EXHIBIT 4.1
================================================================================
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer
and
CWCAPITAL ASSET MANAGEMENT LLC
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION
Trustee
and
ABN AMRO BANK N.V.
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
------------------------------
$3,663,837,891
Commercial Mortgage Pass-Through Certificates
Series 2005-C20
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance of the Trust Fund by
Trustee......................
Section 2.03 Mortgage Loan Seller's Repurchase
or Substitution of
Mortgage Loans for Document Defects and Breaches of
Representations and Warranties..............................
Section 2.04 Representations and Warranties of
Depositor..................
Section 2.05 Conveyance of Mortgage Loans;
Acceptance of REMIC I and
Grantor Trusts by Trustee...................................
Section 2.06 Issuance of the REMIC I Regular
Interests; Execution,
Authentication and Delivery of Class R-I Certificates.......
Section 2.07 Conveyance of REMIC I Regular
Interests; Acceptance of
REMIC II by Trustee.........................................
Section 2.08 Execution, Authentication and
Delivery of REMIC II
Certificates................................................
Section 2.09 Execution, Authentication and
Delivery of Class A-3SF
Certificates and Class A-MFL Certificates...................
Section 2.10 Execution, Authentication and
Delivery of Class Z
Certificates................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 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; Reserve Accounts........................
Section 3.04 Certificate Account, Interest
Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest
Account, Distribution Account, Companion Distribution
Account, Class A-3SF Floating Rate Account and Class
A-MFL Floating Rate Account.................................
Section 3.05 Permitted Withdrawals from the
Certificate Account,
Distribution Account, Interest Reserve Account,
Additional Interest Account, Gain-on-Sale Reserve
Account, Companion Distribution Account, Class A-3SF
Floating Rate Account and Class A-MFL Floating Rate
Account.....................................................
Section 3.06 Investment of Funds in the
Servicing Accounts,
Certificate Account, Class A-3SF Floating Rate Account,
Class A-MFL Floating Rate Account, Interest Reserve
Account, Distribution Account, Companion Distribution
Account, Additional Interest Account, Gain-on-Sale
Reserve Account and REO Account.............................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Alienation
Clauses............................
Section 3.09 Realization Upon Defaulted
Mortgage Loans; Required
Appraisals..................................................
Section 3.10 Trustee and Custodian to
Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Property Inspections; Collection
of Financial Statements;
Delivery of Certain Reports.................................
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 Resolution 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; Record Keeping....................................
Section 3.22 Sub-Servicing
Agreements.....................................
Section 3.23 Representations and Warranties of
Master Servicer and
Special Servicer............................................
Section 3.24 Sub-Servicing Agreement
Representation and Warranty..........
Section 3.25 Designation of Controlling Class
Representative..............
Section 3.26 Companion Paying
Agent.......................................
Section 3.27 Companion
Register...........................................
Section 3.28 Class A-3SF Swap
Contract....................................
Section 3.29 Class A-MFL Swap
Contract....................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02 Statements to
Certificateholders; CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I
Advances.................................................
Section 4.04 Allocation of Realized Losses and
Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest;
Allocation of Appraisal Reduction Amounts...................
Section 4.05
Calculations.................................................
Section 4.06 Use of
Agents................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE
Section 6.01 Liability of Depositor, Master
Servicer and Special
Servicer....................................................
Section 6.02 Merger, Consolidation or
Conversion of Depositor or
Master Servicer or Special Servicer.........................
Section 6.03 Limitation on Liability of
Depositor, Master Servicer and
Special Servicer............................................
Section 6.04 Resignation of Master Servicer and
the Special Servicer......
Section 6.05 Rights of Depositor and Trustee in
Respect of Master
Servicer and the Special Servicer...........................
Section 6.06 Depositor, Master Servicer and
Special Servicer to
Cooperate with Trustee......................................
Section 6.07 Depositor, Special Servicer and
Trustee to Cooperate with
Master Servicer.............................................
Section 6.08 Depositor, Master Servicer and
Trustee to Cooperate with
Special Servicer............................................
Section 6.09 Designation of Special Servicer by
the Controlling
Class and Controlling Holders...............................
Section 6.10 Master Servicer or Special
Servicer as Owner of a
Certificate.................................................
Section 6.11 The Controlling Class
Representative.........................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to Certificateholders
and Companion Holders.....
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Additional Remedies of Trustee
Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE AND FISCAL AGENT
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain Matters Affecting
Trustee............................
Section 8.03 Trustee and Fiscal Agent Not
Liable for Validity or
Sufficiency of Certificates or Mortgage Loans...............
Section 8.04 Trustee and Fiscal Agent May Own
Certificates................
Section 8.05 Fees and Expenses of Trustee;
Indemnification of Trustee.....
Section 8.06 Eligibility Requirements for
Trustee.........................
Section 8.07 Resignation and Removal of
Trustee...........................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or Consolidation of Trustee
and Fiscal Agent..........
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Appointment of
Custodians....................................
Section 8.12 Appointment of Authenticating
Agents.........................
Section 8.13 Access to Certain
Information................................
Section 8.14 Appointment of REMIC
Administrators..........................
Section 8.15 Representations and Warranties of
Trustee....................
Section 8.16 Appointment of the Paying
Agent..............................
Section 8.17 Reports to the Securities and
Exchange Commission;
Available Information.......................................
Section 8.18 Maintenance of Mortgage
File.................................
Section 8.19 The Fiscal
Agent.............................................
Section 8.20 Representations and Warranties of
the Fiscal 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 TAX PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Administration of the Grantor
Trusts.........................
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 Streit
Act...................................................
Section 11.09 Successors and Assigns;
Beneficiaries........................
Section 11.10 Article and Section
Headings.................................
Section 11.11 Notices to Rating
Agencies...................................
Section 11.12 Complete
Agreement...........................................
<PAGE>
EXHIBITS
Exhibit Description
Exhibit No. Section Reference
-------------------
----------- -----------------
Form of Class A-1 Certificate
A-1
Section 1.01 Definition of
"Class A-1 Certificate"
Form of Class A-2 Certificate
A-2
Section 1.01 Definition of
"Class A-2 Certificate"
Form of Class A-3SF
A-3
Section 1.01 Definition of
Certificate
"Class A-3SF Certificate"
Form of Class A-4 Certificate
A-4
Section 1.01 Definition of
"Class A-4 Certificate"
Form of Class A-5 Certificate
A-5
Section 1.01 Definition of
"Class A-5 Certificate"
Form of Class A-6A Certificate
A-6
Section 1.01 Definition of
"Class A-6A Certificate"
Form of Class A-6B Certificate
A-7
Section 1.01 Definition of
"Class A-6B Certificate"
Form of Class A-PB Certificate
A-8
Section 1.01 Definition of
"Class A-PB Certificate"
Form of Class A-7 Certificate
A-9
Section 1.01 Definition of
"Class A-7 Certificate"
Form of Class A-1A Certificate
A-10
Section 1.01 Definition of
"Class A-1A
Certificate"
Form of Class X-C Certificate
A-11
Section 1.01 Definition of
"Class X-C Certificate"
Form of Class X-P Certificate
A-12
Section 1.01 Definition of
"Class X-P Certificate"
Form of Class A-MFL
A-13
Section 1.01 Definition of
Certificate
"Class A-MFL Certificate"
Form of Class A-MFX
A-14
Section 1.01 Definition of
Certificate
"Class A-MFX Certificate"
Form of Class A-J Certificate
A-15
Section 1.01
Definition of
"Class A-J Certificate"
Form of Class B Certificate
A-16
Section 1.01 Definition of
"Class B Certificate"
Form of Class C Certificate
A-17
Section 1.01 Definition of
"Class C Certificate"
Form of Class D Certificate
A-18
Section 1.01 Definition of
"Class D Certificate"
Form of Class E Certificate
A-19
Section 1.01 Definition of
"Class E Certificate"
Form of Class F Certificate
A-20
Section 1.01 Definition of
"Class F Certificate"
Form of Class G Certificate
A-21
Section 1.01 Definition of
"Class G Certificate"
Form of Class H Certificate
A-22
Section 1.01 Definition of
"Class H Certificate"
Form of Class J Certificate
A-23
Section 1.01 Definition of
"Class J Certificate"
Form of Class K Certificate
A-24
Section 1.01 Definition of
"Class K Certificate"
Form of Class L Certificate
A-25
Section 1.01 Definition of
"Class L Certificate"
Form of Class M Certificate
A-26
Section 1.01 Definition of
"Class M Certificate"
Form of Class N Certificate
A-27
Section 1.01 Definition of
"Class N Certificate"
Form of Class O Certificate
A-28
Section 1.01 Definition of
"Class O Certificate"
Form of Class P Certificate
A-29
Section 1.01 Definition of
"Class P Certificate"
Form of Class R-I Certificate
A-30
Section 1.01 Definition of
"Class R-I
Certificate"
Form of Class R-II Certificate
A-31
Section 1.01 Definition of
"Class R-II
Certificate"
Form of Class Z Certificate
A-32
Section 1.01 Definition of
"Class Z
Certificate"
Mortgage Loan Schedule
B Section
1.01 Definition of
"Mortgage Loan Schedule"
Schedule of Exceptions to
C-1
Section 2.02(a)
Mortgage File Delivery
Form of Custodial
C-2
Section 2.02(b)
Certification
Form of Master Servicer
D-1
Section 1.01 Definition of
Request for Release
"Request for Release";
Section 2.03(b);
Section 3.10(a); and
Section 3.10(b)
Form of Special Servicer
D-2
Section 1.01 Definition of
Request for Release
"Request for
Release";
Section 3.10(b)
Calculation of NOI/Debt
E Section
1.01 Definition of "Net
Service Coverage Ratios
Operating Income"
Form of Transferor Certificate
F-1
Section 5.02(b)
Form of Transferee
F-2
Section 5.02(b)
Certificate for QIBs
Form of Transferee
F-3
Section 5.02(b)
Certificate for Non-QIBs
Form of Transferee Certificate
G
Section
5.02(c)
Form of Transfer Affidavit
H-1
Section 5.02(d)(i)(B)
and Agreement Pursuant to
Section 5.02(d)(i)(B)
Form of Transferor
H-2
Section 5.02(d)(i)(D)
Certificate Pursuant to
Section 5.02(d)(i)(D)
Form of Notice and
I-1
Section 6.09
Acknowledgment
Form of Acknowledgment of
I-2
Section 6.09
Proposed Special Servicer
[RESERVED]
J
Form of Certificateholder
K-1
Section 1.01 Definition of
Confirmation Certificate
"Privileged Person";
Request by Beneficial Holder
Section 3.15(a)
Form of Prospective Purchaser
K-2
Section 3.15(a)
Certificate
Initial Companion Holders
L Section
3.27
Class X-P Reference Rate
M Section
1.01 Definition of
"Class X-P Reference Rate"
Form of Purchase Option
N Section
3.18(e)
Notice
Form of Defeasance Certificate
O Section
3.20(h)
Form of Depositor
P Section
8.17(b)
Certification
Form of Trustee Certification
Q Section
8.17(c)
Form of Master Servicer
R-1
Section 8.17(c)
Certification
Form of Special Servicer
R-2
Section 8.17(c)
Certification
Class A-PB Planned Principal
S Section
1.01 Definition of
Balance Table
"Class A-PB Planned Principal
Amount"
<PAGE>
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement (the "Agreement") is dated
and
effective as of August 1, 2005, among
WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL
ASSOCIATION, as Master Servicer,
CWCAPITAL ASSET MANAGEMENT LLC, as Special
Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee and ABN AMRO BANK
N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell 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 a trust fund (the
"Trust Fund") to be created hereunder,
the primary assets of which will be the
Mortgage Loans.
REMIC I
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the
Mortgage Loans (exclusive of that
portion of the interest payments thereon
that constitutes Additional Interest)
and certain other related assets subject to
this Agreement as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as REMIC I. The Class R-I
Certificates will represent the sole class
of "residual interests" in REMIC I for
purposes of the REMIC Provisions under
federal income tax law.
REMIC II
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the
REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as REMIC II. The Class R-II
Certificates will evidence the sole class
of "residual interests" in REMIC II for
purposes of the REMIC Provisions under
federal income tax law. For federal income
tax purposes, each Class of the
Regular Certificates (other than the
obligation of the Class X-C Certificates to
make any Class A-MFL Swap Counterparty
Special Payment), the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest will be designated as a separate
"regular interest" in REMIC II for purposes
of the REMIC Provisions under
federal income tax law.
The following table sets forth the Class or Component
designation,
the original REMIC I Principal Balance for
each corresponding REMIC I Regular
Interest (the "Corresponding REMIC I
Regular Interest"), the Corresponding
Components of the Class X Certificates (the
"Corresponding Components") and the
Original Class Principal Balance for each
Class of Sequential Pay Certificates
(the "Corresponding Certificates").
<PAGE>
<TABLE>
<CAPTION>
Corresponding
Corresponding
Original
Components of
Original Class
REMIC I
REMIC I
Class X
Corresponding
Principal
Regular Interests Principal
REMIC I
Certificates
Certificates
Balance
(1)
Balance
Pass-Through Rate
(1)
-------------- -------------------
----------------- ------------- -----------------
----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class A-1
$85,000,000
LA-1-1
$4,077,000
(2)
X-A-1-1
LA-1-2
$5,334,000
X-A-1-2
LA-1-3
$61,080,000
X-A-1-3
LA-1-4
$14,509,000
X-A-1-4
Class A-2
$148,096,000
LA-2-1
$56,102,000
(2)
X-A-2-1
LA-2-2
$59,402,000
X-A-2-2
LA-2-3
$22,592,000
X-A-2-3
Class A-3SF
$366,354,000
LA-3SF-1
$45,337,000
(3)
X-A-3SF-1
LA-3SF-2
$67,339,000
X-A-3SF-2
LA-3SF-3
$66,091,000
X-A-3SF-3
LA-3SF-4
$63,921,000
X-A-3SF-4
LA-3SF-5
$123,666,000
X-A-3SF-5
Class A-4
$218,500,000
LA-4
$218,500,000
(2)
X-A-4
Class A-5
$121,067,000
LA-5
$121,067,000
(2)
X-A-5
Class A-6A
$218,837,000
LA-6A-1
$181,874,000
(2)
X-A-6A-1
LA-6A-2
$36,963,000
X-A-6A-2
Class A-6B
$50,000,000
LA-6B-1
$1,107,000
(2)
X-A-6B-1
LA-6B-2
$48,893,000
X-A-6B-2
Class A-PB
$176,137,000
LA-PB-1
$12,080,000
(2)
X-A-PB-1
LA-PB-2
$49,710,000
X-A-PB-2
LA-PB-3
$84,476,000
X-A-PB-3
LA-PB-4
$29,871,000
X-A-PB-4
Class A-7
$861,812,000
LA-7-1
$190,349,000
(2)
X-A-7-1
LA-7-2
$671,463,000
X-A-7-2
Class A-1A
$318,883,000
LA-1A-1
$502,000
(2)
X-A-1A-1
LA-1A-2
$648,000
X-A-1A-2
LA-1A-3
$5,862,000
X-A-1A-3
LA-1A-4
$6,867,000
X-A-1A-4
LA-1A-5
$298,226,000
X-A-1A-5
LA-1A-6
$6,778,000
X-A-1A-6
LA-1A-7
$6,817,000
X-A-1A-7
LA-1A-8
$6,689,000
X-A-1A-8
LA-1A-9
$30,974,000
X-A-1A-9
LA-1A-10
$6,409,000
X-A-1A-10
LA-1A-11
$5,869,000
X-A-1A-11
LA-1A-12
$5,779,000
X-A-1A-12
LA-1A-13
$5,534,000
X-A-1A-13
LA-1A-14
$8,658,000
X-A-1A-14
LA-1A-15
$214,549,000
X-A-1A-15
Class A-MFL
$100,000,000
LA-MFL
$100,000,000
(4)
X-A-MFL
Class A-MFX
$266,384,000
LA-MFX
$266,384,000
(2)
X-A-MFX
Class A-J
$274,788,000
LA-J
$274,788,000
(2)
X-A-J
Class B
$77,856,000
LB
$77,856,000
(2)
X-B
Class C
$27,479,000
LC-1
$9,308,000
(2)
X-C-1
LC-2
$18,171,000
X-C-2
Class D
$68,697,000
LD-1
$13,714,000
(2)
X-D-1
LD-2
$22,832,000
X-D-2
LD-3
$21,292,000
X-D-3
LD-4
$10,859,000
X-D-4
Class E
$41,218,000
LE-1
$145,000
(2)
X-E-1
LE-2
$30,976,000
X-E-2
LE-3
$10,097,000
X-E-3
Class F
$41,218,000
LF-1
$9,186,000
(2)
X-F-1
LF-2
$32,032,000
X-F-2
Class G
$32,059,000
LG-1
$7,957,000
(2)
X-G-1
LG-2
$24,102,000
X-G-2
Class H
$41,218,000
LH-1
$14,750,000
(2)
X-H-1
LH-2
$26,468,000
X-H-2
Class J
$22,899,000
LJ
$22,899,000
(2)
X-J
Class K
$13,739,000
LK
$13,739,000
(2)
X-K
Class L
$13,739,000
LL
$13,739,000
(2)
X-L
Class M
$9,160,000
LM
$9,160,000
(2)
X-M
Class N
$9,160,000
LN
$9,160,000
(2)
X-N
Class O
$9,160,000
LO
$9,160,000
(2)
X-O
Class P
$50,377,891
LP
$50,377,891
(2)
X-P
</TABLE>
------------
(1) The REMIC I Regular Interest or
Interests and the Component or Components of
the Class X Certificates
that correspond to any particular Class of
Sequential Pay Certificates
also correspond to each other and, accordingly,
constitute the Corresponding
REMIC I Regular Interest and the Corresponding
Components (if any),
respectively, with respect to each other.
(2) The Weighted Average Net Mortgage
Rate.
(3) REMIC I Regular Interests LA-3SF-1,
LA-3SF-2 and LA-3SF-3 do not correspond
to any Class of Certificates, but
rather correspond to the Class A-3SF
Regular Interest. The
pass-through rate applicable to the Class A-3SF
Certificates on each
distribution date will be a per annum rate equal to
LIBOR plus 0.13%. Subject to
the provisions of this Agreement and the Class
A-3SF Swap Contract, the
pass through rate applicable to the Class A-3SF
Certificates may convert to
a fixed rate equal to 4.878% per annum.
(4) REMIC I Regular Interest LA-MFL does
not correspond to any Class of
Certificates, but rather
corresponds to the Class A-MFL Regular Interest. The
pass-through rate applicable
to the Class A-MFL Certificates on each
distribution date will be
the lesser of (A) a per annum rate equal to LIBOR
plus 0.25% and (B) the
Weighted Average Net Mortgage Rate for such date.
