EXHIBIT 4.1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
LENNAR PARTNERS, INC.,
Special Servicer
WELLS FARGO BANK, N.A.,
Trustee
and
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
$1,510,367,836
Commercial Mortgage Pass-Through Certificates
Series 2005-C1
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined
Terms................................................
Section 1.02 General Interpretive
Principles..............................
Section 1.03 Certain Calculations in Respect of
the Mortgage Loans........
Section 1.04 Crossed Trust Mortgage
Loans.................................
Section 1.05 Certain Adjustments to the
Principal Distributions on the
Certificates.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Original Trust
Mortgage Loans..................
Section 2.02 Acceptance by
Trustee........................................
Section 2.03 Representations, Warranties and
Covenants of the
Depositor; Repurchase and Substitution of Trust Mortgage
Loans by the Mortgage Loan Sellers for Defects in
Mortgage Files and Breaches of Representations and
Warranties..................................................
Section 2.04 Issuance of Uncertificated REMIC I
Interests; Execution
of Certificates.............................................
Section 2.05 Acceptance of Grantor Trusts;
Issuance of the Class V and
Class LR Certificates.......................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act as Master
Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans..........................................
Section 3.02 Collection of Mortgage Loan
Payments.........................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts..........................................
Section 3.04 The Collection Account,
Distribution Account, Grantor
Trust Distribution Account, Excess Liquidation Proceeds
Account and Mortgage Loan Combination Custodial Accounts....
Section 3.05 Permitted Withdrawals from the
Collection Account and the
Distribution Account........................................
Section 3.06 Investment of Funds in the
Collection Account, Mortgage
Loan Combination Custodial Accounts, Servicing Accounts,
Cash Collateral Accounts, Lock-Box Accounts, Interest
Reserve Account, REMIC I Distribution Account, REMIC II
Distribution Account, Excess Liquidation Proceeds
Account, Grantor Trust Distribution Account and the REO
Account.....................................................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Due-on-Sale and
Due-on-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions;
Other Provisions............................................
Section 3.09 Realization Upon Defaulted
Mortgage Loans....................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Reports to the
Trustee.......................................
Section 3.13 Annual Statement as to
Compliance............................
Section 3.14 Reports by Independent Public
Accountants....................
Section 3.15 Access to Certain
Information................................
Section 3.16 Title to REO Property; REO
Account...........................
Section 3.17 Management of REO
Property...................................
Section 3.18 Fair Value Purchase Option; Sale
of REO Properties...........
Section 3.19 Additional Obligations of the
Master Servicer and Special
Servicer; Inspections; Appraisals...........................
Section 3.20 Modifications, Waivers, Amendments
and Consents..............
Section 3.21 Transfer of Servicing Between
Master Servicer and Special
Servicer; Record Keeping; Series 2005-C1 Directing
Certificateholder...........................................
Section 3.22 Sub-Servicing
Agreements.....................................
Section 3.23 Representations, Warranties and
Covenants of the Master
Servicer....................................................
Section 3.24 Representations, Warranties and
Covenants of the Special
Servicer....................................................
Section 3.25 Limitation on Liability of the
Series 2005-C1 Directing
Certificateholder...........................................
Section 3.26 Filings with the Securities and
Exchange Commission..........
Section 3.27 Lock-Box Accounts, Cash Collateral
Accounts and Servicing
Accounts....................................................
Section 3.28 Interest Reserve
Account.....................................
Section 3.29 Limitations on and Authorizations
of the Master Servicer
and Special Servicer with Respect to Certain Mortgage
Loans and Certain Litigation................................
Section 3.30 Master Servicer and Special
Servicer May Own Certificates....
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02 Statements to Certificateholders;
Certain Other Reports......
Section 4.03 P&I
Advances.................................................
Section 4.04 Allocation of Realized Losses and
Additional Trust Fund
Expenses....................................................
Section 4.05
Calculations.................................................
Section 4.06 Grantor Trust
Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
Section 5.06 Certification by
Certificateholders and Certificate Owners...
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the
Master Servicer and the
Special Servicer............................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the
Master Servicer or the Special Servicer.....................
Section 6.03 Limitation on Liability of the
Trustee, the Depositor,
the Master Servicer, the Special Servicer and Others........
Section 6.04 Master Servicer and Special
Servicer Not to Resign...........
Section 6.05 Rights of the Depositor in Respect
of the Master Servicer
and the Special Servicer....................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer
and Special Servicer
Termination.................................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Trustee
Advances.............................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain Matters Affecting the
Trustee........................
Section 8.03 Trustee Not Liable for Validity or
Sufficiency of
Certificates or Trust Mortgage Loans........................
Section 8.04 Trustee 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 the
Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or Consolidation of
Trustee...........................
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Access to Certain
Information................................
Section 8.12 Appointment of
Custodians....................................
Section 8.13 Representations, Warranties and
Covenants of the Trustee.....
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or
Liquidation of All Trust
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 Tax
Administration...........................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders and B Loan
Holders.....................................................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Grant of a Security
Interest.................................
Section 11.08 Successors and Assigns;
Beneficiaries........................
Section 11.09 Article and Section
Headings.................................
Section 11.10 Notices to Rating
Agencies...................................
<PAGE>
EXHIBITS
A-1
Form of Class A-X and Class A-SP Certificates A-2 Form of Class
A-1,
Class
A-2,
Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C
and
Class D Certificates
A-3
Form of Class E, Class F, Class G, Class H, Class J, Class K,
Class
L, Class M, Class N, Class O and Class P Certificates
A-4
Form of Class V Certificates
A-5
Form of Class R and Class LR Certificates
B-1
Schedule of Column Trust Mortgage Loans
B-2
Schedule of GMACCM Trust Mortgage Loans
C-1
List of Additional Collateral Trust Mortgage Loans
C-2
List of Mezzanine Loans
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Form of Trustee Report
F-1A Form I of Transferor
Certificate for Transfers of Non-Registered
Certificates
F-1B Form
II of Transferor Certificate for Transfers of Non-Registered
Certificates
F-1C Form
I of Transferor Certificate for Transfers of Interests in
Global Certificates for Classes of Non-Registered Certificates
F-1D Form
II of Transferor Certificate for Transfers of Interests in
Global Certificates for Classes of Non-Registered Certificates
F-2A Form
I of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
F-2B Form
II of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
F-2C Form
I of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
F-2D Form
II of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
G-1
Form of Transferee Certificate in Connection with ERISA
(Non-Registered Certificates and Non-Investment Grade
Certificates
Held in Fully-Registered, Certificated Form)
G-2
Form of Transferee Certificate in Connection with ERISA
(Non-Registered Certificates Held in Book-Entry Form)
H-1
Form of Residual Transfer Affidavit and Agreement for Transfers
of
Class R and Class LR Certificates
H-2
Form of Transferor Certificate for Transfers of Class R and Class
LR
Certificates
I
Form of Acknowledgement of Proposed Special Servicer
J
Form of Affidavit of Lost Note
K
Reserved
L
Schedule of Reference Rates
M-1
Form of Trustee Certification
M-2
Form of Master Servicer Certification
M-3
Form of Special Servicer Certification
N
Schedule of Designated Sub-Servicers
O
Form of Custodial Certification
P
Trust Mortgage Loans Covered by Environmental Insurance Policy
Q
Reserved
R
Reserved
S-1
Form of Information Request from Certificateholder or
Certificate
Owner
S-2
Form of Information Request from Prospective Investor
T
Class A-AB Targeted Principal Balance Table
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), is
dated
and effective as of March 1, 2005, among
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, GMAC
COMMERCIAL MORTGAGE CORPORATION, as Master
Servicer, LENNAR PARTNERS, INC., as Special
Servicer and WELLS FARGO BANK, N.A.,
as Trustee.
PRELIMINARY STATEMENT:
Column Financial, Inc. (together with its successors in
interest,
"Column") has sold to Credit Suisse First
Boston Mortgage Securities Corp.
(together with its successors in interest,
the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as
of March 1, 2005 (as such may from
time to time hereafter be amended,
modified, supplemented and/or restated, the
"Column Mortgage Loan Purchase Agreement"),
between Column as seller and the
Depositor as purchaser, those mortgage
loans initially identified on the
schedule attached hereto as Exhibit B-1
(such mortgage loans, the "Original
Column Trust Mortgage Loans").
GMAC Commercial Mortgage Corporation (together with its
successors
in interest, "GMACCM") has sold to the
Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of March 1,
2005 (as such may from time to time
hereafter be amended, modified,
supplemented and/or restated, the "GMACCM
Mortgage Loan Purchase Agreement"), between
GMACCM as seller and the Depositor
as purchaser, those mortgage loans
initially identified on the schedule attached
hereto as Exhibit B-2 (such mortgage loans,
the "Original GMACCM Trust Mortgage
Loans").
The Depositor desires, among other things, to: (i) establish a
trust
fund, consisting primarily of the Original
Column Trust Mortgage Loans and the
Original GMACCM Trust Mortgage Loans
(collectively, the "Original Trust Mortgage
Loans") and certain related rights, funds
and property; (ii) cause the issuance
of a series of mortgage pass-through
certificates in multiple classes, which
certificates will, in the aggregate,
evidence the entire beneficial ownership
interest in such trust fund; and (iii)
provide for the servicing and
administration of the mortgage loans,
including the Original Trust Mortgage
Loans, and the other assets that from time
to time constitute part of such trust
fund.
Wells Fargo Bank, N.A. (together with its successors in
interest,
"Wells Fargo") desires to act as "Trustee"
hereunder; GMACCM desires to act as
"Master Servicer" hereunder; and Lennar
Partners, Inc. (together with its
successors in interest, "Lennar") desires
to act as "Special Servicer"
hereunder.
As provided herein, the Trustee shall elect or shall cause an
election to be made that each of REMIC I,
REMIC II and the JFK Medical Pavilion
II Loan REMIC (each as defined herein) be
treated for federal income tax
purposes as a "real estate mortgage
investment conduit" (a "REMIC"). The Excess
Interest, the JFK Medical Pavilion II Loan
REMIC Residual Interest and the
Grantor Trust Distribution Account shall
not be assets of any REMIC but shall be
treated as assets of a grantor trust under
subpart E, Part I of subchapter J of
the Code. The Class V Certificates will
represent undivided beneficial interests
in the portion of the Trust Fund consisting
of the Excess Interest and the
related proceeds thereof in the Grantor
Trust Distribution Account. The Class LR
Certificates will represent undivided
beneficial interests in the portion of the
Trust Fund consisting of the JFK Medical
Pavilion II Loan REMIC Residual
Interest and the related proceeds thereof
in the Grantor Trust Distribution
Account. Additionally, the Trust shall not
include any B Loan, any interest of
any B Loan Holder or any interest of any B
Loan Holder in any Mortgage Loan
Combination Custodial Account.
As
provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of
assets consisting of the Uncertificated
REMIC I Interests and the proceeds thereof
as a REMIC for federal income tax
purposes, and such segregated pool of
assets will be designated as "REMIC II."
The Class A-1, Class A-2, Class A-AB, Class
A-3, Class A-4, Class A-X, Class
A-SP, 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
will evidence "regular interests" in REMIC
II created hereunder. The Class R
Certificates will evidence the sole Class
of "residual interests" in REMIC II.
The following table sets forth the
designation, the initial pass-through rate
(the "Pass-Through Rate"), the aggregate
initial principal amount (the "Original
Certificate Balance") or notional balance
("Original Notional Balance"), as
applicable, and the initial ratings given
each Class (as indicated below) by the
Rating Agencies (as defined herein) for
each Class of certificates comprising
the interests in REMIC II created
hereunder:
REMIC II
<TABLE>
<CAPTION>
Original Certificate
Balance (or, in the case of
the Class A-X or A-SP
Initial Pass-
Certificates, Original
Initial Ratings(1)
Class Designation Through Rate
Notional
Balance)
Fitch/Moody's
----------------- -------------
---------------------------
------------------
<S>
<C>
<C>
<C>
Class A-1
4.3460%
$113,741,000
AAA/Aaa
Class A-2
4.6090%
$125,500,000
AAA/Aaa
Class A-AB
4.8150%
$113,100,000
AAA/Aaa
Class A-3
4.8130%
$181,606,000
AAA/Aaa
Class A-4
5.0140%(2)
$674,347,000
AAA/Aaa
Class A-X
0.0614%(3)
$1,510,367,836(4)
AAA/Aaa
Class A-SP
0.5846%(5)
$1,426,004,000(4)
AAA/Aaa
Class A-J
5.0750%(6)
$92,510,000
AAA/Aaa
Class B
5.1240%(7)
$43,423,000
AA/Aa2
Class C
5.1440%(8)
$13,216,000
AA-/Aa3
Class D
5.2030%(9)
$24,543,000
A/A2
Class E
5.2920%(10)
$18,880,000
A-/A3
Class F
4.8210%
$20,767,000
BBB+/Baa1
Class G
4.9650%(11)
$15,104,000
BBB/Baa2
Class H
5.4460%(12)
$18,880,000
BBB-/Baa3
Class J
4.8550%(13)
$5,663,000
BB+/Ba1
Class K
4.8550%(13)
$5,664,000
BB/Ba2
Class L
4.8550%(13)
$5,664,000
BB-/Ba3
Class M
4.8550%(13)
$5,664,000
B+/B1
Class N
4.8550%(13)
$5,664,000
B/B2
Class O
4.8550%(13)
$3,776,000
B-/B3
Class P
4.8550%(13)
$22,655,836
NR/NR
Class R
None
None(14)
NR/NR
</TABLE>
------------
(1) The Certificates marked "NR"
have not been rated by the applicable Rating
Agency.
(2) The lesser of 5.0140% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(3) The Class A-X Pass-Through
Rate, as defined herein.
(4) Original Notional Balance.
The Class A-X and Class A-SP Certificates will
not have a
Certificate Balance and will not be entitled to receive
distributions of principal.
(5) The Class A-SP Pass-Through
Rate, as defined herein.
(6) The lesser of 5.0750% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(7) The lesser of 5.1240% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(8) The lesser of 5.1440% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(9) The lesser of 5.2030% and
the Weighted Average Net Mortgage Pass-Through
Rate.
.
(10) The lesser of 5.2920% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(11) The lesser of 4.9650% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(12) The lesser of 5.4460% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(13) The lesser of 4.8550% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(14) The Class R Certificates will not
have a Certificate Balance or Notional
Balance,
will not bear interest and will not be entitled to
distributions
of Yield
Maintenance Charges. Any Available Distribution Amount
remaining
in the
REMIC II Distribution Account after all required distributions
under this
Agreement have been made to each other Class of Certificates
will be
distributed to the Holders of the Class R Certificates.
REMIC I
As provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of
assets consisting of the Trust Mortgage
Loans (exclusive of Excess Interest, the
JFK Medical Pavilion II Loan REMIC
Residual Interest and the Grantor Trust
Distribution Account and the JFK Medical
Pavilion II Loan) and the JFK Medical
Pavilion II Loan REMIC Regular Interest
and certain other related assets subject to
this Agreement as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC I." The Class LA-1-1,
Class LA-1-2, Class LA-1-3, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-3-1, Class LA-3-2, Class LA-AB-1,
Class LA-AB-2, Class LA-4-1, Class LA-4-2,
Class LA-J, Class LB, Class LC-1,
Class LC-2, Class LD-1, Class LD-2, Class
LE-1, Class LE-2, Class LF, Class
LG-1, Class LG-2, Class LH, Class LJ, Class
LK, Class LL, Class LM, Class LN,
Class LO and Class LP Uncertificated
Interests will evidence "regular interests"
in REMIC I (the "Uncertificated REMIC I
Interests") created hereunder. The Class
LR Certificates will evidence the sole
Class of "residual interests" in REMIC I.
The following table sets forth, for each Class of Sequential
Pay
Certificates (the "Corresponding
Certificates"), the corresponding
Uncertificated REMIC I Interest or
Interests (the "Corresponding Uncertificated
REMIC I Interests"), the corresponding
Component or Components of the Class A-X
and A-SP Certificates (the "Corresponding
Components") and the Original REMIC I
Principal Amount for each Class of
Uncertificated REMIC I Interests.
<TABLE>
<CAPTION>
Corresponding
Corresponding
Uncertificated
Components of Class
Corresponding
REMIC I
Original REMIC I
A-X and A-SP
Certificates
Interests(1)(2)
Principal Amount
Certificates(1)
--------------
-------------------
---------------------
----------------------
<S>
<C>
<C>
<C>
Class A-1
LA-1-1
$10,733,000
A-1-1
LA-1-2
$66,542,000
A-1-2
LA-1-3
$36,466,000
A-1-3
Class A-2
LA-2-1
$35,088,000
A-2-1
LA-2-2
$68,129,000
A-2-2
LA-2-3
$22,283,000
A-2-3
Class A-3
LA-3-1
$162,864,000
A-3-1
LA-3-2
$18,742,000
A-3-2
Class A-AB
LA-AB-1
$51,625,000
A-AB-1
LA-AB-2
$61,475,000
A-AB-2
Class A-4
LA-4-1
$110,460,000
A-4-1
LA-4-2
$563,887,000
A-4-2
Class A-J
LA-J
$92,510,000
A-J
Class B
LB
$43,423,000
B
Class C
LC-1
$871,000
C-1
LC-2
$12,345,000
C-2
Class D
LD-1
$6,014,000
D-1
LD-2
$18,529,000
D-2
Class E
LE-1
$2,308,000
E-1
LE-2
$16,572,000
E-2
Class F
LF
$20,767,000
F
Class G
LG-1
$12,629,000
G-1
LG-2
$2,475,000
G-2
Class H
LH
$18,880,000
H
Class J
LJ
$5,663,000
J
Class K
LK
$5,664,000
K
Class L
LL
$5,664,000
L
Class M
LM
$5,664,000
M
Class N
LN
$5,664,000
N
Class O
LO
$3,776,000
O
Class P
LP
$22,655,836
P
</TABLE>
------------
(1) The Uncertificated REMIC I
Interests and the Components of the Class A-X
and Class
A-SP Certificates that correspond to any particular Class of
Sequential
Pay Certificates also correspond to each other and,
accordingly, constitute the "Corresponding Uncertificated REMIC
I
Interests"
and the "Corresponding Components," respectively, with respect
to each
other.
(2) The interest rate of each of
the indicated Classes of Uncertificated REMIC
I
Interests is the Weighted Average Net Mortgage Pass-Through
Rate.
The Class LR Certificates will not have a Certificate Balance
or
Notional Balance, will not bear interest
and will not be entitled to
distributions of Yield Maintenance Charges.
Any Available Distribution Amount
remaining in the REMIC I Distribution
Account after distributing the REMIC I
Distribution Amount on each Distribution
Date shall be distributed to the
Holders of the Class LR Certificates.
JFK Medical Pavilion II Loan REMIC
As provided herein, the JFK Medical Pavilion II Loan will be
treated
as a separate REMIC for federal income tax
purposes pursuant to the REMIC
Declaration dated as of February 2, 2005
(the "REMIC Declaration"), and such
REMIC will be designated as the "JFK
Medical Pavilion II Loan REMIC." The JFK
Medical Pavilion II Loan REMIC Regular
Interest (as defined herein) will
evidence the "regular interest" in the JFK
Medical Pavilion II Loan REMIC and
will be held as an asset of REMIC I. The
sole class of "residual interests" in
the JFK Medical Pavilion II Loan REMIC
created under the REMIC Declaration will
be the JFK Medical Pavilion II Loan REMIC
Residual Interest and will be
evidenced by the Class LR Certificates.
