EXHIBIT 4
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
and
GMAC COMMERCIAL MORTGAGE CORPORATION
Master Servicer
and
LNR PARTNERS, INC.
Special Servicer
and
WELLS FARGO BANK, N.A.
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION
as Certificate Administrator
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2005
----------------------------
$1,546,255,942 (approximate)
Commercial Mortgage Pass-Through Certificates
Series 2005-LC1
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined
Terms............................................
SECTION 1.02.
Certain Adjustments to
the Principal Distributions on
the Certificates.......................................
SECTION 1.03.
Calculation of
LIBOR.....................................
SECTION 1.04.
Calculation of CPI
Index Rate............................
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Trust
Mortgage Loans.......................
SECTION 2.02.
Acceptance of the
Trust Fund by Trustee..................
SECTION 2.03.
Mortgage Loan Seller's
Repurchase or Substitution of
Trust Mortgage Loans for Document Defects and
Breaches of Representations and Warranties.............
SECTION 2.04.
Representations and
Warranties of Depositor..............
SECTION 2.05.
Acceptance of REMIC I
by Trustee.........................
SECTION 2.06.
Execution,
Authentication and Delivery of Class R-I
Certificates...........................................
SECTION 2.07.
Conveyance of REMIC I
Regular Interests; Acceptance
of REMIC II by Trustee.................................
SECTION 2.08.
Execution,
Authentication and Delivery of REMIC II
Certificates...........................................
SECTION 2.09.
Conveyance of Class
A-3FL REMIC II Regular Interest
and Class A-4FC REMIC II Regular Interest;
Acceptance of Grantor Trust A-3FL and Grantor Trust
A-4FC by Trustee.......................................
SECTION 2.10.
Execution,
Authentication and Delivery of Class Z,
Class A-3FL and Class 4-FC Certificates................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the
Mortgage Loans.....................
SECTION 3.02.
Collection of Mortgage
Loan Payments.....................
SECTION 3.03.
Collection of Taxes,
Assessments and Similar Items;
Servicing Accounts; Reserve Accounts...................
SECTION 3.04.
Collection Account,
Interest Reserve Account,
Additional Interest Account, Distribution Account,
Gain-on-Sale Reserve Account, Floating Rate Account
and Loan Combination Custodial Accounts................
SECTION 3.05.
Permitted Withdrawals
from the Collection Account,
the Interest Reserve Account, the Additional
Interest Account, the Distribution Account, the
Floating Rate Account and the Loan Combination
Custodial Accounts.....................................
SECTION 3.06.
Investment of Funds in
the Servicing Accounts, the
Reserve Accounts, the Collection Account, the
Distribution Account, the Floating Rate Account,
the Loan Combination Custodial Accounts, the
Additional Interest Account, the Gain-on-Sale
Reserve
Account and the REO Accounts...................
SECTION 3.07.
Maintenance of
Insurance Policies; Errors and
Omissions and Fidelity Coverage........................
SECTION 3.08.
Enforcement of
Alienation Clauses........................
SECTION 3.09.
Realization upon
Defaulted Mortgage Loans; Required
Appraisals.............................................
SECTION 3.10.
Trustee and Custodian
to Cooperate; Release of
Mortgage Files.........................................
SECTION 3.11.
Servicing
Compensation...................................
SECTION 3.12.
Property Inspections;
Collection of Financial
Statements; Delivery of Certain Reports................
SECTION 3.13.
Annual Statement as to
Compliance........................
SECTION 3.14.
Reports by Independent
Public Accountants................
SECTION 3.15.
Access to Certain
Information............................
SECTION 3.16.
Title to REO Property;
REO Accounts......................
SECTION 3.17.
Management of REO
Property...............................
SECTION 3.18.
Resolution of
Defaulted Mortgage Loans and REO
Properties.............................................
SECTION 3.19.
Additional Obligations
of Master Servicer................
SECTION 3.20.
Modifications,
Waivers, Amendments and Consents..........
SECTION 3.21.
Transfer of Servicing
between Master Servicer and
Special
Servicer; Recordkeeping........................
SECTION 3.22.
Sub-Servicing
Agreements.................................
SECTION 3.23.
Representations and
Warranties of Master Servicer and
Special Servicer.......................................
SECTION 3.24.
Sub-Servicing
Agreement Representation and Warranty......
SECTION 3.25.
Designation of
Controlling Class Representative..........
SECTION 3.26.
Application of Default
Charges...........................
SECTION 3.27.
Controlling Class
Representative Contact with
Servicer...............................................
SECTION 3.28.
Certain Matters
Regarding the Loan Combinations..........
SECTION 3.29.
Litigation
Control.......................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions............................................
SECTION 4.02.
Statements to
Certificateholders.........................
SECTION 4.03.
P&I Advances;
Reimbursement of P&I Advances and
Servicing Advances.....................................
SECTION 4.04.
Allocation of Realized
Losses and Additional Trust
Fund Expenses..........................................
SECTION 4.05.
Calculations.............................................
SECTION 4.06.
Use of
Agents............................................
SECTION 4.07.
The Swap
Agreements......................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates.........................................
SECTION 5.02.
Registration of
Transfer and Exchange of Certificates....
SECTION 5.03.
Book-Entry
Certificates..................................
SECTION 5.04.
Mutilated, Destroyed,
Lost or Stolen Certificates........
SECTION 5.05.
Persons Deemed
Owners....................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND
THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of
Depositor, Master Servicer and Special
Servicer...............................................
SECTION 6.02.
Merger, Consolidation
or Conversion of Depositor or
Master Servicer or Special Servicer....................
SECTION 6.03.
Limitation on
Liability of the Depositor, the Master
Servicer, the Special Servicer and Others..............
SECTION 6.04.
Resignation of Master
Servicer and the Special
Servicer...............................................
SECTION 6.05. Rights of Depositor, Certificate
Administrator and
Trustee in Respect of Master Servicer and the
Special Servicer.......................................
SECTION 6.06.
Depositor, Master
Servicer and Special Servicer to
Cooperate with Trustee and Certificate
Administrator..........................................
SECTION 6.07.
Depositor, Special
Servicer, Certificate
Administrator and Trustee to Cooperate with Master
Servicer...............................................
SECTION 6.08.
Depositor, Master
Servicer, Certificate Administrator
and Trustee to Cooperate with Special Servicer.........
SECTION 6.09. Designation of Special Servicer by
the Controlling
Class..................................................
SECTION 6.10.
Master Servicer or
Special Servicer as Owner of a
Certificate............................................
SECTION 6.11.
The Controlling Class
Representative.....................
SECTION 6.12.
Certain Matters with
Respect to the Glendale Galleria
Loan Combination.......................................
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of
Default........................................
SECTION 7.02.
Trustee to Act;
Appointment of Successor.................
SECTION 7.03.
Notification to
Certificateholders.......................
SECTION 7.04.
Waiver of Events of
Default..............................
SECTION 7.05.
Additional Remedies of
Trustee upon Event of Default.....
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
SECTION 8.01.
Duties of Trustee and
the Certificate Administrator......
SECTION 8.02.
Certain Matters
Affecting Trustee and the Certificate
Administrator..........................................
SECTION 8.03.
Trustee and
Certificate Administrator Not Liable for
Validity or Sufficiency of Certificates or Mortgage
Loans..................................................
SECTION 8.04.
Trustee and
Certificate Administrator May Own
Certificates...........................................
SECTION 8.05.
Fees and Expenses of
Trustee and Certificate
Administrator; Indemnification of and by Trustee
and Certificate Administrator..........................
SECTION 8.06.
Eligibility
Requirements for Trustee and Certificate
Administrator..........................................
SECTION 8.07.
Resignation and
Removal of Trustee or Certificate
Administrator..........................................
SECTION 8.08.
Successor Trustee or
Successor Certificate
Administrator..........................................
SECTION 8.09.
Merger or
Consolidation of Trustee or Certificate
Administrator..........................................
SECTION 8.10.
Appointment of
Co-Trustee or Separate Trustee............
SECTION 8.11.
Appointment of
Custodians................................
SECTION 8.12.
Appointment of
Authenticating Agents.....................
SECTION 8.13.
Access to Certain
Information............................
SECTION 8.14.
Appointment of REMIC
Administrators......................
SECTION 8.15.
Representations,
Warranties and Covenants of Trustee.....
SECTION 8.16.
Representations,
Warranties and Covenants of
Certificate Administrator..............................
SECTION 8.17.
Reports to the
Securities and Exchange Commission........
SECTION 8.18.
Maintenance of
Mortgage File.............................
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination upon
Repurchase or Liquidation of All
Trust Mortgage Loans...................................
SECTION 9.02.
Additional Termination
Requirements......................
SECTION 9.03.
Non-Serviced Trust
Mortgage Loans........................
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC Administration.....................................
SECTION 10.02.
Grantor Trust Administration.............................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment................................................
SECTION 11.02.
Recordation of Agreement; Counterparts...................
SECTION 11.03.
Limitation on Rights of Certificateholders...............
SECTION 11.04.
Governing Law............................................
SECTION 11.05.
Notices..................................................
SECTION 11.06.
Severability of Provisions...............................
SECTION 11.07.
Grant of a Security Interest.............................
SECTION 11.08.
Streit Act...............................................
SECTION 11.09.
Successors and Assigns; Beneficiaries....................
SECTION 11.10.
Article and Section Headings.............................
SECTION 11.11.
Notices to Rating Agencies...............................
SECTION 11.12.
Complete Agreement.......................................
SECTION 11.13.
WAIVER OF TRIAL BY JURY..................................
<PAGE>
EXHIBITS
Exhibit No. Exhibit
Description
-----------
-------------------
A-1
Form of Class A-1, A-2, A-3, A-3FL, A-1A, A-SB, A-4 and A-4FC
Certificates
A-2
[RESERVED]
A-3
Form of Class X Certificate
A-4
Form of Class AM, AJ, B, C and D Certificates
A-5
Form of Class E, F, G and H Certificates
A-6
Form of Class J, K, L, M, N, P and Q Certificates
A-7
Form of Class R-I and R-II Certificates
A-8
Form of Class Z Certificate
B
Mortgage Loan Schedule
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates (Pursuant to Section 5.02(c))
E-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates (Pursuant to Section 5.02(c))
E-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates (Pursuant to Section 5.02(c))
E-2C
Form of Transferee Certificate for Transfers of Interests in
Rule
144A Global Certificates (Pursuant to Section 5.02(c))
E-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates (Pursuant to Section 5.02(c))
F-1
Form I of Transferee Certificate Regarding ERISA Matters
(Definitive Non-Registered Certificates) (Pursuant to Section
5.02(c))
F-2
Form II of Transferee Certificate Regarding ERISA Matters
(Book-Entry Non-Registered Certificates) (Pursuant to Section
5.02(c))
G-1
Form of Transfer Affidavit and Agreement Regarding Residual
Certificates (Pursuant to Section 5.02(d)(i)(4))
G-2
Form of Transferor Certificate for Transfers of Residual
Certificates (Pursuant to Section 5.02(d)(i)(4))
H-1
Form of Notice and Acknowledgment (Regarding Proposed Special
Servicer)
H-2
Form of Acknowledgment of Proposed Special Servicer
I-1
Form of Information Request from Certificateholder or
Certificate
Owner
I-2
Form of Information Request from Prospective Investor
J
List of Mortgage Loans with Secured Creditor Impaired Property
Environmental Insurance Policies
K
[RESERVED]
L
Class X Reference Rate Schedule
M-1
Form of Purchase Option Notice
M-2
Form of Purchase Option Assignment by the Special Servicer
M-3
Form of Purchase Option Assignment by [Plurality Subordinate
Certificateholder or] Controlling Class Representative
N
Form of Distribution Date Statement
O
Form of Sarbanes-Oxley Certification by the Depositor
P-1
Form of Certification To Be Provided by the Master Servicer to
the
Depositor
P-2
Form of Certification To Be Provided by the Trustee to the
Depositor
P-3
Form
of Certification To Be Provided by the Special Servicer to the
Depositor
P-4
Form of Certification To Be Provided by the Certificate
Administrator to the Depositor
Q
[RESERVED]
R
List of Sub-Servicing Agreements in Effect on the Closing Date
S
Class A-SB Planned Principal Balance
T
List of Serviced Mortgage Loans Requiring Operations and
Maintenance Plans
U
Form of MLMT Series 2005-CKI1 Master Servicer Notice
V
List of Merrill Trust Mortgage Loans With Late Payment Charges
Due
Prior to Expiration of Their Payment Date Grace Periods
<PAGE>
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement is dated and effective as
of
December 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as
Depositor,
GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer, LNR
PARTNERS, INC., as
Special Servicer, WELLS FARGO BANK, N.A., as Trustee, and LASALLE
BANK NATIONAL
ASSOCIATION, as Certificate Administrator.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through certificates,
to
be issued hereunder in multiple classes, which in the aggregate
will evidence
the entire beneficial ownership interest in a trust fund to be
created
hereunder, the primary assets of which will be the Trust Mortgage
Loans.
As provided herein, the Certificate Administrator will elect or
cause an election to be made to treat the segregated pool of assets
consisting
of all of the Trust Mortgage Loans (exclusive that portion of the
interest
payments on the Trust Mortgage Loans that constitutes Additional
Interest) and
certain other related assets subject to this Agreement as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC I." The Class R-I Certificates will evidence the sole class
of "residual
interests" in REMIC I for purposes of the REMIC Provisions under
federal income
tax law. For federal income tax purposes, each REMIC I Regular
Interest will be
designated as a separate "regular interest" in REMIC I for purposes
of the REMIC
Provisions under federal income tax law. None of the REMIC I
Regular Interests
will be certificated.
As provided herein, the Certificate Administrator will elect or
cause an election to be made to treat the segregated pool of assets
consisting
of all of the REMIC I Regular Interests as a REMIC for federal
income tax
purposes, and such segregated pool of assets will be designated as
"REMIC II."
The Class R-II Certificates will evidence the sole class of
"residual interests"
in REMIC II for purposes of the REMIC Provisions under federal
income tax law.
For federal income tax purposes, each Class of the Regular
Certificates, the
Class A-3FL REMIC II Regular Interest and the Class A-4FC REMIC II
Regular
Interest will be designated as a separate "regular interest" in
REMIC II for
purposes of the REMIC Provisions under federal income tax law.
The following table sets forth: (i) the class designation of
each
Class of Sequential Pay Certificates; (ii) the Original Class
Principal Balance
for each Class of Sequential Pay Certificates (in the case of the
Class A-3FL
and Class A-4FC Certificates, the Class A-3FL REMIC II Regular
Interest and the
Class A-4FC REMIC II Regular Interest, respectively); (iii) the
corresponding
REMIC I Regular Interest (the "Corresponding REMIC I Regular
Interest") for each
such Class of Sequential Pay Certificates or the Class A-3FL REMIC
II Regular
Interest or Class A-4FC REMIC II Regular Interest; and (iv) the
initial REMIC I
Principal Balance of each such Corresponding REMIC I Regular
Interest.
Class of
Original
Class
Corresponding
Sequential Pay
Principal
REMIC I
Initial REMIC I
Certificates
Balance
Regular Interest(s)
Principal Balance
------------
-------
-------------------
-----------------
Class A-1
$51,000,000
LA-1
$51,000,000
Class A-2
$104,847,000
LA-2
$104,847,000
Class A-3
$43,000,000
LA-3
$43,000,000
Class A-3FL(1)
$119,667,000
LA-3FL
$119,667,000
Class A-1A
$225,100,000
LA-1A
$225,100,000
Class A-SB
$88,067,000
LA-SB
$88,067,000
Class A-4
$425,698,000
LA-4
$425,698,000
Class A-4FC(2)
$25,000,000
LA-4FC
$25,000,000
Class AM
$154,625,000
LAM
$154,625,000
Class AJ
$94,708,000
LAJ
$94,708,000
Class B
$32,858,000
LB
$32,858,000
Class C
$15,463,000
LC
$15,463,000
Class D
$28,992,000
LD
$28,992,000
Class E
$15,463,000
LE
$15,463,000
Class F
$25,126,000
LF
$25,126,000
Class G
$19,329,000
LG
$19,329,000
Class H
$21,261,000
LH
$21,261,000
Class J
$7,731,000
LJ
$7,731,000
Class K
$5,798,000
LK
$5,798,000
Class L
$5,799,000
LL
$5,799,000
Class M
$5,798,000
LM
$5,798,000
Class N
$5,799,000
LN
$5,799,000
Class P
$3,865,000
LP
$3,865,000
Class Q
$21,261,942
LQ
$21,261,942
----------
(1) The Class
A-3FL Certificates will have the same designation, Original
Class
Principal Balance and Corresponding REMIC I Regular Interest as
the
Class
A-3FL REMIC II Regular Interest.
(2) The Class
A-4FC Certificates will have the same designation, Original
Class
Principal Balance and Corresponding REMIC I Regular Interest as
the
Class
A-4FC REMIC II Regular Interest.
There exists one Trust Mortgage Loan, the Glendale Galleria
Trust
Mortgage Loan, which has a Cut-off Date Balance of $125,702,137 and
is evidenced
by a Mortgage Note designated as "Replacement Note A-2." The
Glendale Galleria
Trust Mortgage Loan is part of a loan group comprised of that Trust
Mortgage
Loan and several other mortgage loans, namely the Glendale Galleria
Pari Passu
Non-Trust Loan and the Glendale Galleria Subordinate Non-Trust
Loans, that are
all secured by the same Mortgage encumbering the Glendale Galleria
Mortgaged
Property. The Glendale Galleria Pari Passu Non-Trust Loans which is
pari passu
in right of payment and in other respects with the Glendale
Galleria Trust
Mortgage Loan, has a Cut-off Date Balance of $153,645,946 and is
evidenced by a
Mortgage Note designated as "Replacement Note A-1." The Glendale
Galleria Pari
Passu Non-Trust Mortgage Loan, which will not be included in the
Trust Fund, is,
as of the Closing Date, included in a commercial mortgage
securitization (the
"MLMT Series 2005-CKI1 Securitization") involving the issuance of
the Merrill
Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates,
Series 2005-CKI1. The Glendale Galleria Trust Mortgage Loan, the
Glendale
Galleria Pari Passu Non-Trust Loan and the Glendale Galleria
Subordinate
Non-Trust Loans collectively constitute the Glendale Galleria Loan
Combination.
The relative rights of the holder of the Glendale Galleria Trust
Mortgage Loan
and the respective holders of the Glendale Galleria Non-Trust Loans
are set
forth in the Glendale Galleria Intercreditor Agreement. As of the
Closing Date,
the entire Glendale Galleria Loan Combination is being, and will
continue to be,
serviced and administered in accordance with the Pooling and
Servicing
Agreement, dated as of December 1, 2005 (the "MLMT Series 2005-CKI1
Pooling and
Servicing Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in
such capacity, the "MLMT Series 2005-CKI1 Master Servicer"), J.E.
Robert
Company, Inc., as special servicer (in such capacity, the "MLMT
Series 2005-CKI1
Special Servicer"), LaSalle Bank National Association, as trustee
(in such
capacity, the "MLMT Series 2005-CKI1 Trustee") and ABN AMRO Bank
N.V., as fiscal
agent.
Accordingly, the Glendale Galleria Trust Mortgage Loan,
although
part of the Trust Fund, will be serviced and administered in
accordance with the
MLMT Series 2005-CKI1 Pooling and Servicing Agreement by the MLMT
Series
2005-CKI1 Master Servicer and the MLMT Series 2005-CKI1 Special
Servicer for so
long as the Glendale Galleria Pari Passu Non-Trust Loan is part of
the trust
fund created in connection with the MLMT Series 2005-CKI1
Securitization.
The
Non-Trust Loans (which term includes each B-Note Non-Trust
Loan,
each Glendale Galleria Subordinate Non-Trust Loan and the Glendale
Galleria Pari
Passu Non-Trust Loan) are not part of the Trust Fund, but each is
secured by the
same Mortgage on the same Mortgaged Property that also secures the
related Trust
Mortgage Loan (which is either an A-Note Trust Mortgage Loan (in
the case of a
B-Note Non-Trust Loan) or the Glendale Galleria Trust Mortgage Loan
(in the case
of a Glendale Galleria Subordinate Non-Trust Loan or the Glendale
Galleria Pari
Passu Non-Trust Loan) and is part of the Trust Fund). As and to the
extent
provided in the related Loan Combination Intercreditor Agreement,
each B-Note
Non-Trust Loan is generally subordinate to the related A-Note Trust
Mortgage
Loan. As and to the extent provided in the related Loan
Combination
Intercreditor Agreement, the Glendale Galleria Subordinate
Non-Trust Loans are
subordinate in right of payment and in other respects to, and the
Glendale
Galleria Pari Passu Non-Trust Loan is pari passu in right of
payment and in
other respects with, the Glendale Galleria Trust Mortgage Loan. As
and to the
extent provided herein and in the related Loan Combination
Intercreditor
Agreement, the Non-Trust Loans (other than the Glendale Galleria
Pari Passu
Non-Trust Loan and the Glendale Galleria Subordinate Non-Trust
Loan) will be
serviced and administered in accordance with this Agreement.
Amounts
attributable to the Non-Trust Loans shall not be assets of the
Trust Fund, and
shall be owned by the related Non-Trust Noteholders.
The portion of the Trust Fund consisting of (i) the Class A-3FL
REMIC II Regular Interest (and distributions thereon), the Class
A-3FL Swap
Agreement (and payments by the Class A-3FL Swap Counterparty
thereunder) and the
applicable sub-account of the Floating Rate Account and (ii)
amounts held from
time to time in the applicable sub-account of the Floating Rate
Account that
represent distributions on the Class A-3FL REMIC II Regular
Interest and
payments by the Class A-3FL Swap Counterparty under the Class A-3FL
Swap
Agreement, shall be treated as a grantor trust for federal income
tax purposes
and shall be designated as "Grantor Trust A-3FL"; provided that the
initial
up-front payment by the Class A-3FL Swap Counterparty to the
Depositor (or its
affiliate) under the Class A-3FL Swap Agreement shall belong to the
Depositor
(or its affiliate) and shall not be part of the Trust Fund or
Grantor Trust
A-3FL. As provided herein, the Certificate Administrator shall take
all actions
required hereunder to ensure that the portion of the Trust Fund
consisting of
the Grantor Trust A-3FL maintains its status as a grantor trust
under federal
income tax law and not be treated as part of REMIC I or REMIC II.
The Class
A-3FL Certificates shall represent undivided beneficial interests
in Grantor
Trust A-3FL as described herein.
The portion of the Trust Fund consisting of (i) the Class A-4FC
REMIC II Regular Interest (and distributions thereon), the Class
A-4FC Swap
Agreement (and payments by the Class A-4FC Swap Counterparty
thereunder) and the
applicable sub-account of the Floating Rate Account and (ii)
amounts held from
time to time in the applicable sub-account of the Floating Rate
Account that
represent distributions on the Class A-4FC REMIC II Regular
Interest and
payments by the Class A-4FC Swap Counterparty under the Class A-4FC
Swap
Agreement, shall be treated as a grantor trust for federal income
tax purposes
and shall be designated as "Grantor Trust A-4FC"; provided that the
initial
up-front payment by the Class A-4FC Swap Counterparty to the
Depositor (or its
affiliate) under the Class A-4FC Swap Agreement shall belong to the
Depositor
(or its affiliate) and shall not be part of the Trust Fund or
Grantor Trust
A-4FC. As provided herein, the Certificate Administrator shall take
all actions
required hereunder to ensure that the portion of the Trust Fund
consisting of
the Grantor Trust A-4FC maintains its status as a grantor trust
under federal
income tax law and not be treated as part of REMIC I or REMIC II.
The Class
A-4FC Certificates shall represent undivided beneficial interests
in Grantor
Trust A-4FC as described herein.
The portion of the Trust Fund consisting of (i) the Additional
Interest and the Additional Interest Account and (ii) amounts held
from time to
time in the Collection Account and/or the Additional Interest
Account that
represent Additional Interest shall be treated as a grantor trust
for federal
income tax purposes, and such grantor trust will be designated as
"Grantor Trust
Z." As provided herein, the Certificate Administrator shall take
all actions
reasonably necessary to ensure that the respective portion of the
Trust Fund
consisting of Grantor Trust Z maintains its status as a "grantor
trust" under
federal income tax law and is not treated as part of REMIC I or
REMIC II.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the
Certificate Administrator agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"A-Note Trust Mortgage Loan": Each of the Trust Mortgage Loans as
to
which the related Mortgage, which encumbers the related Mortgaged
Property, also
secures a B-Note Non-Trust Loan, which B-Note Non-Trust Loan will
not be
included in the Trust Fund. The A-Note Trust Mortgage Loans in the
Trust are the
East Empire Industrial Portfolio A Note Trust Mortgage Loan and the
Surfside
Garden Apartments A Note Trust Mortgage Loan.
"A/B Loan Combination": Collectively, each A-Note Trust
Mortgage
Loan and the related B-Note Non-Trust Loan.
"Acceptable Insurance Default": With respect to any Serviced
Mortgage Loan, any default under the related Mortgage Loan
documents resulting
from: (i) the exclusion of acts of terrorism from coverage under
the related
"all risk" casualty insurance policy maintained on the related
Mortgaged
Property and (ii) the related Mortgagor's failure to obtain
insurance that
specifically covers acts of terrorism, but, in each case, only if
the Special
Servicer has determined, in its reasonable judgment (exercised in
accordance
with the Servicing Standard), that (a) such insurance is not
available at
commercially reasonable rates and the subject hazards are not
commonly insured
against by prudent owners of similar real properties in similar
locales (but
only by reference to such insurance that has been obtained by such
owners at
current market rates) or (b) such insurance is not available at any
rate.
Subject to the Servicing Standard, in making any of the
determinations required
in subclause (a) or (b) of this definition, the Special Servicer
shall be
entitled to rely on the opinion of an insurance consultant.
