EXHIBIT 4.1
================================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
MIDLAND LOAN SERVICES, INC.,
Master Servicer No. 1
NCB, FSB,
Master Servicer No. 2
LNR PARTNERS, INC.,
Special Servicer No. 1
NATIONAL CONSUMER COOPERATIVE BANK,
Special Servicer No. 2
and
WELLS FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
$1,636,950,434
Commercial Mortgage Pass-Through Certificates
Series 2005-C3
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined
Terms................................................
Section 1.02 General Interpretive
Principles..............................
Section 1.03 Certain Calculations in Respect of
the Mortgage Loans........
Section 1.04 Crossed Trust Mortgage
Loans.................................
Section 1.05 Certain Adjustments to the
Principal Distributions on the
Certificates................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Original Trust
Mortgage Loans..................
Section 2.02 Acceptance by
Trustee........................................
Section 2.03 Representations, Warranties and
Covenants of the
Depositor; Repurchase and Substitution of Trust Mortgage
Loans by the Mortgage Loan Sellers for Defects in
Mortgage Files and Breaches of Representations and
Warranties..................................................
Section 2.04 Issuance of Uncertificated REMIC I
Interests; Execution
of Certificates.............................................
Section 2.05 Acceptance of Grantor Trusts;
Issuance of the Class V
Certificates................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act as Master
Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans..........................................
Section 3.02 Collection of Mortgage Loan
Payments.........................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts..........................................
Section 3.04 The Collection Accounts,
Distribution Account, Grantor
Trust Distribution Account, Excess Liquidation Proceeds
Account and Mortgage Loan Combination Custodial Accounts....
Section 3.05 Permitted Withdrawals from the
Collection Account and the
Distribution Account........................................
Section 3.06 Investment of Funds in the
Collection Account, Mortgage
Loan Combination Custodial Accounts, Servicing Accounts,
Cash Collateral Accounts, Lock-Box Accounts, Interest
Reserve Account, REMIC I Distribution Account, REMIC II
Distribution Account, Excess Liquidation Proceeds
Account, Grantor Trust Distribution Account and the REO
Account.....................................................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Due-on-Sale and
Due-on-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions;
Other Provisions............................................
Section 3.09 Realization Upon Defaulted
Mortgage Loans....................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Reports to the
Trustee.......................................
Section 3.13 Annual Statement as to
Compliance............................
Section 3.14 Reports by Independent Public
Accountants....................
Section 3.15 Access to Certain
Information................................
Section 3.16 Title to REO Property; REO
Account...........................
Section 3.17 Management of REO
Property...................................
Section 3.18 Fair Value Purchase Option; Sale
of REO Properties...........
Section 3.19 Additional Obligations of the
Applicable Master Servicer
and Special Servicer; Inspections; Appraisals...............
Section 3.20 Modifications, Waivers, Amendments
and Consents..............
Section 3.21 Transfer of Servicing Between
Master Servicer and Special
Servicer; Record Keeping; Series 2005-C3 Directing
Certificateholder...........................................
Section 3.22 Sub-Servicing
Agreements.....................................
Section 3.23 Representations, Warranties and
Covenants of the Master
Servicers...................................................
Section 3.24 Representations, Warranties and
Covenants of the Special
Servicers...................................................
Section 3.25 Limitation on Liability of the
Series 2005-C3 Directing
Certificateholder...........................................
Section 3.26 Filings with the Securities and
Exchange Commission..........
Section 3.27 Lock-Box Accounts, Cash Collateral
Accounts and Servicing
Accounts....................................................
Section 3.28 Interest Reserve
Account.....................................
Section 3.29 Limitations on and Authorizations
of the Applicable
Master Servicer and Special Servicer with Respect to
Certain Mortgage Loans and Certain Litigation...............
Section 3.30 Master Servicers and Special
Servicers May Own
Certificates................................................
Section 3.31
[Reserved]...................................................
Section 3.32 Certain Matters with Respect to
the Reyes Cold Storage
Portfolio Whole Loan........................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02 Statements to Certificateholders;
Certain Other Reports......
Section 4.03 P&I
Advances.................................................
Section 4.04 Allocation of Realized Losses and
Additional Trust Fund
Expenses....................................................
Section 4.05
Calculations.................................................
Section 4.06 Grantor Trust
Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
Section 5.06 Certification by
Certificateholders and Certificate Owners...
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the
Master Servicers and the
Special Servicers...........................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the
Master Servicers or the Special Servicers...................
Section 6.03 Limitation on Liability of the
Trustee, the Depositor,
the Master
Servicers, the Special Servicers and Others......
Section 6.04 Master Servicers and Special
Servicers Not to Resign.........
Section 6.05 Rights of the Depositor in Respect
of the Master
Servicers and the Special Servicers.........................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer
and Special Servicer
Termination.................................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Trustee
Advances.............................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................
Section 8.02 Certain Matters Affecting the
Trustee........................
Section 8.03 Trustee Not Liable for Validity or
Sufficiency of
Certificates or Trust Mortgage Loans........................
Section 8.04 Trustee May Own
Certificates.................................
Section 8.05 Fees and Expenses of Trustee;
Indemnification of and by
Trustee.....................................................
Section 8.06 Eligibility Requirements for
Trustee.........................
Section 8.07 Resignation and Removal of the
Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or Consolidation of
Trustee...........................
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Access to Certain
Information................................
Section 8.12 Appointment of
Custodians....................................
Section 8.13 Representations, Warranties and
Covenants of the Trustee.....
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or
Liquidation of All Trust
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 Tax
Administration...........................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders and B Loan
Holders.....................................................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Grant of a Security
Interest.................................
Section 11.08 Successors and Assigns;
Beneficiaries........................
Section 11.09 Article and Section
Headings.................................
Section 11.10 Notices to Rating
Agencies...................................
<PAGE>
EXHIBITS
A-1 Form of Class A-X, Class
A-SP and Class A-Y Certificates
A-2 Form of Class A-1, Class
A-1-A, Class A-2, Class A-3, Class A-AB, Class
A-4, Class
A-M, Class A-J, Class B, Class C and Class D Certificates
A-3 Form of Class E, Class F,
Class G, Class H, Class J, Class K, Class L,
Class M,
Class N, Class O and Class P Certificates
A-4 Form of Class V
Certificates
A-5 Form of Class R and Class LR
Certificates
A-6 Form of Class RCS-IO
Certificates
B-1 Schedule of Column Trust
Mortgage Loans
B-2 Schedule of PNC Trust
Mortgage Loans
B-3 Schedule of NCB, FSB Trust
Mortgage Loans
B-4 Schedule of NCB Trust
Mortgage Loans
C-1 List of Additional
Collateral Trust Mortgage Loans
C-2 List of Mezzanine Loans
D-1 Form of Master Servicer
Request for Release
D-2 Form of Special Servicer
Request for Release
E Form of Trustee
Report
F-1A Form I of Transferor Certificate
for Transfers of Non-Registered
Certificates
F-1B Form II of Transferor Certificate
for Transfers of Non-Registered
Certificates
F-1C Form I of Transferor Certificate
for Transfers of Interests in Global
Certificates for Classes of Non-Registered Certificates
F-1D Form II of Transferor Certificate
for Transfers of Interests in Global
Certificates for Classes of Non-Registered Certificates
F-2A Form I of Transferee Certificate
for Transfers of Non-Registered
Certificates Held in Physical Form
F-2B Form II of Transferee Certificate
for Transfers of Non-Registered
Certificates Held in Physical Form
F-2C Form I of Transferee Certificate
for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
F-2D Form II of Transferee Certificate
for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
G-1 Form of Transferee
Certificate in Connection with ERISA (Non-Registered
Certificates and Non-Investment Grade Certificates Held in
Fully-Registered, Certificated Form)
G-2 Form of Transferee
Certificate in Connection with ERISA (Non-Registered
Certificates Held in Book-Entry Form)
H-1 Form of Residual Transfer
Affidavit and Agreement for Transfers of
Class R
and Class LR Certificates
H-2 Form of Transferor
Certificate for Transfers of Class R and Class LR
Certificates
I Form of
Acknowledgement of Proposed Special Servicer
J Form of
Affidavit of Lost Note
K Reserved
L Schedule of
Reference Rates
M-1 Form of Trustee
Certification
M-2 Form of Master Servicer
Certification
M-3 Form of Special Servicer
Certification
N Schedule of
Designated Sub-Servicers
O Form of
Custodial Certification
P Trust Mortgage
Loans Covered by Environmental Insurance Policy
Q Reserved
R Reserved
S-1 Form of Information Request
from Certificateholder or Certificate Owner
S-2 Form of Information Request
from Prospective Investor
T Class A-AB
Targeted Principal Balance Table
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), is
dated
and effective as of June 1, 2005, among
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, MIDLAND
LOAN SERVICES, INC., as Master Servicer
No. 1, NCB, FSB, as Master Servicer No. 2,
LNR PARTNERS, INC., as Special
Servicer No. 1, NATIONAL CONSUMER
COOPERATIVE BANK, as Special Servicer No. 2,
and WELLS FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
Column Financial, Inc. (together with its successors in
interest,
"Column") has sold to Credit Suisse First
Boston Mortgage Securities Corp.
(together with its successors in interest,
the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as
of June 1, 2005 (as such may from time
to time hereafter be amended, modified,
supplemented and/or restated, the
"Column Mortgage Loan Purchase Agreement"),
between Column as seller and the
Depositor as purchaser, those mortgage
loans initially identified on the
schedule attached hereto as Exhibit B-1
(such mortgage loans, the "Original
Column Trust Mortgage Loans").
PNC Bank, National Association (together with its successors in
interest, "PNC") has sold to the Depositor,
pursuant to the Mortgage Loan
Purchase Agreement dated as of June 1, 2005
(as such may from time to time
hereafter be amended, modified,
supplemented and/or restated, the "PNC Mortgage
Loan Purchase Agreement"), between PNC as
seller and the Depositor as purchaser,
those mortgage loans initially identified
on the schedule attached hereto as
Exhibit B-2 (such mortgage loans, the
"Original PNC Trust Mortgage Loans").
NCB, FSB (together with its successors in interest, "NCB, FSB")
has
sold to the Depositor, pursuant to the
Mortgage Loan Purchase Agreement dated as
of June 1, 2005 (as such may from time to
time hereafter be amended, modified,
supplemented and/or restated, the "NCB, FSB
Mortgage Loan Purchase Agreement"),
between NCB, FSB as seller and the
Depositor as purchaser, those mortgage loans
initially identified on the schedule
attached hereto as Exhibit B-3 (such
mortgage loans, the "Original NCB, FSB
Trust Mortgage Loans").
National Consumer Cooperative Bank (together with its successors
in
interest, "NCB") has sold to the Depositor,
pursuant to the Mortgage Loan
Purchase Agreement dated as of June 1, 2005
(as such may from time to time
hereafter be amended, modified,
supplemented and/or restated, the "NCB Mortgage
Loan Purchase Agreement"), between NCB as
seller and the Depositor as purchaser,
those mortgage loans initially identified
on the schedule attached hereto as
Exhibit B-4 (such mortgage loans, the
"Original NCB Trust Mortgage Loans").
The Depositor desires, among other things, to: (i) establish a
trust
fund, consisting primarily of the Original
Column Trust Mortgage Loans, the
Original PNC Trust Mortgage Loans, the
Original NCB, FSB Trust Mortgage Loans
and the Original NCB Trust Mortgage Loans
(collectively, the "Original Trust
Mortgage Loans") and certain related
rights, funds and property; (ii) cause the
issuance of a series of mortgage
pass-through certificates in multiple classes,
which certificates will, in the aggregate,
evidence the entire beneficial
ownership interest in such trust fund; and
(iii) provide for the servicing and
administration of the mortgage loans,
including the Original Trust Mortgage
Loans, and the other assets that from time
to time constitute part of such trust
fund.
Wells Fargo Bank, N.A. (together with its successors in
interest,
"Wells Fargo") desires to act as "Trustee"
hereunder; Midland Loan Services,
Inc. desires to act as "Master Servicer No.
1" hereunder; NCB, FSB desires to
act as "Master Servicer No. 2" hereunder;
LNR Partners, Inc. desires to act as
"Special Servicer No. 1" hereunder; and
National Consumer Cooperative Bank
desires to act as "Special Servicer No. 2"
hereunder.
As provided herein,
the Trustee shall elect or shall cause an
election to be made that each of REMIC I
and REMIC II (each as defined herein)
be treated for federal income tax purposes
as a "real estate mortgage investment
conduit" (each, a "REMIC"). The Excess
Interest and the Grantor Trust
Distribution Account shall not be assets of
any REMIC but shall be treated as
assets of a grantor trust under subpart E,
Part I of subchapter J of the Code.
The Class V Certificates will represent
undivided beneficial interests in the
portion of the Trust Fund consisting of the
Excess Interest and the related
proceeds thereof in the Grantor Trust
Distribution Account. Additionally, the
Trust shall not include any B Loan, any
interest of any B Loan Holder or any
interest of any B Loan Holder in any
Mortgage Loan Combination Custodial
Account.
As provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of
assets consisting of the Uncertificated
REMIC I Interests and the proceeds thereof
as a REMIC for federal income tax
purposes, and such segregated pool of
assets will be designated as "REMIC II."
The Class A-1, Class A-2, Class A-AB, Class
A-3, Class A-4, Class A-1-A, Class
A-X, Class A-SP, Class A-Y, Class A-M,
Class A-J, Class RCS-IO, Class B, Class
C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P
Certificates will evidence "regular interests"
in REMIC II created hereunder. The Class R
Certificates will evidence the sole
Class of "residual interests" in REMIC II.
The following table sets forth the
designation, the initial pass-through rate
(the "Pass-Through Rate"), the
aggregate initial principal amount (the
"Original Certificate Balance") or
notional balance ("Original Notional
Balance"), as applicable, and the initial
ratings given each Class (as indicated
below) by the Rating Agencies (as defined
herein) for each Class of certificates
comprising the interests in REMIC II
hereunder:
REMIC II
<TABLE>
<CAPTION>
Original Certificate Balance
(or, in the case of the
Class A-X, A-SP, A-Y or
Initial Pass-
RCS-IO Certificates,
Initial Ratings(1)
Class Designation Through Rate Original
Notional Balance)
S&P/Moody's
----------------- ------------- ----------------------------
------------------
<S>
<C>
<C>
<C>
Class A-1 ....... 4.1750%
$52,864,000
AAA/Aaa
Class A-2 ....... 4.5120%
$176,757,000
AAA/Aaa
Class A-AB ...... 4.6140%
$61,470,000
AAA/Aaa
Class A-3 ....... 4.6450%
$79,635,000
AAA/Aaa
Class A-4 ....... 4.6860%
$372,531,000
AAA/Aaa
Class A-1-A ..... 4.6610%
$402,608,000
AAA/Aaa
Class A-X ....... 0.0651%(2)
$1,636,950,433(3)
AAA/Aaa
Class A-SP ...... 0.6770%(4)
$1,572,778,000(3)
AAA/Aaa
Class A-Y ....... 0.1000%(5)
$184,259,564
AAA/Aaa
Class A-M ....... 4.7300%
$163,695,000
AAA/Aaa
Class A-J ....... 4.7710%
$135,048,000
AAA/Aaa
Class RCS-IO .... 1.2000%(6)
$41,032,293(3)
NR/NR
Class B ......... 4.8820%
$34,785,000
AA/Aa2
Class C ......... 4.9520%(7)
$16,370,000
A+/A1
Class D ......... 4.9810%(8)
$14,323,000
A/A2
Class E ......... 5.0600%(9)
$16,370,000
A-/A3
Class F ......... 4.7480%
$20,462,000
BBB+/Baa1
Class G ......... 5.3500%(10)
$16,369,000
BBB/Baa2
Class H ......... 5.3000%(11)
$18,416,000
BBB-/Baa3
Class J ......... 4.4900%
$6,138,000
BB+/Ba1
Class K ......... 4.4900%
$8,185,000
BB/Ba2
Class L ......... 4.4900%
$6,139,000
BB-/Ba3
Class M ......... 4.4900%
$4,092,000
B+/B1
Class N ......... 4.4900%
$4,092,000
B/B2
Class O ......... 4.4900%
$6,139,000
B-/B3
Class P ......... 4.4900%
$20,462,433
NR/NR
Class R ......... None
None(12)
NR/NR
</TABLE>
------------
(1) The Certificates marked "NR"
have not been rated by the applicable Rating
Agency.
(2) The Class A-X Pass-Through
Rate, as defined herein.
(3) Original Notional Balance.
The Class A-X, Class A-SP, Class A-Y and Class
RCS-IO
Certificates will not have a Certificate Balance and will not
be
entitled
to receive distributions of principal.
(4) The Class A-SP Pass-Through
Rate, as defined herein.
(5) Variable Pass-Through Rate.
See definition of "Class A-Y Pass-Through
Rate"
herein.
(6) The Class RCS-IO
Pass-Through Rate, as defined herein.
(7) The lesser of 4.9520% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(8) The lesser of 4.9810% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(9) The lesser of 5.0600% and
the Weighted Average Net Mortgage Pass-Through
Rate.
(10) The lesser of 5.3500% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(11) The lesser of 5.3000% and the
Weighted Average Net Mortgage Pass-Through
Rate.
(12) The Class R Certificates will not
have a Certificate Balance or Notional
Balance,
will not bear interest and will not be entitled to
distributions
of Yield
Maintenance Charges. Any Available Distribution Amount
remaining
in the
REMIC II Distribution Account after all required distributions
under this
Agreement have been made to each other Class of Certificates
will be
distributed to the Holders of the Class R Certificates.
REMIC I
As provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of
assets consisting of the Trust Mortgage
Loans (exclusive of Excess Interest and the
Grantor Trust Distribution Account)
and certain other related assets subject to
this Agreement as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC I." The Class LA-1-1,
Class LA-1-2, Class LA-2-1, Class
LA-2-2, Class LA-2-3, Class LA-2-4, Class
LA-3, Class LA-AB-1, Class LA-AB-2,
Class LA-4-1, Class LA-4-2, Class LA-4-3,
Class LA-1-A-1, Class LA-1-A-2, Class
LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5,
Class LA-1-A-6, Class LA-1-A-7, Class
LA-1-A-8, Class LA-M, Class LA-J, Class
LA-Y, Class LRCS-IO, Class LB-1, Class
LB-2, Class LC-1, Class LC-2, Class LD,
Class LE-1, Class LE-2, Class LF-1,
Class LF-2, Class LG, Class LH-1, Class
LH-2, Class LJ, Class LK, Class LL,
Class LM, Class LN, Class LO and Class LP
Uncertificated Interests will evidence
"regular interests" in REMIC I (the
"Uncertificated REMIC I Interests") created
hereunder. The Class LR Certificates will
evidence the sole Class of "residual
interests" in REMIC I.
The following table sets forth, for each Class of Sequential
Pay
Certificates (the "Corresponding
Certificates"), the corresponding
Uncertificated REMIC I Interest or
Interests (the "Corresponding Uncertificated
REMIC I Interests"), the corresponding
Component or Components of the Class A-X
and A-SP Certificates (the "Corresponding
Components") and the Original REMIC I
Principal Amount for each Class of
Uncertificated REMIC I Interests.
Corresponding Original
REMIC I
Corresponding
Uncertificated Principal Amount or
Components
of
Corresponding
REMIC I
Original REMIC I Class A-X and
A-SP
Certificates Interests(1)(2)
Notional Amount
Certificates(1)
------------- --------------- --------------------
------------------
Class A-1 ...
LA-1-1
$6,838,000
A-1-1
LA-1-2
$46,026,000
A-1-2
Class A-2 ...
LA-2-1
$6,506,000
A-2-1
LA-2-2
$55,819,000
A-2-2
LA-2-3
$53,720,000
A-2-3
LA-2-4
$60,712,000
A-2-4
Class A-3 ...