The parties intend
that the portions of the Trust Fund representing
the Excess Interest, the JFK Medical
Pavilion II Loan REMIC Residual Interest
and the Grantor Trust Distribution Account
shall be treated as a grantor trust
under subpart E of Part 1 of subchapter J
of Chapter 1 of Subtitle A of the
Code, that the Class V Certificates shall
represent undivided beneficial
interests in the Excess Interest and the
related proceeds thereof in the Grantor
Trust Distribution Account and that the
Class LR Certificates shall represent
undivided beneficial interests in the JFK
Medical Pavilion II Loan REMIC
Residual Interest and the related proceeds
thereof in the Grantor Trust
Distribution Account.
As of the close of business on the Cut-off Date (as defined
herein),
the Trust Mortgage Loans had an aggregate
principal balance, after application
of all payments of principal due on or
before such date, whether or not
received, equal to $1,510,367,836.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined Terms
Whenever used in this Agreement the following words and
phrases,
unless the context otherwise requires,
shall have the meanings specified in this
Section 1.01, subject to modification in
accordance with Section 1.04.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day
months.
"30/360 Mortgage Loan": A Mortgage Loan that accrues interest on
a
30/360 Basis or any GMACCM Fixed Interest
Amount Loan during the related GMACCM
Fixed Interest Period.
"30/360 Trust Mortgage Loan": A Trust Mortgage Loan that is a
30/360
Mortgage Loan.
"A Loan": Each CBA A Loan, each of which is senior in right of
payment to the related B Loan(s), if any,
in accordance with the related
Intercreditor Agreement.
"Acceptable Insurance Default": With respect to any Mortgage
Loan,
any default under the related Mortgage 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 Borrower's failure to obtain
insurance that specifically covers acts of
terrorism, but only if the Special Servicer
has determined, in its reasonable
judgment, that (i) such insurance is not
available at commercially reasonable
rates and the subject hazards are not at
the time commonly insured against for
real properties similar to the subject
Mortgaged Property and located in and
around the region in which the subject
Mortgaged Property is located or (ii)
such insurance is not available at any
rate.
"Accountant's Statement": As defined in Section 3.14.
"Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular
Certificates, an amount equal to
interest for the related Interest Accrual
Period at the Pass-Through Rate
applicable to such Class of Certificates
for such Distribution Date, accrued on
the related Certificate Balance of such
Class (or, in the case of the Class A-X
and A-SP Certificates, on the Notional
Balance thereof) immediately prior to
such Distribution Date. The Accrued
Certificate Interest Amount for each such
Class shall be calculated on the basis of a
360-day year composed of twelve
30-day months.
"Accrued Component Interest": With respect to each Component of
the
Class A-X and Class A-SP Certificates for
any Distribution Date, one month's
interest at the Class A-X Strip Rate or
Class A-SP Strip Rate applicable to such
Component for such Distribution Date,
accrued on the Component Notional Amount
of such Component outstanding immediately
prior to such Distribution Date.
Accrued Component Interest shall be
calculated on the basis of a 360-day year
composed of twelve 30-day months and, with
respect to any Component and any
Distribution Date, shall be deemed to
accrue during the calendar month preceding
the month in which such Distribution Date
occurs.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to
be acquired on behalf of the Trust
Fund and REMIC I and, if applicable, the
related B Loan Holder, or with respect
to the JFK Medical Pavilion II Loan, the
JFK Medical Pavilion II Loan REMIC,
within the meaning of Treasury Regulations
Section 1.856-6(b)(1), which is the
first day on which REMIC I or the JFK
Medical Pavilion II Loan REMIC is treated
as the owner of the Trust Fund's interest
in such REO Property for federal
income tax purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during
any calendar month (or other
applicable recurring accrual period) in a
year assumed to consist of 360 days.
"Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest
on
an Actual/360 Basis or any GMACCM Fixed
Interest Amount Loan after the
expiration of the related GMACCM Fixed
Interest Period.
"Actual/360 Trust Mortgage Loan": A Trust Mortgage Loan that is
an
Actual/360 Mortgage Loan.
"Additional Collateral": With respect to each Additional
Collateral
Trust Mortgage Loan, the cash reserve or
irrevocable letter of credit partially
securing such Additional Collateral Trust
Mortgage Loan.
"Additional Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1
attached hereto.
"Additional Servicing Compensation": As defined in Section
3.11(a).
"Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees and Trustee Fees)
experienced with respect to the Trust Fund and
not otherwise included in the calculation
of a Realized Loss that would result
in the Holders of any Class of Certificates
receiving less than the total of
their Optimal Interest Distribution Amount
and Remaining Principal Distribution
Amount for any Distribution Date.
"Administrative Fee Rate": With respect to each Mortgage Loan
(and
any successor REO Mortgage Loan with
respect thereto), the sum of the Master
Servicing Fee Rate, if applicable, and the
Trustee Fee Rate.
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the
party hereto that made that Advance,
all in accordance with Section 3.03(d) or
Section 4.03(d), as applicable.
"Adverse Grantor Trust Event": Any impairment of the status of
the
Grantor Trust Pool as a Grantor Trust or
the imposition of a tax upon either the
Grantor Trust Pool or any of its assets or
transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that
has assigned a rating thereto, as of
any date of determination, the
qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated
Certificates by such Rating Agency
(or the placing of such Class of Rated
Certificates on "negative credit watch"
status in contemplation of any such action
with respect thereto).
"Adverse REMIC Event": Either (i) any impairment of the status
of
any REMIC Pool as a REMIC or (ii) except as
permitted by Section 3.17(a), the
imposition of a tax upon any REMIC Pool or
any of its assets or transactions
(including the tax on prohibited
transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions
set forth in Section 860G(d) of the
Code).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated
following the Closing Date.
"AICPA": As defined in Section 3.14.
"A.M. Best": A.M. Best Company or its successor in interest.
"Anticipated Repayment Date": With respect to any ARD Mortgage
Loan,
the date specified in the related Note, as
of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date
is prior to the Maturity Date for
such Mortgage Loan.
"Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss.
225.64 by an Appraiser selected by the
Master Servicer or Special Servicer, as
applicable.
"Appraisal Reduction Amount": For any Distribution Date and for
any
Mortgage Loan (and for any A Loan, subject
to the following paragraphs) as to
which an Appraisal Reduction Event has
occurred, an amount calculated monthly by
the Special Servicer as of (and reported to
the Master Servicer and the Trustee
no later than) the related Determination
Date equal to the excess, if any, of
(1) the Stated Principal Balance of the
subject Mortgage Loan over (2) the
excess, if any, of (i) the sum of (A) 90%
of the Appraised Value of the related
Mortgaged Property as determined (I) with
respect to any Mortgage Loan with an
outstanding principal balance equal to or
greater than $2,000,000, by an
Appraisal (or an update of a prior
Appraisal) (the costs of which shall be paid
by the Master Servicer as a Servicing
Advance) or (II) with respect to any
Mortgage Loan with an outstanding principal
balance less than $2,000,000, by an
Appraisal (or an update of a prior
Appraisal) (the costs of which shall be paid
by the Master Servicer as a Servicing
Advance) or an internal valuation
performed by the Special Servicer, plus (B)
any letter of credit, reserve,
escrow or similar amount held by the Master
Servicer which may be applied to
payments on the subject Mortgage Loan, over
(ii) the sum of (X) to the extent
not previously advanced by the Master
Servicer or the Trustee, all unpaid
interest on the subject Mortgage Loan at a
per annum rate equal to its Mortgage
Rate, (Y) all unreimbursed Advances in
respect of the subject Mortgage Loan,
together with interest thereon at the
Reimbursement Rate, and (Z) all currently
due and unpaid real estate taxes and
assessments, Insurance Policy premiums,
ground rents and all other amounts due and
unpaid with respect to the subject
Mortgage Loan (which taxes, assessments,
premiums, ground rents and other
amounts have not been subject to an Advance
by the Master Servicer or the
Trustee and/or for which funds have not
been escrowed); provided that, if
neither a required Appraisal has been
obtained nor an internal valuation is
completed within the period required under
Section 3.19(c) with respect to the
subject Mortgage Loan, then until such
Appraisal is obtained or such internal
valuation is completed, as the case may be,
in accordance with Section 3.19(c),
the subject Appraisal Reduction Amount
shall be equal to 25% of the Stated
Principal Balance of the subject Mortgage
Loan as of the date of the related
Appraisal Reduction Event; and provided,
further, that if the related Mortgaged
Property has become an REO Property, then
the above references to "Mortgage
Loan" in this definition shall mean the
related REO Mortgage Loan.
In the case of any CBA A Loan (or any successor REO Mortgage
Loan with respect thereto), any Appraisal
Reduction Amount will be calculated in
respect of the related CBA A/B Mortgage
Loan Combination (or any successor REO
Mortgage Loans with respect thereto) as if
it was a single Trust Mortgage Loan
(or a single REO Mortgage Loan), and any
Appraisal Reduction Amount shall first
be allocated to the related CBA B Loan (or
any successor REO Mortgage Loan with
respect thereto) up to the outstanding
principal balance of such CBA B Loan (or
REO Mortgage Loan), and then any remaining
portion of any such Appraisal
Reduction Amount shall be allocated to the
related CBA A Loan (or any successor
REO Mortgage Loan with respect thereto).
Notwithstanding anything herein to the
contrary, the aggregate Appraisal Reduction
Amount related to a Trust Mortgage
Loan or the related REO Property will be
reduced to zero as of the date such
Trust Mortgage Loan is paid in full,
liquidated, repurchased or otherwise
removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan,
the
earliest of (i) 120 days after an uncured
delinquency (without regard to the
application of any grace period) occurs in
respect of such Mortgage Loan, (ii)
the date on which a reduction in the amount
of Monthly Payments on such Mortgage
Loan, or a change in any other material
economic term of such Mortgage Loan
(other than an extension of the Maturity
Date for a period of six months or
less), becomes effective as a result of a
modification of such Mortgage Loan by
the Special Servicer, (iii) 60 days after a
receiver has been appointed for the
Borrower of the related Mortgaged Property,
(iv) 30 days after a Borrower
declares bankruptcy, (v) 60 days after the
Borrower has become the subject of a
decree or order for a bankruptcy proceeding
that shall have remained in force
undischarged and unstayed, and (vi)
immediately after the related Mortgaged
Property becomes an REO Property; provided,
however, that an Appraisal Reduction
Event shall not be deemed to occur at any
time on and after the dates when the
aggregate Certificate Balances of all
Classes of Principal Balance Certificates
(other than the Class A-P&I
Certificates) have been reduced to zero. The Special
Servicer shall notify the Master Servicer
and, with respect to any Mortgage Loan
Combination, the related B Loan Holder,
promptly upon the occurrence of any of
the foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an
Appraisal.
"Appraiser": An Independent MAI, state certified organization
with
five years of experience in properties of
like kind and in the same geographic
area.
"ARD Mortgage Loan": Any Mortgage Loan that provides for the
accrual
of Excess Interest thereon if such Mortgage
Loan is not paid in full on or prior
to its Anticipated Repayment Date.
"ARD Trust Mortgage Loan": A Trust Mortgage Loan that is an ARD
Mortgage Loan.
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument, executed by the
related Borrower, assigning to the related
mortgagee all of the income, rents
and profits derived from the ownership,
operation, leasing or disposition of all
or a portion of such Mortgaged Property, in
the form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Collection Period and
with respect to any Mortgage Loan that is
delinquent in respect of its Balloon
Payment (and any successor REO Mortgage
Loan with respect thereto as to which
the Balloon Payment would have been past
due), an amount equal to the sum of:
(a) the principal portion of the Monthly
Payment that would have been due on
such Mortgage Loan on the related Due Date
based on the constant payment
required by the related Note or the
original amortization schedule thereof (as
calculated with interest at the related
Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due
(and, if applicable, assuming the
related Mortgaged Property had not become
an REO Property), after giving effect
to any modification of such Mortgage Loan;
and (b) one month's interest on the
Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan)
immediately prior to the related
Distribution Date (or, in the case of a B Loan
or any successor REO B Loan with respect
thereto, the outstanding principal
balance thereof during the corresponding
Mortgage Interest Accrual Period) at
the applicable Mortgage Rate. For any
Collection Period and any REO Mortgage
Loan that is not delinquent in respect of
its Balloon Payment, an amount equal
to the sum of: (a) the principal portion of
the Monthly Payment that would have
been due on the related Mortgage Loan on
the related Due Date based on the
original amortization schedule thereof (as
calculated with interest at the
related Mortgage Rate, less any applicable
Excess Rate), if applicable, assuming
the related Mortgaged Property had not
become an REO Property, after giving
effect to any modification of the related
Mortgage Loan; and (b) one month's
interest on the Stated Principal Balance of
such REO Mortgage Loan immediately
prior to the related Distribution Date (or,
in the case of an REO B Loan, the
outstanding principal balance thereof
during the corresponding Mortgage Interest
Accrual Period) at the applicable Mortgage
Rate (less any applicable Excess
Rate).
"ASTM": The American Society for Testing and Materials.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum (without
duplication) of:
(a) the aggregate amount received on or with respect to the
Mortgage
Pool and
on deposit in the Collection Account as of the close of
business
on the
related Determination Date, exclusive of the following amounts
(without
duplication):
(i) all Monthly Payments collected but due on a Due Date after
the end of the related Collection Period;
(ii) all amounts in the Collection Account that are payable or
reimbursable to any Person from such account pursuant to
clauses
(ii) through (xix), inclusive, of Section 3.05(a);
(iii) all amounts that are payable or reimbursable to any
Person pursuant to clauses (ii) through (ix), inclusive, of
Section
3.05(b);
(iv) all Yield Maintenance Charges;
(v) all amounts deposited in the Collection Account in error;
(vi) any net interest or net investment income on funds on
deposit in the Collection Account or in Permitted Investments
in
which such funds may be invested;
(vii) if such Distribution Date occurs in February of 2006 or
any year thereafter or in January of 2006 or any year
thereafter
that is not a leap year, the Withheld Amounts in respect of the
Interest Reserve Loans that are to be deposited in the Interest
Reserve Account on such Distribution Date and held for future
distribution pursuant to Section 3.28;
(viii) amounts payable to any B Loan Holder pursuant to the
terms of the related Intercreditor Agreement;
(ix) Excess Interest; and
(x) Excess
Liquidation Proceeds;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to the REO Trust
Mortgage
Loans from
the REO Account to the Collection Account for such Distribution
Date
pursuant to Section 3.16(c);
(c) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to any A Loan (or any
successor
REO Trust Mortgage Loan with respect thereto) from the related
Mortgage
Loan Combination Custodial Account to the Collection Account,
in
any event
for such Distribution Date pursuant to Section 3.04;
(d) the aggregate amount of any P&I Advances made in respect of
the
Trust
Mortgage Loans by the Master Servicer or the Trustee, as
applicable,
for such
Distribution Date pursuant to Section 4.03 or 7.05 (which
P&I
Advances
shall not include any related Master Servicing Fees or Workout
Fees);
(e) all funds released from the Interest Reserve Account for
distribution on such Distribution Date.
(f) any payments required to be made by the Master Servicer
pursuant
to Section
3.02(c) in respect of such Distribution Date; and
(g) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred (pursuant to Section 3.04(d)) from
the
Excess
Liquidation Proceeds Account to the Distribution Account in
respect
of such
Distribution Date.
"B Loan": With respect to each A Loan, the other mortgage
loan(s)
that (i) is not included in the Trust Fund,
(ii) is subordinate in right of
payment to such A Loan to the extent set
forth in the related CBA A/B
Intercreditor Agreement, and (iii) is
secured, on the date hereof, by the same
Mortgage on the same Mortgaged Property as
such A Loan.
"B Loan Holder": With respect to any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and
assigns, as the holder of such B
Loan.
"Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule
extending materially beyond its Maturity
Date or for no amortization until its
Maturity Date.
"Balloon Trust Mortgage Loan": A Trust Mortgage Loan that is a
Balloon Mortgage Loan.
"Balloon Payment": With respect to any Balloon Mortgage Loan and
any
date of determination, the scheduled
payment of principal due on the Maturity
Date of such Mortgage Loan (less principal
included in the applicable
amortization schedule or scheduled Monthly
Payment).
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base
Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class
A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class
G and Class H Certificates, a fraction (not
greater than 1) (a) whose numerator
is the amount, if any, by which (i) the
Pass-Through Rate on such Class of
Certificates exceeds (ii) the Yield Rate
used in calculating the Yield
Maintenance Charge with respect to such
Principal Prepayment and (b) whose
denominator is the amount, if any, by which
the (i) Mortgage Rate on such
Mortgage Loan exceeds (ii) the Yield Rate
(as provided by the Master Servicer)
used in calculating the Yield Maintenance
Charge with respect to such Principal
Prepayment; provided, however, that if such
Yield Rate is greater than or equal
to the lesser of (x) the Mortgage Rate on
such Mortgage Loan and (y) the
Pass-Through Rate described in clause
(a)(i) above, then the Base Interest
Fraction shall be zero.
"Base Prospectus": That certain prospectus dated February 18,
2005,
relating to trust funds established by the
Depositor and publicly offered
mortgage pass-through certificates
evidencing interests therein.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry
Certificate.
"Borrower": With respect to any Mortgage Loan, the obligor or
obligors on any related Note or Notes,
including, without limitation, any Person
that has acquired the related Mortgaged
Property and assumed the obligations of
the original obligor under the Note or
Notes.
"Breach": With respect to any Trust Mortgage Loan, as defined in
the
related Mortgage Loan Purchase
Agreement.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in the states
where the Collection Account,
Distribution Account, Trustee, Master
Servicer or Special Servicer are located
and are authorized or obligated by law or
executive order to remain closed.
"Cash Collateral Account": With respect to any Mortgage Loan
that
has a Lock-Box Account, any account or
accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral
Account Agreement or other loan
document, into which account or accounts
the Lock-Box Account monies are swept
on a regular basis for the benefit of the
Trustee as successor to the applicable
Mortgage Loan Seller's interest in such
Mortgage Loan. Any Cash Collateral
Account shall be beneficially owned for
federal income tax purposes by the
Person who is entitled to receive all
reinvestment income or gain thereon in
accordance with the terms and provisions of
the related Mortgage Loan and
Section 3.06, which Person shall, if
required under the Code, be taxed on all
reinvestment income or gain thereon. The
Master Servicer shall be permitted to
make withdrawals therefrom solely for
deposit into the Collection Account or a
Servicing Account, or to remit to Borrower
as required by the related loan
documents, as applicable. To the extent not
inconsistent with the terms of the
related Mortgage Loan Documents, each such
Cash Collateral Account shall be an
Eligible Account.
"Cash Collateral Account Agreement": With respect to any
Mortgage
Loan, the cash collateral account
agreement, if any, between the related
Mortgage Loan Originator and the related
Borrower, pursuant to which the related
Cash Collateral Account, if any, may have
been established.
"CBA A/B Intercreditor Agreement": With respect to each CBA A/B
Mortgage Loan Combination, the related
Intercreditor Agreement Among Note
Holders by and between Column, as the
initial holder of the related A Loan, and
CBA-Mezzanine Capital Finance, LLC, as the
initial holder of the related B Loan.
"CBA A/B Material Default": With respect to any CBA A/B
Mortgage
Loan Combination, a "Material Default"
under, and within the meaning of, the
related CBA A/B Intercreditor
Agreement.
"CBA A/B Mortgage Loan Combination": Any CBA A Loan together
with
the related CBA B Loan.
"CBA A Loan": The Mortgage Loans identified on Exhibit B hereto
as
Columbia III Shopping Center, El Dorado
Shopping Center, Fiddlers Cove, Garden
City Apartments, Trails of Windfern
Apartments, Sunridge Plaza Phase II,
Brookhaven Apartments and Regency
Apartments-Milwaukee, which are senior in
right of payment to the related CBA B Loan,
to the extent set forth in the
related CBA A/B Intercreditor
Agreement.
