J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
WACHOVIA BANK, NATIONAL ASSOCIATION,
Master Servicer
LNR
PARTNERS, INC.,
Special Servicer
WELLS FARGO BANK, N.A.,
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION,
Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
June 1, 2005
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2005-LDP2
<PAGE>
TABLE OF CONTENTS
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 Account, 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 Account,
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 Account 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 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 Servicer.............................................
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 Servicer.....
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................................................
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..........................
Section 5.07 Appointment of Paying
Agent..................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the
Master Servicer and
the Special Servicer........................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor,
the Master Servicer or the Special Servicer.................
Section 6.03 Limitation on Liability of the
Depositor, the Master
Servicer, the Special Servicer and Others...................
Section 6.04 Depositor, Master Servicer and
Special Servicer
Not to Resign...............................................
Section 6.05 Rights of the Depositor in Respect
of the Master
Servicer and the Special Servicer...........................
Section 6.06 The Master Servicer and the
Special Servicer as
Certificate Owner...........................................
Section 6.07 The Directing
Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer
and Special
Servicer Termination........................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Trustee as Maker of
Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of the Trustee and the
Paying Agent...................
Section 8.02 Certain Matters Affecting the
Trustee and the Paying Agent...
Section 8.03 Trustee and Paying Agent Not
Liable for Validity or
Sufficiency of Certificates or Mortgage Loans...............
Section 8.04 Trustee or Paying Agent May Own
Certificates.................
Section 8.05 Fees and Expenses of Trustee and
Paying Agent;
Indemnification of Trustee and Paying Agent.................
Section 8.06 Eligibility Requirements for
Trustee and the Paying Agent....
Section 8.07 Resignation and Removal of the
Trustee and Paying Agent......
Section 8.08 Successor Trustee or Paying
Agent............................
Section 8.09 Merger or Consolidation of Trustee
or Paying Agent...........
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................
Section 8.14 Representations and Warranties of
the Paying Agent...........
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Repurchase or
Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration........................................
Section 10.02 Use of
Agents...............................................
Section 10.03 Depositor, Master Servicer and
Special Servicer
to Cooperate with Paying Agent.............................
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-2 Certificate
Exhibit A-3 Form
of Class A-3 Certificate
Exhibit A-4 Form
of Class A-3A 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-MFL
Certificate
Exhibit A-12 Form of
Class A-J Certificate
Exhibit A-13 Form of
Class B Certificate
Exhibit A-14 Form of
Class C Certificate
Exhibit A-15 Form of
Class D Certificate
Exhibit A-16 Form of
Class E Certificate
Exhibit A-17 Form of
Class F Certificate
Exhibit A-18 Form of
Class G Certificate
Exhibit A-19 Form of
Class H Certificate
Exhibit A-20 Form of
Class J Certificate
Exhibit A-21 Form of
Class K Certificate
Exhibit A-22 Form of Class L
Certificate
Exhibit A-23 Form of
Class M Certificate
Exhibit A-24 Form of
Class N Certificate
Exhibit A-25 Form of
Class O Certificate
Exhibit A-26 Form of
Class P Certificate
Exhibit A-27 Form of
Class Q Certificate
Exhibit A-28 Form of
Class NR Certificate
Exhibit A-29 Form of
Class S Certificate
Exhibit A-30 Form of
Class R Certificate
Exhibit A-31 Form of
Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G
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-1 Form
of Certification to be Provided to Depositor by Paying
Agent
Exhibit R-2 Form
of Certification to be Provided to Depositor by Master
Servicer
Exhibit R-3 Form
of Certification to be Provided to Depositor by Special
Servicer
Exhibit S
Initial Companion Holders
Exhibit T
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
Exhibit U
Information Request from Certificateholder, Beneficial Owner
or Prospective Purchaser
Exhibit V
Trustee Certification/Exception Report
Exhibit W
Realized Loss Report Form
SCHEDULES
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Class X 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 June 1, 2005, among J.P.
Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Wachovia
Bank, National Association, as Master
Servicer, LNR Partners, Inc., as Special
Servicer, Wells Fargo Bank, N.A., as
Trustee, and LaSalle Bank National
Association, as Paying Agent.
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 Paying
Agent shall elect or shall cause an
election to be made to treat the Trust Fund
(exclusive of the Class A-MFL
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-MFL
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-MFL Certificates,
respectively.
LOWER-TIER REMIC
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
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-2-1, Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-3-1, Class LA-3-2,