Subject to the provisions of
this Agreement and the Class A-MFL Swap
Contract, the pass through
rate applicable to the Class A-MFL Certificates
may convert to a fixed rate
equal to 5.124% per annum.
The portion of the Trust Fund consisting of the Additional
Interest
and amounts held from time to time in the
Additional Interest Account that
represent Additional Interest shall be
treated as a grantor trust (the
"Additional Interest Grantor Trust") for
federal income tax purposes. The Class
Z Certificates represent undivided
beneficial interests in such Additional
Interest Grantor Trust. The Class A-3SF
Regular Interest, the Class A-3SF Swap
Contract, the Class A-3SF Floating Rate
Account and the proceeds thereof shall
be treated as another grantor trust (the
"Class A-3SF Grantor Trust") for
federal income tax purposes. The Class
A-MFL Regular Interest, the Class A-MFL
Swap Contract, the Class A-MFL Floating
Rate Account and the proceeds thereof
shall be treated as another grantor trust
(the "Class A-MFL Grantor Trust") for
federal income tax purposes. The Class
A-3SF Certificates and the Class A-MFL
Certificates represent undivided beneficial
interests in the Class A-3SF Grantor
Trust and the Class A-MFL Grantor Trust,
respectively. As provided herein, the
Trustee shall take all actions necessary to
ensure that the portions of the
Trust Fund consisting of the Grantor Trusts
maintain their respective status as
a "grantor trust" under federal income tax
law and not be treated as part of
either REMIC I or REMIC II.
Each of the fifteen (15) mortgage loans referred to in this
Agreement as the AmericasMart Pari Passu
Companion Loan, the NGP Rubicon GSA
Pool Pari Passu Companion Loan, the
1000-1100 Wilson Pari Passu Companion Loan,
the Westfield San Francisco Centre Pari
Passu Companion Loan, the 101 Avenue of
the Americas Pari Passu Companion Loan, the
U-Haul Portfolio Pari Passu
Companion Loan (comprised of six (6)
Companion Loans), the Monument I at
WorldGate Companion Loan, the Hilton Garden
Inn - Staten Island, NY Companion
Loan, the Tollway Office Center II
Companion Loan and the Rapp Collins Worldwide
Building Companion Loan (each, a "Companion
Loan" and collectively the
"Companion Loans") are not part of the
Trust Fund but are secured by
corresponding Mortgages that secure certain
related Mortgage Loans that are
identified on the Mortgage Loan Schedule as
the AmericasMart Loan (loan number
1), the NGP Rubicon GSA Pool (loan number
2), the 1000-1100 Wilson Loan (loan
number 3), the Westfield San Francisco
Centre Loan (loan number 14), the 101
Avenue of the Americas Loan (loan number
15), the U-Haul Portfolio Loan (loan
numbers 87, 95, 96, 100, 101 and 108), the
Monument I at WorldGate Loan (loan
number 19), the Hilton Garden Inn - Staten
Island, NY Loan (loan number 32), the
Tollway Office Center II Loan (loan number
38) and the Rapp Collins Worldwide
Building Loan (loan number 62) (each, a
"Co-Lender Loan" and collectively, the
"Co-Lender Loans") that are part of the
Trust Fund.
The AmericasMart Loan and the AmericasMart Pari Passu Companion
Loan
are pari passu with each other. The NGP
Rubicon GSA Pool Loan and the NGP
Rubicon GSA Pool Pari Passu Companion Loan
are pari passu with each other. The
1000 & 1100 Wilson Loan and the 1000
& 1100 Wilson Pari Passu Companion Loan are
pari passu with each other. The Westfield
San Francisco Centre Loan and the
Westfield San Francisco Centre Pari Passu
Companion Loan are pari passu with
each other. The 101 Avenue of the Americas
Loan and the 101 Avenue of the
Americas Pari Passu Companion Loan are pari
passu with each other. The U-Haul
Portfolio Loan and the U-Haul Portfolio
Pari Passu Companion Loan are pari passu
with each other. As and to the extent
provided herein, each of the Companion
Loans, except for the AmericasMart Pari
Passu Companion Loan, the 101 Avenue of
the Americas Pari Passu Companion Loan and
the U-Haul Portfolio Pari Passu
Companion Loan, will be serviced and
administered in accordance with this
Agreement. The AmericasMart Loan and the
AmericasMart Pari Passu Companion Loan
will be serviced and administered in
accordance with the Pooling and Servicing
Agreement (the "2005-C19 Pooling and
Servicing Agreement"), dated as of June 1,
2005, by and among Wachovia Commercial
Mortgage Securities, Inc., as depositor
(the "2005-C19 Depositor"), Wachovia Bank,
National Association, as master
servicer (the "2005-C19 Master Servicer"),
Clarion Partners, LLC, as special
servicer (the "2005-C19 Special Servicer"),
and Wells Fargo Bank, N.A., as
trustee (the "2005-C19 Trustee"), pursuant
to which the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C19,
were issued. The 101 Avenue of the Americas
Loan and the 101 Avenue of the
Americas Companion Loan will be serviced
and administered in accordance with the
Pooling and Servicing Agreement (the
"LB-UBS 2005-C3 Pooling and Servicing
Agreement"), dated as of June 13, 2005, by
and among Structured Asset Securities
Corporation II, as depositor (the "LB-UBS
2005-C3 Securitization Depositor"),
Wells Fargo Bank, National Association, as
master servicer (the "LB-UBS 2005-C3
Master Servicer"), J.E. Robert Company,
Inc., as special servicer (the "LB-UBS
2005-C3 Special Servicer"), and LaSalle
Bank National Association, as trustee
(the "LB-UBS 2005-C3 Trustee"), pursuant to
which the LB-UBS Commercial Mortgage
Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C3, were
issued. The U-Haul Portfolio Loan and the
U-Haul Portfolio Companion Loan will
be serviced and administered in accordance
with the Pooling and Servicing
Agreement (the "MSCI 2005-HQ6 Pooling and
Servicing Agreement"), dated as of
August 1, 2005, by and among Morgan Stanley
Capital I Inc., as depositor (the
"MSCI 2005-HQ6 Depositor"), Wells Fargo
Bank, National Association, as a master
servicer the "MSCI 2005-HQ6 Master
Servicer"), Prudential Asset Resources, Inc.,
as a master servicer, CWCapital Asset
Management LLC, as special servicer (the
"MSCI 2005-HQ6 Special Servicer"), LaSalle
Bank National Association, as trustee
(the "MSCI 2005-HQ6 Trustee"), Wells Fargo
Bank, National Association as paying
agent and certificate registrar (the "MSCI
2005-HQ6 Paying Agent") and ABN AMRO
Bank N.V., as fiscal agent, pursuant to
which the Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through
Certificates, Series 2005-HQ6, were issued.
Amounts attributable to the Companion Loans
will not be assets of the Trust Fund
and will be owned by the Companion
Holders.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal
Agent agree as follows:
ARTICLE
I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases,
unless the context otherwise
requires, shall have the meanings specified
in this Article.
"101 Avenue of the Americas Intercreditor Agreement": The
Intercreditor and Servicing Agreement,
dated as of April 22, 2005, by and among
Lehman Brothers Bank FSB, as Note A-1
Holder, and Wachovia Bank, National
Association, as Note A-2 Holder relating to
the 101 Avenue of the Americas Whole
Loan.
"101 Avenue of the Americas Loan": That certain mortgage loan
which
is included in the Trust Fund (identified
as loan number 15 on the Mortgage Loan
Schedule).
"101 Avenue of the Americas Pari Passu Companion Loan": That
certain
loan evidenced by a note, which is not an
asset of the Trust Fund, secured by
the Mortgaged Property securing the 101
Avenue of the Americas Loan and pari
passu with the 101 Avenue of the Americas
Loan.
"101 Avenue of the Americas Whole Loan": The 101 Avenue of the
Americas Loan, together with the 101 Avenue
of the Americas Pari Passu Companion
Loan.
"1000 & 1100 Wilson Intercreditor Agreement": The Intercreditor
and
Servicing Agreement, dated as of June 13,
2005 by and among Wachovia Bank,
National Association, as Note A-1 Lender,
and Wachovia Bank, National
Association as Note A-2 Lender, relating to
the 1000 & 1100 Wilson Whole Loan.
"1000 & 1100 Wilson Loan": That certain mortgage loan which
is
included in the Trust Fund (identified as
loan number 3 on the Mortgage Loan
Schedule).
"1000 & 1100 Wilson Pari Passu Companion Loan": That certain
loan
evidenced by a note, which is not an asset
of the Trust Fund, secured by the
Mortgaged Property securing the 1000 &
1100 Wilson Loan and pari passu with the
1000 & 1100 Wilson Loan.
"1000 & 1100 Wilson Whole Loan": The 1000 & 1100 Wilson
Loan,
together with the 1000 & 1100 Wilson
Pari Passu Companion Loan.
"2005-C19 Controlling Class Representative": The "Controlling
Class
Representative" as defined in the 2005-C19
Pooling and Servicing Agreement.
"2005-C19 Depositor": As defined in the Preliminary Statement.
"2005-C19 Master Servicer": As defined in the Preliminary
Statement.
"2005-C19 Mortgage Loan Purchase Agreement": The "Mortgage Loan
Purchase Agreement" as defined in the
2005-C19 Pooling and Servicing Agreement.
"2005-C19 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.
"2005-C19 Serviced Mortgage Loan": The AmericasMart Loan.
"2005-C19 Special Servicer": As defined in the Preliminary
Statement.
"2005-C19 Trustee": As defined in the Preliminary Statement.
"21 West Shopping Center Loan": That certain mortgage loan which
is
included in the Trust Fund (identified as
loan number 136 on the Mortgage Loan
Schedule).
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day
months.
"Accrued Certificate Interest": With respect to any Class of
Regular
Certificates (other than the Class X
Certificates), the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest for any Distribution Date, one
month's interest at the Pass-Through Rate
applicable to such Class of
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest for such Distribution Date,
accrued for the related Interest Accrual
Period on the related Class Principal
Balance outstanding immediately prior to
such Distribution Date; and, with respect
to the Class X-C and Class X-P
Certificates for any Distribution Date, the
sum of the related Accrued Component
Interest for the related Interest Accrual
Period for all of their respective
Components for such Distribution Date.
Except with respect to the Class A-3SF
Certificates and the Class A-MFL
Certificates, accrued Certificate Interest
shall be calculated on a 30/360 Basis and,
with respect to any Class of Regular
Certificates for any Distribution Date,
shall be deemed to accrue during the
calendar month preceding the month in which
such Distribution Date occurs.
Accrued Certificate Interest with respect
to the Class A-3SF Certificates and
the Class A-MFL Certificates shall be
calculated on an Actual/360 Basis, and for
any Distribution Date, shall be deemed to
accrue during the period from and
including the Distribution Date in the
month preceding the month in which the
related Distribution Date occurs (or in the
case of the first Distribution Date,
the Closing Date) to but excluding the
related Distribution Date; provided,
however, that if a Class A-3SF Distribution
Conversion or a Class A-MFL
Conversion has occurred, Accrued
Certificate Interest with respect to the Class
A-3SF Certificates or the Class A-MFL
Certificates shall be the same as for the
Class A-3SF Regular Interest and the Class
A-MFL Regular Interest, respectively.
"Accrued Component Interest": With respect to each Component of
the
Class X-C and Class X-P Certificates for
any Distribution Date, one month's
interest at the Class X-C Strip Rate or
Class X-P Strip Rate applicable to such
Component for such Distribution Date,
accrued on the Component Notional Amount
of such Component outstanding immediately
prior to such Distribution Date.
Accrued Component Interest shall be
calculated on a 30/360 Basis and, with
respect to any Component and any
Distribution Date, shall be deemed to accrue
during the calendar month preceding the
month in which such Distribution Date
occurs.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to
be acquired by the Trust Fund within
the meaning of Treasury Regulations Section
1.856-6(b)(1), which is the first
day on which the Trust Fund is treated as
the owner of such REO Property for
federal income tax purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during
any calendar month in a year assumed
to consist of 360 days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis and that is
identified as an Actual/360 Mortgage Loan on
the Mortgage Loan Schedule.
"Additional Interest Grantor Trust": That certain "grantor
trust"
(within the meaning of the Grantor Trust
Provisions), the assets of which are
the Additional Interest Grantor Trust
Assets.
"Additional Interest Grantor Trust Assets": The segregated pool
of
assets consisting of (i) any Additional
Interest with respect to the ARD Loans
after their respective Anticipated
Repayment Dates and (ii) amounts held from
time to time in the Additional Interest
Account.
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest
accrued on the principal balance of
such ARD Loan at the Additional Interest
Rate (the payment of which interest
shall, under the terms of such Mortgage
Loan, be deferred until the entire
outstanding principal balance of such ARD
Loan has been paid), together with all
interest, if any, accrued at the related
Mortgage Rate on such deferred
interest. For purposes of this Agreement,
Additional Interest on an ARD Loan or
any successor REO Loan shall be deemed not
to constitute principal or any
portion thereof and shall not be added to
the unpaid principal balance or Stated
Principal Balance of such ARD Loan or
successor REO Loan, notwithstanding that
the terms of the related Mortgage Loan
documents so permit. To the extent that
any Additional Interest is not paid on a
current basis, it shall be deemed to be
deferred interest.
"Additional Interest Account": The segregated account, accounts
or
subaccounts created and maintained by the
Trustee pursuant to Section 3.04(d)
which shall be entitled "LaSalle Bank
National Association, as Trustee, in trust
for the registered holders of Wachovia Bank
Commercial Mortgage Trust,
Commercial Mortgage Pass-Through
Certificates, Series 2005-C20, Additional
Interest Account." The Additional Interest
Account shall not be an asset of any
REMIC created hereunder.
"Additional Interest Rate": With respect to any ARD Loan after
its
Anticipated Repayment Date, the incremental
increase in the per annum rate at
which such Mortgage Loan accrues interest
after the Anticipated Repayment Date
(in the absence of defaults) as calculated
and as set forth in the related
Mortgage Loan documents.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Liquidation Fees and, in accordance
with Sections 3.03(d) and 4.03(d),
interest payable to the Master Servicer,
the Trustee and/or the Fiscal Agent on
Advances (to the extent not offset by
Penalty Interest and late payment
charges), the cost of contracting with a
Determination Party as set forth in
Section 2.03 and amounts payable to the
Special Servicer in connection with
inspections of Mortgaged Properties
required pursuant to the first sentence of
Section 3.12(a) (and not otherwise paid
from Penalty Interest and late payment
charges), as well as (without duplication)
any of the expenses of the Trust Fund
that may be withdrawn (x) pursuant to any
of clauses (viii), (ix), (xii),
(xiii), (xiv) and (xx) of Section 3.05(a)
out of general collections on the
Mortgage Loans and any REO Properties on
deposit in the Certificate Account or
(y) pursuant to clause (ii) or any of
clauses (iv) through (vi) of Section
3.05(b) out of general collections on the
Mortgage Loans and any REO Properties
on deposit in the Distribution Account;
provided that for purposes of the
allocations contemplated by Section 4.04 no
such expense shall be deemed to have
been incurred by the Trust Fund until such
time as the payment thereof is
actually made from the Certificate Account
or the Distribution Account, as the
case may be.
"Additional Yield Amount": (a) With respect to any Distribution
Date
and any Class of Regular Certificates
(other than the Class X Certificates and
any Excluded Class), the Class A-3SF
Regular Interest or the Class A-MFL Regular
Interest entitled to distributions of
principal with respect to Loan Group 1
pursuant to Section 4.01(a) on such
Distribution Date; provided that a Yield
Maintenance Charge and/or Prepayment
Premium was actually collected on a
Mortgage Loan or an REO Loan in such Loan
Group during the related Collection
Period, the product of (a) such Yield
Maintenance Charge and/or Prepayment
Premium multiplied by (b) a fraction, which
in no event will be greater than
one, the numerator of which is equal to the
positive excess, if any, of (i) the
Pass-Through Rate for such Class of Regular
Certificates, the Class A-3SF
Regular Interest or the Class A-MFL Regular
Interest then receiving principal
over (ii) the related Discount Rate, and
the denominator of which is equal to
the positive excess, if any, of (i) the
Mortgage Rate for such Mortgage Loan or
REO Loan, as the case may be, over (ii) the
related Discount Rate, multiplied by
(c) a fraction, the numerator of which is
equal to the amount of principal
distributable on such Class of Regular
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest on such Distribution Date pursuant
to Section 4.01(a) with respect to Loan
Group 1, and the denominator of which is
equal to the Loan Group 1 Principal
Distribution Amount for such Distribution
Date.
(b) With respect to any Distribution Date and any Class of
Regular
Certificates (other than the Class X Certificates and any Excluded
Class),
the Class
A-3SF Regular Interest or the Class A-MFL Regular Interest
entitled
to distributions of principal with respect to Loan Group 2
pursuant
to Section 4.01(a) on such Distribution Date; provided that a
Yield
Maintenance Charge and/or Prepayment Premium was actually
collected
on a
Mortgage Loan or an REO Loan in such Loan Group during the
related
Collection
Period, the product of (a) such Yield Maintenance Charge and/or
Prepayment
Premium multiplied by (b) a fraction, which in no event will be
greater
than one, the numerator of which is equal to the positive
excess,
if any, of
(i) the Pass-Through Rate for such Class of Regular
Certificates, the Class A-3SF Regular Interest or the Class A-MFL
Regular
Interest
then receiving principal over (ii) the related Discount Rate,
and
the
denominator of which is equal to the positive excess, if any, of
(i)
the
Mortgage Rate for such Mortgage Loan or REO Loan, as the case may
be,
over (ii)
the related Discount Rate, multiplied by (c) a fraction, the
numerator
of which is equal to the amount of principal distributable on
such Class
of Regular Certificates, the Class A-3SF Regular Interest or
the Class
A-MFL Regular Interest on such Distribution Date pursuant to
Section
4.01(a) with respect to Loan Group 2, and the denominator of
which
is equal to the Loan
Group 2 Principal Distribution Amount for such
Distribution Date.
(c) For purposes of the foregoing, to the extent that payments
of
principal
on any Class of Regular Certificates (other than the Class X
Certificates and any
Excluded Class), the Class A-3SF Regular Interest or
the Class
A-MFL Regular Interest could be made from principal amounts
allocable
to Loan Group 1 or principal amounts allocable to Loan Group 2,
the
Trustee shall assume that those payments of principal on that Class
of
Regular
Certificates, the Class A-3SF Regular Interest or the Class
A-MFL
Regular
Interest are made from amounts allocable to each Loan Group, on
a
pro rata
basis in accordance with the respective amounts allocable to
each
Loan Group
that were available for payment on that Class of Certificates,
the Class
A-3SF Regular Interest or the Class A-MFL Regular Interest.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(e).
"Adverse REMIC Event": As defined in Section 10.01(h).
"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.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"AmericasMart Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of June 2,
2005 by and among Wachovia Bank,
National Association, as Note A-1 Lender,
and Wachovia Bank, National
Association, as Note A-2 Lender, relating
to the AmericasMart Whole Loan.