"CBA B Loan": With respect to each CBA A Loan, the related B
Loan
not included in the Trust.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2005-C1,
as executed by the Trustee or the
Certificate Registrar and authenticated and
delivered hereunder by the
Certificate Registrar.
"Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and
Class A-SP Certificates), (i) on or
prior to the first Distribution Date, an
amount equal to the Original
Certificate Balance of such Class as
specified in the Preliminary Statement
hereto, and (ii) as of any date of
determination after the first Distribution
Date, the Certificate Balance of such Class
on the Distribution Date immediately
prior to such date of determination
(determined as adjusted pursuant to Section
1.03(h)).
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor
a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder"
with respect to, a Class R or Class
LR Certificate for any purpose hereof; and
(ii) solely for purposes of giving
any consent, approval, direction or waiver
pursuant to this Agreement that
specifically relates to the rights, duties
and/or obligations hereunder of the
Depositor, the Master Servicer, the Special
Servicer or the Trustee in its
respective capacity as such (other than any
consent, approval or waiver
contemplated by any of Sections 3.21, 3.31
and 7.01(c) or by the Series 2005-C1
Directing Certificateholder in its capacity
as such), any Certificate registered
in the name of such party or in the name of
any Affiliate thereof shall be
deemed not to be outstanding, and the
Voting Rights to which it is entitled
shall not be taken into account in
determining whether the requisite percentage
of Voting Rights necessary to effect any
such consent, approval or waiver that
specifically relates to such party has been
obtained. The Certificate Registrar
shall be entitled to request and
conclusively 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"
or "Holders" shall reflect the rights
of Certificate Owners only insofar as they
may indirectly exercise such rights
through the Depository and the Depository
Participants (except as otherwise
specified herein), it being herein
acknowledged and agreed that the parties
hereto shall be required to recognize as a
"Certificateholder" or "Holder" only
the Person in whose name a Certificate is
registered in the Certificate
Register.
"Certificateholder Reports": Collectively, the Trustee Report
and
the CMSA Investor Reporting Package.
"Certificate Notional Amount": With respect to any Class A-X or
Class A-SP Certificate, as of any date of
determination, the then notional
amount of such Certificate equal to the
product of (a) the Percentage Interest
evidenced by such Certificate, multiplied
by (b) the then Class A-X or Class
A-SP Notional Amount, as applicable.
"Certificate Owner": With respect to any 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 Register": The register maintained pursuant to
Section
5.02.
"Certificate Registrar": Wells Fargo, in its capacity as
certificate
registrar, or any successor certificate
registrar appointed as herein provided.
"Certification Parties": As defined in Section 3.26(b).
"Certifying Person": As defined in Section 3.26(b).
"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class
designation and having the same payment terms.
The respective Classes of Certificates are
designated in Section 5.01(a).
"Class": With respect to any Certificates or Uncertificated REMIC
I
Interests, all of the Certificates or
Uncertificated REMIC I Interests bearing
the same alphabetical and, if applicable,
numerical class designation.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-1 Pass-Through Rate": 4.3460% per annum.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-2 Pass-Through Rate": 4.6090% per annum.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-3 Pass-Through Rate": 4.8130% per annum.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB"
on the face thereof, substantially in the
form of Exhibit A-2 hereto.
"Class A-AB Pass-Through Rate": 4.8150% per annum.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-4 Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to the lesser of (i)
5.0140% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-J Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to the lesser of (i)
5.0750% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class A-P&I Certificates": The Class A-1, Class A-2, Class
A-3,
Class A-AB and Class A-4 Certificates,
collectively.
"Class A-SP Certificate": A Certificate designated as "Class
A-SP"
on the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-SP Component": Each of Component A-1-2, Component
A-1-3,
Component A-2-1, Component A-2-2, Component
A-2-3, Component A-3-1, Component
A-3-2, Component A-AB-1, Component A-AB-2,
Component A-4-1, Component A-4-2,
Component A-J, Component B, Component C-1,
Component C-2, Component D-1,
Component D-2, Component E-1, Component
E-2, Component F, Component G-1 and
Component G-2.
"Class A-SP Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts
of the Class A-SP Components that
have not reached their Component Crossover
Date.
"Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average
Net Mortgage Pass-Through Rate for
such Distribution Date and (II) the I/O
Split Rate for such Distribution Date
minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided
that in no event shall any Class A-SP Strip
Rate be less than zero), and (ii)
for any Distribution Date occurring after
the related Component Crossover Date,
0% per annum.
"Class A-SP Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage,
equal to the weighted average of the
Class A-SP Strip Rates of the Class A-SP
Components (weighted on the basis of
their respective Component Notional
Amounts) for such Distribution Date.
"Class A-X Certificate": A Certificate designated as "Class A-X"
on
the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-X Component": Each of the Components.
"Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination,
the sum of the then Component
Notional Amounts of all of the
Components.
"Class A-X Pass-Through Rate": The per annum rate, expressed as
a
percentage, equal to the weighted average
of the Class A-X Strip Rates of the
Class A-X Components (weighted on the basis
of their respective Component
Notional Amounts) for such Distribution
Date.
"Class A-X Strip Rate": With respect to any Class A-X Component
(other than the Class A-SP Components) for
any Distribution Date, a rate per
annum equal to (i) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding
Certificates, and in the case of Class A-SP
Components, (A) for any Distribution
Date occurring on or before the related
Component Crossover Date, (x) the
Weighted Average Net Mortgage Pass-Through
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 A-SP Strip
Rate for such Component for such
Distribution Date, and (B) for any
Distribution Date occurring after the related
Component Crossover Date, a rate per annum
equal to (x) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding
Certificates (provided that in no event
shall any Class A-X Strip Rate be less than
zero).
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.1240% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.1440% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.2030% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.2920% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class F Pass-Through Rate": 4.8210% per annum.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.9650% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.4460% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class LA-1-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-3 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-3 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-J Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LB Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LC-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LC-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LK Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LL Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LM Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LN Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LO Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LP Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-5 hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-6
hereto.
"Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class O
Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-3
hereto.
"Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.8550% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, in the form of Exhibit A-8
hereto.
"Class V Certificate": A Certificate designated as "Class V" on
the
face thereof, in the form of Exhibit A-4
hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance
or Notional Balance.
"Class Principal Balance": The aggregate principal balance
outstanding from time to time of any Class
of Principal Balance Certificates.
"Clearstream": Clearstream Banking, societe anonyme or any
successor.
"Closing Date": March 17, 2005.
"CMSA": 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 Series 2005-C1 Directing
Certificateholder.
"CMSA Bond Level File": A 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
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally.
"CMSA Collateral Summary File": A 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 recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Comparative Financial Status
Report" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information as may from time to time be
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally.
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Delinquent Loan Status Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Financial File": 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 recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Historical Liquidation Report": 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 recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form
of, and containing the information
called for in, the downloadable form of the
"Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Investor Reporting Package": Collectively:
(a) the following six electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File and (vi) CMSA Collateral Summary
File;
and
(b) the following nine 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 and (ix) CMSA NOI Adjustment
Worksheet.
"CMSA Loan Level Reserve/LOC Report": 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 in such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Loan Periodic Update File": A 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 recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Loan Setup File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Mortgage
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 recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Operating Statement Analysis
Report" available as of the Closing
Date on the CMSA Website or such other form
for the presentation of such
information and containing such additional
information as may from time to time
be recommended by the CMSA for commercial
mortgage-backed securities
transactions generally.
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Property
File" available as of the Closing Date on
the CMSA Website, or such other form
for the presentation of such information
and containing such additional
information as may from time to time be
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally.
"CMSA Reconciliation of Funds": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Reconciliation of Funds" 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 recommended by the CMSA
for commercial mortgage-backed securities
transactions generally.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Servicer Watch List": A report substantially in the form
of,
and containing the information called for
in, the downloadable form of "Servicer
Watch List" 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
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally.
"CMSA Special Servicer Loan File": 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 in such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may
establish for dissemination of its report
forms.
"Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including 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, could be applied to
the Trust or the Certificates.
"Collection Account": One or more separate custodial accounts
or,
subject to Section 3.04(h), sub-accounts
created and maintained by the Master
Servicer pursuant to Section 3.04(a) in the
name of the Trustee on behalf of the
Certificateholders, into which the amounts
set forth in Section 3.04(a) shall be
deposited directly, which, subject to
Section 3.04(h), shall be entitled
substantially as follows: "GMAC Commercial
Mortgage Corporation [or the name of
any successor Master Servicer], in trust
for Wells Fargo Bank, N.A. [or the name
of any successor Trustee], as Trustee, on
behalf of Holders of Credit Suisse
First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through
Certificates, Series 2005-C1, Collection
Account". The Collection Account shall
be an Eligible Account (or, subject to
Section 3.04(h), a sub-account of an
Eligible Account) and, except for the
Excess Interest held therein, shall be
part of REMIC I (except with respect to
collections on the JFK Medical Pavilion
II Loan, which shall be part of the JFK
Medical Pavilion II Loan REMIC).
"Collection Period": With respect to any Distribution Date, the
period commencing on the date immediately
following the Determination Date in
the calendar month preceding the month in
which such Distribution Date occurs
(or, in the case of the initial
Distribution Date, commencing as of the Closing
Date) and ending on and including the
Determination Date in the calendar month
in which such Distribution Date occurs.
"Column": As defined in the Preliminary Statement to this
Agreement.
"Column Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this
Agreement.
"Column Performance Guarantee": The Guarantee dated as of March
1,
2005, from the Column Performance Guarantor
in favor of the Trustee, relating to
the obligations of Column under Section 7
of the Column Mortgage Loan Purchase
Agreement.
"Column Performance Guarantor": Credit Suisse First Boston
acting
through the Cayman Branch, its successor in
interest or any successor guarantor
under the Column Performance Guarantee.
"Column Trust Mortgage
Loan": Any Trust
Mortgage Loan that
is either an Original Column Trust Mortgage
Loan or a Replacement Trust Mortgage
Loan that was delivered under the Column
Mortgage Loan Purchase Agreement or the
Column Performance Guarantee in
substitution for an Original Column Trust
Mortgage Loan.
"Commission": The Securities and Exchange Commission.
"Component": Each of Component A-1-1, Component A-1-2,
Component
A-1-3, Component A-2-1, Component A-2-2,
Component A-2-3, Component A-AB-1,
Component A-AB-2, Component A-3-1,
Component A-3-2, Component A-4-1, Component
A-4-2, Component A-J, Component B,
Component C-1, Component C-2, Component D-1,
Component D-2, Component E-1, Component
E-2, Component F, Component G-1,
Component G-2, Component H, Component J,
Component K, Component L, Component M,
Component N, Component O and Component
P.
"Component A-1-1": One of thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-1
Uncertificated Interest as of any date of
determination.
"Component A-1-2": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-1-2 Uncertificated
Interest as of any date of
determination.
"Component A-1-3": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-1-3 Uncertificated
Interest as of any date of
determination.
"Component A-2-1": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-1 Uncertificated
Interest as of any date of
determination.
"Component A-2-2": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-2 Uncertificated
Interest as of any date of
determination.
"Component A-2-3": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-3 Uncertificated
Interest as of any date of
determination.
"Component A-3-1": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-3-1 Uncertificated
Interest as of any date of
determination.
"Component A-3-2": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-3-2 Uncertificated
Interest as of any date of
determination.
"Component A-AB-1": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-AB-1 Uncertificated
Interest as of any date of
determination.
"Component A-AB-2": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-AB-2 Uncertificated
Interest as of any date of
determination.
"Component A-4-1": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-4-1 Uncertificated
Interest as of any date of
determination.
"Component A-4-2": One of thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-4-2 Uncertificated
Interest as of any date of
determination.
"Component A-J": One of thirty-one components of the Class A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-J Uncertificated
Interest as of any date of
determination.
"Component B": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LB Uncertificated
Interest as of any date of determination.
"Component C-1": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LC-1 Uncertificated
Interest as of any date of
determination.
"Component C-2": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LC-2 Uncertificated
Interest as of any date of
determination.
"Component Crossover Date": With respect to each Class A-SP
Component, the related Crossover Date as
set forth in the table below:
Class A-SP Component
Component Crossover Date
--------------------
------------------------
Component A-1-2
March 2006 Distribution Date
Components A-2-1 and A-1-3
March 2007 Distribution Date
Component A-2-2 and G-1
March 2008 Distribution Date
Components A-2-3, A-3-1, E-1, F and G-2
March 2009 Distribution Date
Components A-AB-1, A-3-2, D-1 and E-2
March 2010 Distribution Date
Components A-AB-2, A-4-1, C-1 and D-2
March 2011
Distribution Date
Components A-J, A-4-2, B and C-2
March 2012 Distribution Date
"Component D-1": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LD-1 Uncertificated
Interest as of any date of
determination.
"Component D-2": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LD-2 Uncertificated
Interest as of any date of
determination.
"Component E-1": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LE-1 Uncertificated
Interest as of any date of
determination.
"Component E-2": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LE-2 Uncertificated
Interest as of any date of
determination.
"Component F": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LF Uncertificated
Interest as of any date of determination.
"Component G-1": One of the thirty-one components of the Class
A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LG-1 Uncertificated
Interest as of any date of
determination.
"Component G-2":
One of the thirty-one components of the Class A-X
Certificates and one of the twenty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LG-2 Uncertificated
Interest as of any date of
determination.
"Component H": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LH
Uncertificated Interest as of any date of
determination.
"Component J": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LJ
Uncertificated Interest as of any date of
determination.
"Component K": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LK
Uncertificated Interest as of any date of
determination.
"Component L": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LL
Uncertificated Interest as of any date of
determination.
"Component M": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LM
Uncertificated Interest as of any date of
determination.
"Component N": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LN
Uncertificated Interest as of any date of
determination.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to
the then REMIC I Principal Amount of
its Corresponding Uncertificated REMIC I
Interest.
"Component O": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LO
Uncertificated Interest as of any date of
determination.
"Component P": One of the thirty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LP
Uncertificated Interest as of any date of
determination.
"Confidential Offering Circular": The final Confidential
Offering
Circular dated March 3, 2005, relating to
certain Classes of the Non-Registered
Certificates delivered by the Depositor to
CSFB LLC as of the Closing Date.
"Controlling Class": As of any date of determination, the Class
of
Principal Balance Certificates with the
lowest payment priority pursuant to
Sections 4.01(a) and 4.01(b), that has a
then outstanding Class Principal
Balance that is not less than 25% of its
initial Class Principal Balance;
provided that, if no Class of Principal
Balance Certificates has a Class
Principal Balance that satisfies the
foregoing requirement, then the Controlling
Class shall be the Class of Principal
Balance Certificates with the lowest
payment priority pursuant to Sections
4.01(a) and 4.01(b), that has a then
outstanding Class Principal Balance greater
than zero. For purposes of this
definition, the respective Classes of the
Class A-P&I Certificates shall be
treated as a single Class and, if
appropriate under the terms of this
definition, shall collectively constitute
the Controlling Class. As of the
Closing Date, the Controlling Class shall
be the Class P Certificates.
"Controlling Class Certificateholder": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified by
the Certificate Registrar to the Trustee
from time to time.
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its
corporate trust business with respect to
this Agreement shall be administered, which
office at the date of the execution
of this Agreement is located (i) for
Certificate transfer purposes, at Sixth &
Marquette, Minneapolis, Minnesota
55479-0113, Attention: Credit Suisse First
Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates,
Series 2005-C1 and (ii) for all other
purposes, at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention:
Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-C1.
"Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or
any
B Loan as to which the related Trust
Mortgage Loan is a Corrected Mortgage Loan
as described in the definition of
"Servicing Transfer Event".
"Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that
had
been a Specially Serviced Trust Mortgage
Loan but as to which all Servicing
Transfer Events have ceased to exist.
"Corresponding Certificates": As defined in the Preliminary
Statement hereto.
"Corresponding Components": As defined in the Preliminary
Statement
hereto.
"Corresponding Uncertificated REMIC I Interests": As defined in
the
Preliminary Statement hereto.
"Cross-Collateralized Group": Any group of Crossed Trust
Mortgage
Loans.
"Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized
with any other Trust Mortgage Loan. For
the avoidance of doubt, none of the CBA A
Loans shall be deemed a Crossed Trust
Mortgage Loan under this Agreement.
"Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining
related Crossed Trust Mortgage Loans
for the four calendar quarters immediately
preceding the repurchase or
substitution is not less than the greater
of (a) the Debt Service Coverage Ratio
for all such related Crossed Trust Mortgage
Loans, including the affected
Crossed Trust Mortgage Loan, for the four
calendar quarters immediately
preceding the repurchase or substitution
and (b) 1.25x, (ii) the loan-to-value
ratio for any remaining related Crossed
Trust Mortgage Loans determined at the
time of repurchase or substitution based
upon an Appraisal obtained by the
Special Servicer at the expense of the
related Mortgage Loan Seller is not
greater than the lesser of (a) the
loan-to-value ratio for all such related
Crossed Trust Mortgage Loans, including the
affected Crossed Trust Mortgage Loan
set forth in the tables on Exhibit A-1 to
the Prospectus Supplement, (b) the
loan-to-value ratio for all such related
Crossed Trust Mortgage Loans, including
the affected Crossed Trust Mortgage Loan,
determined at the time of repurchase
or substitution based upon an Appraisal
obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller
and (c) 75.0%, and (iii) the Trustee
receive an Opinion of Counsel (at the
expense of the related Mortgage Loan
Seller) to the effect that such repurchase
or substitution will not result in
the imposition of a tax on the assets of
the Trust Fund or cause any REMIC Pool
to fail to qualify as a REMIC for federal
or applicable state tax purposes at
any time that any of the Certificates are
outstanding.
"CSFB LLC": Credit
Suisse First Boston LLC or its successor in
interest.
"Cure Event": The exercise by any CBA B Loan Holder of the cure
rights, if any, set forth in the related
Intercreditor Agreement, in each case
in accordance with the applicable
Intercreditor Agreement.
"Cure Payments": With respect to any Mortgage Loan Combination,
as
to which the related Intercreditor
Agreement provides that a Junior Loan Holder
shall be entitled to cure a default under
the related Mortgage Loan, the
payments that such Junior Loan Holder makes
to the Master Servicer, Special
Servicer or Trustee, as applicable, which
payments shall consist (without
duplication) of all actual costs, expenses,
losses, obligations, damages,
penalties, and disbursements imposed on or
incurred (whether or not yet paid) by
the Master Servicer, Special Servicer or
Trustee, as applicable (including,
without limitation, all unreimbursed
Advances (without regard to whether such
Advance would be a Nonrecoverable Advance),
and any interest accrued thereon,
Default Interest and any servicing
compensation incurred with respect to the
related Mortgage Loan) during the period of
time from the expiration of the
grace period under such Mortgage Loan that
gave rise to such Cure Event until
such Cure Payment is made or such other
cure is otherwise effected.
"Custodian" shall mean a Person who is at any time appointed by
the
Trustee pursuant to Section 8.12 as a
document custodian for the Mortgage Files.
"Cut-off Date": Individually and collectively, the respective
Due
Dates for the Trust Mortgage Loans in March
2005.
"Cut-off Date Principal Balance": With respect to any Original
Trust
Mortgage Loan, the outstanding principal
balance of such Trust Mortgage Loan as
of the Cut-off Date, after application of
all payments of principal due on or
before such date, whether or not
received.