"Accrued Certificate Interest": With respect to any Class of
Sequential Pay Certificates (other than the Class A-3FL
Certificates and the
Class A-4FC Certificates), the Class A-3FL REMIC II Regular
Interest or the
Class A-4FC REMIC II Regular Interest, for any Distribution Date,
one month's
interest at the Pass-Through Rate applicable to such Class of
Certificates, the
Class A-3FL REMIC II Regular Interest or the Class A-4FC REMIC II
Regular
Interest, as the case may be, for such Distribution Date, accrued
on the related
Class Principal Balance outstanding immediately prior to such
Distribution Date
and, with respect to the Class X Certificates for any Distribution
Date, the
aggregate of all Accrued Component Interest with respect to the
Class X
Components for such Distribution Date. Accrued Certificate Interest
shall be
calculated on a 30/360 Basis and, with respect to any Class of
Regular
Certificates, the Class A-3FL REMIC II Regular Interest or the
Class A-4FC REMIC
II Regular Interest for any Distribution Date, shall be deemed to
accrue during
the calendar month preceding the month in which such Distribution
Date occurs.
"Accrued Component Interest": With respect to any Class X
Component
for any Distribution Date, one month's interest at the Class X
Strip Rate with
respect to such Class X Component for such Distribution Date,
accrued on the
Component Notional Amount of such Class X Component outstanding
immediately
prior to such Distribution Date. Accrued Component Interest shall
be calculated
on a 30/360 Basis and, with respect to any Class X Component for
any
Distribution Date, shall be deemed to accrue during the calendar
month preceding
the month in which such Distribution Date occurs.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during any calendar month (or
other
applicable accrual period) in a year assumed to consist of 360
days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis.
"Additional Exclusions": Exclusions in addition to those in the
insurance policies for the Mortgaged Properties on September 11,
2001.
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Additional Interest Rate (the payment of which
interest
shall, under the terms of such Mortgage Loan, be deferred until the
entire
outstanding principal balance of such ARD Loan has been paid),
together with all
interest, if any, accrued at the related Mortgage Rate plus the
related
Additional Interest Rate on such deferred interest. For purposes of
this
Agreement, Additional Interest on an ARD Loan or any successor REO
Loan with
respect thereto shall be deemed not to constitute principal or any
portion
thereof and shall not be added to the unpaid principal balance or
Stated
Principal Balance of such ARD Loan or successor REO Loan,
notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the
extent that
any Additional Interest is not paid on a current basis, it shall be
deemed to be
deferred interest.
"Additional Interest Account": The segregated account or
accounts
(which may be a sub-account of the Distribution Account) created
and maintained
by the Certificate Administrator pursuant to Section 3.04(d) which
shall be
entitled "LaSalle Bank National Association, as Certificate
Administrator on
behalf of Wells Fargo Bank, N.A., as Trustee, in trust for the
registered
holders of Merrill Lynch Mortgage Trust 2005-LC1, Commercial
Mortgage
Pass-Through Certificates, Series 2005-LC1, Additional Interest
Account." The
Additional Interest Account shall not be an asset of either REMIC I
or REMIC II.
"Additional Interest Rate": With respect to any ARD Loan after
its
Anticipated Repayment Date, the incremental increase in the per
annum rate at
which such Mortgage Loan accrues interest after the Anticipated
Repayment Date
(in the absence of defaults) as calculated and as set forth in the
related
Mortgage Loan documents.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Principal Recovery Fees and, in accordance with Sections
3.03(d) and
4.03(d), interest payable to the Master Servicer, the Special
Servicer, and the
Trustee on Advances (to the extent not offset by Default Charges or
amounts
otherwise payable to any related Non-Trust Noteholder as provided
herein) and
amounts payable to the Special Servicer in connection with
inspections of
Mortgaged Properties required pursuant to the first sentence of
Section 3.12(a)
(and not otherwise paid from Default Charges or amounts otherwise
payable to any
related Non-Trust Noteholder as provided herein), as well as
(without
duplication) any of the expenses of the Trust Fund that may be
withdrawn (x)
pursuant to any of clauses (vii)(B), (ix), (xi), (xii), (xiii),
(xv), (xviii)
and (xix) of Section 3.05(a) out of collections on the related
Trust Mortgage
Loans or REO Properties or out of general collections on the Trust
Mortgage
Loans and any REO Properties on deposit in the Collection Account
as indicated
in such clauses of Section 3.05(a), (y) pursuant to any of clauses
(ix), (xi),
(xii), (xiii) and (xvi) of Section 3.05(e) out of collections on
any Loan
Combination or any related Loan Combination REO Property on deposit
in the
related Loan Combination Custodial Account as indicated in such
clauses of
Section 3.05(e) (but only to the extent that such collections would
have
otherwise been transferred to the Collection Account with respect
to the related
Trust Mortgage Loan or any successor Trust REO Loan with respect
thereto), or
(z) pursuant to clause (ii) or any of clauses (iv) through (vi) of
Section
3.05(b) out of general collections on the Trust Mortgage Loans and
any REO
Properties on deposit in the Distribution Account; provided that
for purposes of
the allocations contemplated by Section 4.04 no such expense shall
be deemed to
have been incurred by the Trust Fund until such time as the payment
thereof is
actually made from the Collection Account, the related Loan
Combination
Custodial Account or the Distribution Account, as the case may
be.
"Additional Yield and Prepayment Amount": With respect to any
Class
of Sequential Pay Certificates (other than any Excluded Class), the
Class A-3FL
REMIC II Regular Interest or the Class A-4FC REMIC II Regular
Interest, for any
date on which distributions of principal are being made with
respect to that
Class of Certificates, the Class A-3FL REMIC II Regular Interest or
the Class
A-4FC REMIC II Regular Interest, as the case may be, pursuant to
Section
4.01(a), provided that a Yield Maintenance Charge and/or Prepayment
Premium was
actually collected during the related Collection Period on a Trust
Mortgage Loan
or a Trust REO Loan (for purposes of this definition, the "Prepaid
Loan") in the
Loan Group as to which the holders of such Class of Certificate,
Grantor Trust
A-3FL with respect to the Class A-3FL REMIC II Regular Interest or
Grantor Trust
A-4FC with respect to the Class A-4FC REMIC II Regular Interest
are/is receiving
payments of principal on such Distribution Date, the product of (a)
such Yield
Maintenance Charge and/or Prepayment Premium, net of Workout Fees
and Principal
Recovery Fees payable therefrom and net of any portion of such
Yield Maintenance
Charges and/or Prepayment Premiums applied pursuant to Section
4.01(k) to
reimburse one or more Classes of Sequential Pay Certificates in
respect of
Realized Losses and/or Additional Trust Fund Expenses previously
allocated to
such Class(es), multiplied by (b) a fraction, which in no event
will be greater
than one, the numerator of which is equal to the positive excess,
if any, of (i)
the Pass-Through Rate for the subject Class of Sequential Pay
Certificates, the
Class A-3FL REMIC II Regular Interest or the Class A-4FC REMIC II
Regular
Interest, as the case may be, over (ii) the related Discount Rate,
and the
denominator of which is equal to the positive excess, if any, of
(i) the
Mortgage Rate for the Prepaid Loan over (ii) the related Discount
Rate,
multiplied by (c) a fraction, the numerator of which is equal to
the amount of
principal distributable on the subject Class of Sequential Pay
Certificates, the
Class A-3FL REMIC II Regular Interest or the Class A-4FC REMIC II
Regular
Interest, as the case may be, on such Distribution Date (or, for so
long as the
Class A-4 and Class A-1A Certificates and Class A-4FC REMIC II
Regular Interest
are outstanding, principal distributable on the subject Class of
Sequential Pay
Certificates, the Class A-3FL REMIC II Regular Interest or the
Class A-4FC REMIC
II Regular Interest, as the case may be, on that Distribution Date
from
collections on the applicable Loan Group that includes the Prepaid
Loan),
pursuant to Section 4.01(a), and the denominator of which is equal
to the
Principal Distribution Amount (or, so long as the Class A-4 and
Class A-1A
Certificates and Class A-4FC REMIC II Regular Interest are
outstanding, the Loan
Group 1 Principal Distribution Amount or the Loan Group 2 Principal
Distribution
Amount, as applicable, based on which Loan Group includes the
Prepaid Loan) for
such Distribution Date.
"Administered REO Property": Any REO Property other than any
Glendale Galleria REO Property.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(e).
"Adverse Rating Event": With respect to each Rating Agency that
has
assigned a rating to any Class of rated Certificates, as of any
date of
determination, the qualification, downgrade or withdrawal of the
rating then
assigned to any such Class of rated Certificates by such Rating
Agency (or the
placing of any such Class of rated Certificates on "negative credit
watch"
status or "ratings outlook negative" status in contemplation of any
such action
with respect thereto).
"Adverse REMIC Event": As defined in Section 10.01(h).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": For each ARD Loan, the date
specified
in the related Mortgage Note after which the rate per annum at
which interest
accrues on such ARD Loan will increase as specified in the related
Mortgage Note
(other than as a result of a default thereunder).
"Appraisal": With respect to any Serviced Mortgage Loan, an
appraisal of the related Mortgaged Property from an Independent
Appraiser
selected by the Special Servicer or the Master Servicer, as
applicable, prepared
in accordance with 12 C.F.R. ss. 225.64 and conducted in accordance
with the
standards of the Appraisal Institute by an Independent Appraiser,
which
Independent Appraiser shall be advised to take into account the
factors
specified in Section 3.09(a), any available environmental,
engineering or other
third-party reports, and other factors that a prudent real estate
appraiser
would consider. The Master Servicer, the Special Servicer, the
Trustee and the
Certificate Administrator may conclusively rely on any Appraisal
obtained in
accordance with this Agreement and, in the case of the Glendale
Galleria Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto,
any
appraisal obtained in accordance with the MLMT Series 2005-CKI1
Pooling and
Servicing Agreement.
"Appraisal Reduction Amount": With respect to any Required
Appraisal
Mortgage Loan, the excess, if any, of: (a) an amount, as calculated
by the
Special Servicer in consultation with the Controlling Class
Representative as of
the first Determination Date immediately succeeding the date on
which the
Special Servicer obtains knowledge of the subject Mortgage Loan
becoming a
Required Appraisal Mortgage Loan, if no new Required Appraisal (or
letter update
or internal valuation) is required, or otherwise the date on which
a Required
Appraisal (or letter update or internal valuation, if applicable)
is obtained,
and each anniversary of such Determination Date thereafter so long
as the
subject Mortgage Loan remains a Required Appraisal Mortgage Loan,
equal to the
sum (without duplication) of (i) the Stated Principal Balance of
such Required
Appraisal Mortgage Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer, the Special Servicer or the Trustee,
all unpaid
interest accrued on such Required Appraisal Mortgage Loan through
the most
recent Due Date prior to such Determination Date at the related Net
Mortgage
Rate (exclusive of any portion thereof that constitutes Additional
Interest),
(iii) all accrued but unpaid (from related collections) Master
Servicing Fees
and Special Servicing Fees with respect to such Required Appraisal
Mortgage Loan
and, without duplication, all accrued or otherwise incurred but
unpaid (from
related collections) Additional Trust Fund Expenses with respect to
such
Required Appraisal Mortgage Loan, (iv) all related unreimbursed
Advances made by
or on behalf of the Master Servicer, the Special Servicer or the
Trustee with
respect to such Required Appraisal Mortgage Loan, together with (A)
interest on
those Advances and (B) any related Unliquidated Advances, and (v)
all currently
due and unpaid real estate taxes and unfunded improvement reserves
and
assessments, insurance premiums and, if applicable, ground rents
with respect to
the related Mortgaged Property; over (b) an amount equal to the sum
of (i) the
Required Appraisal Value and (ii) all escrows, reserves and letters
of credit
held as additional collateral held with respect to such Required
Appraisal
Mortgage Loan. If the Special Servicer fails to obtain a Required
Appraisal (or
letter update or internal valuation, if applicable) within the time
limit
described in Section 3.09(a), and such Required Appraisal (or
letter update or
internal valuation, if applicable) is required thereunder, then the
Appraisal
Reduction Amount for the related Required Appraisal Mortgage Loan
will equal 25%
of the Stated Principal Balance of such Required Appraisal Mortgage
Loan, to be
adjusted upon receipt of a Required Appraisal or letter update or
internal
valuation, if applicable.
Notwithstanding the foregoing, any "Appraisal Reduction Amount"
(as
defined under the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement) with
respect to any Glendale Galleria Loan Combination shall be
calculated, and
allocated among the respective Mortgage Loans comprising such Loan
Combination,
by the MLMT Series 2005-CKI1 Applicable Servicer pursuant to the
MLMT Series
2005-CKI1 Pooling and Servicing Agreement; and the parties hereto
shall be
entitled to rely on such calculations and the allocations to the
Glendale
Galleria Trust Mortgage Loan or any successor Trust REO Loan with
respect
thereto, as reported to them by the MLMT Series 2005-CKI1
Applicable Servicer.
"Appraised Value": With respect to each Serviced Mortgaged
Property
and Administered REO Property, the appraised value thereof based
upon the most
recent Appraisal (or letter update or internal valuation, if
applicable) that is
contained in the related Servicing File upon which the Master
Servicer, the
Special Servicer, the Trustee and the Certificate Administrator may
conclusively
rely; provided, that the term "Appraised Value" shall include any
value
determined by the MLMT Series 2005-CKI1 Applicable Servicer with
respect to the
Glendale Galleria Trust Mortgage Loan (upon which the Master
Servicer, the
Special Servicer, the Trustee and the Certificate Administrator may
conclusively
rely).
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified
in the
related Mortgage Note and the Mortgagor is required to apply excess
monthly cash
flow generated by the related Mortgaged Property to the repayment
of the
outstanding principal balance on such Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar document or
instrument
executed by the Mortgagor in connection with the origination of the
related
Mortgage Loan.
"Assumed Periodic Payment": With respect to any Balloon Loan for
its
Stated Maturity Date (provided that such Mortgage Loan has not been
paid in full
and no other Liquidation Event has occurred in respect thereof on
or before such
Stated Maturity Date) and for any related Due Date thereafter as of
which such
Mortgage Loan remains outstanding and part of the Trust Fund (or,
in the case of
a Non-Trust Loan for any Due Date, as of which such Mortgage Loan
remains
outstanding and the related Trust Mortgage Loan remains part of the
Trust Fund),
the Periodic Payment of principal and/or interest deemed to be due
in respect
thereof on such Due Date equal to the Periodic Payment that would
have been due
in respect of such Mortgage Loan on such Due Date if the related
Mortgagor had
been required to continue to pay principal in accordance with the
amortization
schedule, if any, and to accrue interest at the Mortgage Rate, in
effect
immediately prior to, and without regard to the occurrence of, its
Stated
Maturity Date. With respect to any REO Loan, for any related Due
Date as of
which the related REO Property (or, in the case of any Trust REO
Loan that is a
successor to the Glendale Galleria Trust Mortgage Loan, any
interest in the
related REO Property) remains part of the Trust Fund, the Periodic
Payment of
principal and/or interest deemed to be due in respect thereof on
such Due Date
equal to the Periodic Payment that would have been due in respect
of the
predecessor Mortgage Loan on such Due Date had it remained
outstanding (or, if
the predecessor Mortgage Loan was a Balloon Loan and such Due Date
coincides
with or follows what had been its Stated Maturity Date, equal to
the Assumed
Periodic Payment that would have been deemed due in respect of the
predecessor
Mortgage Loan on such Due Date had it remained outstanding).
"Authenticating Agent": Any authenticating agent appointed
pursuant
to Section 8.12 (or, in the absence of any such appointment, the
Certificate
Administrator).
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to (a) the sum of, without duplication, (i)
the aggregate
of the amounts on deposit in the Collection Account and the
Distribution Account
as of the close of business on the related Determination Date and
the amounts
collected by or on behalf of the Master Servicer as of the close of
business on
such Determination Date and required to be deposited in the
Collection Account,
which amounts shall include, with respect to the Collection
Account, the amounts
remitted by the MLMT Series 2005-CKI1 Master Servicer with respect
to the
Glendale Galleria Trust Mortgage Loan and, with respect to the
Distribution
Account, in the case of the initial Distribution Date, the Closing
Date Deposit,
(ii) the aggregate amount of any P&I Advances made by the
Master Servicer or the
Trustee for distribution on the Certificates on such Distribution
Date pursuant
to Section 4.03, (iii) the aggregate amount transferred from the
Pool REO
Account (if established) and/or any Loan Combination Custodial
Account to the
Collection Account after the Determination Date in the month of
such
Distribution Date, but on or prior to the P&I Advance Date in
such month,
pursuant to Section 3.16(c) and/or Section 3.05(e), as applicable,
(iv) the
aggregate amount deposited by the Master Servicer in the Collection
Account for
such Distribution Date pursuant to Section 3.19(a) in connection
with Prepayment
Interest Shortfalls and Casualty/Condemnation Interest Shortfalls,
and (v) for
each Distribution Date occurring in March, the aggregate of the
Interest Reserve
Amounts in respect of each Interest Reserve Loan deposited into the
Distribution
Account pursuant to Section 3.05(c), net of (b) the portion of the
amount
described in clause (a) of this definition that represents one or
more of the
following: (i) collected Periodic Payments that are due on a Due
Date following
the end of the related Collection Period, (ii) any amounts payable
or
reimbursable to any Person other than the Certificateholders from
(A) the
Collection Account pursuant to clauses (ii)-(xvi), (xviii), (xix)
and (xxi) of
Section 3.05(a) or (B) the Distribution Account pursuant to clauses
(ii)-(vi)
and (ix) of Section 3.05(b), (iii) Prepayment Premiums and Yield
Maintenance
Charges, (iv) Additional Interest, (v) with respect to the
Distribution Date
occurring in February of each year or in January of each year that
is not a leap
year, the Interest Reserve Amounts with respect to the Interest
Reserve Loans to
be withdrawn from the Distribution Account and deposited in the
Interest Reserve
Account in respect of such Distribution Date and held for future
distribution
pursuant to Section 3.04(c) and (vi) any amounts deposited in the
Collection
Account or the Distribution Account in error.
"B-Note Non-Trust Loan": With respect to each A-Note Trust
Mortgage
Loan, the other Mortgage Loan that (i) is not included in the Trust
Fund, (ii)
is subordinate in right of payment to such A-Note Trust Mortgage
Loan to the
extent set forth in the related Loan Combination Intercreditor
Agreement and
(iii) is secured by the same Mortgage on the same Mortgaged
Property as such
A-Note Trust Mortgage Loan.
"B-Noteholder": Each holder of (i) the Mortgage Note for a
B-Note
Non-Trust Loan and (ii) the corresponding rights under the related
Loan
Combination Intercreditor Agreement.
"Balloon Loan": Any Mortgage Loan that by its original terms or
by
virtue of any modification entered into as of the Closing Date
provides for an
amortization schedule extending beyond its Stated Maturity
Date.
"Balloon Payment": With respect to any Balloon Loan as of any
date
of determination, the Scheduled Payment payable on the Stated
Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Book-Entry
Certificate
that is a Non-Registered Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York or the city in
which the
Corporate Trust Office of the Trustee (which as of the Closing Date
is Columbia,
Maryland), the Corporate Trust Office of the Certificate
Administrator (which as
of the Closing Date is Chicago, Illinois), or the offices of the
Master Servicer
(which as of the Closing Date is Horsham, Pennsylvania), or the
offices of the
Special Servicer (which as of the Closing Date is Miami Beach,
Florida), are
located, are authorized or obligated by law or executive order to
remain closed.
"Casualty/Condemnation Interest Shortfall": With respect to any
Serviced Trust Mortgage Loan as to which a Casualty/Condemnation
Principal
Prepayment was received during any Collection Period and was
applied to such
Mortgage Loan as an unscheduled payment of principal prior to such
Mortgage
Loan's Due Date in such Collection Period, the amount of interest,
to the extent
not collected from the related Mortgagor, that would have accrued
(at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for
such Mortgage
Loan and (y) the Trustee Fee Rate) on the amount of such
Casualty/Condemnation
Principal Prepayment during the period commencing on the date as of
which such
Casualty/Condemnation Principal Prepayment was applied to such
Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive
(net of any
portion thereof that would have constituted Penalty Interest and
Additional
Interest, if applicable).
"Casualty/Condemnation Principal Prepayment": With respect to
any
Serviced Trust Mortgage Loan, any amounts constituting Insurance
Proceeds or
amounts received in connection with the taking of all or a part of
a Mortgaged
Property by the exercise of the power of eminent domain or
condemnation, that
are applied as an unscheduled principal prepayment in accordance
with the
provisions of this Pooling and Servicing Agreement, in reduction of
the
principal balance of such Mortgage Loan.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Merrill Lynch Mortgage Trust
2005-LC1,
Commercial Mortgage Pass-Through Certificates, Series 2005-LC1, as
executed by
the Certificate Registrar and authenticated and delivered hereunder
by the
Authenticating Agent.
"Certificate Administrator": LaSalle Bank National Association,
and
its successor in interest.
"Certificate Administrator Fee": The portion of the Trustee Fee
calculated at the Certificate Administrator Fee Rate payable to the
Certificate
Administrator pursuant to the terms hereof.
"Certificate Administrator Fee Rate": 0.00051% per annum.
"Certificate Administrator Investment Period": With respect to
any
Distribution Date, the period commencing on the day immediately
following the
preceding Distribution Date (or, in the case of the initial
Distribution Date,
commencing on the Closing Date) and ending on and including the
subject
Distribution Date.
"Certificate Administrator Report": As defined in Section
4.02(a).
"Certificate Factor":
With respect to any Class of Sequential Pay
Certificates, the Class X Certificates, the Class A-3FL REMIC II
Regular
Interest or the Class A-4FC REMIC II Regular Interest as of any
date of
determination, a fraction, expressed as a decimal carried to at
least eight
places, the numerator of which is the then current Class Principal
Balance or
Class X Notional Amount, as applicable, of such Class of
Certificates, the Class
A-3FL REMIC II Regular Interest or the Class A-4FC REMIC II Regular
Interest, as
the case may be, and the denominator of which is the Original Class
Principal
Balance or Original Notional Amount, as the case may be, of such
Class of
Certificates, the Class A-3FL REMIC II Regular Interest or the
Class A-4FC REMIC
II Regular Interest, as the case may be.
"Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of determination, the then notional
amount of such
Certificate equal to the product of (a) the Percentage Interest
evidenced by
such Certificate, multiplied by (b) the then Class X Notional
Amount.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential
Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class
Principal
Balance of the Class of Certificates to which such Certificate
belongs.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02(a).
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a
Disqualified
Organization nor a Disqualified Non-United States Tax Person shall
be Holder of
a Residual Certificate for any purpose hereof and, (ii) solely for
the purposes
of giving any consent, approval or waiver pursuant to this
Agreement that
relates to any of the Depositor, any Mortgage Loan Seller, the
Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator
in its
respective capacity as such (except with respect to amendments or
waivers
referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or
waiver required or permitted to be made by the Plurality
Subordinate
Certificateholder or the Controlling Class Representative and any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative pursuant to Section 6.09), any Certificate
registered in the name
of the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special
Servicer, the Trustee or the Certificate Administrator as the case
may be, or
any Certificate registered in the name of any of their respective
Affiliates,
shall be deemed not to be outstanding, and the Voting Rights to
which it is
entitled shall not be taken into account in determining whether the
requisite
percentage of Voting Rights necessary to effect any such consent,
approval or
waiver that relates to it has been obtained. The Certificate
Registrar shall be
entitled to request and conclusively rely upon a certificate of the
Depositor,
the Master Servicer or the Special Servicer in determining whether
a Certificate
is registered in the name of an Affiliate of such Person. All
references herein
to "Holders" or "Certificateholders" shall reflect the rights of
Certificate
Owners as they may indirectly exercise such rights through the
Depository and
the Depository Participants, except as otherwise specified herein;
provided,
however, that the parties hereto shall be required to recognize as
a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
"Certification Parties": As defined in Section 8.17(b).
"Certifying Person": As defined in Section 8.17(b).
"Class": Collectively, all of the Certificates bearing the same
alphabetic or, if applicable, alphanumeric, class designation.
"Class A Senior Certificates": The Class A-1, Class A-2, Class
A-3,
Class A-3FL, Class A-1A, Class A-SB, Class A-4 and Class A-4FC
Certificates.
"Class A-1 Certificate": Any one of the Certificates with a
"Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a
"Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a
"Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-3FL Additional Fixed Swap Payment": With respect to
any
Distribution Date and the Class A-3FL Swap Payment Date to which it
relates
based on the confirmation under the Class A-3FL Swap Agreement, the
applicable
"Additional Fixed Amount" within the meaning of the confirmation
under the Class
A-3FL Swap Agreement.
"Class A-3FL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all
principal
and/or interest distributions, as well as all distributions of
Yield Maintenance
Charges and Prepayment Premiums, properly made on or in respect of
the Class
A-3FL REMIC II Regular Interest with respect to such Distribution
Date and (ii)
the amounts, if any, received from the Class A-3FL Swap
Counterparty pursuant to
the Class A-3FL Swap Agreement for such Distribution Date, less (b)
any Class
A-3FL Net Fixed Swap Payment, Class A-3FL Additional Fixed Swap
Payment and
Class A-3FL Fixed Payer Shortfall Reimbursement Payment required to
be paid to
the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap
Agreement,
consistent with Section 4.07, for such Distribution Date.
"Class A-3FL Certificate": Any one of the Certificates with a
"Class
A-3FL" designation on the face thereof, substantially in the form
of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust
A-3FL.
"Class A-3FL Depositor's Retained Amount": The initial up-front
payment from the Class A-3FL Swap Counterparty to the Depositor (or
its
affiliate) pursuant to the Class A-3FL Swap Agreement.
"Class A-3FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Payment Default under the Class A-3FL Swap Agreement while the
Certificate
Administrator is pursuing remedies under the Class A-3FL Swap
Agreement pursuant
to Section 4.07, or (ii) immediately upon and following the
termination of the
Class A-3FL Swap Agreement until any replacement agreement is
entered into, the
conversion of distributions with respect to the Class A-3FL
Certificates from
distributions based, in part, on floating interest payments from
the Class A-3FL
Swap Counterparty under the Class A-3FL Swap Agreement to
distributions based
solely on distributions in respect of the Class A-3FL REMIC II
Regular Interest,
as specified in Section 4.01(c).
