EXHIBIT 4
Greenwich Capital Commercial Funding Corp.,
as Depositor
and
Wachovia Bank, National Association,
as Master Servicer
and
LNR Partners, 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 November 3, 2005
$4,295,149,368
Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through Certificates,
Series 2005-GG5
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined
Terms................................................
Section 1.02 General Interpretive
Principles..............................
Section 1.03 Certain Adjustments to the
Principal Distributions on the
Certificates................................................
Section 1.04 Certain Calculations Relating to
REO Loans...................
ARTICLE II
CONVEYANCE OF
MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01 Creation of Trust; Conveyance of
Mortgage Loans..............
Section 2.02 Acceptance of Trust Fund by
Trustee..........................
Section 2.03 Repurchase of Mortgage Loans for
Document Defects and
Breaches of Representations and Warranties..................
Section 2.04 Representations, Warranties and
Covenants of the Depositor...
Section 2.05 Execution of Certificates;
Issuance of Uncertificated
Lower-Tier Interests........................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the
Loans..................................
Section 3.02 Collection of Loan
Payments..................................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts; Reserve Accounts........................
Section 3.04 Pool Custodial Account, Defeasance
Deposit Account,
Distribution Account, Interest Reserve Account, Excess
Liquidation Proceeds Account and Kalani Industrial Loan
Exit Fee Distribution Account...............................
Section 3.04A Loan Group Custodial
Account.................................
Section 3.05 Permitted Withdrawals From the
Pool Custodial Account,
the Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account.................
Section 3.05A Permitted Withdrawals From
the Loan Group Custodial
Account.....................................................
Section 3.06 Investment of Funds in the
Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the
Custodial Accounts and the REO Accounts.....................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage; Environmental Insurance..............
Section 3.08 Enforcement of Due-on-Sale and Due
on Encumbrance
Provisions..................................................
Section 3.09 Realization Upon Defaulted Loans;
Required Appraisals;
Appraisal Reduction Calculation.............................
Section 3.10 Trustee and Custodian to
Cooperate; Release of Mortgage
Files.......................................................
Section 3.11 Servicing Compensation; Payment of
Expenses..................
Section 3.12 Certain Matters Regarding
Servicing Advances.................
Section 3.13 Property Inspections; Collection
of Financial Statements;
Delivery of Certain Reports.................................
Section 3.13A Delivery of Certain Reports
to the Companion Loan
Noteholders.................................................
Section 3.13B Statements to the Companion
Loan Noteholders.................
Section 3.14 Annual Statement as to
Compliance............................
Section 3.15 Reports by Independent Public
Accountants....................
Section 3.16 Access to Certain
Information................................
Section 3.17 Title to REO Property; REO
Accounts..........................
Section 3.18 Management of REO
Property...................................
Section 3.19 Sale of Mortgage Loans and REO
Properties....................
Section 3.20 Additional Obligations of the
Master Servicer;
Obligations to Notify Ground Lessors; the Special
Servicer's Right to Request the Master Servicer to Make
Servicing Advances..........................................
Section 3.21 Modifications, Waivers, Amendments
and Consents;
Defeasance..................................................
Section 3.22 Transfer of Servicing Between
Master Servicer and Special
Servicer; Record Keeping....................................
Section 3.23 Sub-Servicing
Agreements.....................................
Section 3.24 Representations and Warranties of
the Master Servicer........
Section 3.25 Representations and Warranties of
the Special Servicer.......
Section 3.26 Certain Matters Regarding the
Purchase of the Loan Group
Trust Mortgage Loans........................................
Section 3.27 Application of Default
Charges...............................
Section 3.28 Limitations on and Authorizations
of the Master Servicer
and Special Servicer with Respect to Specific Mortgage
Loans.......................................................
Section 3.29 Additional Matters with respect to
the Lynnhaven Mall
Mortgage Loan...............................................
Section 3.30 Certain Matters Relating to the
Future Securitization of
the Serviced Pari Passu Companion Loans.....................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02 Statements to Certificateholders;
CMSA Loan Periodic
Update File.................................................
Section 4.03 P&I
Advances.................................................
Section 4.03A P&I Advances on the Loan
Group Trust Mortgage Loans..........
Section 4.04 Allocation of Realized Losses and
Additional Trust Fund
Expenses....................................................
Section 4.05 Various Reinstatement
Amounts................................
Section 4.06
Calculations.................................................
Section 4.07 Use of
Agents................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND
THE DIRECTING HOLDER
Section 6.01 Liability of Depositor, Master
Servicer and Special
Servicer....................................................
Section 6.02 Continued Qualification and
Compliance of Master
Servicer; Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer..............
Section 6.03 Limitation on Liability of
Depositor, Master Servicer and
Special Servicer............................................
Section 6.04 Resignation of Master Servicer and
the Special Servicer......
Section 6.05 Rights of Depositor, Trustee and
the Companion Loan
Noteholders in Respect of the Master Servicer and the
Special Servicer............................................
Section 6.06 Depositor, Master Servicer and
Special Servicer to
Cooperate with Trustee......................................
Section 6.07 Depositor, Special Servicer and
Trustee to Cooperate with
Master Servicer.............................................
Section 6.08 Depositor, Master Servicer and
Trustee to Cooperate with
Special Servicer............................................
Section 6.09 Termination and Designation of
Special Servicer by the
Directing Holder............................................
Section 6.10 Master Servicer or Special
Servicer as Owner of a
Certificate.................................................
Section 6.11 Certain Powers of the Directing
Holder.......................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Additional Remedies of Trustee
Upon Event of Default.........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain Matters Affecting
Trustee............................
Section 8.03 Trustee and Fiscal Agent Not
Liable for Validity or
Sufficiency of Certificates or Loans........................
Section 8.04 Trustee and Fiscal Agent May Own
Certificates................
Section 8.05 Fees and Expenses of Trustee;
Indemnification of and by
Trustee.....................................................
Section 8.06 Eligibility Requirements for
Trustee.........................
Section 8.07 Resignation and Removal of
Trustee...........................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or Consolidation of Trustee
and Fiscal Agent..........
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Appointment of
Custodians....................................
Section 8.12 Appointment of Authenticating
Agents.........................
Section 8.13 Appointment of Tax
Administrators............................
Section 8.14 Access to Certain
Information................................
Section 8.15 Reports to the Securities and
Exchange Commission and
Related Reports.............................................
Section 8.16 Representations and Warranties of
Trustee....................
Section 8.17 The Fiscal
Agent.............................................
Section 8.18 Representations and Warranties of
Fiscal Agent...............
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or
Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 REMIC
Administration........................................
Section 10.02 Grantor Trust
Reporting.....................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment...................................................
Section 11.02 Recordation of Agreement;
Counterparts......................
Section 11.03 Limitation on Rights of
Certificateholders and the
Companion Loan Noteholders.................................
Section 11.04 Governing Law; Consent to
Jurisdiction......................
Section 11.05
Notices.....................................................
Section 11.06 Severability of
Provisions..................................
Section 11.07 Grant of a Security
Interest................................
Section 11.08
[Reserved]..................................................
Section 11.09 Successors and Assigns;
Beneficiaries.......................
Section 11.10 Article and Section
Headings................................
Section 11.11 Notices to Rating
Agencies..................................
Section 11.12 Global
Opinions.............................................
Section 11.13 Complete
Agreement..........................................
<PAGE>
SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
------------ --------------------
I
Mortgage Loan Schedule
II
Schedule of Exceptions to Mortgage File Delivery
III
Environmentally Insured Mortgage Loans
IV
Class XP Reference Rate Schedule
V
Schedule of Initial Directing Holder For Each Loan Group
VI
Supplemental Servicer Schedule
VII Primary
Serviced Loans
VIII Class A-AB
Planned Principal Balance Schedule
IX
Broker Strip Loans
X
Special Servicer Earnout/Holdback Mortgage Loans
Exhibit No. Exhibit Description
----------- -------------------
A-1 Form of
Class [A-1] [A-2] Certificate
A-2 Form of
Class [XP] [XC] Certificate
A-3 Form of
Class [A-3] [A-4-1] [A-4-2] [A-AB] [A-5] Certificate
A-4 Form of
Class [A-J] Certificate
A-5 Form of
Class [A-M] [B] [C] [D] [E] Certificate
A-6 Form of
Class [F] [G] [H] Certificates
A-7 Form of
Class [J] [K] [L] [M] [N] [O] [P] Certificate
A-8 Form of
Class [R-I] [R-II] Certificate
A-9 Form of
Class XK 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
Form
I of Transferee Certificate in Connection with ERISA
(Definitive 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
Reserved
K
Sub-Servicers in respect of which Sub-Servicing Agreements are
in
effect or being negotiated as of the Closing Date
L
Form
of Defeasance Certification
M-1 Form of
Trustee Backup Certification
M-2 Form of
Master Servicer Backup Certification to be Provided to
Depositor
M-3 Form of
Special Servicer Backup Certification to be Provided to
Depositor
<PAGE>
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of November 3, 2005, among
GREENWICH CAPITAL COMMERCIAL FUNDING
CORP., as Depositor, WACHOVIA BANK,
NATIONAL ASSOCIATION, as Master Servicer,
LNR PARTNERS, 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.
CERTIFICATES
Original Class
Approx.
Original Class
Initial
Principal Balance
Class
Pass-Through Rate (or
Notional Amount)
Original Rating
Designation
(per annum) at
Initial Issuance S&P/Moody's(1)
-------------------------------------------------------------------------------
Class A-1
4.79100%
$108,000,000
AAA/Aaa
Class A-2
5.11700%
$910,000,000
AAA/Aaa
Class A-3
5.22700%
$65,000,000
AAA/Aaa
Class A-4-1
5.24300%
$307,000,000
AAA/Aaa
Class A-4-2
5.24600%
$50,000,000
AAA/Aaa
Class A-AB
5.19000%
$139,000,000
AAA/Aaa
Class A-5
5.22400%
$1,427,604,000
AAA/Aaa
Class A-M
5.27700%
$429,515,000
AAA/Aaa
Class A-J
5.30125%
$300,660,000
AAA/Aaa
Class B
5.36925%
$96,641,000
AA/Aa2
Class C
5.36925%
$37,583,000
AA-/Aa3
Class D
5.36925%
$80,534,000
A/A2
Class E
5.36925%
$37,582,000
A-/A3
Class F
5.36925%
$53,690,000
BBB+/Baa1
Class G
5.36925%
$42,951,000
BBB/Baa2
Class H
5.36925%
$48,321,000
BBB-/Baa3
Class J
4.94900%
$21,476,000
BB+/Ba1
Class K
4.94900%
$21,475,000
BB/Ba2
Class L
4.94900%
$21,476,000
BB-/Ba3
Class M
4.94900%
$5,369,000
B+/B1
Class N
4.94900%
$16,107,000
B/B2
Class O
4.94900%
$10,738,000
B-/B3
Class P
4.94900%
$64,427,368
NR/NR
Class XP
0.13007%
$4,185,491,000(4)
AAA/Aaa
Class XC
0.03767%
$4,295,149,368(4)
AAA/Aaa
Class XK
N/A(4)
N/A(4)
NR/NR
Class R-I
N/A(5)
N/A(5)
NR/NR
Class R-II
N/A(5)
N/A(5)
NR/NR
--------------------------
(1) "NR" indicates that the
Class of Certificates has not been rated by the
applicable
Rating Agency.
(2) The Pass-Through Rates for
the Class XP and Class XC Certificates will be
a variable
rate per annum as set forth herein.
(3) The Class XP and Class XC
Certificates will not have a Class Principal
Balance
and will not entitle their Holders to receive distributions of
principal.
The Class XP and Class XC Certificates will each have a
Notional
Amount as set forth herein.
(4) The Class XK Certificates do
not have a Class Principal Balance or
Notional
Amount, do not bear interest and will only be entitled to
receive
exit fees,
if any, received with respect to the Kalani Industrial Loan as
set forth
herein.
(5) The Class R-I Certificates
and Class R-II Certificates do not have a Class
Principal
Balance or Notional Amount, do not bear interest and will not
be
entitled
to distributions of Net Prepayment Consideration. Any Available
Distribution Amount remaining in the Lower-Tier Distribution
Account after
distributing the Lower-Tier Distribution Amount and Net
Prepayment
Consideration shall be distributed to the Holders of the Class
R-I
Certificates (but only to the extent of the Available Distribution
Amount
for such
Distribution Date, if any, remaining in the Lower-Tier
Distribution Account). Any Available Distribution Amount remaining
in the
Upper-Tier
Distribution Account, after all required distributions under
this
Agreement have been made to each other Class of Certificates, will
be
distributed to the Holders of the Class R-II Certificates.
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the
Mortgage Loans 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 the "Lower-Tier REMIC." The
Class R-I Certificates will represent the
sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the
REMIC Provisions under federal income
tax law.
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of the
Uncertificated Lower-Tier Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as the "Upper-Tier REMIC." The
Class R-II Certificates will evidence
the sole class of "residual interests" in
the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income
tax law. For federal income tax
purposes, each Class of the Regular
Interest Certificates will be designated as
a separate "regular interest" in the
Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax
law.
The following table sets forth the Class or Component
designation,
the corresponding Uncertificated Lower-Tier
Interest (the "Corresponding
Uncertificated Lower-Tier Interest"), the
corresponding components of the Class
X Certificates (the "Corresponding
Components"), if any, and the Original Class
Principal Balance for each Class of
Principal Balance Certificates (the
"Corresponding Certificates").
