EXHIBIT 4
---------
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
CWCAPITAL ASSET MANAGEMENT LLC,
Special Servicer
WELLS FARGO BANK, N.A.,
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION,
Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
August 1, 2005
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2005-LDP3
<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 and the Excess Interest Distribution
Account.........................................................
Section 3.05 Permitted Withdrawals from the
Certificate Account, the
Distribution Accounts, the Companion Distribution
Account and the Excess Interest Distribution
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 Certain Matters Relating to the
Universal Hotel Portfolio
Mortgage
Loan...................................................
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-4A Certificate
Exhibit A-5 Form
of Class A-4B 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-J Certificate
Exhibit A-11 Form of
Class B Certificate
Exhibit A-12 Form of
Class C Certificate
Exhibit A-13 Form of
Class D Certificate
Exhibit A-14 Form of
Class E Certificate
Exhibit A-15 Form of
Class F Certificate
Exhibit A-16 Form of
Class G Certificate
Exhibit A-17 Form of
Class H Certificate
Exhibit A-18 Form of
Class J Certificate
Exhibit A-19 Form of
Class K Certificate
Exhibit A-20 Form of
Class L Certificate
Exhibit A-21 Form of
Class M Certificate
Exhibit A-22 Form of
Class N Certificate
Exhibit A-23 Form of
Class O Certificate
Exhibit A-24 Form of
Class NR Certificate
Exhibit A-25 Form of
Class S Certificate
Exhibit A-26 Form of
Class R Certificate
Exhibit A-27 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
Form of Notice Relating to the Universal Hotel Portfolio
Mortgage Loan
Exhibit S-1 Form
of Certification to be Provided to Depositor by Paying
Agent
Exhibit S-2 Form
of Certification to be Provided to Depositor by Master
Servicer
Exhibit S-3 Form
of Certification to be Provided to Depositor by
Special Servicer
Exhibit T
Initial Companion Holders
Exhibit U
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
Exhibit V
Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit W
Trustee Certification/Exception Report
Exhibit X
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 August 1, 2005, among
J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor,
GMAC Commercial Mortgage
Corporation, as Master Servicer, CWCapital
Asset Management LLC, 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 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
the Excess Interest, the Excess Interest
Distribution 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.
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-4A-1, Class LA-4A-2, Class LA-4A-3,
Class LA-4B, 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-J,
Class LB, Class LC, Class LD-1, Class LD-2,
Class LD-3, Class LD-4, Class LE-1,
Class LE-2, Class LF-1, Class LF-2, Class
LF-3, Class LG-1, Class LG-2, Class
LH-1, Class LH-2, Class LH-3, Class LJ,
Class LK-1, Class LK-2, Class LL, Class
LM, Class LN, Class LO 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
Class Designation Interest Rate Principal Amount
-------------------- ---------------
----------------
Class LA-1-1
(1)
$ 3,600,000
Class LA-1-2
(1)
$ 4,957,000
Class LA-1-3
(1)
$ 33,511,000
Class LA-1-4
(1)
$ 20,866,000
Class LA-1A-1
(1)
$
953,000
Class LA-1A-2
(1)
$ 1,238,000
Class LA-1A-3
(1)
$ 6,379,000
Class LA-1A-4
(1)
$ 7,308,000
Class LA-1A-5
(1)
$ 7,174,000
Class LA-1A-6
(1)
$ 19,114,000
Class LA-1A-7
(1)
$ 7,025,000
Class LA-1A-8
(1)
$ 9,243,000
Class LA-1A-9
(1)
$ 6,411,000
Class LA-1A-10
(1)
$ 27,301,000
Class LA-1A-11
(1)
$ 5,640,000
Class LA-1A-12
(1)
$ 5,570,000
Class LA-1A-13
(1)
$ 5,329,000
Class LA-1A-14
(1)
$ 8,765,000
Class LA-1A-15
(1)
$ 200,275,000
Class LA-2-1
(1)
$ 29,488,000
Class LA-2-2
(1)
$ 52,995,000
Class LA-2-3
(1)
$ 62,314,000
Class LA-2-4
(1)
$ 94,176,000
Class LA-3-1
(1)
$ 9,613,000
Class LA-3-2
(1)
$ 34,654,000
Class LA-3-3
(1)
$ 31,895,000
Class LA-3-4
(1)
$ 154,557,000
Class LA-3-5
(1)
$ 19,729,000
Class LA-3-6
(1)
$ 17,363,000
Class LA-3-7
(1)
$ 1,785,000
Class LA-4A-1
(1)
$ 163,101,000
Class LA-4A-2
(1)
$ 12,976,000
Class LA-4A-3
(1)
$ 370,174,000
Class LA-4B
(1)
$ 78,036,000
Class LA-SB-1
(1)
$ 2,919,000
Class LA-SB-2
(1)
$ 10,466,000
Class LA-SB-3
(1)
$ 11,425,000
Class LA-SB-4
(1)
$ 11,193,000
Class LA-SB-5
(1)
$ 11,744,000
Class LA-SB-6
(1)
$ 56,904,000
Class LA-J
(1)
$ 151,703,000
Class LB
(1)
$ 37,925,000
Class LC
(1)
$ 17,699,000
Class LD-1
(1)
$ 5,928,000
Class LD-2
(1)
$ 11,668,000
Class LD-3
(1)
$ 11,139,000
Class LD-4
(1)
$ 9,191,000
Class LE-1
(1)
$ 11,186,000
Class LE-2
(1)
$ 6,513,000
Class LF-1
(1)
$ 11,329,000
Class LF-2
(1)
$ 14,707,000
Class LF-3
(1)
$ 1,776,000
Class LG-1
(1)
$ 16,005,000
Class LG-2
(1)
$ 4,222,000
Class LH-1
(1)
$ 6,553,000
Class LH-2
(1)
$ 17,707,000
Class LH-3
(1)
$ 1,024,000
Class LJ
(1)
$ 10,113,000
Class LK-1
(1)
$ 8,213,000
Class LK-2
(1)
$ 1,901,000
Class LL
(1)
$ 7,585,000
Class LM
(1)
$ 2,528,000
Class LN
(1)
$ 7,586,000
Class LO
(1)
$
5,056,000
Class LNR
(1)
$ 25,284,616
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-4A, Class A-4B,
Class
A-SB, Class A-1A, Class X-1, Class X-2,
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 and the Class NR Certificates 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 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)