LA-3
$79,635,000
A-3
Class A-AB ..
LA-AB-1
$54,987,000
A-AB-1
LA-AB-2
$6,483,000
A-AB-2
Class A-4 ...
LA-4-1
$37,185,000
A-4-1
LA-4-2
$89,828,000
A-4-2
LA-4-3
$245,518,000
A-4-3
Class A-1-A . LA-1-A-1
$2,087,000
A-1-A-1
LA-1-A-2
$16,734,000
A-1-A-2
LA-1-A-3
$18,326,000
A-1-A-3
LA-1-A-4
$17,724,000
A-1-A-4
LA-1-A-5
$61,213,000
A-1-A-5
LA-1-A-6
$14,927,000
A-1-A-6
LA-1-A-7
$30,502,000
A-1-A-7
LA-1-A-8
$241,095,000
A-1-A-8
Class A-M ...
LA-M
$163,695,000
A-M
Class A-J ...
LA-J
$135,048,000
A-J
Class B .....
LB-1
$8,247,000
B-1
LB-2
$26,538,000
B-2
Class C .....
LC-1
$4,446,000
C-1
LC-2
$11,924,000
C-2
Class D .....
LD
$14,323,000
D
Class E .....
LE-1
$11,140,000
E-1
LE-2
$5,230,000
E-2
Class F .....
LF-1
$3,702,000
F-1
LF-2
$16,760,000
F-2
Class G .....
LG
$16,369,000
G
Class H .....
LH-1
$8,475,000
H-1
LH-2
$9,941,000
H-2
Class J .....
LJ
$6,138,000
J
Class K .....
LK
$8,185,000
K
Class L .....
LL
$6,139,000
L
Class M .....
LM
$4,092,000
M
Class N .....
LN
$4,092,000
N
Class O .....
LO
$6,139,000
O
Class P .....
LP
$20,462,433
P
Class A-Y ...
LA-Y
$
N/A
Class RCS-IO
LRCS-IO
$
N/A
------------
(1) The Uncertificated REMIC I
Interests and the Components of the Class A-X
and Class
A-SP Certificates that correspond to any particular Class of
Sequential
Pay Certificates also correspond to each other and,
accordingly, constitute the "Corresponding Uncertificated REMIC
I
Interests"
and the "Corresponding Components," respectively, with respect
to each
other.
(2) The interest rate of each of
the indicated Classes of Uncertificated REMIC
I
Interests, other than the Class LA-Y and Class LRCS-IO
Uncertificated
REMIC I
Interests, is the Weighted Average Net Mortgage Pass-Through
Rate.
The
interest rate of the Class LA-Y and Class LRCS-IO Uncertificated
REMIC
I
Interests is the Class A-Y Pass-Through Rate and the Class
RCS-IO
Pass-Through Rate, respectively.
The Class LR Certificates will not have a Certificate Balance
or
Notional Balance, will not bear interest
and will not be entitled to
distributions of Yield Maintenance Charges.
Any Available Distribution Amount
remaining in the REMIC I Distribution
Account after distributing the REMIC I
Distribution Amount on each Distribution
Date shall be distributed to the
Holders of the Class LR Certificates.
The parties intend that the portions of the Trust Fund
representing
the Excess Interest and the Grantor Trust
Distribution Account shall be treated
as a Grantor Trust, and that the Class V
Certificates shall represent undivided
beneficial interests therein.
As of the close of business on the Cut-off Date (as defined
herein),
the Trust Mortgage Loans had an aggregate
principal balance, after application
of all payments of principal due on or
before such date, whether or not
received, equal to $1,636,950,434.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined Terms
Whenever used in this Agreement the following words and
phrases,
unless the context otherwise requires,
shall have the meanings specified in this
Section 1.01, subject to modification in
accordance with Section 1.04.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day
months.
"30/360 Mortgage Loan": A Mortgage Loan that accrues interest on
a
30/360 Basis.
"30/360 Trust Mortgage Loan": A Trust Mortgage Loan that is a
30/360
Mortgage Loan.
"A Loan": Each CBA A Loan and the Reyes Cold Storage Portfolio
Mortgage Loan, each of which is senior in
right of payment to the related B
Loan(s), if any, in accordance with the
related Intercreditor Agreement.
"A/B Mortgage Loan Combination": Any A Loan together with the
related B Loan.
"Acceptable Insurance Default": With respect to any Mortgage
Loan,
any default under the related Mortgage Loan
Documents resulting from (a) the
exclusion of acts of terrorism from
coverage under the related all risk casualty
insurance policy maintained on the subject
Mortgaged Property and (b) the
related Borrower's failure to obtain
insurance that specifically covers acts of
terrorism, but only if the applicable
Special Servicer has determined, in its
reasonable judgment, that (i) such
insurance is not available at commercially
reasonable rates and the subject hazards
are not at the time commonly insured
against for real properties similar to the
subject Mortgaged Property and
located in and around the region in which
the subject Mortgaged Property is
located or (ii) such insurance is not
available at any rate.
"Accountant's Statement": As defined in Section 3.14.
"Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular
Certificates, an amount equal to
interest for the related Interest Accrual
Period at the Pass-Through Rate
applicable to such Class of Certificates
for such Distribution Date, accrued on
the related Certificate Balance of such
Class (or, in the case of the Class A-X,
A-SP and A-Y Certificates, on the Notional
Balance thereof) immediately prior to
such Distribution Date. The Accrued
Certificate Interest Amount for each such
Class shall be calculated on the basis of a
360-day year composed of twelve
30-day months.
"Accrued Component Interest": With respect to each Component of
the
Class A-X and Class A-SP Certificates for
any Distribution Date, one month's
interest at the Class A-X Strip Rate or
Class A-SP Strip Rate applicable to such
Component for such Distribution Date,
accrued on the Component Notional Amount
of such Component outstanding immediately
prior to such Distribution Date.
Accrued Component Interest shall be
calculated on the basis of a 360-day year
composed of twelve 30-day months and, with
respect to any Component and any
Distribution Date, shall be deemed to
accrue during the calendar month preceding
the month in which such Distribution Date
occurs.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to
be acquired on behalf of the Trust
Fund and REMIC I and, if applicable, the
related B Loan Holder, within the
meaning of Treasury Regulations Section
1.856-6(b)(1), which is the first day on
which REMIC I is treated as the owner of
the Trust Fund's interest in such REO
Property for federal income tax
purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during
any calendar month (or other
applicable recurring accrual period) in a
year assumed to consist of 360 days.
"Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest
on
an Actual/360 Basis.
"Actual/360 Trust Mortgage Loan": A Trust Mortgage Loan that is
an
Actual/360 Mortgage Loan.
"Additional Collateral": With respect to each Additional
Collateral
Trust Mortgage Loan, the cash reserve or
irrevocable letter of credit partially
securing such Additional Collateral Trust
Mortgage Loan.
"Additional
Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1
attached hereto.
"Additional Servicing Compensation": As defined in Section
3.11(a).
"Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees and Trustee Fees)
experienced with respect to the Trust Fund and
not otherwise included in the calculation
of a Realized Loss that would result
in the Holders of any Class of Certificates
receiving less than the total of
their Optimal Interest Distribution Amount
and Remaining Principal Distribution
Amount for any Distribution Date.
"Administrative Fee Rate": With respect to each Mortgage Loan
(and
any successor REO Mortgage Loan with
respect thereto), the sum of the Master
Servicing Fee Rate and the Trustee Fee
Rate.
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the
party hereto that made that Advance,
all in accordance with Section 3.03(d) or
Section 4.03(d), as applicable.
"Adverse Grantor Trust Event": Any impairment of the status of
the
Grantor Trust Pool as a Grantor Trust or
the imposition of a tax upon the
Grantor Trust Pool or any of its assets or
transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that
has assigned a rating thereto, as of
any date of determination, the
qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated
Certificates by such Rating Agency
(or the placing of such Class of Rated
Certificates on "negative credit watch"
status in contemplation of any such action
with respect thereto).
"Adverse REMIC Event": Either (i) any impairment of the status
of
either REMIC Pool as a REMIC or (ii) except
as permitted by Section 3.17(a), the
imposition of a tax upon either REMIC Pool
or any of its assets or transactions
(including the tax on prohibited
transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions
set forth in Section 860G(d) of the
Code).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated
following the Closing Date.
"AICPA": As defined in Section 3.14.
"A.M. Best": A.M. Best Company or its successor in interest.
"Anticipated Repayment Date": With respect to any ARD Mortgage
Loan,
the date specified in the related Note, as
of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date
is prior to the Maturity Date for
such Mortgage Loan.
"Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss.
225.64 by an Appraiser selected by the
applicable Master Servicer or Special
Servicer, as applicable.
"Appraisal Reduction Amount": For any Distribution Date and for
any
Mortgage Loan (and for any A Loan, subject
to the following paragraphs) as to
which an Appraisal Reduction Event has
occurred, an amount calculated monthly by
the applicable Special Servicer as of (and
reported to the applicable Master
Servicer and the Trustee no later than) the
related Determination Date equal to
the excess, if any, of (1) the Stated
Principal Balance of the subject Mortgage
Loan over (2) the excess, if any, of (i)
the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as
determined (I) with respect to any
Mortgage Loan with an outstanding principal
balance equal to or greater than
$2,000,000, by an Appraisal (or an update
of a prior Appraisal) (the costs of
which shall be paid by the applicable
Master Servicer as a Servicing Advance) or
(II) with respect to any Mortgage Loan with
an outstanding principal balance
less than $2,000,000, by an Appraisal (or
an update of a prior Appraisal) (the
costs of which shall be paid by the
applicable Master Servicer as a Servicing
Advance) or an internal valuation performed
by the applicable Special Servicer,
plus (B) any letter of credit, reserve,
escrow or similar amount held by the
applicable Master Servicer which may be
applied to payments on the subject
Mortgage Loan, over (ii) the sum of (X) to
the extent not previously advanced by
the applicable Master Servicer or the
Trustee, all unpaid interest on the
subject Mortgage Loan at a per annum rate
equal to its Mortgage Rate, (Y) all
unreimbursed Advances in respect of the
subject Mortgage Loan, together with
interest thereon at the Reimbursement Rate,
and (Z) all currently due and unpaid
real estate taxes and assessments,
Insurance Policy premiums, ground rents and
all other amounts due and unpaid with
respect to the subject Mortgage Loan
(which taxes, assessments, premiums, ground
rents and other amounts have not
been subject to an Advance by the
applicable Master Servicer or the Trustee
and/or for which funds have not been
escrowed); provided that, if neither a
required Appraisal has been obtained nor an
internal valuation is completed
within the period required under Section
3.19(c) with respect to the subject
Mortgage Loan, then until such Appraisal is
obtained or such internal valuation
is completed, as the case may be, in
accordance with Section 3.19(c), the
subject Appraisal Reduction Amount shall be
equal to 25% of the Stated Principal
Balance of the subject Mortgage Loan as of
the date of the related Appraisal
Reduction Event; and provided, further,
that if the related Mortgaged Property
has become an REO Property, then the above
references to "Mortgage Loan" in this
definition shall mean the related REO
Mortgage Loan.
In the case of any CBA A Loan (or any successor REO Mortgage
Loan
with respect thereto), any Appraisal
Reduction Amount will be calculated in
respect of the related A/B Mortgage Loan
Combination (or any successor REO
Mortgage Loans with respect thereto) as if
it was a single Trust Mortgage Loan
(or a single REO Mortgage Loan), and any
Appraisal Reduction Amount shall first
be allocated to the related CBA B Loan (or
any successor REO Mortgage Loan with
respect thereto) up to the outstanding
principal balance of such CBA B Loan (or
REO Mortgage Loan), and then any remaining
portion of any such Appraisal
Reduction Amount shall be allocated to the
related CBA A Loan (or any successor
REO Mortgage Loan with respect thereto). In
the case of the Reyes Cold Storage
Portfolio Mortgage Loan (or any successor
REO Mortgage Loan with respect
thereto), any Appraisal Reduction Amount
will be calculated in respect of the
Reyes Cold Storage Portfolio Whole Loan (or
any successor REO Mortgage Loan with
respect thereto) as if it was a single
Trust Mortgage Loan (or a single REO
Mortgage Loan), and any Appraisal Reduction
Amount shall first be allocated to
the Reyes Cold Storage Portfolio B Loan (or
any successor REO Mortgage Loan with
respect thereto) up to the outstanding
principal balance of such Reyes Cold
Storage Portfolio B Loan (or REO Mortgage
Loan), and then any remaining portion
of any such Appraisal Reduction Amount
shall be allocated to the Reyes Cold
Storage Portfolio Mortgage Loan (or any
successor REO Mortgage Loan with respect
thereto). Notwithstanding anything herein
to the contrary, the aggregate
Appraisal Reduction Amount related to a
Trust Mortgage Loan or the related REO
Property will be reduced to zero as of the
date such Trust Mortgage Loan is paid
in full, liquidated, repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan,
the
earliest of (i) 120 days after an uncured
delinquency (without regard to the
application of any grace period) occurs in
respect of such Mortgage Loan, (ii)
the date on which a reduction in the amount
of Monthly Payments on such Mortgage
Loan, or a change in any other material
economic term of such Mortgage Loan
(other than an extension of the Maturity
Date for a period of six months or
less), becomes effective as a result of a
modification of such Mortgage Loan by
the applicable Special Servicer, (iii) 60
days after a receiver has been
appointed for the Borrower or the related
Mortgaged Property, (iv) 30 days after
a Borrower declares bankruptcy, (v) 60 days
after the Borrower has become the
subject of a decree or order for a
bankruptcy proceeding that shall have
remained in force undischarged and
unstayed, and (vi) immediately after the
related Mortgaged Property becomes an REO
Property; provided, however, that an
Appraisal Reduction Event shall not be
deemed to occur at any time on and after
the dates when the aggregate Certificate
Balances of all Classes of Principal
Balance Certificates (other than the Class
A-P&I Certificates) have been reduced
to zero. The Special Servicer shall notify
the applicable Master Servicer and,
with respect to any Mortgage Loan
Combination, the related B Loan Holder,
promptly upon the occurrence of any of the
foregoing events.
"Appraised Value": With respect to any Mortgaged Property
(other
than a residential cooperative property),
the appraised value thereof as
determined by an Appraisal, and with
respect to any Mortgaged Property that is a
residential cooperative property, the value
of such property as shown in the
most recent Appraisal obtained or
conducted, as appropriate, pursuant to this
Agreement, or obtained in connection with
the origination of the Mortgage Loan,
as applicable, and determined as if such
property were operated as a
cooperatively-owned multifamily residential
building (rather than a multifamily
rental apartment building).
"Appraiser": An Independent MAI, state certified organization
with
five years of experience in properties of
like kind and in the same geographic
area.
"ARD Mortgage Loan": Any Mortgage Loan that provides for the
accrual
of Excess Interest thereon if such Mortgage
Loan is not paid in full on or prior
to its Anticipated Repayment Date.
"ARD Trust Mortgage Loan": A Trust Mortgage Loan that is an ARD
Mortgage Loan.
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument, executed by the
related Borrower, assigning to the related
mortgagee all of the income, rents
and profits derived from the ownership,
operation, leasing or disposition of all
or a portion of such Mortgaged Property, in
the form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan that is
delinquent in respect of its Balloon
Payment (and any successor REO Mortgage
Loan with respect thereto as to which
the Balloon Payment would have been past
due), an amount equal to the sum of:
(a) the principal portion of the Monthly
Payment that would have been due on
such Mortgage Loan on the related Due Date
based on the constant payment
required by the related Note or the
original amortization schedule thereof (as
calculated with interest at the related
Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due
(and, if applicable, assuming the
related Mortgaged Property had not become
an REO Property), after giving effect
to any modification of such Mortgage Loan;
and (b) one month's interest on the
Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan)
immediately prior to the related
Distribution Date (or, in the case of a B Loan
or any successor REO B Loan with respect
thereto, the outstanding principal
balance thereof during the corresponding
Mortgage Interest Accrual Period) at
the applicable Mortgage Rate. For any
Collection Period and any REO Mortgage
Loan that is not delinquent in respect of
its Balloon Payment, an amount equal
to the sum of: (a) the principal portion of
the Monthly Payment that would have
been due on the related Mortgage Loan on
the related Due Date based on the
original amortization schedule thereof (as
calculated with interest at the
related Mortgage Rate, less any applicable
Excess Rate), if applicable, assuming
the related Mortgaged Property had not
become an REO Property, after giving
effect to any modification of the related
Mortgage Loan; and (b) one month's
interest on the Stated Principal Balance of
such REO Mortgage Loan immediately
prior to the related Distribution Date (or,
in the case of an REO B Loan, the
outstanding principal balance thereof
during the corresponding Mortgage Interest
Accrual Period) at the applicable Mortgage
Rate (less any applicable Excess
Rate).
"ASTM": The American Society for Testing and Materials.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum (without
duplication or priority) of:
(a) the aggregate amount received on or with respect to the
Mortgage
Pool and
on deposit in each Collection Account as of the close of
business
on the
related Determination Date, exclusive of the following amounts
(without
duplication):
(i) all Monthly Payments collected but due on a Due Date after
the end of the related Collection Period;
(ii) all amounts in such Collection Account that are payable
or reimbursable to any Person from such account pursuant to
clauses
(ii) through (xix), inclusive, of Section 3.05(a);
(iii) all amounts that are payable or reimbursable to any
Person pursuant to clauses (ii) through (ix), inclusive, of
Section
3.05(b);
(iv) all Yield Maintenance Charges and Static Prepayment
Premiums;
(v) all amounts deposited in such Collection Account in error;
(vi) any net interest or net investment income on funds on
deposit in such Collection Account or in Permitted Investments
in
which such funds may be invested;
(vii) if such Distribution Date occurs in February of 2006 or
any year thereafter or in January of 2006 or any year
thereafter
that is not a leap year, the Withheld Amounts in respect of the
Interest Reserve Loans that are to be deposited in the Interest
Reserve Account on such Distribution Date and held for future
distribution pursuant to Section 3.28;
(viii) amounts payable to any B Loan Holder pursuant to the
terms of the related Intercreditor Agreement;
(ix) the RCS-IO Strip Rate;
(x) Excess Interest; and
(xi) Excess Liquidation Proceeds;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to the REO Trust
Mortgage
Loans from
the REO Account to such Collection Account for such
Distribution Date pursuant to Section 3.16(c);
(c) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to any A Loan (or any
successor
REO Trust Mortgage Loan with respect thereto) from the related
Mortgage
Loan Combination Custodial Account to such Collection Account,
in
any event
for such Distribution Date pursuant to Section 3.04;
(d) the aggregate amount of any P&I Advances made in respect of
the
Trust Mortgage
Loans by the Master Servicers and/or the Trustee, as
applicable, for such Distribution Date pursuant to Section 4.03 or
7.05
(which
P&I Advances shall not include any related Master Servicing
Fees or
Workout
Fees);
(e) all funds released from the Interest Reserve Account for
distribution on such Distribution Date.
(f) any payments required to be made by the Master Servicers
pursuant
to Section 3.02(c) in respect of such Distribution Date; and
(g) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred (pursuant to Section 3.04(d)) from
the
Excess
Liquidation Proceeds Account to the Distribution Account in
respect
of such
Distribution Date.
"B Loan": With respect to each A Loan, the other mortgage
loan(s)
that (i) is not included in the Trust Fund,
(ii) is subordinate in right of
payment to such A Loan to the extent set
forth in the related CBA A/B
Intercreditor Agreement or the Reyes Cold
Storage Portfolio Agreement Among
Noteholders, as applicable, and (iii) is
secured, on the date hereof, by the
same Mortgage on the same Mortgaged
Property as such A Loan.