Corresponding Original
Corresponding
Original Class
Uncertificated Lower-Tier
Components of
Corresponding Principal
Lower-Tier
Principal
Class X
Certificates
Balance
Interests(1)
Amount
Certificates(1)
--------------------------------------------------------------------------------
Class A-1
$108,000,000
LA-1-1
$13,017,000
X-A-1-1
LA-1-2
$79,322,000
X-A-1-2
LA-1-3
$15,661,000
X-A-1-3
Class A-2
$910,000,000
LA-2-1
$75,617,000
X-A-2-1
LA-2-2
$90,570,000
X-A-2-2
LA-2-3
$88,908,000
X-A-2-3
LA-2-4
$95,840,000
X-A-2-4
LA-2-5
$110,529,000
X-A-2-5
LA-2-6
$296,535,000
X-A-2-6
LA-2-7
$152,001,000
X-A-2-7
Class A-3
$65,000,000
LA-3
$65,000,000
X-A-3
Class A-4-1
$307,000,000
LA-4-1
$307,000,000
X-A-4-1
Class A-4-2 $50,000,000
LA-4-2-1
$12,376,000
X-A-4-2-1
LA-4-2-2
$37,624,000
X-A-4-2-2
Class A-AB
$139,000,000
LA-AB-1
$26,486,000
X-A-AB-1
LA-AB-2
$90,140,000
X-A-AB-2
LA-AB-3
$22,374,000
X-A-AB-3
Class A-5
$1,427,604,000 LA-5-1
$259,683,000
X-A-5-1
LA-5-2
$82,455,000
X-A-5-2
LA-5-3
$1,085,466,000
X-A-5-3
Class A-M
$429,515,000
LA-M
$429,515,000
X-A-M
Class A-J
$300,660,000
LA-J
$300,660,000
X-A-J
Class B
$96,641,000
LB
$96,641,000
X-B
Class C
$37,583,000
LC
$37,583,000
X-C
Class D
$80,534,000
LD-1
$3,222,000
X-D-1
LD-2
$26,619,000
X-D-2
LD-3
$25,426,000
X-D-3
LD-4
$23,282,000
X-D-4
LD-5
$1,985,000
X-D-5
Class E
$37,582,000
LE-1
$12,892,000
X-E-1
LE-2
$24,690,000
X-E-2
Class F
$53,690,000
LF-1
$32,244,000
X-F-1
LF-2
$21,446,000
X-F-2
Class G
$42,951,000
LG-1
$37,526,000
X-G-1
LG-2
$5,425,000
X-G-2
Class H
$48,321,000
LH-1
$6,523,000
X-H-1
LH-2
$40,334,000
X-H-2
LH-3
$1,464,000
X-H-3
Class J
$21,476,000
LJ
$21,476,000
X-J
Class K
$21,475,000
LK-1
$7,771,000
X-K-1
LK-2
$13,704,000
X-K-2
Class L
$21,476,000
LL
$21,476,000
X-L
Class M
$5,369,000
LM
$5,369,000
X-M
Class N
$16,107,000
LN
$16,107,000
X-N
Class O
$10,738,000
LO
$10,738,000
X-O
Class P
$64,427,368
LP
$64,427,368
X-P
--------------------------
(1) The Uncertificated
Lower-Tier Interest and the Components of the Class X
Certificates that correspond to any particular Class of Principal
Balance
Certificates also correspond to each other and, accordingly,
constitute
the
"Corresponding Uncertificated Lower-Tier Interest" and the
"Corresponding Components," respectively, with respect to each
other.
The initial aggregate principal balance of the Uncertificated
Lower-Tier Interests will be
$4,295,149,368.
The portion of the Trust Fund consisting of the Kalani
Industrial
Loan Exit Fee and related assets shall be
treated as a grantor trust for federal
income tax purposes. 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 maintains its status as a
"grantor trust" under federal income tax
law and not be treated as part of the
Lower-Tier REMIC or the Upper-Tier REMIC.
The Class XK Certificates represent
undivided beneficial interests in the
portion of the Grantor Trust representing
the Kalani Industrial Loan Exit Fee
and related assets as described herein.
There are eleven Mortgage Loans included in the Trust Fund (as
identified in the table below) that are
each part of a split loan structure, and
are each secured by the same Mortgage that
also secures another mortgage loan or
loans in that split loan structure.
Each split loan structure, including all of the related notes
that
are secured by the same Mortgage, is
referred to herein as a "Loan Group." Each
Loan Group consists of (1) one or more
"Loan Group Trust Mortgage Loans," which
is the portion of the Loan Group that is
included as an asset of the Trust Fund
and (2) one or more "Companion Loans,"
which is the portion of the Loan Group
that is not included as an asset of the
Trust Fund. Each Companion Loan may be
classified as either (1) a "Pari Passu
Companion Loan," which is a Companion
Loan that is pari passu in right of payment
with the related Loan Group Trust
Mortgage Loan in the same Loan Group or (2)
a "Subordinate Companion Loan,"
which is a Companion Loan that is
subordinate in right of payment to the related
Loan Group Trust Mortgage Loan in the same
Loan Group. A Loan Group may contain
both Pari Passu Companion Loans and
Subordinate Companion Loans. The term
"Mortgage Loan" as used in this Agreement
will include the Loan Group Trust
Mortgage Loans.
The following table identifies the Loan Groups and their
related
Loan Group Trust Mortgage Loans and
Companion Loans:
<TABLE>
<CAPTION>
Trust
Mortgage
Loan as
a
% of
Initial
Aggregate
Controlling
Trust
Mortgage
Non-Trust
Non-Trust Non-Trust
Pooling &
Mortgage
Pool
Mortgage
B Note Pari
Passu
Servicing
Mortgage Loan
Loan Balance
Balance
Loan Balance
Balance Loan Balance
Agreement(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
Maryland Multifamily Portfolio $200,000,000
4.7%
$140,000,000
N/A
$140,000,000
2005-GG5
JQH Hotel Portfolio B
$110,000,000
2.6%
$131,000,000(4)
N/A
$131,000,000(4) 2005-GG5
Shaner Hotel Portfolio
$82,388,627
1.9%
$35,951,401
$11,184,880
$24,766,521
2005-GG5
Wells Fargo Center
$76,000,000
1.8%
$200,000,000
N/A
$200,000,000
2005-GG4
San Francisco Centre
$60,000,000
1.4%
$60,000,000
N/A
$60,000,000
2005-C20
Windsor/RECP Hotel Portfolio
$60,000,000
1.4%
$6,400,000
$6,400,000
N/A
2005-GG5
Dahn Corp.
$31,280,000
0.7%
$1,720,000
$1,720,000
N/A
2005-GG5
Centra Portfolio
$28,400,000
0.7%
$0(5)
N/A
$0(5)
2005-GG5
Shaw's Plaza
$8,600,000
0.2%
$900,000
$900,000
N/A
2005-GG5
The Pointe Office/Retail
Buildings
$6,936,000
0.2%
$415,000
$415,000
N/A
2005-GG5
Raintree Center
$3,489,669
0.1%
$220,000
$220,000
N/A
2005-GG5
<CAPTION>
Initial
Initial
Master
Special
Mortgage Loan
Servicer(2)
Servicer(3)
--------------------------------------------------------------
<S>
<C>
<C>
Maryland Multifamily Portfolio Wachovia
LNR
JQH Hotel Portfolio B
Wachovia
LNR
Shaner Hotel Portfolio
Wachovia
LNR
Wells Fargo Center
GMAC
LNR
San Francisco Centre
Wachovia
CW
Windsor/RECP Hotel Portfolio
Wachovia
LNR
Dahn Corp.
Wachovia
LNR
Centra Portfolio
Wachovia
LNR
Shaw's Plaza
Wachovia
LNR
The Pointe Office/Retail
Buildings
Wachovia
LNR
Raintree Center
Wachovia
LNR
</TABLE>
-------------------------
(1) 2005-GG5 refers to the
pooling and servicing agreement for this
transaction. 2005-GG4 refers to the pooling and servicing
agreement
entered
into in connection with the GS Mortgage Securities Corporation
II,
as
depositor, Commercial Mortgage Pass-Through Certificates Series
2005-GG4.
2005-C20 refers to the pooling and servicing agreement entered
into in
connection with the Wachovia Bank Commercial Mortgage Trust,
Commercial
Mortgage Pass-Through Certificates, Series 2005-C20.
(2) Wachovia refers to Wachovia
Bank, National Association. GMAC refers to
GMAC
Commercial Mortgage Corporation.
(3) LNR refers to LNR Partners,
Inc. CW refers to CWCapital Asset Management
LLC.
(4) Comprised of two separate
pari passu Mortgage Notes with loan balances of
$76,000,000 and $55,000,000.
(5) The pari passu companion
loan is a future funding obligation of GCFP. It
is
anticipated that the seller will fund this future advance in
January
2006 and
that the principal balance of the pari passu companion loan
will
be
$9,400,000.
Maryland Multifamily Portfolio. The Loan Group secured by a
Mortgage
on the property known as Maryland
Multifamily Portfolio (the "Maryland
Multifamily 0 Portfolio Loan Group"),
consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$200,000,000 as of the date hereof (the "Maryland Multifamily
Portfolio
Trust Loan"); and
(b) one Pari Passu Companion Loan in the outstanding principal
amount of
$140,000,000 as of the date hereof (the "Maryland Multifamily
Portfolio
Pari Passu Companion Loan").
JQH Hotel Portfolio B. The Loan Group secured by a Mortgage on
the
property known as JQH Hotel Portfolio B
(the "JQH Hotel Portfolio B Loan
Group"), consists of three Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$110,000,000 as of the date hereof (the "JQH Hotel Portfolio B
Trust
Loan"); and
(b) two Pari Passu Companion Loans in the aggregate outstanding
principal
amount of $131,000,000 as of the date hereof (the "JQH Hotel
Portfolio
B Pari Passu Companion Loans").
Shaner Hotel Portfolio. The Loan Group secured by a Mortgage on
the
property known as Shaner Hotel Portfolio
(the "Shaner Hotel Portfolio Loan
Group"), consists of three Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$82,388,627 as of the date hereof (the "Shaner Hotel Portfolio
Trust
Loan");
(b) one Pari Passu Companion Loan in outstanding principal amount
of
$24,766,521 as of the date hereof (the "Shaner Hotel Portfolio Pari
Passu
Companion
Loan"); and
(c) one Subordinate Companion Loan in the outstanding principal
amount of
$11,184,880 as of the date hereof (the "Shaner Hotel Portfolio
Subordinate Companion Loan").
Wells Fargo Center. The Loan Group secured by a Mortgage on the
property known as Wells Fargo Center (the
"Wells Fargo Center Loan Group"),
consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$76,000,000 as of the date hereof (the "Wells Fargo Center
Trust
Loan");
and
(b) one Pari Passu Companion Loan in the outstanding principal
amount of
$200,000,000 as of the date hereof (the "Wells Fargo Center
Pari
Passu
Companion Loan").
San Francisco Centre. The Loan Group secured by a Mortgage on
the
property known as San Francisco Centre (the
"San Francisco Centre Loan Group"),
consists of two Loans:
(a) one Loan Group Trust Mortgage Loan, in the outstanding
principal
amount of
$60,000,000 as of the date hereof (the "San Francisco Centre
Trust
Loan"); and
(b) one Pari Passu Companion Loan in the outstanding principal
amount of
$60,000,000 as of the date hereof (the "San Francisco Centre
Pari Passu
Companion Loan").
Windsor/RECP Hotel Portfolio. The Loan Group secured by a
Mortgage
on the property known as Windsor/RECP Hotel
Portfolio (the "Windsor/RECP Hotel
Portfolio Loan Group"), consists of two
Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$60,000,000 as of the date hereof (the "Windsor/RECP Hotel
Portfolio
Trust Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of
$6,400,000 as of the date hereof (the "Windsor/RECP Hotel
Portfolio
Subordinate Companion Loan").
Dahn Corp. The Loan Group secured by a Mortgage on the property
known as Dahn Corp. (the "Dahn Corp. Loan
Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$31,280,000 as of the date hereof (the "Dahn Corp. Trust
Loan");
and
(b) one Subordinate Companion Loan in the outstanding principal
amount of
$1,729,000 as of the date hereof (the "Dahn Corp. Subordinate
Companion
Loan").
Centra Portfolio. The Loan Group secured by a Mortgage on the
property known as Centra Portfolio (the
"Centra Portfolio Loan Group"), consists
of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$28,400,000 as of the date hereof (the "Centra Portfolio Trust
Loan");
and
(b) one Pari Passu Companion Loan in the outstanding principal
amount of
$0.00 as of the date hereof (the "Centra Portfolio Pari Passu
Companion
Loan"). The Centra Portfolio Pari Passu Companion Loan
represents
a future funding obligation of GCFP with a maximum, fully
funded,
principal amount of $9,400,000.
Shaw's Plaza. The Loan Group secured by a Mortgage on the
property
known as Shaw's Plaza (the "Shaw's Plaza
Loan Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$8,600,000 as of the date hereof (the "Shaw's Plaza Trust
Loan");
and
(b) one Subordinate Companion Loan in the outstanding principal
amount of
$900,000 as of the date hereof (the "Shaw's Plaza Subordinate
Companion
Loan").
The Pointe Office/Retail Buildings. The Loan Group secured by a
Mortgage on the property known as The
Pointe Office/Retail Buildings ("The
Pointe Office/Retail Buildings Loan
Group"), consists of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$6,939,000 as of the date hereof ("The Pointe Office/Retail
Buildings
Trust Loan"); and
(b) one
Subordinate Companion Loan in the outstanding principal
amount of
$415,000 as of the date hereof ("The Pointe Office/Retail
Buildings
Subordinate Companion Loan").
Raintree Center. The Loan Group secured by a Mortgage on the
property known as Raintree Center (the
"Raintree Center Loan Group"), consists
of two Loans:
(a) one Loan Group Trust Mortgage Loan in the outstanding
principal
amount of
$3,489,669 as of the date hereof (the "Raintree Center Trust
Loan"); and
(b) one Subordinate Companion Loan in the outstanding principal
amount of
$220,000 as of the date hereof (the "Raintree Center
Subordinate
Companion
Loan").
The relative rights of each holder of a Loan Group Trust
Mortgage
Loan and the related Companion Loans are
set forth in a co-lender or other
similar agreement (each a "Co-Lender
Agreement") among the holders of each of
the Loans in the Loan Group. Pursuant to
each Co-Lender Agreement, the Loan
Groups are to be serviced and administered
in accordance with this Agreement,
other than the Wells Fargo Center Loan
Group and the San Francisco Centre Loan
Group (the "Non-Serviced Loan Groups"), by
the Master Servicer and the Special
Servicer hereunder.
The Wells Fargo Center Loan Group, including the Wells Fargo
Center
Trust Loan, will be serviced and
administered in accordance with the pooling and
servicing agreement (the "2005-GG4 PSA")
dated June 1, 2005, by and among GS
Mortgage Securities Corporation II, as
depositor (the "2005-GG4 Depositor"),
GMAC Commercial Mortgage Corporation, as
master servicer (the "2005-GG4 Master
Servicer"), LNR Partners, Inc., as special
servicer (the "2005-GG4 Special
Servicer") and Wells Fargo Bank, National
Association, as trustee (the "2004-GG2
Trustee"), pursuant to which the GS
Mortgage Securities Corporation II,
Commercial Mortgage Pass Through
Certificates, Series 2005-GG4 were issued.