"AmericasMart Loan": That certain mortgage loan which is included
in
the Trust Fund (identified as loan number 1
on the Mortgage Loan Schedule).
"AmericasMart Pari Passu Companion Loan": That certain loan
evidenced by a note, which is not an asset
of the Trust Fund, secured by the
Mortgaged Property securing the
AmericasMart Loan and pari passu with the
AmericasMart Loan.
"AmericasMart Whole Loan": The AmericasMart Loan, together with
the
AmericasMart Pari Passu Companion Loan.
"Anticipated Repayment Date": For each ARD Loan, the date
specified
in the related Mortgage Note after which
the Mortgage Rate for such ARD Loan
will increase as specified in the related
Mortgage Note (other than as a result
of a default thereunder).
"Appraisal": With respect to any Mortgage Loan, an appraisal of
the
related Mortgaged Property from an
Independent Appraiser selected by the Special
Servicer or the Master Servicer prepared in
accordance with 12 CFR ss.225.62 and
conducted in accordance with the standards
of the American Appraisal Institute
by an Independent Appraiser.
"Appraisal Reduction Amount": The excess, if any, of (a) the sum
of
(without duplication), as calculated by the
Master Servicer as of the first
Determination Date immediately succeeding
the Master Servicer obtaining
knowledge of the occurrence of the Required
Appraisal Date if no new Required
Appraisal is required or the date on which
a Required Appraisal (or letter
update or internal valuation, if
applicable) is obtained and each Determination
Date thereafter so long as the related
Mortgage Loan remains a Required
Appraisal Mortgage Loan (i) the Stated
Principal Balance of the subject Required
Appraisal Mortgage Loan, (ii) to the extent
not previously advanced by or on
behalf of the Master Servicer or the
Trustee (or with respect to the 2005-C19
Serviced Mortgage Loan, by the 2005-C19
Master Servicer or with respect to the
LB-UBS 2005-C3 Serviced Mortgage Loan, by
the LB-UBS 2005-C3 Master Servicer or
with respect to the MSCI 2005-HQ6 Serviced
Mortgage Loan, by the MSCI 2005-HQ6
Master Servicer), all unpaid interest on
the Required Appraisal Mortgage Loan
(including, for such purposes, any related
Pari Passu Companion Loan or
Subordinate Companion Loan serviced
hereunder) through the most recent Due Date
prior to such Determination Date at a per
annum rate equal to the related Net
Mortgage Rate (exclusive of any portion
thereof that constitutes Additional
Interest), (iii) all accrued but unpaid
Servicing Fees and all accrued but
unpaid Additional Trust Fund Expenses in
respect of such Required Appraisal
Mortgage Loan including, for such purposes,
any related Pari Passu Companion
Loan or Subordinate Companion Loan serviced
hereunder (plus, with respect to the
2005-C19 Serviced Mortgage Loan, the LB-UBS
2005-C3 Serviced Mortgage Loan or
with respect to the MSCI 2005-HQ6 Serviced
Mortgage Loan, any similar fees and
expenses (to the extent the Master Servicer
has actual knowledge of such fees
and expenses) payable under the 2005-C19
Pooling and Servicing Agreement, the
LB-UBS 2005-C3 Pooling and Servicing
Agreement or the MSCI 2005-HQ6 Pooling and
Servicing Agreement, respectively), (iv)
all related unreimbursed Advances and
any Advances related to such Required
Appraisal Mortgage Loan (including, for
such purposes, any related Pari Passu
Companion Loan or Subordinate Companion
Loan serviced hereunder) that were
reimbursed out of general collections from
the pool of Mortgage Loans (plus accrued
interest thereon) made by or on behalf
of the Master Servicer or the Trustee with
respect to such Required Appraisal
Mortgage Loan and (v) all currently due and
unpaid real estate taxes and
unfunded improvement reserves and
assessments, insurance premiums, and, if
applicable, ground rents in respect of the
related Mortgaged Property over (b)
an amount equal to the sum of (i) the
Required Appraisal Value (or in the case
of a Non-Serviced Mortgage Loan, its pro
rata portion of the Required Appraisal
Value based on its outstanding principal
balance and the outstanding principal
balance of the related Whole Loan) and (ii)
all escrows, reserves and letters of
credit held for the purposes of reserves
(provided such letters of credit may be
drawn upon for reserve purposes under the
related Mortgage Loan document) held
with respect to such Required Appraisal
Mortgage Loan. If the Special Servicer
fails to obtain a Required Appraisal (or
letter update or internal valuation, if
applicable) within the time limit described
in Section 3.09(a), the Appraisal
Reduction Amount for the related Required
Appraisal Mortgage Loan will equal 25%
of the outstanding principal balance of
such Required Appraisal Mortgage Loan
(including, for such purposes, any related
Pari Passu Companion Loan or
Subordinate Companion Loan serviced
hereunder) to be adjusted upon receipt of a
Required Appraisal or letter update or
internal valuation, if applicable. In the
event a Mortgagor fails to make a Balloon
Payment on a scheduled maturity date
and no Appraisal has been received within
120 days of such failure, the
Appraisal Reduction Amount for the related
Mortgage Loan (including, for such
purposes, any related Pari Passu Companion
Loan or Subordinate Companion Loan
serviced hereunder) will equal 25% of the
outstanding principal balance of such
Mortgage Loan (including, for such
purposes, any related Pari Passu Companion
Loan or Subordinate Companion Loan serviced
hereunder), to be adjusted upon
receipt of the new Appraisal. Any Appraisal
Reduction Amount for a Co-Lender
Loan shall be allocated as provided in
Section 4.04(d).
"Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most
recent Appraisal (or letter update
or internal valuation, if applicable) that
is contained in the related Servicing
File.
"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 Additional
Interest at the rate specified in the
related Mortgage Note and the Mortgagor is
required to apply excess monthly cash
flow generated by the related Mortgaged
Property to the repayment of the
outstanding principal balance on such
Mortgage Loan.
"Artesia": Artesia Mortgage Capital Corporation or its successor
in
interest.
"Artesia Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of August
1, 2005, between the Depositor and
Artesia and relating to the transfer of the
Artesia Mortgage Loans to the
Depositor.
"Artesia Mortgage Loans": Each of the Mortgage Loans transferred
and
assigned to the Depositor pursuant to the
Artesia Mortgage Loan Purchase
Agreement.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar document or instrument
executed by the Mortgagor in connection
with the origination of the related
Mortgage Loan.
"Assumed Scheduled Payment": With respect to any Balloon
Mortgage
Loan for its Stated Maturity Date (provided
that such Mortgage Loan has not been
paid in full and no other Liquidation Event
has occurred in respect thereof on
or before such Stated Maturity Date) and
for any Due Date thereafter as of which
such Mortgage Loan remains outstanding and
part of the Trust Fund, the Periodic
Payment of principal and/or interest deemed
to be due in respect thereof on such
Due Date that would have been due in
respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been
required to continue to pay principal in
accordance with the amortization schedule,
if any, and to accrue interest at the
Mortgage Rate, in effect on the Closing
Date and without regard to the
occurrence of its Stated Maturity Date.
With respect to any REO Loan, for any
Due Date therefor as of which the related
REO Property remains part of the Trust
Fund, the Periodic Payment of principal
and/or interest deemed to be due in
respect thereof on such Due Date that would
have been due in respect of the
predecessor Mortgage Loan (or, if
applicable, Companion Loans) on such Due Date
had it remained outstanding (or, if the
predecessor Mortgage Loan was a Balloon
Mortgage Loan and such Due Date coincides
with or follows what had been its
Stated Maturity Date, the Assumed Scheduled
Payment that would have been deemed
due in respect of the predecessor Mortgage
Loan on such Due Date had it remained
outstanding).
"Authenticating Agent": Any authenticating agent appointed
pursuant
to Section 8.12 (or, in the absence of any
such appointment, the Trustee).
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to with respect to
each Mortgage Loan (a) the sum
(including, with respect to the 2005-C19
Serviced Mortgage Loan, the LB-UBS
2005-C3 Serviced Mortgage Loan and the MSCI
2005-HQ6 Serviced Mortgage Loan any
amounts remitted by or advanced pursuant to
the 2005-C19 Pooling and Servicing
Agreement, the LB-UBS 2005-C3 Pooling and
Servicing Agreement and the MSCI
2005-HQ6 Pooling and Servicing Agreement,
respectively) of, without duplication,
(i) the aggregate of the amounts on deposit
in the Certificate Account and the
Distribution Account (without regard to any
payments made to or received from
the Class A-3SF Swap Counterparty or the
Class A-MFL Swap Counterparty) as of
the close of business on the last day of
the related Collection Period and the
amounts collected by or on behalf of the
Master Servicer as of the close of
business on the last day of such Collection
Period and required to be deposited
in the Certificate Account; (ii) the
aggregate amount of any P&I Advances made
by the Master Servicer, the Trustee or the
Fiscal Agent for distribution on the
Certificates, the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest on such Distribution Date pursuant
to Section 4.03; (iii) the aggregate
amount transferred from the REO Account (if
established) to the Certificate
Account as of the last day of the related
Collection Period, on or prior to the
P&I Advance Date in such month,
pursuant to Section 3.16(c); (iv) the aggregate
amount deposited by the Master Servicer in
the Certificate Account for such
Distribution Date pursuant to Section 3.19
in connection with Prepayment
Interest Shortfalls; and (v) for each
Distribution Date occurring in March, and
for the final Distribution Date if the
final Distribution Date occurs in
February or, if such year is not a leap
year, in January, the aggregate of the
Interest Reserve Amounts in respect of each
Interest Reserve Loan deposited into
the Distribution Account pursuant to
Section 3.05(d), net of (b) the portion of
the amount described in subclauses (a)(i)
and (a)(iii) of this definition that
represents one or more of the following:
(i) collected Periodic Payments that
are due on a Due Date following the end of
the related Collection Period, (ii)
any amounts payable or reimbursable to any
Person from the (A) Certificate
Account pursuant to clauses (ii)-(xv),
(xix), (xx) and (xxii) of Section 3.05(a)
or (B) the Distribution Account pursuant to
clauses (ii)-(vii) of Section
3.05(b), (iii) Prepayment Premiums and
Yield Maintenance Charges, (iv)
Additional Interest, (v) with respect to
the Distribution Date occurring in
February of each year and in January of
each year that is not a leap year, the
Interest Reserve Amounts with respect to
the Interest Reserve Loans to be
withdrawn from the Certificate Account and
remitted to the Trustee for deposit
in the Interest Reserve Account in respect
of such Distribution Date and held
for future distribution pursuant to Section
3.04(c), and (vi) any amounts
deposited in the Certificate Account or the
Distribution Account in error. The
Available Distribution Amount will not
include any amounts required to be
distributed pursuant to the terms of any
Intercreditor Agreement or this
Agreement to a Companion Holder.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification
entered into as of the Closing Date
provides for an amortization schedule
extending beyond its Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Scheduled
Payment payable on the Stated 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).
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer 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 Servicer
Fee Amount for the Master Servicer or such
Sub-Servicer, as the case may be, as
of such date of determination, over (b) the
aggregate of the Servicer Fee
Amounts for the Master Servicer and all of
the Sub-Servicers 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(a).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New
York, or the cities in which the
Corporate Trust Office of the Trustee
(which as of the Closing Date is Chicago,
Illinois) or the offices of the Master
Servicer (which as of the Closing Date is
Charlotte, North Carolina) are 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 Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C20, as
executed by the Certificate Registrar and
authenticated and delivered hereunder
by the Authenticating Agent.
"Certificate Account": The segregated account or accounts
created
and maintained by the Master Servicer
pursuant to Section 3.04(a) on behalf of
the Trustee in trust for
Certificateholders, which shall be entitled "Wachovia
Bank, National Association, as Master
Servicer for LaSalle Bank National
Association, as Trustee, on behalf of and
in trust for the registered holders of
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through
Certificates, Series 2005-C20." Subject to
the related Intercreditor Agreement
and taking into account that (i) each
Subordinate Companion Loan is subordinate
to its related Co-Lender Loan to the extent
set forth in the related
Intercreditor Agreement, and (ii) each Pari
Passu Companion Loan is pari passu
with the related Pari Passu Mortgage Loan,
each subaccount described in the next
to last paragraph of Section 3.04(a) 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 the related Companion Loan.
"Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential
Pay Certificates (other than the Class
A-3SF and Class A-MFL Certificates), the
Class A-3SF Regular Interest or the
Class A-MFL Regular Interest is reduced by
the amount of Mortgage Deferred
Interest allocable to such Class of
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest on any Distribution Date.
"Certificate Factor": With respect to any Class of Regular
Certificates, the Class A-3SF Certificates
and the Class A-MFL Certificates as
of any date of determination, a fraction,
expressed as a decimal carried to
eight places, the numerator of which is the
then current Class Principal
Balance, Class X-C Notional Amount or Class
X-P Notional Amount, as applicable,
of such Class of Regular Certificates, the
Class A-3SF Certificates and the
Class A-MFL Certificates and the
denominator of which is the Original Class
Principal Balance or Original Notional
Amount of such Class of Regular
Certificates, the Class A-3SF Certificates
or the Class A-MFL Certificates, as
the case may be.
"Certificate Notional Amount": With respect to any Class X-C
Certificate or Class X-P Certificate, as of
any date of determination, the then
notional amount of such Certificate equal
to the product of (a) the Percentage
Interest evidenced by such Certificate,
multiplied by (b) the then Class X-C
Notional Amount or Class X-P Notional
Amount, as applicable.
"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 Principal Balance": With respect to any Sequential
Pay
Certificate, as of any date of
determination, the then outstanding principal
amount of such Certificate equal to the
product of (a) the Percentage Interest
evidenced by such Certificate, multiplied
by (b) the then Class Principal
Balance of the Class of Certificates to
which such Certificate belongs.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed
pursuant to Section 5.02.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register,
except that (i) only a Permitted
Transferee shall be the Holder of a
Residual Certificate for any purpose hereof
and, (ii) solely for the purposes of giving
any consent, approval or waiver
pursuant to this Agreement that relates to
any of the Depositor, any Mortgage
Loan Seller, the Master Servicer, the
Special Servicer, the Trustee or the
Fiscal Agent in its respective capacity as
such (except with respect to
amendments or waivers referred to in
Sections 7.04 and 11.01 hereof and any
consent, approval or waiver required or
permitted to be made by the Majority
Subordinate Certificateholder or the
Controlling Class Representative and any
election, removal or replacement of the
Special Servicer or the Controlling
Class Representative pursuant to Section
6.09), any Certificate registered in
the name of the Depositor, any Mortgage
Loan Seller, the Master Servicer, the
Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, or any
Certificate registered in the name of any
of their respective Affiliates, 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 that
relates to it has been obtained. The
Certificate Registrar shall be entitled to
request and rely upon a certificate of the
Depositor, the Master Servicer or the
Special Servicer 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": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical
class designation.
"Class A Certificates": The Class A-1, Class A-2, Class A-3SF,
Class
A-4, Class A-5, Class A-6A, Class A-6B,
Class A-PB, Class A-7 and Class A-1A
Certificates.
"Class A-1 Certificate": Any one of the Certificates with a
"Class
A-1" designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a
"Class
A-1A" designation on the face thereof,
substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof,
substantially in the form of Exhibit A-2
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-3SF Available Funds": With respect to any Distribution
Date, will equal the sum of (i) the total
amount of all principal and/or
interest distributions on or in respect of
the Class A-3SF Regular Interest with
respect to such Distribution Date and (ii)
the amounts, if any, received from
the Class A-3SF Swap Counterparty pursuant
to the Class A-3SF Swap Contract for
such Distribution Date, less (iii) with
respect to interest distributions, all
regularly scheduled fixed interest amounts
(prior to the termination of the
Class A-3SF Swap Contract or prior to the
occurrence and during the continuance
of a Class A-3SF Swap Default, exclusive of
any Yield Maintenance Charges
allocated in respect of the Class A-3SF
Regular Interest) required to be paid to
the Class A-3SF Swap Counterparty pursuant
to the Class A-3SF Swap Contract for
such Distribution Date.
"Class A-3SF Certificate": Any one of the Certificates with a
"Class
A-3SF" designation on the face thereof,
substantially in the form of Exhibit A-3
attached hereto, and evidencing an
undivided beneficial interest in the Class
A-3SF Grantor Trust.
"Class A-3SF Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence
and during the continuation of a Class
A-3SF Swap Default while the Trustee (or
the Paying Agent on its behalf) is
pursuing remedies under the Class A-3SF
Swap Contract pursuant to Section 3.28
or (ii) immediately upon and following the
termination of the Class A-3SF Swap
Contract until a replacement swap contract
is entered into, if any, the
conversion of distributions to the Class
A-3SF Certificates from distributions
based, in part, on floating interest
payments from the Class A-3SF Swap
Counterparty under the Class A-3SF Swap
Contract to distributions based solely
on fixed interest distributions in respect
of the Class A-3SF Regular Interest,
as specified in Section 4.01(m).
"Class A-3SF Fixed Amount": The "Fixed Amount" as defined in
the
Class A-3SF Swap Contract.
"Class A-3SF Fixed Swap Payment": With respect to any
Distribution
Date, the Class A-3SF Fixed Amount required
to be paid to the Class A-3SF Swap
Counterparty by the Trust under the Class
A-3SF Swap Contract.
"Class A-3SF Floating Amount": The "Floating Amount" as defined
in
the Class A-3SF Swap Contract.
"Class A-3SF Floating Swap Payment": With respect to any
Distribution Date, the Class A-SF Floating
Amount required to be paid to the
Trust by the Class A-3SF Swap Counterparty
under the Class A-3SF Swap Contract.
"Class A-3SF Floating Rate Account": The trust account or
accounts
created and maintained as a separate
account or accounts (or as a subaccount of
the Distribution Account) by the Paying
Agent pursuant to Section 3.04(g), which
shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for
the registered Holders of Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series
2005-C20 Class A-3SF Certificates,
Class A-3SF Floating Rate Account," and
which must be an Eligible Account (or a
subaccount of an Eligible Account). The
Class A-3SF Floating Rate Account shall
not be an asset of either REMIC I or REMIC
II formed hereunder.
"Class A-3SF Grantor Trust": That certain "grantor trust"
(within
the meaning of the Grantor Trust
Provisions), the assets of which are the Class
A-3SF Grantor Trust Assets.
"Class A-3SF Grantor Trust Assets": The segregated pool of
assets
consisting of the A-3SF Regular Interest,
the Class A-3SF Swap Contract, the
Class A-3SF Floating Rate Account and the
proceeds thereof, the beneficial
ownership of which is represented by the
Class A-3SF Certificates.
"Class A-3SF Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) amounts in respect of
interest received in respect of the Class
A-3SF Regular Interest for such
Distribution Date and (ii) the Class A-3SF
Floating Swap Payment, less (iii) the
Class A-3SF Fixed Swap Payment for such
Distribution Date.