Class LA-3-3, Class LA-3-4, Class LA-3-5,
Class LA-3-6, Class LA-3-7, Class
LA-3A-1, Class LA-3A-2, Class LA-3A-3,
Class LA-3A-4, Class LA-3A-5, Class
LA-3A-6, Class LA-3A-7, Class LA-3A-8,
Class LA-3A-9, Class LA-4-1, Class
LA-4-2, Class LA-4-3, 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-MFL, Class LA-J,
Class LB, Class LC, Class LD, Class LE-1,
Class LE-2, Class LE-3, Class LF-1,
Class LF-2, 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 LK-1,
Class LK-2, Class LL, Class LM-1,
Class LM-2, Class LN, Class LO, Class LP,
Class LQ and Class LNR 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 and per annum rates of interest for
the Uncertificated Lower-Tier
Interests and the Class LR
Certificates:
Original
Lower-Tier
Principal
Class Designation
Interest Rate
Amount
---------------------------------------------------------------
Class LA-1-1
(1)
$5,383,000
Class LA-1-2
(1)
$7,002,000
Class LA-1-3
(1)
$47,459,000
Class LA-1-4
(1)
$39,049,000
Class LA-1A-1
(1)
$834,000
Class LA-1A-2
(1)
$1,130,000
Class LA-1A-3
(1)
$84,523,000
Class LA-1A-4
(1)
$11,886,000
Class LA-1A-5
(1)
$13,267,000
Class LA-1A-6
(1)
$12,875,000
Class LA-1A-7
(1)
$16,105,000
Class LA-1A-8
(1)
$12,335,000
Class LA-1A-9
(1)
$26,750,000
Class LA-1A-10
(1)
$48,565,000
Class LA-1A-11
(1)
$15,306,000
Class LA-1A-12
(1)
$6,873,000
Class LA-1A-13
(1)
$119,020,000
Class LA-1A-14
(1)
$5,922,000
Class LA-1A-15
(1)
$179,306,000
Class LA-2-1
(1)
$24,741,000
Class LA-2-2
(1)
$57,369,000
Class LA-2-3
(1)
$83,650,000
Class LA-2-4
(1)
$91,368,000
Class LA-3-1
(1)
$126,042,000
Class LA-3-2
(1)
$44,061,000
Class LA-3-3
(1)
$47,035,000
Class LA-3-4
(1)
$47,453,000
Class LA-3-5
(1)
$21,696,000
Class LA-3-6
(1)
$33,991,000
Class LA-3-7
(1)
$47,150,000
Class LA-3A-1
(1)
$31,511,000
Class LA-3A-2
(1)
$11,016,000
Class LA-3A-3
(1)
$11,759,000
Class LA-3A-4
(1)
$13,900,000
Class LA-3A-5
(1)
$8,559,000
Class LA-3A-6
(1)
$11,903,000
Class LA-3A-7
(1)
$15,083,000
Class LA-3A-8
(1)
$3,409,000
Class LA-3A-9
(1)
$15,577,000
Class LA-4-1
(1)
$25,674,000
Class LA-4-2
(1)
$181,267,000
Class LA-4-3
(1)
$354,380,000
Class LA-SB-1
(1)
$8,150,000
Class LA-SB-2
(1)
$12,539,000
Class LA-SB-3
(1)
$13,620,000
Class LA-SB-4
(1)
$13,183,000
Class LA-SB-5
(1)
$13,637,000
Class LA-SB-6
(1)
$62,309,000
Class LA-M
(1)
$247,946,000
Class LA-MFL
(1)
$50,000,000
Class LA-J
(1)
$216,011,000
Class LB
(1)
$18,621,000
Class LC
(1)
$40,968,000
Class LD
(1)
$26,070,000
Class LE-1
(1)
$1,589,000
Class LE-2
(1)
$16,806,000
Class LE-3
(1)
$7,675,000
Class LF-1
(1)
$13,256,000
Class LF-2
(1)
$16,539,000
Class LG-1
(1)
$208,000
Class LG-2
(1)
$19,925,000
Class LG-3
(1)
$5,937,000
Class LH-1
(1)
$36,000
Class LH-2
(1)
$23,240,000
Class LH-3
(1)
$21,416,000
Class LJ-1
(1)
$3,828,000
Class LJ-2
(1)
$25,967,000
Class LK-1
(1)
$14,105,000
Class LK-2
(1)
$23,138,000
Class LL
(1)
$11,173,000
Class LM-1
(1)
$12,198,000
Class LM-2
(1)
$2,699,000
Class LN
(1)
$11,173,000
Class LO
(1)
$7,449,000
Class LP
(1)
$7,449,000
Class LQ
(1)
$11,173,000
Class LNR
(1)
$37,243,402
Class LR
None(2)
None(2)
------------------------------------------
(1) The interest rate for such
Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining
in the
Lower-Tier
Distribution Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3, Class A-3A, 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, Class L, Class M, Class N, Class O,
Class P, Class Q, Class NR, Class X-1 and
Class X-2 Certificates and the Class
A-MFL 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-MFL Regular Interest comprising
the interests in the Upper-Tier REMIC
created hereunder:
<TABLE>
<CAPTION>
Initial
Original Certificate
Pass-Through
Balance or Notional
Ratings(1)
Rate
Amount
(Moody's/S&P/Fitch)
-----------------------------------------------------------------------------
<S>
<C>
<C>
<C>
Class A-1 Certificates(2)
4.3340%
$98,893,000
Aaa/AAA/AAA
Class A-2 Certificates(2)
4.5750%
$257,128,000
Aaa/AAA/AAA
Class A-3 Certificates(2)
4.6970%
$367,428,000
Aaa/AAA/AAA
Class A-3A Certificates(2)
4.6780%
$122,717,000
Aaa/AAA/AAA
Class A-4 Certificates(2)
4.7380%
$561,321,000
Aaa/AAA/AAA
Class A-SB Certificates(2)
4.6590%
$123,438,000
Aaa/AAA/AAA
Class A-1A Certificates(2)
4.7140%
$554,697,000
Aaa/AAA/AAA
Class A-M Certificates
4.7800%
$247,946,000
Aaa/AAA/AAA
Class A-MFL Regular Interest(3)
LIBOR + 0.2400%
$50,000,000(4)
Aaa/AAA/AAA(5)
Class A-J Certificates
4.8420%(6)
$216,011,000
Aaa/AAA/AAA
Class B Certificates
4.8820%(6)
$18,621,000
Aa1/AA+/AA+
Class C Certificates
4.9110%(6)
$40,968,000
Aa2/AA/AA
Class D Certificates
4.9410%(6)
$26,070,000
Aa3/AA-/AA-
Class E Certificates
4.9810%(6)
$26,070,000
A1/A+/A+
Class F Certificates
5.0100%(6)
$29,795,000
A2/A/A
Class G Certificates
5.0304%(7)
$26,070,000
A3/A-/A-
Class H Certificates
5.3454%(8)
$44,692,000
Baa1/BBB+/BBB+
Class J Certificates
5.3454%(8)
$29,795,000
Baa2/BBB/BBB
Class K Certificates
5.3454%(8)
$37,243,000
Baa3/BBB-/BBB-
Class L Certificates
4.5090%(6)
$11,173,000
Ba1/BB+/BB+
Class M Certificates
4.5090%(6)
$14,897,000
Ba2/BB/BB
Class N Certificates
4.5090%(6)
$11,173,000
Ba3/BB-/BB-
Class O Certificates
4.5090%(6)
$7,449,000
B1/B+/B+
Class P Certificates
4.5090%(6)
$7,449,000
B2/B/B
Class Q Certificates
4.5090%(6)
$11,173,000
B3/B-/B-
Class NR Certificates
4.5090%(6)
$37,243,402
NR/NR/NR
Class R Certificates
N/A(9)
$N/A(9)
[*/*]
Class X-1 Certificates
0.0480%(10)
$2,979,460,402(11)
Aaa/AAA/AAA
Class X-2 Certificates
0.5775%(10)
$2,909,929,000(11)
Aaa/AAA/AAA
------------------------------------------
</TABLE>
(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-3A, Class A-4, Class A-SB and Class A-1A Certificates,
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-MFL
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-MFL Certificates in exchange therefor.
