EXHIBIT 4.1
MORGAN STANLEY CAPITAL I INC.,
as Depositor,
GMAC COMMERCIAL MORTGAGE CORPORATION,
as General Master Servicer,
J.E. ROBERT COMPANY, INC.,
as General Special Servicer,
NCB, FSB,
as NCB Master Servicer,
NATIONAL CONSUMER COOPERATIVE BANK,
as Co-op Special Servicer
and
WELLS FARGO BANK, N.A.,
as Trustee, Paying Agent and Certificate Registrar.
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-IQ10
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1
Definitions..................................................
Section 1.2 Calculations Respecting
Mortgage Loans.......................
Section 1.3 Calculations Respecting
Accrued Interest.....................
Section 1.4
Interpretation...............................................
Section 1.5 ARD
Loan.....................................................
Section 1.6 L-3 Communications Mortgage
Loan.............................
ARTICLE II
DECLARATION OF TRUST;
ISSUANCES OF CERTIFICATES
Section 2.1 Conveyance of Mortgage
Loans.................................
Section 2.2 Acceptance by
Trustee........................................
Section 2.3 Repurchase of Mortgage Loans
for Material Document
Defects and Material Breaches of Representations
and Warranties..............................................
Section 2.4 Representations and
Warranties...............................
Section 2.5 Conveyance of
Interests......................................
ARTICLE III
THE CERTIFICATES
Section 3.1 The
Certificates.............................................
Section 3.2
Registration.................................................
Section 3.3 Transfer and Exchange of
Certificates........................
Section 3.4 Mutilated, Destroyed, Lost
or Stolen Certificates............
Section 3.5 Persons Deemed
Owners........................................
Section 3.6 Access to List of
Certificateholders' Names and Addresses....
Section 3.7 Book-Entry
Certificates......................................
Section 3.8 Notices to Clearing
Agency...................................
Section 3.9 Definitive
Certificates......................................
ARTICLE IV
ADVANCES
Section 4.1 P&I Advances by the
Master Servicers.........................
Section 4.2 Servicing
Advances...........................................
Section 4.3 Advances by the
Trustee......................................
Section 4.4 Evidence of
Nonrecoverability................................
Section 4.5 Interest on Advances;
Calculation of Outstanding
Advances with Respect to a Mortgage Loan....................
Section 4.6 Reimbursement of Advances
and Advance Interest...............
ARTICLE V
ADMINISTRATION OF THE TRUST
Section 5.1
Collections..................................................
Section 5.2 Application of Funds in the
Certificate Accounts
and Interest Reserve Accounts...............................
Section 5.3 Distribution Account, Excess
Interest Sub-account,
Reserve Account and Floating Rate Account...................
Section 5.4 Paying Agent
Reports.........................................
Section 5.5 Paying Agent Tax
Reports.....................................
ARTICLE VI
DISTRIBUTIONS
Section 6.1 Distributions
Generally......................................
Section 6.2 REMIC
I......................................................
Section 6.3 REMIC
II.....................................................
Section 6.4
Reserved.....................................................
Section 6.5 REMIC
III....................................................
Section 6.6 Allocation of Realized
Losses, Expense Losses and
Shortfalls Due to Nonrecoverability.........................
Section 6.7 Net Aggregate Prepayment
Interest Shortfalls.................
Section 6.8 Adjustment of Servicing
Fees.................................
Section 6.9 Appraisal
Reductions.........................................
Section 6.10 Compliance with Withholding
Requirements.....................
Section 6.11 Prepayment Premiums and Yield
Maintenance Charges............
Section 6.12 Other
Distributions..........................................
ARTICLE VII
CERTAIN MATTERS CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 7.1 Duties of the Trustee and
the Paying Agent...................
Section 7.2 Certain Matters Affecting
the Trustee and the Paying Agent...
Section 7.3 The Trustee and the Paying
Agent Not Liable for
Certificates or Interests or Mortgage Loans.................
Section 7.4 The Trustee and the Paying
Agent May Own Certificates........
Section 7.5 Eligibility Requirements for
the Trustee and the
Paying Agent................................................
Section 7.6 Resignation and Removal of
the Trustee or the Paying Agent...
Section 7.7 Successor Trustee or Paying
Agent............................
Section 7.8 Merger or Consolidation of
Trustee or Paying Agent...........
Section 7.9 Appointment of Co-Trustee,
Separate Trustee,
Agents or Custodian.........................................
Section 7.10 Authenticating
Agents........................................
Section 7.11 Indemnification of the Trustee and
the Paying Agent..........
Section 7.12 Fees and Expenses of Trustee and
the Paying Agent............
Section 7.13 Collection of
Moneys.........................................
Section 7.14 Trustee to Act; Appointment of
Successor.....................
Section 7.15 Notification to
Holders......................................
Section 7.16 Representations and Warranties of
the Trustee and
the Paying
Agent............................................
Section 7.17 Fidelity Bond and Errors and
Omissions Insurance Policy
Maintained by the Trustee and the Paying Agent..............
ARTICLE VIII
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 8.1 Servicing Standard;
Servicing Duties.........................
Section 8.2 Fidelity Bond and Errors and
Omissions Insurance
Policy Maintained by the Master Servicers...................
Section 8.3 Master Servicers' General
Power and Duties...................
Section 8.4 Primary Servicing and
Sub-Servicing..........................
Section 8.5 Servicers May Own
Certificates...............................
Section 8.6 Maintenance of Hazard
Insurance, Other Insurance and Taxes...
Section 8.7 Enforcement of Due-On-Sale
Clauses; Assumption Agreements;
Due-On-Encumbrance Clause...................................
Section 8.8 Trustee to Cooperate;
Release of Trustee Mortgage Files......
Section 8.9 Documents, Records and Funds
in Possession of
the Master Servicers to Be Held for the Trustee for
the Benefit of the Certificateholders.......................
Section 8.10 Servicing
Compensation.......................................
Section 8.11 Master Servicer Reports; Account
Statements..................
Section 8.12 Annual Statement as to
Compliance............................
Section 8.13 Annual Independent Public
Accountants' Servicing Report......
Section 8.14 Operating Statement Analysis
Reports Regarding the
Mortgaged Properties........................................
Section 8.15 Other Available Information and
Certain Rights of
the Master
Servicer.........................................
Section 8.16 Rule 144A
Information........................................
Section 8.17
Inspections..................................................
Section 8.18 Modifications, Waivers,
Amendments, Extensions and Consents..
Section 8.19 Specially Serviced Mortgage
Loans............................
Section 8.20 Representations, Warranties and
Covenants of the Master
Servicers...................................................
Section 8.21 Merger or
Consolidation......................................
Section 8.22 Resignation of the Master
Servicer...........................
Section 8.23 Assignment or Delegation of Duties
by the Master Servicer....
Section 8.24 Limitation on Liability of the
Master Servicers and Others...
Section 8.25 Indemnification; Third-Party
Claims..........................
Section 8.26 1934 Act
Reporting...........................................
Section 8.27 Compliance with REMIC Provisions
and Grantor
Trust Provisions............................................
Section 8.28
Termination..................................................
Section 8.29 Procedure Upon
Termination...................................
Section 8.30 Swap
Contract................................................
ARTICLE IX
ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED
MORTGAGE LOANS BY THE SPECIAL SERVICERS
Section 9.1 Duties of the Special
Servicers..............................
Section 9.2 Fidelity Bond and Errors and
Omissions Insurance
Policy of the Special Servicers.............................
Section 9.3
Sub-Servicers................................................
Section 9.4 Special Servicers' General
Powers and Duties.................
Section 9.5 "Due-On-Sale" Clauses;
Assignment and Assumption
Agreements; Modifications of Specially Serviced
Mortgage Loans; Due-On-Encumbrance Clauses..................
Section 9.6 Release of Mortgage
Files....................................
Section 9.7 Documents, Records and Funds
in Possession of the
Special Servicers to Be Held for the Trustee................
Section 9.8 Representations, Warranties
and Covenants of the
Special Servicers...........................................
Section 9.9 Standard Hazard, Flood and
Comprehensive General
Liability Insurance Policies................................
Section 9.10 Presentment of Claims and
Collection of Proceeds.............
Section 9.11 Compensation to the Special
Servicer.........................
Section 9.12 Realization Upon Defaulted
Mortgage Loans....................
Section 9.13
Foreclosure..................................................
Section 9.14 Operation of REO
Property....................................
Section 9.15 Sale of REO
Property.........................................
Section 9.16 Realization on Collateral
Security...........................
Section 9.17
[Reserved]...................................................
Section 9.18 Annual Officer's Certificate as to
Compliance................
Section 9.19 Annual Independent Accountants'
Servicing Report.............
Section 9.20 Merger or
Consolidation......................................
Section 9.21 Resignation of the Special
Servicer..........................
Section 9.22 Assignment or Delegation of Duties
by the Special Servicers..
Section 9.23 Limitation on Liability of the
Special Servicers and Others..
Section 9.24 Indemnification; Third-Party
Claims..........................
Section 9.25
Reserved.....................................................
Section 9.26 Special Servicers May Own
Certificates.......................
Section 9.27 Tax
Reporting................................................
Section 9.28 Application of Funds
Received................................
Section 9.29 Compliance with REMIC Provisions
and Grantor
Trust Provisions............................................
Section 9.30
Termination..................................................
Section 9.31 Procedure Upon
Termination...................................
Section 9.32 Certain Special Servicer
Reports.............................
Section 9.33 Special Servicers to Cooperate
with the Master
Servicers and Paying Agent..................................
Section 9.34
Reserved.....................................................
Section 9.35
Reserved.....................................................
Section 9.36 Sale of Defaulted Mortgage
Loans.............................
Section 9.37 Operating Adviser;
Elections.................................
Section 9.38 Limitation on Liability of
Operating Adviser.................
Section 9.39 Rights of Operating
Adviser..................................
ARTICLE X
PURCHASE AND TERMINATION OF THE TRUST
Section 10.1 Termination of Trust Upon
Repurchase or
Liquidation of All Mortgage Loans...........................
Section 10.2 Procedure Upon Termination of
Trust..........................
Section 10.3 Additional Trust Termination
Requirements....................
ARTICLE XI
RIGHTS OF CERTIFICATEHOLDERS
Section 11.1 Limitation on Rights of
Holders..............................
Section 11.2 Access to List of
Holders....................................
Section 11.3 Acts of Holders of
Certificates..............................
ARTICLE XII
REMIC AND GRANTOR TRUST ADMINISTRATION
Section 12.1 REMIC
Administration.........................................
Section 12.2 Prohibited Transactions and
Activities.......................
Section 12.3 Modifications of Mortgage
Loans..............................
Section 12.4 Liability with Respect to Certain
Taxes and
Loss of REMIC Status........................................
Section 12.5 Grantor Trust
Administration.................................
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.1 Binding Nature of
Agreement..................................
Section 13.2 Entire
Agreement.............................................
Section 13.3
Amendment....................................................
Section 13.4 GOVERNING
LAW................................................
Section 13.5
Notices......................................................
Section 13.6 Severability of
Provisions...................................
Section 13.7 Indulgences; No
Waivers......................................
Section 13.8 Headings Not to Affect
Interpretation........................
Section 13.9 Benefits of
Agreement........................................
Section 13.10 Special Notices to the Rating
Agencies.......................
Section 13.11
Counterparts.................................................
Section 13.12 Intention of
Parties.........................................
Section 13.13 Recordation of
Agreement.....................................
Section 13.14 Rating Agency Monitoring
Fees................................
EXHIBITS AND SCHEDULES
----------------------
EXHIBIT A-1 Form
of Class A-1 Certificate
EXHIBIT A-2 Form
of Class A-1A Certificate
EXHIBIT A-3 Form
of Class A-2 Certificate
EXHIBIT A-4 Form
of Class A-3-1FL Certificate
EXHIBIT A-5 Form
of Class A-3-1 Certificate
EXHIBIT A-6 Form
of Class A-3-2 Certificate
EXHIBIT A-7 Form
of Class A-AB Certificate
EXHIBIT A-8 Form
of Class A-4A Certificate
EXHIBIT A-9 Form
of Class A-4B Certificate
EXHIBIT A-10 Form of
Class X-2 Certificate
EXHIBIT A-11 Form of
Class A-J Certificate
EXHIBIT A-12 Form of
Class B Certificate
EXHIBIT A-13 Form of
Class C Certificate
EXHIBIT A-14 Form of
Class D Certificate
EXHIBIT A-15 Form of
Class E Certificate
EXHIBIT A-16 Form of
Class F Certificate
EXHIBIT A-17 Form of
Class G Certificate
EXHIBIT A-18 Form of
Class H Certificate
EXHIBIT A-19 Form of
Class J Certificate
EXHIBIT A-20
Form
of Class K Certificate
EXHIBIT A-21 Form of
Class L Certificate
EXHIBIT A-22 Form of
Class M Certificate
EXHIBIT A-23 Form of
Class N Certificate
EXHIBIT A-24 Form of
Class O Certificate
EXHIBIT A-25 Form of
Class P Certificate
EXHIBIT A-26 Form of
Class EI Certificate
EXHIBIT A-27 Form of
Class EI-L3 Certificate
EXHIBIT A-28 Form of
Class R-I Certificate
EXHIBIT A-29 Form of
Class R-II Certificate
EXHIBIT A-30 Form of
Class R-III Certificate
EXHIBIT A-31 Form of
Class X-1 Certificate
EXHIBIT A-32 Form of
Class X-Y Certificate
EXHIBIT
B-1 Form
of Initial Certification of Trustee
(Section 2.2)
EXHIBIT B-2 Form
of Final Certification of Trustee
(Section 2.2)
EXHIBIT C
Form of Request for Release
EXHIBIT D-1 Form
of Transferor Certificate for Transfers to
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-2A Form I of
Transferee Certificate for Transfers of
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-2B Form II of
Transferee Certificate for Transfers of
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-3A Form I of
Transferee Certificate for Transfers of
Interests in Book-Entry Privately Offered
Certificates (Section 3.3(c))
EXHIBIT D-3B Form II of
Transferee Certificate for Transfers of
Interests in Book-Entry Privately Offered
Certificates (Section 3.3(c))
EXHIBIT E-1 Form
of Transfer Affidavit and Agreement for
Transfers of REMIC Residual Certificates (Section
3.3(e))
EXHIBIT E-2 Form
of Transferor Certificate for Transfers of
REMIC Residual Certificates (Section 3.3(e))
EXHIBIT F
Form of Transferor Certificate for Transfers of
Regulation S Certificates
EXHIBIT G
Reserved
EXHIBIT H
Form of Exchange Certification
EXHIBIT I
Form of EUROCLEAR or Clearstream Certificate
(Section 3.7(d))
EXHIBIT J
List of Loans to Which Excess Servicing Fees Are
Paid
EXHIBIT K-1 Form
of Mortgage Loan Purchase Agreement I (MSMC)
EXHIBIT K-2 Form
of Mortgage Loan Purchase Agreement II (IXIS)
EXHIBIT K-3 Form
of Mortgage Loan Purchase Agreement III (MM)
EXHIBIT K-4 Form
of Mortgage Loan Purchase Agreement IV (NCB,
FSB)
EXHIBIT K-5 Form
of Mortgage Loan Purchase Agreement V (UCMFI)
EXHIBIT K-6 Form
of Mortgage Loan Purchase Agreement VI
(SunTrust)
EXHIBIT L
Reserved
EXHIBIT M
Form of Monthly Certificateholders Report (Section
5.4(a))
EXHIBIT N
Reserved
EXHIBIT O
Reserved
EXHIBIT P
Reserved
EXHIBIT Q
Reserved
EXHIBIT R
Reserved
EXHIBIT S-1A Form of
Power of Attorney to General Master
Servicer (Section 8.3(c))
EXHIBIT S-1B Form of
Power of Attorney to NCB Master Servicer
(Section 8.3(c))
EXHIBIT S-2A Form of
Power of Attorney to General Special
Servicer (Section 9.4(a))
EXHIBIT S-2B Form of
Power of Attorney to Co-op Special
Servicer (Section 9.4(a))
EXHIBIT T
Reserved
EXHIBIT U
Form of Assignment and Assumption Submission to
Special Servicer (Section 8.7(a))
EXHIBIT V
Form of Additional Lien, Monetary Encumbrance
and Mezzanine Financing Submission Package to the
Special Servicer (Section 8.7(h))
EXHIBIT W
Reserved
EXHIBIT X
Reserved
EXHIBIT Y
Investor Certification (Section 5.4(a))
EXHIBIT Z
Form of Notice and Certification regarding
Defeasance of Mortgage Loan (Section 8.3(h))
EXHIBIT AA
Form of Performance Certification
(Section 8.26(b))
SCHEDULE I
MSMC Loan Schedule
SCHEDULE II IXIS
Loan Schedule
SCHEDULE III MM Loan
Schedule
SCHEDULE IV NCB,
FSB Loan Schedule
SCHEDULE V
UCMFI Loan Schedule
SCHEDULE VI
SunTrust Loan Schedule
SCHEDULE VII List of
Escrow Accounts Not Currently Eligible
Accounts (Section 8.3(e))
SCHEDULE VIII Certain Escrow
Accounts for Which a Report Under
Section 5.1(g) is Required
SCHEDULE IX List
of Mortgagors that are Third-Party
Beneficiaries Under Section 2.3(a)
SCHEDULE X
Reserved
SCHEDULE XI
Earn-Out Reserves
SCHEDULE XII List of
Mortgage Loans for which a Scheduled
Payment is Due After the End of a Collection
Period
SCHEDULE XIII List of Mortgage
Loans that Permit Voluntary
Principal Prepayment Without Payment of a Full
Month's Interest
SCHEDULE XIV Rates Used
in Determination of Class X
Pass-Through Rates ("Class X-1 Strip Rate" and
"Class X-2 Strip Rate")
SCHEDULE XV
Class A-AB Planned Principal Balance
<PAGE>
THIS POOLING AND SERVICING AGREEMENT is dated as of October 1,
2005
(this "Agreement") among MORGAN STANLEY
CAPITAL I INC., a Delaware corporation,
as depositor (the "Depositor"), GMAC
COMMERCIAL MORTGAGE CORPORATION, as a
master servicer (the "General Master
Servicer"), J.E. ROBERT COMPANY, INC., as a
special servicer (the "General Special
Servicer"), NCB, FSB, as a master
servicer (the "NCB Master Servicer"),
NATIONAL CONSUMER COOPERATIVE BANK, as a
special servicer (the "Co-op Special
Servicer"), and WELLS FARGO BANK, N.A., as
trustee of the Trust, as paying agent and
as certificate registrar (the
"Trustee," "Paying Agent" and "Certificate
Registrar").
PRELIMINARY STATEMENT
On the Closing Date, the Depositor will acquire the Mortgage
Loans
from Morgan Stanley Mortgage Capital Inc.,
as seller ("MSMC"), IXIS Real Estate
Capital, Inc., as seller ("IXIS"),
Massachusetts Mutual Life Insurance Company,
as seller ("MM"), NCB, FSB, as seller
("NCB, FSB"), Union Central Mortgage
Funding, Inc., as seller ("UCMFI") and
SunTrust Bank, as seller ("SunTrust"),
and will be the owner of the Mortgage Loans
and the other property being
conveyed by it to the Trustee for inclusion
in the Trust which is hereby
created. On the Closing Date, the Depositor
will acquire (i) the REMIC I Regular
Interests and the Class R-I Certificates as
consideration for its transfer to
the Trust of the Mortgage Loans (other than
any Excess Interest or Additional
L-3 Interest payable thereon) and the other
property constituting REMIC I; (ii)
the REMIC II Regular Interests and the
Class R-II Certificates as consideration
for its transfer of the REMIC I Regular
Interests to the Trust; (iii) the REMIC
III Certificates and the Class A-3-1FL
Regular Interest as consideration for its
transfer of the REMIC II Regular Interests
to the Trust; (iv) the Class A-3-1FL
Certificates as consideration for its
transfer of the Class A-3-1FL Regular
Interest to the Trust and for the Trustee,
on behalf of the Trust, entering into
the Swap Contract, (v) the Class EI
Certificates as consideration for its
transfer of the Excess Interest to the
Trust and (vi) the Class EI-L3
Certificates as consideration for its
transfer of the Additional L-3 Interest to
the Trust. The Depositor has duly
authorized the execution and delivery of this
Agreement to provide for the foregoing and
the issuance of (A) the REMIC I
Regular Interests and the Class R-I
Certificates representing in the aggregate
the entire beneficial ownership of REMIC I,
(B) the REMIC II Regular Interests
and the Class R-II Certificates
representing in the aggregate the entire
beneficial ownership of REMIC II, (C) the
REMIC III Certificates and the Class
A-3-1FL Regular Interest representing in
the aggregate the entire beneficial
ownership of REMIC III, (D) the Class
A-3-1FL Certificates representing in the
aggregate the entire beneficial ownership
of the Class A-3-1FL Grantor Trust and
(E) the Class EI and Class EI-L3
Certificates representing in the aggregate the
entire beneficial ownership of the Class
EI/Class EI-L3 Grantor Trust.
Excess Interest received on the Mortgage Loans and Additional
L-3
Interest shall be held in the Class
EI/Class EI-L3 Grantor Trust for the benefit
of the Class EI Certificates (as to the
portion of the Class EI/Class EI-L3
Grantor Trust comprised of Excess Interest)
and Class EI-L3 Certificates (as to
the portion of the Class EI/Class EI-L3
Grantor Trust comprised of Additional
L-3 Interest). All covenants and agreements
made by the Depositor and the
Trustee herein with respect to the Mortgage
Loans and the other property
constituting the Trust are for the benefit
of the Holders of the REMIC I Regular
Interests, the REMIC II Regular Interests,
the REMIC Regular Certificates, the
Class EI Certificates, the Class EI-L3
Certificates, the Residual Certificates,
the Class A-3-1FL Regular Interest and the
Swap Counterparty. The parties hereto
are entering into this Agreement, and the
Trustee is accepting the trusts
created hereby, for good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged.
The Class A-1, Class A-1A, Class A-2, Class A-3-1FL, Class
A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class
A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates will be
offered for sale pursuant to the
prospectus (the "Prospectus") dated June 7,
2005, as supplemented by the
preliminary prospectus supplement dated
September 30, 2005 (together with the
Prospectus, the "Preliminary Prospectus
Supplement"), and as further
supplemented by the final prospectus
supplement dated October 12, 2005 (together
with the Prospectus, the "Final Prospectus
Supplement") and the Class X-1, Class
X-Y, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class EI
Certificates and Class EI-L3 Certificates
will be offered for sale pursuant to a
Private Placement Memorandum dated
October 12, 2005.