"Class A-3FL Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class A-3FL Swap Payment
Date to which
it relates based on the confirmation under the Class A-3FL Swap
Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the
meaning of
the confirmation under the Class A-3FL Swap Agreement.
"Class A-3FL Fixed Swap Payment": With respect to any
Distribution
Date and the Class A-3FL Swap Payment Date to which it relates
based on the
confirmation under the Class A-3FL Swap Agreement, the applicable
"Fixed Amount"
within the meaning of the confirmation under the Class A-3FL Swap
Agreement.
"Class A-3FL Floating Swap Payment": With respect to any
Distribution Date and the Class A-3FL Swap Payment Date to which it
relates
based on the confirmation under the Class A-3FL Swap Agreement, the
applicable
"Floating Amount" within the meaning of the confirmation under the
Class A-3FL
Swap Agreement.
"Class A-3FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Distributable
Certificate Interest with respect to the Class A-3FL REMIC II
Regular Interest
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, (ii) any Class A-3FL Net Floating Swap Payment
received from
the Class A-3FL Swap Counterparty for distribution on such
Distribution Date and
(iii) if the Class A-3FL Swap Agreement is terminated and a
replacement Class
A-3FL Swap Agreement is not obtained, any related Swap Termination
Payment
collected during the related Collection Period, less (b) any Class
A-3FL Net
Fixed Swap Payment and/or Class A-3FL Fixed Payer Shortfall
Reimbursement
Payment made to the Class A-3FL Swap Counterparty with respect to
such
Distribution Date.
"Class A-3FL Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-3FL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-3FL Floating Swap
Payment for
that Distribution Date.
"Class A-3FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-3FL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-3FL Fixed
Swap Payment
for that Distribution Date.
"Class A-3FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-3FL REMIC II Regular
Interest on such
Distribution Date.
"Class A-3FL REMIC II Regular Interest": The uncertificated
interest
in REMIC II, designated as "Class A-3FL," constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class A-3FL Swap Agreement": With respect to the Class A-3FL
Certificates and the Class A-3FL REMIC II Regular Interest, the
applicable
interest rate swap agreement consisting of the ISDA 2002 Master
Agreement,
together with the related schedule, confirmation and any annexes
thereto, dated
as of December 28, 2005, by and among the Class A-3FL Swap
Counterparty and the
Certificate Administrator, solely in its capacity as Certificate
Administrator,
on behalf of the Trust, or any replacement interest rate swap
agreement entered
into by the Certificate Administrator in accordance with the terms
of Section
4.07.
"Class A-3FL Swap Counterparty": Merrill Lynch Capital
Services,
Inc. or its successor in interest or any swap counterparty under a
replacement
Class A-3FL Swap Agreement.
"Class A-3FL Swap Payment Date": The "Payment Date" within the
meaning of the confirmation under the Class A-3FL Swap
Agreement.
"Class A-4 Certificate": Any one of the Certificates with a
"Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-4FC Additional Fixed Swap Payment": With respect to
any
Distribution Date and the Class A-4FC Swap Payment Date to which it
relates
based on the confirmation under the Class A-4FC Swap Agreement, the
applicable
"Additional Fixed Amount" within the meaning of the confirmation
under the Class
A-4FC Swap Agreement.
"Class A-4FC Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all
principal
and/or interest distributions, as well as all distributions of
Yield Maintenance
Charges and Prepayment Premiums, properly made on or in respect of
the Class
A-4FC REMIC II Regular Interest with respect to such Distribution
Date and (ii)
the amounts, if any, received from the Class A-4FC Swap
Counterparty pursuant to
the Class A-4FC Swap Agreement for such Distribution Date, less (b)
any Class
A-4FC Net Fixed Swap Payment, Class A-4FC Additional Fixed Swap
Payment and
Class A-4FC Fixed Payer Shortfall Reimbursement Payment required to
be paid to
the Class A-4FC Swap Counterparty pursuant to the Class A-4FC Swap
Agreement,
consistent with Section 4.07, for such Distribution Date.
"Class A-4FC Certificate": Any one of the Certificates with a
"Class
A-4FC" designation on the face thereof, substantially in the form
of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust
A-4FC.
"Class A-4FC Depositor's Retained Amount": The initial up-front
payment from the Class A-4FC Swap Counterparty to the Depositor (or
its
affiliate) pursuant to the Class A-4FC Swap Agreement.
"Class A-4FC Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Payment Default under the Class A-4FC Swap Agreement while the
Certificate
Administrator is pursuing remedies under the Class A-4FC Swap
Agreement pursuant
to Section 4.07, or (ii) immediately upon and following the
termination of the
Class A-4FC Swap Agreement until any replacement agreement is
entered into, the
conversion of distributions with respect to the Class A-4FC
Certificates from
distributions based, in part, on floating interest payments from
the Class A-4FC
Swap Counterparty under the Class A-4FC Swap Agreement to
distributions based
solely on distributions in respect of the Class A-4FC REMIC II
Regular Interest,
as specified in Section 4.01(c).
"Class A-4FC Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class A-4FC Swap Payment
Date to which
it relates based on the confirmation under the Class A-4FC Swap
Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the
meaning of
the confirmation under the Class A-4FC Swap Agreement.
"Class A-4FC Fixed Swap Payment": With respect to any
Distribution
Date and the Class A-4FC Swap Payment Date to which it relates
based on the
confirmation under the Class A-4FC Swap Agreement, the applicable
"Fixed Amount"
within the meaning of the confirmation under the Class A-4FC Swap
Agreement.
"Class A-4FC Floating Swap Payment": With respect to any
Distribution Date and the Class A-4FC Swap Payment Date to which it
relates
based on the confirmation under the Class A-4FC Swap Agreement, the
applicable
"Floating Amount" within the meaning of the confirmation under the
Class A-4FC
Swap Agreement.
"Class A-4FC Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Distributable
Certificate Interest with respect to the Class A-4FC REMIC II
Regular Interest
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, (ii) any Class A-4FC Net Floating Swap Payment
received from
the Class A-4FC Swap Counterparty for distribution on such
Distribution Date and
(iii) if the Class A-4FC Swap Agreement is terminated and a
replacement Class
A-4FC Swap Agreement is not obtained, any related Swap Termination
Payment
collected during the related Collection Period, less (b) any Class
A-4FC Net
Fixed Swap Payment and/or Class A-4FC Fixed Payer Shortfall
Reimbursement
Payment made to the Class A-4FC Swap Counterparty with respect to
such
Distribution Date.
"Class A-4FC Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FC Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-4FC Floating Swap
Payment for
that Distribution Date.
"Class A-4FC Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FC
Floating Swap
Payment for that Distribution Date over (ii) the Class A-4FC Fixed
Swap Payment
for that Distribution Date.
"Class A-4FC Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-4FC REMIC II Regular
Interest on such
Distribution Date.
"Class A-4FC REMIC II Regular Interest": The uncertificated
interest
in REMIC II, designated as "Class A-4FC," constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class A-4FC Swap Agreement": With respect to the Class A-4FC
Certificates and the Class A-4FC REMIC II Regular Interest, the
applicable
interest rate swap agreement consisting of the ISDA 2002 Master
Agreement,
together with the related schedule, confirmation and any annexes
thereto, dated
as of December 28, 2005, by and among the Class A-4FC Swap
Counterparty and the
Certificate Administrator, solely in its capacity as Certificate
Administrator,
on behalf of the Trust, or any replacement interest rate swap
agreement entered
into by the Certificate Administrator in accordance with the terms
of Section
4.07.
"Class A-4FC Swap Counterparty": Merrill Lynch Capital
Services,
Inc. or its successor in interest or any swap counterparty under a
replacement
Class A-4FC Swap Agreement.
"Class A-4FC Swap Payment Date": The "Payment Date" within the
meaning of the confirmation under the Class A-4FC Swap
Agreement.
"Class A-SB Certificate": Any one of the Certificates with a
"Class
A-SB" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the
Class A-SB
Certificates for such Distribution Date set forth on Exhibit S
attached hereto.
"Class AJ Certificate": Any one of the Certificates with a
"Class
AJ" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class AM Certificate": Any one of the Certificates with a
"Class
AM" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class
C"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class
D"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class
F"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class
G"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class
P"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of
any
Class of Sequential Pay Certificates, the Class A-3FL REMIC II
Regular Interest
or the Class A-4FC REMIC II Regular Interest, as the case may be,
outstanding
from time to time. As of the Closing Date, the Class Principal
Balance of each
Class of Sequential Pay Certificates, the Class A-3FL REMIC II
Regular Interest
and the Class A-4FC REMIC II Regular Interest shall equal the
Original Class
Principal Balance thereof. On each Distribution Date, the Class
Principal
Balance of each Class of Sequential Pay Certificates (exclusive of
the Class
A-3FL and the Class A-4FC Certificates), the Class A-3FL REMIC II
Regular
Interest and the Class A-4FC REMIC II Regular Interest shall be
reduced by the
amount of any distributions of principal made thereon on such
Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be
further reduced by
the amount of any Realized Losses and Additional Trust Fund
Expenses allocated
thereto on such Distribution Date pursuant to the first paragraph
of Section
4.04(a). The respective Class Principal Balances of the various
classes of
Sequential Pay Certificates (exclusive of the Class A-3FL and the
Class A-4FC
Certificates), the Class A-3FL REMIC II Regular Interest and the
Class A-4FC
REMIC II Regular Interest shall be increased, as and to the extent
and in the
order provided in the second paragraph of Section 4.04(a) in
connection with any
recoveries of Nonrecoverable Advances and/or interest thereon which
were
reimbursed and/or paid in a prior Collection Period from the
principal portion
of general collections on the Mortgage Pool and which are included
in the
Principal Distribution Amount for the current Distribution Date;
provided that
the Class Principal Balance of any such Class of Sequential Pay
Certificates,
the Class A-3FL REMIC II Regular Interest and the Class A-4FC REMIC
II Regular
Interest shall in no event be increased by more than the amount of
unreimbursed
Realized Losses and Additional Trust Fund Expenses previously
allocated thereto
(which unreimbursed Realized Losses and Additional Trust Fund
Expenses shall be
reduced by the amount of the increase in such Class Principal
Balance); and
provided, further, that the aggregate increase in the Class
Principal Balances
of the respective Classes of Sequential Pay Certificates (exclusive
of the Class
A-3FL and the Class A-4FC Certificates), the Class A-3FL REMIC II
Regular
Interest and the Class A-4FC REMIC II Regular Interest on any
Distribution Date
shall not exceed the excess, if any, of (i) the aggregate Stated
Principal
Balance of, and all Unliquidated Advances with respect to, the
Mortgage Pool
that will be outstanding immediately following such Distribution
Date, over (ii)
the aggregate of the Class Principal Balances of the respective
Classes of
Sequential Pay Certificates (exclusive of the Class A-3FL and the
Class A-4FC
Certificates), the Class A-3FL REMIC II Regular Interest and the
Class A-4FC
REMIC II Regular Interest outstanding immediately following the
distributions to
be made on such Distribution Date, but prior to any such increase
in any of
those Class Principal Balances. Distributions in respect of a
reimbursement of
Realized Losses and Additional Trust Fund Expenses previously
allocated to a
Class of Sequential Pay Certificates, the Class A-3FL REMIC II
Regular Interest
and the Class A-4FC REMIC II Regular Interest, as the case may be,
shall not
constitute distributions of principal and shall not result in
reduction of the
related Class Principal Balance. The Class Principal Balance of the
Class A-3FL
Certificates shall at all times equal the Class Principal Balance
of the Class
A-3FL REMIC II Regular Interest. The Class Principal Balance of the
Class A-4FC
Certificates shall at all times equal the Class Principal Balance
of the Class
A-4FC REMIC II Regular Interest.
"Class Q Certificate": Any one of the Certificates with a "Class
Q"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
I for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
II for purposes of the REMIC Provisions.
"Class X
Certificate": Any one of the Certificates with a "Class X"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class X Component": Any of the 24 components of the Class X
Certificates listed in the following table:
Class
Designation of
Class X
Corresponding
Component
Certificates
---------
------------
X-A-1
A-1
X-A-2
A-2
X-A-3
A-3
X-A-3FL
A-3FL
X-A-1A
A-1A
X-A-SB
A-SB
X-A-4
A-4
X-A-4FC
A-4FC
X-AM
AM
X-AJ
AJ
X-B
B
X-C
C
X-D
D
X-E
E
X-F
F
X-G
G
X-H
H
X-J
J
X-K
K
X-L
L
X-M
M
X-N
N
X-P
P
X-Q
Q
"Class X Notional Amount": With respect to the Class X
Certificates
and any date of determination, the sum of the then Component
Notional Amounts of
all of the Class X Components.
"Class X Strip Rate": With respect to any Class X Component for
any
Distribution Date, a rate per annum equal to (i) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date, minus (ii)
the
Pass-Through Rate for the Corresponding Certificates (or, in the
case of the
Class A-3FL Certificates, for the Class A-3FL REMIC II Regular
Interest and, in
the case of the Class A-4FC Certificates, for the Class A-4FC REMIC
II Regular
Interest) for such Distribution Date. In no event, however, shall
any Class X
Strip Rate be less than zero.
"Class Z Certificate": Any one of the Certificates with a "Class
Z"
designation on the face thereof, substantially in the form of
Exhibit A-8
attached hereto, and evidencing a proportionate interest in Grantor
Trust Z.
"Closing Date": December 28, 2005.
"Closing Date Deposit": With respect to LaSalle Bank National
Association, a cash amount to be deposited by such Mortgage Loan
Seller (or on
its behalf), pursuant to the LaSalle Mortgage Loan Purchase
Agreement, in
respect of each Trust Mortgage Loan (that is one of the Trust
Mortgage Loans
identified as loan numbers 19, 20, 24 and 86 on the Mortgage Loan
Schedule) sold
by such Mortgage Loan Seller to the Depositor that does not have
its first
Scheduled Payment due until February 1, 2006, which cash amount
represents the
aggregate amount of interest that would have accrued during the
entire month of
December 2005 at the related Net Mortgage Rate on the Cut-off Date
Balance of
that Trust Mortgage Loan. The Closing Date Deposit for each of the
Trust
Mortgage Loans identified in the preceding sentence is $86,682.73,
$85,689.23,
$90,088.76 and $22,522.19, respectively.
"Closing Date Deposit Mortgage Loan": Any Trust Mortgage Loan
in
respect of which a Closing Date Deposit is required to be made by
the related
Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase
Agreement.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial
mortgage-backed
pass-through certificates and commercial mortgage-backed bonds and
the
commercial mortgage loans and foreclosed properties underlying or
backing them
to investors holding or owning such certificates or bonds, and any
successor to
such other association or organization. If an organization or
association
described in one of the preceding sentences of this definition does
not exist,
"CMSA" shall be deemed to refer to such other association or
organization as
shall be selected by the Master Servicer and reasonably acceptable
to the
Trustee, the Certificate Administrator, the Special Servicer and
the Controlling
Class Representative.
"CMSA Advance Recovery Report": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Certificate Administrator.
"CMSA Collateral Summary File": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Collateral Summary File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Master Servicer, the Special Servicer and the
Trustee.
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Comparative Financial Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and is reasonably acceptable to the Master
Servicer and
the Special Servicer.
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Historical Liquidation Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Historical Liquidation Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA Loan Level Reserve/LOC Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Loan Level Reserve Report" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
the Master
Servicer and the Special Servicer.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "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
is reasonably acceptable to the Master Servicer, the Special
Servicer and the
Certificate Administrator.
"CMSA Loan Setup File": 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 recommended by the CMSA for
commercial
mortgage-backed securities transactions generally and is reasonably
acceptable
to the Master Servicer and the Special Servicer.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally, and
in any event,
shall present the computations made in accordance with the
methodology described
in such form to "normalize" the full year net operating income, net
cash flow
and debt service coverage numbers used in the other reports
required by this
Agreement and is reasonably acceptable to the Master Servicer and
the Special
Servicer.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Operating Statement Analysis Report" available as of
the Closing
Date on the CMSA Website or in such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and is reasonably acceptable to the Master
Servicer and
the Special Servicer.
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally and is reasonably
acceptable
to the Master Servicer and the Special Servicer.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Reconciliation of Funds Report" available as of the Closing
Date on the
CMSA Website, or in such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to the Master Servicer and the Special
Servicer.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available on the CMSA Website, or in such other form
for the
presentation of such information and containing such additional
information as
may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
the Master
Servicer and the Special Servicer.
"CMSA Servicer Watch List": A report substantially in the form
of,
and containing the information called for in, the downloadable form
of the
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
in such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Special Servicer Loan File": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Special Servicer Loan File" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
the Master
Servicer and the Special Servicer.
"CMSA Website": The CMSA's website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of
the Treasury
promulgated thereunder.
"Collection Account": One or more segregated accounts created
and
maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled: "GMAC
Commercial Mortgage Corporation, as Master Servicer for Wells Fargo
Bank, N.A.,
as Trustee, on behalf of and in trust for the registered holders of
Merrill
Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
2005-LC1."
"Collection Period": Individually and collectively, as the
context
may require: with respect to any Distribution Date and each
Mortgage Loan and
any successor REO Loan, the period commencing on the day
immediately following
the related Determination Date for such Mortgage Loan for the
preceding
Distribution Date (or, in the case of the initial Distribution
Date, commencing
immediately following the Cut-off Date) and ending on and including
the related
Determination Date for such Mortgage Loan for the subject
Distribution Date. For
the purposes of this Agreement, with respect to any Distribution
Date, the
Collection Period that corresponds to that Distribution Date
(including, for
example, but without limitation, references to "the related
Collection Period")
shall mean the Collection Periods (determined in accordance with
the preceding
sentence) ending in the month in which such Distribution Date
occurs that are
applicable to the Merrill Trust Mortgage Loans, the Countrywide
Trust Mortgage
Loans and/or the LaSalle Trust Mortgage Loans, as applicable.
"Component Notional Amount": With respect to each Class X
Component
and any date of determination, an amount equal to the then REMIC I
Principal
Balance of its Corresponding REMIC I Regular Interest.
"Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates (based on the
payment
priorities set forth in Section 4.01(a)) that has a Class Principal
Balance that
is greater than 25% of the Original Class Principal Balance thereof
(without
considering any Appraisal Reduction Amounts); provided, however,
that if no
Class of Sequential Pay Certificates has a Class Principal Balance
that
satisfies such requirement, then the Controlling Class shall be the
most
subordinate outstanding Class of Sequential Pay Certificates (based
on the
payment priorities set forth in Section 4.01(a)) with a Class
Principal Balance
greater than zero. With respect to determining and exercising the
rights of the
Controlling Class, the Class A Senior Certificates shall
collectively be deemed
a single Class of Certificates. The initial Controlling Class will
be the Class
Q Certificates.
"Controlling Class Representative": As defined in Section 3.25.
"Corporate Trust Office": The principal corporate trust office
of
the Trustee or the Certificate Administrator, as applicable, at
which at any
particular time the Trustee's or the Certificate Administrator's
respective
corporate trust businesses with respect to this Agreement shall be
administered.
With respect to the Trustee, the Corporate Trust Office at the date
of the
execution of this Agreement is located at 9062 Old Annapolis Road,
Columbia,
Maryland 21045-1951, Attention: Corporate Trust Services--Merrill
Lynch Mortgage
Investors, Inc. 2005-LC1. With respect to the Certificate
Administrator, the
Corporate Trust Office at the date of the execution of this
Agreement is located
at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention:
Global Securities and Trust Services Group--Merrill Lynch Mortgage
Trust
2005-LC1, Commercial Mortgage Pass-Through Certificates, Series
2005-LC1.
"Corrected Mortgage Loan": Any Serviced Mortgage Loan that had
been
a Specially Serviced Mortgage Loan but has ceased to be a Specially
Serviced
Mortgage Loan in accordance with the definition of "Specially
Serviced Mortgage
Loan."
"Corresponding Certificates": With respect to any REMIC I
Regular
Interest, the Class of Sequential Pay Certificates, the Class A-3FL
REMIC II
Regular Interest or the Class A-4FC REMIC II Regular Interest for
which such
REMIC I Regular Interest is the Corresponding REMIC I Regular
Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Sequential Pay
Certificates.
With respect to the Class A-3FL REMIC II Regular Interest, REMIC I
Regular
Interest LA-3FL. With respect to the Class A-4FC REMIC II Regular
Interest,
REMIC I Regular Interest LA-4FC. With respect to any Class X
Component, the
REMIC I Regular Interest that, with the replacement of "L" with "X"
at the
beginning of its designation, has the same alphabetic or
alphanumeric
designation as such Class X Component.
"Countrywide": Countrywide Commercial Real Estate Finance, Inc.,
a
California corporation, or its successor in interest.
"Countrywide Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of December 16, 2005,
between the
Depositor and Countrywide and relating to the transfer of the
Countrywide Trust
Mortgage Loans to the Depositor.
"Countrywide Securities": Countrywide Securities Corporation, a
California corporation, or its successor in interest.
"Countrywide Trust Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the
Countrywide Mortgage
Loan Purchase Agreement.
"CPI Index Rate": The rate specified in Section 1.04(a) or the
rate
calculated by the Certificate Administrator in accordance with
Section 1.04(b),
as applicable under the circumstances.
"CPI Index Reset Date": For purposes of calculating the CPI
Index
Rate in any particular calendar month, the second Business Day
prior to the
commencement of the Interest Accrual Period in such calendar
month
"Crossed Loan": As defined in Section 2.03(a). The Mortgage
Loans
comprising a Loan Combination shall not be deemed to be Crossed
Loans for
purposes of this Agreement.
"Crossed Loan Group": As defined in Section 2.03(a).
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an
Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or
if such custodian has been so appointed, but the Trustee shall have
terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-off Date": Individually and collectively, as the context
may
require: with respect to each Mortgage Loan with a Due Date in
December 2005,
the related Due Date of such Mortgage Loan in December 2005; or,
with respect to
any Mortgage Loan that was originated in November 2005 and has the
Due Date of
its first Scheduled Payment in January 2006, December 1, 2005; or,
with respect
to any Mortgage Loan that was originated in December 2005 and has
the Due Date
of its first Scheduled Payment in February 2006, the date of
origination.
"Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the
Cut-off Date,
after application of all unscheduled payments of principal received
on or before
such date and the principal component of all Periodic Payments due
on or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan,
as
of any date of determination, the ratio of (x) the annualized Net
Operating
Income (before payment of any debt service on such Mortgage Loan
generated by
the related Mortgaged Property during the most recently ended
period of not less
than six months and not more than twelve months for which financial
statements,
if available (whether or not audited) have been received by or on
behalf of the
related Mortgage Loan Seller (prior to the Closing Date or, in the
case of a
Qualified Substitute Mortgage Loan, prior to the relevant date of
determination)
or the Master Servicer or the Special Servicer or, in the case of
the Glendale
Galleria Trust Mortgage Loan, the MLMT Series 2005-CKI1 Applicable
Servicer
(following the Closing Date), to (y) twelve times the amount of the
Periodic
Payment in effect for such Mortgage Loan as of such date of
determination or, in
the case of the Glendale Galleria Trust Mortgage Loan, twelve times
the amount
of the aggregate Periodic Payment in effect for the Glendale
Galleria Trust
Mortgage Loan and the Glendale Galleria Pari Passu Non-Trust Loan
as of such
date of determination.
"Default Charges": Penalty Interest and/or late payment charges
that
are paid or payable, as the context may require, in respect of any
Mortgage Loan
or REO Loan.
"Defaulted Mortgage Loan": A Serviced Mortgage Loan: (i) that is
(A)
delinquent 60 days or more in respect of a Periodic Payment (not
including the
Balloon Payment) or (B) delinquent one day in respect of its
Balloon Payment or,
if the Master Servicer receives, prior to the Due Date of such
Balloon Payment,
written evidence from an institutional lender of such lender's
binding
commitment to refinance such Mortgage Loan, for such longer period
beyond the
Due Date ending on the earlier of (1) 60 days after the Due Date of
such Balloon
Payment and (2) the expiration of the refinancing commitment, in
either case
such delinquency to be determined (except as otherwise provided
above) without
giving effect to any grace period permitted by the related Mortgage
or Mortgage
Note and without regard to any acceleration of payments under the
related
Mortgage and Mortgage Note; or (ii) as to which the Special
Servicer has, by
written notice to the related Mortgagor, accelerated the maturity
of the
indebtedness evidenced by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan,
the
United States government obligations required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Mortgage Loan which permits or requires
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": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than (i) in the case of a Trust Mortgage Loan other
than the
Glendale Galleria Trust Mortgage Loan, the then outstanding
principal balance of
such Mortgage Loan, and (ii) in the case of the Glendale Galleria
Trust Mortgage
Loan, the then-aggregate outstanding principal balance of such
Mortgage Loan and
the Glendale Galleria Pari Passu Non-Trust Loan, which valuation
results from a
proceeding initiated under the Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Definitive
Certificate
that is a Non-Registered Certificate.
"Depositor": Merrill Lynch Mortgage Investors, Inc. or its
successor
in interest.
"Depository": The Depository Trust Company, or any successor
depository hereafter named as contemplated by Section 5.03(c). The
nominee of
the initial Depository for purposes of registering those
Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository
shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of
1934, as amended.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": For any Distribution Date, (i) with respect
to
each Mortgage Loan that has a Due Date on or prior to the fourth
Business Day
prior to such Distribution Date, the fourth Business Day prior to
such
Distribution Date, (ii) with respect to the Glendale Galleria Trust
Mortgage
Loan, the Glendale Galleria Early Remittance Date and (iii) with
respect to each
other Mortgage Loan, the Due Date for such Mortgage Loan in the
month in which
such Distribution Date occurs. For the purposes of this Agreement,
with respect
to any Distribution Date, the "Determination Date" that corresponds
to that
Distribution Date (including, for example, but without limitation,
references to
"the related Determination Date") shall mean the Determination
Dates (determined
in accordance with the preceding sentence) occurring in the same
month as such
Distribution Date that are applicable to the Mortgage Pool.
"Determination Information": As defined in Section 3.18(b).