"Debt Service Coverage Ratio": With respect to any Trust
Mortgage
Loan for any twelve-month period covered by
an annual operating statement for
the related Mortgaged Property, the ratio
of (i) Net Operating Income produced
by the related Mortgaged Property during
such period to (ii) the aggregate
amount of Monthly Payments (other than any
Balloon Payment) due under such Trust
Mortgage Loan during such period.
"Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect
thereto), any amounts collected
thereon, other than late payment charges or
Yield Maintenance Charges, that
represent interest in excess of interest
accrued on the principal balance of
such Trust Mortgage Loan (or REO Mortgage
Loan) at the related Mortgage Rate,
such excess interest arising out of a
default under such Mortgage Loan.
"Defaulted Trust Mortgage Loan": A Trust Mortgage Loan that is
at
least sixty days delinquent in respect of
its Monthly Payments, or delinquent in
respect of its Balloon Payment, if any, in
each case without giving effect to
any grace period permitted by the related
Mortgage or Note, or if any
non-monetary event of default occurs that
results in the Trust Mortgage Loan
becoming a Specially Serviced Trust
Mortgage Loan; provided, however, that no
Monthly Payment (other than a Balloon
Payment) shall be deemed delinquent if
less than ten dollars of all amounts due
and payable on such Trust Mortgage Loan
has not been received.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": As defined in Section 3.08(f).
"Defeasance Mortgage Loan": As defined in Section 3.08(f).
"Defect": With respect to any Trust Mortgage Loan, as defined in
the
related Mortgage Loan Purchase
Agreement.
"Defective Trust Mortgage Loan": Any Trust Mortgage Loan as to
which
there exists a Material Breach or a
Material Defect that has not been cured in
all material respects.
"Definitive Certificate": A Certificate issued in registered,
definitive physical form.
"Deleted Trust Mortgage Loan": A Defective Trust Mortgage Loan
that
is purchased or repurchased, as the case
may be, from the Trust or replaced with
one or more Replacement Trust Mortgage
Loans, in either case as contemplated by
Section 2.03.
"Depositor": As defined in the Preliminary Statement to this
Agreement.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Determination Date": With respect to any Distribution Date,
the
close of business on the 11th day of the
month in which such Distribution Date
occurs, or if such 11th day is not a
Business Day, the Business Day immediately
following such 11th day.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof that are not (within the meaning
of Treasury Regulations Section
1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of
space for occupancy, the management or
operation of such REO Property, the holding
of such REO Property primarily for
sale to customers in the ordinary course of
a trade or business, the performance
of any construction work thereon or any use
of such REO Property in a trade or
business conducted by the Trust Fund, in
each case other than through an
Independent Contractor; provided, however,
that the Trustee (or the Master
Servicer or the Special Servicer on behalf
of the Trustee) shall not be
considered to Directly Operate an REO
Property solely because the Trustee (or
the Master Servicer or the Special Servicer
on behalf of the Trustee)
establishes rental terms, chooses tenants,
enters into or renews leases, deals
with taxes and insurance or makes decisions
as to repairs (of the type that
would be deductible under Section 162 of
the Code) or capital expenditures with
respect to such REO Property.
"Discount Rate": As defined in Section 4.01(d).
"Disqualified
Organization": Any of (i) the United States, any State
or political subdivision thereof, any
possession of the United States or any
agency or instrumentality of any of the
foregoing (other than an instrumentality
that is a corporation if all of its
activities are subject to tax and, except
for FHLMC, a majority of its board of
directors is not selected by such
governmental unit), (ii) a foreign
government, any international organization or
any agency or instrumentality of any of the
foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section 521 of the Code)
that is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so
designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel
provided to the Trustee (which shall
not be an expense of the Trustee) to the
effect that the holding of an Ownership
Interest in a Residual Certificate by such
Person may cause any REMIC Pool to
qualify as a REMIC or any Person having an
Ownership Interest in any Class of
Certificates (other than such Person) to
incur a liability for any federal tax
imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual
Certificate to such Person. The terms
"United States", "State" and "international
organization" shall have the
meanings set forth in Section 7701 of the
Code or successor provisions.
"Distribution Account": The account, accounts or, subject to
Section
3.04(h), sub-accounts created and
maintained by the Trustee, pursuant to Section
3.04(b), in trust for the
Certificateholders, which, subject to Section 3.04(h),
shall be entitled "Wells Fargo Bank, N.A.
[or the name of any successor
Trustee], as Trustee, for the benefit of
Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C1, Distribution Account". The
Distribution Account shall be an Eligible
Account or, subject to Section 3.04(h), a
subaccount of an Eligible Account.
"Distribution Date": With respect to any calendar month,
commencing
in April 2005, the fourth Business Day
following the Determination Date in such
month.
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Maturity Date, the day of the month set
forth in the related Note on which each
Monthly Payment thereon is scheduled to be
first due (without giving effect to
any grace period with respect to late
Monthly Payments), (ii) any Mortgage Loan
after the Maturity Date therefor, the day
of the month set forth in the related
Note on which each Monthly Payment on such
Mortgage Loan had been scheduled to
be first due (without giving effect to any
grace period) and (iii) any REO
Mortgage Loan, the day of the month set
forth in the related Note on which each
Monthly Payment on the related Mortgage
Loan had been scheduled to be first due
(without giving effect to any grace
period).
"EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the
computer system for the receipt,
acceptance, review and dissemination of
documents submitted to the Commission in
electronic format.
"Eligible Account": Either (i) an account or accounts
maintained
with a federal or state chartered
depository institution or trust company
(including the Trustee) the long-term
unsecured debt obligations of which are
rated at least "AA-" by Fitch (or "A-" if
the short-term debt obligations
thereof have a short-term rating of not
less than "F-1" by Fitch) and "Aa3" by
Moody's, if the deposits are to be held in
such account for more than 30 days,
or the short-term debt obligations of which
have a short-term rating of not less
than "F-1" by Fitch and "P-1" by Moody's,
if the deposits are to be held in such
account for 30 days or less, or such other
account or accounts with respect to
which each of the Rating Agencies shall
have confirmed in writing that the
then-current rating assigned to any of the
Certificates that are currently being
rated by such Rating Agency will not be
qualified (as applicable), downgraded or
withdrawn by reason thereof or (ii) a
segregated trust account or accounts
maintained with the corporate trust
department of a federal- or state-chartered
depository institution or trust company
that, in either case, has a combined
capital and surplus of at least $50,000,000
and has corporate trust powers,
acting in its fiduciary capacity; provided
that any state-chartered depository
institution or trust company is subject to
regulation regarding fiduciary funds
substantially similar to 12 C.F.R. ss.
9.10(b), (iii) for so long as GMAC
Commercial Mortgage Corporation is acting
as the Master Servicer, a segregated
trust account or accounts maintained at
Escrow Bank, Midvale, Utah, or (iii)
such other account or accounts with respect
to which each of the Rating Agencies
shall have confirmed in writing that the
then-current rating assigned to any of
the Certificates that are currently being
rated by such Rating Agency will not
be qualified (as applicable), downgraded or
withdrawn by reason thereof.
Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a
certificate of deposit, passbook or other
similar instrument.
"Environmental Assessment": A "Phase I environmental assessment"
as
described in and meeting the criteria of
the American Society of Testing
Materials Standard E 1527-94 or any
successor thereto published by the American
Society of Testing Materials.
"Environmental Insurance Policy": With respect to any Mortgage
Loan,
any insurance policy covering Insured
Environmental Events that is maintained
from time to time in respect of such
Mortgage Loan or the related Mortgaged
Property.
"Environmental Insurer": The provider of insurance pursuant to
any
Environmental Insurance Policy.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payment": Any payment received by the Master Servicer
for
the account of any Borrower for application
toward the payment of real estate
taxes, assessments, Insurance Policy
premiums and similar items in respect of
the related Mortgaged Property, including
amounts for deposit to any reserve
account.
"Euroclear": Euroclear Bank N.V./S.A., as operator of The
Euroclear
System.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the ARD Mortgage
Loans
(and each REO Trust Mortgage Loan that
relates to an ARD Trust Mortgage Loan),
interest accrued on such Mortgage Loan (or
REO Trust Mortgage Loan) and
allocable to the Excess Rate. Insofar as it
accrues on an ARD Trust Mortgage
Loan (or any REO Trust Mortgage Loan with
respect thereto), Excess Interest is
an asset of the Trust Fund, but shall not
be an asset of any REMIC Pool.
"Excess Liquidation Proceeds": The excess, if any, of (a) the
Net
Liquidation Proceeds from the sale or
liquidation of a Specially Serviced
Mortgage Loan or, insofar as they are
allocable to the related REO Mortgage
Loan, from the sale or liquidation of an
REO Property, over (b) the sum of (i)
interest on any related Advances, (ii) any
related Servicing Advances, and (iii)
the amount needed to pay off in full the
subject Trust Mortgage Loan or related
REO Trust Mortgage Loan (or if related to a
Mortgage Loan Combination, the
amount needed to pay off in full such
Mortgage Loan Combination) and all amounts
due with respect thereto.
"Excess Liquidation Proceeds Account": The account, accounts
or,
subject to Section 3.04(h), sub-account
created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as
Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C1, Excess
Liquidation Proceeds Account", and which
shall be an Eligible Account or, subject to
Section 3.04(h), a subaccount of an
Eligible Account. The Excess Liquidation
Proceeds Account shall be an asset of
REMIC I.
"Excess Rate": With respect to each ARD Mortgage Loan (and each
REO
Trust Mortgage Loan that relates to an ARD
Trust Mortgage Loan) after the
related Anticipated Repayment Date, the
excess of (i) the applicable Revised
Rate over (ii) the applicable Mortgage Rate
in effect immediately prior to the
related Anticipated Repayment Date.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Exchange Act Reports": All Current Reports on Form 8-K and
Annual
Reports on Form 10-K that are to be filed
with the Commission with respect to
the Trust as contemplated by Section
3.26.
"Exemption-Favored Party": Any of (i) CSFB LLC, (ii) any Person
directly or indirectly, through one or more
intermediaries, controlling,
controlled by or under common control with
CSFB LLC, and (iii) any member of any
underwriting syndicate or selling group of
which any Person described in clauses
(i) and (ii) is a manager or co-manager
with respect to a Class of Certificates
(other than the Class R, Class LR and Class
V Certificates) that is investment
grade rated by at least one Rating
Agency.
"Fair Value": As defined in Section 3.18(b).
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any
successor.
"Fidelity Bond": As defined in Section 3.07(c).
"Final Distribution Date": The final Distribution Date on which
any
distributions are to be made hereunder on
the Certificates in connection with
the termination of the Trust.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted
Mortgage Loan or REO Property that there
has been a recovery of all Insurance and
Condemnation Proceeds, Liquidation
Proceeds and other payments or recoveries
that, in the Special Servicer's
reasonable good faith judgment, exercised
without regard to any obligation of
the Special Servicer to make payments from
its own funds pursuant to Section
3.07(b), will ultimately be
recoverable.
"Fitch": Fitch, Inc. or its successor in interest. If neither
such
rating agency nor any successor remains in
existence, "Fitch" shall be deemed to
refer to such other nationally recognized
statistical rating agency or other
comparable Person designated by the
Depositor, notice of which designation shall
be given to the other parties hereto, and
specific ratings of Fitch, Inc. herein
referenced shall be deemed to refer to the
equivalent ratings of the party so
designated. References herein to
"applicable rating category" (other than such
references to "highest applicable rating
category") shall, in the case of Fitch,
be deemed to refer to such applicable
rating category of Fitch, without regard
to any plus or minus or other comparable
rating qualification.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"GAAP": Generally accepted accounting principles in the United
States.
"Global Certificate": With respect to any Class of
Non-Registered
Certificates, any related Regulation S
Global Certificate or Rule 144A Global
Certificate.
"GMACCM": As defined in the Preliminary Statement to this
Agreement.
"GMACCM Fixed Interest Amount Loan": Any GMACCM Trust Mortgage
Loan
the terms of which provide for the payment
of a fixed amount of interest during
an interest-only period.
"GMACCM Fixed Interest Period": With respect to any GMACCM
Fixed
Interest Amount Loan, the period during
which monthly debt service payments with
respect to such GMACCM Fixed Interest
Amount Loan consist of the payment of
interest only.
"GMACCM Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this
Agreement.
"GMACCM Trust Mortgage Loan": Any Trust Mortgage Loan that is
either
an Original GMACCM Trust Mortgage Loan or a
Replacement Trust Mortgage Loan that
was delivered under the GMACCM Mortgage
Loan Purchase Agreement in substitution
for an Original GMACCM Trust Mortgage
Loan.
"Grantor Trust": A grantor trust as defined under subpart E of
Part
1 of subchapter J of the Code.
"Grantor Trust Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount
created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as
Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C1, Grantor Trust
Distribution Account", and which
shall be an Eligible Account or, subject to
Section 3.04(h), a subaccount of an
Eligible Account. The Grantor Trust
Distribution Account shall not be an asset
of any REMIC Pool.
"Grantor Trust Pool": The Grantor Trust Pool designated as such
in
Section 2.05.
"Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related
Mortgaged Property, together with any
estoppels or other agreements executed and
delivered by the ground lessor in
favor of the lender under the related
Mortgage Loan.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including
those so identified pursuant to
CERCLA or any other federal, state or local
environmental related laws and
regulations, and specifically including
asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum
products, urea formaldehyde and any
substances classified as being "in
inventory", "usable work in process" or
similar classification which would, if
classified as unusable, be included in the
foregoing definition.
"I/O Split Rate": With respect to any Distribution Date, the
rate
per annum corresponding to the related
Distribution Date as set forth on Exhibit
L hereto.
"Independent": When used with respect to any specified Person,
any
such Person that (i) is in fact independent
of the Depositor, each Junior Loan
Holder, the Master Servicer, the Special
Servicer, the Trustee and any and all
Affiliates thereof, (ii) does not have any
material direct financial interest in
or any material indirect financial interest
in any of the Depositor, any Junior
Loan Holder, the Master Servicer, the
Special Servicer or any Affiliate thereof
and (iii) is not connected with the
Depositor, any Junior Loan Holder, the
Master Servicer, the Special Servicer 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, any Junior
Loan Holder, the Master Servicer, the
Special Servicer, the Trustee or any
Affiliate thereof merely because such
Person is the beneficial owner of 1% or
less of any class of debt or equity
securities issued by the Depositor, any
Junior Loan Holder, the Master Servicer,
the Special Servicer, the Trustee or any
Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to
the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust
Fund were a real estate investment
trust (except that the ownership test set
forth in that Section shall be
considered to be met by any Person that
owns, directly or indirectly, 35% or
more of any Class of Certificates, or such
other interest in any Class of
Certificates as is set forth in an Opinion
of Counsel, which shall be at no
expense to the Trustee, the Master Servicer
or the Trust, delivered to the
Trustee and the Master Servicer), so long
as the Trust Fund does not receive or
derive any income from such Person and
provided that the relationship between
such Person and the Trust Fund is at arm's
length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5)
(except that the Master Servicer or
the Special Servicer shall not be
considered to be an Independent Contractor
under the definition in this clause (i)
unless an Opinion of Counsel (at the
expense of the party seeking to be deemed
an Independent Contractor) has been
delivered to the Trustee to that effect),
or (ii) any other Person (including
the Master Servicer and the Special
Servicer) upon receipt by the Trustee and
the Master Servicer of an Opinion of
Counsel (at the expense of the party
seeking to be deemed an Independent
Contractor), to the effect that the taking
of any action in respect of any REO
Property by such Person, subject to any
conditions therein specified, that is
otherwise herein contemplated to be taken
by an Independent Contractor will not cause
such REO Property to cease to
qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of
the Code or cause any income realized in
respect of such REO Property to fail to
qualify as Rents from Real Property
(provided that such income would otherwise
so qualify).
"Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall
not have been, at the time of such
appointment, at any time after appointment,
or at any time in the preceding five
(5) years, (i) a direct or indirect legal
or beneficial owner in such entity or
any of its affiliates, (ii) a creditor,
supplier, employee, officer, director,
manager or contractor of such entity or any
of its affiliates, (iii) a person
who controls such entity or any of its
affiliates, or (iv) a member of the
immediate family of a person defined in
(i), (ii) or (iii) above.
"Initial Pool Balance": The aggregate Cut-off Date Principal
Balance
of all the Original Trust Mortgage
Loans.
"Initial
Purchaser": CSFB LLC, as initial purchaser of the
Non-Registered Certificates.
"Initial Resolution Period": As defined in Section 2.03(b).
"Institutional Accredited Investor" or "IAI": 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.
"Institutional Lender/Owner": One or more of the following: (i)
a
bank, savings and loan association,
investment bank, insurance company, real
estate investment trust, trust company,
commercial credit corporation, pension
plan, pension fund or pension advisory
firm, mutual fund, government entity or
plan, (ii) an investment company, money
management firm or "qualified
institutional buyer" within the meaning of
Rule 144A under the Securities Act,
which is regularly engaged in the business
of making or owning mezzanine loans
of similar types to the mezzanine loan in
the question, (iii) a trustee in
connection with a securitization of the
mezzanine loan, so long as such trustee
or the servicer therefor is an entity that
otherwise would be an Institutional
Lender/Owner, (iv) an institution
substantially similar to any of the foregoing,
in each case of clauses (i), (ii), (iii) or
(iv) of this definition, which (A)
has total assets (in name or under
management) in excess of $600,000,000 and
(except with respect to a pension advisory
firm or similar fiduciary)
capital/statutory surplus or shareholder's
equity of $200,000,000 and (B) is
regularly engaged in the business of making
or owning commercial loans or (v) an
entity Controlled (as defined below) by the
Underwriters or any of the entities
described in clause (i) above. For purposes
of this definition only, "Control"
means the ownership, directly or
indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership
interests of an entity and the
possession, directly or indirectly, of the
power to direct or cause the
direction of the management or policies of
an entity, whether through the
ability to exercise voting power, by
contract or otherwise ("Controlled" has the
meaning correlative thereto). The Special
Servicer shall obtain from the
proposed transferee, and shall be entitled
to rely on, (i) an officer's
certificate of a proposed transferee that
such transferee satisfies the
requirements of this definition and (ii) in
the case of any proposed transferee
that is an entity described in and meeting
the criteria in clauses (i)-(iv) of
the second preceding sentence, the most
recent financial statements of such
transferee.
"Insurance and Condemnation Proceeds": All proceeds (net of
expenses
of collection, including attorney's fees
and expenses) paid under any Insurance
Policy or in connection with the full or
partial condemnation (or threatened
condemnation) of a Mortgaged Property, in
either case, to the extent such
proceeds are not applied to the restoration
of the related Mortgaged Property or
released to the Borrower, in either case,
in accordance with the Servicing
Standard.
"Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy,
flood insurance policy, title insurance
policy, earthquake insurance policy,
Environmental Insurance Policy, business
interruption insurance policy or other
insurance policy that is maintained from
time to time in respect of such Mortgage
Loan (or the related Mortgaged
Property) or such REO Property, as the case
may be.
"Insured Environmental Event": As defined in Section 3.07(j).
"Intercreditor Agreement": The CBA A/B Intercreditor Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated REMIC I
Interests or the JFK Medical Pavilion II
Loan REMIC Regular Interest and any
Distribution Date, the calendar month
immediately preceding the month in which
such Distribution Date occurs. Each
Interest Accrual Period shall be deemed for
purposes of this definition to
consist of 30 days.
"Interest Only Certificates": Collectively, the Class A-X and
Class
A-SP Certificates.