REMIC I
Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific
Mortgage Loan. Each Corresponding REMIC I
Regular Interest (other than the Group X-Y
REMIC I Regular Interests) will have
a pass-through rate equal to the REMIC I
Net Mortgage Rate of the related
Mortgage Loan, an initial principal amount
(the initial "Certificate Balance")
equal to the Scheduled Principal Balance as
of the Cut-Off Date (as herein
defined) of the Mortgage Loan to which the
Corresponding REMIC I Regular
Interest relates, and a latest possible
maturity date set to the Final Rated
Distribution Date (as defined herein). Each
Group X-Y REMIC I Regular Interest
will relate to a specific Specially
Designated Co-op Loan. Each Group X-Y REMIC
I Regular Interest will have a Pass-Through
Rate equal to the Class X-Y Strip
Rate, an initial notional amount equal to
the Scheduled Principal Balance as of
the Cut-Off Date of the Specially
Designated Co-op Loan to which such Group X-Y
REMIC I Regular Interest relates, and a
latest possible maturity date set to the
Final Rated Distribution Date. Neither
Excess Interest nor Additional L-3
Interest shall be included as an asset of
REMIC I. The Class R-I Certificates
will be designated as the sole Class of
residual interests in REMIC I and will
have no Certificate Balance and no
Pass-Through Rate, but will be entitled to
receive the proceeds of any assets
remaining in REMIC I after all Classes of
REMIC I Regular Interests have been paid in
full.
REMIC II
The REMIC II Regular Interests have the pass-through rates and
Certificate Balances or Notional Amount set
forth in the definition thereof. The
Class R-II Certificates will be designated
as the sole Class of residual
interests in REMIC II and will have no
Certificate Balance and no Pass-Through
Rate, but will be entitled to receive the
proceeds of any assets remaining in
REMIC II after all Classes of REMIC II
Regular Interests have been paid in full.
The following table sets forth the Class or Component
designation,
the corresponding REMIC II Regular Interest
(the "Corresponding REMIC II Regular
Interest"), the Corresponding Components of
the Class X-1 or Class X-2
Certificates (the "Correpsonding
Components") and the Original Class REMIC II
Certificate Balance for each Class of
Principal Balance Certificates (and in the
case of the Class A-3-1FL Certificates, the
Class A-3-1FL Regular Interest) (the
"Corresponding Certificates").
<TABLE>
<CAPTION>
Corresponding
Original Class
Corresponding REMIC II
Original REMIC II
Components of Class
Corresponding
Certificate Balance or
Regular
Certificate Balance or
X-1 or Class X-2
Certificates
Notional Balance
Interests (1)
Notional Balance
Certificates (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class A-1
$75,150,000
A-1-1
$8,951,000
A-1-1
A-1-2
$57,241,000
A-1-2
A-1-3
$8,958,000
A-1-3
Class A-1A
$231,768,000
A-1A-1
$2,296,000
A-1A-1
A-1A-2
$10,808,000
A-1A-2
A-1A-3
$10,923,000
A-1A-3
A-1A-4
$10,430,000
A-1A-4
A-1A-5
$17,475,000
A-1A-5
A-1A-6
$9,294,000
A-1A-6
A-1A-7
$8,782,000
A-1A-7
A-1A-8
$14,859,000
A-1A-8
A-1A-9
$146,901,000
A-1A-9
Class A-2
$50,000,000
A-2
$50,000,000
A-2
Class A-3-1FL
$75,000,000
A-3-1FL-1(2)
$287,000
A-3-1FL-1
A-3-1FL-2(2)
$28,280,000
A-3-1FL-2
A-3-1FL-3(2)
$39,380,000
A-3-1FL-3
A-3-1FL-4(2)
$7,053,000
A-3-1FL-4
Class A-3-1
$78,000,000
A-3-1-1
$298,000
A-3-1-1
A-3-1-2
$29,412,000
A-3-1-2
A-3-1-3
$40,955,000
A-3-1-3
A-3-1-4
$7,335,000
A-3-1-4
Class A-3-2
$50,000,000
A-3-2-1
$37,196,000
A-3-2-1
A-3-2-2
$12,804,000
A-3-2-2
Class A-AB
$75,000,000
A-AB-1
$17,384,000
A-AB-1
A-AB-2
$57,616,000
A-AB-2
Class A-4A
$527,250,000
A-4A-1
$114,094,000
A-4A-1
A-4A-2
$43,957,000
A-4A-2
A-4A-3
$369,199,000
A-4A-3
Class A-4B
$75,322,000
A-4B
$75,322,000
A-4B
Class A-J
$129,549,000
A-J
$129,549,000
A-J
Class X-Y
N/A
X-Y
$139,729,337
N/A
Class B
$30,938,000
B-1
$9,283,000
B-1
B-2
$16,977,000
B-2
B-3
$4,678,000
B-3
Class C
$11,601,000
C-1
$616,000
C-1
C-2
$10,985,000
C-2
Class D
$25,137,000
D-1
$2,439,000
D-1
D-2
$22,698,000
D-2
Class E
$13,535,000
E
$13,535,000
E
Class F
$19,335,000
F-1
$9,070,000
F-1
F-2
$10,265,000
F-2
Class G
$11,602,000
G
$11,602,000
G
Class H
$17,402,000
H-1
$9,832,000
H-1
H-2
$7,570,000
H-2
Class J
$3,867,000
J
$3,867,000
J
Class K
$7,734,000
K
$7,734,000
K
Class L
$5,801,000
L
$5,801,000
L
Class M
$5,801,000
M
$5,801,000
M
Class N
$3,867,000
N
$3,867,000
N
Class O
$5,801,000
O
$5,801,000
O
Class P
$17,402,538
P
$17,402,538
P
</TABLE>
------------------------------------
(1) The REMIC II Regular
Interests and the Components of the Class X-1 and
Class X-2
Certificates that correspond to any particular Class of
Principal Balance Certificates
also correspond to each other and,
accordingly, constitute the "Corresponding REMIC II Regular
Interest" and
the
"Corresponding Components," respectively, with respect to each
other.
(2) REMIC II Regular Interests
A-3-1FL-1, A-3-1FL-2, A-3-1FL-3 and A-3-1FL-4
correspond, in the aggregate, to the Class A-3-1FL Regular
Interest,
having an
initial Certificate Balance of $75,000,000.
REMIC III
The following sets forth the Class designation, Pass-Through
Rate,
initial Aggregate Certificate Balance (or
initial Notional Amount) and Final
Scheduled Distribution Date for each Class
of REMIC III Certificates comprising
the interests in REMIC III created
hereunder.
<TABLE>
<CAPTION>
Initial Aggregate Certificate
REMIC III Regular Interest
Approximate Initial
Balance
Final Scheduled
Designation
Pass-Through Rate (a)
or Notional Amount
Distribution Date (b)
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
Class A-1
4.914%
$75,150,000
October 15, 2010
Class A-1A
5.214%
$231,768,000
September 15, 2015
Class A-2
5.126%
$50,000,000
October 15, 2010
Class A-3-1FL
5.251%
$75,000,000
April 15, 2012
Class A-3-1
5.251%
$78,000,000
April 15, 2012
Class A-3-2
5.253%
$50,000,000
August 15, 2013
Class A-AB
5.178%
$75,000,000
July 15, 2014
Class A-4A
5.230%
$527,250,000
August 15, 2015
Class A-4B
5.284%
$75,322,000
August 15, 2015
Class A-J
5.446%
$129,549,000
September 15, 2015
Class X-1
0.043%
$1,546,862,538
N/A
Class X-2
0.233%
$1,502,744
N/A
Class X-Y
0.102%
$139,729,337
N/A
Class B
5.495%
$30,938,000
October 15, 2015
Class C
5.513%
$11,601,000
October 15, 2015
Class D
5.513%
$25,137,000
October 15, 2015
Class E
5.513%
$13,535,000
October 15, 2015
Class F
5.513%
$19,335,000
August 15, 2016
Class G
5.513%
$11,602,000
December 15, 2016
Class H
5.513%
$17,402,000
November 15, 2017
Class J
4.944%
$3,867,000
November 15, 2017
Class K
4.944%
$7,734,000
July 15, 2018
Class L
4.944%
$5,801,000
July 15, 2019
Class M
4.944%
$5,801,000
March 15, 2020
Class N
4.944%
$3,867,000
July 15, 2020
Class O
4.944%
$5,801,000
September 15, 2020
Class P
4.944%
$17,402,538
August 15, 2030
Class R-III (c)
N/A
N/A
N/A
</TABLE>
--------------------------
(a) On each Distribution Date
after the initial Distribution Date, the
Pass-Through Rate for each Class of Certificates will be determined
as
described
herein under the definition of "Pass-Through Rate."
(b) The Final Scheduled
Distribution Date for each Class of Certificates
assigned a
rating is the Distribution Date on which such Class is expected
to be paid
in full, assuming that timely payments (and no prepayments)
will be
made on the Mortgage Loans in accordance with their terms
(except
that each
ARD Loan will be prepaid in full on its Anticipated Repayment
Date) in
the case of the REMIC III Regular Interests.
(c) The Class R-III Certificates
will be entitled to receive the proceeds of
any
remaining assets in REMIC III after the principal amounts of all
REMIC
III
Regular Interests have been reduced to zero and any Realized
Losses
previously allocated thereto
(and any interest thereon) have been
reimbursed.
Class EI/Class EI-L3 Grantor Trust
Each Class EI Certificate will be entitled to Excess Interest
and
each Class EI-L3 Certificate will be
entitled to Additional L-3 Interest
(neither of which will be a part of any
REMIC Pool). The parties intend that (i)
the portions of the Trust representing the
Excess Interest, Additional L-3
Interest and the Excess Interest
Sub-account shall be treated as a grantor trust
under subpart E of Part 1 of subchapter J
of Chapter 1 of Subtitle A of the
Code, (ii) the Class EI Certificates shall
represent undivided beneficial
interests in the portion of the Trust
consisting of the entitlement to receive
Excess Interest and (iii) the Class EI-L3
Certificates shall represent undivided
beneficial interests in the portion of the
Trust consisting of the entitlement
to receive Additional L-3 Interest
(collectively, the "Class EI/Class EI-L3
Grantor Trust").
As of the
Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,546,862,539.
Class A-3-1FL Grantor Trust
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will treat the
segregated pool of assets consisting of (i)
the Class A-3-1FL Regular Interest (bearing
a fixed rate of interest at 5.251%
per annum subject to a cap equal to the
Weighted Average REMIC I Net Mortgage
Rate) and the Swap Contract and all
payments under the Class A-3-1FL Regular
Interest and the Swap Contract and (ii) all
funds and assets on deposit from
time to time in the Floating Rate Account
as a separate grantor trust within the
meaning of subpart E, part I of Subchapter
J of Chapter 1 of Subtitle A of the
Code. The Class A-3-1FL Certificates will
be treated as undivided beneficial
interests in the Class A-3-1FL Grantor
Trust.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election
for the segregated pool of assets
described in the first paragraph of Section
12.1(a) hereof (including the
Mortgage Loans (other than the Excess
Interest and Additional L-3 Interest
payable with respect to such Mortgage
Loans)) to be treated for federal income
tax purposes as a real estate mortgage
investment conduit ("REMIC I"). The REMIC
I Regular Interests will be designated as
the "regular interests" in REMIC I and
the Class R-I Certificates will be
designated as the sole Class of "residual
interests" in REMIC I for purposes of the
REMIC Provisions.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election
for the segregated pool of assets
described in the second paragraph of
Section 12.1(a) hereof consisting of the
REMIC I Regular Interests to be treated for
federal income tax purposes as a
real estate mortgage investment conduit
("REMIC II"). The REMIC II Regular
Interests will be designated as the
"regular interests" in REMIC II and the
Class R-II Certificates will be designated
as the sole Class of "residual
interests" in REMIC II for purposes of the
REMIC Provisions.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election
for the segregated pool of assets
described in the third paragraph of Section
12.1(a) hereof consisting of the
REMIC II Regular Interests to be treated
for federal income tax purposes as a
real estate mortgage investment conduit
("REMIC III"). The REMIC III Regular
Interests (including, in the case of the
Class A-3-1FL Certificates, the Class
A-3-1FL Regular Interest represented by the
Class A-3-1FL Certificates) will be
designated as the "regular interests" in
REMIC III and the Class R-III
Certificates (together with the REMIC
Regular Certificates, the "REMIC III
Certificates") will be designated as the
sole Class of "residual interests" in
REMIC III for purposes of the REMIC
Provisions.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
"Accountant" means a Person engaged in the practice of
accounting
who is Independent.
"Accrued Certificate Interest" means, with respect to each
Distribution Date and any Class of
Interests or Principal Balance Certificates,
interest accrued during the Interest
Accrual Period relating to such
Distribution Date on the Aggregate
Certificate Balance of such Class or Interest
as of the close of business on the
immediately preceding Distribution Date at
the respective rates per annum set forth in
the definition of the applicable
Pass-Through Rate for each such Class.
Accrued Certificate Interest on the Class
X-1 and Class X-2 Certificates for each
Distribution Date will equal the Accrued
Component Interest for the related Interest
Accrual Period for all of their
respective Components for such Distribution
Date. Accrued Certificate Interest
on the Class X-Y Certificates for each
Distribution Date will equal the Class
X-Y Interest Amount.
"Accrued Component Interest" With respect to each Component of
the
Class X-1 and Class X-2 Certificates for
any Distribution Date, one month's
interest at the Class X-1 Strip Rate or
Class X-2 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.
"Acquisition Date" means the date upon which, under the Code (and
in
particular the REMIC Provisions and Section
856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a
Mortgaged Property (or an interest
therein, in the case of each Mortgaged
Property securing any Loan Group).
"Additional L-3 Interest" means, in respect of the L-3
Communications Mortgage Loan, additional
interest in the amount of seven basis
points (0.07%) above the related Mortgage
Rate payable by the related Mortgagor
in the event such Mortgagor obtains
mezzanine financing that causes the
aggregate loan-to-value ratio of such
mezzanine financing and Mortgage Loan No.
3 to exceed 73%. Additional L-3 Interest on
the L-3 Communications Mortgage Loan
is an asset of the Trust, but shall not be
an asset of any REMIC Pool formed
hereunder.
"Additional Trust Expense" means any of the following items:
(i)
Special Servicing Fees, Work-Out Fees and
Liquidation Fees (to the extent not
collected from the related Mortgagor or
paid from Late Fees or default interest
as provided in Section 4.5, (ii) Advance
Interest that cannot be paid from Late
Fees and default interest in accordance
with Section 4.6(c); (iii) amounts paid
to indemnify the Master Servicers, the
Special Servicers, any Primary Servicer,
the Certificate Registrar, the Trustee, the
Paying Agent (or any other Person)
pursuant to the terms of this Agreement;
(iv) to the extent not otherwise paid,
any federal, state, or local taxes imposed
on the Trust or its assets and paid
from amounts on deposit in the Certificate
Accounts or Distribution Account, (v)
the amount of any Advance plus interest due
thereon and Unliquidated Advances
that are not recovered from the proceeds of
a Mortgage Loan or Loan Group upon a
Final Recovery Determination and (vi) to
the extent not included in the
calculation of a Realized Loss and not
covered by indemnification by one of the
parties hereto or otherwise, any other
unanticipated cost, liability, or expense
(or portion thereof) of the Trust
(including costs of collecting such amounts or
other Additional Trust Expenses) which the
Trust has not recovered, and in the
judgment of the Master Servicer (or the
Special Servicer, in the case of a
Specially Serviced Mortgage Loan) will not,
recover from the related Mortgagor
or Mortgaged Property or otherwise,
including a Modification Loss described in
clause (ii) of the definition thereof.
Notwithstanding anything in this
Agreement to the contrary, "Additional
Trust Expenses" shall not include
allocable overhead of a Master Servicer, a
Special Servicer, the Trustee, the
Paying Agent or the Certificate Registrar
such as costs for office space, office
equipment, supplies and related expenses,
employee salaries and related
expenses, and similar internal costs and
expenses, except to the extent
specifically allowed in this Agreement.
"Adjusted Mortgage Rate" means, with respect to any Mortgage
Loan
that accrues interest on the basis of a
360-day year consisting of twelve 30-day
months ("30/360 basis"), and with respect
to any Distribution Date, the Mortgage
Rate thereof minus the Administrative Cost
Rate. For any Mortgage Loan that
accrue(s) interest on a basis other than
that of a 30/360 basis and with respect
to any Distribution Date, the rate that,
when applied to the Principal Balance
of the related Mortgage Loan (on the day
prior to the Due Date preceding such
Distribution Date) on a 30/360 basis for
the related loan accrual period, yields
the amount of interest actually due on such
Mortgage Loan on the Due Date
preceding such Distribution Date (less the
Administrative Cost Rate for such
Mortgage Loan); provided that for purposes
of this definition, (i) the Adjusted
Mortgage Rate for the loan accrual period
relating to the Due Dates in both
January and February in any year that is
not a leap year and in February in any
year that is a leap year, shall be
determined net of any amounts transferred to
the Interest Reserve Accounts and (ii) the
Adjusted Mortgage Rate for the loan
accrual period relating to the Due Date in
March (commencing in March 2006)
shall be determined taking into account the
addition of any amounts withdrawn
from the Interest Reserve Accounts,
provided, further, that if the Maturity Date
on any Mortgage Loan in January or February
or if there is a Principal
Prepayment on any Mortgage Loan in January
or February, then the Adjusted
Mortgage Rate shall be determined taking
into account the addition of any
amounts withdrawn from the Interest Reserve
Account for such month.
"Administrative Cost Rate" means the sum of the Master Servicing
Fee
Rate, the Primary Servicing Fee Rate, the
Excess Servicing Fee Rate and the
Trustee Fee Rate.
"Advance"
means either a P&I Advance or a Servicing Advance.
"Advance Interest" means interest payable to a Master Servicer,
a
Special Servicer or the Trustee on
outstanding Advances (other than Unliquidated
Advances) pursuant to Section 4.5 of this
Agreement.
"Advance Rate" means a per annum rate equal to the Prime Rate
as
published in the "Money Rates" section of
The Wall Street Journal from time to
time or, if no longer so published, such
other publication as determined by the
Trustee in its reasonable discretion.
"Advance Report Date" means the third Business Day prior to
each
Distribution Date.
"Adverse Grantor Trust Event" shall mean any action taken by a
Person or the failure of a Person to take
any action that, under the Grantor
Trust Provisions, if taken or not taken, as
the case may be, could endanger the
status of the Class EI/Class EI-L3 Grantor
Trust or the Class A-3-1FL Grantor
Trust as a grantor trust under the Grantor
Trust Provisions or result in the
imposition of a tax upon the Class EI/Class
EI-L3 Grantor Trust or the Class
A-3-1FL Grantor Trust or its assets or
transactions.
"Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the
case may be, would either (i) endanger
the status of any REMIC Pool as a REMIC or
(ii) subject to Section 9.14(e),
result in the imposition of a tax upon the
income of any REMIC Pool or any of
their respective assets or transactions,
including (without limitation) the tax
on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the
tax on prohibited contributions set forth
in Section 860G(d) of the Code.
"Affiliate" means, 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.
"Aggregate Certificate Balance" means the aggregate of the
Certificate Balances of the Principal
Balance Certificates, the REMIC I Regular
Interests (other than the Group X-Y REMIC I
Regular Interests), the REMIC II
Regular Interests (other than REMIC II
Regular Interest X-Y) or the REMIC III
Regular Interests, as the case may be, at
any date of determination. With
respect to a Class of Principal Balance
Certificates, REMIC I Regular Interests
(other than the Group X-Y REMIC I Regular
Interests) or REMIC II Regular
Interests (other than REMIC II Regular
Interest X-Y), Aggregate Certificate
Balance shall mean the aggregate of the
Certificate Balances of all Certificates
or Interests, as the case may be, of that
Class at any date of determination.
"Aggregate Principal Balance" means, at the time of any
determination and as the context may
require, the aggregate of the Scheduled
Principal Balances for all Mortgage
Loans.
"Agreement" means this Pooling and Servicing Agreement and all
amendments and supplements hereto.
"Anticipated Repayment Date" means, with respect to the ARD
Loans,
the date on which a substantial principal
payment on an ARD Loan is anticipated
to be made, as set forth in the related
Mortgage Note.
"Appraisal" means an appraisal by an Independent state certified
MAI
appraiser having at least five years'
experience in appraising property of the
same type as, and in the same geographic
area as, the Mortgaged Property being
appraised, which appraisal complies with
the Uniform Standards of Professional
Appraisal Practices and states the "market
value" of the subject property as
defined in 12 C.F.R. ss. 225.62.
"Appraisal Event" means, with respect to any Mortgage Loan, not
later than the earliest of (i) the date 120
days after the occurrence of any
delinquency in payment with respect to such
Mortgage Loan if such delinquency
remains uncured, (ii) the date 30 days
after receipt of notice that the related
Mortgagor has filed a bankruptcy petition
or the related Mortgagor has become
the subject of involuntary bankruptcy
proceedings or the related Mortgagor has
consented to the filing of a bankruptcy
proceeding against it or a receiver is
appointed in respect of the related
Mortgaged Property, provided such petition
or appointment is still in effect, (iii)
the date that is 30 days following the
date the related Mortgaged Property becomes
an REO Property and (iv) the
effective date of any modification to a
Money Term of such Mortgage Loan, other
than an extension of the date that a
Balloon Payment is due for a period of less
than six months from the original due date
of such Balloon Payment.
