EXECUTION COPY
STRUCTURED ASSET SECURITIES CORPORATION II,
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master Servicer
and
MIDLAND LOAN SERVICES, INC.,
as Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
and
ABN AMRO BANK N.V.,
as Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of October 11, 2005
----------
$2,411,620,305
LB-UBS Commercial Mortgage Trust 2005-C7
Commercial Mortgage Pass-Through Certificates,
Series 2005-C7
TABLE OF CONTENTS
PAGE
----
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN ADJUSTMENTS
TO THE
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
SECTION 1.01.
Defined
Terms..............................................................................................11
SECTION 1.02.
General Interpretive
Principles...........................................................................121
SECTION 1.03.
Certain Adjustments to the Principal Distributions on the
Certificates....................................122
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Creation of Trust; Conveyance of Trust Mortgage
Loans.....................................................125
SECTION 2.02.
Acceptance of Trust Fund by
Trustee.......................................................................129
SECTION 2.03.
Repurchase of Trust Mortgage Loans for Document Defects and
Breaches of Representations and Warranties....131
SECTION 2.04.
Representations, Warranties and Covenants of the
Depositor................................................142
SECTION 2.05.
Acceptance of Grantor Trust Assets by Trustee; Issuance of the
Class V Certificates.......................144
SECTION 2.06.
Acceptance of Loan REMICs by Trustee; Execution, Authentication and
Delivery of Class R-LR
Certificates; Creation of Loan REMIC Regular
Interests.................................................144
SECTION 2.07.
Conveyance of Loan REMIC Regular
Interests................................................................145
SECTION 2.08.
Execution, Authentication and Delivery of Class R-I Certificates;
Creation of REMIC I Regular Interests...145
SECTION 2.09.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee................................146
SECTION 2.10.
Execution, Authentication and Delivery of Class R-II Certificates;
Creation of REMIC II
Regular
Interests......................................................................................146
SECTION 2.11.
Conveyance of REMIC II Regular Interests; Acceptance of REMIC III
by Trustee..............................146
SECTION 2.12.
Execution, Authentication and Delivery of REMIC III
Certificates..........................................146
SECTION 2.13.
Acceptance of Loss of Value Reserve Fund by
Trustee.......................................................147
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage
Loans......................................................................148
SECTION 3.02.
Collection of Mortgage Loan
Payments......................................................................150
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts; Reserve Accounts..................153
SECTION 3.04.
Pool Custodial Account, Defeasance Deposit Account, Collection
Account, Interest Reserve Account,
Excess Liquidation Proceeds Account and Loss of Value Reserve
Fund.....................................155
SECTION 3.04A.
Loan Combination Custodial Accounts for Serviced Loan
Combinations........................................161
SECTION 3.05.
Permitted Withdrawals From the Pool Custodial Account, the
Collection Account, the Interest
Reserve Account and the Excess Liquidation Proceeds
Account............................................163
SECTION 3.05A.
Permitted Withdrawals From the Loan Combination Custodial
Accounts........................................171
SECTION 3.06.
Investment of Funds in the Collection Account, the Servicing
Accounts, the Reserve Accounts,
the Defeasance Deposit Account, the Custodial Accounts, the REO
Accounts, the Interest Reserve
Account and the Excess Liquidation Proceeds
Account....................................................182
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage; Environmental Insurance....185
SECTION 3.08.
Enforcement of Alienation
Clauses.........................................................................189
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required Appraisals;
Appraisal Reduction Calculation...........194
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files.............................................198
SECTION 3.11.
Servicing Compensation; Payment of Expenses; Certain Matters
Regarding Servicing Advances.................200
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of Certain Reports.....................208
SECTION 3.12A.
Preparation and Delivery of Certain Statements and Reports to the
Serviced Non-Trust Mortgage
Loan
Noteholders.......................................................................................212
SECTION 3.13.
Annual Statement as to
Compliance.........................................................................214
SECTION 3.14.
Reports by Independent Public
Accountants.................................................................214
SECTION 3.15.
Access to Certain
Information.............................................................................216
SECTION 3.16.
Title to REO Property; REO
Accounts.......................................................................217
SECTION 3.17.
Management of REO
Property................................................................................219
SECTION 3.18.
Sale of Trust Mortgage Loans and Administered REO
Properties..............................................222
SECTION 3.19.
Additional Obligations of the Master Servicer and Special Servicer;
Obligations to Notify
Ground Lessors and Hospitality Franchisors; the Special Servicer's
Right to Request the
Master Servicer to Make Servicing Advances; Mortgagor Enforcement
Actions..............................228
SECTION 3.20.
Modifications, Waivers, Amendments and Consents;
Defeasance...............................................232
SECTION 3.21.
Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping........................240
SECTION 3.22.
Sub-Servicing
Agreements..................................................................................242
SECTION 3.23.
Representations and Warranties of the Master
Servicer.....................................................245
SECTION 3.24.
Representations and Warranties of the Special
Servicer....................................................246
SECTION 3.25.
Certain Matters Regarding the Purchase of the Trust Mortgage Loan
in a Loan Combination...................248
SECTION 3.26.
Application of Default
Charges............................................................................248
SECTION 3.27.
Purchase Option and Cure Rights of the Class CM
Representative............................................252
SECTION 3.28.
Purchase Option and Cure Rights of the Class SP
Representative............................................253
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions.............................................................................................255
SECTION 4.02.
Statements to Certificateholders and
Others...............................................................270
SECTION 4.03.
P&I Advances With Respect to the Mortgage
Pool............................................................278
SECTION 4.04.
Allocations of Realized Losses and Additional Trust Fund
Expenses.........................................285
SECTION 4.05.
Various Reinstatement
Amounts.............................................................................287
SECTION 4.06.
Calculations..............................................................................................289
SECTION 4.07.
Use of
Agents.............................................................................................289
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates..........................................................................................290
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates.....................................................290
SECTION 5.03.
Book-Entry
Certificates...................................................................................298
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen
Certificates.........................................................300
SECTION 5.05.
Persons Deemed
Owners.....................................................................................300
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..............................................301
SECTION 6.02.
Continued Qualification and Compliance of Master Servicer; Merger,
Consolidation or Conversion of
Depositor, Master Servicer or Special
Servicer.........................................................301
SECTION 6.03.
Limitation on Liability of Depositor, Master Servicer and Special
Servicer................................302
SECTION 6.04.
Resignation of Master Servicer and the Special
Servicer...................................................303
SECTION 6.05.
Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
Noteholders in Respect of the
Master Servicer and the Special
Servicer...............................................................304
SECTION 6.06.
Depositor, Master Servicer and Special Servicer to Cooperate with
Trustee.................................304
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer.................................304
SECTION 6.08.
Depositor, Master Servicer and Trustee to Cooperate with Special
Servicer.................................305
SECTION 6.09.
Designation of Special Servicer and Controlling Class
Representative, Class CM Representative and
Class SP Representative; Replacement of Special Servicer by the
Controlling Class and Others...........305
SECTION 6.10.
Master Servicer or Special Servicer as Owner of a
Certificate.............................................311
SECTION 6.11.
Certain Powers of the Controlling Class Representative and the
Class CM Representative....................312
SECTION 6.12.
Certain Matters Regarding the Serviced Loan
Combinations..................................................316
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of Default and Outside Servicer
Defaults...........................................................323
SECTION 7.02.
Trustee to Act; Appointment of
Successor..................................................................331
SECTION 7.03.
Notification to
Certificateholders........................................................................332
SECTION 7.04.
Waiver of Events of Default and Outside Servicer
Defaults.................................................333
SECTION 7.05.
Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default..........................333
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of
Trustee.........................................................................................334
SECTION 8.02.
Certain Matters Affecting
Trustee.........................................................................335
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.........336
SECTION 8.04.
Trustee and Fiscal Agent May Own
Certificates.............................................................336
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of and by
Trustee...........................................337
SECTION 8.06.
Eligibility Requirements for
Trustee......................................................................338
SECTION 8.07.
Resignation and Removal of
Trustee........................................................................338
SECTION 8.08.
Successor
Trustee.........................................................................................340
SECTION 8.09.
Merger or Consolidation of Trustee and Fiscal
Agent.......................................................340
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee.............................................................340
SECTION 8.11.
Appointment of
Custodians.................................................................................341
SECTION 8.12.
Appointment of Authenticating
Agents......................................................................342
SECTION 8.13.
Appointment of Tax
Administrators.........................................................................343
SECTION 8.14.
Access to Certain
Information.............................................................................344
SECTION 8.15.
Reports to the Securities and Exchange Commission and Related
Reports.....................................345
SECTION 8.16.
Representations and Warranties of
Trustee.................................................................352
SECTION 8.17.
The Fiscal
Agent..........................................................................................353
SECTION 8.18.
Representations and Warranties of Fiscal
Agent............................................................354
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans....................................356
SECTION 9.02.
Additional Termination
Requirements.......................................................................359
SECTION 9.03.
Outside Administered REO
Properties.......................................................................360
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC
Administration......................................................................................361
SECTION 10.02.
Grantor Trust
Administration..............................................................................364
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment.................................................................................................367
SECTION 11.02.
Recordation of Agreement;
Counterparts....................................................................369
SECTION 11.03.
Limitation on Rights of
Certificateholders................................................................369
SECTION 11.04.
Governing Law; Consent to
Jurisdiction....................................................................370
SECTION 11.05.
Notices...................................................................................................370
SECTION 11.06.
Severability of
Provisions................................................................................371
SECTION 11.07.
Grant of a Security
Interest..............................................................................371
SECTION 11.08.
Streit
Act................................................................................................372
SECTION 11.09.
Successors and Assigns;
Beneficiaries.....................................................................372
SECTION 11.10.
Article and Section
Headings..............................................................................373
SECTION 11.11.
Notices to Rating
Agencies................................................................................373
SECTION 11.12.
Complete
Agreement........................................................................................375
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
I
Trust Mortgage Loan Schedule
II
Representations and Warranties of the Depositor
III
Exceptions to the Representations and Warranties of the Depositor
IV
Schedule of Environmentally Insured Mortgage Loans
V
Schedule of Initial Deposit Mortgage Loans
VI
Schedule of Mortgage Loans Secured by a Hospitality Property or
Nursing Facility
VII
Schedule of Early Defeasance Mortgage Loans
VIII
Schedule of Reference Rates
IX
Schedule of Class A-AB Planned Principal Balances
X
Schedule of Additional Mortgage Loan Origination Documents
XI
Schedule of Additional Section 2.03 Documents
Exhibit No.
Exhibit Description
------------
-------------------
A-1
Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
A-2
Form of Class X-CP Certificate
A-3
Form of Class X-CL Certificate
A-4
Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
A-5
Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificate
A-6
Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
A-7
Form of Class V Certificate
A-8
Form of Class [SP-1] [SP-2] [SP-3] [SP-4] [SP-5] [SP-6] [SP-7]
[CM-1] [CM-2 [CM-3] [CM-4] Certificate
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Form of Loan Payoff Notification Report
F-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G-1
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2
Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1
Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and Acknowledgment
I-2
Form of Acknowledgment of Proposed Special Servicer
J
Form of UCC-1 Financing Statement Schedule
K
Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
L-1
Form of Information Request/Investor Certification for Website
Access from Certificate
-vi-
Exhibit No.
Exhibit Description
------------
-------------------
[Holder] [Owner]
L-2
Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M
Form of Defeasance Certification
N
Form of Seller/Depositor Notification
O
Form of Controlling Class Representative Confidentiality
Agreement
P
Form of Trustee Backup Certification
Q
Form of Master Servicer Backup Certification
R
Form of Special Servicer Backup Certification
S
Form of Outside Master Servicer Notice
-vii-
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of October 11, 2005, among STRUCTURED ASSET SECURITIES
CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer,
MIDLAND LOAN SERVICES, INC., 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 the Certificates, which are to be
issued
hereunder in multiple Classes and which in the aggregate will
evidence the
entire beneficial ownership interest in the Trust Fund.
As provided herein, the Trustee will elect to treat each Early
Defeasance Trust Mortgage Loan, if any, as the primary asset of a
separate REMIC
for federal income tax purposes, and each such REMIC will be
designated as a
"Loan REMIC". The Class R-LR Certificates (if issued in accordance
with Section
2.06) will represent the sole class of "residual interests" in each
and every
Loan REMIC, if any, for purposes of the REMIC Provisions under
federal income
tax law. A separate Loan REMIC Regular Interest will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, each Early
Defeasance
Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan
REMIC Regular
Interest, if any, issued with respect to, and relating to, an Early
Defeasance
Trust Mortgage Loan in a Loan REMIC, shall also relate to any
successor REO
Trust Mortgage Loan with respect to such Early Defeasance Trust
Mortgage Loan.
Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric
designation
that is the same as the loan number for the related Early
Defeasance Trust
Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii)
accrue
interest at the related per annum rate described in the definition
of "Loan
REMIC Remittance Rate"; and (iii) have an initial Uncertificated
Principal
Balance equal to the Cut-off Date Balance of the related Early
Defeasance Trust
Mortgage Loan. The Legal Final Distribution Date of each Loan REMIC
Regular
Interest, if any, is the Distribution Date immediately following
the third
anniversary of the end of the remaining amortization term (as
determined as of
the Closing Date) of the related Early Defeasance Trust Mortgage
Loan. None of
the Loan REMIC Regular Interests (if issued in accordance with
Section 2.06)
will be certificated. Notwithstanding the foregoing, however, if
the Trust Fund
does not include Early Defeasance Trust Mortgage Loans, then (i)
there will be
no Loan REMICs, (ii) neither the Class R-LR Certificates nor any
Loan REMIC
Regular Interests will be issued and (iii) the provisions of
Section 2.06(b)
will apply.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of
the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any
collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after
their
respective Anticipated Repayment Dates), any Loan REMIC Regular
Interests 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. Two separate REMIC I Regular Interests will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, the Station
Place I Trust
Mortgage Loan, and such REMIC I Regular Interests will bear the
alphabetic
designations "SP-A" and "SP-B", respectively. The Station Place I
Trust Mortgage
Loan consists of two loan components, and each of REMIC I Regular
Interest SP-A
and REMIC I Regular Interest SP-B will correspond to a separate
loan component
of the Station Place I Trust Mortgage Loan. REMIC I Regular
Interest SP-A will
relate to Station Place I Trust Mortgage Loan Component A-1a, and
REMIC I
Regular Interest SP-B will relate to Station Place I Trust Mortgage
Loan Component A-1b. Two separate REMIC I Regular Interests will,
on the Closing
Date, also be issued with respect to, and will thereafter relate
to, the
Cherryvale Mall Trust Mortgage Loan, and such REMIC I Regular
Interests will
bear the alphabetic designations "CM-A" and "CM-B", respectively.
In addition, a
separate REMIC I Regular Interest will, on the Closing Date, be
issued with
respect to, and will thereafter relate to, each other Trust
Mortgage Loan
included in REMIC I and each Loan REMIC Regular Interest, if any,
included in
REMIC I. Each REMIC I Regular Interest issued with respect to, and
relating to,
a Trust Mortgage Loan in REMIC I, shall also relate to any
successor REO Trust
Mortgage Loan with respect to such Trust Mortgage Loan and, more
specifically,
in the case of each of REMIC I Regular Interest SP-A and REMIC I
Regular
Interest SP-B, shall continue to relate to the applicable loan
component of any
successor REO Trust Mortgage Loan with respect to the Station Place
I Trust
Mortgage Loan. Each REMIC I Regular Interest issued with respect
to, and
relating to, any Loan REMIC Regular Interest, shall also relate to
the Early
Defeasance Trust Mortgage Loan and any successor REO Trust Mortgage
Loan
corresponding to such Loan REMIC Regular Interest. Each REMIC I
Regular Interest
shall: (i) except as otherwise described above with respect to
REMIC I Regular
Interest SP-A, REMIC I Regular Interest SP-B, REMIC I Regular
Interest CM-A and
REMIC I Regular Interest CM-B, bear a numeric designation that is
the same as
the loan number for the related Trust Mortgage Loan set forth on
the Trust
Mortgage Loan Schedule; (ii) accrue interest at a per annum rate
described in
the definition of "REMIC I Remittance Rate"; and (iii) have an
initial
Uncertificated Principal Balance equal to (A) $$40,360,000 in the
case of REMIC
I Regular Interest SP-A, (B) $63,000,000 in the case of REMIC I
Regular Interest
SP-B, (C) $84,000,000 in the case of REMIC I Regular Interest CM-A,
(D)
$10,000,000 in the case of REMIC I Regular Interest CM-B, and (E)
the Cut-off
Date Balance of the related Trust Mortgage Loan in the case of each
other REMIC
I Regular Interest. The Legal Final Distribution Date of each of
the REMIC I
Regular Interests is the Distribution Date immediately following
the third
anniversary of the end of the remaining amortization term (as
determined as of
the Closing Date) of the related Trust Mortgage Loan. None of the
REMIC I
Regular Interests will be certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting 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
represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. The Legal Final Distribution Date for
each REMIC
II Regular Interest is the latest Rated Final Distribution Date.
None of the
REMIC II Regular Interests will be certificated. Each REMIC II
Regular Interest
shall accrue interest at a per annum rate described in the
definition of "REMIC
II Remittance Rate". The following table sets forth the designation
and the
initial Uncertificated Principal Balance for each of the REMIC II
Regular
Interests.
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II Regular
Interests
Interests
-------------------------------
-------------------------------------
A-1-1
$69,979,000
A-1-2
$30,021,000
A-1A-1
$ 3,973,000
A-1A-2
$ 4,033,000
A-1A-3
$ 7,640,000
A-1A-4
$ 7,201,000
A-1A-5
$53,770,000
A-1A-6
$ 4,463,000
-2-
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II Regular
Interests
Interests
-------------------------------
-------------------------------------
A-1A-7
$ 19,168,000
A-1A-8
$ 69,937,000
A-2-1
$ 38,800,000
A-2-2
$129,655,000
A-2-3
$176,545,000
A-3
$ 48,000,000
A-AB-1
$
2,730,000
A-AB-2
$123,270,000
A-4-1
$139,823,000
A-4-2
$ 86,262,000
A-4-3
$ 67,799,000
A-4-4
$553,965,000
A-M
$233,862,000
A-J
$195,859,000
B
$ 14,154,000
C
$ 35,197,000
D-1
$ 11,551,000
D-2
$ 17,781,000
E-1
$
2,846,000
E-2
$ 20,619,000
F
$ 23,465,000
G
$ 26,398,000
H
$ 17,539,000
J
$ 17,540,000
K
$ 23,386,000
L
$
8,770,000
M
$ 11,693,000
N
$
2,923,000
P
$
2,924,000
Q
$
5,846,000
S
$
5,847,000
T
$ 23,386,305
SP-1
$
3,905,000
SP-2
$ 12,719,000
SP-3
$ 12,378,000
SP-4
$
3,919,000
SP-5
$
7,839,000
SP-6
$
8,818,000
SP-7
$ 13,422,000
CM-1
$
1,012,000
CM-2
$
5,038,000
CM-3
$
956,000
CM-4
$
2,994,000
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III". The Class R-III Certificates will
evidence the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Interest Certificates (exclusive of
-3-
the Class X-CL and Class X-CP Certificates), each REMIC III
Component of the
Class X-CL Certificates and each REMIC III Component of the Class
X-CP
Certificates will be designated as a separate "regular interest" in
REMIC III.
The Legal Final Distribution Date for each Class of Regular
Interest
Certificates (exclusive of the Class X-CL and Class X-CP
Certificates), for each
REMIC III Component of the Class X-CL Certificates and for each
REMIC III
Component of the Class X-CP Certificates is the latest Rated Final
Distribution
Date. Each Class of Regular Interest Certificates (exclusive of the
Class X-CL
and Class X-CP Certificates), each REMIC III Component of the Class
X-CL
Certificates and each REMIC III Component of the Class X-CP
Certificates will
accrue interest at the per annum rate described in the definition
of
"Pass-Through Rate." The following table sets forth the Class
designation and
original Class Principal Balance for each Class of the Regular
Interest
Certificates.
-4-
Class
Original Class
Designation of Regular Interest
Principal Balance of Regular Interest
Certificate Classes
Certificate Classes
-------------------------------
-------------------------------------
Class A-1
$100,000,000
Class A-2
$345,000,000
Class A-3
$ 48,000,000
Class A-AB
$126,000,000
Class A-4
$847,849,000
Class A-1A
$170,185,000
Class A-M
$233,862,000
Class A-J
$195,859,000
Class B
$ 14,154,000
Class C
$ 35,197,000
Class D
$ 29,332,000
Class E
$ 23,465,000
Class F
$ 23,465,000
Class G
$ 26,398,000
Class H
$ 17,539,000
Class J
$ 17,540,000
Class K
$ 23,386,000
Class L
$
8,770,000
Class M
$ 11,693,000
Class N
$
2,923,000
Class P
$
2,924,000
Class Q
$
5,846,000
Class S
$
5,847,000
Class T
$ 23,386,305
Class X-CL
(1)
Class X-CP
(2)
Class SP-1
$
3,905,000
Class SP-2
$ 12,719,000
Class SP-3
$ 12,378,000
Class SP-4
$
3,919,000
Class SP-5
$
7,839,000
Class SP-6
$
8,818,000
Class SP-7
$ 13,422,000
Class CM-1
$
1,012,000
Class CM-2
$
5,038,000
Class CM-3
$
956,000
Class CM-4
$
2,994,000
----------
(1)
The Class X-CL Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CL Certificates will have
a Class Notional Amount which will be equal to the aggregate of
the Component Notional Amounts of the Class X-CL REMIC III
Components from time to time. As more specifically provided
herein, interest in respect of the Class X-CL Certificates will
consist of the aggregate amount of interest
-5-
accrued on the respective Component Notional Amounts of the Class
X-CL REMIC III Components from time to time.
(2)
The Class X-CP Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CP Certificates will have
a Class Notional Amount which will be equal to the aggregate of
the Component Notional Amounts of the Class X-CP REMIC III
Components from time to time. As more specifically provided
herein, interest in respect of the Class X-CP Certificates will
consist of the aggregate amount of interest accrued on the
respective Component Notional Amounts of the Class X-CP REMIC III
Components from time to time.
As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor
Trust
Assets, if any, maintains its status as a grantor trust under the
Code. The
Class V Certificates (if issued in accordance with Section 2.05)
will represent
the entire beneficial ownership of the Grantor Trust Assets.
Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust
Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will
not be
issued and the provisions of Section 2.05(b) will apply.
The Initial Pool Balance will be $2,411,620,305.
There exists one Trust Mortgage Loan (the "200 Park Avenue Trust
Mortgage Loan"), with a Cut-off Date Balance of $285,131,898, that
is evidenced
by a Mortgage Note designated as the Second Amended and Restated
Promissory Note
A-3 and is, together with two (2) other mortgage loans that will
not be part of
the Trust Fund (such two (2) other mortgage loans, collectively,
the "200 Park
Avenue Non-Trust Mortgage Loans"), secured on a collective basis by
the same
Mortgage encumbering the property identified on the Trust Mortgage
Loan Schedule
as 200 Park Avenue (the "200 Park Avenue Mortgaged Property"). The
200 Park
Avenue Non-Trust Mortgage Loans consist of: (i) one mortgage loan
(the "200 Park
Avenue Note A-1 Non-Trust Mortgage Loan") that has an unpaid
principal balance
as of the Cut-off Date of $329,736,204, is evidenced by a Mortgage
Note
designated as the Second Amended and Restated Promissory Note A-1
and is, as of
the Closing Date, together with various other commercial and
multifamily
mortgage loans, included in a commercial mortgage securitization
(the "LB-UBS
Series 2005-C3 Securitization") involving the issuance of the
LB-UBS Commercial
Mortgage Trust 2005-C3, Commercial Mortgage Pass-Through
Certificates, Series
2005-C3 (the "LB-UBS Series 2005-C3 Certificates"); and (ii) an
additional
mortgage loan (the "200 Park Avenue Note A-2 Non-Trust Mortgage
Loan") that has
an unpaid principal balance as of the Cut-off Date of $285,131,898,
is evidenced
by a Mortgage Note designated as the Second Amended and Restated
Promissory Note
A-2 and is, as of the Closing Date, together with various other
commercial and
multifamily mortgage loans, included in a commercial mortgage
securitization
(the "LB-UBS Series 2005-C5 Securitization") involving the issuance
of the
LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
Pass-Through
Certificates, Series 2005-C5 (the "LB-UBS Series 2005-C5
Certificates"). The 200
Park Avenue Trust Mortgage Loan and the 200 Park Avenue Non-Trust
Mortgage Loans
collectively constitute the "200 Park Avenue Loan Combination"
(which term shall
include any group of successor REO Mortgage Loans or other
comparable deemed
mortgage loans with respect to those three (3) Mortgage Loans).
The relative rights of the respective lenders in respect of the 200
Park Avenue Loan Combination are set forth in a co-lender agreement
dated as of
June 13, 2005 (as amended, restated, supplemented or otherwise
modified from
time to time, the "200 Park Avenue Co-Lender Agreement"),
-6-
between the holder of the Mortgage Note for the 200 Park Avenue
Trust Mortgage
Loan and the respective holders of the Mortgage Notes for the 200
Park Avenue
Non-Trust Mortgage Loans. As of the Closing Date, the entire 200
Park Avenue
Loan Combination is to be serviced and administered in accordance
with a pooling
and servicing agreement, dated as of June 13, 2005 (together with
any successor
servicing agreement provided for under the 200 Park Avenue
Co-Lender Agreement,
as any such servicing agreement may be amended, restated,
supplemented or
otherwise modified from time to time, the "200 Park Avenue
Servicing
Agreement"), between Structured Asset Securities Corporation II, as
depositor,
Wells Fargo Bank, National Association, as master servicer (in such
capacity,
and together with any successor master servicers in respect of the
200 Park
Avenue Loan Combination, the "200 Park Avenue Master Servicer"),
J.E. Robert
Company, Inc., as special servicer (in such capacity, and together
with any
successor special servicers in respect of the 200 Park Avenue Loan
Combination,
the "200 Park Avenue Special Servicer"), LaSalle Bank National
Association, as
trustee (in such capacity, and together with any successor trustees
under such
pooling and servicing agreement, the "200 Park Avenue Trustee"),
and ABN AMRO
Bank N.V., as fiscal agent.