"Interest Reserve Account": The account, accounts or, subject
to
Section 3.04(h), sub-account created and
maintained by the Trustee, pursuant to
Section 3.28, in trust for the
Certificateholders, which, subject to Section
3.04(h), shall be entitled "Wells Fargo
Bank, N.A. [or the name of any successor
Trustee], as Trustee, in trust for Holders
of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C1, Interest Reserve Account", and
which shall be an Eligible Account or,
subject to Section 3.04(h), a sub-account
of an Eligible Account.
"Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with
respect thereto) and, in the case of the
JFK Medical Pavilion II Loan, the JFK
Medical Pavilion II Loan REMIC Regular
Interest.
"Interest Shortfall Amount": As to any Distribution Date and
any
Class of Regular Certificates, the amount,
if any, by which the amount
distributed on such Class on such
Distribution Date in respect of interest is
less than the amount due in respect of
interest to such Class of Regular
Certificates.
"Interested Person": The Depositor, the Master Servicer, the
Special
Servicer, any Independent Contractor
engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any
such Person.
"Investment Account": As defined in Section 3.06(a).
"IRS": The Internal Revenue Service or any successor.
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and
Treasury regulations promulgated
thereunder.
"JFK Medical Pavilion II Loan" shall mean the mortgage loan made
by
GMACCM, as lender, to Aberdeen II Holding
LLC, as borrower, with a Cut-off Date
Principal Balance of $4,588,868, that is
included in the Trust Fund and secured
by the JFK Medical Pavilion II
Property.
"JFK Medical Pavilion II Property" shall mean the Mortgaged
Property
identified on the Trust Mortgage Loan
Schedule as "JFK Medical Pavilion II".
"JFK Medical Pavilion II Loan REMIC" shall mean, the REMIC that
was
created pursuant to the REMIC Declaration
and that is constituted by the JFK
Medical Pavilion II Loan, collections
thereon, any REO Property acquired in
respect thereof and amounts held from time
to time in the Collection Account or
any REO Account in respect thereof, with
respect to which the Trustee will make
an election to be treated as a "real estate
mortgage investment conduit" within
the meaning of the REMIC Provisions.
"JFK Medical Pavilion II Loan REMIC Regular Interest" shall mean
the
uncertificated regular interest in the JFK
Medical Pavilion II Loan. The
principal balance of the JFK Medical
Pavilion II Loan REMIC Regular Interest
shall equal the outstanding Stated
Principal Balance of the JFK Medical Pavilion
II Loan (or, if applicable, the deemed
Stated Principal Balance of any successor
REO Mortgage Loan). Payments of principal,
interest and prepayment premiums
received on or in respect of the JFK
Medical Pavilion II Loan (or any beneficial
interest in any related Mortgaged Property)
shall be deemed distributable on the
JFK Medical Pavilion II Loan REMIC Regular
Interest, and other collections of
amounts received on or in respect of the
JFK Medical Pavilion II Loan shall be
deemed distributable to the Trust Fund
other than on the JFK Medical Pavilion II
Loan REMIC Regular Interest.
"JFK Medical Pavilion II Loan REMIC Residual Interest" shall
mean,
the sole class of "residual interest" in
the JFK Medical Pavilion II Loan REMIC,
represented by the Class LR
Certificates.
"Junior Loan": The CBA B Loans, each of which is subordinate in
right of payment to the related A Loan.
"Junior Loan Holder": Any holder of a Junior Loan or any
successor
REO Mortgage Loan with respect thereto.
"Late Collections": With respect to any Trust Mortgage Loan or any
B
Loan, all amounts (except Penalty Charges)
received thereon during any
Collection Period, whether as payments,
Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise, which
represent late payments or collections
of principal or interest due in respect of
such Mortgage Loan (without regard to
any acceleration of amounts due thereunder
by reason of default) on a Due Date
in a previous Collection Period and not
previously received. With respect to any
REO Mortgage Loan, all amounts (except
Penalty Charges) received in connection
with the related REO Property during any
Collection Period, whether as Insurance
and Condemnation Proceeds, Liquidation
Proceeds, REO Revenues or otherwise,
which represent late collections of
principal or interest due or deemed due in
respect of such REO Mortgage Loan or the
predecessor Mortgage Loan (without
regard to any acceleration of amounts due
under the predecessor Mortgage Loan by
reason of default) on a Due Date in a
previous Collection Period and not
previously received.
"Lennar": As defined in the Preliminary Statement to this
Agreement.
"Letter of Credit":
With respect to any Mortgage Loan, any
third-party letter of credit delivered by or
at the direction of the Borrower
pursuant to the terms of such Mortgage Loan
in lieu of the
establishment of,
or deposit otherwise required to be made
into, a reserve fund.
"Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i)
payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery
Determination with respect to such
Mortgage Loan or REO Property; (iii) in the
case of a Trust Mortgage Loan, the
repurchase or replacement of such Trust
Mortgage Loan by the related Mortgage
Loan Seller pursuant to Section 7 of the
related Mortgage Loan Purchase
Agreement or by the Column Performance
Guarantor pursuant to the Column
Performance Guarantee; (iv) in the case of
a Defaulted Trust Mortgage Loan, the
purchase of such Trust Mortgage Loan by the
Series 2005-C1 Directing
Certificateholder or the Special Servicer
or any assignee or Affiliate of either
of the foregoing pursuant to Section 3.18;
(v) in the case of any CBA A/B
Mortgage Loan Combination, the purchase of
the related CBA A Loan by the related
B Loan Holder pursuant to the related CBA
A/B Intercreditor Agreement; (vi) the
purchase of such Mortgage Loan by a related
Mezzanine Loan Holder; (vii) the
sale or other liquidation of such REO
Property hereunder; or (viii) the purchase
of such Mortgage Loan (if it is a Trust
Mortgage Loan) or REO Property by the
Holders of more than 50% of the Percentage
Interests in the Controlling Class,
the Special Servicer or the Master Servicer
pursuant to Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and
owing (but not otherwise covered by
Servicing Advances) in connection with the
liquidation of any Specially Serviced
Mortgage Loan or REO Property (including
legal fees and expenses, committee or
referee fees and, if applicable, brokerage
commissions and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to any Trust Mortgage Loan
repurchased by the applicable Mortgage Loan
Seller (or guarantor) after the Initial
Resolution Period as described in
Section 2.03 or any Specially Serviced
Trust Mortgage Loan or REO Trust Mortgage
Loan as to which the Special Servicer
receives a full, partial or discounted
payoff with respect thereto from the
related Borrower or Mortgage Loan Seller
(or guarantor) or any Liquidation Proceeds
with respect thereto, all as provided
in Section 3.11(b).
"Liquidation Fee Rate": 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues)
received by the Master Servicer or
Special Servicer, in connection with: (i)
the liquidation of a Mortgaged
Property or other collateral constituting
security for a defaulted Mortgage Loan
through trustee's sale, foreclosure sale,
REO Disposition or otherwise,
exclusive of any portion thereof required
to be released to the related
Borrower; (ii) the realization upon any
deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted
Trust Mortgage Loan by the Series
2005-C1 Directing Certificateholder or the
Special Servicer or any assignee or
Affiliate of either of the foregoing
pursuant to Section 3.18; (iv) the
repurchase or replacement of a Trust
Mortgage Loan by any Mortgage Loan Seller
pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage Loan, by
the Column Performance Guarantor
pursuant to the Column Performance
Guarantee; (v) the purchase of a CBA A Loan
by the related B Loan Holder pursuant to
the related Intercreditor Agreement;
(vi) the purchase of any Mortgage Loan by a
related Mezzanine Loan Holder; or
(vii) the purchase of all Trust Mortgage
Loans and REO Properties by Holders of
more than 50% of the Percentage Interests
in the Controlling Class, the Special
Servicer or the Master Servicer pursuant to
Section 9.01.
"Loan Agreement": With respect to any Mortgage Loan, the loan
agreement, if any, between the related
Mortgage Loan Originator and the
Borrower, pursuant to which such Mortgage
Loan was made.
"Loan-to-Value Ratio": With respect to any Trust Mortgage Loan,
as
of any date of determination, the fraction,
expressed as a percentage, the
numerator of which is the principal balance
of such Trust Mortgage Loan (or, in
the case of any CBA A Loan, of the CBA A/B
Mortgage Loan Combination) at the
time of determination, and the denominator
of which is the Appraised Value of
the related Mortgaged Property.
"Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any
documents relating to a Mortgage Loan
to receive revenues therefrom. Any Lock-Box
Account shall be beneficially owned
for federal income tax purposes by the
Person who is entitled to receive the
reinvestment income or gain thereon in
accordance with the terms and provisions
of the related Mortgage Loan and Section
3.06, which Person shall, if required
under the Code, be taxed on all
reinvestment income or gain thereon. The Master
Servicer shall be permitted to make
withdrawals therefrom for deposit into the
related Cash Collateral Accounts.
"Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box agreement, if any, between the
applicable Mortgage Loan Originator or
the applicable Mortgage Loan Seller and the
related Borrower, pursuant to which
the related Lock-Box Account may have been
established.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Mortgage Loan, the
Management Agreement, if any, by and
between the Manager and the related
Borrower, or any successor Management
Agreement between such parties.
"Manager": With respect to any Mortgage Loan, any property
manager
for the related Mortgaged Property or
Mortgaged Properties.
"Master Servicer": GMACCM, in its capacity as master servicer
hereunder, or any successor master servicer
appointed as herein provided.
"Master Servicer Account": As defined in Section 3.06(a).
"Master Servicer Employees": As defined in Section 3.07(c).
"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day preceding such
Distribution Date.
"Master Servicing Fee": With respect to each Trust Mortgage Loan
and
REO Trust Mortgage Loan, the fee payable to
the Master Servicer pursuant to the
first paragraph of Section 3.11(a). In the
case of the JFK Medical Pavilion II
Loan, "Trust Mortgage Loan" shall refer to
the JFK Medical Pavilion II Loan
REMIC Regular Interest for purposes of this
definition as the context requires.
"Master Servicing Fee Rate": With respect to each Trust
Mortgage
Loan and REO Trust Mortgage Loan, the rate
per annum specified as such on the
Trust Mortgage Loan Schedule. In the case
of the JFK Medical Pavilion II Loan,
"Trust Mortgage Loan" shall refer to the
JFK Medical Pavilion II Loan REMIC
Regular Interest for purposes of this
definition as the context requires.
"Material Breach": As
defined in Section 2.03(b).
"Material Defect": As
defined in Section 2.03(b).
"Maturity Date": With respect to any Mortgage Loan as of any date
of
determination, the date on which the last
payment of principal is due and
payable under the related Note, after
taking into account all Principal
Prepayments received prior to such date of
determination, but without giving
effect to (i) any acceleration of the
principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace
period permitted by the related Note or
(iii) any modification, waiver or amendment
of such Mortgage Loan granted or
agreed to by the Master Servicer or the
Special Servicer pursuant to Section
3.20 occurring prior to such date of
determination.
"Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan", as identified in Exhibit
C-2 attached hereto.
"Mezzanine Loan Collateral": With respect to any Mezzanine Loan,
any
stock, partnership interests, membership
interests or other equity interest in
the related Borrower that has been pledged
pursuant to such Mezzanine Loan.
"Mezzanine Loan
Holder": With respect to any Mezzanine Loan, the
holder or obligee thereof.
"Monthly Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates, the
Accrued Certificate Interest Amount
for such Class for such Distribution
Date.
"Monthly Payment": With respect to any Mortgage Loan (other than
any
REO Mortgage Loan) and any Due Date, the
scheduled monthly payment of principal,
if any, and interest at the Mortgage Rate,
excluding any Balloon Payment or
Excess Interest, which is payable by the
related Borrower on such Due Date under
the related Note (as such terms may be
changed or modified in connection with a
bankruptcy or similar proceeding involving
the related Borrower or by reason of
a modification, waiver or amendment of such
Mortgage Loan granted or agreed to
by the Master Servicer or Special Servicer
pursuant to Section 3.20), without
regard to any acceleration of principal of
such Mortgage Loan by reason of a
default thereunder. With respect to an REO
Mortgage Loan, the monthly payment,
excluding any Balloon Payment or Excess
Interest, that would otherwise have been
payable on the related Due Date had the
related Note not been discharged,
determined as set forth in the preceding
sentence and on the assumption that all
other amounts, if any, due thereunder are
paid when due.
"Moody's": 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 other parties
hereto, 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; provided, however, that if such
designated party has not then
assigned a rating to a depository
institution, insurer or any other Person or
item, then any failure to satisfy a
requirement under this Agreement to meet or
maintain such equivalent rating shall not
be deemed an Event of Default or
breach of the Servicing Standard solely as
a result of such failure. References
herein to "applicable rating category"
(other than such references to "highest
applicable rating category") shall, in the
case of Moody's, be deemed to refer
to such applicable rating category of
Moody's, without regard to any plus or
minus or other comparable rating
qualification.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed
of
trust, deed to secure debt or other
instrument securing a Note and creating a
lien on the related Mortgaged Property.
"Mortgage File": With respect to any Trust Mortgage Loan, the
following documents:
(i) the original Note (or a lost note affidavit), bearing, or
accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement, assignment
or
allonge from the applicable Mortgage Loan Originator either in
blank
or to the applicable Mortgage Loan Seller, and further endorsed
(at
the direction of the Depositor given pursuant to the related
Mortgage Loan Purchase Agreement) by the applicable Mortgage
Loan
Seller, on its face or by allonge attached thereto, without
recourse, in blank or to the order of the Trustee in the
following
form: "Pay to the order of Wells Fargo Bank, N.A., as trustee
for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2005-C1, without recourse, representation or warranty,
express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof,
or if such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy
thereof
from the applicable recording office, and originals or
counterparts
(or originals or copies of certified copies from the applicable
recording office) of any intervening assignments thereof from
the
related Mortgage Loan Originator to the applicable Mortgage
Loan
Seller, in each case in the form submitted for recording or, if
recorded, with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from the
applicable Mortgage Loan Seller (or the Mortgage Loan
Originator),
either in blank or to "Wells Fargo Bank, N.A., as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C1";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from
the
Mortgage), and the originals, counterparts or copies of any
intervening assignments thereof from the applicable Mortgage
Loan
Originator of the Trust Mortgage Loan to the applicable
Mortgage
Loan Seller, in each case in the form submitted for recording or,
if
recorded, with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to clause (iii) above), in
recordable form (except for any missing recording information
and,
if applicable, completion of the name of the assignee), from
the
Mortgage Loan Seller (or the Mortgage Loan Originator), either
in
blank or to "Wells
Fargo Bank, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-C1";
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof from
the
applicable Mortgage Loan Originator of the Trust Mortgage Loan
to
the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to clause (iii) above),
from
the Mortgage Loan Seller or the applicable Mortgage Loan
Originator,
either in blank or to "Wells Fargo Bank, N.A., as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C1", which assignment may be included as part of an
omnibus
assignment covering other documents relating to the Trust
Mortgage
Loan; provided that such omnibus assignment is effective under
applicable law;
(viii) originals or copies of all (A) assumption agreements,
(B) modifications, (C) written assurance agreements and (D)
substitution agreements, together with any evidence of
recording
thereon or in the form submitted for recording, when appropriate,
in
those instances where the terms or provisions of the Mortgage,
Note
or any related
security document have been modified or the Trust
Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof (together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy), or if the
policy
has not yet been issued, the original or a copy of a binding
written
commitment (which may be a pro forma or specimen title
insurance
policy which has been accepted or approved in writing by the
related
title insurance company, or escrow instructions binding on the
title
insurer irrevocably obligating the title insurer to issue such
title
insurance policy) or interim binder, relating to the Trust
Mortgage
Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Trust Mortgage Loan;
(xi) certified or other copies of all UCC Financing Statements
and continuation statements which show the filing or recording
thereof or copies thereof in the form submitted for filing or
recording sufficient to perfect (and maintain the perfection of)
the
security interest held by the Mortgage Loan Originator (and
each
assignee of record prior to the Trustee) in and to the personalty
of
the Borrower at the Mortgaged Property that is described in the
related Mortgage or a separate security agreement, and original
UCC
Financing Statement assignments in a form suitable for filing
or
recording, sufficient to transfer such to the Trustee;
(xii) the original or copy of the power of attorney (with
evidence of recording thereon) granted by the Borrower if the
Mortgage, Note or other document or instrument referred to above
was
not signed by the Borrower;
(xiii) with respect to any debt of a Borrower permitted under
the Trust Mortgage Loan, an original or copy of the
subordination
agreement, standstill agreement or other intercreditor, co-lender
or
similar agreement relating to such other debt, if any, including
(if
and as applicable) any Intercreditor Agreement, mezzanine loan
documents or preferred equity documents, together with, if the
Trust
Mortgage Loan is an A Loan, a copy of the Note for each related
B
Loan;
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related cash
collateral control agreement or lock-box control agreement, as
applicable, and a copy of the UCC Financing Statements, if any,
submitted for filing with respect to the related Mortgage Loan
Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together with
UCC
Financing Statement assignments in a form suitable for filing
or
recording, sufficient to transfer such to the Trustee on behalf
of
the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage) and an original or copy of
any
related Lock-Box Agreement or Cash Collateral Agreement (if
separate
from the related Mortgage and Loan Agreement);
(xvi) the originals of Letters of Credit, if any, relating to
the Trust Mortgage Loan, provided that in connection with the
delivery of the Mortgage File to the Trust, such originals shall
be
delivered to the Master Servicer and copies thereof shall be
delivered to the Trustee;
(xvii) any environmental insurance policies and any
environmental guaranty or indemnity agreements or copies
thereof;
(xviii) the original Ground Lease, Ground Lease estoppels and
any amendments thereto, if any, or a copy thereof;
(xix) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer or assignment documents;
(xx) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xxi) the checklist of the related Loan Documents, if any,
that is included in the Mortgage File for the related Loan; and
(xxii) with respect to the JFK Medical Pavilion II Loan, the
original or a copy of the related REMIC Declaration and copies
of
IRS Form SS4 and Form 8811 filed with the IRS relating to that
loan
REMIC.
Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term
shall not be deemed to include such
documents and instruments required to be
included therein unless they are
actually so received. If any B Loan is
being serviced and administered
hereunder, the Mortgage File for the
related Trust Mortgage Loan shall also
constitute the Mortgage File for such B
Loan.
"Mortgage Interest Accrual Period": With respect to any
Mortgage
Loan, the period during which interest
payable on any particular related Due
Date accrues pursuant to the related
Note.
"Mortgage Loan": Any Trust Mortgage Loan or, to the extent
being
serviced hereunder, any B Loan.
"Mortgage Loan Combination": Any CBA A/B Mortgage Loan
Combination.
"Mortgage Loan Combination Custodial Account": With respect to
any
Mortgage Loan Combination, the segregated
account or accounts (or, subject to
Section 3.04(h), the sub-account) created
and maintained by the Master Servicer
pursuant to Section 3.04(e) in the name of
the Trustee on behalf of the
Certificateholders and the related B Loan
Holder, which, subject to Section
3.04(h), shall be entitled substantially as
follows: "GMAC Commercial Mortgage
Corporation [or the name of any successor
Master Servicer], as Master Servicer,
in trust for Wells Fargo Bank, N.A. [or the
name of any successor Trustee], as
Trustee, on behalf of Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C1 and [name
of the related B Loan Holder], as their
interests may appear". Each Mortgage
Loan Combination Custodial Account shall be
an Eligible Account (or, subject to
Section 3.04(h), a sub-account of an
Eligible Account) and, only to the extent
of amounts therein relating to the subject
A Loan, shall be part of REMIC I.