"Directly Operate": With respect to any Administered REO
Property,
the furnishing or rendering of services to the tenants thereof, the
management
of such Administered REO Property, the holding of such Administered
REO Property
primarily for sale to customers or the performance of any
construction work
thereon, in each case other than through an Independent Contractor;
provided,
however, that the Trustee (or the Special Servicer or any
Sub-Servicer on behalf
of the Trustee) shall not be considered to Directly Operate an
Administered REO
Property solely because the Trustee (or the Special Servicer or any
Sub-Servicer
on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into
or renews leases, deals with taxes and insurance, or makes
decisions as to
repairs or capital expenditures with respect to such Administered
REO Property.
"Discount Rate": With respect to any prepaid Trust Mortgage Loan
or
Trust REO Loan for purposes of allocating any Prepayment Premium or
Yield
Maintenance Charge received thereon or with respect thereto among
the respective
Classes of the Sequential Pay Certificates (other than any Excluded
Class
thereof), the Class A-3FL REMIC II Regular Interest and the Class
A-4FC REMIC II
Regular Interest, an amount equal to the discount rate stated in
the Mortgage
Loan documents related to such Trust Mortgage Loan or Trust REO
Loan used in
calculating the related Prepayment Premium or Yield Maintenance
Charge; provided
that, if a discount rate is not stated thereon, the "Discount Rate"
will be an
amount equal to the yield (when compounded monthly) on the U.S.
Treasury issue
(primary issue) with a maturity date closest to the maturity date
or Anticipated
Repayment Date, as applicable, for such prepaid Trust Mortgage Loan
or Trust REO
Loan. In the event there are two or more such U.S. Treasury issues
(a) with the
same coupon, the issue with the lowest yield shall apply, and (b)
with maturity
dates equally close to the maturity date or Anticipated Repayment
Date, as
applicable, for the prepaid Trust Mortgage Loan or Trust REO Loan,
the issue
with the earliest maturity date shall apply.
"Disqualified Non-United States Tax Person": With respect to
any
Residual Certificate, any Non-United States Tax Person or agent
thereof other
than: (1) a Non-United States Tax Person that (a) holds such
Residual
Certificate and, for purposes of Treasury Regulations Section
1.860G-3(a)(3), is
subject to tax under Section 882 of the Code, (b) certifies that it
understands
that, for purposes of Treasury regulations Section
1.860E-1(c)(4)(ii), as a
holder of such Residual Certificate for United States federal
income tax
purposes, it may incur tax liabilities in excess of any cash flows
generated by
such Residual Certificate and intends to pay taxes associated with
holding such
Residual Certificate, and (c) has furnished the Transferor and the
Certificate
Administrator with an effective IRS Form W-8ECI or successor form
and has agreed
to update such form as required under the applicable Treasury
regulations; or
(2) a Non-United States Tax Person that has delivered to the
Transferor and the
Certificate Registrar an opinion of nationally recognized tax
counsel to the
effect that (x) the Transfer of such Residual Certificate to it is
in accordance
with the requirements of the Code and the regulations promulgated
thereunder and
(y) such Transfer of such Residual Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization": (i) the United States, any State
or
political subdivision thereof, a foreign government, an
international
organization, or any agency or instrumentality of any of the
foregoing, (ii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code
(including the tax imposed by Section 511 of the Code on unrelated
business
taxable income), (iii) rural electric and telephone cooperatives
described in
Section 1381 of the Code and (iv) any other Person so designated by
the
Certificate Administrator or the REMIC Administrator based upon an
Opinion of
Counsel that the holding of an Ownership Interest in a Residual
Certificate by
such Person may cause the Trust 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.
"Disqualified Partnership": Any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest": With respect to any Class
of
Regular Certificates (exclusive of the Class A-3FL and the Class
A-4FC
Certificates), the Class A-3FL REMIC II Regular Interest or the
Class A-4FC
REMIC II Regular Interest for any Distribution Date, the Accrued
Certificate
Interest in respect of such Class of Certificates, the Class A-3FL
REMIC II
Regular Interest or the Class A-4FC REMIC II Regular Interest, as
the case may
be, for such Distribution Date, reduced (other than with respect to
the Class X
Certificates) (to not less than zero) by the product of (a) any Net
Aggregate
Prepayment Interest Shortfall for such Distribution Date,
multiplied by (b) a
fraction, expressed as a decimal, the numerator of which is the
Accrued
Certificate Interest in respect of the subject Class of
Certificates, the Class
A-3FL REMIC II Regular Interest or the Class A-4FC REMIC II Regular
Interest, as
the case may be, for such Distribution Date, and the denominator of
which is the
aggregate Accrued Certificate Interest in respect of all the
Classes of
Sequential Pay Certificates (exclusive of the Class A-3FL and the
Class A-4FC
Certificates), the Class A-3FL REMIC II Regular Interest and the
Class A-4FC
REMIC II Regular Interest, as the case may be, for such
Distribution Date;
provided that, if the aggregate Class Principal Balance of the
Sequential Pay
Certificates (exclusive of the Class A-3FL and the Class A-4FC
Certificates),
the Class A-3FL REMIC II Regular Interest and the Class A-4FC REMIC
II Regular
Interest is reduced as a result of a Realized Loss caused by a
diversion of
principal collections on the Mortgage Pool to reimburse
Nonrecoverable Advances
and/or pay interest thereon as contemplated by Section 1.02, and if
there is a
subsequent recovery of such amounts that results in the
reinstatement of the
Class Principal Balance of any one or more Classes of Sequential
Pay
Certificates (exclusive of the Class A-3FL and the Class A-4FC
Certificates),
the Class A-3FL REMIC II Regular Interest and/or the Class A-4FC
REMIC II
Regular Interest as provided in the definition of "Class Principal
Balance,"
then the amount of Distributable Certificate Interest with respect
to each such
Class of Regular Certificates, the Class A-3FL REMIC II Regular
Interest or the
Class A-4FC REMIC II Regular Interest for the next succeeding
Distribution Date
shall be increased by the amount of any and all additional
Distributable
Certificate Interest that would have been payable with respect to
the subject
Class of Regular Certificates, the Class A-3FL REMIC II Regular
Interest or the
Class A-4FC REMIC II Regular Interest if such diversion of
principal and the
corresponding allocation of a Realized Loss (up to the amount of
the reinstated
balances) had not occurred.
"Distribution Account": The segregated account or accounts
created
and maintained by the Certificate Administrator pursuant to Section
3.04(b)
which shall be entitled "LaSalle Bank National Association, as
Certificate
Administrator on behalf of Wells Fargo Bank, N.A., as Trustee, in
trust for the
registered holders of Merrill Lynch Mortgage Trust 2005-LC1,
Commercial Mortgage
Pass-Through Certificates, Series 2005-LC1."
"Distribution Date": During any given month, the 12th day of
such
month, or if the 12th day is not a Business Day, the next
succeeding Business
Day, commencing in January 2006.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Periodic Payment on such Mortgage Loan is
scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date,
the day of the
month set forth in the related Mortgage Note on which each Periodic
Payment on
such Mortgage Loan had been scheduled to be first due; and (iii)
any REO Loan,
the day of the month set forth in the related Mortgage Note on
which each
Periodic Payment on the related Mortgage Loan had been scheduled to
be first
due.
"East Empire Industrial Portfolio A-Note Trust Mortgage Loan":
The
A-Note Trust Mortgage Loan identified as loan number 36 on the
Mortgage Loan
Schedule and as being secured by the East Empire Industrial
Portfolio.
"East Empire Industrial Portfolio B-Note Non-Trust Loan": The
B-Note
Non-Trust Loan that relates to the East Empire Industrial Portfolio
A-Note Trust
Mortgage Loan.
"Eligible Account": Any of (i) an account maintained with a
federal
or state chartered depository institution or trust company, and (a)
with respect
to deposits held for 30 days or more in such account, the long-term
deposit or
unsecured debt obligations of which are rated at least "AA-" by
S&P (or "A-",
provided the short-term unsecured debt obligations are rated at
least "A-1" by
S&P)and "Aa3" by Moody's (if then rated by Moody's) (or, with
respect to any
such Rating Agency, such lower rating as will not result in an
Adverse Rating
Event, as evidenced in writing by the applicable Rating Agency), at
any time
such funds are on deposit therein, or (b) with respect to deposits
held for less
than 30 days in such account, the short-term deposits of which are
rated at
least "A-1" by S&P and "P-1" by Moody's (if then rated by
Moody's) (or, with
respect to any such Rating Agency, such lower rating as will not
result in an
Adverse Rating Event) as evidenced in writing by the applicable
Rating Agency at
any time such funds are on deposit therein, (ii) a segregated trust
account or
accounts maintained with a federal or state chartered depository
institution or
trust company acting in its fiduciary capacity, which, in the case
of a state
chartered depository institution or trust company, is subject to
regulations
regarding fiduciary funds on deposit therein substantially similar
to 12 C.F.R.
ss. 9.10(b), and the long-term deposits or unsecured obligations of
which
federal or state chartered depository institution or trust company
(or its
parent entity) are rated at least "Baa3" by Moody's, or (iii) any
other account
the use of which would not, in and of itself, cause an Adverse
Rating Event, as
confirmed in writing by each Rating Agency.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily
Guide or any
successor provisions covering the same subject matter in the case
of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property
is multifamily
property or (ii) the American Society for Testing and Materials in
the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged
Property is
not multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground rents (if
applicable) and other similar items in respect of the related
Mortgaged
Property.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Exchange Act": Securities Exchange Act of 1934, as amended.
"Excluded Class": Any Class of Sequential Pay Certificates
other
than the Class A-1, Class A-2, Class A-3, Class A-1A, Class A-SB,
Class A-4,
Class AM, Class AJ, Class B, Class C, Class D, Class E, Class F,
Class G and
Class H Certificates.
"Exemption": Either of Department of Labor Prohibited
Transaction
Exemption ("PTE") 90-29 (as amended by PTE 97-34, PTE 2000-58 and
PTE 2002-41)
or PTE 2000-55 (as amended by PTE 2000-58 and PTE 2002-41), as each
may be
amended from time to time, or any successor thereto, all as issued
by the U.S.
Department of Labor.
"Exemption-Favored Party": Any of (i) MLPF&S or Countrywide
Securities, (ii) any Person directly or indirectly, through one or
more
intermediaries, controlling, controlled by or under common control
with MLPF&S
or Countrywide Securities, and (iii) any member of any underwriting
syndicate or
selling group of which any Person described in clauses (i) or (ii)
is a manager
or co-manager with respect to a Class of Investment Grade
Certificates.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any
successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan,
Corrected
Mortgage Loan or Administered REO Property (other than a Mortgage
Loan or REO
Property, as the case may be, that was purchased or replaced by any
of the
Mortgage Loan Sellers pursuant to the applicable Mortgage Loan
Purchase
Agreement, or that was purchased by the Plurality Subordinate
Certificateholder
or the Special Servicer or any assignee of the foregoing pursuant
to Section
3.18, by the related B-Noteholder (in the case of an A-Note Trust
Mortgage Loan)
or by a Glendale Galleria Subordinate Noteholder (in the case of
the Glendale
Galleria Trust Mortgage Loan) pursuant to the Glendale Galleria
Intercreditor
Agreement or by the Master Servicer, the Special Servicer or the
Plurality
Subordinate Certificateholder pursuant to Section 9.01) that there
has been a
recovery of all Insurance Proceeds, Liquidation Proceeds, REO
Revenues and other
payments or recoveries that the Special Servicer has determined, in
accordance
with the Servicing Standard, will be ultimately recoverable;
provided that the
term "Final Recovery Determination" shall include any comparable
determination
made by the MLMT Series 2005-CKI1 Special Servicer pursuant to the
MLMT Series
2005-CKI1 Pooling and Servicing Agreement with respect to the
Glendale Galleria
Trust Mortgage Loan or any related Glendale Galleria REO
Property.
"Floating Rate Account": The segregated accounts or
sub-accounts
(which may be sub-accounts of the Distribution Account) created and
maintained
by the Certificate Administrator pursuant to Section 3.04(f), in
trust for: (i)
in the case of the Class A-3FL Certificates and the Class A-3FL
REMIC II Regular
Interest, the holders of Class A-3FL Certificates and the Class
A-3FL Swap
Counterparty, as their interests may appear, which shall be
entitled "LaSalle
Bank National Association, as Certificate Administrator, on behalf
of and in
trust for the registered holders of Merrill Lynch Mortgage Trust
2005-LC1,
Commercial Mortgage Pass-Through Certificates, Series 2005-LC1,
Class A-3FL, and
Merrill Lynch Capital Services, Inc., as their interests may
appear, Floating
Rate Account"; and (ii) in the case of the Class A-4FC Certificates
and the
Class A-4FC REMIC II Regular Interest, the holders of the Class
A-4FC
Certificates and the Class A-4FC Swap Counterparty, as their
interests may
appear, which shall be entitled "LaSalle Bank National Association,
as
Certificate Administrator, on behalf of and in trust for the
registered holders
of Merrill Lynch Mortgage Trust 2005-LC1, Commercial Mortgage
Pass-Through
Certificates, Series 2005-LC1, Class A-4FC, and Merrill Lynch
Capital Services,
Inc., as their interests may appear, Floating Rate Account."
"FNMA": Federal National Mortgage Association, or any successor
thereof.
"Form 8-K": Form 8-K under the Exchange Act and/or any successor
or
equivalent form(s) adopted by the Securities and Exchange
Commission.
"Form 8-K Current Report": A current report on Form 8-K.
"Form 10-K": Form 10-K under the Exchange Act and/or any
successor
or equivalent form(s) adopted by the Securities and Exchange
Commission.
"Form 10-K Annual Report": An annual report on Form 10-K.
"Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan
or
Trust REO Loan, the excess, if any, of (i) any and all Liquidation
Proceeds
collected with respect to such Mortgage Loan or the related REO
Property, as the
case may be, net of any related liquidation expenses, P&I
Advances, Servicing
Advances, Principal Recovery Fees, interest on Advances, Master
Servicing Fees,
Special Servicing Fees and Additional Trust Fund Expenses, and if
applicable,
further net of any portion of such Liquidation Proceeds payable to
the related
Non-Trust Noteholder(s) (if any) and, in the case of the Glendale
Galleria Trust
Mortgage Loan or any related Glendale Galleria REO Property, to the
MLMT Series
2005-CKI1 Applicable Servicer, over (ii) the Purchase Price for
such Trust
Mortgage Loan or Trust REO Loan, as the case may be, on the date on
which such
Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A segregated custodial account
(which may be a sub-account of the Distribution Account) created
and maintained
by the Certificate Administrator pursuant to Section 3.04(f) in
trust for the
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Certificate Administrator on behalf of Wells Fargo Bank, N.A.,
as Trustee, in
trust for the registered holders of Merrill Lynch Mortgage Trust
2005-LC1,
Commercial Mortgage Pass-Through Certificates, Series 2005-LC1,
Gain-on-Sale
Reserve Account."
"General Special Servicer": As defined in Section 6.09.
"Glendale Galleria A/B/C Co-Lender Agreement": The Amended and
Restated Co-Lender Agreement, dated as of November 16, 2005,
executed between
the holder of the Glendale Galleria Trust Mortgage Loan and the
holder of the
Glendale Galleria Pari Passu Non-Trust Loan, collectively, as the
lead lenders
under that agreement and the holders of the Glendale Galleria
Subordinate
Non-Trust Loans.
"Glendale Galleria Borrower": The entity which is the borrower
under
the Glendale Galleria Trust Mortgage Loan.
"Glendale Galleria Control Appraisal Period": A "Note B
Appraisal
Reduction Period" or "Note C Appraisal Reduction Period," as
applicable, within
the meaning of the Glendale Galleria Intercreditor Agreement.
"Glendale Galleria Controlling Party": The "Directing
Co-Lender"
within the meaning of the Glendale Galleria Intercreditor
Agreement, which prior
to the commencement of a Glendale Galleria Control Appraisal Period
with respect
to each Glendale Galleria Subordinate Non-Trust Loan, shall be the
Glendale
Galleria Controlling Subordinate Noteholder, and, following the
commencement of
a Glendale Galleria Control Appraisal Period with respect to each
Glendale
Galleria Subordinate Non-Trust Loan, shall be the holder of the
Glendale
Galleria Pari Passu Non-Trust Mortgage Loan.
"Glendale Galleria Controlling Subordinate Noteholder": As of
any
date of determination, the holder of the most junior Glendale
Galleria
Subordinate Non-Trust Loan, if any, as to which a Glendale Galleria
Control
Appraisal Period has not occurred and is continuing.
"Glendale Galleria Early Remittance Date": One Business Day
preceding each P&I Advance Date commencing in January 2006.
"Glendale Galleria Intercreditor Agreement": Collectively, the
Glendale Galleria Note A Intercreditor Agreement and the Glendale
Galleria A/B/C
Co-Lender Agreement.
"Glendale Galleria Loan Combination": Collectively, the
Glendale
Galleria Trust Mortgage Loan, the Glendale Galleria Pari Passu
Non-Trust Loan
and the Glendale Galleria Subordinate Non-Trust Loans. The term
"Glendale
Galleria Loan Combination" shall include any successor REO Loans
with respect to
the Glendale Galleria Trust Mortgage Loan, the Glendale Galleria
Pari Passu
Non-Trust Loan and the Glendale Galleria Subordinate Non-Trust
Loans.
"Glendale Galleria Mortgaged Property": The Mortgaged Property
identified on the Mortgage Loan Schedule as Glendale Galleria.
"Glendale Galleria Non-Trust Loan" Any Glendale Galleria
Subordinate
Non-Trust Loan or the Glendale Galleria Pari Passu Non-Trust Loan,
as the case
may be.
"Glendale Galleria Note A Intercreditor Agreement": The Note A
Intercreditor Agreement, dated as of November 16, 2005, executed
between the
Trust, as holder of the Glendale Galleria Trust Mortgage Loan and
the holder of
Glendale Galleria Pari Passu Non-Trust Loan.
"Glendale Galleria Pari Passu Non-Trust Loan": The loan that has
an
unpaid principal balance of $153,635,946 as of the cut-off date and
is secured
by the same Mortgage encumbering the Glendale Galleria Mortgaged
Property as the
Glendale Galleria Trust Mortgage Loan and pari passu in right of
payment and
other respects to the Glendale Galleria Trust Mortgage Loan. The
Glendale
Galleria Pari Passu Non-Trust Loans shall not be part of the
Mortgage Pool and
will not be considered a Trust Mortgage Loan.
"Glendale Galleria Pari Passu Non-Trust Loan Related MBS": Any
securities evidencing an interest in, or secured by, the Glendale
Galleria Pari
Passu Non-Trust Loan or any successor REO Loan with respect
thereto.
"Glendale Galleria Pari Passu Noteholder": The holder of the
Glendale Galleria Pari Passu Non-Trust Loan.
"Glendale Galleria Pari Passu Non-Trust Loan Securitization
Agreement": Any agreement governing the securitization of the
Glendale Galleria
Pari Passu Non-Trust Loan or any successor REO Loan with respect
thereto. The
MLMT Series 2005-CKI1 Pooling and Servicing Agreement is the
initial Glendale
Galleria Pari Passu Non-Trust Loan Securitization Agreement.
"Glendale Galleria REO Property": With respect to the Glendale
Galleria Loan Combination, the related Loan Combination REO
Property.
"Glendale Galleria Subordinate Non-Trust Loan": Each of the
Mortgage
Loans, other than the Glendale Galleria Trust Mortgage Loan and the
Glendale
Galleria Pari Passu Non-Trust Loan, that are secured by the same
Mortgage
encumbering the Glendale Galleria Mortgaged Property as the
Glendale Galleria
Trust Mortgage Loan and the Glendale Galleria Pari Passu Non-Trust
Loan, and
that are subordinate in right of payment to the Glendale Galleria
Trust Mortgage
Loan. The Glendale Galleria Subordinate Non-Trust Loans shall not
be part of the
Mortgage Pool and will not be considered Trust Mortgage Loans.
"Glendale Galleria Subordinate Noteholder": Any holder of any
Glendale Galleria Subordinate Non-Trust Loan.
"Glendale Galleria Trust Mortgage Loan": The Mortgage Loan that
has
a cut-off date principal balance of $125,702,137 and is secured by
a mortgage
encumbering the Glendale Galleria Mortgaged Property and included
in the Trust
Fund.
"Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, the related Rule 144A Global
Certificate.
"Grantor Trust A-3FL": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which
consist of (i) the
Class A-3FL REMIC II Regular Interest and distributions thereon,
(ii) the Class
A-3FL Swap Agreement and, except for the Class A-3FL Depositor's
Retained
Amount, payments by the Class A-3FL Swap Counterparty thereunder
and (iii) the
applicable sub-account of the Floating Rate Account, intended to be
treated as a
"grantor trust" within the meaning of the Grantor Trust
Provisions.
"Grantor Trust A-3FL Assets": The segregated pool of assets
comprising Grantor Trust A-3FL.
"Grantor Trust A-4FC": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which
consist of (i) the
Class A-4FC REMIC II Regular Interest and distributions thereon,
(ii) the Class
A-4FC Swap Agreement and, except for the Class A-4FC Depositor's
Retained
Amount, payments by the Class A-4FC Swap Counterparty thereunder
and (iii) the
applicable sub-account of the Floating Rate Account, intended to be
treated as a
"grantor trust" within the meaning of the Grantor Trust
Provisions.
"Grantor Trust A-4FC Assets": The segregated pool of assets
comprising Grantor Trust A-4FC.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J
of
the Code.
"Grantor Trust Z": That certain "grantor trust" (within the
meaning
of the Grantor Trust Provisions), the assets of which consist of
any Additional
Interest with respect to the Trust ARD Loans and any successor
Trust REO Loans
after their respective Anticipated Repayment Dates and amounts held
from time to
time in the Collection Account and/or the Additional Interest
Account that
represent Additional Interest.
"Grantor
Trust Z Assets": The segregated pool of assets comprising
Grantor Trust Z.
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged
Property or space
lease within such Mortgaged Property, the lease agreement creating
such
leasehold interest.
"Group 1 Mortgage Loan": Any Trust Mortgage Loan identified on
the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Trust Mortgage Loan identified on
the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations now existing or hereafter enacted, and
specifically
including, without limitation, asbestos and asbestos-containing
materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"Impound Reserve": As defined in Section 3.16(c).
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling
Class
Representative, the Trustee, the Certificate Administrator and any
and all
Affiliates thereof (and, with respect to any Loan Combination, any
of the
related Non-Trust Noteholder(s) and any and all Affiliates
thereof), (ii) does
not have any direct financial interest in or any material indirect
financial
interest in any of the Depositor, the Mortgage Loan Sellers, the
Master
Servicer, the Special Servicer, the Controlling Class
Representative, the
Trustee, the Certificate Administrator or any Affiliate thereof
(or, with
respect to any Loan Combination, any of the related Non-Trust
Noteholder(s) or
any Affiliate thereof), and (iii) is not connected with the
Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Controlling
Class
Representative, the Special Servicer, the Trustee, the Certificate
Administrator
or any Affiliate thereof (or, with respect to any Loan Combination,
any of the
related Non-Trust Noteholder(s) or any Affiliate thereof) as an
officer,
employee, promoter, underwriter, trustee, partner, director or
Person performing
similar functions; provided, however, that a Person shall not fail
to be
Independent of the Depositor, any Mortgage Loan Seller, the Master
Servicer, the
Controlling Class Representative, the Special Servicer, the
Trustee, the
Certificate Administrator or any Affiliate thereof (or, with
respect to any Loan
Combination, any of the related Non-Trust Noteholder(s) or any
Affiliate
thereof) merely because such Person is the beneficial owner of 1%
or less of any
class of securities issued by the Depositor, any Mortgage Loan
Seller, the
Master Servicer, the Special Servicer, the Controlling Class
Representative, the
Trustee, the Certificate Administrator or any Affiliate thereof
(or, with
respect to any Loan Combination, any of the related Non-Trust
Noteholder(s) or
any Affiliate thereof), as the case may be.
"Independent Appraiser": An Independent professional real
estate
appraiser who is a member in good standing of the Appraisal
Institute, and, if
the State in which the subject Mortgaged Property is located
certifies or
licenses appraisers, certified or licensed in such State, and in
each such case,
who has a minimum of five years experience in the subject property
type and
market.
"Independent Contractor": (a) Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning
of Section
856(d)(3) of the Code if REMIC I were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to the
Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or
the Trust Fund, delivered to the Trustee (and, if a Loan
Combination is
involved, to the related Non-Trust Noteholder(s)), provided that
(i) such REMIC
does not receive or derive any income from such Person and (ii) 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 (b) any other Person
upon receipt
by the Trustee, the Certificate Administrator and the Master
Servicer (and, if a
Loan Combination is involved, by the related Non-Trust
Noteholder(s)) of an
Opinion of Counsel, which shall be at no expense to the Master
Servicer, the
Special Servicer, the Trustee, the Certificate Administrator or the
Trust Fund,
to the effect that the taking of any action in respect of any
Administered 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 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, due to such Person's failure
to be treated
as an Independent Contractor.
"Initial Purchaser": Each of MLPF&S, LaSalle Financial Services
and
Countrywide Securities.
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy,
to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors,
as the case may be, pursuant to the terms of the related Mortgage
or lease, in
accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.07(d).
"Interest Accrual Period": With respect to any Distribution Date
and
each Class of Certificates (other than the Class A-3FL Certificates
prior to a
Class A-3FL Distribution Conversion) and the Class A-3FL REMIC II
Regular
Interest and the Class A-4FC REMIC II Regular Interest, the
calendar month
immediately preceding the calendar month in which such Distribution
Date occurs.