There exists one Trust Mortgage Loan (the "Courtyard by Marriott
Trust
Mortgage Loan"), with a Cut-off Date Balance of $177,900,000, that
is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note
A-3) and is,
together with four (4) other mortgage loans that will not be part
of the Trust
Fund (such four (4) other mortgage loans, collectively, the
"Courtyard by
Marriott Non-Trust Mortgage Loans"), secured on a collective basis
by the same
Mortgage encumbering the properties collectively identified on the
Trust
Mortgage Loan Schedule as Courtyard by Marriott Portfolio
(collectively, the
"Courtyard by Marriott Mortgaged Property"). The Courtyard by
Marriott Non-Trust
Mortgage Loans consist of: (i) one (1) mortgage loan (the
"Courtyard by Marriott
Note A-1 Mortgage Loan") that has an unpaid principal balance as of
the Cut-off
Date of $164,200,000, is evidenced by a Mortgage Note designated as
Promissory
Note (Replacement Note A-1), consists of two (2) loan components
and is, as of
the Closing Date, together with various other commercial and
multifamily
mortgage loans, included in the LB-UBS Series 2005-C3
Securitization, which
involves the issuance of the LB-UBS Series 2005-C3 Certificates;
(ii) one (1)
mortgage loan (the "Courtyard by Marriott Note A-2 Non-Trust
Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of
$177,900,000, is
evidenced by a Mortgage Note designated as Promissory Note
(Replacement Note
A-2) and is, as of the Closing Date, together with various other
commercial and
multifamily mortgage loans, included in the LB-UBS Series 2005-C5
Securitization, which involves the issuance of the LB-UBS Series
2005-Certificates; (iii) one (1) mortgage loan (the "Courtyard by
Marriott Note
B-1 Non-Trust Mortgage Loan") that has an unpaid principal balance
as of the
Cut-off Date of $15,500,000, is evidenced by a Mortgage Note
designated as
Promissory Note (Replacement Note B-1) and is, as of the Closing
Date, held by
an institutional third-party noteholder; and (iv) one (1) mortgage
loan (the
"Courtyard by Marriott Note B-2 Non-Trust Mortgage Loan") that has
an unpaid
principal balance as of the Cut-off Date of $14,500,000, is
evidenced by a
Mortgage Note designated as Promissory Note (Replacement Note B-2)
and is, as of
the Closing Date, held by an institutional third-party noteholder.
The Courtyard
by Marriott Trust Mortgage Loan and the Courtyard by Marriott
Non-Trust Mortgage
Loans collectively constitute the "Courtyard by Marriott Loan
Combination"
(which term shall include any group of successor REO Mortgage Loans
or
comparable deemed mortgage loans with respect to those five (5)
Mortgage Loans).
The relative rights of the respective lenders in respect of the
Courtyard by Marriott Loan Combination are set forth in a co-lender
agreement
dated as of June 13, 2005 (as amended, restated, supplemented or
otherwise
modified from time to time, the "Courtyard by Marriott Co-Lender
-7-
Agreement"), between the holder of the Mortgage Note for the
Courtyard by
Marriott Trust Mortgage Loan and the respective holders of the
Mortgage Notes
for the Courtyard by Marriott Non-Trust Mortgage Loans. As of the
Closing Date,
the entire Courtyard by Marriott Loan Combination is to be serviced
and
administered in accordance with a pooling and servicing agreement,
dated as of
June 13, 2005 (together with any successor servicing agreement
provided for
under the Courtyard by Marriott Co-Lender Agreement, as any such
servicing
agreement may be amended, restated, supplemented or otherwise
modified from time
to time, the "Courtyard by Marriott Servicing Agreement"), between
Structured
Asset Securities Corporation II, as depositor, Wells Fargo Bank,
National
Association, as master servicer (in such capacity, and together
with any
successor master servicers in respect of the Courtyard by Marriott
Loan
Combination, the "Courtyard by Marriott Master Servicer"), J.E.
Robert Company,
Inc., as special servicer (in such capacity, and together with any
successor
special servicers in respect of the Courtyard by Marriott Loan
Combination, the
"Courtyard by Marriott Special Servicer"), LaSalle Bank National
Association, as
trustee (in such capacity, and together with any successor trustees
under such
pooling and servicing agreement, the "Courtyard by Marriott
Trustee") and ABN
AMRO Bank N.V., as fiscal agent.
There exists one Trust Mortgage Loan (the "1166 Avenue of the
Americas
Trust Mortgage Loan"), with a Cut-off Date Balance of $116,000,000,
that is
evidenced by a Mortgage Note designated as Note A and is, together
with one
other mortgage loan that will not be part of the Trust Fund (such
other mortgage
loan, the "1166 Avenue of the Americas Non-Trust Mortgage Loan"),
secured on a
collective basis by the same Mortgage encumbering the property
identified on the
Trust Mortgage Loan Schedule as 1166 Avenue of the Americas (the
"1166 Avenue of
the Americas Mortgaged Property"). The 1166 Avenue of the Americas
Non-Trust
Mortgage Loan has an unpaid principal balance as of the Cut-off
Date of
$359,000,000, is evidenced by a Mortgage Note designated as Note
A/B and is, as
of the Closing Date, included in a commercial mortgage
securitization involving
the issuance of the 1166 Avenue of the Americas Commercial Mortgage
Trust II,
Commercial Mortgage Pass-Through Certificates, Series 2005-C6. The
1166 Avenue
of the Americas Trust Mortgage Loan and the 1166 Avenue of the
Americas
Non-Trust Mortgage Loan together constitute the "1166 Avenue of the
Americas
Loan Combination" (which term shall include any group of successor
REO Mortgage
Loans or comparable deemed mortgage loans with respect to those two
(2) mortgage
loans).
The relative rights of the respective lenders in respect of the
1166
Avenue of the Americas Loan Combination are set forth in a
co-lender agreement
dated as of October 11, 2005 (as amended, restated, supplemented or
otherwise
modified from time to time, the "1166 Avenue of the Americas
Co-Lender
Agreement"), between the holder of the Mortgage Note for the 1166
Avenue of the
Americas Trust Mortgage Loan and the holder of the Mortgage Note
for the 1166
Avenue of the Americas Non-Trust Mortgage Loan. As of the Closing
Date, the
entire 1166 Avenue of the Americas Loan Combination is to be
serviced and
administered in accordance with a trust and servicing agreement,
dated as of
October 11, 2005 (together with any successor servicing agreement
provided for
under the 1166 Avenue of the Americas Co-Lender Agreement, as any
such servicing
agreement may be amended, restated, supplemented or otherwise
modified from time
to time, the "1166 Avenue of the Americas Servicing Agreement"),
between
Structured Asset Securities Corporation II, as depositor, Wachovia
Bank,
National Association, as servicer (in such capacity, and together
with any
successor servicers in respect of the 1166 Avenue of the Americas
Loan
Combination, the "1166 Avenue of the Americas Master Servicer") and
as special
servicer (in such capacity, and together with any successor special
servicers in
respect of the 1166 Avenue of the Americas Loan Combination, the
"1166 Avenue of
the Americas Special Servicer"), LaSalle Bank National Association,
as trustee
(in such capacity, and
-8-
together with any successor trustees under such trust and servicing
agreement,
the "1166 Avenue of the Americas Trustee"), and ABN AMRO Bank N.V.,
as fiscal
agent.
There exists one Trust Mortgage Loan (the "Station Place I Trust
Mortgage Loan"), with a Cut-off Date Balance of $103,360,000, that
is evidenced
by a Mortgage Note designated as Note A-1 and is, together with
another mortgage
loan that will not be part of the Trust Fund (such other mortgage
loan, the
"Station Place I Non-Trust Mortgage Loan"), secured on a collective
basis by the
same Mortgage encumbering the property identified on the Trust
Mortgage Loan
Schedule as Station Place I (the "Station Place I Mortgaged
Property"). The
Station Place I Trust Mortgage Loan consists of two (2) loan
components
(together, the "Station Place I Loan Components", which term shall
include the
corresponding loan components that shall be deemed to exist with
respect to any
successor REO Trust Mortgage Loan in respect of the Station Place I
Trust
Mortgage Loan), designated as loan component A-1a (the "Station
Place I Loan
Component A-1a", which term shall include the corresponding loan
component that
shall be deemed to exist with respect to any successor REO Trust
Mortgage Loan
in respect of the Station Place I Trust Mortgage Loan) and loan
component A-1b
(the "Station Place I Loan Component A-1b", which term shall
include the
corresponding loan component that shall be deemed to exist with
respect to any
successor REO Trust Mortgage Loan in respect of the Station Place I
Trust
Mortgage Loan), respectively. The Station Place I Non-Trust
Mortgage Loan has an
unpaid principal balance as of the Cut-off Date of $141,373,394, is
evidenced by
a Mortgage Note designated as Note A-2 and is, as of the Closing
Date, held by
the UBS Mortgage Loan Seller or an Affiliate thereof. The Station
Place I Trust
Mortgage Loan and the Station Place I Non-Trust Mortgage Loan
collectively
constitute the "Station Place I Loan Combination" (which term shall
include any
group of successor REO Mortgage Loans with respect to those two (2)
Mortgage
Loans).
The relative rights of the respective lenders in respect of the
Station Place I Loan Combination are set forth in a co-lender
agreement dated as
of August 23, 2005 (as amended, restated, supplemented or otherwise
modified
from time to time, the "Station Place I Co-Lender Agreement"),
between the
holder of the Mortgage Note for the Station Place I Trust Mortgage
Loan and the
holder of the Mortgage Note for the Station Place I Non-Trust
Mortgage Loan. The
entire Station Place I Loan Combination is to be serviced and
administered in
accordance with this Agreement.
There exist another six (6) Trust Mortgage Loans (each, a "Serviced
Note A Trust Mortgage Loan") that, in each case, is evidenced by a
mortgage note
designated as Note A and is, together with one (1) other mortgage
loan that will
not be part of the Trust Fund (each such other mortgage loan, a
"Serviced Note B
Non-Trust Mortgage Loan"), secured on a collective basis by the
same Mortgage
encumbering the related property identified in the table following
this
paragraph (each property identified in such table, an "A/B
Mortgaged Property").
The Serviced Note A Trust Mortgage Loan and Serviced Note B
Non-Trust Mortgage
Loan that are secured by the same Mortgage on a particular A/B
Mortgaged
Property will, together, constitute a "Serviced A/B Loan
Combination" (which
term shall include any pair of successor REO Mortgage Loans with
respect to
those two (2) mortgage loans). The relative rights of the
respective lenders in
respect of each Serviced A/B Loan Combination are set forth in a
co-lender
agreement dated as of a date in November 2005 (each such co-lender
agreement, as
amended, restated, supplemented or otherwise modified from time to
time, an "A/B
Co-Lender Agreement"), between the holder of the Mortgage Note for
the Serviced
Note A Trust Mortgage Loan comprising such Serviced A/B Loan
Combination and the
holder of the Mortgage Note for the Serviced Note B Non-Trust
Mortgage Loan
comprising such Serviced A/B Loan Combination. From and after the
Closing Date,
each Serviced A/B Loan Combination is to be serviced and
-9-
administered in accordance with this Agreement. The table below
identifies each
Serviced A/B Loan Combination by name of the related Mortgaged
Property, the
Cut-off Date Balance of each Serviced Note A Trust Mortgage Loan
and Serviced
Note B Non-Trust Mortgage Loan included in the subject Serviced A/B
Loan
Combination and the holder (as of the Closing Date) of the Serviced
Note B
Non-Trust Mortgage Loan included in the subject Serviced A/B Loan
Combination.
SERVICED A/B LOAN COMBINATIONS
CUT-OFF DATE BALANCE OF
CUT-OFF DATE BALANCE OF
HOLDER OF SERVICED
NAME OF A/B
SERVICED NOTE A TRUST
SERVICED NOTE B NON-TRUST
NOTE B NON-TRUST
MORTGAGED PROPERTY(1)
MORTGAGE LOAN
MORTGAGE LOAN
MORTGAGE LOAN(2)
---------------------------
-----------------------
-------------------------
---------------------------
1. Reckson Portfolio I
$122,850,000
$73,218,300
UBS Mortgage Loan Seller or
an Affiliate thereof
2. Mathilda Research Centre
$110,000,000
$29,000,000
Affiliate of Depositor
3. Reckson Portfolio II
$ 31,032,268
$20,500,000
UBS Mortgage Loan Seller or
an Affiliate thereof
4. Allen Central Market
$ 14,595,000
$ 1,133,308
Affiliate of Depositor
5. Gleneagles
$ 11,040,000
$
839,303
Affiliate of Depositor
6. Murphy Crossing
$
7,785,000
$
569,463
Affiliate of Depositor
----------
(1)
Reflects property identified by that name on the Trust Mortgage
Loan
Schedule.
(2)
As of Closing Date.
Accordingly, as and to the extent provided herein, (i) the 200 Park
Avenue Trust Mortgage Loan, although part of the Trust Fund, will
be serviced
and administered in accordance with the 200 Park Avenue Servicing
Agreement, by
the 200 Park Avenue Master Servicer and the 200 Park Avenue Special
Servicer,
(ii) the Courtyard by Marriott Trust Mortgage Loan, although part
of the Trust
Fund, will be serviced and administered in accordance with the
Courtyard by
Marriott Servicing Agreement, by the Courtyard by Marriott Master
Servicer and
the Courtyard by Marriott Special Servicer, and (iii) the 1166
Avenue of the
Americas Trust Mortgage Loan, although part of the Trust Fund, will
be serviced
and administered in accordance with the 1166 Avenue of the Americas
Servicing
Agreement, by the 1166 Avenue of the Americas Master Servicer and
the 1166
Avenue of the Americas Special Servicer. The Station Place I
Non-Trust Mortgage
Loan and the Serviced Note B Non-Trust Mortgage Loans, although not
part of the
Trust Fund, will be serviced hereunder by the Master Servicer and
the Special
Servicer.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal
Agent hereby agree, in each case, as follows:
-10-
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN ADJUSTMENTS TO THE PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"200 Park Avenue Co-Lender Agreement" shall have the meaning
assigned
thereto in the Preliminary Statement.
"200 Park Avenue Collection Period" shall mean, with respect to any
Trust Master Servicer Remittance Date or any Distribution Date, the
period
commencing on the day immediately following the 200 Park Avenue
Determination
Date in the calendar month preceding the calendar month in which
such Trust
Master Servicer Remittance Date or such Distribution Date, as the
case may be,
occurs (or, in the case of each of the initial Trust Master
Servicer Remittance
Date and the initial Distribution Date, commencing immediately
following the
Cut-off Date) and ending on and including the 200 Park Avenue
Determination Date
in the calendar month in which such Trust Master Servicer
Remittance Date or
such Distribution Date, as the case may be, occurs.
"200 Park Avenue Determination Date" shall mean the "Remittance
Date"
under the 200 Park Avenue Co-Lender Agreement.
"200 Park Avenue Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.
"200 Park Avenue Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"200 Park Avenue Mortgage Loan" shall mean the 200 Park Avenue
Trust
Mortgage Loan or a 200 Park Avenue Non-Trust Mortgage Loan, as
applicable.
"200 Park Avenue Mortgaged Property" shall have the meaning
assigned
thereto in the Preliminary Statement.
"200 Park Avenue Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, if applicable, the collective holders) of the Mortgage
Note for a
200 Park Avenue Non-Trust Mortgage Loan.
"200 Park Avenue Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement.
-11-
"200 Park Avenue Note A-1 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"200 Park Avenue Note A-1 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the 200 Park Avenue Note A-1 Non-Trust Mortgage Loan.
"200 Park Avenue Note A-2 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"200 Park Avenue Note A-2 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the 200 Park Avenue Note A-2 Non-Trust Mortgage Loan.
"200 Park Avenue Noteholders" shall mean the holder of the Mortgage
Note for the 200 Park Avenue Trust Mortgage Loan, together with the
200 Park
Avenue Non-Trust Mortgage Loan Noteholders.
"200 Park Avenue Servicer" shall mean the 200 Park Avenue Master
Servicer or the 200 Park Avenue Special Servicer, as applicable.
"200 Park Avenue Servicing Agreement" shall have the meaning
assigned
thereto in the Preliminary Statement.
"200 Park Avenue Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"200 Park Avenue Trust Mortgage Loan" shall have the meaning
assigned
thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on
the Trust Mortgage Loan Schedule by loan number 1 and is, together
with the 200
Park Avenue Non-Trust Mortgage Loans, secured by the same Mortgage
on the 200
Park Avenue Mortgaged Property.
"200 Park Avenue Trustee" shall have the meaning assigned thereto
in
the Preliminary Statement.
"200 Park Avenue Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the
initial 200 Park
Avenue Servicing Agreement) with respect to the 200 Park Avenue
Loan Combination
that ends in the calendar month in which such Distribution Date or
Trust Master
Servicer Remittance Date, as the case may be, occurs.
"1166 Avenue of the Americas Co-Lender Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Collection Period" shall mean, with
respect to any Trust Master Servicer Remittance Date or any
Distribution Date,
the period commencing on the day immediately following the 1166
Avenue of the
Americas Determination Date in the calendar month preceding the
month in which
such Trust Master Servicer Remittance Date or such Distribution
Date, as
-12-
the case may be, occurs and ending on and including the 1166 Avenue
of the
Americas Determination Date in the calendar month in which such
Trust Master
Servicer Remittance Date or such Distribution Date, as the case may
be, occurs.
"1166 Avenue of the Americas Determination Date" shall mean the
"Remittance Date" under the 1166 Avenue of the Americas Co-Lender
Agreement.
"1166 Avenue of the Americas Loan Combination" shall have the
meaning
assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Master Servicer" shall have the
meaning
assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Mortgage Loan" shall mean the 1166
Avenue
of the Americas Trust Mortgage Loan or the 1166 Avenue of the
Americas Non-Trust
Mortgage Loan, as applicable.
"1166 Avenue of the Americas Mortgaged Property" shall have the
meaning assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Non-Trust Mortgage Loan" shall have
the
meaning assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, collectively, if applicable, the holders) of
the Mortgage
Note for the 1166 Avenue of the Americas Non-Trust Mortgage Loan.
"1166 Avenue of the Americas Noteholders" shall mean, collectively,
the holder of the Mortgage Note for the 1166 Avenue of the Americas
Trust
Mortgage Loan, together with the 1166 Avenue of the Americas
Non-Trust Mortgage
Loan Noteholder.
"1166 Avenue of the Americas P&I Advance" shall mean a
delinquency
advance (comparable to a P&I Advance) made or to be made, as
applicable, by the
1166 Avenue of the Americas Master Servicer with respect to the
1166 Avenue of
the Americas Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with
respect thereto in accordance with the 1166 Avenue of the Americas
Servicing
Agreement.
"1166 Avenue of the Americas REO Property" shall mean the 1166
Avenue
of the Americas Mortgaged Property at such time that it becomes an
"REO
Property" under, and within the meaning of, the 1166 Avenue of the
Americas
Servicing Agreement.
"1166 Avenue of the Americas Servicer" shall mean either the 1166
Avenue of the Americas Master Servicer or the 1166 Avenue of the
Americas
Special Servicer, as applicable.
"1166 Avenue of the Americas Servicing Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.
-13-
"1166 Avenue of the Americas Special Servicer" shall have the
meaning
assigned thereto in the Preliminary Statement.
"1166 Avenue of the Americas Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement, which
mortgage loan is
identified on the Trust Mortgage Loan Schedule by mortgage loan
number 5 and is,
together with the 1166 Avenue of the Americas Non-Trust Mortgage
Loan, secured
by the same Mortgage on the 1166 Avenue of the Americas Mortgaged
Property.
"1166 Avenue of the Americas Trustee" shall have the meaning
assigned
thereto in the Preliminary Statement.
"1166 Avenue of the Americas Underlying Collection Period" shall
mean,
with respect to any Distribution Date or Trust Master Servicer
Remittance Date,
the "Collection Period" (within the meaning of the initial 1166
Avenue of the
Americas Servicing Agreement) that ends in the calendar month in
which such
Distribution Date or Trust Master Servicer Remittance Date, as the
case may be,
occurs.
"A/B Co-Lender Agreement" shall have the meaning assigned thereto
in
the Preliminary Statement.
"A/B Mortgaged Property" shall have the meaning assigned thereto in
the Preliminary Statement.
"AAA" shall have the meaning assigned thereto in Section 2.03(i).
"AAA Rules" shall have the meaning assigned thereto in Section
2.03(i).
"ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in
interest.
"Acceptable Insurance Default" shall mean, with respect to any
Mortgage Loan, any default under the related loan documents
resulting from (a)
the exclusion of acts of terrorism from coverage under the related
all risk
casualty insurance policy maintained on the subject Mortgaged
Property and (b)
the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but only if the Special Servicer has determined,
in its
reasonable judgment in accordance with the Servicing Standard
(subject to
Section 6.11 and/or Section 6.12, in each case if and as
applicable), that (i)
such insurance is not available at commercially reasonable rates
and the subject
hazards are not commonly insured against at the time for real
properties similar
to the subject Mortgaged Property and located in and around the
region in which
the subject Mortgaged Property is located, or (ii) such insurance
is not
available at any rate. Subject to the Servicing Standard, in making
any of the
determinations under and in accordance with subclause (i) or (ii)
of this
definition, the Special Servicer shall be entitled to reasonably
rely on the
opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest
Certificates, the
amount of which interest shall equal: (a) in the case of any Class
of Class SP
Certificates for any Interest Accrual Period, the product of (i)
the annual
Pass-Through Rate applicable to such Class of Certificates for such
Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of
Certificates outstanding immediately prior to the
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related Distribution Date, multiplied by (iii) a fraction, the
numerator of
which is the actual number of days in such Interest Accrual Period,
and the
denominator of which is 360; (b) in the case of any other Class of
Principal
Balance Certificates for any Interest Accrual Period, one-twelfth
of the product
of (i) the annual Pass-Through Rate applicable to such Class of
Certificates for
such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of
such Class of Certificates outstanding immediately prior to the
related
Distribution Date; and (c) in the case of either Class of
Interest-Only
Certificates for any Interest Accrual Period, the aggregate amount
of Accrued
Component Interest with respect to all of the REMIC III Components
of such Class
of Certificates for such Interest Accrual Period. The Class SP
Certificates
shall accrue interest on an Actual/360 Basis, and the other Regular
Interest
Certificates shall accrue interest on a 30/360 Basis.
"Accrued Component Interest" shall mean the interest accrued from
time
to time with respect to any REMIC III Component of either Class of
Interest-Only
Certificates, the amount of which interest shall equal, for any
Interest Accrual
Period, one-twelfth of the product of (i) the annual Pass-Through
Rate
applicable to such REMIC III Component for such Interest Accrual
Period,
multiplied by (ii) the Component Notional Amount of such REMIC III
Component
outstanding immediately prior to the related Distribution Date.
Each REMIC III
Component of a Class of Interest-Only Certificates shall accrue
interest on a
30/360 Basis.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property or any interest therein is
considered to be
acquired by (or, in the case of an Outside Administered REO
Property, acquired
for the benefit of) the Trust Fund within the meaning of Treasury
regulations
section 1.856-6(b)(1), which shall be the first day on which the
Trust Fund is
treated as the owner of such REO Property or an interest therein
for federal
income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest
accrual
period in a year assumed to consist of 360 days.
"Additional Designated Servicing Information" shall have the
meaning
assigned thereto in Section 8.15(a).
"Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).
"Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, subject to Section
2.05(b), all
interest accrued on the principal balance of such ARD Mortgage Loan
at the
Additional Interest Rate and, if so provided in the related loan
documents,
compounded at the related Mortgage Rate (the payment of which
interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the
entire
outstanding principal balance thereof has been paid). For purposes
of this
Agreement, Additional Interest on an ARD Mortgage Loan or any
successor REO
Mortgage Loan with respect thereto 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 Mortgage Loan or any successor
REO Mortgage
Loan with respect thereto, notwithstanding that the terms of the
related loan
documents so permit. To the extent that any Additional Interest is
not paid on a
current basis, it shall, for purposes of this Agreement, be deemed
to be
deferred interest (regardless of whether it is added to principal
outstanding
with respect to the related ARD Mortgage Loan in accordance with
the related
loan documents).
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"Additional Interest Rate" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, subject to
Section 2.05(b),
the incremental increase in the Mortgage Rate for such loan
resulting from the
passage of such Anticipated Repayment Date.
"Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset
therein; (ii) is
not paid by or on behalf of any Mortgagor and is not covered by a
nonreimbursable payment by any party hereto; (iii) is not otherwise
included in
the calculation of a Realized Loss in respect of any particular
Trust Mortgage
Loan or REO Trust Mortgage Loan; and (iv) would result or has
resulted, as the
case may be, in the Holders of Regular Interest Certificates
receiving less than
the full amount of principal and/or Distributable Certificate
Interest to which
they are entitled on any Distribution Date.
