Exhibit 4.1
WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC.
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer
and
CLARION PARTNERS, LLC
Special Servicer
and
WELLS FARGO BANK, N.A. Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
$1,614,545,341
Commercial Mortgage Pass-Through
Certificates
Series 2005-C19
TABLE OF CONTENTS
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Page
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ARTICLE I.
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DEFINITIONS
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5
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Section 1.01.
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Defined Terms
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5
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ARTICLE II.
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CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF
CERTIFICATES
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81
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Section 2.01.
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Conveyance of Mortgage Loans
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81
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Section 2.02.
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Acceptance of the Trust Fund by
Trustee
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83
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Section 2.03.
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Mortgage Loan Seller’s Repurchase or
Substitution of Mortgage Loans for Document Defects and Breaches of
Representations and Warranties
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86
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Section 2.04.
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Representations and Warranties of
Depositor
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90
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Section 2.05.
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Conveyance of Mortgage Loans; Acceptance of
REMIC I and Grantor Trusts by Trustee
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91
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Section 2.06.
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Issuance of the REMIC I Regular Interests;
Execution, Authentication and Delivery of Class R-I
Certificates
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92
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Section 2.07.
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Execution, Authentication and Delivery of Class
A-FL Certificates
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92
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Section 2.08.
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Conveyance of REMIC I Regular Interests;
Acceptance of REMIC II by Trustee
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92
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Section 2.09.
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Execution, Authentication and Delivery of REMIC
II Certificates
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92
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Section 2.10.
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Execution, Authentication and Delivery of Class
Z Certificates
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93
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ARTICLE III.
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ADMINISTRATION AND SERVICING OF
THE TRUST FUND
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93
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Section 3.01.
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Administration of the Mortgage Loans
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93
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Section 3.02.
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Collection of Mortgage Loan Payments
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95
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Section 3.03.
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Collection of Taxes, Assessments and Similar
Items; Servicing Accounts; Reserve Accounts
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97
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Section 3.04.
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Certificate Account, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest Account,
Distribution Account, Companion Distribution Account and Floating
Rate Account
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101
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Section 3.05.
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Permitted Withdrawals from the Certificate
Account, Interest Reserve Account, Additional Interest Account,
Gain-on-Sale Reserve Account and Companion Distribution Account and
Floating Rate Account
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105
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- i -
TABLE OF CONTENTS
(continued)
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Page
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Section 3.06.
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Investment of Funds in Servicing Accounts,
Reserve Accounts, Floating Rate Account, Certificate Account,
Interest Reserve Account, Distribution Account, Companion
Distribution Account, Additional Interest Account, Gain on Sale
Reserve Account and REO Account
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113
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Section 3.07.
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Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage
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115
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Section 3.08.
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Enforcement of Alienation Clauses
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118
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Section 3.09.
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Realization Upon Defaulted Mortgage Loans;
Required Appraisals
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121
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Section 3.10.
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Trustee and Custodian to Cooperate; Release of
Mortgage Files
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125
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Section 3.11.
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Servicing Compensation
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126
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Section 3.12.
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Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports
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131
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Section 3.13.
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Annual Statement as to Compliance
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134
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Section 3.14.
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Reports by Independent Public
Accountants
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134
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Section 3.15.
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Access to Certain Information
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135
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Section 3.16.
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Title to REO Property; REO Account
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138
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Section 3.17.
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Management of REO Property
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140
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Section 3.18.
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Resolution of Defaulted Mortgage Loans and REO
Properties
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143
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Section 3.19.
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Additional Obligations of Master Servicer and
Special Servicer
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148
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Section 3.20.
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Modifications, Waivers, Amendments and
Consents
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148
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Section 3.21.
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Transfer of Servicing Between Master Servicer
and Special Servicer; Record Keeping
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155
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Section 3.22.
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Sub-Servicing Agreements
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159
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Section 3.23.
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Representations and Warranties of Master
Servicer and Special Servicer
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161
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Section 3.24.
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Sub-Servicing Agreement Representation and
Warranty
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164
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Section 3.25.
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Designation of Controlling Class
Representative
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164
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Section 3.26.
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Companion Paying Agent
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166
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Section 3.27.
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Companion Register
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167
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Section 3.28.
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Swap Contract
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168
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- ii -
TABLE OF CONTENTS
(continued)
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Page
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ARTICLE IV.
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DISTRIBUTIONS TO CERTIFICATEHOLDERS
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170
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Section 4.01.
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Distributions
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170
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Section 4.02.
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Statements to Certificateholders; CMSA Loan
Periodic Update File
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188
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Section 4.03.
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P&I Advances
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194
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Section 4.04.
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Allocation of Realized Losses and Additional
Trust Fund Expenses; Allocation of Certificate Deferred Interest;
Allocation of Appraisal Reduction Amounts
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197
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Section 4.05.
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Calculations
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201
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Section 4.06.
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Use of Agents
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201
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ARTICLE V.
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THE CERTIFICATES
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202
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Section 5.01.
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The Certificates
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202
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Section 5.02.
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Registration of Transfer and Exchange of
Certificates
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202
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Section 5.03.
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Book-Entry Certificates
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208
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Section 5.04.
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Mutilated, Destroyed, Lost or Stolen
Certificates
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209
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Section 5.05.
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Persons Deemed Owners
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209
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ARTICLE VI.
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THE DEPOSITOR, THE MASTER
SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING CLASS
REPRESENTATIVE
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210
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Section 6.01.
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Liability of Depositor, Master Servicer and
Special Servicer
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210
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Section 6.02.
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Merger, Consolidation or Conversion of Depositor
or Master Servicer or Special Servicer
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210
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Section 6.03.
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Limitation on Liability of Depositor, Master
Servicer and Special Servicer
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210
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Section 6.04.
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Resignation of Master Servicer and the Special
Servicer
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211
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Section 6.05.
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Rights of Depositor and Trustee in Respect of
Master Servicer and the Special Servicer
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212
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Section 6.06.
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Depositor, Master Servicer and Special Servicer
to Cooperate with Trustee
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213
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Section 6.07.
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Depositor, Special Servicer, Trustee and the
Paying Agent to Cooperate with Master Servicer
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213
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Section 6.08.
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Depositor, Master Servicer and Trustee to
Cooperate with Special Servicer
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213
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- iii -
TABLE OF CONTENTS
(continued)
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Page
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Section 6.09.
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Designation of Special Servicer by the
Controlling Class and Controlling Holders
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213
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Section 6.10.
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Master Servicer or Special Servicer as Owner of
a Certificate
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214
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Section 6.11.
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The Controlling Class Representative
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215
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ARTICLE VII.
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DEFAULT
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218
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Section 7.01.
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Events of Default
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218
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Section 7.02.
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Trustee to Act; Appointment of
Successor
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223
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Section 7.03.
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Notification to Certificateholders
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224
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Section 7.04.
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Waiver of Events of Default
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224
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Section 7.05.
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Additional Remedies of Trustee Upon Event of
Default
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225
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ARTICLE VIII.
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CONCERNING THE TRUSTEE
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225
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Section 8.01.
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Duties of Trustee
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225
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Section 8.02.
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Certain Matters Affecting Trustee
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226
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Section 8.03.
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Trustee Not Liable for Validity or Sufficiency
of Certificates or Mortgage Loans
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228
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Section 8.04.
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Trustee May Own Certificates
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228
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Section 8.05.
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Fees and Expenses of Trustee; Indemnification of
Trustee
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228
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Section 8.06.
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Eligibility Requirements for Trustee
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229
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Section 8.07.
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Resignation and Removal of Trustee
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230
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Section 8.08.
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Successor Trustee
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231
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Section 8.09.
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Merger or Consolidation of Trustee
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231
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Section 8.10.
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Appointment of Co-Trustee or Separate
Trustee
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232
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Section 8.11.
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Appointment of Custodians
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233
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Section 8.12.
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Appointment of Authenticating Agents
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233
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Section 8.13.
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Access to Certain Information
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234
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Section 8.14.
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Appointment of REMIC Administrators
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235
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Section 8.15.
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Representations, Warranties and Covenants of
Trustee
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236
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Section 8.16.
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Appointment of the Paying Agent
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237
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Section 8.17.
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Reports to the Securities and Exchange
Commission; Available Information
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238
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- iv -
TABLE OF CONTENTS
(continued)
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Page
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Section 8.18.
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Maintenance of Mortgage File
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241
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ARTICLE IX.
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TERMINATION
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241
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Section 9.01.
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Termination Upon Repurchase or Liquidation of
All Mortgage Loans
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241
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Section 9.02.
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Additional Termination Requirements
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245
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ARTICLE X.
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ADDITIONAL TAX PROVISIONS
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246
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Section 10.01.
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REMIC Administration
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246
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Section 10.02.
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Administration of the Grantor Trusts
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250
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ARTICLE XI.
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MISCELLANEOUS PROVISIONS
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252
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Section 11.01.
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Amendment
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252
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Section 11.02.
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Recordation of Agreement;
Counterparts
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254
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Section 11.03.
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Limitation on Rights of
Certificateholders
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255
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Section 11.04.
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Governing Law
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255
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Section 11.05.
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Notices
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256
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Section 11.06.
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Severability of Provisions
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256
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Section 11.07.
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Grant of a Security Interest
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257
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Section 11.08.
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Streit Act
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257
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Section 11.09.
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Successors and Assigns; Beneficiaries
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257
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Section 11.10.
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Article and Section Headings
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257
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Section 11.11.
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Notices to Rating Agencies
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257
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Section 11.12.
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Complete Agreement
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259
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- v -
EXHIBITS
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Exhibit Description
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Exhibit No.