For purposes of determining Class A-3FL Interest Distribution
Amounts and Class
A-3FL Floating Swap Payments for any Distribution Date and any
Class A-3FL Swap
Payment Date related thereto based upon the confirmation under the
related Swap
Agreement, the Interest Accrual Period will begin on and include
the 12th day of
the month preceding the month in which the subject Distribution
Date occurs (or,
in the case of the first Distribution Date, will begin on and
include the
Closing Date) and will end on and include the 11th day of the month
in which the
subject Distribution Date occurs; provided that, if a Class A-3FL
Distribution
Conversion is in effect with respect to the subject Distribution
Date, then the
Interest Accrual Period applicable to the Class A-3FL Interest
Distribution
Amount for such Distribution Date will be the same as the Interest
Accrual
Period with respect to the Class A-3FL REMIC II Regular Interest
for such
Distribution Date. For purposes of determining Class A-4FC Interest
Distribution
Amounts and Class A-4FC Floating Swap Payments for any Distribution
Date and any
Class A-4FC Swap Payment Date related thereto based upon the
confirmation under
the related Swap Agreement, the Interest Accrual Period will at all
times be the
calendar month immediately preceding the calendar month in which
such
Distribution Date occurs.
"Interest Reserve Account": The segregated account (which may be
a
sub-account of the Distribution Account) created and maintained by
the
Certificate Administrator pursuant to Section 3.04(c) in trust
for
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Certificate Administrator on behalf of Wells Fargo Bank, N.A.,
as Trustee, on
behalf of and in trust for the registered holders of Merrill Lynch
Mortgage
Trust 2005-LC1, Commercial Mortgage Pass-Through Certificates,
Series
2005-LC1--Interest Reserve Account."
"Interest Reserve Amount": With respect to each Interest
Reserve
Loan and each Distribution Date that occurs in January of each year
subsequent
to 2005, or if a leap year, in February, an amount equal to one
day's interest
at the related Net Mortgage Rate on the related Stated Principal
Balance as of
the Due Date in the month in which such Distribution Date occurs
(but prior to
the application of any amounts owed on such Due Date), to the
extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due
Date as of the
related P&I Advance Date, in the case of a Periodic Payment, or
as of the
related Distribution Date, in the case of a P&I Advance.
"Interest Reserve Loan": Each Trust Mortgage Loan that is an
Actual/360 Mortgage Loan and each Trust REO Loan that relates to an
Actual/360
Mortgage Loan.
"Interested Person": The Depositor, the Mortgage Loan Seller,
the
Master Servicer, the Special Servicer, any Independent Contractor
hired by the
Special Servicer, any related Non-Trust Noteholder, any Holder of a
Certificate
or any Affiliate of any such Person.
"Internet Website": Either the Internet website maintained by
the
Certificate Administrator (located at "www.etrustee.net" or such
other address
as provided to the parties hereto from time to time) or the
Internet website
maintained by the Master Servicer, as the case may be.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Certificate": As of any date of determination,
a
Certificate that is rated in one of the four highest generic rating
categories
by at least one Rating Agency.
"Investment Period": With respect to any Distribution Date and
(i)
each of the Collection Account, any Servicing Account, any Reserve
Account, any
REO Account and any Loan Combination Custodial Account, the related
Collection
Period and (ii) each of the Distribution Account, the Interest
Reserve Account,
the Floating Rate Account, the Additional Interest Account and the
Gain-on-Sale
Reserve Account, the related Certificate Administrator Investment
Period.
"Investor Based Exemption": Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent
"qualified
professional asset managers"), PTCE 91-38 (for transactions by bank
collective
investment funds), PTCE 90-1 (for transactions by insurance company
pooled
separate accounts), 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
Law.
"LaSalle Bank": LaSalle Bank National Association, a national
banking association or its successor in interest.
"LaSalle Financial Services": LaSalle Financial Services, Inc.,
a
Delaware corporation, or its successor in interest.
"LaSalle Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of December 16, 2005, between the
Depositor
and LaSalle Bank and relating to the transfer of the LaSalle Trust
Mortgage
Loans to the Depositor.
"LaSalle Trust Mortgage Loans": Each of the Trust Mortgage
Loans
transferred and assigned to the Depositor pursuant to the LaSalle
Mortgage Loan
Purchase Agreement.
"Late Collections": With respect to any Mortgage Loan, all
amounts
received thereon during any Collection Period, other than Penalty
Interest,
whether as payments, Insurance Proceeds, Liquidation Proceeds or
otherwise,
which represent late collections of the principal and/or interest
portions of a
Scheduled Payment (other than a Balloon Payment) or an Assumed
Periodic Payment
in respect of such Mortgage Loan due or deemed due on a Due Date in
a previous
Collection Period, and not previously recovered. With respect to
any REO Loan,
all amounts received in connection with the related REO Property
during any
Collection Period, other than Penalty Interest, whether as
Insurance Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a
Scheduled Payment
(other than a Balloon Payment) or an Assumed Periodic Payment in
respect of the
predecessor Mortgage Loan or of an Assumed Periodic Payment in
respect of such
REO Loan due or deemed due on a Due Date in a previous Collection
Period and not
previously recovered.
"LIBOR": The rate specified in Section 1.03(a) or the rate
calculated by the Certificate Administrator in accordance with
Section 1.03(b),
as applicable under the circumstances.
"LIBOR Business Day": Any day on which commercial banks are open
for
general business (including dealings in foreign exchange and
foreign currency
deposits) in London, England and/or New York, New York.
"LIBOR Determination Date": For purposes of calculating LIBOR in
any
particular calendar month, the second LIBOR Business Day prior
to
the commencement of the Interest Accrual Period in such calendar
month; provided
that, to the extent that the calculation of LIBOR in accordance
with Section
1.03(b) requires a determination made as of New York City time, the
subject
LIBOR Determination Date must be a day on which commercial banks
are open for
general business (including dealings in foreign exchange and
foreign currency
deposits) in London, England and New York, New York.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased or replaced by a Mortgage Loan Seller pursuant
to the
applicable Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Plurality Subordinate Certificateholder, the
Special Servicer
or any assignee thereof pursuant to Section 3.18 or by the Master
Servicer, the
Special Servicer or the Plurality Subordinate Certificateholder
pursuant to
Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan or
the Glendale
Galleria Trust Mortgage Loan, such Mortgage Loan is purchased by
the related
B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by a
Glendale
Galleria Subordinate Noteholder (in the case of the Glendale
Galleria Trust
Mortgage Loan) pursuant to the related Loan Combination
Intercreditor Agreement;
(vi) such Mortgage Loan is purchased by a mezzanine lender pursuant
to the
related mezzanine intercreditor agreement; or (vii) such Mortgage
Loan is
removed from the Trust by the Sole Certificate Owner in connection
with an
exchange of all of the outstanding Certificates owned by the Sole
Certificate
Owner for all of the Trust Mortgage Loans and each REO Property
remaining in the
Trust Fund pursuant to Section 9.01. With respect to any REO
Property (and the
related REO Loan), any of the following events: (i) a Final
Recovery
Determination is made with respect to such REO Property; (ii) such
REO Property
is purchased or replaced by a Mortgage Loan Seller pursuant to the
applicable
Mortgage Loan Purchase Agreement; (iii) such REO Property is
purchased by the
Master Servicer, the Special Servicer or the Plurality
Subordinate
Certificateholder pursuant to Section 9.01; or (iv) such REO
Property is removed
from the Trust Fund by the Sole Certificate Owner in connection
with an exchange
of all of the outstanding Certificates owned by the Sole
Certificate Owner for
all of the Trust Mortgage Loans and each REO Property remaining in
the Trust
Fund pursuant to Section 9.01.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the
Special
Servicer in connection with: (i) the taking of all or a part of a
Mortgaged
Property or REO Property by exercise of the power of eminent domain
or
condemnation, subject, however, to the rights of any tenants and
ground lessors,
as the case may be, and the rights of the Mortgagor under the terms
of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or
other
collateral constituting security for a defaulted Mortgage Loan,
through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Mortgagor in
accordance
with applicable law and the terms and conditions of the related
Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment
obtained
against a Mortgagor; (iv) the purchase of a Serviced Trust
Defaulted Mortgage
Loan by the Plurality Subordinate Certificateholder, the Special
Servicer or any
assignee thereof pursuant to Section 3.18; (v) the repurchase or
substitution of
a Trust Mortgage Loan or REO Property by a Mortgage Loan Seller,
pursuant to the
applicable Mortgage Loan Purchase Agreement; (vi) the purchase of a
Trust
Mortgage Loan or REO Property by the Master Servicer, the Special
Servicer, or
the Plurality Subordinate Certificateholder pursuant to Section
9.01; (vii) the
purchase of an A-Note Trust Mortgage Loan by the related
B-Noteholder or the
purchase of the Glendale Galleria Trust Mortgage Loan by a Glendale
Galleria
Subordinate Noteholder, in each case pursuant to the related Loan
Combination
Intercreditor Agreement; (viii) the purchase of a Mortgage Loan by
a mezzanine
lender pursuant to the related mezzanine intercreditor agreement;
(ix) the
removal of a Mortgage Loan or REO Property from the Trust Fund by
the Sole
Certificate Owner in connection with an exchange of all of the
outstanding
Certificates owned by the Sole Certificate Owner for all of the
Trust Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
Section
9.01.
"Loan Combination": Any of the A/B Loan Combinations or the
Glendale
Galleria Loan Combination, as the case may be. The term "Loan
Combination" shall
include any successor REO Loans with respect to the applicable
Mortgage Loans
comprising such Loan Combination.
"Loan Combination Custodial Account": With respect to any Loan
Combination, the separate account (which may be a sub-account of
the Collection
Account) created and maintained by the Master Servicer pursuant to
Section
3.04(h) and held on behalf of the Certificateholders and the
related Non-Trust
Noteholder. Any such account shall be an Eligible Account.
"Loan Combination Intercreditor Agreement": With respect to
each
Loan Combination, each intercreditor agreement (including the
Glendale Galleria
Intercreditor Agreement) in effect between (i) the Trust Fund as
holder of the
related Trust Mortgage Loan and (ii) the Non-Trust
Noteholder(s).
"Loan Combination Mortgaged Property": The Mortgaged Property
securing a Loan Combination.
"Loan Combination REO Account": With respect to each Loan
Combination (other than the Glendale Galleria Loan Combination), a
segregated
account or accounts created and maintained by the Special Servicer
pursuant to
Section 3.16 on behalf of the Trustee, in trust for the
Certificateholders, and
the related Non-Trust Noteholder, which shall be entitled "LNR
Partners, Inc.,
as Special Servicer for Wells Fargo Bank, N.A., as Trustee in trust
for
registered holders of Merrill Lynch Mortgage Trust 2005-LC1,
Commercial Mortgage
Pass-Through Certificates, Series 2005-LC1, and [name of the
related Non-Trust
Noteholder(s)], as their interests may appear."
"Loan Combination REO Property": With respect to each Loan
Combination, the related Mortgaged Property if such Mortgaged
Property is
acquired on behalf and in the name of the Trust Fund, for the
benefit of the
Certificateholders, and the related Non-Trust Noteholder, as their
interests may
appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or
otherwise in accordance with applicable law in connection with the
default or
imminent default of such Loan Combination.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Trust Mortgage Loans
that
are Group 1 Mortgage Loans and any successor Trust REO Loans with
respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 1, taking into account adjustments in accordance with Section
1.02.
"Loan Group 2": Collectively, all of the Trust Mortgage Loans
that
are Group 2 Mortgage Loans and any successor Trust REO Loans with
respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 2, taking into account adjustments in accordance with Section
1.02.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any
date of determination, a fraction, expressed as a percentage, the
numerator of
which is (i) the then current principal amount of such Mortgage
Loan, or (ii) in
the case of the Glendale Galleria Trust Mortgage Loan, the then
aggregate
current principal amount of the Glendale Galleria Trust Mortgage
Loan and the
Glendale Galleria Pari Passu Non-Trust Loan, in each case as
adjusted in
accordance with the considerations specified in Section 3.08(a)(i),
and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"Master Servicer": GMAC Commercial Mortgage Corporation, its
successor in interest, or any successor master servicer appointed
as herein
provided.
"Master Servicing Fee": With respect to each Mortgage Loan and
any
successor REO Loan with respect thereto, the fee payable to the
Master Servicer
pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to each Trust
Mortgage
Loan, the per annum rate equal to the sum of the rates set forth
under the
columns "Master Servicing Fee Rate," "Primary Servicing Fee Rate"
and
"Sub-Servicer Fee Rate" on the Mortgage Loan Schedule, and with
respect to each
Non-Trust Loan, or any successor REO Loan with respect thereto, the
per annum
rate at which any related Master Servicing Fee is permitted to be
calculated
under the related Loan Combination Intercreditor Agreement.
Notwithstanding the
foregoing, for purposes of determining the amount of servicing
compensation
actually payable to the Master Servicer in respect of the Glendale
Galleria
Trust Mortgage Loan pursuant to Section 3.11(a), only the rate
(0.01%) set forth
under the column "Master Servicing Fee Rate" shall be taken into
account.
"Merrill Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of December 16, 2005, between the
Depositor
and MLMLI and relating to the transfer of the Merrill Trust
Mortgage Loans to
the Depositor.
"Merrill Trust Mortgage Loans": Each of the Trust Mortgage
Loans
transferred and assigned to the Depositor pursuant to the Merrill
Mortgage Loan
Purchase Agreement.
"MLMLI": Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation, or its successor in interest.
"MLMT Series 2005-CKI1 Applicable Servicer": The MLMT Series
2005-CKI1 Master Servicer or the MLMT Series 2005-CKI1 Special
Servicer, as
applicable.
"MLMT Series 2005-CKI1 Master Servicer": As defined in the
Preliminary Statement. The term "MLMT Series 2005-CKI1 Master
Servicer" shall
include any successor master servicer appointed pursuant to the
MLMT Series
2005-CKI1 Pooling and Servicing Agreement.
"MLMT Series 2005-CKI1 Pooling and Servicing Agreement": As
defined
in the Preliminary Statement.
"MLMT Series 2005-CKI1 Securitization": As defined in the
Preliminary Statement.
"MLMT Series 2005-CKI1 Servicing Fee": With respect to the
Glendale
Galleria Trust Mortgage Loan or any successor Trust REO Loan with
respect
thereto, the "Master Servicing Fee" payable to the MLMT Series
2005-CKI1 Master
Servicer with respect to such Mortgage Loan or Trust REO Loan, as
the case may
be, pursuant to the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement.
"MLMT Series 2005-CKI1 Servicing Fee Rate": With respect to the
Glendale Galleria Trust Mortgage Loan or any related Trust REO
Loan, the "Master
Servicing Fee Rate" (as defined in the MLMT Series 2005-CKI1
Pooling and
Servicing Agreement) for such Mortgage Loan or REO Loan, as the
case may be. The
MLMT Series 2005-CKI1 Servicing Fee Rate includes the rate (0.02%)
set forth in
the Mortgage Loan Schedule under the column "Sub-Servicer Fee" with
respect to
the Glendale Galleria Trust Mortgage Loan.
"MLMT Series 2005-CKI1 Special Servicer": As defined in the
Preliminary Statement. The term "MLMT Series 2005-CKI1 Special
Servicer" shall
include any successor special servicer appointed pursuant to the
MLMT Series
2005-CKI1 Pooling and Servicing Agreement.
"MLMT Series 2005-CKI1 Trustee": As defined in the Preliminary
Statement. The term "MLMT Series 2005-CKI1 Trustee" shall include
any successor
trustee appointed pursuant to the MLMT Series 2005-CKI1 Pooling and
Servicing
Agreement.
"MLPF&S": Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a
Delaware corporation, or its successor in interest.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest. If neither such Rating Agency nor any successor remains
in existence,
"Moody's" shall be deemed to refer to such other nationally
recognized
statistical rating organization or other comparable Person
designated by the
Depositor, notice of which designation shall be given to the
Trustee, the Master
Servicer, the Special Servicer and the Certificate Administrator,
and specific
ratings of Moody's herein referenced shall be deemed to refer to
the equivalent
ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed
of
trust, deed to secure debt or similar instrument that secures the
Mortgage Note
and creates a lien on the fee or leasehold interest in the related
Mortgaged
Property.
"Mortgage File":
(a) With respect to any Serviced Trust Mortgage Loan and, in
the
case of any Serviced Trust Mortgage Loan that is part of a Loan
Combination,
also with respect to the related Non-Trust Loan(s), collectively
the following
documents (which, in the case of a Loan Combination, except for the
Mortgage
Notes referred to in clause (i) of this definition and any
modifications thereof
referred to in clause (vi) of this definition, relate to the entire
Loan
Combination):
(i) (A) the original executed Mortgage Note for such Serviced
Trust
Mortgage
Loan, including any power of attorney related to the execution
thereof
(or a lost note affidavit and indemnity with a copy of such
Mortgage
Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached
thereto
(without
recourse, representation or warranty, express or implied) to
the
order of
Wells Fargo Bank, N.A., as trustee for the registered holders
of
Merrill
Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-Through
Certificates,
Series 2005-LC1, or in blank, and (B) in the case of a Loan
Combination, a copy of the executed Mortgage Note for each
related
Non-Trust
Loan;
(ii) an original or a copy of the Mortgage, together with
originals
or copies of any
and all intervening assignments thereof, in each case
(unless
not yet returned by the applicable recording office) with
evidence
of
recording indicated thereon or certified by the applicable
recording
office;
(iii) an
original or a copy of any related Assignment of Leases (if
such item
is a document separate from the Mortgage), together with
originals
or copies of any and all intervening assignments thereof, in
each case
(unless not yet returned by the applicable recording office)
with
evidence of recording indicated thereon or certified by the
applicable
recording office;
(iv) an original executed assignment, in recordable form (except
for
completion
of the assignee's name and address, if the assignment is
delivered
in blank, and any missing recording information) or a certified
copy of
that assignment as sent for recording, of (A) the Mortgage, (B)
any
related Assignment of Leases (if such item is a document separate
from
the
Mortgage) and (C) any other recorded document relating to such
Serviced
Trust Mortgage Loan otherwise included in the Mortgage File, in
favor of
Wells Fargo Bank, N.A., as trustee for the registered holders
of
Merrill
Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-Through
Certificates, Series 2005-LC1 (or, in the case of a Loan
Combination, in
favor of
Wells Fargo Bank, N.A., as trustee for the registered holders
of
Merrill
Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-Through
Certificates, Series 2005-LC1, and in its capacity as lead lender
on
behalf of
the holder of the related Non-Trust Loan(s)), or in blank;
(v) an original assignment of all unrecorded documents relating
to
the
subject Trust Mortgage Loan (to the extent not already assigned
pursuant
to clause (iv) above), in favor of Wells Fargo Bank, N.A., as
trustee
for the registered holders of Merrill Lynch Mortgage Trust
2005-LC1,
Commercial Mortgage Pass-Through Certificates, Series 2005-LC1
(or, in
the case of a Loan Combination, in favor of Wells Fargo Bank,
N.A., as
trustee for the registered holders of Merrill Lynch Mortgage
Trust
2005-LC1, Commercial Mortgage Pass-Through Certificates, Series
2005-LC1,
and in its capacity as lead lender on behalf of the holder of
the
related Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where
the
terms or
provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Trust Mortgage Loan has
been
assumed;
(vii) the original or a copy of the policy or certificate of
lender's
title insurance or, if such policy has not been issued or
located,
an original or a copy of an irrevocable, binding commitment
(which may
be a pro forma policy or a marked version of the policy that
has been
executed by an authorized representative of the title company
or
an
agreement to provide the same pursuant to binding escrow
instructions
executed
by an authorized representative of the title company) to issue
such title
insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC
Financing
Statements in favor of the originator of such Serviced Trust
Mortgage
Loan or in favor of any assignee prior to the Trustee (but only
to the
extent the Mortgage Loan Seller had possession of such UCC
Financing
Statements prior to the Closing Date) and, if there is an
effective
UCC Financing Statement in favor of the Mortgage Loan Seller on
record with the
applicable public office for UCC Financing Statements, a
UCC
Financing Statement assignment, in form suitable for filing in
favor
of Wells
Fargo Bank, N.A., as trustee for the registered holders of
Merrill
Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-Through
Certificates, Series 2005-LC1, as assignee (or, in the case of a
Loan
Combination, in favor of Wells Fargo Bank, N.A., as trustee for
the
registered
holders of Merrill Lynch Mortgage Trust 2005-LC1, Commercial
Mortgage
Pass-Through Certificates, Series 2005-LC1, and in its capacity
as lead
lender on behalf of the holder of the related Non-Trust
Loan(s)),
or in
blank;
(ix) an original or a copy of any Ground Lease, guaranty or
ground
lessor
estoppel;
(x) any intercreditor agreement relating to permitted debt of
the
Mortgagor
(including, in the case of a Trust Mortgage Loan that is part
of
a Loan
Combination, any related Loan Combination Intercreditor
Agreement)
and any
intercreditor agreement relating to mezzanine debt related to
the
Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve
agreement, any security agreement, any management agreement,
any
agreed
upon procedures letter, any lockbox or cash management
agreements,
any
environmental reports or any letter of credit (which letter of
credit
shall not
be delivered in original form to the Trustee but rather to the
Master
Servicer), in each case relating to such Serviced Trust
Mortgage
Loan;
and
(xii) with respect to a Serviced Trust Mortgage Loan secured by
a
hospitality property, a signed copy of any franchise agreement
and/or
franchisor
comfort letter;
(b) with respect to the Glendale Galleria Trust Mortgage Loan, the
following
documents collectively:
(i) the original executed Mortgage Note for such Trust
Mortgage Loan including any power of attorney related to the
execution thereof (or a lost note affidavit and indemnity with
a
copy of such Mortgage Note attached thereto), together with any
and
all intervening endorsements thereon, endorsed on its face or
by
allonge attached thereto (without recourse, representation or
warranty, express or implied) to the order of Wells Fargo Bank,
N.A., as trustee for the registered holders of Merrill Lynch
Mortgage Trust 2005-LC1, Commercial Mortgage Pass-Through
Certificates, Series 2005-LC1, or in blank;
(ii) an executed copy of the Glendale Galleria Intercreditor
Agreement; and
(iii) an executed copy of the MLMT Series 2005-CKI1 Pooling
and Servicing Agreement;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or the Custodian for documents
described in clause
(a)(vi) of this definition, shall be deemed to include only such
documents to
the extent the Trustee or Custodian has actual knowledge of their
existence.
"Mortgage Loan": Any Trust Mortgage Loan or any Non-Trust Loan.
As
used herein, the term "Mortgage Loan" includes the related Mortgage
Note,
Mortgage and other security documents contained in the related
Mortgage File or
otherwise held on behalf of the Trust and/or any Non-Trust
Noteholder, as
applicable.
"Mortgage Loan
Purchase Agreement": Any of the Countrywide
Mortgage Loan
Purchase Agreement, the LaSalle Mortgage Loan Purchase
Agreement and the Merrill Mortgage Loan Purchase Agreement.
"Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of REMIC I,
respectively,
attached hereto as Exhibit B and in a computer readable format.
Such list shall
set forth the following information with respect to each Trust
Mortgage Loan:
(i) the loan
identification number (as specified in Annex
A-1 to the Prospectus);
(ii)
the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
(iii) the
Cut-off Date Balance;
(iv)
the amount of the Periodic Payment due on the first
Due Date following the Closing Date;
(v) the Net
Mortgage Rate as of the Cut-off Date and the
original Mortgage Rate;
(vi)
the (A) original term to stated maturity, (B)
remaining term to stated maturity and (C) Stated
Maturity Date;
(vii) the original and remaining
amortization term;
(viii) whether
the Trust Mortgage Loan is secured by a
Ground Lease;
(ix)
the Master Servicing Fee Rate;
(x) whether
such Trust Mortgage Loan is an ARD Loan and
if so the Anticipated Repayment Date and Additional
Interest Rate for such ARD Loan;
(xi)
the related Mortgage Loan Seller and, if different,
the related originator;
(xii)
whether such Trust Mortgage Loan is insured by an
environmental policy;
(xiii) whether
such Trust Mortgage Loan is cross-defaulted
or cross-collateralized with any other Trust Mortgage
Loan;
(xiv)
whether such Trust Mortgage Loan is a Defeasance
Loan;
(xv)
whether the Trust Mortgage Loan is secured by a
letter of credit;
(xvi)
whether payments on such Trust Mortgage Loan are made
to a lock-box;
(xvii) the
amount of any Reserve Funds escrowed in respect
of each Trust Mortgage Loan;
(xviii) the number of
days of any grace period permitted in
respect of any Periodic Payment due under such Trust
Mortgage Loan;
(xix) the
property type of the related Mortgaged Property
as reported in the rent roll;
(xx)
the original principal balance of such Trust Mortgage
Loan;
(xxi) the
interest accrual basis of such Trust Mortgage
Loan;
(xxii) the
primary servicing fee rate, if any, for such
Trust Mortgage Loan;
(xxiii) the applicable
Loan Group to which the Trust Mortgage
Loan belongs; and
(xxiv) whether
such Trust Mortgage Loan has an operations
and
maintenance plan in place.
"Mortgage Loan Seller": MLMLI, LaSalle Bank or Countrywide.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool": Collectively, all of the Trust Mortgage Loans
and
any successor Trust REO Loans. The Non-Trust Loans shall not
constitute part of
the Mortgage Pool.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or
prior
to its Stated Maturity Date, the fixed annualized rate, not
including any
Additional Interest Rate, at which interest is scheduled (in the
absence of a
default) to accrue on such Mortgage Loan from time to time in
accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage
Loan after its
Stated Maturity Date, the annualized rate described in clause (i)
above
determined without regard to the passage of such Stated Maturity
Date, but
giving effect to any modification thereof as contemplated by
Section 3.20 or, in
the case of the Glendale Galleria Trust Mortgage Loan, any
modification thereof
pursuant to the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement; and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii),
as
applicable, above determined as if the predecessor Mortgage Loan
had remained
outstanding.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has not signed the related
Mortgage Note but
owns an interest in the related Mortgaged Property, which interest
has been
encumbered to secure such Mortgage Loan, and any Person that has
acquired the
related Mortgaged Property and assumed the obligations of the
original obligor
under the Mortgage Note, but excluding guarantors that do not own
the related
Mortgaged Property.
"Net
Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Trust Mortgage Loans during the
related Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the
Collection Account for such Distribution Date pursuant to Section
3.19(a) in
connection with such Prepayment Interest Shortfalls on the Trust
Mortgage Loans.