----------------
-------------------- ------------------
<S>
<C>
<C>
<C>
Class A-1 Certificates(2)
4.6550%
$ 62,934,000
Aaa/AAA
Class A-2 Certificates(2)
4.8510%
$ 238,973,000
Aaa/AAA
Class A-3 Certificates(2)
4.9590%
$ 269,596,000
Aaa/AAA
Class A-4A Certificates(2)
4.9360%(3)
$ 546,251,000
Aaa/AAA
Class A-4B Certificates
4.9960%(3)
$ 78,036,000
Aaa/AAA
Class A-SB Certificates(2)
4.8930%(3)
$ 104,651,000
Aaa/AAA
Class A-1A Certificates(2)
4.9380%(3)
$ 317,725,000
Aaa/AAA
Class A-J Certificates
5.1078%(4)
$ 151,703,000
Aaa/AAA
Class B Certificates
5.1868%(5)
$ 37,925,000
Aa2/AA
Class C Certificates
5.2058%(6)
$ 17,699,000
Aa3/AA-
Class D Certificates
5.3048%(7)
$ 37,926,000
A2/A
Class E Certificates
5.3138%(8)
$ 17,699,000
A3/A-
Class F Certificates
5.3138%(8)
$ 27,812,000
Baa1/BBB+
Class G Certificates
5.3138%(8)
$ 20,227,000
Baa2/BBB
Class H Certificates
5.3138%(8)
$ 25,284,000
Baa3/BBB-
Class J Certificates
4.7110%(3)
$ 10,113,000
Ba1/BB+
Class K Certificates
4.7110%(3)
$ 10,114,000
Ba2/BB
Class L Certificates
4.7110%(3)
$
7,585,000
Ba3/BB-
Class M Certificates
4.7110%(3)
$
2,528,000
B1/B+
Class N Certificates
4.7110%(3)
$
7,586,000
B2/B
Class O Certificates
4.7110%(3)
$
5,056,000
B3/B-
Class NR Certificates
4.7110%(3)
$ 25,284,616
*/*
Class R Certificates
N/A(9)
$N/A
*/*
Class X-1 Certificates
0.0403%(10)
$2,022,707,616(11)
Aaa/AAA
Class X-2 Certificates
0.3233%(10)
$1,980,228,000(11)
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-4A, Class A-4B, 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) Subject to a maximum
Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(4) The Pass-Through Rate for
any Distribution Date for the Class A-J
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.2060%.
(5) The Pass-Through Rate for
any Distribution Date for the Class B
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1270%.
(6) The Pass-Through Rate for
any Distribution Date for the Class C
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.1080%.
(7) The Pass-Through Rate for
any Distribution Date for the Class D
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.0090%.
(8) The Pass-Through Rate for
any Distribution Date for the Class E, Class F,
Class G
and Class H 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 rate on the Class
X-1 and Class X-2 certificates will be
based on
the weighted average interest strip rates of the respective
components
of the Class X-1 and Class X-2 certificates. See "Description
of the
Certificates--Distributions" in this prospectus supplement.
(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
$2,022,707,616.
The Universal Hotel Portfolio Companion Notes, the Lowe's Aliso
Viejo Companion Loan and the 1129 Northern
Boulevard 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.
The Universal Hotel Portfolio Mortgage Loan and the Universal
Hotel
Portfolio Senior Notes are pari passu with
each other and the Universal Hotel
Portfolio B Note is subordinated to such
loans. The Universal Hotel Portfolio
Mortgage Loan is part of the Trust Fund.
The Universal Hotel Portfolio A-1 Note,
Universal Hotel Portfolio A-2 Note,
Universal Hotel Portfolio A-3 Note,
Universal Hotel Portfolio A-4 Note and the
Universal Hotel Portfolio B Note are
part of the Universal Hotel Portfolio
Trust. The Universal Hotel Portfolio A-5
Note is part of the trust serviced and
administered by an Other Pooling and
Servicing Agreement. The Universal Hotel
Portfolio Mortgage Loan and the
Universal Hotel Portfolio Companion Notes
will be serviced and administered in
accordance with Universal Hotel Portfolio
Pooling Agreement.
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.
"1129 Northern Boulevard AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan
Schedule as loan number 38.
"1129 Northern Boulevard 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 1129 Northern Boulevard AB
Mortgage Loan.
"1129 Northern Boulevard Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders,
dated as of August [__], 2005, by and
between CBA-Mezzanine Capital Finance, LLC,
as the B Note Holder, and JPMorgan
Chase Bank, N.A., as the A Note Holder.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in
the
Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan
or
Loan Pair, other than the Universal Hotel
Portfolio Mortgage Loan or 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 August 24, 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, an amount equal to interest for the
related Interest Accrual Period at the
Pass-Through Rate of such Class of
Certificates 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 (other than the Universal
Hotel Portfolio 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 minus, with respect to any
Appraisals, such downward adjustments as
the Special Servicer may make (without
implying any obligation to do so) based
upon its review of the Appraisal and any
other information it deems relevant,
and (B) all escrows, letters of credit and
reserves in respect of such Mortgage
Loan 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 (other than the Universal
Hotel
Portfolio 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 Appraisal Reduction in respect of the Universal Hotel
Portfolio
Whole Loan shall be calculated by the
Universal Hotel Portfolio Master Servicer
in accordance with and pursuant to the
terms of the Universal Hotel Portfolio
Pooling Agreement.