"B Loan Holder": With respect to any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and
assigns, as the holder of such B
Loan, or with respect to the Reyes Cold
Storage B Loan, Reyhold (DE) QRS 16-32,
Inc., or its successors and assigns, as the
holder of such B Loan.
"Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule
extending materially beyond its Maturity
Date or for no amortization until its
Maturity Date.
"Balloon Trust Mortgage Loan": A Trust Mortgage Loan that is a
Balloon Mortgage Loan.
"Balloon Payment": With respect to any Balloon Mortgage Loan and
any
date of determination, the scheduled
payment of principal due on the Maturity
Date of such Mortgage Loan (less principal
included in the applicable
amortization schedule or scheduled Monthly
Payment).
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and any of the Class
A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class
A-J, Class B, Class C, Class D, Class
E, Class F, Class G and Class H
Certificates, a fraction (not greater than 1)
(a) whose numerator is the amount, if any,
by which (i) the Pass-Through Rate on
such Class of Certificates exceeds (ii) the
Yield Rate used in calculating the
Yield Maintenance Charge with respect to
such Principal Prepayment and (b) whose
denominator is the amount, if any, by which
the (i) Mortgage Rate on such
Mortgage Loan exceeds (ii) the Yield Rate
(as provided by the applicable Master
Servicer) used in calculating the Yield
Maintenance Charge with respect to such
Principal Prepayment; provided, however,
that if such Yield Rate is greater than
or equal to the lesser of (x) the Mortgage
Rate on such Mortgage Loan and (y)
the Pass-Through Rate described in clause
(a)(i) above, then the Base Interest
Fraction shall be zero.
"Base Prospectus": That certain prospectus dated June 22, 2005,
relating to trust funds established by the
Depositor and publicly offered
mortgage pass-through certificates
evidencing interests therein.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry
Certificate.
"Borrower": With respect to any Mortgage Loan, the obligor or
obligors on any related Note or Notes,
including, without limitation, any Person
that has acquired the related Mortgaged
Property and assumed the obligations of
the original obligor under the Note or
Notes.
"Breach": With respect to any Trust Mortgage Loan, as defined in
the
related Mortgage Loan Purchase
Agreement.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in the states
where any Collection Account, the
Distribution Account, the Trustee, any
Master Servicer or any Special Servicer
are located and are authorized or obligated
by law or executive order to remain
closed.
"Cash Collateral Account": With respect to any Mortgage Loan
that
has a Lock-Box Account, any account or
accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral
Account Agreement or other loan
document, into which account or accounts
the Lock-Box Account monies are swept
on a regular basis for the benefit of the
Trustee as successor to the applicable
Mortgage Loan Seller's interest in such
Mortgage Loan. Any Cash Collateral
Account shall be beneficially owned for
federal income tax purposes by the
Person who is entitled to receive all
reinvestment income or gain thereon in
accordance with the terms and provisions of
the related Mortgage Loan and
Section 3.06, which Person shall, if
required under the Code, be taxed on all
reinvestment income or gain thereon. A
Master Servicer shall be permitted to
make withdrawals therefrom solely for
deposit into its Collection Account or a
Servicing Account, or to remit to Borrower
as required by the related loan
documents, as applicable. To the extent not
inconsistent with the terms of the
related Mortgage Loan Documents, each such
Cash Collateral Account shall be an
Eligible Account.
"Cash Collateral Account Agreement": With respect to any
Mortgage
Loan, the cash collateral account
agreement, if any, between the related
Mortgage Loan Originator and the related
Borrower, pursuant to which the related
Cash Collateral Account, if any, may have
been established.
"CBA A/B Intercreditor Agreement": With respect to each A/B
Mortgage
Loan Combination, the related Intercreditor
Agreement Among Note Holders by and
between Column or PNC, as applicable, as
the initial holder of the related A
Loan, and CBA-Mezzanine Capital Finance,
LLC, as the initial holder of the
related B Loan.
"CBA A/B Material Default": With respect to any A/B Mortgage
Loan
Combination, a "Material Default" under,
and within the meaning of, the related
CBA A/B Intercreditor Agreement.
"CBA A/B Mortgage Loan Combination": Any CBA A Loan together
with
the related CBA B Loan.
"CBA A Loan": The Mortgage Loans identified on Exhibit B hereto
as
Summer Bend Apartments, Olde Town Apts,
Lenox Square, Buckridge at Southport
Apartments, English Garden Townhomes and
Lofts on College Apartments, which are
senior in right of payment to the related
CBA B Loan, to the extent set forth in
the related CBA A/B Intercreditor
Agreement.
"CBA B Loan": With respect to each CBA A Loan, the related B
Loan
not included in the Trust.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2005-C3,
as executed by the Trustee or the
Certificate Registrar and authenticated and
delivered hereunder by the
Certificate Registrar.
"Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X,
Class A-SP, Class A-Y and Class RCS-IO
Certificates), (i) on or prior to the first
Distribution Date, an amount equal
to the Original Certificate Balance of such
Class as specified in the
Preliminary Statement hereto, and (ii) as
of any date of determination after the
first Distribution Date, the Certificate
Balance of such Class on the
Distribution Date immediately prior to such
date of determination (determined as
adjusted pursuant to Section 1.03(h)).
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor
a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder"
with respect to, a Class R or Class
LR Certificate for any purpose hereof; and
(ii) solely for purposes of giving
any consent, approval, direction or waiver
pursuant to this Agreement that
specifically relates to the rights, duties
and/or obligations hereunder of the
Depositor, the applicable Master Servicer,
the applicable Special Servicer or
the Trustee in its respective capacity as
such (other than any consent, approval
or waiver contemplated by any of Sections
3.21 and 7.01(c) or by the Series
2005-C3 Directing Certificateholder in its
capacity as such), any Certificate
registered in the name of such party or in
the name of any Affiliate thereof
shall be deemed not to be outstanding, and
the Voting Rights to which it is
entitled shall not be taken into account in
determining whether the requisite
percentage of Voting Rights necessary to
effect any such consent, approval or
waiver that specifically relates to such
party has been obtained. The
Certificate Registrar shall be entitled to
request and conclusively rely upon a
certificate of the Depositor, the
applicable Master Servicer or the applicable
Special Servicer in determining whether a
Certificate is registered in the name
of an Affiliate of such Person. All
references herein to "Certificateholders" or
"Holders" shall reflect the rights of
Certificate Owners only insofar as they
may indirectly exercise such rights through
the Depository and the Depository
Participants (except as otherwise specified
herein), it being herein
acknowledged and agreed that the parties
hereto shall be required to recognize
as a "Certificateholder" or "Holder" only
the Person in whose name a Certificate
is registered in the Certificate
Register.
"Certificateholder Reports": Collectively, the Trustee Report
and
the CMSA Investor Reporting Package.
"Certificate Notional Amount": With respect to any Class A-X,
Class
A-SP, Class A-Y or Class RCS-IO
Certificate, as of any date of determination,
the then notional amount of such
Certificate equal to the product of (a) the
Percentage Interest evidenced by such
Certificate, multiplied by (b) the then
Class A-X, Class A-SP, Class A-Y or Class
RCS-IO Notional Amount, as applicable.
"Certificate Owner": With respect to any Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Register": The register maintained pursuant to
Section
5.02.
"Certificate Registrar": Wells Fargo, in its capacity as
certificate
registrar, or any successor certificate
registrar appointed as herein provided.
"Certification Parties": As defined in Section 3.26(b).
"Certifying Person": As defined in Section 3.26(b).
"Class": With respect to any Certificates or Uncertificated REMIC
I
Interests, all of the Certificates or
Uncertificated REMIC I Interests bearing
the same alphabetical and, if applicable,
numerical class designation. The
respective Classes of Certificates are
designated in Section 5.01(a).
"Class A-1
Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-1 Pass-Through Rate": 4.1750% per annum.
"Class A-1-A Certificate": A Certificate designated as "Class
A-1-A"
on the face thereof, substantially in the
form of Exhibit A-2 hereto.
"Class A-1-A Components": Component A-1-A-1, Component A-1-A-2,
Component A-1-A-3, Component A-1-A-4,
Component A-1-A-5, Component A-1-A-6,
Component A-1-A-7 and Component
A-1-A-8.
"Class A-1-A Pass-Through Rate": 4.6610% per annum.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-2
Pass-Through Rate": 4.5120% per annum.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-3 Pass-Through Rate": 4.6450% per annum.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB"
on the face thereof, substantially in the
form of Exhibit A-2 hereto.
"Class A-AB Pass-Through Rate": 4.6140% per annum.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-4 Pass-Through Rate": 4.6860% per annum.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-J Pass-Through Rate": 4.7710% per annum.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, substantially in the form
of Exhibit A-2 hereto.
"Class A-M Pass-Through Rate": 4.7300% per annum.
"Class A-P&I Certificates": The Class A-1, Class A-2, Class
A-3,
Class A-AB, Class A-4 and Class A-1-A
Certificates, collectively.
"Class A-SP Certificate": A Certificate designated as "Class
A-SP"
on the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-SP Component": Each of Component A-1-2, Component
A-2-1,
Component A-2-2, Component A-2-3, Component
A-2-4, Component A-3, Component
A-AB-1, Component A-AB-2, Component A-4-1,
Component A-4-2, Component A-4-3,
Component A-J, Component A-M, Component
B-1, Component B-2, Component C-1,
Component C-2, Component D, Component E-1,
Component E-2, Component F-1,
Component F-2, Component G, Component H-1,
Component H-2 and each Class A-1-A
Component (other than Component
A-1-A-1).
"Class A-SP Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts
of the Class A-SP Components that
have not reached their Component Crossover
Date.
"Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average
Net Mortgage Pass-Through Rate for
such Distribution Date and (II) the I/O
Split Rate for such Distribution Date
minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided
that in no event shall any Class A-SP Strip
Rate be less than zero), and (ii)
for any Distribution Date occurring after
the related Component Crossover Date,
0% per annum.
"Class A-SP Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage,
equal to the weighted average of the
Class A-SP Strip Rates of the Class A-SP
Components (weighted on the basis of
their respective Component Notional
Amounts) for such Distribution Date.
"Class A-X Certificate": A Certificate designated as "Class A-X"
on
the face thereof, in the form of Exhibit
A-1 hereto.
"Class A-X Component": Each of the Components.
"Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination,
the sum of the then Component
Notional Amounts of all of the
Components.
"Class A-X Pass-Through Rate": The per annum rate, expressed as
a
percentage, equal to the weighted average
of the Class A-X Strip Rates of the
Class A-X Components (weighted on the basis
of their respective Component
Notional Amounts) for such Distribution
Date.
"Class A-X Strip Rate": With respect to any Class A-X Component
(other than the Class A-SP Components) for
any Distribution Date, a rate per
annum equal to (i) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding
Certificates, and in the case of Class A-SP
Components, (A) for any Distribution
Date occurring on or before the related
Component Crossover Date, (x) the
Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date minus
(y) the sum of the Pass-Through Rate for
the Corresponding Certificates for such
Distribution Date and the Class A-SP Strip
Rate for such Component for such
Distribution Date, and (B) for any
Distribution Date occurring after the related
Component Crossover Date, a rate per annum
equal to (x) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding
Certificates (provided that in no event
shall any Class A-X Strip Rate be less than
zero).
"Class A-Y Certificate": A Certificate designated as "Class A-Y"
on
the face thereof, substantially in the form
of Exhibit A-1 hereto.
"Class A-Y Notional Amount": With respect to the Class A-Y
Certificates, as of any date of
determination, the then aggregate Stated
Principal Balance of the Specially
Designated Co-op Loans and any successor REO
Loans with respect thereto.
"Class A-Y Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage,
equal to the weighted average of the
respective Class A-Y Strip Rates of the
Specially Designated Co-op Loans and any
successor REO Loans with respect thereto
for (and weighted on the basis of their
respective Stated Principal Balances
immediately prior to) such Distribution
Date.
"Class A-Y Strip Rate": With respect to any Specially
Designated
Co-op Loan (and any successor REO Loan with
respect thereto), for any
Distribution Date, a rate per annum equal
to either: (1) if such Loan accrues
interest on a 30/360 Basis, 0.10%; and (2)
if such Loan accrues interest on an
Actual/360 Basis, the product of (a) 0.10%,
multiplied by (b) a fraction, the
numerator of which is the number of days in
the Interest Accrual Period that
corresponds to such Distribution Date, and
the denominator of which 30.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class B Pass-Through Rate": 4.8820% per annum.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.9520% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-2
hereto.
"Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
4.9810% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class F Pass-Through Rate": 4.7480% per annum.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.3500% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i)
5.3000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such
Distribution Date.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class J Pass-Through Rate": 4.4900% per annum.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class K Pass-Through Rate": 4.4900% per annum.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class L Pass-Through Rate": 4.4900% per annum.
"Class LA-1-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-3 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-2-4 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-3 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-AB-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-4-3 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-1-A-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-3 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-4 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-5 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-6 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-7 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-A-8 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC
II and having the Original REMIC I
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-J Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-M Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LA-Y Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Notional
Balance and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LB-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LB-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LC-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LC-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LD Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LE-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LF-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LG Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-1 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LH-2 Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LJ Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LK Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LL Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LM Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LN Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LO Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LP Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and
having the Original REMIC I Principal
Amount and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LRCS-IO Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and
having the Original REMIC I Notional
Balance and per annum rate of interest set
forth in the Preliminary Statement
hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-5 hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-6
hereto.
"Class M Pass-Through Rate": 4.4900% per annum.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class N Pass-Through Rate": 4.4900% per annum.
"Class O Certificate": A Certificate designated as "Class O" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class O Pass-Through Rate": 4.4900% per annum.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-3
hereto.
"Class P Pass-Through Rate": 4.4900% per annum.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, in the form of Exhibit A-5
hereto.
"Class RCS-IO Certificate": A Certificate designated as "Class
RCS-IO" on the face thereof, in the form of
Exhibit A-6 hereto.
"Class RCS-IO Notional Amount": As of any date of determination,
the
outstanding principal balance of the Reyes
Cold Storage Portfolio Mortgage Loan.
"Class RCS-IO Pass-Through Rate": 1.200% per annum.
"Class V Certificate": A Certificate designated as "Class V" on
the
face thereof, in the form of Exhibit A-4
hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance
or Notional Balance.
"Class Principal Balance": The aggregate principal balance
outstanding from time to time of any Class
of Principal Balance Certificates.
"Clearstream": Clearstream Banking, societe anonyme or any
successor.
"Closing Date": June 29, 2005.
"Closing
Date Deposit Amount": $341,474.53, representing the
aggregate amount of interest that would
have accrued at the related Mortgage
Rates during the interest accrual period
ending in June 2005 for those Mortgage
Loans that do not have their first Monthly
Payment due until August 2005.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a
successor thereto. If neither such
association nor any successor remains in
existence, "CMSA" shall be deemed to
refer to such other association or
organization as may exist whose principal
membership consists of servicers, trustees,
issuers, placement agents and
underwriters generally involved in the
commercial mortgage loan securitization
industry, which is the principal such
association or organization in the
commercial mortgage loan securitization
industry and one of whose principal
purposes is the establishment of industry
standards for reporting
transaction-specific information relating
to commercial mortgage pass-through
certificates and commercial mortgage-backed
bonds and the commercial mortgage
loans and foreclosed properties underlying
or backing them to investors holding
or owning such certificates or bonds, and
any successor to such other
association or organization. If an
organization or association described in one
of the preceding sentences of this
definition does not exist, "CMSA" shall be
deemed to refer to such other association
or organization as shall be selected
by the Master Servicers and reasonably
acceptable to the Trustee, the Special
Servicers and the Series 2005-C3 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 reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and approved by the CMSA for
commercial mortgage securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"CMSA Bond Level File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Bond
Level File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and
the Rating Agencies otherwise consent to an
alternative form of such report).
"CMSA Collateral Summary File": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Collateral Summary File" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating Agencies
otherwise consent to an alternative
form of such report).
"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
reasonably acceptable to the applicable
Master Servicer or Special Servicer, as the
case may be, and recommended by the
CMSA for commercial mortgage-backed
securities transactions generally (unless,
with respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating Agencies
otherwise consent to an alternative
form of such report).
"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 reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report).
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the
"Financial File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be reasonably acceptable to the
applicable Master Servicer or Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"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 reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report).
"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 reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report).
"CMSA Investor Reporting Package": Collectively:
(a) the following six electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File and (vi) CMSA Collateral Summary
File;
and
(b) the following nine supplemental reports: (i) CMSA
Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage
Loan Report, (iii) CMSA Historical Liquidation Report, (iv)
CMSA
REO Status
Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii)
CMSA Loan Level Reserve/LOC Report and (ix) CMSA NOI Adjustment
Worksheet;
provided that, in the case of each Mortgaged Property securing
a
Co-op Loan, the respective files and
reports comprising the CMSA Investor
Reporting Package shall present the
Projected Net Cash Flow for such Mortgaged
Property and the Debt Service Coverage
Ratio for such Co-op Loan, as such terms
apply to residential cooperative
properties, if and to the extent that such file
or report requires preparation and/or
submission of data concerning net cash
flow or debt service coverage.
"CMSA Loan Level Reserve/LOC Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Loan Level Reserve/LOC Report"
available as of the Closing Date on the CMSA
Website, or in such other form for the
presentation of such information and
containing such additional information as
may from time to time be reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report).
"CMSA Loan Periodic Update File": A monthly report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Loan Periodic Update File"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be reasonably
acceptable to the applicable Master
Servicer or Special Servicer, as the case
may be, and recommended by the CMSA for
commercial mortgage-backed securities
transactions generally (unless, with
respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report). Each CMSA
Loan Periodic Update File prepared by the
applicable Master Servicer shall be
accompanied by a CMSA Advance Recovery
Report and all references herein to "CMSA
Loan Periodic Update File" shall be
construed accordingly.
"CMSA Loan Setup File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Mortgage
Loan Setup File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be reasonably acceptable to the
applicable Master Servicer or Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"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 reasonably acceptable to the
applicable Master Servicer or Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Operating Statement Analysis
Report" available as of the Closing
Date on the CMSA Website or such other form
for the presentation of such
information and containing such additional
information as may from time to time
be reasonably acceptable to the applicable
Master Servicer or Special Servicer,
as the case may be, and recommended by the
CMSA for commercial mortgage-backed
securities transactions generally (unless,
with respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating
Agencies otherwise consent to an
alternative form of such report).
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Property
File" available as of the Closing Date on
the CMSA Website, or such other form
for the presentation of such information
and containing such additional
information as may from time to time be
reasonably acceptable to the applicable
Master Servicer or Special Servicer, as the
case may be, and recommended by the
CMSA for commercial mortgage-backed
securities transactions generally (unless,
with respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating Agencies
otherwise consent to an alternative
form of such report).
"CMSA Reconciliation of Funds": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Reconciliation of Funds" available as of
the Closing Date on the CMSA Website,
or in such other form for the presentation
of such information and containing
such additional information as may from
time to time be reasonably acceptable to
the applicable Master Servicer or Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be reasonably acceptable to the
applicable Master Servicer or Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such report).
"CMSA Servicer Watch List": A report substantially in the form
of,
and containing the information called for
in, the downloadable form of "Servicer
Watch List" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
reasonably acceptable to the applicable
Master Servicer or Special Servicer, as the
case may be, and recommended by the
CMSA for commercial mortgage-backed
securities transactions generally (unless,
with respect to such other form for
presentation, the Series 2005-C3 Directing
Certificateholder and the Rating Agencies
otherwise consent to an alternative
form of such report).
"CMSA Special Servicer Loan File": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Special Servicer Loan File" available
as of the Closing Date on the CMSA
Website, or in such other form for the
presentation of such information and
containing such additional information as
may from time to time be reasonably
acceptable to the applicable Special
Servicer, as the case may be, and
recommended by the CMSA for commercial
mortgage-backed securities transactions
generally (unless, with respect to such
other form for presentation, the Series
2005-C3 Directing Certificateholder and the
Rating Agencies otherwise consent to
an alternative form of such 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 and regulations
promulgated thereunder, including proposed
regulations to the extent that, by
reason of their proposed effective date,
could, as of the date of any
determination or opinion as to the tax
consequences of any action or proposed
action or transaction, could be applied to
the Trust or the Certificates.