"Class A-3SF Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i)
the Class A-3SF Fixed Swap Payment
over (ii) the Class A-3SF Floating Swap
Payment.
"Class A-3SF Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
amount of principal allocated pursuant
to Section 4.01 in respect of the Class
A-3SF Regular Interest on such
Distribution Date.
"Class A-3SF Regular Interest": The uncertificated interest in
REMIC
II, designated as "Class A-3SF",
constituting a "regular interest" in REMIC II
for purposes of the REMIC Provisions and
having the characteristics attributable
thereto in this Agreement.
"Class A-3SF Swap Contract": The 1992 ISDA Master Agreement
(Multi-Currency Cross Border) together with
the related schedule, confirmation
and any annexes thereto, dated as of August
23, 2005, by and among the Class
A-3SF Swap Counterparty and the Trustee,
solely in its capacity as Trustee, on
behalf of the Trust, or any replacement
interest rate swap agreement entered
into by the Trustee in accordance with this
Agreement.
"Class A-3SF Swap Counterparty": Wachovia Bank, National
Association, a national banking
association, acting in such capacity or its
successor in interest or any Class A-3SF
Swap Counterparty under a replacement
Class A-3SF Swap Contract.
"Class A-3SF Swap Default": Any failure on the part of the
Class
A-3SF Swap Counterparty to (i) make a
required payment under the Class A-3SF
Swap Contract, as and when due thereunder,
or (ii) either post acceptable
collateral or find an acceptable
replacement swap counterparty after a Rating
Agency Trigger Event has occurred as
required by Part 1, paragraph (k) of the
Schedule of the Master Agreement in the
Class A-3SF Swap Contract or any early
termination date as designated under the
Class A-3SF Swap Contract shall have
occurred.
"Class A-3SF Swap Termination Fees": Any fees or expenses payable
by
the Class A-3SF Swap Counterparty to the
Trust in connection with a Class A-3SF
Swap Default, termination of the Class
A-3SF Swap Contract or liquidation of the
Class A-3SF Swap Contract, as specified in
the Class A-3SF Swap Contract.
"Class A-4 Certificate": Any one of the Certificates with a
"Class
A-4" designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-5 Certificate": Any one of the Certificates with a
"Class
A-5" designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-6A Certificate": Any one of the Certificates with a
"Class
A-6A" designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-6B Certificate": Any one of the Certificates with a
"Class
A-6B" designation on the face thereof,
substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-7 Certificate": Any one of the Certificates with a
"Class
A-7" designation on the face thereof,
substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-J Certificate": Any one of the Certificates with a
"Class
A-J" designation on the face thereof,
substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-MFL Available Funds": With respect to any Distribution
Date, will equal the sum of (i) the total
amount of all principal and/or
interest distributions on or in respect of
the Class A-MFL Regular Interest with
respect to such Distribution Date and (ii)
the amounts, if any, received from
the Class A-MFL Swap Counterparty pursuant
to the Class A-MFL Swap Contract for
such Distribution Date, less (iii) with
respect to interest distributions, all
regularly scheduled fixed interest amounts
(prior to the termination of the
Class A-MFL Swap Contract or prior to the
occurrence and during the continuance
of a Class A-MFL Swap Default, exclusive of
any Yield Maintenance Charges
allocated in respect of the Class A-MFL
Regular Interest) required to be paid to
the Class A-MFL Swap Counterparty pursuant
to the Class A-MFL Swap Contract for
such Distribution Date.
"Class A-MFL Certificate": Any one of the Certificates with a
"Class
A-MFL" designation on the face thereof,
substantially in the form of Exhibit
A-13 hereto, and evidencing an undivided
beneficial interest in the A-MFL
Grantor Trust.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence
and during the continuation of a Class
A-MFL Swap Default while the Trustee (or
the Paying Agent on its behalf) is
pursuing remedies under the Class A-MFL
Swap Contract pursuant to Section 3.29
or (ii) immediately upon and following the
termination of the Class A-MFL Swap
Contract until a replacement swap contract
is entered into, if any, the
conversion of distributions to the Class
A-MFL Certificates from distributions
based, in part, on floating interest
payments from the Class A-MFL Swap
Counterparty under the Class A-MFL Swap
Contract to distributions based solely
on fixed interest distributions in respect
of the Class A-MFL Regular Interest,
as specified in Section 4.01(m).
"Class A-MFL Fixed Amount": The "Fixed Amount" as defined in
the
Class A-MFL Swap Contract.
"Class A-MFL Fixed Swap Payment": With respect to any
Distribution
Date, the Class A-MFL Fixed Amount required
to be paid to the Class A-MFL Swap
Counterparty by the Trust under the Class
A-MFL Swap Contract.
"Class A-MFL Floating Amount": The "Floating Amount" as defined
in
the Class A-MFL Swap Contract.
"Class A-MFL Floating Swap Payment": With respect to any
Distribution Date, the Floating Amount
required to be paid to the Trust by the
Class A-MFL Swap Counterparty under the
Class A-MFL Swap Contract.
"Class A-MFL Floating Rate Account": The trust account or
accounts
created and maintained as a separate
account or accounts (or as a subaccount of
the Distribution Account) by the Paying
Agent pursuant to Section 3.04(g), which
shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for
the registered Holders of Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series
2005-C20 Class A-MFL Certificates,
Class A-MFL Floating Rate Account," and
which must be an Eligible Account (or a
subaccount of an Eligible Account). The
Class A-MFL Floating Rate Account shall
not be an asset of either REMIC I or REMIC
II formed hereunder.
"Class A-MFL Grantor Trust": That certain "grantor trust"
(within
the meaning of the Grantor Trust
Provisions), the assets of which are the A-MFL
Grantor Trust Assets.
"Class A-MFL Grantor Trust Assets": The segregated pool of
assets
consisting of the A-MFL Regular Interest,
the Class A-MFL Swap Contract, the
Class A-MFL Floating Rate Account and the
proceeds thereof, the beneficial
ownership of which is represented by the
Class A-MFL Certificates.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) amounts in respect of
interest received in respect of the Class
A-MFL Regular Interest for such
Distribution Date and (ii) the Class A-MFL
Floating Swap Payment, less (iii) the
Class A-MFL Fixed Swap Payment for such
Distribution Date.
"Class A-MFL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i)
the Class A-MFL Fixed Swap Payment
over (ii) the Class A-MFL Floating Swap
Payment.
"Class A-MFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
amount of principal allocated pursuant
to Section 4.01 in respect of the Class
A-MFL Regular Interest on such
Distribution Date.
"Class A-MFL Regular Interest": The uncertificated interest in
REMIC
II, designated as "Class A-MFL",
constituting a "regular interest" in REMIC II
for purposes of the REMIC Provisions and
having the characteristics attributable
thereto in this Agreement.
"Class A-MFL Swap Contract": The 1992 ISDA Master Agreement
(Multi-Currency Cross Border) together with
the related schedule, confirmation
and any annexes thereto, dated as of August
23, 2005, by and among the Class
A-MFL Swap Counterparty and the Trustee,
solely in its capacity as Trustee, on
behalf of the Trust, or any replacement
interest rate swap agreement entered
into by the Trustee in accordance with this
Agreement.
"Class A-MFL Swap Counterparty": Wachovia Bank, National
Association, a national banking
association, acting in such capacity or its
successor in interest or any Class A-MFL
Swap Counterparty under a replacement
Class A-MFL Swap Contract.
"Class A-MFL Swap Counterparty Special Payment": The Special
Payment
Amount as defined in the Class A-MFL Swap
Contract and as calculated by the
Paying Agent in accordance with the Class
A-MFL Swap Contract.
"Class A-MFL Swap Default": Any failure on the part of the
Class
A-MFL Swap Counterparty to (i) make a
required payment under the Class A-MFL
Swap Contract, as and when due thereunder,
or (ii) either post acceptable
collateral or find an acceptable
replacement swap counterparty after a Rating
Agency Trigger Event has occurred as
required by Part 1, paragraph (k) of the
Schedule of the Master Agreement in the
Class A-MFL Swap Contract or any early
termination date as designated under the
Class A-MFL Swap Contract shall have
occurred.
"Class A-MFL Swap Termination Fees": Any fees or expenses payable
by
the Class A-MFL Swap Counterparty to the
Trust in connection with a Class A-MFL
Swap Default, termination of the Class
A-MFL Swap Contract or liquidation of the
Class A-MFL Swap Contract, as specified in
the Class A-MFL Swap Contract.
"Class A-MFX Certificate": Any one of the Certificates with a
"Class
A-MFX" designation on the face thereof,
substantially in the form of Exhibit
A-14 attached hereto, and evidencing a
"regular interest" in REMIC II for
purposes of the REMIC Provisions.
"Class A-PB Certificate": Any one of the Certificates with a
"Class
A-PB" designation on the face thereof,
substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-PB Planned Principal Amount": The planned principal
amount
set forth on Exhibit S hereto relating to
principal payments for the Class A-PB
Certificates.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof,
substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class
C"
designation on the face thereof,
substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class
D"
designation on the face thereof,
substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof,
substantially in the form of Exhibit A-19
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class
F"
designation on the face thereof,
substantially in the form of Exhibit A-20
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class
G"
designation on the face thereof,
substantially in the form of Exhibit A-21
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof,
substantially in the form of Exhibit A-22
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof,
substantially in the form of Exhibit A-23
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof,
substantially in the form of Exhibit A-24
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof,
substantially in the form of Exhibit A-25
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof,
substantially in the form of Exhibit A-26
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof,
substantially in the form of Exhibit A-27
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class O Certificate": Any one of the Certificates with a "Class
O"
designation on the face thereof,
substantially in the form of Exhibit A-28
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class
P"
designation on the face thereof,
substantially in the form of Exhibit A-29
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of
any
Class of Sequential Pay Certificates, the
Class A-3SF Regular Interest or the
Class A-MFL Regular Interest outstanding
from time to time. As of the Closing
Date, the Class Principal Balance of each
Class of Sequential Pay Certificates,
the Class A-3SF Regular Interest or the
Class A-MFL Regular Interest shall equal
the Original Class Principal Balance
thereof. On each Distribution Date, the
Class Principal Balance of each such Class
of Certificates or regular interest
shall be reduced by the amount of any
distributions of principal made thereon on
such Distribution Date pursuant to Section
4.01 or 9.01, as applicable, and
shall be further reduced by the amount of
any Realized Losses and Additional
Trust Fund Expenses allocated thereto on
such Distribution Date pursuant to
Section 4.04(a). The Class Principal
Balance of any Class of Sequential Pay
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest will be increased on any
Distribution Date by the amount of any
Certificate Deferred Interest allocated to
such Class on such Distribution Date.
Distributions in respect of a reimbursement
of Realized Losses and Additional
Trust Fund Expenses previously allocated to
a Class of Sequential Pay
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest shall not constitute distributions
of principal and shall not result in
reduction of the related Class Principal
Balance. The Class Principal Balance of
the Class A-3SF Certificates and the Class
A-MFL Certificates shall be equal at
all times to the Class Principal Balance of
the Class A-3SF Regular Interest and
the Class A-MFL Regular Interest,
respectively.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof,
substantially in the form of Exhibit A-30
attached hereto, and evidencing the sole
class of residual interests in REMIC I
for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof,
substantially in the form of Exhibit A-31
attached hereto, and evidencing the sole
class of "residual interests" in REMIC
II for purposes of the REMIC
Provisions.
"Class X Certificates": The Class X-C and Class X-P
Certificates.
"Class X-C Certificate": Any one of the Certificates with a
"Class
X-C" designation on the face thereof,
substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions; provided that the
Class X-C Certificates represent a
"regular interest" with a pass-through rate
unreduced by any Class X-C
Pass-Through Rate Reduction Percentage
coupled with an obligation to make
payments to the Class A-MFL Swap
Counterparty of the Class A-MFL Swap
Counterparty Special Payment.
"Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination,
the sum of the then Component
Notional Amounts of all of the
Components.
"Class X-C Pass-Through Rate Reduction Percentage": An amount
equal
to 0.10% per annum.
"Class X-C Pass-Through Rate Reduction Period": From the
Distribution Date in August 2015, through
the earliest to occur of the
following: (1) the Class Certificate
Balance of the Class A-MFL Regular Interest
is reduced to zero; (2) the Class A-MFL
Swap Contract terminates on the
termination date or any early termination
date or (3) a Class A-MFL Distribution
Conversion.
"Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class
X-P Components) for any Distribution
Date, 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 Corresponding
Certificates. In the case of any Class of
Components that are also Class X-P
Components, (i) for any Distribution Date
occurring on or before the related
Class X-P Component Crossover Date, (x) the
Weighted Average Net Mortgage Rate
for such Distribution Date minus (y) the
sum of the Pass-Through Rate for the
Corresponding Certificates (or in the case
of a Class A-3SF Component and the
Class A-MFL Component, the Pass-Through
Rate applicable to the Class A-3SF
Regular Interest and the Class A-MFL
Regular Interest, respectively) for such
Distribution Date and the Class X-P Strip
Rate for such Component for such
Distribution Date, and (ii) for any
Distribution Date occurring after the
related Class X-P Component Crossover 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 Corresponding
Certificates (or in the case of a Class
A-3SF Component and the Class A-MFL
Component, the Pass-Through Rate applicable
to the Class A-3SF Regular Interest and the
Class A-MFL Regular Interest,
respectively) (provided that in no event
shall any Class X-C Strip Rate be less
than zero).
"Class X-P Certificate": Any one of the Certificates with a
"Class
X-P" designation on the face thereof,
substantially in the form of Exhibit A-12
attached hereto, and evidencing the Class
X-P Components and a "regular
interest" in REMIC II for purposes of the
REMIC Provisions.
"Class X-P Component Crossover Date": With respect to each
Component
set forth in the table below, the
Distribution Date occurring in the month and
year set forth in the table below:
Component
Cross-Over Date
---------------------------------------
---------------
Component X-A-1-2 and Component
X-A-1A-2
February 2006
Component X-A-1-3 and Component
X-A-1A-3
August 2006
Component X-A-1-4, Component
X-A-2-1 and Component X-A-1A-4
February 2006
Component X-A-2-2 and Component
X-A-1A-5
August 2007
Component X-A-2-3, Component
X-A-3SF-1, Component X-A-1A-6 and
Component X-H1
February 2006
Component X-A-3SF-2, Component
X-A-1A-7, Component X-G-1 and
Component X-H-2
August 2008
Component X-A-3SF-3, Component
X-A-1A-8, Component X-F-1 and
Component X-G-2
February 2006
Component X-A-3SF-4, Component
X-A-1A-9, Component X-E-1 and
Component X-F-2
August 2009
Component X-A-3SF-5, Component
X-A-4, Component X-A-5, Component
X-A-6A-1, Component X-A-1A-10 and
Component X-E-2
February 2006
Component X-A-6A-2, Component
X-A-6B-1, Component X-A-PB-1,
Component X-A-1A-11, Component
X-D-1 and Component X-E-3
August 2010
Component X-A-6B-2, Component
X-A-PB-2, Component X-A-1A-12 and
Component X-D-2
February 2011
Component X-A-PB-3, Component
X-A-1A-13 and Component X-D-3
August 2011
Component X-A-PB-4, Component
X-A-7-1, Component X-A-1A-14,
Component X-C-1 and Component
X-D-4
February 2012
Component X-A-7-2, Component X-A-1A-15,
Component X-A-MFL, Component X-A-MFX,
Component X-A-J, Component X-B and
Component X-C-2
August 2012
"Class X-P Components": Each of Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component
X-A-1A-2, Component X-A-1A-3, Component
X-A-1A-4, Component X-A-1A-5, Component
X-A-1A-6, Component X-A-1A-7, Component
X-A-1A-8, Component X-A-1A-9, Component
X-A-1A-10, Component X-A-1A-11,
Component X-A-1A-12, Component X-A-1A-13,
Component X-A-1A-14, Component
X-A-1A-15, Component X-A-2-1, Component
X-A-2-2, Component X-A-2-3, Component
X-A-3SF-1, Component X-A-3SF-2, Component
X-A-3SF-3, Component X-A-3SF-4,
Component X-A-3SF-5, Component X-A-4,
Component X-A-5, Component X-A-6A-1,
Component X-A-6A-2, Component X-A-6B-1,
Component X-A-6B-2, Component X-A-PB-1,
Component X-A-PB-2, Component X-A-PB-3,
Component X-A-PB-4, Component X-A-7-1,
Component X-A-7-2, Component X-A-MFL,
Component X-A-MFX, Component X-A-J,
Component X-B, Component X-C-1, Component
X-C-2, Component X-D-1, Component
X-D-2, Component X-D-3, Component X-D-4,
Component X-E-1, Component X-E-2,
Component X-E-3, Component X-F-1, Component
X-F-2, Component X-G-1, Component
X-G-2, Component X-H-1 and Component
X-H-2.
"Class X-P Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts
of the Class X-P Components,
excluding those Class X-P Components for
which the Class X-P Component Crossover
Date has previously passed.
"Class X-P Reference Rate": For any Distribution Date, the rate
per
annum corresponding to such Distribution
Date on Exhibit M.
"Class X-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Class X-P Component
Crossover Date, (x) the lesser of (I) the
Weighted Average Net Mortgage Rate for
such Distribution Date and (II) the Class
X-P Reference Rate for such
Distribution Date minus 0.03% per annum
minus (y) the Pass-Through Rate for the
Corresponding Certificates, the Class A-3SF
Regular Interest and the Class A-MFL
Regular Interest (provided that in no event
shall any Class X-P Strip Rate be
less than zero), and (ii) for any
Distribution Date occurring after the related
Class X-P Component Crossover Date, 0% per
annum.
"Class Z Certificate": Any one of the Certificates with a "Class
Z"
designation on the face thereof,
substantially in the form of Exhibit A-32
attached hereto, and evidencing a
proportionate interest in the Additional
Interest that is described in Section
4.01(b).
"Closing Date": August 23, 2005.
"CMSA": The Commercial Mortgage Securities Association (formerly
the
Commercial Real Estate Secondary Market and
Securitization Association) or any
successor organization.
"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 File": The monthly report substantially in the form
of,
and containing the information called for
in, the downloadable form of the "CMSA
Bond Level File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Collateral Summary File" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally.
"CMSA Comparative Financial Status Report": The report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Comparative Financial Status
Report" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions generally.
In connection with preparing the
CMSA Comparative Financial Status Report,
the Master Servicer shall process (a)
interim financial statements beginning with
interim financial statements for the
fiscal quarter ending December 31, 2005 and
(b) annual financial statements
beginning with annual financial statements
for the 2005 fiscal year.
"CMSA Delinquent Loan Status Report": The report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Delinquent Loan Status Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Financial File": The report substantially in the form of,
and
containing the information called for in,
the downloadable form of the
"Financial File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally.