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 (other than the Universal Hotel
Portfolio 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
(other than the Universal Hotel Portfolio
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) 120 days (or 90 days with respect to a
Specially Serviced Mortgage Loan)
after an uncured delinquency occurs in
respect of a Balloon Payment with respect
to such Mortgage Loan 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
(other
than the Universal Hotel Portfolio Mortgage
Loan), the appraised value thereof
as determined by an Appraisal of the
Mortgaged Property securing the related
Mortgage Loan. With respect to the
Universal Hotel Portfolio Mortgaged Property,
the appraised value allocable thereto, as
determined pursuant to the Universal
Hotel Portfolio Pooling Agreement.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on
its Anticipated Repayment Date, such
Mortgage Loan will accrue Excess Interest
at the rate specified in the related
Mortgage Note and the Mortgagor is required
to apply excess monthly cash flow
generated by the related Mortgaged Property
to the repayment of the outstanding
principal balance on such Mortgage
Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument executed by the
Mortgagor, assigning to the mortgagee all
of the income, rents and profits
derived from the ownership, operation,
leasing or disposition of all or a
portion of such Mortgaged Property, in the
form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in
respect of its Balloon Payment
(including any REO Loan as to which the
Balloon Payment would have been past
due), an amount equal to the sum of (a) the
principal portion of the Monthly
Payment that would have been due on such
Mortgage Loan on the related Due Date
based on the constant payment required by
the related Mortgage Note or the
original amortization schedule thereof (as
calculated with interest at the
related Mortgage Rate), if applicable,
assuming such Balloon Payment has not
become due, after giving effect to any
reduction in the principal balance
thereof occurring in connection with a
modification of such Mortgage Loan in
connection with a default or bankruptcy or
similar proceedings, and (b) interest
on the Stated Principal Balance of such
Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee
Rate).
"Authenticating Agent": The 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 and the Mortgage Loans (and in the
case of the Universal Hotel Portfolio
Mortgage Loan, only to the extent received
by the Trust pursuant to the
Universal Hotel Portfolio Intercreditor
Agreement), 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 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, 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);
(d) for the Distribution Date occurring in each March, the
Withheld
Amounts
remitted to the Lower-Tier Distribution Account pursuant to
Section
3.25(b); and
(e) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount and the Westlink Shopping Center Deposit Amount
deposited
into the
Distribution Account pursuant to Section 2.01(g).
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-4A, Class A-4B, Class A-SB, Class
A-1A, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class
H, Class J and Class K Certificate, 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 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, Philadelphia, Pennsylvania,
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-LDP3, 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 "GMAC Commercial Mortgage
Corporation, 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-LDP3, 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), (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
on the Distribution Date immediately prior
to such date of determination
(determined as adjusted pursuant to Section
1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other
than the Residual Certificates), the
amount of Mortgage Deferred Interest
allocated to such Class of Certificates
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-4A, Class A-4B 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
4.6550%.
"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 the
lesser of (i) 4.9380% and (ii) the
Weighted Average Net Mortgage Rate.
"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
4.8510%.
"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 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to
4.9590%.
"Class A-4A Certificate": A Certificate designated as "Class
A-4A"
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-4A Pass-Through Rate": With respect to any
Distribution
Date, a fixed per annum rate equal to the
lesser of (i) 4.9360% and (ii) the
Weighted Average Net Mortgage Rate.
"Class A-4B Certificate": A Certificate designated as "Class
A-4B"
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-4B Pass-Through Rate": With respect to any
Distribution
Date, a fixed per annum rate equal to the
lesser of (i) 4.9960% and (ii) the
Weighted Average Net Mortgage Rate.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit
A-10 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the
Weighted Average Net Mortgage Rate minus
0.2060%.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit
A-6 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC
for purposes of the REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser
of (i) 4.8930% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal
amount for such Distribution Date
specified in Schedule 4 hereto relating to
the Class A-SB Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-11
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.1270%.
"Class C Certificate": A Certificate designated as "Class C" 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 C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.1080%.
"Class D Certificate": A Certificate designated as "Class D" 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 D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.0090%.
"Class E Certificate": A Certificate designated as "Class E" 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 E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-15
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-16
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-17
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-18
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 lesser of (i)
4.7110% and (ii) 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-19
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 lesser of (i)
4.7110% and (ii) 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-20
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)
4.7110% 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-4A-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-4A-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-4A-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-4B 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-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-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 LD-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 LD-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 LD-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 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 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 LF-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 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 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 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 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 LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-27 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-21
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)
4.7110% 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-22
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)
4.7110% 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-24 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)
4.7110% 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-23
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)
4.7110% 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-26
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-25
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, the excess, if
any, of (a) the sum of (i) the
Distributable Certificate Interest in
respect of such Class of Certificates for
the immediately preceding Distribution Date
and (ii) any outstanding Class
Unpaid Interest Shortfall payable to such
Class of Certificates on such
preceding Distribution Date over (b) the
aggregate amount in respect of interest
actually distributed to such Class of
Certificates on such immediately preceding
Distribution Date. The Class Unpaid
Interest Shortfall with respect to any Class
of Certificates as of the initial
Distribution Date is zero. No interest shall
accrue on Class Unpaid Interest
Shortfalls.
"Class X 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 XA-J, Component XB,
Component XC, Component XD-1, Component
XD-2, Component XD-3, and Component XD-4,
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-4A-1, Component XA-4A-2,
Component XA-4A-3, Component XA-4B,
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-J, Component XB, Component XC,
Component XD-1, Component XD-2,
Component XD-3, Component XD-4, Component
XE-1, Component XE-2, Component XF-1,
Component XF-2, Component XF-3, Component
XG-1, Component XG-2, Component XH-1,
Component XH-2, Component XH-3, Component
XJ, Component XK-1, Component XK-2,
Component XL and Component XM.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date
in February 2006, 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-4A-1,
Component XA-4A-2, Component XA-4A-3,
Component XA-4B, 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-J,
Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3,
Component XD-4, Component XE-1, Component
XE-2, Component XF-1, Component XF-2,
Component XF-3, Component XG-1, Component
XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ, Component
XK-1, Component XK-2, Component XL and
Component XM.
(i) With respect to any Distribution Date after the
Distribution Date in February 2006 through and including the
Distribution Date in August 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-4A-1, Component XA-4A-2, Component XA-4A-3, Component XA-4B,
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-J,
Component XB,
Component XC, Component XD-1, Component XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ, Component XK-1, Component XK-2, Component XL and
Component XM.
(ii) With respect to any Distribution Date after the
Distribution Date in August 2006 through and including the
Distribution Date in February 2007, 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-4A-1, Component XA-4A-2,
Component
XA-4A-3, Component XA-4B, 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-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ, Component XK-1, Component XK-2,
Component XL and Component XM.