The San Francisco Centre Loan Group, including the San
Francisco
Centre Trust Loan, will be serviced and
administered in accordance with the
pooling and servicing agreement (the
"2005-C20 PSA") dated as of August 1, 2005,
by and among Wachovia Commercial Mortgage
Securities, Inc., as depositor (the
"2005-C20 Depositor"), Wachovia Bank,
National Association, as master servicer
(the "2005-C20 Master Servicer"), CWCapital
Asset Management LLC, as special
servicer (the "2005-C20 Special Servicer"),
LaSalle Bank National Association,
as trustee (the "2005-C20 Trustee") and ABN
AMRO Bank N.V., as fiscal agent (the
"2005-C20 Fiscal Agent"), pursuant to which
the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2005-C20
were issued.
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:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise
requires:
"2005-C20 Depositor" shall have the meaning assigned thereto in
the
Preliminary Statement.
"2005-C20 Fiscal Agent" shall have the meaning assigned thereto
in
the Preliminary Statement.
"2005-C20 Master Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"2005-C20 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.
"2005-C20 Special Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"2005-C20 Trustee" shall have the meaning assigned thereto in
the
Preliminary Statement.
"2005-GG4 Depositor" shall have the meaning assigned thereto in
the
Preliminary Statement.
"2005-GG4 Master Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"2005-GG4 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.
"2005-GG4 Special Servicer" shall have the meaning assigned
thereto
in the Preliminary Statement.
"2005-GG4 Trustee" shall have the meaning assigned thereto in
the
Preliminary Statement.
"ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in
interest.
"Acceptable Insurance Default" shall mean, with respect to any
Serviced 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
accordance with the Servicing Standard,
that either (i) such insurance is not
available at commercially reasonable rates
and the subject hazards are not
commonly insured against by prudent owners
of similar real properties in similar
locales (but only by reference to such
insurance that has been obtained by such
owners at current market rates), or (ii)
such insurance is not available at any
rate. Subject to the Servicing Standard, in
making any of the determinations
required in subclause (i) or (ii) of this
definition, the Special Servicer shall
be entitled to 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 Principal
Balance Certificates for any Interest
Accrual Period, one-twelfth of the product
of (i) the 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 (b) in the case of each Class of
the Class X Certificates for any
Interest Accrual Period, the sum of the
Accrued Component Interest for all of
the Components of such Class for such
Distribution Date.
"Accrued Component Interest" shall mean, with respect to each
Component of the Class XP and Class XC
Certificates for any Distribution Date,
one-twelfth of the product of (i) the Class
XP Strip Rate or Class XC Strip Rate
applicable to such Component for such
Distribution Date, and (ii) the Component
Notional Amount of such Component
outstanding immediately prior to such
Distribution Date.
"Acquisition
Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is
considered to be acquired by the Trust
Fund within the meaning of Treasury
Regulations Section 1.856-6(b)(1), which
shall be the first day on which the Trust
Fund is treated as the owner of such
REO Property for federal income tax
purposes.
"Actual/360 Basis" 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 Information" shall have the meaning assigned thereto
in
Section 4.02(a).
"Additional Principal Distribution Amount" shall mean, with
respect
to any Distribution Date, the aggregate of
the Recovered Amounts included in,
and added to the Principal Distribution
Amount for such Distribution Date for
purposes of calculating, the Adjusted
Principal Distribution Amount for such
Distribution Date, pursuant to Section
1.03(c).
"Additional Trust Fund Expense" shall mean any expense incurred
with
respect to the Trust Fund (excluding any
Unliquidated Advance) and not otherwise
included in the calculation of a Realized
Loss that would result 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. Amounts paid as
Additional Trust Fund Expenses shall
be paid out of funds on deposit in the
Custodial Account or the Distribution
Account.
"Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the
Principal Distribution Amount for such
Distribution Date, plus all amounts added
to such Principal Distribution Amount
pursuant to Section 1.03(c) for such
Distribution Date, minus all amounts
subtracted from such Principal Distribution
Amount pursuant to Section 1.03(b)
for such Distribution Date.
"Administrative Cost Rate" shall mean, with respect to each
Mortgage
Loan (or any successor REO Mortgage Loan
with respect thereto), the rate per
annum specified as the "Administrative Cost
Rate" on the Mortgage Loan Schedule,
which, for each such other Mortgage Loan
(or successor REO Mortgage Loan) is
equal to the sum of the related Master
Servicing Fee Rate, the Trustee Fee Rate
and, in the case of a Non-Serviced Trust
Loan, the "servicing fee rate" payable
to the applicable Lead Master Servicer
under the applicable Lead PSA.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall have the meaning assigned
thereto in Section 10.02(e).
"Adverse Rating Event" shall mean, (i) when used with respect to
any
Class of Certificates, as of any date of
determination, the qualification,
downgrade or withdrawal of any rating then
assigned to such Class of
Certificates by any Rating Agency and (ii)
when used with respect to any
Companion Loan Securities, as of any date
of determination the qualification,
downgrade or withdrawal of any rating then
assigned by any Rating Agency to such
Companion Loan Securities (but only if such
Companion Loan Securities were
issued in connection with the inclusion of
a Serviced Pari Passu Companion Loan
into a trust as part of a
securitization).
"Adverse REMIC Event" shall have the meaning assigned thereto
in
Section 10.01(i).
"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.
"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 3.15.
"Annual Performance Certification" shall have the meaning
assigned
thereto in Section 3.14.
"Appraisal" shall mean an appraisal or update thereof prepared by
an
Independent Appraiser.
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount
(calculated initially as of the Determination
Date immediately following the later of the
date on which the subject Mortgage
Loan or Loan Group became a Required
Appraisal Loan and the date on which the
applicable Required Appraisal was obtained)
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
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
(which shall include, without
duplication, (1) any Advances as to which
the advancing party was reimbursed
from a source other than the related
Mortgagor and (2) any Unliquidated
Advances) made by or on behalf of (plus all
accrued interest on such Advances
payable to) the Master Servicer, the
Special Servicer, the Trustee and/or the
Fiscal Agent with respect to such Required
Appraisal Loan, (v) any other unpaid
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 Mortgage Loan or Loan
Group becomes a Required Appraisal Loan,
(ii) either (A) no Required Appraisal
or update thereof has been obtained or
conducted, as applicable, in accordance
with Section 3.09(a), with respect to the
related Mortgaged Property during the
12-month period prior to the date such
Mortgage Loan or Loan Group 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
new Required Appraisal is obtained or
conducted, as applicable, in accordance
with Section 3.09(a), within 60 days
after such Mortgage Loan or Loan Group
became a Required Appraisal Loan, then
(x) until such new Required Appraisal 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 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.
Notwithstanding the foregoing, Appraisal Reduction Amount shall
mean, with respect to a Non-Serviced Trust
Loan, the amount calculated by the
applicable Lead Special Servicer or Lead
Master Servicer, as applicable, in
accordance with and pursuant to the terms
of the related Lead PSA.
"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
Loan or relating to an REO 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 or with respect
to any Non-Serviced Trust Loan, the
appraisal value as calculated pursuant to
the Lead PSA.
"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 Loan.
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan (or Serviced
Companion Loans) delinquent in respect of its
Balloon Payment, for each Due Date
coinciding with or following its Stated
Maturity Date as of which such Mortgage
Loan remains outstanding and part of the
Trust Fund, or, in the case of the Serviced
Companion Loans, the related
Mortgage Loans remain part of the Trust
Fund (provided that such Loan was not
paid in full, and no other Liquidation
Event occurred in respect thereof, before
the end of the Collection Period in which
the related Stated Maturity Date
occurs), the scheduled monthly payment of
principal and/or interest deemed to be
due in respect of such Loan on such Due
Date equal to the amount that would have
been due in respect thereof on such Due
Date if such 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,
the related Stated Maturity Date; (b) with
respect to any REO Loan, for any Due
Date as of which the related REO Property
remains part of the Trust Fund, or 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 Loan described in clause (a)
of this definition, the Assumed
Monthly Payment) that was due (or deemed
due) in respect of the related Loan on
the last Due Date prior to its becoming an
REO 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 the
following amounts (i) the aggregate amount
of all payments and other collections
on or with respect to the Mortgage Loans
and any REO Properties (including, with
respect to the Non-Serviced Trust Loans,
payment remitted by the applicable Lead
Master Servicer that (A) were Received as
of the end of the related Collection
Period (or, in the case of the Non-Serviced
Trust Loans as of 12:00 noon (New
York City time) on the Master Servicer
Remittance Date) and (B) are on deposit
in the Distribution 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 or the Fiscal
Agent for distribution on the
Certificates on such Distribution Date
pursuant to Section 4.03 and Section
4.03A, (iii) the aggregate amount deposited
by the Master Servicer in the
Distribution Account for such Distribution
Date pursuant to Section 3.20(a) in
connection with Prepayment Interest
Shortfalls, (iv) to the extent not included
in clause (a)(i) of this definition, the
aggregate amount transferred from the
Excess Liquidation Proceeds Account to the
Distribution Account pursuant to
Section 3.05(d) in respect of such
Distribution Date and (v) to the extent not
included in the amount described in clause
(a)(i) of this definition, if such
Distribution Date occurs during March 2006
or any year thereafter, the aggregate
of the Interest Reserve Amounts transferred
from the Interest Reserve Account to
the Distribution 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) Monthly
Payments that are due on a Due Date
following the end of the related Collection
Period, (ii) any amounts payable or
reimbursable to any Person from the
Distribution Account pursuant to clauses
(ii) through (vii) of Section 3.05(b),
(iii) Prepayment Premiums and/or Yield
Maintenance Charges, (iv) if such
Distribution Date occurs during January of
any year that is not a leap year or
during February of any year, the Interest
Reserve Amounts with respect to the
Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans to
be withdrawn from the Distribution 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
Distribution Account in error; provided
that clauses (b)(i), (b)(iii) and
(b)(iv) of this definition shall not apply
on the Final Distribution Date.
"Balloon Loan" shall mean any 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 payment
due on its Stated Maturity Date is
significantly larger than the Monthly
Payment due on the Due Date preceding its
Stated Maturity Date.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that is a
Balloon Loan.
"Balloon Payment" shall mean, with respect to any Balloon Loan as
of
any date of determination, the payment,
other than any regularly scheduled
monthly payment, due with respect to such
Loan at maturity.
"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.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Broker" shall mean the entity set forth in Schedule IX with
respect
to each Broker Strip Loan.
"Broker Strip" shall mean the per annum rate set forth on
Schedule
IX with respect to each Broker Strip
Loan.
"Broker Strip Fee" shall mean with respect to each Broker, as of
any
date of determination, the aggregate of the
products obtained by multiplying,
for each Broker Strip Loan, (i) the
principal balance of such Broker Strip Loan
as of the end of the immediately preceding
Collection Period and (ii) 1/12 of
the related Broker Strip for such Broker
Strip Loan.
"Broker Strip Loans" shall mean each Mortgage Loan listed on
Schedule IX hereto.
"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, any Lead
Master Servicer, the Primary Servicer or
the Special Servicer are located, are
authorized or obligated by law or
executive order to remain closed.
"Centra Portfolio Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.
"Centra Portfolio Pari Passu Companion Loan" shall have the
meaning
assigned thereto in the Preliminary
Statement.
"Centra Portfolio Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as
amended.
"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 at least
six places, the numerator of which is
the then current Class Principal Balance or
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
initial Notional Amount, as the case may
be, of such Class of Regular Interest
Certificates.
"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.
"Certificates" shall mean any of the Class A-1, Class A-2,
Class
A-3, Class A-4-1, Class A-4-2, Class A-AB,
Class A-5, Class A-M, Class A-J,
Class XP, Class XC, Class XK, Class B,
Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class
R-I or Class R-II Certificates, as
applicable.
"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. 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 and the CMSA
Investor Reporting Package.
"Certification Parties" shall have the meaning assigned to such
term
in Section 8.15(d).
"Certifying Person" shall have the meaning assigned to such term
in
Section 8.15(d).
"Class" shall mean, collectively, all of the Certificates
bearing
the same alphabetical and, if applicable,
numerical class designation.
"Class A Certificates" shall mean the Class A-1, Class A-2,
Class
A-3, Class A-4-1, Class A-4-2, Class A-AB
and Class A-5 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 the Upper-Tier REMIC 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 the Upper-Tier REMIC 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-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-4-1 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-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-4-2 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-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-5 Certificate" shall mean any one of the Certificates
with
a "Class A-5" designation on the face
thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC 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-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance": The planned principal
balance set forth on Schedule VIII hereto
relating to principal payments for the
Class A-AB Certificates.
"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 the Upper-Tier REMIC 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-3 attached hereto, and evidencing
a portion of a class of "regular
interests" in the Upper-Tier REMIC 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-5 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"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-5 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"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-5 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-5 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-6 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-6 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-6 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"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-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class
LA-1-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-6 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-7 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-2-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-2-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-5-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-5-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-5-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-J Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-M Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LB Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LC Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LD-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-4 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-5 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-3 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LK-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LK-2 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LL Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LM Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LN Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LO Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class LP Interest" shall mean a regular interest in the
Lower-Tier
REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum
rate of interest set forth in the
Preliminary Statement hereto.
"Class M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof,
substantially in the form of Exhibit
A-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC 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-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class O Certificate" shall mean any of the Certificates with a
"Class O" designation on the face thereof,
substantially in the form of Exhibit
A-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"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-7 attached hereto, and evidencing a
portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance
of any Class of Principal Balance
Certificates outstanding as of any date of
determination. 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 permanently 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
permanently 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(a). 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 R-I Certificate" shall mean any one of the Certificates
with
a "Class R-I" designation on the face
thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing
a portion of the sole class of
"residual interests" in the Lower-Tier
REMIC for purposes of the REMIC
Provisions.
"Class R-II Certificate" shall mean any one of the Certificates
with
a "Class R-II" designation on the face
thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing
a portion of the sole class of
"residual interests" in the Upper-Tier
REMIC for purposes of the REMIC
Provisions.
