C) to the extent earned solely on principal prepayments, Net
Investment
Earnings received by the applicable Master Servicer during such Due
Period with
respect to the Mortgage Loans and related Companion Loan related to
such
Prepayment Interest Shortfalls. However, if a Prepayment Interest
Shortfall
occurs as a result of the applicable Master Servicer's allowing the
related
Mortgagor to deviate from the terms of the related Mortgage Loan
documents
regarding Principal Prepayments (other than (X) subsequent to a
default under
the related Mortgage Loan documents, (Y) pursuant to applicable law
or a court
order, or (Z) at the request or with the consent of the
Directing
Certificateholder), then, for purposes of calculating the
Compensating Interest
Payment for the related Distribution Date, the amount in clause
(ii) above shall
be the aggregate of (1) all Servicing Fees with respect to the
applicable Master
Servicer for such Due Period, (2) all Prepayment Interest Excesses
with respect
to the applicable Master Servicer and (3) to the extent earned
solely on
Principal Prepayments, Net Investment Earnings received by the
applicable Master
Servicer during such Due Period with respect to the Mortgage Loan
subject to
such Principal Prepayment. In no event will the rights of the
Certificateholders
to offset the aggregate Prepayment Interest Shortfalls be
cumulative.
"Component": Each of Component XA-1-1, Component XA-1-2,
Component
XA-1-3, Component XA-1-4, Component XA-1-5, Component XA-1A-1,
Component
XA-1A-2, Component XA-1A-3, Component XA-1A-4, Component XA-1A-5,
Component
XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component
XA-1A-14, Component XA-1A-15, Component XA-2FL-1, Component
XA-2FL-2, Component
XA-2FL-3, Component XA-2-1, Component XA-2-2, Component XA-3-1,
Component
XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-4-7, Component
XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component XB,
Component XC,
Component XD, Component XE, Component XF, Component XG-1, Component
XG-2,
Component XG-3, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1,
Component XJ-2, Component XJ-3, Component XK-1, Component XK-2,
Component XK-3,
Component XL-1, Component XL-2, Component XM-1, Component XM-2,
Component XN,
Component XO, Component XP, Component XQ-1 and Component XQ-2,
Component LHG-1,
Component LHG-2, Component LHG-3, Component LHG-4, Component LHG-5
and Component
LHG-X and Component XNR.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then Lower-Tier
Principal Amount
of its Related Uncertificated Lower-Tier Interest.
"Component XA-1-1": One of the 69 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-2 Uncertificated Interest as of any date of
determination.
"Component XA-1-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-3 Uncertificated Interest as of any date of
determination.
"Component XA-1-4": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-4 Uncertificated Interest as of any date of
determination.
"Component XA-1-5": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-5 Uncertificated Interest as of any date of
determination.
"Component XA-1A-1": One of the 69 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1A-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1A-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-2 Uncertificated Interest as of any date of
determination.
"Component XA-1A-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-3 Uncertificated Interest as of any date of
determination.
"Component XA-1A-4": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-4 Uncertificated Interest as of any date of
determination.
"Component XA-1A-5": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-5 Uncertificated Interest as of any date of
determination.
"Component XA-1A-6": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-6 Uncertificated Interest as of any date of
determination.
"Component XA-1A-7": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-7 Uncertificated Interest as of any date of
determination.
"Component XA-1A-8": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-8 Uncertificated Interest as of any date of
determination.
"Component XA-1A-9": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-9 Uncertificated Interest as of any date of
determination.
"Component XA-1A-10": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-10 Uncertificated Interest as of any date of
determination.
"Component XA-1A-11": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-11 Uncertificated Interest as of any date of
determination.
"Component XA-1A-12": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-12 Uncertificated Interest as of any date of
determination.
"Component XA-1A-13": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-13 Uncertificated Interest as of any date of
determination.
"Component XA-1A-14": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-14 Uncertificated Interest as of any date of
determination.
"Component XA-1A-15": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-15 Uncertificated Interest as of any date of
determination.
"Component XA-2FL-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-2FL-1 Uncertificated Interest as of any date of
determination.
"Component XA-2FL-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-2FL-2 Uncertificated Interest as of any date of
determination.
"Component XA-2FL-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-2FL-3 Uncertificated Interest as of any date of
determination.
"Component XA-2-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-2-1 Uncertificated Interest as of any date of
determination.
"Component XA-2-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LA-2-2 Uncertificated Interest as of any date of
determination.
"Component XA-3-1":
One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3-1 Uncertificated Interest as of any date of
determination.
"Component XA-3-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3-2 Uncertificated Interest as of any date of
determination.
"Component XA-4-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-1 Uncertificated Interest as of any date of
determination.
"Component XA-4-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-2 Uncertificated Interest as of any date of
determination.
"Component XA-4-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-3 Uncertificated Interest as of any date of
determination.
"Component XA-4-4": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-4 Uncertificated Interest as of any date of
determination.
"Component XA-4-5": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-5 Uncertificated Interest as of any date of
determination.
"Component XA-4-6": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-6 Uncertificated Interest as of any date of
determination.
"Component XA-4-7": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-7 Uncertificated Interest as of any date of
determination.
"Component
XA-J": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-J Uncertificated Interest as of any date of
determination.
"Component XA-M": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-M Uncertificated Interest as of any date of
determination.
"Component XA-SB-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-1 Uncertificated Interest as of any date of
determination.
"Component XA-SB-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-2 Uncertificated Interest as of any date of
determination.
"Component XA-SB-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-3 Uncertificated Interest as of any date of
determination.
"Component XA-SB-4": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-4 Uncertificated Interest as of any date of
determination.
"Component XA-SB-5": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-5 Uncertificated Interest as of any date of
determination.
"Component XA-SB-6": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-6 Uncertificated Interest as of any date of
determination.
"Component XB": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LB Uncertificated Interest as of any date of
determination.
"Component XC": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LC Uncertificated Interest as of any date of
determination.
"Component XD": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LD Uncertificated Interest as of any date of
determination.
"Component XE": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LE Uncertificated Interest as of any date of
determination.
"Component XF": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LF Uncertificated Interest as of any date of
determination.
"Component XG-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LG-1 Uncertificated Interest as of any date of
determination.
"Component XG-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LG-2 Uncertificated Interest as of any date of
determination.
"Component XG-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LG-3 Uncertificated Interest as of any date of
determination.
"Component XH-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-1 Uncertificated Interest as of any date of
determination.
"Component XH-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-2 Uncertificated Interest as of any date of
determination.
"Component XH-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-3 Uncertificated Interest as of any date of
determination.
"Component XJ-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LJ-1 Uncertificated Interest as of any date of
determination.
"Component XJ-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LJ-2 Uncertificated Interest as of any date of
determination.
"Component XJ-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LJ-3 Uncertificated Interest as of any date of
determination.
"Component XK-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LK-1 Uncertificated Interest as of any date of
determination.
"Component XK-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LK-2 Uncertificated Interest as of any date of
determination.
"Component XK-3": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LK-3 Uncertificated Interest as of any date of
determination.
"Component XL-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LL-1 Uncertificated Interest as of any date of
determination.
"Component XL-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LL-2 Uncertificated Interest as of any date of
determination.
"Component XM-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LM-1 Uncertificated Interest as of any date of
determination.
"Component XM-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LM-2 Uncertificated Interest as of any date of
determination.
"Component XN": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LN Uncertificated Interest as of any date of
determination.
"Component XNR": One of the 69 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LNR Uncertificated
Interest as of any
date of determination.
"Component XO": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LO Uncertificated Interest as of any date of
determination.
"Component XP": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LP Uncertificated Interest as of any date of
determination.
"Component XQ-1": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LQ-1 Uncertificated Interest as of any date of
determination.
"Component XQ-2": One of the 69 components of the Class X-1
Certificates and one of the 66 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LQ-2 Uncertificated Interest as of any date of
determination.
"Control Appraisal Event": With respect to any AB Mortgage Loan
and
the Houston Galleria Whole Loan, shall have the meaning assigned to
such term,
or any similar term, in the related Intercreditor 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 Original Certificate Balance of such Class of
Certificates. As of the
Closing Date, the Controlling Class will be the Class NR
Certificates.
"Controlling Class Certificateholder's Option Period": As defined
in
Section 3.18(a)(ii).
"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).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"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 135 South LaSalle Street,
Suite 1625,
Chicago, Illinois 60603, Attention: Global Securities and Trust
Services Group,
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2005-LDP5 (telephone number (312)
904-1487).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that
has become current and remained current for three consecutive
Monthly Payments
(for such purposes taking into account any modification or
amendment of such
Mortgage Loan or Companion Loan, whether by a consensual
modification or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
Mortgagor), and (provided, that no additional default is
foreseeable in the
reasonable judgment of the Special Servicer and no other event or
circumstance
exists that causes such Mortgage Loan or Companion Loan to
otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the
Special Servicer
has returned to the applicable Master Servicer pursuant to Section
3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average
Debt
Service Coverage Ratio for all remaining related Crossed Loans for
the four most
recent calendar quarters preceding the repurchase or substitution
shall not be
less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, including the affected Crossed Loan, for the
four most
recent calendar quarters preceding the repurchase or substitution,
and (b)
1.25x, (ii) the weighted average LTV Ratio for all remaining
related Crossed
Loans determined as of the Cut-off Date based upon an Appraisal
obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller
shall not be
greater than the lesser of (a) the weighted average LTV Ratio for
all such
related Crossed Loans, including the affected Crossed Loan,
determined as of the
Cut-off Date based upon an Appraisal obtained by the Special
Servicer at the
expense of the related Mortgage Loan Seller and (b) 75%, (iii) the
Mortgage Loan
Seller, at its expense, shall have furnished the Trustee with an
Opinion of
Counsel that any modification relating to the repurchase or
substitution of a
Crossed Loan shall not cause an Adverse REMIC Event, (iv) the
related Mortgage
Loan Seller either (A) causes the affected Crossed Loans to become
not
cross-collateralized and cross-defaulted with the remaining related
Crossed
Loans prior to such repurchase or substitution or (B) otherwise
forbears from
exercising enforcement rights against the Primary Collateral of any
Crossed Loan
remaining in the Trust Fund and (v) the Directing Certificateholder
shall have
consented to the repurchase or substitution of the affected Crossed
Loan, which
consent shall not be unreasonably withheld.