"Appraisal Reduction" means, with respect to any Required
Appraisal
Loan with respect to which an Appraisal or
internal valuation is performed
pursuant to Section 6.9, an amount equal to
the excess of (A) the sum, as of the
first Determination Date that is at least
15 days after the date on which the
Appraisal or internal valuation is obtained
or performed, of (i) the Scheduled
Principal Balance of such Mortgage Loan
(or, in the case of an REO Property, the
related REO Mortgage Loan) less the undrawn
principal amount of any letter of
credit or debt service reserve, if
applicable, that is then securing such
Mortgage Loan, (ii) to the extent not
previously advanced by the Master Servicer
or the Trustee, all accrued and unpaid
interest on such Mortgage Loan (or, in
the case of an REO Property, the related
REO Mortgage Loan), at a per annum rate
equal to the Mortgage Rate, (iii) all
unreimbursed Advances (including
Unliquidated Advances) and interest on
Advances (other than Unliquidated
Advances) at the Advance Rate with respect
to such Mortgage Loan (or, in the
case of an REO Property, the related REO
Mortgage Loan) and (iv) to the extent
funds on deposit in any applicable Escrow
Accounts are not sufficient therefor,
and to the extent not previously advanced
by the applicable Master Servicer, the
applicable Special Servicer or the Trustee,
all currently due and unpaid real
estate taxes and assessments, insurance
premiums and, if applicable, ground
rents and other amounts which were required
to be deposited in any Escrow
Account (but were not deposited) in respect
of such Mortgaged Property or REO
Property, as the case may be, over (B) 90%
of the Appraised Value (net of any
prior mortgage liens) of such Mortgaged
Property or REO Property as determined
by such Appraisal or internal valuation, as
the case may be, plus the full
amount of any escrows held by or on behalf
of the Trustee as security for the
Mortgage Loan (less the estimated amount of
the obligations anticipated to be
payable in the next twelve months to which
such escrows relate). With respect to
each Mortgage Loan that is
cross-collateralized with any other Mortgage Loan,
the value of each Mortgaged Property that
is security for each Mortgage Loan in
such cross-collateralized group, as well as
the outstanding amounts under each
such Mortgage Loan shall be taken into
account when calculating such Appraisal
Reduction. Each Appraisal or internal
valuation for a Required Appraisal Loan
shall be updated annually, for so long as
an Appraisal Reduction exists, from
the date of such Appraisal or internal
valuation. In addition, the Operating
Adviser may at any time request the
applicable Special Servicer to obtain (at
the Operating Adviser's expense) an updated
Appraisal, with a corresponding
adjustment to the amount of the Appraisal
Reduction. The Appraisal Reduction for
each Required Appraisal Loan will be
recalculated based on subsequent
Appraisals, internal valuations or updates.
Any Appraisal Reduction for any
Mortgage Loan shall be reduced to reflect
any Realized Principal Losses on the
Required Appraisal Loan. Each Appraisal
Reduction will be reduced to zero as of
the date the related Mortgage Loan is
brought current under the then current
terms of the Mortgage Loan for at least
three consecutive months, and no
Appraisal Reduction will exist as to any
Mortgage Loan after it has been paid in
full, liquidated, repurchased or otherwise
disposed of.
"Appraised Value"
means (i) with respect to any Mortgaged Property
(other than the Mortgaged Property securing
a Co-op Mortgage Loan), the
appraised value thereof determined by an
Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an
Independent appraiser selected by the
General Master Servicer, the NCB Master
Servicer or the General Special
Servicer, as applicable or, in the case of
an internal valuation performed by
the General Special Servicer pursuant to
Section 6.9, the value of the Mortgaged
Property determined by such internal
valuation and (ii) with respect to each
Mortgaged Property securing a Co-op
Mortgage Loan, the appraised value thereof
determined by an Appraisal of the Mortgaged
Property securing such Co-op
Mortgage Loan made by an Independent
appraiser selected by the NCB Master
Servicer or the Co-op Special Servicer, as
applicable, or in the case of an
internal valuation performed by the Co-op
Special Servicer pursuant to Section
6.9, the value of the Mortgaged Property
determined by such internal valuation,
each determined as if such property were
operated as a cooperatively owned
multifamily residential building (rather
than a multifamily rental apartment
building).
"ARD Loan" means the Mortgage Loans designated on the Mortgage
Loan
Schedule as Mortgage Loan No. 16 and
Mortgage Loan No. 60, collectively.
"Assignment of Leases" means, with respect to any Mortgage Loan,
any
assignment of leases, rents and profits or
equivalent instrument, whether
contained in the related Mortgage or
executed separately, assigning to the
holder or holders of such Mortgage all of
the related Mortgagor's interest in
the leases, rents and profits derived from
the ownership, operation, leasing or
disposition of all or a portion of the
related Mortgaged Property as security
for repayment of such Mortgage Loan.
"Assignment of Mortgage" means an assignment of the Mortgage,
notice
of transfer or equivalent instrument, in
recordable form, sufficient under the
laws of the jurisdiction wherein the
related Mortgaged Property is located to
reflect the transfer of the Mortgage to the
Trustee, which assignment, notice of
transfer or equivalent instrument may be in
the form of one or more blanket
assignments covering the Mortgage Loans
secured by Mortgaged Properties located
in the same jurisdiction, if permitted by
law.
"Assumed Scheduled Payment" means: (i) with respect to any
Balloon
Mortgage Loan for its Maturity Date
(provided that such Mortgage Loan has not
been paid in full, and no Final Recovery
Determination or other sale or
liquidation has occurred in respect
thereof, on or before the end of the
Collection Period in which such Maturity
Date occurs) and for any subsequent Due
Date therefor as of which such Mortgage
Loan remains outstanding and part of the
Trust, if no Scheduled Payment (other than
the related delinquent Balloon
Payment) is due for such Due Date, the
scheduled monthly payment of principal
and/or interest deemed to be due in respect
thereof on such Due Date equal to
the Scheduled Payment that would have been
due in respect of such Mortgage Loan
on such Due Date, if it had been required
to continue to accrue interest in
accordance with its terms, and to pay
principal in accordance with the
amortization schedule in effect immediately
prior to, and without regard to the
occurrence of, its most recent Maturity
Date (as such may have been extended in
connection with a bankruptcy or similar
proceeding involving the related
Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted
or agreed to by the applicable Master
Servicer or the applicable Special
Servicer pursuant to the terms hereof) and
(ii) with respect to any REO Mortgage
Loan for any Due Date therefor as of which
the related REO Property remains part
of the Trust, the scheduled monthly payment
of principal and interest deemed to
be due in respect thereof on such Due Date
equal to the Scheduled Payment (or,
in the case of a Balloon Mortgage Loan
described in the preceding clause of this
definition, the Assumed Scheduled Payment)
that was due in respect of the
related Mortgage Loan on the last Due Date
prior to its becoming an REO Mortgage
Loan.
"Authenticating Agent" means any authenticating agent serving
in
such capacity pursuant to Section 7.10.
"Authorized Officer" means any Person that may execute an
Officer's
Certificate on behalf of the Depositor.
"Available Advance Reimbursement Amount" has the meaning set
forth
in Section 4.6(a) hereof.
"Available Distribution Amount" means, with respect to any
Distribution Date and the Mortgage Loans,
an amount equal to the aggregate of
the following amounts (a) all amounts on
deposit in the Distribution Account as
of the commencement of business on such
Distribution Date that represent
payments and other collections on or in
respect of the Mortgage Loans and any
REO Properties that were (x) received by a
Master Servicer or a Special Servicer
through the end of the related Collection
Period (other than any portion thereof
that constituted a portion of the Available
Distribution Amount for a prior
Distribution Date as described in clause
(a)(y) below) or (y) remitted by the
applicable Master Servicer on the related
Master Servicer Remittance Date
pursuant to Section 5.1(h), exclusive of
(i) any such amounts that were
deposited in the Distribution Account in
error, (ii) amounts that are payable or
reimbursable to any Person other than the
Certificateholders (including amounts
payable to the Master Servicers in respect
of unpaid Master Servicing Fees, the
Primary Servicers in respect of unpaid
Primary Servicing Fees, the Special
Servicers in respect of unpaid Special
Servicer Compensation, the Trustee in
respect of unpaid Trustee Fees or to the
parties entitled thereto in respect of
the unpaid Excess Servicing Fees), (iii)
amounts that constitute Prepayment
Premiums or Yield Maintenance Charges, (iv)
if such Distribution Date occurs
during January, other than in a leap year,
or February of any year, the Interest
Reserve Amounts with respect to Interest
Reserve Loans deposited in the Interest
Reserve Accounts, (v) Excess Interest and
Additional L-3 Interest and (vi)
Scheduled Payments collected but due on a
Due Date subsequent to the related
Collection Period (other than any portion
thereof described in clause (a)(y)
above) and (b) if and to the extent not
already among the amounts described in
clause (a), (i) the aggregate amount of any
P&I Advances made by a Master
Servicer or the Trustee for such
Distribution Date pursuant to Section 4.1
and/or Section 4.3, (ii) the aggregate
amount of any Compensating Interest
payments made by the Master Servicers for
such Distribution Date pursuant to the
terms hereof, and (iii) if a Distribution
Date occurs in March of any year,
commencing March 2006 or if a Maturity Date
or Principal Prepayment falls on a
January or February of any year, the
aggregate of the Interest Reserve Amounts
then held on deposit in the Interest
Reserve Accounts in respect of the related
Interest Reserve Loan or Interest Reserve
Loans.
"Balloon Mortgage Loan" means a Mortgage Loan that provides for
Scheduled Payments based on an amortization
schedule that is significantly
longer than its term to maturity and that
is expected to have a remaining
principal balance equal to or greater than
5% of its original principal balance
as of its stated maturity date, unless
prepaid prior thereto.
"Balloon Payment" means, with respect to any Balloon Mortgage
Loan,
the Scheduled Payment payable on the
Maturity Date of such Mortgage Loan.
"Banking Day" means any day on which commercial banks are open
for
business (including dealings in foreign
exchange and foreign currency) in
London, England.
"Bankruptcy Loss" means a loss arising from a proceeding under
the
United States Bankruptcy Code or any other
similar state law or other proceeding
with respect to the Mortgagor of, or
Mortgaged Property under, a Mortgage Loan,
including, without limitation, any
Deficient Valuation Amount or losses, if any,
resulting from any Debt Service Reduction
Amount for the month in which the
related Remittance Date occurs.
"Base Interest Fraction" means, with respect to any Principal
Prepayment of any Mortgage Loan that
provides for payment of a Prepayment
Premium or Yield Maintenance Charge, and
with respect to any Class of
Certificates (except for Class A-3-1FL
Certificates) and the Class A-3-1FL
Regular Interest, a fraction (A) whose
numerator is the greater of (x) zero and
(y) the difference between (i) the
Pass-Through Rate on that Class of
Certificates or the Class A-3-1FL Regular
Interest and (ii) the Discount Rate
used in calculating the Prepayment Premium
or Yield Maintenance Charge with
respect to the Principal Prepayment (or the
current Discount Rate if not used in
such calculation) and (B) whose denominator
is the difference between (i) the
Mortgage Rate on the related Mortgage Loan
and (ii) the Discount Rate used in
calculating the Prepayment Premium or Yield
Maintenance Charge with respect to
that Principal Prepayment (or the current
Discount Rate if not used in such
calculation), provided, however, that under
no circumstances will the Base
Interest Fraction be greater than one. If
the Discount Rate referred to above is
greater than the Mortgage Rate on the
related Mortgage Loan, then the Base
Interest Fraction will equal zero.
"Book-Entry Certificates" means certificates evidencing a
beneficial
interest in a Class of Certificates,
ownership and transfer of which shall be
made through book entries as described in
Section 3.7; provided that after the
occurrence of a condition whereupon
book-entry registration and transfer are no
longer authorized and Definitive
Certificates are to be issued to the
Certificate Owners, such certificates shall
no longer be "Book-Entry
Certificates."
"Business Day" means (i) with respect to any matter not
involving
the payment of the Net Swap Payment, any
day other than a Saturday, a Sunday or
a day on which banking institutions in the
states where the Certificate Account,
Distribution Account, Trustee, a Master
Servicer, a Primary Servicer or a
Special Servicer are located and are
authorized or obligated by law or executive
order to remain closed or (ii) with respect
to the payment of the Net Swap
Payment, any day other than a Saturday, a
Sunday or a day on which banking
institutions in the states where the
Trustee or the Swap Counterparty are
located and are authorized or obligated by
law or executive order to remain
closed. With respect to clause (i) of the
foregoing definition, upon the request
of any party to this Agreement or the
Operating Adviser, the Trustee, the Paying
Agent, each Master Servicer, each Special
Servicer and each Primary Servicer
shall provide such party a list of the
legal holidays observed by such entity;
provided that each Primary Servicer shall
be required to provide the Operating
Adviser and the Master Servicers on or
before the first day of January of each
calendar year with a list of each day that
will not be a "Business Day" in the
jurisdiction of such Primary Servicer
during such calendar year
"Cash Liquidation" means, as to any Defaulted Mortgage Loan
other
than a Mortgage Loan with respect to which
the related Mortgaged Property became
REO Property, the sale of such Defaulted
Mortgage Loan. Each Master Servicer
shall maintain records in accordance with
the Servicing Standard (and, in the
case of Specially Serviced Mortgage Loans,
based on the written reports with
respect to such Cash Liquidation delivered
by the applicable Special Servicer to
the applicable Master Servicer), of each
Cash Liquidation.
"Category 1 Requests" has the meaning set forth in the Primary
Servicing Agreements for the SunTrust Loans
and the MM Loans.
"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as
amended (42 U.S.C. ss. 9601, et
seq.).
"Certificate Account" means one or more separate accounts
established and maintained by each Master
Servicer (or any Sub-Servicer or
Primary Servicer on behalf of the
applicable Master Servicer) pursuant to
Section 5.1(a), each of which shall be an
Eligible Account.
"Certificate Balance" means, with respect to any Certificate
(other
than the Class X Certificates, the Class EI
Certificates, the Class EI-L3
Certificates and the Residual Certificates)
or Interest (other than the Group
X-Y REMIC I Regular Interests and the REMIC
II Regular Interest X-Y) as of any
Distribution Date, the maximum specified
dollar amount of principal to which the
Holder thereof is then entitled hereunder,
such amount being equal to the
initial principal amount set forth on the
face of such Certificate (in the case
of a Certificate), or as ascribed thereto
in the Preliminary Statement hereto
(in the case of an Interest), minus (A)(i)
the amount of all principal
distributions previously made with respect
to such Certificate pursuant to
Section 6.5(a) or deemed to have been made
with respect to such Interest
pursuant to Section 6.2(a) or Section
6.3(a), as the case may be and (ii) all
Realized Losses allocated or deemed to have
been allocated to such Interest or
Certificate pursuant to Section 6.6, plus
(B) an amount equal to the amounts
identified in clause (I)(C) of the
definition of Principal Distribution Amount,
such increases to be allocated to the
Principal Balance Certificates or
Interests in sequential order (i.e., to the
most senior Class first), in each
case up to the amount of Realized Losses
previously allocated thereto and not
otherwise reimbursed hereunder.
"Certificate Owner" means, with respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of
such Book-Entry Certificate, as may be
reflected on the books of the Clearing
Agency, or on the books of a Person
maintaining an account with such Clearing
Agency (directly or as an indirect
participant, in accordance with the rules
of such Clearing Agency).
"Certificate Register" has the meaning provided in Section 3.2.
"Certificate Registrar" means the registrar appointed pursuant
to
Section 3.2 and initially shall be the
Paying Agent.
"Certificateholders" has the meaning provided in the definition
of
"Holder."
"Certificates" means, collectively, the REMIC III Certificates,
the
Class A-3-1FL Certificates, the Class EI
Certificates, the Class EI-L3
Certificates, the Class R-I Certificates,
the Class R-II Certificates and the
Class R-III Certificates.
"Certification Parties" has the meaning set forth in Section
8.26(b).
"Certifying Person" has the meaning set forth in Section
8.26(b).
"Class" means, with respect to the REMIC I Regular Interests,
REMIC
II Regular Interests, REMIC III
Certificates, Class A-3-1FL Regular Interest,
Class A-3-1FL Certificates, Class EI
Certificates and Class EI-L3 Certificates,
any class of such Certificates or
Interests.
"Class A Certificates" means the Class A-1 Certificates, Class
A-1A
Certificates, Class A-2 Certificates, Class
A-3-1FL Certificates (or, as the
context requires, the Class A-3-1FL Regular
Interest), Class A-3-1 Certificates,
Class A-3-2 Certificates, Class A-AB
Certificates, Class A-4A Certificates and
Class A-4B Certificates, collectively.
"Class A-3-1FL Available Funds" means, in respect of each
Distribution Date, (i) the sum of all
previously undistributed payments or other
receipts on account of principal and
interest and other sums on or in respect of
the Class A-3-1FL Regular Interest received
by the Paying Agent (or the Master
Servicers on the Paying Agent's behalf)
after the Cut-off Date and on or prior
to such Distribution Date and (ii) the sum
of all previously undistributed
amounts received from the Swap Counterparty
in respect of the Class A-3-1FL
Regular Interest pursuant to the Swap
Contract, including, but not limited to,
any termination payment, but in the case of
both (i) and (ii) excluding the
following: (a) all amounts of Prepayment
Premiums allocated to the Class A-3-1FL
Regular Interest for so long as the Swap
Contract is in effect; (b) all amounts
required to be paid to the Swap
Counterparty in respect of the Class A-3-1FL
Regular Interest pursuant to the Swap
Contract; and (c) all amounts incurred by
the Trustee in connection with enforcing
the rights of the Trust under the Swap
Contract.
"Class A-3-1FL Grantor Trust" means the segregated pool of
assets
consisting of (i) the Class A-3-1FL Regular
Interest and the Swap Contract and
all payments under the Class A-3-1FL
Regular Interest and the Swap Contract,
(ii) all funds and assets from time to time
on deposit in the Floating Rate
Account and (iii) proceeds of all of the
foregoing.
"Class A-3-1FL Interest Distribution Amount" means, in respect
of
any Distribution Date, the sum of (i) for
so long as the Swap Contract is in
effect, the aggregate amount of interest
received by the Paying Agent from the
Swap Counterparty in respect of the Class
A-3-1FL Regular Interest pursuant to
the terms of the Swap Contract during the
related Interest Accrual Period and
(ii) amounts in respect of interest
(including reimbursement of any Prepayment
Interest Shortfalls) received on the Class
A-3-1FL Regular Interest not required
to be paid to the Swap Counterparty (which
will arise due to the netting
provisions of the Swap Contract or upon the
termination or expiration of the
Swap Contract). If the Swap Counterparty
defaults on its obligation to pay such
interest to the Paying Agent, or if a Swap
Default occurs and is continuing or
if the Swap Contract is terminated, the
Class A-3-1FL Interest Distribution
Amount will equal the Distributable
Certificate Interest Amount in respect of
the Class A-3-1FL Regular Interest, until
such time as the Swap Default is
cured, or such obligation is paid, as the
case may be, or until a replacement
Swap Contract is obtained.
"Class A-3-1FL Principal Distribution Amount" means, in respect
of
any Distribution Date, an amount equal to
the aggregate amount of the principal
payments made on the Class A-3-1FL Regular
Interest on such Distribution Date.
"Class A-3-1FL Regular Interest" means the uncertificated
interest
designated as a "regular interest" in REMIC
III, which shall consist of an
Interest having a Certificate Balance equal
to the Certificate Balance of the
Class A-3-1FL Certificates, and which has a
Pass-Through Rate equal to the per
annum rate of the lesser of 5.251% and the
Weighted Average REMIC I Net Mortgage
Rate in respect of each Distribution
Date.
"Class A-4 Certificates" means the Class A-4A Certificates and
Class
A-4B Certificates, collectively.
"Class A-1 Certificates," "Class A-1A Certificates," "Class A-2
Certificates," "Class A-3-1FL
Certificates," "Class A-3-1 Certificates," "Class
A-3-2 Certificates," "Class A-AB
Certificates," "Class A-4A Certificates,"
"Class A-4B Certificates," "Class A-J
Certificates," "Class X-1 Certificates,"
"Class X-2 Certificates," "Class X-Y
Certificates," "Class B Certificates,"
"Class C Certificates," "Class D
Certificates," "Class E Certificates," "Class F
Certificates," "Class G Certificates,"
"Class H Certificates," "Class J
Certificates," "Class K Certificates,"
"Class L Certificates," "Class M
Certificates," "Class N Certificates,"
"Class O Certificates," "Class P
Certificates," "Class EI Certificates,"
"Class EI-L3 Certificates," "Class R-I
Certificates," "Class R-II Certificates,"
or "Class R-III Certificates" mean the
Certificates designated as "Class A-1,"
"Class A-1A," "Class A-2," "Class
A-3-1FL," "Class A-3-1," "Class A-3-2,"
"Class A-AB," "Class A-4A," "Class
A-4B," "Class A-J," "Class X-1," "Class
X-2," "Class X-Y," "Class B," "Class C,"
"Class D," "Class E," "Class F," "Class G,"
"Class H," "Class J," "Class K,"
"Class L," "Class M," "Class N," "Class O,"
"Class EI," "Class EI-L3," "Class
R-I," "Class R-II" and "Class R-III,"
respectively, on the face thereof, in
substantially the form attached hereto as
Exhibits A-1 through A-32.
"Class A-1-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-1
Certificates, which component represents
a Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest A-1-1.
"Class A-1-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-1
Certificates, which component represents
a Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest A-1-2.
"Class A-1-3 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-1
Certificates, which component represents
a Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest A-1-3.
"Class A-1A-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-1.
"Class A-1A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-2.
"Class A-1A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-3.
"Class A-1A-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-4.
"Class A-1A-5 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-5.
"Class A-1A-6 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-6.
"Class A-1A-7 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-7.
"Class A-1A-8 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-8.
"Class A-1A-9 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-1A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-9.
"Class A-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-2
Certificates, which component represents
a Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest A-2.
"Class A-3-1FL-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1FL Regular Interest, which
component represents a Component Notional
Amount equal to the Certificate
Balance of the REMIC II Regular Interest
A-3-1FL-1.
"Class A-3-1FL-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1FL Regular Interest, which
component represents a Component Notional
Amount equal to the Certificate
Balance of the REMIC II Regular Interest
A-3-1FL-2.
"Class A-3-1FL-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1FL Regular Interest, which
component represents a Component Notional
Amount equal to the Certificate
Balance of the REMIC II Regular Interest
A-3-1FL-3.
"Class A-3-1FL-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1FL Regular Interest, which
component represents a Component Notional
Amount equal to the Certificate
Balance of the REMIC II Regular Interest
A-3-1FL-4.
"Class A-3-1-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-1.
"Class A-3-1-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-2.
"Class A-3-1-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-3
"Class A-3-1-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-1 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-4.
"Class A-3-2-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-2 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-2-1.
"Class A-3-2-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-3-2 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-3-2-2.
"Class A-AB-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-AB Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-AB-1.
"Class A-AB-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-AB Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-AB-2.
"Class A-4A-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-4A Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-1.
"Class A-4A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-4 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-2.
"Class A-4A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the
Class A-4 Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-3.