"Net Investment Earnings": With respect to each of the
Collection
Account, the Interest Reserve Account, any Servicing Account, any
Reserve
Account, any REO Account, the Distribution Account, any Loan
Combination
Custodial Account, the Additional Interest Account, the Floating
Rate Account
and the Gain-on-Sale Reserve Account, for any Investment Period,
the amount, if
any, by which the aggregate of all interest and other income
realized during
such Investment Period on funds held in such account, exceeds the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of such funds in accordance with Section 3.06 (other
than losses
of what would have otherwise constituted interest or other income
earned on such
funds).
"Net Investment Loss": With respect to each of the Collection
Account, any Servicing Account, any Reserve Account, any REO
Account, the
Distribution Account, any Loan Combination Custodial Account, the
Interest
Reserve Account, the Additional Interest Account, the Floating Rate
Account and
the Gain-on-Sale Reserve Account, for any Investment Period, the
amount by which
the aggregate of all losses, if any, incurred during such
Investment Period in
connection with the investment of funds held in such account in
accordance with
Section 3.06 (other than losses of what would have otherwise
constituted
interest or other income earned on such funds), exceeds the
aggregate of all
interest and other income realized during such Investment Period on
such funds.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor
Trust
REO Loan
with respect thereto) that accrues (or is deemed to accrue)
interest on a
30/360 Basis, for any Distribution Date, an annual rate
equal to
the Net Mortgage Rate for such Trust Mortgage Loan as of the
Closing
Date (without regard to any modification, waiver or amendment
of
the terms
of such Trust Mortgage Loan subsequent to the Closing Date);
and
(B) With respect to any Trust Mortgage Loan (or any successor
Trust
REO Loan
with respect thereto) that accrues interest on an Actual/360
Basis, for
any Distribution Date, an annual rate equal to twelve times a
fraction,
expressed as a percentage:
(1) the
numerator of which fraction is, subject to
adjustment as described below in this definition, an
amount of interest equal to the product of (a) the
number of days in the Interest Accrual Period for such
Distribution Date, multiplied by (b) the Stated
Principal Balance of such Trust Mortgage Loan (or such
Trust REO Loan) immediately preceding such Distribution
Date, multiplied by (c) 1/360, multiplied by (d) the Net
Mortgage Rate for such Trust Mortgage Loan as of the
Closing Date (without regard to any modification, waiver
or amendment of the terms of such Trust Mortgage Loan
subsequent to the Closing Date); and
(2) the
denominator of which fraction is the Stated
Principal Balance of such Trust Mortgage Loan (or such
Trust REO Loan) immediately preceding that Distribution
Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2005, then the amount of interest referred to in the
fractional
numerator described in clause (B)(1) above will be decreased to
reflect any
Interest Reserve Amounts with respect to the subject Trust Mortgage
Loan (or
Trust REO Loan) transferred from the Distribution Account to the
Interest
Reserve Account in such calendar month. Furthermore, if the subject
Distribution
Date occurs during March of any year subsequent to 2005, then the
amount of
interest referred to in the fractional numerator described in
clause (B)(1)
above will be increased to reflect any Interest Reserve Amounts
with respect to
the subject Trust Mortgage Loan (or Trust REO Loan) transferred
from the
Interest Reserve Account to the Distribution Account for
distribution on such
Distribution Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or
any
Trust REO Loan, as of any date of determination, a rate per annum
equal to the
related Mortgage Rate minus the sum of the Trustee Fee Rate, the
applicable
Master Servicing Fee Rate and, in the case of the Glendale Galleria
Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto,
the MLMT
Series 2005-CKI1 Servicing Fee Rate; and with respect to any
Non-Trust Loan or
any successor REO Loan with respect thereto, the related Mortgage
Rate minus the
applicable Master Servicing Fee Rate.
"Net Operating Income" or "NOI": With respect to any Mortgaged
Property, for any twelve-month period, the total operating revenues
derived from
such Mortgaged Property during such period, minus the total
operating expenses
incurred in respect of such Mortgaged Property during such period,
other than
(i) non-cash items such as depreciation, (ii) amortization, (iii)
actual capital
expenditures and (iv) debt service on the related Mortgage
Loan.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer, including any lease renewed, modified or
extended on
behalf of the Trustee for the benefit of the Certificateholders
and, in the case
of a Loan Combination, the related Non-Trust Noteholder(s).
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance
(including
any Workout-Delayed Reimbursement Amount that subsequently becomes
a
Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance
(including any
Workout-Delayed Reimbursement Amount that subsequently becomes a
Nonrecoverable
Servicing Advance).
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made, including any previously made P&I Advance
that constitutes
a Workout-Delayed Reimbursement Amount, in respect of any Trust
Mortgage Loan or
Trust REO Loan by the Master Servicer or the Trustee, as the case
may be, that,
as determined by the Master Servicer, the Special Servicer or the
Trustee, as
applicable, in accordance with the Servicing Standard (in the case
of the Master
Servicer and the Special Servicer) or its good faith judgment (in
the case of
the Trustee) with respect to such P&I Advance (together with
any accrued and
unpaid interest thereon), will not be ultimately recoverable from
Late
Collections, REO Revenues, Insurance Proceeds or Liquidation
Proceeds, or any
other recovery on or with respect to such Trust Mortgage Loan or
Trust REO Loan
(or, in the case of a Trust Mortgage Loan that is a part of a Loan
Combination,
on or with respect to the related Loan Combination); provided,
however, the
Special Servicer may, at its option, make a determination (which
shall be
binding upon the Master Servicer and the Trustee) in accordance
with the
Servicing Standard, that any P&I Advance previously made or
proposed to be made,
or any Workout-Delayed Reimbursement Amount previously made, by the
Master
Servicer or the Trustee is a Nonrecoverable P&I Advance and
shall deliver notice
of such determination to the Master Servicer, the Trustee and the
Certificate
Administrator; provided that the Special Servicer shall have no
right to
determine that any such Advance determined by the Master Servicer
or Trustee to
be a Nonrecoverable Advance is recoverable. In making a
recoverability
determination, the applicable Person will be entitled to consider
(among other
things) the obligations of the Mortgagor under the terms of the
related Mortgage
Loan as it may have been modified, to consider (among other things)
the related
Mortgaged Properties in their "as is" or then current conditions
and
occupancies, as modified by such Person's assumptions (consistent
with the
Servicing Standard) regarding the possibility and effects of future
adverse
change with respect to such Mortgaged Properties, to estimate and
consider
(among other things) future expenses, to estimate and consider
(consistent with
the Servicing Standard) (among other things) the timing of
recoveries, and to
consider the existence and amount of any outstanding Nonrecoverable
Advances the
reimbursement of which is being deferred pursuant to Section
4.03(f), any
outstanding Workout Delayed Reimbursement Amounts and any
Unliquidated Advances.
In addition, any such Person may update or change its
recoverability
determinations at any time (but not reverse another party's
determination that a
P&I Advance is a Nonrecoverable Advance) and, consistent with
the Servicing
Standard, may obtain from the Special Servicer any reasonably
required analysis,
Appraisals or market value estimates or other information in the
Special
Servicer's possession for such purposes. Absent bad faith, the
Master
Servicer's, the Special Servicer's or the Trustee's determination
as to the
recoverability of any P&I Advance shall be conclusive and
binding on the
Certificateholders. The Trustee shall be entitled to conclusively
rely on any
determination made by the Master Servicer that an Advance is a
Nonrecoverable
Advance, and the Master Servicer and the Trustee shall conclusively
rely on any
determination made by the Special Servicer that an Advance is a
Nonrecoverable
Advance and shall be required to act in accordance with such
determination upon
receipt of written notice thereof.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made, including any previously made
Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount, in respect
of a
Serviced Mortgage Loan or Serviced REO Loan by the Master Servicer,
the Special
Servicer or the Trustee, as the case may be, that, as determined by
the Master
Servicer, the Special Servicer or the Trustee, as applicable, in
accordance with
the Servicing Standard (in the case of the Master Servicer and the
Special
Servicer) or its good faith judgment (in the case of the Trustee)
with respect
to such Servicing Advance (together with any accrued and unpaid
interest
thereon), will not be ultimately recoverable from Late Collections,
REO
Revenues, Insurance Proceeds, Liquidation Proceeds, or any other
recovery on or
in respect of such Mortgage Loan or the related REO Property;
provided, however,
the Special Servicer may, at its option, make a determination
(which shall be
binding upon the Master Servicer and the Trustee) in accordance
with the
Servicing Standard, that any Servicing Advance previously made or
proposed to be
made, or any Workout-Delayed Reimbursement Amount previously made,
by the Master
Servicer or the Trustee is a Nonrecoverable Servicing Advance and
shall deliver
notice of such determination to the Master Servicer, the
Certificate
Administrator and the Trustee; provided, further, that the Special
Servicer
shall have no right to determine that any such Advance determined
by the Master
Servicer or Trustee to be a Nonrecoverable Advance is recoverable.
In making
such recoverability determination, such Person will be entitled to
consider
(among other things) only the obligations of the Mortgagor under
the terms of
the related Mortgage Loan as it may have been modified, to consider
(among other
things) the related Mortgaged Properties in their "as is" or then
current
conditions and occupancies, as modified by such party's assumptions
(consistent
with the Servicing Standard) regarding the possibility and effects
of future
adverse change with respect to such Mortgaged Properties, to
estimate and
consider (among other things) future expenses and to estimate and
consider
(consistent with the Servicing Standard) (among other things) the
timing of
recoveries, and to consider the existence and amount of any
outstanding
Nonrecoverable Advances the reimbursement of which is being
deferred pursuant to
Section 4.03(f), any outstanding Workout Delayed Reimbursement
Amounts and any
Unliquidated Advances. In addition, any such Person may update or
change its
recoverability determinations at any time (but not reverse another
party's
determination that a P&I Advance is a Nonrecoverable Advance)
and, consistent
with the Servicing Standard, may obtain from the Special Servicer
any reasonably
required analysis, Appraisals or market value estimates or other
information in
the Special Servicer's possession for such purposes. Absent bad
faith, the
Master Servicer's, the Special Servicer's or the Trustee's
determination as to
the recoverability of any Servicing Advance shall be conclusive and
binding on
the Certificateholders. The Trustee shall be entitled to
conclusively rely on
any determination made by the Master Servicer that an Advance is
a
Nonrecoverable Advance, and the Master Servicer and the Trustee
shall
conclusively rely on any determination made by the Special Servicer
that an
Advance is a Nonrecoverable Advance and shall be required to act in
accordance
with such determination upon receipt of written notice thereof.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X, Class E, Class F, Class G, Class H,
Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class Z, Class R-I
or Class R-II
Certificate.
"Non-Trust Loan" Any B-Note Non-Trust Loan, a Glendale Galleria
Subordinate Non-Trust Loan or the Glendale Galleria Pari Passu
Non-Trust Loan,
as the case may be.
"Non-Trust Noteholder": The holder of a Non-Trust Loan.
"Non-United States Tax
Person": Any Person other than a United
States Tax Person.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer, as the case may be,
or by a
Responsible Officer of the Trustee or the Certificate
Administrator, as the case
may be.
"Opinion of Counsel": A written opinion of counsel (which
counsel
may be a salaried counsel for the Depositor, the Master Servicer or
the Special
Servicer) acceptable to and delivered to the Trustee and the
Certificate
Administrator or the Master Servicer, as the case may be, except
that any
opinion of counsel relating to (a) the qualification of REMIC I or
REMIC II as a
REMIC; (b) the qualification of either of Grantor Trust Z or
Grantor Trust A-3FL
or Grantor Trust A-4FC as a grantor trust; (c) compliance with
REMIC Provisions;
or (d) the resignation of the Master Servicer or Special Servicer
pursuant to
Section 6.04 must be an opinion of counsel who is in fact
Independent of the
Master Servicer, the Special Servicer or the Depositor, as
applicable.
"Option Holder": As defined in Section 3.18(c).
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class
of
Sequential Pay Certificates, the Class A-3FL REMIC II Regular
Interest or the
Class A-4FC REMIC II Regular Interest, the initial Class Principal
Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement. The Class A-3FL Certificates and the Class A-3FL REMIC
II Regular
Interest will have the same Original Class Principal Balance, and
the Class
A-4FC Certificates and the Class A-4FC REMIC II Regular Interest
will have the
same Original Class Principal Balance.
"Original Notional Amount": The Original Class X Notional
Amount.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"Pass-Through Rate": With respect to:
(i) the Class
A-1 Certificates for any Distribution Date,
5.0170% per annum;
(ii)
the Class A-2 Certificates for any Distribution Date,
a per annum rate equal to the lesser of (a) 5.2020%
and (b) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date;
(iii) the
Class A-3 Certificates for any Distribution Date,
a per annum rate equal to the lesser of (a) 5.2890%
and (b) the Weighted Average Net Mortgage
Pass-Through Rate for
such Distribution Date;
(iv)
the Class A-3FL REMIC II Regular Interest, a per
annum rate equal to the lesser of (a) 5.2890% and (b)
the Weighted Average Net Mortgage Pass-Through Rate
for such Distribution Date;
(v) with
respect to the Class A-3FL Certificates, (A) for
any Distribution Date with respect to which a Class
A-3FL Distribution Conversion does not exist, the per
annum rate, expressed as a percentage, equal to the
applicable value of LIBOR specified in or calculated
in accordance with Section 1.03, plus 0.23000% per
annum, and (B) for any Distribution Date with respect
to which a Class A-3FL Distribution Conversion does
exist, the Pass-Through Rate for the Class A-3FL
REMIC II Regular Interest for that Distribution Date;
(vi)
the Class A-1A Certificates for any Distribution
Date, a per annum rate equal to the lesser of (a)
5.2830% and (b) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date;
(vii) the
Class A-SB Certificates for any Distribution
Date, a per annum rate equal to the lesser of (a)
5.2820% and (b) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date;
(viii) the Class
A-4 Certificates for any Distribution Date,
a per annum rate equal to the lesser of (a) 5.2910%
and (b) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date;
(ix)
the Class A-4FC REMIC II Regular Interest, a per
annum rate equal to the lesser of (a) 5.2910% and (b)
the Weighted Average Net Mortgage Pass-Through Rate
for
such Distribution Date;
(x) with
respect to the Class A-4FC Certificates, (A) for
any Distribution Date with respect to which a Class
A-4FC Distribution Conversion does not exist, the per
annum rate, expressed as a percentage, equal to the
applicable value of the CPI Index Rate specified in
or calculated in accordance with Section 1.04, plus
2.1400% per annum, and (B) for any Distribution Date
with respect to which a Class A-4FC Distribution
Conversion does exist, the Pass-Through Rate for the
Class A-4FC REMIC II Regular Interest for that
Distribution Date;
(xi)
the Class AM Certificates for any Distribution Date,
a per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date
minus 0.113%;
(xii) the
Class AJ Certificates for any Distribution Date,
a per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date
minus 0.054%;
(xiii) the Class
B Certificates for any Distribution Date, a
per
annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xiv) the
Class C Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xv)
the Class D Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xvi) the
Class E Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xvii) the Class
F Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xviii) the Class G
Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xix) the
Class H Certificates for any Distribution Date, a
per annum rate equal to the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution
Date;
(xx)
the Class J Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxii) the Class
K Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxiii) the Class L
Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxiv) the Class
M Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxv) the
Class N Certificates for any Distribution Date, a
per annum
rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxvi) the Class
P Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date;
(xxvii)
the Class Q
Certificates for any Distribution Date, a
per annum rate equal to the lesser of (a) 4.9270% and
(b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date; and
(xxviii) the Class X Certificates, for any Distribution Date,
a rate equal to the weighted average of the Class X
Strip Rates for the Class X Components for such
Distribution Date (weighted on the basis of the
respective Component Notional Amounts of such Class X
Components outstanding immediately prior to such
Distribution Date).
"P&I Advance": As to any Trust Mortgage Loan or Trust REO Loan,
any
advance made by the Master Servicer or the Trustee pursuant to
Section 4.03.
"P&I Advance Date": The Business Day immediately preceding
each
Distribution Date.
"Penalty Interest": With respect to any Mortgage Loan (or any
successor REO Loan with respect thereto), any amounts collected
thereon, other
than late payment charges, Additional Interest, Prepayment Premiums
or Yield
Maintenance Charges, that represent penalty interest (arising out
of a default)
in excess of interest on such Mortgage Loan (or such successor REO
Loan) accrued
at the related Mortgage Rate.
"Percentage Interest": With respect to any Regular Certificate,
Class A-3FL Certificates or Class A-4FC Certificate, the portion of
the relevant
Class evidenced by such Certificate, expressed as a percentage, the
numerator of
which is the Certificate Principal Balance or Certificate Notional
Amount, as
the case may be, of such Certificate as of the Closing Date, as
specified on the
face thereof, and the denominator of which is the Original Class
Principal
Balance or Original Notional Amount, as the case may be, of the
relevant Class.
With respect to a Residual Certificate or Class Z Certificate, the
percentage
interest in distributions to be made with respect to the relevant
Class, as
stated on the face of such Certificate.
"Performance Certification": As defined in Section 8.17(b).
"Performing Party": As defined in Section 8.17(b).
"Periodic Payment": With respect to any Mortgage Loan as of any
Due
Date, the scheduled payment of principal and/or interest on such
Mortgage Loan
(exclusive of Additional Interest), including any Balloon Payment,
that is
actually payable by the related Mortgagor from time to time under
the terms of
the related Mortgage Note (as such terms may be changed or modified
in
connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or by reason of a modification, waiver or amendment
granted or agreed
to by the Special Servicer pursuant to Section 3.20) or, in the
case of the
Glendale Galleria Trust Mortgage Loan, by the MLMT Series 2005-CKI1
Applicable
Servicer pursuant to the MLMT Series 2005-CKI1 Pooling and
Servicing Agreement.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee,
the Certificate Administrator or one of their respective Affiliates
if otherwise
qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States or any
agency or
instrumentality thereof (having original maturities of not more
than 365
days), provided such obligations are backed by the full faith
and
credit of
the United States. Such obligations must be limited to those
instruments that have a predetermined fixed dollar amount of
principal due
at
maturity that cannot vary or change. Interest may either be fixed
or
variable.
If such interest is variable, interest must be tied to a single
interest
rate index plus a single fixed spread (if any), and move
proportionately
with that index. In addition, such obligations may not
have a
rating from S&P with an "r" highlighter;
(ii) repurchase agreements or obligations with respect to any
security
described in clause (i) above (having original maturities of
not
more than
365 days), provided that the short-term deposit or debt
obligations, of the party agreeing to repurchase such obligations
are
rated in
the highest rating categories of each of S&P and Moody's or
such
lower
rating as will not result in an Adverse Rating Event, as
evidenced
in writing
by the Rating Agencies. In addition, it may not have a rating
from
S&P with an "r" highlighter and its terms must have a
predetermined
fixed
dollar amount of principal due at maturity that cannot vary or
change.
Interest may either be fixed or variable. If such interest is
variable,
interest must be tied to a single interest rate index plus a
single
fixed spread (if any), and move proportionately with that
index;
(iii) federal funds, unsecured uncertified certificates of
deposit,
time
deposits, demand deposits and bankers' acceptances of any bank
or
trust
company organized under the laws of the United States or any
state
thereof
(having original maturities of not more than 365 days), the
short
term
obligations of which are rated in the highest rating categories
of
each of
S&P and Moody's or such lower rating as will not result in
an
Adverse
Rating Event, as evidenced in writing by the Rating Agencies.
In
addition,
it may not have a rating from S&P with an "r" highlighter
and
its terms
should have a predetermined fixed dollar amount of principal
due
at
maturity that cannot vary or change. Interest may either be fixed
or
variable.
If such interest is variable, interest must be tied to a single
interest
rate index plus a single fixed spread (if any), and move
proportionately with that index;
(iv) commercial paper (including both non-interest bearing
discount
obligations and interest-bearing obligations and having
original
maturities
of not more than 365 days) of any corporation or other entity
organized
under the laws of the United States or any state thereof which
is rated
in the highest rating category of each of S&P and Moody's or
such
lower
rating as will not result in an Adverse Rating Event, as
evidenced
in writing
by the Rating Agencies. The commercial paper by its terms must
have a
predetermined fixed dollar amount of principal due at maturity
that
cannot
vary or change. In addition, it may not have a rating from S&P
with
an "r"
highlighter. Interest may either be fixed or variable. If such
interest
is variable, interest must be tied to a single interest rate
index plus
a single fixed spread (if any), and move proportionately with
that
index;
(v) money market funds which are rated in the highest
applicable
rating
category of each of S&P and Moody's (or such lower rating as
will
not result
in an Adverse Rating Event, as evidenced in writing by the
Rating
Agencies). In addition, it may not have a rating from S&P with
an
"r"
highlighter and its terms must have a predetermined fixed
dollar
amount of
principal due at maturity that cannot vary or change; and
(vi) any other obligation or security acceptable to each Rating
Agency,
evidence of which acceptability shall be provided in writing by
each
Rating Agency to the Master Servicer, the Special Servicer, the
Trustee
and the Certificate Administrator;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; and (2) no investment described hereunder
may be
purchased at a price greater than par if such investment may be
prepaid or
called at a price less than its purchase price prior to stated
maturity.
"Permitted Transferee": Any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer
of any
Residual Certificate may cause either REMIC I or REMIC II to fail
to qualify as
a REMIC, (iii) a Disqualified Non-United States Tax Person, (iv) a
Disqualified
Partnership or (v) a foreign permanent establishment or fixed base
(within the
meaning of any applicable income tax treaty between the United
States and any
foreign jurisdiction) of a United States Tax Person.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, limited liability company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Certificateholder": As to any taxable year
of
REMIC I or REMIC II, the Holder of Certificates holding the largest
Percentage
Interest of the related Class of Residual Certificates.
"Plurality Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling
Class (or,
if the Controlling Class consists of Book-Entry Certificates, any
single
Certificate Owner) (other than any Holder (or Certificate Owner, as
the case may
be) which is an Affiliate of the Depositor or a Mortgage Loan
Seller) with the
largest percentage of Voting Rights allocated to such Class. With
respect to
determining the Plurality Subordinate Certificateholder, the Class
A Senior
Certificates collectively shall be deemed to be a single Class of
Certificates,
with such Voting Rights allocated among the Holders of Certificates
(or
Certificate Owners) of such Classes of Class A Senior Certificates
in proportion
to the respective Certificate Principal Balances of such
Certificates as of such
date of determination.
"Pool REO Account": A segregated account or accounts created
and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled "LNR
Partners, Inc., as Special Servicer, for Wells Fargo Bank, N.A., as
Trustee in
trust for the registered holders of Merrill Lynch Mortgage Trust
2005-LC1,
Commercial Mortgage Pass-Through Certificates, Series
2005-LC1."
"Preliminary Prospectus Supplement": The preliminary prospectus
supplement dated December 6, 2005 of the Depositor relating to the
registration
of the Registered Certificates under the Securities Act.
"Prepayment Assumption": For purposes of determining the accrual
of
original issue discount, market discount and premium, if any, on
the
Certificates for federal income tax purposes, (i) each Trust ARD
Loan is repaid
on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will
otherwise be
paid prior to maturity and (iii) there will be no extension of
maturity for any
Trust Mortgage Loan.
"Prepayment Interest Excess": With respect to (a) any Serviced
Trust
Mortgage Loan that was subject to a voluntary Principal Prepayment
in full or in
part during any Collection Period, which Principal Prepayment was
applied to
such Mortgage Loan following such Mortgage Loan's Due Date in such
Collection
Period, the amount of interest (net of the related Master Servicing
Fee and, if
applicable, any Additional Interest and Penalty Interest) accrued
on the amount
of such Principal Prepayment during the period from and after such
Due Date and
to but not including the date such Principal Prepayment was applied
to such
Mortgage Loan, to the extent collected (without regard to any
related Prepayment
Premium or Yield Maintenance Charge actually collected); and (b)
the Glendale
Galleria Trust Mortgage Loan, if it was subject to a voluntary
Principal
Prepayment in full or in part during any Collection Period, which
Principal
Prepayment was applied to such Mortgage Loan following such
Mortgage Loan's Due
Date in such Collection Period, the amount of interest (net of the
related
Master Servicing Fee, the MLMT Series 2005-CKI1 Servicing Fee and,
if
applicable, any Additional Interest and Penalty Interest) accrued
on the amount
of such Principal Prepayment during the period from and after such
Due Date to
but not including the date such Principal Prepayment was applied to
such
Mortgage Loan, to the extent collected by, and to the extent
received from, the
MLMT Series 2005-CKI1 Master Servicer (without regard to any
related Prepayment
Premium or Yield Maintenance Charge actually collected).
"Prepayment Interest Shortfall": With respect to (a) any
Serviced
Trust Mortgage Loan that was subject to a voluntary Principal
Prepayment in full
or in part during any Collection Period, which Principal Prepayment
was applied
to such Mortgage Loan prior to such Mortgage Loan's Due Date in
such Collection
Period, the amount of interest, to the extent not collected from
the related
Mortgagor (without regard to any Prepayment Premium or Yield
Maintenance Charge
actually collected), that would have accrued (at a rate per annum
equal to the
sum of (x) the related Net Mortgage Rate for such Mortgage Loan and
(y) the
Trustee Fee Rate) on the amount of such Principal Prepayment during
the period
commencing on the date as of which such Principal Prepayment was
applied to such
Mortgage Loan and ending on the day immediately preceding such Due
Date,
inclusive (net of any portion of that interest that would have
constituted
Penalty Interest and/or Additional Interest, if applicable); and
(b) the
Glendale Galleria Trust Mortgage Loan, if it was subject to a
voluntary
Principal Prepayment in full or in part during any Collection
Period, which
Principal Prepayment was applied to such Mortgage Loan prior to
such Mortgage
Loan's Due Date in such Collection Period, the amount of interest,
to the extent
not collected from the related Mortgagor by, and received from, the
MLMT Series
2005-CKI1 Master Servicer (without regard to any Prepayment Premium
or Yield
Maintenance Charge actually collected), that would have accrued (at
a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for
such Mortgage
Loan and (y) the Trustee Fee Rate), on the amount of such Principal
Prepayment
during the period commencing on the date as of which such Principal
Prepayment
was applied to such Mortgage Loan and ending on the day immediately
preceding
such Due Date, inclusive (net of any portion of that interest that
would have
constituted Penalty Interest and/or Additional Interest, if
applicable).
