Exhibit 4
================================================================================
GE COMMERCIAL MORTGAGE CORPORATION,
Depositor
MIDLAND LOAN SERVICES, INC.,
Servicer
MIDLAND LOAN SERVICES, INC.,
Special Servicer
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
and
ABN AMRO BANK N.V.,
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
$2,116,111,258
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2005-C3
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms.................................................
Section 1.02 Certain
Calculations..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans..................................
Section 2.02 Acceptance by
Trustee.........................................
Section 2.03 Representations, Warranties and
Covenants of the Depositor;
Mortgage Loan Sellers' Repurchase or Substitution of Mortgage
Loans for Document Defects in Mortgage Files and Breaches of
Representations and Warranties...............................
Section 2.04 Execution of Certificates;
Issuance of Uncertificated Lower-Tier
Interests....................................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer;
Special Servicer to Act as Special
Servicer;
Administration of the Mortgage Loans and Serviced Whole
Loans........................................................
Section 3.02 Collection of Loan
Payments...................................
Section 3.03 Collection of Taxes, Assessments
and Similar Items; Servicing
Accounts.....................................................
Section 3.04 The Certificate Account, the
Lower-Tier and Upper-Tier
Distribution Accounts; the Excess Liquidation Proceeds Reserve
Account; the Interest Reserve Account, the Excess Interest
Distribution Account, the Class A-3FL Floating Rate Account and
the Serviced Whole Loan Custodial Accounts...................
Section 3.05 Permitted Withdrawals from the
Certificate Account, the
Distribution Account, the Class A-3FL Floating Rate Account and
the Serviced Whole Loan Custodial Accounts...................
Section 3.06 Investment of Funds in the
Certificate Account, the Serviced
Whole Loan Custodial Accounts, the Distribution Account, the
Class A-3FL Floating Rate Account and the REO Accounts......
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........................................
Section 3.09 Realization Upon Defaulted
Mortgage Loans.....................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files...............
Section 3.11 Servicing
Compensation........................................
Section 3.12 Inspections; Collection of
Financial Statements...............
Section 3.13 Annual Statement as to
Compliance.............................
Section 3.14 Reports by Independent Public
Accountants.....................
Section 3.15 Access to Certain
Information.................................
Section 3.16 Title to REO Property; REO
Accounts...........................
Section 3.17 Management of REO
Property....................................
Section 3.18 Sale of Defaulted Mortgage Loans
and REO Properties...........
Section 3.19 Additional Obligations of the
Servicer........................
Section 3.20 Modifications, Waivers, Amendments
and Consents...............
Section 3.21 Transfer of Servicing Between
Servicer and Special Servicer;
Record Keeping; Asset Status Report..........................
Section 3.22 Sub-Servicing
Agreements......................................
Section 3.23 Representations, Warranties and
Covenants of the Servicer.....
Section 3.24 Representations, Warranties and
Covenants of the Special
Servicer.....................................................
Section 3.25 Interest Reserve
Account......................................
Section 3.26 Excess Interest Distribution
Account..........................
Section 3.27 Co-Lender
Agreements..........................................
Section 3.28 Certain Matters Relating to the
Non-Serviced Mortgage Loans...
Section 3.29 Certain Matters Regarding the
Purchase of the Mortgage Loans
Included in the Serviced Whole Loans.........................
Section 3.30 Certain Powers of the Holder of
the 1301 Fannin B Note........
Section 3.31 Matters Relating to Certain
Mortgage Loans....................
Section 3.32 Class A-3FL Swap
Contract.....................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions.................................................
Section 4.02 Statements to Certificateholders;
CMSA Investor Reporting Package
(IRP)s.......................................................
Section 4.03 P&I
Advances..................................................
Section 4.04 Allocation of Collateral Support
Deficit......................
Section 4.05 Appraisal
Reductions..........................................
Section 4.06 Certificate Deferred
Interest.................................
Section 4.07 Grantor Trust
Reporting.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates.........
Section 5.03 Book-Entry
Certificates.......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates.............
Section 5.05 Persons Deemed
Owners.........................................
ARTICLE VI
THE DEPOSITOR, THE
SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the
Servicer and the Special
Servicer.....................................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the Servicer
or the Special Servicer......................................
Section 6.03 Limitation on Liability of the
Depositor, the Servicer, the
Special Servicer and Others..................................
Section 6.04 Depositor, Servicer and Special
Servicer Not to Resign........
Section 6.05 Rights of the Depositor in Respect
of the Servicer and the Special
Servicer.....................................................
Section 6.06
[Reserved]....................................................
Section 6.07 The Directing
Certificateholder...............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and
Special Servicer Termination..
Section 7.02 Trustee to Act; Appointment of
Successor......................
Section 7.03 Notification to
Certificateholders............................
Section 7.04 Waiver of Events of
Default...................................
Section 7.05 Trustee as Maker of
Advances..................................
ARTICLE VIII
CONCERNING THE TRUSTEE
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
Mortgage Loans...............................................
Section 8.04 Trustee May Own
Certificates..................................
Section 8.05 Fees and Expenses of Trustee;
Indemnification of Trustee and
Fiscal Agent.................................................
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 Appointment of
Custodians.....................................
Section 8.12 Access to Certain
Information.................................
Section 8.13 The Fiscal
Agent..............................................
Section 8.14 Representations and Warranties of
the Trustee.................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or
Liquidation of All Mortgage
Loans........................................................
Section 9.02 Additional Termination
Requirements...........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration..........................................
Section 10.02 Depositor, Servicer and
Special Servicer to Cooperate with
Trustee......................................................
Section 10.03 Use of
Agents.................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.....................................................
Section 11.02 Recordation of Agreement;
Counterparts........................
Section 11.03 Limitation on Rights of
Certificateholders and the Holder of
Any
Serviced Pari Passu Loan or Serviced B Note..............
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 the Rating
Agencies................................
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2 Certificate
Exhibit A-3 Form
of Class A-3FX Certificate
Exhibit A-4 Form
of Class A-3FL Certificate
Exhibit A-5 Form
of Class A-4 Certificate
Exhibit A-6 Form
of Class A-5 Certificate
Exhibit A-7 Form
of Class A-6 Certificate
Exhibit A-8 Form
of Class A-AB Certificate
Exhibit A-9 Form
of Class A-7A Certificate
Exhibit A-10 Form of
Class A-7B Certificate
Exhibit A-11 Form of
Class A-1A Certificate
Exhibit A-12 Form of
Class A-J Certificate
Exhibit A-13 Form of
Class B Certificate
Exhibit A-14 Form of
Class C Certificate
Exhibit A-15 Form of
Class D Certificate
Exhibit A-16 Form of
Class E Certificate
Exhibit A-17 Form of
Class F Certificate
Exhibit A-18 Form of
Class G Certificate
Exhibit A-19 Form of
Class H Certificate
Exhibit A-20 Form of
Class J Certificate
Exhibit A-21 Form of
Class K Certificate
Exhibit A-22 Form of
Class L Certificate
Exhibit A-23 Form of
Class M Certificate
Exhibit A-24 Form of
Class N Certificate
Exhibit A-25 Form of
Class O Certificate
Exhibit A-26 Form of
Class P Certificate
Exhibit A-27 Form of
Class Q Certificate
Exhibit A-28 Form of
Class X-C Certificate
Exhibit A-29 Form of
Class X-P Certificate
Exhibit A-30 Form of
Class R Certificate
Exhibit A-31 Form of
Class LR Certificate
Exhibit A-32 Form of
Class S Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G-1 Form
of Statement to Certificateholders
Exhibit G-2 Form
of Statement to Certificateholders Filed with the SEC
Exhibit H
Form of Omnibus Assignment
Exhibit I
Form of Trustee Certification
Exhibit J
[Reserved]
Exhibit K
Form of Confidentiality Agreement
Exhibit L
Form of Investor Certification
Exhibit M
Form of Purchase Option Notice
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate on or Prior
to the Release Date
Exhibit O
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate After the
Release Date
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate to Rule 144A Book-Entry Certificate on or Prior to
Release Date
Exhibit Q
Form of Transfer Certificate for Transfers Within Regulation S
Book-Entry Certificate on or Prior to the Release Date
Exhibit R-1 Form of
Transfer Certificate for Definitive Certificate to
Regulation S Book-Entry Certificate on or Prior to the
Release Date
Exhibit R-2 Form
of Transfer Certificate for Definitive Certificate to
Regulation S Book-Entry Certificate After the Release Date
Exhibit S
Form of Transfer Certificate for Book-Entry Certificate to
Regulation S Definitive Certificate
Exhibit T
Whole Loan Report
Exhibit U
Form of Certification to be Provided with Form 10-K
Exhibit V-1 Form
of Certification to be Provided to Depositor by the
Servicer
Exhibit V-2 Form
of Certification to be Provided to Depositor by the
Special Servicer
Exhibit V-3 Form
of Certification to be Provided to Depositor by the
Trustee
Exhibit W
[Reserved]
Exhibit X
Form of Notice and Certification Regarding Defeasance of Loan
Exhibit Y
[Reserved]
Exhibit Z Form of Notice
Relating to the Non-Serviced Whole Loan
SCHEDULES
Schedule 1
Computerized Database Information
Schedule 2
Mortgage Loans Containing Additional Debt
Schedule 3
Mortgage Loans which Initially Pay Interest Only
Schedule 4
Mortgage Loans with Environmental Insurance Policies
Schedule 5
Rates to be Used in Determining Class X Pass Through Rate
Schedule 6
Class A-AB Planned Principal Balance Table
<PAGE>
This
Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of August 1, 2005, among GE
COMMERCIAL MORTGAGE CORPORATION, as
Depositor, MIDLAND LOAN SERVICES, INC., as
Servicer, MIDLAND LOAN SERVICES,
INC., as Special Servicer, LASALLE BANK
NATIONAL ASSOCIATION, as Trustee, and
ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the
"Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which
in the aggregate will evidence the
entire beneficial ownership interest in the
trust fund (the "Trust Fund") to be
created hereunder, the primary assets of
which will be a pool of commercial,
multifamily and manufactured housing
community mortgage loans. As provided
herein, the Trustee shall elect or shall
cause an election to be made to treat
the Trust Fund (exclusive of the Excess
Interest, the Excess Interest
Distribution Account, the Class A-3FL
Regular Interest, the Class A-3FL Swap
Contract and the Class A-3FL Floating Rate
Account) for federal income tax
purposes as two separate real estate
mortgage investment conduits (the
"Lower-Tier REMIC" and the "Upper-Tier
REMIC," each, a "REMIC").
The portion of the Trust Fund consisting of the Excess Interest
shall be treated as a grantor trust (the
"Excess Interest Grantor Trust") for
federal income tax purposes. The Class S
Certificates will represent the sole
interest in the Excess Interest Grantor
Trust for federal income tax purposes.
The portion of the Trust Fund consisting of the Class A-3FL
Regular
Interest, the Class A-3FL Swap Contract,
the Class A-3FL Floating Rate Account
and the proceeds thereof shall be treated
as another grantor trust (the "Class
A-3FL Grantor Trust") for federal income
tax purposes. The Class A-3FL
Certificates will represent undivided
beneficial interests in the Class A-3FL
Grantor Trust. As provided herein, the
Trustee shall take all actions necessary
to ensure that the portions of the Trust
Fund consisting of the Grantor Trusts
will maintain their respective status as a
"grantor trust" under federal income
tax law and will not be treated as part of
either the Upper-Tier REMIC or
Lower-Tier REMIC.
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5,
Class
A-6, Class A-AB, Class A-7A, Class A-7B,
Class A-1A, 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, Class P, Class Q,
Class X-C and Class X-P Certificates and
the Class A-3FL Regular Interest will
evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The
sole Class of "residual interest" in the
Upper-Tier REMIC created hereunder will be
evidenced by the Class R
Certificates.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the
aggregate initial principal amount (the
"Original Certificate Balance") or Notional
Amount ("Original Notional Amount"),
as applicable, and the initial ratings
given each Class by the Rating Agencies
(the "Original Ratings") for each Class of
Certificates comprising the interests
in the Upper-Tier REMIC, and in the case of
the Class A-3F Certificates, the
Class A-3FL Grantor Trust, created
hereunder:
`
`
Original Certificate
Original
Class
Pass-Through Rate
Balance or Notional Rating
Designation (per
annum)
Amount
Fitch/S&P
----------- -----------------
--------------------
---------
Class A-1
4.9400%
$70,551,000
AAA/AAA
Class A-2
4.5910%
$117,365,000
AAA/AAA
Class A-3FX
4.7390%
$180,000,000
AAA/AAA
Class A-3FL
LIBOR + 0.125%
$25,000,000
AAA/AAA
Class A-4
5.0460%(1)
$145,390,000
AAA/AAA
Class A-5
4.9790%(1)
$118,168000
AAA/AAA
Class A-6
5.0830%(1)
$75,000,000
AAA/AAA
Class A-AB
4.9400%
$74,502,000
AAA/AAA
Class A-7A
4.9740%(1)
$386,682,000
AAA/AAA
Class A-7B
5.0350%(1)
$55,241,000
AAA/AAA
Class A-1A
4.9490%(1)
$444,990,000
AAA/AAA
Class A-J
5.0650%(1)
$161,353,000 AAA/AAA
Class B
5.2093%(3)
$13,226,000
AA+/AA+
Class C
5.2283%(4)
$29,096,000
AA/AA
Class D
5.2583%(5)
$21,161,000
AA-/AA-
Class E
5.2753%(2)
$34,387,000
A/A
Class F
5.2753%(2)
$18,516,000
A-/A-
Class G
5.2753%(2)
$23,806,000
BBB+/BBB+
Class H
5.2753%(2)
$21,161,000
BBB/BBB
Class J
5.2753%(2)
$31,742,000
BBB-/BBB-
Class K
4.7600%
$7,936,000
BB+/BB+
Class L
4.7600%
$7,935,000
BB/BB
Class M
4.7600%
$10,581,000
BB-/BB-
Class N
4.7600%(1)
$2,645,000
NR/B+
Class O
4.7600%
$7,935,000
NR/B
Class P
4.7600%
$7,936,000
NR-/B-
Class Q
4.7600%(1)
$23,806,258
NR/NR
Class X-C
0.0387%(3)
$2,116,111,258(4) AAA/AAA
Class X-P
0.2697%(3)
$2,070,356,000(4) AAA/AAA
Class R
None(5)
None(5)
N/R/N/R
--------------------------------
(1) The Pass-Through Rate for
any Distribution Date for each of the Class A-4,
Class A-5,
Class A-6, Class A-7A, Class A-7B, Class A-1A, Class K, Class
L, Class
M, Class N, Class O, Class P and Class Q Certificates will be
the
lesser of
(i) 5.0460%, 4.9790%, 5.0830%, 4.9740%, 5.0350%, 4.9490%,
4.7600%,
4.7600%, 4.7600%, 4.7600%, 4.7600%, 4.7600% and 4.7600%, per
annum,
respectively and (ii) the Weighted Average Net Mortgage Rate
for
such
Distribution Date. The Pass-Through Rates for the Class A-4,
Class
A-5, Class
A-6, Class A-7A, Class A-7B, Class A-1A, Class K, Class L,
Class M,
Class N, Class O, Class P and Class Q Certificates for the
first
Distribution Date are 5.0460%, 4.9790%, 5.0830%, 4.9740%,
5.0350%,
4.9490%,
4.7600%, 4.7600%, 4.7600%, 4.7600%, 4.7600%, 4.7600% and
4.7600%,
per annum,
respectively.
(2) The Pass-Through Rate for
any Distribution Date for each of the Class D,
Class E,
Class F, Class G, Class H and Class J Certificates shall be
5.2753%
per annum for the initial Distribution Date, and thereafter
shall
be the
Weighted Average Net Mortgage Rate for such Distribution Date.
(3) The Pass-Through Rate for
any Distribution Date for Class B Certificates
will be
the Weighted Average Net Mortgage Rate minus 0.066%.
(4) The Pass-Through Rate for
any Distribution Date for Class C Certificates
will be
the Weighted Average Net Mortgage Rate minus 0.047%.
(5) The Pass-Through Rate for
any Distribution Date for Class D Certificates
will be
the Weighted Average Net Mortgage Rate minus 0.017%.
(6) The Pass-Through Rate for
any Distribution Date for the Class X-C and
Class X-P Certificates will
be one-twelfth of the weighted average of the
Class X-C
Strip Rates and the Class X-P Strip Rates, respectively. The
Pass-Through Rate for the Class X-C and Class X-P Certificates for
the
first
Distribution Date is approximately 0.0387% and 0.2697%, per
annum,
respectively.
(7) The Class X-C and Class X-P
Certificates will not have Certificate
Balances
and will not be entitled to receive distributions of principal.
Interest
will accrue on the Components of such Classes at the Class X-C
Strip Rate
or Class X-P Strip Rate thereof on the Notional Amounts
thereof.
The Notional Amount of each Component for any Distribution Date
will be
equal to the Lower-Tier Principal Amount of the Related
Uncertificated Lower-Tier Interest for such Distribution Date,
which will
be equal
to (i) in the case of the Class A-7B, Class A-J, Class B, Class
C, Class
D, Class M, Class N, Class P and Class Q Components, the
Certificate Balance of the Related Certificates as of the
preceding
Distribution Date (after giving effect to the distribution of
principal
and
allocation of Collateral Support Deficit on such Distribution
Date)
or, in the
case of the first Distribution Date, the Cut-off Date, and (ii)
in the
case of the Class A-1-1, Class A-1-2, Class A-1-3, Class A-1-4,
Class
A-2-1, Class A-2-2, Class A-2-3, Class A-2-4, Class A-2-5,
Class
A-3FX-1,
Class A-3FX-2, Class A-FX-3, Class A-3FL-1, Class A-3FL-2,
Class
A-3FL-3,
Class A-5-1, Class A-5-2, Class A-6-1, Class A-6-2, Class
A-7A-1,
Class
A-7A-2, Class A-7A-3, Class A-7B, Class A-1A-1, Class A-1A-2,
Class
A-1A-3,
Class A-1A-4, Class A-1A-5, Class A-1A-6, Class A-1A-7, Class
A-1A-8,
Class A-1A-9, Class A-1A-10, Class A-1A-11, Class A-1A-12,
Class
A-1A-13,
Class A-1A-14, Class A-1A-15, Class E-1, Class E-2, Class E-3,
Class E-4,
Class F-1, Class F-2, Class F-3, Class G-1, Class G-2, Class
H-1, Class
H-2, Class J-1, Class J-2, Class J-3, Class L-1 and Class L-2
Components, the respective amounts specified in the definitions
thereof.
The
original Notional Amount of the Class X-C and Class X-P
Certificates
is
$2,116,111,258 and $2,070,356,000, respectively.
(8) The Class R Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
LOWER-TIER
REMIC
The Uncertificated Lower-Tier Interests will evidence "regular
interests" in the Lower-Tier REMIC created
hereunder. The sole Class of
"residual interest" in the Lower-Tier REMIC
created hereunder will be evidenced
by the Class LR Certificates.