"Class X Certificates" shall mean the Class XP Certificates and
the
Class XC Certificates.
"Class XC Certificate" shall mean any one of the Certificates with
a
"Class XC" designation on the face thereof,
substantially in the form of Exhibit
A-2 attached hereto, and evidencing the
Components and a portion of a class of
"regular interests" in the Upper-Tier REMIC
for purposes of the REMIC
Provisions.
"Class XC Notional Amount" shall mean, with respect to the Class
XC
Certificates and any date of determination,
the sum of the then Component
Notional Amounts of all of the
Components.
"Class XC Strip Rate" shall mean, with respect to (A) any Class
of
Components (other than the Class XP
Components) for any Distribution Date, a
rate per annum equal to (i) the Weighted
Average Net Mortgage Rate for such
Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding
Certificates and (B) the Class XP
Components (i) for any Distribution Date
occurring on or before the related Class XP
Component Crossover Date, (x) the
Weighted Average Net Mortgage Rate for such
Distribution Date minus (y) the sum
of the Pass-Through Rate for the
Corresponding Certificates for such
Distribution Date and the Class XP Strip
Rate for such Component for such
Distribution Date, and (ii) for any
Distribution Date occurring after the
related Class XP Component Crossover Date,
a rate per annum equal to (x) the
Weighted Average Net Mortgage Rate for such
Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding
Certificates. In no event shall any
Class XC Strip Rate be less than zero.
"Class XK Certificate" shall mean any one of the Certificates with
a
"Class XK" designation on the face thereof,
substantially in the form of Exhibit
A-9 attached hereto. The Class XK
Certificates have no Pass-Through Rate, Class
Principal Balance or Class Notional
Amount.
"Class XP Certificate" shall mean any one of the Certificates with
a
"Class XP" designation on the face thereof,
substantially in the form of Exhibit
A-2 attached hereto, and evidencing the
Class XP Components and a portion of a
class of "regular interests" in the
Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class XP Component Crossover Date" shall mean (i) with respect
to
Component X-A-1-2, the Distribution Date
occurring in November 2006, (ii) with
respect to Component X-A-1-3 and Component
A-2-1, the Distribution Date
occurring in May 2007, (iii) with respect
to Component X-A-2-2, Component X-K-1
and Component X-L, the Distribution Date
occurring in November 2007, (iv) with
respect to Component X-A-2-3, Component
X-H-1, Component X-J and Component
X-K-2, the Distribution Date occurring in
May 2008, (v) with respect to
Component X-A-2-4 and Component X-H-2, the
Distribution Date occurring in
November 2008, (vi) with respect to
Component X-A-2-5, Component X-G-1 and
Component X-H-3, the Distribution Date
occurring in May 2009, (vii) with respect
to Component X-A-2-6, Component X-F-1 and
Component X-G-2, the Distribution Date
occurring in November 2009, (viii) with
respect to Component X-A-2-7, Component
X-A-3, Component X-A-4-1, Component
X-A-4-2-1, Component X-E-1 and Component
X-F-2, the Distribution Date occurring in
May 2010, (ix) with respect to
Component X-A-4-2-2, Component X-A-AB-1,
Component X-D-1 and Component X-E-2,
the Distribution Date occurring in November
2010, (x) with respect to Component
X-A-AB-2, and Component X-D-2, the
Distribution Date occurring in May 2011, (xi)
with respect to Component X-A-AB-3,
Component X-A-5-1 and Component X-D-3, the
Distribution Date occurring in November
2011, (xii) with respect to Component
X-A-5-2, and Component X-D-4, the
Distribution Date in May 2012 and (xiii) with
respect to Component X-A-5-3, Component
X-A-M, Component X-A-J, Component X-B,
Component X-C and Component X-D-5, the
Distribution Date in November 2012.
"Class XP Components" shall mean each of Component X-A-1-2,
Component X-A-1-3, Component X-A-2-1,
Component X-A-2-2, Component X-A-2-3,
Component X-A-2-4, Component X-A-2-5,
Component X-A-2-6, Component X-A-2-7,
Component X-A-3, Component X-A-4-1,
Component X-A-4-2-1, Component X-A-4-2-2,
Component X-A-AB-1, Component X-A-AB-2,
Component X-A-AB-3, Component X-A-5-1,
Component X-A-5-2, Component X-A-5-3,
Component X-A-M, Component X-A-J,
Component X-B, Component X-C, Component
X-D-1, Component X-D-2, Component X-D-3,
Component X-D-4, Component X-D-5, Component
X-E-1, Component X-E-2, Component
X-F-1, Component X-F-2, Component X-G-1,
Component X-G-2, Component X-H-1,
Component X-H-2, Component X-H-3, Component
X-J, Component X-K-1, Component
X-K-2 and Component X-L.
"Class XP Notional Amount" shall mean, as of any date of
determination, the sum of the then
Component Notional Amounts of the Class XP
Components for which the Class XP Component
Crossover Date has not passed.
"Class XP Reference Rate" shall mean, for any Distribution Date,
the
rate per annum corresponding to such
Distribution Date on Schedule IV.
"Class XP Strip Rate" shall mean, with respect to each of the
Class
XP Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Class XP Component
Crossover Date, (x) the lesser of (I) the
Weighted Average Net Mortgage Rate for
such Distribution Date and (II) the Class
XP Reference Rate for such
Distribution Date minus (y) the
Pass-Through Rate for the Corresponding
Certificates (provided that in no event
shall any Class XP Strip Rate be less
than zero) and (ii) for any Distribution
Date occurring after the related Class
XP Component Crossover Date, 0% per
annum.
"Clearstream" shall mean Clearstream Banking, Societe Anonyme or
any
successor.
"Closing Date" shall mean November 3, 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
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 Directing Holder.
"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 Recoverability Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Bond Level File" 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 "CMSA 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 and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "CMSA Comparative Financial
Status Report" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "CMSA 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. The initial data for this
report shall be provided by each Mortgage
Loan Seller; provided that the
delivery of such initial data by either
Commerzbank or GSMC shall satisfy the
delivery requirements for both Commerzbank
and GSMC.
"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 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 seven 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, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File; and
(b) the following twelve 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 Loan Level Reserve/LOC Report, (ix) CMSA NOI Adjustment
Worksheet,
(x) CMSA Advance Recovery Report, (xi) CMSA Total Loan Report
and (xii)
CMSA Reconciliation of Funds Report.
"CMSA Loan Level Reserve/LOC Report" shall mean a 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. The initial data for this report
shall be provided by each Mortgage
Loan Seller; provided that the delivery of
such initial data by either
Commerzbank or GSMC shall satisfy the
delivery requirements for both Commerzbank
and GSMC. Each CMSA Loan Periodic Update
File prepared by the Master Servicer
shall, if applicable, be accompanied by a
Monthly Additional Report on
Recoveries and Reimbursements and all
references herein to "CMSA Loan Periodic
Update File" shall be construed
accordingly.
"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 Reconciliation of Funds Report" shall mean a report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "CMSA
Reconciliation of Funds 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 Total Loan Report" shall mean a report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "CMSA Total 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 NOI Adjustment Worksheet" shall mean a report prepared by
the
Master Servicer with respect to all the
Performing Serviced Loans, and by the
Special Servicer with respect to Specially
Serviced Loans and REO 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 "CMSA 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 Special Servicer Loan File" shall mean a report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Special Servicer Loan 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 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.
"Co-Lender Agreement" shall have the meaning assigned thereto in
the
Preliminary Statement.
"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.
"Collection Period" shall mean, with respect to any
Distribution
Date or Master Servicer Remittance Date,
the period commencing on the day
immediately following the Determination
Date in the calendar month preceding the
month in which such Distribution Date or
Master Servicer Remittance Date, as the
case may be, occurs (or, in the case of
each of the initial Distribution Date
and the initial Master Servicer Remittance
Date, commencing immediately
following the Cut-off Date) and ending on
and including the Determination Date
in the calendar month in which such
Distribution Date or Master Servicer
Remittance Date, as the case may be,
occurs.
"Commerzbank" shall mean Commerzbank AG, New York Branch, a
company
formed under the laws of the Federal
Republic of Germany and licensed to engage
in the banking business under Article V of
the Banking Law of the State of New
York, and its successors in interest.
"Commission" shall mean the Securities and Exchange Commission
or
any successor agency.
"Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.
"Companion Loan Noteholder" shall mean, with respect to any
Loan
Group, the Holder of the Mortgage Note for
the related Companion Loan.
"Companion Loan Securities" means the securities issued in
connection with the inclusion of a Pari
Passu Companion Loan into a trust as
part of a securitization of one or more
mortgage loans.
"Components" shall mean each of Component X-A-1-1, Component
X-A-1-2, Component X-A-1-3, Component
X-A-2-1, Component X-A-2-2, Component
X-A-2-3, Component X-A-2-4, Component
X-A-2-5, Component X-A-2-6, Component
X-A-2-7, Component X-A-3, Component
X-A-4-1, Component X-A-4-2-1, Component
X-A-4-2-2, Component X-A-AB-1, Component
X-A-AB-2, Component X-A-AB-3, Component
X-A-5-1, Component X-A-5-2, Component
X-A-5-3, Component X-A-M, Component X-A-J,
Component X-B, Component X-C, Component
X-D-1, Component X-D-2, Component X-D-3,
Component X-D-4, Component X-D-5, Component
X-E-1, Component X-E-2, Component
X-F-1, Component X-F-2, Component X-G-1,
Component X-G-2, Component X-H-1,
Component X-H-2, Component X-H-3, Component
X-J, Component X-K-1, Component
X-K-2, Component X-L, Component X-M,
Component X-N, Component X-O and Component
X-P.
"Component X-A-1-1" shall mean one of 46 components of the Class
XC
Certificates having a Component Notional
Amount which, as of any date of
determination, is equal to the then current
Uncertificated Principal Balance of
the Class LA-1-1 Interest.
"Component X-A-1-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-1-2 Interest.
"Component X-A-1-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-1-3 Interest.
"Component X-A-2-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-1 Interest.
"Component X-A-2-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-2 Interest.
"Component X-A-2-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-3 Interest.
"Component X-A-2-4" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-4 Interest.
"Component X-A-2-5" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-5 Interest.
"Component X-A-2-6" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-6 Interest.
"Component X-A-2-7" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-2-7 Interest.
"Component X-A-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-3 Interest.
"Component X-A-4-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-4-1 Interest.
"Component X-A-4-2-1" shall mean one of 46 components of the
Class
XC Certificates and one of the 41
components of the Class XP Certificates having
a Component Notional Amount which, as of
any date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-4-2-1
Interest.
"Component X-A-4-2-2" shall mean one of 46 components of the
Class
XC Certificates and one of the 41
components of the Class XP Certificates having
a Component Notional Amount which, as of
any date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-4-2-2
Interest.
"Component X-A-AB-1" shall mean one of 46 components of the
Class
XC Certificates and one of the 41
components of the Class XP Certificates having
a Component Notional Amount which, as of
any date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-AB-1 Interest.
"Component X-A-AB-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-AB-2 Interest.
"Component X-A-AB-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-AB-3 Interest.
"Component X-A-5-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-A-5-1
Interest.
"Component X-A-5-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-A-5-2
Interest.
"Component X-A-5-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-A-5-3
Interest.
"Component X-A-M" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-A-M Interest.
"Component X-A-J" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LA-J Interest.
"Component X-B" shall mean one of 46 components of the Class XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LB Interest.
"Component X-C" shall mean one of 46 components of the Class XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LC Interest.
"Component X-D-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LD-1 Interest.
"Component X-D-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LD-2 Interest.
"Component X-D-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LD-3 Interest.
"Component X-D-4" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LD-4 Interest.
"Component X-D-5"
shall mean one of 46 components of the Class XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LD-5 Interest.
"Component X-E-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LE-1 Interest.
"Component X-E-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LE-2 Interest.
"Component X-F-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LF-1 Interest.
"Component X-F-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LF-2 Interest.
"Component X-G-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LG-1 Interest.
"Component X-G-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LG-2 Interest.
"Component X-H-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LH-1 Interest.
"Component X-H-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LH-2 Interest.
"Component X-H-3" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LH-3 Interest.
"Component X-J" shall mean one of 46 components of the Class XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LJ Interest.
"Component X-K-1" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LK-1 Interest.
"Component X-K-2" shall mean one of 46 components of the Class
XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LK-2 Interest.
"Component X-L" shall mean one of 46 components of the Class XC
Certificates and one of the 41 components
of the Class XP Certificates having a
Component Notional Amount which, as of any
date of determination, is equal to
the then current Uncertificated Principal
Balance of the Class LL Interest.
"Component X-M" shall mean one of 46 components of the Class XC
Certificates having a Component Notional
Amount which, as of any date of
determination, is equal to the then current
Uncertificated Principal Balance of
the Class LM Interest.
"Component X-N" shall mean one of 46 components of the Class XC
Certificates having a Component Notional
Amount which, as of any date of
determination, is equal to the then current
Uncertificated Principal Balance of
the Class LN Interest.
"Component X-O" shall mean one of 46 components of the Class XC
Certificates having a Component Notional
Amount which, as of any date of
determination, is equal to the then current
Uncertificated Principal Balance of
the Class LO Interest.
"Component X-P" shall mean one of 46 components of the Class XC
Certificates having a Component Notional
Amount which, as of any date of
determination, is equal to the then current
Uncertificated Principal Balance of
the Class LP Interest.
"Component Notional Amount" shall mean with respect to each
Component and any date of determination, an
amount equal to the then current
Uncertificated Principal Balance of its
Corresponding Uncertificated Lower-Tier
Interest.
"Condemnation Proceeds" shall mean all cash amounts Received 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.
"Control Appraisal Event" shall exist with respect to any Tier
1
Loan Group or the Shaner Hotel Portfolio
Loan Group, if and for so long as:
(a) (1) the initial balance of the related Companion Loan or
the
Shaner
Hotel Portfolio Subordinate Companion Loan, as applicable,
minus
(2) the
sum of (x) any principal payments, allocated to, and received
on,
the
related Subordinate Companion Loan or the Shaner Hotel
Portfolio
Subordinate Companion Loan, as applicable, (y) any Appraisal
Reduction
Amounts
allocated to such Companion Loan or the Shaner Hotel Portfolio
Subordinate Companion Loan, as applicable, and (without
duplication) (z)
Realized
Losses allocated to such Companion Loan or the Shaner Hotel
Portfolio
Subordinate Companion Loan, applicable,
is less than
(b) 25% of the initial balance of such Companion Loan or the
Shaner
Hotel
Portfolio Subordinate Companion Loan, as applicable.