"CMSA Historical Liquidation Report": The report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Historical Liquidation Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form
of, and containing the information
called for in, the downloadable form of the
"Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Loan Level Reserve/LOC Report": The report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "CMSA Loan Level Reserve/LOC Report"
available as of the Closing Date on
the CMSA Website, or such other form for
the presentation of such information as
may from time to time be approved by the
CMSA for commercial mortgage securities
transactions generally.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Loan Periodic Update File"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Loan
Setup File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions
generally.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
and in any event, shall present the
computations made in accordance with the
methodology described in such form to
"normalize" the full year net operating
income and debt service coverage numbers
used in the other reports required by this
Agreement.
"CMSA Operating Statement Analysis": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Operating Statement Analysis Report"
available as of the Closing Date on
the CMSA Website or in such other form for
the presentation of such information
and containing such additional information
as may from time to time be approved
by the CMSA for commercial mortgage-backed
securities transactions generally. In
connection with preparing the CMSA
Operating Statement Analysis, the Master
Servicer shall process (a) interim
financial statements beginning with interim
financial statements for the fiscal quarter
ending September 30, 2005 and (b)
annual financial statements beginning with
annual financial statements for the
2005 fiscal year.
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Property
File" available as of the Closing Date on
the CMSA Website, or such other form
for the presentation of such information
and containing such additional
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions
generally.
"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.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or in such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally.
"CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Servicer
Watchlist/Portfolio Review Guidelines"
available as of the Closing Date on the
CMSA Website, or in such other final
form for the presentation of such
information and containing such additional
information as may from time to time be
promulgated as approved by the CMSA for
commercial mortgage securities transactions
generally.
"CMSA Website": The website maintained by the CMSA with an
address,
as of the Closing Date, of
"www.cmbs.org".
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations
of the U.S. Department of the Treasury
promulgated thereunder.
"Co-Lender Loans": As defined in the Preliminary Statement.
"Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in
the month immediately preceding the
month in which such Distribution Date
occurs (or, in the case of the initial
Distribution Date, commencing on the day
after the related Cut-Off Date) and
ending on and including the eleventh day in
the month in which such Distribution
Date occurs. Notwithstanding the foregoing,
in the event that the last day of a
Collection Period is not a Business Day,
any Periodic Payments or Principal
Prepayments with respect to the Mortgage
Loans relating to a Due Date occurring
in such Collection Period (but for the
application of the next Business Day
convention) received on the Business Day
immediately following such day will be
deemed to have been received during such
Collection Period and not during any
other Collection Period.
"Commission": The Securities and Exchange Commission or any
successor agency.
"Companion Distribution Account": With respect to the Companion
Loans, other than the Non-Serviced
Companion Loans, the separate account(s) or
subaccount(s) created and maintained by the
Companion Paying Agent pursuant to
Section 3.04(b) and held on behalf of the
Companion Holders, which shall be
entitled "Wachovia Bank, National
Association, as Companion Paying Agent for the
Companion Holders of the Companion Loans
relating to the Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series
2005-C20." The Companion Distribution
Accounts shall not be assets of the Trust
Fund, but instead each Companion
Distribution Account shall be held by the
Companion Paying Agent on behalf of the
applicable Companion Holder. Any such
account shall be an Eligible Account or a
subaccount of an Eligible Account.
Notwithstanding the foregoing, if the
Master Servicer and the Companion Paying
Agent are the same entity, the Companion
Distribution Account may be the related
subaccount or subaccounts of the
Certificate Account referenced in the second to
the last paragraph of Section 3.04(a).
"Companion Holder": With respect to any Companion Loan, the owner
of
the Mortgage Note representing such
Companion Loan. As of the Closing Date, the
Companion Holders of the Companion Loans
are (i) the trust created under the
2005-C19 Pooling and Servicing Agreement,
with respect to the AmericasMart Pari
Passu Companion Loan, (ii) the trust
created under the LB-UBS 2005-C3 Pooling
and Servicing Agreement, with respect to
the 101 Avenue of the Americas Pari
Passu Companion Loan, (iii) the trust
created under the MSCI 2005-HQ6 Pooling
and Servicing Agreement, with respect to
the U-Haul Portfolio Pari Passu
Companion Loan, (iv) Wachovia Bank,
National Association, with respect to the
1000 & 1100 Wilson Pari Passu Companion
Loan and the Westfield San Francisco
Centre Pari Passu Companion Loan, (v)
Artesia Mortgage Capital Corporation, with
respect to the NGP Rubicon GSA Pool Pari
Passu Companion Loan (vi) Caplease LP,
with respect to the Monument I at WorldGate
Companion Loan, the Tollway Office
Center II Companion Loan and the Rapp
Collins Worldwide Building Companion Loan
and (vii) Wachovia Bank, National
Association, with respect to the Hilton Garden
Inn - Staten Island, NY Companion Loan.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The paying agent appointed pursuant
to
Section 3.26.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.
"Component": Each of Component X-A-1-1, Component X-A-1-2,
Component
X-A-1-3, Component X-A-1-4, Component
X-A-1A-1, Component X-A-1A-2, Component
X-A-1A-3, Component X-A-1A-4, Component
X-A-1A-5, Component X-A-1A-6, Component
X-A-1A-7, Component X-A-1A-8, Component
X-A-1A-9, Component X-A-1A-10, Component
X-A-1A-11, Component X-A-1A-12, Component
X-A-1A-13, Component X-A-1A-14,
Component X-A-1A-15, Component X-A-2-1,
Component X-A-2-2, Component X-A-2-3,
Component X-A-3SF-1, Component X-A-3SF-2,
Component X-A-3SF-3, Component
X-A-3SF-4, Component X-A-3SF-5, Component
X-A-4, Component X-A-5, Component
X-A-6A-1, Component X-A-6A-2, Component
X-A-6B-1, Component X-A-6B-2, Component
X-A-PB-1, Component X-A-PB-2, Component
X-A-PB-3, Component X-A-PB-4, Component
X-A-7-1, Component X-A-7-2, Component
X-A-MFL, Component X-A-MFX, Component
X-A-J, Component X-B, Component X-C-1,
Component X-C-2, Component X-D-1,
Component X-D-2, Component X-D-3, Component
X-D-4, Component X-E-1, Component
X-E-2, Component X-E-3, Component X-F-1,
Component X-F-2, Component X-G-1,
Component X-G-2, Component X-H-1, Component
X-H-2, Component X-J, Component X-K,
Component X-L, Component X-M, Component
X-N, Component X-O and Component X-P.
"Component X-A-1-1": One of 65 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LA-1-1 as of any date of
determination.
"Component X-A-1-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-2 as of any
date of determination.
"Component X-A-1-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-3 as of any
date of determination.
"Component X-A-1-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-4 as of any
date of determination.
"Component X-A-1A-1": One of 65 components of the Class X-C
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LA-1A-1 as of any date of
determination.
"Component X-A-1A-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-2 as of any
date of determination.
"Component X-A-1A-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-3 as of any
date of determination.
"Component X-A-1A-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-4 as of any
date of determination.
"Component
X-A-1A-5": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-5 as of any
date of determination.
"Component X-A-1A-6": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-6 as of any
date of determination.
"Component X-A-1A-7": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-7 as of any
date of determination.
"Component X-A-1A-8": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-8 as of any
date of determination.
"Component X-A-1A-9": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-9 as of any
date of determination.
"Component X-A-1A-10": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-10 as of any
date of determination.
"Component X-A-1A-11": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-11 as of any
date of determination.
"Component X-A-1A-12": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-12 as of any
date of determination.
"Component X-A-1A-13": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-13 as of any
date of determination.
"Component X-A-1A-14": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-14 as of any
date of determination.
"Component X-A-1A-15": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-15 as of any
date of determination.
"Component X-A-2-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-1 as of any
date of determination.
"Component X-A-2-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-2 as of any
date of determination.
"Component X-A-2-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-3 as of any
date of determination.
"Component X-A-3SF-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3SF-1 as of any
date of determination.
"Component X-A-3SF-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3SF-2 as of any
date of determination.
"Component X-A-3SF-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3SF-3 as of any
date of determination.
"Component X-A-3SF-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3SF-4 as of any
date of determination.
"Component X-A-3SF-5": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3SF-5 as of any
date of determination.
"Component X-A-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4 as of any
date of determination.
"Component X-A-5": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-5 as of any
date of determination.
"Component X-A-6A-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-6A-1 as of any
date of determination.
"Component X-A-6A-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-6A-2 as of any
date of determination.
"Component X-A-6B-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-6B-1 as of any
date of determination.
"Component X-A-6B-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-6B-2 as of any
date of determination.
"Component X-A-7-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-7-1 as of any
date of determination.
"Component X-A-7-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-7-2 as of any
date of determination.
"Component X-A-J": One of the 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-J.
"Component X-A-MFL": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-MFL as of any
date of determination.
"Component X-A-MFX": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-MFX as of any
date of determination.
"Component X-A-PB-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-1 as of any
date of determination.
"Component X-A-PB-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-2 as of any
date of determination.
"Component X-A-PB-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-3 as of any
date of determination.
"Component X-A-PB-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-4 as of any
date of determination.
"Component X-B": One of 65 components of the Class X-C
Certificates
and one of 56 components of the Class X-P
Certificates having a Component
Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I
Regular Interest LB as of any date of
determination.
"Component X-C-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LC-1 as of any
date of determination.
"Component X-C-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LC-2 as of any
date of determination.
"Component X-D-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-1 as of any
date of determination.
"Component X-D-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-2 as of any
date of determination.
"Component X-D-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-3 as of any
date of determination.
"Component X-D-4": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-4 as of any
date of determination.
"Component X-E-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-1 as of any
date of determination.
"Component X-E-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-2 as of any
date of determination.
"Component X-E-3": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-3 as of any
date of determination.
"Component X-F-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any
date of determination.
"Component X-F-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LF-2 as of any
date of determination.
"Component X-G-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LG-1 as of any
date of determination.
"Component X-G-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LG-2 as of any
date of determination.
"Component X-H-1": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LH-1 as of any
date of determination.
"Component X-H-2": One of 65 components of the Class X-C
Certificates and one of 56 components of
the Class X-P Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LH-2 as of any
date of determination.
"Component X-J": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LJ as
of any date of determination.
"Component X-K": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LK as
of any date of determination.
"Component X-L": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LL as
of any date of determination.
"Component X-M": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LM as
of any date of determination.
"Component X-N": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LN as
of any date of determination.
"Component
X-O": One of 65 components of the Class X-C Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LO as
of any date of determination.
"Component X-P": One of 65 components of the Class X-C
Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Balance of REMIC I Regular Interest LP as
of any date of determination.]
"Controlling Class": With respect to each Mortgage Loan as of
any
date of determination, the Class of
Sequential Pay Certificates, (i) which bears
the latest payment priority and (ii) the
Class Principal Balance of which is
greater than 25% of the Original Class
Principal Balance thereof; provided,
however, that if no Class of Sequential Pay
Certificates satisfies clause (ii)
above, the Controlling Class shall be the
outstanding Class of Sequential Pay
Certificates bearing the latest payment
priority. With respect to determining
the Controlling Class, the Class A-1, Class
A-2, Class A-3SF, Class A-4, Class
A-5, Class A-6A, Class A-6B, Class A-PB,
Class A-7 and Class A-1A Certificates
shall be deemed a single Class of
Certificates. In addition, with respect to
determining the Controlling Class, the
Class A-MFL Certificates and the Class
A-MFX Certificates shall be deemed a single
Class of Certificates.
"Controlling Class Representative": As defined in Section
3.25(a).
"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 135 South
LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global
Securities and Trust Services Group - Wachovia
Bank Commercial Mortgage Trust, Series
2005-C20.
"Corrected Mortgage Loan": Any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and, if
applicable, any Companion Loan (other than a
Non-Serviced Companion Loan) that had been
a Specially Serviced Mortgage Loan
but has ceased to be a Specially Serviced
Mortgage Loan in accordance with the
definition of "Specially Serviced Mortgage
Loan."
"Corresponding Certificate": As defined in the Preliminary
Statement
with respect to any Corresponding Component
or any Corresponding REMIC I Regular
Interest.
"Corresponding Component": As defined in the Preliminary
Statement
with respect to any Corresponding
Certificate or any Corresponding REMIC I
Regular Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any
Class of Corresponding Certificates or
any Corresponding Component of the Class
X-C Certificates or Class X-P
Certificates. In the case of the Class
A-3SF and Class A-MFL Certificates,
"Corresponding Certificate" refers to the
Class A-3SF Regular Interest and the
Class A-MFL Regular Interest,
respectively.
"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 Debt Service
Coverage
Ratio for all remaining related Crossed
Loans for the four calendar quarters
immediately preceding the repurchase or
substitution is not less than the Debt
Service Coverage Ratio for all such related
Crossed Loans, including the
affected Crossed Loan, for the four
calendar quarters immediately preceding the
repurchase or substitution, (ii) the
Loan-to-Value Ratio for any remaining
related Crossed Loans determined at the
time of repurchase or substitution based
upon an Appraisal obtained by the Special
Servicer at the expense of the related
Mortgage Loan Seller is not greater than
the Loan-to-Value Ratio for all such
related Crossed Loans, including the
affected Crossed Loan, determined at the
time of repurchase or substitution based
upon an Appraisal obtained by the
Special Servicer at the expense of the
related Mortgage Loan Seller and (iii)
the Mortgage Loan Seller, at its expense,
shall have furnished the Trustee with
an Opinion of Counsel that the repurchase
of or substitution for a Crossed Loan,
including, without limitation, any
modification relating to such repurchase or
substitution, shall not cause an Adverse
REMIC Event.
"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, a
Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no
such custodian has been appointed or
if such custodian has been so appointed,
but the Trustee shall have terminated
such appointment, then the Trustee shall be
the Custodian.
"Cut-Off Date": With respect to any Mortgage Loan or Companion
Loan,
the Due Date for such Mortgage Loan or
Companion Loan in August 2005.
"Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal
balance of such Mortgage Loan or
Companion Loan as of the Cut-Off Date,
after application of all unscheduled
payments of principal received on or before
such date and the principal
component of all Periodic Payments due on
or before such date, whether or not
received.
"CWCapital": CWCapital LLC or its successor in interest.
"CWCapital Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of August
1, 2005, between the Depositor,
CWCMSI and CWCapital and relating to the
transfer of the CWCapital Mortgage
Loans to the Depositor.
"CWCapital Mortgage Loans": Each of the Mortgage Loans
transferred
and assigned to the Depositor pursuant to
the CWCapital Mortgage Loan Purchase
Agreement.
"CWCMSI": CWCapital Mortgage Securities I LLC or its successor
in
interest.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan,
as
of any date of determination, the ratio of
(x) the annualized Net Operating
Income (before payment of any debt service
on such Mortgage Loan) generated by
the related Mortgaged Property during the
most recently ended period of not less
than six months and not more than twelve
months for which financial statements,
if available (whether or not audited) have
been received by or on behalf of the
related Mortgage Loan Seller (prior to the
Closing Date) or the Master Servicer
or the Special Servicer (following the
Closing Date), to (y) twelve times the
amount of the Periodic Payment in effect
for such Mortgage Loan as of such date
of determination.
"Defaulted
Mortgage Loan": A Mortgage Loan (i) that is delinquent
sixty days or more in respect to a Periodic
Payment (not including the Balloon
Payment) or (ii) is delinquent in respect
of its Balloon Payment unless the
Master Servicer has, on or prior to the Due
Date of such Balloon Payment,
received written evidence from an
institutional lender of such lender's binding
commitment to refinance such Mortgage Loan
within 60 days after the Due Date of
such Balloon Payment (provided, that, if
such refinancing does not occur during
such time specified in the commitment, the
related Mortgage Loan will
immediately become a Defaulted Mortgage
Loan), 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 (iii) 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.
"Defeasance Collateral": With respect to any Defeasance Loan,
the
United States government securities
required or permitted to be pledged in lieu
of prepayment pursuant to the terms
thereof.
"Defeasance Loan": Any Mortgage Loan identified as a Defeasance
Loan
on the Mortgage Loan Schedule which permits
or requires the related Mortgagor
(or permits the holder of such Mortgage
Loan to require the related Mortgagor)
to pledge Defeasance Collateral to such
holder in lieu of prepayment.
"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": As defined in Section 5.03(a).
"Depositor": Wachovia Commercial Mortgage Securities, Inc. or
its
successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated
by Section 5.03(c). 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 Securities Exchange Act of
1934, as amended.
"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.
"Determination Date": The eleventh day of each month, or if
such
eleventh day is not a Business Day, the
Business Day immediately succeeding,
commencing in September 2005.
"Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor
Special Servicer mutually agreeable to
the Special Servicer, the Controlling Class
Representative and the applicable
Mortgage Loan Seller, or any successor in
interest thereto; provided that (a)
each such party is on the list of approved
special servicers by Moody's and
Fitch and on S&P's Select Servicer List
as a U.S. Commercial Mortgage Special
Servicer or (b) each Rating Agency has
confirmed in writing that contracting
with such Determination Party would not
result in a downgrade, qualification or
withdrawal of the then current rating
assigned to any of the Certificates that
are then currently rated by such Rating
Agency.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof, the management of such REO
Property, the holding of such REO Property
primarily for sale or lease or the
performance of any construction work
thereon, in each case other than through an
Independent Contractor; provided, however,
that the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of
the Trustee) shall not be considered
to Directly Operate an REO Property solely
because the Trustee (or the Special
Servicer or any Sub-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.
"Discount Rate": With respect to any prepaid Mortgage Loan or
REO
Loan for purposes of allocating any Yield
Maintenance Charge or Prepayment
Premium received thereon or with respect
thereto among (a) the respective
Classes of the Sequential Pay Certificates
(other than any Excluded Class
thereof) and/or (b) the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest, an amount, calculated by the
Master Servicer and reported to the
Trustee pursuant to Section 4.02(b), will
be equal to the discount rate stated
in the related Mortgage Loan documents used
in calculating the Yield Maintenance
Charge or Prepayment Premium with respect
to such principal prepayment. To the
extent that a discount rate is not stated
therein, the "Discount Rate" will
equal to the yield (when compounded
monthly) on the U.S. Treasury issue with a
maturity date closest to the maturity date
for such prepaid Mortgage Loan or REO
Loan. In the event there are two or more
such U.S. Treasury issues (a) with the
same coupon, the issue with the lowest
yield shall apply, and (b) with maturity
dates equally close to the maturity date
for the prepaid Mortgage Loan or REO
Loan, the issue with the earliest maturity
date shall apply.
"Disqualified Non-United States Persons": With respect to a
Class
R-I or Class R-II Certificate, any
Non-United States Person or agent thereof
other than (i) a Non-United States Person
that holds the Class R-I or Class R-II
Certificate in connection with the conduct
of a trade or business within the
United States and has furnished the
transferor and the Certificate Registrar
with an effective IRS Form W-8ECI (or
successor form) or (ii) a Non-United
States Person that has delivered to both
the transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
the transfer of the Class R-I or Class R-II
Certificate to it is in accordance
with the requirements of the Code and the
regulations promulgated thereunder and
that such transfer of the Class R-I or
Class R-II Certificate will not be
disregarded for federal income tax
purposes.