The following table sets forth the initial principal amount
(the
"Original Lower-Tier Principal Amounts")
and per annum rates of interest for the
Uncertificated Lower-Tier Interests and the
Class LR Certificates:
Class
Interest
Original Lower-Tier
Designation
Rate
Principal Amount
-------------- --------
-------------------
Class LA-1-1
(1)
$2,693,000
Class LA-1-2
(1)
$3,515,000
Class LA-1-3
(1)
$31,227,000
Class LA-1-4
(1)
$33,116,000
Class LA-2-1
(1)
$3,051,000
Class LA-2-2
(1)
$35,539,000
Class LA-2-3
(1)
$34,692,000
Class LA-2-4
(1)
$34,051,000
Class LA-2-5
(1)
$10,032,000
Class LA-3FX-1
(1)
$20,452,000
Class LA-3FX-2
(1)
$112,594,000
Class LA-3FX-3
(1)
$46,954,000
Class LA-3FL-1
(1)
$2,841,000
Class LA-3FL-2
(1)
$15,638,000
Class LA-3FL-3
(1)
$6,521,000
Class LA-4
(1)
$145,390,000
Class LA-5-1
(1)
$101,054,000
Class LA-5-2
(1)
$17,114,000
Class LA-6-1
(1)
$65,151,000
Class LA-6-2
(1)
$9,849,000
Class LA-AB-1
(1)
$4,972,000
Class LA-AB-2
(1)
$13,065,000
Class LA-AB-3
(1)
$56,465,000
Class LA-7A-1
(1)
$11,435,000
Class LA-7A-2
(1)
$65,565,000
Class LA-7A-3
(1)
$309,682,000
Class LA-7B
(1)
$55,241,000
Class LA-1A-1
(1)
$740,000
Class LA-1A-2
(1)
$957,000
Class LA-1A-3
(1)
$8,225,000
Class LA-1A-4
(1)
$9,472,000
Class LA-1A-5
(1)
$9,183,000
Class LA-1A-6
(1)
$8,950,000
Class LA-1A-7
(1)
$8,821,000
Class LA-1A-8
(1)
$8,621,000
Class LA-1A-9
(1)
$32,705,000
Class LA-1A-10
(1)
$97,145,000
Class LA-1A-11
(1)
$8,249,000
Class LA-1A-12
(1)
$5,381,000
Class LA-1A-13
(1)
$16,626,000
Class LA-1A-14
(1)
$4,901,000
Class LA-1A-15
(1)
$225,014,000
Class LA-J
(1)
$161,353,000
Class LB
(1)
$13,226,000
Class LC
(1)
$29,096,000
Class LD
(1)
$21,161,000
Class LE-1
(1)
$9,225,000
Class LE-2
(1)
$10,114,000
Class LE-3
(1)
$9,576,000
Class LE-4
(1)
$5,472,000
Class LF-1
(1)
$5,414,000
Class LF-2
(1)
$11,413,000
Class LF-3
(1)
$1,689,000
Class LG-1
(1)
$13,092,000
Class LG-2
(1)
$10,714,000
Class LH-1
(1)
$16,419,000
Class LH-2
(1)
$4,742,000
Class LJ-1
(1)
$10,614,000
Class LJ-2
(1)
$19,092,000
Class LJ-3
(1)
$2,036,000
Class LK
(1)
$7,936,000
Class LL-1
(1)
$6,740,000
Class LL-2
(1)
$1,195,000
Class LM
(1)
$10,581,000
Class LN
(1)
$2,645,000
Class LO
(1)
$7,935,000
Class LP
(1)
$7,936,000
Class LQ
(1)
$23,806,258
Class LR
None(4)
None(3)
--------------------------------
(1) The interest rate for each
such Class of Uncertificated Lower-Tier
Interests
shall be the Weighted Average Net Mortgage Rate.
(2) The interest rate for each
such Class of Uncertificated Lower-Tier
Interests
will be the Pass-Through Rate of the Class of Related
Certificates.
(3) The Class LA-3FL
Uncertificated REMIC I Regular Interest does not
correspond
to any Class of Certificates. The Class LA-3FL Uncertificated
REMIC I
Regular Interest corresponds to the Class A-3FL Regular
Interest.
The
pass-through rate applicable to the Class A-3FL Certificates on
each
distribution date will be a per annum rate equal to LIBOR plus
0.1250%;
subject to
the provisions of this agreement and the Class A-3FL Swap
Contract,
the pass through rate applicable to the Class A-3FL
Certificates
may
convert to a fixed rate equal to 4.734% per annum.
(4) The Class LR Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available Distribution
Amount
for such
Distribution Date, if any, remaining in the Lower-Tier
Distribution Account).
As of close of business on the Cut-off Date, the Mortgage Loans
had
an aggregate principal balance, after
application of all payments of principal
due on or before such date, whether or not
received, equal to $2,116,111,258.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special
Servicer, the Trustee and the Fiscal Agent
agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following capitalized terms,
unless the context otherwise
requires, shall have the meanings specified
in this Article.
"123 William Street Mezzanine Intercreditor Agreement": That
certain
Intercreditor Agreement, dated as of May
25, 2005, by and between Bank of
America, N.A., as senior lender, and Bank
of America, N.A., as mezzanine lender.
"125 West 55th Street A-1 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-2 Note and the 125
West 55th Street A-3 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street A-2 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-1 Note and the 125
West 55th Street A-3 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street A-3 Note": For so long as the 125 West
55th
Street Mortgage Loan or a successor REO
Mortgage Loan with respect to the 125
West 55th Street Mortgage Loan is part of
the Mortgage Pool, the promissory note
made by the related Mortgagor and secured
by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is not
included in the Trust and which is pari
passu in right of payment to the 125
West 55th Street Mortgage Loan, the 125
West 55th Street A-1 Note and the 125
West 55th Street A-2 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street Co-Lender Agreement": That certain
intercreditor agreement, dated as of May
24, 2005, by and among the holders of
the 125 West 55th Street Mortgage Loan and
the 125 West 55th Street Pari Passu
Loans, relating to the relative rights of
such holders, as the same may be
further amended, modified or supplemented
from time to time.
"125 West 55th Street Mortgage Loan": With respect to the 125
West
55th Street Whole Loan, the promissory note
made by the related Mortgagor and
secured by the Mortgage on the related
Mortgaged Property in the original
principal amount of $50,000,000, which is
included in the Trust and which is
pari passu in right of payment to the 125
West 55th Street A-1 Note, the 125
West 55th Street A-2 Note and the 125 West
55th Street A-3 Note, as provided in
the 125 West 55th Street Co-Lender
Agreement, as from time to time amended,
supplemented, modified or replaced.
"125 West 55th Street Pari Passu Loans": The 125 West 55th
Street
A-1 Note, the 125 West 55th Street A-2 Note
and the 125 West 55th Street A-3
Note.
"125 West 55th Street Whole Loan": The 125 West 55th Street
Mortgage
Loan, together with the 125 West 55th
Street Pari Passu Loans.
"1301 Fannin B Note": With respect to the 1301 Fannin Whole
Loan,
the related promissory note made by the
related Mortgagor and secured by the
Mortgage on the Mortgaged Property
identified as "1301 Fannin" and designated as
Promissory Note B, which is not included in
the Trust, which is subordinated in
right of payment to the 1301 Fannin
Mortgage Loan as provided in the 1301 Fannin
Co-Lender Agreement.
"1301 Fannin Co-Lender Agreement": With respect to the 1301
Fannin
Whole Loan, the related intercreditor
agreement by and between the 1301 Fannin
Noteholders relating to the relative rights
of such holders of the respective
1301 Fannin Mortgage Loan and the 1301
Fannin B Note, as the same may be amended
from time to time in accordance with the
terms thereof.
"1301 Fannin Control Appraisal Event": A 1301 Fannin Control
Appraisal Event shall exist with respect to
the 1301 Fannin Whole Loan, if and
for so long as, the principal amount of the
1301 Fannin B Note (net of any
existing Appraisal Reduction Amount,
principal payments and realized losses) is
not equal to or greater than 25% of the
original principal balance of the 1301
Fannin B Note, less principal payments
thereon.
"1301 Fannin Mortgaged Property": The office property which
secures
the 1301 Fannin Whole Loan.
"1301 Fannin Mortgage Loan": With respect to the 1301 Fannin
Whole
Loan, the related promissory note made by
the related Mortgagor and secured by
the Mortgage on the Mortgaged Property
identified as "1301 Fannin" and
designated as Promissory Note A, which is
included in the Trust and which is
senior in right of payment to the 1301
Fannin B Note as provided in the 1301
Fannin Co-Lender Agreement.
"1301 Fannin Noteholders": Collectively, the holder of the
Mortgage
Note for the 1301 Fannin Mortgage Loan and
the 1301 Fannin B Note.
"1301 Fannin Whole Loan": Collectively, the 1301 Fannin
Mortgage
Loan and the 1301 Fannin B Note. References
herein to the 1301 Fannin Whole Loan
shall be construed to refer to the
aggregate indebtedness under the 1301 Fannin
Mortgage Loan and the 1301 Fannin B
Note.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Certificates and the
Class A-3FL Regular Interest (other
than the Class S Certificate, Class X
Certificates and the Residual
Certificates), an amount equal to interest
for the related Interest Accrual
Period at the Pass-Through Rate applicable
to such Class of Certificates and the
Class A-3FL Regular Interest for such
Distribution Date, accrued on the related
Certificate Balance of such Class (or with
respect to each Class of the Class X
Certificates, the related Notional Amount
of such Class of Class X Certificates)
outstanding immediately prior to such
Distribution Date; provided that, for
interest accrual purposes any distributions
in reduction of Certificate Balance
or Notional Amount or reductions in
Certificate Balance or Notional Amount as a
result of allocations of Collateral Support
Deficit on the Distribution Date
occurring in an Interest Accrual Period
shall be deemed to have been made on the
first day of such Interest Accrual Period.
With respect to any Distribution Date
and the Class X-C or Class X-P
Certificates, as applicable, the amount equal to
the sum of the Accrued Component Interest
for the related Interest Accrual
Period for all of their respective
Components for such Distribution Date. Except
with respect to the Class A-3FL
Certificates, Accrued Certificate Interest shall
be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Accrued Certificate Interest with respect
to the Class A-3FL Certificates shall
be calculated on an Actual/360 Basis;
provided, however, that if a Class A-3FL
Distribution Conversion has occurred,
Accrued Certificate Interest with respect
to the Class A-3FL Certificates shall be
the same as for the Class A-3FL Regular
Interest.
"Accrued Component Interest": With respect to each Component of
the
Class X-C and Class X-P Certificates for
any Distribution Date, one month's
interest at the Class X-C Strip Rate or
Class X-P Strip Rate applicable to such
Component for such Distribution Date,
accrued on the related Notional Amount of
such Component, outstanding immediately
prior to such Distribution Date;
provided that, for interest accrual
purposes any distributions in reduction of
Notional Amount or reductions in Notional
Amount as a result of allocations of
Collateral Support Deficit on the
Distribution Date occurring in an Interest
Accrual Period shall be deemed to have been
made on the first day of such
Interest Accrual Period. Accrued Component
Interest shall be calculated on the
basis of a 360-day year consisting of
twelve 30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of
Certificates (other than the Class X and the
Residual Certificates) that had an increase
to its Certificate Balance as a
result of a recovery of Nonrecoverable
Advances, an amount equal to interest at
the Pass-Through Rate applicable to that
Class on the amount of such increase to
its Certificate Balance accrued from the
Distribution Date on which Collateral
Support Deficit was allocated to such Class
as a result of the reimbursement of
Nonrecoverable Advances from the Trust to,
but not including, the Distribution
Date on which the Certificate Balance was
so increased.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other
than the lender under such Mortgage
Loan as of the Closing Date as set forth on
Schedule 2 hereto, as increased or
decreased from time to time pursuant to the
terms of the related subordinate
loan documents (including any subordination
agreement).
"Administrative Cost Rate": The sum of the Servicing Fee Rate
(or,
in the case of a Non-Serviced Mortgage
Loan, the related Non-Serviced Mortgage
Loan Primary Servicing Fee Rate) and the
Trustee Fee Rate, in each case computed
on the basis of the Stated Principal
Balance of the related Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(g).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agent": As defined in Section 5.02(d)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Prepayment Date": With respect to any Mortgage
Loan
that is indicated on the Mortgage Loan
Schedule as having a Revised Rate, the
date upon which such Mortgage Loan
commences accruing interest at such Revised
Rate.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be
(a) the tax laws of the State of New
York, (b) the tax laws of the State of
Illinois and (c) such other state or
local tax laws whose applicability shall
have been brought to the attention of
the Trustee by either (i) an opinion of
counsel delivered to it, or (ii) written
notice from the appropriate taxing
authority as to the applicability of such
state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in
properties of like kind and in the same
area, prepared in accordance with 12 C.F.R.
225.64.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan
as to which an Appraisal Reduction Event
has occurred, an amount calculated by
the Special Servicer by the first
Determination Date following the date the
Special Servicer receives or performs the
required Appraisal equal to the
excess, if any, of (a) the Stated Principal
Balance of such Mortgage Loan or
Serviced Whole Loan as of the date of such
determination over (b) the excess of
(i) the sum of (A) 90% of the Appraised
Value (subject to such downward
adjustments as the Special Servicer may
deem appropriate but without implying
any duty to do so) of the related Mortgaged
Property as determined (1) by one or
more Appraisals (the costs of which shall
be paid by the Servicer as an Advance)
with respect to any Mortgage Loan (together
with any other Mortgage Loan
cross-collateralized with such Mortgage
Loan) or Serviced Whole Loan with an
outstanding principal balance equal to or
in excess of $2,000,000 or (2) by an
internal valuation performed by the Special
Servicer (unless the Special
Servicer elects to obtain an Appraisal with
the consent of the Directing
Certificateholder) with respect to any
Mortgage Loan (together with any other
Mortgage Loan cross-collateralized with
such Mortgage Loan) or Serviced Whole
Loan with an outstanding principal balance
less than $2,000,000 and (B) all
escrows, letters of credit and reserves in
respect of such Mortgage Loan or
Serviced Whole Loan over (ii) the sum of,
as of the Due Date occurring in the
month of such Distribution Date, (A) to the
extent not previously advanced by
the Servicer, the Trustee or the Fiscal
Agent, all unpaid interest on such
Mortgage Loan or Serviced Whole Loan
(together with any Mortgage Loan
cross-collateralized with such Mortgage
Loan or Serviced Whole Loan), as
applicable at a per annum rate equal to its
Mortgage Rate (or in the case of a
Serviced Whole Loan, the weighted average
of its Mortgage Rates), (B) all
unreimbursed Advances and interest thereon
at the Reimbursement Rate in respect
of such Mortgage Loan or Serviced Whole
Loan, (C) all unpaid Servicing Fees (to
the extent not duplicative of any amounts
listed above) and Special Servicing
Fees and (D) all currently due and unpaid
real estate taxes, assessments,
insurance premiums and ground rents and all
other amounts due and unpaid with
respect to such Mortgage Loan or Serviced
Whole Loan (which taxes, premiums,
ground rents and other amounts have not
been subject to an Advance by the
Servicer, the Trustee or the Fiscal Agent,
as applicable); provided, however,
without limiting the Special Servicer's
obligation to order and obtain such
Appraisal, if the Special Servicer has not
obtained the Appraisal or internal
valuation, as applicable, referred to above
within 90 days of the Appraisal
Reduction Event (or with respect to the
reduction event set forth in clause (ii)
of the definition of Appraisal Reduction
Event, within such 120 days set forth
therein), the amount of the Appraisal
Reduction shall be deemed to be an amount
equal to 25% of the current Stated
Principal Balance of the related Mortgage
Loan or Serviced Whole Loan until such time
as such Appraisal or internal
valuation referred to above is received and
the Appraisal Reduction is
calculated. Promptly after the Appraisal
Reduction Event, the Special Servicer
shall order an Appraisal (the cost of which
shall be paid by the Servicer as a
Servicing Advance or, in the event such
Servicing Advance would be a
Nonrecoverable Advance, a Trust Fund
expense) or an internal valuation;
provided, however, that with respect to an
Appraisal Reduction Event as set
forth in clause (ii) of the definition of
Appraisal Reduction Event, the Special
Servicer shall order such Appraisal or
internal valuation within the 120 day
period set forth in such clause (ii), which
Appraisal or internal valuation
shall be delivered by the Special Servicer
to the Servicer, the Trustee, the
Directing Certificateholder (and if a
Serviced Whole Loan is involved, the
related holder of a Serviced B Note) and
the Trustee shall deliver such
Appraisal or internal valuation to each
other Holder of a Class K, Class L,
Class M, Class N, Class O, Class P and
Class Q Certificate who requests such
Appraisal or internal valuation in writing
within 15 days of receipt by the
Trustee of such Appraisal or internal
valuation from the Special Servicer. The
Special Servicer shall report the Appraisal
Reduction Amount to the Trustee and
the Servicer (and, with respect to any
Serviced Whole Loan, the holders of any
Serviced Pari Passu Loan and Serviced B
Note). The Servicer shall cooperate, in
accordance with the Servicing Standard, in
furnishing necessary information to
the Special Servicer in connection with the
Special Servicer's calculation of
any Appraisal Reduction. For any
Distribution Date and for any Non-Serviced
Mortgage Loan, the appraisal reduction
shall be calculated in accordance with
and pursuant to the terms of the related
Non-Serviced Mortgage Loan Pooling
Agreement.
With respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan as to
which an Appraisal Reduction has
occurred (unless such Mortgage Loan or
Serviced Whole Loan has become a
Corrected Loan (for such purposes taking
into account any amendment or
modification of such Mortgage Loan or
Serviced Whole Loan)), the Special
Servicer shall, (a) within 30 days of each
annual anniversary of the related
Appraisal Reduction Event, (b) at such time
as the Special Servicer has notice
of a material adverse change in the
condition of the related Mortgaged Property
that materially affects the value of such
Mortgaged Property or (c) at such time
as the Special Servicer has notice of a
material defect in such Appraisal or
internal valuation, as applicable, order an
Appraisal or conduct an internal
valuation, as applicable, (which may be an
update of a prior Appraisal or
internal valuation), the cost of which
shall be paid by the Servicer as a
Servicing Advance or, in the event such
Servicing Advance would be a
Nonrecoverable Advance, a Trust Fund
expense. Based upon such Appraisal or
internal valuation, the Special Servicer
shall redetermine and report to the
Trustee and the Servicer (and, with respect
to any Serviced Whole Loan, the
holders of any Serviced B Note) the amount
of the Appraisal Reduction with
respect to such Mortgage Loan or Serviced
Whole Loan and such redetermined
Appraisal Reduction shall replace the prior
Appraisal Reduction with respect to
such Mortgage Loan or Serviced Whole Loan.
Notwithstanding the foregoing, the
Special Servicer will not be required to
obtain an Appraisal or internal
valuation with respect to a Mortgage Loan
or Serviced Whole Loan which is the
subject of an Appraisal Reduction Event to
the extent the Servicer or the
Special Servicer has obtained an Appraisal
or internal valuation, as applicable,
with respect to the related Mortgaged
Property within the 12-month period
immediately prior to the occurrence of such
Appraisal Reduction Event. Instead,
the Special Servicer may use such prior
Appraisal or internal valuation, as
applicable, in calculating any Appraisal
Reduction with respect to such Mortgage
Loan or Serviced Whole Loan; provided, the
Special Servicer is not aware of any
material change to the related Mortgaged
Property that has occurred that would
affect the validity of such Appraisal or
internal valuation, as applicable.
Any Appraisal Reduction for a Serviced Whole Loan shall be
allocated
as follows: first, to the related Serviced
B Note and then, to the related
Serviced Mortgage Loan.