(iii) With respect to any Distribution Date after the
Distribution Date in February 2007 through and including the
Distribution Date in August 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-4A-1, Component XA-4A-2,
Component XA-4A-3, Component XA-4B, 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-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component XE-1, Component XE-2, Component XF-1, Component XF-2,
Component XF-3, Component XG-1, Component XG-2, Component XH-1,
Component XH-2, Component XH-3, Component XJ, Component XK-1,
Component XK-2, Component XL and Component XM.
(iv) With respect to any Distribution Date after the
Distribution Date in August 2007 through and including the
Distribution Date in February 2008, the sum of the then
Component
Notional Amounts of Component XA-1A-6, Component XA-1A-7,
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-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-4A-1, Component XA-4A-2, Component XA-4A-3, Component XA-4B,
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-J,
Component XB, Component XC, Component XD-1, Component XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ and Component XK-2.
(v) With respect to any Distribution Date after the
Distribution Date in February 2008 through and including the
Distribution Date in August 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-4A-1, Component XA-4A-2,
Component
XA-4A-3, Component XA-4B, 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-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2, Component XH-2 and Component
XH-3.
(vi) With respect to any Distribution Date after the
Distribution Date in August 2008 through and including the
Distribution Date in February 2009, the sum of the then
Component
Notional Amounts of Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-3-2,
Component XA-3-3, Component XA-3-4, Component XA-3-5, Component
XA-3-6, Component XA-3-7, Component XA-4A-1, Component XA-4A-2,
Component XA-4A-3, Component XA-4B, 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-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component XE-1, Component XE-2, Component XF-1, Component XF-2,
Component XF-3, Component XG-1, Component XG-2 and Component
XH-3.
(vii) With respect to any Distribution Date after the
Distribution Date in February 2009 through and including the
Distribution Date in August 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-4A-1, Component XA-4A-2, Component XA-4A-3, Component XA-4B,
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-J,
Component XB, Component XC, Component XD-1, Component XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component XF-3 and Component
XG-2.
(viii) With respect to any Distribution Date after the
Distribution Date in August 2009 through and including the
Distribution Date in February 2010, the sum of the then
Component
Notional Amounts of Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3-4, Component XA-3-5,
Component
XA-3-6, Component XA-3-7, Component XA-4A-1, Component XA-4A-2,
Component XA-4A-3, Component XA-4B, 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-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component
XE-1, Component XE-2, Component XF-2 and Component XF-3.
(ix) With respect to any Distribution Date after the
Distribution Date in February 2010 through and including the
Distribution Date in August 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-3-5, Component XA-3-6, Component XA-3-7, Component
XA-4A-1, Component XA-4A-2, Component XA-4A-3, Component XA-4B,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-J, Component XB,
Component
XC, Component XD-1, Component XD-2, Component XD-3, Component
XD-4,
Component XE-1, Component XE-2 and Component XF-3.
(x) With respect to any Distribution Date after the
Distribution Date in August 2010 through and including the
Distribution Date in February 2011, the sum of the then
Component
Notional Amounts of Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-3-6,
Component
XA-3-7, Component XA-4A-1, Component XA-4A-2, Component
XA-4A-3,
Component XA-4B, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-J, Component XB,
Component
XC, Component XD-1, Component XD-2, Component XD-3, Component
XD-4
and Component XE-2.
(xi) With respect to any Distribution Date after the
Distribution Date in February 2011 through and including the
Distribution Date in August 2011, the sum of the then Component
Notional Amounts of Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3-7, Component XA-4A-1,
Component
XA-4A-2, Component XA-4A-3, Component XA-4B, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-J, Component
XB,
Component XC, Component XD-2, Component XD-3 and Component
XD-4.
(xii) With respect to any Distribution Date after the
Distribution Date in August 2011 through and including the
Distribution Date in February 2012, the sum of the then
Component
Notional Amounts of Component XA-1A-14, Component XA-1A-15,
Component XA-4A-2, Component XA-4A-3, Component XA-4B,
Component
XA-SB-5, Component XA-SB-6, Component XA-J, Component XB,
Component
XC, Component XD-3, Component XD-4.
(xiii) With respect to any Distribution Date after the
Distribution Date in February 2012 through and including the
Distribution Date in August 2012, the sum of the then Component
Notional Amounts of Component XA-1A-15, Component XA-4A-3,
Component
XA-4B, Component XA-SB-6, Component XA-J, Component XB,
Component
XC, Component XD-4.
(xiv) after the Distribution Date in August 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 XA-J, the lesser of (1) 0.1760%
and (2) the Weighted Average Net
Mortgage Rate for such Distribution Date
minus the Pass-Through Rate in effect
on such Distribution Date for the Class A-J
Certificates, (B) with respect to
Component X-B the lesser of (1) 0.0970% 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 B
Certificates, (C) with respect to
Component XC, the lesser of (1) 0.0780% 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 C
Certificates, (D) with respect to
Component XD-1, Component XD-2, Component
XD-3 and Component XD-4, the lesser of
(1) 0.0000% 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 D 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 August
2012.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": August 24, 2005.
"Closing Date Deposit Amount": $84,465.96, representing the
aggregate amount of interest that would
have accrued at the related Mortgage
Rates during the Due Period ending in
August 2005, for those Mortgage Loans
which do not have their first Monthly
Payment due until October 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 Paying Agent.
"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 (other than the Universal Hotel
Portfolio Companion Loan), 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
"GMAC Commercial Mortgage Corporation, 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-LDP3." 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-4A-1,
Component XA-4A-2, Component XA-4A-3,
Component XA-4B, 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-J,
Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3, Component
XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component
XF-3, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component
XH-3, Component XJ, Component XK-1,
Component XK-2, Component XL, Component XM,
Component XN, Component XNR and
Component XO.
"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 65 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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-4A-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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-4A-1 Uncertificated
Interest as of any date of determination.
"Component XA-4A-2": One of the 65 components of the Class X-1
Certificates and one of the 59 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-4A-2 Uncertificated
Interest as of any date of determination.
"Component XA-4A-3": One of the 65 components of the Class X-1
Certificates and one of the 59 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-4A-3 Uncertificated
Interest as of any date of determination.
"Component XA-4B": One of the 65 components of the Class X-1
Certificates and one of the 59 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-4B Uncertificated Interest
as of any date of determination.
"Component XA-J": One of the 65 components of the Class X-1
Certificates and one of the 59 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-SB-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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-1 Uncertificated Interest
as of any date of determination.