"Class A-4B Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-4B
Certificates, which component
represents a Component Notional Amount
equal to the Certificate Balance of the
REMIC II Regular Interest A-4B.
"Class A-J Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-J
Certificates, which component represents
a Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest A-J.
"Class B-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class B
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest B-1.
"Class B-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class B
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest B-2.
"Class B-3 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class B
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest B-3.
"Class C-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class C
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest C-1.
"Class C-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class C
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest C-2.
"Class D-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class D
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest D-1.
"Class D-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class D
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest D-2.
"Class E Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class E
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest E.
"Class EI/Class EI-L3 Grantor Trust" means that portion of the
Trust
consisting of Excess Interest, Additional
L-3 Interest and the Excess Interest
Sub-account.
"Class F-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class F
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest F-1.
"Class F-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class F
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest F-2.
"Class G Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class G
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest G.
"Class H-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class H
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest H-1.
"Class H-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class H
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest H-2.
"Class J Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class J
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest J.
"Class K Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class K
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest K.
"Class L Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class L
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest L.
"Class M Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class M
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest M.
"Class N Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class N
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest N.
"Class O Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class O
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest O.
"Class P Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class P
Certificates, which component represents a
Component Notional Amount equal to the
Certificate Balance of the REMIC II
Regular Interest P.
"Class X Certificates" means the Class X-1 Certificates, the
Class
X-2 Certificates and the Class X-Y
Certificates, collectively.
"Class X-1 Notional Amount" means, with respect to the Class
X-1
Certificates and any date of determination,
the aggregate of the outstanding
Certificate Balances of the Principal
Balance Certificates.
"Class X-1 Strip Rate" means, with respect to any Class of
Components (other than Components that are
also Class X-2 Components) for any
Distribution Date, a rate per annum equal
to (i) the Weighted Average REMIC I
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-2 Components, (i) for any
Distribution Date occurring on or
before the related Class X-2 Component
Crossover Date, a rate per annum equal
to, (x) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution
Date, minus (y) the greater of (1) the rate
per annum corresponding to such
Distribution Date as set forth in Schedule
XV attached hereto and (2) the Pass
Through Rate for the Class of Corresponding
Certificates, and (ii) for any
Distribution Date occurring after the
related Class X-2 Component Crossover
Date, a rate per annum equal to (x) the
Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, minus (y)
the Pass-Through Rate for the
Corresponding Certificates (provided that
in no event shall any Class X-1 Strip
Rate be less than zero).
"Class X-2 Component Crossover Date" means, (i) with respect to
the
Class A-1-2 Component and the Class A-1A-2
Component, the Distribution Date in
October 2006,
(ii) with respect to the Class A-1-3 Component, Class A-1A-3
Component, Class A-2 Component, Class
A-3-1FL-1 Component, Class A-3-1-1
Component, Class H-1 Component, Class J
Component, Class K Component and Class L
Component the Distribution Date occurring
in October 2007;
(iii) with
respect to the Class A-1A-4 Component, Class A-3-1FL-2
Component, Class A-3-1-2 Component, Class
F-1 Component, Class G Component and
Class H-2 Component, the Distribution Date
occurring in October 2008;
(iv) with respect to the Class A-1A-5 Component, Class
A-3-1FL-3
Component, Class A-3-1-3 Component, Class
D-1 Component, Class F-2 Component and
Class E Component, the Distribution Date
occurring in October 2009;
(v) with respect to the Class A-1A-6 Component, Class A-3-1FL-4
Component, Class A-3-1-4 Component, Class
A-3-2-1 Component, Class A-AB-1
Component, Class C-1 Component and Class
D-2 Component, the Distribution Date
occurring in October 2010;
(vi) with respect to the Class A-1A-7 Component, Class A-3-2-2
Component, Class A-AB-2 Component, Class
A-4A-1 Component, Class B-1 Component
and Class C-2 Component, the Distribution
Date occurring in October 2011;
(vii) with respect to the Class A-1A-8 Component, Class A-4A-2
Component and Class B-2 Component, the
Distribution Date occurring in October
2012; and
(viii), with respect to the Class A-1A-9 Component, Class
A-4A-3
Component, Class A-4B Component, Class A-J
Component and Class B-3 Component,
the Distribution Date occurring in October
2013.
"Class X-2 Components" means each of the Class A-1-2 Component,
Class A-1-3 Component, Class A-1A-2
Component, Class A-1A-3 Component, Class
A-1A-4 Component, Class A-1A-5 Component,
Class A-1A-6 Component, Class A-1A-7
Component, Class A-1A-8 Component, Class
A-1A-9 Component, Class A-2 Component,
Class A-3-1FL-1 Component, Class A-3-1FL-2
Component, Class A-3-1FL-3 Component,
Class A-3-1FL-4 Component, Class A-3-1-1
Component, Class A-3-1-2 Component,
Class A-3-1-3 Component, Class A-3-1-4
Component, Class A-3-2-1 Component, Class
A-3-2-2 Component, Class A-AB-1 Component,
Class A-AB-2 Component, Class A-4A-1
Component, Class A-4A-2 Component, Class
A-4A-3 Component, Class A-4B Component,
Class A-J Component, Class B-1 Component,
Class B-2 Component, Class C-1
Component, Class C-2 Component, Class D-1
Component, Class D-2 Component, Class
E Component, Class F-1 Component, Class F-2
Component, Class G Component, Class
H-1 Component, Class H-2 Component, Class
J-1 Component, Class J-2 Component,
Class K Component and Class L
Component.
"Class X-2 Notional Amount" means as of any date of
determination,
the sum of the then Component Notional
Amounts of the Class X-2 Components
excluding the Class X-2 Components for
which the Class X-2 Crossover Date has
been previously passed.
"Class X-2 Strip Rate" means, with respect to each of the Class
X-2
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Class X-2 Component
Crossover Date, the excess, if any, of (x)
the lesser of (i) the rate per annum
corresponding to such Distribution Date as
set forth in Schedule XV attached
hereto and (ii) the Weighted Average REMIC
I Net Mortgage Rate for such
Distribution Date over (y) the Pass Through
Rate for the Class of Corresponding
Certificates (provided that, in no event
shall any Class X-2 Strip Rate be less
than zero), and (ii) for any Distribution
Date occurring after the related Class
X-2 Component Crossover Date, 0% per
annum.
"Class X-Y Interest Amount" means, with respect to any
Distribution
Date and the related Interest Accrual
Period, interest accrued on the Class X-Y
Notional Amount during the related Interest
Accrual Period at a rate equal to
one twelfth of a per annum rate equal to
the Weighted Average Class X-Y Strip
Rate.
"Class X-Y Notional Amount" means, with respect to any
Distribution
Date, the aggregate of the Principal
Balances of the Specially Designated Co-op
Mortgage Loans (or any successor REO
Mortgage Loans), reduced by any Advances of
principal on such Specially Designated
Co-op Mortgage Loans (or any successor
REO Mortgage Loans) and losses on those
Specially Designated Co-op Mortgage
Loans previously allocated to the
Certificateholders.
"Class X-Y Strip Rate" means, with respect to any Specially
Designated Co-op Mortgage Loan (and any
successor REO Mortgage Loan with respect
thereto), for any Distribution Date, a rate
per annum equal to either: (1) if
such Mortgage Loan accrues interest on a
30/360 basis, 0.10%; and (2) if such
Mortgage Loan accrues interest on a basis
other than that of a 30/360 basis, the
product of (a) 0.10%, multiplied by (b) a
fraction, the numerator of which is
the number of days in the Interest Accrual
Period that corresponds to such
Distribution Date, and the denominator of
which 30.
"Clearing Agency" means an organization registered as a
"clearing
agency" pursuant to Section 17A of the 1934
Act, which initially shall be the
Depository.
"Clearstream" means Clearstream Banking Luxembourg, societe
anonyme.
"Closing Date" means on or about October 25, 2005.
"CMSA" means the Commercial Mortgage Securities Association.
"CMSA Bond Level File" means a report substantially in the form
of,
and containing the information called for
in, the downloadable form of the "Bond
Level File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"Bond Level File" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Trustee, as
applicable.
"CMSA Collateral Summary File" means a report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Collateral Summary File" available as
of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Collateral Summary File"
available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Trustee, as applicable.
"CMSA Comparative Financial Status Report" means a report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Comparative
Financial Status Report" available as of
the Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Comparative Financial Status
Report" available as of the Closing Date on
the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report" means a report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Delinquent Loan Status Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Delinquent Loan Status
Report" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Financial File" means a report substantially in the form
of,
and containing the information called for
in, the downloadable form of the
"Financial File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Financial File" available as
of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Master Servicer or the Special
Servicer, as applicable.
"CMSA Historical Liquidation Report" means a report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Historical Liquidation Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Historical Liquidation
Report" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" means a report substantially in the
form of, and containing the
information called for in, the downloadable
form of the "Historical Loan
Modification and Corrected Mortgage Loan
Report" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time
be approved by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Master Servicer or the Special
Servicer, as applicable.
"CMSA Loan Level Reserve/LOC Report" means a report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Loan Level Reserve/LOC Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Loan Level Reserve/LOC
Report" available as of the Closing Date
on the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Loan Periodic Update File" means a monthly report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Loan Periodic
Update File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time
be recommended by the CMSA for commercial
mortgage-backed securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "Loan Periodic
Update File" available as of the Closing
Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Loan Setup File" means a report substantially in the form
of,
and containing the information called for
in, the downloadable form of the "Loan
Setup File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
approved by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"Loan Setup File" available as of the
Closing Date on the CMSA Website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA NOI Adjustment Worksheet" means a report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "NOI Adjustment Worksheet" available as
of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "NOI Adjustment Work"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Master Servicer or the Special
Servicer, as applicable.
"CMSA Operating Statement Analysis Report" means a report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Operating
Statement Analysis Report" available as of
the Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "Operating Statement Analysis
Report" available as of the Closing Date on
the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Property File" means a report substantially in the form
of,
and containing the information called for
in, the downloadable form of the
"Property File" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Property File" available as of
the Closing Date on the CMSA
Website, is reasonably acceptable to the
Master Servicer or the Special
Servicer, as applicable.
"CMSA Reconciliation of Funds" means a report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Reconciliation of Funds" available as
of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Reconciliation of Funds"
available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Trustee.
"CMSA REO Status Report" means a report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"REO Status Report" available as of the
Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "REO Status Report" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Master Servicer or the Special
Servicer, as applicable.
"CMSA Reports" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports,
collectively, as the forms thereof are modified,
expanded or otherwise changed from time to
time by the CMSA. With respect to new
reports created and approved by the CMSA,
such new reports will be used in this
transaction (provided, however, that
insofar as any such new report requires the
presentation of information in addition to
that called for by the current CMSA
reports, such new report is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable) and the
Depositor shall direct the Trustee as
to whether such reports will be Restricted
Servicer Reports or Unrestricted
Servicer Reports. The Trustee shall provide
the Master Servicer and Special
Servicer with a copy of such direction
within two Business Days after its
receipt. In the case of each Mortgaged
Property securing a Co-op Mortgage Loan,
the respective files and reports comprising
the CMSA Reports shall present the
Projected Net Cash Flow for such Mortgaged
Property and the Debt Service
Coverage Ratio for such Co-op Mortgage
Loan, as such terms apply to residential
cooperative properties, if and to the
extent that such file or report requires
preparation and/or submission of data
concerning net cash flow or debt service
coverage.
"CMSA Servicer Watch List" means a report substantially in the
form
of, and containing the information called
for in, the downloadable form of
"Servicer Watch List" available as of the
Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Servicer Watch List" available
as of the Closing Date on the CMSA
Website, is reasonably acceptable to the
Master Servicer or the Special
Servicer, as applicable; provided, however,
that, notwithstanding the foregoing,
the NCB Master Servicer shall not be
required to include a Co-op Mortgage Loan
on the Servicer Watch List on account of
the Debt Service Coverage Ratio of such
Co-op Mortgage Loan, unless such Debt
Service Coverage Ratio shall fall below
0.90x (for purposes of the calculation of
the Debt Service Coverage Ratio of a
Co-op Mortgage Loan for this definition
only, the Projected Net Cash Flow of the
related Mortgaged Property shall be
adjusted to reflect the actual expenses
incurred by the Mortgagor).
"CMSA Special Servicer Loan File" means a report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Special Servicer Loan File"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Special Servicer Loan
File" available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Special Servicer, as
applicable.
"CMSA Website" means the CMSA's website located at "www.cmbs.org"
or
such other primary website as the CMSA may
establish for dissemination of its
report forms.
"Code" means the Internal Revenue Code of 1986, as amended, any
successor statutes thereto, and applicable
U.S. Department of Treasury
regulations issued pursuant thereto in
temporary or final form and proposed
regulations thereunder, to the extent that,
by reason of their proposed
effective date, such proposed regulations
would apply to the Trust.
"Collection Period" means, with respect to any Distribution
Date,
the period beginning on the day after the
Determination Date in the month
preceding the month of such Distribution
Date (or in the case of the first
Distribution Date, the Cut-Off Date) and
ending on the Determination Date in the
month in which the Distribution Date
occurs.
"Commission" means the Securities and Exchange Commission.
"Compensating Interest" means, with respect to any Distribution
Date
and each Master Servicer, an amount equal
to the excess of (A) Prepayment
Interest Shortfalls incurred in respect of
the Mortgage Loans serviced by such
Master Servicer resulting from Principal
Prepayments on such Mortgage Loans
during the related Collection Period, over
(B) the aggregate of the Prepayment
Interest Excesses received in respect of
the Mortgage Loans serviced by such
Master Servicer resulting from Principal
Prepayments on such Mortgage Loan
during the same related Collection Period.
Notwithstanding the foregoing, such
Compensating Interest shall not (i) exceed
the portion of the aggregate Master
Servicing Fee accrued at a rate per annum
equal to 2 basis points for the
related Collection Period calculated in
respect of such Master Servicer's
Mortgage Loans, including REO Mortgage
Loans, if such Master Servicer applied
the subject Principal Prepayment in
accordance with the terms of the related
Mortgage Loan documents and (ii) be
required to be paid on any Net Aggregate
Prepayment Interest Shortfalls to the
extent incurred in respect of any
Specially Serviced Mortgaged Loans.
"Component" means each of the Class A-1-1 Component, Class
A-1-2
Component, Class A-1-3 Component, Class
A-1A-1 Component, Class A-1A-2
Component, Class A-1A-3 Component, Class
A-1A-4 Component, Class A-1A-5
Component, Class A-1A-6 Component, Class
A-1A-7 Component, Class A-1A-8
Component, Class A-1A-9 Component, Class
A-2 Component, Class A-3-1FL-1
Component, Class A-3-1FL-2 Component, Class
A-3-1FL-3 Component, Class A-3-1FL-4
Component, Class A-3-1-1 Component, Class
A-3-1-2 Component, Class A-3-1-3
Component, Class A-3-1-4 Component, Class
A-3-2-1 Component, Class A-3-2-2
Component, Class A-AB-1 Component, Class
A-AB-2 Component, Class A-4A-1
Component, Class A-4A-2 Component, Class
A-4A-3 Component, Class A-4B Component,
Class A-J Component, Class B-1 Component,
Class B-2 Component, Class B-3
Component, Class C-1 Component, Class C-2
Component, Class D-1 Component, Class
D-2 Component, Class E Component, Class F-1
Component, Class F-2 Component,
Class G Component, Class H-1 Component,
Class H-2 Component, Class J Component,
Class K Component, Class L Component, Class
M Component, Class N Component,
Class O Component and Class P
Component.
"Component Notional Amount" means with respect to each Component
and
any date of determination, an amount equal
to the then Certificate Balance of
its Corresponding REMIC II Regular
Interest.
"Condemnation Proceeds" means any awards resulting from the full
or
partial condemnation or any eminent domain
proceeding or any conveyance in lieu
or in anticipation thereof with respect to
a Mortgaged Property by or to any
governmental, quasi-governmental authority
or private entity with condemnation
powers (other than amounts to be applied to
the restoration, preservation or
repair of such Mortgaged Property or
released to the related Mortgagor in
accordance with the terms of the Mortgage
Loan.
"Controlling Class" means the most subordinate Class of REMIC
Regular Certificates or Class A-3-1FL
Certificates outstanding at any time of
determination; provided that, if the
aggregate Certificate Balance of such Class
is less than 25% of the initial Certificate
Balance of such Class as of the
Closing Date, the Controlling Class shall
be the next most subordinate Class of
REMIC Regular Certificates or Class A-3-1FL
Certificates outstanding. As of the
Closing Date, the Controlling Class will be
the Class O Certificates.
"Controlling Person" means, with respect to any Person, any
other
Person who "controls" such Person within
the meaning of the 1933 Act.
"Co-op Mortgage Loan" means any Mortgage Loan that, as of the
date
it is first included in the Trust, is
secured by a Mortgage that encumbers a
residential cooperative property, as
identified on Schedule IV hereto.
"Co-op Special Servicer" means National Consumer Cooperative
Bank,
or any successor Special Servicer as herein
provided, including without
limitation any successor Special Servicer
appointed pursuant to Section 9.39
hereof.
"Co-op Trust Assets" means the Co-op Mortgage Loans, any REO
Properties acquired by the Trust with
respect to the Co-op Mortgage Loans and
any and all other related assets of the
Trust.
"Corporate Trust Office" means, with respect to the presentment
and
surrender of Certificates for the final
distribution thereon or the presentment
and surrender of Certificates for any other
purpose, the principal corporate
trust office of the Certificate Registrar.
The principal corporate trust office
of the Trustee is presently located at
Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-0113 with
respect to certificate transfers and at
9062 Old Annapolis Road, Columbia, Maryland
21045-1951 with respect to other
trustee and securities administration
services, or at such other address as the
Trustee or Certificate Registrar may
designate from time to time by notice to
the Certificateholders, the Depositor, the
Master Servicers and the Special
Servicers.
"Corresponding Certificate" means the Class of Certificates (or,
in
the case of the Class A-3-1FL Certificates,
the Class A-3-1FL Regular Interest)
as set forth in the Preliminary Statement
with respect to any Corresponding
Component or any Corresponding REMIC II
Regular Interest.
"Corresponding Component" means the Component as set forth in
the
Preliminary Statement with respect to any
Corresponding Certificate (or, in the
case of the Class A-3-1FL Certificates, the
Class A-3-1FL Regular Interest) or
any Corresponding REMIC II Regular
Interest.
"Corresponding REMIC I Regular Interest" means, with respect to
each
Mortgage Loan, the REMIC I Regular Interest
or Interests having an initial
Certificate Balance (in the case of the
Group PB REMIC Regular Interests) or
initial Notional Amount (in the case of the
Group X-Y REMIC I Regular
Interests), equal to the Principal Balance
of such Mortgage Loan outstanding as
of the Cut-Off Date, after taking into
account all principal and interest
payments made or due prior to the Cut-Off
Date.
"Corresponding REMIC II Regular Interest" means the REMIC II
Regular
Interest as defined in the Preliminary
Statement with respect to any Class of
Corresponding Certificates or any
Corresponding Component.
"Credit Support Provider" shall have the meaning assigned in
the
Swap Contract.
"Cross-Collateralized Loan" has the meaning set forth in
Section
2.3(a) hereof.
"Custodian" means the Trustee or any Person who is appointed by
the
Trustee at any time as custodian pursuant
to Section 7.9 and who is unaffiliated
with the Depositor and each Seller and
satisfies the eligibility requirements of
the Trustee as set forth in Section
7.5.
"Customer" means a broker, dealer, bank, other financial
institution
or other Person for whom the Clearing
Agency effects book-entry transfers and
pledges of securities deposited with the
Clearing Agency.
"Cut-Off Date" means the end of business on October 1, 2005.
The
Cut-Off Date for any Mortgage Loan that has
a Due Date on a date other than the
first day of each month shall be the end of
business on October 1, 2005 and
Scheduled Payments due in October 2005 with
respect to Mortgage Loans not having
Due Dates on the first of each month have
been deemed received on October 1,
2005, not the actual day on which such
Scheduled Payments were due.
"Debt Service Coverage Ratio" means either, (a) with respect to
any
Mortgage Loan (other than a Co-op Mortgage
Loan), as of any date of
determination, the ratio of (1) the annual,
year-end net cash flow of the
related Mortgaged Property or Mortgaged
Properties, determined as provided in
the NOI Adjustment Worksheet based on the
most recent annual, year-end operating
statements provided by the Mortgagor (or if
no annual, year-end operating
statements have been provided, based on
such information provided by the
Mortgagor, including without limitation
rent rolls and other unaudited financial
information, as the applicable Master
Servicer shall determine in accordance
with the Servicing Standard) to (2) the
annualized amount of debt service
payable on that Mortgage Loan or, in the
case of Mortgage Loans that are
interest-only, where periodic payments are
interest-only for a certain amount of
time after origination after which date the
Mortgage Loan amortizes principal
for the remaining term of the Mortgage
Loan, the annualized amount of debt
service that will be payable under the
Mortgage Loan after the beginning of the
amortization term of the Mortgage Loan, or
(b) with respect to any Co-op
Mortgage Loan, as of any date of
determination, the ratio of (1) the Projected
Net Cash Flow for the related Mortgaged
Property on an annualized basis to (2)
the annualized amount of debt service
payable on that Co-op Mortgage Loan.
"Debt Service Reduction Amount" means, with respect to a Due
Date
and the related Determination Date, the
amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to
pay on such Due Date with respect to a
Mortgage Loan as a result of any proceeding
under bankruptcy law or any similar
proceeding (other than a Deficient
Valuation Amount); provided, however, that in
the case of an amount that is deferred as a
result of any such proceeding, but
not forgiven, the amount of the reduction
shall include only the net present
value (calculated at the related Mortgage
Rate) of the reduction.
"Defaulted
Mortgage Loan" means a Mortgage Loan that is in default
under the terms of the applicable Mortgage
Loan documentation and for which any
applicable grace period has expired.
"Defeasance Collateral" means, with respect to any Defeasance
Loan,
"government securities" as defined in
Section 2(a)(16) of the Investment Company
Act of 1940 required to be pledged in lieu
of prepayment pursuant to the terms
thereof.
"Defeasance Loan" means any Mortgage Loan which requires or
permits
the related Mortgagor (or permits the
holder of such Mortgage Loan to require
the related Mortgagor) to pledge Defeasance
Collateral to such holder in lieu of
prepayment.