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Section Reference
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Form of Class A-1 Certificate
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A-1
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Section 1.01 Definition of
“Class A-1 Certificate”
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Form of Class A-2 Certificate
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A-2
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Section 1.01 Definition of
“Class A-2 Certificate”
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Form of Class A-3 Certificate
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A-3
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Section 1.01 Definition of
“Class A-3 Certificate”
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Form of Class A-4 Certificate
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A-4
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Section 1.01 Definition of
“Class A-4 Certificate”
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Form of Class A-5 Certificate
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A-5
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Section 1.01 Definition of
“Class A-5 Certificate”
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Form of Class A-PB Certificate
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A-6
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Section 1.01 Definition of
“Class A-PB Certificate”
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Form of Class A-6 Certificate
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A-7
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Section 1.01 Definition of
“Class A-6 Certificate”
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Form of Class A-1A Certificate
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A-8
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Section 1.01 Definition of
“Class A-1A Certificate”
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Form of Class X-C Certificate
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A-9
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Section 1.01 Definition of
“Class X-C Certificate”
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Form of Class X-P Certificate
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A-10
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Section 1.01 Definition of
“Class X-P Certificate”
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Form of Class A-FL Certificate
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A-11
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Section 1.01 Definition of
“Class A-FL Certificate”
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Form of Class A-M Certificate
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A-12
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Section 1.01 Definition of
“Class A-M Certificate”
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Form of Class A-J Certificate
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A-13
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Section 1.01 Definition of
“Class A-J Certificate”
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Form of Class B Certificate
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A-14
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Section 1.01 Definition of
“Class B Certificate”
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Form of Class C Certificate
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Section 1.01 Definition of
“Class C Certificate”
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- vi -
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Exhibit Description
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Exhibit No.
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Section Reference
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Form of Class D Certificate
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A-16
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Section 1.01 Definition of
“Class D Certificate”
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Form of Class E Certificate
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A-17
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Section 1.01 Definition of
“Class E Certificate”
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Form of Class F Certificate
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A-18
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Section 1.01 Definition of
“Class F Certificate”
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Form of Class G Certificate
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A-19
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Section 1.01 Definition of
“Class G Certificate”
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Form of Class H Certificate
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A-20
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Section 1.01 Definition of
“Class H Certificate”
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Form of Class J Certificate
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A-21
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Section 1.01 Definition of
“Class J Certificate”
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Form of Class K Certificate
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A-22
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Section 1.01 Definition of
“Class K Certificate”
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Form of Class L Certificate
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A-23
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Section 1.01 Definition of
“Class L Certificate”
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Form of Class M Certificate
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A-24
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Section 1.01 Definition of
“Class M Certificate”
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Form of Class N Certificate
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A-25
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Section 1.01 Definition of
“Class N Certificate”
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Form of Class O Certificate
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A-26
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Section 1.01 Definition of
“Class O Certificate”
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Form of Class P Certificate
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A-27
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Section 1.01 Definition of
“Class P Certificate”
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Form of Class R-I Certificate
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A-28
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Section 1.01 Definition of
“Class R-I Certificate”
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Form of Class R-II Certificate
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A-29
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Section 1.01 Definition of
“Class R-II Certificate”
|
|
|
|
|
|
|
|
Form of Class Z Certificate
|
|
A-30
|
|
Section 1.01 Definition of
“Class Z Certificate”
|
- vii -
|
Exhibit Description
|
|
Exhibit No.
|
|
Section Reference
|
|
|
|
|
|
|
|
Mortgage Loan Schedule
|
|
B
|
|
Section 1.01 Definition of
“Mortgage Loan Schedule”
|
|
|
|
|
|
|
|
Schedule of Exceptions to Mortgage File
Delivery
|
|
C-1
|
|
Section 2.02(a)
|
|
|
|
|
|
|
|
Form of Custodial Certification
|
|
C-2
|
|
Section 2.02(b)
|
|
|
|
|
|
|
|
Form of Master Servicer Request for
Release
|
|
D-1
|
|
Section 1.01 Definition of
“Request for Release”; Section 2.03(b); Section
3.10(a); and Section 3.10(b)
|
|
|
|
|
|
|
|
Form of Special Servicer Request for
Release
|
|
D-2
|
|
Section 1.01 Definition of
“Request for Release”; Section 3.10(b)
|
|
|
|
|
|
|
|
Calculation of NOI/Debt Service Coverage
Ratios
|
|
E
|
|
Section 1.01 Definition of
“Net Operating Income”
|
|
|
|
|
|
|
|
Reserved.
|
|
F
|
|
|
|
|
|
|
|
|
|
Form of Transferor Certificate
|
|
G-1
|
|
Section 5.02(b)
|
|
|
|
|
|
|
|
Form of Transferee Certificate for
QIBs
|
|
G-2
|
|
Section 5.02(b)
|
|
|
|
|
|
|
|
Form of Transferee Certificate for
Non-QIBs
|
|
G-3
|
|
Section 5.02(b)
|
|
|
|
|
|
|
|
Form of Transferee Certificate
|
|
H
|
|
Section 5.02(c)
|
|
|
|
|
|
|
|
Form of Transfer Affidavit and
Agreement Pursuant to Section 5.02(d)(i)(B)
|
|
I-1
|
|
Section 5.02(d)(i)(B)
|
|
|
|
|
|
|
|
Form of Transferor Certificate
Pursuant to Section 5.02(d)(i)(D)
|
|
I-2
|
|
Section 5.02(d)(i)(D)
|
|
|
|
|
|
|
|
Form of Notice and
Acknowledgment
|
|
J-1
|
|
Section 6.09
|
|
|
|
|
|
|
|
Form of Acknowledgment of
Proposed Special Servicer
|
|
J-2
|
|
Section 6.09
|
- viii -
|
Exhibit Description
|
|
Exhibit No.
|
|
Section Reference
|
|
|
|
|
|
|
|
Form of Certificateholder
Confirmation Certificate Request by Beneficial Holder
|
|
K-1
|
|
Section 3.15(a)
|
|
|
|
|
|
|
|
Form of Prospective Purchaser
Certificate
|
|
K-2
|
|
Section 3.15(a)
|
|
|
|
|
|
|
|
Initial Companion Holders
|
|
L
|
|
Section 3.27
|
|
|
|
|
|
|
|
Class X-P Reference Rate
|
|
M
|
|
Section 1.01 Definition of
“Class X-P Reference Rate”
|
|
|
|
|
|
|
|
Form of Purchase Option Notice
|
|
N
|
|
Section 3.18(e)
|
|
|
|
|
|
|
|
Form of Defeasance Certificate
|
|
O
|
|
Section 3.20(h)
|
|
|
|
|
|
|
|
Form of Depositor Certification
|
|
P
|
|
Section 8.17(b)
|
|
|
|
|
|
|
|
Form of Trustee Certification
|
|
Q
|
|
Section 8.17(c)
|
|
|
|
|
|
|
|
Form of Master Servicer
Certification
|
|
R
|
|
Section 8.17(c)
|
|
|
|
|
|
|
|
Form of Special Servicer
Certification
|
|
S
|
|
Section 8.17(c)
|
|
|
|
|
|
|
|
Class A-PB Planned Principal Balance
Table
|
|
T
|
|
Section 1.01 Definition of
“Class A-PB Planned Principal Amount”
|
POOLING AND SERVICING
AGREEMENT
This
Pooling and Servicing Agreement (this “ Agreement
”) is dated and effective as of June 1, 2005, among WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK,
NATIONAL ASSOCIATION, as Master Servicer, CLARION PARTNERS, LLC, as
Special Servicer and WELLS FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
The
Depositor intends to sell mortgage pass-through certificates
(collectively, the “ Certificates ”), to be
issued hereunder in multiple classes (each, a “ Class
”), which in the aggregate will evidence the entire
beneficial ownership interest in a trust fund (the “ Trust
Fund ”) to be created hereunder, the primary assets of
which will be the Mortgage Loans.
REMIC I
As
provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Mortgage Loans (exclusive
of that portion of the interest payments thereon that constitutes
Additional Interest) and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “ REMIC
I. ” The Class R-I Certificates will represent the
sole class of “ residual interests ” in REMIC I
for purposes of the REMIC Provisions under federal income tax
law. For federal income tax purposes, the interests defined
in the table below the heading “ REMIC II ” as
“Corresponding REMIC I Regular Interests” are the
“ regular interests ” in REMIC I.
REMIC II
As
provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the REMIC I Regular Interests
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “ REMIC II.
” The Class R-II Certificates will evidence the sole
class of “ residual interests ” in REMIC II for
purposes of the REMIC Provisions under federal income tax
law. For federal income tax purposes, each Class of the
Regular Certificates (other than the Class X Certificates) and the
Class A-FL Regular Interest will be designated as a separate
“ regular interest ” in REMIC II for purposes of
the REMIC Provisions under federal income tax law. Each of
the “Corresponding Components of Class X Certificates”
is a “ regular interest ” in REMIC II; provided
that each Corresponding Component of a Class X-C Certificate
represents a “regular interest” with a pass-through
rate unreduced by any Class X-C Pass-Through Rate Reduction
Percentage.