"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, any 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 related
Due
Date of the Mortgage Loan in December 2005, or, with respect to
each Mortgage
Loan that has its first Due Date in January 2006 or February 2006,
the later of
December 1, 2005 and the origination date of such Mortgage
Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding principal balance of such
Mortgage Loan or
Companion Loan, as the case may be, as of the Cut-off Date, after
application of
all payments of principal due on or before such date, whether or
not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an annual operating statement
for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced
by the
related Mortgaged Property during such period to (ii) the aggregate
amount of
Monthly Payments (other than any Balloon Payment) due under such
Mortgage Loan
during such period; provided, that with respect to the Mortgage
Loans indicated
on Schedule 2, which pay interest only for a specified period of
time set forth
in the related Mortgage 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 remaining
amortization
term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of such Mortgage Loan or
Companion Loan
during such Due Period provided for in the related Mortgage Note or
Mortgage as
a result of a 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 Companion Loan outstanding from time to
time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly Payments or more than
thirty days (or
sixty days with respect to the circumstances described in clause
(ii) of the
definition of Servicing Transfer Event) 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 or (ii) as to which the applicable Master
Servicer or Special
Servicer has, by written notice to the related Mortgagor,
accelerated the
maturity of the indebtedness evidenced by the related Mortgage
Note. For the
avoidance of doubt, a defaulted Companion Loan does not constitute
a "Defaulted
Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(k).
"Defect": As defined in Section 2.02(f).
"Deficient Valuation": With respect to any Mortgage 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,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
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
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the
Master
Servicers, the Special Servicer and the Trustee) 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 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 which
will initially
be American Capital Strategies, Ltd.; provided, further, that, as
used in this
Agreement, except for Sections 2.02, 3.18, 3.20(a) and 3.20(h) and
the
definition of "Houston Galleria Controlling Holder", with respect
to the
Brookdale Office Portfolio Loan Pair, the Houston Galleria Whole
Loan and the
Jordan Creek Loan Pair, so long as no Control Appraisal Event
exists with
respect to the related Whole Loan, the Directing Certificateholder,
solely with
respect to the related Whole Loan, shall be the related Companion
Holder or
Houston Galleria Controlling Holder, as applicable.
"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, the use of such REO Property in a
trade or
business conducted by the Trust Fund or on behalf of a Companion
Holder 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 an REO
Property shall not be considered to be Directly Operated 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 Trustee based
upon an Opinion
of Counsel as provided to the Trustee (at no expense to the
Trustee) that the
holding of an Ownership Interest in a Residual Certificate by such
Person may
cause 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, (A) as to any Class of Regular Certificates
(other than the
Class A-2FL Certificates) and the Class A-2FL Regular Interest, the
Accrued
Certificate Interest in respect of such Class of Regular
Certificates or the
Class A-2FL Regular Interest, as applicable, for such Distribution
Date, reduced
(to not less than zero) by any allocations to such Class of
Certificates (other
than in the case of the Class X Certificates) or the Class A-2FL
Regular
Interest, as applicable, of (i) the product of (a) any Net
Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (b) a
fraction,
expressed as a decimal, the numerator of which is the Accrued
Certificate
Interest in respect of such Class of Certificates or the Class
A-2FL Regular
Interest, as applicable, for such Distribution Date, and the
denominator of
which is the aggregate Accrued Certificate Interest in respect of
all the
Classes of Regular Certificates (other than the Class A-2FL
Certificates and the
Class X Certificates) and the Class A-2FL Regular Interest for such
Distribution
Date, and (ii) any Certificate Deferred Interest for such
Distribution Date
allocated to such Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, pursuant to Section 4.06(a) and (B) with respect to any
Class of the
Class HG Certificates, the Accrued Certificate Interest in respect
of such Class
of Certificates for such Distribution Date, reduced (to not less
than zero) by
(i) any allocations, if any, of the Net Aggregate Prepayment
Interest Shortfall
with respect to the Houston Galleria Trust Subordinate Companion
Loan for such
Distribution Date allocated to such Class of Certificates as set
forth below,
and (ii) any Certificate Deferred Interest for such Distribution
Date allocated
to such Class pursuant to Section 4.06(a). The Net Aggregate
Prepayment Interest
Shortfall for the Houston Galleria Trust Subordinate Companion
Loan, if any, for
each Distribution Date shall be allocated, up to an amount equal to
the lesser
of (i) any such Net Aggregate Prepayment Interest Shortfall and
(ii) any Accrued
Certificate Interest in respect of the particular Class of related
Certificates
for such Distribution Date, first, to the Class HG-5 Certificates,
then to the
Class HG-4 Certificates, then to the Class HG-3 Certificates, then
to the Class
HG-2 Certificates and then to the Class HG-1 Certificates.
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account, the Floating Rate
Account and the
Excess Interest Distribution Account, all of which may be
subaccounts of a
single Eligible Account.
"Distribution Date": The 15th day of each month, or, if such
15th
day is not a Business Day, on the next succeeding Business Day,
beginning in
January 2006.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
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 or Companion 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 or Companion 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 or
Companion Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Companion Loan, the period commencing on the day
immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in
the month
preceding the month in which such Distribution Date occurs and
ending on and
including the Due Date for such Mortgage Loan or Companion Loan
occurring in the
month in which such Distribution Date occurs; provided, that the
first Due
Period with respect to Mortgage Loans with their first Due Date in
January 2006
or February 2006 shall begin on the Cut-off Date of such Mortgage
Loan.
Notwithstanding the foregoing, in the event that the last day of a
Due Period
(or applicable grace period) is not a Business Day, any payments
received with
respect to the Mortgage Loans or Companion 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.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution
or trust
company (including the Trustee), (A) the long-term unsecured debt
obligations of
which are rated at least "A+" by S&P, if the deposits are to be
held in such
account for 30 days or more, and the short-term debt obligations of
which have a
short-term rating of not less than "A-1" by S&P, if the
deposits are to be held
in such account for less than 30 days, (B) the long-term unsecured
debt
obligations of which are rated at least "Aa3" by Moody's, if the
deposits are to
be held in such account for 30 days or more, and the short-term
debt obligations
of which have a short-term rating of not less than "P-1" from
Moody's, if the
deposits are to be held in such account for less than 30 days, (C)
a segregated
account or accounts maintained with PNC Bank, National Association
so long as
PNC Bank, National Association (1) has a long-term unsecured debt
rating of at
least "A1" (if the deposits are to be held in the account for more
than 30 days)
and a short-term rating of at least "P-1" (if the deposits are to
be held in the
account for 30 days or less) from Moody's, (2) has a long-term
unsecured debt
rating of at least "A" (if the deposits are to be held in the
account for 30
days or more) and a short-term deposit or short-term unsecured debt
rating of at
least "A-1" (if the deposits are to be held in the account for less
than 30
days) from S&P or (3) has a long-term unsecured debt rating of
at least "A" (if
the deposits are to be held in the account for more than 30 days)
and a
short-term deposit or short-term unsecured debt rating of at least
"F-1" (if the
deposits are to be held in the account for 30 days or less) from
Fitch or (D)
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 will not be qualified, downgraded or withdrawn by
reason
thereof, or (ii) 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 corporate
trust powers,
acting in its fiduciary capacity, the long-term deposit or
unsecured debt
obligations of which, or if it is the wholly-owned subsidiary of an
entity the
long-term deposit or unsecured obligations of which, are rated at
least "Baa3"
by Moody's; 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). Eligible Accounts may bear interest. No
Eligible
Account shall be evidenced by a certificate of deposit, passbook or
other
similar instrument.
"Eligible Investor": Either (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 or (ii) an Institutional
Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-99 or any successor thereto published by the American
Society of
Testing Materials.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the
originator of such Mortgage Loan relating to the Mortgagor's
obligation to
remediate or monitor or indemnify for any environmental problems
relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class L, Class M, Class N,
Class
O, Class P, Class Q, Class NR, Class HG-1, Class HG-2, Class HG-3,
Class HG-4,
Class HG-5 or Class HG-X 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 the transfer of such
Certificate to a
Plan.