"Disqualified Organization": Any of the following: (i) the
United
States or a possession thereof, any State
or any political subdivision thereof,
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, except for FHLMC, a majority of
its board of directors is not selected
by any such governmental unit), (ii) a
foreign government, international
organization, or any agency or
instrumentality of either of the foregoing, (iii)
any organization (except certain farmers'
cooperatives described in Section 521
of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code
(unless such organization is subject to the
tax imposed by Section 511 of the
Code on unrelated business taxable income),
(iv) rural electric and telephone
cooperatives described in Section 1381 of
the Code or (v) any other Person so
designated by the Trustee or the
Certificate Registrar based upon an Opinion of
Counsel (which shall not be an expense of
the Trustee) that the holding of an
Ownership Interest in a Residual
Certificate by such Person may cause the Trust
Fund 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: (a) any
Class
of Sequential Pay Certificates (other than
the Class A-3SF and Class A-MFL
Certificates), the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest for any Distribution Date, the
Accrued Certificate Interest in respect
of such Class of Certificates, the Class
A-3SF Regular Interest or the Class
A-MFL Regular Interest, as applicable, for
such Distribution Date, reduced other
than with respect to the Class X
Certificates (to not less than zero) by (i) the
product of (A) any Net Aggregate Prepayment
Interest Shortfall for such
Distribution Date and (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
Sequential Pay Certificates (other than the
Class A-3SF and Class A-MFL
Certificates), the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest for such Distribution Date, and
(ii) with respect to each such Class,
such Class' share of any Certificate
Deferred Interest allocated to such Class
of Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest, as applicable in accordance with
Section 4.04(c); and (b) any Class of
Class X Certificates for any Distribution
Date, the Accrued Certificate Interest
in respect of such Class of Certificates
for such Distribution Date.
"Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the
Paying Agent on behalf of the Trustee
pursuant to Section 3.04(b) which shall be
entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series
2005-C20."
"Distribution Date": With respect to any Determination Date,
the
fourth Business Day following such
Determination Date.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date or any Companion Loan
on or prior to its maturity date, the
day of the month set forth in the related
Mortgage Note on which each Periodic
Payment on such Mortgage Loan or Companion
Loan is scheduled to be first due;
(ii) any Mortgage Loan after its Stated
Maturity Date or any Companion Loan
after its maturity date, the day of the
month set forth in the related Mortgage
Note on which each Periodic 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 Periodic Payment on the related
Mortgage Loan had been scheduled to be
first due.
"EDGAR": The Commission's Electronic Data Gathering, Analysis
and
Retrieval system.
"Eligible Account": Any of (i) an account maintained with a
federal
or state chartered depository institution
or trust company, and with respect to
deposits held for 30 days or more in such
account the (a) long-term deposit or
unsecured debt obligations of which are
rated at least (A) "Aa3" by Moody's (if
then rated by Moody's), (B) "AA-" by Fitch
(or "A-"; provided the short-term
unsecured debt obligations are rated at
least "F1" by Fitch) and (C) "AA-" by
S&P (or "A-"; provided the short-term
unsecured debt obligations are rated at
least "A-1" by S&P) (or, with respect
to any such Rating Agency, such lower
rating as will not result in qualification,
downgrading or withdrawal of the
ratings then assigned to the Certificates,
as evidenced in writing by the
applicable Rating Agency), at any time such
funds are on deposit therein, or
with respect to deposits held for less than
30 days in such account the (b)
short-term deposits of which are rated at
least "P-1" by Moody's (if then rated
by Moody's), "F1" by Fitch, "A-1" by
S&P (or, with respect to any such Rating
Agency, such lower rating as will not
result in qualification, downgrading or
withdrawal of the ratings then assigned to
the Certificates) as evidenced in
writing by the applicable Rating Agency at
any time such funds are on deposit
therein, or (ii) a segregated trust account
or accounts maintained with a
federal or state chartered depository
institution or trust company acting in its
fiduciary capacity, which, in the case of a
state chartered depository
institution or trust company, is subject to
regulations regarding fiduciary
funds on deposit therein substantially
similar to 12 CFR ss. 9.10(b), having in
either case a combined capital and surplus
of at least $50,000,000 and subject
to supervision or examination by federal or
state authority, or the use of such
account would not, in and of itself, cause
a qualification, downgrading or
withdrawal of the then-current rating
assigned to any Class of Certificates, as
confirmed in writing by each Rating
Agency.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, (i) Chapter 5
of the FNMA Multifamily Guide or any
successor provisions covering the same
subject matter in the case of a Specially
Serviced Mortgage Loan as to which the
related Mortgaged Property is multifamily
property or (ii) the American Society for
Testing and Materials in the case of
Specially Serviced Mortgage Loan as to
which the related Mortgaged Property is
not multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended, and any regulations and
administrative pronouncements thereunder.
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class
M, Class N, Class O or Class P 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 related to ERISA Restricted
Certificates 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 and the Code would permit transfer of
such Certificate to a Plan without
resulting in a non-exempt prohibited
transaction.
"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 rents (if
applicable) and other similar items in
respect of the related Mortgaged
Property.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Exchange Act": Securities Exchange Act of 1934, as amended.
"Excluded Class": Any Class of Sequential Pay Certificates
other
than the Class A-1 Certificates, Class A-2
Certificates, Class A-3SF
Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6A
Certificates, Class A-6B Certificates,
Class A-PB Certificates, Class A-7
Certificates, Class A-1A Certificates,
Class A-MFL Certificates, Class A-MFX
Certificates, Class A-J Certificates, Class
B Certificates, Class C
Certificates, Class D Certificates, Class E
Certificates, Class F Certificates,
Class G Certificates and Class H
Certificates.
"Exemptions": Department of Labor Prohibited Transaction
Exemption
("PTE") 96-22, Final Authorization Number
97-03E, PTE 89-88, PTE 90-29 and PTE
93-32, each as amended from time to time,
or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Freddie Mac or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted
Mortgage Loan (and, if applicable, any
defaulted Companion Loan) or REO Property
that there has been a recovery of all
Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries that
the Special Servicer has determined, in
accordance with the Servicing Standard,
will be ultimately recoverable (or in the
case of the 2005-C19 Serviced Mortgage
Loan, the LB-UBS 2005-C3 Serviced Mortgage
Loan and the MSCI 2005-HQ6 Serviced
Mortgage Loan, a "Final Recovery
Determination" as defined in the 2005-C19
Pooling and Servicing Agreement, the LB-UBS
2005-C3 Pooling and Servicing
Agreement and the MSCI 2005-HQ6 Pooling and
Servicing Agreement, respectively,
with respect to such Mortgage Loans).
"Fiscal Agent": ABN AMRO Bank N.V., or its successor in
interest.
"Fitch": Fitch, Inc., or its successor in interest. If Fitch nor
any
successor remains in existence, "Fitch"
shall be deemed to refer to such other
nationally recognized statistical rating
agency or other comparable Person
designated by the Depositor, notice of
which designation shall be given to the
Trustee, the Master Servicer and the
Special Servicer, and specific ratings of
Fitch herein referenced shall be deemed to
refer to the equivalent ratings of
the party so designated.
"FNMA": Federal National Mortgage Association or any successor.
"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,
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 segregated custodial account
or
accounts or subaccount of the Distribution
Account created and maintained by the
Paying Agent pursuant to Section 3.04(e) on
behalf of the Trustee in trust for
the Certificateholders, which shall be
entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series
2005-C20." Any such account shall be an
Eligible Account or a subaccount of an
Eligible Account.
"Grantor Trusts": Collectively, the Additional Interest Grantor
Trust, the Class A-3SF Grantor Trust and
the Class A-MFL Grantor Trust.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J
of
the Code and Treasury Regulations Section
301.7701-4(c).
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the
related Mortgaged Property or space
lease within such Mortgaged Property, the
lease agreement creating such
leasehold interest.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances,
including, without limitation, those so
identified pursuant to CERCLA or any other
federal, state or local environmental
related laws and regulations now existing
or hereafter enacted, and specifically
including, without limitation, asbestos and
asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon
gas, petroleum and petroleum products
and urea formaldehyde.
"Hilton Garden Inn - Staten Island, NY Companion Loan": That
certain
loan evidenced by a note, which is not an
asset of the Trust Fund, secured by
the Mortgaged Property securing the Hilton
Garden Inn - Staten Island, NY Loan.
"Hilton Garden Inn - Staten Island, NY Threshold Event":
"Threshold
Event" as such term is defined in the
Hilton Garden Inn - Staten Island, NY
Intercreditor Agreement.
"Hilton Garden Inn - Staten Island, NY Intercreditor Agreement":
The
Intercreditor and Servicing Agreement,
dated as of August 23, 2005, by and
between Wachovia Bank, National
Association, as Lead Lender and Wachovia Bank,
National Association, as Co-Lender relating
to the Hilton Garden Inn - Staten
Island, NY Loan Pair.
"Hilton Garden Inn - Staten Island, NY Loan" That certain
mortgage
loan which is included in the Trust Fund
(identified as loan number 32 on the
Mortgage Loan Schedule).
"Hilton Garden Inn - Staten Island, NY Loan Pair": The Hilton
Garden
Inn - Staten Island, NY Loan, together with
the Hilton Garden Inn - Staten
Island, NY Companion Loan.
"Holder": A Certificateholder.
"HUD-Approved Servicer": A servicer approved by the Secretary
of
Housing and Urban Development pursuant to
Section 207 of the National Housing
Act.
"Impound Reserve": As defined in Section 3.16(c) hereof.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special
Servicer, the Controlling Class
Representative, the Trustee, the Fiscal
Agent, any Companion Holder and any and
all Affiliates thereof, (ii) does not have
any direct financial interest in or
any material indirect financial interest in
any of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the
Special Servicer, the Controlling Class
Representative, the Trustee, the Fiscal
Agent, any Companion Holder or any
Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the
Controlling Class Representative, the
Special Servicer, the Trustee, the Fiscal
Agent, any Companion Holder 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 Depositor, the Mortgage
Loan Sellers, the Master Servicer, the
Controlling Class Representative, the
Special Servicer, the Trustee, the Fiscal
Agent or any Affiliate thereof merely
because such Person is the beneficial owner
of 1% or less of any class of
securities issued by the Depositor, the
Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the
Controlling Class Representative, the
Trustee, the Fiscal Agent or any Affiliate
thereof, as the case may be.
"Independent Appraiser": An Independent professional real
estate
appraiser who is a member in good standing
of the Appraisal Institute, and, if
the State in which the subject Mortgaged
Property is located certifies or
licenses appraisers, certified or licensed
in such State, and in each such case,
who has a minimum of five years experience
in the subject property type and
market.
"Independent Contractor": Any Person that would be an
"independent
contractor" with respect to REMIC I within
the meaning of Section 856(d)(3) of
the Code if REMIC I 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 percent 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 delivered, at no expense to the
Master Servicer, the Special Servicer, the
Trustee or the Trust Fund, to the
Trustee and the Master Servicer, so long as
REMIC I does not receive or derive
any income from such Person and provided
that the relationship between such
Person and REMIC I is at arm's length, all
within the meaning of Treasury
Regulations Section 1.856-4(b)(5), or any
other Person upon receipt by the
Trustee of an Opinion of Counsel, which
shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee
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.
"Institutional Accredited Investor": Institutional "accredited
investors" as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under
the Securities Act or any entity in which
all the equity holders fall within any
such subsections.
"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.
"Insurance Proceeds": Proceeds paid under any Insurance Policy,
to
the extent such proceeds are not applied to
the restoration of the related
Mortgaged Property, released to the
Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms
of the related Mortgage or lease, in
accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.08(c).
"Intercreditor Agreement": Each of the AmericasMart
Intercreditor
Agreement, the NGP Rubicon GSA Pool
Intercreditor Agreement, the 1000-1100
Wilson Intercreditor Agreement, the
Westfield San Francisco Centre Intercreditor
Agreement, the 101 Avenue of the Americas
Intercreditor Agreement, the U-Haul
Portfolio Intercreditor Agreement, the
Monument I at WorldGate Intercreditor
Agreement, the Hilton Garden Inn - Staten
Island, NY Intercreditor Agreement,
the Tollway Office Center II Intercreditor
Agreement and the Rapp Collins
Worldwide Building Intercreditor Agreement,
individually or collectively, as the
context may require.
"Interest Accrual Period": With respect to each Class of
Regular
Certificates, the Class A-3SF Regular
Interest or the Class A-MFL Regular
Interest or REMIC I Regular Interests and
any Distribution Date, the calendar
month immediately preceding the calendar
month in which such Distribution Date
occurs. Notwithstanding the foregoing, each
Interest Accrual Period is deemed to
consist of 30 days for purposes of
calculating interest on the Regular
Certificates, the REMIC I Regular
Interests, the Class A-3SF Regular Interest or
the Class A-MFL Regular Interest. With
respect to the Class A-3SF Certificates
and the Class A-MFL Certificates, interest
shall be calculated on an Actual/360
Basis and, for any Distribution Date, shall
be deemed to accrue during the
period from and including the Distribution
Date in the month preceding the month
in which the related Distribution Date
occurs (or, in the case of the first
Distribution Date, the Closing Date) to but
excluding the related Distribution
Date; provided, however, that if a Class
A-3SF Distribution Conversion or a
Class A-MFL Distribution Conversion has
occurred the Accrued Interest with
respect to the Class A-3SF Certificates and
the Class A-MFL Certificates shall
be the same for the Class A-3SF Regular
Interest and the Class A-MFL Regular
Interest, respectively.
"Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to
Section 3.04(c) in trust for
Certificateholders, which shall be entitled
"LaSalle Bank National Association,
as Trustee, on behalf of and in trust for
the registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates,
Series 2005-C20".
"Interest Reserve Amount": With respect to each Interest
Reserve
Loan and each Distribution Date that occurs
in February of each year and in
January of each year that is not a leap
year, an amount equal to one day's
interest at the related Mortgage Rate
(without regard to the second proviso in
the definition thereof) on the related
Stated Principal Balance as of the Due
Date in the month in which such
Distribution Date occurs (but prior to the
application of any amounts owed on such Due
Date), to the extent a Periodic
Payment or P&I Advance is made in
respect thereof for such Due Date as of the
related P&I Advance Date.
"Interest Reserve Loan": Each Mortgage Loan that is an
Actual/360
Mortgage Loan.
"Interested Person": The Depositor, any Mortgage Loan Seller,
the
Master Servicer, the Special Servicer, any
Independent Contractor hired by the
Special Servicer, any Holder of a
Certificate, each Companion Holder (but only
with respect to the related Co-Lender Loan)
or any Affiliate of any such Person.
"Internet Website": The Internet Websites maintained by the
Trustee
and, if applicable, the Master Servicer
initially located at "www.etrustee.net"
and "www.wachovia.com", respectively, or
such other address as provided to the
parties hereto from time to time.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and
Treasury regulations promulgated
thereunder.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon during
any Collection Period, other than
Penalty Interest, whether as payments,
Insurance Proceeds, Liquidation Proceeds
or otherwise, which represent late
collections of the principal and/or interest
portions of a Scheduled Payment (other than
a Balloon Payment) or an Assumed
Scheduled Payment in respect of such
Mortgage Loan or Companion Loan due or
deemed due on a Due Date in a previous
Collection Period, and not previously
recovered. With respect to any REO Loan,
all amounts received in connection with
the related REO Property during any
Collection Period, whether as Insurance
Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late
collections of the principal and/or
interest portions of a Scheduled Payment
(other than a Balloon Payment) or an
Assumed Scheduled Payment in respect of the
predecessor Mortgage Loan or of an Assumed
Scheduled Payment in respect of such
REO Loan due or deemed due on a Due Date in
a previous Collection Period and not
previously recovered.
"LIBOR": With respect to the Class A-3SF Certificates, the
Class
A-MFL Certificates and each Interest
Accrual Period, the rate for deposits in
U.S. Dollars, for a period equal to one
month, which appears on the Dow Jones
Market Service (formerly Telerate) Page
3750 as of 11:00 a.m., London time, on
the related LIBOR Determination Date. If
such rate does not appear on Dow Jones
Market Service Page 3750, the rate for that
Interest Accrual Period will be
determined on the basis of the rates at
which deposits in U.S. Dollars are
offered by any four major reference banks
in the London interbank market
selected by the Trustee to provide such
bank's offered quotation of such rates
at approximately 11:00 a.m., London time,
on the related LIBOR Determination
Date to prime banks in the London interbank
market for a period of one month,
commencing on the first day of such
Interest Accrual Period and in an amount
that is representative for a single such
transaction in the relevant market at
the relevant time. The Trustee will request
the principal London office of any
four major reference banks in the London
interbank market selected by the
Trustee to provide a quotation of such
rates, as offered by each such bank. If
at least two such quotations are provided,
the rate for that Interest Accrual
Period will be the arithmetic mean of the
quotations. If fewer than two
quotations are provided as requested, the
rate for that Interest Accrual Period
will be the arithmetic mean of the rates
quoted by major banks in New York City
selected by the Trustee, at approximately
11:00 a.m., New York City time, on the
LIBOR Determination Date with respect to
such Interest Accrual Period for loans
in U.S. Dollars to leading European banks
for a period equal to one month,
commencing on the LIBOR Determination Date
with respect to such Interest Accrual
Period and in an amount that is
representative for a single such transaction in
the relevant market at the relevant time.
The Trustee will determine LIBOR for
each Interest Accrual Period and the
determination of LIBOR by Trustee will be
binding absent manifest error.
"LIBOR Determination Date": (i) with respect to the initial
Interest
Accrual Period, the date that is two LIBOR
Business Days prior to the Closing
Date, and (ii) with respect to each
Interest Accrual Period thereafter, the date
that is two LIBOR Business Days prior to
the related Interest Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings
in U.S. Dollar deposits) in London,
England and New York, New York.
"LB-UBS 2005-C3 Controlling Class Representative": The
"Controlling
Class Representative" as defined in the
LB-UBS 2005-C3 Pooling and Servicing
Agreement.
"LB-UBS 2005-C3 Depositor": As defined in the Preliminary
Statement.
"LB-UBS 2005-C3 Majority Controlling Class Certificateholder":
The
"Majority Controlling Class
Certificateholder" as defined in the LB-UBS 2005-C3
Pooling and Servicing Agreement.
"LB-UBS 2005-C3 Master Servicer": As defined in the Preliminary
Statement.
"LB-UBS 2005-C3 Mortgage Loan Purchase Agreement": The
"Mortgage
Loan Purchase Agreement" as defined in the
LB-UBS 2005-C3 Pooling and Servicing
Agreement.