The
following table sets forth the Class or Component designation, the
original REMIC I Principal Balance for each corresponding REMIC I
Regular Interest (the “ Corresponding REMIC I Regular
Interest ”), the Corresponding Components of the Class X
Certificates (the “ Corresponding Components ”)
and the Original Class Principal Balance for each Class of
Sequential Pay Certificates (the “ Corresponding
Certificates ”).
|
Corresponding
Certificates
|
|
Original Class
Principal Balance
|
|
Corresponding
REMIC I
Regular
Interests (1)
|
|
Original REMIC
I Principal
Balance
|
|
REMIC I
Pass-Through
Rate
|
|
Corresponding
Components of
Class X Certificates
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A-1
|
|
$
|
33,891,000
|
|
|
LA-1-1
|
|
$
|
2,083,000
|
|
|
(2)
|
|
|
X-A-1-1
|
|
|
|
|
|
|
|
|
LA-1-2
|
|
$
|
2,762,000
|
|
|
|
|
|
X-A-1-2
|
|
|
|
|
|
|
|
|
LA-1-3
|
|
$
|
27,140,000
|
|
|
|
|
|
X-A-1-3
|
|
|
|
|
|
|
|
|
LA-1-4
|
|
$
|
1,906,000
|
|
|
|
|
|
X-A-1-4
|
|
|
Class A-2
|
|
$
|
223,570,000
|
|
|
LA-2-1
|
|
$
|
29,497,000
|
|
|
(2)
|
|
|
X-A-2-1
|
|
|
|
|
|
|
|
|
LA-2-2
|
|
$
|
30,377,000
|
|
|
|
|
|
X-A-2-2
|
|
|
|
|
|
|
|
|
LA-2-3
|
|
$
|
29,609,000
|
|
|
|
|
|
X-A-2-3
|
|
|
|
|
|
|
|
|
LA-2-4
|
|
$
|
29,179,000
|
|
|
|
|
|
X-A-2-4
|
|
|
|
|
|
|
|
|
LA-2-5
|
|
$
|
28,610,000
|
|
|
|
|
|
X-A-2-5
|
|
|
|
|
|
|
|
|
LA-2-6
|
|
$
|
27,725,000
|
|
|
|
|
|
X-A-2-6
|
|
|
|
|
|
|
|
|
LA-2-7
|
|
$
|
48,573,000
|
|
|
|
|
|
X-A-2-7
|
|
|
Class A-3
|
|
$
|
75,000,000
|
|
|
LA-3
|
|
$
|
75,000,000
|
|
|
(2)
|
|
|
X-A-3
|
|
|
Class A-4
|
|
$
|
178,971,000
|
|
|
LA-4-1
|
|
$
|
77,073,000
|
|
|
(2)
|
|
|
X-A-4-1
|
|
|
|
|
|
|
|
|
LA-4-2
|
|
$
|
76,347,000
|
|
|
|
|
|
X-A-4-2
|
|
|
|
|
|
|
|
|
LA-4-3
|
|
$
|
25,551,000
|
|
|
|
|
|
X-A-4-3
|
|
|
Class A-5
|
|
$
|
202,208,000
|
|
|
LA-5-1
|
|
$
|
121,840,000
|
|
|
(2)
|
|
|
X-A-5-1
|
|
|
|
|
|
|
|
|
LA-5-2
|
|
$
|
13,196,000
|
|
|
|
|
|
X-A-5-2
|
|
|
|
|
|
|
|
|
LA-5-3
|
|
$
|
67,172,000
|
|
|
|
|
|
X-A-5-3
|
|
|
Class A-PB
|
|
$
|
52,557,000
|
|
|
LA-PB-1
|
|
$
|
3,711,000
|
|
|
(2)
|
|
|
X-A-PB-1
|
|
|
|
|
|
|
|
|
LA-PB-2
|
|
$
|
4,786,000
|
|
|
|
|
|
X-A-PB-2
|
|
|
|
|
|
|
|
|
LA-PB-3
|
|
$
|
4,651,000
|
|
|
|
|
|
X-A-PB-3
|
|
|
|
|
|
|
|
|
LA-PB-4
|
|
$
|
39,409,000
|
|
|
|
|
|
X-A-PB-4
|
|
|
Class A-6
|
|
$
|
237,279,000
|
|
|
LA-6-1
|
|
$
|
49,963,000
|
|
|
(2)
|
|
|
X-A-6-1
|
|
|
|
|
|
|
|
|
LA-6-2
|
|
$
|
187,316,000
|
|
|
|
|
|
X-A-6-2
|
|
|
Class A-1A
|
|
$
|
126,705,000
|
|
|
LA-1A-1
|
|
$
|
167,000
|
|
|
(2)
|
|
|
X-A-1A-1
|
|
|
|
|
|
|
|
|
LA-1A-2
|
|
$
|
298,000
|
|
|
|
|
|
X-A-1A-2
|
|
|
|
|
|
|
|
|
LA-1A-3
|
|
$
|
2,349,000
|
|
|
|
|
|
X-A-1A-3
|
|
|
|
|
|
|
|
|
LA-1A-4
|
|
$
|
2,737,000
|
|
|
|
|
|
X-A-1A-4
|
|
|
|
|
|
|
|
|
LA-1A-5
|
|
$
|
2,797,000
|
|
|
|
|
|
X-A-1A-5
|
|
|
|
|
|
|
|
|
LA-1A-6
|
|
$
|
2,763,000
|
|
|
|
|
|
X-A-1A-6
|
|
|
|
|
|
|
|
|
LA-1A-7
|
|
$
|
2,661,000
|
|
|
|
|
|
X-A-1A-7
|
|
|
|
|
|
|
|
|
LA-1A-8
|
|
$
|
2,613,000
|
|
|
|
|
|
X-A-1A-8
|
|
|
|
|
|
|
|
|
LA-1A-9
|
|
$
|
2,507,000
|
|
|
|
|
|
X-A-1A-9
|
|
|
|
|
|
|
|
|
LA-1A-10
|
|
$
|
34,207,000
|
|
|
|
|
|
X-A-1A-10
|
|
|
|
|
|
|
|
|
LA-1A-11
|
|
$
|
1,762,000
|
|
|
|
|
|
X-A-1A-11
|
|
|
|
|
|
|
|
|
LA-1A-12
|
|
$
|
1,739,000
|
|
|
|
|
|
X-A-1A-12
|
|
|
|
|
|
|
|
|
LA-1A-13
|
|
$
|
1,664,000
|
|
|
|
|
|
X-A-1A-13
|
|
|
|
|
|
|
|
|
LA-1A-14
|
|
$
|
1,632,000
|
|
|
|
|
|
X-A-1A-14
|
|
|
|
|
|
|
|
|
LA-1A-15
|
|
$
|
66,809,000
|
|
|
|
|
|
X-A-1A-15
|
|
- 2 -
|
Corresponding
Certificates
|
|
Original Class
Principal Balance
|
|
Corresponding
REMIC I
Regular
Interests (1)
|
|
Original REMIC
I Principal
Balance
|
|
REMIC I
Pass-Through
Rate
|
|
Corresponding
Components of
Class X Certificates
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A-FL
|
|
$
|
80,727,000
|
|
|
LA-FL
|
(3)
|
$
|
80,727,000
|
|
|
(3)
|
|
|
X-A-FL
|
|
|
Class A-M
|
|
$
|
80,727,000
|
|
|
LA-M
|
|
$
|
80,727,000
|
|
|
(2)
|
|
|
X-A-M
|
|
|
Class A-J
|
|
$
|
100,909,000
|
|
|
LA-J
|
|
$
|
100,909,000
|
|
|
(2)
|
|
|
X-A-J
|
|
|
Class B
|
|
$
|
40,363,000
|
|
|
LB
|
|
$
|
40,363,000
|
|
|
(2)
|
|
|
X-B
|
|
|
Class C
|
|
$
|
20,182,000
|
|
|
LC
|
|
$
|
20,182,000
|
|
|
(2)
|
|
|
X-C
|
|
|
Class D
|
|
$
|
32,291,000
|
|
|
LD-1
|
|
|
2,883,000
|
|
|
(2)
|
|
|
X-D-1
|
|
|
|
|
|
|
|
|
LD-2
|
|
$
|
10,067,000
|
|
|
|
|
|
X-D-2
|
|
|
|
|
|
|
|
|
LD-3
|
|
$
|
8,551,000
|
|
|
|
|
|
X-D-3
|
|
|
|
|
|
|
|
|
LD-4
|
|
$
|
8,019,000
|
|
|
|
|
|
X-D-4
|
|
|
|
|
|
|
|
|
LD-5
|
|
$
|
2,771,000
|
|
|
|
|
|
X-D-5
|
|
|
Class E
|
|
$
|
16,145,000
|
|
|
LE-1
|
|
$
|
7,670,000
|
|
|
(2)
|
|
|
X-E-1
|
|
|
|
|
|
|
|
|
LE-2
|
|
$
|
8,475,000
|
|
|
|
|
|
X-E-2
|
|
|
Class F
|
|
$
|
20,182,000
|
|
|
LF-1
|
|
$
|
14,137,000
|
|
|
(2)
|
|
|
X-F-1
|
|
|
|
|
|
|
|
|
LF-2
|
|
$
|
6,045,000
|
|
|
|
|
|
X-F-2
|
|
|
Class G
|
|
$
|
16,145,000
|
|
|
LG-1
|
|
$
|
1,425,000
|
|
|
(2)
|
|
|
X-G-1
|
|
|
|
|
|
|
|
|
LG-2
|
|
$
|
14,670,000
|
|
|
|
|
|
X-G-2
|
|
|
|
|
|
|
|
|
LG-3
|
|
$
|
50,000
|
|
|
|
|
|
X-G-3
|
|
|
Class H
|
|
$
|
20,182,000
|
|
|
LH-1
|
|
$
|
6,441,000
|
|
|
(2)
|
|
|
X-H-1
|
|
|
|
|
|
|
|
|
LH-2
|
|
$
|
13,741,000
|
|
|
|
|
|
X-H-2
|
|
|
Class J
|
|
$
|
8,073,000
|
|
|
LJ
|
|
$
|
8,073,000
|
|
|
(2)
|
|
|
X-J
|
|
|
Class K
|
|
$
|
8,073,000
|
|
|
LK
|
|
$
|
8,073,000
|
|
|
(2)
|
|
|
X-K
|
|
|
Class L
|
|
$
|
6,054,000
|
|
|
LL
|
|
$
|
6,054,000
|
|
|
(2)
|
|
|
X-L
|
|
|
Class M
|
|
$
|
4,036,000
|
|
|
LM
|
|
$
|
4,036,000
|
|
|
(2)
|
|
|
X-M
|
|
|
Class N
|
|
$
|
2,018,000
|
|
|
LN
|
|
$
|
2,018,000
|
|
|
(2)
|
|
|
X-N
|
|
|
Class O
|
|
$
|
4,036,000
|
|
|
LO
|
|
$
|
4,036,000
|
|
|
(2)
|
|
|
X-O
|
|
|
Class P
|
|
$
|
24,221,341
|
|
|
LP
|
|
$
|
24,221,341
|
|
|
(2)
|
|
|
X-P
|
|
- 3 -
|
|
|
(1)
|
The REMIC I Regular Interest or
Interests and the Component or Components of the Class X
Certificates that correspond to any particular Class of Sequential
Pay Certificates also correspond to each other and, accordingly,
constitute the Corresponding REMIC I Regular Interest and the
Corresponding Components (if any), respectively, with respect to
each other.