"Escrow Payment": Any payment received by any Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground lease
rents and similar items in respect of the related Mortgaged
Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Eurohypo": Eurohypo AG, New York Branch, a German banking
corporation, or its successor in interest.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on such Mortgage Loan after the Anticipated Repayment Date
allocable to
the Excess Rate, including all interest accrued thereon. The Excess
Interest
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts
(or as a
subaccount of the Distribution Account) by the Trustee pursuant to
Section
3.04(c), which shall be entitled "LaSalle Bank National
Association, as Trustee,
in trust for the registered Holders of J.P. Morgan Chase Commercial
Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series
2005-LDP5, Excess Interest Distribution Account," and which must be
an Eligible
Account (or a subaccount of an Eligible Account). The Excess
Interest
Distribution Account shall not be an asset of either the Lower-Tier
REMIC or the
Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess
of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate,
each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Fannie Mae": Federal National Mortgage Association or any
successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the Directing
Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan
(and if
applicable, any defaulted Companion Loan) or REO Property (other
than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any
of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable
Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the
applicable
Companion Holder or the Special Servicer pursuant to Section
3.18(b) or the
Houston Galleria Controlling Holder pursuant to Sections 3.18(f)
and 3.18(g), a
Companion Holder pursuant to Section 3.18(d), any mezzanine lender
pursuant to
Section 3.18(e) or the applicable Master Servicer, Special
Servicer, the Holders
of the Controlling Class, or the Holders of the Class LR
Certificates pursuant
to Section 9.01) that there has been a recovery of all Insurance
and
Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other
payments or
recoveries that, in the Special Servicer's judgment, which judgment
was
exercised without regard to any obligation of the Special Servicer
to make
payments from its own funds pursuant to Section 3.07(b), will
ultimately be
recoverable.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to
time.
"Fitch": Fitch, Inc., and its successor in interest. If neither
Fitch nor any successor remains in existence, "Fitch" shall be
deemed to refer
to such other nationally recognized statistical rating agency or
other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Master Servicers and the Special
Servicer, and
specific ratings of Fitch herein referred shall be deemed to refer
to the
equivalent ratings of the party so designated.
"Floating Rate Account": The trust account or accounts created
and
maintained as a separate account or accounts (or as a subaccount of
the
Distribution Account) by the Trustee pursuant to Section 3.04(b),
which shall be
entitled "LaSalle Bank National Association, as Trustee, in trust
for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass Through Certificates, Series 2005-LDP5
Class A-2FL
Certificates, Floating Rate Account," and which must be an Eligible
Account (or
a subaccount of an Eligible Account). The Floating Rate Account
shall not be an
asset of either the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related
REO Property
net of any related Liquidation Expenses, unreimbursed Advances,
Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and
unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii)
the Purchase
Price for such Mortgage Loan on the date on which such Liquidation
Proceeds were
received.
"Gain-on-Sale Reserve Account": A custodial account or accounts
(or
subaccount of the Distribution Account) created and maintained by
the Trustee,
pursuant to Section 3.04(d) on behalf of the Trustee in trust for
the
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Trustee, in trust for the registered Holders of J.P. Morgan
Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2005-LDP5, Gain-on-Sale Reserve Account." Any such account shall be
an Eligible
Account or a subaccount of an Eligible Account.
"General Servicing Standard": As defined in Section 3.01(a).
"GMAC": GMAC Commercial Mortgage Corporation.
"GMAC Servicing Standard": As defined in Section 3.01(a).
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest, the Excess Interest
Distribution Account
and the proceeds thereof, beneficial ownership of which is
represented by the
Class S Certificates, and (ii) the Class A-2FL Regular Interest,
the Swap
Contract, the Floating Rate Account and the proceeds thereof,
beneficial
ownership of which is represented by the Class A-2FL
Certificates.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": shall mean any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": shall mean any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 2.
"Group A Companion Distribution Account": With respect to the
Group
A Companion Loans, the separate account created and maintained by
the Group A
Companion Paying Agent pursuant to Section 3.04(b) and held on
behalf of the
related Companion Holders, which shall be entitled "Midland Loan
Services, Inc.,
as Companion Paying Agent for the holders of the Group A Companion
Loans of the
Companion Loans, relating to the J.P. Morgan Chase Commercial
Mortgage
Securities Corp., Commercial Mortgage Pass Through Certificates,
Series
2005-LDP5". The Group A Companion Distribution Account shall not be
an asset of
the Trust Fund, but instead shall be held by the holders of the
Group A
Companion Paying Agent on behalf of the Group A Companion Loans.
Any such
account shall be an Eligible Account and may be a subaccount of the
Certificate
Account.
"Group A Companion Loan": With respect to any Group A Mortgage
Loan,
the related Companion Loan(s).
"Group A Companion Paying Agent": Midland Loan Services Inc., in
its
role as a Companion Paying Agent appointed pursuant to Section
3.30.
"Group A Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group A, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"Group B Companion Distribution Account": With respect to the
Group
B Companion Loans, the separate account created and maintained by
the Group B
Companion Paying Agent pursuant to Section 3.04(b) and held on
behalf of the
related Companion Holders, which shall be entitled "GMAC Commercial
Mortgage
Corporation, as Companion Paying Agent for the holders of Group B
Companion
Loans of the Companion Loans, relating to the J.P. Morgan Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass Through
Certificates, Series
2005-LDP5". The Group B Companion Distribution Account shall not be
an asset of
the Trust Fund, but instead shall be held by the Group B Companion
Paying Agent
on behalf of the holders of the Group B Companion Loans. Any such
account shall
be an Eligible Account and may be a subaccount of the Certificate
Account.
"Group B Companion Loan": With respect to any Group B Mortgage
Loan,
the related Companion Loan(s).
"Group B Companion Paying Agent": GMAC Commercial Mortgage
Corporation, in its role as a Companion Paying Agent appointed
pursuant to
Section 3.30.
"Group B Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group B, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"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.
"Houston Galleria Collateral Support Deficit": As defined in
Section
4.04(d).
"Houston Galleria Companion Loans": The Houston Galleria Pari
Passu
Companion Loan and the Houston Galleria Non-Trust Subordinate
Companion Loan.
"Houston Galleria Companion Loan Holders": The holders of the
Houston Galleria Companion Loans.
"Houston Galleria Companion Loan Securities": For so long as
the
Houston Galleria Loan, the Houston Galleria Trust Subordinate
Companion Loan or
a successor REO Mortgage Loan with respect to the Houston Galleria
Loan or the
Houston Galleria Trust Subordinate Companion Loan is part of the
Trust Fund, any
class of securities backed, wholly or partially, by any of the
Houston Galleria
Companion Loans.
"Houston Galleria Control Appraisal Event": With respect to the
Houston Galleria Whole Loan, a "Control Appraisal Event" with
respect to the
Houston Galleria Non-Trust Subordinate Companion Loan pursuant to
the Houston
Galleria Intercreditor Agreement.
"Houston Galleria Controlling Holder": The holder of more than
50%
of Percentage Interests in the Class of Class HG Certificates
bearing the latest
sequential designation and for which no Class HG Certificate
Control Transfer
Event exists, except during the continuance of a Houston Galleria
Trust Control
Appraisal Event, in which case the holder of a majority of the
outstanding
principal balance of the Houston Galleria Non-Trust Subordinate
Companion Loan
shall be the Houston Galleria Controlling Holder except during the
continuance
of a Houston Galleria Control Appraisal Event in which case the
Directing
Certificateholder shall be the Houston Galleria Controlling
Holder.
Notwithstanding anything to the contrary contained herein, to the
extent the
holder of the Houston Galleria Non-Trust Subordinate Companion Loan
is not the
Houston Galleria Controlling Holder, the Houston Galleria Non-Trust
Subordinate
Companion Loan holder shall be provided with copies of all notices,
requests for
consents and approvals, reports and correspondence provided to the
Houston
Galleria Controlling Holder.
"Houston Galleria Event of Default": An "Event of Default" as
defined under the Houston Galleria Whole Loan documents.
"Houston Galleria Intercreditor Agreement": The intercreditor
agreement, by and among the holders of the Houston Galleria Loan,
the holders of
the Houston Galleria Pari Passu Companion Loan, the holder of the
Houston
Galleria Non-Trust Subordinate Companion Loan and the Houston
Galleria Trust
Subordinate Companion Loan, relating to the relative rights of such
holders of
the Houston Galleria Mortgage Whole Loan, as the same may be
further amended in
accordance with the terms thereof.
"Houston Galleria Loan": With respect to the Houston Galleria
Whole
Loan, the mortgage loan which is included in the Trust (identified
as Mortgage
Loan No. 2 on the Mortgage Loan Schedule), which is senior in right
of payment
to the related Houston Galleria Non-Trust Subordinate Companion
Loan and the
Houston Galleria Trust Subordinate Companion Loan and pari passu in
right of
payment to the Houston Galleria Pari Passu Companion Loan to the
extent set
forth in the Houston Galleria Whole Loan and as provided in the
Houston Galleria
Intercreditor Agreement.
"Houston Galleria Mortgaged Property": The mortgaged property
which
secures the Houston Galleria Whole Loan.
"Houston Galleria Non-Trust Subordinate Companion Loan": With
respect to the Houston Galleria Whole Loan, the related promissory
note made by
the related Mortgagor and secured by the Mortgage on the Houston
Galleria
Mortgaged Property and designated as promissory note B, which is
not included in
the Trust and which is subordinate in right of payment to the
Houston Galleria
Loan and the Houston Galleria Pari Passu Companion Loan, but is
senior in right
of payment to the Houston Galleria Trust Subordinate Companion Loan
to the
extent set forth in the related Mortgage Loan documents and as
provided in the
Houston Galleria Intercreditor Agreement.
"Houston Galleria Pari Passu Companion Loan": With respect to
the
Houston Galleria Whole Loan, collectively, the related promissory
notes made by
the related Mortgagor and secured by the Mortgage on the Houston
Galleria
Mortgaged Property and designated as promissory notes A-2A and
A-2B, which are
not included in the Trust, that are senior in right of payment to
the Houston
Galleria Non-Trust Subordinate Companion Loan and the Houston
Galleria Trust
Subordinate Companion Loan and pari passu in right of payment with
the Houston
Galleria Loan to the extent set forth in the Houston Galleria
Intercreditor
Agreement.