"LB-UBS 2005-C3 Pooling and Servicing Agreement": As defined in
the
Preliminary Statement.
"LB-UBS 2005-C3 Serviced Mortgage Loan": The 101 Avenue of the
Americas Loan.
"LB-UBS 2005-C3 Special Servicer": As defined in the
Preliminary
Statement.
"LB-UBS 2005-C3 Trustee": As defined in the Preliminary
Statement.
"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 a Mortgage Loan
Seller pursuant to the applicable
Mortgage Loan Purchase Agreement; or (iv)
such Mortgage Loan is purchased by the
Majority Subordinate Certificateholder, the
Companion Holders, the mezzanine
lenders or the Special Servicer pursuant to
Section 3.18(c), 3.18(d), 3.18(e) or
3.18(m), or by the Master Servicer, the
Special Servicer or the Majority
Subordinate Certificateholder pursuant to
Section 9.01. 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 or the
Majority Subordinate Certificateholder
pursuant to Section 9.01; or (iii) such
REO Property is purchased by the Companion
Holder as described in Section
3.18(d).
"Liquidation Fee": With respect to each Mortgage Loan and REO
Loan,
the fee payable to the Special Servicer out
of certain related recoveries
pursuant to the third paragraph of Section
3.11(c).
"Liquidation Fee Rate": With respect to all amounts set forth in
the
third paragraph of Section 3.11(c),
1.00%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the
Master Servicer or the Special
Servicer in connection with: (i) the taking
of all or a part of a Mortgaged
Property or REO Property by exercise of the
power of eminent domain or
condemnation, subject, however, to the
rights of any tenants and ground lessors,
as the case may be, and the rights of the
Mortgagor under the terms of the
related Mortgage; (ii) the liquidation of a
Mortgaged Property or other
collateral constituting security for a
Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any
portion thereof required to be released to
the related Mortgagor in accordance
with applicable law and the terms and
conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon
any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a
Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder, the
related Companion Holder, the
mezzanine lenders or the Special Servicer
pursuant to Section 3.18(c), Section
3.18(d), Section 3.18(e) or Section
3.18(m); (v) the repurchase of a Mortgage
Loan by a Mortgage Loan Seller pursuant to
the applicable Mortgage Loan Purchase
Agreement; (vi) the purchase of a Mortgage
Loan or REO Property by the Master
Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder
pursuant to Section 9.01; or (vii) the
purchase of an REO Property by the
Companion Holder pursuant to Section
3.18(d); or (viii) the remittance by the
applicable Mortgage Loan Seller of amounts
specified in Section 2.03(g).
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Principal Distribution Amount
attributable to Loan Group 1.
"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, that portion, if any, of
the Principal Distribution Amount
attributable to Loan Group 2.
"Loan Pair": Collectively, any Co-Lender Loan and its related
Companion Loan(s).
"Loan-to-Value 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 then current principal amount
of such Mortgage Loan, and the
denominator of which is the Appraised Value
of the related Mortgaged Property.
"Lockout Period": With respect to any Mortgage Note that
prohibits
the Mortgagor from prepaying such Mortgage
Loan until a date specified in such
Mortgage Note, the period from the Closing
Date until such specified date.
"Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of
Certificates (other than any Holder which is
an Affiliate of the Depositor or the
Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to
the Controlling Class; provided,
however, that, if there is no single Holder
of Certificates entitled to greater
than 50% of the Voting Rights allocated to
such Class, then the Majority
Subordinate Certificateholder shall be the
single Holder of Certificates with
the largest percentage of Voting Rights
allocated to such Class. With respect to
determining the Majority Subordinate
Certificateholder, the Class A-1
Certificates, the Class A-2 Certificates,
the Class A-3SF Certificates, the
Class A-4 Certificates, the Class A-5
Certificates, the Class A-6A Certificates,
the Class A-6B Certificates, the Class A-PB
Certificates, the Class A-7
Certificates and the Class A-1A
Certificates shall be deemed to be a single
Class of Certificates, with such Voting
Rights allocated among the Holders of
Certificates of such Classes in proportion
to the respective Certificate
Principal Balances of such Certificates as
of such date of determination. With
respect to determining the Majority
Subordinate Certificateholder, the Class
A-MFL Certificates and the Class A-MFX
Certificates shall be deemed to be a
single Class of Certificates, with such
Voting Rights allocated among the
Holders of the Certificates of such Classes
in proportion to the respective
Certificate Principal Balances of such
Certificates as of such date of
determination.
"Master Servicer": Wachovia Bank, National Association, its
successor in interest (including the
Trustee as successor pursuant to Section
7.02), or any successor master servicer
appointed as herein provided.
"Master Servicing Fee": With respect to each Mortgage Loan and
REO
Loan the fee payable to the Master Servicer
pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to each Mortgage Loan
the
percentage set forth under the column
"Master Servicing Fee Rate" on the
Mortgage Loan Schedule.
"Material Core Documents": As defined in Section 2.03.
"Money Term": With respect to any Mortgage Loan, the maturity
date,
Mortgage Rate, Stated Principal Balance,
amortization term or payment frequency
thereof or any provision thereof requiring
the payment of a Prepayment Premium
or Yield Maintenance Charge in connection
with a Principal Prepayment (but not
any late fees or default interest
provisions).
"Monument I at WorldGate Companion Loan": That certain loan
evidenced by a note, which is not an asset
of the Trust Fund, secured by the
Mortgaged Property securing the Monument I
at WorldGate Loan.
"Monument I at WorldGate Control Appraisal Period": "Control
Appraisal Period" as such term is defined
in the Monument I at WorldGate
Intercreditor Agreement.
"Monument I at WorldGate Controlling Holder": The holder of a
"Controlling Interest" as such term is
defined under the Monument I at WorldGate
Intercreditor Agreement.
"Monument I at WorldGate Intercreditor Agreement": The
Intercreditor
and Servicing Agreement, dated as of May
27, 2005, by and between Wachovia Bank,
National Association, as Lead Lender and
Caplease LP, as Co-Lender relating to
the Monument I at WorldGate Loan Pair.
"Monument I at WorldGate Loan" That certain mortgage loan which
is
included in the Trust Fund (identified as
loan number 19 on the Mortgage Loan
Schedule).
"Monument I at WorldGate Loan Pair": The Monument I at
WorldGate
Loan, together with the Monument I at
WorldGate Companion Loan.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest. If Moody's nor any successor
remains in existence, "Moody's" shall be
deemed to refer to such other nationally
recognized statistical rating agency or
other comparable Person designated by the
Depositor, notice of which designation
shall be given to the Trustee, the Master
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, the mortgage, deed
of
trust, deed to secure debt or similar
instrument that secures the Mortgage Note
and creates a lien on the fee or leasehold
interest in the related Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
to which the Mortgage Rate has been reduced
through a modification and any
Distribution Date, the amount by which (a)
interest accrued at such reduced rate
is less than (b) the amount of interest
that would have accrued on such Mortgage
Loan at the Mortgage Rate before such
reduction, to the extent such amount has
been added to the outstanding principal
balance of such Mortgage Loan.
"Mortgage File": With respect to any Mortgage Loan, collectively
the
following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and
all
intervening endorsements thereon, endorsed on its face or by
allonge
attached thereto (without recourse, representation or warranty,
express or implied) to the order of "LaSalle Bank National
Association, as trustee for the registered holders of Wachovia
Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C20", or in blank (or a lost note
affidavit and indemnity with a copy of such Mortgage Note
attached
thereto);
(ii) an original or copy of the Mortgage, together with any
and all intervening assignments thereof, in each case (unless
not
yet returned by the applicable recording office) with evidence
of
recording indicated thereon or certified by the applicable
recording
office;
(iii) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage),
together
with any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office)
with
evidence of recording indicated thereon or certified by the
applicable recording office;
(iv) an original executed assignment, in recordable form
(except for any missing recording information), of (a) the
Mortgage,
(b) 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 (a)) and (c) any other recorded
document relating to the Mortgage Loan otherwise included in
the
Mortgage File, in favor of "LaSalle Bank National Association,
as
trustee for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-C20", or in blank;
(v) an original assignment of all unrecorded documents
relating to the Mortgage Loan (to the extent not already
assigned
pursuant to clause (iv) above), in favor of "LaSalle Bank
National
Association, as trustee for the registered holders of Wachovia
Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C20", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption and substitution agreements in those instances where
the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the Mortgage Loan has been assumed
or
consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued
or
located, an original or copy of an irrevocable, binding
commitment
(which may be a marked version of the policy that has been
executed
by an authorized representative of the title company, a "pro
forma"
title policy, or an agreement to provide the same pursuant to
binding escrow instructions executed by an authorized
representative
of the title company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing satisfactory to the Trustee of any prior UCC
Financing Statements in favor of the originator of such
Mortgage
Loan or in favor of any assignee prior to the Trustee (but only
to
the extent the Mortgage Loan Seller had possession of such UCC
Financing Statements prior to the Closing Date) and, if there is
an
effective UCC Financing Statement and continuation statement in
favor of the Mortgage Loan Seller on record with the applicable
public office for UCC Financing Statements, an original UCC
Amendment, in form suitable for filing in favor of "LaSalle
Bank
National Association, as trustee for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C20, as assignee", or in
blank;
(ix) an original or copy of (A) any Ground Lease, Memorandum
of Ground Lease and ground lessor estoppel, and (B) any loan
guaranty or indemnity and (c) any environmental insurance
policy;
(x) any intercreditor agreement relating to permitted debt
(including, without limitation, mezzanine debt) of the
Mortgagor;
(xi) copies of any loan agreement, escrow agreement or
security agreement relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer
documents relating to such Mortgage Loan;
(xiii) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and applicable
transfer
or assignment documents; and
(xiv) with respect to any Companion Loan, all of the above
documents with respect to such Companion Loan and the related
Intercreditor Agreement; provided that a copy of each Mortgage
Note
relating to such Companion Loan, rather than the original, shall
be
provided, and no assignments shall be provided;
provided that, whenever the term "Mortgage
File" is used to refer to documents
actually received by the Trustee or by a
Custodian on its behalf, such term
shall not be deemed to include such
documents required to be included therein
unless they are actually so received, and
with respect to any receipt or
certification by the Trustee or the
Custodian for documents described in clauses
(vi) and (ix) (solely with respect to any
guaranty) of this definition, shall be
deemed to include only such documents to
the extent the Trustee or Custodian has
actual knowledge of their existence.
Notwithstanding the foregoing, with respect to the AmericasMart
Loan, the 101 Avenue of the Americas Loan
and the U-Haul Portfolio Loan, the
"Mortgage File" will consist of the
original note (or lost note affidavit, if
applicable) specified in clause (i) above,
and a photocopy of each additional
document in the Mortgage File held by the
2005-C19 Trustee, the LB-UBS 2005-C3
Trustee and the MSCI 2005-HQ6 Trustee,
respectively. However, if the custodian
on any of the aforementioned transactions
is the Custodian on this transaction,
photocopies do not need to be made of the
Mortgage Files for that particular
transaction.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trust Fund pursuant to Section 2.01
and listed on the Mortgage Loan
Schedule 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 security
documents contained in the related Mortgage
File. Unless otherwise indicated, as
used in this Agreement, the term "Mortgage
Loan" does not include any Companion
Loan.
"Mortgage Loan Purchase Agreement": Each of the Wachovia
Mortgage
Loan Purchase Agreement, the Artesia
Mortgage Loan Purchase Agreement and the
CWCapital Mortgage Loan Purchase Agreement,
individually or collectively, as the
context may require.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
REMIC I, attached hereto as Exhibit B
and in a computer readable format. Such
list shall set forth the following
information with respect to each Mortgage
Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, county, state and zip
code)
and name
of the related Mortgaged Property;
(iii) the Cut-Off Date Balance;
(iv) the amount of the Periodic Payment due on the first Due
Date
following
the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) original term to stated maturity, (B) remaining term
to
stated
maturity and (C) the Stated Maturity Date and, in the case of
an
ARD Loan,
the Anticipated Repayment Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the original and remaining amortization term;
(ix) whether the Mortgage Loan is secured by a Ground Lease;
(x) the Master Servicing Fee Rate;
(xi) whether such Mortgage Loan is an ARD Loan and if so the
Anticipated Repayment Date and Additional Interest Rate for such
ARD Loan;
(xii) the related Mortgage Loan Seller;
(xiii) whether such Mortgage Loan is insured by an
environmental
policy;
(xiv) whether such Mortgage Loan is cross-defaulted or
cross-collateralized with any other Mortgage Loan;
(xv) whether such Mortgage Loan is a Defeasance Loan;
(xvi) whether the Mortgage Loan is secured by a letter of
credit;
(xvii) whether such Mortgage Loan is an Interest Reserve Loan;
(xviii) whether payments on such Mortgage Loan are made to a
lock-box;
(xix) the amount of any Reserve Funds escrowed in respect of
each
Mortgage
Loan;
(xx) the number of units or square feet related to the
Mortgaged
Property;
(xxi) the number of grace days after the Due Date until
Periodic
Payments
incur late payment charges; and
(xxii) the applicable Loan Group to which such Mortgage Loan
belongs.
"Mortgage Loan Seller": Each of Wachovia, Artesia, CWCMSI and
CWCapital, or their respective successors
in interest, individually or
collectively as the context may
require.
"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, or any renewal, substitution or
replacement of such note.
"Mortgage Pool": Collectively, all of the Mortgage Loans and
any
successor REO Loans.
"Mortgage Rate": With respect to (i) any Mortgage Loan on or
prior
to its Stated Maturity Date, the fixed
annualized rate, not including any
Additional Interest Rate, at which interest
is scheduled (in the absence of a
default) to accrue on such Mortgage Loan
from time to time in accordance with
the related Mortgage Note and applicable
law; (ii) any Mortgage Loan after its
Stated Maturity Date, the annualized rate
described in clause (i) above
determined without regard to the passage of
such Stated Maturity Date, but
giving effect to any modification thereof
as contemplated by Section 3.20; and
(iii) any REO Loan, the annualized rate
described in clause (i) or (ii), as
applicable, above determined as if the
predecessor Mortgage Loan had remained
outstanding; provided, however, that if any
Mortgage Loan does not accrue
interest on the basis of a 360-day year
consisting of twelve 30-day months,
then, solely for purposes of calculating
the Pass-Through Rates, the Mortgage
Rate of such Mortgage Loan for any
one-month period preceding a related Due Date
will be the annualized rate at which
interest would have to accrue in respect of
such Mortgage Loan on the basis of a
360-day year consisting of twelve 30-day
months in order to produce the aggregate
amount of interest actually accrued
(exclusive of Penalty Interest or
Additional Interest) in respect of such
Mortgage Loan during such one-month period
at the related Mortgage Rate;
provided, however, that, solely for the
purposes of calculating the Pass-Through
Rates, with respect to each Interest
Reserve Loan, the Mortgage Rate for the
one-month period (A) preceding the Due
Dates that occur in January and February
in any year which is not a leap year or
preceding the Due Date that occurs in
February in any year which is a leap year
will be determined exclusive of the
Interest Reserve Amounts for such months
(in each case unless such Due Date
occurs in a January or February in which
the final Distribution Date occurs),
and (B) preceding the Due Date in March,
and in the event the final Distribution
Date occurs in February or, if such year is
not a leap year, in January,
preceding the Due Date in such February or
January, will be determined inclusive
of the Interest Reserve Amounts for the
immediately preceding February and, if
applicable, January; provided, further,
that, if the Mortgage Rate of the
related Mortgage Loan has been modified in
connection with a bankruptcy or
similar proceeding involving the related
Mortgagor or a modification, waiver or
amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20,
solely for purposes of calculating the
Pass-Through Rate, the Mortgage Rate for
such Mortgage Loan shall be calculated
without regard to such event.
"Mortgaged Property": The 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
and/or, in the case of an indemnity deed of
trust, the entity which granted the
lien on such Mortgaged Property.
"MSCI 2005-HQ6 Operating Advisor": The "Operating Advisor" as
defined in the MSCI 2005-HQ6 Pooling and
Servicing Agreement.
"MSCI 2005-HQ6 Depositor": As defined in the Preliminary
Statement.
"MSCI 2005-HQ6 Master Servicer": As defined in the Preliminary
Statement.
"MSCI 2005-HQ6
Mortgage Loan Purchase Agreement": The "Mortgage Loan
Purchase Agreement" as defined in the MSCI
2005-HQ6 Pooling and Servicing
Agreement.
"MSCI 2005-HQ6 Paying Agent": As defined in the Preliminary
Statement.
"MSCI 2005-HQ6 Pooling and Servicing Agreement": As defined in
the
Preliminary Statement.
"MSCI 2005-HQ6 Serviced Mortgage Loan": The U-Haul Portfolio
Loan.
"MSCI 2005-HQ6 Special Servicer": As defined in the Preliminary
Statement.
"MSCI 2005-HQ6 Trustee": As defined in the Preliminary
Statement.
"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 Collection
Period, exceeds (b) the aggregate amount
deposited by the Master Servicer in the
Certificate Account for such Distribution
Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest
Shortfalls on the Mortgage Loans. For
purposes of calculating the Prepayment
Interest Shortfall with respect to the
AmericasMart Loan, the 101 Avenue of the
Americas Loan and the U-Haul Portfolio
Loan, Prepayment Interest Shortfalls will
be allocated in accordance with the
2005-C19 Pooling and Servicing Agreement,
the LB-UBS 2005-C3 Pooling and
Servicing Agreement and the MSCI 2005-HQ6
Pooling and Servicing Agreement,
respectively. The portion of such shortfall
allocated to either the AmericasMart
Loan, the 101 Avenue of the Americas Loan
or the U-Haul Portfolio Loan, net of
amounts payable by the 2005-C19 Master
Servicer, the LB-UBS 2005-C3 Master
Servicer and the MSCI 2005-HQ6 Master
Servicer, respectively, will be included
in the Net Aggregate Prepayment Interest
Shortfall. For purposes of calculating
the Prepayment Interest Shortfall with
respect to the Monument I at WorldGate
Loan, the Hilton Garden Inn - Staten
Island, NY Loan, the Tollway Office Center
II Loan and the Rapp Collins Worldwide
Building Loan, Prepayment Interest
Shortfalls will be allocated first to the
promissory note evidencing the related
Subordinate Companion Loan, if any, and
second to the promissory note evidencing
the related Co-Lender Loan. The portion of
such shortfall allocated to each of
the Monument I at WorldGate Loan, the
Hilton Garden Inn - Staten Island, NY
Loan, the Tollway Office Center II Loan and
the Rapp Collins Worldwide Building
Loan, net of amounts payable by the Master
Servicer, will be included in the Net
Aggregate Payment Interest Shortfall. For
purposes of calculating the Prepayment
Interest Shortfall with respect to the
Westfield San Francisco Centre Loan, the
NGP Rubicon GSA Pool Loan or the 1000 &
1100 Wilson Loan, such Prepayment
Interest Shortfall will be calculated with
respect to both, and allocated pro
rata between the promissory notes related
to, the related Mortgage Loan and its
related Pari Passu Companion Loan. The
portion of such shortfall allocated to
the related Pari Passu Mortgage Loans, net
of amounts payable by the Master
Servicer, will be included in the Net
Aggregate Prepayment Interest Shortfall.