"Controlling Class" shall mean the Class of Certificates (other
than
the Residual Interest Certificates) with
the latest alphabetical Class
designation that has a then-aggregate Class
Principal Balance that is not less
than 25% of the Original Class Principal
Balance of such Class; provided that if
no Class of Principal Balance Certificates
has, as of such date of
determination, a Class Principal Balance
that meets the requirements above, then
the Controlling Class shall be the then
outstanding Class of Principal Balance
Certificates bearing the latest alphabetic
Class designation that has a Class
Principal Balance greater than zero; and
provided, further, that, for purposes
of determining the Controlling Class, the
Class A-1, Class A-2, Class A-3, Class
A-4-1, Class A-4-2, Class A-AB and Class
A-5 Certificates shall be deemed a
single Class of Certificates. As of the
Closing Date, the Controlling Class will
be the Class P Certificates. If the
Controlling Class consists of Book-Entry
Certificates, then the rights of the
Holders of the Controlling Class set forth
in this Agreement may be exercised directly
by the relevant Certificate Owners,
provided that the identity of such
Certificate Owners has been confirmed to the
Trustee to its reasonable satisfaction.
"Controlling Class Certificateholder" shall mean any Holder of
a
Certificate of the Controlling Class.
"Controlling Class Directing Holder" shall mean the Holder or
Holders of greater than 50% of the Voting
Rights assigned to the Controlling
Class; provided that no Holder of Voting
Rights allocated to the Controlling
Class may exercise any rights of such Class
with respect to any Loan as to which
such Holder is a Mortgagor Affiliate
Holder.
"Corporate Trust Office" shall mean the principal corporate
trust
office of the Trustee at which at any
particular time its asset-backed
securities 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 -
Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust Series
2005-GG5.
"Corrected Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Loan but has ceased to
be such in accordance with the
definition of "Specially Serviced Loan"
(other than by reason of a Liquidation
Event occurring in respect of such Loan or
the related Mortgaged Property's
becoming an REO Property).
"Corresponding Certificate" shall have the meaning assigned
thereto
in the Preliminary Statement with respect
to any Corresponding Component or any
Corresponding Uncertificated Lower-Tier
Interest.
"Corresponding Component" shall have the meaning assigned thereto
in
the Preliminary Statement with respect to
any Corresponding Certificate or any
Corresponding Uncertificated Lower-Tier
Interest.
"Corresponding Uncertificated Lower-Tier Interest" shall have
the
meaning assigned thereto in the Preliminary
Statement with respect to any
Corresponding Certificate or any
Corresponding Component.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgaged Loans. The
Mortgage Loans secured by the
following Mortgaged Properties are
Cross-Collateralized Groups: (i) Coliseum
Center and 2727 El Camino Real and (ii) 670
and 680 South Coast Highway and
118-124 South El Camino Real.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage
Loan
that is cross-defaulted and
cross-collateralized with any other Mortgage Loan.
"Cross-Over Date" shall mean the Distribution Date on which (i)
the
Class A-1, Class A-2, Class A-3, Class
A-4-1, Class A-4-2, Class A-AB and Class
A-5 Certificates, or any two or more of
such Classes, remain outstanding and
(ii) the aggregate of the Class Principal
Balances of the Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and
Class P Certificates are reduced to zero
as a result of the allocation of Realized
Losses and Additional Trust Fund
Expenses pursuant to Section 4.04(a).
"Custodial Account" shall mean either of the Pool Custodial
Account
or any Loan Group 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 the Mortgage Files,
which Person shall not be the Depositor,
the Mortgage Loan Sellers or an
Affiliate of the Depositor or the Mortgage
Loan Sellers. 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 (i) with respect to each Mortgage
Loan
that pays on a Due Date in November 2005,
its Due Date in November 2005 and (ii)
with respect to any other Mortgage Loan,
November 6, 2005.
"Cut-off Date Balance" shall mean, with respect to any Loan,
the
outstanding principal balance of such Loan
as of the Cut-off Date, net of all
unpaid payments of principal due in respect
thereof on or before such date.
"Dahn Corp. Loan Group" shall have the meaning assigned thereto
in
the Preliminary Statement.
"Dahn Corp. Trust Loan" shall have the meaning assigned thereto
in
the Preliminary Statement.
"Dahn Corp. Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary
Statement.
"Default Charges" shall mean Default Interest and/or late
payment
charges that are paid or payable, as the
context may require, to the Trust in
respect of any Loan or any successor REO
Loan with respect thereto.
"Default Interest" shall mean, with respect to any Serviced Loan
or
any successor REO Loan with respect
thereto, any amounts Received thereon (other
than late payment charges, Prepayment
Premiums or Yield Maintenance Charges)
that represent penalty interest (arising
out of a default) in excess of interest
accrued on the principal balance of such
Loan (or successor REO Loan), at the
related Mortgage Rate.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto
in
Section 3.21(k).
"Defeasance Collateral" shall mean, with respect to any
Defeasance
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 Loan" shall mean any Loan that permits the related
Mortgagor to pledge Defeasance Collateral
to the holder of such loan in lieu of
prepayment.
"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.
"Depositor" shall mean Greenwich Capital Commercial Funding
Corp,
and any successor in interest.
"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 the sixth calendar day of each
month
(or, if such sixth day is not a Business
Day, the Business Day immediately
following such sixth day), commencing in
December 2005.
"Directing Holder" shall mean with respect to any Serviced Loan
Group, the person or persons selected by
the related Loan Group Directing
Holder, and with respect to any other
Mortgage Loan, the person selected by the
Controlling Class Directing Holder;
provided, however, that (i) absent such
selection, or (ii) until a Directing Holder
is so selected or (iii) upon receipt
of a notice from the Controlling Class
Directing Holder or Loan Group Directing
Holder, as applicable, that a Directing
Holder is no longer designated, the
Directing Holder will be the Loan Group
Directing Holder or the Controlling
Class Directing Holder, as applicable;
provided, further, that, in the case of a
Directing Holder selected by the
Controlling Class Directing Holder, in order
for the Trustee to certify the status of
such Directing Holder, the Directing
Holder must provide notice and
certification to the Trustee as to its status as
Directing Holder (including the address and
telecopy number of such Directing
Holder), and the Trustee shall provide
written notice to the Controlling Class
Certificateholders, the Special Servicer
and the Master Servicer as to the
designation of such Directing Holder
(including the address and telecopy number
of such Directing Holder). No Mortgagor
Affiliate Holder may be a Directing
Holder. The Trustee acknowledges and agrees
that with respect to each Loan Group
the Person set forth on Schedule V shall be
designated as the initial Directing
Holder with respect to the related Loan
Group, and that no further notice of
such selection is required. In the event
that a Controlling Class Directing
Holder or Loan Group Directing Holder
appoints a third party (including any
affiliate) to act as Directing Holder, none
of the parties to this Agreement
shall be obligated to recognize such
appointment unless such Controlling Class
Directing Holder or Loan Group Directing
Holder shall have delivered to each
party to this Agreement a certification
regarding such appointment. Any Loan
Group Directing Holder that is a Directing
Holder may, in its capacity as
Directing Holder, only control, direct,
prohibit or be consulted with respect to
the enforcement of the related Mortgage or
the servicing and administration of
the related Loan Group to the extent set
forth in this Agreement. The Directing
Holder shall be required to keep all
non-public information received by it in
such capacity pursuant to this Agreement
confidential and, upon its designation
as such, shall deliver to the Trustee a
confirmation to such effect. Other than
as set forth on Schedule V, the initial
Directing Holder shall be LNR Securities
Holdings, LLC.
"Directly Operate" shall mean, with respect to any REO Property,
the
furnishing or rendering of services to the
tenants thereof, the management or
operation of such 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 REO Property in a trade or business
conducted by the Lower-Tier 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 REO Property solely because the
Trustee (or the Special Servicer or any
Sub-Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants,
enters into or renews leases, deals
with taxes and insurance, or makes
decisions as to repairs or capital
expenditures with respect to such REO
Property.
"Discount Rate" shall mean, with respect to any prepaid
Mortgage
Loan or REO Mortgage Loan, for purposes of
allocating any Prepayment Premium or
Yield Maintenance Charge Received with
respect thereto among the Class A-1,
Class A-2, Class A-3, Class A-4-1, Class
A-4-2, Class A-AB, Class A-5, Class
A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G and Class H
Certificates, a rate equal to the yield
(when compounded monthly) on the U.S.
Treasury issue (primary issue) with a
maturity date closest to the maturity
date, as published in Federal Reserve
Statistical Release H.15 (519) published
by the Federal Reserve Board; provided that
if there are two such U.S. Treasury
issues (a) with the same coupon, the issue
with the lower yield shall apply, and
(b) with maturity dates equally close to
the maturity date for such prepaid
Mortgage Loan or REO Mortgage Loan, the
issue with the earliest maturity date
shall apply.
"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
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 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 that portion, if
any, of the Net Aggregate Prepayment
Interest Shortfall for such Distribution
Date allocated to such Class of
Certificates as provided below. The Net
Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date
shall be allocated among the respective
Classes of Regular Interest Certificates
on a pro rata basis in accordance with, the
respective amounts of Accrued
Certificate Interest for each such Class of
Certificates for the related
Interest Accrual Period.
"Distribution Account" shall mean the segregated account or
accounts
created and maintained by the Trustee
pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered holders of Greenwich Capital
Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG5, Commercial
Mortgage Pass-Through Certificates, Series
2005-GG5" which account shall be deemed to
consist of, collectively, the
Lower-Tier Distribution Account, the
Upper-Tier Distribution Account and the
Interest Reserve Account.
"Distribution Date" shall mean the date each month, commencing
in
December 2005, on which, among other
things, the Trustee is to make
distributions on the Certificates, which
date shall be the tenth day of the
month, or if such tenth day is not a
Business Day, then the Business Day
immediately following such tenth day,
provided that the Distribution Date will
be at least four Business Days following
the related Determination Date.
"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 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
Loan is scheduled to be first due;
(ii) with respect to any 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 Loan had been scheduled to be first
due; and (iii) with respect to any REO
Loan, the day of the month set forth in the
related Mortgage Note on which each
Monthly Payment on the related Loan had
been scheduled to be first due.
"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
"Aa3" by Moody's and 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 (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 Companion Loan Securities,
as evidenced in writing by such
Rating Agency) at any time such 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 "P-1" by Moody's and at least
"A-1" by S&P (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 Companion Loan Securities, as
evidenced in writing by such Rating Agency)
at any time such 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), 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 ss. 9.10(b); (iii) 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 Companion Loan
Securities, as evidenced in writing by each
Rating Agency or (iv) an account
maintained at PNC Bank, National
Association so long as its short term unsecured
debt is rated at least "P-1" by Moody's,
"A-1" by S&P and "F-1" by Fitch Ratings
and its long term unsecured debt is rated
at least "A-" by S&P.
"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
Mortgage
Loans identified on Schedule III
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.
"Euroclear" shall mean Euroclear Bank as operator of the
Euroclear
System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Excess Liquidation Proceeds" shall mean the excess, if any, of
(a)
the Net Liquidation Proceeds from the sale
or liquidation of a Specially
Serviced Loan or REO Property, net of (i)
interest on any related Advances, (ii)
any related Servicing Advances and (iii)
any Liquidation Fee payable from such
Net Liquidation Proceeds, over (b) the
amount needed to pay off the Mortgage
Loan or related REO Loan in full and
reimburse the Trust for any prior
Additional Trust Fund Expenses related to
such Loan.
"Excess
Liquidation Proceeds Account" shall mean the segregated
account created and maintained by the
Trustee pursuant to Section 3.04(d) in
trust for the Certificateholders, which
shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered Holders of Greenwich
Capital Commercial Funding Corp.,
Commercial Mortgage Trust 2005-GG5, Commercial
Mortgage Pass-Through Certificates, Series
2005-GG5."
"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) Greenwich
Capital
Markets, (ii) any Person directly or
indirectly, through one or more
intermediaries, controlling, controlled by
or under common control with
Greenwich Capital Markets and (iii) any
member of any underwriting syndicate or
selling group of which any Person described
in clauses (i), (ii) or (iii) 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.
"FDIC" shall mean the Federal Deposit Insurance Corporation or
any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"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 Loan or 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 (or in the case of the
Non-Serviced Loan Groups, a "Final Recovery
Determination" as defined in the applicable
Lead PSA with respect to such loan);
provided that the term Final Recovery
Determination shall not apply to: (i) a
Loan that was paid in full; or (ii) a Loan
or REO Property, as the case may be,
that was purchased by (A) the applicable
Mortgage Loan Seller pursuant to
Section 2.03(a) and the applicable Mortgage
Loan Purchase Agreement, (B) a
Purchase Option Holder or its assignee
pursuant to Section 3.19, (C) the
Depositor, the Mortgage Loan Sellers, the
Special Servicer, a Controlling Class
Certificateholder or the Master Servicer
pursuant to Section 9.01, (D) the
holder of a related mezzanine loan in
connection with a Loan default, as set
forth in the related intercreditor
agreement or (E) in the case of the Loan
Group Trust Mortgage Loans, the related
Companion Loan Noteholder or their
designees pursuant to the related Co-Lender
Agreement.
"Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal
agent
hereunder, or any successor fiscal agent
appointed as herein provided.
"FV Bid" shall have the meaning assigned thereto in Section
3.19(c).
"FV Price" shall have the meaning assigned thereto in Section
3.19(c).
"GAAP" shall mean generally accepted accounting principles in
the
United States of America.
"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates,
either the related Rule 144A Global
Certificate or the Regulation S Global
Certificate.
"Global Opinion" shall have the meaning assigned thereto in
Section
11.12.
"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
any Rating Agency as Defeasance
Collateral.
"Grantor Trust" shall mean that certain "grantor trust" (within
the
meaning of the Grantor Trust Provisions)
consisting of the Grantor Trust Assets.