(4) The Certificate
Balance of the Class A-MFL Certificates will be equal at
all times to the Certificate Balance of the Class A-MFL Regular
Interest. The Original Certificate Balance of the Class A-MFL
Certificates will be equal to $50,000,000.
(5) The Class A-MFL
Regular Interest will not be rated. The ratings shown
are with respect to the Class A-MFL Certificates and only
reflect
receipt of interest at the Class A-MFL Regular Interest
Pass-Through
Rate.
(6) Subject to a
maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage Rate.
(7) The Pass-Through
Rate for any Distribution Date for the Class G
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage Rate for the Distribution Date minus 0.3150%.
(8) The Pass-Through
Rate for any Distribution Date for the Class H, Class J
and Class K Certificates will be the Weighted Average Net Mortgage
Rate.
(9) 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.
(10) The Pass-Through Rates
for each of the Class X-1 and Class X-2
Certificates will be calculated in accordance with the related
definitions of "Class X-1 Pass-Through Rate" and "Class X-2
Pass-Through
Rate," as applicable.
(11) 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
had an aggregate principal balance, after
application of all payments of
principal due on or before such date,
whether or not received, equal to
$2,979,460,402.
Seven (7) mortgage loans, the Tustin Business Center Companion
Loan,
the Westheimer Plaza Companion Loan, the
Mesa Verde Apartments Companion Loan,
the Surrey Oaks Apartments Companion Loan,
the Walgreens-Jefferson City
Companion Loan, the Atrium Villa Apartments
Companion Loan and the Windemere
Apartments 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 an "AB Mortgage Loan"
and, collectively, the "AB Mortgage
Loans") that is 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
Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Paying
Agent 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.
"30/360 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
or
Loan Pair, other than a Mortgage Loan or a
Loan Pair that expressly requires the
Mortgagor to maintain insurance coverage
for acts of terrorism, 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 terrorist
or similar acts upon terms not materially
less favorable than those in place as
of June 22, 2005, as to which default the
Master Servicer and the Special
Servicer may forbear taking any enforcement
action, provided, that the Special
Servicer has determined, in its reasonable
judgment, based on inquiry consistent
with the Servicing Standards and 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
Special Servicer's determination,
consistent with the Servicing Standards, that
exigent circumstances do not allow the
Special Servicer to wait for the consent
of the Directing Certificateholder, the
Special Servicer will not be required to
do so. The Special Servicer shall be
entitled to rely on insurance consultants
in making determinations described above.
The costs of such insurance
consultants shall be paid from the
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.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates
(other than the Class A-MFL
Certificates) and the Class A-MFL 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-MFL 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, 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 shall be calculated on
the basis of a 360-day year
consisting of twelve 30-day months.
"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.
"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 Minnesota and (b)
such other state or local tax laws whose
applicability shall have been brought to
the attention of the Trustee and the
Paying Agent 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 as to which an Appraisal
Reduction Event has occurred, will be an
amount calculated by the 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 Master Servicer the related
Appraisal, equal to the excess of
(a) the Stated Principal Balance of such
Mortgage Loan and any related Companion
Loan, 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 (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 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, and (B) all escrows,
letters of credit and reserves in respect
of such Mortgage Loan 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
Master Servicer or the Trustee, all unpaid
interest due on such Mortgage Loan 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 and interest
thereon at the Reimbursement Rate in
respect of such Mortgage Loan 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 (which
taxes, premiums, ground rents and
other amounts have not been the subject of
an Advance by the 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 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) 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 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 Master Servicer, the Directing
Certificateholder, the Paying Agent and the
Trustee.
With respect to
each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such
Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking
into account any amendment or
modification of such Mortgage 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 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 Master Servicer shall
redetermine (in consultation with
the Directing Certificateholder) and report
to the Directing Certificateholder,
the Special Servicer, the Paying Agent and
the Trustee the amount of the
Appraisal Reduction with respect to such
Mortgage Loan and Companion Loan, as
applicable, and such redetermined Appraisal
Reduction shall replace the prior
Appraisal Reduction with respect to such
Mortgage Loan and Companion 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
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;
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 Master Servicer
to use such previous Appraisal or
update.
Any Mortgage Loan previously subject to an Appraisal Reduction
which
Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking
into account any amendment or modification
of such Mortgage Loan), and with
respect to which no other Appraisal
Reduction Event has occurred and is
continuing, will no longer be subject to an
Appraisal Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage
Loan 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.
"Appraisal Reduction Event": With respect to any Mortgage 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, (ii)
the date on which a reduction in the amount
of Monthly Payments on such Mortgage
Loan, or a change in any other material
economic term of such Mortgage Loan
(other than an extension of the Maturity
Date), becomes effective as a result of
a modification of such Mortgage Loan 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) 90 days after an
uncured delinquency occurs in respect of
a Balloon Payment with respect to such
Mortgage Loan and (vii) immediately after
such Mortgage Loan becomes an REO Loan;
provided, however, that an Appraisal
Reduction Event shall not occur at any time
when the aggregate Certificate
Balances of all Classes of Certificates
(other than the Class A Certificates)
have been reduced to zero. The Special
Servicer shall notify the Master
Servicer, or the 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.
"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.
"Artesia": Artesia Mortgage Capital Corporation, a Delaware
corporation, or its successor in
interest.
"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).
"Atrium Villa Apartments AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan
Schedule as loan number 180.
"Atrium Villa Apartments 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 Atrium Villa Apartments AB
Mortgage Loan.
"Atrium Villa Apartments Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders,
dated as of March 7, 2005, by and
between JPMorgan Chase Bank, N.A., as the A
Note Holder, and CBA-Mezzanine
Capital Finance, LLC, as the B Note Holder,
and related to the Atrium Villa
Apartments AB Mortgage Loan.