"Deficient Valuation" means, with respect to any Mortgage Loan,
a
valuation by a court of competent
jurisdiction of the Mortgaged Property
relating to such Mortgage Loan in an amount
less than the then outstanding
indebtedness under such Mortgage Loan,
which valuation results from a proceeding
initiated under the United States
Bankruptcy Code, as amended from time to time,
and that reduces the amount the Mortgagor
is required to pay under such Mortgage
Loan.
"Deficient Valuation Amount" means with respect to each
Mortgage
Loan, the amount by which the total amount
due with respect to such Mortgage
Loan or (excluding interest not yet
accrued), including the Principal Balance of
such Mortgage Loan plus any accrued and
unpaid interest thereon and any other
amounts recoverable from the Mortgagor with
respect thereto pursuant to the
terms thereof, is reduced in connection
with a Deficient Valuation.
"Definitive Certificates" means Certificates of any Class issued
in
definitive, fully registered, certificated
form without interest coupons.
"Deleted Mortgage
Loan" means a Mortgage Loan which is repurchased
from the Trust pursuant to the terms hereof
or as to which one or more
Qualifying Substitute Mortgage Loans are
substituted.
"Depositor" means Morgan Stanley Capital I Inc., a Delaware
corporation, and its successors in
interest.
"Depository" has the meaning set forth in Section 3.7(a).
"Depository Agreement" means the Blanket Letter of
Representations
dated the Closing Date between the
Depositor and the Depository.
"Determination Date" means (a), with respect to any
Distribution
Date and any of the Mortgage Loans other
than the NCB, FSB Loans and the MM
Loans, the earlier of (i) the 10th day of
the month in which such Distribution
Date occurs or, if such day is not a
Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day
prior to the related Distribution
Date, commencing November 8, 2005, (b) with
respect to any Distribution Date and
any of the NCB, FSB Loans, the earlier of
(i) the 11th day of the month in which
such Distribution Date occurs or, if such
day is not a Business Day, the
immediately preceding Business Day and (ii)
the 4th Business Day prior to the
related Distribution Date, commencing
November 9, 2005 or (c) with respect to
any Distribution Date and any of the MM
Loans, the 10th day of the month in
which such Distribution Date occurs or, if
such day is not a Business Day, the
immediately following Business Day,
commencing November 10, 2005.
"Directly Operate" means, with respect to any REO Property, the
furnishing or rendering of services to the
tenants thereof, the management of
such REO Property, the holding of such REO
Property primarily for sale to
customers (other than a sale of an REO
Property pursuant to and in accordance
with Section 9.15) or the performance of
any construction work thereon, in each
case other than through an Independent
Contractor; provided, however, that the
Trustee (or the applicable Special Servicer
on behalf of the Trustee) shall not
be considered to Directly Operate an REO
Property solely because the Trustee (or
the applicable Special Servicer on behalf
of the Trustee) establishes rental
terms, chooses tenants, enters into or
renews leases, deals with taxes and
insurance, or makes decisions as to
repairs, tenant improvements or capital
expenditures with respect to such REO
Property (including, without limitation,
construction activity to effect repairs or
in connection with leasing activity)
or undertakes any ministerial action
incidental thereto.
"Discount Rate" means the rate which, when compounded monthly,
is
equivalent to the Treasury Rate when
compounded semi-annually. The "Treasury
Rate," unless otherwise set forth in the
Mortgage Loan documents, is the yield
calculated by the linear interpolation of
the yields, as reported in Federal
Reserve Statistical Release H.15--Selected
Interest Rates under the heading
"U.S. government securities/Treasury
constant maturities" for the week ending
prior to the date of the relevant principal
prepayment, of U.S. Treasury
constant maturities with a maturity date
(one longer and one shorter) most
nearly approximating the maturity date (or
the Anticipated Repayment Date, if
applicable) of the Mortgage Loan prepaid.
If Release H.15 is no longer
published, the applicable Master Servicer
will select a comparable publication
to determine the Treasury Rate.
"Disqualified Organization" means any of (i) the United States,
any
State or any political subdivision thereof,
or any agency or instrumentality of
any of the foregoing (other than an
instrumentality which is a corporation if
all of its activities are subject to tax
and, except for FHLMC, a majority of
its board of directors is not selected by
any such governmental unit), (ii) a
foreign government, international
organization or any agency or instrumentality
of either of the foregoing, (iii) an
organization (except certain farmers'
cooperatives described in Section 521 of
the Code) which is exempt from tax
imposed by Chapter 1 of the Code (unless
such organization is subject to the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone cooperatives
described in Section 1381 of the Code,
and (v) any other Person so designated by
the Master Servicer based upon an
Opinion of Counsel that the holding of an
ownership interest in a Residual
Certificate by such Person may cause any of
the REMIC Pools, or any Person
having an Ownership Interest in any Class
of Certificates, other than such
Person, to incur a liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for the
transfer of an ownership interest in
a Residual Certificate to such Person. The
terms "United States," "State" and
"international organization" shall have the
meanings set forth in Section 7701
of the Code or successor provisions.
"Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of
Certificates (other than the Class A-3-1FL
Certificates, Class EI Certificates, Class
EI-L3 Certificates and the Residual
Certificates) or Interests (including the
Class A-3-1FL Regular Interest), the
sum of (A) Accrued Certificate Interest in
respect of such Class or Interest,
reduced (to not less than zero) by (i) any
Net Aggregate Prepayment Interest
Shortfalls for such Class of Certificates
or Interests, allocated on such
Distribution Date to such Class or Interest
pursuant to Section 6.7, and (ii)
Realized Losses allocated on such
Distribution Date to reduce the Distributable
Certificate Interest payable to such Class
or Interest pursuant to Section 6.6,
plus (B) the Unpaid Interest, plus (C) if
the Aggregate Certificate Balance is
reduced because of a diversion of principal
in accordance with Section
5.2(a)(II)(iv), and there is a subsequent
recovery of amounts as described in
Section 6.6(c)(i), then interest at the
applicable Pass-Through Rate that would
have accrued and been distributable with
respect to the amount by which the
Aggregate Certificate Balance was so
reduced, which interest shall accrue from
the date that the related Realized Loss is
allocated through the end of the
Interest Accrual Period related to the
Distribution Date on which such amounts
are subsequently recovered.
"Distribution Account" means the Distribution Account maintained
by
the Paying Agent on behalf of the Trustee,
in accordance with the provisions of
Section 5.3, which account shall be an
Eligible Account.
"Distribution Date" means the 15th day of each month or, if such
day
is not a Business Day, the next succeeding
Business Day, commencing November 15,
2005.
"Due Date" means, with respect to a Mortgage Loan, the date on
which
a Scheduled Payment is first due without
the application of grace periods.
"Eligible Account" means an account (or accounts) that is any of
the
following: (i) maintained with a depository
institution or trust company whose
(A) commercial paper, short-term unsecured
debt obligations or other short-term
deposits are rated at least "P-1" by
Moody's and "A-1" by S&P, if the deposits
are to be held in the account for 30 days
or less, or (B) long term unsecured
debt obligations are rated at least "Aa3"
by Moody's and "AA-" (or "A" (without
regard to any plus or minus), if the
short-term unsecured debt obligations are
rated at least "A-1") by S&P, if the
deposits are to be held in the account more
than 30 days, (ii) a segregated trust
account or accounts maintained in the
trust department of the Trustee, the Paying
Agent or other financial institution
having a combined capital and surplus of at
least $50,000,000 and subject to
regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b),
(iii) an account or accounts of a
depository institution acceptable to the
Rating Agencies, as evidenced by Rating
Agency Confirmation with respect to the use
of any such account as a Certificate
Account or the Distribution Account or in
the case of Escrow Accounts with
respect to NCB, FSB Loans, any account
maintained with NCB, FSB (provided that
NCB, FSB has a combined capital and surplus
of at least $40,000,000), or (iv)
with respect to the Primary Servicer for
the MM Loans, the Centennial Government
Trust, until the date that is 60 days after
the Closing Date.
"Eligible Investments" means any one or more of the following
financial assets or other property:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
FNMA,
FHLMC or any agency or instrumentality of the United States of
America
the obligations of which are backed by the full faith and
credit
of the
United States of America; provided that any obligation of FNMA
or
FHLMC,
other than an unsecured senior debt obligation of FNMA or
FHLMC,
shall be
an Eligible Investment only if Rating Agency Confirmation is
obtained
with respect to such investment;
(ii) demand or time deposits in, unsecured certificates of
deposit
of, money
market deposit accounts of, or bankers' acceptances issued by,
any
depository institution or trust company (including the Trustee,
the
Master Servicers, the
Special Servicers, the Paying Agent or any Affiliate
of a
Master Servicer, a Special Servicer, the Paying Agent or the
Trustee,
acting in
its commercial capacity) incorporated or organized under the
laws of
the United States of America or any State thereof and subject
to
supervision and examination by federal or state banking
authorities, so
long as
the commercial paper or other short-term debt obligations of
such
depository
institution or trust company are rated "Prime-1" by Moody's and
"A-1"
(without regard to any plus or minus) by S&P or the
long-term
unsecured
debt obligations of such depository institution or trust
company
have been
assigned a rating by each Rating Agency at least equal to "Aa2"
by Moody's
and "AA-" by S&P or its equivalent or, in each case, if not
rated by a
Rating Agency, then such Rating Agency has issued a Rating
Agency
Confirmation;
(iii) repurchase agreements or obligations with respect to any
security
described in clause (i) above where such security has a
remaining
maturity
of one year or less and where such repurchase obligation has
been
entered
into with a depository institution or trust company (acting as
principal)
described in clause (ii) above and where such repurchase
obligation
will mature prior to the Business Day preceding the next date
upon
which, as described in this Agreement, such amounts are required
to
be
withdrawn from a Certificate Account and which meets the minimum
rating
requirement for such entity described above (or for which Rating
Agency
Confirmation is obtained with respect to such ratings);
(iv) debt obligations (other than stripped bonds or stripped
coupons)
bearing interest or sold at a discount issued by any
corporation
incorporated under the laws of the United States of America or any
state
thereof,
which securities are rated in one of the two highest rating
categories by Moody's and at
least "AA" by S&P, unless otherwise specified
in writing
by the Rating Agency; provided that securities issued by any
particular
corporation will not be Eligible Investments to the extent that
investment
therein will cause the then-outstanding principal amount of
securities
issued by such corporation and held in a Certificate Account to
exceed 5%
of the sum of the aggregate Certificate Principal Balance of
the
Principal
Balance Certificates and the aggregate principal amount of all
Eligible
Investments in the Certificate Account;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand or
on a
specified date
not more than one year after the date of issuance thereof)
rated
"Prime-1" by Moody's and "A-1" (without regard to any plus or
minus)
by S&P
(or for which Rating Agency Confirmation is obtained with
respect
to such
ratings);
(vi) units of investment funds (including money market funds)
that
are rated
in the highest long-term category by Moody's and "AAAm" by
S&P
(or if not
rated by any such Rating Agency, then such Rating Agency has
issued a
Rating Agency Confirmation);
(vii) guaranteed reinvestment agreements maturing within 365 days
or
less
issued by any bank, insurance company or other corporation
whose
long-term
unsecured debt rating is not less than "Aa2" by Moody's and
"AA"
(or its
equivalent) by S&P, or for which Rating Agency Confirmation
is
obtained
with respect to such ratings; provided that, with respect to
S&P,
such
agreements state that funds may be withdrawn at par without
penalty;
(viii) any money market funds (including those managed or advised
by
the Paying
Agent or its Affiliates) that maintain a constant asset value
and that
are rated "Aaa" (or its equivalent) by Moody's (if so rated by
Moody's)
and "AAAm" or "AAAm-G" (or its equivalent) by S&P, and any
other
demand,
money-market or time deposit, or any other obligation, security
or
investment, with respect to which Rating Agency Confirmation has
been
obtained;
and
(ix) such other investments bearing interest or sold at a
discount,
earning a
return "in the nature of interest" within the meaning of
Treasury
Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an
Opinion
of Counsel
delivered to the Trustee and the Paying Agent by the applicable
Master
Servicer or Special Servicer at the applicable Master Servicer's
or
Special
Servicer's expense), as are acceptable to the Rating Agencies
(as
evidenced
by Rating Agency Confirmation) and treated as "permitted
investments" that are "cash flow investments" under Section
860G(a)(5) of
the
Code;
provided (A) such investment is held for a
temporary period pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations,
(B) such investment is payable by
the obligor in U.S. dollars, and (C) that
no such instrument shall be an
Eligible Investment (1) if such instrument
evidences either (a) a right to
receive only interest payments or only
principal payments with respect to the
obligations underlying such instrument or
(b) a right to receive both principal
and interest payments derived from
obligations underlying such instrument and
the principal and interest payments with
respect to such instrument provide a
yield to maturity of greater than 120% of
the yield to maturity at par of such
underlying obligations, or (2) if it may be
redeemed at a price below the
purchase price or (3) if it is not treated
as a "permitted investment" that is a
"cash flow investment" under Section
860G(a)(5) of the Code; and provided,
further, that any such instrument shall
have a maturity date no later than the
date such instrument is required to be used
to satisfy the obligations under
this Agreement, and, in any event, shall
not have a maturity in excess of one
year; any such instrument must have a
predetermined fixed dollar of principal
due at maturity that cannot vary or change;
if rated, the obligation must not
have an "r" highlighter affixed to its
rating; interest on any variable rate
instrument shall be tied to a single
interest rate index plus a single fixed
spread (if any) and move proportionally
with that index; and provided, further,
that no amount beneficially owned by any
REMIC Pool (including any amounts
collected by the Master Servicers but not
yet deposited in the Certificate
Accounts) may be invested in investments
treated as equity interests for Federal
income tax purposes. No Eligible
Investments shall be purchased at a price in
excess of par. For the purpose of this
definition, units of investment funds
(including money market funds) shall be
deemed to mature daily.
"Environmental Insurance Policy" shall mean, with respect to
any
Mortgage Loan or the related Mortgaged
Property or REO Property, any insurance
policy covering pollution conditions and/or
other environmental conditions that
is maintained from time to time in respect
of such Mortgage Loan, Mortgaged
Property or REO Property, as the case may
be, for the benefit of, among others,
the Trustee on behalf of the
Certificateholders.
"Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees,
permits, concessions, grants, franchises,
licenses, agreements or other
governmental restrictions, now or hereafter
in effect, relating to health or the
environment or to emissions, discharges or
releases of chemical substances,
including, without limitation, any and all
pollutants, contaminants, petroleum
or petroleum products, asbestos or
asbestos-containing materials,
polychlorinated biphenyls,
urea-formaldehyde insulation, radon, industrial,
toxic or hazardous substances or wastes,
into the environment, including,
without limitation, ambient air, surface
water, ground water or land, or
otherwise relating to the manufacture,
processing, distribution, use, labeling,
registration, treatment, storage, disposal,
transport or handling of any of the
foregoing substances or wastes or the
clean-up or other remediation thereof.
"ERISA" means the Employee Retirement Income Security Act of
1974,
as amended.
"Escrow Account" means an account established by or on behalf of
the
Master Servicer pursuant to Section
8.3(e).
"Escrow Amount" means any amount payable with respect to a
Mortgage
Loan for taxes, assessments, water rates,
Standard Hazard Insurance Policy
premiums, ground lease payments, reserves
for capital improvements, deferred
maintenance, repairs, tenant improvements,
leasing commissions, rental
achievements, environmental matters and
other reserves or comparable items.
"Euroclear" means the Euroclear system.
"Event of Default" has the meaning set forth in Section
8.28(b).
"Excess Interest" means, with respect to an ARD Loan if such
ARD
Loan is not prepaid in full on or before
its Anticipated Repayment Date, the
excess, if any of (i) interest accrued at
the rate of interest applicable to
such Mortgage Loan after such Anticipated
Repayment Date (plus any interest on
such interest as may be provided for under
the Mortgage Loan documents) over
(ii) interest accrued at the rate of
interest applicable to such Mortgage Loan
before such Anticipated Repayment Date.
Excess Interest on an ARD Loan is an
asset of the Trust, but shall not be an
asset of any REMIC Pool formed
hereunder.
"Excess Interest Sub-account" means an administrative account
deemed
to be a sub-account of the Distribution
Account, in accordance with the
provisions of Section 5.3. The Excess
Interest Sub-account shall not be an asset
of any REMIC Pool formed hereunder.
"Excess Liquidation Proceeds" means, with respect to any
Mortgage
Loan, the excess of (i) Liquidation
Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would
have been received if a Principal
Prepayment in full had been made with
respect to such Mortgage Loan on the date
such proceeds were received plus accrued
and unpaid interest with respect to
such Mortgage Loan and all expenses
(including Additional Trust Expenses and
Unliquidated Advances) with respect to such
Mortgage Loan.
"Excess Servicing Fee" means, with respect to the Mortgage Loans
for
which an "excess servicing fee rate" is
designated on the Mortgage Loan
Schedule, the monthly fee payable to the
parties set forth on Exhibit J hereto
or their successors and assigns, as holders
of excess servicing rights, which
fee shall accrue on the Scheduled Principal
Balance of each such Mortgage Loan
immediately prior to the Due Date occurring
in each month at the per annum rate
(determined in the same manner as the
applicable Mortgage Rate for such Mortgage
Loan is determined for such month)
specified on the Mortgage Loan Schedule (the
"Excess Servicing Fee Rate"). Each holder
of a right to receive Excess Servicing
Fees is entitled to Excess Servicing Fees
only with respect to the Mortgage
Loans as indicated on Exhibit J hereto.
"Exchange Certification" means an Exchange Certification
substantially in the form set forth in
Exhibit H hereto executed by a holder of
an interest in a Regulation S Global
Certificate or a Rule 144A IAI Global
Certificate, as applicable.
"Expense Loss" means a loss realized upon payment by the Trust of
an
Additional Trust Expense.
"Extension" has the meaning set forth in Section 9.15(a).
"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.
"FHLMC" means the Federal Home Loan Mortgage Corporation, or
any
successor thereto.
"Final Certification" has the meaning set forth in Section 2.2.
"Final Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.
"Final Rated Distribution Date" means, with respect to each
rated
Class of Certificates, the Distribution
Date in September 2042.
"Final Recovery Determination" means a determination with
respect
to: (i) any Mortgage Loan other than a
Specially Serviced Mortgage Loan, by the
applicable Master Servicer in consultation
with the applicable Special Servicer
and (ii) with respect to any Specially
Serviced Mortgage Loan (including a
Mortgage Loan that became an REO Property)
by the applicable Special Servicer,
in each case, in its good faith discretion,
consistent with the Servicing
Standard, that all Insurance Proceeds,
Condemnation Proceeds, Liquidation
Proceeds, Purchase Proceeds and other
payments or recoveries which the
applicable Master Servicer or the
applicable Special Servicer, as the case may
be, expects to be finally recoverable on
such Mortgage Loan, without regard to
any obligation of such Master Servicer or
the Trustee, as the case may be, to
make payments from its own funds pursuant
to Article IV hereof, have been
recovered. With respect to each Mortgage
Loan that is cross-collateralized by
Mortgaged Properties securing other
Mortgage Loans, all of the Mortgaged
Properties and other security must be
considered in connection with any such
Final Recovery Determination. The
applicable Special Servicer shall be required
to provide the applicable Master Servicer
with prompt written notice of any
Final Recovery Determination with respect
to any Specially Serviced Mortgage
Loan or REO Mortgage Loan upon making such
determination. The applicable Master
Servicer shall promptly notify the Trustee
and the Paying Agent of such
determination and the Paying Agent shall
deliver a copy of such notice to each
Rating Agency.
"Final Scheduled Distribution Date" means, for each Class of
rated
Certificates, the Distribution Date on
which such Class would be paid in full if
payments were made on the Mortgage Loans in
accordance with their terms, except
that the ARD Loan is assumed to be repaid
on its Anticipated Repayment Date.
"Fitch" means Fitch Ratings, Inc. or its successor in interest.
"Fixed Interest Distribution" means with respect to the Class
A-3-1FL Regular Interest, the payments of
interest required to be made in
respect of each Distribution Date,
commencing in November 2005, by the Trustee
to the Swap Counterparty pursuant to the
Swap Contract at a rate equal to the
Pass-Through Rate of the Class A-3-1FL
Regular Interest on the Floating Rate
Certificate Notional Amount subject to
reduction in accordance with the Swap
Contract.
"Floating Rate Account" means the Eligible Account or Accounts
established and maintained by the Paying
Agent on behalf of the Trustee with
respect to the Class A-3-1FL Certificates,
which shall be entitled "Wells Fargo
Bank, N.A., as Trustee, in trust for
Holders of Morgan Stanley Capital I Trust
2005-IQ10, Floating Rate Account, Class
A-3-1FL" and "GMAC Commercial Mortgage
Corporation, as General Master Servicer for
Wells Fargo Bank, N.A., as Trustee
for the Holders of Morgan Stanley Capital I
Trust 2005-IQ10, Floating Rate
Account, Class A-3-1FL"; provided, that the
Floating Rate Account may be a
subaccount of the Distribution Account or
the Certificate Account. The Floating
Rate Account shall be an asset of the Class
A-3-1FL Grantor Trust.
"Floating Rate Certificate Notional Amount" means a notional
amount
equal to the Certificate Balance of the
Class A-3-1FL Regular Interest.
"FNMA" means the Federal National Mortgage Association, or any
successor thereto.
"General Master Servicer" means GMAC Commercial Mortgage
Corporation
and its permitted successors or
assigns.
"General Master Servicer's Contact Numbers" means (a) (215)
328-3478
with respect to facsimile transmissions and
(b) (215) 328-1258 with respect to
telephone calls, or in each case, at such
other telephone number provided by the
General Master Servicer.
"General Special Servicer" means J.E. Robert Company, Inc., or
any
successor General Special Servicer as
herein provided, including without
limitation any successor General Special
Servicer appointed pursuant to Section
9.39.
"Global Certificate" means any Rule 144A IAI Global
Certificate,
Regulation S Temporary Global Certificate
or Regulation S Permanent Global
Certificate.
"Grantor Trust Provisions" shall mean those provisions of the
Code
relating to grantor trusts, which appear in
subpart E, Part I of subchapter J,
and related provisions, and proposed,
temporary and final Treasury regulations,
including Treasury Regulations Section
301.7701-4(c)(2), and any published
rulings, notice and announcements
promulgated thereunder, as the foregoing may
be in effect from time to time.
"Group PB REMIC I Regular Interests" means, collectively, all of
the
REMIC I Regular Interests other than the
Group X-Y REMIC I Regular Interests,
which are the REMIC I Regular Interests
with principal balances.