"Grantor Trust Assets" shall mean the Kalani Industrial Loan
Exit
Fee and the Kalani Industrial Loan Exit Fee
Distribution Account and any
proceeds thereof.
"Grantor Trust Provisions" shall mean subpart E, Part I of
subchapter J of the Code, including
Treasury Regulations Section
301.7701-4(c)(2).
"Greenwich Capital Markets" shall mean Greenwich Capital
Markets,
Inc. or its successor in interest.
"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.
"GSMC" shall mean Goldman Sachs Mortgage Company, a New York
limited
partnership, and its successors in
interest.
"Hazardous Materials" shall mean any dangerous, toxic or
hazardous
pollutants, chemicals, wastes, or
substances, including, without limitation,
those so identified pursuant to CERCLA or
any other federal, state or local
environmental related laws and regulations
now existing or hereafter enacted,
and specifically including asbestos and
asbestos-containing materials,
polychlorinated biphenyls, radon gas,
petroleum and petroleum products, urea
formaldehyde and any substance classified
as being "in inventory," "usable work
in process" or similar classification which
would, if classified as unusable, be
included in the foregoing definition.
"Holder" shall mean, with respect to a Certificate, a
Certificateholder and, with respect to any
Uncertificated Lower-Tier Interest,
the Trust.
"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, the
Mortgage Loan Sellers, the Master Servicer,
the Special Servicer, any
Controlling Class Certificateholder, and
with respect to matters relating to a
particular Loan Group any Companion 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, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer,
any Controlling Class
Certificateholder, and with respect to
matters relating to a particular Loan
Group any Companion Loan Noteholder, or any
Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage
Loan Sellers, the Master Servicer,
the Special Servicer, any Controlling Class
Certificateholder, and with respect
to matters relating to a particular Loan
Group any Companion 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, the Mortgage
Loan Sellers, the Master Servicer, the
Special Servicer, any Controlling Class
Certificateholder, any Companion 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, the
Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, such
Controlling Class Certificateholder, such
Companion 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
the Lower-Tier REMIC within the meaning
of Section 856(d)(3) of the Code if the
Lower-Tier REMIC was 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 any of the Loan Groups are
affected, to the Companion Loan
Noteholder), 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 any of
the Loan Groups are affected, by the
related Companion Loan Noteholder) of an
Opinion of Counsel, which shall be at
no expense to the Master Servicer, the
Special Servicer, the Trustee or the
Trust Fund, to the effect that the taking
of any action in respect of any REO
Property by such Person, subject to any
conditions therein specified, that is
otherwise herein contemplated to be taken
by an Independent Contractor, will not
cause such REO Property to cease to qualify
as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code
for purposes of Section 860D(a) of the
Code, or cause any income realized in
respect of such 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
3.19(c).
"Initial Trust Balance" shall be as set forth in the
Preliminary
Statement hereto and shall equal the
aggregate Cut-off Date Balances of the
Mortgage Loans.
"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 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 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 Loan, any
Uncertificated Lower-Tier Interests or any
Class of Regular Interest 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 Class
of
Regular Interest Certificates or
Uncertificated Lower-Tier Interests and any
Distribution Date, the period beginning on
the first day of the calendar month
preceding the calendar month in which the
related Distribution Date occurs and
ending on the last day of the calendar
month preceding the calendar month in
which such Distribution Date occurs,
calculated assuming that each month has 30
days and each year has 360 days.
"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 sub-account of the
Distribution Account, which is created and
maintained by the Trustee pursuant to
Section 3.04(c) in trust for
Certificateholders, which shall be entitled
"LaSalle Bank National Association, as
Trustee, in trust for the registered
holders of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Trust
2005-GG5, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG5."
"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 in February
of any year and for any Distribution
Date that occurs in January of any year
that is not a leap year, an amount equal
to one day's interest accrued at the
related Mortgage Rate 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 is
Received 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.
"Interest Reserve Mortgage Loan" shall mean any Mortgage Loan
that
accrues interest on an Actual/360
Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO
Mortgage
Loan that relates to a predecessor 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, other than a
Residual Interest Certificate, that
is rated in one of the four highest generic
rating categories by at least one
Rating Agency.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"JQH Hotel Portfolio B Loan Group" shall have the meaning
assigned
thereto in the Preliminary Statement.
"JQH Hotel Portfolio B Pari Passu Companion Loans" shall have
the
meaning assigned thereto in the Preliminary
Statement.
"JQH Hotel Portfolio B Trust Loan" shall have the meaning
assigned
thereto in the Preliminary Statement.
"Kalani Industrial Loan" shall mean the Mortgage Loan secured by
the
property known as Kalani Industrial.
"Kalani Industrial Loan Exit Fee" shall mean, with respect to
the
Kalani Industrial Loan or any successor REO
Loan with respect thereto, any exit
fee payable in connection with the payment
of the principal balance of such Loan
on its initial maturity date. The Kalani
Industrial Loan Exit Fee is an asset of
the Trust Fund, but shall not be an asset
of either REMIC.
"Kalani Industrial Loan Exit Fee Distribution Account" shall
mean
the trust account, accounts or, subject to
Section 3.04(b), sub-account created
and maintained by the Trustee, pursuant to
Section 3.04(f), in trust for the
Class XK Certificateholders, which, subject
to Section 3.04(b), shall be
entitled "LaSalle Bank National Association
[or name of any successor Trustee]",
as Trustee, in trust for Holders of
Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Pass-Through
Certificates, Series 2005-GG5, Kalani
Industrial Loan Exit Fee Distribution
Account" and which shall be an Eligible
Account or, subject to Section 3.04(b), a
sub-account of an Eligible Account.
The Kalani Industrial Loan Exit Fee
Distribution Account shall not be an asset
of either REMIC.
"Late Collections" shall mean: (a) with respect to any Loan,
all
amounts Received in connection therewith
during any 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 Loan due
or deemed due on a Due Date in a
previous 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
Loan, all amounts Received in connection
with the related REO Property during
any 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 Loan, or the principal and/or
interest portions of an Assumed
Monthly Payment in respect of such REO
Loan, due or deemed due on a Due Date in
a previous Collection Period and not
previously recovered.
"Lead Fiscal Agent" shall mean the 2005-C20 Fiscal Agent.
"Lead Master Servicer" shall mean each of the 2005-GG4 Master
Servicer and the 2005-C20 Master
Servicer.
"Lead PSA" shall mean each of the 2005-GG4 PSA and the 2005-C20
PSA.
"Lead Special Servicer" shall mean each of the 2005-GG4 Special
Servicer and the 2005-C20 Special
Servicer.
"Lead Trustee" shall mean each of the 2005-GG4 Trustee and the
2005-C20 Trustee.
"Liquidation Event" shall mean: (a) with respect to any Loan, any
of
the following events--(i) such Loan is paid
in full, (ii) a Final Recovery
Determination is made with respect to such
Loan, (iii) such Loan or related Loan
Group Trust Mortgage Loan (or portion
thereof with respect to the Lynnhaven Mall
Mortgage Loan) is repurchased by the
applicable Mortgage Loan Seller pursuant to
Section 2.03(a) and the applicable Mortgage
Loan Purchase Agreement, (iv) such
Loan is purchased by a Purchase Option
Holder or its assignee pursuant to
Section 3.19, (v) such Loan is purchased by
the Depositor, the Special Servicer,
a Mortgage Loan Seller, a Controlling Class
Certificateholder or the Master
Servicer pursuant to Section 9.01, (vi)
such Loan is purchased by the holder of
a related mezzanine loan on behalf of the
related Mortgagor in connection with a
Loan default, as set forth in the related
intercreditor agreement, or (vii) in
the case of any of the Loan Group Trust
Mortgage Loans, such Loan Group Trust
Mortgage Loan is purchased by any related
Companion Loan Noteholder or its
designee pursuant to the related Co-Lender
Agreement or the related Lead PSA;
and (b) with respect to any REO Property
(and the related REO Loan), any of the
following events--(i) a Final Recovery
Determination is made with respect to
such REO Property, or (ii) such REO
Property is purchased by the Depositor, the
Special Servicer, a Mortgage Loan Seller, a
Controlling Class Certificateholder
or the Master Servicer pursuant to Section
9.01.
"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 Loan or REO Property
pursuant to Sections 3.09 or 3.19
(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
pursuant to Section 3.11(b).
"Liquidation Fee Rate" shall mean, with respect to each
Specially
Serviced Loan or REO Property as to which a
Liquidation Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds and REO Revenues)
Received in connection with: (i) the full
or partial liquidation of a Mortgaged
Property or other collateral constituting
security for a defaulted 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 judgment
obtained against a Mortgagor; (iii) the
purchase of a Specially Serviced Loan by a
Purchase Option Holder or its
assignee pursuant to Section 3.19; (iv) the
repurchase of a Mortgage Loan by the
applicable Mortgage Loan Seller(s) pursuant
to Section 2.03(a) and the
applicable Mortgage Loan Purchase
Agreement(s); (v) the purchase of a Mortgage
Loan or REO Property by the Depositor, a
Mortgage Loan Seller, the Special
Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant
to Section 9.01; (vi) the purchase of a
Loan by the holder of a related
mezzanine loan on behalf of the related
Mortgagor in connection with a Loan
default, as set forth in the related
intercreditor agreement; or (vii) in the
case of any of the Loan Group Trust
Mortgage Loans, the purchase of such
Mortgage Loan by any related Companion Loan
Noteholder or its designee pursuant
to the Co-Lender Agreement or the related
Lead PSA.
"Loan" shall mean any Mortgage Loan or Companion Loan.
"Loan Group" shall have the meaning assigned thereto in the
Preliminary Statement (and shall include
any successor REO Loans).
"Loan Group Custodial Account" shall mean, with respect to any
Serviced Loan Group, the segregated account
or sub-accounts created and
maintained by the Master Servicer pursuant
to Section 3.04A on behalf of the
Holders of such Loan Group.
"Loan Group Directing Holder" with respect to any Loan Group,
will
be as follows:
(a) with respect to the Tier 1 Loan Groups, for so long as (i)
a
Control
Appraisal Event does not exist and the holder of more than 50%
of
the
principal balance of the related Subordinate Companion Loan is not
a
Mortgagor
Affiliate Holder, the holder of such Subordinate Companion
Loan,
or (ii)
while a Control Appraisal Event does exist or if the holder of
more than
50% of the principal balance of the related Subordinate
Companion
Loan is a Mortgagor Affiliate Holder, the Controlling Class
Directing
Holder;
(b) with respect to the Tier 2 Loan Groups, the Loan Group
Directing
Holder shall be
the Controlling Class Directing Holder;
(c) with respect to the Tier 3 Loan Groups, the Loan Group
Directing
Holder
shall be the Controlling Class Directing Holder;
(d) with respect to the Maryland Multifamily Portfolio and
Centra
Portfolio
Loan Groups, the Loan Group Directing Holder shall be the
Controlling Class Directing Holder;
(e) with respect to the Loan Group secured by the Wells Fargo
Center
Mortgaged
Property, the Directing Holder will be the controlling class
representative under the 2005-GG4 PSA;
(f) with respect to the Loan Group secured by the San Francisco
Centre
property, the directing holder will be the controlling class
representative under the 2005-C20 PSA;
(g) with respect to the JQH Hotel Portfolio B Loan Group, the
Loan
Group
Directing Holder shall be the Majority Lender (as defined in
the
related
Intercreditor Agreement); and
(h) with respect to the Shaner Hotel Portfolio Loan Group, for
so
long as
(i) a Control Appraisal Event does not exist and the holder of
more than
50% of the principal balance of the Shaner Hotel Portfolio
Subordinate Companion Loan is a Mortgagor Affiliate Holder, the
holder of
such
Subordinate Companion Loan, or (ii) while a Control Appraisal
Event
does
exists or if the holder of more than 50% of the Shaner Hotel
Portfolio
Subordinate Companion Loan is a Mortgagor Affiliate Holder, the
Controlling Class Directing Holder.
For purposes of this definition, in calculating the holders of
more
than 50% of a Subordinate Companion Loan,
the unpaid principal amount of such
Subordinate Companion Loan held by a
Mortgagor Affiliate Holder shall be deemed
to be zero, except with respect to
determining whether holders of more 50% of
such Subordinate Companion Loan are not
Mortgagor Affiliate Holders.
"Loan Group Mortgaged Property" shall mean any of the
properties
securing a Loan Group.
"Loan Group Noteholders" shall mean, with respect to each Loan
Group, the Trustee, as holder of the
Mortgage Note or Mortgage Notes for the
related Loan Group Trust Mortgage Loan and
the related Companion Loan
Noteholder.
"Loan Group Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date and each
Serviced Loan Group, an amount equal
to: (a) the aggregate amount of (i) all
payments and other collections on or
with respect to the applicable Loan Group
and the related Mortgaged Property (if
it becomes an REO Property) that (A) were
received as of the close of business
on the immediately preceding Determination
Date and (B) are on deposit or are
required to be on deposit in the related
Loan Group Custodial Account as of
12:00 noon (New York City time) on such
Master Servicer Remittance Date,
including any such payments and other
collections transferred to the related
Loan Group Custodial Account from the
related Loan Group REO Account (if
established), and (ii) any and all P&I
Advances made with respect to the Loan
Group Trust Mortgage Loan(s); 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) Monthly Payments that are
due on a Due Date following the end of
the related Collection Period, (ii) any
amount payable or reimbursable to any
Person from the related Loan Group
Custodial Account pursuant to clauses (ii)
through (xv) of Section 3.05A, and (iii)
any amounts deposited in the related
Loan Group Custodial Account in error.
"Loan Group Remittance Date" shall mean, (i) with respect to
each
Serviced Companion Loan that is not an
asset of a securitization, the Master
Servicer Remittance Date and (ii) in the
case of each other Serviced Companion
Loan that is an asset of a securitization,
the earlier of (A) the Master
Servicer Remittance Date and (B) the
Business Day prior to the date that is the
equivalent to the "Master Servicer
Remittance Date" in such securitization but
in no event earlier than the first Business
Day following the Determination
Date.
"Loan Group REO Account" shall mean, with respect to each
Serviced
Loan Group the segregated account or
accounts created and maintained by the
Special Servicer pursuant to Section 3.17
on behalf of the Certificateholders
and the related Companion Noteholders,
which shall be entitled "LNR Partners,
Inc., as Special Servicer, in trust for
LaSalle Bank National Association, as
Trustee, for the registered holders of
Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through
Certificates, Series 2005-GG5, and for
[NAMES OF COMPANION LOAN NOTEHOLDERS], as
their interests may appear."