Any Mortgage Loan (other than the Non-Serviced Mortgage Loans)
or
Serviced Whole Loan previously subject to
an Appraisal Reduction which becomes a
Corrected Loan (for such purposes taking
into account any amendment or
modification of such Mortgage Loan or
Serviced Whole Loan), and with respect to
which no other Appraisal Reduction Event
has occurred and is continuing, will no
longer be subject to an Appraisal
Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage
Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or
the related REO Property will be
reduced to zero as of the date the related
Mortgage Loan is paid in full,
liquidated, repurchased or otherwise
removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution
Date,
(i) with respect to the Certificates, an
amount equal to the product of (a) the
applicable per annum Pass-Through Rate
(i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Class of
Certificates to which the Appraisal Reduction
is allocated (or each such Pass-Through
Rate if such Appraisal Reduction is
allocated to more than one such Class), and
(b) the sum of all Appraisal
Reductions with respect to such
Distribution Date (or, if such Appraisal
Reduction is allocated to more than one
Class of Certificates, the portion
thereof allocated to each such Class), or
(ii) with respect to each Mortgage
Loan for such Distribution Date, an amount
calculated by the Special Servicer
(who shall inform the Servicer of the
amount so calculated on the related
Determination Date) equal to the product of
(a) the weighted average of the
applicable per annum Pass-Through Rates
(i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Classes of
Certificates to which the Appraisal
Reductions for all Mortgage Loans (and, in
the case of a Non-Serviced Mortgage
Loan, the appraisal reductions effected
under the related Non-Serviced Mortgage
Loan Pooling Agreement during the
applicable period) are allocated, weighted on
the basis of the amount of Appraisal
Reductions allocated to each such Class and
(b) the Appraisal Reduction with respect to
such Mortgage Loan with respect to
such Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loan)
or Serviced Whole Loan), the
earliest of (i) the third anniversary of
the date on which the first extension
of the Maturity Date of such Mortgage Loan
or Serviced Whole Loan becomes
effective as a result of a modification of
such Mortgage Loan or Serviced Whole
Loan by the Servicer or the Special
Servicer pursuant to the terms hereof, which
extension does not decrease the amount of
Monthly Payments on such Mortgage Loan
or Serviced Whole Loan, (ii) 120 days after
an uncured delinquency (without
regard to the application of any grace
period) occurs in respect of such
Mortgage Loan or Serviced Whole Loan, (iii)
the date on which a reduction in the
amount of Monthly Payments on such Mortgage
Loan or Serviced Whole Loan, or a
change in any other material economic term
of such Mortgage Loan or Serviced
Whole Loan (other than an extension of the
Maturity Date), becomes effective as
a result of a modification of such Mortgage
Loan or Serviced Whole Loan by the
Special Servicer, (iv) 30 days after the
Special Servicer receives notice that a
receiver or similar official has been
appointed with respect to the related
Mortgaged Property, (v) immediately after
the Servicer or the Special Servicer
receives notice that a Mortgagor has
declared bankruptcy (but no later than 60
days after such declaration of bankruptcy),
(vi) 60 days after the date on which
an involuntary petition of bankruptcy is
filed with respect to a Mortgagor,
(vii) 30 days after an uncured delinquency
occurs in respect of a Balloon
Payment with respect to a Mortgage Loan or
Serviced Whole Loan unless the
Mortgagor has delivered to the Servicer
prior to such date a written refinancing
commitment reasonably satisfactory in form
and substance to the Special Servicer
which provides that such refinancing will
occur within 90 days (or 150 days,
with the consent of the Directing
Certificateholder) and (viii) immediately
after such Mortgage Loan or Serviced Whole
Loan becomes an REO Loan; provided,
however, that an Appraisal Reduction Event
shall not occur at any time when the
aggregate Certificate Balances of all
Classes of Certificates (other than the
Class A Certificates) has been reduced to
zero. The Special Servicer shall
notify the Servicer, the Trustee and the
Directing Certificateholder promptly
upon the occurrence of any of the foregoing
events.
Notwithstanding anything herein to the contrary, with respect to
the
1301 Fannin B Note prior to the occurrence
and continuance of a 1301 Fannin
Control Appraisal Event: (i) the Directing
Certificateholder shall not be
authorized to exercise any of its rights
and powers provided for in this
definition with respect to the 1301 Fannin
Whole Loan; and (ii) the holder of
the 1301 Fannin B Note shall instead have
the rights afforded to the Directing
Certificateholder pursuant to this
definition with respect to the 1301 Fannin
Whole Loan.
"Appraised Value": With respect to any Mortgaged Property
(other
than the Mortgaged Property securing a
Non-Serviced Mortgage Loan), the
appraised value thereof as determined by an
Appraisal of the Mortgaged Property
securing such Mortgage Loan or Serviced
Whole Loan made by an Independent MAI
appraiser selected by the Servicer or
Special Servicer, as applicable, or in
connection with an Appraisal Reduction, a
valuation meeting the requirements of
clause (b)(i)(A)(2) of the definition of
"Appraisal Reduction." With respect to
a Non-Serviced Mortgaged Property, the
portion of the appraisal value allocable
thereto, as determined pursuant to the
related Non-Serviced Mortgage Loan
Pooling Agreement.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument executed by the
Mortgagor, assigning to the mortgagee all
of the income, rents and profits
derived from the ownership, operation,
leasing or disposition of all or a
portion of such Mortgaged Property, in the
form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in
respect of its Balloon Payment
(including any REO Loan as to which the
Balloon Payment would have been past
due), an amount equal to the sum of (a) the
principal portion of the Monthly
Payment that would have been due on such
Mortgage Loan on the Due Date occurring
in the related Due Period based on the
constant payment required by the related
Mortgage Note or the original amortization
schedule thereof or an amortization
schedule that has been recast in accordance
with the terms of the related loan
documents (as calculated with interest at
the related Mortgage Rate), if
applicable, assuming such Balloon Payment
has not become due, after giving
effect to any modification of such Mortgage
Loan, and (b) interest on the Stated
Principal Balance of such Loan at the
applicable Mortgage Rate (net of interest
at the Servicing Fee Rate, and, if
applicable, the Non-Serviced Mortgage Loan
Primary Servicing Fee Rate).
"Authenticating Agent": The Trustee or any agent of the Trustee
appointed to act as Authenticating Agent
pursuant to Section 5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of all
payments and other collections on or
with respect to the Mortgage Loans and any
REO Properties (in the case of a
Non-Serviced Mortgage Loan, only to the
extent received by the Trustee pursuant
to the related Co-Lender Agreement),
including (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit
in
the Certificate Account and the Lower-Tier
Distribution Account (exclusive of
any investment income contained therein and
without regard to any payments made
to or received from the Class A-3FL Swap
Counterparty) as of the close of
business on the related P&I Advance
Date (including any amounts to be
transferred from a Serviced Whole Loan
Custodial Account on such day), exclusive
of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are due on
a
Due Date
following the end of the related Due Period;
(ii) all amounts payable or reimbursable to any Person from the
Certificate Account pursuant to clauses (ii) through (x), (xii)
through
(xvi) and
(xix) of Section 3.05(a);
(iii) all Principal Prepayments (together with any related
payments
of
interest allocable to the period following the Due Date for the
related
Mortgage
Loan during the related Due Period), Liquidation Proceeds,
Insurance
Proceeds, Condemnation Proceeds and other unscheduled
recoveries
received
after the related Determination Date;
(iv) all amounts payable or reimbursable to any Person from the
Lower-Tier
Distribution Account pursuant to clauses (ii) and (iii) of
Section
3.05(b);
(v) Excess Interest;
(vi) [Reserved];
(vii) all Yield Maintenance Charges;
(viii) all amounts deposited in the Certificate Account and the
Lower-Tier
Distribution Account in error; and
(ix) with respect to the Interest Reserve Loans and any
Distribution
Date
relating to each Interest Accrual Period ending in (1) each
January
or (2) any
December in a year immediately preceding a year which is not a
leap year,
an amount equal to one day of interest on the Stated Principal
Balance of
such Interest Reserve Loan as of the Distribution Date
occurring
in the month preceding the month in which the related P&I
Advance
Date occurs at the related Mortgage Rate (without giving effect
to
the second
proviso of the definition thereof) minus the Administrative
Cost Rate
to the extent a full Monthly Payment or P&I Advance is made
in
respect
thereof and to the extent such amounts are to be deposited in
the
Interest
Reserve Account and held for future distribution pursuant to
Section
3.25;
(b) if and to the extent not already included in clause (a)
hereof,
the aggregate amount transferred from an
REO Account to the Certificate Account
for such Distribution Date pursuant to
Section 3.16(c) and the aggregate amount
transferred from each Serviced Whole Loan
Custodial Account to the Certificate
Account pursuant to Section 3.04(b);
(c) the aggregate amount of any P&I Advances made by the
Servicer,
the Trustee or the Fiscal Agent, as
applicable, for such Distribution Date
pursuant to Section 4.03 or 7.05 (net of
the related Trustee Fee with respect to
the Mortgage Loans for which such P&I
Advances are made);
(d) for the Distribution Date occurring in each March, the
Withheld
Amounts remitted to the Lower-Tier
Distribution Account pursuant to Section
3.25(b); and
(e) all funds released from the Excess Liquidation Proceeds
Reserve
Account for distribution on such
Distribution Date.
Notwithstanding the investment of funds
held in the Certificate Account pursuant
to Section 3.06, for purposes of
calculating the Available Distribution Amount,
the amounts so invested shall be deemed to
remain on deposit in such account.
"B
Note": The 1301 Fannin B Note, the Loews Universal Hotel
Portfolio B Note, the One Main Place B Note
or the Tinley Crossing B Note, as
applicable.
"Balloon Loan": Any Mortgage Loan that by its original terms or
by
virtue of any modification entered into as
of the Closing Date provides for an
amortization schedule extending beyond its
Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any
date
of determination, the Monthly Payment
payable on the Maturity Date of such
Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and any of the Class
A-1, Class A-2, Class A-3FX, Class
A-4, Class A-5, Class A-6, Class A-AB,
Class A-7A, Class A-7B, Class A-1A, Class
A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class J
Certificates and the Class A-3FL Regular
Interest, a fraction (not greater than
1) (a) whose numerator is the greater of
zero and the amount, if any, by which
(i) the Pass-Through Rate on such Class of
Certificates exceeds (ii) the yield
rate (as provided by the Servicer) 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
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.
"Book-Entry Certificate": Any Rule 144A Book-Entry Certificate
or
Regulation S Book-Entry Certificate.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New
York, Pennsylvania, the office of
the Certificate Registrar or the city and
state in which the Corporate Trust
Office of the Trustee or principal place of
business of the Servicer or the
Special Servicer is located, are authorized
or obligated by law or executive
order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2005-C3,
as executed and delivered by the
Certificate Registrar and authenticated and
delivered hereunder by the
Authenticating Agent.
"Certificate Account": The custodial account or accounts created
and
maintained by the 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. Any such account or accounts shall
at all times be an Eligible Account.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the
Class S Certificates and the Class X
Certificates) or the Class A-3FL Regular
Interest, (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 1.02(iii)). The
Certificate Principal Balance of the Class
A-3FL Certificates shall be equal at
all times to the Certificate Balance of the
Class A-3FL Regular Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates or the
Class A-3FL Regular Interest, the
amount of Mortgage Deferred Interest
allocated to such Class of Certificates or
the Class A-3FL Regular Interest pursuant
to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates
or
the Class A-3FL Regular Interest, as of any
date of determination, a fraction,
expressed as a decimal carried to at least
eight places, the numerator of which
is the then related Certificate Balance or
Class A-3FL Regular Interest balance,
and the denominator of which is the related
Original Certificate Balance or
Class A-3FL Regular Interest balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant
to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided, however, that
solely for the purposes of giving any
consent, approval or waiver pursuant to
this Agreement, any Certificate registered
in the name of the Servicer, the
Special Servicer, the Depositor, the Fiscal
Agent or any Affiliate thereof shall
be deemed not to be outstanding, and the
Voting Rights to which it is entitled
shall not be taken into account in
determining whether the requisite percentage
of Voting Rights necessary to effect any
such consent, approval or waiver has
been obtained, if such consent, approval or
waiver sought from such party would
in any way increase its compensation or
limit its obligations as Servicer,
Special Servicer, the Depositor or the
Fiscal Agent, as applicable, hereunder;
provided, however, so long as there is no
Event of Default with respect to the
Servicer or the Special Servicer, the
Servicer and Special Servicer shall be
entitled to exercise such Voting Rights
with respect to any issue which could
reasonably be believed to adversely affect
such party's compensation or increase
its obligations or liabilities hereunder;
provided further, however, that such
restrictions shall not apply to the
exercise of the Special Servicer's rights
(or the Servicer's rights, if any) or any
of their Affiliates as a member of the
Controlling Class. Additionally, for
purposes of determining if the requisite
consents of Certificateholders under
Section 11.01(b) have been obtained, any
Certificate beneficially owned by a
Mortgage Loan Seller or any of its
Affiliates shall be deemed not to be
outstanding (and shall not be considered
when determining the percentage of
Certificateholders consenting or when
calculating the total number of
Certificates entitled to consent), and the
consent rights to which such
Certificateholder would otherwise be entitled shall
not be taken into account in determining
whether the requisite consents
necessary to effect any amendment under
Section 11.01(b) have been obtained with
respect to amendments that are
significantly modifying the permitted activities
of the Trust. The Trustee shall be entitled
to request and rely upon a
certificate of the Servicer, the Special
Servicer or the Depositor in
determining whether a Certificate is
registered in the name of an Affiliate of
such Person. All references herein to
"Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as
they may indirectly exercise such
rights through the Depository and the
Depository Participants, except as
otherwise specified herein; provided,
however, that the parties hereto shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certification": As defined in Section 4.02(d).
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the
Certificates bearing the same alphabetical
(and, if applicable, numerical) Class
designation and each designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-2, Class A-3FX,
Class
A-3FL, Class A-4, Class A-5, Class A-6,
Class A-AB, Class A-7A, Class A-7B or
Class A-1A Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-1-1 Component": One of the 68 Components of the Class
X-C
Certificates having a Notional Amount equal
to the Lower-Tier Principal Amount
of the Class LA-1-1 Uncertificated
Interest.
"Class A-1-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-2
Uncertificated Interest.
"Class A-1-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-3
Uncertificated Interest.
"Class A-1-4 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1-4
Uncertificated Interest.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit
A-6 hereto.
"Class A-1A-1 Component": One of the 68 Components of the Class
X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LA-1A-1 Uncertificated
Interest.
"Class A-1A-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-2
Uncertificated Interest.
"Class A-1A-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-3
Uncertificated Interest.
"Class A-1A-4 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-4
Uncertificated Interest.
"Class A-1A-5
Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-5
Uncertificated Interest.
"Class A-1A-6 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-6
Uncertificated Interest.
"Class A-1A-7 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-7
Uncertificated Interest.
"Class A-1A-8 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-8
Uncertificated Interest.
"Class A-1A-9 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-9
Uncertificated Interest.
"Class A-1A-10 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-10
Uncertificated Interest.
"Class A-1A-11 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-11
Uncertificated Interest.
"Class A-1A-12 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-12
Uncertificated Interest.
"Class A-1A-13 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-13
Uncertificated Interest.
"Class A-1A-14 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-14
Uncertificated Interest.
"Class A-1A-15 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-1A-15
Uncertificated Interest.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit
A-2 hereto.
"Class A-2-1
Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-1
Uncertificated Interest.
"Class A-2-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-2
Uncertificated Interest.
"Class A-2-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-3
Uncertificated Interest.
"Class A-2-4 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-4
Uncertificated Interest.
"Class A-2-5 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-2-5
Uncertificated Interest.
"Class A-3FX Certificate": A Certificate designated as "Class
A-3FX"
on the face thereof, in the form of Exhibit
A-3 hereto.
"Class A-3FX-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FX-1
Uncertificated Interest.
"Class A-3FX-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FX-2
Uncertificated Interest.
"Class A-3FX-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FX-3
Uncertificated Interest.
"Class A-3FL Available Funds": With respect to any Distribution
Date, will equal the sum of (i) the total
amount of all principal and/or
interest distributions on or in respect of
the Class A-3FL Regular Interest with
respect to such Distribution Date and (ii)
the amounts, if any, received from
the Class A-3FL Swap Counterparty pursuant
to the Class A-3FL Swap Contract for
such Distribution Date, less (iii) with
respect to interest distributions, all
regularly scheduled fixed interest amounts
(prior to the termination of the
Class A-3FL Swap Contract or prior to the
occurrence and during the continuance
of a Swap Default, exclusive of any Yield
Maintenance Charges allocated in
respect of the Class A-3FL Regular
Interest) required to be paid to the Class
A-3FL Swap Counterparty pursuant to the
Class A-3FL Swap Contract for such
Distribution Date.
"Class A-3FL Certificate": A Certificate designated as "Class
A-3FL"
on the face thereof, in the form of Exhibit
A-4 hereto, and evidencing an
undivided beneficial interest in the A-3FL
Grantor Trust.
"Class A-3FL-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FL-1
Uncertificated Interest.
"Class A-3FL-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FL-2
Uncertificated Interest.
"Class A-3FL-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-3FL-3
Uncertificated Interest.
"Class A-3FL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence
and during the continuation of a Swap
Default while the Trustee on behalf of the
Trust is pursuing remedies under the
Class A-3FL Swap Contract pursuant to
Section 3.32 or (ii) immediately upon and
following the termination of the Class
A-3FL Swap Contract until a replacement
Class A-3FL Swap Contract is entered into,
if any, the conversion of
distributions on the Class A-3FL
Certificates from distributions based, in part,
on floating interest payments from the
Class A-3FL Swap Counterparty under the
Class A-3FL Swap Contract to distributions
based solely on fixed interest
distributions in respect of the Class A-3FL
Regular Interest, as specified in
Section 4.01(n).
"Class A-3FL Fixed Amount": The "Class A-3FL Fixed Amount" as
defined in the Class A-3FL Swap
Contract.
"Class A-3FL Fixed Swap Payment": With respect to any
Distribution
Date, the Class A-3FL Fixed Amount required
to be paid to the Class A-3FL Swap
Counterparty by the Trust under the Class
A-3FL Swap Contract.
"Class A-3FL Floating Amount": The "Floating Amount" as defined
in
the Class A-3FL Swap Contract.
"Class A-3FL Floating Swap Payment": With respect to any
Distribution Date, the Floating Amount
required to be paid to the Trust by the
Class A-3FL Swap Counterparty under the
Class A-3FL Swap Contract.
"Class A-3FL Floating Rate Account": The trust account or
accounts
created and maintained as a separate
account or accounts (or as a subaccount of
the Distribution Account) by the Trustee
pursuant to Section 3.04(e), which
shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for
the registered Holders of GE Commercial
Mortgage Corporation, Commercial
Mortgage Pass Through Certificates, Series
2005-C3 Class A-3FL Certificates,
Class A-3FL Floating Rate Account," and
which must be an Eligible Account (or a
subaccount of an Eligible Account). The
Class A-3FL Floating Rate Account shall
not be an asset of either the Lower-Tier
REMIC or Upper-Tier REMIC formed
hereunder.
"Class A-3FL Grantor Trust": That certain "grantor trust"
(within
the meaning of the Grantor Trust
Provisions), the assets of which are the A-3FL
Grantor Trust Assets.
"Class A-3FL Grantor Trust Assets": The segregated pool of
assets
consisting of the A-3FL Regular Interest,
the Class A-3FL Swap Contract, the
Class A-3FL Floating Rate Account and the
proceeds thereof, the beneficial
ownership of which is represented by the
Class A-3FL Certificates.
"Class A-3FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) amounts in respect of
interest received in respect of the Class
A-3FL Regular Interest for such
Distribution Date, (ii) the Class A-3FL
Floating Swap Payment and (iii) any
termination payment paid by the Class A-3FL
Swap Counterparty to the Trustee
upon the termination of the Class A-3FL
Swap Contract provided no replacement
Class A-3FL Swap Contract has been entered
into prior to such Distribution Date,
less (iv) the Class A-3FL Fixed Swap
Payment for such Distribution Date.
"Class A-3FL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i)
the Class A-3FL Fixed Swap Payment
over (ii) the Class A-3FL Floating Swap
Payment.
"Class A-3FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
amount of principal allocated pursuant
to Section 4.01 in respect of the Class
A-3FL Regular Interest on such
Distribution Date.
"Class A-3FL Regular Interest": The uncertificated interest in
the
Upper-Tier REMIC, designated as "Class
A-3FL", constituting a "regular interest"
in the Upper-Tier REMIC for purposes of the
REMIC Provisions and having the
characteristics attributable thereto in
this Agreement.