"Component XD-2": One of the 65 components of the Class X-1
Certificates and one of the 59 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-2 Uncertificated Interest
as of any date of determination.
"Component XD-3": One of the 65 components of the Class X-1
Certificates and one of the 59 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-3 Uncertificated Interest
as of any date of determination.
"Component XD-4": One of the 65 components of the Class X-1
Certificates and one of the 59 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-4 Uncertificated Interest
as of any date of determination.
"Component XE-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 XF-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 XF-3": One of the 65 components of the Class X-1
Certificates and one of the 59 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-3 Uncertificated Interest
as of any date of determination.
"Component XG-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 XH-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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": One of the 65 components of the Class X-1
Certificates and one of the 59 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 Uncertificated Interest as
of any date of determination.
"Component XK-1": One of the 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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 65 components of the Class X-1
Certificates and one of the 59 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": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LM Uncertificated Interest as of
any date of determination.
"Component XN": One of the 65 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 XNR": One of the 65 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 65 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.
"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-LDP3
(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 August 2005,
or, with respect to those Mortgage
Loans that were originated in August 2005
and have their first Due Date in
September 2005 or October 2005, the
origination date of such Mortgage Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding
principal balance of such Mortgage Loan or
Companion Loan, as the case may be, as of
the Cut-off Date, after application of
all payments of principal due on or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an
annual operating statement for the related
Mortgaged Property, the ratio of (i) Net
Operating Income produced by the
related Mortgaged Property during such
period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon
Payment) due under such Mortgage Loan
during such period; provided, that with
respect to the Mortgage Loans indicated
on Schedule 2, which pay interest only for
a specified period of time set forth
in the related Mortgage Loan documents and
then pay principal and interest, the
related Monthly Payment will be calculated
(for purposes of this definition
only) to include interest and principal
(based on the remaining amortization
term indicated in the Mortgage Loan
Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of
such Mortgage Loan or Companion Loan
during such Due Period provided for in the
related Mortgage Note or Mortgage as
a result of a default (exclusive of late
payment charges) that is in excess of
interest at the related Mortgage Rate
accrued on the unpaid principal balance of
such Mortgage Loan or Companion Loan
outstanding from time to time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly
Payments or more than thirty days (or
sixty days with respect to the
circumstances described in clause (ii) of the
definition of Servicing Transfer Event)
delinquent in respect of its Balloon
Payment, if any, in either case such
delinquency to be determined without giving
effect to any grace period permitted by the
related Mortgage or Mortgage Note
and without regard to any acceleration of
payments under the related Mortgage
and Mortgage Note or (ii) as to which the
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 Cadim TACH inc.
"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, the Accrued
Certificate Interest in respect of such
Class of Regular Certificates, 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), 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 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 X Certificates) for
such Distribution Date, and (ii) any
Certificate Deferred Interest for such
Distribution Date allocated to such Class
of Certificates pursuant to Section
4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution
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
September 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 September
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 and (C) 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 J, Class K, Class L,
Class
M, Class N, Class O 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.
"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-LDP3, 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.
"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-LDP3,
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 the Excess Interest, the
Excess Interest Distribution Account and
the proceeds thereof, beneficial ownership
of which is represented by the Class
S 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 any 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 and 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
the Universal Hotel Portfolio
Mortgage Loan or 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 Universal Hotel
Portfolio
Intercreditor Agreement, the Lowe's Aliso
Viejo Intercreditor Agreement and the
1129 Northern Boulevard Intercreditor
Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates 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.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates 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 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-LDP3, 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.
"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; (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; or (vii) such
Mortgage Loan is purchased by the
applicable Universal Hotel Portfolio Companion
Loan Noteholder pursuant to the Universal
Hotel Portfolio 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 (which shall
include, for the first Distribution
Date, the Westlink Shopping Center Deposit
Amount).
"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, (c) that portion, if any, of the
Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 1 and (d) with
respect to the first Distribution Date, the
Westlink Shopping Center Principal
Deposit Amount; 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-4A, Class
A-4B 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-4A,
Class A-4B 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-LDP3, 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-4A-1,
Class LA-4A-2, Class LA-4A-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 LD-1, Class LD-2, Class
LD-3, Class LD-4, Class LE-1, Class LE-2,
Class LF-1, Class LF-2, Class LF-3, Class
LG-1, Class LG-2, Class LH-1, Class
LH-2, Class LH-3, Class LK-1 and Class LK-2
Uncertificated Interests, as set
forth in Section 4.01(b)).
"Lower-Tier Regular Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier REMIC": One of two separate REMICs comprising a
portion
of the Trust Fund, the assets of which
consist of the Mortgage Loans (exclusive
of Excess Interest), any REO Property with
respect thereto (or an allocable
portion thereof, in the case of the AB
Mortgage Loans), or the Trust Fund's
beneficial interest in the REO Property
with respect to the Universal Hotel
Portfolio Whole Loan, such amounts as shall
from time to time be held in the
Certificate Account (other than with
respect to the Companion Loans), the REO
Account, if any, the Interest Reserve
Account, the Gain-on-Sale Reserve Account
and the Lower-Tier Distribution Account,
and all other property included in the
Trust Fund that is not in the Upper-Tier
REMIC or the Grantor Trust.
"Lowe's Aliso Viejo AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as
loan number 8.
"Lowe's Aliso Viejo 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 Lowe's
Aliso Viejo AB Mortgage Loan.
"Lowe's Aliso Viejo Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders,
dated as of November 10, 2003, by and
between Capital Lease Funding, LLC, as the
B Note Holder, and LaSalle Bank
National Association, as the A Note Holder,
as supplemented by the Intercreditor
Agreement Supplement, dated as of June 21,
2005 by and between Caplease, LP, a
Delaware limited partnership (as successor
in interest to Capital Lease Funding,
LLC) and LaSalle Bank National Association,
and related to the Lowe's Aliso
Viejo AB Mortgage Loan.
"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": GMAC Commercial Mortgage Corporation, a
California corporation, 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.