"Loan Group REO Property" shall mean the Loan Group Mortgaged
Property, if such Mortgaged Property
becomes an REO Property hereunder.
"Loan Group Servicing Reports" shall mean, with respect to any
Serviced Loan Group, each of the CMSA
Delinquent Loan Status Report, CMSA
Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Historical
Liquidation Report, CMSA REO Status Report,
Loan Payoff Notification Report,
CMSA Loan Periodic Update File, CMSA
Property File, CMSA Loan Level Reserve/LOC
Report, CMSA Financial File, CMSA Loan
Setup File, CMSA Servicer Watch List,
CMSA Operating Statement Analysis Report,
CMSA NOI Adjustment Worksheet and CMSA
Comparative Financial Status Report.
"Loan Group Trust Mortgage Loan" shall mean, with respect to
any
Loan Group, the portion of such Loan Group
that is a Mortgage Loan in the Trust.
"Loan Payoff Notification Report" shall mean a report
containing
substantially the information described in
Exhibit E attached hereto, and
setting forth for each Serviced Loan as to
which written notice of anticipated
payoff has been received by the Master
Servicer as of the Determination Date
preceding the delivery of such report,
among other things, the mortgage loan
number, the property name, the ending
scheduled loan balance for the Collection
Period ending on such Determination Date,
the expected date of payment, the
expected related Distribution Date and the
estimated amount of the Yield
Maintenance Charge or Prepayment Premium
due (if any).
"Lockout Period" shall mean, with respect to any 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 Reimbursement Amount" shall mean:
(a) with respect to any Class of Principal Balance Certificates,
for
any
Distribution Date, the total amount of all Unfunded Principal
Balance
Reductions, if any, incurred by (but not reimbursed to) the Holders
of
such Class
of Certificates on all prior Distribution Dates, if any; and
(b) with respect to any Lower-Tier Regular Interest, for any
Distribution Date, the total amount of all Unfunded Principal
Balance
Reductions, if any, incurred by (but not reimbursed to) the
Lower-Tier
REMIC with
respect to such Lower-Tier Regular Interest on all prior
Distribution Dates, if any.
For purposes of this definition: (x) any increase in the Class
Principal Balance of any Class of Principal
Balance Certificates pursuant to
Section 4.05(a) shall constitute a
reimbursement to the Holders of such Class of
Principal Balance Certificates of any
related Unfunded Principal Balance
Reductions; and (y) any increase in the
Lower-Tier Interest Principal Balance of
any Lower-Tier Regular Interest pursuant to
Section 4.05(c) shall constitute a
reimbursement to the Lower-Tier REMIC with
respect to any related Unfunded
Principal Balance Reductions relating to
such Lower-Tier Regular Interest.
"Lower-Tier Distribution Account" shall mean the sub-account
deemed
to be a part of the Distribution Account
and maintained by the Trustee pursuant
to Section 3.04(b).
"Lower-Tier Distribution Amount" shall mean the aggregate of
amounts
distributable to the Uncertificated
Lower-Tier Interests pursuant to Section
4.01(i).
"Lower-Tier Interest Principal Reinstatement Amount" shall have
the
meaning assigned thereto pursuant to
Section 4.05(c).
"Lower-Tier REMIC" shall mean the segregated pool of assets
constituting the primary trust created
hereby and to be administered hereunder
with respect to which a separate REMIC
election is to be made, and consisting
of: (i) the Mortgage Loans (exclusive of
the Kalani Industrial Loan Exit Fee) as
from time to time are subject to this
Agreement and all payments under and
proceeds of such Mortgage Loans (exclusive
of the Kalani Industrial Loan Exit
Fee) received by the Trust after the
Closing Date, together with all documents
included in the related Mortgage Files;
(ii) any REO Properties as from time to
time are subject to this Agreement and all
income and proceeds therefrom (to the
extent not allocable to a Companion Loan)
and a beneficial interest in the
applicable portion of any "REO Property"
under the Lead PSA for the Non-Serviced
Trust Loans; and (iii) such funds or assets
as from time to time are deposited
in the Pool Custodial Account, each Loan
Group Custodial Account (to the extent
not related to the Companion Loans), the
Lower-Tier Distribution Account and, if
established, the Pool REO Account and each
Loan Group REO Account (to the extent
not related to the Companion Loans).
"Lynnhaven Mall Mortgage Loan" shall mean that certain Mortgage
Loan
(evidenced by two Mortgage Notes, which are
both assets of the Trust Fund)
secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as
Lynnhaven Mall.
"Maryland Multifamily Portfolio Loan Group" shall have the
meaning
assigned thereto in the Preliminary
Statement.
"Maryland Multifamily Portfolio Trust Loan" shall have the
meaning
assigned thereto in the Preliminary
Statement.
"Maryland Multifamily Portfolio Pari Passu Companion Loan"
shall
have the meaning assigned thereto in the
Preliminary Statement.
"Master Servicer" shall mean Wachovia Bank, National Association,
in
its capacity as master servicer hereunder,
or any successor master servicer
appointed as herein provided.
"Master Servicer Remittance Amount" shall mean, with respect to
any
Master Servicer Remittance Date, an amount
equal to: (a) the aggregate amount of
all payments and other collections on or
with respect to the Serviced Loans and
the Non-Serviced Trust Loans and any
related REO Properties (including with
respect to the Non-Serviced Trust Loans,
all payments remitted by the applicable
Lead Master Servicer) that (A) were
Received as of the close of business on the
immediately preceding Determination Date
(or in the case of the Non-Serviced
Trust Loans, as of 12:00 noon (New York
City time) on the Master Servicer
Remittance Date and (B) 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 Master
Servicer Remittance Date, including any
such payments and other collections
transferred to the Pool Custodial Account
from the Pool REO Account (if
established); 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) Monthly
Payments that are due on a Due Date
following the end of the related Collection
Period, (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 the date each
month,
commencing in December 2005, on which,
among other things, the Master Servicer
is required to (i) make P&I Advances
and (ii) transfer the Master Servicer
Remittance Amount and any Excess
Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately
preceding each Distribution Date.
"Master Servicing Fee" shall mean, with respect to each
Serviced
Loan and the Non-Serviced Trust Loans (and,
in each case, any successor REO Loan
with respect thereto), the fee designated
as such and payable to the Master
Servicer pursuant to Section 3.11(a). The
Master Servicing Fee includes any
servicing fees payable to any third-party
servicers that sub-service or primary
service the loans on behalf of the Master
Servicer and any Broker Strip Fees
payable to third party Brokers, but does
not include any primary servicing fee
payable with respect to a Non-Serviced
Trust Loan to the applicable Lead Master
Servicer under the applicable Lead PSA.
"Master Servicing Fee Rate" shall mean, with respect to each
Serviced Loan and the Non-Serviced Trust
Loans and any successor REO Loan, the
rate per annum specified as such on the
Mortgage Loan Schedule. With respect to
each Loan Group, the Master Servicing Fee
Rate for the related Mortgage Loan may
be different than the Master Servicing Fee
Rate for the related Companion Loan,
as more particularly set forth on the
Mortgage Loan Schedule.
"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).
"Modified
Loan" shall mean any Serviced Loan as to which any
Servicing Transfer Event has occurred and
which has been modified by the Special
Servicer pursuant to Section 3.21 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 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 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 Loan or materially
reduces
the likelihood of timely payment of amounts due thereon.
"Monthly Payment" shall mean, with respect to any Loan, as of
any
Due Date, the scheduled monthly debt
service payment on such 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 3.21), including any
Balloon Payment payable in respect of such
Loan on such Due Date; provided that
the Monthly Payment due in respect of any
Loan shall not include Default
Interest.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such
rating agency nor any successor remains
in existence, "Moody's" shall be deemed to
refer to such other nationally
recognized statistical rating agency or
other comparable Person designated by
the Depositor, notice of which designation
shall be given to the Trustee, the
Fiscal Agent, the Master Servicer and the
Special Servicer, and specific ratings
of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to
the equivalent ratings of the party so
designated.
"Mortgage" shall mean, with respect to any Loan, the mortgage,
deed
of trust, deed to secure debt or similar
instrument that secures the related
Mortgage Note and creates a lien on the
related Mortgaged Property.
"Mortgage File" shall mean:
(a) with respect to any Mortgage Loan and, in the case of any
Loan
Group, any
Companion Loan, the following documents collectively (which, in
the case
of a Loan Group, except for the Mortgage Note referred to in
clause (i)
and clause (vi) of this definition, relates to an entire Loan
Group):
(i) (A) the original executed Mortgage Note for such 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 Greenwich
Capital
Commercial Funding Corp., Commercial Mortgage Trust
2005-GG5, Commercial Mortgage Pass-Through Certificates, Series
2005-GG5" or in blank, and further showing a complete, unbroken
chain of endorsement from the originator or, in the case of the
Lynnhaven Mall Mortgage Loan, the originators (if such originator
is
not the 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
a Loan Group, a copy of the executed Mortgage Note for the
related
Companion Loan;
(ii) an original or 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 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 Greenwich
Capital
Commercial Funding Corp., Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5"
(or,
in each case, a copy thereof, certified to be the copy of such
assignment submitted for recording);
(v) an original or copy of the assignment of all unrecorded
documents relating to the Mortgage Loan, in favor of "LaSalle
Bank
National Association, as trustee for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust 2005-GG5, Commercial Mortgage Pass-Through Certificates,
Series 2005-GG5";
(vi) originals or copies of final written modification
agreements in those instances where the terms or provisions of
the
Mortgage Note for such Mortgage Loan (or, if applicable, either
Mortgage Note of a Loan Group) 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;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such
Mortgage
Loan (or, if such policy has not been 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);
(viii) filed copies (with evidence of filing) of any prior
effective UCC Financing Statements in favor of the originator
of
such Mortgage Loan or in favor of any assignee prior to the
Trustee
(but only to the extent the applicable Mortgage Loan Seller had
possession
of such UCC Financing Statements prior to the Closing
Date) and an original UCC-2 or UCC-3 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 Greenwich Capital Commercial Funding Corp.,
Commercial
Mortgage Trust 2005-GG5, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG5";
(ix) an original or copy of the related Ground Lease relating
to such Mortgage Loan, if any;
(x) an original or copy of the related loan agreement, if any;
(xi) an original of the related guaranty of payment under, or
an original of the letter of credit (which original shall be
delivered by the Trustee to the Master Servicer with a copy
retained) in connection with, such Mortgage Loan, if any;
(xii) an original or copy of the lock-box agreement or cash
management agreement relating to such Mortgage Loan, if any;
(xiii) an original or copy of the environmental indemnity from
the related Mortgagor, if any;
(xiv) an original or 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;
(xv) 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 (v)),
in
favor of "LaSalle Bank National Association, in its capacity as
trustee for the registered holders of Greenwich Capital
Commercial
Funding Corp., Commercial Mortgage Trust 2005-GG5, Commercial
Mortgage Pass-Through Certificates, Series 2005-GG5";
(xvi) in the case of a Loan Group, a copy of the related
Co-Lender Agreement;
(xvii) in the case of any Loan as to which there exists a
related mezzanine loan, the original or a copy of the related
intercreditor agreement;
(xviii) an original or copy of any related Environmental
Insurance Policy; and
(xix) with respect to hospitality properties, a signed copy of
the franchise
agreement (if any), franchisor comfort letter (if any)
and transfer documents for such comfort letter;
provided that whenever the term "Mortgage
File" is used to refer to documents
actually received by the Trustee or by a
Custodian on its behalf, such term
shall not be deemed to include such
documents required to be included therein
unless they are actually so received, and
with respect to any receipt or
certification by the Trustee or a Custodian
on its behalf for documents
described in clauses (a)(vi) and (a)(ix)
through (a)(xviii) 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; provided,
further, with respect to the Non-Serviced
Trust Loans, the preceding delivery
requirements with respect to clause (a)(i)
of this definition will be satisfied
by delivery of the original Mortgage Note
(and all intervening endorsements) and
with respect to clauses (a)(ii) through
(a)(xix) of this definition by delivery
by the applicable Mortgage Loan Seller of
copies of the "mortgage file"
delivered under the applicable Lead
PSA.
With respect to the Lynnhaven Mall Mortgage Loan, the delivery
of
the Mortgage File by either Commerzbank or
GSMC shall satisfy the delivery
requirements for both Commerzbank and
GSMC.
"Mortgage Loan" shall mean each of the mortgage loans listed on
the
Mortgage Loan Schedule and from time to
time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes
the related Mortgage Note(s), Mortgage
and other security documents contained in
the related Mortgage File or otherwise
held on behalf of the Trust. The term
"Mortgage Loan" includes the "Loan Group
Trust Mortgage Loan" portion of each Loan
Group, but does not include any
Companion Loans.
"Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan
Purchase Agreement dated as of November 3,
2005 and entered into by and between
the Depositor and the applicable Mortgage
Loan Seller.
"Mortgage Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the
Trustee as part of the Trust Fund,
attached hereto as Schedule I (and also
delivered to the Trustee and the Master
Servicer in a computer readable format).
Such list shall set forth the following
information with respect to each Mortgage
Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip code)
and name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Monthly Payment due on the first Due
Date following the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the Interest Accrual Basis;
(ix) the (A) Administrative Cost Rate, and (B) Master
Servicing Fee Rate (separately identifying any primary servicing
fee
rate or subservicing fee rate included in the Master Servicing
Fee
Rate, and in the case of each Loan Group, separately identifying
the
Master Servicing Fee Rate applicable to each Loan in such Loan
Group);
(x) whether the Mortgage Loan is secured by a Ground Lease;
(xi) the Mortgage Loan Seller(s);
(xii) the originator (or in the case of the Lynnhaven Mall
Mortgage Loan, the originators);
(xiii) whether the related Mortgage Loan is a Defeasance Loan;
(xiv) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and the Cross-Collateralized Group to which it
belongs;
(xv) whether there is a letter of credit in place for the
related Mortgage Loan; and
(xvi) whether such Mortgage Loan is part of a Serviced Loan
Group, in which case the information required by clauses (iii),
(iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be set
forth
for the Companion Loan in such Loan Group.