"Authenticating Agent": The Paying Agent or any agent of the
Trustee
appointed to act as Authenticating Agent
pursuant to Section 5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of
(without duplication):
(a) the aggregate amount relating to the Mortgage Loans on
deposit
in the
Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited
to
any
portion of the 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 P&I Advance Date, exclusive of
(without
duplication):
(i) all Monthly Payments paid by the Mortgagors that are due
on a Due Date following the end of the related Due Period and,
with
respect to the first Due Date, for those Mortgage Loans that
were
closed in April 2005 but have their first Due Date in June 2005,
any
interest amounts relating to the period prior to 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
the Certificate Account pursuant to clauses (ii) through (xvi),
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;
(vii) all amounts deposited in the Certificate Account, the
Lower-Tier Distribution Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in
(1) each January or (2) any December in a year immediately
preceding
a year which is not a leap year, an amount equal to one day of
interest on the Stated Principal Balance of such Mortgage Loan as
of
the Due Date in the month preceding the month in which such
Distribution Date occurs at the related Mortgage Rate to the
extent
such amounts are Withheld Amounts;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred from the REO Account 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
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
the Mortgage Loans for which such P&I Advances are made);
and
(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).
Notwithstanding the investment of funds held in the Certificate
Account pursuant to Section 3.06, for
purposes of calculating the Available
Distribution Amount, the amounts so
invested shall be deemed to remain on
deposit in such account.
"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-3A, 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 and Class K
Certificate and the Class A-MFL 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-MFL 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. The
Master Servicer shall provide to the
Paying Agent the discount rate references
above for purposes of calculating the
Base Interest Fraction.
"Bid Allocation": With respect to the 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 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 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).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New
York, Charlotte, North Carolina,
Miami Beach, Florida, Chicago, Illinois,
Columbia, Maryland or the city and
state in which the Corporate Trust Office
of the Trustee, or the principal place
of business of the Master Servicer, the
Paying Agent 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-LDP2, 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 the Master
Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the
Certificateholders, which shall be
entitled "Wachovia Bank, National
Association, as Master Servicer, on behalf of
Wells Fargo Bank, N.A., as Trustee, in
trust for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-LDP2, Certificate Account." 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, the
subaccount described in the second
paragraph of Section 3.04(b) that is part
of the Certificate Account shall be
for the benefit of the related Companion
Holder, to the extent funds on deposit
in such subaccount are attributed to such
Companion Loan 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-MFL 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-MFL 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-3A Certificates shall be equal at
all times to the sum of the Component
Balances of the Class A-3 Component and
the Class A-SB Component. The Certificate
Balance (including the Original
Certificate Balance) of the Class A-MFL
Certificates shall be equal at all times
to the Certificate Balance of the Class
A-MFL Regular Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates and
the Class A-MFL Regular Interest, the
amount of Mortgage Deferred Interest
allocated to such Class of Certificates or
the Class A-MFL 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 Master Servicer,
the Special Servicer, the Trustee, the
Paying Agent, the Depositor, any Mortgage
Loan Seller 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 Master
Servicer, the Special Servicer, the
Trustee or the Special Servicer or limit
the obligations of the Depositor, the
Master Servicer, the Special Servicer, the
Trustee or the Special Servicer, as
applicable, hereunder; provided, however,
so long as there is no Event of
Default with respect to the Master Servicer
or the Special Servicer, the Master
Servicer and the Special Servicer shall be
entitled to exercise such Voting
Rights with respect to any issue which
could reasonably be believed to adversely
affect such party's compensation or
increase its obligations or liabilities
hereunder; provided further, however, that
such restrictions shall not apply to
the exercise of the Special Servicer's
rights (or the Master Servicer's or any
Mortgage Loan Seller's rights, if any) or
the rights of any of their Affiliates
as a member of the Controlling Class. The
Trustee and the Paying Agent shall
each be entitled to request and rely upon a
certificate of the 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-2,
Class
A-3, Class A-3A, 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
4.3340%.
"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 fixed per annum rate equal to
4.7140%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit
A-2 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
4.5750%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
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-3 Component": One of 2 components of the Class A-3A
Certificates determining principal payments
thereon, as provided in Section
4.01(a)(ii) hereof. The initial Component
Balance of the Class A-3 Component is
$91,858,000.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to
4.6970%.
"Class A-3A Certificate": A Certificate designated as "Class
A-3A"
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-3A Pass-Through Rate": With respect to any
Distribution
Date, a fixed per annum rate equal to
4.6780%.
"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 fixed per annum rate equal to
4.7380%.
"Class A-J Certificate": A Certificate designated as "Class A-J"
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 A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser
of (i) 4.8420% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-M Certificate": A Certificate designated as "Class A-M"
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 A-M Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to
4.7800%.
"Class A-MFL 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-MFL 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-MFL Regular
Interest) required to be paid to the Swap
Counterparty pursuant to the Swap Contract
for such Distribution Date.
"Class A-MFL Certificate": A Certificate designated as "Class
A-MFL"
on the face thereof, in the form of Exhibit
A-11 hereto, and evidencing an
undivided beneficial in the portion of the
Grantor Trust consisting of the Class
A-MFL Regular Interest, the Floating Rate
Account, the Swap Contract and the
proceeds thereof.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) during the
continuation of a Swap Default while the
Trustee (or the Paying Agent on its behalf)
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-MFL 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-MFL Regular
Interest, as specified in Section 4.01(k).
"Class A-MFL 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-MFL 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-MFL 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-MFL
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-MFL Certificates for all
previous Distribution Dates.
"Class A-MFL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i)
the Class A-MFL Fixed Swap Payment,
over (ii) the Class A-MFL Floating Swap
Payment.
"Class A-MFL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-MFL Distribution
Conversion has not occurred and is not
continuing, a per annum rate equal to LIBOR
plus 0.2400%, and with respect to
any Distribution Date on which a Class
A-MFL Distribution Conversion has
occurred and is continuing, a per annum
rate equal to the Class A-MFL Regular
Interest Pass-Through Rate.
"Class A-MFL 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-MFL Regular Interest on such
Distribution Date.
"Class A-MFL Regular Interest": The uncertificated interest
corresponding to the Class A-MFL
Certificates and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-MFL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate
distributions on the Class A-MFL Regular
Interest pursuant to this Agreement,
including, but not limited to, any payments
of interest, principal, Yield Maintenance
Charges and/or reimbursements.
"Class A-MFL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate
equal to 4.7170%.