"Class A-3FL Swap Contract": The 1992 ISDA Master Agreement
(Multi-Currency Cross Border) together with
the related schedule, confirmation
and any annexes thereto, dated as of August
25, 2005, by and among the Swap
Counterparty and the Trustee, solely in its
capacity as Trustee, on behalf of
the Trust, or any replacement interest rate
swap agreement entered into by the
Trustee in accordance with this
Agreement.
"Class A-3FL Swap Counterparty": IXIS Financial Products Inc.,
a
Delaware corporation, acting in such
capacity or its successor in interest or
any Swap Counterparty under a replacement
Class A-3FL Swap Contract.
"Class A-3FL Swap Default": Any failure on the part of the
Class
A-3FL Swap Counterparty to (i) make a
required payment under the Class A-3FL
Swap Contract, as and when due thereunder,
or (ii) either post acceptable
collateral or find an acceptable
replacement swap counterparty after a Rating
Agency Trigger Event has occurred as
required by Part 1, paragraph (k) of the
Schedule of the Master Agreement in the
Class A-3FL Swap Contract or any early
termination date as designated under the
Class A-3FL Swap Contract shall have
occurred.
"Class A-3FL Swap Termination Fees": Any fees or expenses payable
by
the Class A-3FL Swap Counterparty to the
Trust in connection with a Class A-3FL
Swap Default, termination of the Class
A-3FL Swap Contract or liquidation of the
Class A-3FL Swap Contract, as specified in
the Class A-3FL Swap Contract.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, in the form of Exhibit
A-5 hereto.
"Class A-4 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-4
Uncertificated Interest.
"Class A-5 Certificate": A Certificate designated as "Class A-5"
on
the face thereof, in the form of Exhibit
A-6 hereto.
"Class A-5-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-5-1
Uncertificated Interest.
"Class A-5-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-5-2
Uncertificated Interest.
"Class A-6 Certificate": A Certificate designated as "Class A-6"
on
the face thereof, in the form of Exhibit
A-7 hereto.
"Class A-6-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-6-1
Uncertificated Interest.
"Class A-6-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-6-2
Uncertificated Interest.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB"
on the face thereof, in the form of Exhibit
A-8 hereto.
"Class A-AB-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-1
Uncertificated Interest.
"Class A-AB-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-2
Uncertificated Interest.
"Class A-AB-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-AB-3
Uncertificated Interest.
"Class A-AB Planned Principal Amount": The planned principal
amount
set forth on Schedule 6 hereto relating to
principal payments for the Class A-AB
Certificates.
"Class A-7A Certificate": A Certificate designated as "Class
A-7A"
on the face thereof, in the form of Exhibit
A-9 hereto.
"Class A-7A-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-7A-1
Uncertificated Interest.
"Class A-7A-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-7A-2
Uncertificated Interest.
"Class A-7A-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-7A-3
Uncertificated Interest.
"Class A-7B Certificate": A Certificate designated as "Class
A-7B"
on the face thereof, in the form of Exhibit
A-10 hereto.
"Class A-7B Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-7B
Uncertificated Interest.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit
A-12 hereto.
"Class A-J Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LA-J
Uncertificated Interest.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-13
hereto.
"Class B Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LB
Uncertificated Interest.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-14
hereto.
"Class C Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LC
Uncertificated Interest.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-15
hereto.
"Class D Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LD
Uncertificated Interest.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-16
hereto.
"Class E-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-1
Uncertificated Interest.
"Class E-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-2
Uncertificated Interest.
"Class E-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LE-3
Uncertificated Interest.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-17
hereto.
"Class F-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-1
Uncertificated Interest.
"Class F-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-2
Uncertificated Interest.
"Class F-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LF-3
Uncertificated Interest.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-18
hereto.
"Class G-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LG-1
Uncertificated Interest.
"Class G-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LG-2
Uncertificated Interest.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-19
hereto.
"Class H-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LH-1
Uncertificated Interest.
"Class H-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LH-2
Uncertificated Interest.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-20
hereto.
"Class J-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-1
Uncertificated Interest.
"Class J-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-2
Uncertificated Interest.
"Class J-3 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LJ-3
Uncertificated Interest.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-21
hereto.
"Class K Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LK
Uncertificated Interest.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-22
hereto.
"Class L-1 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LL-1
Uncertificated Interest.
"Class L-2 Component": One of the 68 Components of the Class
X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LL-2
Uncertificated Interest.
"Class LA-1-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-4 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-4 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-5 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-6 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-7 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-8 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-9 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class
LA-1A-10 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-11 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-12 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-13 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-14 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1A-15 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-4 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-5 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FX-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FX-2
Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FX-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FL-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FL-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3FL-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-5-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-5-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-6-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-6-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-7A-1 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-7A-2 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-7A-3 Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-7B Uncertificated Interest": A regular interest in
the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-4 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LL-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LL-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LN Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LO Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LP Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LQ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount
and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-31 hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-23
hereto.
"Class M Component": One of the 68 Components of the Class X-C
Certificates and one of the 62 Components
of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier
Principal Amount of the Class LM
Uncertificated Interest.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-24
hereto.
"Class N Component": One of the 68 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LN Uncertificated
Interest.
"Class O Certificate": A Certificate designated as "Class O" on
the
face thereof, in the form of Exhibit A-25
hereto.
"Class O Component": One of the 68 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LO Uncertificated
Interest.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-26
hereto.
"Class P Component": One of the 68 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LP Uncertificated
Interest.
"Class Q Certificate": A Certificate designated as "Class Q" on
the
face thereof, in the form of Exhibit A-27
hereto.
"Class Q Component": One of the 68 Components of the Class X-C
Certificates, having a Notional Amount
equal to the Lower-Tier Principal Amount
of the Class LQ Uncertificated
Interest.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, in the form of Exhibit A-30
hereto.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, in the form of Exhibit A-32
hereto.
"Class Unpaid Interest
Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the
excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in
respect of such Class for the immediately
preceding Distribution Date and (ii) any
outstanding Class Unpaid Interest
Shortfall payable to such Class on such
preceding Distribution Date over (b) the
aggregate amount in respect of interest
actually distributed to such Class on
such immediately preceding Distribution
Date. The Class Unpaid Interest
Shortfall with respect to any Class of
Certificates as of the initial
Distribution Date is zero. No interest
shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificate": Any Class X-C or Class X-P Certificate.
"Class X-C Certificate": A Certificate designated as "Class X-C"
on
the face thereof, in the form of Exhibit
A-28 hereto.
"Class X-C Notional Amount": For any date of determination, the
aggregate of the Lower-Tier Principal
Amounts of the Uncertificated Lower-Tier
Interests as of the preceding Distribution
Date (after giving effect to the
distributions of principal and allocation
of Collateral Support Deficit on such
Distribution Date), and in the case of the
first Distribution Date, as of the
Closing Date.
"Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class
X-P Components) for any Distribution
Date, the (i) the Weighted Average Net
Mortgage Rate for such Distribution Date
over (ii) the Pass-Through Rate for such
Component. With respect to each of the
Class of Components that are also Class X-P
Components (A) for any Distribution
Date occurring on or before the related
Class X-P Component Crossover Date, the
excess, if any, of the Weighted Average Net
Mortgage Rate for such Distribution
Date over (1) with respect to each of the
Class B Component, the Class C
Component and the Class D Component, the
sum of the (I) the Class X-P Fixed
Strip Rate and (II) the Pass-Through Rate
for the Class B Certificates (with
respect to the Corresponding Component of
the Class B Certificates), Class C
Certificates (with respect to the
Corresponding Component of the Class C
Certificates) and Class D Certificates
(with respect to the Corresponding
Component of the Class D Certificates) for
such Distribution Date and (2) for
each other Class X-P Component, the greater
of (x) the Pass-Through Rate for
such Component and (y) the rate per annum
corresponding to such Distribution
Date as set forth in Schedule 5 attached
hereto, and (B) for any Distribution
Date occurring after the related Class X-P
Component Crossover Date, the excess,
if any, of (i) the Weighted Average Net
Mortgage rate for such Distribution Date
over the (ii) Pass-Through Rate for such
Component. In no event will any Class
X-C Strip Rate be less than zero.
"Class X-P Certificate": A Certificate designated as "Class X-P"
on
the face thereof, in the form of Exhibit
A-29 hereto.
"Class X-P Component": Each of the Class A-1-2 Component, the
Class
A-1-3 Component, the Class A-1-4 Component,
the Class A-2-1 Component, the Class
A-2-2 Component, the Class A-2-3 Component,
the Class A-2-4 Component, the Class
A-2-5 Component, the Class A-3FL-1
Component, the Class A-3FL-2 Component, the
Class A-3FL-3 Component, the Class A-3FX-1
Component, the Class A-3FX-2
Component, the Class A-3FX-3 Component, the
Class A-4 Component, the Class A-5-1
Component, the Class A-5-2 Component, the
Class A-6-1 Component, the Class A-6-2
Component, the Class A-AB-1 Component, the
Class A-AB-2 Component, the Class
A-AB-3 Component, the Class A-7A-1
Component, the Class A-7A-2 Component, the
Class A-7A-3 Component, the Class A-7B
Component, the Class A-1A-2 Component,
the Class A-1A-3 Component, the Class
A-1A-4 Component, the Class A-1A-5
Component, the Class A-1A-6 Component, the
Class A-1A-7 Component, the Class
A-1A-8 Component, the Class A-1A-9
Component, the Class A-1A-10 Component, the
Class A-1A-11 Component, the Class A-1A-12
Component, the Class A-1A-13
Component, the Class A-1A-14 Component, the
Class A-1A-15 Component, the Class
A-J Component, the Class B Component, the
Class C Component, the Class D
Component, the Class E-1 Component, the
Class E-2 Component, the Class E-3
Component, the Class E-4 Component, the
Class F-1 Component, the Class F-2
Component, the Class F-3 Component, the
Class G-1 Component, the Class G-2
Component, the Class H-1 Component, the
Class H-2 Component, the Class J-1
Component, the Class J-2 Component, the
Class J-3 Component, the Class K
Component, the Class L-1 Component, the
Class L-2 Component and the Class M
Component.
"Class X-P Component Crossover Date": With respect to each Class
X-P
Component, the related Crossover Date as
set forth in the table below:
Class X-P Component
Component Crossover Date
-------------------
------------------------
Components A-1-2 and A-1A-2
February 2006 Distribution
Date
Components A-1-3 and A-1A-3
August 2006 Distribution
Date
Components A-1-4, A-2-1 and A-1A-4
February 2007 Distribution
Date
Components A-2-2, A-1A-5, L-1 and M
August 2007 Distribution
Date
Components A-2-3, A-1A-6, J-1, K and L-2
February 2008 Distribution
Date
Components A-2-4, A-1A-7 and J-2
August 2008 Distribution
Date
Components A-2-5, A-3FL-1, A-3FX-1, A-1A-8,
February
2009 Distribution
H-1 and J-3
Date
Components A-1A-9, A-3FL-2, A-3FX-2, G-1
and
August 2009 Distribution
H-2
Date
Components A-1A-10, A-3FL-3, A-3FX-3, A-4,
February 2010 Distribution
A-5-1, F-1 and G-2
Date
Components A-1A-11, A-5-2, A-6-1, A-AB-1
and
August 2010 Distribution
F-2
Date
Components A-1A-12, A-6-2, A-AB-2, E-1 and
February 2011 Distribution
F-3
Date
Components A-1A-13, A-AB-3, A-7A-1 and E-2
August 2011 Distribution
Date
Components A-1A-14, A-7A-2 and E-3
February 2012 Distribution
Date
Components A-1A-15, A-7A-3, A-7B, A-J, B,
C,
August 2012 Distribution
D and E-4
Date
"Class X-P Fixed Strip Rate": A per annum rate equal to (i)
0.036%,
with respect to the Corresponding Component
relating to the Class B
Certificates, (ii) 0.017%, with respect to
the Corresponding Component relating
to the Class C Certificates and (iii)
0.000%, with respect to the Corresponding
Component relating to the Class D
Certificates.
"Class X-P Notional Amount": With respect to any Distribution
Date,
the aggregate of the Notional Amounts of
the Class X-P Components as of the
close of business on the preceding
Distribution Date, excluding those Class X-P
Components for which the Class X-P
Component Crossover Date has previously
passed.
"Class X-P Strip Rate": With respect to each of the Class X-P
Components (A) for any Distribution Date
occurring on or before the related
Class X-P Component Crossover Date, (1)
with respect to each of the Class B
Component, the Class C Component and the
Class D Component, the applicable Class
X-P Fixed Strip Rate and (2) with respect
to each other Class X-P Component, the
excess, if any, of (x) the lesser of (i)
the rate per annum corresponding to
such Distribution Date as set forth in
Schedule 5 attached hereto and (ii) the
Weighted Average Net Mortgage Rate for such
Distribution Date over (y) the
Pass-Through Rate for such Component, and
(B) for any Distribution Date
occurring after the related Class X-P
Component Crossover Date, 0%. In no event
will any Class X-P Strip Rate be less than
zero.
"Clearstream": Clearstream Banking, societe anonyme.
"Closing Date": August 25 2005.
"Closing Date Deposit Amount": $867,102.72, representing the
aggregate amount of interest that would
have accrued at the related Mortgage
Rates during the interest accrual period
ending in August 2005 for those
Mortgage Loans that do not have their first
Monthly Payment due until October
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,
certificateholders, 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 whose
principal purpose 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 Servicer and reasonably acceptable
to the Trustee, the Special Servicer
and the Directing Certificateholder.
"CMSA Advance Recovery Report": The monthly report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Advance Recovery Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Advance Recovery Report"
available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Trustee and the Servicer.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Bond Level File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Bond Level File" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Trustee.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"CMSA 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 promulgated
as recommended by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "CMSA Collateral Summary File"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable
to the Trustee.
"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
promulgated as recommended by the CMSA
for commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Comparative Financial Status
Report" available as of the Closing
Date on the CMSA Website, is reasonably
acceptable to the Servicer or the
Special Servicer, as applicable.
"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 promulgated
as recommended by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Delinquent Loan Status Report"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as
applicable.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "CMSA
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 promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "CMSA Financial File"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Servicer or the Special Servicer,
as applicable.
"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 promulgated
as recommended by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Historical Liquidation Report"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as
applicable.
"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 promulgated
as recommended by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package": Collectively:
(a) the following seven electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA Loan Periodic Update File, (iii)
CMSA Property File, (iv) CMSA Bond
Level File, (v) CMSA Financial File, (vi)
CMSA Collateral Summary File and (vii)
CMSA Special Servicer Loan File;
(b) the following eleven 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
NOI Adjustment Worksheet, (ix) CMSA Loan
Level Reserve/LOC Report, (x) CMSA
Advance Recovery Report and (xi) CMSA
Reconciliation of Funds Report; and
(c) such other reports as the CMSA may designate in the future,
and
which are reasonably acceptable to the
Servicer or Special Servicer, as
applicable.
"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 such other final form for the
presentation of such information as
may from time to time be promulgated as
recommended by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"Loan Level Reserve/LOC Report" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "CMSA 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
promulgated as recommended by the CMSA for
commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "CMSA Loan
Periodic Update File" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Servicer or
the Special Servicer, as applicable,
and the Trustee.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "CMSA
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 promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "CMSA Loan Setup File"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Servicer or the Special Servicer,
as applicable, and the Trustee.
"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 promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "NOI Adjustment Worksheet"
available as of the Closing Date on
the CMSA Website, is acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and contain the information
called for in, the downloadable form
of the "Operating Statement Analysis
Report" available as of the Closing Date on
the CMSA Website or in such other form for
the presentation of such information
and containing such additional information
as may from time to time be
promulgated as recommended by the CMSA for
commercial mortgage-backed securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "Operating
Statement Analysis Report" available as of
the Closing Date on the CMSA Website,
is reasonably acceptable to the Servicer or
the Special Servicer, as applicable.
"CMSA Property File": The monthly report substantially in the
form
of, and containing the information called
for, in the downloadable form of the
"CMSA 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 promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "CMSA Property File"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Servicer or the Special Servicer,
as applicable.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Reconciliation of Funds Report"
available as of the Closing Date on the
CMSA Website, or such other final form for
the presentation of such information
as may from time to time be promulgated as
recommended by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Reconciliation of Funds
Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Servicer or the Special
Servicer, as applicable.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or in such
other form for the presentation of such
information and containing such
additional information as may from time to
time be promulgated as recommended by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "REO Status Report"
available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Servicer or the Special Servicer, as
applicable.
"CMSA Servicer Watch List": For any Determination Date, a
report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Servicer Watch
List" available as of the Closing Date
on the CMSA Website, or in such other form
for the presentation of such
information and containing such additional
information as may from time to time
be promulgated as recommended by the CMSA
for commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "Servicer Watch
List" available as of the Closing Date on
the CMSA Website, is reasonably
acceptable to the Servicer or Special
Servicer, as applicable.
"CMSA Special Servicer Loan File:" The report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "CMSA Special Servicer Loan File"
available as of the Closing Date on the
CMSA Website, or such other final form for
the presentation of such information
and containing such additional information
as may from time to time be
promulgated as recommended by the CMSA for
commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "CMSA Special
Servicer Loan File" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Special
Servicer.
"CMSA Supplemental Servicer Reports": The CMSA Delinquent Loan
Status Report, the CMSA Historical Loan
Modification and Corrected Mortgage Loan
Report, the CMSA Historical Liquidation
Report, the CMSA REO Status Report, the
CMSA Servicer Watch List, the CMSA NOI
Adjustment Worksheet, the CMSA
Comparative Financial Status Report, the
CMSA Loan Level Reserve/LOC Report and
the CMSA Operating Statement Analysis
Report.
"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, as amended from time to
time, and applicable final or temporary
regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Co-Lender Agreement": Any of the 1301 Fannin Co-Lender
Agreement,
the Oglethorpe Mall Co-Lender Agreement,
the Loews Universal Portfolio Co-Lender
Agreement or the 125 West 55th Street
Co-Lender Agreement, as applicable.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Loan": The Serviced B Notes, the Serviced Pari Passu
Loan
or any Non-Serviced Companion Loan, as
applicable.
"Compensating Interest Payment": As defined in Section 3.19.
"Component": Any of the Class A-1-1 Component, Class A-1-2
Component, the Class A-1-3 Component, the
Class A-1-4 Component, the Class A-2-1
Component, the Class A-2-2 Component, the
Class A-2-3 Component, the Class A-2-4
Component, the Class A-2-5 Component, the
Class A-3FL-1 Component, the Class
A-3FL-2 Component, the Class A-3FL-3
Component, the Class A-3FX-1 Component, the
Class A-3FX-2 Component, the Class A-3FX-3
Component the Class A-4 Component,
the Class A-5-1 Component, the Class A-5-2
Component, the Class A-6-1 Component,
the Class A-6-2 Component, the Class A-AB-1
Component, the Class A-AB-2
Component, the Class A-AB-3 Component, the
Class A-7A-1 Component, the Class
A-7A-2 Component, the Class A-7A-3
Component, the Class A-7B Component, the
Class A-1A-1 Component, the Class A-1A-2
Component, the Class A-1A-3 Component,
the Class A-1A-4 Component, the Class
A-1A-5 Component, the Class A-1A-6
Component, the Class A-1A-7 Component, the
Class A-1A-8 Component, the Class
A-1A-9 Component, the Class A-1A-10
Component, the Class A-1A-11 Component, the
Class A-1A-12 Component, the Class A-1A-13
Component, the Class A-1A-14
Component, the Class A-1A-15 Component, the
Class A-J Component, the Class B
Component, the Class C Component, the Class
D Component, the Class E-1
Component, the Class E-2 Component, the
Class E-3 Component, the Class E-4
Component, the Class F-1 Component, the
Class F-2 Component, the Class F-3
Component, the Class G-1 Component, the
Class G-2 Component, the Class H-1
Component, the Class H-2 Component, the
Class J-1 Component, the Class J-2
Component, the Class J-3 Component, the
Class K Component, the Class L-1
Component, the Class L-2 Component, the
Class M Component, the Class N
Component, the Class O Component, the Class
P Component and the Class Q
Component.