"Net Investment Earnings": With respect to (i) the Certificate
Account, any Servicing Account, any Special
Reserve Account, any Reserve Account
or the REO Account (if any) for any
Collection Period and (ii) the Distribution
Account, the Interest Reserve Account, the
Additional Interest Account, the
Class A-3SF Floating Rate Account, the
Class A-MFL Floating Rate Account and the
Companion Distribution Account (if any) for
the related Distribution Date, the
amount, if any, by which the aggregate of
all interest and other income realized
during such Collection Period with respect
to the accounts described in clause
(i) above and as of such related
Distribution Date with respect to the accounts
described in clause (ii) above on funds
held in such accounts, exceeds the
aggregate of all losses, if any, incurred
during such Collection Period with
respect to the accounts described in clause
(i) above and as of such related
Distribution Date with respect to the
accounts described in clause (ii) above in
connection with the investment of such
funds in accordance with Section 3.06.
"Net
Investment Loss": With respect to (i) the Certificate Account,
any Servicing Account, any Special Reserve
Account, any Reserve Account or the
REO Account (if any) for any Collection
Period and (ii) the Distribution
Account, the Interest Reserve Account, the
Additional Interest Account, the
Class A-3SF Floating Rate Account, the
Class A-MFL Floating Rate Account and the
Companion Distribution Account (if any) for
the related Distribution Date, the
amount by which the aggregate of all
losses, if any, incurred during such
Collection Period with respect to the
accounts described in clause (i) above and
as of such related Distribution Date with
respect to the accounts described in
clause (ii) above in connection with the
investment of funds held in such
accounts in accordance with Section 3.06,
exceeds the aggregate of all interest
and other income realized during such
Collection Period with respect to the
accounts described in clause (i) above and
as of such related Distribution Date
with respect to the accounts described in
clause (ii) above on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or any
REO
Loan, as of any date of determination, a
rate per annum equal to the related
Mortgage Rate minus the sum of the Trustee
Fee Rate and the applicable Master
Servicing Fee Rate.
"Net Operating Income" or "NOI": As defined in and determined
in
accordance with the provisions of Exhibit E
attached hereto.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of REMIC
I, including any lease renewed,
modified or extended on behalf of such
REMIC if such REMIC has the right to
renegotiate the terms of such lease.
"NGP Rubicon GSA Pool Intercreditor Agreement": The
Intercreditor
and Servicing Agreement, dated as of August
23, 2005, by and among Artesia
Mortgage Capital Corporation, as Note A-1
Lender, and Artesia Mortgage Capital
Corporation, as Note A-2 Lender, relating
to the NGP Rubicon GSA Pool Whole
Loan.
"NGP Rubicon GSA Pool Loan": That certain mortgage loan which
is
included in the Trust Fund (identified as
loan number 2 on the Mortgage Loan
Schedule).
"NGP Rubicon GSA Pool Pari Passu Companion Loan": That certain
loan
evidenced by a note, which is not an asset
of the Trust Fund, secured by the
Mortgaged Property securing the NGP Rubicon
GSA Pool Loan and pari passu with
the NGP Rubicon GSA Pool Loan.
"NGP Rubicon GSA Pool Whole Loan": The NGP Rubicon GSA Pool
Loan,
together with the NGP Rubicon GSA Pool Pari
Passu Companion Loan.
"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 Standard or
the standards applicable to the Trustee or
Fiscal Agent 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 Standard 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 recoverable from
the portion of Late Collections,
Insurance Proceeds or Liquidation Proceeds
in respect of the pool of the
Mortgage Loans or REO Loans allocable to
principal, or any other recovery on or
in respect of the pool of Mortgage Loans or
REO Loans allocable to principal.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of any
Mortgage Loan or any REO Loan by the
Master Servicer, the Trustee or the Fiscal
Agent, as the case may be, or, in the
case of the 2005-C19 Serviced Mortgage
Loan, made by the 2005-C19 Master
Servicer, the Trustee or the Fiscal Agent,
as applicable, that, as determined by
the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent or the
2005-C19 Master Servicer, as applicable, in
accordance with the Servicing
Standard (in the case of the Master
Servicer or the Special Servicer) or the
"Servicing Standard" as defined in the
2005-C19 Pooling and Servicing Agreement
(in the case of the 2005-C19 Master
Servicer) or the standard of care set forth
in Section 8.01(a) (with respect to the
Trustee) or in the Fiscal Agent's
reasonable good faith judgment (with
respect to the Fiscal Agent), as
applicable, with respect to such P&I
Advance will not be ultimately recoverable
from Late Collections, Insurance Proceeds
or Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage
Loan, REO Loan or 2005-C19 Serviced
Mortgage Loan; provided that the Master
Servicer will be permitted to
conclusively rely upon any such
nonrecoverability determination made by the
Special Servicer.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan, REO Loan or Companion
Loan by the Master Servicer, the Special
Servicer, the Trustee or the Fiscal
Agent, as the case may be (or, in the case
of the 2005-C19 Serviced Mortgage
Loan, the LB-UBS 2005-C3 Serviced Mortgage
Loan or the MSCI 2005-HQ6 Serviced
Mortgage Loan, made by the 2005-C19 Master
Servicer, the LB-UBS 2005-C3 Master
Servicer, the MSCI 2005-HQ6 Master Servicer
or the MSCI 2005-HQ6 Special
Servicer, as applicable), that, as
determined by the Master Servicer, the
Special Servicer, the Trustee, the Fiscal
Agent or the 2005-C19 Master Servicer,
the LB-UBS 2005-C3 Master Servicer or the
MSCI 2005-HQ6 Master Servicer, as
applicable, in accordance with the
Servicing Standard (in the case of the Master
Servicer or the Special Servicer) or the
"Servicing Standard" as defined in the
2005-C19 Pooling and Servicing Agreement
(in the case of the 2005-C19 Master
Servicer), or the "Servicing Standard" as
defined in the LB-UBS 2005-C3 Pooling
and Servicing Agreement (in the case of the
LB-UBS 2005-C3 Master Servicer) or
the "Servicing Standard" as defined in the
MSCI 2005-HQ6 Pooling and Servicing
Agreement (in the case of the MSCI 2005-HQ6
Master Servicer or the MSCI 2005-HQ6
Special Servicer) or the standard of care
set forth in Section 8.01(a) (with
respect to the Trustee), or in the Fiscal
Agent's reasonable good faith judgment
(with respect to the Fiscal Agent), as
applicable, will not be ultimately
recoverable from Late Collections,
Insurance Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such
Mortgage Loan, Companion Loan, REO
Property or the 2005-C19 Serviced Mortgage
Loan, the LB-UBS 2005-C3 Serviced
Mortgage Loan or the MSCI 2005-HQ6 Serviced
Mortgage Loan, as applicable;
provided that the Master Servicer will be
permitted to conclusively rely upon
any such nonrecoverability determination
made by the Special Servicer.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X, Class E, Class
F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class O,
Class P, Class Z, Class R-I or Class R-II
Certificate.
"Non-Serviced Companion Loans": Each of the AmericasMart Pari
Passu
Companion Loan, the 101 Avenue of the
Americas Pari Passu Companion Loan and the
U-Haul Portfolio Pari Passu Companion
Loan.
"Non-Serviced Mortgage Loans": Each of the AmericasMart Loan,
the
101 Avenue of the Americas Loan and the
U-Haul Portfolio Loan.
"Non-United States Person": Any Person other than a United
States
Person.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special
Servicer, as the case may be, or by a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel (which
counsel
may be a salaried counsel for the
Depositor, the Master Servicer or the Special
Servicer) acceptable to and delivered to
the Trustee or the Master Servicer, as
the case may be, except that any opinion of
counsel relating to (a) the
qualification of REMIC I or REMIC II as a
REMIC; (b) the qualification of the
Grantor Trusts as a grantor trust; (c)
compliance with the REMIC Provisions or
the Grantor Trust Provisions or (d) the
resignation of the Master Servicer or
the Special Servicer pursuant to Section
6.04 must be an opinion of counsel who
is in fact Independent of the Master
Servicer, the Special Servicer or the
Depositor, as applicable.
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class
of
Regular Certificates (other than the Class
X Certificates), the Class A-3SF
Regular Interest or the Class A-MFL Regular
Interest, the Original Class
Principal Balance thereof as of the Closing
Date, in each case as specified in
the Preliminary Statement.
"Original Class X-C Notional Amount": $3,663,837,891.
"Original Class X-P Notional Amount": $3,531,024,000.
"Original Notional Amount": The Original Class X-C Notional
Amount
or the Original Class X-P Notional Amount,
as the context requires.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer, the Trustee, the
Fiscal Agent or the 2005-C19 Master
Servicer pursuant to Section 4.03(a), (b)
and (f) as applicable.
"P&I Advance Date": The Business Day immediately preceding
each
Distribution Date.
"Pari Passu Companion Loan": Each of the AmericasMart Pari
Passu
Companion Loan, the NGP Rubicon GSA Pool
Pari Passu Companion Loan, the 1000 and
1100 Wilson Pari Passu Companion Loan, the
Westfield San Francisco Centre Pari
Passu Companion Loan, the 101 Avenue of the
Americas Pari Passu Companion Loan
and the U-Haul Portfolio Pari Passu
Companion Loan.
"Pari Passu Loan Intercreditor Agreement": Each of the
AmericasMart
Intercreditor Agreement, the NGP Rubicon
GSA Pool Intercreditor Agreement, the
1000 & 1100 Wilson Intercreditor
Agreement, the Westfield San Francisco Centre
Intercreditor Agreement, the 101 Avenue of
the Americas Intercreditor Agreement
and the U-Haul Portfolio Intercreditor
Agreement.
"Pari Passu Mortgage Loan": Each of the AmericasMart Loan, the
NGP
Rubicon GSA Pool Loan, the 1000 & 1100
Wilson Loan, the Westfield San Francisco
Centre Loan, the 101 Avenue of the Americas
Loan and the U-Haul Portfolio Loan.
"Pass-Through Rate": With respect to:
(i) the Class A-1 Certificates for any Distribution Date,
4.879% per annum;
(ii) the Class A-2 Certificates for any Distribution Date,
4.519% per annum;
(iii) the Class A-3SF Certificates (A) for any Distribution
Date on which a Class A-3SF Distribution Conversion has not
occurred
and is not continuing, a per annum rate equal to LIBOR plus
0.13%
and (B) for any Distribution Date on which a Class A-3SF
Distribution Conversion has occurred and is continuing, 4.878%
per
annum;
(iv) the Class A-3SF Regular Interest for any Distribution
Date, 4.878% per annum;
(v) the Class A-4 Certificates for any Distribution Date, the
lesser of (1) 5.285% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(vi) the Class A-5 Certificates for any Distribution Date, the
lesser of (1) 5.087% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(vii) the Class A-6A Certificates for any Distribution Date,
the lesser of (1) 5.110% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(viii) the Class A-6B Certificates for any Distribution Date,
the lesser of (1) 5.111% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(ix) the Class A-PB Certificates for any Distribution Date,
the lesser of (1) 5.090% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(x) the Class A-7 Certificates for any Distribution Date, the
lesser of (1) 5.118% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xi) the Class A-1A Certificates for any Distribution Date,
the lesser of (1) 5.109% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xii) the Class A-MFL Certificates (A) for any Distribution
Date on which a Class A-MFL Distribution Conversion has not
occurred
and is not continuing, a per annum rate equal to LIBOR plus
0.25%;
provided, however, that interest payments on the Class A-MFL
Certificates will be reduced on each Distribution Date by an
amount
corresponding to the excess, if any, of (i) interest payments
calculated at the principal balance of the Class A-MFL
Certificates
at 5.124% per annum over (ii) interest payments calculated at a
per
annum rate equal to the Weighted Average Net Mortgage Rate for
such
date and (B) for any Distribution Date on which a Class A-MFL
Distribution Conversion has occurred and is continuing, the
lesser
of (1) 5.124% per annum and (2) the Weighted Average Net
Mortgage
Rate for such date;
(xiii) the Class A-MFL Regular Interest for any Distribution
Date, the lesser of (1) 5.124% per annum and (2) the Weighted
Average Net Mortgage Rate for such date;
(xiv) the Class A-MFX Certificates for any Distribution Date,
the lesser of (1) 5.179% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xv) the Class A-J Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date minus 0.10%
for
that date;
(xvi) the Class B Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date minus 0.02%
for
that date;
(xvii) the Class C Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xviii) the Class D Certificates for any Distribution Date,
the Weighted Average Net Mortgage Rate for such date;
(xix) the Class E Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xx) the Class F Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xxi) the Class
G Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xxii) the Class H Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date;
(xxiii) the Class J Certificates for any Distribution Date,
the lesser of (1) 4.884% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xxiv) the Class K Certificates for any Distribution Date, the
lesser of (1) 4.884% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxv) the Class L Certificates for any Distribution Date, the
lesser of (1) 4.884% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxvi) the Class M Certificates for any Distribution Date, the
lesser of (1) 4.884% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxvii) the Class N Certificates for any Distribution Date,
the lesser of (1) 4.884% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xxviii)
the Class O Certificates for any Distribution Date,
the lesser of (1) 4.884% per annum and (2) the Weighted Average
Net
Mortgage Rate for such date;
(xxix) the Class P Certificates for any Distribution Date, the
lesser of (1) 4.884% per annum and (2) the Weighted Average Net
Mortgage Rate for such date;
(xxx) the Class X-C Certificates (1) for the initial
Distribution Date, 0.045% per annum, (2) for any subsequent
Distribution Date, unless a Class X-C Pass Through Rate
Reduction
Period exists, the weighted average of the Class X-C Strip Rates
for
the respective Class X-C Components for such Distribution Date
and
(3) during any Class X-C Pass-Through Rate Reduction Period,
the
excess, if any, of (i) the weighted average of the Class X-C
Strip
Rates for the respective Class X-C Strip Rates for the
respective
Class X-C 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)
minus (ii) the Class X-C Pass Through Rate Reduction
Percentage;
provided, however, that the Pass-Through Rate applicable to the
Class X-C Certificates, in no circumstance shall be less than
zero;
provided, further, that the Pass-Through Rate of the regular
interest in REMIC II represented by the Class X-C Certificates
shall
not reduced by clause (iii) above, and
(xxxi) the Class X-P Certificates for the initial Distribution
Date, 0.256% per annum, and for any subsequent Distribution
Date,
the weighted average of the Class X-P Strip Rates for the
respective
Class X-P 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).
"Paying Agent": The paying agent appointed pursuant to Section
8.16.
If no such paying agent has been appointed
or if such paying agent has been so
appointed but the Trustee has terminated
such appointment, then the Trustee
shall be the Paying Agent.
"Penalty Interest": With respect to any Mortgage Loan or
Companion
Loan (or successor REO Loan), any amounts
collected thereon, other than late
payment charges, Additional Interest,
Prepayment Premiums or Yield Maintenance
Charges, that represent penalty interest
(arising out of a default) in excess of
interest on the Stated Principal Balance of
such Mortgage Loan or Companion Loan
(or successor REO Loan) accrued at the
related Mortgage Rate.
"Percentage Interest": With respect to any Regular Certificate,
the
Class A-SF Certificates or the Class A-MFL
Certificates, the portion of the
relevant Class evidenced by such
Certificate, expressed as a percentage, the
numerator of which is the Certificate
Principal Balance or Certificate Notional
Amount, as the case may be, of such
Certificate as of the Closing Date, as
specified on the face thereof, and the
denominator of which is the Original
Class Principal Balance or Original
Notional Amount, as the case may be, of the
relevant Class. With respect to a Residual
Certificate or Class Z Certificate,
the percentage interest in distributions to
be made with respect to the relevant
Class, as stated on the face of such
Certificate.
"Periodic Payment": With respect to any Mortgage Loan or
Companion
Loan as of any Due Date, the scheduled
payment of principal and/or interest on
such Mortgage Loan or Companion Loan
(exclusive of Additional Interest),
including any Balloon Payment, that is
actually payable by the related Mortgagor
from time to time under the terms of the
related Mortgage Note (as such terms
may be changed or modified in connection
with a bankruptcy or similar proceeding
involving the related Mortgagor or by
reason of a modification, waiver or
amendment granted or agreed to by the
Special Servicer pursuant to Section
3.20).
"Permitted Investments": Any one or more of the following
obligations or securities (including
obligations or securities of the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof (having original maturities
of
not more than 365 days); provided such obligations are backed by
the
full faith and credit of the United States. Such obligations must
be
limited to those instruments that have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary or change or
be
liquidated prior to maturity. Interest may either be fixed or
variable. If such interest is variable, interest must be tied to
a
single interest rate index plus a single fixed spread (if any),
and
move proportionately with that index;
(ii) repurchase obligations with respect to any security
described in clause (i) above (having original maturities of
not
more than 365 days); provided that the short-term deposit or
debt
obligations, of the party agreeing to repurchase such
obligations
are rated in the highest rating categories of each of S&P,
Moody's
and Fitch or such lower rating as will not result in
qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies.
In
addition, its terms must have a predetermined fixed dollar amount
of
principal due at maturity that cannot vary or change. Interest
may
either be fixed or variable. If such interest is variable,
interest
must
be tied to a single interest rate index plus a single fixed
spread (if any), and move proportionately with that index;
(iii) certificates of deposit, time deposits, demand deposits
and bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof
(having
original maturities of not more than 365 days), the short term
obligations of which are rated in the highest rating categories
of
each of S&P, Moody's and Fitch or such lower rating as will
not
result in qualification, downgrading or withdrawal of the
ratings
then assigned to the Certificates, as evidenced in writing by
the
Rating Agencies. In addition, its terms should have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary
or
change. In addition, its terms must have a predetermined fixed
dollar amount of principal due at maturity that cannot vary or
change. Interest may either be fixed or variable. If such
interest
is variable, interest must be tied to a single interest rate
index
plus a single fixed spread (if any), and move proportionately
with
that index;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof (or if not so incorporated,
the
commercial paper is United States Dollar denominated and
amounts
payable thereunder are not subject to any withholding imposed by
any
non-United States jurisdiction) which is rated in the highest
rating
category of each of S&P, Moody's and Fitch or such lower rating
as
will not result in qualification, downgrading or withdrawal of
the
ratings then assigned to the Certificates, as evidenced in
writing
by the Rating Agencies. The commercial paper by its terms must
have
a predetermined fixed dollar amount of principal due at
maturity
that cannot vary or change. In addition, its terms must have a
predetermined fixed dollar amount of principal due at maturity
that
cannot vary or change. Interest may either be fixed or variable.
If
such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and
move
proportionately with that index;