"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-LDP3" 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-LDP3"
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-LDP3"
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-LDP3" 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");
(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; and
(xxv) with respect to the Universal Hotel Portfolio Mortgage
Loan, a copy of the Universal Hotel Portfolio Pooling
Agreement;
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. With respect to the
Universal Hotel Portfolio Mortgage
Loan, the preceding document delivery
requirements will be met by the delivery
by the applicable Mortgage Loan Seller of
copies of the documents specified
above (other than the Mortgage Note (and
all intervening endorsements)
evidencing the Universal Hotel Portfolio
Mortgage Loan, with respect to which
the originals shall be required), including
a copy of the Mortgage securing the
Universal Hotel Portfolio Mortgage
Loan.
"Mortgage Loan": Each
of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and
from time to time held in the Trust
Fund. As used herein, the term "Mortgage
Loan" includes the related Mortgage
Note, Mortgage and other documents
contained in the related Mortgage File and
any related agreements. 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 Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
the Trust Fund, attached hereto as
Exhibit B, which list sets forth the
following information with respect to each
Mortgage Loan:
(i) the loan identification number and loan servicing number
(as specified in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(xi) the Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage
Loan Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of
any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box
agreement is in place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period; and
(xxvi) the applicable Loan Group to which the Mortgage Loan
belongs.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii)
above for all of the Mortgage Loans.
Such list may be in the form of more than
one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) JPMorgan, or its successor
in
interest, (2) NCCI, or its successor in
interest, and (3) LaSalle Bank National
Association, a national banking
association, or its successor in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a
Mortgage Loan or Companion Loan, together
with any rider, addendum or amendment
thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
Loan on or prior to its Maturity Date, the
annual rate at which interest is
scheduled (in the absence of a default) to
accrue on such Mortgage Loan or
Companion Loan from time to time in
accordance with the related Mortgage Note
and applicable law, exclusive of the Excess
Rate; or (ii) any Mortgage Loan or
Companion Loan after its Maturity Date, the
annual rate described in clause (i)
above determined without regard to the
passage of such Maturity Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has
acquired the related Mortgaged Property
and assumed the obligations of the original
obligor under the Mortgage Note.
"NCCI": Nomura Credit & Capital, Inc., a Delaware corporation,
or
its successor in interest.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by
which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in
connection with the receipt of
Principal Prepayments on the Mortgage Loans
during the related Due Period,
exceeds (b) the aggregate amount deposited
by the Master Servicer in the
Certificate Account for such Distribution
Date pursuant to Section 3.19 in
connection with such Prepayment Interest
Shortfalls.
"Net Investment Earnings": With respect to the Certificate
Account,
the Servicing Accounts or the REO Account
for any period from any Distribution
Date to the immediately succeeding P&I
Advance Date, the amount, if any, by
which the aggregate of all interest and
other income realized during such period
on funds relating to the Trust Fund held in
such account, exceeds the aggregate
of all losses, if any, incurred during such
period in connection with the
investment of such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to the Certificate Account,
the
Servicing Accounts or the REO Account for
any period from any Distribution Date
to the immediately succeeding P&I
Advance Date, the amount by which the
aggregate of all losses, if any, incurred
during such period in connection with
the investment of funds relating to the
Trust Fund held in such account in
accordance with Section 3.06, exceeds the
aggregate of all interest and other
income realized during such period on such
funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per
annum equal to the related Mortgage
Rate then in effect, minus the
Administrative Cost Rate; provided, that for
purposes of calculating Pass-Through Rates,
the Net Mortgage Rate for any
Mortgage Loan will be determined without
regard to any modification, waiver or
amendment of the terms of such Mortgage
Loan, whether agreed to by the Master
Servicer or the Special Servicer or
resulting from a bankruptcy, insolvency or
similar proceeding involving the Mortgagor;
provided further, that if any
Mortgage Loan does not accrue interest on
the basis of a 360-day year consisting
of twelve 30-day months, then, solely for
purposes of calculating Pass-Through
Rates, the Net Mortgage Rate of such
Mortgage Loan for any one-month period
preceding a related Due Date will be the
annualized rate at which interest would
have to accrue in respect of such Mortgage
Loan on the basis of a 360-day year
consisting of twelve 30-day months in order
to produce the aggregate amount of
interest actually accrued (exclusive of
Default Interest or Excess Interest) in
respect of such Mortgage Loan during such
one-month period at the related Net
Mortgage Rate; provided further, that, with
respect to each Interest Reserve
Loan, the Net Mortgage Rate for the one
month period (A) preceding the Due Dates
that occur in January and February in any
year which is not a leap year or
preceding the Due Date that occurs in
February in any year which is a leap year,
and (B) preceding the Due Date in March,
will be the per annum rate stated in
the related Mortgage Note less the related
Administrative Cost Rate. With
respect to any REO Loan, the Net Mortgage
Rate shall be calculated as described
above, determined as if the predecessor
Mortgage Loan had remained outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net
Operating Income will be calculated in
accordance with the standard definition of
"Net Operating Income" approved from
time to time endorsed and put forth by the
CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the
Trust, including any lease renewed,
modified or extended on behalf of the
Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided,
that Workout-Delayed Reimbursement
Amounts shall constitute a Nonrecoverable
Advance only when the Person making
such determination in accordance with the
procedures specified in the definition
of Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as
applicable, and taking into account factors
such as all other outstanding
Advances, either (a) has determined in
accordance with the Servicing Standards
or the standards applicable to the Trustee
as set forth in the definitions of
"Nonrecoverable P&I Advance" and
"Nonrecoverable Servicing Advance" that such
Workout-Delayed Reimbursement Amounts would
not ultimately be recoverable from
Late Collections, Insurance Proceeds or
Liquidation Proceeds, or any other
recovery on or in respect of the related
Mortgage Loan or REO Loan, or (b) has
determined in accordance with the Servicing
Standards or such other applicable
standard that such Workout-Delayed
Reimbursement Amounts, along with any other
Workout-Delayed Reimbursement Amounts and
Nonrecoverable Advances, would not
ultimately be recovered from aggregate