"Houston Galleria Pari Passu Loans": With respect to the
Houston
Galleria Whole Loan, the related promissory notes made by the
Houston Galleria
Mortgagor and secured by the Mortgage on the Houston Galleria
Mortgaged Property
and designated as promissory note A-1, promissory note A-2A and
promissory note
A-2B, that are pari passu with respect to each other and senior in
right of
payment to the Houston Galleria Subordinate Companion Loans to the
extent set
forth in the Houston Galleria Whole Loan and as provided in the
Houston Galleria
Intercreditor Agreement.
"Houston Galleria Purchase Option": As defined in Section
3.18(g).
"Houston Galleria Subordinate Companion Loans": Each of the
Houston
Galleria Non-Trust Subordinate Companion Loan and the Houston
Galleria Trust
Subordinate Companion Loan.
"Houston Galleria Trust Control Appraisal Event": Shall mean,
with
respect to the Houston Galleria Whole Loan, a "Note C Control
Appraisal Event"
as defined in the Houston Galleria Intercreditor Agreement.
"Houston Galleria Trust Subordinate Companion Loan": With respect
to
the Houston Galleria Whole Loan, the related promissory note made
by the related
Mortgagor and secured by the Mortgage on the Houston Galleria
Mortgaged Property
and designated as promissory note C, which is included in the Trust
and which is
subordinate in right of payment to the Houston Galleria Loan, the
Houston
Galleria Pari Passu Companion Loan and the Houston Galleria
Non-Trust
Subordinate Companion Loan to the extent set forth in the related
Mortgage Loan
documents and as provided in the Houston Galleria Intercreditor
Agreement.
"Houston Galleria Trust Subordinate Companion Loan Noteholder":
The
holder of the Houston Galleria Trust Subordinate Companion
Loan.
"Houston Galleria Whole Loan": The Houston Galleria Loan,
together
with the Houston Galleria Pari Passu Companion Loan, the Houston
Galleria
Non-Trust Subordinate Companion Loan and the Houston Galleria Trust
Subordinate
Companion Loan, each of which is secured by the same Mortgage on
the Houston
Galleria Mortgaged Property. References herein to the Houston
Galleria Whole
Loan shall be construed to refer to the aggregate indebtedness
under the Houston
Galleria Pari Passu Loans and the Houston Galleria Subordinate
Companion Loans.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Trustee, the
Depositor, each
Master Servicer, the Special Servicer, the Directing
Certificateholder 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, any Master Servicer, the Special Servicer, the
Directing
Certificateholder, or any Affiliate thereof and (iii) is not
connected with the
Trustee, the Depositor, any Master Servicer, the Special Servicer,
the Directing
Certificateholder 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, any Master Servicer, the Special Servicer,
the Directing
Certificateholder 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, any Master Servicer, the Special Servicer, the
Directing
Certificateholder, the Houston Galleria Representative or any
Affiliate thereof,
as the case may be, provided, that such beneficial ownership
constitutes less
than 1% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust within the
meaning of Section
856(d)(3) of the Code if the Trust 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
applicable Master Servicer, any Companion Holder or the Trust,
delivered to the
Trustee, any Companion Holder and the applicable Master 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 Trust is at arm's
length, all
within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that
any Master 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 to that effect) or
(ii) any other
Person (including the Master Servicers and the Special Servicer)
upon receipt by
the Trustee and the applicable Master Servicer of an Opinion of
Counsel, which
shall be at no expense to the Trustee, the Master Servicers or the
Trust Fund,
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 Purchaser": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with any Master Servicer as of
the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the full or partial
condemnation of a
Mortgaged Property, in either case, 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 either case, in
accordance with
the Servicing Standards (and in the case of the Houston Galleria
Loan, the
Houston Galleria Trust Subordinate Companion Loan or any AB
Mortgage Loan, to
the extent any portion of such proceeds are received by the Trustee
in
connection with such AB Mortgage Loan or the Houston Galleria Loan,
the Houston
Galleria Trust Subordinate Companion Loan, as applicable, pursuant
to the
allocations set forth in the related Intercreditor Agreement).
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Intech One & Two AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as loan number 37.
"Intech One & Two Companion Loan": That certain loan evidenced
by a
promissory B note, which is not an asset of the Trust Fund, secured
by the
Mortgaged Property securing the Intech One & Two AB Mortgage
Loan.
"Intech One & Two Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders, dated as of December 2,
2005, by and
between Nomura Credit & Capital, Inc., as the B Note Holder,
and Nomura Credit &
Capital, Inc., as the A Note Holder.
"Intercreditor Agreements": Each of the Houston Galleria
Intercreditor Agreement, the Intech One & Two Intercreditor
Agreement, the
Lincoln Park Town Homes Intercreditor Agreement, the Brookdale
Office Portfolio
Intercreditor Agreement, the Jordan Creek Intercreditor Agreement
and the 30
West Monroe Intercreditor Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-2FL Certificates), the Class
HG
Certificates, the Class A-2FL Regular Interest or the
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
(other than with respect to the Class HG Certificates) assuming
that each month
has 30 days and each year has 360 days (and with respect to the
Class HG
Certificates, calculated assuming that each month has the actual
number of days
in such Interest Accrual Period and each year has 360 days). With
respect to the
Class A-2FL Certificates and any Distribution Date, the Interest
Accrual Period
will be the period from and including the Distribution Date in the
month
preceding the month in which the related Distribution Date occurs
(or in the
case of the first Distribution Date, the Closing Date) to, but
excluding the
related Distribution Date, calculated assuming that each month has
the actual
number of days in such Interest Accrual Period and each year has
360 days,
provided that if the Pass-Through Rate for the Class A-2FL
Certificates converts
to a fixed rate, interest will be calculated assuming each month
has 30 days and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-2FL Certificates) or Class HG
Certificates
and the Class A-2FL Regular Interest 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, Class HG
Certificates, or the Class A-2FL Regular Interest, as applicable,
for such
Distribution Date.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained by the Trustee pursuant
to Section
3.25 in the name of "LaSalle Bank National Association, as Trustee,
in trust for
the registered holders of J.P. Morgan Chase Commercial Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-LDP5, Interest
Reserve Account," into which the amounts set forth in Section 3.25
shall be
deposited directly and which must be an Eligible Account or
subaccount of an
Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, each Master Servicer, the
Special Servicer, any Independent Contractor engaged by the Special
Servicer,
any Holder of a Certificate, each Companion Holder (but only with
respect to the
related AB Mortgage Loan or the Houston Galleria Loan, as
applicable) 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).
"IXIS": IXIS Real Estate Capital Inc., a New York corporation,
or
its successor in interest.
"Jordan Creek AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 5.
"Jordan Creek Companion Loan": That certain loan evidenced by a
promissory B note, which is not an asset of the Trust Fund, secured
by the
Mortgaged Property securing the Jordan Creek AB Mortgage Loan.
"Jordan Creek Intercreditor Agreement": That certain
Intercreditor
Agreement Among Noteholders, dated as of May 3, 2005, by and
between AIB Debt
Management Limited, as the B Note Holder, and Eurohypo AG, New York
Branch, as
the A Note Holder.
"Jordan Creek
Loan Pair": Collectively, the Jordan Creek AB
Mortgage Loan and the Jordan Creek Companion Loan.
"JPMorgan": JPMorgan Chase Bank, National Association, a
banking
association organized under the laws of the United States, or its
successor in
interest.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to the related
Determination Date,
whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds
or otherwise, which represent late payments or collections of
principal or
interest due in respect of such Mortgage Loan or Companion Loan
(without regard
to any acceleration of amounts due thereunder by reason of default)
on a Due
Date prior to the immediately preceding Determination Date and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property prior to the related Determination Date,
whether as
Insurance and 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
Companion Loan (without regard to any acceleration of amounts due
under the
predecessor Mortgage Loan or Companion Loan by reason of default)
on a Due Date
prior to the immediately preceding Determination Date and not
previously
recovered. The term "Late Collections" shall specifically exclude
Penalty
Charges.
"LIBOR": With respect to the Class A-2FL Certificates and each
Interest Accrual Period, the rate for deposits in U.S. Dollars, for
a period
equal to one month, which appears on the Dow Jones Market Service
(formerly
Telerate) Page 3750 as of 11:00 a.m., London time, on the related
LIBOR
Determination Date. If such rate does not appear on Dow Jones
Market Service
Page 3750, the rate for that Interest Accrual Period shall be
determined on the
basis of the rates at which deposits in U.S. Dollars are offered by
any four
major reference banks in the London interbank market selected by
the Trustee to
provide such bank's offered quotation of such rates at
approximately 11:00 a.m.,
London time, on the related LIBOR Determination Date to prime banks
in the
London interbank market for a period of one month, commencing on
the first day
of such Interest Accrual Period and in an amount that is
representative for a
single such transaction in the relevant market at the relevant
time. The Trustee
shall request the principal London office of any four major
reference banks in
the London interbank market selected by the Trustee to provide a
quotation of
such rates, as offered by each such bank. If at least two such
quotations are
provided, the rate for that Interest Accrual Period shall be the
arithmetic mean
of the quotations. If fewer than two quotations are provided as
requested, the
rate for that Interest Accrual Period shall be the arithmetic mean
of the rates
quoted by major banks in New York City selected by the Trustee, at
approximately
11:00 a.m., New York City time, on the LIBOR Determination Date
with respect to
such Mortgage Loan Accrual Period for loans in U.S. Dollars to
leading European
banks for a period equal to one month, commencing on the LIBOR
Determination
Date with respect to such Interest Accrual Period and in an amount
that is
representative for a single such transaction in the relevant market
at the
relevant time. The Trustee shall determine LIBOR for each Interest
Accrual
Period and the determination of LIBOR by Trustee shall be binding
absent
manifest error.