"Adjusted Actual/360 Accrued Interest Amount" shall mean, with
respect
to any Loan REMIC Regular Interest or REMIC I Regular Interest that
relates to
an Interest Reserve Mortgage Loan or an Interest Reserve REO
Mortgage Loan
(other than REMIC I Regular Interest SP-B), for any Interest
Accrual Period, an
amount of interest equal to the product of (a) the Mortgage Rate
for the related
Trust Mortgage Loan in effect as of the Closing Date (without
regard to any
modifications, extensions, waivers or amendments of the related
Trust Mortgage
Loan subsequent to the Closing Date and, if such related Trust
Mortgage Loan is
an Outside Serviced Trust Mortgage Loan, reduced by the Actual/360
Equivalent of
the related Outside Servicing Fee Rate), multiplied by (b) a
fraction, the
numerator of which is the number of days in such Interest Accrual
Period, and
the denominator of which is 360, multiplied by (c) the
Uncertificated Principal
Balance of such Loan REMIC Regular Interest or REMIC I Regular
Interest, as the
case may be, immediately prior to the Distribution Date that
corresponds to such
Interest Accrual Period; provided that, if the subject Interest
Accrual Period
ends during (x) January of 2006 or any year thereafter that is not
a leap year
or (y) February of 2006 or any year thereafter, then the amount of
interest
calculated with respect to any particular Loan REMIC Regular
Interest or REMIC I
Regular Interest pursuant to this definition for such Interest
Accrual Period
without regard to this proviso shall be decreased by the Interest
Reserve
Amount, if any, with respect to the related Interest Reserve
Mortgage Loan or
Interest Reserve REO Mortgage Loan, as the case may be, transferred
(in
accordance with Section 3.04(c)) from the Collection Account to the
Interest
Reserve Account in the calendar month in which such Interest
Accrual Period
ends; and provided, further, that, if the subject Interest Accrual
Period ends
during March of 2006 or any year thereafter, then the amount
calculated with
respect to any particular Loan REMIC Regular Interest or REMIC I
Regular
Interest pursuant to this definition for such Interest Accrual
Period without
regard to this proviso shall be increased by the Interest Reserve
Amount(s), if
any, with respect to the related Interest Reserve Mortgage Loan or
Interest
Reserve REO Mortgage Loan, as the case may be, transferred (in
accordance with
Section 3.05(c)) from the Interest Reserve Account to the
Collection Account in
the calendar month in which such Interest Accrual Period ends. For
purposes of
clause (a) of the prior sentence, the term "Actual/360 Equivalent
of the related
Outside Servicing Fee Rate" means a rate per annum equal to the
product of (a)
the subject Outside Servicing Fee Rate, multiplied by (b) a
fraction, expressed
as a percentage, the numerator of which is 30 and the denominator
of which is
the number of days in the applicable Interest Accrual Period.
"Adjusted Net Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to (a) the Net Principal
Distribution Amount
for such Distribution Date, plus (b) all amounts to be added to
such Net
Principal Distribution Amount pursuant to Section 1.03(c) for such
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Distribution Date, minus (c) all amounts to be subtracted from such
Net
Principal Distribution Amount pursuant to Section 1.03(b) for such
Distribution
Date.
"Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest, for any Interest Accrual Period, an
annual rate equal
to the annual Pass-Through Rate in effect during such Interest
Accrual Period
for the Class of Principal Balance Certificates as to which such
REMIC II
Regular Interest is the sole Corresponding REMIC II Regular
Interest or is one
of two or more Corresponding REMIC II Regular Interests, as
applicable.
"Administered REO Property" shall mean any REO Property other than,
if
applicable, any Outside Administered REO Property.
"Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the sum of (i) the related Outside Servicing
Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing
Fee Rate; and
(b) with respect to each other Trust Mortgage Loan (or any
successor REO Trust
Mortgage Loan with respect thereto), the corresponding rate per
annum specified
as the "Administrative Cost Rate" on the Trust Mortgage Loan
Schedule, which,
for each Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), is equal to the sum of the related Master
Servicing Fee Rate
and the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall mean, subject to Section
2.05(b),
any endangerment to the status of the Grantor Trust as a grantor
trust under the
Grantor Trust Provisions or any imposition of a tax on the Grantor
Trust or any
of its assets or transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan
Securities, as of any date of determination, the qualification,
downgrade or
withdrawal of any rating then assigned to such Class of
Certificates or such
class of Specially Designated Non-Trust Mortgage Loan Securities,
as the case
may be, by either Rating Agency or, if applicable, by Moody's.
"Adverse REMIC Event" shall mean, with respect to any REMIC Pool,
any
endangerment of the status of such REMIC Pool as a REMIC under the
REMIC
Provisions or, except as permitted by Section 3.17(a), any
imposition of a tax
on such REMIC Pool or any of its assets or transactions (including
the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code, the tax on
prohibited contributions set forth in Section 860G(d) of the Code
and/or the tax
on "net income from foreclosure property" as defined in Section
860G(c) of the
Code).
"Affiliate" shall mean, 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.
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"Agreement" shall mean this Pooling and Servicing Agreement,
together
with all amendments hereof and supplements hereto.
"Annual Accountants' Report" shall have the meaning assigned
thereto
in Section 3.14.
"Annual Performance Certification" shall have the meaning assigned
thereto in Section 3.13.
"Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, subject to Section 2.05(b), the date specified in
the related
loan documents after which the Mortgage Rate for such ARD Mortgage
Loan will
increase as specified in the related Mortgage Note.
"Appraisal Reduction Amount" shall mean, with respect to any
Required
Appraisal Loan, an amount (calculated initially as of the
applicable
Determination Date immediately following the later of the date on
which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination,
as
applicable, became a Required Appraisal Loan and the date on which
the
applicable Required Appraisal was obtained, and thereafter as of
each subsequent
applicable Determination Date during the period that the subject
Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, remains a Required Appraisal Loan) equal to the excess,
if any, of:
(a) the sum of, without duplication, (i) the Stated Principal
Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all
unpaid
interest on such Required Appraisal Loan through the most recent
Due Date prior
to the date of calculation (exclusive of any portion thereof that
represents
Additional Interest and/or Default Interest), (iii) all accrued and
unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in
respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances
made by or on
behalf of (plus all accrued interest on such Advances payable to)
the Master
Servicer and/or any other party hereto with respect to such
Required Appraisal
Loan, (v) any other unpaid items that could become Additional Trust
Fund
Expenses in respect of such Required Appraisal Loan, and (vi) all
currently due
and unpaid real estate taxes and assessments, insurance premiums
and, if
applicable, ground rents, and any unfunded improvement or other
applicable
reserves, in respect of the related Mortgaged Property or REO
Property, as the
case may be (in each case, net of any amounts escrowed with the
Master Servicer
or the Special Servicer for such items); over (b) the Required
Appraisal Value.
Notwithstanding the foregoing, if (i) any Serviced Trust Mortgage
Loan or
Serviced Loan Combination becomes a Required Appraisal Loan, (ii)
either (A) no
Required Appraisal or update thereof has been obtained or
conducted, as
applicable, with respect to the related Mortgaged Property during
the 12-month
period prior to the date such Serviced Trust Mortgage Loan or
Serviced Loan
Combination, as the case may be, became a Required Appraisal Loan
or (B) there
shall have occurred since the date of the most recent Required
Appraisal or
update thereof a material change in the circumstances surrounding
the related
Mortgaged Property that would, in the Special Servicer's reasonable
judgment,
materially affect the value of the related Mortgaged Property, and
(iii) no
Required Appraisal is obtained or conducted, as applicable, in
accordance with
Section 3.09(a), within 60 days after such Serviced Trust Mortgage
Loan or
Serviced Loan Combination, as the case may be, became a Required
Appraisal Loan,
then (x) until such Required Appraisal or update is obtained or
conducted, as
applicable, in accordance with Section 3.09(a), the Appraisal
Reduction Amount
shall equal 25% of the Stated Principal Balance of such Required
Appraisal Loan,
and (y) upon receipt or performance, as applicable, in accordance
with Section
3.09(a), of such Required Appraisal or update thereof by the
Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan
shall be
recalculated in accordance with the preceding sentence of this
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definition. For purposes of this definition, each Required
Appraisal Loan that
is part of a Cross-Collateralized Group shall be treated separately
for the
purposes of calculating any Appraisal Reduction Amount.
Any Appraisal Reduction Amount with respect to a Serviced Loan
Combination shall be calculated, and allocated between or among, as
the case may
be, the respective Mortgage Loans (and, if applicable, any
components thereof)
comprising the subject Serviced Loan Combination, by the Master
Servicer
pursuant to this Agreement and consistent with the related
Co-Lender Agreement;
and the related Serviced Non-Trust Mortgage Loan Noteholder(s)
shall be entitled
to rely on such calculations, and the allocations to the subject
Serviced
Non-Trust Mortgage Loan(s) or any successor REO Trust Mortgage
Loan(s) with
respect thereto, as reported to it or them, as the case may be, by
the Master
Servicer.
Each Appraisal Reduction Amount shall be reduced to zero as of the
date the subject Serviced Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, ceases to be a Required Appraisal Loan, and no
Appraisal Reduction
Amount shall exist as to any Serviced Trust Mortgage Loan (or any
successor REO
Trust Mortgage Loan with respect thereto) or any Serviced Loan
Combination after
it has been paid in full, liquidated, repurchased or otherwise
disposed of.
Notwithstanding the foregoing, in the case of an Outside Serviced
Loan
Combination, the term "Appraisal Reduction Amount" shall have the
meaning
assigned to that term or any analogous term in the related Outside
Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal
Reduction Amount
with respect to an Outside Serviced Loan Combination shall be
calculated, and
allocated between the respective Mortgage Loans comprising such
Outside Serviced
Loan Combination by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement; and the parties hereto shall be
entitled to rely on
such calculations, and the allocations to the Trust Mortgage Loan
or REO Trust
Mortgage Loan, as applicable, in such Outside Serviced Loan
Combination, as
reported to them by the applicable Outside Servicer.
"Appraised Value" shall mean, with respect to each Mortgaged
Property
or REO Property, the appraised value thereof based upon the most
recent
appraisal or update thereof prepared by an Independent Appraiser
that is
contained in the related Servicing File or, in the case of any such
property
with or that had, as the case may be, an allocated loan amount of,
or securing a
Trust Mortgage Loan or relating to an REO Trust Mortgage Loan, as
the case may
be, with a Stated Principal Balance of, less than $2,000,000,
either (a) the
most recent appraisal or update thereof that is contained in the
related
Servicing File or (b) the most recent "desktop" value estimate
performed by the
Special Servicer that is contained in the related Servicing File.
"Arbitration Commencement Date" shall have the meaning assigned
thereto in Section 2.03(i).
"ARD Mortgage Loan" shall mean, subject to Section 2.05(b), any
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) that
provides that if the unamortized principal balance thereof is not
repaid by a
date certain set forth in the related loan documents, such Mortgage
Loan (or
successor REO Mortgage Loan) will accrue additional interest at the
rate
specified in the related Mortgage Note and the related Mortgagor is
required to
apply certain excess monthly cash flow generated by the related
Mortgaged
Property to the repayment of the outstanding principal balance on
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such Mortgage Loan. If none of the Trust Mortgage Loans are
reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then
Section 2.05(b)
shall apply.
"ARD Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is
an ARD Mortgage Loan. If none of the Trust Mortgage Loans are
reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then
Section 2.05(b)
shall apply.
"Assignment of Leases" shall mean, 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(s).
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for
each Due Date
coinciding with or following its then Maturity Date as of which
such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the
case of a
Serviced Non-Trust Mortgage Loan, if applicable, as of which (i)
such Non-Trust
Mortgage Loan remains outstanding and (ii) the related Trust
Mortgage Loan
remains part of the Trust Fund) (provided that such Mortgage Loan
was not paid
in full, and no other Liquidation Event occurred in respect
thereof, before the
end of the related Collection Period in which such Maturity Date
occurs), the
scheduled monthly payment of principal and/or interest deemed to be
due in
respect of such Mortgage Loan on such Due Date equal to the amount
that would
have been due in respect thereof on such Due Date if such Mortgage
Loan had been
required to continue to accrue interest (other than Default
Interest) in
accordance with its terms, and to pay principal in accordance with
the
amortization schedule (if any), in effect immediately prior to, and
without
regard to the occurrence of, such Maturity Date; and (b) with
respect to any REO
Mortgage Loan, for any Due Date as of which the related REO
Property (or any
interest therein) remains part of the Trust Fund, the scheduled
monthly payment
of principal and/or interest deemed to be due in respect thereof on
such Due
Date equal to the Monthly Payment (or, in the case of a Balloon
Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly
Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on
the last Due
Date prior to its becoming an REO Mortgage Loan.
"ASTM" shall mean the American Society for Testing and Materials.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to:
(a) the sum, without duplication, of (i) the aggregate amount of
all
payments and other collections on or with respect to the Trust
Mortgage
Loans and any REO Properties (including Loss of Value Payments,
1166 Avenue
of the Americas P&I Advances and, in the case of the initial
Distribution
Date, any Initial Deposits) that (A) were Received by the Trust as
of the
end of the related Collection Period and (B) are on deposit in the
Collection Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) the aggregate amount of any P&I
Advances made by
the Master Servicer, the Trustee and/or the Fiscal Agent with
respect to
the Mortgage Pool for distribution on the Certificates on such
Distribution
Date pursuant to Section 4.03, (iii) the aggregate amount deposited
by the
Master Servicer in the Collection Account for such Distribution
Date
pursuant to Section 3.19(a) in connection with Prepayment
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Interest Shortfalls on the Mortgage Pool, (iv) to the extent not
included
in the amount described in clause (a)(i) of this definition, the
aggregate
amount transferred from the Excess Liquidation Proceeds Account to
the
Collection Account pursuant to Section 3.05(d) in respect of such
Distribution Date, (v) to the extent not included in the amount
described
in clause (a)(i) of this definition, if such Distribution Date is
the Final
Distribution Date, the aggregate amount transferred from the Loss
of Value
Reserve Fund to the Collection Account pursuant to Section 3.05(e)
in
respect of such Distribution Date, and (vi) to the extent not
included in
the amount described in clause (a)(i) of this definition, if such
Distribution Date occurs during March of 2006 or any year
thereafter, the
aggregate of the Interest Reserve Amounts transferred from the
Interest
Reserve Account to the Collection Account in respect of the
Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
for
distribution on such Distribution Date; net of
(b) the portion of the aggregate amount described in clause (a) of
this definition that represents one or more of the following--(i)
scheduled
Monthly Payments that are due on a Due Date following the end of
the
related Collection Period (or, in the case of a scheduled Monthly
Payment
that is due on a Due Date in the same month as such Distribution
Date but
subsequent to the end of the related Collection Period, following
the end
of the calendar month in which such Distribution Date occurs), (ii)
any
amounts payable or reimbursable to any Person from the Collection
Account
pursuant to clauses (ii) through (v) and (viii) of Section 3.05(b),
(iii)
Prepayment Consideration and/or Additional Interest, (iv) if such
Distribution Date occurs during January of 2006 or any year
thereafter that
is not a leap year or during February of 2006 or any year
thereafter, the
Interest Reserve Amounts with respect to the Interest Reserve
Mortgage
Loans and any Interest Reserve REO Mortgage Loans to be withdrawn
from the
Collection Account and deposited into the Interest Reserve Account
in
respect of such Distribution Date and held for future distribution,
all
pursuant to Section 3.04(c), and (v) amounts deposited in the
Collection
Account in error;
provided that the Available Distribution Amount for the Final
Distribution Date
shall consist of all amounts on deposit in the Collection Account
as of the time
distributions are to be made to Certificateholders on the Final
Distribution
Date, exclusive of any portion of such amounts that are payable or
reimbursable
to any Person from the Collection Account pursuant to clauses (ii)
through (v)
and (viii) of Section 3.05(b), that were deposited in the
Collection Account in
error or that represent Prepayment Consideration and/or Additional
Interest.
"Balloon Mortgage Loan" shall mean 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 and as to which, in accordance with such terms, the Scheduled
Payment due
on its Stated Maturity Date is significantly larger than the
Scheduled Payment
due on the Due Date next preceding its Stated Maturity Date.
"Balloon Payment" shall mean, with respect to any Balloon Mortgage
Loan as of any date of determination, the payment, other than any
regularly
scheduled monthly payment, due with respect to such Mortgage Loan
at maturity.
"Balloon Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that
is a Balloon Mortgage Loan.
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"Bid Allocation" shall mean, with respect to the Master Servicer or
any 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" shall mean any Certificate registered in
the
name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Book-Entry Subordinate Certificate" shall mean any Subordinate
Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or a
day on which banking institutions in New York, New York, or in any
of the cities
in which the Corporate Trust Office of the Trustee, the Primary
Servicing Office
of the Master Servicer or the Primary Servicing Office of the
Special Servicer
are located, are authorized or obligated by law or executive order
to remain
closed.
"Cash-Based Permitted Purchase" shall mean any Permitted Purchase
other than in connection with the exchange of all the Certificates
for all the
Trust Mortgage Loans and REO Properties pursuant to Section 9.01.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2005-C7, Commercial Mortgage Pass-Through Certificates,
Series 2005-C7, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor" shall mean, with respect to any Class of
Regular
Interest Certificates, as of any date of determination, a fraction,
expressed as
a decimal carried to six places, the numerator of which is the then
current
Class Principal Balance or Class Notional Amount, as the case may
be, of such
Class of Regular Interest Certificates, and the denominator of
which is the
Original Class Principal Balance or Original Class Notional Amount,
as the case
may be, of such Class of Regular Interest Certificates.
"Certificate Notional Amount" shall mean, with respect to any
Interest-Only Certificate, as of any date of determination, the
then notional
amount of such Certificate equal to the product of (a) the then
Certificate
Factor for the Class of Interest-Only Certificates to which such
Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Notional Amount thereof.
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"Certificate Owner" shall mean, 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" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to
Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to
Section 5.02.
"Certificateholder" shall mean the Person in whose name a
Certificate
is registered in the Certificate Register, except that: (i) neither
a
Disqualified Organization nor a Disqualified Non-United States Tax
Person shall
be Holder of a Residual Interest 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 the rights and/or obligations of any
of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent or the
Trustee in its respective capacity as such, any Certificate
registered in the
name of the Depositor, the Master Servicer, the Special Servicer,
the Fiscal
Agent or the Trustee, as the case may be, or any Certificate
registered in the
name of any of its 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
(provided that the provisions of this clause (ii) are not intended
to limit the
rights of the Controlling Class Representative, the Class CM
Representative or
the Class SP Representative (any of which may be an Affiliate of
the Special
Servicer) as are specifically set forth in this Agreement with
respect to any
consent, approval or waiver required or permitted to be made by the
Controlling
Class Representative, the Class CM Representative or the Class SP
Representative
or any rights under Section 6.09 with respect to any election,
removal or
replacement of the Special Servicer or the Controlling Class
Representative, the
Class CM Representative or the Class SP Representative). 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 "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 "Certificateholder" only the Person in whose name a
Certificate
is registered in the Certificate Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution
Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff
Notification Report, the CMSA Investor Reporting Package and any
reports
comparable to the foregoing with respect to an Outside Serviced
Trust Mortgage
Loan or any related REO Property that are deliverable to the
Trustee (or to the
Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for
such Outside Serviced Trust Mortgage Loan.
"Certifying Officer" shall have the meaning assigned thereto in
Section 8.15(d).
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"Certifying Party" shall have the meaning assigned thereto in
Section
8.15(d).
"Cherryvale Mall Available Distribution Amount" shall mean, with
respect to any Distribution Date, an amount equal to the following:
(a) the sum, without duplication, of (i) any payments and other
collections on or with respect to the Cherryvale Mall Trust
Mortgage Loan
or any related REO Property (including Loss of Value Payments with
respect
to the Cherryvale Mall Trust Mortgage Loan) that (A) were Received
by the
Trust as of the end of the related Collection Period and (B) are on
deposit
in the Collection Account as of 12:00 noon (New York City time) on
such
Distribution Date, (ii) any P&I Advance made by the Master
Servicer, the
Trustee and/or the Fiscal Agent with respect to the Cherryvale Mall
Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto
for distribution on the Certificates on such Distribution Date
pursuant to
Section 4.03, (iii) the amount deposited by the Master Servicer in
the
Collection Account for such Distribution Date pursuant to Section
3.19(a)
in connection with any Prepayment Interest Shortfall on the
Cherryvale Mall
Trust Mortgage Loan, and (iv) to the extent not included in the
amount
described in clause (a)(i) of this definition, if such Distribution
Date is
the Final Distribution Date, the aggregate amount transferred from
the Loss
of Value Reserve Fund to the Collection Account with respect to the
Cherryvale Mall Trust Mortgage Loan or any related REO Property
pursuant to
Section 3.05(e) in respect of such Distribution Date; net of
(b) the portion of the aggregate amount described in clause (a) of
this definition that represents one or more of the following--(i)
scheduled
Monthly Payments with respect to the Cherryvale Mall Trust Mortgage
Loan
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
Collection Account from payments and other collections with respect
to the
Cherryvale Mall Trust Mortgage Loan or any related REO Property
pursuant to
clauses (ii) through (v) and (viii) of Section 3.05(b), (iii)
Prepayment
Consideration with respect to the Cherryvale Mall Trust Mortgage
Loan, and
(iv) amounts deposited in the Collection Account with respect to
the
Cherryvale Mall Trust Mortgage Loan or any related REO Property in
error.
"Cherryvale Mall Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by
mortgage loan
number 8, and is secured by a Mortgage on the Cherryvale Mall
Mortgaged
Property.
"Cherryvale Mall Mortgaged Property" shall mean the Mortgaged
Property
identified on the Trust Mortgage Loan Schedule as Cherryvale Mall.
"Class" shall mean, collectively, all of the Certificates bearing
the
same alphabetic or alphanumeric, as applicable, class designation
or all of the
Holders of Certificates bearing the same alphabetic or
alphanumeric, as
applicable, class designation, as the context may require.
"Class A Certificate" shall mean any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class
A-J
Certificates.
"Class A-1 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
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"Class A-1A Certificate" shall mean any one of the Certificates
with a
"Class A-1A" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-2 Certificate" shall mean any one of the Certificates with
a
"Class A-2" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates with
a
"Class A-3" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-4 Certificate" shall mean any one of the Certificates with
a
"Class A-4" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with a
"Class A-AB" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance" shall mean, with respect to
any
Distribution Date, the targeted Class Principal Balance of the
Class A-AB
Certificates for such date set forth on Schedule IX attached
hereto.
"Class A-J Certificate" shall mean any one of the Certificates with
a
"Class A-J" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-M Certificate" shall mean any one of the Certificates with
a
"Class A-M" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class B Through T Certificate" shall mean any Class B, Class C,
Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class
N, Class P, Class Q, Class S or Class T Certificate.
"Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class CM Available Distribution Amount" shall mean, with respect
to
any Distribution Date, that portion of the Cherryvale Mall
Available
Distribution Amount for such Distribution Date that is equal to the
lesser of
(i) the amount deemed distributed to REMIC II with respect to REMIC
I Regular
Interest CM-B on such Distribution Date pursuant to clauses (iv),
(v) and (vi)
of the first paragraph of
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Section 4.01(m) and (ii) the total of (x) all Distributable
Certificate Interest
with respect to the Class CM Certificates for such Distribution
Date and, to the
extent not previously distributed, for all prior Distribution
Dates, (y) the
Class CM Principal Distribution Amount for such Distribution Date
and (z) the
aggregate Loss Reimbursement Amount with respect to the Class CM
Certificates
for such Distribution Date.
"Class CM-1 Certificate" shall mean any of the Certificates with a
"Class CM-1" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class CM-2 Certificate" shall mean any of the Certificates with a
"Class CM-2" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class CM-3 Certificate" shall mean any of the Certificates with a
"Class CM-3" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class CM-4 Certificate" shall mean any of the Certificates with a
"Class CM-4" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class CM Certificateholders" shall mean the Holders of the Class
CM
Certificates.
"Class CM Certificates" shall mean, collectively, the Class CM-1,
Class CM-2, Class CM-3 and Class CM-4 Certificates.
"Class CM Change of Control Event" shall mean the event that exists
when, as of any date of determination, the aggregate Certificate
Principal
Balance of the Class CM Certificates (net of any Appraisal
Reduction Amount with
respect to the Cherryvale Mall Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto) is less than 25% of the initial
aggregate
Certificate Principal Balance of the Class CM Certificates.
"Class CM Control Period" shall mean any period when there is no
continuing Class CM Change of Control Event.
"Class CM Net Prepayment Consideration" shall mean that portion of
any
Net Prepayment Consideration received with respect to the
Cherryvale Mall Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto that
is equal to the product of (a) the entire amount of such Net
Prepayment
Consideration, multiplied by (b) a fraction, the numerator of which
is equal to
the portion of the relevant principal prepayment or other early
collection of
principal included in the Class CM Principal Distribution Amount
for the
Distribution Date on which such Net Prepayment Consideration is
distributable to
Certificateholders, and the denominator of which is the entire
amount of such
relevant principal prepayment or other early collection of
principal.
"Class CM Principal Distribution Amount" shall mean, with respect
to
any Distribution Date, the lesser of (a) the excess, if any, of (i)
that portion
of the Principal Distribution Amount for such Distribution Date
that is
attributable to the Cherryvale Mall Trust Mortgage Loan or any
successor REO
-26-
Trust Mortgage Loan with respect thereto, over (ii) the
Uncertificated Principal
Balance of REMIC I Regular Interest CM-A immediately prior to such
Distribution
Date, and (b) the aggregate of the Class Principal Balances of the
Class CM
Certificates outstanding immediately prior to such Distribution
Date.
"Class CM Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the
Cherryvale Mall
Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage
Loan; and
(b) any Monthly Payment under the Cherryvale Mall Trust Mortgage
Loan is at
least 60 days delinquent.
"Class CM Purchase Price" shall mean, with respect to the
Cherryvale
Mall Trust Mortgage Loan, in connection with a purchase thereof by
the Class CM
Representative pursuant to Section 3.27(a), a price equal to the
sum, without
duplication, of (i) the outstanding principal balance of the
Cherryvale Mall
Trust Mortgage Loan, together with all accrued and unpaid interest
(including
the Master Servicing Fee) on the Cherryvale Mall Trust Mortgage
Loan (excluding,
however, any such accrued and unpaid interest that represents
Default Interest),
(ii) all other sums (in addition to principal and interest) then
due and owing
under the terms of the Cherryvale Mall Trust Mortgage Loan
(excluding, however,
any such other sums that represent Default Interest), (iii) all
expenses
(including amounts incurred by and owing to the Trustee, the Fiscal
Agent, the
Master Servicer and the Special Servicer, if any) associated with
the subject
purchase, (iv) any amount relating to the Cherryvale Mall Trust
Mortgage Loan in
respect of servicing compensation payable to the Master Servicer or
any other
party hereunder, and (v) Advances and all interest paid or payable,
as the
context may require, to the Master Servicer or any other party
hereunder with
respect to Advances made by the Master Servicer or any other party,
at the
Reimbursement Rate, which Advances are, at the time of purchase,
payable or
reimbursable to the Trustee, the Fiscal Agent, the Master Servicer
or any other
Person under this Agreement.