"Condemnation Proceeds": All proceeds paid in connection with
the
full or partial condemnation of a Mortgaged
Property, to the extent such
proceeds are not applied to the restoration
of the related Mortgaged Property or
released to the Mortgagor or any tenants or
ground lessors, in accordance with
the Servicing Standard (in the case of a
Non-Serviced Mortgage Loan, to the
extent of any portion of such amounts
received by the Trustee or the Servicer
pursuant to the related Co-Lender
Agreement).
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates
(other than the Class X Certificates)
then outstanding that has a then aggregate
Certificate Balance at least equal to
25% of the initial Certificate Balance of
such Class of Certificates. As of the
Closing Date, the Controlling Class will be
the Class Q Certificates.
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified to
the Certificate Registrar from time to time
by such Holder (or Certificate
Owner).
"Corporate Trust Office": The principal corporate trust office
of
the Trustee at which at any particular time
its corporate trust business with
respect to this Agreement shall be
administered, which office at the date of the
execution of this Agreement is located at
135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global
Securities and Trust Services
Group--GECMC 2005-C3.
"Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three
consecutive Monthly Payments (for such
purposes taking into account any
modification or amendment of such Mortgage Loan
or Serviced Whole Loan), and (provided that
no additional default is foreseeable
in the reasonable judgment of the Special
Servicer) the Special Servicer has
returned servicing of such Mortgage Loan or
Serviced Whole Loan, as the case may
be, to the Servicer pursuant to Section
3.21(a).
"Credit File": As defined in Section 2.01(d).
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-collateralized and cross-defaulted
with another Mortgage Loan.
"Cross-Collateralized Group": The Cross-Collateralized Mortgage
Loans which are cross-collateralized and
cross-defaulted with each other.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document
custodian for the Mortgage Files, which
Person shall not be the Depositor, either
of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall
be the initial Custodian.
"Cut-off Date": With respect to any Mortgage Loan or Serviced B
Note, the later of August 1, 2005 and the
date of the origination of such
Mortgage Loan or Serviced B Note, as the
case may be.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan,
Serviced Pari Passu Loan or Serviced B
Note, the outstanding principal balance
of such Mortgage Loan, Serviced Pari Passu
Loan or Serviced B Note as of the
Cut-off Date, after application of all
payments of principal due on or before
such date, whether or not received but
without regard to any prepayments
received on or prior to the Cut-off
Date.
"DBRS": Dominion Bond Rating Service.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an
annual operating statement for the related
Mortgaged Property, the ratio of (i) Net
Operating Income produced by the
related Mortgaged Property during such
period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon
Payment) due under such Mortgage Loan
during such period; provided that, with
respect to the Mortgage Loan indicated
on Schedule 3, which pay interest only for
a specified period of time set forth
in the related loan documents and then pay
principal and interest, the related
Monthly Payment will be calculated (for
purposes of this definition only) to
include interest and principal (based on
the amortization schedule indicated on
Schedule 3).
"Default Interest": With respect to any Mortgage Loan or
Serviced
Whole Loan which is in default pursuant to
the terms of the related loan
documents for any related Due Period, all
interest accrued in respect of such
Mortgage Loan or Serviced Whole Loan during
such Due Period provided for in the
related Mortgage Note or Mortgage as a
result of the related default (exclusive
of Late Payment Charges) that is in excess
of interest at the related Mortgage
Rate accrued on the unpaid principal
balance of such Mortgage Loan or Serviced
Whole Loan outstanding from time to time
during such Due Period.
"Defaulted Mortgage Loan": A Mortgage Loan or Serviced Whole
Loan
that is delinquent at least sixty days in
respect of its Monthly Payments or
more than thirty days delinquent in respect
of its Balloon Payment, if any, in
either case such delinquency to be
determined without giving effect to any grace
period permitted by the related Mortgage or
Mortgage Note and without regard to
any acceleration of payments under the
related Mortgage and Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Deficient Valuation": With respect to any Mortgage Loan or
Serviced
Whole Loan, a valuation by a court of
competent jurisdiction of the Mortgaged
Property in an amount less than the then
outstanding principal balance of the
Mortgage Loan or Serviced Whole Loan, which
valuation results from a proceeding
initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": GE Commercial Mortgage Corporation, a Delaware
corporation, or its successor in
interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
earlier of (i) the 6th day of the month in
which such Distribution Date occurs
or, if such 6th day is not a Business Day,
the immediately preceding Business
Day and (ii) the 4th Business Day prior to
the related Distribution Date.
"Directing Certificateholder": The Controlling Class
Certificateholder or its designee selected
by more than 50% of the Controlling
Class Certificateholders, by Certificate
Balance, as certified by the
Certificate Registrar from time to time;
provided, however, that (i) absent such
selection, (ii) until a Directing
Certificateholder is so selected or (iii) upon
receipt by the Trustee of a notice from a
majority of the Controlling Class
Certificateholders, by Certificate Balance,
that a Directing Certificateholder
is no longer designated, the Controlling
Class Certificateholder that owns the
largest aggregate Certificate Balance of
the Controlling Class will be the
Directing Certificateholder.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof, that are not customarily
provided to tenants in connection with the
rental of space "for occupancy only"
within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the
management or operation of such REO
Property, the holding of such REO Property
primarily for sale to customers (other than
the sale of the REO Property
pursuant to Section 3.18), the use of such
REO Property in a trade or business
conducted by the Trust Fund or the
performance of any construction work on the
REO Property (other than the completion of
a building or improvement, where more
than 10% of the construction of such
building or improvement was completed
before default became imminent), other than
through an Independent Contractor;
provided, however, that the Trustee (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 Special
Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants,
enters into or renews leases, deals
with taxes and insurance or makes decisions
as to repairs or capital
expenditures with respect to such REO
Property or takes other actions consistent
with Treasury Regulations Section
1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any
possession of the United States or any
agency or instrumentality of any of the
foregoing (other than an instrumentality
which is a corporation if all of its
activities are subject to tax and a
majority of its board of directors is not
selected by such governmental unit),
(ii) a foreign government, any
international organization or any agency or
instrumentality of any of the foregoing,
(iii) any organization (other than
certain farmers' cooperatives described in
Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income), (iv) rural
electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated
by the Servicer based upon an
Opinion of Counsel that the holding of an
Ownership Interest in a Residual
Certificate by such Person may cause either
the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a
REMIC or any Person having an Ownership
Interest in any Class of Certificates
(other than such Person) to incur a
liability for any federal tax imposed under
the Code that would not otherwise be
imposed but for the Transfer of an
Ownership Interest in a Residual Certificate
to such Person. The terms "United States,"
"State" and "international
organization" shall have the meanings set
forth in Section 7701 of the Code or
successor provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of
Regular Certificates and the Class A-3FL
Regular Interest, the Accrued Certificate
Interest in respect of such Class of
Regular Certificates or Class A-3FL Regular
Interest for such Distribution Date,
reduced (to not less than zero) by (i) such
Class's share of the Uncovered
Prepayment Interest Shortfall for such
Distribution Date and (ii) by any
allocations to such Class of Certificates
or Class A-3FL Regular Interest,
(other than in the case of the Class X
Certificates) of any Certificate Deferred
Interest for such Distribution Date.
"Distribution Account": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution
Account, Class A-3FL Floating Rate Account
and the Excess Interest Distribution
Account. The Distribution Account shall at
all times be an Eligible Account.
"Distribution Date": The 10th day of any month or, if such 10th
day
is not a Business Day, the Business Day
immediately following, commencing in
September 2005.
"Document Defect": As defined in Section 2.03(b).
"Due Date": With respect to (i) any Mortgage Loan or Serviced
Whole
Loan on or prior to its Maturity Date, the
day of the month set forth in the
related Mortgage Note on which each Monthly
Payment thereon is scheduled to be
first due, (ii) any Mortgage Loan or
Serviced Whole Loan after the Maturity Date
therefor, the day of the month set forth in
the related Mortgage Note on which
each Monthly Payment on such Mortgage Loan
had been scheduled to be first due,
and (iii) any REO Loan, the day of the
month set forth in the related Mortgage
Note on which each Monthly Payment on the
related Mortgage Loan or Serviced
Whole Loan had been scheduled to be first
due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Serviced Whole Loan, the period
commencing immediately following the
Determination Date in the calendar month
preceding the month in which such
Distribution Date occurs and ending on and
including the close of business on
the Determination Date in the calendar
month in which such Distribution Date
occurs. Notwithstanding the foregoing, in
the event that the last day of a Due
Period is not a Business Day, any payments
received with respect to the Mortgage
Loan or Serviced Whole Loans relating to
such Due Period on the Business Day
immediately following such day shall be
deemed to have been received during such
Due Period and not during any other Due
Period.
"EDGAR": The Commission's Electronic Data Gathering and
Retrieval
System.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state
chartered depository institution or trust
company (including the Trustee) (1) if the
deposits are to be held in such
account 30 days or more, (A) the long-term
unsecured debt obligations of which
are rated at least "AA-" by Fitch (or, if
not rated by Fitch, at least "AA-" or
its equivalent by another nationally
recognized statistical rating agency) and
(B) the long-term unsecured debt
obligations are rated at least "AA" by S&P (or
A+ by S&P if such institution's
short-term rating is at least "A-1" by S&P) or
(2) if the deposits are to be held in such
account less than 30 days the
short-term unsecured debt obligations of
which have a short-term rating of not
less than "F-1" from Fitch, or, if not
rated by Fitch, at least "F-1" or its
equivalent by another nationally recognized
statistical rating agency, (and
having a combined capital and surplus of at
least $50,000,000 and subject to
supervision or examination by federal or
state authorities) and at least "A-1"
by S&P, (ii) a segregated account or
accounts maintained with Deutsche Bank so
long as its long-term unsecured debt
obligations are rated at least "A+" by
Fitch (or, if not rated by Fitch, at least
"AA-" or its equivalent by another
nationally recognized statistical rating
agency) and at least "AA" by S&P, (iii)
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) or (iv) an account or
accounts maintained with PNC Bank,
National Association so long as PNC Bank's
long term unsecured debt rating shall
be at least "A" from Fitch and "A" by
S&P (if the deposits are to be held in the
account for more than 30 days) or PNC
Bank's short term deposit or short term
unsecured debt rating shall be at least
"F-1" from Fitch and "A-1" by S&P (if
the deposits are to be held in the account
for 30 days or less). Eligible
Accounts may bear interest. No Eligible
Account shall be evidenced by a
certificate of deposit, passbook or other
similar instrument.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for
the account of a Qualified
Institutional Buyer to whom notice is given
that the offer, sale or transfer is
being made in reliance on Rule 144A, (ii)
an Institutional Accredited Investor
or (iii) with respect to the Regular
Certificates (other than the ERISA
Restricted Certificates (without giving
effect to clause (b)(ii) of such
definition)), in case of ownership or
transfer of an interest in any Regulation
S Book-Entry Certificate, a Person
acquiring such interest pursuant to
Regulation S in accordance with all
applicable procedures herein.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, the American
Society for Testing and Materials in
the case of Specially Serviced Loans as to
which the related Mortgaged Property
is a non-multifamily property, and
including investigation of lead based paint,
radon and asbestos.
"Environmental Insurance Policy": With respect to any Mortgage
Loan
or Serviced Whole Loan listed on Schedule
4, the insurance policy covering
damage resulting from an environmental
event that is maintained from time to
time in respect of such Mortgage Loan or
Serviced Whole Loan or the related
Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(d)(i)(A).
"ERISA Restricted Certificate": Any Class K, Class L, Class M,
Class
N, Class O, Class P or Class Q Certificate;
provided that, any such Certificate
(a) will cease to be considered an ERISA
Restricted Certificate and (b) will
cease to be subject to the transfer
restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer
of such Certificate, either (i) it is
rated in one of the four highest generic
ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would
permit transfer of such Certificate
to a Plan (in the case of clause (ii), as
evidenced by an Opinion of Counsel).
"Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any
Mortgagor for application toward the
payment of real estate taxes, assessments,
insurance premiums, ground lease
rents and similar items in respect of the
related Mortgaged Property, including
amounts for deposit to any reserve
account.
"Euroclear": The Euroclear System and its successors.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as
having a Revised Rate, interest
accrued on such Mortgage Loan after the
Anticipated Prepayment Date allocable to
the Excess Rate, including all interest
accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier
REMIC or the Upper-Tier REMIC formed
hereunder.
"Excess Interest Distribution Account": The trust account,
accounts
or subaccounts, which may be a subaccount
of the Distribution Account, created
and maintained by the Trustee pursuant to
Section 3.04(c), which shall be
entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered Holders of GE Commercial
Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3,
Excess Interest Distribution
Account," and which must be an Eligible
Account or maintained as a subaccount of
an Eligible Account. The Excess Interest
Distribution Account shall not be an
asset of the Lower-Tier REMIC or the
Upper-Tier REMIC formed hereunder.
"Excess Interest Grantor Trust": That certain "grantor trust"
(within the meaning of the Grantor Trust
Provisions), the assets of which are
the Excess Interest Grantor Trust
Assets.
"Excess Interest Grantor Trust Assets": The segregated pool of
assets consisting of the Excess Interest
and the Excess Interest Distribution
Account, beneficial ownership of which is
represented by Class S Certificates.
"Excess Liquidation Proceeds": With respect to any Mortgage Loan
or
Serviced Whole Loan, the excess of (i)
Liquidation Proceeds of that Mortgage
Loan or Serviced Whole Loan or related REO
Property net of any related
Liquidation Expenses, unpaid servicing
compensation, Advances and interest on
Advances over (ii) the amount that would
have been received if payment in full
had been made with respect to such Mortgage
Loan or Serviced Whole Loan on the
Due Date immediately following the date on
which such proceeds were received.
"Excess Liquidation Proceeds Reserve Account": The account,
accounts
or subaccount, created and maintained by
the Trustee, which may be a subaccount
of the Distribution Account, pursuant to
Section 3.04(b) in trust for the
Certificateholders, which shall be entitled
"LaSalle Bank National Association,
as Trustee, for the benefit of Holders of
GE Commercial Mortgage Corporation,
Mortgage Pass-Through Certificates, Series
2005-C3, Excess Liquidation Proceeds
Reserve Account." Any such account shall at
all times be an Eligible Account or
a subaccount of an Eligible Account. The
Excess Liquidation Proceeds Reserve
Account shall be an asset of the Lower-Tier
REMIC.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a
Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the
applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"Excess Servicing Strip": With respect to any Mortgage Loan,
Serviced Pari Passu Loan, Serviced B Note
or any successor REO Loan with respect
thereto, the portion of the related
Servicing Fee calculated at an annual rate
equal to the excess, if any, of the related
Servicing Fee Rate over 0.005% (0.5
basis points) per annum, subject to
reduction by the Trustee pursuant to Section
3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Exchange Certification": An Exchange Certification substantially
in
the form set forth in Exhibit P hereto
executed by a holder of an interest in a
Regulation S Book Entry Certificate or a
Rule 144A Book Entry Certificate, as
applicable.
"Fannie Mae": Fannie Mae or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination (made
in
accordance with the Servicing Standard) by
the Special Servicer with respect to
any Defaulted Mortgage Loan or REO Property
(other than a Mortgage Loan or REO
Property, as the case may be, that was
purchased by the related Mortgage Loan
Seller pursuant to Section 3 of the
applicable Mortgage Loan Purchase Agreement,
by the Directing Certificateholder, the
Special Servicer or the Servicer
pursuant to Section 3.18(c), by the Special
Servicer or the Servicer pursuant to
Section 9.01, by a related Mezzanine Lender
pursuant to a related Mezzanine
Intercreditor Agreement or, in the case of
a Serviced Whole Loan, the holder of
any related Serviced Pari Passu Loan or
Serviced B Note or its designee pursuant
to the related Co-Lender Agreement) that
there has been a recovery of all
Insurance Proceeds and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue
and other payments or recoveries that will
ultimately be recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and an affiliate of the
Trustee, in its capacity as fiscal agent and
its successors in interest, or any
successor or fiscal agent appointed as herein
provided.
"Fitch": Fitch, Inc., and its successors in interest.
"Freddie Mac": Freddie Mac or any successor thereto.
"GACC": German American Capital Corporation.
"GACC Mortgage Loans": The Mortgage Loans sold to the Depositor
by
GACC.
"GECMC 2005-C2 Pooling Agreement": The Pooling and Servicing
Agreement, dated May 1, 2005, among GE
Commercial Mortgage Corporation, as
depositor, GEMSA Loan Services, L.P., as
master servicer, LNR Partners, Inc., as
special servicer, and Wells Fargo Bank,
N.A., as trustee, relating to the
issuance of GECMC 2005-C2 Commercial
Mortgage Pass Through Certificates, as from
time to time amended, supplemented or
modified.
"GECMC 2005-C2 Servicer": GEMSA Loan Services, L.P. or its
successor
servicer appointed pursuant to the GECMC
2005-C2 Pooling Agreement.
"GECMC 2005-C2 Special Servicer": LNR Partners, Inc. or its
successor special servicer for the 125 West
55th Street Whole Loan, appointed
pursuant to the GECMC 2005-C2 Pooling
Agreement.
"GECMC 2005-C2 Trustee": Wells Fargo Bank, N.A. as trustee under
the
GECMC 2005-C2 Pooling Agreement.
"Grantor Trust": Either the Excess Interest Grantor Trust or
the
Class A-3FL Grantor Trust.
"Grantor Trust Provisions": Sections 671-679 of the Code and
Treasury Regulations Section
301.7701-4(c).
"Ground Lease": In the case of any Mortgage Loan for which the
related Mortgagor has a leasehold interest
in the related Mortgaged Property,
the lease agreement creating such leasehold
interest.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan
Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including,
without limitation, those so
identified pursuant to CERCLA or any other
federal, state or local environmental
related laws and regulations, and
specifically including, without limitation,
asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea
formaldehyde and any substances
classified as being "in inventory," "usable
work in process" or similar
classification which would, if classified
as unusable, be included in the
foregoing definition.
"Holdback Mortgage Loan": Any Mortgage Loan as to which the
related
Mortgagor was required to escrow funds or
post a letter of credit related to
satisfying certain performance
objectives.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Trustee, the Fiscal Agent, the
Depositor, the Servicer, the Special
Servicer, the Directing Certificateholder,
the holder of any Serviced Pari Passu Loan
or Serviced B Note 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 Trustee, the Fiscal
Agent, the Depositor, the Servicer, the
Special Servicer, the Directing
Certificateholder, the holder of any
Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof and (iii) is not
connected with the Trustee, the Fiscal
Agent, the Depositor, the Servicer, the
Special Servicer, the Directing
Certificateholder, the holder of any
Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof as an officer,
employee, promoter, underwriter,
trustee, partner, director or Person
performing similar functions; provided,
however, that a Person shall not fail to be
Independent of the Trustee, the
Fiscal Agent, the Depositor, the Servicer,
the Special Servicer, the Directing
Certificateholder, the holder of any
Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof merely because
such Person is the beneficial owner of
1% or less of any Class of securities
issued by the Trustee, the Fiscal Agent,
the Depositor, the Servicer, the Special
Servicer, the Directing
Certificateholder, the holder of any
Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof, as the case may
be; provided, further, that such
ownership constitutes less than 1% of the
total assets owned by such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to
the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a
real estate investment trust (except
that the ownership test set forth in that
Section shall be considered to be met
by any Person that owns, directly or
indirectly, 35% or more of any Class of
Certificates, or such other interest in any
Class of Certificates as is set
forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the
Fiscal Agent, the Servicer, the Special
Servicer, the holder of any Serviced
Pari Passu Loan or Serviced B Note or the
Trust, delivered to the Trustee, the
Fiscal Agent and the Servicer), so long as
the Trust does not receive or derive
any income from such Person and provided
that the relationship between such
Person and the Trust is at arm's length,
all within the meaning of Treasury
Regulations Section 1.856-4(b)(5) (except
that the Servicer or the Special
Servicer shall not be considered to be an
Independent Contractor under the
definition in this clause (i) unless an
Opinion of Counsel has been delivered to
the Trustee (and, if any Serviced Whole
Loan is affected, to the holders of any
related Serviced Pari Passu Loan or
Serviced B Note) to that effect) or (ii) any
other Person (including the Servicer and
the Special Servicer) upon receipt by
the Trustee, the Special Servicer, the
Servicer (and, if any Serviced Whole Loan
is affected, by the holders of any Serviced
Pari Passu Loan or Serviced B Note)
of an Opinion of Counsel, which shall be at
no expense to the Trustee, the
Fiscal Agent, the Servicer, the Special
Servicer, the Trust Fund or the holder
of any Serviced Pari Passu Loan or Serviced
B Note, to the effect that the
taking of any action in respect of any REO
Property by such Person, subject to
any conditions therein specified, that is
otherwise herein contemplated to be
taken by an Independent Contractor will not
cause such REO Property to cease to
qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of
the Code or cause any income realized in
respect of such REO Property to fail to
qualify as Rents from Real Property.