"Collection Account": One or more separate custodial accounts
or,
subject to Section 3.04(h), sub-accounts
created and maintained by each Master
Servicer or any Sub-Servicer on behalf of
such Master Servicer pursuant to
Section 3.04(a) in the name of the Trustee
on behalf of the Certificateholders,
into which the amounts set forth in Section
3.04(a) shall be deposited directly,
which, subject to Section 3.04(h), shall be
entitled substantially as follows:
"[Midland Loan Services, Inc.][NCB, FSB]
[or the name of any successor Master
Servicer], in trust for Wells Fargo Bank,
N.A. [or the name of any successor
Trustee], as Trustee, on behalf of Holders
of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C3, Collection Account". The
Collection Account shall be an Eligible
Account (or, subject to Section 3.04(h), a
sub-account of an Eligible Account)
and, except for the Excess Interest held
therein, shall be part of REMIC I.
"Collection Period": With respect to any Distribution Date, the
period commencing on the date immediately
following the Determination Date in
the calendar month preceding the month in
which such Distribution Date occurs
(or, in the case of the initial
Distribution Date, commencing as of the Closing
Date) and ending on and including the
Determination Date in the calendar month
in which such Distribution Date occurs.
"Column": As defined in the Preliminary Statement to this
Agreement.
"Column Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this
Agreement.
"Column Performance Guarantee": The Guarantee dated as of June,
2005, from the Column Performance Guarantor
in favor of the Trustee, relating to
the obligations of Column under Section 7
of the Column Mortgage Loan Purchase
Agreement.
"Column Performance Guarantor": Credit Suisse First Boston
acting
through CSFB USA Inc., its successor in
interest or any successor guarantor
under the Column Performance Guarantee.
"Column Trust Mortgage Loan": Any Trust Mortgage Loan that is
either
an Original Column Trust Mortgage Loan or a
Replacement Trust Mortgage Loan that
was delivered under the Column Mortgage
Loan Purchase Agreement or the Column
Performance Guarantee in substitution for
an Original Column Trust Mortgage
Loan.
"Commission": The Securities and Exchange Commission.
"Component": Each of Component A-1-1, Component A-1-2,
Component
A-2-1, Component A-2-2, Component A-2-3,
Component A-2-4, Component A-AB-1,
Component A-AB-2, Component A-3, Component
A-4-1, Component A-4-2, Component
A-4-3, each Class A-1-A Component,
Component A-J, Component A-M, Component B-1,
Component B-2, Component C-1, Component
C-2, Component D, Component E-1,
Component E-2, Component F-1, Component
F-2, Component G, Component H-1,
Component H-2, Component J, Component K,
Component L, Component M, Component N,
Component O and Component P.
"Component A-1-1": One of forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-1
Uncertificated Interest as of any date of
determination.
"Component A-1-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-1-2 Uncertificated
Interest as of any date of
determination.
"Component A-2-1": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-1 Uncertificated
Interest as of any date of
determination.
"Component A-2-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-2 Uncertificated
Interest as of any date of
determination.
"Component A-2-3": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-3 Uncertificated
Interest as of any date of
determination.
"Component A-2-4": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-2-4 Uncertificated
Interest as of any date of
determination.
"Component A-3": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-3 Uncertificated
Interest as of any date of
determination.
"Component A-AB-1": One of forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-AB-1 Uncertificated
Interest as of any date of
determination.
"Component A-AB-2": One of forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-AB-2 Uncertificated
Interest as of any date of
determination.
"Component A-4-1": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-4-1 Uncertificated
Interest as of any date of
determination.
"Component A-4-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-4-2 Uncertificated
Interest as of any date of
determination.
"Component A-4-3": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-4-3 Uncertificated
Interest as of any date of
determination.
"Component A-1-A-1": One of forty-one components of the Class
A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-1
Uncertificated Interest as of any date
of determination.
"Component A-1-A-2": One of forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-1-A-2 Uncertificated
Interest as of any date of
determination.
"Component A-1-A-3": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-3
Uncertificated Interest as of any date
of determination.
"Component A-1-A-4": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-4
Uncertificated Interest as of any date
of determination.
"Component A-1-A-5": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-5
Uncertificated Interest as of any date
of determination.
"Component A-1-A-6": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-6
Uncertificated Interest as of any date
of determination.
"Component A-1-A-7": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-7
Uncertificated Interest as of any date
of determination.
"Component A-1-A-8": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-two
components of the Class A-SP
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-8
Uncertificated Interest as of any date
of determination.
"Component A-M": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-M Uncertificated
Interest as of any date of
determination.
"Component A-J": One of forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LA-J Uncertificated
Interest as of any date of
determination.
"Component B-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LB-1 Uncertificated
Interest as of any date of
determination.
"Component C-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LC-1 Uncertificated
Interest as of any date of
determination.
"Component C-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LC-2 Uncertificated
Interest as of any date of
determination.
"Component Crossover Date": With respect to each Class A-SP
Component, the related Crossover Date as
set forth in the table below:
<TABLE>
<CAPTION>
Class A-SP Component
Component Crossover Date
-------------------------------------------------------
---------------------------
<S>
<C>
Components A-1-2 and A-1-A-2
.......................... July 2006 Distribution
Date
Component A-2-1, A-1-A-3 and H-1
...................... July 2007 Distribution
Date
Components A-2-2, A-1-A-4, F-2, G and H-2
.............
July 2008 Distribution Date
Components A-2-3, A-3, A-AB-1, A-1-A-5, E-1
and F-2 ... July
2009 Distribution Date
Components A-2-4, A-AB-2, A-4-1, A-1-A-6,
C-1, D and
E-2
................................................... July 2010 Distribution
Date
Components A-4-2, A-1-A-7, B-1 and C-2
................
July 2011 Distribution Date
Components A-4-3, A-1-A-8, A-J, B-2 and A-M
........... July
2012 Distribution Date
</TABLE>
"Component D": One of the forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LD Uncertificated
Interest as of any date of determination.
"Component E-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LE-1 Uncertificated
Interest as of any date of
determination.
"Component E-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LE-2 Uncertificated
Interest as of any date of
determination.
"Component F-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LF-1 Uncertificated
Interest as of any date of
determination.
"Component F-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LF-2 Uncertificated
Interest as of any date of
determination.
"Component G": One of the forty-one components of the Class A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LG Uncertificated
Interest as of any date of determination.
"Component H-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LH-1 Uncertificated
Interest as of any date of
determination.
"Component H-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-two
components of the Class A-SP Certificates
having a Component Notional Amount equal to
the then current REMIC I Principal
Amount of the Class LH-2 Uncertificated
Interest as of any date of
determination.
"Component J": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LJ
Uncertificated Interest as of any date of
determination.
"Component K": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LK
Uncertificated Interest as of any date of
determination.
"Component L": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LL
Uncertificated Interest as of any date of
determination.
"Component M": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LM
Uncertificated Interest as of any date of
determination.
"Component N": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LN
Uncertificated Interest as of any date of
determination.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to
the then REMIC I Principal Amount of
its Corresponding Uncertificated REMIC I
Interest.
"Component O": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LO
Uncertificated Interest as of any date of
determination.
"Component P": One of the forty-one components of the Class A-X
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Amount of the Class LP
Uncertificated Interest as of any date of
determination.
"Confidential Offering Circular": The final Confidential
Offering
Circular dated June __, 2005, relating to
certain Classes of the Non-Registered
Certificates delivered by the Depositor to
CSFB LLC as of the Closing Date.
"Controlling Class": As of any date of determination, the Class
of
Principal Balance Certificates with the
lowest payment priority pursuant to
Sections 4.01(a) and 4.01(b), that has a
then outstanding Class Principal
Balance that is not less than 25% of its
initial Class Principal Balance;
provided that, if no Class of Principal
Balance Certificates has a Class
Principal Balance that satisfies the
foregoing requirement, then the Controlling
Class shall be the Class of Principal
Balance Certificates with the lowest
payment priority pursuant to Sections
4.01(a) and 4.01(b), that has a then
outstanding Class Principal Balance greater
than zero. For purposes of this
definition, the respective Classes of the
Class A-P&I Certificates shall be
treated as a single Class and, if
appropriate under the terms of this
definition, shall collectively constitute
the Controlling Class. As of the
Closing Date, the Controlling Class shall
be the Class P Certificates.
"Controlling Class Certificateholder": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified by
the Certificate Registrar to the Trustee
from time to time.
"Co-op Loan": Any Mortgage Loan that, as of the date it is
first
included in the Trust Fund, is secured by a
Mortgage that encumbers a
residential cooperative property, as
identified on the Mortgage Loan Schedule.
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its
corporate trust business with respect to
this Agreement shall be administered, which
office at the date of the execution
of this Agreement is located (i) for
Certificate transfer purposes, at Sixth &
Marquette, Minneapolis, Minnesota
55479-0113, Attention: Credit Suisse First
Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates,
Series 2005-C3 and (ii) for all other
purposes, at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention:
Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-C3.
"Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or
any
B Loan as to which the related Trust
Mortgage Loan is a Corrected Mortgage Loan
as described in the definition of
"Servicing Transfer Event".
"Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that
had
been a Specially Serviced Trust Mortgage
Loan but as to which all Servicing
Transfer Events have ceased to exist.
"Corresponding Certificates": As defined in the Preliminary
Statement hereto.
"Corresponding Components": As defined in the Preliminary
Statement
hereto.
"Corresponding Uncertificated REMIC I Interests": As defined in
the
Preliminary Statement hereto.
"Cross-Collateralized Group": Any group of Crossed Trust
Mortgage
Loans.
"Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized
with any other Trust Mortgage Loan. For
the avoidance of doubt, none of the A Loans
shall be deemed a Crossed Trust
Mortgage Loan under this Agreement.
"Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining
related Crossed Trust Mortgage Loans
for the four calendar quarters immediately
preceding the repurchase or
substitution is not less than the greater
of (a) the Debt Service Coverage Ratio
for all such related Crossed Trust Mortgage
Loans, including the affected
Crossed Trust Mortgage Loan, for the four
calendar quarters immediately
preceding the repurchase or substitution
and (b) 1.25x, (ii) the loan-to-value
ratio for any remaining related Crossed
Trust Mortgage Loans determined at the
time of repurchase or substitution based
upon an Appraisal obtained by the
applicable Special Servicer at the expense
of the related Mortgage Loan Seller
is not greater than the lesser of (a) the
loan-to-value ratio for all such
related Crossed Trust Mortgage Loans,
including the affected Crossed Trust
Mortgage Loan set forth in the tables on
Exhibit A-1 to the Prospectus
Supplement, (b) the loan-to-value ratio for
all such related Crossed Trust
Mortgage Loans, including the affected
Crossed Trust Mortgage Loan, determined
at the time of repurchase or substitution
based upon an Appraisal obtained by
the applicable Special Servicer at the
expense of the related Mortgage Loan
Seller and (c) 75.0%, and (iii) the Trustee
receives an Opinion of Counsel (at
the expense of the related Mortgage Loan
Seller) to the effect that such
repurchase or substitution will not result
in the imposition of a tax on the
assets of the Trust Fund or cause either
REMIC Pool to fail to qualify as a
REMIC for federal or applicable state tax
purposes at any time that any of the
Certificates are outstanding.
"CSFB LLC": Credit Suisse First Boston LLC or its successor in
interest.
"Cure Event": The exercise by any B Loan Holder of the cure
rights,
if any, set forth in the related
Intercreditor Agreement, in each case in
accordance with the applicable
Intercreditor Agreement.
"Cure Payments": With respect to any Mortgage Loan Combination,
as
to which the related Intercreditor
Agreement provides that a Junior Loan Holder
shall be entitled to cure a default under
the related Mortgage Loan, the
payments that such Junior Loan Holder makes
to the applicable Master Servicer,
Special Servicer or Trustee, as applicable,
which payments shall consist
(without duplication) of all actual costs,
expenses, losses, obligations,
damages, penalties, and disbursements
imposed on or incurred (whether or not yet
paid) by the applicable Master Servicer,
Special Servicer or Trustee, as
applicable (including, without limitation,
all unreimbursed Advances (without
regard to whether such Advance would be a
Nonrecoverable Advance), and any
interest accrued thereon, Default Interest
and any servicing compensation
incurred with respect to the related
Mortgage Loan) during the period of time
from the expiration of the grace period
under such Mortgage Loan that gave rise
to such Cure Event until such Cure Payment
is made or such other cure is
otherwise effected.
"Custodian" shall mean a Person who is at any time appointed by
the
Trustee pursuant to Section 8.12 as a
document custodian for the Mortgage Files.
"Cut-off Date": Individually and collectively, the respective
Due
Dates for the Trust Mortgage Loans in June
2005 (or with respect to Trust
Mortgage Loans which had closing/funding
dates in June 2005, the closing/funding
date of such Trust Mortgage Loan).
"Cut-off Date Principal Balance": With respect to any Original
Trust
Mortgage Loan, the outstanding principal
balance of such Trust Mortgage Loan as
of the Cut-off Date, after application of
all payments of principal due on or
before such date, whether or not
received.
"Debt Service Coverage Ratio": With respect to any Trust
Mortgage
Loan (other than Co-op Loans) for any
twelve-month period covered by an annual
operating statement for the related
Mortgaged Property, the ratio of (i) Net
Operating Income produced by the related
Mortgaged Property during such period
to (ii) the aggregate amount of Monthly
Payments (other than any Balloon
Payment) due under such Trust Mortgage Loan
during such period; and with respect
to Co-op Loans, as of any date of
determination, the ratio of (1) the Projected
Net Cash Flow for the related Mortgaged
Property on an annualized basis to (2)
the annualized amount of debt service
payable on that Co-op Loan.
"Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect
thereto), any amounts collected
thereon, other than late payment charges,
Static Prepayment Premium or Yield
Maintenance Charges, that represent
interest in excess of interest accrued on
the principal balance of such Trust
Mortgage Loan (or REO Mortgage Loan) at the
related Mortgage Rate, such excess interest
arising out of a default under such
Mortgage Loan.
"Defaulted Trust Mortgage Loan": A Trust Mortgage Loan that is
at
least sixty days delinquent in respect of
its Monthly Payments, or delinquent in
respect of its Balloon Payment, if any, in
each case without giving effect to
any grace period permitted by the related
Mortgage or Note, or if any
non-monetary event of default occurs that
results in the Trust Mortgage Loan
becoming a Specially Serviced Trust
Mortgage Loan; provided, however, that no
Monthly Payment (other than a Balloon
Payment) shall be deemed delinquent if
less than ten dollars of all amounts due
and payable on such Trust Mortgage Loan
has not been received.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": As defined in Section 3.08(f).
"Defeasance Mortgage Loan": As defined in Section 3.08(f).
"Defect": With respect to any Trust Mortgage Loan, as defined in
the
related Mortgage Loan Purchase
Agreement.
"Defective Trust Mortgage Loan": Any Trust Mortgage Loan as to
which
there exists a Material Breach or a
Material Defect that has not been cured in
all material respects.
"Definitive Certificate": A Certificate issued in registered,
definitive physical form.
"Deleted Trust Mortgage Loan": A Defective Trust Mortgage Loan
that
is purchased or repurchased, as the case
may be, from the Trust or replaced with
one or more Replacement Trust Mortgage
Loans, in either case as contemplated by
Section 2.03.
"Depositor": As defined in the Preliminary Statement to this
Agreement.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Determination Date": With respect to any Distribution Date,
the
close of business on the 11th day of the
month in which such Distribution Date
occurs, or if such 11th day is not a
Business Day, the Business Day immediately
following such 11th day.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof that are not (within the meaning
of Treasury Regulations Section
1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of
space for occupancy, the management or
operation of such REO Property, the holding
of such REO Property primarily for
sale to customers in the ordinary course of
a trade or business, the performance
of any construction work thereon or any use
of such REO Property in a trade or
business conducted by the Trust Fund, in
each case other than through an
Independent Contractor; provided, however,
that the Trustee (or the applicable
Master Servicer or Special Servicer on
behalf of the Trustee) shall not be
considered to Directly Operate an REO
Property solely because the Trustee (or
the applicable Master Servicer or Special
Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants,
enters into or renews leases, deals
with taxes and insurance or makes decisions
as to repairs (of the type that
would be deductible under Section 162 of
the Code) or capital expenditures with
respect to such REO Property.
"Discount Rate": As defined in Section 4.01(d).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any
possession of the United States or any
agency or instrumentality of any of the
foregoing (other than an instrumentality
that is a corporation if all of its
activities are subject to tax and, except
for FHLMC, a majority of its board of
directors is not selected by such
governmental unit), (ii) a foreign
government, any international organization or
any agency or instrumentality of any of the
foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section 521 of the Code)
that is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so
designated by the applicable Master
Servicer or the Trustee based upon an
Opinion of Counsel provided to the Trustee
(which shall not be an expense of the
Trustee) to the effect that the holding of
an Ownership Interest in a Residual
Certificate by such Person may cause either
REMIC Pool to qualify as a REMIC or any
Person having an Ownership Interest in
any Class of Certificates (other than such
Person) to incur a liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for
the Transfer of an Ownership Interest in a
Residual Certificate to such Person.
The terms "United States", "State" and
"international organization" shall have
the meanings set forth in Section 7701 of
the Code or successor provisions.
"Distribution Account": The account, accounts or, subject to
Section
3.04(h), sub-accounts created and
maintained by the Trustee, pursuant to Section
3.04(b), in trust for the
Certificateholders, which, subject to Section 3.04(h),
shall be entitled "Wells Fargo Bank, N.A.
[or the name of any successor
Trustee], as Trustee, for the benefit of
Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C3, Distribution Account". The
Distribution Account shall be an Eligible
Account or, subject to Section 3.04(h), a
subaccount of an Eligible Account.
"Distribution Date": With respect to any calendar month,
commencing
in July 2005, the fourth Business Day
following the Determination Date in such
month.
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Maturity Date, the day of the month set
forth in the related Note on which each
Monthly Payment thereon is scheduled to be
first due (without giving effect to
any grace period with respect to late
Monthly Payments), (ii) any Mortgage Loan
after the Maturity Date therefor, the day
of the month set forth in the related
Note on which each Monthly Payment on such
Mortgage Loan had been scheduled to
be first due (without giving effect to any
grace period) and (iii) any REO
Mortgage Loan, the day of the month set
forth in the related Note on which each
Monthly Payment on the related Mortgage
Loan had been scheduled to be first due
(without giving effect to any grace
period).
"EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the
computer system for the receipt,
acceptance, review and dissemination of
documents submitted to the Commission in
electronic format.
"Eligible Account": Either (i) an account or accounts
maintained
with a federal or state chartered
depository institution or trust company
(including the Trustee) the long-term
unsecured debt obligations of which are
rated at least "AA-" by S&P (or "A-" if
the short-term debt obligations thereof
have a short-term rating of not less than
"A-1" by S&P) and "Aa3" by Moody's, if
the deposits are to be held in such account
for more than 30 days, or if such
account is maintained by PNC Bank, National
Association, rated no less than "A1"
by Moody's and with respect to S&P,
meets the requirements in clause (i), or the
short-term debt obligations of which have a
short-term rating of not less than
"A-1" by S&P and "P-1" by Moody's, if
the deposits are to be held in such
account for 30 days or less, or such other
account or accounts with respect to
which each of the Rating Agencies shall
have confirmed in writing that the
then-current rating assigned to any of the
Certificates that are currently being
rated by such Rating Agency will not be
qualified (as applicable), downgraded or
withdrawn by reason thereof, (ii) a
segregated trust account or accounts
maintained with the corporate trust
department of a federal- or state-chartered
depository institution or trust company
that, in either case, has a combined
capital and surplus of at least $50,000,000
and has corporate trust powers,
acting in its fiduciary capacity; provided
that any state-chartered depository
institution or trust company is subject to
regulation regarding fiduciary funds
substantially similar to 12 C.F.R. ss.