"Group X-Y REMIC I Regular Interests" means, collectively, the
REMIC
I Regular Interests, which represent
interests in the Class X-Y Strip Rates with
respect to the Specially Designated Co-op
Mortgage Loans, which are the REMIC I
Regular Interests without principal
balances (but have notional amounts for
purposes of accruing interest).
"Holder" means the Person in whose name a Certificate is
registered
on the Certificate Register.
"IAI Definitive Certificate" means, with respect to any Class
of
Certificates sold to Institutional
Accredited Investors who are not Qualified
Institutional Buyers, a Certificate in
definitive, fully registered certificated
form without interest coupons.
"Independent" means, when used with respect to any Accountants,
a
Person who is "independent" within the
meaning of Rule 2-01(B) of the
Commission's Regulation S-X. Independent
means, when used with respect to any
other Person, a Person who (A) is in fact
independent of another specified
Person and any Affiliate of such other
Person, (B) does not have any material
direct or indirect financial interest in
such other Person or any Affiliate of
such other Person, (C) is not connected
with such other Person or any Affiliate
of such other Person as an officer,
employee, promoter, underwriter, trustee,
partner, director or Person performing
similar functions and (D) is not a member
of the immediate family of a Person defined
in clause (B) or (C) above.
"Independent Contractor" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially
Serviced Mortgage Loan, any Person
designated by the applicable Master
Servicer (other than any Master Servicer,
but which may be an Affiliate of such
Master Servicer), or (B) that is a
Specially Serviced Mortgage Loan, any
Person designated by the applicable
Special Servicer that would be an
"independent contractor" with respect to a
REMIC Pool within the meaning of Section
856(d)(3) of the Code if such REMIC
Pool were a real estate investment trust
(except that the ownership test set
forth in such Section shall be considered
to be met by any Person that owns,
directly or indirectly, 35% or more of the
Aggregate Certificate Balance or
Notional Amount, as the case may be, of any
Class of the Certificates (other
than the Residual Certificates), a
Percentage Interest of 35% or more in the
Residual Certificates or such other
interest in any Class of the Certificates or
of the applicable REMIC Pool as is set
forth in an Opinion of Counsel, which
shall be at no expense to the Trustee or
the Trust) so long as such REMIC Pool
does not receive or derive any income from
such Person and provided that the
relationship between such Person and such
REMIC is at arm's length, all within
the meaning of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other
Person (including a Master Servicer or a
Special Servicer) upon receipt by the
Trustee of an Opinion of Counsel, which
shall be at the expense of the Person
delivering such opinion to the Trustee, to
the effect that the taking of any
action in respect of any REO Property by
such Person, subject to any conditions
therein specified, that is otherwise herein
contemplated to be taken by an
Independent Contractor will not cause such
REO Property to cease to qualify as
"foreclosure property" within the meaning
of Section 860G(a)(8) of the Code
(determined without regard to the exception
applicable for purposes of Section
860D(a) of the Code), or cause any income
realized in respect of such REO
Property to fail to qualify as Rents from
Real Property.
"Initial Certification" has the meaning set forth in Section
2.2.
"Initial Deposit" means the amount of all collections made on
the
Mortgage Loans from the Cut-Off Date to and
excluding the Closing Date.
"Initial LTV Co-op Basis" shall mean, with respect to any Co-op
Mortgage Loan, the related loan-to-value
ratio specified under the heading
"Cut-Off Date LTV" in Appendix II to the
Final Prospectus Supplement.
"Inspection Report" means a report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Property
Inspection Form" available as of January
31, 2006 on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be approved by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it
requires the presentation of information in
addition to that called for by the
form of the "Property Inspection Form"
available as of the Closing Date on the
CMSA Website, is reasonably acceptable to
the Master Servicer or the Special
Servicer, as applicable.
"Institutional Accredited Investor" means an institutional
accredited investor qualifying pursuant to
Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act.
"Insurance Policies" means, collectively, any Standard Hazard
Insurance Policy, flood insurance policy,
title insurance policy, terrorism
insurance policy or Environmental Insurance
Policy relating to the Mortgage
Loans or the Mortgaged Properties in effect
as of the Closing Date or thereafter
during the term of this Agreement.
"Insurance Proceeds" means amounts paid by the insurer under
any
Insurance Policy (other than amounts
required to be paid over to the Mortgagor
(or used to restore the related Mortgaged
Property) pursuant to law, the related
Mortgage Loan or the Servicing
Standard).
"Insured Environmental Event" has the meaning set forth in
Section
9.1(f).
"Interest" means a REMIC I Regular Interest, a REMIC II Regular
Interest or the Class A-3-1FL Regular
Interest, as applicable.
"Interest Accrual Period" means, with respect to each
Distribution
Date, (i) for each Class of REMIC Regular
Certificates (other than the Class
A-3-1FL Certificates), the Class A-3-1FL
Regular Interest and, if the Swap
Contract or any replacement swap contract
is no longer in effect or if a Swap
Default has occurred and is continuing,
with respect to the Class A-3-1FL
Certificates, the calendar month
immediately preceding the month in which such
Distribution Date occurs or (ii) for the
Class A-3-1FL Certificates, for so long
as the Swap Contract or any replacement
swap contract is in effect and no Swap
Default has occurred and is continuing, the
period from (and including) the
prior Distribution Date (or the Closing
Date, in the case of the first such
period) and ending on (and including) the
day before the current Distribution
Date.
"Interest Reserve Account" means that Interest Reserve Account
maintained by the Master Servicer pursuant
to Section 5.1(a), which account
shall be an Eligible Account.
"Interest Reserve Amount" has the meaning set forth in Section
5.1(d).
"Interest Reserve Loans" shall mean the Mortgage Loans which
bear
interest other than on the basis of a
360-day year consisting of twelve 30-day
months.
"Interest Reset Date" means the day that is two Banking Days
prior
to the start of the related Interest
Accrual Period.
"Interested Person" means, as of any date of determination, the
Master Servicers, the Special Servicers,
the Depositor, the holder of any
related Junior Indebtedness (with respect
to any particular Mortgage Loan), a
holder of 50% or more of the Controlling
Class, the Operating Adviser, any
Independent Contractor engaged by a Master
Servicer or a Special Servicer
pursuant to this Agreement, or any Person
actually known to a Responsible
Officer of the Trustee to be an Affiliate
of any of them.
"Investor-Based Exemption" means any of Prohibited Transaction
Class
Exemption ("PTCE") 84-14 (for transactions
by independent "qualified
professional asset managers"), PTCE 90-1
(for transactions by insurance company
pooled separate accounts), PTCE 91-38 (for
transactions by bank collective
investment funds), PTCE 95-60 (for
transactions by insurance company general
accounts) or PTCE 96-23 (for transactions
effected by "in-house asset
managers"), or any comparable exemption
available under Similar Laws.
"ISDA" means the International Swap Dealers Association.
"IXIS" has the meaning assigned in the Preliminary Statement
hereto.
"IXIS Loans" means, collectively, those Mortgage Loans sold to
the
Depositor pursuant to the Mortgage Loan
Purchase Agreement II and shown on
Schedule II hereto.
"IXIS Sub-Servicer" means L.J. Melody & Company of Texas, LP,
and
Holiday Fenoglio Fowler, L.P., each in its
capacity as sub-servicer of the IXIS
Loans pursuant to each IXIS Sub-Servicing
Agreement.
"IXIS Sub-Servicing Agreement" means each agreement between
L.J.
Melody & Company of Texas, LP, and
Holiday Fenoglio Fowler, L.P., respectively,
and the Master Servicer, each dated as of
October 1, 2005, under which such IXIS
Sub-Servicers service the IXIS Mortgage
Loans set forth on the schedule attached
thereto.
"Junior Indebtedness" means any indebtedness of any Mortgagor
that
is secured by a lien that is junior in
right of payment to the lien of the
Mortgage securing the related Mortgage
Note.
"L-3 Communications Mortgage Loan" means the Mortgage Loans
designated on the Mortgage Loan Schedule as
Mortgage Loan No. 3.
"L-3 Communications Notional Amount" means, as of any Due Date
in
respect of the L-3 Communications Mortgage
Loan, the Principal Balance of the
L-3 Communications Mortgage Loan.
"Late Collections" means, with respect to any Mortgage Loan,
all
amounts received during any Collection
Period, whether as late payments or as
Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Purchase
Proceeds or otherwise, that represent
payments or collections of Scheduled
Payments due but delinquent for a previous
Collection Period and not previously
recovered.
"Late Fees" means a fee payable to the applicable Master Servicer
or
the applicable Special Servicer, as the
case may be, to the extent actually
collected from the Mortgagor as provided in
the related Mortgage Loan, if
applicable, in connection with a late
payment made by such Mortgagor.
"LIBOR" means with respect to each Interest Accrual Period, the
per
annum rate for deposits in U.S. dollars for
a period of one month, which appears
on the Telerate page 3750 as the "London
Interbank Offering Rate" as of 11:00
a.m., London time, on the Interest Reset
Date. If such rate does not appear on
said Telerate page 3750, LIBOR shall be the
arithmetic mean of the offered
quotations obtained by the Swap
Counterparty from the principal London office of
four major banks in the London interbank
market selected by the Swap
Counterparty in its sole discretion (each,
a "Reference Bank") for rates at
which deposits in U.S. dollars are offered
to prime banks in the London
interbank market for a period of one month
in an amount that is representative
for a single transaction in the relevant
market at the relevant time as of
approximately 11:00 a.m., London time, on
the Interest Reset Date. If fewer than
two Reference Banks provide the Swap
Counterparty with such quotations, LIBOR
shall be the rate per annum which the Swap
Counterparty determines to be the
arithmetic mean of the rates quoted by
major banks in New York City, New York
selected by the Swap Counterparty at
approximately 11:00 a.m. New York City time
on the first day of the Interest Accrual
Period for loans in U.S. dollars to
leading European banks for a period of one
month in an amount that is
representative for a single transaction in
the relevant market at the relevant
time. LIBOR for the initial Interest
Accrual Period is 4.00588%.
"Liquidation Expenses" means reasonable and direct expenses
incurred
by the applicable Special Servicer on
behalf of the Trust in connection with the
enforcement and liquidation of any
Specially Serviced Mortgage Loan or REO
Property acquired in respect thereof
including, without limitation, reasonable
legal fees and expenses, appraisal fees,
committee or referee fees, property
manager fees, and, if applicable, brokerage
commissions and conveyance taxes for
such Specially Serviced Mortgage Loan. All
Liquidation Expenses relating to
enforcement and disposition of the
Specially Serviced Mortgage Loan shall be (i)
paid out of income from the related REO
Property, to the extent available, (ii)
paid out of related proceeds from
liquidation or (iii) advanced by the
applicable Master Servicer or Special
Servicer, subject to Section 4.4 and
Section 4.6(d) hereof, as a Servicing
Advance.
"Liquidation Fee" means a fee equal to the product of (x) 1.00%
and
(y) the Liquidation Proceeds received in
connection with full or partial
liquidation of a Specially Serviced
Mortgage Loan or related REO Property and
any Condemnation Proceeds or Insurance
Proceeds received by the Trust; provided,
however, that (A) in the case of a final
disposition consisting of the
repurchase of a Mortgage Loan or REO
Property by a Seller pursuant to Section
2.3, such fee will only be paid by such
Seller and due to a Special Servicer if
repurchased after the date that is 180 days
or more after the applicable Seller
receives notice of the breach or defect
causing the repurchase and (B) in the
case of a repurchase of a Mortgage Loan by
a related B note holder or mezzanine
lender, such fee will only be due to a
Special Servicer if repurchased 60 days
after a Master Servicer, Special Servicer
or Trustee receives notice of the
default causing the repurchase.
"Liquidation Proceeds" means (i) with respect to the sale or
liquidation of a Mortgage Loan or related
REO Property (other than pursuant to
Section 2.3), the proceeds of such sale or
liquidation net of Liquidation
Expenses (to the extent not otherwise paid
pursuant to Section 4.6(c)) and (ii)
with respect to the repurchase of a
Mortgage Loan or an REO Mortgage Loan
pursuant to Section 2.3, the Purchase Price
of such Mortgage Loan or REO
Mortgage Loan (or such allocable portion)
at the time of such repurchase.
"Liquidation Realized Loss" means, with respect to each
Mortgage
Loan or REO Property, as the case may be,
as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal
to the sum, without duplication, of
(A) the Principal Balance of the Mortgage
Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the
date of the Cash Liquidation or REO
Disposition (adjusted in accordance with
Section 6.6(c)(i)), plus (B) unpaid
interest and interest accrued thereon at
the applicable Mortgage Rate (including
interest accrued and unpaid on the portion
of the Principal Balance added in
accordance with Section 6.6(c)(i), which
interest shall accrue from the date of
the reduction in the Principal Balance
resulting from the allocation of a
Realized Loss incurred pursuant to Section
6.6(b)(i)), plus (C) any expenses
(including Additional Trust Expenses)
incurred in connection with such Mortgage
Loan that are payable or reimbursable to
any Person, other than amounts
previously treated as Expense Losses or
included in the definition of
Liquidation Expenses minus the sum of (i)
REO Income allocated as recoveries of
principal or interest on the related
Mortgage Loan, and (ii) with respect to any
Mortgage Loan, Liquidation Proceeds, Late
Collections and all other amounts
received from the related Mortgagor and
received during the Collection Period in
which such Cash Liquidation or REO
Disposition occurred. REO Income and
Liquidation Proceeds shall be applied in
accordance with Section 1.2(b) hereof.
"Loan Group" means either Loan Group 1 or Loan Group 2, as the
case
may be.
"Loan Group 1" means all of the Mortgage Loans that are Loan Group
1
Mortgage Loans and any successor REO
Mortgage Loans with respect thereto.
"Loan Group 1 Mortgage Loan" means any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to
Loan Group 1.
"Loan Group 1 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of
the Principal Distribution Amount
attributable to Mortgage Loans included in
Loan Group 1.
"Loan Group Principal Distribution Amount" means the Loan Group
1
Principal Distribution Amount or the Loan
Group 2 Principal Distribution Amount,
as applicable.
"Loan Group 2" means all of the Mortgage Loans that are Loan Group
2
Mortgage Loans and any successor REO
Mortgage Loans with respect thereto.
"Loan Group 2 Mortgage Loan" means any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to
Loan Group 2.
"Loan Group 2 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of
the Principal Distribution Amount
attributable to Mortgage Loans included in
Loan Group 2.
"Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which
is the Principal Balance of such Mortgage
Loan at the date of determination and
the denominator of which is the Appraised
Value of the Mortgaged Property as
shown on the most recent Appraisal or
valuation of the Mortgaged Property which
is available as of such date.
"Lock-Box Account" has the meaning set forth in Section 8.3(g).
"Lock-Box Agreement" means, with respect to any Mortgage Loan,
any
lock box agreement relating to such
Mortgage Loan among the related Mortgagor, a
depositary institution and the Master
Servicer (or a Primary Servicer or Sub
Servicer on its behalf) pursuant to which a
Lock-Box Account is created.
"Losses" has the meaning set forth in Section 12.4.
"MAI" means
Member of the Appraisal Institute.
"Master Servicer" means: (a) with respect to any Mortgage Loan
(other than an NCB, FSB Loan), any REO
Property acquired by the Trust with
respect to a Mortgage Loan (other than an
NCB, FSB Loan) and any matters
relating to the foregoing, the General
Master Servicer; and (b) with respect to
any NCB, FSB Loan, any REO Property
acquired by the Trust with respect to an
NCB, FSB Loan and any matters relating to
the foregoing, the NCB Master
Servicer.
"Master Servicer Consent Matter" has the meaning set forth in
Section 8.3(a).
"Master Servicer Remittance Date" means, for each Distribution
Date,
the Business Day immediately preceding such
Distribution Date.
"Master Servicing Fee" means for each calendar month, as to
each
Mortgage Loan, an amount equal to the
Master Servicing Fee Rate applicable to
such month (determined in the same manner
(other than the rate of accrual) as
the applicable Mortgage Rate is determined
for such Mortgage Loan for such
month) multiplied by the Scheduled
Principal Balance of such Mortgage Loan
immediately before the Due Date occurring
in such month, subject to reduction in
respect of Compensating Interest, as set
forth in Section 8.10(c). For the
avoidance of doubt, Master Servicing Fees
are in addition to Primary Servicing
Fees.
"Master Servicing Fee Rate" means, with respect to each
Mortgage
Loan, the rate per annum specified as such
on the Mortgage Loan Schedule.
"Material
Breach" has the meaning set forth in Section 2.3(a).
"Material Document Defect" has the meaning set forth in Section
2.3(a).
"Maturity Date" means, with respect to any Mortgage Loan as of
any
date of determination, the date on which
the last payment of principal is due
and payable under the related Mortgage
Loan, after taking into account all
Principal Prepayments received and any
Deficient Valuation, Debt Service
Reduction Amount or modification of the
Mortgage Loan occurring prior to such
date of determination, but without giving
effect to (i) any acceleration of the
principal of such Mortgage Loan or (ii) any
grace period permitted by the
related Mortgage Loan.
"MM" has the meaning assigned in the Preliminary Statement
hereto.
"MM Loans" means, collectively, those Mortgage Loans sold to
the
Depositor pursuant to the Mortgage Loan
Purchase Agreement III and shown on
Schedule III hereto.
"Modification Fee" means a fee, if any, (i) collected from a
Mortgagor by the applicable Master Servicer
in connection with a modification of
a Mortgage Loan other than a Specially
Serviced Mortgage Loan or (ii) collected
by the applicable Special Servicer in
connection with the modification of a
Specially Serviced Mortgage Loan.
"Modification Loss" means, with respect to each Mortgage Loan (i)
a
decrease in the Principal Balance of such
Mortgage Loan, as a result of a
modification thereof in accordance with the
terms hereof, (ii) any expenses
connected with such modification, to the
extent (x) reimbursable to the Trustee,
the applicable Special Servicer or the
applicable Master Servicer and (y) not
recovered from the Mortgagor or (iii) in
the case of a modification of such
Mortgage Loan that reduces the Mortgage
Rate thereof, the excess, on each Due
Date, of the amount of interest that would
have accrued at a rate equal to the
original Mortgage Rate, over interest that
actually accrued on such Mortgage
Loan during the preceding Collection
Period.
"Money Term" means, with respect to any Mortgage Loan, the
Maturity
Date, Mortgage Rate, Principal Balance,
amortization term or payment frequency
thereof, or the amount of the scheduled
payment thereof, or any provision
thereof requiring the payment of a
prepayment premium, yield maintenance payment
or percentage premium in connection with a
principal prepayment (and shall not
include late fees or default interest
provisions).
"Monthly Certificateholders Report" means a report provided
pursuant
to Section 5.4 by the Paying Agent monthly
as of the related Determination Date
generally in the form and substance of
Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any,
of such distributions to the holders
of each Class of Principal Balance
Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the
amount of such distribution to holders of
each Class of Certificates allocable to (A)
interest accrued at the respective
Pass-Through Rates, less any Net Aggregate
Prepayment Interest Shortfalls and
(B) Prepayment Premiums (including
Prepayment Premiums distributed in respect of
the Class A-3-1FL Regular Interest and paid
to the Swap Counterparty) or Yield
Maintenance Charges; (iii) the number of
outstanding Mortgage Loans and the
aggregate Principal Balance and Scheduled
Principal Balance of the Mortgage
Loans at the close of business on such
Determination Date; (iv) the number and
aggregate Scheduled Principal Balance of
Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C)
delinquent 90 or more days, (D) as to which
foreclosure proceedings have been
commenced, or (E) as to which bankruptcy
proceedings have been commenced; (v) with
respect to any REO Property included
in the Trust, the Principal Balance of the
related Mortgage Loan as of the date
of acquisition of the REO Property and the
Scheduled Principal Balance thereof;
(vi) as of the related Determination Date
(A) as to any REO Property sold during
the related Collection Period, the date of
the related determination by the
applicable Special Servicer that it has
recovered all payments which it expects
to be finally recoverable and the amount of
the proceeds of such sale deposited
into the Certificate Account, and (B) the
aggregate amount of other revenues
collected by the Special Servicer with
respect to each REO Property during the
related Collection Period and credited to
the Certificate Account, in each case
identifying such REO Property by the loan
number of the related Mortgage Loan;
(vii) the Aggregate Certificate Balance or
Notional Amount, as the case may be,
of each Class of Certificates before and
after giving effect to the distribution
made on such Distribution Date; (viii) the
aggregate amount of Principal
Prepayments made during the related
Collection Period; (ix) the Pass-Through
Rate applicable to each Class of
Certificates for such Distribution Date; (x)
the aggregate amount of the Master
Servicing Fee, the Primary Servicing Fee, the
Special Servicing Fee and the Excess
Servicing Fees; (xi) the amount of Unpaid
Interest, Realized Losses or Expense
Losses, if any, incurred with respect to
the Mortgage Loans, including a breakout by
type of such Realized Losses or
Expense Losses; (xii) the aggregate amount
of Servicing Advances and P&I
Advances outstanding separately stated that
have been made by the applicable
Master Servicer, the applicable Special
Servicer and the Trustee; (xiii) the
amount of any Appraisal Reductions effected
during the related Collection Period
on a loan-by-loan basis and the total
Appraisal Reductions in effect as of such
Distribution Date; (xiv) the amounts
received in respect of the Swap Contract or
the amounts paid in respect of the Swap
Contract and, if any of such amounts are
less than the full amount required to be
paid under the Swap Contract, the
amount of the shortfall; (xv) the
identification of any Rating Agency Trigger
Event or Swap Default as of the close of
business on the last day of the
immediately preceding calendar month with
respect to the Swap Contract
(including, if applicable, the notice
required by Section 6.12); (xvi) the
amount of any (x) payment by the Swap
Counterparty as a termination payment, (y)
payment to any successor interest rate swap
counterparty to acquire a
replacement interest rate swap agreement,
and (z) collateral posted in
connection with any Rating Agency Trigger
Event; and (xvii) the amount of and
identification of any payments on the Class
A-3-1FL Certificates in addition to
the amount of principal and interest due
thereon, such as any payment received
in connection with the Swap Contract or any
payment of a Prepayment Premium
after the termination of the Swap Contract
that is required to be distributed on
the Class A-3-1FL Certificates pursuant to
the terms of this Agreement. In the
case of information furnished pursuant to
subclauses (i), (ii) and (vii) above,
the amounts shall be expressed in the
aggregate and as a dollar amount per
$1,000 of original principal amount of the
Certificates for all Certificates of
each applicable Class.