"Class CM Representative" shall have the meaning assigned thereto
in
Section 6.09(b).
"Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class
H" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
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"Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class K Certificate" shall mean any of the Certificates with a
"Class
K" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class
L" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class M Certificate" shall mean any of the Certificates with a
"Class
M" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class
N" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which a Class of Interest-Only Certificates
accrues or is
deemed to accrue interest from time to time. As of any date of
determination,
the Class Notional Amount of each Class of Interest-Only
Certificates shall
equal the then aggregate of the Component Notional Amounts of all
the REMIC III
Components of such Class of Interest-Only Certificates; provided
that, for
reporting purposes, the Class Notional Amount of the Class X-CP
Certificates
shall be calculated in accordance with the Prospectus Supplement.
"Class P Certificate" shall mean any of the Certificates with a
"Class
P" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance
outstanding from time to time of any Class of Principal Balance
Certificates. As
of the Closing Date, the Class Principal Balance of each Class of
Principal
Balance Certificates shall equal the Original Class Principal
Balance thereof.
On each Distribution Date, the Class Principal Balance of each
Class of
Principal Balance Certificates 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
(subject to
Section 4.05) by the amount of any Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of
each Class of
Principal Balance Certificates shall be increased by the related
Class Principal
Reinstatement Amount, if any, for such Distribution Date.
"Class Principal Reinstatement Amount" shall have the meaning
assigned
thereto in Section 4.05(a).
"Class Q Certificate" shall mean any of the Certificates with a
"Class
Q" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
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"Class R-I Certificate" shall mean any of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC I for purposes of the REMIC
Provisions.
"Class R-II Certificate" shall mean any of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions.
"Class R-III Certificate" shall mean any of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC III for purposes of the REMIC
Provisions.
"Class R-LR Certificate" shall mean, subject to Section 2.06(b),
any
of the Certificates with a "Class R-LR" designation on the face
thereof,
substantially in the form of Exhibit A-6 attached hereto, and
evidencing a
portion of the sole class of "residual interests" in each Loan
REMIC for
purposes of the REMIC Provisions.
"Class S Certificate" shall mean any of the Certificates with a
"Class
S" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP Available Distribution Amount" shall mean, with respect
to
any Distribution Date, an amount equal to the following:
(a) the sum, without duplication, of (i) any payments and other
collections on or with respect to the Station Place I Loan
Component A-1b
and on or with respect to any related REO Property that are
allocable under
the Station Place I Co-Lender Agreement to the Station Place I Loan
Component (including Loss of Value Payments with respect to the
Station
Place I Loan Component A-1b) that (A) were Received by the Trust as
of the
end of the related Collection Period and (B) are on deposit in the
Collection Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) any P&I Advance made by the Master
Servicer, the
Trustee and/or the Fiscal Agent with respect to the Station Place I
Loan
Component A-1b for distribution on the Class SP Certificates on
such
Distribution Date pursuant to Section 4.03, (iii) the amount
deposited by
the Master Servicer in the Collection Account for such Distribution
Date
pursuant to Section 3.19(a) in connection with any Prepayment
Interest
Shortfall on the Station Place I Loan Component A-1b, and (iv) to
the
extent not included in the amount described in clause (a)(i) of
this
definition, if such Distribution Date is the Final Distribution
Date, the
aggregate amount transferred from the Loss of Value Reserve Fund to
the
Collection Account with respect to the Station Place I Loan
Component A-1b
pursuant to Section 3.05(e) in respect of such Distribution Date;
net of
(b) the portion of the aggregate amount described in clause (a) of
this definition that represents one or more of the following--(i)
scheduled
Monthly Payments with respect to the Station Place I Loan Component
A-1b
that are due on a Due Date following the end of the related Loan
Combination Collection Period, (ii) any amounts payable or
reimbursable to
any Person from the Collection Account from payments and other
collections
on the Station Place I Loan Component A-1b pursuant to clauses (ii)
through
(v) and (viii) of Section 3.05(b), (iii) Prepayment Consideration
with
respect to the Station Place I Loan Component A-1b, and
-29-
(iv) amounts deposited in the Collection Account with respect to
the
Station Place I Loan Component A-1b in error.
provided that, with respect to any Distribution Date, the Class SP
Available
Distribution Amount shall not exceed the sum of (i) the Class SP
Principal
Distribution Amount for such Distribution Date, (ii) the aggregate
Distributable
Certificate Interest in respect of all the Classes of the Class SP
Certificates
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, if any, and (iii) the aggregate Loss
Reimbursement Amount
with respect to all the Classes of the Class SP Certificates for
such
Distribution Date.
"Class SP-1 Certificate" shall mean any one of the Certificates
with a
"Class SP-1" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-2 Certificate" shall mean any one of the Certificates
with a
"Class SP-2" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-3 Certificate" shall mean any one of the Certificates
with a
"Class SP-3" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-4 Certificate" shall mean any one of the Certificates
with a
"Class SP-4" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-5 Certificate" shall mean any one of the Certificates
with a
"Class SP-5" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-6 Certificate" shall mean any one of the Certificates
with a
"Class SP-6" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP-7 Certificate" shall mean any one of the Certificates
with a
"Class SP-7" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class SP Certificateholders" shall mean the Holders of the Class
SP
Certificates.
"Class SP Certificates" shall mean, collectively, the Class SP-1,
Class SP-2, Class SP-3, Class SP-4, Class SP-5, Class SP-6 and
Class SP-7
Certificates.
"Class SP Change of Control Event" shall mean the event that exists
when, as of any date of determination, the unpaid principal amount
of the
Station Place I Loan Component A-1b (net of any Appraisal Reduction
Amount with
respect to the Station Place I Loan Combination) is less than 25.0%
of the
initial unpaid principal amount of the Station Place I Loan
Component A-1b.
-30-
"Class SP Control Period" shall mean any period when there is no
continuing Class SP Change of Control Event.
"Class SP Net Prepayment Consideration" shall mean that portion of
any
Net Prepayment Consideration received with respect to, and
allocable to, the
Station Place I Loan Component in accordance with the related loan
documents and
the Station Place I Co-Lender Agreement.
"Class SP Principal Distribution Amount" shall mean, with respect
to
any Distribution Date, an amount equal to the lesser of (a) that
portion, if
any, of the Principal Distribution Amount for such Distribution
Date that is
attributable to the Station Place I Loan Component A-1b and (b) the
aggregate
Certificate Principal Balance of the Class SP Certificates
outstanding
immediately prior to such Distribution Date.
"Class SP Purchase Option Event" shall mean, the following
circumstances as of any date of determination: (a) the Station
Place I Mortgage
Loans constitute Specially Serviced Mortgage Loans; and (b) any
Monthly Payment
under the Station Place I Loan Combination is at least 60 days
delinquent or the
Station Place I Loan Combination is not repaid on the related
Maturity Date.
"Class SP Purchase Price" shall mean, with respect to the Station
Place I Trust Mortgage Loan, in connection with a purchase thereof
by the Class
SP Representative pursuant to Section 3.28(a), a price equal to the
sum, without
duplication, of (i) the outstanding principal balance of the
Station Place I
Trust Mortgage Loan, together with all accrued and unpaid interest
(including
the Master Servicing Fee) on the Station Place I Trust Mortgage
Loan (excluding,
however, any such accrued and unpaid interest that represents
Default Interest),
(ii) all other sums (in addition to principal and interest) then
due and owing
under the terms of the Station Place I Trust Mortgage Loan
(excluding, however,
any such other sums that represent Default Interest), (iii) all
expenses
(including amounts incurred by and owing to the Trustee, the Fiscal
Agent, the
Master Servicer and the Special Servicer, if any) associated with
the subject
purchase, (iv) any amount relating to the Station Place I Trust
Mortgage Loan in
respect of servicing compensation payable to the Master Servicer or
any other
party hereunder, and (v) Advances and all interest paid or payable,
as the
context may require, to the Master Servicer or any other party
hereunder with
respect to Advances made with respect to the Station Place I Loan
Combination by
the Master Servicer or any other party, at the Reimbursement Rate,
which
Advances are, at the time of purchase, payable or reimbursable to
the Trustee,
the Fiscal Agent, the Master Servicer or any other Person under
this Agreement.
"Class SP Representative" shall have the meaning assigned thereto
in
Section 6.09(b).
"Class T Certificate" shall mean any of the Certificates with a
"Class
T" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class V Certificate" shall mean, subject to Section 2.05(b), any
of
the Certificates with a "Class V" designation on the face thereof,
substantially
in the form of Exhibit A-7 attached hereto, and evidencing a pro
rata undivided
interest in the Grantor Trust Assets.
"Class V Sub-Account" shall mean, subject to Section 2.05(b), a
sub-account of the Collection Account established pursuant to
Section 3.04(b),
which sub-account shall constitute an asset of the Trust Fund and
the Grantor
Trust, but not an asset of any REMIC Pool.
-31-
"Class X-CL Certificate" shall mean any one of the Certificates
with a
"Class X-CL" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of 40
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CL REMIC III Component" shall mean any of the 40 separate
"regular interests" in REMIC III evidenced by the Class X-CL
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CL REMIC III Components shall have the following alphabetic
and
alphanumeric designations: X-CL-A-1-1; X-CL-A-1-2; X-CL-A-1A-1;
X-CL-A-1A-2;
X-CL-A-1A-3; X-CL-A-1A-4; X-CL-A-1A-5; X-CL-A-1A-6; X-CL-A-1A-7;
X-CL-A-1A-8;
X-CL-A-2-1; X-CL-A-2-2; X-CL-A-2-3; X-CL-A-3; X-CL-A-AB-1;
X-CL-A-AB-2;
X-CL-A-4-1; X-CL-A-4-2; X-CL-A-4-3; X-CL-A-4-4; X-CL-A-M; X-CL-A-J;
X-CL-B;
X-CL-C; X-CL-D-1; X-CL-D-2; X-CL-E-1; X-CL-E-2; X-CL-F; X-CL-G;
X-CL-H; X-CL-J;
X-CL-K; X-CL-L; X-CL-M; X-CL-N; X-CL-P; X-CL-Q; X-CL-S; and X-CL-T.
"Class X-CP Certificate" shall mean any one of the Certificates
with a
"Class X-CP" designation on the face thereof, substantially in the
form of
Exhibit A-2 attached hereto, and evidencing a portion of 28
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CP REMIC III Component" shall mean any of the 28 separate
"regular interests" in REMIC III evidenced by the Class X-CP
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CP REMIC III Components shall have the respective
alphabetic and
alphanumeric designations set forth in the definition of "Class
X-CP Termination
Date".
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"Class X-CP Termination Date" shall mean, with respect to any Class
X-CP REMIC III Component, the Distribution Date in the month and
year specified
opposite the alphanumeric designation for such Class X-CP REMIC III
Component in
the following table.
Designation of Class X-CP
Month and Year of Class X-CP
REMIC III Component
Termination Date
-------------------------
----------------------------
X-CP-A-1-2
October 2006
X-CP-A-1A-2
October 2006
X-CP-A-1A-3
October 2007
X-CP-A-1A-4
October 2008
X-CP-A-1A-5
October 2009
X-CP-A-1A-6
October 2010
X-CP-A-1A-7
October 2011
X-CP-A-1A-8
October 2012
X-CP-A-2-1
October 2006
X-CP-A-2-2
October 2007
X-CP-A-2-3
October 2008
X-CP-A-3
October 2008
X-CP-A-AB-1
October 2008
X-CP-A-AB-2
October 2009
X-CP-A-4-1
October 2009
X-CP-A-4-2
October 2010
X-CP-A-4-3
October 2011
X-CP-A-4-4
October 2012
X-CP-A-M
October 2012
X-CP-A-J
October 2012
X-CP-B
October 2012
X-CP-C
October 2012
X-CP-D-1
October 2011
X-CP-D-2
October 2012
X-CP-E-1
October 2010
X-CP-E-2
October 2011
X-CP-F
October 2010
X-CP-G
October 2009
"Clearstream" shall mean Clearstream Banking, Luxembourg or any
successor.
"Closing Date" shall mean November 4, 2005.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or
any association or organization that is a successor thereto. If
neither such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed
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bonds and the commercial mortgage loans and foreclosed properties
underlying or
backing them to investors holding or owning such certificates or
bonds, and any
successor to such other association or organization. If an
organization or
association described in one of the preceding sentences of this
definition does
not exist, "CMSA" shall be deemed to refer to such other
association or
organization as shall be selected by the Master Servicer and
reasonably
acceptable to the Trustee, the Special Servicer and the Controlling
Class
Representative.
"CMSA Advance Recovery Report" shall mean a 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 as may from
time to time be approved by the CMSA for commercial mortgage
securities
transactions generally.
"CMSA Bond Level File" shall mean the monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Bond Level File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean 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" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Comparative Financial Status Report"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information as may from time to time be approved by the CMSA
for commercial
mortgage securities transactions generally. 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 March of 2006, and (b) annual financial
statements
beginning with annual financial statements for the 2006 fiscal
year.
"CMSA Delinquent Loan Status Report" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Delinquent Loan Status Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Financial File" shall mean a 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" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Historical Liquidation
-34-
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"
shall mean 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 Investor Reporting Package" shall mean, collectively:
(a) the following six electronic files: (i) CMSA Loan Setup File,
(ii)
CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond
Level File, (v) CMSA Financial File and (vi) CMSA Collateral
Summary File;
(b) the following ten supplemental reports: (i) CMSA Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, (iii) CMSA Historical Liquidation Report,
(iv) CMSA
REO Status Report, (v) CMSA Operating Statement Analysis Report,
(vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List, (viii)
CMSA Advance Recovery Report, (ix) CMSA Loan Level Reserve/LOC
Report and
(x) CMSA NOI Adjustment Worksheet; and
(c) such other reports as the CMSA may approve from time to time as
being part of the CMSA Investor Reporting Package for commercial
mortgage
securitization trusts generally and as are reasonably acceptable to
the
Master Servicer.
"CMSA Loan Level Reserve/LOC Report" shall mean the monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Periodic Update File" shall mean 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" shall mean 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" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced
Mortgage Loans, and
by the Special Servicer with
-35-
respect to Specially Serviced Mortgage Loans and, if they relate to
Administered
REO Properties, REO Mortgage Loans, which report shall be
substantially in the
form of, and contain the information called for in, the
downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Operating Statement Analysis Report" shall mean 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.
"CMSA Property File" shall mean 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 REO Status Report" shall mean 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 Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Servicer Watch List" available as of the Closing Date on the
CMSA Website,
or in such other 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 Website" shall mean the CMSA's Website located at
"www.cmbs.org"
or such other primary website as the CMSA may establish for
dissemination of its
report forms.
"Code" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender agreement governing the relative rights
of the
respective holders of the Mortgage Loans comprising such Loan
Combination. The
Co-Lender Agreements consist of the 200 Park Avenue Co-Lender
Agreement, the
Courtyard by Marriott Co-Lender Agreement, the 1166 Avenue of the
Americas
Co-Lender Agreement, the Station Place I Co-Lender Agreement, the
Mathilda
Research Centre Co-Lender Agreement and the other A/B Co-Lender
Agreements.
-36-
"Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 2005-C7, Commercial Mortgage
Pass-Through
Certificates, Series 2005-C7".
"Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Collection
Period with respect to each Loan Combination and all related
matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool
(exclusive of
those Trust Mortgage Loans and any REO Trust Mortgage Loans that
are part of a
Loan Combination) and all related matters.
"Combination Trust Mortgage Loan" shall mean any Trust Mortgage
Loan
that constitutes part of a Loan Combination. The Combination Trust
Mortgage
Loans are the 200 Park Avenue Trust Mortgage Loan, the Courtyard by
Marriott
Trust Mortgage Loan, the 1166 Avenue of the Americas Trust Mortgage
Loan, the
Station Place I Trust Mortgage Loan, the Mathilda Research Centre
Trust Mortgage
Loan and the other Serviced Note A Trust Mortgage Loans.
"Commission" shall mean the Securities and Exchange Commission or
any
successor agency.
"Component Notional Amount" shall mean the notional amount on which
any REMIC III Component of either Class of Interest-Only
Certificates accrues
interest, which, as of any date of determination, is equal to the
then current
Uncertificated Principal Balance of such REMIC III Component's
Corresponding
REMIC II Regular Interest.
"Condemnation Proceeds" shall mean all cash amounts Received by the
Trust in connection with 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 terms of the related Mortgage.
"Controlling Class" shall mean, as of any date of determination,
the
then most subordinate (based on the payment priorities set forth in
Sections
4.01(a) and 4.01(b)) outstanding Class of Principal Balance
Certificates
(exclusive of the Class CM and Class SP Certificates) that has a
Class Principal
Balance that is at least equal to 25% of the Original Class
Principal Balance of
such Class; provided that if no such Class of Principal Balance
Certificates has
as of such date of determination a Class Principal Balance that is
at least
equal to 25% of its Original Class Principal Balance, then the
Controlling Class
shall be the then most subordinate (based on the payment priorities
set forth in
Sections 4.01(a) and 4.01(b)) outstanding Class of Principal
Balance
Certificates (exclusive of the Class CM and Class SP Certificates)
that has a
Class Principal Balance greater than zero; and provided, further,
that, for
purposes of determining, and exercising the rights of, the
Controlling Class,
all of the Senior Class A Certificates shall be deemed to
constitute a single
Class of Certificates. The Trustee shall notify the other parties
hereto of any
change in the Class of Certificates that constitutes the
Controlling Class
pursuant to this definition.
"Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.
-37-
"Controlling Class Representative" shall have the meaning assigned
thereto in Section 6.09(b).
"Controlling Class Representative Confirmation" shall have the
meaning
assigned thereto in Section 6.09(b).
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 135 South
LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and
Trust Services Group -- LB-UBS Commercial Mortgage Trust 2005-C7.
"Corrected Mortgage Loan" shall mean any Serviced Mortgage Loan
that
had been a Specially Serviced Mortgage Loan but has ceased to be
such in
accordance with the definition of "Specially Serviced Mortgage
Loan" (other than
by reason of a Liquidation Event occurring in respect of such
Serviced Mortgage
Loan or the related Mortgaged Property's becoming an REO Property).
None of the
Mortgage Loans comprising an Outside Serviced Loan Combination
shall constitute
a Corrected Mortgage Loan under this Agreement.
"Corrected Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes a Corrected Mortgage Loan.
"Corresponding REMIC II Regular Interest" shall mean: (a) with
respect
to any Class of Principal Balance Certificates, the REMIC II
Regular Interest
that has an alphabetic or alphanumeric, as applicable, designation
that is the
same as the alphabetic or alphanumeric, as the case may be,
designation for such
Class of Principal Balance Certificates (provided that each REMIC
II Regular
Interest with an alphanumeric designation that begins "A-1-" shall
be a
Corresponding REMIC II Regular Interest with respect to the Class
A-1
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-1A-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-1A Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "A-2-" shall be a
Corresponding REMIC II
Regular Interest with respect to the Class A-2 Certificates, each
REMIC II
Regular Interest with an alphanumeric designation that begins
"A-AB-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class
A-AB
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-4-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-4 Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "D-" shall be a Corresponding
REMIC II
Regular Interest with respect to the Class D Certificates, and each
REMIC II
Regular Interest with an alphanumeric designation that begins "E-"
shall be a
Corresponding REMIC II Regular Interest with respect to the Class E
Certificates); (b) with respect to any Class X-CL REMIC III
Component, the REMIC
II Regular Interest that has an alphabetic or alphanumeric, as
applicable,
designation that, when preceded by "X-CL-", is the same as the
alphabetic or
alphanumeric, as the case may be, designation for such Class X-CL
REMIC III
Component; and (c) with respect to any Class X-CP REMIC III
Component, the REMIC
II Regular Interest that has an alphabetic or alphanumeric, as
applicable,
designation that, when preceded by "X-CP-", is the same as the
alphabetic or
alphanumeric, as the case may be, designation for such Class X-CP
REMIC III
Component.
"Corresponding Class X-CP REMIC III Component" shall mean, with
respect to any Class X-CL REMIC III Component, any Class X-CP REMIC
III
Component that has the same
-38-
Corresponding REMIC II Regular Interest as such Class X-CL REMIC
III Component.
If the Corresponding REMIC II Regular Interest for any Class X-CL
REMIC III
Component is not also a Corresponding REMIC II Regular Interest for
a Class X-CP
REMIC III Component, then such Class X-CL REMIC III Component shall
not have a
Corresponding Class X-CP REMIC III Component.
"Courtyard by Marriott Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Collection Period" shall mean, with respect
to
any Trust Master Servicer Remittance Date or any Distribution Date,
the period
commencing on the day immediately following the Courtyard by
Marriott
Determination Date in the calendar month preceding the calendar
month in which
such Trust Master Servicer Remittance Date or such Distribution
Date, as the
case may be, occurs (or, in the case of each of the initial Trust
Master
Servicer Remittance Date and the initial Distribution Date,
commencing
immediately following the Cut-off Date) and ending on and including
the
Courtyard by Marriott Determination Date in the calendar month in
which such
Trust Master Servicer Remittance Date or such Distribution Date, as
the case may
be, occurs.
"Courtyard by Marriott Determination Date" shall mean the
"Remittance
Date" under the Courtyard by Marriott Co-Lender Agreement.
"Courtyard by Marriott Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Master Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Mortgage Loan" shall mean the Courtyard by
Marriott Trust Mortgage Loan or any Courtyard by Marriott Non-Trust
Mortgage
Loan, as applicable.
"Courtyard by Marriott Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Non-Trust Mortgage Loan Noteholder" shall
mean
the holder (or, if applicable, the collective holders) of the
Mortgage Note for
the Courtyard by Marriott Non-Trust Mortgage Loan.
"Courtyard by Marriott Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Note A-1 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Note A-1 Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the Courtyard by Marriott Note A-1 Non-Trust
Mortgage Loan.
"Courtyard by Marriott Note A-2 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.
-39-
"Courtyard by Marriott Note A-2 Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the Courtyard by Marriott Note A-2 Non-Trust
Mortgage Loan.
"Courtyard by Marriott Note B Non-Trust Mortgage Loan" shall mean,
together, the Courtyard by Marriott Note B-1 Non-Trust Mortgage
Loan and the
Courtyard by Marriott Note B-2 Non-Trust Mortgage Loan.
"Courtyard by Marriott Note B-1 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Note B-2 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Note B Non-Trust Mortgage Loan Noteholder"
shall mean the collective holders of the Mortgage Notes for the
Courtyard by
Marriott Note B Non-Trust Mortgage Loan.
"Courtyard by Marriott Noteholders" shall mean, collectively, the
holder of the Mortgage Note for the Courtyard by Marriott Trust
Mortgage Loan,
together with the Courtyard by Marriott Non-Trust Mortgage Loan
Noteholders.
"Courtyard by Marriott Servicer" shall mean the Courtyard by
Marriott
Master Servicer or the Courtyard by Marriott Special Servicer.
"Courtyard by Marriott Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Special Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.
"Courtyard by Marriott Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage
Loan is
identified on the Trust Mortgage Loan Schedule by loan number 3 and
is, together
with the Courtyard by Marriott Non-Trust Mortgage Loans, secured by
the same
Mortgage on the Courtyard by Marriott Mortgaged Property.
"Courtyard by Marriott Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.
"Courtyard by Marriott Underlying Collection Period" shall mean,
with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the
initial
Courtyard by Marriott Servicing Agreement) with respect to the
Courtyard by
Marriott Loan Combination that ends in the calendar month in which
such
Distribution Date or Trust Master Servicer Remittance Date, as the
case may be,
occurs.
"Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS
Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to
Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement,
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(i) if such Trust Mortgage Loan has an original principal balance
equal to or
less than $10,000,000, the entire amount of such costs and
expenses, but only in
the event such costs and expenses exceed a threshold of $10,000,
and (ii) if
such Trust Mortgage Loan has an original principal balance greater
than
$10,000,000, the entire amount of such costs and expenses, but only
in the event
such costs and expenses exceed a threshold of $25,000. In the case
of each of
clauses (i) and (ii) above in this definition, in the event the
subject costs
and expenses do not exceed the required threshold stated in the
subject clause,
the "Covered Costs" shall be $0.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided that no Loan
Combination shall
constitute a Cross-Collateralized Group.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that
is cross-defaulted and cross-collateralized with any other Mortgage
Loan;
provided that none of the Mortgage Loans in a Loan Combination
shall constitute
a Cross-Collateralized Mortgage Loan.
"Custodial Account" shall mean the Pool Custodial Account or any
Loan
Combination Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for some
or all of 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" shall mean, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage
Loan that was
originated after October 11, 2005, the related date of origination
of such
Mortgage Loan; and (ii) for every other Mortgage Loan, October 11,
2005.
"Cut-off Date Balance" shall mean, with respect to any Mortgage
Loan,
the outstanding principal balance of such Mortgage Loan as of the
Cut-off Date,
net of all unpaid payments of principal due in respect thereof on
or before such
date.
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to
the Trust (or,
if applicable, a Serviced Non-Trust Mortgage Loan Noteholder) in
respect of any
Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.
"Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), any
amounts collected thereon (other than late payment charges and
Prepayment
Consideration) that represent penalty interest (arising out of a
default) in
excess of (i) interest accrued on the principal balance of such
Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), at the
related Mortgage Rate (net of any applicable Additional Interest
Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD
Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after
the related
Anticipated Repayment Date, any Additional Interest; and (b) with
respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), any amounts Received by the Trust thereon
that represent
"Default Interest" as defined under the related Outside Servicing
Agreement or,
if not defined therein, as defined under the related Co-Lender
Agreement.
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"Defaulting Party" shall have the meaning assigned thereto in
Section
7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.20(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Mortgage Loan, the Government Securities required or permitted to
be pledged in
lieu of prepayment pursuant to the terms thereof in order to obtain
a release of
the related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto
in Section 3.04(a).
"Defeasance Mortgage Loan" shall mean any Mortgage Loan that
permits
the related Mortgagor to pledge Defeasance Collateral to the holder
of such
Mortgage Loan in connection with obtaining the release of all or
any portion of
the related Mortgaged Property (or permits the holder of such
Mortgage Loan to
require the related Mortgagor to pledge Defeasance Collateral to
the holder of
such Mortgage Loan in lieu of prepayment).