"Initial Certification Date": As defined in Section 2.02(b).
"Initial Purchasers": Deutsche Bank Securities Inc. and Banc of
America Securities LLC.
"Initial Resolution Period": As defined in Section 2.03(b).
"Institutional Accredited Investor": As defined in Section
5.02(b).
"Insurance Policy": With respect to any Mortgage Loan or
Serviced
Whole Loan, any hazard insurance policy,
flood insurance policy, title policy or
other insurance policy that is maintained
from time to time in respect of such
Mortgage Loan or Serviced Whole Loan or the
related Mortgaged Property.
"Insurance Proceeds": All proceeds paid under any Insurance
Policy,
to the extent such proceeds are not applied
to the restoration of the related
Mortgaged Property or released to the
Mortgagor or any tenants or ground
lessors, or, with respect to a Non-Serviced
Mortgage Loan, to the extent
received pursuant to the related Co-Lender
Agreement, in each case in accordance
with the Servicing Standard.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-3FL
Certificates), the Class A-3FL Regular
Interest or Uncertificated Lower-Tier
Interests and any Distribution Date, the
period beginning on the first day of the
calendar month preceding the calendar
month in which the related Distribution
Date occurs and ending on the last day
of the calendar month preceding the
calendar month in which such Distribution
Date occurs, calculated assuming that each
month has 30 days and each year has
360 days. With respect to the Class A-3FL
Certificates, interest shall be
calculated on an Actual/360 Basis and, for
any Distribution Date, shall be
deemed to accrue during the period from and
including the Distribution Date in
the month preceding the month in which the
related Distribution Date occurs (or,
in the case of the first Distribution Date,
the Closing Date to September 9,
2005) to but excluding the related
Distribution Date; provided, however, that if
a Class A-3FL Distribution Conversion has
occurred, the Accrued Interest with
respect to the Class A-3FL Certificates
shall be the same as the Accrued
Interest for the Class A-3FL Regular
Interest.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates, Uncertificated Lower-Tier
Interests and the Class A-3FL Regular
Interest for any Distribution Date, an
amount equal to the sum of the
Distributable Certificate Interest and the
Class Unpaid Interest Shortfall with
respect to such Class of Regular
Certificates or the Uncertificated Lower-Tier
Interests for such Distribution Date and
any Accrued Interest From Recoveries
for such Class, to the extent not
previously paid for all prior Distribution
Dates.
"Interest Reserve Account": The segregated account or
subaccount
created and maintained by the Trustee
pursuant to Section 3.25 in the name of
"LaSalle Bank National Association, as
Trustee, in trust for the registered
holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2005-C3, Interest
Reserve Account" or maintained as a
subaccount of the Distribution Account into
which the amounts set forth in
Section 3.25 shall be deposited directly
and which must at all times be an
Eligible Account or a subaccount of an
Eligible Account.
"Interest Reserve Loans": The Actual/360 Mortgage Loans.
"Interested Person": The Depositor, the 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).
"Investment Representation Letter": As defined in Section
5.02(b).
"Late Collections": With respect to any Mortgage Loan or
Serviced
Whole Loan, all amounts received thereon on
or prior to the related
Determination Date (or the related grace
period), whether as payments, Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds or otherwise, which
represent late payments or collections of
principal or interest due in respect
of such Mortgage Loan or Serviced Whole
Loan (without regard to any acceleration
of amounts due thereunder by reason of
default) on a Due Date in a previous Due
Period and not previously recovered. With
respect to any REO Loan, all amounts
received in connection with the related REO
Property on or prior to the related
Determination Date (including any grace
period applicable under the original
Mortgage Loan), whether as Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or
otherwise, which represent late
collections of principal or interest due or
deemed due in respect of such REO
Loan or the predecessor Mortgage Loan or
Serviced Whole Loan (without regard to
any acceleration of amounts due under the
predecessor Mortgage Loan or Serviced
Whole Loan by reason of default) on a Due
Date in a previous Due Period and not
previously recovered. The term "Late
Collections" shall specifically exclude
Penalty Charges.
"Late Payment Charges": With respect to any Mortgage Loan or
Serviced Whole Loan, amounts due to the
Servicer (which accrued on non-Specially
Serviced Loans) or the Special Servicer
(which accrued on Specially Serviced
Loans), which represent charges for late
payments paid by a Mortgagor pursuant
to the loan documents.
"LIBOR": With respect to the Class A-3FL Certificates and each
Interest Accrual Period, the rate for
deposits in U.S. Dollars, for a period
equal to one month, which appears on the
Dow Jones Market Service (formerly
Telerate) Page 3750 as of 11:00 a.m.,
London time, on the related LIBOR
Determination Date. If such rate does not
appear on Dow Jones Market Service
Page 3750, the rate for that Interest
Accrual Period will be determined on the
basis of the rates at which deposits in
U.S. Dollars are offered by any four
major reference banks in the London
interbank market selected by the Trustee to
provide such bank's offered quotation of
such rates at approximately 11:00 a.m.,
London time, on the related LIBOR
Determination Date to prime banks in the
London interbank market for a period of one
month, commencing on the first day
of such Interest Accrual Period and in an
amount that is representative for a
single such transaction in the relevant
market at the relevant time. The Trustee
will request the principal London office of
any four major reference banks in
the London interbank market selected by the
Trustee to provide a quotation of
such rates, as offered by each such bank.
If at least two such quotations are
provided, the rate for that Interest
Accrual Period will be the arithmetic mean
of the quotations. If fewer than two
quotations are provided as requested, the
rate for that Interest Accrual Period will
be the arithmetic mean of the rates
quoted by major banks in New York City
selected by the Trustee, at approximately
11:00 a.m., New York City time, on the
LIBOR Determination Date with respect to
such Interest Accrual Period for loans in
U.S. Dollars to leading European banks
for a period equal to one month, commencing
on the LIBOR Determination Date with
respect to such Interest Accrual Period and
in an amount that is representative
for a single such transaction in the
relevant market at the relevant time. The
Trustee will determine LIBOR for each
Interest Accrual Period and the
determination of LIBOR by Trustee will be
binding absent manifest error.
"LIBOR Determination Date": (i) with respect to the initial
Interest
Accrual Period, the date that is two LIBOR
Business Days prior to the Closing
Date, and (ii) with respect to each
Interest Accrual Period thereafter, the date
that is two LIBOR Business Days prior to
the beginning of the related Interest
Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings
in U.S. Dollar deposits) in London,
England and New York, New York.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery
Determination is made with respect to such
Mortgage Loan; (iii) such Mortgage
Loan (or related REO Loan) is repurchased
by the applicable Mortgage Loan Seller
pursuant to Section 3 of the related
Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Directing
Certificateholder, the Special
Servicer or the Servicer pursuant to
Section 3.18(c); (v) such Mortgage Loan is
purchased by the Special Servicer or the
Servicer pursuant to Section 9.01(b) or
acquired by the Sole Certificateholder in
exchange for their Certificates
pursuant to Section 9.01(d); (vi) in the
case of a Serviced Whole Loan, such
Mortgage Loan is purchased by an applicable
holder of a Serviced B Note or its
designee pursuant to the related Co-Lender
Agreement; or (vii) such Mortgage
Loan is purchased by a related Mezzanine
Lender pursuant to a related Mezzanine
Intercreditor Agreement. With respect to
any REO Property (and the related REO
Loan), any of the following events: (i) a
Final Recovery Determination is made
with respect to such REO Property or (ii)
such REO Property is purchased by the
Servicer or the Special Servicer pursuant
to Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by
the Special Servicer in connection
with the liquidation of any Specially
Serviced Loan or REO Property pursuant to
Section 3.09 or 3.18 (including, without
limitation, legal fees and expenses,
committee or referee fees and, if
applicable, brokerage commissions and
conveyance taxes).
"Liquidation Fee": Either (a) a fee payable to the Special
Servicer
with respect to each Specially Serviced
Loan or REO Property as to which the
Special Servicer receives a full, partial
or discounted payoff with respect
thereto from the related Mortgagor or any
Liquidation Proceeds with respect
thereto (in any case, other than amounts
for which a Workout Fee has been paid,
or will be payable) or any Condemnation
Proceeds with respect thereto (provided,
however, that a Liquidation Fee shall not
be payable to the Special Servicer
with respect to Condemnation Proceeds
unless the Special Servicer, prior to the
related condemnation, shall have spent
significant efforts preparing the sale,
transfer or liquidation of the related
Mortgaged Property), equal to the product
of the applicable Liquidation Fee Rate and
the proceeds of such full, partial or
discounted payoff or the net Liquidation
Proceeds (net of the related costs and
expenses associated with the related
liquidation) or Condemnation Proceeds
related to such liquidated Specially
Serviced Loan or REO Property, as the case
may be; provided, however, that no
Liquidation Fee shall be payable with respect
to clauses (iii) (except where such
purchase is by any assignee of the Purchase
Option for no material consideration, such
assignee is not an affiliate of the
assignor of such Purchase Option and such
purchase occurs more than 90 days
after the date the Special Servicer has
initially determined the fair value of
such Specially Serviced Loan pursuant to
Section 3.18), (iv) (except as set
forth in clause (b) of this definition),
(v), (vi) (except where the purchase
takes place 90 or more days following the
occurrence of a Servicing Transfer
Event with respect to such Mortgage Loan)
or (vii) (except in the case where the
purchase takes place 90 or more days
following the occurrence of a Servicing
Transfer Event with respect to such
Mortgage Loan and the related intercreditor
agreement does not prohibit the payment of
such fee) of the definition of
Liquidation Proceeds or (b) a fee payable
to the Special Servicer with respect
to each Mortgage Loan that the related
Mortgage Loan Seller has repurchased
after the expiration of the 90-day period
provided for in the fourth sentence of
Section 2.03(b), equal to the product of
the applicable Liquidation Fee Rate and
the Purchase Price (excluding, for purposes
of this calculation, any amounts
included under clause (iv) of the
definition of "Purchase Price") of such
Mortgage Loan.
"Liquidation Fee Rate": With respect the Liquidation Fee referred
to
in clause (a) of the definition of
Liquidation Fee, a rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance
Proceeds
and Condemnation Proceeds and REO Revenues)
received by or paid to the Servicer
or the Special Servicer in connection with:
(i) the liquidation of a Mortgaged
Property, REO Property or other collateral
constituting security for a Defaulted
Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof
required to be released to the
related Mortgagor in accordance with
applicable law and the terms and conditions
of the related Mortgage Note and Mortgage;
(ii) the realization upon any
deficiency judgment obtained against a
Mortgagor; (iii) the purchase of a
Defaulted Mortgage Loan by the Directing
Certificateholder, the Special Servicer
or the Servicer pursuant to Section
3.18(c); (iv) the repurchase of a Mortgage
Loan (or related REO Loan) by the
applicable Mortgage Loan Seller pursuant to
Section 3 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a
Mortgage Loan or REO Property by the
Special Servicer or by an assignee of such
purchase option pursuant to Section 9.01;
(vi) the purchase of a Mortgage Loan
by the related mezzanine lender pursuant to
the related intercreditor agreement;
or (vii) in the case of a Serviced Whole
Loan, the purchase of the related
Mortgage Loan by the applicable holder of a
Serviced B Note or its designee
pursuant to the related Co-Lender
Agreement.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 1
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
1 Principal Distribution Amount for such
Distribution Date, (ii) Workout Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus
interest on such Nonrecoverable
Advances, and Workout-Delayed Reimbursement
Amounts, that would have been paid
or reimbursed from principal collections on
the Group 2 Mortgage Loans as
provided for in clauses (i) and (ii) of the
definition of "Loan Group 2
Principal Distribution Amount" had the Loan
Group 2 Principal Distribution
Amount been sufficient to make such
reimbursements in full, over (B) the Loan
Group 2 Principal Distribution Amount
(prior to giving effect to clauses (i),
(ii) and (iii) of the definition of "Loan
Group 2 Principal Distribution
Amount") for that Distribution Date
(provided, further, that, with respect to
the amounts identified in clauses (i), (ii)
and (iii) above, if any of such
amounts reimbursed from principal
collections on the Group 1 Mortgage Loans are
subsequently recovered on the related
Mortgage Loan, such recovery will be
applied to increase the Loan Group 1
Principal Distribution Amount for the
Distribution Date related to the period in
which such recovery occurs).
"Loan Group 1 Principal Shortfall": For any Distribution Date
after
the initial Distribution Date, the amount,
if any, by which (a) the lesser of
(i) the Loan Group 1 Principal Distribution
Amount for the prior Distribution
Date and (ii) the Certificate Balance of
the Class A Certificates (other than
the Class A-1A Certificates), exceeds (b)
the aggregate amount distributed in
respect of principal on the Class A
Certificates (other than the Class A-1A
Certificates) on the preceding Distribution
Date. The Loan Group 1 Principal
Shortfall for the initial Distribution Date
will be zero.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 2
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
2 Principal Distribution Amount for such
Distribution Date, (ii) Workout Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 2 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus
interest on such Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts
that would have been paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans as provided
for in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal
Distribution Amount" had the Loan Group 1
Principal Distribution Amount been
sufficient to make such reimbursements in
full, over (B) the Loan Group 1
Principal Distribution Amount (prior to
giving effect to clauses (i), (ii) and
(iii) of the definition of "Loan Group 1
Principal Distribution Amount") for
that Distribution Date (provided, further,
that, with respect to the amounts
identified in clauses (i), (ii) and (iii)
above, if any of such amounts
reimbursed from principal collections on
the Group 2 Mortgage Loans are
subsequently recovered on the related
Mortgage Loan, such recovery will be
applied to increase the Loan Group 2
Principal Distribution Amount for the
Distribution Date related to the period in
which such recovery occurs).
"Loan Group 2 Principal Shortfall": For any Distribution Date
after
the initial Distribution Date, the amount,
if any, by which (a) the lesser of
(i) the Loan Group 2 Principal Distribution
Amount for the prior Distribution
Date and (ii) the Certificate Balance of
the Class A-1A Certificates, exceeds
(b) the aggregate amount distributed in
respect of principal on the Class A-1A
Certificates on the preceding Distribution
Date. The Loan Group 2 Principal
Shortfall for the initial Distribution Date
will be zero.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any
date of determination, the fraction,
expressed as a percentage, the numerator of
which is the scheduled principal balance of
such Loan at the time of
determination, and the denominator of which
is the Original Value of the related
Mortgaged Property.
"Loews Universal Hotel Portfolio A/B Agreement Among
Noteholders":
That certain intercreditor agreement, dated
as of July 29, 2005, among the
holders of the Loews Universal Hotel
Portfolio A Notes and the holder of the
Loews Universal Hotel Portfolio B Notes, as
from time to time amended,
supplemented or modified.
"Loews Universal Hotel Portfolio A-1 Note": With respect to the
Loews Universal Hotel Portfolio Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
related Mortgage and designated as
Promissory Note A-1, which is not included
in the Trust and which is senior in
right of payment to the Loews Universal
Hotel Portfolio B Notes and pari passu
in right of payment to the Loews Universal
Hotel Portfolio Mortgage Loan, the
Loews Universal Hotel Portfolio A-3 Note,
the Loews Universal Hotel Portfolio
A-4 Note and the Loews Universal Hotel
Portfolio A-5 Note, as provided in the
related Co-Lender Agreement.
"Loews Universal Hotel Portfolio A-3 Note": With respect to the
Loews Universal Hotel Portfolio Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
related Mortgage and designated as
Promissory Note A-3, which is not included
in the Trust and which is senior in
right of payment to the Loews Universal
Hotel Portfolio B Notes and pari passu
in right of payment to the Loews Universal
Hotel Portfolio A-1 Note, the Loews
Universal Hotel Portfolio Mortgage Loan,
the Loews Universal Hotel Portfolio A-4
Note and the Loews Universal Hotel
Portfolio A-5 Note, as provided in the
related Co-Lender Agreement.
"Loews Universal Hotel Portfolio A-4 Note": With respect to the
Loews Universal Hotel Portfolio Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
related Mortgage and designated as
Promissory Note A-4, which is not included
in the Trust and which is senior in
right of payment to the Loews Universal
Hotel Portfolio B Notes and pari passu
in right of payment to the Loews Universal
Hotel Portfolio A-1 Note, the Loews
Universal Hotel Portfolio Mortgage Loan,
the Loews Universal Hotel Portfolio A-3
Note and the Loews Universal Hotel
Portfolio A-5 Note, as provided in the
related Co-Lender Agreement.
"Loews Universal Hotel Portfolio A-5 Note": With respect to the
Loews Universal Hotel Portfolio Whole Loan,
the related promissory note made by
the related Mortgagor and secured by the
related Mortgage and designated as
Promissory Note A-5, which is not included
in the Trust and which is senior in
right of payment to the Loews Universal
Hotel Portfolio B Note and pari passu in
right of payment to the Loews Universal
Hotel Portfolio A-1 Note, the Loews
Universal Hotel Portfolio Mortgage Loan,
Loews Universal Hotel Portfolio A-3
Note and the Loews Universal Hotel
Portfolio A-4 Note, as provided in the
related Co-Lender Agreement.
"Loews Universal Hotel Portfolio A Notes": Collectively, the
Loews
Universal Hotel Portfolio A-1 Note, the
Loews Universal Hotel Portfolio Mortgage
Loan, the Loews Universal Hotel Portfolio
A-3 Note, the Loews Universal Hotel
Portfolio A-4 Note and the Loews Universal
Hotel Portfolio A-5 Note.
"Loews Universal Hotel Portfolio B Notes": With respect to the
Loews
Universal Hotel Portfolio Whole Loan,
collectively the related promissory notes
made by the related Mortgagor and secured
by the related Mortgage and designated
as Promissory Note B-1 and Promissory Note
B-2, which are not included in the
Trust, and which are subordinated in right
of payment to the related Loews
Universal Hotel Portfolio A Notes, as
provided in the related Co-Lender
Agreement.
"Loews Universal Hotel Portfolio Companion Loans": Collectively,
the
Loews Universal Hotel Portfolio Pari Passu
Loans and the Loews Universal Hotel
Portfolio B Notes.
"Loews Universal Hotel Portfolio Mortgage Loan": With respect to
the
Loews Universal Hotel Portfolio Whole Loan,
the Mortgage Note included in the
Trust (identified as Loan No. 2 on the
Mortgage Loan Schedule), which is senior
in right of payment to the Loews Universal
Hotel Portfolio B Notes, and which is
pari passu in right of payment to the Loews
Universal Hotel Portfolio A-1 Note,
the Loews Universal Hotel Portfolio A-3
Note, the Loews Universal Hotel
Portfolio A-4 Note and the Loews Universal
Hotel Portfolio A-5 Note, as provided
in the related Co-Lender Agreement.