principal collections in respect of the
pool of the Mortgage Loans or REO
Loans.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a
Mortgage Loan or REO Loan which, in the
reasonable judgment of the Master Servicer
or the Trustee, as applicable, will
not be ultimately recoverable, together
with any accrued and unpaid interest
thereon at the Reimbursement Rate, from
Late Collections or any other recovery
on or in respect of such Mortgage Loan or
REO Loan; provided, however, that the
Special Servicer may, at its option, in
consultation with the Directing
Certificateholder, make a determination in
accordance with the Servicing
Standards, that any P&I Advance
previously made or proposed to be made is a
Nonrecoverable P&I Advance and shall
deliver to the Master Servicer or the
Trustee (and with respect to the Universal
Hotel Portfolio Mortgage Loan, to any
Other Servicer of the Universal Hotel
Portfolio Companion Notes) notice of such
determination. Any such determination shall
be conclusive and binding on the
Master Servicer and the Trustee, provided,
however, the Special Servicer shall
have no such obligation to make an
affirmative determination that any P&I
Advance is or would be recoverable, and in
the absence of a determination by the
Special Servicer that such P&I Advance
is a Nonrecoverable P&I Advance, such
decision shall remain with the Master
Servicer or Trustee, as applicable. In
making such recoverability determination,
the Master Servicer, Special Servicer
or Trustee, as applicable, will be entitled
to consider (among other things) the
obligations of the Mortgagor under the
terms of the related Mortgage Loan as it
may have been modified, to consider (among
other things) the related Mortgaged
Properties in their "as is" or then current
conditions and occupancies, as
modified by such party's assumptions
(consistent with the Servicing Standards in
the case of the Master Servicer and the
Special Servicer or its good faith
business judgment in the case of the
Trustee) regarding the possibility and
effects of future adverse change with
respect to such Mortgaged Properties, to
estimate and consider (among other things)
future expenses and to estimate and
consider (consistent with the Servicing
Standards in the case of the Master
Servicer and the Special Servicer or its
good faith business judgment in the
case of the Trustee) (among other things)
the timing of recoveries and will be
entitled to give due regard to the
existence of any Nonrecoverable Advances
which, at the time of such consideration,
the recovery of which are being
deferred or delayed by the Master Servicer,
in light of the fact that Related
Proceeds are a source of recovery not only
for the Advance under consideration
but also a potential source of recovery for
such delayed or deferred Advance.
With respect to the Universal Hotel
Portfolio Loan, if any servicer in
connection with a subsequent securitization
of any Universal Hotel Portfolio
Companion Note determines that any P&I
Advance with respect to the Universal
Hotel Portfolio Companion Note, if made,
would be nonrecoverable, such
determination will be binding on the Master
Servicer and the Trustee as it
relates to any proposed P&I Advance. In
addition, any Person, in considering
whether a P&I Advance is a
Nonrecoverable Advance, will be entitled to give due
regard to the existence of any outstanding
Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with
respect to other Mortgage Loans which,
at the time of such consideration, the
reimbursement of which is being deferred
or delayed by the Master Servicer or the
Trustee, in light of the fact that
proceeds on the related Mortgage Loan are a
source of reimbursement not only for
the P&I Advance under consideration,
but also as a potential source of
reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred
or delayed. In addition, any such
Person may update or change its
recoverability determinations at any time (but
not reverse any other Person's
determination that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing
Standards, in the case of the Master
Servicer and the Special Servicer or its
good faith business judgment in the
case of the Trustee, may obtain, promptly
upon request, from the Special
Servicer any reasonably required analysis,
Appraisals or market value estimates
or other information in the Special
Servicer's possession for making a
recoverability determination. Absent bad
faith, the Master Servicer's, Special
Servicer's or the Trustee's determination
as to the recoverability of any P&I
Advance shall be conclusive and binding on
the Certificateholders. The
determination by the Master Servicer, the
Special Servicer or the Trustee, as
applicable, that the Master Servicer or the
Trustee, as applicable, has made a
Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I
Advance, or any updated or changed
recoverability determination, shall be
evidenced by an Officer's Certificate
delivered by either the Special Servicer or
the Master Servicer to the other and
to the Trustee, the Paying Agent, the
Directing Certificateholder, the
Depositor, or by the Trustee to the
Depositor, the Master Servicer, the Special
Servicer, the Paying Agent and the
Directing Certificateholder. The Officer's
Certificate shall set forth such
determination of nonrecoverability and the
considerations of the Master Servicer, the
Special Servicer or the Trustee, as
applicable, forming the basis of such
determination (which shall be accompanied
by, to the extent available, income and
expense statements, rent rolls,
occupancy status, property inspections and
any other information used by the
Master Servicer, the Special Servicer or
the Trustee, as applicable, to make
such determination and shall include any
existing Appraisal of the related
Mortgage Loan or Mortgaged Property). The
Trustee shall be entitled to
conclusively rely on the Master Servicer's
determination that a P&I Advance is
or would be nonrecoverable and shall
conclusively rely on and be bound by any
determination of the Special Servicer that
a P&I Advance is or would be
nonrecoverable, and the Master Servicer
shall conclusively rely on and be bound
by the Special Servicer's determination
that a P&I Advance is or would be
nonrecoverable. In the case of a
cross-collateralized Mortgage Loan, such
recoverability determination shall take
into account the cross-collateralization
of the related cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan (other than the
Universal Hotel Portfolio Mortgage Loan) or
REO Property which, in the
reasonable judgment of the Master Servicer,
the Special Servicer or the Trustee,
as the case may be, will not be ultimately
recoverable, together with any
accrued and unpaid interest thereon, at the
Reimbursement Rate, from Late
Collections or any other recovery on or in
respect of such Mortgage Loan or REO
Property. In making such recoverability
determination, such Person will be
entitled to consider (among other things)
the obligations of the Mortgagor under
the terms of the related Mortgage Loan as
it may have been modified, to consider
(among other things) the related Mortgaged
Properties in their "as is" or then
current conditions and occupancies, as
modified by such party's assumptions
(consistent with the Servicing Standards in
the case of the Master Servicer or
the Special Servicer or in its good faith
business judgment in the case of the
Trustee) regarding the possibility and
effects of future adverse change with
respect to such Mortgaged Properties, to
estimate and consider (consistent with
the Servicing Standards in the case of the
Master Servicer or the Special
Servicer or in its good faith business
judgment in the case of the Trustee)
(among other things) future expenses and to
estimate and consider (among other
things) the timing of recoveries. In
addition, any Person, in considering
whether a Servicing Advance is a
Nonrecoverable Servicing Advance, will be
entitled to give due regard to the