"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 Component": One of 2 components of the Class A-3A
Certificates determining principal payments
thereon, as provided in Section
4.01(a)(ii) hereof. The initial Component
Balance of the Class A-SB Component is
$30,859,000.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a fixed per annum rate equal to
4.6590%.
"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 and Class
A-SB Component of the Class A-3A
Certificates.
"Class B Certificate": A Certificate designated as "Class B" 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 B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
4.8820% and (ii) 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-14
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 lesser of (i)
4.9110% and (ii) 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-15
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 lesser of (i)
4.9410% and (ii) 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-16
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 lesser of (i)
4.9810% and (ii) 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-17
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 lesser of (i)
5.0100% and (ii) 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-18
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 minus 0.3150%.
"Class H Certificate": A Certificate designated as "Class H" 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 H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-20
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-21
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-22
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)
4.5090% 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-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-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-2-3 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-2-4 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-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-3-3 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-3-4 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-3-5 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-3-6 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-3-7 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-3A-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-3A-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-3A-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-3A-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-3A-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-3A-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-3A-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-3A-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-3A-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-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-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-MFL 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-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 LE-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 LE-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 LF-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 LF-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-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 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 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 LL 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 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-31 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-23
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)
4.5090% 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-24
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)
4.5090% 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-28 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)
4.5090% 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-25
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)
4.5090% 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-26
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)
4.5090% 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-27
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)
4.5090% 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-30
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-29
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-MFL Certificates) or the Class
A-MFL 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-MFL 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-MFL 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-MFL 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-MFL 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 Reference Rate": With respect to any Distribution Date,
the
rate for such Distribution Date specified
in Schedule 3 hereto.
"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 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 XK-1
and Component XK-2, 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 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-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-2-1,
Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-3-1,
Component XA-3-2, Component XA-3-3,
Component XA-3-4, Component XA-3-5,
Component XA-3-6, Component XA-3-7,
Component XA-3A-1, Component XA-3A-2,
Component XA-3A-3, Component XA-3A-4,
Component XA-3A-5, Component XA-3A-6,
Component XA-3A-7, Component XA-3A-8,
Component XA-3A-9, Component XA-4-1,
Component XA-4-2, Component XA-4-3,
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-MFL, Component
XA-J, Component XB, Component XC,
Component XD, Component XE-1, Component
XE-2, Component XE-3, Component XF-1,
Component XF-2, 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 XK-1,
Component XK-2, Component XL, Component
LM-1, Component LM-2 and Component XN.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date
in December 2005, the sum of the then
Component Notional Amounts of Component
XA-1-2, Component XA-1-3, Component
XA-1-4, 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-2-1, Component
XA-2-2, Component XA-2-3, Component XA-2-4,
Component XA-3-1, Component XA-3-2,
Component XA-3-3, Component XA-3-4,
Component XA-3-5, Component XA-3-6,
Component XA-3-7, Component XA-3A-1,
Component XA-3A-2, Component XA-3A-3,
Component XA-3A-4, Component XA-3A-5,
Component XA-3A-6, Component XA-3A-7,
Component XA-3A-8, Component XA-3A-9,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, 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-MFL, Component XA-J, Component
XB, Component XC, Component XD,
Component XE-1, Component XE-2, Component
XE-3, Component XF-1, Component XF-2,
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 XK-1, Component XK-2,
Component XL, Component LM-1, Component
LM-2 and Component LN.
(ii) With respect to any Distribution Date after the
Distribution Date in December 2005 through and including the
Distribution Date in June 2006, the sum of the then Component
Notional Amounts of Component XA-1-3, Component XA-1-4,
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-2-1,
Component XA-2-2, Component XA-2-3, Component XA-2-4, Component
XA-3-1, Component XA-3-2, Component XA-3-3, Component XA-3-4,
Component XA-3-5, Component XA-3-6, Component XA-3-7, Component
XA-3A-2, Component XA-3A-3, Component XA-3A-4, Component
XA-3A-5,
Component XA-3A-6, Component XA-3A-7, Component XA-3A-8,
Component
XA-3A-9, Component XA-4-1, Component XA-4-2, Component XA-4-3,
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-MFL, Component XA-J, Component XB, Component XC,
Component XD, Component XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, 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 XK-1, Component XK-2,
Component XL, Component LM-1, Component LM-2 and Component LN.
(iii) 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-1-4, 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-2-1, Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-3-1, Component XA-3-2, Component
XA-3-3, Component XA-3-4, Component XA-3-5, Component XA-3-6,
Component XA-3-7, Component XA-3A-1, Component XA-3A-2,
Component
XA-3A-3, Component XA-3A-4, Component XA-3A-5, Component
XA-3A-6,
Component XA-3A-7, Component XA-3A-8, Component XA-3A-9,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL,
Component XA-J, Component XB, Component XC, Component XD,
Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, 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 XK-1, Component XK-2, Component XL, Component
LM-1,
Component LM-2 and Component LN.
(iv) 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-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-2-2,
Component
XA-2-3, Component XA-2-4, Component XA-3-1, Component XA-3-2,
Component XA-3-3, Component XA-3-4, Component XA-3-5, Component
XA-3-6, Component XA-3-7, Component XA-3A-1, Component XA-3A-2,
Component XA-3A-3, Component XA-3A-4, Component XA-3A-5,
Component
XA-3A-6, Component XA-3A-7, Component XA-3A-8, Component
XA-3A-9,
Component XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL, Component XA-J, Component XB, Component XC, Component
XD,
Component XE-1, Component XE-2, Component XE-3, Component XF-1,
Component XF-2, 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 XK-1, Component XK-2, Component XL,
Component LM-1 and Component LM-2.
(v) 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-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-2-3, Component XA-2-4,
Component
XA-3-1, Component XA-3-2, Component XA-3-3, Component XA-3-4,
Component XA-3-5, Component XA-3-6, Component XA-3-7, Component
XA-3A-1, Component XA-3A-2, Component XA-3A-3, Component
XA-3A-4,
Component XA-3A-5, Component XA-3A-6, Component XA-3A-7,
Component
XA-3A-8, Component XA-3A-9, Component XA-4-1, Component XA-4-2,
Component XA-4-3, 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-MFL, Component XA-J, Component XB,
Component XC, Component XD, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, 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 XK-1,
Component XK-2, Component XL and Component LM-2.