"LIBOR Determination Date": (i) With respect to the initial
Interest
Accrual Period, the date that is two LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is two LIBOR Business Days prior to the beginning of the
related Interest
Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England and New York, New York.
"Lincoln Park Town Homes AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
154.
"Lincoln Park
Town Homes Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Lincoln Park Town
Homes AB
Mortgage Loan.
"Lincoln Park Town Homes Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders, dated as of October 14,
2005, by and
between CBA-Mezzanine Capital Finance, LLC, as the B Note Holder,
and Nomura
Credit & Capital, Inc., as the A Note Holder.
"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 is repurchased by the applicable Mortgage Loan Seller pursuant
to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Controlling Class Option Holder or the Special
Servicer
pursuant to Section 3.18(b); or the Houston Galleria Controlling
Holder pursuant
to Section 3.18(f) or Section 3.18(g); (v) such Mortgage Loan is
purchased by
the Special Servicer, the applicable Master Servicer, the Holders
of the
Controlling Class or the Holders of the Class LR Certificates
pursuant to
Section 9.01 or acquired by the Sole Certificateholder in exchange
for its
Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan
is purchased
by (a) the applicable Companion Holder pursuant to or as
contemplated by Section
3.18(d) or (b) a mezzanine lender pursuant to the related
mezzanine
intercreditor 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; (ii) such REO Property is
purchased by the
applicable Master Servicer, the Special Servicer, the Holders of
the Controlling
Class or the Holders of the Class LR Certificates pursuant to
Section 9.01; or
(iii) such REO Property is purchased by (a) the applicable
Companion Holder
pursuant to or as contemplated by Section 3.18(d) or (b) a
mezzanine lender
pursuant to the related mezzanine intercreditor agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by the Special Servicer in
connection
with a liquidation of any Specially Serviced Mortgage Loan or REO
Property
pursuant to Section 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 each Specially Serviced Mortgage Loan or REO Property as
to which the
Special Servicer receives a full or discounted payoff (or an
unscheduled partial
payment to the extent such prepayment is required by the Special
Servicer as a
condition to a workout) with respect thereto from the related
Mortgagor or any
Liquidation Proceeds or Insurance and Condemnation Proceeds with
respect to the
related Mortgage Loan, or REO Property (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
other unscheduled partial payment or the Liquidation Proceeds or
Insurance and
Condemnation Proceeds (net of the related costs and expenses
associated with the
related liquidation) related to such liquidated Specially Serviced
Mortgage Loan
or REO Property, as the case may be; provided, however, that no
Liquidation Fee
shall be payable with respect to any event described in (1) clause
(iii)(A) of
the definition of "Liquidation Proceeds" if such purchase occurs
within the
first 90 days after the Special Servicer's initial determination of
the fair
value of such Specially Serviced Mortgage Loan, (2) clause (iv) of
the
definition of "Liquidation Proceeds" if such repurchase occurs
within the time
parameters (including any applicable extension period) set forth in
this
Agreement and in the related Mortgage Loan Purchase Agreement or,
if such
repurchase occurs after such time period, the Mortgage Loan Seller
was acting in
good faith to resolve such breach or defect or (3) clause (v) and
clause (vi) of
the definition of "Liquidation Proceeds," (except that a
Liquidation Fee will be
payable (i) with respect to any purchase by a mezzanine lender or
the holder of
a Companion Loan if such purchase does not occur within 90 days
following the
date the related Mortgage Loan becomes subject to such purchase
option under the
related Intercreditor Agreement or (ii) with respect to the
Brookdale Office
Portfolio AB Mortgage Loan, at any time if such purchase occurs
following the
existence of a Control Appraisal Event (provided the immediately
preceding
clause (i) is not then applicable) with respect to the Brookdale
Office
Portfolio Subordinate Companion Loan).
"Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, a rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts received by or paid to any
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
(including a payment in full) of a Mortgaged Property or other
collateral
constituting security for a Defaulted Mortgage Loan through a
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)
(A) the purchase of a Defaulted Mortgage Loan (including the
Houston Galleria
Trust Subordinate Companion Loan) by the Majority Controlling
Class
Certificateholder, the Houston Galleria Controlling Holder, the
Special Servicer
or any Master Servicer or any of their assignees pursuant to
Section 3.18(a) or
Section 3.18(f), as applicable or (B) any other sale thereof
pursuant to Section
3.18(c), Section 3.18(e) or Section 3.18(f); (iv) the repurchase of
a Mortgage
Loan by the applicable Mortgage Loan Seller pursuant to Section 6
of the related
Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage
Loan or REO
Property by the Holders of the Controlling Class, the Special
Servicer, any
Master Servicer or the Holders of the Class LR Certificates
pursuant to Section
9.01 or; (vi) the purchase of a Mortgage Loan or an REO Property by
(a) the
Companion Holder pursuant to Section 3.18(d) or (b) any other
mezzanine lender
of the related Mortgage Loan or REO Loan.
"Loan Group": 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 and Workout-Delayed Reimbursement
Amounts,
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,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 1
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 2
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 2 Principal Distribution Amount"), 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; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 2 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 2 Principal Distribution Amount).
"Loan Group 1 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 1
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1, Class A-2FL, Class A-2, Class
A-3, Class
A-4 and Class A-SB Certificates, exceeds (2) the aggregate amount
distributed in
respect of principal on the Class A-1, Class A-2FL, Class A-2,
Class A-3, Class
A-4 and Class A-SB Certificates on the prior Distribution Date.
There will be no
Loan Group 1 Principal Shortfall on the first Distribution
Date.
"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 and Workout-Delayed Reimbursement
Amounts,
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,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 2
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 1
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 1 Principal Distribution Amount", 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; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 1 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 1 Principal Distribution Amount).
"Loan Group 2 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 2
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1A Certificates, exceeds (2) the
aggregate
amount distributed in respect of principal on the Class A-1A
Certificates on the
prior Distribution Date. There will be no Loan Group 2 Principal
Shortfall on
the first Distribution Date.
"Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan or the Houston Galleria Whole Loan, as
applicable.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by the Trustee pursuant to
Section
3.04(b) in trust for the Certificateholders, which shall be
entitled "LaSalle
Bank National Association, as Trustee, in trust for the registered
Holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2005-LDP5, Lower-Tier
Distribution Account".
Any such account, accounts or sub-accounts shall be an Eligible
Account.
"Lower-Tier HG Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) 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 (ii) as of
any date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.02(iii), and in the case of the Class LA-1-1,
Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1-5, 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-2FL-1, Class
LA-2FL-2, Class
LA-2FL-3, Class LA-2-1, Class LA-2-2, Class LA-3-1, Class LA-3-2,
Class LA-4-1,
Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class
LA-4-6, Class
LA-4-7, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4,
Class
LA-SB-5, Class LA-SB-6, Class LG-1, Class LG-2, Class LG-3, Class
LH-1, Class
LH-2, Class LH-3, Class LJ-1, Class LJ-2, Class LJ-3, Class LK-1,
Class LK-2,
Class LK-3, Class LL-1, Class LL-2, Class LM-1, Class LM-2, Class
LQ-1 and Class
LQ-2 Uncertificated Interests, as set forth in Section
4.01(b)).
"Lower-Tier Regular Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier REMIC": One of two separate REMICs comprising a
portion
of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an
allocable
portion thereof, in the case of the AB Mortgage Loans or the
Houston Galleria
Loan), such amounts as shall from time to time be held in the
Certificate
Account (other than with respect to the Companion Loans), the REO
Account, if
any, the Interest Reserve Account, the Gain-on-Sale Reserve Account
and the
Lower-Tier Distribution Account, and all other property included in
the Trust
Fund that is not in the Upper-Tier REMIC or the Grantor Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date
of
determination, a fraction, expressed as a percentage, the numerator
of which is
the scheduled principal balance of such Mortgage Loan as of such
date (assuming
no defaults or prepayments on such Mortgage Loan prior to that
date), and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the
Controlling Class Certificateholder owning a majority of the
Percentage
Interests in the Controlling Class.
"Majority Mortgage Loans": All Mortgage Loans except the
Houston
Galleria Trust Subordinate Companion Loan.
"Master Servicer": With respect to (a) the Group A Mortgage
Loans
and any related Companion Loans and any related REO Properties, and
any matters
relating to the foregoing, Master Servicer No. 1, and (b) the Group
B Mortgage
Loans and any related Companion Loans and any related REO
Properties, and any
matters relating to the foregoing, Master Servicer No. 2.
"Master Servicer No. 1": Midland Loan Services, Inc., in its
capacity as master servicer with respect to the Group A Mortgage
Loans and any
related Companion Loans and any related REO Properties hereunder,
or any
successor master servicer appointed as provided herein with respect
to the Group
A Mortgage Loans, any related Companion Loans and any related REO
Properties.
"Master Servicer No. 2": GMAC Commercial Mortgage Corporation,
in
its capacity as master servicer with respect to the Group B
Mortgage Loans and
any related Companion Loans and any related REO Properties
hereunder, or any
successor master servicer appointed as provided herein with respect
to the Group
B Mortgage Loans, any related Companion Loans and any related REO
Properties.
"Maturity Date": With respect to any Mortgage Loan or Companion
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 or Companion Loan by reason of default thereunder or (ii) any
grace period
permitted by the related Mortgage Note.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of principal and/or interest
(other than
Excess Interest) on such Mortgage Loan or Companion Loan, including
any Balloon
Payment, which is payable (as the terms of the applicable Mortgage
Loan or
Companion Loan may be changed or modified in connection with a
bankruptcy or
similar proceedings involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
pursuant to
the terms hereof) by a Mortgagor from time to time under the
related Mortgage
Note and applicable law, without regard to any acceleration of
principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and
without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence, "Moody's" shall be deemed to
refer to such
other nationally recognized statistical rating agency or other
comparable Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicers and the Special Servicer, and
specific ratings of
Moody's herein referenced shall be deemed to refer to the
equivalent ratings of
the party so designated.