"Mortgage Loan Sellers" shall mean each of Greenwich Capital
Financial Products, Inc., GSMC and
Commerzbank.
"Mortgage Note" shall mean the original executed note or notes
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 or notes.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loan. The Mortgage
Pool does not include any Companion
Loan or any related REO Loan.
"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
Loans as of the end of the related
Collection Period, which report shall contain
substantially the categories of information
regarding the Loans set forth on
Annex A 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 annex 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 Premium or
Yield Maintenance Charge received.
"Mortgage Rate" shall mean, with respect to each Loan (and any
successor REO Loan with respect thereto),
the related annualized rate at which
interest is scheduled (in the absence of a
default) to accrue on such Loan from
time to time in accordance with the related
Mortgage Note and applicable law, as
such rate may be modified in accordance
with Section 3.21 or in connection with
a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor.
Notwithstanding the foregoing, if any
Mortgage Loan does not accrue interest on
the basis of a 360-day year consisting of
twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates,
the Mortgage Rate of such Mortgage
Loan for any one-month period preceding a
related Due Date shall be the
annualized rate at which interest would
have to accrue in respect of such
Mortgage Loan on the basis of a 360-day
year consisting of twelve 30-day months
in order to produce the aggregate amount of
interest actually accrued (exclusive
of Default Interest) in respect of such
Mortgage Loan during such one-month
period at the related Mortgage Rate;
provided, however, that with respect to any
Interest Reserve Mortgage Loan, the
Mortgage Rate for (A) the one month period
preceding the Due Dates that occur in
January and February in any year that is
not a leap year or the one month period
preceding the Due Date that occurs in
February in any year that is a leap year
will be determined exclusive of the
Interest Reserve Amount withheld from that
month, and (B) the one month period
preceding the Due Date in March will be
determined inclusive of the amounts
withheld from the immediately preceding
February and, if applicable, January.
"Mortgaged Property" shall mean the real property (together with
all
improvements and fixtures thereon) subject
to the lien of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context may require, the obligor or
obligors under a Loan, including any Person
that has not signed the related Mortgage
Note but owns an interest in the
related Mortgaged Property, which interest
has been encumbered to secure such
Loan.
"Mortgagor Affiliate Holder" shall mean any Companion Loan
Noteholder or Certificateholder that is a
Mortgagor or an Affiliate of the
Mortgagor (including any Companion Loan
Noteholder, its Affiliate, a
Certificateholder or its Affiliate, in each
case, that was a lender of the
Mortgagor and has foreclosed on the equity
interests in the Mortgagor or any
Companion Loan Noteholder or
Certificateholder that acquires, directly or
through an Affiliate, a direct equity
interest in the Mortgaged Property).
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date and any
Serviced Loan, the amount, if any, by
which (a) the aggregate of all Prepayment
Interest Shortfalls incurred in
connection with the receipt of Principal
Prepayments and/or, insofar as they
result from the application of Insurance
Proceeds and/or Condemnation Proceeds,
other early recoveries of principal
Received on such Mortgage Loans (including
Specially Serviced Loans) during the
related Collection Period, exceeds (b) the
aggregate amount deposited by the Master
Servicer in the Distribution Account
for such Distribution Date pursuant to
Section 3.20(a) in connection with such
Prepayment Interest Shortfalls.
"Net Default Charges" shall have the meaning assigned thereto
in
Section 3.27(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any Collection Period, the
amount, if any, by which the aggregate of
all interest and other income realized
during such Collection 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 Collection 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 Collection Period, the
amount by which the aggregate of all
losses, if any, incurred during such
Collection 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 Collection
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 Loan or REO
Property, over the amount of all
Liquidation Expenses incurred with respect
thereto.
"Net Mortgage Rate" shall mean with respect to any Mortgage Loan
or
REO Loan, as of any date of determination,
a rate per annum equal to the related
Mortgage Rate then in effect, minus the
Administrative Cost Rate; provided,
however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage
Rate for any Mortgage Loan will be
determined without regard to any
modification, waiver or amendment of the
terms of such Mortgage Loan, whether
agreed to by the Master Servicer or Special
Servicer or resulting from a
bankruptcy, insolvency or similar
proceeding involving the Mortgagor.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration Received with respect to any
Mortgage Loan or REO Mortgage Loan,
net of any Workout Fee or Liquidation Fee
payable therefrom.
"New Lease" shall mean any lease of 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 any Serviced Loan Group,
the related Companion Loan Noteholder, if
the Trust has the right to renegotiate
the terms of such lease.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance
or Nonrecoverable Servicing Advance.
Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only
when the Person making such
determination in accordance with the
procedures specified in the definition of
Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as applicable,
and taking into account factors such as all
other outstanding Advances, either
(a) has determined that such
Workout-Delayed Reimbursement Amounts, would not
ultimately be recoverable from Late
Collections or any other recovery on or in
respect of the related Mortgage Loan or
Loan Group or REO Loans, or (b) has
determined that such Workout-Delayed
Reimbursement Amount, along with any other
Workout-Delayed Reimbursement Amounts (that
have not been reimbursed to the
party that made such Advance) or
unreimbursed Nonrecoverable Advances, would not
be ultimately recoverable from the
principal portion of future general
collections on the Mortgage Loans and REO
Properties. Any determination as to
whether an Advance is or, if made, would be
a Nonrecoverable Advance, if made by
the Master Servicer or the Special Servicer
shall be made in accordance with the
Servicing Standard and if made by the
Trustee or the Fiscal Agent shall be made
in such party's reasonable, good faith
judgment.
"Nonrecoverable P&I Advance" shall mean with respect to any
Mortgage
Loan, any P&I Advance previously made
or proposed to be made in respect of such
Loan or a related REO Loan by the Master
Servicer, the Trustee or the Fiscal
Agent, which P&I Advance such party or
the Special Servicer has determined 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 Mortgage Loan, Loan Group
or REO Loan, as the case may be. Any
determination as to whether a P&I
Advance is or, if made, would be a
Nonrecoverable P&I Advance, if made by
the Master Servicer or the Special
Servicer shall be made in accordance with
the Servicing Standard and if made by
the Trustee or the Fiscal Agent shall be
made in such party's reasonable, good
faith judgment.
"Nonrecoverable Servicing Advance" shall mean any Servicing
Advance
previously made or proposed to be made in
respect of a Loan or REO Property by
the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent, or
in the case of the Wells Fargo Center Trust
Loan, made by the 2005-GG4 Master
Servicer, the 2005-GG4 Special Servicer or
the 2005-GG4 Trustee, or in the case
of the San Francisco Centre Trust Loan,
made by the 2005-C20 Master Servicer,
the 2005-C20 Special Servicer, the 2005-C20
Trustee or the 2005-C20 Fiscal
Agent, which Servicing Advance such party
has determined will not be ultimately
recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds, or any other recovery
on or in respect of such Loan or REO
Property, as the case may be. Any Servicing
Advance that is (i) not required to
be repaid by the related Mortgagor under
the terms of the related Mortgage Loan
documents or (ii) cannot be collected from
the Mortgagor under applicable law
shall be deemed to be a Nonrecoverable
Advance for purposes of the Master
Servicer's, the Special Servicer's, the
Trustee's or the Fiscal Agent's
entitlement to reimbursement for such
Advance. Any determination as to whether a
Servicing Advance is or, if made, would be
a Nonrecoverable Servicing Advance,
if made by the Master Servicer or the
Special Servicer shall be made in
accordance with the Servicing Standard and
if made by the Trustee or the Fiscal
Agent shall be made in such party's
reasonable, good faith judgment.
"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 XP, Class XC, Class XK,
Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class
O, Class P, Class R-I and Class R-II
Certificates are Non-Registered
Certificates.
"Non-Serviced Companion Loan" shall mean each of (i) the Wells
Fargo
Center Pari Passu Companion Loans and, (ii)
the San Francisco Centre Pari Passu
Companion Loans.
"Non-Serviced Loan Group" shall mean, individually or
collectively,
as applicable, (i) the Wells Fargo Center
Loan Group and, (ii) the San Francisco
Centre Loan Group.
"Non-Serviced Trust Loan" shall mean each of (i) the Wells
Fargo
Center Trust Loan and, (ii) the San
Francisco Centre Trust Loan.
"Non-United States Tax Person" shall mean any Person other than
a
United States Tax Person.
"Notional
Amount" means, as of any date of determination: (i) with
respect to all of the Class XP or Class XC
Certificates as a Class, Class XP
Notional Amount or Class XC Notional
Amount, as applicable, as of such date of
determination; and (ii) with respect to any
Class XP or Class XC Certificate,
the product of the Percentage Interest
evidenced by such Certificate and the
Class XP Notional Amount or Class XC
Notional Amount, as applicable, as of such
date of determination.
"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
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 the Lower-Tier REMIC or
the Upper-Tier REMIC as a REMIC, (b)
compliance with the REMIC Provisions, (c)
qualification of the Grantor Trust as a
grantor trust, (d) compliance with the
Grantor Trust Provisions, (e) whether any
act or event would cause an Adverse
REMIC Event or Adverse Grantor Trust Event,
or (f) 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 Lower-Tier Principal Amount" shall mean the amount
set
forth under the column bearing such title
in the table in the Preliminary
Statement hereto.
"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.
"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 Mortgage Loan or a related
REO
Loan, any advance made by the Master
Servicer, the Trustee or the Fiscal Agent
pursuant to Section 4.03 or Section 4.03A,
as applicable.
"Pari Passu Companion Loan" shall have the meaning assigned
thereto
in the Preliminary Statement.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates for any Interest
Accrual
Period, 4.79100% per annum;
(b) with respect to the Class A-2 Certificates for any Interest
Accrual
Period, 5.11700% per annum;
(c) with respect to the Class A-3 Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.22700% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period;
(d) with respect to the Class A-4-1 Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.24300% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period;
(e) with respect to the Class A-4-2 Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.24600% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period;
(f) with respect to the Class A-AB Certificates for any
Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.19000% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period
(g) with respect to the Class A-5 Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.22400% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period;
(h) with respect to the Class A-M Certificates for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) 5.27700% per
annum and
(ii) the Weighted Average Net Mortgage Rate for such Interest
Accrual
Period;
(i) with respect to the Class A-J Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period minus 0.068%;
(j) with respect to the Class B Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(k) with respect to the Class C Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(l) with respect to the Class D Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(m) with respect to the Class E Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(n) with respect to the Class F Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(o) with respect to the Class G Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(p) with respect to the Class H Certificates for any Interest
Accrual
Period, an annual rate equal to the Weighted Average Net
Mortgage
Rate for
such Interest Accrual Period;
(q) with respect to each of the Class J, Class K, Class L, Class
M,
Class N,
Class O and Class P Certificates for any Interest Accrual
Period,
an annual
rate equal to the lesser of (i) 4.94900% per annum and (ii) the
Weighted
Average Net Mortgage Rate for such Interest Accrual Period;
(r) with respect to the Class XC Certificates for any Interest
Accrual
Period, an annual rate equal to the weighted average of the
Class
XC Strip
Rates for the Components for such Distribution Date (weighted
on
the basis
of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date); and
(s) with respect to
the Class XP Certificates for any Interest
Accrual
Period, an annual rate equal to the weighted average of the
Class
XP Strip
Rates for the respective Class XP Components for such
Distribution Date (weighted on the basis of the respective
Component
Notional
Amounts of such Components outstanding immediately prior to
such
Distribution Date).
"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 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 initial Notional
Amount, as the case may be, of the relevant
Class; and (b) with respect to
Residual Interest Certificate or a Class XK
Certificate, the percentage interest
in distributions to be made with respect to
the relevant Class, as stated on the
face of such Certificate.
"Performance Certification" shall have the meaning assigned to
such
term in Section 8.15(d).
"Performing Party" shall have the meaning assigned to such term
in
Section 8.15(d).
"Performing Serviced Loan" shall mean any Serviced Loan as to
which
a Servicing Transfer Event has never
occurred and any Corrected Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto
in
Section 2.04(b)(viii).
"Permitted Investments" shall mean any one or more of the
following
obligations or securities (including
obligations or securities of the Trustee if
otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof (having original maturities
of
not more than 365 days), provided 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 of
S&P
and Moody's (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 Companion Loan Securities, 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 of S&P and Moody's (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 Companion Loan
Securities,
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 of S&P and Moody's (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 Companion
Loan
Securities, 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 of S&P and Moody's (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
Companion Loan Securities, 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 be
provided in writing by each Rating Agency to the Master
Servicer,
the Special Servicer and the Trustee, and (B) 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.
"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 either
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 United States Tax
Person with respect to whom interest is
attributable to 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 such Person or any
other 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 each REMIC Pool, the
Holder of Certificates entitled to the
largest percentage of the Voting Rights
allocated to the related Class of
Residual Interest Certificates.
"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 "Wachovia Bank, National
Association, as Master Servicer, on
behalf of LaSalle Bank National
Association, as Trustee, in trust for the
registered holders of Greenwich Capital
Commercial Funding Corp., Commercial
Mortgage Trust 2005-GG5, Commercial
Mortgage Pass-Through Certificates, Series
2005-GG5."
"Pool REO Account" shall mean the segregated account or
accounts
created and maintained by the Special
Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the
Certificateholders, which shall be
entitled "LNR Partners, Inc., as Special
Servicer, on behalf of LaSalle Bank
National Association, as Trustee, in trust
for the registered holders of
Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through
Certificates, Series 2005-GG5."
"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.
"Prepayment Consideration" shall mean any Prepayment Premium or
Yield Maintenance Charge.
"Prepayment Consideration Entitlement" shall mean, with respect
to
(i) any Distribution Date on which any Net
Prepayment Consideration Received on
any Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) is
distributable and (ii) each of the Class
A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class
A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G and
Class H Certificates entitled to
distributions of principal on such
Distribution Date, an amount equal to the
product of (a) such Net Prepayment
Consideration, multiplied by (b) 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 Principal Balance
Certificates over the relevant Discount
Rate, and the denominator of which is
equal to the excess, if any, of the
Mortgage Rate for such Mortgage Loan (or REO
Mortgage Loan) over the relevant Discount
Rate.
"Prepayment Interest Excess" shall mean with respect to any
Serviced
Loan and the Non-Serviced Trust Loans that
were 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 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 Premium
or Yield Maintenance Charge that may
have been collected).
"Prepaymen