(vi) 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-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-2-4, Component XA-3-1, Component XA-3-2, Component
XA-3-3, Component XA-3-4, Component XA-3-5, Component XA-3-6,
Component XA-3-7, Component XA-3A-1, Component XA-3A-2,
Component
XA-3A-3, Component XA-3A-4, Component XA-3A-5, Component
XA-3A-6,
Component XA-3A-7, Component XA-3A-8, Component XA-3A-9,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL,
Component XA-J, Component XB, Component XC, Component XD,
Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2, Component XG-3, Component
XH-1, Component XH-2, Component XH-3, Component XJ-1, Component
XJ-2
and Component XK-2.
(vii) 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-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-3-2,
Component XA-3-3, Component XA-3-4, Component XA-3-5, Component
XA-3-6, Component XA-3-7, Component XA-3A-2, Component XA-3A-3,
Component XA-3A-4, Component XA-3A-5, Component XA-3A-6,
Component
XA-3A-7, Component XA-3A-8, Component XA-3A-9, Component
XA-4-1,
Component XA-4-2, Component XA-4-3, 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-MFL, Component
XA-J,
Component XB, Component XC, Component XD, Component XE-1,
Component
XE-2, Component XE-3, Component XF-1, Component XF-2, Component
XG-1, Component XG-2, Component XG-3, Component XH-1, Component
XH-2, Component XH-3 and Component XJ-2.
(viii) 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-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-3-3, Component
XA-3-4,
Component XA-3-5, Component XA-3-6, Component XA-3-7, Component
XA-3A-3, Component XA-3A-4, Component XA-3A-5, Component
XA-3A-6,
Component XA-3A-7, Component XA-3A-8, Component XA-3A-9,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL,
Component XA-J, Component XB, Component XC, Component XD,
Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2, Component XG-3, Component
XH-2
and Component XH-3.
(ix) 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-10, Component XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3-5, Component XA-3-6,
Component
XA-3-7, Component XA-3A-4, Component XA-3A-5, Component
XA-3A-6,
Component XA-3A-7, Component XA-3A-8, Component XA-3A-9,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL,
Component XA-J, Component XB, Component XC, Component XD,
Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2, Component XG-3 and
Component
XH-3.
(x) 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-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-3-6, Component XA-3-7, Component XA-3A-5,
Component
XA-3A-6, Component XA-3A-7, Component XA-3A-8, Component
XA-3A-9,
Component XA-4-1, Component XA-4-2, Component XA-4-3, 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-MFL, Component
XA-J,
Component XB, Component XC, Component XD, Component XE-1,
Component
XE-2, Component XE-3, Component XF-1, Component XF-2, Component
XG-2
and Component XG-3.
(xi) 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-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-3-7,
Component
XA-3A-6, Component XA-3A-7, Component XA-3A-8, Component
XA-3A-9,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-MFL, Component XA-J, Component XB,
Component XC, Component XD, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2 and Component
XG-3.
(xii) 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-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3A-5, Component XA-3A-7,
Component
XA-3A-8, Component XA-3A-9, Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-SB-4, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-MFL, Component XA-J,
Component
XB, Component XC, Component XD, Component XE-1, Component XE-2,
Component XE-3 and Component XF-2.
(xiii) 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-14, Component XA-1A-15,
Component XA-3A-8, Component XA-3A-9, Component XA-4-2,
Component
XA-4-3, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-MFL, Component XA-J, Component XB, Component XC,
Component XD, Component XE-2 and Component XE-3.
(xiv) 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-15, Component XA-3A-9,
Component
XA-4-3, Component XA-SB-6, Component XA-M, Component XA-MFL,
Component XA-J, Component XB, Component XC, Component XD and
Component XE-3.
(xv) after the Distribution Date in June 15, 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 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 XG-1, Component XG-2 and
Component XG-3, the lesser of (1) 0.285% 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 G
Certificates, (B) with respect to Component
XH-1, Component XH-2 and Component
XH-3 the lesser of (1) 0.000% 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 H
Certificates, (C) with respect to Component
XJ-1 and Component XJ-2, the lesser of (1)
0.000% 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 J Certificates, (D) with respect
to Component XK-1 and Component XK-2, the
lesser of (1) 0.000% 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 K
Certificates, and (E) 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 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 June
2012.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": June 22, 2005.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably
acceptable to the Trustee, the Paying Agent,
the Master Servicer 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 Paying Agent.
"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
Paying Agent, the Trustee and the
Master Servicer.
"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
Servicer 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
Servicer 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
Servicer 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 Servicer 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 Servicer 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 seven 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 and (7) CMSA Special
Servicer Loan File) 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). In addition,
the CMSA Investor Reporting Package shall
include the CMSA Advance Recovery
Report (notwithstanding that such form of
report has not been adopted or
recommended by the CMSA) and the Realized
Loss Report in the form attached
hereto as Exhibit W (the "Realized Loss
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
Servicer, the Special Servicer, the Trustee
and the Paying Agent. For the
purposes of the production of the CMSA
Comparative Financial Status Report by
the Master Servicer or the Special Servicer
of any such report that is required
to state information for any period prior
to the Cut off Date, the 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
the Master Servicer, by the Special
Servicer (if other than the Master Servicer
or an Affiliate thereof) and (y) in
the case of such a report produced by the
Special Servicer, by the 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
Servicer.
"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 Servicer,
the Paying Agent 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
Servicer and the Paying Agent.
"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 Master Servicer or the
Special Servicer, as applicable.
"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 Master
Servicer or the Special Servicer, as
applicable.
"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 Master
Servicer or the Special Servicer, as
applicable.
"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 Master
Servicer or the Special Servicer, as
applicable.
"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 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": With respect to the Companion
Loans, the separate account created and
maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on
behalf of the Companion Holders, which
shall be entitled "Wachovia Bank, National
Association, as Companion Paying
Agent for the Companion Holders of the
Companion Loans, relating to the J.P.
Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass
Through Certificates, Series 2005-LDP2."
The Companion Distribution Account
shall not be an asset of the Trust Fund,
but instead shall be held by the
Companion Paying Agent on behalf of the
Companion Holders. Any such account
shall be an Eligible Account and may be a
subaccount of the Certificate Account.