"Defeasance Serviced Trust Mortgage Loan" shall mean any Defeasance
Trust Mortgage Loan that is also a Serviced Trust Mortgage Loan.
"Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Defeasance Mortgage Loan.
"Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered
Certificate that has been issued as a Definitive Certificate.
"Definitive Subordinate Certificate" shall mean any Subordinate
Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean SASCO II.
"Depositor Backup Certification" shall have the meaning assigned
thereto in Section 8.15(j).
"Depository" shall mean 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 Exchange Act.
"Depository Participant" shall mean 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" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Determination
Date with respect to each Loan
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Combination and all related matters, and (ii) the Trust
Determination Date with
respect to the Mortgage Pool (exclusive of those Trust Mortgage
Loans and any
REO Trust Mortgage Loans that are part of a Loan Combination) and
all related
matters.
"Directly Operate" shall mean, with respect to any Administered REO
Property, the furnishing or rendering of services to the tenants
thereof, the
management or operation of such Administered REO Property, the
holding of such
REO Property primarily for sale or lease, the performance of any
construction
work thereon or any use of such Administered REO Property in a
trade or business
conducted by REMIC I (or, if held thereby, any related Loan REMIC)
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 Administered 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 Administered REO Property.
"Discount Rate" shall mean, with respect to any prepaid Trust
Mortgage
Loan or REO Trust Mortgage Loan, for purposes of allocating any
Prepayment
Consideration Received by the Trust with respect thereto among the
respective
Classes of the YM Principal Balance Certificates, a rate which,
when compounded
monthly, is equivalent to the Yield Maintenance Treasury Rate, when
compounded
semi-annually.
"Dispute" shall have the meaning assigned thereto in Section
2.03(i).
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Residual Interest Certificate, any Non-United States Tax
Person or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest Certificate and, for purposes of Treasury
regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code,
(b) certifies
that it understands that, for purposes of Treasury regulations
section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS
Form W-8ECI
or successor form and has agreed to update such form as required
under the
applicable Treasury regulations; or (2) a Non-United States Tax
Person that has
delivered to the Transferor, the Trustee and the Certificate
Registrar an
opinion of nationally recognized tax counsel to the effect that (x)
the Transfer
of such Residual Interest Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Residual Interest Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that 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 income); (iii) rural
electric and
telephone cooperatives described in Section 1381 of the Code; or
(iv) any other
Person so designated by the Trustee or the Tax Administrator based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Interest Certificate by such Person may
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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 Interest 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.
"Disqualified Partnership" shall mean any domestic entity
classified
as a partnership under the Code if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates for any Distribution Date,
subject to
Section 4.05(b), an amount of interest equal to (a) the amount of
Accrued
Certificate Interest in respect of such Class of Certificates for
the related
Interest Accrual Period, reduced (to not less than zero) by (b)
that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates as provided below. For
purposes of
the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each
Distribution Date shall be allocated:
(i) to each Class of the Class CM Certificates, in an amount equal
to
the lesser of (A) the amount of Accrued Certificate Interest with
respect
to the subject Class of Class CM Certificates for the related
Interest
Accrual Period and (B) the product of (1) the portion, if any, of
such Net
Aggregate Prepayment Interest Shortfall that is attributable to the
Cherryvale Mall Trust Mortgage Loan, multiplied by (2) a fraction
(not
greater than one or less than zero), the numerator of which is
equal to the
amount of Accrued Certificate Interest with respect to the subject
Class of
Class CM Certificates for the related Interest Accrual Period, and
the
denominator of which is the aggregate amount of Accrued Certificate
Interest with respect to all of the Class CM Certificates for the
related
Interest Accrual Period, multiplied by (3) a fraction (not greater
than one
or less than zero), the numerator of which is the portion of the
applicable
principal prepayment or other early collection of principal on the
Cherryvale Mall Trust Mortgage Loan that is included in the Class
CM
Principal Distribution Amount for such Distribution Date, and the
denominator of which is the entire amount of such principal
prepayment or
other early collection of principal on the Cherryvale Mall Trust
Mortgage
Loan;
(ii) to each Class of the Class SP Certificates in an amount equal
to
the lesser of (A) the amount of Accrued Certificate Interest with
respect
to the subject Class of Class SP Certificates for the related
Interest
Accrual Period and (B) the product of (1) the portion, if any, of
such Net
Aggregate Prepayment Interest Shortfall that is attributable to the
Station
Place I Loan Component A-1b, multiplied by (2) a fraction (not
greater than
one or less than zero), the numerator of which is equal to the
amount of
Accrued Certificate Interest with respect to the subject Class of
Class SP
Certificates for the related Interest Accrual Period, and the
denominator
of which is the aggregate amount of Accrued Certificate Interest
with
respect to all of the Class SP Certificates for the related
Interest
Accrual Period; and
(iii) to each other Class of Regular Interest Certificates in an
amount equal to the lesser of (A) the amount of Accrued Certificate
Interest with respect to the subject Class of Regular Interest
Certificates
for the related Interest Accrual Period and (B) the product of (1)
the
entire amount of such Net Aggregate Prepayment Interest Shortfall
(exclusive of any portion thereof that is allocable to the Class CM
Certificates and/or the Class SP Certificates), multiplied
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by (2) a fraction, the numerator of which is equal to the amount of
Accrued
Certificate Interest with respect to the subject Class of Regular
Interest
Certificates for the related Interest Accrual Period, and the
denominator
of which is equal to the aggregate amount of Accrued Certificate
Interest
with respect to all the Classes of Regular Interest Certificates
(exclusive
of the Class CM Certificates and the Class SP Certificates) for the
related
Interest Accrual Period.
"Distributable Component Interest" shall mean, with respect to any
REMIC III Component of either Class of Interest-Only Certificates
for any
Distribution Date, subject to Section 4.05(b), an amount of
interest equal to
(a) the amount of Accrued Component Interest in respect of such
REMIC III
Component for the related Interest Accrual Period, reduced (to not
less than
zero) by (b) the product of (i) the entire portion of any Net
Aggregate
Prepayment Interest Shortfall for such Distribution Date that was
allocated to
such Class of Interest-Only Certificates in accordance with the
definition of
"Distributable Certificate Interest", multiplied by (ii) a
fraction, the
numerator of which is the amount of any Accrued Component Interest
in respect of
such REMIC III Component for the related Interest Accrual Period,
and the
denominator of which is the amount of the Accrued Certificate
Interest in
respect of such Class of Interest-Only Certificates for the related
Interest
Accrual Period.
"Distribution Date" shall mean the date each month, commencing in
November 2005, on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the fourth
Business Day
following the Trust Determination Date in such calendar month.
"Distribution Date Statement" shall have the meaning assigned
thereto
in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Mortgage Loan on or
prior to its Stated Maturity Date, the day of the month set forth
in the related
Mortgage Note on which each Monthly Payment on such Mortgage Loan
is scheduled
to be first due; (ii) with respect to any Mortgage Loan after its
Stated
Maturity Date, the day of the month set forth in the related
Mortgage Note on
which each Monthly Payment on such Mortgage Loan had been scheduled
to be first
due; and (iii) with respect to any REO Mortgage Loan, the day of
the month set
forth in the related Mortgage Note on which each Monthly Payment on
the related
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Trust Mortgage Loan" shall mean, subject to
Section
2.06(b), any Trust Mortgage Loan that provides the related
Mortgagor with the
option to defease such Trust Mortgage Loan in its entirety prior to
the second
anniversary of the Closing Date. The Early Defeasance Trust
Mortgage Loans, if
any, are identified on Schedule VII hereto. If Schedule VII hereto
does not
identify any Trust Mortgage Loan as an Early Defeasance Trust
Mortgage Loan,
then Section 2.06(b) shall apply.
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with a
federal or state chartered depository institution or trust company,
the
long-term deposit or unsecured debt obligations of which are rated
at least
"AA-" (or, if such depository institution or trust company has
short-term
unsecured debt obligations rated at least "A-1" by S&P, at
least "A-") by S&P,
at least "AA-" by Fitch and, if applicable, at least "Aa3" by
Moody's (or, in
the case of either Rating Agency or, if applicable,
-45-
Moody's, such lower rating as will not result in an Adverse Rating
Event with
respect to any Class of Certificates or, if applicable, any class
of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by such
Rating
Agency or, if applicable, Moody's, as evidenced in writing by such
Rating Agency
or, if applicable, Moody's) at any time funds are on deposit
therein (if such
funds are to be held for more than 30 days), or the short-term
deposits of which
are rated at least "A-1" by S&P, at least "F-1" by Fitch and,
if applicable, at
least "P-1" by Moody's (or, in the case of either Rating Agency or,
if
applicable, Moody's, such lower rating as will not result in an
Adverse Rating
Event with respect to any Class of Certificates or, if applicable,
any class of
Specially Designated Non-Trust Mortgage Loan Securities, that is
rated by such
Rating Agency or, if applicable, Moody's, as evidenced in writing
by such Rating
Agency or, if applicable, Moody's) at any time funds are on deposit
therein (if
such funds are to be held for 30 days or less); or (ii) a
segregated trust
account maintained with the trust department of a federal or state
chartered
depository institution or trust company acting in its fiduciary
capacity (which
may be the Trustee), which has a combined capital and surplus of at
least
$50,000,000, is subject to supervision or examination by federal or
state
authority and, 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 Section 9.10(b); (iii) an account
or accounts
maintained with PNC Bank so long as PNC Bank shall have (A) a
long-term
unsecured debt rating of at least "A1" from Moody's and a short
term unsecured
debt rating of at least "P-1" from Moody's and (B) a long-term
unsecured debt
rating of at least "A" from S&P and a short-term unsecured debt
rating of at
least "A-1" from S & P; or (iv) any other account, the use of
which would not,
in and of itself, cause an Adverse Rating Event with respect to any
Class of
Certificates or, if applicable, any class of Specially Designated
Non-Trust
Mortgage Loan Securities that, in any event, is rated by either
Rating Agency
or, if applicable, Moody's, as evidenced in writing by such Rating
Agency or, if
applicable, Moody's; provided that the references to Moody's and to
the ratings
thereof in clauses (i) and (iv) of this definition shall not apply
unless the
account in question relates solely to a Serviced Loan Combination
that includes
one or more Specially Designated Securitized Non-Trust Mortgage
Loans or any
successor REO Mortgage Loans with respect thereto that back
Specially Designated
Non-Trust Mortgage Loan Securities rated by Moody's.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie
Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments,
each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Serviced
Mortgage Loans identified on Schedule IV hereto.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean 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 items for which an
escrow has
been created in respect of the related Mortgaged Property.
-46-
"Euroclear" shall mean The Euroclear System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section
7.01(a).
"Excess Defeasance Deposit Proceeds" shall mean, with respect to an
Early Defeasance Trust Mortgage Loan for which the related
Mortgagor has
exercised its option to defease such Trust Mortgage Loan prior to
the second
anniversary of the Closing Date, subject to Section 2.06(b), the
excess, if any,
of any cash amount tendered by such Mortgagor in order to purchase
Defeasance
Collateral or other permitted collateral for purposes of defeasing
such Trust
Mortgage Loan in accordance with the related loan documents, over
an amount
equal to, with respect to such Trust Mortgage Loan, the aggregate
of the amounts
specified in clauses (a) through (e) of the definition of "Purchase
Price" in
this Agreement.
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Trust Mortgage Loan or an Administered REO Property, net
of (i)
interest on any related Advances, (ii) any related Servicing
Advances, (iii) any
Liquidation Fee payable from such Net Liquidation Proceeds, and
(iv) in the case
of a Trust Mortgage Loan that is part of, or an REO Property that
relates to, a
Serviced Loan Combination, the portion of such Net Liquidation
Proceeds payable
to the related Non-Trust Mortgage Loan Noteholder(s), over (b) the
amount needed
to pay off the subject Trust Mortgage Loan or the related REO Trust
Mortgage
Loan, as applicable, in full.
"Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the
Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE],
as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2005-C7,
Commercial Mortgage Pass-Through Certificates, Series 2005-C7".
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Act Reports" shall have the meaning assigned thereto in
Section 8.15(a).
"Exemption-Favored Party" shall mean any of (i) Lehman Brothers,
(ii)
any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Lehman
Brothers, and
(iii) any member of any underwriting syndicate or selling group of
which any
Person described in clauses (i) and (ii) is a manager or co-manager
with respect
to a Class of Investment Grade Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FASB 140" shall mean the Financial Accounting Standards Board's
Statement No. 140, entitled "Accounting for Transfers and Servicing
of Financial
Assets and Extinguishment of Liabilities", issued in September
2002.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
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"Filing Agent" shall have the meaning assigned thereto in Section
2.01(c).
"Filing Letter Agreement" shall have the meaning assigned thereto
in
Section 2.01(c).
"Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the
Certificates in
connection with a termination of the Trust Fund pursuant to Article
IX.
"Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage
Loan or
Administered REO Property that there has been a recovery of all
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or
recoveries that the Special Servicer has determined, in accordance
with the
Servicing Standard, will be ultimately recoverable (without regard
to any
Mathilda Research Centre Reserve Collateral); provided that the
term "Final
Recovery Determination" shall not apply to (i) a Specially Serviced
Mortgage
Loan that was paid in full; or (ii) a Specially Serviced Trust
Mortgage Loan or
Administered REO Property, as the case may be, that was the subject
of a
Permitted Purchase; and provided, further, that the term "Final
Recovery
Determination" shall include any comparable determination made with
respect to
an Outside Serviced Trust Mortgage Loan or any related REO Property
by a related
Outside Servicer pursuant to the related Outside Servicing
Agreement.
"Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal agent
hereunder, or any successor fiscal agent appointed as herein
provided.
"Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency 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 Fiscal Agent, the
Master Servicer
and the Special Servicer, and specific ratings of Fitch, Inc.
herein referenced
shall be deemed to refer to the equivalent ratings of the party so
designated.
"FV Bid" shall have the meaning assigned thereto in Section
3.18(d).
"FV Price" shall have the meaning assigned thereto in Section
3.18(c).
"GAAP" shall mean generally accepted accounting principles in the
United States of America.
"General Special Servicer" shall have the meaning assigned thereto
in
Section 7.01(e).
"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule
144A Global
Certificate or the related Regulation S Global Certificate.
"Government Securities" shall mean "Government Securities" as
defined
in Section 2(a)(16) of the Investment Company Act of 1940,
excluding any such
securities that are not acceptable to either Rating Agency as
Defeasance
Collateral.
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"Grantor Trust" shall mean, subject to Section 2.05(b), that
certain
"grantor trust" (within the meaning of the Grantor Trust
Provisions) consisting
of the Grantor Trust Assets.
"Grantor Trust Assets" shall mean, subject to Section 2.05(b), any
collections of Additional Interest Received by the Trust with
respect to any ARD
Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect
thereto.
"Grantor Trust Provisions" shall mean Subpart E of Part 1 of
Subchapter J of the Code, including Treasury regulations section
301.7701-4(c)(2).
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which
the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Group CM REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest CM-1, REMIC II Regular Interest CM-2, REMIC II
Regular Interest
CM-3 and REMIC II Regular Interest CM-4.
"Group SP REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest SP-1, REMIC II Regular Interest SP-2, REMIC II
Regular Interest
SP-3, REMIC II Regular Interest SP-4, REMIC II Regular Interest
SP-5, REMIC II
Regular Interest SP-6 and REMIC II Regular Interest SP-7.
"Group 1 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 1.
"Group 2 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 2.
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including 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 asbestos and asbestos-containing materials,
polychlorinated biphenyls,
radon gas, petroleum and petroleum products and urea formaldehyde.
"Holder" shall mean a Certificateholder.
"HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the
Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Controlling
Class Certificateholder, any Class CM Certificateholder, any Class
SP
Certificateholder, any Non-Trust Mortgage Loan Noteholder 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, any
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, any Class CM Certificateholder, any Class SP
Certificateholder, any Non-Trust Mortgage Loan Noteholder, or any
Affiliate
thereof, and (iii) is not connected with the Depositor, any
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Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Controlling
Class Certificateholder, any Class CM Certificateholder, any Class
SP
Certificateholder, any Non-Trust Mortgage Loan Noteholder 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, a
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, a Controlling
Class
Certificateholder, a Class CM Certificateholder, a Class SP
Certificateholder, a
Non-Trust Mortgage Loan Noteholder 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, such Mortgage Loan Seller, the Master Servicer,
the Special
Servicer, such Controlling Class Certificateholder, such Class CM
Certificateholder, such Class SP Certificateholder, such Non-Trust
Mortgage Loan
Noteholder or any Affiliate thereof, as the case may be; provided
that such
ownership constitutes less than 1% of the total assets owned by
such Person.
"Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five years experience in the subject
property type and
market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to REMIC I (or, solely for
purposes of an
Early Defeasance Trust Mortgage Loan or any corresponding REO
Property, any
related Loan REMIC) within the meaning of Section 856(d)(3) of the
Code if such
REMIC Pool 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 at no expense to the Master Servicer, the
Special
Servicer, the Trustee or the Trust Fund, delivered to the Trustee
(and, if a
Serviced Loan Combination is involved, to the related Serviced
Non-Trust
Mortgage Loan Noteholder(s)), provided that (i) such REMIC Pool
does not receive
or derive any income from such Person and (ii) the relationship
between such
Person and such REMIC Pool is at arm's length, all within the
meaning of
Treasury regulations section 1.856-4(b)(5); or (b) any other Person
upon receipt
by the Trustee (and, if a Serviced Loan Combination is involved, by
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) 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
Administered 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 Administered REO Property to cease
to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for
purposes of Section 860D(a) of the Code, or cause any income
realized in respect
of such Administered REO Property to fail to qualify as Rents from
Real
Property, due to such Person's failure to be treated as an
Independent
Contractor.
"Initial Bidder" shall have the meaning assigned thereto in Section
3.18(d).
"Initial Deposit" shall mean, with respect to each Initial Deposit
Mortgage Loan, if any, the supplemental payment from the related
Mortgage Loan
Seller identified on Schedule V hereto, in the amount specified for
such Initial
Deposit Mortgage Loan on Schedule V hereto.
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"Initial Deposit Mortgage Loans" shall mean each of the Trust
Mortgage
Loans, if any, identified on Schedule V hereto.
"Initial Pool Balance" shall mean the aggregate of the Cut-off Date
Balances of all the Trust Mortgage Loans.
"Initial Resolution Period" shall have the meaning assigned thereto
in
Section 2.03(a).
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage Loan,
any
hazard insurance policy, flood insurance policy, title policy,
Environmental
Insurance 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" shall mean the 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" shall have the meaning assigned
thereto
in Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any
Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular Interest,
any Class of Regular Interest Certificates or any particular REMIC
III Component
of a Class of Interest-Only Certificates, in each case consisting
of one of the
following: (i) a 360-day year consisting of twelve 30-day months;
(ii) actual
number of days elapsed in a 360-day year; (iii) actual number of
days elapsed in
a 365-day year; or (iv) actual number of days elapsed in an actual
calendar year
(taking account of leap year).
"Interest Accrual Period" shall mean, with respect to any
Distribution
Date, the period commencing on the 11th calendar day of the month
immediately
preceding the month in which such Distribution Date occurs and
ending on the
10th calendar day of the month in which such Distribution Date
occurs.
"Interest-Only Certificates" shall mean, collectively, the Class
X-CL
and Class X-CP Certificates.
"Interested Person" shall mean the Depositor, the Master Servicer,
the
Special Servicer, the Trustee, the Fiscal Agent, any
Certificateholder, or any
Affiliate of any such Person.
"Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account)
created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as
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Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust
2005-C7, Commercial Mortgage Pass-Through Certificates, Series
2005-C7".
"Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs during February of 2006 or February
of any year
thereafter or that occurs during January of 2006 or January of any
year
thereafter that is not a leap year, an amount equal to one day's
interest
accrued at the related Mortgage Rate (net of the related Additional
Interest
Rate, in the case of an ARD Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto after the related Anticipated
Repayment Date,
and net of the Actual/360 Equivalent of the related Outside
Servicing Fee Rate,
in the case of an Outside Serviced Trust Mortgage Loan or any
successor REO
Trust Mortgage Loan with respect thereto) 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 due on such Due Date),
to the
extent that a Monthly Payment or an Assumed Monthly Payment, as
applicable, is
Received by the Trust in respect thereof for such Due Date as of
the related
Determination Date or a P&I Advance is made under this
Agreement in respect
thereof for such Due Date by such Distribution Date; provided that,
in the case
of the Station Place I Trust Mortgage Loan or any successor REO
Trust Mortgage
Loan with respect thereto, the Interest Reserve Amount shall be
calculated based
on the Stated Principal Balance of, and be solely allocable to, the
Station
Place I Loan Component A-1a. For purposes of the prior sentence,
the term
"Actual/360 Equivalent of the related Outside Servicing Fee Rate"
means a rate
per annum equal to the product of (a) the subject Outside Servicing
Fee Rate,
multiplied by (b) a fraction, expressed as a percentage, the
numerator of which
is 30 and the denominator of which is the number of days in the
related Interest
Accrual Period.
"Interest Reserve Mortgage Loan" shall mean any Trust Mortgage Loan
that accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO Trust
Mortgage
Loan as to which the predecessor Trust Mortgage Loan was an
Interest Reserve
Mortgage Loan.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate that is rated in one of the four
highest generic
rating categories by at least one Rating Agency.
"Investment Period" shall mean: (a) with respect to any investment
of
funds in any Master Servicer Account (other than a Custodial
Account) or any REO
Account, the period that ends at the close of business (New York
City time) on
each Trust Determination Date (or, if the subject Investment
Account relates
solely to a Serviced Loan Combination, on each related Loan
Combination
Determination Date) and commences immediately following the end of
the prior
such period (or, in the case of the first such period, commences on
the Closing
Date); (b) with respect to any investment of funds in the Pool
Custodial
Account, the Interest Reserve Account or the Excess Liquidation
Proceeds
Account, the period that ends at the close of business (New York
City time) on
the Business Day prior to each Trust Master Servicer Remittance
Date and
commences immediately following the end of the prior such period
(or, in the
case of the first such period, commences on the Closing Date); (c)
with respect
to any investment of funds in any Loan Combination Custodial
Account, the period
that ends at the close of business (New York City time) on the
Business Day
prior to each related Loan Combination Master Servicer Remittance
Date and
commences immediately following the end of the prior such period
(or, in
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the case of the first such period, commences on the Closing Date);
and (d) with
respect to any investment of funds in the Collection Account, the
period that
ends at the close of business (New York City time) on each Trust
Master Servicer
Remittance Date and commences immediately following the end of the
prior such
period (or, in the case of the first such period, commences on the
Closing
Date); provided that, if and to the extent that the depository
institution
maintaining any REO Account, Custodial Account or Trustee Account
is the obligor
on any investment of funds in such Investment Account, and if such
funds are to
be transferred to another Investment Account or distributed to
Certificateholders or any Serviced Non-Trust Mortgage Loan
Noteholder on the
Business Day following the end of any particular Investment Period
(determined
without regard to this proviso) for such investment, then such
Investment Period
shall be deemed extended through such time on such next succeeding
Business Day
when such transfer or distribution is to occur.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"LaSalle" shall mean LaSalle Bank National Association or its
successor in interest.
"Late Collections" shall mean: (a) with respect to any Trust
Mortgage
Loan, all amounts Received by the Trust in connection therewith
during any
related Collection Period, whether as payments, Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late
collections of
the principal and/or interest portions of a Monthly Payment (other
than a
Balloon Payment) or an Assumed Monthly Payment in respect of such
Trust Mortgage
Loan due or deemed due on a Due Date in a previous related
Collection Period, or
on a Due Date coinciding with or preceding the Cut-off Date, and
not previously
recovered; and (b) with respect to any REO Trust Mortgage Loan, all
amounts
Received by the Trust in connection with the related REO Property
during any
related Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a Monthly
Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the
predecessor Trust Mortgage Loan, or the principal and/or interest
portions of an
Assumed Monthly Payment in respect of such REO Trust Mortgage Loan,
due or
deemed due on a Due Date in a previous related Collection Period
and not
previously recovered.
"LBHI" shall mean Lehman Brothers Holdings Inc. or its successor in
interest.
"LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of October 25,
2005, between
LBHI and the Depositor.
"LBHI Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LBHI to the Depositor, pursuant to the
LBHI/Depositor Mortgage
Loan Purchase Agreement.
"LB-UBS Series 2005-C3 Certificates" shall have the meaning
assigned
thereto in the Preliminary Statement.
"LB-UBS Series 2005-C3 Securitization" shall have the meaning
assigned
thereto in the Preliminary Statement.
"LB-UBS Series 2005-C5 Certificates" shall have the meaning
assigned
thereto in the Preliminary Statement.
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"LB-UBS Series 2005-C5 Securitization" shall have the meaning
assigned
thereto in the Preliminary Statement.
"Legal Final Distribution Date" shall mean, with respect to any
Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular
Interest, any Class of Regular Interest Certificates or any
particular REMIC III
Component of a Class of Interest-Only Certificates, the "latest
possible
maturity date" thereof, calculated solely for purposes of
satisfying Treasury
regulations section 1.860G-1(a)(4)(iii).
"Lehman Brothers" shall mean Lehman Brothers Inc. or its successor
in
interest.
"Lehman Mortgage Loan Seller" shall mean: (a) LBHI in matters
relating
to a LBHI Trust Mortgage Loan; and (b) LUBS in matters relating to
a LUBS Trust
Mortgage Loan.
"Lehman Trust Mortgage Loan" shall mean any LBHI Trust Mortgage
Loan
or LUBS Trust Mortgage Loan, as applicable.