"Mortgage": With respect to any Mortgage Loan or Companion Loan,
the
mortgage, deed of trust or other instrument securing a Mortgage
Note and
creating a lien on the fee and/or leasehold interest in the related
Mortgaged
Property.
"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 each Mortgage Loan and
Companion
Loan, if applicable, but subject to Section 2.01, collectively the
following
documents:
(i) the original executed Mortgage Note bearing, or
accompanied by, all prior and intervening endorsements,
assignments
or allonges showing a complete chain of endorsement or
assignment
from the originator of the Mortgage Loan to 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,
representation or warranty, express or implied to the order of
the
Trustee in the following form: "Pay to the order of LaSalle
Bank
National Association, as trustee for the registered holders of
J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP5" or in
blank,
provided that the requirements of this clause (i) will be
satisfied
by delivery of a signed lost note affidavit and indemnity
properly
assigned or endorsed to the Trustee as described above, with a
copy
of the Mortgage Note attached to it;
(ii) the original Mortgage (or a certified or other copy
thereof from the applicable recording office) and originals (or
certified or other copies from the applicable recording office)
of
any
intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most
recent mortgagee of record, in each case with evidence of
recording
indicated thereon (except for recording information not yet
available if the Mortgage or an assignment thereof has not been
returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete and
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the most recent
assignee
of record thereof prior to the Trustee, or if none, by the
originator to "LaSalle Bank National Association, as trustee for
the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2005-LDP5" or in blank;
(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 to the most recent assignee of record, in each case with
evidence of recording thereon (except for recording information
not
yet available if the Assignment of Leases or an assignment
thereof
has not been returned from the applicable recording office);
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to preceding clause (iii)),
in
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the applicable assignee
of
record to "LaSalle Bank National Association, as Trustee for
the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2005-LDP5" or in blank;
(vi) an original or copy of any related Security 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 to the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in
complete
form, executed by the applicable Mortgage Loan Seller to
"LaSalle
Bank National Association, as Trustee for the registered holders
of
J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP5" or in
blank;
(viii) originals 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 has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof, 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 fee
or
leasehold interest in the Mortgaged Property, or if the policy
has
not yet been issued, an original or copy of a "marked-up"
written
commitment (marked as binding and in all cases countersigned by
the
title insurer or its authorized agent) or the pro forma or
specimen
title insurance policy (accepted or approved in writing by the
title
insurer or its authorized agent) or an agreement to provide the
same
pursuant to lender's escrow trust instructions executed by an
authorized representative of the title insurance company in
connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan and any intervening
assignments;
(xi) all UCC Financing Statements, assignments and
continuation statements or copies thereof, as filed or recorded,
or
in form that is complete and suitable for filing or recording,
as
appropriate, or other evidence of filing or recording sufficient
to
perfect (and maintain the perfection of) the security interest
held
by the originator of the Mortgage Loan (and each assignee of
record
prior to the Trustee) in and to the personalty of the Mortgagor
at
the Mortgaged Property (in each case with evidence of filing or
recording thereon, with the exception of filing or recording
information not yet available because the UCC Financing
Statement,
assignment or continuation statement, as the case may be, has
not
yet been returned from the applicable filing or recording
office),
and to transfer such UCC Financing Statements to the Trustee;
(xii) 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;
(xiii) with respect to any Mortgage Loans with Additional
Debt, a co-lender agreement, a subordination agreement or other
intercreditor agreement, pursuant to which such Additional Debt
will
be subordinated to such Mortgage Loan as set forth in such
intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease, the related ground lease or a copy thereof and any
related
ground lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan and, within sixty (60) days of the Closing Date or such
earlier
date as required by the issuer of the letter of credit, a copy
of
the appropriate transfer or assignment documents (which may be
in
the form of an amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together with a copy of any environmental insurance policy;
(xviii) a copy of any
loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any property management agreement(s);
(xxi) a copy of any franchise agreements and comfort letters
related thereto;
(xxii) a copy of any lock-box or cash management agreement(s);
(xxiii) a list related to such Mortgage Loan indicating the
related Mortgage Loan documents included in the related
Mortgage
File (the "Mortgage Loan Checklist"); and
(xxiv) with respect to each Mortgage Loan that has one or more
Companion Loan(s), the related Intercreditor Agreement and a copy
of
each Mortgage Note relating to such Companion Loan(s), rather
than
the original;
provided, however, that (a) 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, (b) if there exists with respect to any Crossed
Group only
one original or certified copy of any document referred to in the
definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed
Group, then
the inclusion of such original or certified copy in the Mortgage
File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed
the inclusion
of such original or certified copy in the Mortgage File for each
such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage
File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the
Mortgage
File for the related Mortgage Loan (except that references to the
Mortgage Note
otherwise described above shall be construed to instead refer to a
photocopy of
such Mortgage Note) and (d) the execution and/or recordation of any
assignment
of Mortgage, any separate assignment of Assignment of Leases and
any assignment
of any UCC Financing Statement in the name of the Trustee shall not
be construed
to limit the beneficial interest of the related Companion Holder(s)
in such
instrument and the benefits intended to be provided to them by such
instrument,
it being acknowledged that (i) the Trustee shall hold such record
title for the
benefit of the Trust as the holder of the related Mortgage Loan and
the related
Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee,
any Master Servicer, or the Special Servicer on its behalf to
enforce or obtain
the benefits of such instrument shall be construed to be so
undertaken by
Trustee, the applicable Master Servicer or the Special Servicer for
the benefit
of the Trust as the holder of the applicable Mortgage Loan and the
related
Companion Holder(s) collectively.
"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. Except where specifically noted, as used in
this
Agreement, the term "Mortgage Loan" shall include the Houston
Galleria Trust
Subordinate Companion Loan, but shall not include any other
Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage
File."
"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 identification number and loan servicing number
(as specified in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, 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 Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage
Loan Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box
agreement is in place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period; and
(xxvi) the applicable Loan Group to which the 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) JPMorgan, or its successor
in
interest, (2) NCCI, or its successor in interest, (3) Eurohypo, or
its successor
in interest, (4) PNC Bank, or its successor in interest, (5) IXIS,
or its
successor in interest and (6) AIG Mortgage Capital, LLC, or its
successor in
interest (and Some 1, LLC, or its successor in interest).
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
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 or
Companion Loan from time to time in accordance with the related
Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any
Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described
in clause (i)
above determined without regard to the passage of such Maturity
Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note.
"NCCI": Nomura Credit & Capital, Inc., a Delaware corporation,
or
its successor in interest.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date and (i) with respect to the Majority Mortgage
Loans, the
amount, if any, by which (a) the aggregate of all Prepayment
Interest Shortfalls
incurred in connection with the receipt of Principal Prepayments on
the Majority
Mortgage Loans during the related Due Period, exceeds (b) the
aggregate amount
deposited by the applicable Master Servicer in its Certificate
Account for such
Distribution Date pursuant to Section 3.19 in connection with such
Prepayment
Interest Shortfalls; and (ii) with respect to the Houston Galleria
Trust
Subordinate Companion Loan, the amount, if any, by which (a) the
aggregate of
all Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Houston Galleria Trust Subordinate
Companion Loan
during the related Due Period, exceeds (b) the aggregate amount
deposited by the
applicable Master Servicer in its Certificate Account for such
Distribution Date
pursuant to Section 3.19 in connection with such Prepayment
Interest Shortfalls.
"Net Investment Earnings": With respect to each Certificate
Account,
the Servicing Accounts 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 each Certificate Account,
the
Servicing Accounts or the 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 REO Loan
as of any date of determination, a rate per annum equal to the
related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided,
that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate
for any
Mortgage Loan will be determined without regard to any
modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by
the
applicable Master Servicer or the Special Servicer or resulting
from a
bankruptcy, insolvency or similar proceeding involving the
Mortgagor; provided
further, 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 Net 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
or Excess Interest) in respect of such Mortgage Loan during such
one-month
period at the related Net Mortgage Rate; provided further, that,
with respect to
each Interest Reserve Loan, the Net 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, and (B) preceding the Due Date in March, will
be the per
annum rate stated in the related Mortgage Note less the related
Administrative
Cost Rate. With respect to any REO Loan, the Net Mortgage Rate
shall be
calculated as described above, determined as if the predecessor
Mortgage Loan
had remained outstanding.
"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"
approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust, including any lease
renewed,
modified or extended on behalf of the Trust, if the Trust has the
right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided, that Workout-Delayed
Reimbursement
Amounts shall constitute a Nonrecoverable Advance only when the
Person making
such determination in accordance with the procedures specified in
the definition
of Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, as
applicable, and taking into account factors such as all other
outstanding
Advances, either (a) has determined in accordance with the
Servicing Standards
or the standards applicable to the Trustee as set forth in the
definitions of
"Nonrecoverable P&I Advance" and "Nonrecoverable Servicing
Advance" that such
Workout-Delayed Reimbursement Amounts would not ultimately be
recoverable from
Late Collections, Insurance Proceeds or Liquidation Proceeds, or
any other
recovery on or in respect of the related Mortgage Loan or REO Loan,
or (b) has
determined in accordance with the Servicing Standards or such other
applicable
standard that such Workout-Delayed Reimbursement Amounts, along
with any other
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances,
would not
ultimately be recovered from aggregate principal collections in
respect of the
pool of the Mortgage Loans or REO Loans.