|
|
|
|
|
(2)
|
The Weighted Average Net Mortgage
Rate.
|
|
|
|
|
(3)
|
The Class LA-FL Uncertificated
REMIC I Regular Interest does not correspond to any Class of
Certificates. It corresponds to the Class A-FL Regular
Interest. The pass-through rate applicable to the Class A-FL
Certificates on each distribution date will be a per annum rate
equal to LIBOR plus 0.26%; subject to the provisions of this
agreement and the Swap Contract; the pass-through rate applicable
to the Class A-FL Certificates may convert to a fixed rate equal to
4.697% per annum.
|
The
portion of the Trust Fund consisting of the Additional Interest and
amounts held from time to time in the Additional Interest Account
that represent Additional Interest shall be treated as a grantor
trust (the “ Additional Interest Grantor Trust
”) for federal income tax purposes. The Class Z
Certificates represent undivided beneficial interests in such
Additional Interest Grantor Trust. The Class A-FL Regular
Interest, the Swap Contract, the Floating Rate Account and the
proceeds thereof shall be treated as another grantor trust (the
“ A-FL Grantor Trust ”) for federal income tax
purposes. The Class A-FL Certificates represent undivided
beneficial interests in such A-FL Grantor Trust. As provided
herein, the Trustee shall take all actions necessary to ensure that
the portions of the Trust Fund consisting of the Grantor Trusts
maintain their respective status as a “grantor trust”
under federal income tax law and not be treated as part of either
REMIC I or REMIC II.
Each
of the mortgage loans referred to in this Agreement as the
AmericasMart Companion Loan, the Merchants Crossing Companion Loan,
the 240 West 40th Street Companion Loan, the Centennial Tower
Companion Loan and the Courtyard Marriott -- Miami Beach, FL
Companion Loan (each, a “ Companion Loan ” and
collectively the “ Companion Loans ”) are not
part of the Trust Fund but are secured by the same Mortgages that
secure certain related Mortgage Loans that are respectively
identified on the Mortgage Loan Schedule as the AmericasMart Loan
(loan number 1), the 240 West 40th Street Loan (loan number 9), the
Centennial Tower Loan (loan number 8), the Courtyard Marriott --
Miami Beach, FL Loan (loan number 18) and the Merchants Crossing
Loan (loan number 50), (each, a “ Co-Lender Loan
” and collectively, the “ Co-Lender Loans
”) that are part of the Trust Fund. The AmericasMart Loan and
the AmericasMart Companion Loan are pari passu with each
other. As and to the extent provided herein, each of the
Companion Loans will be serviced and administered in accordance
with this Agreement. Amounts attributable to the Companion
Loans will not be assets of the Trust Fund and will be owned by the
Companion Holders.
In
consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee agree as follows:
- 4 -
ARTICLE I.
DEFINITIONS
Section
1.01. Defined
Terms.
Whenever
used in this Agreement, including in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
“
30/360 Basis ”: The accrual of interest
calculated on the basis of a 360-day year consisting of twelve
30-day months.
“
240 West 40th Street Companion Holder ”: The
holder of the 240 West 40th Street Companion Loan.
“
240 West 40th Street Intercreditor Agreement ”:
The Intercreditor and Servicing Agreement, dated as of June 8,
2005, by and between Wachovia Bank, National Association, as Lead
Lender and Wachovia Bank, National Association, as
Co-Lender.
“
240 West 40th Street Loan ”: That certain
Mortgage Loan identified on the Mortgage Loan Schedule as loan
number 9.
“
240 West 40th Street Loan Pair ”: The 240 West
40th Street Loan and the 240 West 40th Street Companion
Loan.
“
240 West 40th Street Companion Loan ”: That
certain loan evidenced by a note, which is not an asset of the
Trust Fund, secured by the Mortgaged Property securing the 240 West
40th Street Loan.
“
Accrued Certificate Interest ”: With respect to
any Class of Regular Certificates (other than the Class X
Certificates) and the Class A-FL Regular Interest for any
Distribution Date, one month’s interest at the Pass-Through
Rate applicable to such Class of Certificates or Class A-FL Regular
Interest, as applicable, for such Distribution Date, accrued for
the related Interest Accrual Period on the related Class Principal
Balance outstanding immediately prior to such Distribution Date;
and, with respect to the Class X-C and Class X-P Certificates for
any Distribution Date, the sum of the related Accrued Component
Interest for the related Interest Accrual Period for all of their
respective Components for such Distribution Date. Except with
respect to the Class A-FL Certificates, accrued Certificate
Interest shall be calculated on a 30/360 Basis and, with respect to
any Class of Regular Certificates for any Distribution Date, shall
be deemed to accrue during the calendar month preceding the month
in which such Distribution Date occurs. Accrued Certificate
Interest with respect to the Class A-FL Certificates shall be
calculated on an Actual/360 Basis and, for any Distribution Date,
shall be deemed to accrue during the period from and including the
Distribution Date in the month preceding the month in which the
related Distribution Date occurs (or, in the case of the first
Distribution Date, the Closing Date) to but excluding the related
Distribution Date; provided, however, that if a Class A-FL
Distribution Conversion has occurred Accrued Certificate Interest
with respect to the Class A-FL Certificates shall be the same as
for the Class A-FL Regular Interest.
“
Accrued Component Interest ”: With respect to
each Component of the Class X-C and Class X-P Certificates for any
Distribution Date, one month’s interest at the Class X-C
Strip Rate or Class X-P Strip Rate applicable to such Component for
such Distribution Date, accrued on the Component Notional Amount of
such Component outstanding immediately prior to such Distribution
Date. Accrued Component Interest shall be calculated on a 30/360
Basis 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.
- 5 -
“
Acquisition Date ”: With respect to any REO
Property, the first day on which such REO Property is considered to
be acquired by the Trust Fund within the meaning of Treasury
Regulations Section 1.856-6(b)(1), which is the first day on which
the Trust Fund is treated as the owner of such REO Property for
federal income tax purposes.
“
Actual/360 Basis ”: The accrual of interest
calculated on the basis of the actual number of days elapsed during
any calendar month in a year assumed to consist of 360
days.
“
Actual/360 Mortgage Loan ”: Each Mortgage Loan
that accrues interest on an Actual/360 Basis and that is identified
as an Actual/360 Mortgage Loan on the Mortgage Loan
Schedule.
“
Additional Interest ”: With respect to any ARD
Loan after its Anticipated Repayment Date, all interest accrued on
the principal balance of such ARD Loan at the Additional Interest
Rate (the payment of which interest shall, under the terms of such
Mortgage Loan, be deferred until the entire outstanding principal
balance of such ARD Loan has been paid), together with all
interest, if any, accrued at the related Mortgage Rate on such
deferred interest. For purposes of this Agreement, Additional
Interest on an ARD Loan or any successor REO Loan shall be deemed
not to constitute principal or any portion thereof and shall not be
added to the unpaid principal balance or Stated Principal Balance
of such ARD Loan or successor REO Loan, notwithstanding that the
terms of the related Mortgage Loan documents so permit. To
the extent that any Additional Interest is not paid on a current
basis, it shall be deemed to be deferred interest.
“
Additional Interest Account ”: The segregated
account, accounts or subaccounts created and maintained by the
Trustee pursuant to Section 3.04(d) which shall be entitled
“Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-C19,
Additional Interest Account.” The Additional Interest
Account shall not be an asset of any REMIC created
hereunder.
“
Additional Interest Grantor Trust ”: That
certain “grantor trust” (within the meaning of the
Grantor Trust Provisions), the assets of which are the Additional
Interest Grantor Trust Assets.
“
Additional Interest Grantor Trust Assets ”: The
segregated pool of assets consisting of (i) any Additional Interest
with respect to the ARD Loans after their respective Anticipated
Repayment Dates and (ii) amounts held from time to time in the
Additional Interest Account.
“
Additional Interest Rate ”: With respect to any
ARD Loan after its Anticipated Repayment Date, the incremental
increase in the per annum rate at which such Mortgage Loan accrues
interest after the Anticipated Repayment Date (in the absence of
defaults) as calculated and as set forth in the related Mortgage
Loan documents.