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": Each of the Companion Loans as defined in the
Preliminary Statement.
"Companion Paying Agent": The Master Servicer in its role as
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), (ii) the aggregate of (A) that
portion of 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 0.01% per annum, and (B) all
Prepayment Interest Excesses 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 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 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 for such
Due Period, (2) all Prepayment Interest
Excesses and (3) to the extent earned
solely on Principal Prepayments, Net
Investment Earnings received by the 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-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-2-1, Component
XA-2-2, Component XA-2-3, Component
XA-2-4, Component XA-3-1, Component XA-3-2,
Component XA-3-3, Component XA-3-4,
Component XA-3-5, Component XA-3-6,
Component XA-3-7, Component XA-3A-1,
Component XA-3A-2, Component XA-3A-3,
Component XA-3A-4, Component XA-3A-5,
Component XA-3A-6, Component XA-3A-7,
Component XA-3A-8, Component XA-3A-9,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, 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-MFL, Component XA-J, Component
XB, Component XC, Component XD, Component
XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, 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 XK-1, Component XK-2, Component
XL, Component XM-1, Component XM-2,
Component XN, Class XO, Class XP, Class XQ
and Component XNR.
"Component Balance": The amount of the Class A-3 Component or
the
Class A-SB Component outstanding at any
time, which represents the maximum
amount that the holders of the Class A-3A
Certificates are entitled to receive
at the related payment priorities provided
in Section 4.01(a)(ii) hereof in
respect of such component as distributions
allocable to principal from the cash
flow on the mortgage loans and the other
assets in the Trust Fund. On each
Distribution Date, the Component Balance of
each such component shall be reduced
by any distributions on principal actually
made on, and any Collateral Support
Deficit actually allocated to, that
component on such Distribution Date.
"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 77 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-1A-1": One of the 77 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-2-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-2-3": One of the 77 components of the Class X-1
Certificates and one of the 71 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LA-2-3 Uncertificated Interest as
of any date of determination.
"Component XA-2-4": One of the 77 components of the Class X-1
Certificates and one of the 71 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LA-2-4 Uncertificated Interest as
of any date of determination.
"Component XA-3-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-3-3": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3-3 Uncertificated Interest
as of any date of determination.
"Component XA-3-4": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3-4 Uncertificated Interest
as of any date of determination.
"Component XA-3-5": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3-5 Uncertificated Interest
as of any date of determination.
"Component XA-3-6": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3-6 Uncertificated Interest
as of any date of determination.
"Component XA-3-7": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3-7 Uncertificated Interest
as of any date of determination.
"Component XA-3A-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-1 Uncertificated
Interest as of any date of determination.
"Component XA-3A-2": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-2 Uncertificated
Interest as of any date of determination.
"Component XA-3A-3": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-3 Uncertificated
Interest as of any date of determination.
"Component XA-3A-4": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-4 Uncertificated
Interest as of any date of determination.
"Component XA-3A-5": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-5 Uncertificated
Interest as of any date of determination.
"Component XA-3A-6": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-6 Uncertificated
Interest as of any date of determination.
"Component XA-3A-7": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-7 Uncertificated
Interest as of any date of determination.
"Component XA-3A-8": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-8 Uncertificated
Interest as of any date of determination.
"Component XA-3A-9": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3A-9 Uncertificated
Interest as of any date of determination.
"Component XA-4-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-J": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-MFL": One of the 77 components of the Class X-1
Certificates and one of the 71 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-MFL Uncertificated Interest
as of any date of determination.
"Component XA-SB-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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-1 Uncertificated Interest
as of any date of determination.
"Component XE-2": One of the 77 components of the Class X-1
Certificates and one of the 71 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-2 Uncertificated Interest
as of any date of determination.
"Component XE-3": One of the 77 components of the Class X-1
Certificates and one of the 71 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-3 Uncertificated Interest
as of any date of determination.
"Component XF-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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-1 Uncertificated Interest
as of any date of determination.
"Component XF-2": One of the 77 components of the Class X-1
Certificates and one of the 71 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-2 Uncertificated Interest
as of any date of determination.
"Component XG-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 XK-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 XL": One of the 77 components of the Class X-1
Certificates and one of the 71 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 Uncertificated Interest as
of any date of determination.
"Component XM-1": One of the 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 components of the Class X-1
Certificates and one of the 71 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 77 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 77 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LO
Uncertificated Interest as of any
date of determination.
"Component XP": One of the 77 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LP
Uncertificated Interest as of any
date of determination.
"Component XQ": One of the 77 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LQ
Uncertificated Interest as of any
date of determination.
"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 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 9062 Old
Annapolis Road, Columbia, Maryland
21045, Attention: Corporate Trust Services
(CMBS), J.P. Morgan Chase Commercial
Mortgage Securities Corp., Series 2005-LDP2
(telecopy number (410) 715-2380).
"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 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 related
Crossed Loans to become not
cross-collateralized and cross-defaulted
with each other prior to such
repurchase or substitution or (B) otherwise
forbears from exercising enforcement
rights against 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 June 2005, or,
with respect to those Mortgage Loans
that have their first Due Date in July
2005, June 1, 2005.
"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
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
Servicer, the Special Servicer, the Trustee
and the Paying Agent) 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 First Chicago Capital
Corporation.
"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 Paying Agent based upon an
Opinion of Counsel as provided to the
Paying Agent (at no expense to the Paying
Agent) 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, as to any Class of
Regular Certificates (other than the Class
A-MFL Certificates) and the Class A-MFL
Regular Interest, the Accrued
Certificate Interest in respect of such
Class of Regular Certificates or the
Class A-MFL 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-MFL 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-MFL 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-MFL Certificates and the
Class X Certificates) and the Class A-MFL
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-MFL Regular Interest, as
applicable, pursuant to Section
4.06(a).
"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
July 2005.