"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 applicable Master Servicer or the
Trustee, as
applicable, will not be ultimately recoverable, together with any
accrued and
unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any
other recovery on or in respect of such Mortgage Loan or REO Loan;
provided,
however, that the Special Servicer may, at its option, in
consultation with the
Directing Certificateholder, make a determination in accordance
with the
Servicing Standards, that any P&I Advance previously made or
proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the
applicable Master
Servicer and the Trustee (and with respect to the Houston Galleria
Loan, to any
Other Servicer of the Houston Galleria Companion Loans) notice of
such
determination. Any such determination shall be conclusive and
binding on the
applicable Master Servicer and the Trustee, provided, however, the
Special
Servicer shall have no such obligation to make an affirmative
determination that
any P&I Advance is or would be recoverable, and in the absence
of a
determination by the Special Servicer that such P&I Advance is
a Nonrecoverable
P&I Advance, such decision shall remain with the applicable
Master Servicer or
the Trustee, as applicable. In making such recoverability
determination, the
applicable Master Servicer, Special Servicer or Trustee, as
applicable, will be
entitled (a) to consider (among other things) (i) the obligations
of the
Mortgagor under the terms of the related Mortgage Loan as it may
have been
modified and (ii) the related Mortgaged Properties in their "as is"
or then
current conditions and occupancies, as modified by such party's
assumptions
(consistent with the Servicing Standards in the case of the
applicable Master
Servicer and the Special Servicer or its good faith business
judgment in the
case of the Trustee) regarding the possibility and effects of
future adverse
change with respect to such Mortgaged Properties, (b) to estimate
and consider
(among other things) future expenses (consistent with the Servicing
Standards in
the case of the applicable Master Servicer and the Special Servicer
or in its
good faith business judgment in the case of the Trustee) among
other things and
the timing of recoveries and (c) to give due regard to the
existence of any
Nonrecoverable Advances which, at the time of such consideration,
the recovery
of which are being deferred or delayed by the Master Servicer, in
light of the
fact that Related Proceeds are a source of recovery not only for
the Advance
under consideration but also a potential source of recovery for
such delayed or
deferred Advance. In addition, any Person, in considering whether a
P&I Advance
is a Nonrecoverable Advance, will be entitled to give due regard to
the
existence of any outstanding Nonrecoverable Advance or
Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans which, at
the time of
such consideration, the reimbursement of which is being deferred or
delayed by
the applicable Master Servicer or the Trustee because there is
insufficient
principal available for such reimbursement, in light of the fact
that proceeds
on the related Mortgage Loan are a source of reimbursement not only
for the P&I
Advance under consideration, but also as a potential source of
reimbursement of
such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are
or may be being deferred or delayed. In addition, any such Person
may update or
change its recoverability determinations at any time (but not
reverse any other
Person's determination that an Advance is a Nonrecoverable Advance)
and,
consistent with the Servicing Standards, in the case of the
applicable Master
Servicer or its good faith business judgment in the case of the
Trustee, may
obtain, promptly upon request, from the Special Servicer any
reasonably required
analysis, Appraisals or market value estimates or other information
in the
Special Servicer's possession for making a recoverability
determination. Absent
bad faith, the applicable Master Servicer's, Special Servicer's or
the Trustee's
determination as to the recoverability of any P&I Advance shall
be conclusive
and binding on the Certificateholders. The determination by the
applicable
Master Servicer, the Special Servicer or the Trustee, as the case
may be, that
the applicable Master Servicer or the Trustee, as applicable, has
made a
Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would
constitute a Nonrecoverable P&I Advance, or any updated or
changed
recoverability determination, shall be evidenced by an Officer's
Certificate
delivered by either the Special Servicer or the applicable Master
Servicer to
the other and to the Trustee, the Directing Certificateholder, the
Depositor, or
by the Trustee to the Depositor, the applicable Master Servicer,
the Special
Servicer and the Directing Certificateholder. The Officer's
Certificate shall
set forth such determination of nonrecoverability and the
considerations of the
applicable Master Servicer, the Special Servicer or the Trustee, as
applicable,
forming the basis of such determination (which shall be accompanied
by, to the
extent available, income and expense statements, rent rolls,
occupancy status,
property inspections and any other information used by the
applicable Master
Servicer, the Special Servicer or the Trustee, as applicable, to
make such
determination and shall include any existing Appraisal of the
related Mortgage
Loan or Mortgaged Property). The Trustee shall be entitled to
conclusively rely
on the applicable Master Servicer's determination that a P&I
Advance is or would
be nonrecoverable and shall conclusively rely on and be bound by
any
determination of the Special Servicer that a P&I Advance is or
would be
nonrecoverable, and the applicable Master Servicer shall
conclusively rely on
and be bound by the Special Servicer's determination that a P&I
Advance is or
would be nonrecoverable. In the case of a cross-collateralized
Mortgage Loan,
such recoverability determination shall take into account the
cross-collateralization of the related cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property which,
in the reasonable judgment of the applicable Master 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, at the
Reimbursement
Rate, from Late Collections or any other recovery on or in respect
of such
Mortgage Loan or REO Property. In making such recoverability
determination, such
Person will be entitled to consider (among other things) the
obligations of the
Mortgagor under the terms of the related Mortgage Loan as it may
have been
modified, to consider (among other things) the related Mortgaged
Properties in
their "as is" or then current conditions and occupancies, as
modified by such
party's assumptions (consistent with the Servicing Standards in the
case of the
applicable Master Servicer or the Special Servicer or in its good
faith business
judgment in the case of the Trustee) regarding the possibility and
effects of
future adverse change with respect to such Mortgaged Properties, to
estimate and
consider (consistent with the Servicing Standards in the case of
the applicable
Master Servicer or the Special Servicer or in its good faith
business judgment
in the case of the Trustee) (among other things) future expenses
and to estimate
and consider (among other things) the timing of recoveries. In
addition, any
Person, in considering whether a Servicing Advance is a
Nonrecoverable Servicing
Advance, will be entitled to give due regard to the existence of
any
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
with respect to
other Mortgage Loans which, at the time of such consideration, the
recovery of
which are being deferred or delayed by the applicable Master
Servicer, in light
of the fact that proceeds on the related Mortgage Loan are a source
of recovery
not only for the Servicing Advance under consideration, but also as
a potential
source of recovery of such Nonrecoverable Advance or
Workout-Delayed
Reimbursement Amounts which are or may be being deferred or
delayed. In
addition, any such Person may update or change its recoverability
determinations
at any time (but not reverse any other Person's determination that
an Advance is
a Nonrecoverable Advance) and, consistent with the Servicing
Standards, in the
case of the applicable Master Servicer, may obtain, promptly upon
request, from
the Special Servicer any reasonably required analysis, Appraisals
or market
value estimates or other information in the Special Servicer's
possession for
making a recoverability determination. The determination by the
applicable
Master 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, or any
updated or changed recoverability determination, shall be evidenced
by an
Officer's Certificate delivered by either of the Special Servicer
or the
applicable Master Servicer to the other and to the Trustee, the
Directing
Certificateholder and the Depositor, or by the Trustee to the
Depositor, the
applicable Master Servicer, the Special Servicer and the
Directing
Certificateholder; provided, however, that the Special Servicer
may, at its
option, in consultation with the Directing Certificateholder, make
a
determination in accordance with the Servicing Standards, that any
Servicing
Advance previously made or proposed to be made is a Nonrecoverable
Servicing
Advance and shall deliver to the applicable Master Servicer and the
Trustee
notice of such determination. Any such determination shall be
conclusive and
binding on the applicable Master Servicer, the Special Servicer and
the Trustee;
provided, however, the Special Servicer shall have no such
obligation to make an
affirmative determination that any Servicing Advance is or would be
recoverable,
and in the absence of a determination by the Special Servicer that
such Advance
is a Nonrecoverable Servicing Advance, such decision shall remain
with the
applicable Master Servicer or the Trustee, as applicable. The
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the applicable Master Servicer, the Special
Servicer or the
Trustee, as applicable, forming the basis of such determination
(which shall be
accompanied by, to the extent available, such related income and
expense
statements, rent rolls, occupancy status and property inspections,
and shall
include an Appraisal of the related Mortgage Loan or Mortgaged
Property). The
Special Servicer shall promptly furnish any party required to make
Servicing
Advances hereunder with any information in its possession regarding
the
Specially Serviced Mortgage Loans and REO Properties as such party
required to
make Servicing Advances may reasonably request for purposes of
making
recoverability determinations. The Trustee will be entitled to
conclusively rely
on the applicable Master Servicer's determination that a Servicing
Advance is or
would be nonrecoverable and shall conclusively rely on and be bound
by any
determination of the Special Servicer that a Servicing Advance is
or would be
nonrecoverable, and the applicable Master Servicer shall
conclusively rely on
and be bound by the Special Servicer's determination that a
Servicing Advance is
or would be nonrecoverable. In the case of a cross collateralized
Mortgage Loan,
such recoverability determination shall take into account the
cross
collateralization of the related cross collateralized Mortgage
Loan.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-1, Class G, Class H, Class J, Class K,
Class L,
Class M, Class N, Class O, Class P, Class Q, Class NR, Class HG-1,
Class HG-2,
Class HG-3, Class HG-4, Class HG-5, Class HG-X, Class S, Class R or
Class LR
Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person 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) or (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. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause
(i) of the
preceding sentence, if it is a partnership (including any entity
treated as a
partnership for U.S. federal income tax purposes) any interest in
which is
owned, directly or indirectly, through one more partnerships,
trusts or other
pass-through entities by a Non-U.S. Person or (B) if such Person is
a U.S.