existence of any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts with
respect to other Mortgage Loans
which, at the time of such consideration,
the recovery of which are being
deferred or delayed by the Master Servicer,
in light of the fact that proceeds
on the related Mortgage Loan are a source
of recovery not only for the Servicing
Advance under consideration, but also as a
potential source of recovery of such
Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may
be being deferred or delayed. In addition,
any such Person may update or change
its recoverability determinations at any
time (but not reverse any other
Person's determination that an Advance is a
Nonrecoverable Advance) and,
consistent with the Servicing Standards, in
the case of the Master Servicer, may
obtain, promptly upon request, from the
Special Servicer any reasonably required
analysis, Appraisals or market value
estimates or other information in the
Special Servicer's possession for making a
recoverability determination. The
determination by the Master Servicer, the
Special Servicer or the Trustee, as
the case may be, that it has made a
Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing
Advance, or any updated or changed
recoverability determination, shall be
evidenced by an Officer's Certificate
delivered by either of the Special
Servicer or Master Servicer to the other
and to the Trustee, the Paying Agent,
the Directing Certificateholder and the
Depositor, or by the Trustee to the
Depositor, the Master Servicer, the Special
Servicer, the Paying Agent and the
Directing Certificateholder; provided,
however, that the Special Servicer may,
at its option, in consultation with the
Directing Certificateholder, make a
determination in accordance with the
Servicing Standards, that any Servicing
Advance previously made or proposed to be
made is a Nonrecoverable Servicing
Advance and shall deliver to the Master
Servicer and the Trustee notice of such
determination. Any such determination shall
be conclusive and binding on the
Master Servicer, the Special Servicer and
the Trustee; provided, however, the
Special Servicer shall have no such
obligation to make an affirmative
determination that any Servicing Advance is
or would be recoverable, and in the
absence of a determination by the Special
Servicer that such Advance is a
Nonrecoverable Servicing Advance, such
decision shall remain with the Master
Servicer or Trustee, as applicable. The
Officer's Certificate shall set forth
such determination of nonrecoverability and
the considerations of the Master
Servicer, the Special Servicer or the
Trustee, as applicable, forming the basis
of such determination (which shall be
accompanied by, to the extent available,
such related income and expense statements,
rent rolls, occupancy status and
property inspections, and shall include an
Appraisal of the related Mortgage
Loan or Mortgaged Property). The Special
Servicer shall promptly furnish any
party required to make Servicing Advances
hereunder with any information in its
possession regarding the Specially Serviced
Mortgage Loans and REO Properties as
such party required to make Servicing
Advances may reasonably request for
purposes of making recoverability
determinations. The Trustee shall be entitled
to conclusively rely on the Master
Servicer's determination that a Servicing
Advance is or would be nonrecoverable and
shall conclusively rely on and be
bound by any determination of the Special
Servicer that a Servicing Advance is
or would be nonrecoverable, and the Master
Servicer shall conclusively rely on
and be bound by the Special Servicer's
determination that a Servicing Advance is
or would be nonrecoverable. In the case of
a cross collateralized Mortgage Loan,
such recoverability determination shall
take into account the cross
collateralization of the related cross
collateralized Mortgage Loan. The
determination as to the recoverability of
any servicing advance previously made
or proposed to be made in respect of the
Universal Hotel Portfolio Whole Loan
shall be made by the Universal Hotel
Portfolio Master Servicer, the Universal
Hotel Portfolio Special Servicer or the
Universal Hotel Portfolio Trustee, as
the case may be, pursuant to the Universal
Hotel Portfolio Pooling Agreement.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-1, Class A-1A,
Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class
N, Class O, Class NR, Class S, Class R
or Class LR Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially
Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with
respect to the Transfer of a Residual
Certificate, (i) such person holds such
Residual Certificate in connection with the
conduct of a trade or business
within the United States and furnishes the
Transferor and the Certificate
Registrar with an effective Internal
Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to
both the Transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
such Transfer is in accordance with the
requirements of the Code and the
regulations promulgated thereunder and that
such Transfer of the Residual
Certificate will not be disregarded for
federal income tax purposes. A Person
shall be treated as a Non-U.S. Person, (A)
notwithstanding clause (i) of the
preceding sentence, if it is a partnership
(including any entity treated as a
partnership for U.S. federal income tax
purposes) any interest in which is
owned, directly or indirectly, through one
more partnerships, trusts or other
pass-through entities by a Non-U.S. Person
or (B) if such Person is a U.S.
Person with respect to whom income from a
Residual Certificate is attributable
to a foreign permanent establishment of
fixed base, within the meaning of an
applicable income treaty, of such Person or
any other U.S. Person.
"Notional Amount": In the case of the Class X-1 Certificates,
the
Class X-1 Notional Amount. In the case of
the Class X-2 Certificates, the Class
X-2 Notional Amount. In the case of each
Component, the amount set forth in the
applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class A-3,
Class
A-4A, Class A-4B, Class A-SB, Class X-2,
Class A-J, Class B, Class C and Class D
Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special
Servicer, as the case may be, or a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the
Depositor, the Master Servicer or the
Special Servicer, acceptable in form and
delivered to the Trustee and the Paying
Agent, except that any opinion of counsel
relating to (a) the qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as
a REMIC, (b) compliance with the
REMIC Provisions, (c) qualification of the
Grantor Trust as a grantor trust
under subpart E, Part I of subchapter J of
the Code for federal income tax
purposes or (d) the resignation of the
Master Servicer, the Special Servicer or
the Depositor pursuant to Section 6.04,
must be an opinion of counsel who is in
fact Independent of the Depositor, the
Master Servicer or the Special Servicer,
as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the
Class X and the Residual
Certificates), the initial aggregate
principal amount thereof as of the Closing
Date, in each case as specified in the
Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the
initial principal amount thereof as of
the Closing Date, in each case as specified
in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X-1
Notional
Amount and Class X-2 Notional Amount, the
initial Notional Amount thereof as of
the Closing Date, as specified in the
Preliminary Statement.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Other Pooling and Servicing Agreement": Any of the pooling and
servicing agreements that create a trust
fund whose assets include a Pari Passu
Serviced Companion Loan.
"Other Servicer": Any servicer under an Other Pooling and
Servicing
Agreement.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03
or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
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