"Mortgage Loan Documents": With respect to each Mortgage Loan,
to
the extent applicable, the Loan Agreement,
the Mortgage, the Note, the
Assignment of Leases (if separate from the
Mortgage), the Security Agreement,
any cash management agreement, any Ground
Lease, any Letters of Credit, escrow
or reserve account information relating to
the Additional Collateral Trust
Mortgage Loans, any UCC Financing
Statements, the title insurance policy (or
escrow instructions binding on the title
insurer irrevocably obligating the
title insurer to issue such title insurance
policy), all surveys, all insurance
policies, any environmental liability
agreements, any escrow agreements for
improvements or lease-up, any guaranties
related to such Mortgage Loan, any
prior assignments of Mortgage in the event
that the related Mortgage Loan Seller
is not the originator of record, any
collateral assignments of property
management agreements and other servicing
agreements required by the applicable
commitment and other loan documents, any
preferred equity and mezzanine loan
documents and all modification,
consolidation and extension agreements, if any.
"Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.
"Mortgage Loan Purchase Agreement": Either of the Column
Mortgage
Loan Purchase Agreement or the GMACCM
Mortgage Loan Purchase Agreement.
"Mortgage Loan Sellers": Together, Column and GMACCM.
"Mortgage Pool": All of the Trust Mortgage Loans and any
successor
REO Trust Mortgage Loans, collectively, as
of any particular date of
determination. The Mortgage Pool shall not
include any Junior Loans.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or
prior
to its Maturity Date, the annual rate at
which interest is scheduled (in the
absence of a default and without giving
effect to any Revised Rate) to accrue on
such Mortgage Loan from time to time in
accordance with the related Note and
applicable law; provided, however, that the
Mortgage Rate for any GMACCM Fixed
Interest Amount Loan during the related
GMACCM Fixed Interest Period shall be
the interest rate effective during such
GMACCM Fixed Interest Period, calculated
based on (a) the annual rate at which
interest is scheduled (in the absence of a
default and without giving effect to any
Revised Rate) to accrue on such
Mortgage Loan from time to time in
accordance with the related Note and
applicable law, (b) the assumption of a
year consisting of twelve 30-day months,
and (c) in the case of the GMACCM Fixed
Interest Amount Loans identified on the
Trust Mortgage Loan Schedule as Carole
Properties Portfolio, Hanford Town Center
and The Mall at Yuba City, applying an
adjustment factor of 1.0138889; (ii) any
Mortgage Loan after its Maturity Date, the
annualized rate described in clause
(i) above determined without regard to the
passage of such Maturity Date; and
(iii) any REO Mortgage Loan, the annualized
rate described in clause (i) or
(ii), as applicable, above, determined as
if the predecessor Mortgage Loan had
remained outstanding. In the case of the
JFK Medical Pavilion II Loan, "Mortgage
Loan" shall refer to the JFK Medical
Pavilion II Loan REMIC Regular Interest for
purposes of this definition and not the
underlying Mortgage Loan or REO Mortgage
Loan.
"Mortgaged Property": The underlying real property (including
any
REO Property) that secures a Mortgage Loan,
in each case consisting of a parcel
or parcels of land improved by a commercial
and/or multifamily building or
facility, together with any personal
property (to the extent the same are owned
by the Borrower and necessary in connection
with the operation of the related
property), fixtures, leases and other
property or rights pertaining thereto.
"Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through
which such holder takes actions with
respect to such Mortgage Loan.
"Net Investment Earnings": (i) With respect to any of the
Collection
Account, any Mortgage Loan Combination
Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing
Account or the REO Account, for any
Collection Period, and (ii) with respect to
any of the Distribution Account, the
Excess Liquidation Proceeds Account, the
Grantor Trust Distribution Account and
the Interest Reserve Account, for any
one-month period ending on a Distribution
Date, the amount, if any, by which the
aggregate of all interest and other
income realized during such period on funds
relating to the Trust Fund held in
such account (and which is not required to
be paid to the related Borrower)
exceeds the aggregate of all losses, if
any, incurred during such period in
connection with the investment of such
funds in accordance with Section 3.06.
"Net Investment Loss": (i) With respect to any of the
Collection
Account, any Mortgage Loan Combination
Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing
Account or the REO Account, for any
Collection Period and (ii) with respect to
any of the Distribution Account, the
Excess Liquidation Proceeds Account, the
Grantor Trust Distribution Account and
the Interest Reserve Account, for any
one-month period ending on a Distribution
Date, the amount, if any, by which the
aggregate of all losses, if any, incurred
during such period in connection with the
investment of funds relating to the
Trust Fund held in such account (and which
investment is not directed by the
related Borrower) in accordance with
Section 3.06 exceeds the aggregate of all
interest and other income realized during
such period on such funds.
"Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by
the Trust with respect to any
Specially Serviced Trust Mortgage Loan or
REO Property, over (b) the amount of
all Liquidation Expenses incurred with
respect thereto.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto)
that accrues interest on a 30/360
Basis and any GMACCM Fixed Interest Amount
Loan during the related GMACCM Fixed
Interest Period, for any Distribution Date,
an annual rate equal to the Original
Net Mortgage Rate for such Trust Mortgage
Loan; and
(B) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto)
that accrues interest on an Actual/360
Basis, the JFK Medical Pavilion II Loan
REMIC Regular Interest and any GMACCM
Fixed Interest Amount Loan after the
expiration of the related GMACCM Fixed
Interest Period, for any Distribution Date,
an annual rate generally equal to
twelve times a fraction, expressed as a
percentage:
(1) the
numerator of which fraction is, subject to adjustment as
described below in this definition, an amount of interest
equal to the product of (a) the number of days in the related
Interest Accrual Period (disregarding the last sentence of the
definition of Interest Accrual Period), multiplied by (b) the
Stated Principal Balance of such Trust Mortgage Loan (or such
REO Trust Mortgage Loan) immediately preceding such
Distribution Date, multiplied by (c) 1/360, multiplied by (d)
the Original Net Mortgage Rate for such Trust Mortgage Loan;
and
(2) the
denominator of which is the Stated Principal Balance of
such Trust Mortgage Loan (or such REO Mortgage Loan)
immediately preceding that Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap
year, or February of any year
subsequent to 2005, then the amount of
interest referred to in the fractional
numerator described in clause (B)(1) above
will be decreased to reflect any
Withheld Amounts with respect to the
subject Trust Mortgage Loan (or REO Trust
Mortgage Loan) transferred from the
Distribution Account to the Interest Reserve
Account in such calendar month.
Furthermore, if the subject Distribution Date
occurs during March of any year subsequent
to 2005, then the amount of interest
referred to in the fractional numerator
described in clause (B)(1) above will be
increased to reflect any Withheld Amounts
with respect to the subject Trust
Mortgage Loan (or REO Trust Mortgage Loan)
or the JFK Medical Pavilion II Loan
REMIC Regular Interest transferred from the
Interest Reserve Account to the
Distribution Account for distribution on
such Distribution Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or
REO
Trust Mortgage Loan or the JFK Medical
Pavilion II Loan REMIC Regular Interest
as of any date of determination, a per
annum rate equal to the related Mortgage
Rate minus the related Administrative Fee
Rate.
"Net Operating Income": With respect to any Mortgaged Property,
for
any twelve-month period, the total
operating revenues derived from such
Mortgaged Property during such period,
minus the total operating expenses
incurred in respect of such Mortgaged
Property during such period, other than
(i) non-cash items such as depreciation,
(ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the
related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the
Trust, including any lease renewed,
modified or extended on behalf of the
Trust, if the Trust Fund has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any
portion thereof.
"Nonrecoverable P&I Advance": The portion of any P&I
Advance
previously made or proposed to be made in
respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan (including any
P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount)
which, in the judgment (in accordance with
the Servicing Standard in the case of
judgment by the Master Servicer or the
Special Servicer) of the Master Servicer,
the Special Servicer or the Trustee,
as applicable, will not be ultimately
recoverable, together with any accrued and
unpaid interest thereon, from Late
Collections or any other recovery on or in
respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan. The
determination by the Master Servicer, the
Special Servicer or the Trustee, as
applicable, that it has made (or, in the
case of a determination made by the
Special Servicer, that the Master Servicer
or Trustee has made) a Nonrecoverable
P&I Advance or that any proposed
P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate
delivered (i) to the Trustee and the
Special Servicer, in the case of the Master
Servicer, (ii) to the Master Servicer and
the Trustee in the case of the Special
Servicer, (iii) to the Depositor, the
Master Servicer and the Special Servicer,
in the case of the Trustee, and (iv) in
each case, to the Series 2005-C1
Directing Certificateholder, each Junior
Loan Holder or its designee (if any CBA
A/B Mortgage Loan Combination or any
related REO Trust Mortgage Loan is
involved) and to any Requesting Subordinate
Certificateholder (at the expense of
such Requesting Subordinate
Certificateholder) setting forth such determination
of nonrecoverability and the considerations
of the Master Servicer, the Special
Servicer or the Trustee, as applicable,
forming the basis of such determination
(which shall include but shall not be
limited to information, to the extent
available, such as related income and
expense statements, rent rolls, occupancy
status, property inspections, and shall
include an Appraisal (provided that if
an Appraisal has been obtained within the
past 12 months, no new Appraisal is
required) of the related Mortgaged
Property, the cost of which Appraisal shall,
subject to Section 3.03(c), be advanced by
the Master Servicer as a Servicing
Advance). In addition, in considering
whether a P&I Advance is nonrecoverable,
the Master Servicer, the Special Servicer
or the Trustee, as applicable, will be
entitled to give due regard to the
existence of any outstanding Nonrecoverable
Advance or Workout-Delayed Reimbursement
Amount with respect to any other Trust
Mortgage Loans or REO Trust Mortgage Loans
the reimbursement of which, at the
time of such consideration, is being
deferred or delayed by the Master Servicer
or the Trustee because there is
insufficient principal available for such
reimbursement, in light of the fact that
proceeds of the Trust Mortgage Loan or
REO Trust Mortgage Loan as to which a
nonrecoverability determination is being
made are a source of reimbursement not only
for the P&I Advance under
consideration, but also as a potential
source of the reimbursement of the
outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's
Certificate referred to in the second
preceding sentence shall be accompanied by
the Appraisal and all other
supporting documentation relevant to the
subject parties' nonrecoverability
determination. The Trustee shall be
entitled to conclusively rely on the Master
Servicer's determination that a P&I
Advance is nonrecoverable. The Master
Servicer and the Trustee shall conclusively
rely on and be bound by the Special
Servicer's determination that a P&I
Advance is nonrecoverable, provided,
however, that in the absence of such
determination by the Special Servicer, the
Master Servicer and the Trustee will be
entitled to make their own determination
that a P&I Advance is nonrecoverable,
and in no event shall a determination by
the Special Servicer that a previously made
or proposed P&I Advance would be
recoverable be binding on the Master
Servicer or Trustee.
"Nonrecoverable Servicing Advance": The portion of any
Servicing Advance previously made or
proposed to be made in respect of a
Mortgage Loan or REO Property (including
any Servicing Advance that constitutes
a Workout-Delayed Reimbursement Amount)
which, in the judgment (in accordance
with the Servicing Standard in the case of
judgment by the Master Servicer or
the Special Servicer) of the Master
Servicer, the Special Servicer or the
Trustee, as the case may be, will not be
ultimately recoverable, together with
any accrued and unpaid interest thereon,
from Late Collections or any other
recovery on or in respect of such Mortgage
Loan or REO Property. The
determination by the Master Servicer, the
Special Servicer or the Trustee, as
the case may be, that it has made (or, in
the case of a determination made by
the Special Servicer, that the Master
Servicer, the Special Servicer or the
Trustee has made) a Nonrecoverable
Servicing Advance or that any proposed
Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance,
shall be evidenced by an Officer's
Certificate delivered (i) to the Trustee and
the Special Servicer, in the case of the
Master Servicer, (ii) to the Master
Servicer and the Trustee in the case of the
Special Servicer, (iii) to the
Depositor, the Special Servicer and the
Master Servicer, in the case of the
Trustee, and (iv) and in each case, to the
Series 2005-C1 Directing
Certificateholder, to each Junior Loan
Holder or its designee (if any CBA A/B
Mortgage Loan Combination or any related
REO Property is involved) and to any
Requesting Subordinate Certificateholder
(at the expense of such Requesting
Subordinate Certificateholder). The
Officer's Certificate shall set forth such
determination of nonrecoverability and the
considerations of the Master
Servicer, the Special Servicer or the
Trustee, as applicable, forming the basis
of such determination (which shall include
but shall not be limited to
information, to the extent available, such
as related income and expense
statements, rent rolls, occupancy status
and property inspections, and shall
include an Appraisal (provided that if an
Appraisal has been obtained within the
past 12 months, no new Appraisal is
required) of the related Mortgaged Property,
the cost of which Appraisal shall, subject
to Section 3.03(c), be advanced by
the Master Servicer as a Servicing
Advance). In addition, in considering whether
a Servicing Advance is nonrecoverable, the
Master Servicer, the Special Servicer
or the Trustee, as applicable, will be
entitled to give due regard to the
existence of any outstanding Nonrecoverable
Advance or Workout-Delayed
Reimbursement Amount with respect to any
other Trust Mortgage Loans or REO Trust
Mortgage Loans the reimbursement of which,
at the time of such consideration, is
being deferred or delayed by the Master
Servicer or the Trustee because there is
insufficient principal available for such
reimbursement, in light of the fact
that proceeds of the Trust Mortgage Loan or
REO Trust Mortgage Loan as to which
a nonrecoverability determination is being
made are a source of reimbursement
not only for the Servicing Advance under
consideration, but also as a potential
source of the reimbursement of the
outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's
Certificate referred to in the second
preceding sentence shall be accompanied by
the Appraisal and all other supporting
documentation relevant to the subject
parties' nonrecoverability determination.
The Trustee will be entitled to
conclusively rely on the Master Servicer's
determination that a Servicing
Advance is nonrecoverable. The Master
Servicer and the Trustee shall
conclusively rely on and be bound by the
Special Servicer's determination that a
Servicing Advance is a Nonrecoverable
Servicing Advance, provided, however, that
in the absence of such determination by the
Special Servicer, the Master
Servicer and the Trustee will be entitled
to make their own determination that a
Servicing Advance is a Nonrecoverable
Servicing Advance, and in no event shall a
determination by the Special Servicer that
a previously made or proposed
Servicing Advance would be recoverable be
binding on the Master Servicer or
Trustee.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the
Securities Act. As of the Closing Date, the
Class A-SP, Class A-X, Class E, Class F,
Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class
P, Class R, Class LR and Class V
Certificates will constitute Non-Registered
Certificates.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the
indebtedness of a Borrower under a Mortgage
Loan, together with any rider, addendum or
amendment thereto.
"Notional Balance": For any date of determination, the Class
A-X
Notional Amount or the Class A-SP Notional
Amount, as applicable.
"NRSRO": Nationally recognized statistical rating organization
as
the term is used in federal securities
laws.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special
Servicer, or a Responsible Officer of the
Trustee, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the
Master Servicer or the Special Servicer,
acceptable in form and delivered to the
Trustee, except that any opinion of
counsel relating to (a) the qualification
of any REMIC Pool as a REMIC, (b)
compliance with the REMIC Provisions or (c)
the resignation of the Depositor,
the Master Servicer or the Special Servicer
pursuant to Section 6.04 must be an
opinion of counsel that is Independent of
the Depositor, the Master Servicer or
the Special Servicer, as applicable.
"Optimal Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates, the
sum of the Monthly Interest
Distribution Amount and the Unpaid Interest
Shortfall Amount for such Class for
such Distribution Date.
"Original Certificate Balance": With respect to any Class of
Regular
Certificates (other than the Class A-X and
Class A-SP Certificates), the initial
aggregate principal amount thereof as of
the Closing Date, in each case as
specified in the Preliminary Statement
hereto.
"Original Column Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original GMACCM Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original Net Mortgage Rate": With respect to any Trust
Mortgage
Loan, the Net Mortgage Rate in effect for
such Trust Mortgage Loan as of the
Closing Date (or, in the case of any Trust
Mortgage Loan substituted in
replacement of another Trust Mortgage Loan
pursuant to or as contemplated by the
related Mortgage Loan Purchase Agreement,
as of the date of substitution). In
the case of the JFK Medical Pavilion II
Loan, "Trust Mortgage Loan" shall refer
to the JFK Medical Pavilion II Loan REMIC
Regular Interest for purposes of this
definition and not the underlying Trust
Mortgage Loan.
"Original REMIC I Principal Amount": With respect to any Class
of
Uncertificated REMIC I Interests, the
principal amount thereof as of the Closing
Date, in each case as specified in the
Preliminary Statement hereto.
"Original Trust Mortgage Loans": As defined in the Preliminary
Statement to this Agreement.
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection
with the origination of the related
Trust Mortgage Loan.
"Origination Required Insurance Amounts": As defined in Section
3.07(h).
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": In the case of any Certificate, any
ownership
or security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Trust Mortgage Loan or REO Trust
Mortgage
Loan, any advance made by the Master
Servicer or the Trustee, as applicable,
pursuant to Section 4.03 or Section
7.05.
"Pass-Through Rate": With respect to each Class of Certificates,
the
respective per annum rate listed below:
Class A-1:
Class A-1 Pass-Through Rate
Class A-2:
Class A-2 Pass-Through Rate
Class A-3:
Class A-3 Pass-Through Rate
Class A-AB:
Class A-AB Pass-Through Rate
Class A-4:
Class A-4 Pass-Through Rate
Class A-X:
Class A-X Pass-Through Rate
Class A-SP:
Class A-SP Pass-Through Rate
Class A-J:
Class A-J Pass-Through Rate
Class B:
Class B Pass-Through Rate
Class C:
Class C Pass-Through Rate
Class D:
Class D Pass-Through Rate
Class E:
Class E Pass-Through Rate
Class F:
Class F Pass-Through Rate
Class G:
Class G Pass-Through Rate
Class H:
Class H Pass-Through Rate
Class J:
Class J Pass-Through Rate
Class K:
Class K Pass-Through Rate
Class L:
Class L Pass-Through Rate
Class M:
Class M Pass-Through Rate
Class N:
Class N Pass-Through Rate
Class O:
Class O Pass-Through Rate
Class P:
Class P Pass-Through Rate
"Penalty Charges": The Default Interest and/or late payment
charges
that are paid or payable, as the context
may require, in respect of any Mortgage
Loan or REO Mortgage Loan.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions
required to be made with respect to
the related Class. With respect to any
Regular Certificate, the percentage
interest equal to the denomination of such
Certificate divided by the initial
Certificate Balance (or, in the case of the
Class A-X and Class A-SP
Certificates, the Notional Balance) of such
Class of Certificates as of the
Closing Date. With respect to a Class V or
Residual Certificate, the percentage
interest as set forth on the face
thereof.
"Performing Mortgage Loan": Any Performing Trust Mortgage Loan
or
any B Loan as to which the related Trust
Mortgage Loan is a Performing Trust
Mortgage Loan.
"Performing Party": As defined in Section 3.26(b).
"Performing Trust Mortgage Loan": As of any date of
determination,
any Trust Mortgage Loan as to which no
Servicing Transfer Event then exists as
described in the definition of "Servicing
Transfer Event".