Person with respect to whom income from a Residual Certificate is
attributable
to a foreign permanent establishment of fixed base, within the
meaning of an
applicable income treaty, of such Person or any other U.S.
Person.
"Notional Amount": In the case of the Class X-1 Certificates,
the
Class X-1 Notional Amount. In the case of the Class X-2
Certificates, the Class
X-2 Notional Amount. In the case of the Class HG-X Certificates and
the Class
LHG-X Uncertificated Interest, the Class HG-X Notional Amount. In
the case of
each Component, the amount set forth in the applicable definition
thereof.
"Offered Certificates": The Class A-1, Class A-2FL, Class A-2,
Class
A-3, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class
X-2, Class
B, Class C, Class D, Class E and Class F Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the applicable Master Servicer or the Special Servicer, as the
case may be,
or a Responsible Officer of the Trustee, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor, the applicable
Master
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 as a REMIC, (b) compliance
with the
REMIC Provisions, (c) qualification of the Grantor Trust as a
grantor trust
under subpart E, Part I of subchapter J of the Code for federal
income tax
purposes or (d) the resignation of the applicable Master Servicer,
the Special
Servicer or the Depositor pursuant to Section 6.04, must be an
opinion of
counsel who is in fact Independent of the Depositor, the applicable
Master
Servicer or the Special Servicer, as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the Residual
Certificates)
and the Class A-2FL Regular Interest, 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-1
Notional
Amount, Class X-2 Notional Amount and Class HG-X Notional Amount,
the initial
Notional Amount thereof as of the Closing Date, as specified in the
Preliminary
Statement.
"Other Pooling and Servicing Agreement": Any pooling and
servicing
agreement with respect to a Regulation AB Companion Loan
Securitization.
"Other Servicer": Any servicer under an Other Pooling and
Servicing
Agreement.
"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 applicable Master 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 Business Day prior to the P&I Advance Date.
"Pari Passu Loan": The Houston Galleria Loan.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate,
the
Class A-2FL Pass-Through Rate, the Class A-2FL Regular Interest
Pass-Through
Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the
Class A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the
Class A-1A
Pass-Through Rate, the Class A-M 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 NR Pass-Through Rate, the Class HG-1 Pass-Through Rate,
the Class HG-2
Pass-Through Rate, the Class HG-3 Pass-Through Rate, the Class HG-4
Pass-Through
Rate, the Class HG-5 Pass-Through Rate, the Class HG-X Pass-Through
Rate, the
Class X-1 Pass-Through Rate or the Class X-2 Pass-Through Rate.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan), any amounts actually collected thereon (or, in the case
of a Mortgage
Loan (or successor REO Loan thereto) that is part of a Loan Pair,
actually
collected on such Loan Pair and allocated and paid on such Mortgage
Loan (or
successor REO Loan) in accordance with the related Intercreditor
Agreement) that
represent late payment charges and/or Default Interest, other than
a Yield
Maintenance Charge or prepayment premium, and other than any Excess
Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate or Class
HG
Certificate, the percentage interest is equal to the Denomination
of such
Certificate divided by the Original Certificate Balance or Original
Notional
Amount, as applicable, of such Class of Certificates as of the
Closing Date.
With respect to a Class S Certificate or 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 (including obligations or securities of
the Trustee,
if otherwise qualifying hereunder), regardless whether issued by
the Depositor,
the applicable Master Servicer, the Special Servicer, 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 (1) year or less from the date of acquisition;
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 result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in one (1) 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
Rating Agency or such other rating as would not result in the
downgrading, withdrawal or qualification of the then current
rating
assigned by each Rating Agency to any Class of Certificates 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;
(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 (1)
year
or less from the date of acquisition, which debt obligations
are
rated in the highest rating categories of each Rating Agency or
such
other rating as would not result in the downgrading, withdrawal
or
qualification of the then current rating assigned by each
Rating
Agency to any Class of Certificates as evidenced in writing;
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 (1) year or less from the date of acquisition
thereof and which is rated in the highest rating category of
each
Rating Agency (or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then
assigned by each Rating Agency to any Class of Certificates as
evidenced in writing);
(vi) money market funds, rated in the highest rating
categories of each Rating Agency; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which
each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then current rating assigned by such Rating Agency to any Class
of
Certificates as evidenced in writing and (b) which qualifies as
a
"cash flow investment" pursuant to Section 860G(a)(6) of the
Code;
provided, however, that in each case if the investment is rated by
S&P, (a) it
shall not have an "r" highlighter affixed to its rating from
S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change and (c) 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 applicable Master Servicer receives an Opinion of
Counsel, at its own
expense, to the effect that such investment will not adversely
affect the status
of the Upper-Tier REMIC or the Lower-Tier 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).
"PNC Bank": PNC Bank, National Association, a national banking
association organized under the laws of the United States, or its
successor in
interest.
"Prepayment Assumption": A "constant prepayment rate" of 0% used
for
determining the accrual of original issue discount and market
discount, if any,
and the amortization premium, if any, on the Certificates for
federal income tax
purposes; provided, it is assumed that each Mortgage Loan with an
Anticipated
Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a prepayment in
full or in part
during the related Due Period, which prepayment was applied to such
Mortgage
Loan after the related Due Date and prior to the following
Determination Date,
the amount of interest (net of the related Servicing Fees and any
Excess
Interest), to the extent collected from the related Mortgagor
(without regard to
any prepayment premium or Yield Maintenance Charge actually
collected), that
would have accrued at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate,
on the amount
of such prepayment from and after such Due Date and ending on the
date of such
prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Determination Date (or,
with respect to
each Mortgage Loan with a Due Date occurring after the related
Determination
Date, the related Due Date) and prior to the following Due Date,
the amount of
interest, to the extent not collected from the related Mortgagor
(without regard
to any prepayment premium or Yield Maintenance Charge actually
collected), that
would have accrued at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate,
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
such Due Date.
"Primary Collateral": With respect to any Crossed Loan, that
portion
of the Mortgaged Property designated as directly securing such
Crossed Loan and
excluding any Mortgaged Property as to which the related lien may
only be
foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
"Primary Servicing Fee": The monthly fee payable by the
applicable
Master Servicer from the Servicing Fee to each Initial
Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the
Sub-Servicing
Agreement with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of the New York City edition of The Wall Street Journal
(or, if such
section or publication is no longer available, such other
comparable publication
as determined by the Trustee in its reasonable discretion) as may
be in effect
from time to time, or, if the "Prime Rate" no longer exists, such
other
comparable rate (as determined by the Trustee in its reasonable
discretion) as
may be in effect from time to time.
"Principal Distribution Amount": With respect to any
Distribution
Date and any Class of Regular Certificates (other than the Class
A-2FL, Class
X-1 and Class X-2 Certificates) and the Class A-2FL Regular
Interest, an amount
equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b)
the Scheduled Principal Distribution Amount for such Distribution
Date and (c)
the Unscheduled Principal Distribution Amount for such Distribution
Date;
provided, that the 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 Mortgage Loans in a period during
which such
principal collections would have otherwise been included in the
Principal
Distribution Amount for such Distribution Date and (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Mortgage Loans in a period during which such principal
collections would
have otherwise been included in the Principal Distribution Amount
for such
Distribution Date (provided, that, in the case of clause (i) and
(ii) above, if
any of the amounts that were reimbursed from principal collections
on the
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, such
recovery will increase the Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs).
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing
scheduled interest due on any date or dates in any month or months
subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the
initial
Distribution Date with respect to the Majority Mortgage Loans, the
amount, if
any, by which (a) the related Principal Distribution Amount for the
preceding
Distribution Date, exceeds (b) the aggregate amount distributed in
respect of
principal on the Class A, Class A-M, Class A-J, Class B, Class C,
Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class
O, Class P, Class Q and Class NR Certificates and the Class A-2FL
Regular
Interest for such preceding Distribution Date pursuant to Section
4.01(a) on
such preceding Distribution Date. The Principal Shortfall for the
initial
Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of
each
Class of Certificates, each Underwriter, the Initial Purchaser,
each Mortgage
Loan Seller (solely with respect to the Mortgage Loans sold by such
Mortgage
Loan Seller to the Trust) and certain financial market publishers
(which
initially shall be Bloomberg, L.P., Trepp, LLC and Intex Solutions,
Inc.), each
party to this Agreement, the Swap Counterparty, the Directing
Certificateholder,
any designee of the Depositor and any other Person who shall have
provided the
Trustee with a certificate, using the form attached hereto as
Exhibit V, which
form is available from the Trustee, certifying that such Person is
a
Certificateholder, a beneficial owner or a prospective purchaser of
a
Certificate.
"Prospectus": The Prospectus dated November 4, 2005, as
supplemented
by the Prospectus Supplement dated December 21, 2005, relating to
the offering
of the Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18(a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO Loan)
to
be purchased by a Mortgage Loan Seller pursuant to Section 6 of the
related
Mortgage Loan Purchase Agreement, by the Majority Controlling
Class
Certificateholder, the Special Servicer or the applicable Master
Servicer
pursuant to Section 3.18(b), by the applicable Master Servicer, the
Special
Servicer, the Holders of the Controlling Class or the Holders of
the Class LR
Certificates pursuant to Section 9.01 or to be otherwise sold
pursuant to
Section 3.18(d), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan
(or related REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan (or
the related REO Loan) at the related Mortgage Rate in effect
from
time to
time (exclusive of Default and Excess Interest) to but not
including the Due Date immediately preceding the Determination
Date
for the related Distribution Date in which such Purchase Price
is
included in the Available Distribution Amount; plus
(iii) all related