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires,
by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": The Mortgaged Property directly securing
a
Crossed Loan and excluding any property as to which the related
lien may only be
foreclosed upon by exercise of cross-collateralization
provisions.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change
from time to
time. If The Wall Street Journal ceases to publish the "prime
rate," then the
Master Servicer shall select an equivalent publication that
publishes such
"prime rate"; and if such "prime rate" is no longer generally
published or is
limited, regulated or administered by a governmental or
quasi-governmental body,
then the Master Servicer shall select a comparable interest rate
index. In
either case, such selection shall be made by the Master Servicer in
its sole
discretion and the Master Servicer shall notify the Certificate
Administrator
and the Special Servicer in writing of its selection.
"Principal Distribution Amount": With respect to any
Distribution
Date, the aggregate of the following (without duplication):
(a) the aggregate of the principal portions of all Periodic
Payments
(other
than Balloon Payments) and any Assumed Periodic Payments due or
deemed due
in respect of the Trust Mortgage Loans for their respective Due
Dates
occurring during the related Collection Period, to the extent
paid
by the
related Mortgagor during or prior to, or otherwise received
during,
the
related Collection Period or advanced with respect to such
Distribution Date;
(b) the aggregate of all Principal Prepayments received on the
Trust
Mortgage
Loans during the related Collection Period;
(c) with respect to any Trust Mortgage Loan as to which the
related
Stated
Maturity Date occurred during or prior to the related
Collection
Period,
any payment of principal (other than a Principal Prepayment)
made
by or on
behalf of the related Mortgagor during the related Collection
Period
(including any Balloon Payment), net of any portion of such
payment
that
represents a recovery of the principal portion of any Periodic
Payment
(other than a Balloon Payment) due, or the principal portion of
any
Assumed Periodic Payment deemed due, in respect of such Trust
Mortgage
Loan on a
Due Date during or prior to the related Collection Period and
included
as part of the Principal Distribution Amount for such
Distribution Date or any prior Distribution Date pursuant to clause
(a)
above;
(d) the aggregate of all Liquidation Proceeds, Insurance
Proceeds
and, to
the extent not otherwise included in clause (a), (b) or (c)
above,
payments
and revenues that were received on the Trust Mortgage Loans
during the
related Collection Period and that were identified and applied
by the
Master Servicer and/or Special Servicer (or, in the case of the
Glendale
Galleria Trust Mortgage Loan, if applicable, by the MLMT Series
2005-CKI1
Applicable Servicer) as recoveries of principal of the Trust
Mortgage
Loans, in each case net of any portion of such amounts that
represents
a recovery of the principal portion of any Periodic Payment
(other
than a Balloon Payment) due, or of the principal portion of any
Assumed
Periodic Payment deemed due, in respect of the related Trust
Mortgage
Loan on a Due Date during or prior to the related Collection
Period and
included as part of the Principal Distribution Amount for such
Distribution Date or any prior Distribution Date pursuant to clause
(a)
above;
(e) with respect to any REO Properties, the aggregate of the
principal
portions of all Assumed Periodic Payments deemed due in respect
of the
related Trust REO Loans for their respective Due Dates
occurring
during the
related Collection Period to the extent received (in the form
of REO
Revenues or otherwise) during the related Collection Period or
advanced with
respect to such Distribution Date;
(f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that
were
received
during the related Collection Period on such REO Properties and
that were
identified and applied by the Master Servicer and/or Special
Servicer
(or, in the case of any Glendale Galleria REO Property, if
applicable, by the MLMT Series 2005-CKI1 Applicable Servicer)
as
recoveries
of principal of the related Trust REO Loans, in each case net
of any
portion of such amounts that represents a recovery of the
principal
portion of
any Periodic Payment (other than a Balloon Payment) due, or of
the
principal portion of any Assumed Periodic Payment deemed due,
in
respect of
the related Trust REO Loan or the predecessor Trust Mortgage
Loan on a
Due Date during or prior to the related Collection Period and
included
as part of the Principal Distribution Amount for such
Distribution Date or any prior Distribution Date pursuant to clause
(a) or
(e) above;
and
(g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal
Distribution
Amount for
the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Sequential Pay
Certificates
(exclusive
of the Class A-3FL and the Class A-4FC Certificates), the Class
A-3FL
REMIC II Regular Interest and the Class A-4FC REMIC II Regular
Interest
on such immediately preceding Distribution Date pursuant to
Section
4.01;
provided that if any Nonrecoverable Advance or Workout-Delayed
Reimbursement
Amount is reimbursed, or interest on any Nonrecoverable Advance is
paid, from
collections on the Mortgage Pool received during the related
Collection Period
that are allocable as principal, as provided in Section 1.02(a),
then the
Principal Distribution Amount for the subject Distribution Date for
any Loan
Group shall be reduced (to not less than zero) for such Loan Group
as and to the
extent provided in Section 1.02(b); and provided, further, that if
any Recovered
Amounts are received during the related Collection Period, then the
Principal
Distribution Amount for the subject Distribution Date for either
Loan Group
shall be increased for such Loan Group as and to the extent
provided in Section
1.02(c).
Any
allocation of the Principal Distribution Amount between Loan Group
1
and Loan Group 2 for purposes of calculating the Loan Group 1
Principal
Distribution Amount and the Loan Group 2 Principal Distribution
Amount shall
take into account Section 1.02.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due
Date; and provided that it shall not include a payment of principal
that is
accompanied by an amount of interest representing scheduled
interest due on any
date or dates in any month or months subsequent to the month of
prepayment.
"Principal Recovery Fee": With respect to each Specially
Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer
out of
certain related recoveries pursuant to the third paragraph of
Section 3.11(c).
"Principal Recovery Fee Rate": With respect to all amounts set
forth
in the third paragraph of Section 3.11(c), 1.0%.
"Privileged Person": Any Certificateholder, any Certificate
Owner,
any prospective transferee of a Certificate or interest therein,
any Rating
Agency, any Mortgage Loan Seller, any Non-Trust Noteholder, any
Underwriter or
any party hereto; provided that no Certificate Owner or prospective
transferee
of a Certificate or an interest therein shall be considered a
"Privileged
Person" or be entitled to a password or restricted access as
contemplated by
Section 3.15 unless such Person has delivered to the Trustee, the
Certificate
Administrator or the Master Servicer, as applicable, a
certification in the form
of Exhibit I-1 or Exhibit I-2 (or such other form as may be
reasonably
acceptable to the Trustee, the Certificate Administrator or the
Master Servicer,
as applicable), as applicable.
"Proposed Plan": As
defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated July 12, 2005, as supplemented
by
the Prospectus Supplement, relating to the Registered
Certificates.
"Prospectus Supplement": The final prospectus supplement dated
December 16, 2005 of the Depositor relating to the registration of
the
Registered Certificates under the Securities Act.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Trust Mortgage Loan (or
Trust
REO Loan), a cash price equal to the outstanding principal balance
of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase,
together with (a)
all accrued and unpaid interest on such Trust Mortgage Loan (or
Trust REO Loan)
at the related Mortgage Rate (other than Additional Interest) to
but not
including the Due Date in the Collection Period of purchase, (b)
any accrued
interest on P&I Advances (other than Unliquidated Advances in
respect of prior
P&I Advances) made with respect to such Trust Mortgage Loan (or
Trust REO Loan),
(c) all related and unreimbursed (from collections on such Trust
Mortgage Loan
and, if such Trust Mortgage Loan is part of a Loan Combination, any
related
Non-Trust Loan (or Trust REO Loan and, if such Trust REO Loan is a
successor to
a Trust Mortgage Loan that is part of a Loan Combination, any
related REO Loan
that is a successor to a related Non-Trust Loan)) Servicing
Advances (together
with Unliquidated Advances) plus any accrued and unpaid interest
thereon (other
than on Unliquidated Advances), (d) any reasonable costs and
expenses,
including, but not limited to, the cost of any enforcement action
(including
reasonable legal fees), incurred by the Master Servicer, the
Special Servicer or
the Trust Fund in connection with any such purchase by a Mortgage
Loan Seller
(to the extent not included in clause (c) above) and Principal
Recovery Fees
payable (to the extent payable pursuant to Section 3.11(c)) with
respect to such
Trust Mortgage Loan (or Trust REO Loan), and (e) any other
Additional Trust Fund
Expenses in respect of such Trust Mortgage Loan (or Trust REO Loan)
(including
any Additional Trust Fund Expenses (which includes Special
Servicing Fees and
Workout Fees) previously reimbursed or paid by the Trust Fund but
not so
reimbursed by the related Mortgagor or from related Insurance
Proceeds or
Liquidation Proceeds); provided that the Purchase Price shall not
be reduced by
any outstanding P&I Advance.
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities
Act.
"Qualified Insurer": An insurance company or security or
bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction (i) with a minimum claims paying ability rating of at
least "A-" by
S&P and "A3" by Moody's (or the obligations of which are
guaranteed or backed by
a company having such a claims paying ability) and (ii) with
respect to the
fidelity bond and errors and omissions Insurance Policy required to
be
maintained pursuant to Section 3.07(c), an insurance company that
has a claims
paying ability rated no lower than two rating categories (without
regard to
pluses or minuses or numerical qualifications) below the rating
assigned to the
then highest rated outstanding Certificate, but in no event lower
than "A-" by
S&P and "A3" by Moody's (or the obligations of which are
guaranteed or backed by
a company having such a claims paying ability) or, in the case of
clauses (i)
and (ii), such other rating as each Rating Agency shall have
confirmed in
writing will not result in an Adverse Rating Event.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Trust Mortgage Loan as of the Due Date in
the calendar
month during which the substitution occurs; (ii) have a Mortgage
Rate not less
than the Mortgage Rate of the deleted Trust Mortgage Loan; (iii)
have the same
Due Date as and a grace period no longer than the deleted Trust
Mortgage Loan;
(iv) accrue interest on the same basis as the deleted Trust
Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day
months); (v)
have a remaining term to stated maturity not greater than, and not
more than two
years less than, the remaining term to stated maturity of the
deleted Trust
Mortgage Loan; (vi) have a then current Loan-to-Value Ratio not
higher than that
of the deleted Trust Mortgage Loan and a current Loan-to-Value
Ratio not higher
than the then current Loan-to-Value Ratio of the deleted Trust
Mortgage Loan;
(vii) comply as of the date of substitution with all of the
representations and
warranties set forth in the applicable Mortgage Loan Purchase
Agreement; (viii)
have an Environmental Assessment that indicates no adverse
environmental
conditions and an engineering report that indicates no adverse
physical
condition with respect to the related Mortgaged Property and which
will be
delivered as a part of the related Mortgage File; (ix) have a
current Debt
Service Coverage Ratio of not less than the greater of the original
Debt Service
Coverage Ratio of the deleted Trust Mortgage Loan and the current
Debt Service
Coverage Ratio of the deleted Trust Mortgage Loan; (x) be
determined by an
Opinion of Counsel (at the applicable Mortgage Loan Seller's
expense) to be a
"qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the
Code; (xi) not have a maturity date after the date two years prior
to the Rated
Final Distribution Date; (xii) not be substituted for a deleted
Trust Mortgage
Loan unless the Trustee has received prior confirmation in writing
by each
Rating Agency that such substitution will not result in an Adverse
Rating Event
(the cost, if any, of obtaining such confirmation to be paid by the
applicable
Mortgage Loan Seller); (xiii) have a date of origination that is
not more than
12 months prior to the date of substitution; (xiv) have been
approved by the
Controlling Class Representative (or, if there is no Controlling
Class
Representative then serving, by the Holders of Certificates
representing a
majority of the Voting Rights allocated to the Controlling Class),
which
approval may not be unreasonably withheld or delayed; (xv) not be
substituted
for a deleted Trust Mortgage Loan if it would result in the
termination of the
REMIC status of any of the REMICs established under this Agreement
or the
imposition of tax on any of such REMICs other than a tax on income
expressly
permitted or contemplated to be received by the terms of this
Agreement, as
determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's
expense); and (xvi) have comparable prepayment restrictions. In the
event that
one or more mortgage loans are substituted for one or more deleted
Trust
Mortgage Loans, then the amounts described in clause (i) shall be
determined on
the basis of aggregate principal balances and the rates described
in clause (ii)
above (provided that the lowest Net Mortgage Rate shall not be
lower than the
highest fixed Pass-Through Rate of any Class of Sequential Pay
Certificates
outstanding) and the remaining term to stated maturity referred to
in clause (v)
above shall be determined on a weighted average basis. When a
Qualified
Substitute Mortgage Loan is substituted for a deleted Trust
Mortgage Loan, the
applicable Mortgage Loan Seller shall certify that the proposed
Qualified
Substitute Mortgage Loan meets all of the requirements of the above
definition
and shall send such certification to the Trustee.
"Rated
Final Distribution Date": The Distribution Date in January
2044.
"Rating Agency": Each of S&P and Moody's.
"Realized Loss": With respect to: (1) each Specially Serviced
Mortgage Loan or Corrected Mortgage Loan as to which a Final
Recovery
Determination has been made, or with respect to any successor REO
Loan as to
which a Final Recovery Determination has been made as to the
related REO
Property and with respect to the Glendale Galleria Trust Mortgage
Loan or any
successor Trust REO Loan with respect thereto, if a Final Recovery
Determination
has been made in respect thereof by the MLMT Series 2005-CKI1
Special Servicer,
an amount (not less than zero) equal to (a) the unpaid principal
balance of such
Mortgage Loan or REO Loan, as the case may be, as of the
commencement of the
Collection Period in which the Final Recovery Determination was
made, plus (b)
without taking into account the amount described in subclause
(1)(d) of this
definition, all accrued but unpaid interest on such Mortgage Loan
or such REO
Loan, as the case may be, at the related Mortgage Rate to but not
including the
Due Date in the Collection Period in which the Final Recovery
Determination was
made (exclusive of any portion thereof that constitutes Penalty
Interest,
Additional Interest, Prepayment Premiums or Yield Maintenance
Charges), plus (c)
any related unpaid servicing expenses, any related Servicing
Advances (together
with Unliquidated Advances in respect of prior related Servicing
Advances) that,
as of the commencement of the Collection Period in which the Final
Recovery
Determination was made, had not been reimbursed from the subject
Mortgage Loan
or REO Property, as the case may be, and any new related Servicing
Advances made
during such Collection Period, minus (d) all payments and proceeds,
if any,
received in respect of and allocable to such Mortgage Loan or such
REO Loan, as
the case may be, during the Collection Period in which such Final
Recovery
Determination was made net of any portion of such payments and/or
proceeds that
is payable or reimbursable in respect of the related liquidation
and other
servicing expenses and, in the case of a Trust Mortgage Loan or
Trust REO Loan
that is part of a Loan Combination, net of any portion of such
payments and/or
proceeds that represent Liquidation Proceeds payable to the holder
of the
related Non-Trust Loan(s); (2) each defaulted Mortgage Loan as to
which any
portion of the principal or previously accrued interest (other than
Additional
Interest and Penalty Interest) payable thereunder or any
Unliquidated Advance
was canceled 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 Special Servicer pursuant to Section
3.20 (or, in
the case of the Glendale Galleria Trust Mortgage Loan, by the MLMT
Series
2005-CKI1 Applicable Servicer pursuant to the MLMT Series 2005-CKI1
Pooling and
Servicing Agreement), the amount of such principal and/or interest
or
Unliquidated Advance so canceled; (3) each Mortgage Loan as to
which the
Mortgage Rate thereon has been permanently reduced and not
recaptured for any
period 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 Special Servicer pursuant to Section
3.20 (or, in
the case of the Glendale Galleria Trust Mortgage Loan, by the MLMT
Series
2005-CKI1 Applicable Servicer pursuant to the MLMT Series 2005-CKI1
Pooling and
Servicing Agreement), the amount of the consequent reduction in the
interest
portion of each successive Periodic Payment due thereon (each such
Realized Loss
shall be deemed to have been incurred on the Due Date for each
affected Periodic
Payment); (4) each Trust Mortgage Loan or Trust REO Loan as to
which there were
any Nonrecoverable Advances, the amount of any such Nonrecoverable
Advance
reimbursed (and/or interest thereon paid) from amounts that would
have otherwise
been distributable as principal on the Certificates; and (5) each
Trust Mortgage
Loan purchased from the Trust Fund at a price less than the
Purchase Price
therefor, the amount of the deficiency.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Recording/Filing Agent": As defined in Section 2.01(d).
"Recovered Amount": As defined in Section 1.02(c).
"Registered
Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-3FL, Class A-1A, Class A-SB, Class A-4, Class A-4FC, Class AM,
Class AJ, Class
B, Class C, Class D or Class X Certificate.
"Regular Certificate": Any REMIC II Certificate other than a
Class
R-II Certificate.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, one or collectively more global
Certificates
of such Class registered in the name of the Depository or its
nominee, in
definitive, fully registered form without interest coupons, each of
which
Certificates bears a Regulation S CUSIP number.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum
is equal to
the Prime Rate.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code (or any successor thereto).
"REMIC Administrator": The Certificate Administrator or any
REMIC
administrator appointed pursuant to Section 8.14.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made and,
consisting
of: (i) all of the Trust Mortgage Loans as from time to time are
subject to this
Agreement and all payments under and proceeds of such Trust
Mortgage Loans
received after the Closing Date (excluding all Additional Interest
on such Trust
Mortgage Loans), together with all documents included in the
related Mortgage
Files and any related Escrow Payments and Reserve Funds; (ii) all
amounts
(inclusive of the Closing Date Deposit but exclusive of all
Additional Interest)
held from time to time in the Collection Account, the Interest
Reserve Account,
any Pool REO Account, the Gain-on-Sale Reserve Account, any Loan
Combination
Custodial Account and the Distribution Account (exclusive of
amounts held on
behalf of REMIC II); (iii) any REO Property acquired in respect of
a Trust
Mortgage Loan (or, in the case of the Glendale Galleria Trust
Mortgage Loan, the
rights of the holder thereof with respect to any related Glendale
Galleria REO
Property under the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement); (iv)
the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12,
13, 14, 16,
17, 19 and 20 of each of the Mortgage Loan Purchase Agreements with
respect to
the Trust Mortgage Loans; and (v) the rights of the mortgagee under
all
Insurance Policies with respect to the Trust Mortgage Loans;
provided that REMIC
I shall not include any Non-Trust Loan or any successor REO Loan
with respect
thereto or any payments or other collections of principal,
interest, Prepayment
Premiums, Yield Maintenance Charges or other amounts collected on a
Non-Trust
Loan or any successor REO Loan with respect thereto.
"REMIC I Principal Balance": The principal amount of any REMIC
I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the initial REMIC I Principal Balance of each REMIC I Regular
Interest
shall be the amount set forth as such in the Preliminary Statement
hereto. On
each Distribution Date, the REMIC I Principal Balance of each REMIC
I Regular
Interest shall be permanently reduced by all distributions of
principal deemed
to have been made in respect of such REMIC I Regular Interest on
such
Distribution Date pursuant to Section 4.01(h), and shall be further
permanently
reduced on such Distribution Date by all Realized Losses and
Additional Trust
Fund Expenses deemed to have been allocated thereto on such
Distribution Date
pursuant to first paragraph of Section 4.04(b). The REMIC I
Principal Balance of
a REMIC I Regular Interest shall be increased, pursuant to the
second paragraph
of Section 4.04(b), in connection with increases in the Class
Principal Balance
of the Corresponding Certificates as contemplated by the second
paragraph of
Section 4.04(a).
"REMIC I Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I, as described in the Preliminary
Statement hereto.
"REMIC II": The segregated pool of assets consisting of all of
the
REMIC I Regular Interests and all amounts held from time to time,
to the extent
related to REMIC II, in the Distribution Account conveyed in trust
to the
Trustee for the benefit of REMIC II, as holder of the REMIC I
Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section
2.07, with
respect to which a separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-1A, Class A-SB, Class A-4, Class AM, Class AJ, 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 P, Class Q, Class X or Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and proposed, temporary and final Treasury regulations
and any
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"REO Account": The Pool REO Account or any Loan Combination REO
Account, as applicable.
"REO Acquisition": The acquisition of any REO Property pursuant
to
Section 3.09 or, in the case of the Glendale Galleria Mortgaged
Property,
pursuant to the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement.
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18 or, in the case of the Glendale Galleria
Mortgaged
Property, pursuant to the MLMT Series 2005-CKI1 Pooling and
Servicing Agreement.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan (or, if a Loan Combination is
involved, one of the Mortgage Loans comprising the subject Loan
Combination)
deemed for purposes hereof to be outstanding with respect to each
REO Property.
Each REO Loan shall be deemed to be outstanding for so long as the
related REO
Property (or an interest therein) remains part of REMIC I and shall
be deemed to
provide for periodic payments of principal and/or interest equal to
its Assumed
Periodic Payment and otherwise to have the same terms and
conditions as its
predecessor Mortgage Loan (such terms and conditions to be applied
without
regard to the default on such predecessor Mortgage Loan and the
acquisition of
the related REO Property as part of the Trust Fund or, if
applicable in the case
of any REO Property that relates to a Loan Combination, on behalf
of the Trust
and the related Non-Trust Noteholder(s)). Each REO Loan shall be
deemed to have
an initial unpaid principal balance and Stated Principal Balance
equal to the
unpaid principal balance and Stated Principal Balance,
respectively, of its
predecessor Mortgage Loan as of the date of the related REO
Acquisition. All
Periodic Payments (other than a Balloon Payment), Assumed Periodic
Payments (in
the case of a Balloon Loan delinquent in respect of its Balloon
Payment) and
other amounts due and owing, or deemed to be due and owing, in
respect of the
predecessor Mortgage Loan as of the date of the related REO
Acquisition, shall
be deemed to continue to be due and owing in respect of an REO
Loan. Collections
in respect of each REO Loan (after provision for amounts to be
applied to the
payment of, or to be reimbursed to, the Master Servicer, the
Special Servicer,
the Certificate Administrator or the Trustee for the payment of,
the costs of
operating, managing, selling, leasing and maintaining the related
REO Property
(other than the Glendale Galleria REO Property) or for the
reimbursement of or
payment to the Master Servicer, the Special Servicer or the Trustee
for other
related Servicing Advances as provided in this Agreement, interest
on such
Advances and other related Additional Trust Fund Expenses) shall be
treated:
first, as a recovery of accrued and unpaid interest on such REO
Loan at the
related Mortgage Rate (in the case of the Trust REO Loan that
relates to the
Glendale Galleria Trust Mortgage Loan, net of the MLMT Series
2005-CKI1
Servicing Fee) to but not including the Due Date in the Collection
Period of
receipt (exclusive of any portion thereof that constitutes
Additional Interest);
second, as a recovery of principal of such REO Loan to the extent
of its entire
unpaid principal balance; and third, in accordance with the normal
servicing
practices of the Master Servicer, as a recovery of any other
amounts due and
owing in respect of such REO Loan, including, without limitation,
(i) Yield
Maintenance Charges, Prepayment Premiums and Penalty Interest and
(ii)
Additional Interest and other amounts, in that order; provided,
however, that if
a Mortgage Loan that is part of a Loan Combination and the related
Non-Trust
Loan(s) become REO Loans, amounts received with respect to such REO
Loans shall
be applied to amounts due and owing in respect of such REO Loans as
provided in
the related Loan Combination Intercreditor Agreement.
Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master
Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as
the case may
be, in respect of the predecessor Mortgage Loan as of the date of
the related
REO Acquisition, including, without limitation, any unpaid
Servicing Fees and
any unreimbursed Advances, together with any interest accrued and
payable to the
Master Servicer, the Special Servicer or the Trustee, as the case
may be, in
respect of such Advances in accordance with Sections 3.03(d) and
4.03(d), shall
continue to be payable or reimbursable to the Master Servicer, the
Special
Servicer, the Certificate Administrator or the Trustee, as the case
may be, in
respect of an REO Loan pursuant to Section 3.05(a). In addition,
Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances with respect to
such REO Loan,
in each case, that were paid from collections on the Trust Mortgage
Loans and
resulted in principal distributed to the Certificateholders being
reduced as a
result of the first proviso in the definition of "Principal
Distribution
Amount," shall be deemed outstanding until recovered.
"REO Property": With respect to any Mortgage Loan (other than a
Mortgage Loan constituting part of a Loan Combination), a Mortgaged
Property
acquired on behalf and in the name of the Trust Fund for the
benefit of the
Certificateholders through foreclosure, acceptance of a
deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in
connection with
the default or imminent default of a Mortgage Loan; and with
respect to a Loan
Combination, the related Loan Combination REO Property; and with
respect to the
Glendale Galleria Loan Combination, the Glendale Galleria REO
Property; provided
that the Glendale Galleria Mortgaged Property shall constitute an
REO Property
if acquired under the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement for
the benefit of all the related Non-Trust Noteholders and the Trust,
as their
interests may appear, through foreclosure, acceptance of a
deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in
connection with a
default or imminent default of the Glendale Galleria Loan
Combination.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"REO Tax": As defined in Section 3.17(a)(i).
"Request for Release": A request signed by a Servicing Officer,
as
applicable, of the Master Servicer in the form of Exhibit D-1
attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the Special Servicer, prepared in
accordance
with 12 C.F.R. ss. 225.64 and conducted in accordance with the
standards of the
Appraisal Institute.