- 6 -
“
Additional Trust Fund Expense ”: Any Special
Servicing Fees, Workout Fees, Liquidation Fees and, in accordance
with Sections 3.03(d) and 4.03(d), interest payable to the Master
Servicer and/or the Trustee on Advances (to the extent not offset
by Penalty Interest and late payment charges) and amounts payable
to the Special Servicer in connection with inspections of Mortgaged
Properties required pursuant to the first sentence of Section
3.12(a) (and not otherwise paid from Penalty Interest and late
payment charges), as well as (without duplication) any of the
expenses of the Trust Fund that may be withdrawn (x) pursuant
to any of clauses (viii), (ix), (xii), (xiii), (xiv) and (xx) of
Section 3.05(a) out of general collections on the Mortgage Loans
and any REO Properties on deposit in the Certificate Account or
(y) pursuant to clause (ii) or any of clauses (iv)
through (vi) of Section 3.05(b) out of general collections on the
Mortgage Loans and any REO Properties on deposit in the
Distribution Account; provided , that for purposes of the
allocations contemplated by Section 4.04 no such expense shall be
deemed to have been incurred by the Trust Fund until such time as
the payment thereof is actually made from the Certificate Account
or the Distribution Account, as the case may be.
“
Additional Yield Amount ”:
(a) With
respect to any Distribution Date and any Class of Regular
Certificates (other than the Class X Certificates and any Excluded
Class) or the Class A-FL Regular Interest entitled to distributions
of principal with respect to Loan Group 1 pursuant to Section
4.01(a) on such Distribution Date, provided , that a
Yield Maintenance Charge and/or Prepayment Premium was actually
collected on a Mortgage Loan or an REO Loan in such Loan Group
during the related Collection Period, the product of (a) such
Yield Maintenance Charge and/or Prepayment Premium multiplied by
(b) a fraction, which in no event will be greater than one,
the numerator of which is equal to the positive excess, if any, of
(i) the Pass-Through Rate for such Class of Regular
Certificates or the Class A-FL Regular Interest then receiving
principal over (ii) the related Discount Rate, and the
denominator of which is equal to the positive excess, if any, of
(i) the Mortgage Rate for such Mortgage Loan or REO Loan, as
the case may be, over (ii) the related Discount Rate,
multiplied by (c) a fraction, the numerator of which is equal
to the amount of principal distributable on such Class of Regular
Certificates or the Class A-FL Regular Interest on such
Distribution Date pursuant to Section 4.01(a) with respect to Loan
Group 1, and the denominator of which is equal to the Loan Group 1
Principal Distribution Amount for such Distribution
Date.
(b) With
respect to any Distribution Date and any Class of Regular
Certificates (other than the Class X Certificates and any Excluded
Class) or the Class A-FL Regular Interest entitled to distributions
of principal with respect to Loan Group 2 pursuant to Section
4.01(a) on such Distribution Date; provided , that a
Yield Maintenance Charge and/or Prepayment Premium was actually
collected on a Mortgage Loan or an REO Loan in such Loan Group
during the related Collection Period, the product of (a) such Yield
Maintenance Charge and/or Prepayment Premium multiplied by
(b) a fraction, which in no event will be greater than one,
the numerator of which is equal to the positive excess, if any, of
(i) the Pass-Through Rate for such Class of Regular Certificates or
the Class A-FL Regular Interest then receiving principal over (ii)
the related Discount Rate, and the denominator of which is equal to
the positive excess, if any, of (i) the Mortgage Rate for such
Mortgage Loan or REO Loan, as the case may be, over (ii) the
related Discount Rate, multiplied by (c) a fraction, the numerator
of which is equal to the amount of principal distributable on such
Class of Regular Certificates or the Class A-FL Regular Interest on
such Distribution Date pursuant to Section 4.01(a) with respect to
Loan Group 2, and the denominator of which is equal to the Loan
Group 2 Principal Distribution Amount for such Distribution
Date.
- 7 -
(c) For
purposes of the foregoing, to the extent that payments of principal
on any Class of Regular Certificates (other than the Class X
Certificates and any Excluded Class) or the Class A-FL Regular
Interest could be made from principal amounts allocable to Loan
Group 1 or principal amounts allocable to Loan Group 2, the Trustee
shall assume that those payments of principal on such Class of
Regular Certificates or the Class A-FL Regular Interest are made
from amounts allocable to each Loan Group, on a pro rata
basis in accordance with the respective amounts allocable to each
Loan Group that were available for payment on that Class of
Certificates or the Class A-FL Regular Interest.
“
Advance ”: Any P&I Advance or Servicing
Advance.
“
Adverse Grantor Trust Event ”: As defined in
Section 10.02(f).
“
Adverse REMIC Event ”: As defined in Section
10.01(h).
“
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 and all amendments hereof and supplements
hereto.
“
AmericasMart Companion Holder ”: The holder of
the AmericasMart Companion Loan.
“
AmericasMart Companion Loan ”: That certain loan
evidenced by a pari passu note, which is not an asset of the
Trust Fund, secured by the Mortgaged Property securing the
AmericasMart Loan.
“
AmericasMart Companion Loan Securities ”: For so
long as the AmericasMart Loan or a successor REO Mortgage Loan with
respect to the AmericasMart Loan is part of the Trust Fund, any
class of securities backed, wholly or partially, by the
AmericasMart Companion Loan.
“
AmericasMart Companion Loan Servicing Fee Rate
”: A rate equal to the product of 0.02% per annum and
the AmericasMart Companion Loan principal balance on which interest
accrues.
“
AmericasMart Intercreditor Agreement ”: The
Intercreditor and Servicing Agreement, dated as of May 2, 2005, by
and between Wachovia Bank, National Association, as Lead Lender,
and Wachovia Bank, National Association, as Co-Lender, in
connection with the AmericasMart Loan Pair.
- 8 -
“
AmericasMart Loan Pair ”: The AmericasMart Loan,
together with the AmericasMart Companion Loan.
“
AmericasMart Loan ”: That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number
1.
“
Anticipated Repayment Date ”: For each ARD Loan, the
date specified in the related Mortgage Note after which the
Mortgage Rate for such ARD Loan will increase as specified in the
related Mortgage Note (other than as a result of a default
thereunder).
“
Appraisal ”: With respect to any Mortgage Loan,
an appraisal of the related Mortgaged Property from an Independent
Appraiser selected by the Special Servicer or the Master Servicer
prepared in accordance with 12 CFR §225.62 and conducted in
accordance with the standards of the American Appraisal Institute
by an Independent Appraiser, which Independent Appraiser shall be
advised to take into account the factors specified in Section
3.09(a), any available environmental, engineering or other
third-party reports, and other factors that a prudent real estate
appraiser would consider.
“
Appraisal Reduction Amount ”: The excess, if
any, of (a) the sum of (without duplication), as calculated by
the Master Servicer as of the first Determination Date immediately
succeeding the Master Servicer obtaining knowledge of the
occurrence of the Required Appraisal Date if no new Required
Appraisal is required or the date on which a Required Appraisal (or
letter update or internal valuation, if applicable) is obtained and
each Determination Date thereafter so long as the related Mortgage
Loan or the AmericasMart Companion Loan remains a Required
Appraisal Mortgage Loan, (i) the Stated Principal Balance of
the subject Required Appraisal Mortgage Loan (including, for such
purposes, any related Pari Passu Companion Loan or Subordinate
Companion Loan serviced hereunder), (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the
Trustee, or the master servicer, special servicer or the trustee
under any pooling and servicing agreement pursuant to which
certificates or other securities backed by the AmericasMart
Companion Loan are issued, all unpaid interest on the Required
Appraisal Mortgage Loan (including, for such purposes, any related
Pari Passu Companion Loan or Subordinate Companion Loan serviced
hereunder to the extent the Master Servicer has actual knowledge of
such advance) through the most recent Due Date prior to such
Determination Date at a per annum rate equal to the related Net
Mortgage Rate (exclusive of any portion thereof that constitutes
Additional Interest), (iii) all accrued but unpaid Servicing
Fees and all accrued but unpaid Additional Trust Fund Expenses in
respect of such Required Appraisal Mortgage Loan (including, for
such purposes, any related Pari Passu Companion Loan or Subordinate
Companion Loan serviced hereunder) plus, with respect to the
AmericasMart Companion Loan, similar fees and expenses (to the
extent the Master Servicer has actual knowledge of such fees and
expenses) payable under any pooling and servicing agreement
pursuant to which certificates or other securities backed by the
AmericasMart Companion Loan are issued, (iv) all related
unreimbursed Advances and any Advances related to such Required
Appraisal Mortgage Loan (including, for such purposes, any related
Pari Passu Companion Loan or Subordinate Companion Loan serviced
hereunder) that were reimbursed out of general
- 9 -
collections from the pool of
Mortgage Loans (plus accrued interest thereon) made by or on behalf
of the Master Servicer or the Trustee with respect to such Required
Appraisal Mortgage Loan and (v) all currently due and unpaid
real estate taxes and unfunded improvement reserves and
assessments, insurance premiums, and, if applicable, ground rents
in respect of the related Mortgaged Property over (b) an
amount equal to the sum of (i) the Required Appraisal Value
and (ii) all escrows, reserves and letters of credit
held for the purposes of reserves ( provided , such
letters of credit may be drawn upon for reserve purposes under the
related Mortgage Loan document) held with respect to such Required
Appraisal Mortgage Loan. If the Special Servicer fails to
obtain a Required Appraisal (or letter update or internal
valuation, if applicable) within the time limit described in
Section 3.09(a), the Appraisal Reduction Amount for the related
Required Appraisal Mortgage Loan will equal 25% of the outstanding
principal balance of such Required Appraisal Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or Subordinate Companion Loan serviced hereunder to be
adjusted upon receipt of a Required Appraisal or letter update or
internal valuation, if applicable. In the event a Mortgagor
fails to make a Balloon Payment on a scheduled maturity date and no
Appraisal has been received within 120 days of such failure, the
Appraisal Reduction Amount for the related Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or Subordinate Companion Loan serviced hereunder) will equal
25% of the outstanding principal balance of such Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or Subordinate Companion Loan serviced hereunder), to be
adjusted upon receipt of the new Appraisal. Any Appraisal
Reduction Amount for a Co-Lender Loan shall be allocated as
provided in Section 4.04(d).