"Loews Universal Hotel Portfolio Pari Passu Loans": The Loews
Universal Hotel Portfolio A-1 Note, the
Loews Universal Hotel Portfolio A-3
Note, the Loews Universal Hotel Portfolio
A-4 Note and the Loews Universal Hotel
Portfolio A-5 Note.
"Loews Universal Hotel Portfolio Whole Loan": Collectively, the
Loews Universal Hotel Portfolio A Notes,
including the Loews Universal Hotel
Portfolio Mortgage Loan and the Loews
Universal Hotel Portfolio B Notes.
"Lower-Tier Distribution Account": The segregated account,
accounts
or subaccount created and maintained by the
Trustee pursuant to Section 3.04(b)
in trust for the Certificateholders, which
shall be entitled "LaSalle Bank
National Association, as Trustee, in trust
for the registered Holders of GE
Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates,
Series 2005-C3, Lower-Tier Distribution
Account" or maintained as a subaccount
of the Distribution Account. Any such
account or accounts shall be an Eligible
Account or a subaccount of an Eligible
Account.
"Lower-Tier Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier Principal Amount": The principal amount of any
Uncertificated Lower-Tier Interest
outstanding as of any date of determination.
With respect to any Class of Uncertificated
Lower-Tier Interests, (i) on or
prior to the first Distribution Date, an
amount equal to the Original Lower-Tier
Principal Amount of such Class as specified
in the Preliminary Statement hereto,
and (ii) as of any date of determination
after the first Distribution Date, as
permanently reduced by all distributions of
principal deemed to have been made
in respect of such Class of Uncertificated
Lower-Tier Interests on such
Distribution Date pursuant to Section
4.01(b), any Collateral Support Deficit
allocated thereto pursuant to Section 4.04,
and as adjusted for any Certificate
Deferred Interest pursuant to Section 4.06
(but not less than zero).
"Lower-Tier REMIC": One of two separate REMICs comprising the
Trust
Fund, the assets of which consist of the
Mortgage Loans (exclusive of Excess
Interest), any REO Property (to the extent
of the Trust Fund's interest therein)
or beneficial interest in a Mortgaged
Property acquired under a Non-Serviced
Mortgage Loan Pooling Agreement with
respect thereto, such amounts as shall from
time to time be held in the Certificate
Account, the REO Accounts (to the extent
of the Trust Fund's interest therein), if
any, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve
Account, if any, and the Lower-Tier
Distribution Account, and all other
property included in the Trust Fund that is
not in the Upper-Tier REMIC or the Grantor
Trusts.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the
Controlling Class Certificateholder owning
a majority of the Percentage
Interests in the Controlling Class.
"Material Breach": As defined in Section 2.03(b).
"Material Document Defect": As defined in Section 2.03(b).
"Maturity Date": With respect to any Mortgage Loan or Serviced
Whole
Loan as of any date of determination, the
date on which the last payment of
principal is due and payable under the
related Mortgage Note, after taking into
account all Principal Prepayments received
prior to such date of determination,
but without giving effect to (i) any
acceleration of the principal of such
Mortgage Loan or Serviced Whole Loan by
reason of default thereunder or (ii) any
grace period permitted by the related
Mortgage Note.
"MERS": Mortgage Electronic Registration System, Inc.
"Mezzanine Intercreditor Agreement": Any of the Oakland City
Center
Mezzanine Intercreditor Agreement, 125 West
55th Street Mezzanine Intercreditor
Agreement and the 123 William Street
Mezzanine Intercreditor Agreement.
"Mezzanine Lender": With respect to any Mezzanine Loan, the
"Mezzanine Lender," as defined in the
related Mezzanine Intercreditor Agreement.
"Mezzanine Loan": Any loan constituting a "mezzanine loan"
associated with a Mortgage Loan, as
identified in the Prospectus, including the
mezzanine loans associated with Loan Nos.
1, 4 and 11.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of
principal and/or interest on such
Mortgage Loan or Companion Loan, including
any Balloon Payment, which is payable
by a Mortgagor from time to time under the
related Mortgage Note (as such terms
may be changed or modified in connection
with a bankruptcy, insolvency or
similar proceeding or by reason of any
modification or waiver pursuant to
Section 3.20) and applicable law, without
regard to any acceleration of
principal of such Mortgage Loan or
Companion Loan by reason of default
thereunder and without respect to any
Excess Interest.
"Moody's": Moody's Investors Service, Inc., and its successors
in
interest.
"Mortgage": With respect to any Mortgage Loan or Companion Loan,
the
mortgage, deed of trust or other instrument
securing a Mortgage Note and
creating a lien on the fee or leasehold
interest in the related Mortgaged
Property and, with respect to certain
Mortgage Loan or Companion Loan and
certain relevant terms which are not
specified in the mortgage or deed of trust,
the loan agreement for such Mortgage Loan
or Companion Loan.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
or
Companion Loan as of any Due Date that has
been modified to reduce the rate at
which interest is paid currently below the
Mortgage Rate and capitalize the
amount of such interest reduction, the
excess, if any, of (a) interest accrued
on the Stated Principal Balance thereof
during the one-month interest accrual
period set forth in the related Mortgage
Note at the related Mortgage Rate over
(b) the interest portion of the related
Monthly Payment, as so modified or
reduced, or, if applicable, Assumed
Scheduled Payment due on such Due Date.
"Mortgage File": With respect to any Mortgage Loan or Serviced
Whole
Loan, the following documents collectively
(which in the case of a Serviced
Whole Loan, except for the Mortgage Note
referred to in clause (i) of this
definition, relate to the entire Serviced
Whole Loan):
(i) (A) the original Mortgage Note, or a lost note affidavit with
a
customary
indemnification provision with a copy of the Mortgage Note
bearing,
or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment
from the
originator
of the Mortgage Loan to the applicable Mortgage Loan Seller (or
the most
recent endorsee), and further endorsed (at the direction of the
Depositor
given pursuant to the applicable Mortgage Loan Purchase
Agreement), on its face or by allonge attached thereto, without
recourse,
to the
order of the Trustee in blank or in the following form: "Pay to
the
order of
LaSalle Bank National Association, as Trustee for the
registered
holders of
GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3, without recourse,
representation or warranty, express or implied"; and (B) in the
case of
each
Serviced Pari Passu Loan or a Serviced B Note, a copy of the
executed
Mortgage
Note for such Serviced Pari Passu Loan or Serviced B Note;
(ii) an original or copy of the Mortgage and originals or copies
of
any
intervening assignments thereof showing a complete chain of
assignment
from the
originator of the Mortgage Loan or Serviced Whole Loan to the
applicable
Mortgage Loan Seller (or the most recent assignee of record),
in each
case with evidence of recording indicated thereon;
(iii) subject to the provisos at the end of this paragraph, an
original
assignment of the Mortgage, in recordable form, executed by the
Mortgage
Loan Seller (or the most recent assignee of record) in blank or
to
"LaSalle Bank National Association, as Trustee for the
registered
holders of
GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3; provided, if the
related
Mortgage
has been recorded in the name of Mortgage Electronic
Registration
System,
Inc. ("MERS") or its designee, no Assignment of Mortgage in
favor
of the
Trustee will be required to be prepared or delivered and
instead,
the
Mortgage Loan Seller shall take all actions as are necessary to
cause
the
Trustee, on behalf of the Certificateholders, to be shown as (and
the
Trustee
shall take all necessary actions to confirm that it is shown
as)
the owner
of the related Mortgage Loan on the records of MERS for
purposes
of the
system of recording transfers of beneficial ownership of
mortgages
maintained
by MERS";
(iv) an original or copy of any related Assignment of Leases
(if
such item
is a document separate from the Mortgage) and the originals or
copies of
any intervening assignments thereof showing a complete chain of
assignment
from the originator of the Mortgage Loan or Serviced Whole Loan
to the
applicable Mortgage Loan Seller, in each case 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), in recordable form,
executed
by the applicable Mortgage Loan Seller (or the most recent
assignee
of record) in blank or to "LaSalle Bank National Association,
as
Trustee
for the registered holders of GE Commercial Mortgage
Corporation,
Commercial
Mortgage Pass-Through Certificates, Series 2005-C3," provided,
if the
related assignment of Assignment of Leases has been recorded in
the
name of
MERS or its designee, no assignment of Assignment of Leases in
favor of
the Trustee will be required to be prepared or delivered and
instead,
the Mortgage Loan Seller shall take all actions as are
necessary
to cause
the Trustee, on behalf of the Certificateholders, to be shown
as
(and the
Trustee shall take all necessary actions to confirm that it is
shown as)
the owner of the related assignment of Assignment of Leases on
the
records of MERS for purposes of the system of recording transfers
of
beneficial
ownership of assignments of assignment of leases maintained by
MERS;
(vi) an original or copy of any related Security Agreement
and/or
loan
agreement (if such item is a document separate from the Mortgage)
and
the
originals or copies of any intervening assignments thereof showing
a
complete
chain of assignment from the originator of the Mortgage Loan or
Serviced
Whole Loan to the applicable Mortgage Loan Seller, in each case
with
evidence of recording thereon (if recording is necessary to
protect
the rights
of the secured party);
(vii) an original assignment of any related Security Agreement
and/or
loan agreement (if such item is a document separate from the
Mortgage),
in recordable form (if recording is necessary to protect the
rights of
the secured party), executed by the applicable Mortgage Loan
Seller (or
the most recent assignee of record) to "LaSalle Bank National
Association, as Trustee for the registered holders of GE
Commercial
Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates,
Series
2005-C3," provided, if the related Security Agreement has been
recorded
in the name of MERS or its designee, no assignment of Security
Agreement
in favor of the Trustee will be required to be prepared or
delivered and
instead, the Mortgage Loan Seller shall take all actions as
are
necessary to cause the Trustee, on behalf of the
Certificateholders,
to be
shown as (and the Trustee shall take all necessary actions to
confirm
that it is shown as) the owner of the related assignment of
Security
Agreement on the records of MERS for purposes of the system of
recording
transfers of beneficial ownership of security agreements
maintained
by MERS;
(viii) originals (with respect to the Mortgage Note) or copies
of
all
consolidation, assumption, modification, written assurance and
substitution agreements, with evidence of recording thereon,
where
appropriate, in those instances where the terms or provisions of
the
Mortgage,
Mortgage Note or any related security document have been
consolidated or modified or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof
in
connection with the Mortgage Loan, together with all endorsements
or
riders
that were issued with or subsequent to the issuance of such
policy,
insuring
the priority of the Mortgage as a first lien on the Mortgagor's
interest
in the Mortgaged Property, or if the policy has not yet been
issued, an
original or copy of a marked-up written commitment, interim
binder or
the pro forma title insurance policy marked as binding and
countersigned by the issuer or its authorized agent either on its
face or
by an
acknowledged closing instruction or escrow letter;
(x) the original or, to the extent the Servicer has the original,
a
copy of
any guaranty of the obligations of the Mortgagor under the
Mortgage
Loan and any intervening assignments;
(xi) all UCC Financing Statements (other than UCC-3 assignments
to
the
Trustee) and continuation statements or copies thereof, as filed,
or
in form
that is complete and suitable for filing or recording, as
appropriate, or other evidence of filing acceptable to the
Trustee
sufficient
to perfect (and maintain the perfection of) the security
interest
held by the originator of the Mortgage Loan (and each assignee
of
record
prior to the Trustee) in and to the personalty of the Mortgagor
at
the
Mortgaged Property, and to transfer such security interest to
the
Trustee,
or alternatively, a UCC acknowledgement form, UCC search from a
reputable
search firm, printout from UCC 11, or printouts from on-line
confirmations; provided, if the related UCC Financing Statement has
been
recorded
in the name of MERS or its designee, no UCC Financing Statement
in favor
of the Trustee will be required to be prepared or delivered and
instead,
the Mortgage Loan Seller shall take all actions as are
necessary
to cause
the Trustee, on behalf of the Certificateholders, to be shown
as
(and the
Trustee shall take all necessary actions to confirm that it is
shown as) the owner of
the related UCC Financing Statement on the records
of MERS
for purposes of the system of recording transfers of beneficial
ownership
of UCC financing statements maintained by MERS;
(xii) all UCC Financing Statements (including financing
statements
in lieu of
continuation statements and UCC-3 financing statements) in
favor of
the Trustee in form that is complete and suitable for filing or
recording,
as appropriate, acceptable to the Trustee sufficient to assign
the
security interest held by the originator of the Mortgage Loan
or
Serviced
Whole Loan or its assignee, or alternatively if the UCC
Financing
Statements
in favor of the Trustee have been filed or recorded, a UCC
acknowledgement
form, UCC search from a reputable search firm, printout
from UCC
11, or printouts from on-line confirmations;
(xiii) the original power of attorney or a copy thereof (with
evidence
of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage
Note or other document or instrument referred to above was not
signed by
the Mortgagor;
(xiv) with respect to the Mortgage Loans with Additional Debt
listed
on
Schedule 2 hereto, an original or copy of the subordination
agreement
(if any),
pursuant to which such Additional Debt will be fully
subordinated to such Mortgage Loan;
(xv) with respect to any Mortgage Loan secured by a ground lease,
an
original
or copy of the related ground lease;
(xvi) an original or copy of any escrow agreement;
(xvii) the appropriate assignment documentation related to any
letter of
credit securing such Mortgage Loan;
(xviii) with respect to hospitality properties, a copy of the
franchise
agreement, an original copy of the comfort letter and any
transfer
documents with respect to such comfort letter, if any;
(xix) the original (or copy, if the original is held by the
Servicer
pursuant
to Section 2.01(b)) of any letter of credit for the benefit of
the lender
securing such Mortgage Loan;
(xx) the original of any cash management or similar agreement
executed
by the Mortgagor under the Mortgage Loan;
(xxi) in the case of any Serviced Whole Loan, a copy of the
related
Co-Lender
Agreement;
(xxii) with respect to any Mortgage Loan subject to a Mezzanine
Loan, an
original or copy of any related Mezzanine Intercreditor
Agreement;
(xxiii) a copy of the related Mortgage Loan Checklist; and
(xxiv) with respect to a Non-Serviced Mortgage Loan, a copy of
the
related
Non-Serviced Mortgage Loan Pooling Agreement;
provided, however, that whenever the term
"Mortgage File" is used to refer to
documents held by the Trustee, or a
Custodian appointed thereby, such term shall
not be deemed to include such documents and
instruments required to be included
therein unless they are actually received
by the Trustee or a Custodian
appointed thereby.
With respect to the Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met
by the delivery by the applicable
Mortgage Loan Seller of copies of the
documents specified above (other than the
Mortgage Note (and all intervening
endorsements) evidencing such Non-Serviced
Mortgage Loan, with respect to which the
originals shall be required), including
a copy of the Mortgage securing the
Non-Serviced Mortgage Loan.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and
from time to time held in the Trust
Fund. As used herein, the term "Mortgage
Loan" includes the related Mortgage
Note, Mortgage and other documents
contained in the related Mortgage File and
any related agreements.
"Mortgage Loan Checklist": The table of contents provided by
each
Mortgage Loan Seller with each closing
binder delivered to the Trustee pursuant
to Section 2.02.
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan
Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title
and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
the Trust Fund, attached hereto as
Exhibit B, which list sets forth the
following information with respect to each
Mortgage Loan:
(i) the loan i.d. number (as specified in Annex A to the
Prospectus);
(ii) the Sponsor's name (as specified in Annex A to the
Prospectus);
(iii) the street address (including city, state and zip code) of
the
related
Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity or Anticipated
Prepayment
Date, (b) remaining term to stated maturity or Anticipated
Prepayment
Date and (c) Maturity Date or Anticipated Prepayment Date;
(ix) the
original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following
the Cut-off Date;
(xi) the applicable Administrative Cost Rate;
(xii) the applicable Servicing Fee Rate;
(xiii) whether the Mortgage Loan is an Actual/360 Mortgage
Loan;
(xiv) whether such Mortgage Loan has an Anticipated Prepayment
Date;
(xv) the Revised Rate of such Mortgage Loan, if any;
(xvi) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvii) identifying any Mortgage Loans with which such Mortgage
Loan
is
cross-defaulted or cross-collateralized;
(xviii) the originator
of such Mortgage Loan;
(xix) whether such Mortgage Loan has a guarantor;
(xx) whether such Mortgage Loan's Principal Balance is secured by
a
letter of
credit (excluding any letter of credit provided in lieu of cash
reserves);
(xxi) whether such Mortgage Loan secures a hospitality property;
and
(xxii) the applicable Loan Group, if any, to which such
Mortgage
Loan
belongs.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii)
above for all of the Mortgage Loans.
Such list may be in the form of more than
one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) General Electric Capital
Corporation, a Delaware corporation or its
respective successors in interest,
(2) Bank of America, N.A., a national
banking association, or its respective
successors in interest and (3) German
American Capital Corporation, a Maryland
corporation, or its respective successors
in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a
Mortgage Loan, Serviced Pari Passu Loan or
Serviced B Note, together with any rider,
addendum or amendment thereto.
"Mortgage Pool": All of the Mortgage Loans and any successor
REO
Loans, collectively. The Mortgage Pool does
not include any of the Oglethorpe
Mall Pari Passu Loan, the B Notes or any
Non-Serviced Pari Passu Loan, or any
REO Loan related to any such Loans.
"Mortgage Rate": With respect to: (i) any Mortgage Loan,
Serviced
Pari Passu Loan or Serviced B Note (or
successor REO Loan) on or prior to its
Maturity Date, the annual rate at which
interest is scheduled (in the absence of
a default) to accrue on such Mortgage Loan,
Serviced Pari Passu Loan or Serviced
B Note from time to time in accordance with
the related Mortgage Note and
applicable law, exclusive of the Excess
Rate or any default rate; (ii) any
Mortgage Loan, Serviced Pari Passu Loan or
Serviced B Note (or successor REO
Loan) after its Maturity Date, the annual
rate described in clause (i) above
determined without regard to the passage of
such Maturity Date; provided,
however, that if any Mortgage Loan does not
accrue interest on the basis of a
360-day year consisting of twelve 30-day
months, then, solely for purposes of
calculating Pass-Through Rates, the
Mortgage Rate of such Mortgage Loan for any
one-month period preceding a related Due
Date will be the annualized rate at
which interest would have to accrue in
respect of such Mortgage Loan on the
basis of a 360-day year consisting of
twelve 30-day months in order to produce
the aggregate amount of interest actually
accrued (exclusive of Default Interest
or Excess Interest) in respect of such
Mortgage Loan during such one-month
period at the related Mortgage Rate;
provided, however, that with respect to
each Interest Reserve Loan, the Mortgage
Rate for the one month period (A)
preceding the Due Dates that occur in
January and February in any year which is
not a leap year or preceding the Due Date
that occurs in February in any year
which is a leap year will be determined
exclusive of the Withheld Amounts from
that month and (B) preceding the Due Date
in March will be determined inclusive
of amounts withheld from the immediately
preceding February and, if applicable,
January.
"Mortgaged Property": The fee or leasehold interest, as
applicable,
in the real property subject to the lien of
a Mortgage together with
improvements thereon.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has
acquired the related Mortgaged Property
and assumed the obligations of the original
obligor under the Mortgage Note.