9.10(b), (iii) in the case of Reserve
Accounts and Servicing Accounts with
respect to NCB, FSB Loans and NCB Loans,
any account maintained with NCB, FSB
(provided that NCB, FSB has a combined
capital and surplus of at least
$40,000,000) or (iv) such other account or
accounts with respect to which each of the
Rating Agencies shall have confirmed
in writing that the then-current rating
assigned to any of the Certificates that
are currently being rated by such Rating
Agency will not be qualified (as
applicable), downgraded or withdrawn by
reason thereof. Eligible Accounts may
bear interest. No Eligible Account shall be
evidenced by a certificate of
deposit, passbook or other similar
instrument.
"Environmental Assessment": A "Phase I environmental assessment"
as
described in and meeting the criteria of
the American Society of Testing
Materials Standard E 1527-94 or any
successor thereto published by the American
Society of Testing Materials.
"Environmental Insurance Policy": With respect to any Mortgage
Loan,
any insurance policy covering Insured
Environmental Events that is maintained
from time to time in respect of such
Mortgage Loan or the related Mortgaged
Property.
"Environmental Insurer": The provider of insurance pursuant to
any
Environmental Insurance Policy.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payment": Any payment received by the applicable Master
Servicer for the account of any Borrower
for application toward the payment of
real estate taxes, assessments, Insurance
Policy premiums and similar items in
respect of the related Mortgaged Property,
including amounts for deposit to any
reserve account.
"Euroclear": Euroclear Bank N.V./S.A., as operator of The
Euroclear
System.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the ARD Mortgage
Loans
(and each REO Trust Mortgage Loan that
relates to an ARD Trust Mortgage Loan),
interest accrued on such Mortgage Loan (or
REO Trust Mortgage Loan) and
allocable to the Excess Rate. Insofar as it
accrues on an ARD Trust Mortgage
Loan (or any REO Trust Mortgage Loan with
respect thereto), Excess Interest is
an asset of the Trust Fund, but shall not
be an asset of either REMIC Pool.
"Excess Liquidation Proceeds": The excess, if any, of (a) the
Net
Liquidation Proceeds from the sale or
liquidation of a Specially Serviced
Mortgage Loan or, insofar as they are
allocable to the related REO Mortgage
Loan, from the sale or liquidation of an
REO Property, over (b) the sum of (i)
interest on any related Advances, (ii) any
related Servicing Advances, and (iii)
the amount needed to pay off in full the
subject Trust Mortgage Loan or related
REO Trust Mortgage Loan (or if related to a
Mortgage Loan Combination, the
amount needed to pay off in full such
Mortgage Loan Combination) and all amounts
due with respect thereto.
"Excess Liquidation Proceeds Account": The account, accounts
or,
subject to Section 3.04(h), sub-account
created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as
Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C3, Excess
Liquidation Proceeds Account", and which
shall be an Eligible Account or, subject to
Section 3.04(h), a subaccount of an
Eligible Account. The Excess Liquidation
Proceeds Account shall be an asset of
REMIC I.
"Excess Rate": With respect to each ARD Mortgage Loan (and each
REO
Trust Mortgage Loan that relates to an ARD
Trust Mortgage Loan) after the
related Anticipated Repayment Date, the
excess of (i) the applicable Revised
Rate over (ii) the applicable Mortgage Rate
in effect immediately prior to the
related Anticipated Repayment Date.
"Excess Servicing Strip": With respect to any Trust Mortgage or
any
successor REO Loan with respect thereto,
the portion of the related Master
Servicing Fee calculated at an annual rate
equal to the excess, if any, of the
related Master 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 Act Reports": All Current Reports on Form 8-K and
Annual
Reports on Form 10-K that are to be filed
with the Commission with respect to
the Trust as contemplated by Section
3.26.
"Exemption-Favored Party": Any of (i) CSFB LLC, (ii) any Person
directly or indirectly, through one or more
intermediaries, controlling,
controlled by or under common control with
CSFB LLC, and (iii) any member of any
underwriting syndicate or selling group of
which any Person described in clauses
(i) and (ii) is a manager or co-manager
with respect to a Class of Certificates
(other than the Class R, Class LR and Class
V Certificates) that is investment
grade rated by at least one Rating
Agency.
"Fair Value": As defined in Section 3.18(b).
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any
successor.
"Fidelity Bond": As defined in Section 3.07(c).
"Final Distribution Date": The final Distribution Date on which
any
distributions are to be made hereunder on
the Certificates in connection with
the termination of the Trust.
"Final Recovery Determination": A determination by the
applicable
Special Servicer with respect to any
defaulted Mortgage Loan or REO Property
that there has been a recovery of all
Insurance and Condemnation Proceeds,
Liquidation Proceeds and other payments or
recoveries that, in the applicable
Special Servicer's reasonable good faith
judgment, exercised without regard to
any obligation of the applicable Special
Servicer to make payments from its own
funds pursuant to Section 3.07(b), will
ultimately be recoverable.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"GAAP": Generally accepted accounting principles in the United
States.
"Global Certificate": With respect to any Class of
Non-Registered
Certificates, any related Regulation S
Global Certificate or Rule 144A Global
Certificate.
"Grantor Trust": A grantor trust as defined under subpart E of
Part
1 of subchapter J of the Code.
"Grantor Trust Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount
created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be
entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as
Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C3, Grantor Trust
Distribution Account", and which
shall be an Eligible Account or, subject to
Section 3.04(h), a subaccount of an
Eligible Account. The Grantor Trust
Distribution Account shall not be an asset
of either REMIC Pool.
"Grantor Trust Pool": The Grantor Trust Pool designated as such
in
Section 2.05.
"Grantor Trust Provisions": Sections 671-679 of the Code and
Treasury Regulations Section
301.7701-4(c).
"Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related
Mortgaged Property, together with any
estoppels or other agreements executed and
delivered by the ground lessor in
favor of the lender under the related
Mortgage Loan.
"Group A Loan": Any Trust Mortgage Loan identified on the
Mortgage
Loan Schedule as belonging to Servicing
Group A, together with any other Trust
Mortgage Loan that is substituted in
replacement thereof pursuant to or as
contemplated by the related Mortgage Loan
Purchase Agreement. Each Junior Loan
shall be a "Group A Loan."
"Group B Loan": Any Trust Mortgage Loan identified on the
Mortgage
Loan Schedule as belonging to Servicing
Group B, together with any other Trust
Mortgage Loan that is substituted in
replacement thereof pursuant to or as
contemplated by the related Mortgage Loan
Purchase Agreement.
"Group C Loan" Any Trust Mortgage Loan identified on the
Mortgage
Loan Schedule as belonging to Servicing
Group C, together with any other Trust
Mortgage Loan that is substituted in
replacement thereof pursuant to or as
contemplated by the related Mortgage Loan
Purchase Agreement.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including
those so identified pursuant to
CERCLA or any other federal, state or local
environmental related laws and
regulations, and specifically including
asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum
products, urea formaldehyde and any
substances classified as being "in
inventory", "usable work in process" or
similar classification which would, if
classified as unusable, be included in the
foregoing definition.
"I/O Split Rate": With respect to any Distribution Date, the
rate
per annum corresponding to the related
Distribution Date as set forth on Exhibit
L hereto.
"Independent": When used with respect to any specified Person,
any
such Person that (i) is in fact independent
of the Depositor, each Junior Loan
Holder, each Master Servicer, each Special
Servicer, the Trustee and any and all
Affiliates thereof, (ii) does not have any
material direct financial interest in
or any material indirect financial interest
in any of the Depositor, any Junior
Loan Holder, any Master Servicer, any
Special Servicer or any Affiliate thereof
and (iii) is not connected with the
Depositor, any Junior Loan Holder, any
Master Servicer, any Special Servicer or
any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee,
partner, director or Person performing
similar functions; provided, however, that
a Person shall not fail to be
Independent of the Depositor, any Junior
Loan Holder, any Master Servicer, any
Special Servicer, the Trustee or any
Affiliate thereof merely because such
Person is the beneficial owner of 1% or
less of any class of debt or equity
securities issued by the Depositor, such
Junior Loan Holder, such Master
Servicer, such Special Servicer, the
Trustee or any Affiliate thereof, as the
case may be, provided such ownership
constitutes less than 1% of the total
assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to
the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust
Fund were a real estate investment
trust (except that the ownership test set
forth in that Section shall be
considered to be met by any Person that
owns, directly or indirectly, 35% or
more of any Class of Certificates, or such
other interest in any Class of
Certificates as is set forth in an Opinion
of Counsel, which shall be at no
expense to the Trustee, the applicable
Master Servicer or the Trust, delivered
to the Trustee and the applicable Master
Servicer), so long as the Trust Fund
does not receive or derive any income from
such Person and provided that the
relationship between such Person and the
Trust Fund is at arm's length, all
within the meaning of Treasury Regulations
Section 1.856-4(b)(5) (except that no
Master Servicer or Special Servicer shall
be considered to be an Independent
Contractor under the definition in this
clause (i) unless an Opinion of Counsel
(at the expense of the party seeking to be
deemed an Independent Contractor) has
been delivered to the Trustee to that
effect), or (ii) any other Person
(including the Master Servicers and the
Special Servicers) upon receipt by the
Trustee and the applicable Master Servicer
of an Opinion of Counsel (at the
expense of the party seeking to be deemed
an Independent Contractor), to the
effect that the taking of any action in
respect of any REO Property by such
Person, subject to any conditions therein
specified, that is otherwise herein
contemplated to be taken by an Independent
Contractor will not cause such REO
Property to cease to qualify as
"foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or cause any
income realized in respect of such
REO Property to fail to qualify as Rents
from Real Property (provided that such
income would otherwise so qualify).
"Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall
not have been, at the time of such
appointment, at any time after appointment,
or at any time in the preceding five
(5) years, (i) a direct or indirect legal
or beneficial owner in such entity or
any of its affiliates, (ii) a creditor,
supplier, employee, officer, director,
manager or contractor of such entity or any
of its affiliates, (iii) a person
who controls such entity or any of its
affiliates, or (iv) a member of the
immediate family of a person defined in
(i), (ii) or (iii) above.
"Initial LTV Co-op Basis": With respect to any Co-op Loan, the
related loan-to-value ratio specified on
the Mortgage Loan Schedule.
"Initial Pool Balance": The aggregate Cut-off Date Principal
Balance
of all the Original Trust Mortgage
Loans.
"Initial Purchaser": CSFB LLC, as initial purchaser of the
Non-Registered Certificates.
"Initial Resolution Period": As defined in Section 2.03(b).
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs
(1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in
which all of the equity owners come
within such paragraphs.
"Institutional Lender/Owner": One or more of the following: (i)
a
bank, savings and loan association,
investment bank, insurance company, real
estate investment trust, trust company,
commercial credit corporation, pension
plan, pension fund or pension advisory
firm, mutual fund, government entity or
plan, (ii) an investment company, money
management firm or "qualified
institutional buyer" within the meaning of
Rule 144A under the Securities Act,
which is regularly engaged in the business
of making or owning mezzanine loans
of similar types to the mezzanine loan in
the question, (iii) a trustee in
connection with a securitization of the
mezzanine loan, so long as such trustee
or the servicer therefor is an entity that
otherwise would be an Institutional
Lender/Owner, (iv) an institution
substantially similar to any of the foregoing,
in each case of clauses (i), (ii), (iii) or
(iv) of this definition, which (A)
has total assets (in name or under
management) in excess of $600,000,000 and
(except with respect to a pension advisory
firm or similar fiduciary)
capital/statutory surplus or shareholder's
equity of $200,000,000 and (B) is
regularly engaged in the business of making
or owning commercial loans or (v) an
entity Controlled (as defined below) by the
Underwriters or any of the entities
described in clause (i) above. For purposes
of this definition only, "Control"
means the ownership, directly or
indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership
interests of an entity and the
possession, directly or indirectly, of the
power to direct or cause the
direction of the management or policies of
an entity, whether through the
ability to exercise voting power, by
contract or otherwise ("Controlled" has the
meaning correlative thereto). The
applicable Special Servicer shall obtain from
the proposed transferee, and shall be
entitled to rely on, (i) an officer's
certificate of a proposed transferee that
such transferee satisfies the
requirements of this definition and (ii) in
the case of any proposed transferee
that is an entity described in and meeting
the criteria in clauses (i)-(iv) of
the second preceding sentence, the most
recent financial statements of such
transferee.
"Insurance and Condemnation Proceeds": All proceeds (net of
expenses
of collection, including attorney's fees
and expenses) paid under any Insurance
Policy or in connection with the full or
partial condemnation (or threatened
condemnation) of a Mortgaged Property, in
either case, to the extent such
proceeds are not applied to the restoration
of the related Mortgaged Property or
released to the Borrower, in either case,
in accordance with the Servicing
Standard.
"Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy,
flood insurance policy, title insurance
policy, earthquake insurance policy,
Environmental Insurance Policy, business
interruption insurance policy or other
insurance policy that is maintained from
time to time in respect of such Mortgage
Loan (or the related Mortgaged
Property) or such REO Property, as the case
may be.
"Insured Environmental Event": As defined in Section 3.07(j).
"Intercreditor Agreement": The CBA A/B Intercreditor Agreement
or
the Reyes Cold Storage Portfolio Agreement
Among Noteholders, as applicable.
"Interest Accrual Period": With respect to any Class of Regular
Certificates, the Class RCS-IO Certificates
or Uncertificated REMIC I Interests
and any Distribution Date, the calendar
month immediately preceding the month in
which such Distribution Date occurs. Each
Interest Accrual Period shall be
deemed for purposes of this definition to
consist of 30 days.
"Interest Only Certificates": Collectively, the Class A-X,
Class
A-SP, Class A-Y and Class RCS-IO
Certificates.
"Interest Reserve Account": The account, accounts or, subject
to
Section 3.04(h), sub-account created and
maintained by the Trustee, pursuant to
Section 3.28, in trust for the
Certificateholders, which, subject to Section
3.04(h), shall be entitled "Wells Fargo
Bank, N.A. [or the name of any successor
Trustee], as Trustee, in trust for Holders
of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C3, Interest Reserve Account", and
which shall be an Eligible Account or,
subject to Section 3.04(h), a sub-account
of an Eligible Account.
"Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with
respect thereto).
"Interest Shortfall Amount": As to any Distribution Date and
any
Class of Regular Certificates and RCS-IO
Certificates, the amount, if any, by
which the amount distributed on such Class
on such Distribution Date in respect
of interest is less than the amount due in
respect of interest to such Class.
"Interested Person": The Depositor, the each Master Servicer,
each
Special Servicer, any Independent
Contractor engaged by the applicable Special
Servicer, any Holder of a Certificate or
any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"IRS": The Internal Revenue Service or any successor.
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and
Treasury regulations promulgated
thereunder.
"Junior Loan": The CBA B Loans and the Reyes Cold Storage
Portfolio
B Loan, each of which is subordinate in
right of payment to the related A Loan,
pursuant to the related Intercreditor
Agreement.
"Junior Loan Holder": Any holder of a Junior Loan or any
successor
REO Mortgage Loan with respect thereto.
"Late Collections": With respect to any Trust Mortgage Loan or any
B
Loan, all amounts (except Penalty Charges)
received thereon during any
Collection Period, whether as payments,
Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise, which
represent late payments or collections
of principal or interest due in respect of
such Mortgage Loan (without regard to
any acceleration of amounts due thereunder
by reason of default) on a Due Date
in a previous Collection Period and not
previously received. With respect to any
REO Mortgage Loan, all amounts (except
Penalty Charges) received in connection
with the related REO Property during any
Collection Period, whether as Insurance
and Condemnation Proceeds, Liquidation
Proceeds, REO Revenues or otherwise,
which represent late collections of
principal or interest due or deemed due in
respect of such REO Mortgage Loan or the
predecessor Mortgage Loan (without
regard to any acceleration of amounts due
under the predecessor Mortgage Loan by
reason of default) on a Due Date in a
previous Collection Period and not
previously received.
"Letter of Credit": With respect to any Mortgage Loan, any
third-party letter of credit delivered by
or at the direction of the Borrower
pursuant to the terms of such Mortgage Loan
in lieu of the establishment of, or
deposit otherwise required to be made into,
a reserve fund.
"Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i)
payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery
Determination with respect to such
Mortgage Loan or REO Property; (iii) in the
case of a Trust Mortgage Loan, the
repurchase of such Trust Mortgage Loan by
the related Mortgage Loan Seller
pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or by the
Column Performance Guarantor pursuant to
the Column Performance Guarantee; (iv)
in the case of a Defaulted Trust Mortgage
Loan, the purchase of such Trust
Mortgage Loan by the Series 2005-C3
Directing Certificateholder or the
applicable Special Servicer or any assignee
or Affiliate of either of the
foregoing pursuant to Section 3.18; (v) in
the case of any A/B Mortgage Loan
Combination, the purchase of the related A
Loan by the related B Loan Holder
pursuant to the related Intercreditor
Agreement; (vi) the purchase of such
Mortgage Loan by a related Mezzanine Loan
Holder; (vii) the sale or other
liquidation of such REO Property hereunder;
or (viii) the purchase of such
Mortgage Loan (if it is a Trust Mortgage
Loan) or REO Property by the Holders of
more than 50% of the Percentage Interests
in the Controlling Class, the
applicable Special Servicer or the
applicable Master Servicer pursuant to
Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and
owing (but not otherwise covered by
Servicing Advances) in connection with the
liquidation of any Specially Serviced
Mortgage Loan or REO Property (including
legal fees and expenses, committee or
referee fees and, if applicable, brokerage
commissions and conveyance taxes).
"Liquidation Fee": A fee payable to the applicable Special
Servicer
with respect to any Trust Mortgage Loan
repurchased by the applicable Mortgage
Loan Seller (or guarantor) after the
Initial Resolution Period (and any
permitted extension thereof) as described
in Section 2.03 or any Specially
Serviced Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the
applicable Special Servicer receives a
full, partial or discounted payoff with
respect thereto from the related Borrower
or any Liquidation Proceeds with
respect thereto, all as provided in Section
3.11(b).
"Liquidation Fee Rate": 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues)
received by the applicable Master
Servicer or Special Servicer, in connection
with: (i) the liquidation of a
Mortgaged Property or other collateral
constituting security for a defaulted
Mortgage Loan through trustee's sale,
foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof
required to be released to the
related Borrower; (ii) the realization upon
any deficiency judgment obtained
against a Borrower; (iii) the purchase of a
Defaulted Trust Mortgage Loan by the
Series 2005-C3 Directing Certificateholder
or the applicable Special Servicer or
any assignee or Affiliate of either of the
foregoing pursuant to Section 3.18;
(iv) the repurchase of a Trust Mortgage
Loan by any Mortgage Loan Seller
pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage Loan, by
the Column Performance Guarantor
pursuant to the Column Performance
Guarantee; (v) the purchase of an A Loan by
the related B Loan Holder pursuant to the
related Intercreditor Agreement; (vi)
the purchase of any Mortgage Loan by a
related Mezzanine Loan Holder; or (vii)
the purchase of all Trust Mortgage Loans
and REO Properties by Holders of more
than 50% of the Percentage Interests in the
Controlling Class, a Special
Servicer or a Master Servicer pursuant to
Section 9.01.
"LNR": LNR Partners, Inc.
"Loan Agreement": With respect to any Mortgage Loan, the loan
agreement, if any, between the related
Mortgage Loan Originator and the
Borrower, pursuant to which such Mortgage
Loan was made.
"Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.
"Loan Group No. 1": Collectively, all of the Trust Mortgage
Loans
that are identified on the Trust Mortgage
Loan Schedule as belonging to Loan
Group No. 1 and any successor REO Trust
Mortgage Loans with respect thereto.
"Loan Group No. 2": Collectively, all of the Trust Mortgage
Loans
that are identified on the Trust Mortgage
Loan Schedule as belonging to Loan
Group No. 2 and any successor REO Trust
Mortgage Loans with respect thereto.
"Loan-to-Value Ratio": With respect to any Trust Mortgage Loan,
as
of any date of determination, the fraction,
expressed as a percentage, the
numerator of which is the principal balance
of such Trust Mortgage Loan (or, in
the case of any A Loan, of the A/B Mortgage
Loan Combination) at the time of
determination, and the denominator of which
is the Appraised Value of the
related Mortgaged Property.
"Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any
documents relating to a Mortgage Loan
to receive revenues therefrom. Any Lock-Box
Account shall be beneficially owned
for federal income tax purposes by the
Person who is entitled to receive the
reinvestment income or gain thereon in
accordance with the terms and provisions
of the related Mortgage Loan and Section
3.06, which Person shall, if required
under the Code, be taxed on all
reinvestment income or gain thereon. The Master
Servicer shall be permitted to make
withdrawals therefrom for deposit into the
related Cash Collateral Accounts.
"Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box agreement, if any, between the
applicable Mortgage Loan Originator or
the applicable Mortgage Loan Seller and the
related Borrower, pursuant to which
the related Lock-Box Account may have been
established.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Mortgage Loan, the
Management Agreement, if any, by and
between the Manager and the related
Borrower, or any successor Management
Agreement between such parties.
"Manager": With respect to any Mortgage Loan, any property
manager
for the related Mortgaged Property or
Mortgaged Properties.
"Master Servicer": With respect to (a) the Group A Loans and
related
Junior Loans and any related REO
Properties, and any matters relating to the
foregoing, Master Servicer No. 1, and (b)
the Group B Loans, Group C Loans and
any related REO Properties, and any matters
relating to the foregoing, Master
Servicer No. 2.
"Master Servicer No. 1": Midland, in its capacity as master
servicer
with respect to the Group A Loans and
related Junior Loans and any related REO
Properties hereunder, or any successor
master servicer appointed as provided
herein with respect to the Group A Loans
and related Junior Loans and any
related REO Properties.
"Master Servicer No. 2": NCB, FSB, in its capacity as master
servicer with respect to the Group B Loans,
Group C Loans and any related REO
Properties hereunder, or any successor
master servicer appointed as provided
herein with respect to the Group B Loans,
Group C Loans and any related REO
Properties.
"Master Servicer Account": As defined in Section 3.06(a).
"Master Servicer Employees": As defined in Section 3.07(c).
"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day preceding such
Distribution Date.
"Master Servicing Fee": With respect to each Trust Mortgage Loan
and
REO Trust Mortgage Loan, the fee payable to
the applicable Master Servicer
pursuant to the first paragraph of Section
3.11(a), which Master Servicing Fee
shall include any Primary Servicing
Fee.
"Master Servicing Fee Rate": With respect to each Trust
Mortgage
Loan and REO Trust Mortgage Loan, the rate
per annum specified as such on the
Trust Mortgage Loan Schedule; and with
respect to each NCB, FSB Loan or NCB Loan
(or any successor REO Loan with respect
thereof), [___]% per annum.
"Material Breach": As defined in Section 2.03(b).
"Material Defect": As defined in Section 2.03(b).
"Maturity Date": With respect to any Mortgage Loan as of any date
of
determination, the date on which the last
payment of principal is due and
payable under the related Note, after
taking into account all Principal
Prepayments received prior to such date of
determination, but without giving
effect to (i) any acceleration of the
principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace
period permitted by the related Note or
(iii) any modification, waiver or amendment
of such Mortgage Loan granted or
agreed to by the applicable Master Servicer
or the applicable Special Servicer
pursuant to Section 3.20 occurring prior to
such date of determination.
"Mezzanine Loan": Any Trust Mortgage constituting "Mezzanine
Debt"
or a "Mezzanine Loan", as identified in
Exhibit C-2 attached hereto.
"Mezzanine Loan Collateral": With respect to any Mezzanine Loan,
any
stock, partnership interests, membership
interests or other equity interest in
the related Borrower that has been pledged
pursuant to such Mezzanine Loan.
"Mezzanine Loan Holder": With respect to any Mezzanine Loan,
the
holder or obligee thereof.
"Monthly Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates, the
Accrued Certificate Interest Amount
for such Class for such Distribution Date,
reduced (to not less than zero) by
that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if
any, for such Distribution Date that is
allocable to such Class pursuant to
Section 4.01(b).
"Monthly Payment": With respect to any Mortgage Loan (other than
any
REO Mortgage Loan) and any Due Date, the
scheduled monthly payment of principal,
if any, and interest at the Mortgage Rate,
excluding any Balloon Payment or
Excess Interest, which is payable by the
related Borrower on such Due Date under
the related Note (as such terms may be
changed or modified in connection with a
bankruptcy or similar proceeding involving
the related Borrower or by reason of
a modification, waiver or amendment of such
Mortgage Loan granted or agreed to
by the applicable Master Servicer or
Special Servicer pursuant to Section 3.20),
without regard to any acceleration of
principal of such Mortgage Loan by reason
of a default thereunder. With respect to an
REO Mortgage Loan, the monthly
payment, excluding any Balloon Payment or
Excess Interest, that would otherwise
have been payable on the related Due Date
had the related Note not been
discharged, determined as set forth in the
preceding sentence and on the
assumption that all other amounts, if any,
due thereunder are paid when due.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor
any successor remains in existence,
"Moody's" shall be deemed to refer to such
other nationally recognized
statistical rating agency or other
comparable Person designated by the
Depositor, notice of which designation
shall be given to the other parties
hereto, and specific ratings of Moody's
Investors Service, Inc. herein
referenced shall be deemed to refer to the
equivalent ratings of the party so
designated; provided, however, that if such
designated party has not then
assigned a rating to a depository
institution, insurer or any other Person or
item, then any failure to satisfy a
requirement under this Agreement to meet or
maintain such equivalent rating shall not
be deemed an Event of Default or
breach of the Servicing Standard solely as
a result of such failure. References
herein to "applicable rating category"
(other than such references to "highest
applicable rating category") shall, in the
case of Moody's, be deemed to refer
to such applicable rating category of
Moody's, without regard to any plus or
minus or other comparable rating
qualification.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed
of
trust, deed to secure debt or other
instrument securing a Note and creating a
lien on the related Mortgaged Property.
"Mortgage File": With respect to any Trust Mortgage Loan, the
following documents:
(i) the original Note (or a lost note affidavit), bearing, or
accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement, assignment
or
allonge from the applicable Mortgage Loan Originator either in
blank
or to the applicable Mortgage Loan Seller, and further endorsed
(at
the direction of the Depositor given pursuant to the related
Mortgage Loan Purchase Agreement) by the applicable Mortgage
Loan
Seller, on its face or by allonge attached thereto, without
recourse, in blank or to the order of the Trustee in the
following
form: "Pay to the order of Wells Fargo Bank, N.A., as trustee
for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2005-C3, without recourse, representation or warranty,
express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof,
or if such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy
thereof
from the applicable recording office, and originals or
counterparts
(or originals or copies of certified copies from the applicable
recording office) of any intervening assignments thereof from
the
related Mortgage Loan Originator to the applicable Mortgage
Loan
Seller, in each case in the form submitted for recording or, if
recorded, with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from the
applicable Mortgage Loan Seller (or the Mortgage Loan
Originator),
either in blank or to "Wells Fargo Bank, N.A., as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C3";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from
the
Mortgage), and the originals, counterparts or copies of any
intervening assignments thereof from the applicable Mortgage
Loan
Originator of the Trust Mortgage Loan to the applicable
Mortgage
Loan Seller, in each case in the form submitted for recording or,
if
recorded, with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to clause (iii) above), in
recordable form (except for any missing recording information
and,
if applicable, completion of the name of the assignee), from
the
Mortgage Loan Seller (or the Mortgage Loan Originator), either
in
blank or to "Wells Fargo Bank, N.A., as trustee for the
registered
Holders of Credit Suisse First Boston Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-C3";
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof from
the
applicable Mortgage Loan Originator of the Trust Mortgage Loan
to
the
applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to clause (iii) above),
from
the Mortgage Loan Seller or the applicable Mortgage Loan
Originator,
either in blank or to "Wells Fargo Bank, N.A., as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C3", which assignment may be included as part of an
omnibus
assignment covering other documents relating to the Trust
Mortgage
Loan; provided that such omnibus assignment is effective under
applicable law;
(viii) originals or copies of all (A) assumption agreements,
(B) modifications, (C) written assurance agreements and (D)
substitution agreements, together with any evidence of
recording
thereon or in the form submitted for recording, when appropriate,
in
those instances where the terms or provisions of the Mortgage,
Note
or any related security document have been modified or the
Trust
Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof (together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy), or if the
policy
has not yet been issued, the original or a copy of a binding
written
commitment (which may be a pro forma or specimen title
insurance
policy which has been accepted or approved in writing by the
related
title insurance company, or escrow instructions binding on the
title
insurer irrevocably obligating the title insurer to issue such
title
insurance policy) or interim binder, relating to the Trust
Mortgage
Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Trust Mortgage Loan;
(xi) certified or other copies of all UCC Financing Statements
and continuation statements which show the filing or recording
thereof or copies thereof in the form submitted for filing or
recording sufficient to perfect (and maintain the perfection of)
the
security interest held by the Mortgage Loan Originator (and
each
assignee of record prior to the Trustee) in and to the personalty
of
the Borrower at the Mortgaged Property that is described in the
related Mortgage or a separate security agreement, and original
UCC
Financing Statement assignments in a form suitable for filing
or
recording, sufficient to transfer such to the Trustee;
(xii) the original or copy of the power of attorney (with
evidence of recording thereon) granted by the Borrower if the
Mortgage, Note or other document or instrument referred to above
was
not signed by the Borrower;
(xiii) with respect to any debt of a Borrower permitted under
the Trust Mortgage Loan, an original or copy of the
subordination
agreement, standstill agreement or other intercreditor, co-lender
or
similar agreement relating to such other debt, if any, including
(if
and as applicable) any Intercreditor Agreement, mezzanine loan
documents or preferred equity documents, together with, if the
Trust
Mortgage Loan is an A Loan, a copy of the Note for each related
B
Loan;
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related cash
collateral control agreement or lock-box control agreement, as
applicable, and a copy of the UCC Financing Statements, if any,
submitted for filing with respect to the related Mortgage Loan
Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together with
UCC
Financing Statement assignments in a form suitable for filing
or
recording, sufficient to transfer such to the Trustee on behalf
of
the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage);
(xvi) the originals of Letters of Credit, if any, relating to
the Trust Mortgage Loan, provided that in connection with the
delivery of the Mortgage File to the Trust, such originals shall
be
delivered to the applicable Master Servicer and copies thereof
shall
be delivered to the Trustee;
(xvii) any environmental insurance policies and any
environmental guaranty or indemnity agreements or copies
thereof;
(xviii) the original Ground Lease, Ground Lease estoppels and
any amendments thereto, if any, or a copy thereof;
(xix) copies of
franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer or assignment documents;
(xx) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(xxi) the checklist of the related Mortgage Loan Documents, if
any, that is included in the Mortgage File for the related
Loan.
Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term
shall not be deemed to include such
documents and instruments required to be
included therein unless they are
actually so received. If any B Loan is
being serviced and administered
hereunder, the Mortgage File for the
related Trust Mortgage Loan shall also
constitute the Mortgage File for such B
Loan.
"Mortgage Interest Accrual Period": With respect to any
Mortgage
Loan, the period during which interest
payable on any particular related Due
Date accrues pursuant to the related
Note.
"Mortgage Loan": Any Trust Mortgage Loan or, to the extent
being
serviced hereunder, any B Loan.
"Mortgage Loan Combination": Any A/B Mortgage Loan Combination.
"Mortgage Loan Combination Custodial Account": With respect to
any
Mortgage Loan Combination, the segregated
account or accounts (or, subject to
Section 3.04(h), the sub-account) created
and maintained by the applicable
Master Servicer pursuant to Section 3.04(e)
in the name of the Trustee on behalf
of the Certificateholders and the related B
Loan Holder, which, subject to
Section 3.04(h), shall be entitled
substantially as follows: "Midland Loan
Services, Inc. [or the name of any
successor Master Servicer], as Master
Servicer, in trust for Wells Fargo Bank,
N.A. [or the name of any successor
Trustee], as Trustee, on behalf of Holders
of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-C3 and [name of the related B Loan
Holder], as their interests may appear".
Each Mortgage Loan Combination Custodial
Account shall be an Eligible Account
(or, subject to Section 3.04(h), a
sub-account of an Eligible Account) and, only
to the extent of amounts therein relating
to the subject A Loan, shall be part
of REMIC I.
"Mortgage Loan Documents": With respect to each Mortgage Loan,
to
the extent applicable, the Loan Agreement,
the Mortgage, the Note, the
Assignment of Leases (if separate from the
Mortgage), the Security Agreement,
any cash management agreement, any Ground
Lease, any Letters of Credit, escrow
or reserve account information relating to
the Additional Collateral Trust
Mortgage Loans, any UCC Financing
Statements, the title insurance policy (or
escrow instructions binding on the title
insurer irrevocably obligating the
title insurer to issue such title insurance
policy), all surveys, all insurance
policies, any environmental liability
agreements, any escrow agreements for
improvements or lease-up, any guaranties
related to such Mortgage Loan, any
prior assignments of Mortgage in the event
that the related Mortgage Loan Seller
is not the originator of record, any
collateral assignments of property
management agreements and other servicing
agreements required by the applicable
commitment and other loan documents, any
preferred equity and mezzanine loan
documents and all modification,
consolidation and extension agreements, if any.
"Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.
"Mortgage Loan Purchase Agreement": Any of the Column Mortgage
Loan
Purchase Agreement, the PNC Mortgage Loan
Purchase Agreement, the NCB, FSB
Mortgage Loan Purchase Agreement or the NCB
Mortgage Loan Purchase Agreement.
"Mortgage Loan Sellers": Together, Column, PNC, NCB, FSB and
NCB.
"Mortgage Pool": All of the Trust Mortgage Loans and any
successor
REO Trust Mortgage Loans, collectively, as
of any particular date of
determination. The Mortgage Pool shall not
include any Junior Loans.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or
prior
to its Maturity Date, the annual rate at
which interest is scheduled (in the
absence of a default and without giving
effect to any Revised Rate) to accrue on
such Mortgage Loan from time to time in
accordance with the related Note and
applicable law; calculated based on (a) the
annual rate at which interest is
scheduled (in the absence of a default and
without giving effect to any Revised
Rate) to accrue on such Mortgage Loan from
time to time in accordance with the
related Note and applicable law, and (b)
the assumption of a year consisting of
twelve 30-day months; (ii) any Mortgage
Loan after its Maturity Date, the
annualized rate described in clause (i)
above determined without regard to the
passage of such Maturity Date; and (iii)
any REO Mortgage Loan, the annualized
rate described in clause (i) or (ii), as
applicable, above, determined as if the
predecessor Mortgage Loan had remained
outstanding.
"Mortgaged Property": The underlying real property (including
any
REO Property) that secures a Mortgage Loan,
in each case consisting of a parcel
or parcels of land improved by a commercial
and/or multifamily building or
facility, together with any personal
property (to the extent the same are owned
by the Borrower and necessary in connection
with the operation of the related
property), fixtures, leases and other
property or rights pertaining thereto.
"Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through
which such holder takes actions with
respect to such Mortgage Loan.
"NCB, FSB Loans": The mortgage loans transferred to the
Depositor
pursuant to the NCB, FSB Mortgage Loan
Purchase Agreement and identified on
Schedule II thereto, together with any
mortgage loans substituted in replacement
thereof pursuant to the NCB, FSB Mortgage
Loan Purchase Agreement.
"NCB, FSB Mortgage Loan Purchase Agreement": The agreement
between
the Depositor as purchaser and the NCB, FSB
Mortgage Loan Seller as seller,
dated as of June 1, 2005, relating to the
transfer of all of the NCB, FSB
Mortgage Loan Seller's right, title and
interest in and to the mortgage loans
identified on Schedule II thereto.
"NCB, FSB Mortgage Loan Seller": NCB, FSB, a federal savings
bank,
or its successor in interest.
"NCB Loans": The mortgage loans transferred to the Depositor
pursuant to the NCB Mortgage Loan Purchase
Agreement and identified on Schedule
II thereto, together with any mortgage
loans substituted in replacement thereof
pursuant to the NCB Mortgage Loan Purchase
Agreement.
"NCB Mortgage Loan Purchase Agreement": The agreement between
the
Depositor as purchaser and the NCB Mortgage
Loan Seller as seller, dated as of
June 1, 2005, relating to the transfer of
all of the NCB Mortgage Loan Seller's
right, title and interest in and to the
mortgage loans identified on Schedule II
thereto.
"NCB Mortgage Loan Seller": National Consumer Cooperative Bank,
a
corporation chartered by an Act of the
United States Congress, or its successor
in interest.
"NCB Subordinate Debt Conditions": With respect to a Borrower
encumbering a Mortgaged Property relating
to an NCB Loan that is a Co-op Loan
with a subordinate mortgage, the following
conditions: (i) each of the loans, or
the sole loan, to be secured by each such
subordinate mortgage is made by NCB,
FSB or any Affiliate thereof, (ii) each
such subordinate mortgage is expressly
subject and subordinate to the lien of the
Mortgage encumbering the Mortgaged
Property in question, (iii) each such
subordinate mortgage is expressly made in
compliance with the underwriting standards
which NCB, FSB customarily employs in
connection with making subordinate
mortgages for its own mortgage loan
portfolio, (iv) as of the date of the
closing of the subordinate mortgage loan
in question, the New Loan-to-Value Ratio
(as defined below) does not exceed 40%,
(v) NCB, FSB or any Affiliate thereof that
originates the subordinate mortgage
loan, executes and delivers to the Trustee
a subordination agreement with
respect to such subordinate mortgage in
substantially the form of Exhibit Q
hereto (provided that the Trustee shall
have no responsibility for determining
the sufficiency or validity thereof), (vi)
if the subordinate mortgage loan will
not be a fully amortizing loan, the stated
maturity date of the subordinate
mortgage loan shall be no earlier than the
maturity date of the related Co-op
Loan, (vii) the subordinate mortgage loan
shall have interest payable on a
current basis, with no deferral, (viii) the
subordinate mortgage loan is made
principally for the purpose of funding
capital expenditures, major repairs or
reserves at or with respect to the
Mortgaged Property in question and (ix) the
aggregate amount of subordinate mortgage
debt encumbering the Mortgaged Property
in question does not exceed $7,500,000. For
purposes of this definition, and
notwithstanding anything herein to the
contrary: "Mortgage Debt" shall mean the
sum of (x) the aggregate outstanding
principal balance of all loans secured by
one or more mortgages then encumbering the
Mortgaged Property in question
(including the related Co-op Loan and any
then existing subordinate mortgage
loans) and (y) the principal amount of the
proposed new subordinate mortgage
loan; "New Loan-to-Value Ratio" shall mean,
as of any date for any Co-op Loan,
the fraction, expressed as a percentage,
the numerator of which is the Mortgage
Debt for the related Mortgaged Property on
such date, and the denominator of
which is the Appraised Value of the related
Mortgaged Property; and "Appraisal"
shall mean an appraisal of the applicable
Mortgaged Property by an Appraiser
made in conformance with NCB, FSB's
customary underwriting requirements, not
more than one year prior to the origination
date of the related Co-op Loan and
reviewed by Master Servicer No. 2.