"Liquidation Event" shall mean: (a) with respect to any Trust
Mortgage
Loan or Serviced Non-Trust 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, or (iii) in the case of a Trust
Mortgage Loan,
such Mortgage Loan is the subject of a Permitted Purchase; and (b)
with respect
to any REO Property (and the related REO Mortgage Loan(s)), any of
the following
events--(i) a Final Recovery Determination is made with respect to
such REO
Property, or (ii) such REO Property is the subject of a Permitted
Purchase.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in connection with the liquidation
of any
Specially Serviced Mortgage Loan pursuant to Section 3.09 or in
connection with
the sale of a Specially Serviced Mortgage Loan or an Administered
REO Property
in accordance with Section 3.18, or in connection with the final
payoff of a
Corrected Mortgage Loan (including legal fees and expenses,
committee or referee
fees and, if applicable, brokerage commissions and conveyance
taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain
specified events in
respect of a Specially Serviced Mortgage Loan or an Administered
REO Property
pursuant to, Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or Administered REO Property as to which a
Liquidation
Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues)
Received by the
Trust (or, in the case of a Serviced Loan Combination or any
related
Administered REO Property, collected on behalf of the Trust and/or
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with:
(i) the full
or partial liquidation of a Mortgaged Property or other collateral
constituting
security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure
sale, REO Disposition or otherwise, exclusive of any portion
thereof required to
be released to the related Mortgagor in accordance with applicable
law and the
terms and conditions of the related Mortgage Note and Mortgage;
(ii) the
realization upon any deficiency
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judgment obtained against a Mortgagor; (iii) a Permitted Purchase;
(iv) except
for purposes of Section 3.11(c), any Mathilda Research Centre
Reserve Collateral
transferred to the Pool Custodial Account, subject to and in
accordance with the
terms of Section 6.12(l), to cover losses and expenses with respect
to the
Mathilda Research Centre Mortgage Loan or any successor REO
Mortgage Loan with
respect thereto; or (v) except for purposes of Section 3.11(c), the
transfer of
any Loss of Value Payments from the Loss of Value Reserve Fund, or
the deposit
of any other payments contemplated by Section 2.03(d), in any event
to the Pool
Custodial Account.
"Loan Combination" shall mean any group of two or more mortgage
loans,
at least one of which mortgage loans is included in the Trust Fund
and at least
one of which mortgage loans is not included in the Trust Fund, and
all of which
mortgage loans are secured by the same Mortgage(s) on the same
Mortgaged
Property or Properties, as applicable. The Loan Combinations are
the 200 Park
Avenue Loan Combination, the Courtyard by Marriott Loan
Combination, the 1166
Avenue of the Americas Loan Combination, the Station Place I Loan
Combination,
the Mathilda Research Centre Loan Combination and the other
Serviced A/B Loan
Combinations.
"Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the 200 Park
Avenue
Collection Period with respect to the 200 Park Avenue Loan
Combination and all
related matters, (ii) the Courtyard by Marriott Collection Period
with respect
to the Courtyard by Marriott Loan Combination and all related
matters, (iii) the
1166 Avenue of the Americas Collection Period with respect to the
1166 Avenue of
the Americas Loan Combination and all related matters, and (iv) the
Trust
Collection Period with respect to each other Loan Combination and
all related
matters.
"Loan Combination Custodial Account" shall mean, with respect to
each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Master Servicer pursuant to Section 3.04A on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the 200 Park
Avenue
Determination Date with respect to the 200 Park Avenue Loan
Combination and all
related matters, (ii) the Courtyard by Marriott Determination Date
with respect
to the Courtyard by Marriott Loan Combination and all related
matters, (iii) the
1166 Avenue of the Americas Determination Date with respect to the
1166 Avenue
of the Americas Loan Combination and all related matters, and (iv)
the Trust
Determination Date with respect to each other Loan Combination and
all related
matters.
"Loan Combination Master Servicer Remittance Date" shall mean with
respect to any Serviced Loan Combination, the date of each month,
commencing in
November 2005, on which, among other things, the Master Servicer is
required to
make normal monthly remittances to the related Serviced Non-Trust
Mortgage Loan
Noteholder(s), which date shall be: (a) with respect to the Station
Place I Loan
Combination, the Reckson Portfolio I Loan Combination and the
Reckson Portfolio
II Loan Combination, the Business Day immediately following the Due
Date with
respect thereto; and (b) with respect to any other Serviced Loan
Combination,
the Business Day immediately preceding the Distribution Date in
such month.
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"Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Servicing Reports" shall mean, with respect to
each
Serviced Loan Combination, each of the CMSA Delinquent Loan Status
Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report,
CMSA Advance
Recovery Report, CMSA Loan Level Reserve/LOC Reserve, CMSA
Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff
Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial
File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement
Analysis,
CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report, each
as may be modified to reflect the fact that only the related
Mortgaged Property
or Properties or any related REO Property or Properties, as the
case may be,
shall be the subject of such report.
"Loan Combination-Specific Special Servicer" shall have the meaning
assigned thereto in Section 7.01(e).
"Loan Group" shall mean either of Loan Group No. 1 or Loan Group
No.
2.
"Loan Group No. 1" shall mean, collectively, all of the Trust
Mortgage
Loans that are Group 1 Trust Mortgage Loans and any successor REO
Trust Mortgage
Loans with respect thereto.
"Loan Group No. 2" shall mean, collectively, all of the Trust
Mortgage
Loans that are Group 2 Trust Mortgage Loans and any successor REO
Trust Mortgage
Loans with respect thereto.
"Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached
hereto, and
setting forth for each Serviced Mortgage Loan as to which written
notice of
anticipated payoff has been received by the Master Servicer as of
the related
Determination Date preceding the delivery of such report, among
other things,
the loan number, the property name, the ending scheduled loan
balance for the
related Collection Period ending on such Determination Date, the
expected date
of payment, the expected related Distribution Date and the
estimated amount of
the Prepayment Consideration due (if any).
"Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b), the segregated pool of
assets, as to
which a separate REMIC election is to be made, consisting of: (i)
such Trust
Mortgage Loan (for so long as it is subject to this Agreement) and
all payments
under and proceeds of such Trust Mortgage Loan Received by the
Trust after the
Closing Date (other than scheduled payments of interest and
principal due on or
before the Cut-off Date), together with all documents included in
the related
Mortgage File; (ii) any REO Property acquired in respect of such
Trust Mortgage
Loan (for so long as it is subject to this Agreement) and all
income and
proceeds therefrom; (iii) such funds or assets as from time to time
are
deposited in the Pool Custodial Account, the Collection Account,
the Interest
Reserve Account and, if established, the Pool REO Account with
respect to such
Trust Mortgage Loan or any related REO Property; and (iv) insofar
as they relate
to such Trust Mortgage Loan or any related REO Property, the rights
of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement
(but only if
such Trust Mortgage Loan is a UBS Trust Mortgage
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Loan); provided that none of the Loan REMICs shall include (x) any
collections
of Additional Interest or (y) the Loss of Value Reserve Fund or any
amounts on
deposit therein.
"Loan REMIC Interest" shall mean, subject to Section 2.06(b),
either a
Loan REMIC Regular Interest or a Loan REMIC Residual Interest.
"Loan REMIC Regular Interest" shall mean, subject to Section
2.06(b),
the uncertificated "regular interest" within the meaning of Section
860G(a)(1)
of the Code, in a Loan REMIC.
"Loan REMIC Remittance Rate" shall mean: (a) with respect to any
Loan
REMIC Regular Interest that, as of the Closing Date, corresponds to
a Trust
Mortgage Loan that accrues interest on a 30/360 Basis, a rate per
annum that is,
for any Interest Accrual Period, equal to (i) the Mortgage Rate in
effect for
such corresponding Trust Mortgage Loan as of the Closing Date
(without regard to
any modifications, extensions, waivers or amendments of such
corresponding Trust
Mortgage Loan subsequent to the Closing Date), minus (ii) the sum
of (A) the
Master Servicing Fee Rate for such corresponding Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate; and (b) with respect to any Loan REMIC Regular Interest
that, as of
the Closing Date, corresponds to a Trust Mortgage Loan that accrues
interest on
an Actual/360 Basis, a rate per annum that is, for any Interest
Accrual Period,
equal to (i) a fraction (expressed as a percentage), the numerator
of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest
Amount with
respect to such Loan REMIC Regular Interest for such Interest
Accrual Period,
and the denominator of which is the Uncertificated Principal
Balance of such
Loan REMIC Regular Interest immediately prior to the Distribution
Date that
corresponds to such Interest Accrual Period, minus (ii) the sum of
(A) the
Master Servicing Fee Rate for the corresponding Trust Mortgage Loan
(or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate.
"Loan REMIC Residual Interest" shall mean, subject to Section
2.06(b),
the sole uncertificated "residual interest", within the meaning of
Section
860G(a)(2) of the Code, in each Loan REMIC.
"Loan-Specific Certificate" shall mean any Class CM or Class SP
Certificate.
"Loan-Specific Class Representative" shall mean the Class CM
Representative or the Class SP Representative, as applicable.
"Lockout Period" shall mean, with respect to any Mortgage Loan that
prohibits the Mortgagor from prepaying such loan until a date
specified in the
related Mortgage Note or other loan document, the period from the
Closing Date
until such specified date.
"Loss of Value Payment" shall have the meaning assigned thereto
under
Section 2.03(e).
"Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Trustee pursuant to Section 3.04(e),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 2005-C7, Commercial Mortgage
Pass-Through
Certificates, Series 2005-C7, Loss of Value Reserve Fund". The Loss
of Value
Reserve Fund shall be designated as an "outside reserve fund"
(within the
meaning of Treasury regulations section 1.860G-2(h)), pursuant to
Section
2.05(b). The Loss of Value Reserve
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Fund will be part of the Trust Fund but not part of the Grantor
Trust (if
created hereunder taking into account Section 2.05(b)) or any REMIC
Pool.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any Loan REMIC Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(d), over (ii)
the
total amount reimbursed to REMIC I with respect to any Loss
Reimbursement
Amount for such Loan REMIC Regular Interest on all prior
Distribution
Dates, if any, pursuant to Section 4.01(n);
(b) with respect to any REMIC I Regular Interest, for any
Distribution
Date, the excess, if any, of (i) the total amount of all
reductions, if
any, made in the related Uncertificated Principal Balance (without
any
corresponding deemed distribution of principal) on all prior
Distribution
Dates, if any, pursuant to Section 4.04(c), over (ii) the total
amount
reimbursed to REMIC II with respect to any Loss Reimbursement
Amount for
such REMIC I Regular Interest on all prior Distribution Dates, if
any,
pursuant to Section 4.01(m);
(c) with respect to any REMIC II Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(b), over (ii)
the sum
of (A) the total amount reimbursed to REMIC III with respect to any
Loss
Reimbursement Amount for such REMIC II Regular Interest on all
prior
Distribution Dates, if any, pursuant to Section 4.01(l), plus (B)
the total
amount reinstated to the Uncertificated Principal Balance of such
REMIC II
Regular Interest on all prior Distribution Dates, if any, pursuant
to
Section 4.05(c); and
(d) with respect to any Class of Principal Balance Certificates,
for
any Distribution Date, the excess, if any, of (i) the total amount
of all
reductions, if any, made in the related Class Principal Balance
(without
any corresponding distribution of principal) on all prior
Distribution
Dates, if any, pursuant to Section 4.04(a), over (ii) the sum of
(A) the
total amount of such reductions reimbursed to the Holders of such
Class of
Certificates with respect to any related Loss Reimbursement Amount
on all
prior Distribution Dates, if any, pursuant to Section 4.01(a) or
Section
4.01(b), as applicable, plus (B) the total amount of such
reductions
reinstated to the Class Principal Balance of such Class of
Certificates on
all prior Distribution Dates, if any, pursuant to Section 4.05(a).
"LUBS" shall mean LUBS, Inc.
"LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of October 25,
2005, between
LUBS as mortgage loan seller, LBHI as an additional party and the
Depositor.
"LUBS Trust Mortgage Loans" shall mean any Trust Mortgage Loan
transferred by LUBS to the Depositor, pursuant to the
LUBS/Depositor Mortgage
Loan Purchase Agreement.
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"Majority Class CM Certificateholder(s)" shall mean any single
Holder
or group of Holders (or any single Certificate Owner or group of
Certificate
Owners) of Certificates evidencing a majority of the Voting Rights
allocated to
the Class CM Certificates.
"Majority Class SP Certificateholder(s)" shall mean any single
Holder
or group of Holders (or any single Certificate Owner or group of
Certificate
Owners) of Certificates evidencing a majority of the Voting Rights
allocated to
the Class SP Certificates.
"Majority Controlling Class Certificateholder(s)" shall mean any
single Holder or group of Holders (or any single Certificate Owner
or group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Controlling Class.
"Master Servicer" shall mean Wachovia, in its capacity as master
servicer hereunder, or any successor master servicer appointed as
herein
provided.
"Master Servicer Account" shall have the meaning assigned thereto
in
Section 3.06(a).
"Master Servicer Backup Certification" shall have the meaning
assigned
thereto in Section 8.15(h).
"Master Servicer Certification" shall have the meaning assigned
thereto in Section 2.01(d).
"Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the
aggregate
amount of all payments and other collections on or with respect to
the Trust
Mortgage Loans and any related REO Properties (including Loss of
Value Payments
and, in the case of the initial Distribution Date, any Initial
Deposits) that
(i) were Received by the Trust as of the close of business on the
immediately
preceding applicable Determination Date and (ii) are on deposit or
are required
to be on deposit in the Pool Custodial Account as of 12:00 noon
(New York City
time) on such Trust Master Servicer Remittance Date, including any
such payments
and other collections transferred or required to be transferred to
the Pool
Custodial Account from the Pool REO Account (if established) and/or
a Loan
Combination Custodial Account, net of (b) the portion of the
aggregate amount
described in clause (a) of this definition that represents one or
more of the
following--(i) scheduled Monthly Payments that are due on a Due
Date following
the end of the related Collection Period (or, in the case of a
scheduled Monthly
Payment that is due on a Due Date in the same month as such Trust
Master
Servicer Remittance Date but subsequent to the end of the related
Collection
Period, following the end of the calendar month in which such Trust
Master
Servicer Remittance Date occurs), (ii) any amount payable or
reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii)
through (xviii)
of Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv)
any amounts
deposited in the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean, individually and
collectively, as applicable in the context used, (i) the related
Loan
Combination Master Servicer Remittance Date with respect to each
Serviced Loan
Combination and all related matters, and (ii) the Trust Master
Servicer
Remittance Date with respect to the Mortgage Pool (exclusive of the
Serviced
Combination Trust Mortgage Loans and any REO Trust Mortgage Loans
with respect
to the Serviced Combination Trust Mortgage Loans) and all related
matters.
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"Master Servicing Fee" shall mean, with respect to each Serviced
Mortgage Loan (and any REO Mortgage Loan with respect thereto) and
each Outside
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto), the fee designated as such and payable to the
Master Servicer
pursuant to Section 3.11(a).
"Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto) (in the case of the Station Place I Trust Mortgage
Loan,
excluding the Station Place I Component A-1b), a rate per annum
equal to the
related Administrative Cost Rate minus the Trustee Fee Rate; (b)
with respect to
the Station Place I Loan Component A-1b, 0.0125% per annum; (c)
with respect to
each Outside Serviced Trust Mortgage Loan (and any successor REO
Trust Mortgage
Loan with respect thereto), 0.01% per annum; (d) with respect to
the Station
Place I Non-Trust Mortgage Loan (and any successor REO Mortgage
Loan with
respect thereto), 0.0025% per annum; and (e) with respect to each
other Serviced
Non-Trust Mortgage Loan (and any successor REO Mortgage Loan with
respect
thereto), 0.01% per annum.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Document Defect" shall have the meaning assigned thereto
in
Section 2.03(a).
"Mathilda Research Centre Change of Control Event" shall mean any
Serviced Loan Combination Change of Control Event with respect to
the Mathilda
Research Centre Loan Combination.
"Mathilda Research Centre Co-Lender Agreement" shall mean the
Co-Lender Agreement dated as of November 4, 2005, between LBHI as
holder of the
Mortgage Note for the Mathilda Research Centre Trust Mortgage Loan
and LBHI as
holder of the Mortgage Note for the Mathilda Research Centre Note B
Non-Trust
Mortgage Loan.
"Mathilda Research Centre Controlling Party" shall mean the
Serviced
Loan Combination Controlling Party with respect to the Mathilda
Research Centre
Loan Combination.
"Mathilda Research Centre Cure Rights" shall mean the cure rights
granted to the Mathilda Research Centre Note B Non-Trust Mortgage
Loan
Noteholder under Article VII of the Mathilda Research Centre
Co-Lender
Agreement.
"Mathilda Research Centre Directing Lender" shall mean the Serviced
Loan Combination Directing Lender with respect to the Mathilda
Research Centre
Loan Combination.
"Mathilda Research Centre Loan Combination" shall mean the Serviced
Loan Combination consisting of the Mathilda Research Centre Trust
Mortgage Loan
and the Mathilda Research Centre Note B Non-Trust Mortgage Loan (or
any
successor REO Mortgage Loans with respect thereto).
"Mathilda Research Centre Mortgage Loan" shall mean the Mathilda
Research Centre Trust Mortgage Loan or the Mathilda Research Centre
Note B
Non-Trust Mortgage Loan, as applicable.
"Mathilda Research Centre Mortgaged Property" shall mean the
Mortgaged
Property identified on the Trust Mortgage Loan Schedule as Mathilda
Research
Centre.
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"Mathilda Research Centre Note B Non-Trust Mortgage Loan" shall
mean
the Serviced Note B Non-Trust Mortgage Loan that is, together with
the Mathilda
Research Centre Trust Mortgage Loan, secured by the same Mortgage
on the
Mathilda Research Centre Mortgaged Property.
"Mathilda Research Centre Note B Non-Trust Mortgage Loan
Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the Mathilda Research Centre Note B Non-Trust
Mortgage Loan.
"Mathilda Research Centre Noteholders" shall mean the holder of the
Mortgage Note for the Mathilda Research Centre Trust Mortgage Loan,
together
with the Mathilda Research Centre Note B Non-Trust Mortgage Loan
Noteholder.
"Mathilda Research Centre Reserve Collateral": Any "Reserve
Collateral" within the meaning of the Mathilda Research Centre
Co-Lender
Agreement.
"Mathilda Research Centre Special Servicer" shall mean any special
servicer hereunder responsible for special servicing the Mathilda
Research
Centre Loan Combination or any related REO Property; provided that,
if such
special servicer has special servicing responsibilities with
respect to other
Serviced Mortgage Loans and/or Administered REO Properties, then
the term
Mathilda Research Centre Special Servicer shall refer to such party
only to the
extent of its rights, duties and obligations in respect of the
Mathilda Research
Centre Loan Combination or any related REO Property.
"Mathilda Research Centre Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is secured by the Mathilda Research Centre
Mortgaged Property
and that is identified on the Trust Mortgage Loan Schedule by loan
number 6.
"Maturity Date" shall mean, with respect to any Mortgage Loan as of
any date of determination, the Due Date on which the last payment
of principal
is due and payable under the terms of the related Mortgage Note, as
such terms
may be changed or modified from time to time in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by
the Special
Servicer (or the Master Servicer, if applicable) pursuant to
Section 3.20.
"Midland" shall mean Midland Loan Services, Inc. or its successor
in
interest.
"Mediation Letter" shall have the meaning assigned thereto in
Section
2.03(i).
"Modified Loan" shall mean any Serviced Mortgage Loan as to which
any
Servicing Transfer Event has occurred and which has been modified
by the Special
Servicer pursuant to Section 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing
Monthly
Payments current with respect to such Mortgage Loan);
(b) except as expressly contemplated by the related loan documents,
results in a release of the lien of the related Mortgage on any
material
portion of the related Mortgaged Property without a corresponding
Principal
Prepayment in an amount, or the delivery of
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substitute real property collateral with a fair market value (as
is), that
is not less than the fair market value (as is) of the property to
be
released, as determined by an appraisal delivered to the Special
Servicer
(at the expense of the related Mortgagor and upon which the Special
Servicer may conclusively rely); or
(c) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impairs the security for such Mortgage Loan or
materially reduces the likelihood of timely payment of amounts due
thereon.
"Monthly Payment" shall mean, with respect to any Trust Mortgage
Loan
or Serviced Non-Trust Mortgage Loan, as of any Due Date, the
scheduled monthly
debt service payment (or, in the case of an ARD Mortgage Loan after
its
Anticipated Repayment Date, the monthly debt service payment
required to be paid
on a current basis) on such Mortgage Loan 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, extension, waiver or amendment granted or agreed to
by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside
Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement), including any Balloon Payment payable
in respect
of such Mortgage Loan on such Due Date; provided that the Monthly
Payment due in
respect of any Mortgage Loan shall not include Default Interest;
and provided,
further, that the Monthly Payment due in respect of any ARD
Mortgage Loan after
its Anticipated Repayment Date shall not include Additional
Interest; and
provided, further, that if the related loan documents for any Loan
Combination
provide for a single monthly debt service payment for the entire
such Loan
Combination, then the Monthly Payment for each Mortgage Loan
comprising such
Loan Combination for any Due Date shall be that portion of the
monthly debt
service payment for such Loan Combination and such Due Date that
is, in
accordance with the related loan documents and/or the related
Co-Lender
Agreement, in the absence of default, allocable to interest at the
related
Mortgage Rate on and/or principal of the subject Mortgage Loan
comprising such
Loan Combination.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor
in interest.
"Mortgage" shall mean, with respect to any Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
such Mortgage Loan and creates a lien on the related Mortgaged
Property.
"Mortgage File" shall mean:
(a) with respect to any Serviced Trust Mortgage Loan and, in the
case
of each Serviced Loan Combination, also with respect to each
Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the
following documents collectively (which, in the case of each
Serviced Loan
Combination, except for the Mortgage Notes referred to in clause
(a)(i) of
this definition and any modifications thereof referred to in clause
(a)(xiii) of this definition, relate to the entire such Loan
Combination):
(i)
(A) the original executed Mortgage Note for such Trust Mortgage
Loan, endorsed (without recourse, representation or warranty,
express or implied) to the order of "LaSalle Bank National
Association, as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2005-C7, Commercial Mortgage
Pass-Through
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Certificates, Series 2005-C7" or in blank, and further showing a
complete, unbroken chain of endorsement from the originator (if
such originator is other than the related Mortgage Loan Seller)
(or, alternatively, if the original executed Mortgage Note has
been lost, a lost note affidavit and indemnity with a copy of
such Mortgage Note), and (B) in the case of each Serviced Loan
Combination, a copy of the executed Mortgage Note for each
Serviced Non-Trust Mortgage Loan in such Loan Combination;
(ii) an original or a copy of the Mortgage, together with originals
or
copies of any and all intervening assignments thereof, in each
case (unless the particular item has not been returned from the
applicable recording office) with evidence of recording indicated
thereon;
(iii) an original or a copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together
with originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of
recording indicated thereon;
(iv) an original executed assignment, in recordable form (except
for
recording information not yet available if the instrument being
assigned has not been returned from the applicable recording
office), of (A) the Mortgage and (B) any related Assignment of
Leases (if such item is a document separate from the Mortgage),
in favor of "LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commercial
Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
Certificates, Series 2005-C7" (or, in the case of a Serviced Loan
Combination, in favor of "LaSalle Bank National Association, in
its capacity as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2005-C7, Commercial Mortgage
Pass-Through Certificates, Series 2005-C7, and in its capacity as
lead lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)]") (or, in each case, a copy thereof,
certified to be the copy of such assignment submitted for
recording);
(v)
an original or a copy of the assignment of all unrecorded
documents relating to such Trust Mortgage Loan, in favor of
"LaSalle Bank National Association, as trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 2005-C7, Commercial
Mortgage Pass-Through Certificates, Series 2005-C7" (or, in the
case of a Serviced Loan Combination, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust 2005-C7,
Commercial Mortgage Pass-Through Certificates, Series 2005-C7,
and in its capacity as lead lender on behalf of the [IDENTIFY
RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");
(vi) the original or a copy of the policy or certificate of
lender's
title insurance issued in connection with such Trust Mortgage
Loan (or, if such policy has not been
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issued, a "marked-up" pro forma title policy marked as binding
and countersigned by the title insurer or its authorized agent,
or an irrevocable, binding commitment to issue such title
insurance policy);
(vii) an original or a copy of the Ground Lease relating to such
Trust
Mortgage Loan, if any;
(viii) an original or a copy of the loan agreement for such Trust
Mortgage Loan, if any;
(ix) an original of the related guaranty of payment under such
Trust
Mortgage Loan, if any;
(x)
an original or a copy of the environmental indemnity from the
related Mortgagor, if any;
(xi) an original or a copy of the lock-box agreement or cash
management agreement relating to such Trust Mortgage Loan, if
any;
(xii) a copy of the original letter of credit in connection with
such
Trust Mortgage Loan, if any;
(xiii) originals or copies of final written modification agreements
in
those instances where the terms or provisions of the Mortgage
Note for such Trust Mortgage Loan (and/or, if applicable, the
Mortgage Note for a related Serviced Non-Trust Mortgage Loan) or
the related Mortgage have been modified as to a monetary term or
other material term thereof, in each case (unless the particular
item has not been returned from the applicable recording office)
with evidence of recording indicated thereon if the instrument
being modified is a recordable document;
(xiv) only if such Trust Mortgage Loan is secured by a nursing
facility or hospitality property as identified on Schedule VI
hereto, filed copies (with evidence of filing) of any prior
effective UCC Financing Statements in favor of the originator of
such Trust Mortgage Loan or in favor of any assignee prior to the
Trustee (but only to the extent the related Mortgage Loan Seller
had possession of such UCC Financing Statements prior to the
Closing Date) and an original assignment thereof, as appropriate,
in form suitable for filing, in favor of "LaSalle Bank National
Association, in its capacity as trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 2005-C7, Commercial
Mortgage Pass-Through Certificates, Series 2005-C7" (or, in the
case of a Serviced Loan Combination, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust 2005-C7,
Commercial Mortgage Pass-Through Certificates, Series 2005-C7,
and in its capacity as lead lender on behalf of the [IDENTIFY
RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");
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(xv) an original or a copy of the related security agreement (if
such
item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments thereof;
(xvi) an original assignment of the related security agreement (if
such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause
(a)(iv) or clause (a)(v) of this definition), in favor of
"LaSalle Bank National Association, in its capacity as trustee
for the registered holders of LB-UBS Commercial Mortgage Trust
2005-C7, Commercial Mortgage Pass-Through Certificates, Series
2005-C7" (or, in the case of a Serviced Loan Combination, in
favor of "LaSalle Bank National Association, in its capacity as
trustee for the registered holders of LB-UBS Commercial Mortgage
Trust 2005-C7, Commercial Mortgage Pass-Through Certificates,
Series 2005-C7, and in its capacity as lead lender on behalf of
the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
NOTEHOLDER(S)]");
(xvii) if such Trust Mortgage Loan is a Serviced Combination Trust
Mortgage Loan, a copy of the related Co-Lender Agreement;
(xviii) in the case of any Trust Mortgage Loan as to which there
exists a related mezzanine loan, the related intercreditor
agreement;
(xix) an original or a copy of any related Environmental Insurance
Policy; and
(xx) with respect to hospitality properties, a signed copy of the
franchise agreement (if any) and franchisor comfort letter (if
any); and
(b) with respect to each Outside Serviced Trust Mortgage Loan, the
following documents collectively:
(i)
the original executed Mortgage Note for such Trust Mortgage
Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of "LaSalle Bank
National Association, as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2005-C7, Commercial
Mortgage Pass-Through Certificates, Series 2005-C7" or in
blank, and further showing a complete, unbroken chain of
endorsement from the originator (if such originator is other
than the related Mortgage Loan Seller) (or, alternatively,
if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage
Note);
(ii) a copy of the executed related Co-Lender Agreement; and
(iii) a copy of the executed related Outside Servicing Agreement;
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
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certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (a)(vii) through (a)(xx) of this definition,
shall be
deemed to include such documents only to the extent the Trustee or
a Custodian
on its behalf has actual knowledge of their existence.