“
Appraised Value ”: With respect to each
Mortgaged Property, the appraised value thereof based upon the most
recent Appraisal (or letter update or internal valuation, if
applicable) that is contained in the related Servicing
File.
“
ARD Loan ”: Any Mortgage Loan that provides that
if the unamortized principal balance thereof is not repaid on its
Anticipated Repayment Date, such Mortgage Loan will accrue
Additional Interest at the rate specified in the related Mortgage
Note and the Mortgagor is required to apply excess monthly cash
flow generated by the related Mortgaged Property to the repayment
of the outstanding principal balance on such Mortgage
Loan.
“
Asset Status Report ”: As defined in Section
3.21(d).
“
Assignment of Leases ”: With respect to any
Mortgaged Property, any assignment of leases, rents and profits or
similar document or instrument executed by the Mortgagor in
connection with the origination of the related Mortgage
Loan.
“
Assumed Scheduled Payment ”: With respect to any
Balloon Mortgage Loan for its Stated Maturity Date (
provided , that such Mortgage Loan has not been paid in full
and no other Liquidation Event has occurred in respect thereof on
or before such Stated Maturity Date) and for any Due Date
thereafter as of which such Mortgage Loan remains outstanding and
part of the Trust Fund, the Periodic Payment of principal and/or
interest deemed to be due in respect thereof on such Due Date that
would have been due in respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been required to continue to pay
principal in accordance with the amortization schedule, if any, and
to accrue interest at the Mortgage Rate, in effect on
- 10 -
the Closing Date and without
regard to the occurrence of its Stated Maturity Date. With respect
to any REO Loan, for any Due Date therefor as of which the related
REO Property remains part of the Trust Fund, the Periodic Payment
of principal and/or interest deemed to be due in respect thereof on
such Due Date that would have been due in respect of the
predecessor Mortgage Loan (or, if applicable, Companion Loans) on
such Due Date had it remained outstanding (or, if the predecessor
Mortgage Loan was a Balloon Mortgage Loan and such Due Date
coincides with or follows what had been its Stated Maturity Date,
the Assumed Scheduled Payment that would have been deemed due in
respect of the predecessor Mortgage Loan on such Due Date had it
remained outstanding).
“
Authenticating Agent ”: Any authenticating agent
appointed pursuant to Section 8.12 (or, in the absence of any
such appointment, the Trustee).
“
Available Distribution Amount ”: With respect to
any Distribution Date, an amount equal to (a) the sum of, without
duplication, (i) the aggregate of the amounts on deposit in the
Certificate Account and the Distribution Account (without regard to
any payments made to or received from the Swap Counterparty) as of
the close of business on the last day of the related Collection
Period and the amounts collected by or on behalf of the Master
Servicer as of the close of business on the last day of such
Collection Period and required to be deposited in the Certificate
Account; (ii) the aggregate amount of any P&I Advances made by
the Master Servicer or the Trustee for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03
(iii) the aggregate amount transferred from the REO Account (if
established) to the Certificate Account as of the last day of the
related Collection Period, on or prior to the P&I Advance Date
in such month, pursuant to Section 3.16(c); (iv) the aggregate
amount deposited by the Master Servicer in the Certificate Account
for such Distribution Date pursuant to Section 3.19 in connection
with Prepayment Interest Shortfalls; and (v) for each Distribution
Date occurring in March, and for the final Distribution Date
if the final Distribution Date occurs in February or, if such year
is not a leap year, in January, the aggregate of the Interest
Reserve Amounts in respect of each Interest Reserve Loan deposited
into the Distribution Account pursuant to Section 3.05(d), net of
(b) the portion of the amount described in subclauses (a)(i) and
(a)(iii) of this definition that represents one or more of the
following: (i) collected Periodic Payments that are due on a Due
Date following the end of the related Collection Period, (ii) any
amounts payable or reimbursable to any Person from the (A)
Certificate Account pursuant to clauses (ii) - (xv), (xix) and (xx)
- (xxii) of Section 3.05(a) or (B) the Distribution Account
pursuant to clauses (ii) - (vii) of Section 3.05(b), (iii)
Prepayment Premiums and Yield Maintenance Charges, (iv) Additional
Interest, (v) with respect to the Distribution Date occurring in
February of each year and in January of each year that is not a
leap year, the Interest Reserve Amounts with respect to the
Interest Reserve Loans to be withdrawn from the Certificate Account
and remitted to the Trustee for deposit in the Interest Reserve
Account in respect of such Distribution Date and held for future
distribution pursuant to Section 3.04(c), and (vi) any amounts
deposited in the Certificate Account or the Distribution Account in
error. The Available Distribution Amount will not include any
amounts required to be distributed pursuant to the terms of any
Intercreditor Agreement or this Agreement to a Companion
Holder.
“
Balloon Mortgage Loan ”: Any Mortgage Loan that
by its original terms or by virtue of any modification entered into
as of the Closing Date provides for an amortization schedule
extending beyond its Stated Maturity Date.
- 11 -
“
Balloon Payment ”: With respect to any Balloon
Mortgage Loan as of any date of determination, the Scheduled
Payment payable on the Stated Maturity Date of such Mortgage
Loan.
“
Bankruptcy Code ”: The federal Bankruptcy Code,
as amended from time to time (Title 11 of the United States
Code).
“
Bid Allocation ”: With respect to the Master
Servicer and each Sub-Servicer and the proceeds of any bid pursuant
to Section 7.01(c), the amount of such proceeds (net of any
expenses incurred in connection with such bid and the transfer of
servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the
case may be, as of such date of determination, over (b) the
aggregate of the Servicer Fee Amounts for the Master Servicer and
all of the Sub-Servicers as of such date of
determination.
“
Bonair Mortgage Loan ”: The certain Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
46.
“
Book-Entry Certificate ”: Any Certificate
registered in the name of the Depository or its nominee.
“
Breach ”: As defined in Section
2.03(a).
“
Business Day ”: Any day other than a Saturday, a
Sunday or a day on which banking institutions in New York, New York
or the cities in which the Corporate Trust Office of the Trustee
(which as of the Closing Date is Columbia, Maryland) or the offices
of the Master Servicer (which as of the Closing Date is Charlotte,
North Carolina) or the offices of the Special Servicer (which as of
the Closing Date is New York, New York) are located, are authorized
or obligated by law or executive order to remain closed.
“
Centennial Tower Companion Holder ”: The holder
of the Centennial Tower Companion Loan.
“
Centennial Tower Intercreditor Agreement ”: The
Intercreditor and Servicing Agreement, dated on or about June 29,
2005, by and between Wachovia Bank, National Association, as Lead
Lender and Wachovia Bank, National Association, as
Co-Lender.
“
Centennial Tower Loan ”: That certain Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
8.
“
Centennial Tower Loan Pair ”: The Centennial
Tower Loan and the Centennial Tower Companion Loan.
“
Centennial Tower Companion Loan ”: That certain
loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Centennial Tower
Loan.
“
CERCLA ”: The Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as
amended.
- 12 -
“
Certificate ”: Any one of the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C19, as executed by the Certificate
Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
“
Certificate Account ”: The segregated account or
accounts created and maintained by the Master Servicer pursuant to
Section 3.04(a) on behalf of the Trustee in trust for
Certificateholders, which shall be entitled “Wachovia Bank,
National Association, as Master Servicer for Wells Fargo Bank,
N.A., as Trustee, on behalf of and in trust for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C19.”
Subject to the related Intercreditor Agreement and taking into
account that (i) each Subordinate Companion Loan is subordinate to
its related Co-Lender Loan to the extent set forth in the related
Intercreditor Agreement and (ii) each Pari Passu Companion Loan is
pari passu with the related Pari Passu Mortgage Loan, each
subaccount described in the next to last paragraph of Section
3.04(a) that is part of the Certificate Account shall be for the
benefit of the related Companion Holder, to the extent funds on
deposit in such subaccount are attributed to the related Companion
Loan.
“
Certificate Deferred Interest ”: The amount by
which interest distributable to any Class of Sequential Pay
Certificates Class A-FL Regular Interest as applicable, is reduced
by the amount of Mortgage Deferred Interest allocable to such Class
of Certificates or the Class A-FL Regular Interests on any
Distribution Date.
“
Certificate Factor ”: With respect to any Class
of Regular Certificates and the Class A-FL Certificates as of any
date of determination, a fraction, expressed as a decimal carried
to eight places, the numerator of which is the then current Class
Principal Balance, Class X-C Notional Amount or Class X-P Notional
Amount, as applicable, of such Class of Regular Certificates or the
Class A-FL Certificates and the denominator of which is the
Original Class Principal Balance or Original Notional Amount of
such Class of Regular Certificates or the Class A-FL Certificates,
as applicable.
“
Certificate Notional Amount ”: With respect to
any Class X-C Certificate or Class X-P 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 X-C
Notional Amount or Class X-P Notional Amount, as
applicable.
“
Certificate Owner ”: With respect to a
Book-Entry Certificate, the Person who is the beneficial owner of
such Certificate as reflected on the books of the Depository or on
the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository
Participant acts as agent.