"Permitted Investments": Any one or more of the following
obligations or securities, regardless
whether issued by the Depositor, the
Master Servicer, the Special Servicer, the
Trustee or any of their respective
Affiliates and having the required ratings,
if any, provided for in this
definition:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America, FNMA, FHLMC or any agency or instrumentality of the
United
States of America; provided that such obligations have a
remaining
term to maturity of one year or less from the date of
acquisition
and which are backed by the full faith and credit of the United
States of America; provided, further, that any obligation of,
or
guarantee by, FNMA or FHLMC, other than an unsecured senior
debt
obligation of FNMA or FHLMC, shall be a Permitted Investment only
if
such investment would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any
Certificate as confirmed in writing;
(ii) time deposits, unsecured certificates of deposit or
bankers' acceptances that mature in one year or less after the
date
of issuance and are issued or held by any depository institution
or
trust company incorporated or organized under the laws of the
United
States of America or any State thereof and subject to
supervision
and examination by federal or state banking authorities, so long
as
the commercial paper or other short-term debt obligations of
such
depository institution or trust company are rated in the
highest
short-term debt rating category of each Rating Agency or such
other
ratings as will not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate, as confirmed in writing by such
Rating
Agency;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations maturing in one year or less from the
date of acquisition bearing interest or sold at a discount issued
by
any corporation incorporated under the laws of the United States
of
America or any state thereof, which securities have (A) ratings
in
the highest long-term unsecured debt rating category of each
Rating
Agency or (B) such other ratings (as confirmed by the
applicable
Rating Agency in writing) as will not result in a downgrade,
qualification or withdrawal of the then-current rating of the
Certificates that are currently being rated by such Rating
Agency;
provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then outstanding principal
amount
of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all
Permitted Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) payable
on
demand or on a specified date maturing in one year or less after
the
date of issuance thereof and which is rated in the highest
short-term unsecured debt rating category of each Rating
Agency;
(vi) units of investment funds that maintain a constant net
asset value and money market funds having the highest rating
from
each Rating Agency for money market funds; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, with respect to which each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then-current rating of the Certificates that are currently
being
rated by such Rating Agency;
provided that such instrument or security
qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the
Code.
"Permitted Mezzanine Loan Holder": With respect to any
Mezzanine
Loan, the related Mortgage Loan Seller, any
Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to
which each Rating Agency has
confirmed in writing to the Special
Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would
not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's
then-current ratings on the
Certificates.
"Permitted Transferee": Any Transferee of a Class R or Class LR
Certificate other than a Disqualified
Organization, a Non-United States Tax
Person or a foreign permanent establishment
or fixed base (each within the
meaning of the applicable income tax
treaty) of a United States Tax Person;
provided, however, that if a Transferee is
classified as a partnership under the
Code, such Transferee shall only be a
Permitted Transferee if all of its
beneficial owners are United States Tax
Persons and the governing documents of
the Transferee prohibit a transfer of any
interest in the Transferee to any
Non-United States Tax Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Phase I Environmental Assessment": A "Phase I assessment" as
described in and meeting the criteria of
the American Society for Testing and
Materials, Designation E-1527.
"Plan": Any of those retirement plans and other employee
benefit
plans, including individual retirement
accounts and annuities, Keogh plans and
collective investment funds and separate
accounts in which such plans, accounts
or arrangements are invested, including
insurance company general accounts, that
are subject to Title I of ERISA, Section
4975 of the Code or Similar Law.
"Plurality Residual Certificateholder": As to any taxable year
of
(i) REMIC I and the JFK Medical Pavilion II
Loan REMIC or (ii) REMIC II, the
Holder of Certificates evidencing the
largest Percentage Interest in the (i)
Class LR Certificates or (ii) Class R
Certificates, respectively.
"Prepayment Assumption": With respect to all Trust Mortgage
Loans
other than the ARD Trust Mortgage Loans,
the assumption that all payments
required to be made on such Trust Mortgage
Loans according to their contractual
terms (including repayment in full on their
respective maturity dates) are so
made. With respect to all ARD Trust
Mortgage Loans, the assumption that the ARD
Trust Mortgage Loans will be fully prepaid
on their related Anticipated
Repayment Dates.
"Prepayment Date": With respect to any Principal Prepayment,
the
date on which such Principal Prepayment is
to be made.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Trust Mortgage Loan that was
subject to Principal Prepayment in full or
in part, or as to which Insurance and
Condemnation Proceeds were received by the
Master Servicer or Special Servicer for
application to such Trust Mortgage Loan,
in each case after the Due Date in the
month of such Distribution Date and on or
prior to the related Determination Date,
the amount of interest accrued at the
related Net Mortgage Rate for such Trust
Mortgage Loan, on the amount of such
Principal Prepayment or, insofar as they
represent an early collection of
principal, such Insurance and Condemnation
Proceeds (net of any portion of such
interest that represents Penalty Charges or
Excess Interest) after the end of
the Mortgage Interest Accrual Period
relating to such Due Date and accruing in
the manner set forth in the Mortgage Loan
Documents relating to such Trust
Mortgage Loan, to the extent such interest
is collected by the Master Servicer
or the Special Servicer.
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Trust Mortgage Loan that was
subject to a Principal Prepayment in
full or in part, or as to which Insurance
and Condemnation Proceeds were
received by the Master Servicer or Special
Servicer for application to such
Trust Mortgage Loan, in each case after the
Determination Date in the calendar
month preceding such Distribution Date but
prior to the Due Date in the related
Collection Period to the extent not
collected from the borrower, the amount of
uncollected interest that would have
accrued at the Net Mortgage Rate for such
Trust Mortgage Loan, plus the Trustee Fee
Rate, on the amount of such Principal
Prepayment or, insofar as they represent an
early collection of principal, such
Insurance and Condemnation Proceeds (net of
any portion of such interest that
represents Penalty Charges or Excess
Interest) during the period commencing on
the date as of which such Principal
Prepayment or Insurance and Condemnation
Proceeds were applied to the unpaid
principal balance of the Trust Mortgage Loan
and ending on (and including) the day
immediately preceding such Due Date. A
Prepayment Interest Shortfall in respect of
the JFK Medical Pavilion II Loan
shall be a Prepayment Interest Shortfall in
respect of the JFK Medical Pavilion
II Loan REMIC Regular Interest.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such
"prime rate" may change from time to
time. If The Wall Street Journal ceases to
publish the "prime rate", then the
Trustee, in its sole discretion, shall
select an equivalent publication that
publishes such "prime rate"; and if such
"prime rate" is no longer generally
published or is limited, regulated or
administered by a governmental or
quasi-governmental body, then the Trustee
shall select a comparable interest
rate index. In either case, such selection
shall be made by the Trustee in its
sole discretion and the Trustee shall
notify the Master Servicer and the Special
Servicer in writing of its selection.
"Principal Balance Certificate": Any of the Class A-1, Class
A-2,
Class A-3, Class A-AB, Class A-4, 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.
"Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is
received in advance of its scheduled Due
Date and that is not accompanied by an
amount of interest (without regard to any
Yield Maintenance Charge and/or Excess
Interest that may have been collected)
representing scheduled interest due on any
date or dates in any month or months
subsequent to the month of prepayment;
provided that "Principal Prepayment"
shall not include any such payment of
principal made out of Insurance and
Condemnation Proceeds or Liquidation
Proceeds.
"Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan
Seller, the Series 2005-C1 Directing
Certificateholder, each B Loan Holder, a
Rating Agency, a designee of the
Depositor, a Certificateholder, a
Certificate Owner or, to the extent identified
as such by a Certificateholder or a
Certificate Owner, a prospective purchaser
(or licensed or registered investment
advisor acting on their behalf) of a
Certificate or any interest therein upon
receipt from such Certificate Owner or
prospective purchaser of an investor
certification (which may be in electronic
form), the form of which is attached hereto
as Exhibit S-1 or Exhibit S-2, as
applicable, or any other Person designated
by the Depositor.
"Proposed Plan": As defined in Section 3.17(a).
"Prospectus": The Base Prospectus and the Prospectus
Supplement,
together.
"Prospectus Supplement": That certain prospectus supplement
dated
March 3, 2005, relating to the Registered
Certificates, that is a supplement to
the Base Prospectus.
"PTCE": Prohibited Transaction Class Exemption.
"PTE": Prohibited Transaction Exemption.
"Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller
pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage
Loan, by the Column Performance Guarantor,
(b) the Series 2005-C1 Directing
Certificateholder pursuant to Section
3.18(b), the Special Servicer pursuant to
or as contemplated by Section 3.18(c), or
an assignee or Affiliate of either
thereof, in any case, pending determination
of Fair Value, (c) the related B
Loan Holder with respect to any CBA A/B
Mortgage Loan Combination pursuant to
the related CBA A/B Intercreditor
Agreement, or (d) by the holders of more than
50% of the Percentage Interests in the
Controlling Class, the Special Servicer
or the Master Servicer pursuant to Section
9.01, a price equal to the sum of the
following:
(i) the outstanding principal balance of such Trust Mortgage
Loan as of the date of purchase;
(ii) all accrued and unpaid interest on such Trust Mortgage
Loan (exclusive of Default Interest and Excess Interest, if any)
to
but not including the Due Date in the Collection Period of
purchase
(which includes unpaid Master Servicing Fees) and all related
Special Servicing Fees accrued with respect to such Trust
Mortgage
Loan;
(iii) all related unreimbursed Servicing Advances (or such
Advances reimbursed by the Trust Fund) plus accrued and unpaid
interest on related Advances at the Reimbursement Rate;
(iv) if such Trust Mortgage Loan is being repurchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage
Loan Purchase Agreement or, in the case of a Column Trust
Mortgage
Loan, by the Column Performance Guarantor, in either case,
following
the expiration of the applicable cure period (as it may be
extended), the amount of the Liquidation Fee payable to the
Special
Servicer;
(v) if such Trust Mortgage Loan is being repurchased by the
related B Loan Holder pursuant to the related CBA A/B
Intercreditor
Agreement, the amount of the Liquidation Fee payable to the
Special
Servicer, if such purchase occurs after 90 days of the related
Trust
Mortgage Loan becoming a Specially Serviced Trust Mortgage Loan;
and
(vi) if such Trust Mortgage Loan is being purchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage
Loan Purchase Agreement or, in the case of a Column Trust
Mortgage
Loan, by the Column Performance Guarantor, all reasonable
out-of-pocket expenses reasonably incurred or to be incurred by
the
Master Servicer, the Special Servicer, the Depositor and the
Trustee
in respect of the Breach or Defect giving rise to the
repurchase
obligation, including any expenses arising out of the enforcement
of
the repurchase obligation and any realized losses and Trust
Fund
expenses incurred prior to such purchase date with respect to
such
Trust Mortgage Loan.
With respect to any Defaulted Trust
Mortgage Loan to be purchased by the Series
2005-C1 Directing Certificateholder (or any
assignee thereof) or the Special
Servicer (or any Affiliate thereof)
pursuant to Section 3.18(b) or 3.18(c)
following determination of Fair Value, the
Purchase Price will equal the Fair
Value of such Defaulted Trust Mortgage
Loan. With respect to any REO Property to
be sold pursuant to Section 3.18(e), the
Purchase Price will equal the amount
calculated in accordance with the second
preceding sentence in respect of the
related REO Trust Mortgage Loan (or, if
such REO Property relates to any
Mortgage Loan Combination, in respect of
all of the related REO Mortgage Loans
and treating the B Loans as if they were
Trust Mortgage Loans).
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an
Independent MAI-designated appraiser with
at least five years of experience in
respect of the relevant geographic location
and property type.
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A
under the Securities Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an
insurance company or security or bonding
company qualified to write the related
Insurance Policy in the relevant
jurisdiction and that (X) has a claims
paying ability that is rated (or is
guaranteed or backed in writing by an
entity with long-term unsecured debt that
is rated) at least "A" by Fitch (if then
rated by Fitch) and "A2" by Moody's (if
then rated by Moody's) or (Y) for any
Insurance Policy being maintained by the
related Borrower, an insurance carrier
meeting the requirements of the related
Mortgage Loan Documents, (ii) with respect
to the fidelity bond and errors and
omissions Insurance Policy required to be
maintained pursuant to Section
3.07(c), an insurance company that has a
claims paying ability that is rated (or
is guaranteed or backed by an entity with
long-term unsecured debt that is
rated) no lower than two ratings below the
rating assigned to the then highest
rated outstanding Certificate, but in no
event lower than "A3" by Moody's (if
then rated by Moody's) and "A-" by Fitch
(if then rated by Fitch) or, in the
case of clauses (i) and (ii), such other
rating as each Rating Agency shall have
confirmed in writing will not cause such
Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned
to any of the Certificates that are
then currently being rated by such Rating
Agency.
"Qualified Mortgage": A qualified mortgage within the meaning
of
Section 860G(a)(3) of the Code.
"Qualified Substitute Trust Mortgage Loan": A mortgage loan
which
must, on the date of substitution: (i) have
an outstanding principal balance,
after application of all scheduled payments
of principal and interest due during
or prior to the month of substitution, not
in excess of the Stated Principal
Balance of the Deleted Trust Mortgage Loan
as of the Due Date in the calendar
month during which the substitution occurs;
(ii) have a Mortgage Rate not less
than the Mortgage Rate of the Deleted Trust
Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage
Loan; (iv) accrue interest on the same
Interest Accrual Period as the Deleted
Trust Mortgage Loan; (v) have a remaining
term to stated maturity not greater than,
and not more than two years less than,
the remaining term to stated maturity of
the Deleted Trust Mortgage Loan; (vi)
have an original Loan-to-Value Ratio not
higher than that of the Deleted Trust
Mortgage Loan and a current Loan-to-Value
Ratio not higher than the then current
Loan-to-Value Ratio of the Deleted Trust
Mortgage Loan; (vii) materially comply
as of the date of substitution with all of
the representations and warranties
set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an
Environmental Assessment that indicates no
material adverse environmental
conditions with respect to the related
Mortgaged Property and which will be
delivered as a part of the related Mortgage
File; (ix) have an original Debt
Service Coverage Ratio of not less than the
original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a
current Debt Service Coverage Ratio of
not less than the then-current Debt Service
Coverage Ratio of the Deleted Trust
Mortgage Loan; (x) be determined by an
Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a
"qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the
Code; (xi) not have a maturity date
after the date two years prior to the Rated
Final Distribution Date; (xii) not
be substituted for a Deleted Trust Mortgage
Loan unless the Trustee has received
prior confirmation in writing by each
Rating Agency that such substitution will
not result in the withdrawal, downgrade, or
qualification of the rating assigned
by such Rating Agency to any Class of
Certificates then rated by such Rating
Agency (the cost, if any, of obtaining such
confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii)
have been approved by the Series
2005-C1 Directing Certificateholder in its
sole discretion; (xiv) prohibit
defeasance within two years of the Closing
Date and (xv) not be substituted for
a Deleted Trust Mortgage Loan if it would
result in the termination of the REMIC
status of any REMIC Pool or the imposition
of tax on any of such REMIC Pool
other than a tax on income expressly
permitted or contemplated to be received by
the terms of this Agreement, as determined
by an Opinion of Counsel. In the
event that one or more mortgage loans are
substituted for one or more Deleted
Trust Mortgage Loans, then the amounts
described in clause (i) shall be
determined on the basis of aggregate
principal balances and the rates described
in clause (ii) above and the remaining term
to stated maturity referred to in
clause (v) above shall be determined on a
weighted average basis; provided that
no interest rate on any individual
Qualified Substitute Trust Mortgage Loan,
less the related Master Servicing Fee Rate
and the Trustee Fee Rate may be less
than the lowest fixed Pass-Through Rate on
any Class of Principal Balance
Certificates. When a Qualified Substitute
Trust Mortgage Loan is substituted for
a Deleted Trust Mortgage Loan, the
applicable Mortgage Loan Seller shall certify
that the Trust Mortgage Loan meets all of
the requirements of the above
definition and shall send such
certification to the Trustee. Any Qualified
Substitute Mortgage Loan substituted for
the JFK Medical Pavilion II Loan shall
be an asset solely of the JFK Medical
Pavilion II Loan REMIC.
"Rated Certificate": Any of the Certificates to which a rating
has
been assigned by either Rating Agency at
the request of the Depositor.
"Rated Final Distribution Date": The Distribution Date in
February
2038.
"Rating Agency": Each of Fitch and Moody's.
"Realized Loss": With respect to:
(1) each defaulted Trust Mortgage Loan as to which a Final
Recovery
Determination has been made, or with respect to any successor REO
Trust
Mortgage
Loan as to which a Final Recovery Determination has been made
as
to the
related REO Property, an amount (not less than zero) equal to
(a)
the unpaid
principal balance of such Trust Mortgage Loan or REO Trust
Mortgage
Loan, as the case may be, as of the commencement of the
Collection
Period in which the Final Recovery Determination was made, plus
(b)
without taking into account the amount described in subclause
(1)(c)
of this
definition, all unpaid interest accrued in respect of such
Trust
Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, to but not
including
the related Due Date in the Collection Period in which the
Final
Recovery
Determination was made, exclusive, however, of any portion of
such
unpaid interest that constitutes Default Interest or, in the case
of
an ARD
Trust Mortgage Loan after its Anticipated Repayment Date,
Excess
Interest,
minus (c) all payments and proceeds, if any, received in
respect
of such
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
be, during
the Collection Period in which such Final Recovery
Determination was made that are applied as a recovery of principal
of, or
interest
on, such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may
be;
(2) each defaulted Trust Mortgage Loan as to which any portion
of
the
principal or past due interest payable thereunder was canceled
in
connection
with a bankruptcy, insolvency or similar proceeding involving
the
related Borrower or a modification, waiver or amendment of such
Trust
Mortgage
Loan granted or agreed to by the Master Servicer or the Special
Servicer
pursuant to Section 3.20, the amount of such principal or past
due
interest (other than any Default Interest and, in the case of an
ARD
Trust
Mortgage Loan after its Anticipated Repayment Date, Excess
Interest)
so
canceled; and
(3) each defaulted Trust Mortgage Loan as to which the Mortgage
Rate
thereon
has been permanently reduced and not recaptured for any period
in
connection
with a bankruptcy, insolvency or similar proceeding involving
the
related Borrower or a modification, waiver or amendment of such
Trust
Mortgage
Loan granted or agreed to by the Master Servicer or the Special
Servicer
pursuant to Section 3.20, the amount of any consequent
reduction
in the
interest portion of each successive Monthly Payment due thereon
(each such
Realized Loss to be deemed to have been incurred on the Due
Date for
each affected Monthly Payment).
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately
preceding the month in which such
Distribution Date occurs.
"Reference Rate": With respect to any Distribution Date from
and
including the April 2005 Distribution Date
to and including the March 2012
Distribution Date, the corresponding rate
per annum set forth on Exhibit L
hereto.
"Registered Certificate": Any Certificate that has been subject
to
registration under the Securities Act. As
of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-J, Class B, Class C and
Class D Certificates constitute Registered
Certificates.
"Regular Certificate": Any Class of Certificates other than the
Residual Certificates and Class V
Certificates.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates
offered and sold outside of the United
States in reliance on Regulation S, a
single global Certificate, or multiple
global Certificates collectively, in
definitive, fully registered form without
interest coupon, each of which Certificates
bears a Regulation S Legend.
"Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and
sold outside the United States in
reliance on Regulation S, a legend
generally to the effect that such
Certificates may not be offered, sold,
pledged or otherwise transferred in the
United States or to a United States
Securities Person prior to the Release Date
except pursuant to an exemption from the
registration requirements of the
Securities Act.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in
accordance with Section 3.03(d) and P&I
Advances in accordance with Section
4.03(d), which rate per annum shall equal
the Prime Rate.
"Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R, Class
LR and Class V Certificates), the
date that is 40 days following the later of
(i) the commencement of the offering
of such Non-Registered Certificates to
Persons other than distributors in
reliance upon Regulation S under the
Securities Act and (ii) the date of closing
of such offering.
"Remaining Principal Distribution Amount": As to any
Distribution
Date and any Class of Subordinate
Certificates, the amount, if any, by which the
Total Principal Distribution Amount for
such Distribution Date exceeds the
aggregate amount distributed in respect of
Total Principal Distribution Amounts
on such Distribution Date to all Classes
senior to such Class.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code.