"Moody's" means Moody's Investors Service, Inc. or its successor
in
interest.
"Mortgage" means the mortgage, deed of trust or other
instrument
securing a Mortgage Note.
"Mortgage File" means the mortgage documents listed below:
(i) the original Mortgage Note bearing all intervening
endorsements,
endorsed
in blank or endorsed "Pay to the order of Wells Fargo Bank,
N.A.,
as Trustee
for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ10, without recourse,
representation or warranty" or if the original Mortgage Note is
not
included
therein, then a lost note affidavit and indemnity with a copy
of
the Mortgage
Note attached thereto;
(ii) the original Mortgage, with evidence of recording thereon,
and,
if the
Mortgage was executed pursuant to a power of attorney, a
certified
true copy
of the power of attorney certified by the public recorder's
office,
with evidence of recording thereon (if recording is customary
in
the
jurisdiction in which such power of attorney was executed) or
certified
by a title insurance company or escrow company to be a true
copy
thereof;
provided that if such original Mortgage cannot be delivered
with
evidence
of recording thereon on or prior to the 90th day following the
Closing
Date because of a delay caused by the public recording office
where such
original Mortgage has been delivered for recordation or because
such
original Mortgage has been lost, the Depositor shall deliver or
cause
to be
delivered to the Trustee a true and correct copy of such
Mortgage,
together
with (A) in the case of a delay caused by the public recording
office, an
Officer's Certificate of the applicable Seller stating that
such
original Mortgage has been sent to the appropriate public
recording
official
for recordation or (B) in the case of an original Mortgage that
has been
lost after recordation, a certification by the appropriate
county
recording
office where such Mortgage is recorded that such copy is a true
and
complete copy of the original recorded Mortgage;
(iii) the originals of all agreements modifying a Money Term or
other
material modification, consolidation and extension agreements,
if
any, with,
if applicable, evidence of recording thereon (which are
reflected
in the Mortgage Loan Schedule), or if such original
modification, consolidation and extension agreements have been
delivered
to the
appropriate recording office for recordation and either have
not
yet been
returned on or prior to the 90th day following the Closing Date
with
evidence of recordation thereon or have been lost after
recordation,
true
copies of such modifications, consolidations and extensions
certified
by the
applicable Seller together with (A) in the case of a delay
caused
by the
public recording office, an Officer's Certificate of the
applicable
Seller
stating that such original modification, consolidation or
extension
agreement
has been dispatched or sent to the appropriate public recording
official
for recordation or (B) in the case of an original modification,
consolidation or extension agreement that has been lost after
recordation,
a
certification by the appropriate county recording office where
such
document
is recorded that such copy is a true and complete copy of the
original
recorded modification, consolidation or extension agreement,
and
the
originals of all assumption agreements, if any;
(iv) an original Assignment of Mortgage for each Mortgage Loan,
in
form and
substance acceptable for recording, signed by the holder of
record in
blank or in favor of "Wells Fargo Bank, N.A., as Trustee for
Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10;
(v) originals of all intervening assignments of Mortgage, if
any,
with
evidence of recording thereon or, if such original assignments
of
Mortgage
have been delivered to the appropriate recorder's office for
recordation, certified true copies of such assignments of
Mortgage
certified
by the applicable Seller, or in the case of an original blanket
intervening assignment of Mortgage retained by the applicable
Seller, a
copy
thereof certified by the applicable Seller or, if any original
intervening assignment of Mortgage has not yet been returned on or
prior
to the
90th day following the Closing Date from the applicable
recording
office or
has been lost, a true and correct copy thereof, together with
(A) in the
case of a delay caused by the public recording office, an
Officer's
Certificate of the applicable Seller stating that such original
intervening assignment of Mortgage has been sent to the appropriate
public
recording
official for recordation or (B) in the case of an original
intervening assignment of Mortgage that has been lost after
recordation, a
certification by the appropriate county recording office where
such
assignment
is recorded that such copy is a true and complete copy of the
original
recorded intervening assignment of Mortgage;
(vi) if the related Assignment of Leases is separate from the
Mortgage,
the original of such Assignment of Leases with evidence of
recording
thereon or certified by a title insurance company or escrow
company to
be a true copy thereof; provided that or, if such Assignment of
Leases has
not been returned on or prior to the 90th day following the
Closing
Date because of a delay caused by the applicable public
recording
office
where such Assignment of Leases has been delivered for
recordation
or because
such original Assignment of Leases has been lost, the Seller
shall
deliver or cause to be delivered to the Trustee a true and
correct
copy of
such Assignment of Leases submitted for recording, together
with,
(A) in the
case of a delay caused by the public recording office, an
Officer's
Certificate (as defined below) of the Seller stating that such
Assignment
of Leases has been sent to the appropriate public recording
official
for recordation or (B) in the case of an original Assignment of
Leases
that has been lost after recordation, a certification by the
appropriate county recording office where such Assignment of Leases
is
recorded
that such copy is a true and complete copy of the original
recorded
Assignment of Leases, in each case together with an original
assignment
of such Assignment of Leases, in recordable form, signed by the
holder of
record in favor of "Wells Fargo Bank, N.A., as Trustee for
Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10," which assignment may be effected
in the
related
Assignment of Mortgage;
(vii) the original or a copy of each guaranty, if any,
constituting
additional
security for the repayment of such Mortgage Loan;
(viii) the original Title Insurance Policy, or in the event
such
original
Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to
provide
any of the
foregoing pursuant to binding escrow instructions executed by
the title
company or its authorized agent with one of the foregoing
attached
thereto and, in each case, with the original Title Insurance
Policy to
follow within 180 days of the Closing Date, or a copy of any of
the
foregoing certified by the title company with the original
Title
Insurance
Policy to follow within 180 days of the Closing Date, or a
preliminary title report with the original Title Insurance Policy
to
follow
within 180 days of the Closing Date;
(ix) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and
(B)
UCC-2 or
UCC-3 financing statements assigning such UCC financing
statements
to the Trustee executed and delivered in connection with the
Mortgage
Loan;
(x) copies of the related ground lease(s), if any, related to
any
Mortgage
Loan where the Mortgagor is the lessee under such ground lease
and there
is a lien in favor of the mortgagee in such lease;
(xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;
(xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other
than
letters of
credit representing tenant security deposits which have been
collaterally assigned to the lender), which shall be assigned
and
delivered
to the Trustee on behalf of the Trust, and applied, drawn,
reduced or
released in accordance with documents evidencing or securing
the
applicable Mortgage Loan, this Agreement and the applicable
Primary
Servicing
Agreement or, (B) the original of each letter of credit, if
any,
constituting additional collateral for such Mortgage Loan (other
than
letters of
credit representing tenant security deposits which have been
collaterally assigned to the lender), which shall be held by
the
applicable
Primary Servicer (or the applicable Master Servicer) on behalf
of the
Trustee and applied, drawn, reduced or released in accordance
with
documents
evidencing or securing the applicable Mortgage Loan, this
Agreement
and the applicable Primary Servicing Agreement (it being
understood
that each Seller has agreed (a) that the proceeds of such
letter of
credit belong to the Trust, (b) to notify, on or before the
Closing
Date, the bank issuing the letter of credit that the letter of
credit and the proceeds
thereof belong to the Trust, and to use reasonable
efforts to
obtain within 30 days (but in any event to obtain within 90
days)
following the Closing Date, an acknowledgement thereof by the
bank
(with a
copy of such acknowledgement to be sent to the Trustee) and (c)
to
indemnify
the Trust for any liabilities, charges, costs, fees or other
expenses
accruing from the failure of the Seller to assign the letter of
credit
hereunder). In the case of clause (B) above, each Primary
Servicer
(and the
General Master Servicer) acknowledges that any letter of credit
held by it
shall be held in its capacity as agent of the Trust, and if a
Primary
Servicer or a Master Servicer, as applicable, sells its rights
to
service
the applicable Mortgage Loan, the applicable Primary Servicer or
a
Master
Servicer, as applicable, will assign the applicable letter of
credit to
the Trust or at the direction of the General Special Servicer
to
such party
as such Special Servicer may instruct, in each case, at the
expense of
the Primary Servicer or a Master Servicer, as applicable. The
Primary
Servicer (or the applicable Master Servicer) shall indemnify
the
Trust for
any loss caused by the ineffectiveness of such assignment;
(xiii) the original or a copy of the environmental indemnity
agreement,
if any, related to any Mortgage Loan;
(xiv) copies of third-party management agreements, if any, for
all
hotels and
for such other Mortgaged Properties securing Mortgage Loans
with a
Cut-Off Date Principal Balance equal to or greater than
$20,000,000;
(xv) the original of any Environmental Insurance Policy or (i)
if
the original is held by the
related borrower, a copy thereof, or (ii) the
binder for
such Environmental Insurance Policy;
(xvi) a copy of any affidavit and indemnification agreement in
favor
of the
lender; and
(xvii) with respect to hospitality properties, a copy of any
franchise
agreement, franchise comfort letter and applicable assignment
or
transfer
documents.
"Mortgage Loan" means a Mortgage Note secured by a Mortgage, and
all
amendments and modifications thereof,
identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed,
transferred, sold, assigned to or
deposited with the Trustee pursuant to
Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any Defeasance
Loan, any REO Mortgage Loan, unless the
context requires otherwise.
"Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase
Agreement II, Mortgage Loan Purchase
Agreement III, Mortgage Loan Purchase
Agreement IV, Mortgage Loan Purchase
Agreement V and Mortgage Loan Purchase
Agreement VI, as the case may be.
"Mortgage Loan Purchase Agreement I" means that certain
Mortgage
Loan Purchase Agreement between MSMC and
the Depositor dated as of October 1,
2005 with respect to the MSMC Loans, a form
of which is attached hereto as
Exhibit K-1.
"Mortgage Loan Purchase Agreement II" means that certain
Mortgage
Loan Purchase Agreement between IXIS and
the Depositor dated as of October 1,
2005 with respect to the IXIS Loans, a form
of which is attached hereto as
Exhibit K-2.
"Mortgage Loan Purchase Agreement III" means that certain
Mortgage
Loan Purchase Agreement between MM and the
Depositor dated as of October 1, 2005
with respect to the MM Loans, a form of
which is attached hereto as Exhibit K-3.
"Mortgage Loan Purchase Agreement IV" means that certain
Mortgage
Loan Purchase Agreement between NCB, FSB
and the Depositor dated as of October
1, 2005 with respect to the NCB, FSB Loans,
a form of which is attached hereto
as Exhibit K-4.
"Mortgage Loan Purchase Agreement V" means that certain
Mortgage
Loan Purchase Agreement between UCMFI and
the Depositor dated as of October 1,
2005 with respect to the UCMFI Loans, a
form of which is attached hereto as
Exhibit K-5.
"Mortgage Loan Purchase Agreement VI" means that certain
Mortgage
Loan Purchase Agreement between SunTrust
and the Depositor dated as of October
1, 2005 with respect to the SunTrust Loans,
a form of which is attached hereto
as Exhibit K-6.
"Mortgage Loan Schedule" or "Loan Schedule" means collectively
the
schedule attached hereto as Schedule I,
which identifies each MSMC Loan, the
schedule attached hereto as Schedule II,
which identifies each IXIS Loan, the
schedule attached hereto as Schedule III,
which identifies each MM Loan, the
schedule attached hereto as Schedule IV,
which identifies each NCB, FSB Loan,
the schedule attached hereto as Schedule V,
which identifies each UCMFI Loan and
the schedule attached hereto as Schedule
VI, which identifies each SunTrust
Loan, as such schedules may be amended from
time to time pursuant to Section
2.3.
"Mortgage Note" means the note or other evidence of
indebtedness
evidencing the indebtedness of a Mortgagor
under a Mortgage Loan.
"Mortgage Pool" means all of the Mortgage Loans and any
successor
REO Mortgage Loans, collectively.
"Mortgage Rate" means, for a given Mortgage Loan, the per annum
rate
at which interest accrues on such Mortgage
Loan.
"Mortgaged Property" means the real property, together with
improvements thereto, securing the
indebtedness of the Mortgagor under the
related Mortgage Loan.
"Mortgagee" means, with respect to any Mortgage as of any date
of
determination, the mortgagee named therein
as of such date.
"Mortgagor" means the obligor on a Mortgage Note.
"MSMC" has the meaning assigned in the Preliminary Statement
hereto.
"MSMC Loans" means, collectively, those Mortgage Loans sold to
the
Depositor pursuant to the Mortgage Loan
Purchase Agreement I and shown on
Schedule I hereto.
"NCB, FSB Subordinate Debt Conditions" means, with respect to a
Mortgagor encumbering a Mortgaged Property
relating to a Co-op Mortgage Loan
with a subordinate mortgage, the following
conditions: (i) each of the loans, or
the sole loan, to be secured by each such
subordinate mortgage is made by NCB,
FSB or any Affiliate thereof (ii) each such
subordinate mortgage is expressly
subject and subordinate to the lien of the
Mortgage encumbering the Mortgaged
Property in question, (iii) each such
subordinate mortgage is expressly made in
compliance with the underwriting standards
which NCB, FSB customarily employs in
connection with making subordinate
mortgages for its own mortgage loan
portfolio, (iv) as of the date of the
closing of the subordinate mortgage loan
in question, the New Loan-to-Value Ratio
(as defined below) does not exceed 40%,
(v) NCB, FSB or any Affiliate thereof that
originates the subordinate mortgage
loan, executes and delivers to the Trustee
for inclusion in the Mortgage File a
subordination agreement with respect to
such subordinate mortgage in
substantially the form of Exhibit T hereto
(provided that the Trustee shall have
no responsibility for determining the
sufficiency or validity thereof), (vi) if
the subordinate mortgage loan will not be a
fully amortizing loan, the stated
maturity date of the subordinate mortgage
loan shall be no earlier than the
maturity date of the related Co-op Mortgage
Loan, (vii) the subordinate mortgage
loan shall have interest payable on a
current basis, with no deferral, (viii)
the subordinate mortgage loan is made
principally for the purpose of funding
capital expenditures, major repairs or
reserves at or with respect to the
Mortgaged Property in question and (ix) the
aggregate amount of subordinate debt
encumbering the Mortgaged Property in
question does not exceed $7,500,000. For
purposes of this definition, and
notwithstanding anything herein to the
contrary: "Mortgage Debt" shall mean the
sum of (x) the aggregate outstanding
principal balance of all loans secured by
one or more mortgages then encumbering
the Mortgaged Property in question
(including the related Co-op Mortgage Loan
and any then existing subordinate mortgage
loans) and (y) the principal amount
of the proposed new subordinate mortgage
loan; "New Loan-to-Value Ratio" shall
mean, as of any date for any Co-op Mortgage
Loan, the fraction, expressed as a
percentage, the numerator of which is the
Mortgage Debt for the related
Mortgaged Property on such date, and the
denominator of which is the Appraised
Value of the related Mortgaged Property;
and "Appraised Value" shall be based on
an MAI appraisal of the applicable
Mortgaged Property made, in conformance with
NCB, FSB's customary underwriting
requirements, not more than one year prior to
the origination date of the related Co-op
Mortgage Loan and reviewed by the NCB
Master Servicer.
"NCB Master Servicer" means NCB, FSB and its permitted successors
or
assigns.
"NCB Master Servicer's Website" has the meaning set forth in
Section
8.14 hereof.
"NCB, FSB Trust Assets" means the NCB, FSB Loans, any REO
Properties
acquired by the Trust with respect to the
NCB, FSB Loans and any and all other
related assets of the Trust.
"NCB, FSB" has the meaning assigned in the Preliminary
Statement
hereto.
"NCB, FSB Loans" means, collectively, those Mortgage Loans sold
to
the Depositor pursuant to the Mortgage Loan
Purchase Agreement IV and shown on
Schedule IV hereto.
"Net Aggregate Prepayment Interest Shortfall" means, for any
Distribution Date and each Master Servicer,
the excess of all Prepayment
Interest Shortfalls incurred in respect of
all (or, where specified, a portion)
of the Mortgage Loans serviced by such
Master Servicer (including Specially
Serviced Mortgage Loans) during any
Collection Period over the sum of (A) the
Compensating Interest to be paid by such
Master Servicer (or any Primary
Servicer or Sub-Servicer, if applicable
according to the related Primary
Servicing Agreement or Sub-Servicing
Agreement) on such Distribution Date and
(B) the aggregate Prepayment Interest
Excesses during such Collection Period for
such Master Servicer's Mortgage Loans
(including Specially Serviced Mortgage
Loans). Prepayment Interest Shortfalls and
Prepayment Interest Excesses will be
separately accounted for by each of the
Master Servicers.
"Net Swap Payment" shall have the meaning specified in Section
8.30(g).
"New Lease" means any lease of any REO Property entered into on
behalf of the Trust, including any lease
renewed or extended on behalf of the
Trust if the Trust has the right to
renegotiate the terms of such lease.
"1940 Act" means the Investment Company Act of 1940, as
amended.
"1933 Act" means the Securities Act of 1933, as amended.
"1934 Act" means the Securities Exchange Act of 1934, as
amended.
"Non-Investment Grade Certificates" means each Class of
Certificates
other than a Residual Certificate, Class
EI-L3 Certificate or a Class EI
Certificate that, at the time of
determination, is not rated in one of the four
highest generic rating categories by at
least one of Fitch, S&P or Moody's.
"Non-Registered Certificate" means unless and until registered
under
the Securities Act, any Class X-1, Class
X-Y, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class EI,
Class EI-L3 or Residual Certificate.
"Nondisqualification Opinion" means a written Opinion of Counsel
to
the effect that a contemplated action (i)
will neither cause any REMIC Pool to
fail to qualify as a REMIC at any time that
any Certificates are outstanding nor
cause a "prohibited transaction,"
"prohibited contribution" or any other tax
(other than a tax on "net income from
foreclosure property" permitted to be
incurred under this Agreement) to be
imposed on any REMIC Pool or the Trust,
(ii) will not cause the Class EI/Class
EI-L3 Grantor Trust to fail to qualify as
a grantor trust and (iii) will not cause
the Class A-3-1FL Grantor Trust to fail
to qualify as a grantor trust.
"Noneconomic Residual Interest" means a residual interest that is
a
"noneconomic residual interest" within the
meaning of Treasury Regulations
Section 1.860E-1(c).
"Nonrecoverable Advance" means the portion of any Advance
(including
interest accrued thereon at the Advance
Rate) or Unliquidated Advance (not
including interest thereon) previously made
(or, in the case of an Unliquidated
Advance, not reimbursed to the Trust) or
proposed to be made by a Master
Servicer, a Special Servicer or the Trustee
that, in its respective sole
discretion, exercised in good faith and,
with respect to such Master Servicer
and such Special Servicer, in accordance
with the Servicing Standard, will not
be or, in the case of a current
delinquency, would not be, ultimately
recoverable, from Insurance Proceeds,
Condemnation Proceeds, Liquidation
Proceeds or Purchase Proceeds (or from any
other collections) with respect to
the related Mortgage Loan or REO Property,
as evidenced by an Officer's
Certificate delivered pursuant to Section
4.4. With respect to each Mortgage
Loan that is cross-collateralized by
Mortgaged Properties securing other
Mortgage Loans, all of such Mortgaged
Properties and other security must be
considered in connection with any
determination of whether an Advance or
Unliquidated Advance is a Nonrecoverable
Advance. Such Officer's Certificate
shall be delivered to the Trustee (upon
which the Trustee may conclusively rely)
or to the Depositor (if the Trustee is
delivering such Officer's Certificate)
and (in either case) to the applicable
Special Servicer and the Paying Agent, in
the time periods as specified in Section
4.4 and shall include the information
and reports set forth in Section 4.4.
Absent bad faith, the applicable Master
Servicer's determination as to the
nonrecoverability of any Advance shall be
conclusive and binding on the
Certificateholders and may, in all cases, be
relied on by the Trustee; provided,
however, that the applicable Special
Servicer may, at its option, make a
determination in accordance with the
Servicing Standard that any P&I Advance
or Servicing Advance, if made, would be
a Nonrecoverable Advance and shall deliver
to the Master Servicer and the
Trustee notice of such determination. Any
such determination shall be conclusive
and binding on the applicable Master
Servicer and the Trustee; provided,
however, the applicable Special Servicer
shall have no such right to make an
affirmative determination that any P&I
Advance is or would be recoverable and,
in the absence of a determination by the
applicable Special Servicer that such
Advance is or would be a Nonrecoverable
Advance, the decision that a P&I Advance
is recoverable shall remain with the
applicable Master Servicer or Trustee, as
applicable. Absent bad faith, such
determination by the applicable Special
Servicer shall be conclusive and binding on
the Certificateholders, the Master
Servicers and the Trustee. None of the
Master Servicers, the Special Servicers
or the Trustee will be obligated to make
any Advance that, in its judgment in
accordance with the Servicing Standard,
would not ultimately be recoverable out
of collections on the related Mortgage
Loan. In making any nonrecoverability
determination as described above, the
relevant party shall be entitled (i) to
consider (among other things) the
obligations of the Mortgagor under the terms
of the Mortgage Loan as it may have been
modified, (ii) to consider (among other
things) the related Mortgaged Properties in
their "as is" then-current
conditions and occupancies and such party's
assumptions (consistent with the
Servicing Standard in the case of the
applicable Master Servicer or the
applicable Special Servicer) regarding the
possibility and effects of future
adverse change with respect to such
Mortgaged Properties, (iii) to estimate and
consider, consistent with the Servicing
Standard in the case of the applicable
Master Servicer or the applicable Special
Servicer (among other things), future
expenses, (iv) to estimate and consider,
consistent with the Servicing Standard
in the case of the applicable Master
Servicer or the applicable Special Servicer
(among other things), the timing of
recovery to such party and (v) to consider
the amount of any deferred Advances
outstanding. In addition, the relevant party
may, consistent with the Servicing Standard
in the case of the applicable Master
Servicer or the applicable Special
Servicer, update or change its
nonrecoverability determinations at any
time in accordance with the terms hereof
and may, consistent with the Servicing
Standard in the case of the applicable
Master Servicer or the applicable Special
Servicer, obtain from the applicable
Special Servicer any analysis, appraisals
or other information in the possession
of such Special Servicer for such
purposes.