“
Certificate Principal Balance ”: With respect to
any Sequential Pay Certificate as of any date of determination, the
then outstanding principal amount of such Certificate equal to the
product of (a) the Percentage Interest evidenced by such
Certificate, multiplied by (b) the then Class Principal
Balance of the Class of Certificates to which such Certificate
belongs. The Certificate Principal Balance of the Class A-FL
Certificates shall be equal at all times to the Certificate
Principal Balance of the Class A-FL Regular Interest.
- 13 -
“
Certificate Register ” and “ Certificate
Registrar ”: The register maintained and the
registrar appointed pursuant to Section 5.02.
“
Certificateholder ”: The Person in whose name a
Certificate is registered in the Certificate Register, except that
(i) only a Permitted Transferee shall be the Holder of a
Residual Certificate for any purpose hereof and, (ii) solely
for the purposes of giving any consent, approval or waiver pursuant
to this Agreement that relates to any of the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Special Servicer or
the Trustee in its respective capacity as such (except with respect
to amendments or waivers referred to in Sections 7.04 and 11.01
hereof and any consent, approval or waiver required or permitted to
be made by the Majority Subordinate Certificateholder or the
Controlling Class Representative and any election, removal or
replacement of the Special Servicer or the Controlling Class
Representative pursuant to Section 6.09), any Certificate
registered in the name of the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Special Servicer or the Trustee, as the
case may be, or any Certificate registered in the name of any of
their respective Affiliates, shall be deemed not to be outstanding,
and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent, approval or
waiver that relates to it has been obtained. The Certificate
Registrar shall be entitled to request and rely upon a certificate
of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to
“Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided,
however , that the parties hereto shall be required to
recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“
Class ”: Collectively, all of the Certificates
bearing the same alphabetical and, if applicable, numerical class
designation.
“
Class A Certificates ”: The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-PB,
Class A-6 and Class A-1A Certificates.
“
Class A-1 Certificate ”: Any one of the
Certificates with a “Class A-1” designation on the
face thereof, substantially in the form of Exhibit A-1 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-1A Certificate ”: Any one of the
Certificates with a “Class A-1A” designation on
the face thereof, substantially in the form of Exhibit A-8 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-2 Certificate ”: Any one of the
Certificates with a “Class A-2” designation on the
face thereof, substantially in the form of Exhibit A-2 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-3 Certificate ”: Any one of the
Certificates with a “Class A-3” designation on the
face thereof, substantially in the form of Exhibit A-3 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
- 14 -
“
Class A-4 Certificate ”: Any one of the
Certificates with a “Class A-4” designation on the
face thereof, substantially in the form of Exhibit A-4 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-5 Certificate ”: Any one of the
Certificates with a “Class A-5” designation on the
face thereof, substantially in the form of Exhibit A-5 attached
hereto and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-6 Certificate ”: Any one of the
Certificates with a “Class A-6” designation on the
face thereof, substantially in the form of Exhibit A-7 attached
hereto and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-FL Available Funds ”: With respect to
any Distribution Date, will equal the sum of (i) the total amount
of all principal and/or interest distributions on or in respect of
the Class A-FL Regular Interest with respect to such Distribution
Date and (ii) the amounts, if any, received from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less (iii) with respect to interest distributions, all
regularly scheduled fixed interest amounts (prior to the
termination of the Swap Contract or prior to the occurrence and
during the continuance of a Swap Default, exclusive of any Yield
Maintenance Charges allocated in respect of the Class A-FL Regular
Interest) required to be paid to the Swap Counterparty pursuant to
the Swap Contract for such Distribution Date.
“
Class A-FL Certificate ”: Any one of the
Certificates with a “Class A-FL” designation on the
face thereof, substantially in the form of Exhibit A-11 hereto, and
evidencing an undivided beneficial interest in the A-FL Grantor
Trust.
“
Class A-FL Distribution Conversion ”: With
respect to any Distribution Date (i) upon the occurrence and during
the continuation of a Swap Default while the Trustee (or the Paying
Agent on its behalf) is pursuing remedies under the Swap Contract
pursuant to Section 3.28 or (ii) immediately upon and following the
termination of the Swap Contract until a replacement Swap Contract
is entered into, if any, the conversion of distributions to the
Class A-FL Certificates from distributions based, in part, on
floating interest payments from the Swap Counterparty under the
Swap Contract to distributions based solely on fixed interest
distributions in respect of the Class A-FL Regular Interest, as
specified in Section 4.01(m).
“
Class A-FL Fixed Swap Payment ”: With respect to
any Distribution Date, the Fixed Amount required to be paid to the
Swap Counterparty by the Trust under the Swap Contract.
“
Class A-FL Floating Swap Payment ”: With respect
to any Distribution Date, the Floating Amount required to be paid
to the Trust by the Swap Counterparty under the Swap
Contract.
“
Class A-FL Grantor Trust ”: That certain
“grantor trust” (within the meaning of the Grantor
Trust Provisions), the assets of which are the A-FL Grantor Trust
Assets.
- 15 -
“
Class A-FL Grantor Trust Assets ”: The
segregated pool of assets consisting of the A-FL Regular Interest,
the Swap Contract, the Floating Rate Account and the proceeds
thereof, the beneficial ownership of which is represented by the
Class A-FL Certificates.
“
Class A-FL Interest Distribution Amount ”: With
respect to any Distribution Date, an amount equal to the sum of (i)
amounts in respect of interest received in respect of the Class
A-FL Regular Interest for such Distribution Date, (ii) the Class
A-FL Floating Swap Payment and (iii) any termination payment paid
by the Swap Counterparty to the Trustee upon the termination of the
Swap Agreement provided no replacement Swap Contract has been
entered into prior to such Distribution Date, less (iv) the Class
A-FL Fixed Swap Payment for such Distribution Date.
“
Class A-FL Net Swap Payment ”: With respect to
the related Interest Accrual Period, the excess, if any of (i) the
Class A-FL Fixed Swap Payment over (ii) the Class A-FL Floating
Swap Payment.
“
Class A-FL Principal Distribution Amount ”: With
respect to any Distribution Date, an amount equal to the amount of
principal allocated pursuant to Section 4.01 in respect of the
Class A-FL Regular Interest on such Distribution Date.
“
Class A-FL Regular Interest ”: The
uncertificated interest in REMIC II, designated as “Class
A-FL”, constituting a “regular interest” in REMIC
II for purposes of the REMIC Provisions and having the
characteristics attributable thereto in this Agreement.
“
Class A-J Certificate ”: Any one of the
Certificates with a “Class A-J” designation on the
face thereof, substantially in the form of Exhibit A-13 attached
hereto and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-M Certificate ”: Any one of the
Certificates with a “Class A-M” designation on the face
thereof, substantially in the form of Exhibit A-12 hereto, and
evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“C
lass A-PB Certificate ”: Any one of the
Certificates with a “Class A-PB” designation on
the face thereof, substantially in the form of Exhibit A-6 attached
hereto, and evidencing a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
“
Class A-PB Planned Principal Amount ”: The
planned principal amount set forth on Exhibit S hereto relating to
principal payments for the Class A-PB Certificates.
“
Class B Certificate ”: Any one of the
Certificates with a “Class B” designation on the face
thereof, substantially in the form of Exhibit A-14 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class C Certificate ”: Any one of the
Certificates with a “Class C” designation on the face
thereof, substantially in the form of Exhibit A-15 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
- 16 -
“
Class D Certificate ”: Any one of the
Certificates with a “Class D” designation on the face
thereof, substantially in the form of Exhibit A-16 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class E Certificate ”: Any one of the
Certificates with a “Class E” designation on the face
thereof, substantially in the form of Exhibit A-17 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class F Certificate ”: Any one of the
Certificates with a “Class F” designation on the face
thereof, substantially in the form of Exhibit A-18 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class G Certificate ”: Any one of the
Certificates with a “Class G” designation on the face
thereof, substantially in the form of Exhibit A-19 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class H Certificate ”: Any one of the
Certificates with a “Class H” designation on the face
thereof, substantially in the form of Exhibit A-20 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class J Certificate ”: Any one of the
Certificates with a “Class J” designation on the face
thereof, substantially in the form of Exhibit A-21 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class K Certificate ”: Any one of the
Certificates with a “Class K” designation on the face
thereof, substantially in the form of Exhibit A-22 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class L Certificate ”: Any one of the
Certificates with a “Class L” designation on the face
thereof, substantially in the form of Exhibit A-23 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class M Certificate ”: Any one of the
Certificates with a “Class M” designation on the face
thereof, substantially in the form of Exhibit A-24 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class N Certificate ”: Any one of the
Certificates with a “Class N” designation on the face
thereof, substantially in the form of Exhibit A-25 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class O Certificate ”: Any one of the
Certificates with a “Class O” designation on the face
thereof, substantially in the form of Exhibit A-26 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
“
Class P Certificate ”: Any one of the
Certificates with a “Class P” designation on the face
thereof, substantially in the form of Exhibit A-27 attached hereto,
and evidencing a “regular interest” in REMIC II for
purposes of the REMIC Provisions.
- 17 -
“
Class Principal Balance ”: The aggregate
principal balance of any Class of Sequential Pay Certificates or
the Class A-FL Regular Interest outstanding from time to
time. As of the Closing Date, the Class Principal Balance of
each Class of Sequential Pay Certificates or the Class A-FL Regular
Interest shall equal the Original Class Principal Balance
thereof. On each Distribution Date, the Class Principal
Balance of each such Class of Certificates shall be reduced by the
amount of any distributions of principal made thereon on such
Distribution Date pursuant to Section 4.01 or 9.01, as applicable,
and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such
Distribution Date pursuant to Section 4.04(a). The Class
Principal Balance of any Class of Sequential Pay Certificates or
the Class A-FL Regular Interest will be increased on any
Distribution Date by the amount of any Certificate Deferred
Interest allocated to such Class on such Distribution Date.