"Mortgage Loan" shall mean any Trust Mortgage Loan or Non-Trust
Mortgage Loan. As used herein, the term "Mortgage Loan" includes
the related
Mortgage Note, Mortgage and other security documents contained in
the related
Mortgage File or otherwise held on behalf of the Trust and/or any
affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in
the case of
an Outside Serviced Loan Combination, any such documents held by or
on behalf of
a related Non-Trust Mortgage Loan Noteholder.
"Mortgage Loan Origination Documents" shall mean, with respect to
any
Serviced Trust Mortgage Loan, any of the following documents (other
than any
document that constitutes part of the Mortgage File for such
Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust
Mortgage Loan:
copies of any final appraisal, final survey, final engineering
report, final
environmental report, opinion letters of counsel to the related
mortgagor
delivered in connection with the closing of such Serviced Trust
Mortgage Loan,
escrow agreements, reserve agreements, organizational documentation
for the
related mortgagor, organizational documentation for any related
guarantor or
indemnitor (if the related guarantor or indemnitor is an entity),
insurance
certificates or insurance review reports, leases for tenants
representing 10% or
more of the annual income with respect to the related Mortgaged
Property, final
seismic report and property management agreements, rent roll,
property operating
statement and financial statements for the related guarantor or
indemnitor, cash
management or lockbox agreement, zoning letters or zoning reports
and the
documents, if any, specifically set forth on Schedule X hereto,
but, in each
case, only if the subject document (a) was in fact obtained in
connection with
the origination of such Serviced Trust Mortgage Loan, (b) is
reasonably
necessary for the ongoing administration and/or servicing of such
Serviced Trust
Mortgage Loan by the Master Servicer or Special Servicer in
connection with its
duties under this Agreement, and (c) is in the possession or under
the control
of the Depositor (if such Serviced Trust Mortgage Loan is a Lehman
Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (if such Serviced
Trust Mortgage
Loan is a UBS Trust Mortgage Loan), as applicable; provided that
neither the
Depositor nor the UBS Mortgage Loan Seller shall be required to
deliver any
draft documents, privileged or other communications or
correspondence, credit
underwriting or due diligence analyses or information, credit
committee briefs
or memoranda or other internal approval documents or data or
internal
worksheets, memoranda, communications or evaluations.
"Mortgage Loan Purchase Agreements" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan
Purchase
Agreement or the UBS/Depositor Mortgage Loan Purchase Agreement, as
applicable.
"Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or
the
UBS Mortgage Loan Seller, as applicable.
"Mortgage Note" shall mean the original executed note evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool" shall mean all of the Trust Mortgage Loans and any
REO
Trust Mortgage Loans, collectively.
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"Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Trust Mortgage Loans as of the end of the related Collection
Period, which
report shall contain substantially the categories of information
regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-6 to the
Prospectus
Supplement (calculated, where applicable, on the basis of the most
recent
relevant information provided by the Mortgagors to the Master
Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or
the Special
Servicer, as the case may be, to the Trustee), and which
information shall be
presented in tabular format substantially similar to the format
utilized on such
annexes and shall also include a loan-by-loan listing (in
descending balance
order) showing loan number, property type, location, unpaid
principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest
portion of the
Monthly Payment, principal portion of the Monthly Payment, and any
Prepayment
Consideration received.
"Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto) and each
Station Place I
Loan Component, the related annualized rate at which interest is
scheduled (in
the absence of a default) to accrue on such Mortgage Loan or such
Station Place
I Loan Component, as the case may be, from time to time in
accordance with the
related Mortgage Note, any related loan agreement and applicable
law, as such
rate may be modified in accordance with Section 3.20 (or, in the
case of a
Mortgage Loan that is part of an Outside Serviced Loan Combination,
by the
applicable Outside Servicer in accordance with the related Outside
Servicing
Agreement) or in connection with a bankruptcy, insolvency or
similar proceeding
involving the related Mortgagor. In the case of any ARD Mortgage
Loan, the
related Mortgage Rate shall increase in accordance with the related
Mortgage
Note if the particular loan is not paid in full by its Anticipated
Repayment
Date. As of the Closing Date, the Mortgage Rate for each Station
Place I Loan
Component (and, accordingly, for the Station Place I Trust Mortgage
Loan) is
5.531% per annum
"Mortgaged Property" shall mean the real property subject to the
lien
of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context
may require, (i) the primary obligor or obligors under a Mortgage
Note,
including any Person that has acquired the related Mortgaged
Property and
assumed the obligations of the original obligor under the Mortgage
Note, and
(ii) the owner of the related Mortgaged Property, if such owner has
executed the
related Mortgage with respect to the subject Mortgage Loan in
addition to a
guaranty of the obligations of the named obligor on the related
Mortgage Note,
and such guaranty is secured by such Mortgage; provided that the
foregoing
definition of "Mortgagor" shall not include any guarantors except
to the extent
described in clause (ii) above.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect
to any Distribution Date, the amount, if any, by which (a) the
aggregate of all
Prepayment Interest Shortfalls incurred with respect to the
Mortgage Pool in
connection with Principal Prepayments and/or, insofar as they
result from the
application of Insurance Proceeds and/or Condemnation Proceeds,
other early
recoveries of principal Received by the Trust on the Trust Mortgage
Loans
(including Specially Serviced Trust Mortgage Loans) during the
related
Collection Period, exceeds (b) the aggregate amount deposited by
the Master
Servicer in the Collection Account for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls.
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"Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the aggregate of the Class CM
Available
Distribution Amount and the Class SP Available Distribution Amount
for such
Distribution Date.
"Net Default Charges" shall have, with respect to any Trust
Mortgage
Loan or REO Trust Mortgage Loan, the meaning assigned thereto in
Section
3.26(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any related Investment Period, the amount, if any, by
which the
aggregate of all interest and other income realized during such
Investment
Period on funds held in such Investment Account (exclusive, in the
case of a
Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any
portion of such interest or other income payable to a Mortgagor in
accordance
with the related loan documents and applicable law), exceeds the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of such funds in accordance with Section 3.06
(exclusive, in the
case of a Servicing Account, a Reserve Account or the Defeasance
Deposit
Account, of any portion of such losses that were incurred in
connection with
investments made for the benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any related Investment Period, the amount by which the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of funds held in such Investment Account in
accordance with
Section 3.06 (exclusive, in the case of a Servicing Account, a
Reserve Account
or the Defeasance Deposit Account, of any portion of such losses
that were
incurred in connection with investments made for the benefit of a
Mortgagor),
exceeds the aggregate of all interest and other income realized
during such
Investment Period on such funds (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
loan documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially
Serviced Mortgage
Loan or Administered REO Property, over the amount of all
Liquidation Expenses
incurred with respect thereto.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration
Received by the Trust (or, if applicable, on behalf of a Serviced
Non-Trust
Mortgage Loan Noteholder) with respect to any Mortgage Loan or REO
Mortgage Loan
(or, in the case of the Station Place I Trust Mortgage Loan or any
successor REO
Trust Mortgage Loan with respect thereto, with respect to any
Station Place I
Loan Component), net of any Workout Fee or Liquidation Fee payable
in connection
with the receipt thereof.
"Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the aggregate of the Class CM
Principal
Distribution Amount and the Class SP Principal Distribution Amount
for such
Distribution Date.
"New Lease" shall mean any lease of an Administered REO Property
entered into at the direction of the Special Servicer, including
any lease
renewed, modified or extended on behalf of the Trustee and, in the
case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan
Noteholder(s).
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"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean:
(1)
any P&I Advance previously made or proposed to be made in
respect
of any Trust Mortgage Loan or REO Trust Mortgage Loan (or, in the
case of the Station Place I Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, with respect to any
Station Place I Loan Component) by the Master Servicer, the
Trustee or the Fiscal Agent, which P&I Advance such party has
determined in its reasonable, good faith judgment, will not be
ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be; and
(2)
any P&I Advance previously made or proposed to be made in
respect
of any Specially Serviced Trust Mortgage Loan or any REO Trust
Mortgage Loan (or, if applicable, in the case of the Station
Place I Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, with respect to any Station Place I
Loan Component) that the Special Servicer has determined, in
accordance with the Servicing Standard, will not be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such Specially Serviced Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be.
"Nonrecoverable Servicing Advance" shall mean:
(1)
any Servicing Advance previously made or proposed to be made in
respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, which Servicing Advance such party
has determined, in its reasonable, good faith judgment, will not
be ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan (or, if such
Mortgage Loan is part of a Serviced Loan Combination, on or in
respect of such Loan Combination) or such Administered REO
Property, as the case may be; and
(2)
any Servicing Advance previously made or proposed to be made in
respect of any Specially Serviced Mortgage Loan or Administered
REO Property by the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, that the Special Servicer has
determined, in accordance with the Servicing Standard, will not
be ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Specially Serviced Mortgage
Loan (or, if such Mortgage Loan is part of a Serviced Loan
Combination, on or in respect of such Loan Combination) or such
Administered REO Property, as the case may be.
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"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the Class X-CL, Class G, Class H, Class J, Class K, Class L,
Class M,
Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II
and Class
R-III Certificates, the Class CM Certificates, the Class SP
Certificates, the
Class R-LR Certificates (if issued in accordance with Section 2.06)
and the
Class V Certificates (if issued in accordance with Section 2.05)
are
Non-Registered Certificates.
"Non-Trust Mortgage Loan" shall mean any mortgage loan that is part
of
a Loan Combination but is not included in the Trust Fund. The
Non-Trust Mortgage
Loans consist of the 200 Park Avenue Non-Trust Mortgage Loans, the
Courtyard by
Marriott Non-Trust Mortgage Loans, the 1166 Avenue of the Americas
Non-Trust
Mortgage Loan, the Station Place I Non-Trust Mortgage Loan, the
Mathilda
Research Centre Note B Non-Trust Mortgage Loan, the Reckson
Portfolio I Note B
Non-Trust Mortgage Loan, the Reckson Portfolio II Note B Non-Trust
Mortgage Loan
and the other Serviced Note B Non-Trust Mortgage Loans.
"Non-Trust Mortgage Loan Noteholder" shall mean the holder of the
Mortgage Note for a Non-Trust Mortgage Loan.
"Non-Trust Mortgage Loan Securities" shall mean any securities
evidencing an interest in, or secured by, a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Agreement" shall mean any
agreement governing the securitization of a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Trust" shall mean any
commercial mortgage securitization trust that is similar to the
Trust and holds
a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Non-United States Securities Person" shall mean a Person that is
not
a United States Securities Person.
"Non-United States Tax Person" shall mean a Person that is not a
United States Tax Person.
"Offering Memorandum" shall mean the Offering Memorandum dated
October
25, 2005, relating to the Class X-CL, Class G, Class H, Class J,
Class K, Class
L, Class M, Class N, Class P, Class Q, Class S, Class T, Class
CM-1, Class CM-2,
Class CM-3, Class CM-4, Class SP-1, Class SP-2, Class SP-3, Class
SP-4, Class
SP-5, Class SP-6 and Class SP-7 Certificates, as supplemented by
the Supplement
to Offering Memorandum dated November 3, 2005 and the Supplement to
Offering
Memorandum dated November 4, 2005.
"Officer's Certificate" shall mean 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 or the Fiscal Agent, as the
case may be,
and shall mean with respect to any other Person, a certificate
signed by any of
the Chairman of the Board, the Vice Chairman of the Board, the
President, any
Vice President or Managing Director, an Assistant Vice President or
any other
authorized officer (however
-70-
denominated) or another officer customarily performing functions
similar to
those performed by any of the above designated officers or, with
respect to a
particular matter, any other officer to whom such matter is
referred because of
such officer's knowledge of and familiarity with the particular
subject.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may,
without limitation, be salaried counsel for the Depositor, the
Master Servicer
or the Special Servicer, acceptable in form and delivered to the
Trustee or any
other specified Person, as the case may be, except that any opinion
of counsel
relating to (a) the qualification of any REMIC Pool as a REMIC, (b)
compliance
with the REMIC Provisions, (c) qualification of the Grantor Trust
(if created
hereunder taking into account Section 2.05(b)) as a grantor trust,
(d) whether
any act or event would cause an Adverse REMIC Event or Adverse
Grantor Trust
Event, as may be applicable, or (e) the resignation of the Master
Servicer or
the Special Servicer pursuant to this Agreement, must be a written
opinion of
Independent counsel acceptable to and delivered to the Trustee or
any other
specified Person, as the case may be.
"Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional
Amount thereof
as of the Closing Date, which shall equal $2,338,620,305, in the
case of the
Class X-CL Certificates, and $2,144,814,000, in the case of the
Class X-CP
Certificates.
"Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class
Principal Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Outside Administered REO Property" shall mean any REO Property
relating to an Outside Serviced Loan Combination.
"Outside Master Servicer" shall mean: (i) in the case of the 200
Park
Avenue Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), the 200 Park Avenue Master Servicer; (ii) in the
case of the
Courtyard by Marriott Trust Mortgage Loan (or any successor REO
Trust Mortgage
Loan with respect thereto), the Courtyard by Marriott Master
Servicer; and (iii)
in the case of the 1166 Avenue of the Americas Trust Mortgage Loan
(or any
successor REO Trust Mortgage Loan with respect thereto), the 1166
Avenue of the
Americas Master Servicer.
"Outside Serviced Loan Combination" shall mean the 200 Park Avenue
Loan Combination, the Courtyard by Marriott Loan Combination or the
1166 Avenue
of the Americas Loan Combination, as applicable.
"Outside Serviced Mortgage Loan" shall mean any Mortgage Loan that
is
part of an Outside Serviced Loan Combination.
"Outside Serviced Trust Mortgage Loan" shall mean the 200 Park
Avenue
Trust Mortgage Loan, the Courtyard by Marriott Trust Mortgage Loan
or the 1166
Avenue of the Americas Trust Mortgage Loan, as applicable.
"Outside Servicer" shall mean, in the case of each Outside Serviced
Loan Combination, the related Outside Master Servicer or Outside
Special
Servicer, as applicable.
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"Outside Servicer Default" shall mean an "Event of Default" on the
part of an Outside Servicer under an Outside Servicing Agreement.
"Outside Servicing Agreement" shall mean: (i) in the case of the
200
Park Avenue Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with
respect thereto), the 200 Park Avenue Servicing Agreement; (ii) in
the case of
the Courtyard by Marriott Trust Mortgage Loan (or any successor REO
Trust
Mortgage Loan with respect thereto), the Courtyard by Marriott
Servicing
Agreement; and (iii) in the case of the 1166 Avenue of the Americas
Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto),
the 1166 Avenue of the Americas Servicing Agreement.
"Outside Servicing Fee" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with
respect thereto, the monthly fee, comparable to the Master
Servicing Fee
hereunder and calculated at the related Outside Servicing Fee Rate,
that is
payable to the related Outside Master Servicer (or, if applicable,
to the
related Outside Master Servicer and a primary servicer in the
aggregate).
"Outside Servicing Fee Rate" shall mean: (i) 0.01% per annum, in
the
case of the 200 Park Avenue Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto; (ii) 0.01% per annum, in the
case of the
Courtyard by Marriott Trust Mortgage Loan or any successor REO
Trust Mortgage
Loan with respect thereto; and (iii) 0.005% per annum, in the case
of the 1166
Avenue of the Americas Trust Mortgage Loan or any successor REO
Trust Mortgage
Loan with respect thereto.
"Outside Special Servicer" shall mean: (i) in the case of the 200
Park
Avenue Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), the 200 Park Avenue Special Servicer; (ii) in the
case of the
Courtyard by Marriott Trust Mortgage Loan (or any successor REO
Trust Mortgage
Loan with respect thereto), the Courtyard by Marriott Special
Servicer; and
(iii) in the case of the 1166 Avenue of the Americas Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the 1166
Avenue of the
Americas Special Servicer.
"Outside Trustee" shall mean: (i) in the case of the 200 Park
Avenue
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto), the 200 Park Avenue Trustee; (ii) in the case of the
Courtyard by
Marriott Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), the Courtyard by Marriott Trustee; and (iii) in
the case of
the 1166 Avenue of the Americas Trust Mortgage Loan (or any
successor REO Trust
Mortgage Loan with respect thereto), the 1166 Avenue of the
Americas Trustee.
"Ownership Interest" shall mean, 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" shall mean, as to any Trust Mortgage Loan or REO
Trust
Mortgage Loan, any advance made by the Master Servicer, the Trustee
or the
Fiscal Agent pursuant to Section 4.03.
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"Pari Passu Mortgage Loan" shall mean: (a) the Station Place I Loan
Component A-1a; (b) the Station Place I Non-Trust Loan; or (c) any
Mortgage Loan
(or portion thereof) that (i) is part of an Outside Serviced Loan
Combination
and (ii) is not a Subordinate Non-Trust Mortgage Loan.
"Pari Passu Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage
Loan (or portion thereof) that is a Pari Passu Mortgage Loan.
"Pari Passu Trust Mortgage Loan" shall mean any Trust Mortgage Loan
(or portion thereof) that is a Pari Passu Mortgage Loan.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates, for any Interest
Accrual Period, 4.990% per annum;
(b) with respect to the Class A-2 Certificates, for any Interest
Accrual Period, 5.103% per annum;
(c) with respect to the Class A-3 Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(d) with respect to the Class A-AB Certificates, for any Interest
Accrual Period, 5.170% per annum;
(e) with respect to the Class A-4 Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.197% per annum;
(f) with respect to the Class A-1A Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.164% per annum;
(g) with respect to the Class A-M Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.263% per annum;
(h) with respect to the Class A-J Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.323% per annum;
(i) with respect to the Class B Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
(j) with respect to the Class C Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
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(k) with respect to the Class D Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
(l) with respect to the Class E Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
(m) with respect to the Class F Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
(n) with respect to the Class G Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.350%
per annum;
(o) with respect to the Class H Certificates, for any Interest
Accrual
Period, an annual rate equal to the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period;
(p) with respect to the Class J Certificates, for any Interest
Accrual
Period, an annual rate equal to the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period;
(q) with respect to the Class K Certificates, for any Interest
Accrual
Period, an annual rate equal to the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period;
(r) with respect to the Class L, Class M, Class N, Class P, Class
Q,
Class S and Class T Certificates, for any Interest Accrual Period,
4.948%
per annum;
(s) with respect to each Class of Class CM Certificates, for any
Interest Accrual Period, 4.9792% per annum;
(t) with respect to each Class of Class SP Certificates, for any
Interest Accrual Period, 5.5177% per annum;
(u) with respect to any Class X-CL REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such Class
X-CL REMIC III Component has a Corresponding Class X-CP REMIC III
Component, and if such Interest Accrual Period relates to, or
otherwise
ends prior to, the Class X-CP Termination Date for such
Corresponding Class
X-CP REMIC III Component, the excess, if any, of (A) the REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period,
over (B) the greater of (1) the Adjusted REMIC II Remittance Rate
with
respect to such Class X-CL REMIC III Component's Corresponding
REMIC II
Regular Interest for such Interest Accrual Period and (2) the
Reference
Rate for such Interest Accrual Period; or (ii) in all other cases,
the
excess, if any, of (X) the REMIC II Remittance Rate with respect to
such
Class X-CL REMIC III Component's Corresponding REMIC II Regular
Interest
for such Interest Accrual Period, over (Y) the Adjusted REMIC II
Remittance
Rate with respect to such Class X-CL REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period;
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(v) with respect to the Class X-CL Certificates, for any Interest
Accrual Period, an annual rate equal to the weighted average
(expressed as
a percentage and rounded to six decimal places) of the respective
Pass-Through Rates applicable to the Class X-CL REMIC III
Components for
such Interest Accrual Period, weighted on the basis of the
respective
Component Notional Amounts of the Class X-CL REMIC III Components
outstanding immediately prior to the related Distribution Date;
(w) with respect to any Class X-CP REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such
Interest Accrual Period relates to, or otherwise ends prior to, the
Class
X-CP Termination Date for such Class X-CP REMIC III Component, the
excess,
if any, of (A) the lesser of (1) the REMIC II Remittance Rate with
respect
to such Class X-CP REMIC III Component's Corresponding REMIC II
Regular
Interest for such Interest Accrual Period and (2) the Reference
Rate for
such Interest Accrual Period, over (B) the Adjusted REMIC II
Remittance
Rate with respect to such Class X-CP REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period; or (ii)
if such
Interest Accrual Period relates to a Distribution Date subsequent
to the
Class X-CP Termination Date for such Class X-CP REMIC III
Component, 0% per
annum; and
(x) with respect to the Class X-CP Certificates, for any Interest
Accrual Period, an annual rate equal to the weighted average
(expressed as
a percentage and rounded to six decimal places) of the respective
Pass-Through Rates applicable to the Class X-CP REMIC III
Components for
such Interest Accrual Period, weighted on the basis of the
respective
Component Notional Amounts of the Class X-CP REMIC III Components
outstanding immediately prior to the related Distribution Date;
provided
that, for reporting purposes, the Pass-Through Rate of the Class
X-CP
Certificates for each Interest Accrual Period shall be calculated
in
accordance with the Prospectus Supplement.
The Weighted Average REMIC I Remittance Rate referenced above in
this
definition is also the REMIC II Remittance Rate for each REMIC II
Regular
Interest (other than the Group CM REMIC II Regular Interests and
the Group SP
REMIC II Regular Interests).
"Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, 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 Class Notional Amount, as the case may be, of the relevant
Class; and
(b) with respect to any other Certificate, the percentage interest
in
distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performing Serviced Mortgage Loan" shall mean any Corrected
Mortgage
Loan and any Serviced Mortgage Loan as to which a Servicing
Transfer Event has
never occurred.
"Performing Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage Loan that is a Performing Serviced Mortgage Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto in
paragraph (viii) of Schedule II.
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"Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of
the Trustee
(in its individual capacity) 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 that 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. 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) of this definition (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 category of each Rating Agency
(or, in the case of any Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any Class
of Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating Agency, as
evidenced in writing by such Rating Agency). In addition, any
such item by 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 category of
each Rating Agency (or, in the case of any Rating Agency, such
lower rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or any class of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by
such Rating Agency, as evidenced in writing by such Rating
Agency). In addition, any such item by 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
90
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 Rating Agency (or, in the
case of any Rating Agency, such lower
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rating as will not result in an Adverse Rating Event with respect
to any Class of Certificates or any class of Specially Designated
Non-Trust Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency). In
addition, such commercial paper by 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;
(v)
units of money market funds rated in the highest applicable
rating category of each Rating Agency (or, in the case of any
Rating Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates or any
class of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, as evidenced in writing by
such Rating Agency) and which seeks to maintain a constant net
asset value; and
(vi) any other obligation or security that (A) is acceptable to
each
Rating Agency, evidence of which acceptability shall (1) in the
case of any Rating Agency, be evidenced in a writing by such
Rating Agency to the effect that such obligation or security will
not result in an Adverse Rating Event with respect to any Class
of Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating Agency, or
(2) otherwise be evidenced in a writing by each Rating Agency to
the Master Servicer, the Special Servicer and the Trustee, (B) is
rated in the highest applicable rating category by each Rating
Agency and (C) constitutes a "cash flow investment" (within the
meaning of the REMIC Provisions), as evidenced by an Opinion of
Counsel obtained at the expense of the Person that wishes to
include such obligation or security as a Permitted Investment;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; (2) no investment described hereunder may
be purchased
at a price greater than par if such investment may be prepaid or
called at a
price less than its purchase price prior to stated maturity; and
(3) no
investment described hereunder may have a "r" highlighter or other
comparable
qualifier attached to its rating; and provided, further, that, with
respect to
any investment of funds allocable to a Specially Designated
Securitized
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto,
if any of the related Specially Designated Non-Trust Mortgage Loan
Securities
are rated by Moody's, then the term "Rating Agency" as used in this
definition
shall be deemed to include Moody's.