"Net Investment Earnings": (i) With respect to any of the
Collection
Account, any Mortgage Loan Combination
Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing
Account or the REO Account, for any
Collection Period, and (ii) with respect to
any of the Distribution Account, the
Excess Liquidation Proceeds Account, the
Grantor Trust Distribution Account and
the Interest Reserve Account, for any
one-month period ending on a Distribution
Date, the amount, if any, by which the
aggregate of all interest and other
income realized during such period on funds
relating to the Trust Fund held in
such account (and which is not required to
be paid to the related Borrower)
exceeds the aggregate of all losses, if
any, incurred during such period in
connection with the investment of such
funds in accordance with Section 3.06.
"Net Investment Loss": (i) With respect to any of the
Collection
Account, any Mortgage Loan Combination
Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing
Account or the REO Account, for any
Collection Period and (ii) with respect to
any of the Distribution Account, the
Excess Liquidation Proceeds Account, the
Grantor Trust Distribution Account and
the Interest Reserve Account, for any
one-month period ending on a Distribution
Date, the amount, if any, by which the
aggregate of all losses, if any, incurred
during such period in connection with the
investment of funds relating to the
Trust Fund held in such account (and which
investment is not directed by the
related Borrower) in accordance with
Section 3.06 exceeds the aggregate of all
interest and other income realized during
such period on such funds.
"Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by
the Trust with respect to any
Specially Serviced Trust Mortgage Loan or
REO Property, over (b) the amount of
all Liquidation Expenses incurred with
respect thereto.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto)
that accrues interest on a 30/360
Basis, for any Distribution Date, an annual
rate equal to the Original Net
Mortgage Rate for such Trust Mortgage Loan
(or, in the case of a Specially
Designated Co-op Loan (or any successor REO
Loan with respect thereto), such
Original Net Mortgage Rate minus 0.10% per
annum; and
(B) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto)
that accrues interest on an Actual/360
Basis, for any Distribution Date, an annual
rate generally equal to twelve times
a fraction, expressed as a percentage:
(1) the
numerator of which fraction is, subject to adjustment as
described below in this definition, an amount of interest
equal to the product of (a) the number of days in the related
Interest Accrual Period (disregarding the last sentence of the
definition of Interest Accrual Period), multiplied by (b) the
Stated Principal Balance of such Trust Mortgage Loan (or such
REO Trust Mortgage Loan) immediately preceding such
Distribution Date, multiplied by (c) 1/360, multiplied by (d)
the Original Net Mortgage Rate for such Trust Mortgage Loan
(or, in the case of a Specially Designated Co-op Loan (or any
successor REO Loan with respect thereto), such Original Net
Mortgage Rate minus 0.10% per annum and with respect to the
Reyes Cold Storage Portfolio Mortgage Loan (or any successor
REO Loan with respect thereto), such Original Net Mortgage
Interest Rate
minus 1.200% per annum); and
(2) the
denominator of which is the Stated Principal Balance of
such Trust Mortgage Loan (or such REO Mortgage Loan)
immediately preceding that Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap
year, or February of any year
subsequent to 2005, then the amount of
interest referred to in the fractional
numerator described in clause (B)(1) above
will be decreased to reflect any
Withheld Amounts with respect to the
subject Trust Mortgage Loan (or REO Trust
Mortgage Loan) transferred from the
Distribution Account to the Interest Reserve
Account in such calendar month.
Furthermore, if the subject Distribution Date
occurs during March of any year subsequent
to 2005, then the amount of interest
referred to in the fractional numerator
described in clause (B)(1) above will be
increased to reflect any Withheld Amounts
with respect to the subject Trust
Mortgage Loan (or REO Trust Mortgage Loan)
transferred from the Interest Reserve
Account to the Distribution Account for
distribution on such Distribution Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or
REO
Trust Mortgage Loan as of any date of
determination, a per annum rate equal to
the related Mortgage Rate minus the related
Administrative Fee Rate.
"Net Operating Income": With respect to any Mortgaged Property,
for
any twelve-month period, the total
operating revenues derived from such
Mortgaged Property during such period,
minus the total operating expenses
incurred in respect of such Mortgaged
Property during such period, other than
(i) non-cash items such as depreciation,
(ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the
related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the
direction
of the applicable Special Servicer on
behalf of the Trust, including any lease
renewed, modified or extended on behalf of
the Trust, if the Trust Fund has the
right to renegotiate the terms of such
lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any
portion thereof.
"Nonrecoverable P&I Advance": The portion of any P&I
Advance
previously made or proposed to be made in
respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan (including any
P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount)
which, in the judgment (in accordance with
the Servicing Standard in the case of
judgment by a Master Servicer or Special
Servicer) of the applicable Master
Servicer, the applicable Special Servicer or
the Trustee, as applicable, will not be
ultimately recoverable, together with
any accrued and unpaid interest thereon,
from Late Collections or any other
recovery on or in respect of such Trust
Mortgage Loan or REO Trust Mortgage
Loan. The determination by a Master
Servicer, a Special Servicer or the Trustee,
as applicable, that it has made (or, in the
case of a determination made by the
applicable Special Servicer, that a Master
Servicer or Trustee has made) a
Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer's
Certificate delivered (i) to the Trustee
and the applicable Special Servicer, in
the case of the applicable Master Servicer,
(ii) to the applicable Master
Servicer and the Trustee in the case of the
applicable Special Servicer, (iii)
to the Depositor, the applicable Master
Servicer and the applicable Special
Servicer, in the case of the Trustee, and
(iv) in each case, to the Series
2005-C3 Directing Certificateholder, each
Junior Loan Holder or its designee (if
any A/B Mortgage Loan Combination or any
related REO Trust Mortgage Loan is
involved) and to any Requesting Subordinate
Certificateholder (at the expense of
such Requesting Subordinate
Certificateholder) setting forth such determination
of nonrecoverability and the considerations
of the applicable Master Servicer,
the applicable Special Servicer or the
Trustee, as applicable, forming the basis
of such determination (which shall include
but shall not be limited to
information, to the extent available, such
as related income and expense
statements, rent rolls, occupancy status,
property inspections, and shall
include an Appraisal (provided that if an
Appraisal has been obtained within the
past 12 months, no new Appraisal is
required) of the related Mortgaged Property,
the cost of which Appraisal shall, subject
to Section 3.03(c), be advanced by
the applicable Master Servicer as a
Servicing Advance). In making such
recoverability determination, the
applicable Master Servicer, applicable Special
Servicer or Trustee, as applicable, will be
entitled to consider (among other
things) only the obligations of the
Borrower 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
applicable Master Servicer and the
applicable 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 applicable Master
Servicer and the applicable Special
Servicer) (among other things) the timing of
recoveries. In addition, in considering
whether a P&I Advance is nonrecoverable,
the applicable Master Servicer, the
applicable Special Servicer or the Trustee,
as applicable, will be entitled to give due
regard to the existence of any
outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with
respect to any other Trust Mortgage Loans
or REO Trust Mortgage Loans the
reimbursement of which, at the time of such
consideration, is being deferred or
delayed by the applicable Master Servicer
or the Trustee because there is
insufficient principal available for such
reimbursement, in light of the fact
that proceeds of the Trust Mortgage Loan or
REO Trust Mortgage Loan as to which
a nonrecoverability determination is being
made are a source of reimbursement
not only for the P&I Advance under
consideration, but also as a potential source
of the reimbursement of the outstanding
Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's
Certificate referred to in the second
preceding sentence shall be accompanied by
the Appraisal and all other supporting
documentation relevant to the subject
parties' nonrecoverability determination.
The Trustee shall be entitled to
conclusively rely on the applicable Master
Servicer's determination that a P&I
Advance is nonrecoverable. The applicable
Master Servicer and the Trustee shall
conclusively rely on and be bound by the
applicable Special Servicer's
determination that a P&I Advance is
nonrecoverable, provided, however, that in
the absence of such determination by the
applicable Special Servicer, the
applicable Master Servicer and the Trustee
will be entitled to make their own
determination that a P&I Advance is
nonrecoverable, and in no event shall a
determination by the applicable Special
Servicer that a previously made or
proposed P&I Advance would be
recoverable be binding on the applicable Master
Servicer or Trustee.
"Nonrecoverable Servicing Advance": The portion of any
Servicing
Advance previously made or proposed to be
made in respect of a Mortgage Loan or
REO Property (including any Servicing
Advance that constitutes a Workout-Delayed
Reimbursement Amount) which, in the
judgment (in accordance with the Servicing
Standard in the case of judgment by the
applicable Master Servicer or the
applicable Special Servicer) of the
applicable Master Servicer, the applicable
Special Servicer or the Trustee, as the
case may be, will not be ultimately
recoverable, together with any accrued and
unpaid interest thereon, from Late
Collections or any other recovery on or in
respect of such Mortgage Loan or REO
Property. The determination by the
applicable Master Servicer, the applicable
Special Servicer or the Trustee, as the
case may be, that it has made (or, in
the case of a determination made by the
applicable Special Servicer, that the
applicable Master Servicer, the applicable
Special Servicer or the Trustee has
made) a Nonrecoverable Servicing Advance or
that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable
Servicing Advance, shall be evidenced
by an Officer's Certificate delivered (i)
to the Trustee and the applicable
Special Servicer, in the case of the
applicable Master Servicer, (ii) to the
applicable Master Servicer and the Trustee
in the case of the applicable Special
Servicer, (iii) to the Depositor, the
applicable Special Servicer and the
applicable Master Servicer, in the case of
the Trustee, and (iv) and in each
case, to the Series 2005-C3 Directing
Certificateholder, to each Junior Loan
Holder or its designee (if any A/B Mortgage
Loan Combination or any related REO
Property is involved) and to any Requesting
Subordinate Certificateholder (at
the expense of such Requesting Subordinate
Certificateholder). The Officer's
Certificate shall set forth such
determination of nonrecoverability and the
considerations of the applicable Master
Servicer, the applicable Special
Servicer or the Trustee, as applicable,
forming the basis of such determination
(which shall include but shall not be
limited to information, to the extent
available, such as related income and
expense statements, rent rolls, occupancy
status and property inspections, and shall
include an Appraisal (provided that
if an Appraisal has been obtained within
the past 12 months, no new Appraisal is
required) of the related Mortgaged
Property, the cost of which Appraisal shall,
subject to Section 3.03(c), be advanced by
the applicable Master Servicer as a
Servicing Advance). In making such
recoverability determination, the applicable
Master Servicer, applicable Special
Servicer or Trustee, as applicable, will be
entitled to consider (among other things)
only the obligations of the Borrower
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
applicable Master Servicer and the
applicable 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 applicable Master Servicer and the
applicable Special Servicer) (among other
things) the timing of recoveries. In
addition, in considering whether a
Servicing Advance is nonrecoverable, the
applicable Master Servicer, the
applicable Special Servicer or the Trustee,
as applicable, will be entitled to
give due regard to the existence of any
outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with
respect to any other Trust Mortgage
Loans or REO Trust Mortgage Loans the
reimbursement of which, at the time of
such consideration, is being deferred or
delayed by the applicable Master
Servicer or the Trustee because there is
insufficient principal available for
such reimbursement, in light of the fact
that proceeds of the Trust Mortgage
Loan or REO Trust Mortgage Loan as to which
a nonrecoverability determination is
being made are a source of reimbursement
not only for the Servicing Advance
under consideration, but also as a
potential source of the reimbursement of the
outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's
Certificate referred to in the second
preceding sentence shall be accompanied by
the Appraisal and all other
supporting documentation relevant to the
subject parties' nonrecoverability
determination. The Trustee will be entitled
to conclusively rely on the
applicable Master Servicer's determination
that a Servicing Advance is
nonrecoverable. The applicable Master
Servicer and the Trustee shall
conclusively rely on and be bound by the
applicable Special Servicer's
determination that a Servicing Advance is a
Nonrecoverable Servicing Advance,
provided, however, that in the absence of
such determination by the applicable
Special Servicer, the applicable Master
Servicer and the Trustee will be
entitled to make their own determination
that a Servicing Advance is a
Nonrecoverable Servicing Advance, and in no
event shall a determination by the
applicable Special Servicer that a
previously made or proposed Servicing Advance
would be recoverable be binding on the
applicable Master Servicer or Trustee.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the
Securities Act. As of the Closing Date, the
Class A-SP, Class A-X, Class A-Y, Class
RCS-IO, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class R, Class
LR and Class V Certificates will constitute
Non-Registered Certificates.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the
indebtedness of a Borrower under a Mortgage
Loan, together with any rider, addendum or
amendment thereto.
"Notional Balance": For any date of determination, the Class
A-X
Notional Amount, the Class A-SP Notional
Amount, the Class A-Y Notional Amount
or the Class RCS-IO Notional Amount, as
applicable.
"NRSRO": Nationally recognized statistical rating organization
as
the term is used in federal securities
laws.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the applicable Master Servicer or the
applicable Special Servicer, or a
Responsible Officer of the Trustee, as the
case may be.
"Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the
applicable Master Servicer or the
applicable Special Servicer, acceptable in
form and delivered to the Trustee,
except that any opinion of counsel relating
to (a) the qualification of either
REMIC Pool as a REMIC or the Grantor Trust
Pool as a Grantor Trust, (b)
compliance with the REMIC Provisions or
Grantor Trust Provisions or (c) the
resignation of the Depositor, the
applicable Master Servicer or the applicable
Special Servicer pursuant to Section 6.04
must be an opinion of counsel that is
Independent of the Depositor, the
applicable Master Servicer or the applicable
Special Servicer, as applicable.
"Optimal Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates, the
sum of the Monthly Interest
Distribution Amount and the Unpaid Interest
Shortfall Amount for such Class for
such Distribution Date.
"Original Certificate Balance": With respect to any Class of
Regular
Certificates (other than the Class A-X,
Class A-SP and Class A-Y Certificates),
the initial aggregate principal amount
thereof as of the Closing Date, in each
case as specified in the Preliminary
Statement hereto.
"Original Column Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original NCB Trust Mortgage Loans": As defined in the
Preliminary
Statement hereto.
"Original NCB, FSB Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original Net Mortgage Rate": With respect to any Trust
Mortgage
Loan, the Net Mortgage Rate in effect for
such Trust Mortgage Loan as of the
Closing Date (or, in the case of any Trust
Mortgage Loan substituted in
replacement of another Trust Mortgage Loan
pursuant to or as contemplated by the
related Mortgage Loan Purchase Agreement,
as of the date of substitution).
"Original PNC Trust Mortgage Loans": As defined in the
Preliminary
Statement hereto.
"Original REMIC I Notional Balance": With respect to the Class
LA-Y
and Class LRCS-IO REMIC I Interest, the
initial notional balance thereof as of
the Closing Date, as specified in the
Preliminary Statement hereto.
"Original REMIC I Principal Amount": With respect to any Class
of
Uncertificated REMIC I Interests, the
principal amount thereof as of the Closing
Date, in each case as specified in the
Preliminary Statement hereto.
"Original Trust Mortgage Loans": As defined in the Preliminary
Statement to this Agreement.
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection
with the origination of the related
Trust Mortgage Loan.
"Origination Required Insurance Amounts": As defined in Section
3.07(h).
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": In the case of any Certificate, any
ownership
or security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Trust Mortgage Loan or REO Trust
Mortgage
Loan, any advance made by the applicable
Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or
Section 7.05.
"Pass-Through Rate": With respect to each Class of Certificates,
the
respective per annum rate listed below:
Class A-1....................... Class A-1 Pass-Through
Rate
Class A-2....................... Class A-2 Pass-Through
Rate
Class A-3....................... Class A-3 Pass-Through
Rate
Class A-AB...................... Class A-AB Pass-Through
Rate
Class A-4....................... Class A-4 Pass-Through
Rate
Class A-1-A..................... Class A-1-A Pass-Through
Rate
Class A-X....................... Class A-X Pass-Through
Rate
Class A-SP...................... Class A-SP Pass-Through
Rate
Class A-M....................... Class A-M Pass-Through
Rate
Class A-Y....................... Class A-Y Pass-Through
Rate
Class A-J....................... Class A-J Pass-Through
Rate
Class RCS-IO.................... Class RCS-IO Pass-Through
Rate
Class B......................... Class B Pass-Through
Rate
Class C......................... Class C Pass-Through
Rate
Class D......................... Class D Pass-Through
Rate
Class E......................... Class E Pass-Through
Rate
Class F......................... Class F Pass-Through
Rate
Class G......................... Class G Pass-Through
Rate
Class H......................... Class H Pass-Through
Rate
Class J......................... Class J Pass-Through
Rate
Class K......................... Class K Pass-Through
Rate
Class L......................... Class L Pass-Through
Rate
Class M......................... Class M Pass-Through
Rate
Class N......................... Class N Pass-Through
Rate
Class O......................... Class O Pass-Through
Rate
Class P......................... Class P Pass-Through
Rate
"Penalty Charges": The Default Interest and/or late payment
charges
that are paid or payable, as the context
may require, in respect of any Mortgage
Loan or REO Mortgage Loan.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions
required to be made with respect to
the related Class. With respect to any
Regular Certificate, the percentage
interest equal to the denomination of such
Certificate divided by the initial
Certificate Balance (or, in the case of the
Class A-X, Class A-Y and Class A-SP
Certificates, the Notional Balance) of such
Class of Certificates as of the
Closing Date. With respect to the Class
RCS-IO, Class V or Residual Certificate,
the percentage interest as set forth on the
face thereof.
"Performing Mortgage Loan": Any Performing Trust Mortgage Loan
or
any B Loan as to which the related Trust
Mortgage Loan is a Performing Trust
Mortgage Loan.
"Performing Party": As defined in Section 3.26(b).
"Performing Trust Mortgage Loan": As of any date of
determination,
any Trust Mortgage Loan as to which no
Servicing Transfer Event then exists as
described in the definition of "Servicing
Transfer Event".
"Permitted Investments": Any one or more of the following
obligations or securities, regardless
whether issued by the Depositor, the
applicable Master Servicer, the applicable
Special Servicer, the Trustee or any
of their respective Affiliates and having
the required ratings, if any, provided
for in this definition:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America, FNMA, FHLMC or any agency or instrumentality of the
United
States of America; provided that such obligations have a
remaining
term to maturity of one year or less from the date of
acquisition
and which are backed by the full faith and credit of the United
States of America; provided, further, that any obligation of,
or
guarantee by, FNMA or FHLMC, other than an unsecured senior
debt
obligation of FNMA or FHLMC, shall be a Permitted Investment only
if
such investment would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate as confirmed in writing;
(ii) time deposits, unsecured certificates of deposit or
bankers' acceptances that mature in one year or less after the
date
of issuance and are issued or held by any depository institution
or
trust company incorporated or organized under the laws of the
United
States of America or any State thereof and subject to
supervision
and examination by federal or state banking authorities, so long
as
the commercial paper or other short-term debt obligations of
such
depository institution or trust company are rated in the
highest
short-term debt rating category of each Rating Agency or such
other
ratings as will not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate, as confirmed in writing by such
Rating
Agency;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations maturing in one year or less from the
date of acquisition bearing interest or sold at a discount issued
by
any corporation incorporated under the laws of the United States
of
America or any state thereof, which securities have (A) ratings
in
the highest long-term unsecured debt rating category of each
Rating
Agency or (B) such other ratings (as confirmed by the
applicable
Rating Agency in writing) as will not result in a downgrade,
qualification or withdrawal of the then-current rating of the
Certificates that are currently being rated by such Rating
Agency;
provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then outstanding principal
amount
of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all
Permitted Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) payable
on
demand or on a specified date maturing in one year or less after
the
date of issuance thereof and which is rated in the highest
short-term unsecured debt rating category of each Rating
Agency;
(vi) units of investment funds that maintain a constant net
asset value and money market funds having the highest rating
from
each Rating Agency for money market funds; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, with respect to which each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then-current rating of the Certificates that are currently
being
rated by such Rating Agency;
provided that such instrument or security
qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code;
and provided further (a) it shall
have a predetermined fixed dollar of
principal due at maturity that cannot vary
or change and (b) any such investment that
provides for a variable rate of
interest must have an interest rate that is
tied to a single interest rate index
plus a fixed spread, if any, and move
proportionately with such index.