"Net Investment Earnings": With respect to either the
Certificate
Account, Serviced Whole Loan Custodial
Account, the Class A-3FL Floating Rate
Account or any REO Account for any
specified period of determination, the
specified amount, if any, by which the
aggregate of all interest and other
income realized during such period on funds
relating to the Trust Fund held in
such account, exceeds the aggregate of all
losses, if any, incurred during such
period in connection with the investment of
such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to either the Certificate
Account, Serviced Whole Loan Custodial
Account, the Class A-3FL Floating Rate
Account or any REO Account for any
specified period of determination, the
specified amount by which the aggregate of
all losses, if any, incurred during
such period in connection with the
investment of funds relating to the Trust
Fund held in such account in accordance
with Section 3.06, exceeds the aggregate
of all interest and other income realized
during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan (or
related
REO Loan), as of any date of determination,
a rate per annum equal to the
related Mortgage Rate in effect from time
to time, minus the Administrative Cost
Rate (in the case of any Mortgage Loan) or
the Servicing Fee Rate (in the case
of the 1301 Fannin B Note); provided,
however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate
for any Mortgage Loan will be
determined without regard to any
modification, waiver or amendment of the terms
of such Mortgage Loan, whether agreed to by
the Servicer or resulting from a
bankruptcy, insolvency or similar
proceeding involving the Mortgagor.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net
Operating Income will be calculated in
accordance with the standard definition of
"Net Operating Income" endorsed and
put forth by the Mortgage Bankers
Association and the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the
Trust, including any lease renewed,
modified or extended on behalf of the Trust
and, in the case of a Serviced Whole
Loan, the holders of any related Serviced
Pari Passu Loan or Serviced B Note, if
the Trust has the right to renegotiate the
terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a
Mortgage Loan or REO Loan which, in the
reasonable judgment of the Servicer, the
Trustee or the Fiscal Agent, 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 Mortgage Loan or REO Loan.
The determination by the Servicer,
the Trustee or the Fiscal Agent, as
applicable, that it 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 to the Trustee, the
Directing Certificateholder and the
Depositor, in the case of the Servicer, and
to the Depositor and the Directing
Certificateholder, in the case of the
Trustee and the Fiscal Agent. The
Officer's Certificate shall set forth such
determination of nonrecoverability
and the considerations of the Servicer, the
Trustee or the Fiscal Agent, 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
of the related Mortgage Loan or
Mortgaged Property, the cost of which
Appraisal shall be advanced by the
Servicer as a Servicing Advance). In making
such recoverability determination,
the Servicer, the Special Servicer, the
Trustee and the Fiscal Agent, as
applicable, will be entitled to (i)
consider (among other things) only the
obligations of the Mortgagor under the
terms of the related Mortgage Loan as it
may have been modified, to consider (among
other things) the related Mortgaged
Properties in their "as is" or then current
conditions and occupancies, as
modified by such party's assumptions
(consistent with the Servicing Standards in
the case of the Servicer and the Special
Servicer) regarding the possibility and
effects of future adverse change with
respect to such Mortgaged Properties, to
estimate and consider (among other things)
future expenses and to estimate and
consider (consistent with the Servicing
Standards in the case of the Servicer
and the Special Servicer) (among other
things) the timing of recoveries, and
(ii) give due regard to the existence of
any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with
respect to other Mortgage Loans, the
recovery of which, at the time of such
consideration, is being deferred or
delayed by the Servicer, the Trustee or the
Fiscal Agent, as applicable, in
light of the fact that proceeds on the
related Mortgage Loan are a source of
recovery not only for the P&I Advance
under consideration, but also as a
potential source of recovery of such
Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount which is being or may
be deferred or delayed. The Trustee
and the Fiscal Agent shall be entitled to
conclusively rely on the Servicer's
and the Special Servicer's determination
that a P&I Advance is or would be
nonrecoverable. The Servicer shall be
entitled to conclusively rely on the
Special Servicer's determination that a
P&I Advance is or would be
nonrecoverable.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan (other than the
Non-Serviced Mortgage Loan) or Serviced
Whole Loan or REO Property which, in the
reasonable judgment of the Servicer
(determined in accordance with the Servicing
Standard), the Trustee, the Fiscal Agent or
the Special Servicer, 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 Serviced Whole
Loan or REO Property. The determination
by the Servicer, the Trustee, the Fiscal
Agent or the Special Servicer, as the
case may be, that it has made a
Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing
Advance, shall be evidenced by an Officer's
Certificate delivered to the
Trustee, the Fiscal Agent, the Special
Servicer, the Directing Certificateholder
and the Depositor (and, in the case of the
1301 Fannin Whole Loan, the holder of
the 1301 Fannin B Note), in the case of the
Servicer, and to the Depositor and
the Directing Certificateholder (and, in
the case of the 1301 Fannin Whole Loan,
the holder of the 1301 Fannin B Note) in
the case of the Trustee, the Fiscal
Agent and the Special Servicer. The
Officer's Certificate shall set forth such
determination of nonrecoverability and the
considerations of the Servicer, the
Trustee, the Fiscal Agent or the Special
Servicer, 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 of the related
Mortgaged Property, the cost of which
Appraisal shall be advanced by the Servicer
as a Servicing Advance). In making
such recoverability determination, the
Servicer, the Special Servicer, the
Trustee and the Fiscal Agent, as
applicable, will be entitled to (i) consider
(among other things) only the obligations
of the Mortgagor under the terms of
the related Mortgage Loan as it may have
been modified, to consider (among other
things) the related Mortgaged Properties in
their "as is" or then current
conditions and occupancies, as modified by
such party's assumptions (consistent
with the Servicing Standards in the case of
the Servicer and the Special
Servicer) regarding the possibility and
effects of future adverse change with
respect to such Mortgaged Properties, to
estimate and consider (among other
things) future expenses and to estimate and
consider (consistent with the
Servicing Standards in the case of the
Servicer and the Special Servicer) (among
other things) the timing of recoveries, and
(ii) give due regard to the
existence of any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount
with respect to other Mortgage Loans, the
recovery of which, at the time of such
consideration, is being deferred or delayed
by the Servicer, the Trustee or the
Fiscal Agent, as applicable, in light of
the fact that proceeds on the related
Mortgage Loan are a source of recovery not
only for the Servicing Advance under
consideration, but also as a potential
source of recovery of such Nonrecoverable
Advance or Workout-Delayed Reimbursement
Amount which is being or may be
deferred or delayed. The Trustee and the
Fiscal Agent shall be entitled to
conclusively rely on the Servicer's and the
Special Servicer's determination
that a Servicing Advance is or would be
nonrecoverable.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-C, Class F,
Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class
P, Class Q, Class S, Class R or Class
LR Certificate.
"Non-Serviced Companion Loan": Each of the 125 West 55th Street
Pari
Passu Loans and the Loews Universal Hotel
Portfolio Companion Loans.
"Non-Serviced Mortgage Loan": Any of the 125 West 55th Street
Mortgage Loan or the Loews Universal Hotel
Portfolio Mortgage Loan.
"Non-Serviced Mortgage Loan Pooling Agreement": With respect to
the
125 West 55th Street Mortgage Loan, the
pooling and servicing agreement related
to the GECMC 2005-C2 Commercial Mortgage
Pass-Through Certificates; and with
respect to the Loews Universal Hotel
Portfolio Mortgage Loan, the pooling and
servicing agreement related to the JPM
2005-CIBC12 Commercial Mortgage
Pass-Through Certificates.
"Non-Serviced Mortgage Loan Primary Servicing Fee": With respect
to
a Non-Serviced Mortgage Loan, the servicer
fee applicable to such Non-Serviced
Mortgage Loan as provided in the related
Non-Serviced Mortgage Loan Pooling
Agreement.
"Non-Serviced Mortgage Loan Primary Servicing Fee Rate": The rate
at
which the Non-Serviced Mortgage Loan
Primary Servicing Fee accrues, as set forth
in the Non-Serviced Mortgage Loan Pooling
and Servicing Agreement, which is a
rate per annum equal to 0.02%.
"Non-Serviced Mortgage Loan Servicer": Any of the GECMC 2005-C2
Servicer and the JPM 2005-CIBC12 Servicer,
as the context may require.
"Non-Serviced Mortgage Loan Special Servicer": Any of the GECMC
2005-C2 Special Servicer and the JPM
2005-CIBC 12 Special Servicer, as the
context may require.
"Non-Serviced Mortgage Loan Trustee": Any of the GECMC 2005-C2
Trustee and the JPM 2005-CIBC12 Trustee, as
the context may require.
"Non-Serviced Mortgaged Property": Any of the 125 West 55th
Street
Mortgaged Property or the Loews Universal
Hotel Portfolio Mortgaged Property.
"Non-Serviced Pari Passu Loan": Any of the 125 West 55th Street
Pari
Passu Loans or the Loews Universal Hotel
Portfolio Pari Passu Loans.
"Non-Serviced Whole Loan": Any of the 125 West 55th Street
Whole
Loan or the Loews Universal Hotel Portfolio
Whole Loan.
"Non-U.S. Person": Any Person (a) other than a U.S. Person,
unless,
with respect to the Transfer of a Residual
Certificate, (i) such Person holds
such Residual Certificate in connection
with the conduct of a trade or business
within the United States and furnishes the
Transferor and the Certificate
Registrar with an effective Internal
Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to
both the Transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
such Transfer is in accordance with the
requirements of the Code and the
regulations promulgated thereunder and that
such Transfer of the Residual
Certificate will not be disregarded for
federal income tax purposes, or (b) who
is a U.S. Person if income of such Person
with respect to such Residual
Certificate is attributable to a foreign
permanent establishment or fixed base,
within the meaning of an applicable income
tax treaty, of such Person or any
other U.S. Person.
"Notional Amount": As of any date of determination: (i) with
respect
to all of the Class X-C Certificates as a
Class, the Class X-C Notional Amount
as of such date of determination; (ii) with
respect to any Class X-C
Certificate, the product of the Percentage
Interest evidenced by such
Certificate and the Class X-C Notional
Amount as of such date of determination;
(iii) with respect to all of the Class X-P
Certificates as a Class, the Class
X-P Notional Amount as of such date of
determination, (iv) with respect to any
Class X-P Certificate, the product of the
Percentage Interest evidenced by such
Certificate and the Class X-P Notional
Amount as of such date of determination
and (v) with respect to any Component, as
set forth in the definition of such
Component.
"Offered Certificates": The Class A, Class A-J, Class X-P, Class
B,
Class C, Class D and Class E
Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Servicer or the Special Servicer, as
the case may be, or a Responsible
Officer of the Trustee or the Fiscal
Agent.
"Oglethorpe Mall A Note": Collectively, the Oglethorpe Mall
Mortgage
Loan and the Oglethorpe Mall A-2 Note.
"Oglethorpe Mall A-2 Note": With respect to the Oglethorpe Mall
Whole Loan, the promissory note made by the
related Mortgagor and secured by the
Mortgage on the related Mortgaged Property
in the original principal amount of
$75,000,000, which is not included in the
Trust and which is pari passu in right
of payment to the other Oglethorpe Mall A
Notes, as provided in the Oglethorpe
Mall Co-Lender Agreement, as from time to
time amended, supplemented, modified
or replaced.
"Oglethorpe Mall Co-Lender Agreement": That certain
intercreditor
agreement, dated as of August 25, 2005, by
and among the holders of the
Oglethorpe Mall Mortgage Loan and the
Oglethorpe Mall Pari Passu Loans, in each
case, relating to the relative rights of
such holders, as the same may be
further amended, modified or supplemented
from time to time.
"Oglethorpe Mall Mortgage Loan": With respect to the Oglethorpe
Mall
Whole Loan, the promissory note made by the
related Mortgagor and secured by the
Mortgage on the Oglethorpe Mall Mortgaged
Property in the original principal
amount of $75,000,000 which is included in
the Trust and which is pari passu in
right of payment to the other Oglethorpe
Mall A Note, as provided in the
Oglethorpe Mall Co-Lender Agreement, as
from time to time amended, supplemented,
modified or replaced.
"Oglethorpe Mall Mortgaged Property": The property or
properties
which secure the Oglethorpe Mall Whole
Loan.
"Oglethorpe Mall Pari Passu Loan": For so long as the
Oglethorpe
Mall Mortgage Loan or a successor REO
Mortgage Loan with respect to the
Oglethorpe Mall Mortgage Loan is part of
the Mortgage Pool, the Oglethorpe Mall
A-2 Note. The Oglethorpe Mall Pari Passu
Loan is not included in the Trust.
"Oglethorpe Mall Whole Loan": The Oglethorpe Mall Mortgage
Loan,
together with the Oglethorpe Mall Pari
Passu Loan. References herein to the
Oglethorpe Mall Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Oglethorpe Mall
Mortgage Loan and the Oglethorpe Mall
Pari Passu Loan.
"One Main Place B Note": With respect to the One Main Place
Whole
Loan, the related promissory note made by
the related Mortgagor and secured by
the Mortgage on the Mortgaged Property
identified as "One Main Place" and
designated as Promissory Note B, which is
not included in the Trust, which is
subordinated in right of payment to the One
Main Place Loan as provided in the
One Main Place Co-Lender Agreement.
"One Main Place Co-Lender Agreement": With respect to the One
Main
Place Whole Loan, the related intercreditor
agreement by and between the One
Main Place noteholders relating to the
relative rights of such holders of the
respective One Main Place Mortgage Loan and
the One Main Place B Note, as the
same may be amended from time to time in
accordance with the terms thereof.
"One Main Place Mortgage Loan": With respect to the One Main
Place
Whole Loan, the related promissory note
made by the related Mortgagor and
secured by the Mortgage on the Mortgaged
Property identified as "One Main Place"
and designated as Promissory Note A, which
is included in the Trust and which is
senior in right of payment to the One Main
Place B Note as provided in the One
Main Place Co-Lender Agreement.
"One Main Place Whole Loan": Collectively, the One Main Place
Mortgage Loan and the One Main Place B
Note. References herein to the One Main
Place Whole Loan shall be construed to
refer to the aggregate indebtedness under
the One Main Place Mortgage Loan and the
One Main Place B Note.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the
Depositor, the 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 the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC, (b) compliance
with the REMIC Provisions, (c)
qualification of either Grantor Trust as a
grantor trust, (d) the resignation of
the Servicer, the Special Servicer or the
Depositor pursuant to Section 6.04 or
(e) any opinion as to enforceability, must
be an opinion of counsel who is in
fact Independent of the Depositor, the
Servicer or the Special Servicer, as
applicable.
"Original Certificate Balance": With respect to any Class of
Regular
Certificates (other than the Class X
Certificates), the initial aggregate
principal amount thereof as of the Closing
Date, in each case as specified in
the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the
initial principal amount thereof as of
the Closing Date, in each case as specified
in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X-C and
Class
X-P Notional Amounts, the initial Notional
Amounts thereof as of the Closing
Date, as specified in the Preliminary
Statement.
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection
with the origination of the related
Mortgage Loan, Non-Serviced Whole Loan or
Serviced Whole Loan.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or related REO Loan,
any
advance made by the Servicer, the Trustee,
the Fiscal Agent, pursuant to Section
4.03 or Section 7.05 of this Agreement.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the second Business Day prior to such
Distribution Date.
"Pari Passu Loans": Any of the 125 West 55th Street Pari Passu
Loans, the Loews Universal Portfolio Pari
Passu Loans or the Oglethorpe Mall
Pari Passu Loans.
"Pass-Through Rate" or "Pass-Through Rates": With respect to
any
Class of Uncertificated Lower-Tier
Interests or Regular Certificates, for the
first Distribution Date, the rate set forth
in the Preliminary Statement hereto.
For any Distribution Date occurring
thereafter, the Pass-Through Rates for (i)
the Uncertificated Lower-Tier Regular
Interests shall equal the Weighted Average
Net Mortgage Rate for such Distribution
Date, (ii) the Class A-1, Class A-2,
Class A-3FX and Class A-AB Certificates
shall equal the fixed rate corresponding
to such Class set forth in the Preliminary
Statement hereto, (iii) the Class
A-3FL Certificates (A) for any Distribution
Date on which a Class A-3FL
Distribution Conversion has not occurred
and is not continuing, a per annum rate
equal to LIBOR plus 0.1250% and (B) for any
Distribution Date on which a Class
A-3FL Distribution Conversion has occurred
and is continuing, 4.734% per annum;
(iv) the Class A-4 Certificates shall equal
the lesser of 5.0460% per annum and
the Weighted Average Net Mortgage Rate, (v)
the Class A-5 Certificates shall
equal the lesser of 4.9790% per annum and
the Weighted Average Net Mortgage
Rate, (vi) the Class A-6 Certificates shall
equal the lesser of 5.0830% per
annum and the Weighted Average Net Mortgage
Rate, (vii) the Class A-7A
Certificates shall equal the lesser of
4.9740% per annum and the Weighted
Average Net Mortgage Rate, (viii) the Class
A-7B Certificates shall equal the
lesser of 5.0350% per annum and the
Weighted Average Net Mortgage Rate, (ix) the
Class A-1-A Certificates shall equal the
lesser of 4.9490% per annum and the
Weighted Average Net Mortgage Rate, (x) the
Class A-J Certificates shall equal
the lesser of 5.0650% per annum and the
Weighted Average Net Mortgage Rate, (xi)
the Class B Certificates shall equal the a
per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.066%,
(xii) the Class C Certificates shall
equal the a per annum rate equal to the
Weighted Average Net Mortgage Rate minus
0.047%, (xiii) the Class D Certificates
shall equal the a per annum rate equal
to the Weighted Average Net Mortgage Rate
minus 0.017%, (xiv) the Class D, Class
E, Class F, Class G, Class H and Class J
Certificates shall equal the Weighted
Average Net Mortgage Rate for such
Distribution Date, (xv) the Class K, Class L,
Class M, Class N, Class O, Class P and
Class Q Certificates shall equal the
lesser of 4.7600% per annum and the
Weighted Average Net Mortgage Rate for such
Distribution Date, (xvi) the Class X-C
Certificates shall equal the per annum
rate equal to the product of the Accrued
Certificate Interest thereon for such
Distribution Date and 12, divided by the
Class X-C Notional Amount and (xvii)
the Class X-P Certificates shall equal the
per annum rate equal to the product
of the Accrued Certificate Interest thereon
for such Distribution Date and 12,
divided by the Class X-P Notional Amount.
The Pass-Through Rate for each
Component shall equal the Pass-Through Rate
for the Related Certificates (other
than the Class A-3FL Certificates) and the
Class A-3FL Regular Interest.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan), any amounts actually collected
thereon from the Mortgagor that
represent Late Payment Charges or Default
Interest, other than a Yield
Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate (other than the Class
S
or Residual Certificates), 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 is equal to the
Denomination of such Certificate divided by
the initial Certificate Balance or
Notional Amount, as applicable, of such
Class of Certificates as of the Closing
Date. With respect to a Class S or Residual
Certificate, the percentage interest
is set forth on the face thereof.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless
whether issued or managed by the
Depositor, the Servicer, the Special
Servicer, the Trustee, the Fiscal Agent or
any of their respective Affiliates and
having the required ratings, if any,
provided for in this definition and which
shall not be subject to liquidation
prior to maturity:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
Fannie
Mae, Freddie Mac or any agency or instrumentality of the United
States of
America, the obligations of which are backed by the full faith
and credit
of the United States of America that have a remaining term to
maturity
of one year or less at the time of acquisition; provided that,
any
obligation of, or guarantee by, Fannie Mae or Freddie Mac, other
than
an
unsecured senior debt obligation of Fannie Mae or Freddie Mac,
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 (and in the case of an
investment
that relates to a Serviced Whole Loan, any class of related
Serviced
Pari Passu Loan Securities) as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers'
acceptances that have a remaining term to maturity of one year or
less at
the time
of acquisition and are issued or held by any depository
institution or trust company (including the Trustee) 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 rating categories of each of each Rating Agency or such
other
rating as would not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each Rating
Agency to
any
Certificate (and in the case of an investment that relates to a
Serviced
Whole Loan, any class of related Serviced Pari Passu Loan
Securities), as evidenced in writing;
(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 that also has a long-term
unsecured
debt rating of at least "A" by S&P;
(iv) debt obligations 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 have a remaining term to maturity of
one year
or less at the time of acquisition, which debt obligations are