"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 July 2005
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) the long-term
unsecured debt obligations of which are
rated at least "AA-" by Fitch, 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 "F-1" from
Fitch, if the deposits are to be held in
such account for less than 30 days and
(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, 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 or Class NR
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 the 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 Paying Agent pursuant to Section
3.04(c), which shall be entitled "LaSalle
Bank National Association, as Paying
Agent, in trust for the registered Holders
of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-LDP2, 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 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), any mezzanine lender
pursuant to Section 3.18(e) or the 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 successors 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 Paying Agent,
the Master Servicer, the Directing
Certificateholder and the Special Servicer,
and specific ratings of Fitch herein
referenced 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 Paying Agent
pursuant to Section 3.04(b), which
shall be entitled "LaSalle Bank National
Association, as Paying Agent, in trust
for the registered Holders of J.P. Morgan
Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass Through
Certificates, Series 2005-LDP2 Class
A-MFL 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 Paying
Agent, 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 Paying Agent, in trust for the
registered Holders of J.P. Morgan Chase
Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through
Certificates, Series 2005-LDP2,
Gain-on-Sale Reserve Account." Any such account
shall be an Eligible Account or a
subaccount of an Eligible Account.
"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-MFL Regular Interest, the Swap
Contract, the Floating Rate Account and the
proceeds thereof, beneficial
ownership of which is represented by the
Class A-MFL 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.
"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.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Trustee, the Paying Agent, the
Depositor, the Master Servicer, the Special
Servicer, the Directing
Certificateholder 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 Paying Agent, the
Depositor, the Master Servicer, the
Special Servicer, the Directing
Certificateholder or any Affiliate thereof and
(iii) is not connected with the Trustee,
the Paying Agent, the Depositor, the
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 Paying Agent,
the Depositor, the 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 Paying Agent, the Depositor, the Master
Servicer, the Special Servicer, the
Directing Certificateholder 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
Paying Agent, the Master Servicer, any
Companion Holder or the Trust, delivered
to the Trustee, the Paying Agent, any
Companion Holder and the 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 the 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
Servicer and the Special Servicer) upon
receipt by the Trustee, the Paying Agent
and the Master Servicer of an Opinion
of Counsel, which shall be at no expense to
the Trustee, the Paying Agent, the
Master Servicer 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 Purchasers": J.P. Morgan Securities Inc. and Nomura
Securities International, Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with
the 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
any AB Mortgage Loan, to the extent
any portion of such proceeds are received
by the Paying Agent in connection with
such AB Mortgage Loan, 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.
"Intercreditor Agreements": Each of the Tustin Business Center
Intercreditor Agreement, the Westheimer
Plaza Intercreditor Agreement, the Mesa
Verde Apartments Intercreditor Agreement,
the Surrey Oaks Apartments
Intercreditor Agreement, the
Walgreens-Jefferson City Intercreditor Agreement,
the Atrium Villa Apartments Intercreditor
Agreement, the Windemere Apartments
Intercreditor Agreement and any mezzanine
loan intercreditor agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-MFL
Certificates), the Class A-MFL 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
assuming that each month has 30 days and
each year has 360 days. With respect to the
Class A-MFL 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.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-MFL
Certificates) and the Class A-MFL
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 or the Class A-MFL 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 Paying Agent pursuant to
Section 3.25 in the name of "LaSalle Bank
National Association, as Paying Agent,
in trust for the registered holders of J.P.
Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-LDP2, 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, the 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 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).
"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-MFL 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 Paying
Agent 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 Paying Agent shall
request the principal London office of any
four major reference banks in the London
interbank market selected by the Paying
Agent 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 Paying Agent, 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 Paying Agent
shall determine LIBOR for each Interest
Accrual Period and the determination of
LIBOR by Paying Agent 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.
"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); (v) such
Mortgage Loan is purchased by the Special
Servicer, the 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
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 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 a
Specially Serviced Mortgage 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 the
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 by the Majority Controlling Class
Certificateholder, the Special Servicer or
the Master Servicer or any of their
assignees pursuant to Section 3.18(a) 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, the 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-2, Class A-3, Class A-3A, 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-2, Class A-3, Class A-3A, 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.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by
the Paying Agent pursuant to Section
3.04(b) in trust for the
Certificateholders, which shall be entitled "LaSalle
Bank National Association, as Paying Agent,
in trust for the registered Holders
of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-LDP2, Lower-Tier Distribution Account."
Any such account, accounts or sub-accounts
shall be an Eligible Account.
"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-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-2-1,
Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-3-1, Class LA-3-2, Class
LA-3-3, Class LA-3-4, Class LA--3-5,
Class LA-3-6, Class LA-3-7, Class LA-3A-1,
Class LA-3A-2, Class LA-3A-3, Class
LA-3A-4, Class LA-3A-5, Class LA-3A-6,
Class LA-3A-7, Class LA-3A-8, Class
LA-3A-9, Class LA-4-1, Class LA-4-2, Class
LA-4-3, 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 LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2,
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 LK-1, Class
LK-2, Class LM-1 and Class LM-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), 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.
"Master Servicer": Wachovia Bank, National Association, a
national
banking association, and its successors in
interest and assigns, or any
successor Master Servicer appointed as
allowed herein.
"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.
"Mesa Verde Apartments AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as
loan number 125.
"Mesa Verde Apartments 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 Mesa Verde
Apartments AB Mortgage Loan.
"Mesa Verde Apartments Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders,
dated as of March 24, 2005, by and
between Nomura Credit & Capital, Inc.,
as the A Note Holder, and CBA-Mezzanine
Capital Finance, LLC, as the B Note Holder,
and related to the Mesa Verde
Apartments AB Mortgage Loan.
"Mezz Cap AB Mortgage Loans": The Tustin Business Center AB
Mortgage
Loan, the Westheimer Plaza AB Mortgage
Loan, the Mesa Verde Apartments AB
Mortgage Loan, the Surrey Oaks Apartments
AB Mortgage Loan, the Atrium Villa
Apartments AB Mortgage Loan and the
Windemere Apartments AB Mortgage Loan.
"Mezz Cap AB Mortgage Loan Intercreditor Agreements": The
Intercreditor Agreements related to the
Mezz Cap AB Mortgage Loans.
"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 Paying Agent, the Master
Servicer 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 Wells Fargo
Bank, N.A., as trustee for the registered holders of J.P.
Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-LDP2" 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 "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-LDP2"
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 "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-LDP2"
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 "Wells
Fargo Bank, N.A., as trustee for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP2" 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), and to transfer such security interest 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 certified 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,
the 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 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. As used in this
Agreement, the term "Mortgage Loan" does
not include any 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 Sc