"Permitted Mezzanine Loan Holder": With respect to any
Mezzanine
Loan, the related Mortgage Loan Seller, any
Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to
which each Rating Agency has
confirmed in writing to the applicable
Special Servicer and the Trustee that the
holding of such Mezzanine Loan by such
Person would not cause a qualification,
downgrade or withdrawal of any of such
Rating Agency's then-current ratings on
the Certificates.
"Permitted Transferee": Any Transferee of a Class R or Class LR
Certificate other than a Disqualified
Organization, a Non-United States Tax
Person or a foreign permanent establishment
or fixed base (each within the
meaning of the applicable income tax
treaty) of a United States Tax Person;
provided, however, that if a Transferee is
classified as a partnership under the
Code, such Transferee shall only be a
Permitted Transferee if all of its
beneficial owners are United States Tax
Persons and the governing documents of
the Transferee prohibit a transfer of any
interest in the Transferee to any
Non-United States Tax Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Phase I Environmental Assessment": A "Phase I assessment" as
described in and meeting the criteria of
the American Society for Testing and
Materials, Designation E-1527.
"Plan": Any of those retirement plans and other employee
benefit
plans, including individual retirement
accounts and annuities, Keogh plans and
collective investment funds and separate
accounts in which such plans, accounts
or arrangements are invested, including
insurance company general accounts, that
are subject to Title I of ERISA, Section
4975 of the Code or Similar Law.
"Plurality Residual Certificateholder": As to any taxable year
of
(i) REMIC I or (ii) REMIC II, the Holder of
Certificates evidencing the largest
Percentage Interest in the (i) Class LR
Certificates or (ii) Class R
Certificates, respectively.
"PNC": As defined in the Preliminary Statement to this
Agreement.
"PNC Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this
Agreement.
"PNC Trust Mortgage Loan": Any Trust Mortgage Loan that is either
an
Original PNC Trust Mortgage Loan or a
Replacement Trust Mortgage Loan that was
delivered under the PNC Mortgage Loan
Purchase Agreement.
"Prepayment Assumption": With respect to all Trust Mortgage
Loans
other than the ARD Trust Mortgage Loans,
the assumption that all payments
required to be made on such Trust Mortgage
Loans according to their contractual
terms (including repayment in full on their
respective maturity dates) are so
made. With respect to all ARD Trust
Mortgage Loans, the assumption that the ARD
Trust Mortgage Loans will be fully prepaid
on their related Anticipated
Repayment Dates.
"Prepayment Date": With respect to any Principal Prepayment,
the
date on which such Principal Prepayment is
to be made.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Trust Mortgage Loan that was
subject to Principal Prepayment in full or
in part, or as to which Insurance and
Condemnation Proceeds were received by the
applicable Master Servicer or Special
Servicer for application to such Trust
Mortgage Loan, in each case after the Due
Date in the month of such Distribution
Date and on or prior to the related
Determination Date, the amount of interest
accrued at the related Net Mortgage Rate
for such Trust Mortgage Loan, on the
amount of such Principal Prepayment or,
insofar as they represent an early
collection of principal, such Insurance and
Condemnation Proceeds (net of any
portion of such interest that represents
Penalty Charges or Excess Interest)
after the end of the Mortgage Interest
Accrual Period relating to such Due Date
and accruing in the manner set forth in the
Mortgage Loan Documents relating to
such Trust Mortgage Loan, to the extent
such interest is collected by the
applicable Master Servicer or the
applicable Special Servicer.
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Trust Mortgage Loan that was
subject to a Principal Prepayment in
full or in part, or as to which Insurance
and Condemnation Proceeds were
received by the applicable Master Servicer
or Special Servicer for application
to such Trust Mortgage Loan, in each case
after the Determination Date in the
calendar month preceding such Distribution
Date but prior to the Due Date in the
related Collection Period to the extent not
collected from the borrower, the
amount of uncollected interest that would
have accrued at the Net Mortgage Rate
for such Trust Mortgage Loan, plus the
Trustee Fee Rate, on the amount of such
Principal Prepayment or, insofar as they
represent an early collection of
principal, such Insurance and Condemnation
Proceeds (net of any portion of such
interest that represents Penalty Charges or
Excess Interest) during the period
commencing on the date as of which such
Principal Prepayment or Insurance and
Condemnation Proceeds were applied to the
unpaid principal balance of the Trust
Mortgage Loan and ending on (and including)
the day immediately preceding such
Due Date.
"Primary Servicer": Any Person with which the applicable Master
Servicer or the applicable Special Servicer
has entered into a Primary Servicing
Agreement.
"Primary Servicing Agreement": The primary servicing agreements
between the applicable Master Servicer or
the applicable Special Servicer, as
the case may be, and any Primary Servicer
relating to servicing and
administration of Mortgage Loans by such
Primary Servicer as provided in Section
3.22.
"Primary Servicing Fee": Any primary servicing fee payable to
the
Primary Servicer pursuant to the Primary
Servicing Agreement.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such
"prime rate" may change from time to
time. If The Wall Street Journal ceases to
publish the "prime rate", then the
Trustee, in its sole discretion, shall
select an equivalent publication that
publishes such "prime rate"; and if such
"prime rate" is no longer generally
published or is limited, regulated or
administered by a governmental or
quasi-governmental body, then the Trustee
shall select a comparable interest
rate index. In either case, such selection
shall be made by the Trustee in its
sole discretion and the Trustee shall
notify the applicable Master Servicer and
the applicable Special Servicer in writing
of its selection.
"Principal Balance Certificate": Any of the Class A-1, Class
A-2,
Class A-3, Class A-AB, Class A-4, Class
A-1-A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P
Certificates.
"Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is
received in advance of its scheduled Due
Date and that is not accompanied by an
amount of interest (without regard to any
Static Prepayment Premium, Yield
Maintenance Charge and/or Excess Interest that
may have been collected) representing
scheduled interest due on any date or
dates in any month or months subsequent to
the month of prepayment; provided
that "Principal Prepayment" shall not
include any such payment of principal made
out of Insurance and Condemnation Proceeds
or Liquidation Proceeds.
"Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan
Seller, the Series 2005-C3 Directing
Certificateholder, each B Loan Holder, a
Rating Agency, a designee of the
Depositor, a Certificateholder, a
Certificate Owner or, to the extent identified
as such by a Certificateholder or a
Certificate Owner, a prospective purchaser
(or licensed or registered investment
advisor acting on their behalf) of a
Certificate or any interest therein upon
receipt from such Certificate Owner or
prospective purchaser of an investor
certification (which may be in electronic
form), the form of which is attached hereto
as Exhibit S-1 or Exhibit S-2, as
applicable, or any other Person designated
by the Depositor.
"Projected Debt Service Coverage Ratio": With respect to any
Co-op
Loan, as of any date of determination, the
Projected Net Cash Flow for the
related Mortgaged Property on an annualized
basis, divided by the annualized
Monthly Payments for such Co-op Loan.
"Projected Net Cash Flow": With respect to any Mortgaged
Property
that is a residential cooperative property,
projected net operating income at
such Mortgaged Property, as set forth in
the Appraisal obtained with respect to
such Mortgaged Property in connection with
the origination of the related Co-op
Loan (or an updated Appraisal, if required
hereunder), assuming such Mortgaged
Property was operated as a rental property
with rents set at prevailing market
rates taking into account the presence of
existing rent controlled or rent
stabilized occupants, reduced by
underwritten capital expenditures, property
operating expenses, a market-rate vacancy
assumption and projected reserves.
"Proposed Plan": As defined in Section 3.17(a).
"Prospectus": The Base Prospectus and the Prospectus
Supplement,
together.
"Prospectus Supplement": That certain prospectus supplement
dated
June 22, 2005, relating to the Registered
Certificates, that is a supplement to
the Base Prospectus.
"PTCE": Prohibited Transaction Class Exemption.
"PTE": Prohibited Transaction Exemption.
"Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller
pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage
Loan, by the Column Performance Guarantor,
(b) the Series 2005-C3 Directing
Certificateholder pursuant to Section
3.18(b), the applicable Special Servicer
pursuant to or as contemplated by Section
3.18(c), or an assignee or Affiliate
of either thereof, in any case, pending
determination of Fair Value, (c) the
related B Loan Holder with respect to any
A/B Mortgage Loan Combination pursuant
to the related Intercreditor Agreement, or
(d) by the holders of more than 50%
of the Percentage Interests in the
Controlling Class, the applicable Special
Servicer or the applicable Master Servicer
pursuant to Section 9.01, a price
equal to the sum of the following:
(i) the outstanding principal balance of such Trust Mortgage
Loan as of the date of purchase;
(ii) all accrued and unpaid interest on such Trust Mortgage
Loan (exclusive of Default Interest and Excess Interest, if any)
to
but not
including the Due Date in the Collection Period of purchase
(which includes unpaid Master Servicing Fees) and all related
Special Servicing Fees accrued and unpaid with respect to such
Trust
Mortgage Loan;
(iii) all related unreimbursed Servicing Advances (or such
Advances reimbursed by the Trust Fund out of general collections
on
the Mortgage Pool) plus accrued and unpaid interest on related
Advances at the Reimbursement Rate;
(iv) if such Trust Mortgage Loan is being repurchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage
Loan Purchase Agreement or, in the case of a Column Trust
Mortgage
Loan, by the Column Performance Guarantor, in either case,
following
the expiration of the applicable cure period (as it may be
extended), the amount of the Liquidation Fee payable to the
applicable Special Servicer;
(v) if such Trust Mortgage Loan is being repurchased by the
related B Loan Holder pursuant to the related A/B Intercreditor
Agreement, the amount of the Liquidation Fee payable to the
applicable Special Servicer, if such purchase occurs after 90
days
of the related Trust Mortgage Loan becoming a Specially
Serviced
Trust Mortgage Loan; and
(vi) if such Trust Mortgage Loan is being purchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage
Loan Purchase Agreement or, in the case of a Column Trust
Mortgage
Loan, by the Column Performance Guarantor, all reasonable
out-of-pocket expenses reasonably incurred or to be incurred by
the
applicable Master Servicer, the applicable Special Servicer,
the
Depositor and the Trustee in respect of the Breach or Defect
giving
rise to the repurchase obligation, including any expenses
arising
out of the enforcement of the repurchase obligation and,
without
duplication of any amounts described above in this definition,
any
Trust Fund expenses incurred prior to such purchase date with
respect to such Trust Mortgage Loan.
With respect to any Defaulted Trust
Mortgage Loan to be purchased by the Series
2005-C3 Directing Certificateholder (or any
assignee thereof) or the applicable
Special Servicer (or any Affiliate thereof)
pursuant to Section 3.18(b) or
3.18(c) following determination of Fair
Value, the Purchase Price will equal the
Fair Value of such Defaulted Trust Mortgage
Loan. With respect to any REO
Property to be sold pursuant to Section
3.18(e), the Purchase Price will equal
the amount calculated in accordance with
the second preceding sentence in
respect of the related REO Trust Mortgage
Loan (or, if such REO Property relates
to any Mortgage Loan Combination, in
respect of all of the related REO Mortgage
Loans and treating the B Loans as if they
were Trust Mortgage Loans).
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an
Independent MAI-designated appraiser with
at least five years of experience in
respect of the relevant geographic location
and property type.
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A
under the Securities Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an
insurance company or security or bonding
company qualified to write the related
Insurance Policy in the relevant
jurisdiction and that has a claims paying
ability that is rated (or is
guaranteed or backed in writing by an
entity with long-term unsecured debt that
is rated) at least "A-" by S&P and "A3"
by Moody's (if then rated by Moody's),
(ii) with respect to the fidelity bond and
errors and omissions Insurance Policy
required to be maintained pursuant to
Section 3.07(c), an insurance company that
has a claims paying ability that is rated
(or is guaranteed or backed by an
entity with long-term unsecured debt that
is rated) no lower than two ratings
below the rating assigned to the then
highest rated outstanding Certificate, but
in no event lower than "A3" by Moody's (if
then rated by Moody's) and "A-" by
S&P or, in the case of clauses (i) and
(ii), such other rating as each Rating
Agency shall have confirmed in writing will
not cause such Rating Agency to
downgrade, qualify or withdraw the
then-current rating assigned to any of the
Certificates that are then currently being
rated by such Rating Agency.
"Qualified Mortgage": A qualified mortgage within the meaning
of
Section 860G(a)(3) of the Code.
"Qualified Substitute Trust Mortgage Loan": A mortgage loan
which
must, on the date of substitution: (i) have
an outstanding principal balance,
after application of all scheduled payments
of principal and interest due during
or prior to the month of substitution, not
in excess of the Stated Principal
Balance of the Deleted Trust Mortgage Loan
as of the Due Date in the calendar
month during which the substitution occurs;
(ii) have a Mortgage Rate not less
than the Mortgage Rate of the Deleted Trust
Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage
Loan; (iv) accrue interest on the same
basis as the Deleted Trust Mortgage Loan
(for example, on the basis of a 360-day
year and the actual number of days
elapsed); (v) have a remaining term to stated
maturity not greater than, and not more
than two years less than, the remaining
term to stated maturity of the Deleted
Trust Mortgage Loan; (vi) have an
original Loan-to-Value Ratio not higher
than that of the Deleted Trust Mortgage
Loan and a current Loan-to-Value Ratio not
higher than the then current
Loan-to-Value Ratio of the Deleted Trust
Mortgage Loan; (vii) materially comply
as of the date of substitution with all of
the representations and warranties
set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an
Environmental Assessment that indicates no
material adverse environmental
conditions with respect to the related
Mortgaged Property and which will be
delivered as a part of the related
Servicing File; (ix) have an original Debt
Service Coverage Ratio of not less than the
original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a
current Debt Service Coverage Ratio of
not less than the then-current Debt Service
Coverage Ratio of the Deleted Trust
Mortgage Loan (provided that, with respect
to Co-op Loans and any related
replacement Trust Mortgage Loans, such Debt
Service Coverage Ratio shall mean
Projected Debt Service Coverage Ratio); (x)
be determined by an Opinion of
Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified
replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two
years prior to the Rated Final
Distribution Date; (xii) not be substituted
for a Deleted Trust Mortgage Loan
unless the Trustee has received prior
confirmation in writing by each Rating
Agency that such substitution will not
result in the withdrawal, downgrade, or
qualification of the rating assigned by
such Rating Agency to any Class of
Certificates then rated by such Rating
Agency (the cost, if any, of obtaining
such confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii)
have been approved by the Series 2005-C3
Directing Certificateholder in its sole
discretion; (xiv) prohibit defeasance
within two years after the Closing Date;
(xv) not be substituted for a Deleted Trust
Mortgage Loan if it would result in
the termination of the REMIC status of
either REMIC Pool or the imposition of
tax on any of such REMIC Pool other than a
tax on income expressly permitted or
contemplated to be received by the terms of
this Agreement, as determined by an
Opinion of Counsel and (xvi) be secured by
a residential cooperative property if
it is replacing a Co-op Loan. In the event
that one or more mortgage loans are
substituted for one or more Deleted Trust
Mortgage Loans, then the amounts
described in clause (i) shall be determined
on the basis of aggregate principal
balances and the rates described in clause
(ii) above and the remaining term to
stated maturity referred to in clause (v)
above shall be determined on a
weighted average basis; provided that no
interest rate on any individual
Qualified Substitute Trust Mortgage Loan,
less the related Master Servicing Fee
Rate and the Trustee Fee Rate may be less
than the lowest fixed Pass-Through
Rate on any Class of Principal Balance
Certificates. When a Qualified Substitute
Trust Mortgage Loan is substituted for a
Deleted Trust Mortgage Loan, the
applicable Mortgage Loan Seller shall
certify that such Trust Mortgage Loan
meets all of the requirements of the above
definition and shall send such
certification to the Trustee.
"Rated Certificate": Any of the Certificates to which a rating
has
been assigned by either Rating Agency at
the request of the Depositor.
"Rated Final Distribution Date": With respect to the Class A-1,
Class A-2, Class A-3, Class A-X, Class
A-SP, Class A-Y, Class A-AB, Class A-4,
Class A-1-A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F,
Class G and Class H Certificates, the
Distribution Date in July 2037, and with
respect to the Class J, Class K, Class L,
Class M, Class N, Class O and Class P
Certificates, the Distribution Date in July
2047.
"Rating Agency": Each of S&P and Moody's.
"RCS-IO Strip Rate": A rate equal to 1.200% per annum.
"Realized Loss": With respect to:
(1) each defaulted Trust Mortgage Loan as to which a Final
Recovery
Determination has been made, or with respect to any successor REO
Trust
Mortgage
Loan as to which a Final Recovery Determination has been made
as
to the
related REO Property, an amount (not less than zero) equal to
(a)
the unpaid
principal balance of such Trust Mortgage Loan or REO Trust
Mortgage
Loan, as the case may be, as of the commencement of the
Collection
Period in which the Final Recovery Determination was made, plus
(b)
without taking into account the amount described in subclause
(1)(d)
of this
definition, all unpaid interest accrued in respect of such
Trust
Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, to but not
including
the related Due Date in the Collection Period in which the
Final
Recovery
Determination was made, exclusive, however, of any portion of
such
unpaid interest that constitutes Default Interest or, in the case
of
an ARD
Trust Mortgage Loan after its Anticipated Repayment Date,
Excess
Interest,
plus (c) without duplication of amounts described in subclauses
(1)(a) and
(b) above, any unreimbursed P&I Advances and Servicing
Advances,
and interest thereon, minus (d) all payments and proceeds, if
any,
received in respect of such Trust Mortgage Loan or REO Trust
Mortgage
Loan, as
the case may be, during the Collection Period in which such
Final
Recovery
Determination was made that are applied as a recovery of
principal
of, or interest on, such Trust Mortgage Loan or REO Trust
Mortgage Loan, as the
case may be;
(2) each defaulted Trust Mortgage Loan as to which any portion
of
the
principal or past due interest payable thereunder was canceled
in
connection
with a bankruptcy, insolvency or similar proceeding involving
the
related Borrower or a modification, waiver or amendment of such
Trust
Mortgage
Loan granted or agreed to by the applicable Master Servicer or
the
applicable Special Servicer pursuant to Section 3.20, the amount
of
such principal or past due
interest (other than any Default Interest and,
in the
case of an ARD Trust Mortgage Loan after its Anticipated
Repayment
Date,
Excess Interest) so canceled; and
(3) each defaulted Trust Mortgage Loan as to which the Mortgage
Rate
thereon
has been permanently reduced and not recaptured for any period
in
connection
with a bankruptcy, insolvency or similar proceeding involving
the
related Borrower or a modification, waiver or amendment of such
Trust
Mortgage
Loan granted or agreed to by the applicable Master Servicer or
the
applicable Special Servicer pursuant to Section 3.20, the amount
of
any
consequent reduction in the interest portion of each successive
Monthly
Payment due thereon (each such Realized Loss to be deemed to
have
been
incurred on the Due Date for each affected Monthly Payment).
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately
preceding the month in which such
Distribution Date occurs.
"Reference Rate": With respect to any Distribution Date from
and
including the July 2005 Distribution Date
to and including the June 2012
Distribution Date, the corresponding rate
per annum set forth on Exhibit L
hereto.
"Registered Certificate": Any Certificate that has been subject
to
registration under the Securities Act. As
of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1-A, Class A-M, Class A-J,
Class B, Class C and Class D Certificates
constitute Registered Certificates.