"Notional Amount" means, as of any date of determination: (i)
with
respect to all of the Class X-1
Certificates as a Class, the Class X-1 Notional
Amount as of such date of determination;
(ii) with respect to any Class X-1
Certificate, the product of the Percentage
Interest evidenced by such
Certificate and the Class X-1 Notional
Amount as of such date of determination;
(iii) with respect to all of the Class X-Y
Certificates as a Class, the Class
X-Y Notional Amount as of such date of
determination; (iv) with respect to any
Class X-Y Certificate, the product of the
Percentage Interest evidenced by such
Certificate and the Class X-Y Notional
Amount; (v) with respect to all of the
Class X-2 Certificates as a Class, the
Class X-2 Notional Amount as of such date
of determination; (vi) with respect to any
Class X-2 Certificate, the product of
the Percentage Interest evidenced by such
Certificate and the Class X-2 Notional
Amount of such date of determination; (vii)
with respect to any Group X-Y REMIC
I Regular Interest, the Principal Balance
of the related Specially Designated
Co-op Mortgage Loan (or any successor REO
Mortgage Loan), reduced by any
Advances of principal made with respect to
such Specially Designated Co-op
Mortgage Loan and losses thereon previously
allocated to Certificateholders; and
(viii) with respect to the REMIC II Regular
Interest X-Y, the Class X-Y Notional
Amount, which is equal to the aggregate of
the Notional Amounts with respect to
all Group X-Y REMIC I Regular
Interests.
"Officer's Certificate" means (v) in the case of the Depositor,
a
certificate signed by one or more of the
Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice
President, Vice President or
Assistant Vice President, and by one or
more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant
Secretary of the Depositor, or (w) in
the case of the applicable Master
Servicer(s) and the applicable Special
Servicer(s), any of the officers referred
to above or an employee thereof
designated as a Servicing Officer or
Special Servicing Officer pursuant to this
Agreement, (x) in the case of the Trustee,
a certificate signed by a Responsible
Officer, (y) in the case of a Seller, a
certificate signed by one or more of the
Chairman of the Board, any Vice Chairman,
any Managing Director or Director, the
President, or any Executive Vice President;
Senior Vice President, Second Vice
President, Vice President or Assistant Vice
President, any Treasurer, any
Assistant Treasurer or any Secretary or
Assistant Secretary or any other
authorized signatory and (z) in the case of
the Paying Agent, a certificate
signed by a Responsible Officer, each with
specific responsibilities for the
matters contemplated by this Agreement.
"Operating Adviser" shall have the meaning specified in Section
9.37(a).
"Opinion of Counsel" means a written opinion of counsel addressed
to
the applicable Master Servicer (and/or any
Primary Servicer acting on behalf of
such Master Servicer), the applicable
Special Servicer, or the Trustee and the
Paying Agent, as applicable, reasonably
acceptable in form and substance to such
Master Servicer (and/or any Primary
Servicer acting on behalf of such Master
Servicer), such Special Servicer, or the
Trustee and the Paying Agent, as
applicable, and who is not in-house counsel
to the party required to deliver
such opinion but who, in the good faith
judgment of such Master Servicer (and/or
any Primary Servicer acting on behalf of
such Master Servicer), the applicable
Special Servicer, or the Trustee and the
Paying Agent, as applicable, is
Independent outside counsel knowledgeable
of the issues occurring in the
practice of securitization with respect to
any such opinion of counsel
concerning the taxation, or status as a
REMIC for tax purposes, of any REMIC
Pool or status as a "grantor trust" under
the Grantor Trust Provisions of the
Class A-3-1FL Grantor Trust and the Class
EI/Class EI-L3 Grantor Trust.
"Option" shall have the meaning specified in Section 9.36(a).
"Option Holder" shall have the meaning specified in Section
9.36(a).
"Option Purchase Price" shall have the meaning specified in
Section
9.36(b).
"Ownership Interest" means, as to any Certificate, any ownership
or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"OTS" shall mean the Office of Thrift Supervision or any
successor
thereto.
"P&I Advance" shall mean, (i) with respect to any Mortgage Loan
or
Specially Serviced Mortgage Loan as to
which all or a portion of the Scheduled
Payment (net of the related Master
Servicing Fees, Excess Servicing Fees,
Primary Servicing Fees and other servicing
fees payable from such Scheduled
Payment), other than a Balloon Payment or
any default interest, due during the
related Collection Period was not received
by the applicable Master Servicer as
of the related Determination Date (subject
to Section 5.1(h)), the portion of
such Scheduled Payment not received; (ii)
with respect to any Balloon Mortgage
Loan (including any REO Mortgage Loan which
provided for a Balloon Payment) as
to which a Balloon Payment was due or
deemed due during or prior to the related
Collection Period but was delinquent, in
whole or in part, as of the related
Determination Date, an amount equal to the
excess, if any, of the Assumed
Scheduled Payment (net of the related
Master Servicing Fee, Excess Servicing
Fees, Primary Servicing Fees and other
master or primary servicing fees payable
from such Assumed Scheduled Payment) for
such Balloon Mortgage Loan for the
related Collection Period, over any Late
Collections received in respect of such
Balloon Payment during such Collection
Period; and (iii) with respect to each
REO Property, an amount equal to the
excess, if any, of the Assumed Scheduled
Payment for the REO Mortgage Loan related
to such REO Property during the
related Collection Period, over remittances
of REO Income to the applicable
Master Servicer by the applicable Special
Servicer, reduced by any amounts
required to be paid as taxes on such REO
Income (including taxes imposed
pursuant to Section 860G(c) of the Code);
provided, however, that the Scheduled
Payment or Assumed Scheduled Payment for
any Mortgage Loan or REO Mortgage Loan
which has been modified shall be calculated
based on its terms as modified and
provided, further, that the interest
portion amount of any P&I Advance with
respect to a Mortgage Loan as to which
there has been an Appraisal Reduction
shall be an amount equal to the product of
(i) the amount with respect to
interest required to be advanced without
giving effect to this proviso and (ii)
a fraction, the numerator of which is the
Scheduled Principal Balance of such
Mortgage Loan as of the immediately
preceding Determination Date less any
Appraisal Reduction applicable to such
Mortgage Loan and the denominator of
which is the Scheduled Principal Balance of
such Mortgage Loan as of such
Determination Date.
"P&I Advance Amount" means the amount of the P&I Advance
computed
for any Distribution Date.
"Participant" means a broker, dealer, bank, other financial
institution or other Person for whom the
Clearing Agency effects book-entry
transfers and pledges of securities
deposited with the Clearing Agency.
"Pass-Through Rate" or "Pass-Through Rates" means with respect
to
any Class of REMIC I Regular Interests,
REMIC II Regular Interests, REMIC III
Regular Interests or Class A-3-1FL
Certificates, for the first Distribution
Date, the rate set forth in the Preliminary
Statement hereto. For any
Distribution Date occurring thereafter, the
Pass-Through Rates for (i)(A) the
Group PB REMIC I Regular Interests shall
equal their respective REMIC I Net
Mortgage Rates and (B) the Group X-Y REMIC
I Regular Interests, their respective
Class X-Y Strip Rates on the related
Mortgage Loan for such Distribution Date,
(ii)(A) the REMIC II Regular Interests
(other than REMIC II Regular Interest
X-Y) shall equal the Weighted Average REMIC
I Net Mortgage Rate and (B) the
REMIC II Regular Interest X-Y shall equal
the Weighted Average Class X-Y Strip
Rate for such Distribution Date, (iii) the
Class A-1 and Class A-2 Certificates
shall equal the fixed rate corresponding to
such Class set forth in the
Preliminary Statement hereto, (iv) the
Class A-1A Certificates shall equal a per
annum rate equal to the lesser of 5.214%
and the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date,
(v) the Class A-3-1FL Certificates
shall equal the per annum rate equal to
LIBOR plus 0.240%, provided, however,
that under the circumstances set forth in
Section 6.12 regarding defaults or
terminations under the Swap Contract, the
Pass-Through Rate of the Class A-3-1FL
Regular Interest shall be subject to
reduction in accordance with the Swap
Contract and this Agreement, (vi) the Class
A-3-1 Certificates shall equal a per
annum rate equal to the lesser of 5.251%
and the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date,
(vii) the Class A-3-2 Certificates
shall equal a per annum rate equal to the
lesser of 5.253% and the Weighted
Average REMIC I Net Mortgage Rate for such
Distribution Date, (viii) the Class
A-AB Certificates shall equal a per annum
rate equal to the lesser of 5.178% and
the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, (ix)
the Class A-4A Certificates shall equal a
per annum rate equal to the lesser of
5.230% and the Weighted Average REMIC I Net
Mortgage Rate for such Distribution
Date, (x) the Class A-4B Certificates shall
equal a per annum rate equal to the
lesser of 5.284% and the Weighted Average
REMIC I Net Mortgage Rate for such
Distribution Date, (xi) the Class A-J
Certificates shall equal a per annum rate
equal to the Weighted Average REMIC I Net
Mortgage Rate less 0.067% for such
Distribution Date, (xii) the Class B
Certificates shall equal a per annum rate
equal to the Weighted Average REMIC I Net
Mortgage Rate less 0.018% for such
Distribution Date, (xiii) the Class C,
Class D, Class E, Class F, Class G and
Class H Certificates shall equal a per
annum rate equal to the Weighted Average
REMIC I Net Mortgage Rate, (xiv) the Class
J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates shall
equal the lesser of (A) 4.944% and (B)
the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, (xv)
the Class X-1 Certificates shall equal the
per annum rate equal to the weighted
average of Class X-1 Strip Rates for the
Components for such Distribution Date
(weighted on the basis of the respective
Component Notional Amounts of such
Components outstanding immediately prior to
such Distribution Date), (xvi) the
Class X-2 Certificates shall equal the per
annum rate equal to the weighted
average of the Class X-2 Strip Rates for
the respective Class X-2 Components for
such Distribution Date (weighted on the
basis of the respective Component
Notional Amounts of such Components
outstanding immediately prior to such
Distribution Date), (xvii) the Class X-Y
Certificates shall equal the Weighted
Average Class X-Y Strip Rate and (xviii)
the Class A-3-1FL Regular Interest
shall equal a per annum rate equal to the
lesser of 5.251% and the Weighted
Average REMIC I Net Mortgage Rate for such
Distribution Date.
"Paying Agent" means Wells Fargo Bank, N.A. and any successor
or
assign, as provided herein.
"Paying Agent's Website" has the meaning set forth in Section
5.4(a)
hereof.
"Percentage Interest" means, with respect to each Class of
Certificates other than the Residual
Certificates, the fraction of such Class
evidenced by such Certificate, expressed as
a percentage (carried to four
decimal places and rounded, if necessary),
the numerator of which is the
Certificate Balance or Notional Amount, as
applicable, represented by such
Certificate determined as of the Closing
Date (as stated on the face of such
Certificate) and the denominator of which
is the Aggregate Certificate Balance
or Notional Amount, as applicable, of all
of the Certificates of such Class
determined as of the Closing Date. With
respect to each Residual Certificate,
the percentage interest in distributions
(if any) to be made with respect to the
relevant Class, as stated on the face of
such Certificate.
"Performing Party" has the meaning set forth in Section
8.26(b).
"Permitted Transferee" means any Transferee other than (i) a
Disqualified Organization or (ii) a United
States Tax Person with respect to
whom income from a Residual Certificate is
attributable to a foreign permanent
establishment or fixed base, within the
meaning of an applicable income tax
treaty, of such Person or any other United
States Tax Person.
"Person" means any individual, corporation, limited liability
company, partnership, joint venture,
association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Phase I Environmental Report" means a report by an Independent
Person who regularly conducts environmental
site assessments in accordance with
then current standards imposed by
institutional commercial mortgage lenders and
who has a reasonable amount of experience
conducting such assessments.
"Placement Agent" means Morgan Stanley & Co. Incorporated or
its
successor in interest.
"Plan" has the meaning set forth in Section 3.3(d).
"Planned Principal Balance" means for any Distribution Date,
the
balance shown for such Distribution Date on
Schedule XV.
"Preliminary Prospectus Supplement" has the meaning set forth in
the
Preliminary Statement hereto.
"Prepayment Interest Excess" means for any Distribution Date and
the
related Collection Period, during which a
full or partial Principal Prepayment
of a Mortgage Loan (including any payment
of an unscheduled Balloon Payment) is
made on or after the Due Date for such
Mortgage Loan through and including the
last day of the Collection Period (or, with
respect to those Mortgage Loans
listed on Schedule XIII, through and
including the first Business Day prior to
the Master Servicer Remittance Date), the
amount of interest that accrues on the
amount of such Principal Prepayment or
Balloon Payment from such Due Date to the
date such payment was made, plus (if made)
any payment by the related Mortgagor
of interest that would have accrued to the
next succeeding Due Date (net of the
amount of any Master Servicing Fee, the
Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee
and the Trustee Fee in each case, to
the extent payable out of such collection
of interest), to the extent collected.
"Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the
collection of a full month's interest on
any Mortgage Loan, by reason of a full or
partial Principal Prepayment
(including any payment of an unscheduled
Balloon Payment) made during any
Collection Period prior to the Due Date for
such Mortgage Loan in such
Collection Period (including any shortfall
resulting from a payment during the
grace period relating to such Due Date).
The amount of any Prepayment Interest
Shortfall shall equal the excess of (A) the
aggregate amount of interest which
would have accrued at the REMIC I Net
Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan for the 30
days ending on such Due Date if such
Principal Prepayment or Balloon Payment had
not been made (net of the Master
Servicing Fee, the Primary Servicing Fees,
the Excess Servicing Fees, the
Special Servicing Fee and the Trustee Fee),
plus, with respect to each Specially
Designated Co-op Mortgage Loan, the related
Class X-Y Strip Rate over (B) the
aggregate interest that did so accrue at
the REMIC I Net Mortgage Rate plus,
with respect to each Specially Designated
Co-op Mortgage Loan, the related Class
X-Y Strip Rate, through the date such
payment was made.
"Prepayment Premium" means, with respect to any Mortgage Loan
for
any Distribution Date, the prepayment
premiums or percentage premiums, if any,
received during a related Collection Period
in connection with Principal
Prepayments on such Mortgage Loan.
"Primary Collateral" means the portion of the Mortgaged
Property
securing the Repurchased Loan or
Cross-Collateralized Loan, as applicable, that
is encumbered by a first mortgage lien.
"Primary Servicers" means any of Union Central Mortgage
Funding,
Inc., Babson Capital Management LLC,
SunTrust Bank and each of their respective
permitted successors and assigns.
"Primary Servicing Agreement" means, with respect to each
Primary
Servicer, the agreement between such
Primary Servicer and the General Master
Servicer, dated as of October 1, 2005,
under which such Primary Servicer
services the Mortgage Loans set forth on
the schedule attached thereto.
"Primary Servicing Fee" means, for each calendar month, as to
each
Mortgage Loan for which a Primary Servicing
Fee is payable pursuant to this
Agreement, the Primary Servicing Fee Rate
multiplied by the Scheduled Principal
Balance of such Mortgage Loan immediately
before the Due Date occurring in such
month, but prorated for the number of days
during the calendar month for such
Mortgage Loan for which interest actually
accrues on such Mortgage Loan and
payable only from collections on such
Mortgage Loan.
"Primary Servicing Fee Rate" means, the rate per annum at which
the
monthly Primary Servicing Fee payable to
the applicable Primary Servicer (or the
applicable Master Servicer, as applicable)
accrues, which rate is the per annum
rate specified on the Mortgage Loan
Schedule, as more specifically described, in
the case of the Primary Servicers, in the
applicable Primary Servicing Agreement
(determined in the same manner (other than
the rate of accrual) as the
applicable Mortgage Rate is determined for
such Mortgage Loan for such month).
"Principal Balance" means, with respect to any Mortgage Loan or
any
REO Mortgage Loan, for purposes of
performing calculations with respect to any
Distribution Date, the principal balance of
such Mortgage Loan or the related
REO Mortgage Loan outstanding as of the Cut
Off Date after taking into account
all principal and interest payments made or
due prior to the Cut Off Date
(assuming, for any Mortgage Loan with a Cut
Off Date in October 2005 that is not
October 1, 2005, that principal and
interest payments for such month were paid
on October 1, 2005), reduced (to not less
than zero) by (i) any payments or
other collections of amounts allocable to
principal on such Mortgage Loan or any
related REO Mortgage Loan that have been
collected or received during any
preceding Collection Period, other than any
Scheduled Payments due in any
subsequent Collection Period, and (ii) any
Realized Principal Loss incurred in
respect of such Mortgage Loan or related
REO Mortgage Loan, in each case, during
any related and preceding Collection
Period.
"Principal Balance Certificates" means, collectively, the Class
A-1,
Class A-1A, Class A-2, Class A-3-1FL, Class
A-3-1, Class A-3-2, Class A-AB,
Class A-4A, Class A-4B, Class A-J, Class B,
Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O and Class
P Certificates.
"Principal Distribution Amount" means, on any Distribution Date,
the
amount equal to the excess, if any, of (I)
the sum of:
(A) the aggregate (without duplication) of the following
amounts
received with respect
to the Mortgage Loans: (i) the principal portion of
all
Scheduled Payments (other than the principal portion of Balloon
Payments)
and any Assumed Scheduled Payments, in each case, to the extent
received
or advanced, as the case may be, in respect of the Mortgage
Loans
and any
REO Mortgage Loans for their respective Due Dates occurring
during
the
related Collection Period; and (ii) all payments (including
Principal
Prepayments and the principal portion of Balloon Payments) and any
other
collections (including Liquidation Proceeds (other than the
portion
thereof,
if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds,
Insurance Proceeds, Purchase Proceeds and REO Income) received
on or in
respect of the Mortgage Loans during the related Collection
Period
that were identified and applied by the Master Servicer as
recoveries
of principal thereof;
(B) the aggregate amount of any collections received on or in
respect of
the Mortgage Loans that represents a delinquent amount as to
which an
Advance had been made, which Advance or interest thereon was
previously
reimbursed during the Collection Period for a prior
Distribution Date as part of a Workout-Delayed Reimbursement Amount
for
which a
deduction was made under clause (II)(A) below with respect to
such
Distribution Date (with respect to each such Mortgage Loan,
allocated
first to
the Loan Group Principal Distribution Amount related to the
Loan
Group that
does not include such Mortgage Loan, and then to the Loan Group
Principal
Distribution Amount related to the Loan Group that includes
such
Mortgage
Loan); and
(C) the aggregate amount of any collections identified and
applied
by the
applicable Master Servicer as recoveries of principal and
received
on or in
respect of the Mortgage Loans during the related Collection
Period
that, in each case, represents a recovery of an amount
previously
determined
(in a Collection Period for a prior Distribution Date) to have
been a
Nonrecoverable Advance and any interest thereon and for which a
deduction
was made under clause (II)(B) below with respect to a prior
Distribution Date (with respect to each such Mortgage Loan,
allocated
first to
the Loan Group Principal Distribution Amount related to the
Loan
Group that
does not include such Mortgage Loan, and then to the Loan Group
Principal Distribution Amount
related to the Loan Group that includes such
Mortgage
Loan), and which are applied pursuant to Section 6.6(c)(i);
over
(II) the sum of (with respect to each such Mortgage Loan,
allocated
first to the Loan Group Principal
Distribution Amount applicable to such
Mortgage Loan, and then to the other Loan
Group Principal Distribution Amount):
(A) the aggregate amount of Workout-Delayed Reimbursement
Amounts
(and
Advance Interest thereon) that was reimbursed or paid during
the
related
Collection Period to one or more of the applicable Master
Servicer,
the applicable Special Servicer and the Trustee from principal
collections on the Mortgage Loans pursuant to subsection (iii) of
Section
5.2(a)(II); and
(B) the aggregate amount of Nonrecoverable Advances (and
Advance
Interest
thereon) that was reimbursed or paid during the related
Collection
Period to one or more of the Master Servicer, the applicable
Special
Servicer and the Trustee during the related Collection Period
from
principal
collections on the Mortgage Loans pursuant to subsection (iv)
of
Section
5.2(a)(II).
"Principal Prepayment" means any voluntary or involuntary payment
or
collection of principal on a Mortgage Loan
which is received or recovered in
advance of its scheduled Due Date and
applied to reduce the Principal Balance of
the Mortgage Loan in advance of its
scheduled Due Date, including, without
limitation, all proceeds, to the extent
allocable to principal, received from
the payment of cash in connection with a
substitution shortfall pursuant to
Section 2.3; provided that the pledge by a
Mortgagor of Defeasance Collateral
with respect to a Defeasance Loan shall not
be deemed to be a Principal
Prepayment.
"Private Placement Memorandum" means the Private Placement
Memorandum dated October 12, 2005, pursuant
to which the Class X-1, Class X-Y,
Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates will be
offered for sale.
"Projected Net Cash Flow" shall mean, with respect to any
Mortgaged
Property that is a residential cooperative
property, projected net operating
income at such Mortgaged Property, as set
forth in the Appraisal obtained with
respect to such Mortgaged Property in
connection with the origination of the
related Mortgage Loan (or an updated
Appraisal, if required hereunder), assuming
such Mortgaged Property was operated as a
rental property with rents set at
prevailing market rates taking into account
the presence of existing rent
controlled or rent stabilized occupants,
reduced by underwritten capital
expenditures, property operating expenses,
a market rate vacancy assumption and
projected reserves.
"Prospectus" has the meaning set forth in the Preliminary
Statement
hereto.
"PTCE" has the meaning set forth in Section 3.3(d).
"Purchase Price" means, with respect to (i) the repurchase,
pursuant
to Article II of this Agreement, by the
applicable Seller of a Mortgage Loan
sold by such Seller, (ii) the determination
of fair value of an REO Mortgage
Loan with respect to a liquidation by the
Special Servicer pursuant to Section
9.15 or (iii) the determination of fair
value of a Mortgage Loan in connection
with a purchase by the Option Holder
pursuant to Section 9.36 under the
circumstances described therein, a price
equal to the sum of (A) 100% of the
unpaid Principal Balance of such Mortgage
Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan), plus (B)
accrued but unpaid interest thereon
calculated at the Mortgage Rate to, but not
including, the Due Date in the
Collection Period in which such purchase or
liquidation occurs, plus (C) the
amount of any expenses related to such
Mortgage Loan or the related REO Property
(including any Servicing Advances and
Advance Interest (which have not been paid
by the Mortgagor or out of Late Fees or
default interest paid by the related
Mortgagor on the related Mortgage Loan) and
all unpaid Special Servicing Fees
and Liquidation Fees paid or payable with
respect to the Mortgage Loan) that are
reimbursable or payable to the applicable
Master Servicer, the applicable
Special Servicer, the Paying Agent or the
Trustee, p