Distributions in respect of a reimbursement of Realized Losses and
Additional Trust Fund Expenses previously allocated to a Class of
Sequential Pay Certificates or the Class A-FL Regular Interest
shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance.
The Class Principal Balance of the Class A-FL Certificates shall at
all times be equal to the Class Principal Balance of the Class A-FL
Regular Interest.
“
Class R-I Certificate ”: Any one of the
Certificates with a “Class R-I” designation on the face
thereof, substantially in the form of Exhibit A-28 attached hereto,
and evidencing the sole class of “residual interests”
in the REMIC I for purposes of the REMIC Provisions.
“
Class R-II Certificate ”: Any one of the
Certificates with a “Class R-II” designation on the
face thereof, substantially in the form of Exhibit A-29 attached
hereto, and evidencing the sole class of “residual
interests” in REMIC II for purposes of the REMIC
Provisions.
“
Class X Certificates ”: The Class X-C and Class
X-P Certificates.
“
Class X-C Certificate ”: Any one of the
Certificates with a “Class X-C” designation on the face
thereof, substantially in the form of Exhibit A-9 attached hereto,
and evidencing the Components and multiple “regular
interests” in REMIC II for purposes of the REMIC Provisions;
provided that each Corresponding Component of a Class X-C
Certificate represents a “regular interest” with a
pass-through rate unreduced by any Class X-C Pass-Through Rate
Reduction Percentage coupled with an obligation to make payments on
behalf of the Class A-FL Certificates on account of any Swap
Counterparty Special Payment.
“
Class X-C Notional Amount ”: With respect to the Class
X-C Certificates and any date of determination, the sum of the then
Component Notional Amounts of all of the Components.
“
Class X-C Pass-Through Rate Reduction Percentage
”: An amount equal to 0.10% per annum.
“
Class X-C Pass-Through Rate Reduction Period ”:
From the Distribution Date in July 2015 through the earlier to
occur of the following: (1) the Class Certificate Balance of
the Class A-FL Regular Interest is reduced to zero, (2) the Swap
Contract terminates on the termination date or any early
termination date or (3) a Class A-FL Distribution
Conversion.
- 18 -
“
Class X-C Strip Rate ”: With respect to any
Class of Components (other than Components that are also Class X-P
Components) for any Distribution Date, a rate per annum equal to
(i) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the
Corresponding Certificates. In the case of any Class of
Components that are also Class X-P Components, (i) for any
Distribution Date occurring on or before the related Class X-P
Component Cross-over Date, (x) the Weighted Average Net
Mortgage Rate for such Distribution Date minus (y) the sum of
the Pass-Through Rate for the Corresponding Certificates (or in the
case of the Class A-FL Component, the Pass-Through Rate applicable
to the Class A-FL Regular Interest) for such Distribution Date and
the Class X-P Strip Rate for such Component for such Distribution
Date, and (ii) for any Distribution Date occurring after the
related Class X-P Component Cross-over Date, a rate per annum equal
to (x) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (y) the Pass-Through Rate for the
Corresponding Certificates (or in the case of the Class A-FL
Component, the Pass-Through Rate applicable to the Class A-FL
Regular Interest) ( provided , that in no event shall any
Class X-C Strip Rate be less than zero).
“
Class X-P Certificate ”: Any one of the Certificates
with a “Class X-P” designation on the face thereof,
substantially in the form of Exhibit A-10 attached hereto, and
evidencing the Class X-P Components and multiple “regular
interests” in REMIC II for purposes of the REMIC
Provisions.
“
Class X-P Component Cross-over Date ”: With
respect to each Component set forth in the table below, the
Distribution Date occurring in the month and year set forth in the
table below:
|
Component
|
|
Cross-over Date
|
|
|
|
|
|
Component X-A-1-2 and Component
X-A-1A-2
|
|
December 2005
|
|
|
|
|
|
Component X-A-1-3 and Component
X-A-1A-3
|
|
June 2006
|
|
|
|
|
|
Component X-A-1-4, Component
X-A-2-1 and Component X-A-1A-4
|
|
December 2006
|
|
|
|
|
|
Component X-A-2-2 and Component
X-A-1A-5
|
|
June 2007
|
|
|
|
|
|
Component X-A-2-3, Component
X-A-1A-6 and Component X-H-1
|
|
December 2007
|
|
|
|
|
|
Component X-A-2-4, Component
X-A-1A-7,
Component X-G-1 and Component X-H-2
|
|
June 2008
|
|
|
|
|
|
Component X-A-2-5, Component
X-A-1A-8 and Component X-G-2
|
|
December 2008
|
|
|
|
|
|
Component X-A-2-6, Component
X-A-1A-9,
Component X-F-1 and Component X-G-3
|
|
June 2009
|
|
|
|
|
|
Component X-A-2-7, Component
X-A-3,
Component X-A-4-1, Component X-A-1A-10,
Component X-E-1 and Component X-F-2
|
|
December 2009
|
- 19 -
|
Component
|
|
Cross-over Date
|
|
|
|
|
|
Component X-A-4-2, Component
X-A-PB-1,
Component X-D-1, Component X-A-1A-11 and
Component X-E-2
|
|
June 2010
|
|
|
|
|
|
Component X-A-4-3, Component
X-A-5-1,
Component X-A-PB-2, Component X-D-2 and
Component X-A-1A-12
|
|
December 2010
|
|
|
|
|
|
Component X-A-5-2, Component
X-A-PB-3,
Component X-D-3, Component X-A-1A-13
|
|
June 2011
|
|
|
|
|
|
ComponentX-A-5-3, Component
X-A-PB-4,
Component X-A-6-1, Component X-D-4 and
Component X-A-1A-14
|
|
December 2011
|
|
|
|
|
|
Component X-A-6-2, Component
X-D-5,
Component X-A-1A-15, Component A-FL,
Component A-M, Component X-A-J, Component X-B and Component
X-C
|
|
June 2012
|
“
Class X-P Components ”: Each of Component
X-A-1-2, Component X-A-1-3, Component X-A-1-4, Component X-A-2-1,
Component X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component
X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component X-A-3,
Component X-A-PB-1, Component X-A-PB-2, Component X-A-PB-3,
Component X-A-PB-4, Component X-A-4-1, Component X-A-4-2, Component
X-A-4-3, Component X-A-5-1, Component X-A-5-2, Component X-A-5-3,
Component X-A-6-1, Component X-A-6-2, Component A-FL, Component
A-M, Component X-A-1A-2, Component X-A-1A-3, Component X-A-1A-4,
Component X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7,
Component X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10,
Component X-A-1A-11, Component X-A-1A-12, Component X-A-1A-13,
Component X-A-1A-14, Component X-A-1A-15, Component X-A-J,
Component X-B, Component X-C, Component X-D-1, Component X-D-2,
Component X-D-3, Component X-D-4, Component X-D-5, Component X-E-1,
Component X-E-2, Component X-F-1, Component X-F-2, Component X-G-1,
Component X-G-2, Component X-G-3, Component X-H-1 and Component
X-H-2.
“
Class X-P Notional Amount ”: As of any date of
determination, the sum of the then Component Notional Amounts of
the Class X-P Components, excluding those Class X-P Components for
which the Class X-P Component Crossover Date has previously
passed.
“
Class X-P Reference Rate ”: For any Distribution
Date, the rate per annum corresponding to such Distribution Date on
Exhibit M.
“
Class X-P Strip Rate ”: With respect to each of the
Class X-P Components for any Distribution Date, a rate per annum
equal to (i) for any Distribution Date occurring on or before
the related Class X-P Component Crossover Date, (x) the lesser
of (I) the Weighted Average Net Mortgage Rate for such
Distribution Date and (II) the Class X-P Reference Rate for
such Distribution Date minus 0.03% per annum minus (y) the
Pass-Through Rate for the
- 20 -
Corresponding Certificates (or in
the case of the Class A-FL Component, the Pass-Through Rate
applicable to the Class A-FL Regular Interest) ( provided ,
that in no event shall any Class X-P Strip Rate be less than zero),
and (ii) for any Distribution Date occurring after the related
Class X-P Component Crossover Date, 0% per annum.
“
Class Z Certificate ”: Any one of the
Certificates with a “Class Z” designation on the face
thereof, substantially in the form of Exhibit A-30 attached hereto,
and evidencing a proportionate interest in the Additional Interest
that is described in Section 4.01(b).
“
Closing Date ”: June 30, 2005.
“
CMSA ”: The Commercial Mortgage Securities
Association (formerly the Commercial Real Estate Secondary Market
and Securitization Association) or any successor
organization.
“
CMSA Advance Recovery Report ”: The report
substantially in the form of, and containing the information called
for in, the downloadable form of the “Advance Recovery
Report” available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and
containing such additional information as may from time to time be
approved by the CMSA for commercial mortgage securities
transactions generally.
“
CMSA Bond File ”: The monthly report
substantially in the form of, and containing the information called
for in, the downloadable form of the “CMSA Bond Level
File” available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and
containing such additional information as may from time to time be
approved by the CMSA for commercial mortgage securities
transactions generally.
“
CMSA Collateral Summary File ”: The report
substantially in the form of, and containing the information called
for in, the downloadable form of the “Collateral Summary
File” available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and
containing such additional information as may from time to time be
approved by the CMSA for commercial mortgage securities
transactions generally.
“
CMSA Comparative Financial Status Report ”: The
report substantially in the form of, and containing the