"REMIC I": One of three separate REMICs comprising the Trust
Fund,
the assets of which consist of the Trust
Mortgage Loans (exclusive of any Excess
Interest and the JFK Medical Pavilion II
Loan) or any REO Property with respect
thereto (exclusive of any interest therein
that a B Loan Holder may have), such
amounts related thereto as shall from time
to time be held in the Collection
Account, the Interest Reserve Account, the
REO Account (exclusive of any such
amounts that are allocable to a B Loan), if
any, and the REMIC I Distribution
Account, the JFK Medical Pavilion II Loan
REMIC Regular Interest and, except as
otherwise provided in this Agreement, all
other property included in the Trust
Fund that is not in REMIC II or in the JFK
Medical Pavilion II Loan REMIC or
designated as a grantor trust asset in the
Preliminary Statement hereto. The JFK
Medical Pavilion II Loan, collections
thereon, and any beneficial interest in
the related REO Property acquired under
this Agreement shall be held as assets
of the JFK Medical Pavilion II Loan
REMIC.
"REMIC Declaration": The declaration establishing the JFK
Medical
Pavilion II Loan REMIC described in the
Preliminary Statement.
"REMIC I Distribution Account": The account, accounts or, subject
to
Section 3.04(h), subaccount created and
maintained by the Trustee, which,
subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or the
name of any successor Trustee], as Trustee,
in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C1, REMIC I
Distribution Account", and which shall be
an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible
Account.
"REMIC I Distribution Amount": As defined in Section 4.01(b).
"REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, (i) on or
prior to the first Distribution
Date, an amount equal to the Original REMIC
I Principal Amount of such Class as
specified in the Preliminary Statement
hereto, and (ii) as of any date of
determination after the first Distribution
Date, an amount equal to the
Certificate Balance of the Class of Related
Certificates on the Distribution
Date immediately prior to such date of
determination (determined as adjusted
pursuant to Section 1.03(h)); provided that
(i) with respect to the Class A-1
Certificates, (A) the REMIC I Principal
Amount of the Class LA-1-1
Uncertificated Interest shall be the lesser
of $10,733,000 and the Class
Principal Balance of the Class A-1
Certificates minus $103,008,000 but not less
than zero, (B) the REMIC I Principal Amount
of the Class LA-1-2 Uncertificated
Interest shall be the lesser of $66,542,000
and the Class Principal Balance of
the Class A-1 Certificates minus
$36,466,000 but not less than zero, and (C) the
REMIC I Principal Amount of the Class
LA-1-3 Uncertificated Interest shall be
the lesser of $36,466,000 and the Class
Principal Balance of the Class A-1
Certificates; (ii) with respect to the
Class A-2 Certificates, (A) the REMIC I
Principal Amount for the Class LA-2-1
Uncertificated Interest shall be the
lesser of $35,088,000 and the Class
Principal Balance of the Class A-2
Certificates minus $90,412,000 but not less
than zero, (B) the REMIC I Principal
Amount for the Class LA-2-2 Uncertificated
Interest shall be the lesser of
$68,129,000 and the Class Principal Balance
of the Class A-2 Certificates minus
$22,283,000 but not less than zero, and (C)
the REMIC I Principal Amount for the
Class LA-2-3 Uncertificated Interest shall
be the lesser of $22,283,000 and the
Class Principal Balance of the Class A-2
Certificates; (iii) with respect to the
Class A-3 Certificates, (A) the REMIC I
Principal Amount for the Class LA-3-1
Uncertificated Interest shall be the lesser
of $162,864,000 and the Class
Principal Balance of the Class A-3
Certificates minus $18,742,000 but not less
than zero, and (B) the REMIC I Principal
Amount for the Class LA-3-2
Uncertificated Interest shall be the lesser
of $18,742,000 and the Class
Principal Balance of the Class A-3
Certificates; (iv) with respect to the Class
A-AB Certificates, (A) the REMIC I
Principal Amount of the Class LA-AB-1
Uncertificated Interest shall be the lesser
of $51,625,000 and the Class
Principal Balance of the Class A-AB
Certificates minus $61,475,000 but not less
than zero, and (B) the REMIC I Principal
Amount of the Class LA-AB-2
Uncertificated Interest shall be the lesser
of $61,475,000 and the Class
Principal Balance of the Class A-AB
Certificates; (v) with respect to the Class
A-4 Certificates, (A) the REMIC I Principal
Amount for the Class LA-4-1
Uncertificated Interest shall be the lesser
of $110,460,000 and the Class
Principal Balance of the Class A-4
Certificates minus $563,887,000 but not less
than zero, and (B) the REMIC I Principal
Amount for the Class LA-4-2
Uncertificated Interest shall be the lesser
of $563,887,000 and the Class
Principal Balance of the Class A-4
Certificates; (vi) with respect to the Class
C Certificates, (A) the REMIC I Principal
Amount for the Class LC-1
Uncertificated Interest shall be the lesser
of $871,000 and the Class Principal
Balance of the Class C Certificates minus
$12,345,000 but not less than zero,
and (B) the REMIC I Principal Amount for
the Class LC-2 Uncertificated Interest
shall be the lesser of $12,345,000 and the
Class Principal Balance of the Class
C Certificates, (vii) with respect to the
Class D Certificates, (A) the REMIC I
Principal Amount for the Class LD-1
Uncertificated Interest shall be the lesser
of $6,014,000 and the Class Principal
Balance of the Class D Certificates minus
$18,529,000 but not less than zero, and (B)
the REMIC I Principal Amount for the
Class LD-2 Uncertificated Interest shall be
the lesser of $18,529,000 and the
Class Principal Balance of the Class D
Certificates; (viii) with respect to the
Class E Certificates, (A) the REMIC I
Principal Amount for the Class LE-1
Uncertificated Interest shall be the lesser
of $2,308,000 and the Class
Principal Balance of the Class E
Certificates minus $16,572,000 but not less
than zero, and (B) the REMIC I Principal
Amount for the Class LE-2
Uncertificated Interest shall be the lesser
of $16,572,000 and the Class
Principal Balance of the Class E
Certificates and (ix) with respect to the Class
G Certificates, (A) the REMIC I Principal
Amount for the Class LG-1
Uncertificated Interest shall be the lesser
of $12,629,000 and the Class
Principal Balance of the Class G
Certificates minus $2,475,000 but not less than
zero, and (B) the REMIC I Principal Amount
for the Class LG-2 Uncertificated
Interest shall be the lesser of $2,475,000
and the Class Principal Balance of
the Class G Certificates.
"REMIC II": One of the three separate REMICs comprising the
Trust
Fund, the assets of which consist of the
Uncertificated REMIC I Interests and
such amounts as shall from time to time be
held in the REMIC II Distribution
Account.
"REMIC II Distribution Account": The account, accounts or,
subject
to Section 3.04(h), subaccount created and
maintained by the Trustee, which,
subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or the
name of any successor Trustee], as Trustee,
in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C1, REMIC II
Distribution Account", and which shall be
an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible
Account.
"REMIC Pool": Any of REMIC I, REMIC II or the JFK Medical
Pavilion
II Loan REMIC.
"REMIC Provisions": The provisions of the federal income tax
law
relating to real estate mortgage investment
conduits, which appear at Sections
860A through 860G of Subchapter M of
Chapter 1 of Subtitle A of the Code, and
related provisions, and proposed, temporary
and final Treasury regulations and
any published rulings, notices and
announcements promulgated thereunder, as the
foregoing may be in effect from time to
time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in
Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts
created
and maintained by the Special Servicer
pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders
and any related Junior Loan
Holder(s), which shall be entitled "Lennar
Partners, Inc. [or the name of any
successor Special Servicer], as Special
Servicer, in trust for Wells Fargo Bank,
N.A. [or the name of any successor
Trustee], as Trustee, for Holders of Credit
Suisse First Boston Mortgage Securities
Corp. Commercial Mortgage Pass-Through
Certificates and any related Junior Loan
Holder(s), as their interests may
appear, Series 2005-C1 REO Account". Any
such account or accounts shall be an
Eligible Account.
"REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged
Property as REO Property by the Special
Servicer on behalf of the Trust Fund and/or
any affected B Loan Holder.
"REO Acquisition Date": The date of the Trust Fund's acquisition
for
federal income tax purposes of any REO
Property pursuant to Section 3.09.
"REO B Loan": Any B note component of a Trust Mortgage Loan
deemed
for purposes hereof to be outstanding (but
outside the Mortgage Pool) with
respect to any REO Property in respect of a
Mortgage Loan Combination. Any REO B
Loan shall be deemed to provide for monthly
payments of principal and/or
interest equal to its Assumed Scheduled
Payments and otherwise to have the same
terms and conditions as its predecessor B
Loan (such terms and conditions to be
applied without regard to the default on
such predecessor B Loan or the subject
REO Acquisition), as the case may be. Any
REO B Loan shall be deemed to have an
initial unpaid principal balance equal to
the unpaid principal balance of its
predecessor B Loan as of the related REO
Acquisition Date. All Monthly Payments
and other amounts due and owing, or deemed
to be due and owing, in respect of
any B Loan (including Nonrecoverable
Advances and Workout-Delayed Reimbursement
Amounts) as of the related REO Acquisition
Date, shall be deemed to continue to
be due and owing in respect of the related
REO B Loan. In addition, all amounts
payable or reimbursable to the Master
Servicer, the Special Servicer or the
Trustee, as applicable, in respect of any B
Loan as of the related REO
Acquisition Date, including any unpaid or
unreimbursed servicing compensation
and Servicing Advances (together with any
related unpaid Advance Interest),
shall continue to be payable or
reimbursable in the same priority and manner
pursuant to Section 3.04 and 3.11 and the
related intercreditor, co-lender or
similar agreement to the Master Servicer,
the Special Servicer or the Trustee,
as the case may be, in respect of the
related REO B Loan.
"REO Disposition": The sale or other disposition of the REO
Property
pursuant to Section 3.18(e).
"REO Extension": As defined in Section 3.16(a).
"REO Mortgage Loan": Any REO Trust Mortgage Loan or REO B Loan.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of
the Trustee (or its nominee) for the
benefit of the Certificateholders and, if
such property relates to a Mortgage
Loan Combination, each related B Loan
Holder (as a collective whole), through
foreclosure, acceptance of a deed in lieu
of foreclosure or otherwise in
accordance with applicable law in
connection with the default or imminent
default of a Trust Mortgage Loan.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO
Property.
"REO Tax": As defined in Section 3.17(a).
"REO Trust Mortgage Loan": The mortgage loan deemed to be
outstanding and part of the Mortgage Pool
with respect to each REO Property.
Each REO Trust Mortgage Loan shall be
deemed to be outstanding for so long as
the related REO Property remains part of
the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on
each Due Date therefor and otherwise
have the same terms and conditions as its
predecessor Trust Mortgage Loan,
including, without limitation, with respect
to the calculation of the Mortgage
Rate in effect from time to time (such
terms and conditions to be applied
without regard to the default on such
predecessor Trust Mortgage Loan). Each REO
Trust Mortgage Loan shall be deemed to have
an initial outstanding principal
balance and Stated Principal Balance equal
to the outstanding principal balance
and Stated Principal Balance, respectively,
of its predecessor Trust Mortgage
Loan as of the related REO Acquisition
Date. All amounts due and owing in
respect of the predecessor Trust Mortgage
Loan (including Nonrecoverable
Advances and Workout-Delayed Reimbursement
Amounts) as of the related REO
Acquisition Date, including accrued and
unpaid interest, shall continue to be
due and owing in respect of an REO Trust
Mortgage Loan. All amounts payable or
reimbursable to the Master Servicer, the
Special Servicer or the Trustee, as
applicable, in respect of the predecessor
Trust Mortgage Loan as of the related
REO Acquisition Date, including any unpaid
Special Servicing Fees and Master
Servicing Fees and any unreimbursed
Advances, together with any interest accrued
and payable to the Master Servicer or the
Trustee in respect of such Advances in
accordance with Section 3.03(d) or Section
4.03(d), shall continue to be payable
or reimbursable to the Master Servicer, the
Special Servicer or the Trustee in
respect of an REO Trust Mortgage Loan.
"Replacement Trust Mortgage Loan": Any Qualified Substitute
Trust
Mortgage Loan that is substituted by a
Mortgage Loan Seller or, in the case of a
Column Trust Mortgage Loan, the Column
Performance Guarantor for a Defective
Trust Mortgage Loan as contemplated by
Section 2.03.
"Request for Release": A request signed by a Servicing Officer
of,
as applicable, the Master Servicer in the
form of Exhibit D-1 attached hereto or
the Special Servicer in the form of Exhibit
D-2 attached hereto.
"Requesting Subordinate Certificateholder": The Holder of any of
the
Class L, Class M, Class N, Class O or Class
P Certificates, that delivers notice
to the Trustee, the Master Servicer and the
Special Servicer indicating that
such Holder is a "Requesting Subordinate
Certificateholder".
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and
delivered hereunder.
"Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice
President, corporate trust officer
or assistant corporate trust officer of the
Trustee having direct responsibility
for the administration of this Agreement,
and with respect to any successor
Trustee, any officer or assistant officer
in the corporate trust department of
the Trustee or any other officer of the
Trustee customarily performing functions
similar to those performed by any of the
above designated officers to whom a
particular matter is referred by the
Trustee because of such officer's knowledge
of and familiarity with the particular
subject.
"Restricted Master Servicer Reports": Collectively, to the
extent
not filed with the Commission, the CMSA
Servicer Watch List, the CMSA Operating
Statement Analysis Report, the CMSA NOI
Adjustment Worksheet, CMSA Financial
File and the CMSA Comparative Financial
Status Report.
"Revised Rate": With respect to any ARD Mortgage Loan, the
increased
interest rate after the related Anticipated
Repayment Date (in the absence of a
default) for such ARD Mortgage Loan, as
calculated and as set forth in the
related Mortgage Loan Documents.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a
single global Certificate, or multiple
global Certificates collectively,
registered in the name of the Depository or
its nominee, in definitive, fully
registered form without interest coupons, each
of which Certificates bears a Qualified
Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.
"Sarbanes-Oxley Certification": As defined in Section 3.26(a).
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent
instrument, whether contained in the related
Mortgage or executed separately, creating
in favor of the holder of such
Mortgage a security interest in the
personal property constituting security for
repayment of such Mortgage Loan.
"Security Position Listing": A listing prepared by the Depository
of
the holdings of Depository Participants
with respect to the Certificates.
"Senior Certificates": Collectively, the Class A-P&I
Certificates
and the Interest Only Certificates.
"Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate
Certificate Balance of the Class
A-P&I Certificates outstanding
immediately prior thereto equals or exceeds the
sum of (a) the aggregate Stated Principal
Balance of the Mortgage Pool that will
be outstanding immediately following such
Distribution Date, plus (b) the lesser
of (i) the Total Principal Distribution
Amount for such Distribution Date and
(ii) the portion of the Available
Distribution Amount for such Distribution Date
that will remain after all distributions of
interest to be made on the Senior
Certificates on such Distribution Date
pursuant to Section 4.01(a) have been so
made.
"Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, 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
or Class P Certificates.
"Series 2005-C1 Directing Certificateholder": The particular
Holder
(or, in the case of a Class of Book-Entry
Certificates, the particular
Certificate Owner) of Certificates of the
Controlling Class selected by the
Holders (or, in the case of a Class of
Book-Entry Certificates, the Certificate
Owners) of Certificates representing more
than 50% of the Percentage Interests
in the Controlling Class (which selection
shall be evidenced by notice delivered
by the Series 2005-C1 Directing
Certificateholder to the parties hereto and the
prior Series 2005-C1 Directing
Certificateholder, if any); provided, however,
that until a Series 2005-C1 Directing
Certificateholder is so selected or after
receipt of a notice from the Holders (or,
in the case of a Class of Book-Entry
Certificates, the Certificate Owners) of
Certificates representing more than 50%
of the Percentage Interests in the
Controlling Class that a Series 2005-C1
Directing Certificateholder is no longer
designated, the particular
Certificateholder (or, in the case of a
Class of Book-Entry Certificates, the
particular Certificate Owner) that
beneficially owns Certificates of the
Controlling Class that represents the
largest aggregate Percentage Interest in
the Controlling Class shall be the Series
2005-C1 Directing Certificateholder.
The initial Series 2005-C1 Directing
Certificateholder will be DSHI Opco LLC. No
appointment of any Person as a Series
2005-C1 Directing Certificateholder shall
be effective until such Person provides the
Trustee, the Master Servicer and the
Special Servicer with written confirmation
of its acceptance of such
appointment, an address and telecopy number
for the delivery of notices and
other correspondence and a list of officers
or employees of such Person with
whom the parties to this Agreement may deal
(including their names, titles, work
addresses and telecopy numbers). If no
Person is appointed as Series 2005-C1
Directing Certificateholder, the Master
Servicer, the Special Servicer and the
Trustee shall not be required to recognize
the particular Certificateholder (or,
in the case of a Class of Book-Entry
Certificates, the particular Certificate
Owner) that beneficially owns Certificates
of the Controlling Class that
represent the largest aggregate Percentage
Interest in the Controlling Class as
the Series 2005-C1 Directing
Certificateholder until such Certificateholder or
Certificate Owner, as the case may be,
provides an address and telecopy number
for the delivery of notices and other
correspondence and a list of officers or
employees of such Person with whom the
parties to this Agreement may deal
(including their names, titles, work
addresses and telecopy numbers).
"Serviced Loan": Any Trust Mortgage Loan.
"Serviced Loan Combinations": With respect to each CBA A/B
Mortgage
Loan Combination, upon a "Material Default"
under the related CBA A/B
Intercreditor Agreement, such CBA A/B
Mortgage Loan Combination.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses,
including attorneys' fees and expenses and
fees of real estate brokers, paid or to be
paid, as the context requires, out of
its own funds, by the Master Servicer or
the Special Servicer (or, if
applicable, the Trustee) in connection with
the servicing of a Mortgage Loan as
to which a default, delinquency or other
unanticipated event has occurred or is
reasonably foreseeable, or in connection
with the administration of any REO
Property, including (1) any such costs and
expenses associated with (a)
compliance with the obligations of the
Master Servicer and/or the Special
Servicer set forth in Sections 2.03,
3.03(c) and 3.09, (b) the preservation,
insurance, restoration, protection and
management of a Mortgaged Property,
including the cost of any "force placed"
insurance policy purchased by the
Master Servicer or the Special Servicer to
the extent such cost is allocable to
a particular Mortgaged Property that the
Master Servicer or the Special Servicer
is required to cause to be insured pursuant
to Section 3.07, (c) obtaining any
Insurance and Condemnation Proceeds or
Liquidation Proceeds in respect of any
such Mortgage Loan or any REO Property, (d)
any enforcement or judicial
proceedings with respect to any such
Mortgage Loan, including foreclosures and
similar proceedings, (e) the operation,
leasing, management, maintenance and
liquidation of any REO Property, (f)
obtaining any Appraisal required to be
obtained hereunder, and (g) UCC filings (to
the extent that the costs thereof
are not reimbursed by the related
Borrower), (2) the reasonable and direct
out-of-pocket travel expenses incurred by
the Special Servicer in connection
with performing inspections pursuant to
Section 3.19, and (3) any other
expenditure which is expressly designated
as a Servicing Advance herein;
provided that, notwithstanding anything to
the contrary, "Servicing Advances"
shall not include (A) allocable overhead of
the Master Servicer or Special
Servicer, such as costs for office space,
office equipment, supplies and related
expenses, employee salaries and related
expenses and similar internal costs and
expenses, (B) costs incurred by either such
party or any Affiliate thereof