"Permitted Purchase" shall mean:
(i) the repurchase of a Lehman Trust Mortgage Loan or any related
REO
Property by the Depositor, pursuant to Section 2.03;
(ii) the repurchase of a UBS Trust Mortgage Loan or any related REO
Property by or on behalf of the UBS Mortgage Loan Seller, pursuant
to the
UBS/Depositor Mortgage Loan Purchase Agreement;
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(iii) the purchase of a Specially Serviced Trust Mortgage Loan by a
Purchase Option Holder or its assignee, pursuant to Section 3.18;
(iv) the purchase of a Trust Mortgage Loan or REO Property by a
Controlling Class Certificateholder, the Special Servicer, the
Master
Servicer, the Depositor or Lehman Brothers, or the acquisition
thereof in
exchange for all the Certificates, in any event pursuant to Section
9.01;
(v) the purchase of a Mortgage Loan by the holder of a related
mezzanine loan in connection with a default under such Mortgage
Loan, as
set forth in the related intercreditor agreement;
(vi) in the case of a Combination Trust Mortgage Loan, the purchase
of
such Mortgage Loan by a related Non-Trust Mortgage Loan Noteholder
or its
designee, pursuant to the related Co-Lender Agreement; or
(vii) in the case of the Cherryvale Mall Trust Mortgage Loan or the
Station Place I Trust Mortgage Loan, the purchase of such Mortgage
Loan by
the related Loan-Specific Class Representative pursuant to Section
3.27 or
3.28, as applicable.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization,
(b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of
Counsel,
obtained at the request of the Trustee at the expense of such
Person or the
Person seeking to Transfer a Residual Interest Certificate,
supporting such
determination), the Transfer of a Residual Interest Certificate may
cause any
REMIC Pool to fail to qualify as a REMIC at any time that any
Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a
Disqualified
Partnership, or (e) a foreign permanent establishment or fixed base
(within the
meaning of any applicable income tax treaty between the United
States and any
foreign jurisdiction) of a United States Tax Person.
"Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan" shall have the meaning assigned thereto in Section 5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as to
any
taxable year of any REMIC Pool, the Holder of Certificates
evidencing the
largest Percentage Interest in the related Class of Residual
Interest
Certificates.
"Pool-Based Certificate" shall mean any Certificate that is not a
Loan-Specific Certificate.
"Pool Custodial Account" shall mean 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 the Certificateholders, which
shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, on behalf
of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
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Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
Certificates, Series
2005-C7, Pool Custodial Account".
"Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section
3.16 on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
Certificates, Series
2005-C7, Pool REO Account".
"Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if
any, on the
Certificates for federal income tax purposes, the assumption that
no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed
that each
ARD Mortgage Loan is repaid on its Anticipated Repayment Date.
"Prepayment Consideration" shall mean any Prepayment Premium, Yield
Maintenance Charge and/or Excess Defeasance Deposit Proceeds.
"Prepayment Consideration Entitlement" shall mean:
(i) with respect to (A) any Distribution Date on which any Net
Prepayment Consideration Received by the Trust on any Group 1 Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto) is distributable and (B) any Class of YM Principal Balance
Certificates that is entitled to distributions of principal with
respect to
Loan Group No. 1 on such Distribution Date, for purposes of
determining the
portion of such Net Prepayment Consideration distributable with
respect to
such Class of YM Principal Balance Certificates, an amount equal to
the
product of (x) the amount of such Net Prepayment Consideration,
multiplied
by (y) a fraction (not greater than 1.0 or less than 0.0), the
numerator of
which is equal to the excess, if any, of the Pass-Through Rate for
such
Class of YM Principal Balance Certificates for the related Interest
Accrual
Period over the relevant Discount Rate, and the denominator of
which is
equal to the excess, if any, of the Mortgage Rate for such Trust
Mortgage
Loan (or REO Trust Mortgage Loan) over the relevant Discount Rate,
and
further multiplied by (z) a fraction, the numerator of which is
equal to
the amount of principal to be distributed on such Class of YM
Principal
Balance Certificates on such Distribution Date pursuant to Section
4.01 or
9.01, as applicable, with respect to Loan Group No. 1, and the
denominator
of which is equal to the portion, if any, of the Adjusted Net
Principal
Distribution Amount for such Distribution Date that is attributable
to Loan
Group No. 1; and
(ii) with respect to (A) any Distribution Date on which any Net
Prepayment Consideration Received by the Trust on any Group 2 Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto) is distributable and (B) any Class of YM Principal Balance
Certificates that is entitled to distributions of principal with
respect to
Loan Group No. 2 on such Distribution Date, for purposes of
determining the
portion of such Net Prepayment Consideration distributable with
respect to
such Class of YM Principal Balance Certificates, an amount equal to
the
product of (x) the amount of such Net Prepayment Consideration,
multiplied
by (y) a fraction (not greater than 1.0 or less than 0.0), the
numerator of
which is equal to the excess, if any, of the Pass-Through Rate for
such
Class of YM Principal Balance Certificates over the relevant
Discount Rate,
and the denominator of which is equal to
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the excess, if any, of the Mortgage Rate for such Trust Mortgage
Loan (or
REO Trust Mortgage Loan) over the relevant Discount Rate, and
further
multiplied by (z) a fraction, the numerator of which is equal to
the amount
of principal to be distributed on such Class of YM Principal
Balance
Certificates on such Distribution Date pursuant to Section 4.01 or
9.01, as
applicable, with respect to Loan Group No. 2, and the denominator
of which
is equal to the portion, if any, of the Adjusted Net Principal
Distribution
Amount for such Distribution Date attributable to Loan Group No. 2.
For purposes of the foregoing, to the extent that distributions of
principal on any Class of YM Principal Balance Certificates could
be made from
principal amounts allocable to either Loan Group, the Trustee shall
assume that
those distributions of principal on that Class of YM Principal
Balance
Certificates are made from principal amounts allocable to each Loan
Group, on a
pro rata basis in accordance with the respective principal amounts
allocable to
each Loan Group that were available for distributions of principal
on that
Class. In connection therewith, (i) distributions of principal made
with respect
to the Class A-1A Certificates, pursuant to subclause (i) of clause
second of
Section 4.01(a), on any Distribution Date prior to both the Senior
Class A
Principal Distribution Cross-Over Date and the Final Distribution
Date, shall be
deemed made solely from principal amounts allocable to Loan Group
No. 2, and
(ii) all other distributions of principal made with respect to any
Class of
Principal Balance Certificates (exclusive of the Class CM and Class
SP
Certificates), pursuant to Section 4.01(a) or 4.01(b), on any
Distribution Date,
shall be deemed made from principal amounts allocable to both Loan
Groups (net
of any principal amounts allocable to Loan Group No. 2 that may
have been
applied on such Distribution Date as contemplated by clause (i) of
this
sentence).
"Prepayment Interest Excess" shall mean: (a) with respect to any
Serviced Mortgage Loan or Station Place I Loan Component that was
subject to a
Principal Prepayment in full or in part made (or, if resulting from
the
application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) after its Due Date in any
applicable Collection
Period, any payment of interest (net of related Master Servicing
Fees) actually
collected from the related Mortgagor or otherwise and intended to
cover interest
accrued on such Principal Prepayment during the period from and
after such Due
Date (exclusive, however, of any related Prepayment Consideration
that may have
been collected and, in the case of an ARD Mortgage Loan after its
Anticipated
Repayment Date, further exclusive of any Additional Interest); and
(b) with
respect to any Outside Serviced Trust Mortgage Loan that was
subject to a
Principal Prepayment in full or in part made (or, if resulting from
the
application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) after its Due Date in any
applicable Underlying
Collection Period, any payment of interest (net of related Master
Servicing Fees
and Outside Servicing Fees) actually collected from the related
Mortgagor or
otherwise and intended to cover interest accrued on such Principal
Prepayment
during the period from and after such Due Date (exclusive, however,
of any
related Prepayment Consideration that may have been collected).
"Prepayment Interest Shortfall" shall mean: (a) with respect to any
Serviced Mortgage Loan or Station Place I Loan Component that was
subject to a
Principal Prepayment in full or in part made (or, if resulting from
the
application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) prior to its Due Date in any
applicable
Collection Period, the amount of interest, to the extent not
collected from the
related Mortgagor or otherwise (without regard to any Prepayment
Consideration
that may have been collected), that would have accrued at a rate
per annum equal
to the related Mortgage Rate (reduced, in the case of an ARD
Mortgage Loan after
its
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Anticipated Repayment Date, by the related Additional Interest
Rate) on the
amount of such Principal Prepayment during the period from the date
to which
interest was paid by the related Mortgagor to, but not including,
such Due Date
(exclusive of any related Master Servicing Fees that would have
been payable out
of such uncollected interest); and (b) with respect to any Outside
Serviced
Trust Mortgage Loan that was subject to a Principal Prepayment in
full or in
part made (or, if resulting from the application of Insurance
Proceeds or
Condemnation Proceeds, any other early recovery of principal
received) prior to
its Due Date in any applicable Underlying Collection Period, the
amount of
interest, to the extent not collected from the related Mortgagor or
otherwise
(without regard to any Prepayment Consideration that may have been
collected),
that would have accrued at a rate per annum equal to the related
Mortgage Rate
on the amount of such Principal Prepayment during the period from
the date to
which interest was paid by the related Mortgagor to, but not
including, such Due
Date (exclusive of any related Master Servicing Fees and Outside
Servicing Fees
that would have been payable out of such uncollected interest).
"Prepayment Premium" shall mean any premium, penalty or fee (other
than a Yield Maintenance Charge or any Excess Defeasance Deposit
Proceeds) paid
or payable, as the context requires, as a result of a Principal
Prepayment on,
or other early collection of principal of, a Mortgage Loan.
"Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that
are primarily
responsible for such party's servicing obligations hereunder. As of
the Closing
Date, the Primary Servicing Office of the Master Servicer is
located at 8739
Research Drive, URP4, Charlotte, North Carolina 28262-1075 and the
Primary
Servicing Office of the Special Servicer is located at 10851 Mastin
Street
Building 82, Suite 700, Overland Park, Kansas 66210.
"Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may
change from
time to time. If The Wall Street Journal ceases to publish the
"prime rate",
then the Trustee shall select an equivalent publication that
publishes such
"prime rate"; and if such "prime rate" is no longer generally
published or is
limited, regulated or administered by a governmental or
quasi-governmental body,
then the Trustee shall select a comparable interest rate index. In
either case,
such selection shall be made by the Trustee in its sole discretion
and the
Trustee shall notify the Fiscal Agent, the Master Servicer, the
Special Servicer
and each Serviced Non-Trust Mortgage Loan Noteholder in writing of
its
selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than an Interest-Only Certificate).
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without
duplication) of the
following:
(a) the aggregate of all payments of principal (other than
Principal
Prepayments) Received by the Trust with respect to the Trust
Mortgage Loans
during the related Collection Period, in each case exclusive of any
portion
of the particular payment that represents a Late Collection of
principal
for which a P&I Advance was previously made under this
Agreement for a
prior Distribution Date or that represents the principal portion of
a
Monthly Payment due on or before the Cut-off Date or on a Due Date
subsequent to the related Collection Period;
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(b) the aggregate of the principal portions of all Monthly Payments
due in respect of the Trust Mortgage Loans for their respective Due
Dates
occurring during the related Collection Period, that were Received
by the
Trust prior to the related Collection Period;
(c) the aggregate of all Principal Prepayments Received by the
Trust
on the Trust Mortgage Loans during the related Collection Period;
(d) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds
and Insurance Proceeds Received by the Trust with respect to any
Trust
Mortgage Loans during the related Collection Period that were
identified
and applied by the Master Servicer as recoveries of principal of
such Trust
Mortgage Loans, in each case exclusive of any portion of such
proceeds that
represents a Late Collection of principal due on or before the
Cut-off Date
or for which a P&I Advance was previously made under this
Agreement for a
prior Distribution Date;
(e) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds,
Insurance Proceeds and REO Revenues Received by the Trust with
respect to
any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of
principal of
the related REO Trust Mortgage Loans, in each case exclusive of any
portion
of such proceeds and/or revenues that represents a Late Collection
of
principal due on or before the Cut-off Date or for which a P&I
Advance was
previously made under this Agreement for a prior Distribution Date;
and
(f) the aggregate of the principal portions of all P&I Advances
made
under this Agreement with respect to the Trust Mortgage Loans and
any REO
Trust Mortgage Loans for such Distribution Date;
provided that none of the amounts set forth in clauses (a) through
(f) of this
definition shall represent amounts received, due or advanced on or
in respect of
any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by or on behalf of the Mortgagor on a Mortgage Loan or Station
Place I Loan
Component that is received in advance of its scheduled Due Date,
that is
Received by the Trust and that is not accompanied by an amount of
interest
(without regard to any Prepayment Consideration that may have been
collected)
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
"Prohibited Transaction Exemption" shall mean Prohibited
Transaction
Exemption 91-14 granted to a predecessor of Lehman Brothers by the
United States
Department of Labor, as such Prohibited Transaction Exemption may
be amended
from time to time.
"Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a)(iii).
"Prospectus" shall mean the prospectus dated August 15, 2005, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement dated
October 25, 2005, relating to the Registered Certificates.
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"PTCE" shall mean prohibited transaction class exemption.
"PTE" shall mean prohibited transaction exemption.
"Purchase Option Holders" shall have the meaning assigned thereto
in
Section 3.18(b).
"Purchase Price" shall mean, with respect to any Trust Mortgage
Loan
(or REO Property or, in the case of any REO Property that relates
to a Loan
Combination, the Trust's interest therein), a cash price equal to
the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage
Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan)
as of the date
of purchase, (b) all accrued and unpaid interest on such Trust
Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage
Loan) to,
but not including, the Due Date in the applicable Collection Period
of purchase
(exclusive, however, of any portion of such accrued but unpaid
interest that
represents Default Interest or, in the case of an ARD Trust
Mortgage Loan (or,
in the case of an REO Property, any successor REO Trust Mortgage
Loan with
respect thereto) after its Anticipated Repayment Date, Additional
Interest), (c)
all related unreimbursed Servicing Advances with respect to such
Trust Mortgage
Loan (or REO Property), if any, together with the amount of any
Servicing
Advance (and accrued interest thereon in accordance with Section
3.11(g)) with
respect to such Trust Mortgage Loan (or REO Property) that has been
previously
reimbursed as a Nonrecoverable Advance out of general collections
of principal
on the Mortgage Pool (but only to the extent such amounts have not
been
reimbursed to the Trust), (d) all accrued and unpaid interest, if
any, in
respect of related Advances in accordance with, as applicable,
Section 3.11(g)
and/or Section 4.03(d), and (e) in the case of a repurchase by the
Depositor
pursuant to Section 2.03 or by the UBS Mortgage Loan Seller
pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the extent
not otherwise
included in the amount described in clause (d) of this definition,
any unpaid
Special Servicing Fees and other Additional Trust Fund Expenses
with respect to
such Trust Mortgage Loan (or REO Property), including any
Liquidation Fee that
may be payable because the subject repurchase occurred subsequent
to the
expiration of the Seller/Depositor Resolution Period for the
Material Document
Defect or Material Breach, as applicable, that gave rise to the
repurchase, and
(ii) to the extent not otherwise included in the amount described
in clause (c)
of this definition, any costs and expenses incurred by the Master
Servicer, the
Special Servicer or the Trustee (on behalf of the Trust) in
enforcing the
obligation of such Person to purchase such Trust Mortgage Loan (or
such REO
Property or an interest therein); provided that, in the case of a
Trust Mortgage
Loan that is part of a Loan Combination, the Purchase Price
calculated above may
be reduced (subject to the provisions of the related Co-Lender
Agreement) by any
related unpaid Master Servicing Fees, unreimbursed Advances and/or,
to the
extent included therein pursuant to clause (d) above, unpaid
interest on
Advances which, following the subject purchase, will continue to be
payable or
reimbursable under the related Co-Lender Agreement and/or any
successor
servicing agreement to the Master Servicer and/or the Special
Servicer in
respect of such Trust Mortgage Loan (which amounts shall no longer
be payable
hereunder); and provided, further, that, in the case of an REO
Property that
relates to a Serviced Loan Combination, for purposes of Section
3.18, Section
6.11 and Section 6.12, the Purchase Price for such REO Property
shall instead
equal the aggregate of the amounts described in clauses (a), (b),
(c) and (d)
above with respect to all of the REO Mortgage Loans comprising such
Loan
Combination.
"Qualified Bidder" shall have the meaning assigned thereto in
Section
7.01(c).
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"Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act.
"Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction.
"Qualified Mortgage" shall have the meaning assigned thereto in
Section 2.03(a).
"Rated Final Distribution Date" shall mean: (a) with respect to the
Senior Class A Certificates, the Distribution Date in November
2030; and (b)
with respect to the other Classes of Principal Balance Certificates
(exclusive
of the Class T Certificates), the Distribution Date in November
2040.
"Rating Agency" shall mean each of S&P and Fitch.
"Realized Loss" shall mean:
(1) with respect to each Trust Mortgage Loan and Serviced Non-Trust
Mortgage Loan as to which a Final Recovery Determination has been
made, or
with respect to any REO Mortgage Loan as to which a Final Recovery
Determination has been made as to the related REO Property, or with
respect
to any Trust Mortgage Loan that was the subject of a Cash-Based
Permitted
Purchase for less than the applicable Purchase Price, an amount
(not less
than zero) equal to the excess, if any, of (a) the sum of (i) the
unpaid
principal balance of such Mortgage Loan or REO Mortgage Loan, as
the case
may be, as of the commencement of the applicable Collection Period
in which
the Final Recovery Determination or purchase, as the case may be,
was made,
plus (ii) without taking into account the amount described in
subclause
(1)(b) of this definition, all accrued but unpaid interest on such
Mortgage
Loan or such REO Mortgage Loan, as the case may be, to but not
including
the Due Date in the applicable Collection Period in which the Final
Recovery Determination or purchase, as the case may be, was made
(exclusive, however, of any portion of such accrued but unpaid
interest
that represents Default Interest or, in the case of an ARD Mortgage
Loan or
any successor REO Trust Mortgage Loan with respect thereto after
its
Anticipated Repayment Date, Additional Interest), over (b) all
payments and
proceeds, if any, received in respect of such Mortgage Loan or, to
the
extent allocable to such REO Mortgage Loan, the related REO
Property, as
the case may be, during the applicable Collection Period in which
such
Final Recovery Determination or purchase, as the case may be, was
made,
insofar as such payments and proceeds are allocable to interest
(other than
Default Interest and Additional Interest) on or principal of such
Mortgage
Loan or REO Mortgage Loan; provided that, in the case of any
Outside
Serviced Trust Mortgage Loan or any related REO Trust Mortgage Loan
that
was the subject of a Final Recovery Determination or a Permitted
Purchase
under the related Outside Servicing Agreement and/or the related
Co-Lender
Agreement, references to "Collection Period" in this clause (1)
shall mean
the related Underlying Collection Period;
(2) with respect to each Trust Mortgage Loan and Serviced Non-Trust
Mortgage Loan as to which any portion of the principal or
previously
accrued interest payable thereunder was canceled in connection with
a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, extension, waiver or amendment of such Mortgage Loan
granted
or agreed to by the Special Servicer pursuant to Section 3.20 (or,
in the
case of an Outside Serviced
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Trust Mortgage Loan, by the applicable Outside Servicer pursuant to
the
related Outside Servicing Agreement), the amount of such principal
and/or
interest (other than Default Interest and, in the case of an ARD
Mortgage
Loan after its Anticipated Repayment Date, Additional Interest) so
canceled;
(3) with respect to each Trust Mortgage Loan and Serviced Non-Trust
Mortgage Loan as to which the Mortgage Rate thereon has been
permanently
reduced and not recaptured for any period in connection with a
bankruptcy
or similar proceeding involving the related Mortgagor or a
modification,
extension, waiver or amendment of such Mortgage Loan granted or
agreed to
by the Special Servicer pursuant to Section 3.20 (or, in the case
of an
Outside Serviced Trust Mortgage Loan, by the applicable Outside
Servicer
pursuant to the related Outside Servicing Agreement), the amount of
the
consequent reduction in the interest portion of each successive
Monthly
Payment due thereon (each such Realized Loss shall be deemed to
have been
incurred on the Due Date for each affected Monthly Payment); and
(4) with respect to any Trust Mortgage Loan or REO Trust Mortgage
Loan, to the extent not otherwise taken into account as part of a
Realized
Loss determined pursuant to any of clauses (1), (2) and (3) of this
definition, the amount of any related Advance that is reimbursed as
a
Nonrecoverable Advance out of general collections on the Mortgage
Pool (net
of any Recovered Amount in connection with the item for which such
Nonrecoverable Advance was made).
Notwithstanding the foregoing, "Realized Loss" shall mean, with
respect to each
Station Place I Loan Component, the portion of the Realized Loss of
the Station
Place I Trust Mortgage Loan or any related REO Trust Mortgage Loan
that is
allocable to such Station Place I Loan Component in accordance with
the related
Co-Lender Agreement and this Agreement.
"Received by the Trust" shall mean: (a) in the case of an Outside
Serviced Trust Mortgage Loan or any related REO Property, received
by the
Trustee (or the Master Servicer on behalf of the Trustee), as
holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, on
behalf of the
Trust; and (b) in the case of any other Trust Mortgage Loan or REO
Property,
received by the Master Servicer or any of its Sub-Servicers, the
Special
Servicer or any of its Sub-Servicers or the Trustee, as the case
may be, in any
event on behalf of the Trust.
"Reckson Portfolio I Change of Control Event" shall mean any
Serviced
Loan Combination Change of Control Event with respect to the
Reckson Portfolio I
Loan Combination.
"Reckson Portfolio I Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of November 4, 2005, between UBS Real Estate
Investments Inc.
as holder of the Mortgage Note for the Reckson Portfolio I Trust
Mortgage Loan
and UBS Real Estate Investments Inc. as holder of the Mortgage Note
for the
Reckson Portfolio I Note B Non-Trust Mortgage Loan.
"Reckson Portfolio I Controlling Party" shall mean the Serviced
Loan
Combination Controlling Party with respect to the Reckson Portfolio
I Loan
Combination.
"Reckson Portfolio I Cure Rights" shall mean the cure rights
granted
to the Reckson Portfolio I Note B Non-Trust Mortgage Loan
Noteholder under
Article VII of the Reckson Portfolio I Co-Lender Agreement.
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"Reckson Portfolio I Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the Reckson Portfolio
I Loan
Combination.
"Reckson Portfolio I Loan Combination" shall mean the Serviced Loan
Combination consisting of the Reckson Portfolio I Trust Mortgage
Loan and the
Reckson Portfolio I Note B Non-Trust Mortgage Loan (or any
successor REO
Mortgage Loans with respect thereto).
"Reckson Portfolio I Mortgage Loan" shall mean the Reckson
Portfolio I
Trust Mortgage Loan or the Reckson Portfolio I Note B Non-Trust
Mortgage Loan,
as applicable.
"Reckson Portfolio I Mortgaged Property" shall mean the portfolio
of
mortgaged real properties identified on the Trust Mortgage Loan
Schedule as
Reckson Portfolio I.
"Reckson Portfolio I Note B Non-Trust Mortgage Loan" shall mean the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
Reckson
Portfolio I Trust Mortgage Loan, secured by the same Mortgage on
the Reckson
Portfolio I Mortgaged Property.
"Reckson Portfolio I Note B Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the Reckson Portfolio I Note B Non-Trust Mortgage Loan.
"Reckson Portfolio I Noteholders" shall mean the holder of the
Mortgage Note for the Reckson Portfolio I Trust Mortgage Loan,
together with the
Reckson Portfolio I Note B Non-Trust Mortgage Loan Noteholder.
"Reckson Portfolio I Special Servicer" shall mean any special
servicer
hereunder responsible for special servicing the Reckson Portfolio I
Loan
Combination or any related REO Property; provided that, if such
special servicer
has special servicing responsibilities with respect to other
Serviced Mortgage
Loans and/or Administered REO Properties, then the term Reckson
Portfolio I
Special Servicer shall refer to such party only to the extent of
its rights,
duties and obligations in respect of the Reckson Portfolio I Loan
Combination or
any related REO Property.
"Reckson Portfolio I Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is secured by the Reckson Portfolio I Mortgaged
Property and
that is identified on the Trust Mortgage Loan Schedule by loan
number 4.
"Reckson Portfolio II Change of Control Event" shall mean any
Serviced
Loan Combination Change of Control Event with respect to the
Reckson Portfolio
II Loan Combination.
"Reckson Portfolio II Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of November 4, 2005, between UBS Real Estate
Investments Inc.
as holder of the Mortgage Note for the Reckson Portfolio II Trust
Mortgage Loan
and UBS Real Estate Investments Inc. as holder of the Mortgage Note
for the
Reckson Portfolio II Note B Non-Trust Mortgage Loan.
"Reckson Portfolio II Controlling Party" shall mean the Serviced
Loan
Combination Controlling Party with respect to the Reckson Portfolio
II Loan
Combination.
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"Reckson Portfolio II Cure Rights" shall mean the cure rights
granted
to the Reckson Portfolio II Note B Non-Trust Mortgage Loan
Noteholder under
Article VII of the Reckson Portfolio II Co-Lender Agreement.
"Reckson Portfolio II Directing Lender" shall mean the Serviced
Loan
Combination Directing Lender with respect to the Reckson Portfolio
II Loan
Combination.
"Reckson Portfolio II Loan Combination" shall mean the Serviced
Loan
Combination consisting of the Reckson Portfolio II Trust Mortgage
Loan and the
Reckson Portfolio II Note B Non-Trust Mortgage Loan (or any
successor REO
Mortgage Loans with respect thereto).
"Reckson Portfolio II Mortgage Loan" shall mean the Reckson
Portfolio
II Trust Mortgage Loan or the Reckson Portfolio II Note B Non-Trust
Mortgage
Loan, as applicable.
"Reckson Portfolio II Mortgaged Property" shall mean the portfolio
of
mortgaged real properties identified on the Trust Mortgage Loan
Schedule as
Reckson Portfolio II.
"Reckson Portfolio II Note B Non-Trust Mortgage Loan" shall mean
the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
Reckson
Portfolio II Trust Mortgage Loan, secured by the same Mortgage on
the Reckson
Portfolio II Mortgaged Property.
"Reckson Portfolio II Note B Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the Reckson Portfolio II Note B Non-Trust Mortgage Loan.
"Reckson Portfolio II Noteholders" shall mean the holder of the
Mortgage Note for the Reckson Portfolio II Trust Mortgage Loan,
together with
the Reckson Portfolio II Note B Non-Trust Mortgage Loan Noteholder.
"Reckson Portfolio II Special Servicer" shall mean any special
servicer hereunder responsible for special servicing the Reckson
Portfolio II
Loan Combination or any related REO Property; provided that, if
such special
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