"Required Appraisal Mortgage Loan": Each Serviced Trust
Mortgage
Loan (or, in the case of clause (ii) below, any successor Trust REO
Loan with
respect thereto) (i) that is 60 days or more delinquent in respect
of any
Periodic Payments, (ii) that becomes an REO Loan, (iii) that has
been modified
by the Special Servicer in a manner that affects the amount or
timing of any
Periodic Payment (other than a Balloon Payment) (except, or in
addition to,
bringing monthly Periodic Payments current and extending the
Maturity Date for
less than six months), (iv) 60 days following the receipt by the
Special
Servicer of notice that a receiver has been appointed and continues
in such
capacity in respect of the related Mortgaged Property, (v) 60 days
following the
receipt by the Special Servicer of notice that the related
Mortgagor has become
the subject of a bankruptcy proceeding, or (vi) delinquent in
respect of its
Balloon Payment for one day or, if the Special Servicer receives,
prior to the
Due Date of such Balloon Payment, written evidence from an
institutional lender
of such lender's binding commitment to refinance such Trust
Mortgage Loan, then
for such longer period beyond the Due Date of such Balloon Payment
ending on the
earlier of (1) 60 days after the Due Date of such Balloon Payment
and (2) the
expiration of the refinancing commitment; provided, however, that a
Required
Appraisal Mortgage Loan shall cease to be a Required Appraisal
Mortgage Loan:
(a) with respect to the circumstances described in clauses (i)
and
(iii)
above, when the related Mortgagor has made three consecutive
full
and timely
Periodic Payments under the terms of such Trust Mortgage Loan
(as such
terms may be changed or modified in connection with a
bankruptcy
or similar
proceeding involving the related Mortgagor or by reason of a
modification, waiver or amendment granted or agreed to by the
Special
Servicer
pursuant to Section 3.20); and
(b) with respect to the circumstances described in clauses (iv),
(v)
and (vi) above,
when such circumstances cease to exist in the reasonable
judgment
of the Special Servicer (exercised in accordance with the
Servicing
Standard), but, with respect to any bankruptcy or insolvency
proceedings described in clauses (iv) and (v), no later than the
entry of
an order
or decree dismissing such proceeding, and with respect to the
circumstances described in clause (vi) above, no later than the
date that
the
Special Servicer agrees to an extension pursuant to Section
3.20
hereof;
so long as at that time no circumstance identified in clauses (i)
through (vi)
above exists that would cause the Trust Mortgage Loan to continue
to be
characterized as a Required Appraisal Mortgage Loan.
"Required Appraisal Value": With respect to any Mortgaged
Property
or REO Property related to a Required Appraisal Mortgage Loan, 90%
of an amount
equal to (A) subject to reduction by the Special Servicer in
accordance with
Section 3.09(a), the Appraised Value of such Mortgaged Property or
REO Property,
as the case may be, as determined by a Required Appraisal or letter
update or
internal valuation, if applicable, reduced by (B) the amount of any
obligations
secured by liens on such Mortgaged Property that are prior to the
lien of such
Required Appraisal Mortgage Loan and estimated liquidation
expenses; provided,
however, that for purposes of determining any Appraisal Reduction
Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction
Amount shall be amended no less often than annually to reflect the
Required
Appraisal Value determined pursuant to any Required Appraisal or
letter update
of a Required Appraisal or internal valuation, if applicable
conducted
subsequent to the original Required Appraisal performed pursuant to
Section
3.09(a).
"Reserve Account": The account or accounts created and
maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Serviced Mortgage Loan,
any
amounts delivered by the related Mortgagor to be held in escrow by
or on behalf
of the mortgagee representing reserves for environmental
remediation, repairs,
capital improvements, tenant improvements and/or leasing
commissions with
respect to the related Mortgaged Property.
"Residual Certificate": A Class R-I or Class R-II Certificate.
"Responsible Officer": When used with respect to (i) the
initial
Trustee, any Vice President, Assistant Vice President or trust
officer of the
Trustee having direct responsibility for the administration of this
agreement,
(ii) any successor Trustee, any officer or assistant officer in the
corporate
trust department of the Trustee, or any other officer or assistant
officer of
the Trustee customarily performing functions similar to those
performed by any
of the above designated officers to whom a particular matter is
referred by the
Trustee because of such officer's knowledge of and familiarity with
the
particular subject and (iii) the Certificate Administrator, any
officer thereof
having direct responsibility for the administration of this
agreement.
"Restricted Servicer Reports": Collectively, to the extent not
filed
with the Securities and Exchange Commission, the CMSA Servicer
Watch List, the
CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment
Worksheet, the
CMSA Financial File, the CMSA Comparative Financial Status Report
and the CMSA
Loan Level Reserve/LOC Report.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more
global
certificates representing such Class registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, and
each of which certificates has a Rule 144A CUSIP number.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its successor in interest. If
neither such
Rating Agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating
organization or
other comparable Person designated by the Depositor, notice of
which designation
shall be given to the Trustee, the Master Servicer and the Special
Servicer and
the Certificate Administrator, and specific ratings of S&P
herein referenced
shall be deemed to refer to the equivalent ratings of the party so
designated.
"Sarbanes-Oxley Certification": As defined in Section
8.17(a)(iv).
"Scheduled Payment": With respect to any Mortgage Loan, for any
Due
Date following the Cut-off Date as of which it is outstanding, the
scheduled
Periodic Payment of principal and interest (other than Additional
Interest) on
such Mortgage Loan that is or would be, as the case may be, payable
by the
related Mortgagor on such Due Date under the terms of the related
Mortgage Note
as in effect on the Closing Date, without regard to any subsequent
change in or
modification of such terms 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 Special Servicer pursuant
to Section
3.20 (or, in the case of the Glendale Galleria Trust Mortgage Loan
by the MLMT
Series 2005-CKI1 Special Servicer pursuant to the MLMT Series
2005-CKI1 Pooling
and Servicing Agreement) or acceleration of principal by reason of
default, and
assuming that each prior Scheduled Payment has been made in a
timely manner;
provided, however, that if the related loan documents for a Loan
Combination
provide for a single monthly debt service payment for such Loan
Combination,
then the Scheduled Payment for each Mortgage Loan comprising such
Loan
Combination for any Due Date shall be that portion of the monthly
debt service
payment for such Loan Combination and such Due Date that is, in
accordance with
the related loan documents and/or the related Loan Combination
Intercreditor
Agreement, in the absence of default, allocable to interest at the
related
Mortgage Rate on and/or principal of each such Mortgage Loan
comprising the
subject Loan Combination.
"Securities Act": The Securities Act of 1933, as amended.
"Securities and Exchange Commission": The United States
Securities
and Exchange Commission or any successor.
"Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-3FL, Class A-1A, Class A-SB, Class A-4, Class A-4FC or Class X
Certificate.
"Sequential Pay Certificate": Any Class A-1, Class A-2, Class
A-3,
Class A-3FL, Class A-1A, Class A-SB, Class A-4, Class A-4FC, Class
AM, Class AJ,
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 P or Class Q Certificate.
"Serviced Mortgage Loan": Each Mortgage Loan or Loan
Combination
(including a Specially Serviced Mortgage Loan, but excluding an REO
Loan) other
than any Mortgage Loan constituting part of the Glendale Galleria
Loan
Combination.
"Serviced Mortgaged Property": The Mortgaged Property securing
a
Serviced Mortgage Loan.
"Serviced REO Loan": An REO Loan deemed to be outstanding in
respect
of a Serviced Mortgaged Property.
"Serviced Trust Defaulted Mortgage Loan": A Defaulted Mortgage
Loan
that is a Trust Mortgage Loan and a Serviced Mortgage Loan.
"Serviced Trust Mortgage Loan": Any Trust Mortgage Loan that is
a
Serviced Mortgage Loan. Notwithstanding anything herein to the
contrary, in no
event shall the Glendale Galleria Trust Mortgage Loan constitute a
Serviced
Trust Mortgage Loan hereunder.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses (including attorneys' fees and
expenses and fees
of real estate brokers) incurred by or on behalf of the Master
Servicer, the
Special Servicer or the Trustee in connection with the servicing of
a Serviced
Mortgage Loan, if a default is imminent thereunder or after a
default,
delinquency or other unanticipated event, or in connection with
the
administration of any Administered REO Property, including, but not
limited to,
the cost of (a) compliance with the obligations of the Master
Servicer and the
Special Servicer, if any, set forth in Section 3.02 and 3.03, (b)
(i) real
estate taxes, assessments, penalties and other similar items, (ii)
ground rents
(if applicable), and (iii) premiums on Insurance Policies, in each
instance if
and to the extent Escrow Payments (if any) collected from the
related Mortgagor
are insufficient to pay such item when due and the related
Mortgagor has failed
to pay such item on a timely basis, (c) the preservation,
insurance,
restoration, protection and management of a Mortgaged Property,
including the
cost of any "force placed" insurance policy purchased by the Master
Servicer or
the Special Servicer to the extent such cost is allocable to a
particular
Mortgaged Property that the Master Servicer or the Special Servicer
is required
to cause to be insured pursuant to Section 3.07(a), (d) obtaining
any Insurance
Proceeds or any Liquidation Proceeds of the nature described in
clauses
(i)-(iii), (v), (vii) and (viii) of the definition of "Liquidation
Proceeds,"
(e) any enforcement or judicial proceedings with respect to a
Mortgaged
Property, including, without limitation, foreclosures, (f) any
Required
Appraisal or other appraisal expressly required or permitted to be
obtained
hereunder, (g) the operation, management, maintenance and
liquidation of any REO
Property, including, without limitation, appraisals and compliance
with Section
3.16(a) (to the extent not covered by available funds in the
applicable REO
Account), (h) obtaining related ratings confirmation (to the extent
not paid by
the related Mortgagor), (i) UCC filings (to the extent not
reimbursed by the
Mortgagor), (j) compliance with the obligations of the Master
Servicer or the
Trustee set forth in Section 2.03(a) or (b) and (k) any other
expenditure
expressly designated as a Servicing Advance under this
Agreement.
Notwithstanding anything to the contrary, "Servicing Advances"
shall not include
allocable overhead of the Master Servicer or the Special Servicer,
such as costs
for office space, office equipment, supplies and related expenses,
employee
salaries and related expenses and similar internal costs, and
expenses or costs
and expenses incurred by any such party in connection with its
purchase of a
Mortgage Loan or REO Property, or costs or expenses expressly
required to be
borne by the Master Servicer or Special Servicer without
reimbursement pursuant
to the terms of this Agreement.
"Servicing Fees": With respect to each Serviced Mortgage Loan
and
any successor REO Loan with respect thereto, the Master Servicing
Fee and the
Special Servicing Fee. With respect to the Glendale Galleria Trust
Mortgage
Loan, the Master Servicing Fee and the MLMT Series 2005-CKI1
Servicing Fee.
"Servicing File": Any documents, certificates, opinions and
reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Mortgagor in connection with, or relating
to, the
servicing of any Mortgage Loan, and that are reasonably required
for the ongoing
administration of the Mortgage Loan, including appraisals, surveys,
property
inspection reports, engineering reports, environmental reports,
financial
statements, leases, rent rolls and tenant estoppels.
"Servicing Officer": Any officer or employee of the Master
Servicer
or the Special Servicer involved in, or responsible for, the
administration and
servicing of the Mortgage Loans, whose name and specimen signature
appear on a
list of servicing officers furnished by such party to the Trustee,
the
Certificate Administrator and the Depositor on the Closing Date, as
such list
may be amended from time to time.
"Servicing Standard": shall mean, with respect to the Master
Servicer or the Special Servicer, to service and administer the
Serviced
Mortgage Loans and any REO Properties that such party is obligated
to service
and administer, on behalf of the Trust and in the best interests of
and for the
benefit of the Certificateholders (and with respect to a Loan
Combination for
which it is responsible hereunder, the related holders of the
Non-Trust Loan as
a collective whole), as determined by the Master Servicer or the
Special
Servicer, as applicable, in its good faith and reasonable judgment,
in
accordance with applicable law, the terms of this Agreement and the
terms of the
Mortgage Loans, and to the extent consistent with the foregoing, as
follows: (i)
the same care, skill and diligence as is normal and usual in its
general
mortgage servicing and REO property management activities on behalf
of third
parties or on behalf of itself, whichever is higher, with respect
to comparable
mortgage loans and REO properties; (ii) with a view to the timely
collection of
all scheduled payments of principal and interest under the Serviced
Mortgage
Loans or, if a Serviced Mortgage Loan comes into and continues in
default and
if, in the good faith and reasonable judgment of the Master
Servicer or the
Special Servicer, as applicable, no satisfactory arrangements can
be made for
the collection of the delinquent payments, the maximization of the
recovery on
such Serviced Mortgage Loan to the Certificateholders (as a
collective whole)
(or, if a Loan Combination is involved, with a view to the
maximization of
recovery on such Loan Combination to the Certificateholders and the
related
holders of the Non-Trust Loans (as a collective whole)), on a
present value
basis; and (iii) without regard to (A) any other relationship that
the Master
Servicer or the Special Servicer, as applicable, or any Affiliate
thereof may
have with the related Mortgagor; (B) the ownership of any
Certificate or any
related mezzanine loan or Non-Trust Loan by the Master Servicer or
the Special
Servicer, as applicable, or any Affiliate thereof; (C) the Master
Servicer's
obligation to make Advances; and (D) the right of the Master
Servicer or the
Special Servicer, as applicable, or any Affiliate thereof to
receive
reimbursement of costs, or the sufficiency of any compensation
payable to it,
under this Agreement or with respect to any particular
transaction.
"Servicing Transfer Event": With respect to any Serviced
Mortgage
Loan, the occurrence of any of the events described in clauses (a)
through (g)
of the definition of "Specially Serviced Mortgage Loan."
"Significant Mortgage Loan": At any time of determination, any
Mortgage Loan that (1) has a principal balance of $20,000,000 or
more at the
time of determination or has, whether (a) individually, (b) as part
of a Crossed
Loan Group or (c) as part of a group of Mortgage Loans made to
affiliated
Mortgagors, a principal balance that is equal to or greater than 5%
or more of
the aggregate outstanding principal balance of the Mortgage Pool at
the time of
determination or (2) is one of the 10 largest Mortgage Loans (which
for the
purposes of this definition shall include Crossed Loan Groups and
groups of
Mortgage Loans made to affiliated Mortgagors) by outstanding
principal balance
at such time.
"Single Certificate": For purposes of Section 4.02, a
hypothetical
Certificate of any Class of Regular Certificates, the Class A-3FL
Certificates
or the Class A-4FC Certificates evidencing a $1,000
denomination.
"Sole Certificate Owner": As defined in Section 9.01.
"Special Servicer": LNR Partners, Inc., or any successor in
interest
thereto, or any successor special servicer appointed as herein
provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Mortgage Loan and each REO Loan, the fee designated as such and
payable to the
Special Servicer pursuant to the first paragraph of Section
3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.35% per annum.
"Specially Designated Mortgage Loan Documents": With respect to
any
Trust Mortgage Loan, the following documents collectively:
(i) the original executed Mortgage Note (or, alternatively, if
the
original
executed Mortgage Note has been lost, a lost note affidavit and
indemnity with a
copy of such Mortgage Note attached thereto);
(ii) an original or a copy of the Mortgage (with or without
recording
information);
(iii) the original or a copy of the policy or certificate of
lender's
title insurance or, if such policy has not been issued or
located,
an original or a copy of an irrevocable, binding commitment
(which may
be a pro forma policy or a marked version of the policy that
has been
executed by an authorized representative of the title company
or
an
agreement to provide the same pursuant to binding escrow
instructions
executed
by an authorized representative of the title company) to issue
such title
insurance policy;
(iv) an original or a copy of any Ground Lease or ground lessor
estoppel;
and
(v) a copy of any letter of credit relating to the Trust
Mortgage
Loan;
provided that whenever the term "Specially Designated Mortgage Loan
Documents"
is used to refer to documents actually received by the Trustee or
by a Custodian
on its behalf, such term, with respect to any receipt or
certification by the
Trustee or a Custodian on its behalf for documents described in
clauses (iv) and
(v) of this definition, shall be deemed to include such documents
only to the
extent the Trustee or a Custodian on its behalf has actual
knowledge of their
existence; and provided, further, that the only Specially
Designated Mortgage
Loan Document with respect to the Glendale Galleria Trust Mortgage
Loan shall be
the document described in clause (i) of this definition.
"Specially Serviced Mortgage Loan": Any Serviced Mortgage Loan as
to
which any of the following events have occurred:
(a) the related Mortgagor shall have failed to make when due
any
Periodic
Payment, including a Balloon Payment, and the failure continues
unremedied--
(i) except in
the case of a Balloon Payment, for 60 days; or
(ii) solely in the
case of a delinquent Balloon Payment, for one
day, unless the related Mortgagor delivers, prior to the Due
Date for such Balloon Payment, written evidence from an
institutional lender of such lender's binding commitment to
refinance such Mortgage Loan, then for such longer period
beyond such Mortgage Loan's maturity date ending on the
earlier of (a) 60 days after the related Maturity Date and (B)
the
expiration of the refinancing commitment; or
(b) the Master Servicer or, with the consent of the Controlling
Class
Representative, the Special Servicer shall have determined, in
its
reasonable
judgment (exercised in accordance with the Servicing Standard),
based on,
among other things, communications with the related Mortgagor,
that a
default in making a Periodic Payment (including a Balloon
Payment)
or a
default (other than an Acceptable Insurance Default or a
default
described
in clause (a) above) that may materially impair the value of
the
Mortgaged
Property as security for the Mortgage Loan, is in each case
likely to
occur and is likely to remain unremedied for at least 60 days;
or
(c) the Master Servicer or, with the consent of the Controlling
Class
Representative, the Special Servicer shall have determined, in
its
reasonable
judgment (exercised in accordance with the Servicing Standard),
that a
default (other than an Acceptable Insurance Default or a
default
described
in clause (a) above) has occurred that may materially impair
the
value of
the Mortgaged Property as security for the Mortgage Loan and
the
default
continues unremedied beyond the applicable grace period under
the
terms of
the Mortgage Loan (or, if no grace period is specified, for 60
days,
provided that a default that gives rise to an acceleration
right
without
any grace period shall be deemed to have a grace period equal
to
zero);
or
(d) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs,
shall have been
entered against the related Mortgagor; provided that if
such
decree or order is discharged, dismissed or stayed within 60 days
it
shall not
be a Specially Serviced Mortgage Loan (and no Special Servicing
Fees shall
be payable); or
(e) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of
debt,
marshaling of assets and liabilities or similar proceedings of
or
relating
to such Mortgagor or of or relating to all or substantially all
of its
property; or
(f) the related Mortgagor shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency or reorganization statute, make an
assignment
for the benefit of its creditors, or voluntarily suspend
payment of
its obligations; or
(g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the
related
Mortgaged Property;
provided, however, that a Serviced Mortgage Loan will cease to be a
Specially
Serviced Mortgage Loan:
(i) with respect to the circumstances described in clause (a)
above,
when the
related Mortgagor has made three consecutive full and timely
Periodic
Payments under the terms of such Mortgage Loan (as such terms
may
be changed
or modified in connection with a bankruptcy or similar
proceeding
involving the related Mortgagor or by reason of a modification,
waiver or
amendment granted or agreed to by the Special Servicer pursuant
to Section
3.20);
(ii) with respect to the circumstances described in clauses
(b),
(d), (e)
and (f) above, when such circumstances cease to exist in the
reasonable
judgment of the Special Servicer (exercised in accordance with
the
Servicing Standard), but, with respect to any bankruptcy or
insolvency
proceedings described in clauses (d), (e) and (f), no later than
the entry
of an
order or decree dismissing such proceeding;
(iii) with respect to the circumstances described in clause (c)
above,
when such default is cured; and
(iv) with respect to the circumstances described in clause (g)
above,
when such proceedings are terminated;
so long as at that time no other circumstance identified in clauses
(a) through
(g) above exists that would otherwise cause such Serviced Mortgage
Loan to
continue to be characterized as a Specially Serviced Mortgage
Loan.
During any time an entire Loan Combination is serviced and
administered pursuant to this Agreement, if a Servicing Transfer
Event exists
with respect to one Mortgage Loan in such Loan Combination, it will
also be
considered to exist for the other Mortgage Loan(s) in such Loan
Combination.
"Startup Day": With respect to each of REMIC I and REMIC II, the
day
designated as such in Section 10.01(c).
"State and Local Taxes": Taxes imposed by the states of New
York,
Illinois, Maryland, Minnesota, Florida and by any other state or
local taxing
authorities as may, by notice to the Certificate Administrator,
assert
jurisdiction over the Trust Fund or any portion thereof, or which,
according to
an Opinion of Counsel addressed to the Certificate Administrator,
have such
jurisdiction.
"Stated Maturity Date": With respect to any Mortgage Loan, the
Due
Date specified in the Mortgage Note (as in effect on the Closing
Date) on which
the last payment of principal is due and payable under the terms of
the Mortgage
Note (as in effect on the Closing Date), without regard to any
change in or
modification of such terms 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 Special Servicer pursuant
to Section
3.20 (or, in the case of a Mortgage Loan constituting part of the
Glendale
Galleria Loan Combination, by the MLMT Series 2005-CKI1 Special
Servicer
pursuant to the MLMT Series 2005-CKI1 Pooling and Servicing
Agreement) and, in
the case of an ARD Loan, without regard to its Anticipated
Repayment Date.
"Stated Principal
Balance": With respect to any Trust Mortgage Loan
as of any date of determination, an amount (which amount shall not
be less than
zero) equal to (x) the Cut-off Date Balance of such Trust Mortgage
Loan (or, in
the case of a Qualified Substitute Mortgage Loan that is a Trust
Mortgage Loan,
the unpaid principal balance thereof after application of all
principal payments
due on or before the related date of substitution, whether or not
received),
permanently reduced on each Distribution Date, to not less than
zero, by (y) the
sum of:
(i) all payments and other collections of principal, if any,
with
respect to
such Trust Mortgage Loan that are included as part of the
Principal
Distribution Amount for such Distribution Date pursuant to
clause(s)
(a), (b), (c) and/or (d) of, and without regard to the provisos
to, the
definition of "Principal Distribution Amount";
(ii) any other amount received with respect to such Trust
Mortgage
Loan
during the related Collection Period that is not included among
the
payments
and other collections of principal described in the immediately
preceding
clause (i), as to which there is not and never has been an
outstanding P&I Advance and that is actually applied in
reduction of the
amount of
principal owing from the related Mortgagor;
(iii) any amount of reduction in the outstanding principal
balance
of such
Trust Mortgage Loan resulting from a Deficient Valuation that
occurred during
the related Collection Period; and
(iv) any related Realized Loss (other than any such loss
resulting
from a
Deficient Valuation) incurred during the related Collection
Period
that
represents a loss of principal with respect to that Trust
Mortgage
Loan.
With respect to any Trust REO Loan, as of any date of
determination,
an amount equal to (x) the Stated Principal Balance of the
predecessor Trust
Mortgage Loan as of the date of the related REO Acquisition,
permanently reduced
on each subsequent Distribution Date, to not less than zero, by (y)
the sum of:
(a) all amounts, if any, collected with respect to the related
REO
Property
that are allocable as principal of the subject Trust REO Loan
and
that are
included as part of the Principal Distribution Amount for such
Distribution Date pursuant to clause (e) and/or clause (f) of, and
without
regard to
the provisos to, the definition of "Principal Distribution
Amount"; and
(b) any related Realized Losses incurred during the related
Collection
Period that represents a loss of principal with respect to the
subject
Trust REO Loan.
A Trust Mortgage Loan or a Trust REO Loan shall be deemed to be
part
of the Trust Fund and to have an outstanding Stated Principal
Balance until the
Distribution Date on which the payments or other proceeds, if any,
received in
connection with a Liquidation Event in respect thereof are to be
(or, if no such
payments or other proceeds are received in connection with such
Liquidation
Event, would have been) distributed to Certificateholders.
With respect to a Non-Trust Loan (other than a Glendale
Galleria
Subordinate Non-Trust Loan) or any successor REO Loan with respect
thereto on
any date of determination, the Stated Principal Balance shall equal
the unpaid
principal balance of such Non-Trust Loan or the deemed unpaid
principal balance
of such successor REO Loan.
"Subordinated Certificate": Any Class AM, Class AJ, 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 P, Class Q, Class R-I or Class R-II
Certificate.
"Sub-Servicer": Any Person with which the Master Servicer or
the
Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the
Master
Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the
other hand, relating to servicing and administration of Mortgage
Loans as
provided in Section 3.22.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to or as contemplated by Section 2.03(a) hereof, an amount
equal to the
excess, if any, of the Purchase Price of the Trust Mortgage Loan
being replaced,
calculated as of the date of substitution over the Stated Principal
Balance of
the related Qualified Substitute Mortgage Loan as of the date of
substitution.
In the event that one or more Qualified Substitute Mortgage Loans
are
substituted (at the same time) for one or more deleted Trust
Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in
the preceding
sentence on the basis of the aggregate Purchase Price of the Trust
Mortgage Loan
or Trust Mortgage Loans being replaced and the aggregate Stated
Principal
Balance of the related Qualified Substitute Mortgage Loan or
Qualified
Substitute Mortgage Loans.
"Surfside Garden Apartments A-Note Trust Mortgage Loan": The
A-Note
Trust Mortgage Loan identified as loan number 117 on the Mortgage
Loan Schedule
and as being secured by the Surfside Garden Apartments.
"Surfside Garden Apartments B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Surfside Garden Apartments
A-Note Trust
Mortgage Loan.
"Swap Agreement": Either of the Class A-3FL Swap Agreement or
the
Class A-4FC Swap Agreement.
"Swap Counterparty": Either of the Class A-3FL Swap Counterparty
or
the Class A-4FC Swap Counterparty.
"Swap Default": With respect to either Swap Agreement, any
failure
on the part of the related Swap Counterparty (that continues beyond
any
applicable grace period under such Swap Agreement) to (i) make a
required
payment under such Swap Agreement as and when due thereunder, (ii)
either post
acceptable collateral or find an acceptable replacement Swap
Counterparty or
find an acceptable guarantor after a ratings downgrade of the Swap
Counterparty
(or its Credit Support Provider (as defined in the related Swap
Agreement)) has
occurred, as required by Part 1(m)(2)(ii) of the Schedule to the
Master
Agreement in such Swap Agreement.
"Swap Payment Default": A Swap Default of the nature described
in
clause (i) of the definition of "Swap Default."
"Swap Termination Fees": With respect to either Swap Agreement,
any
fees, costs or expenses payable by the related Swap Counterparty to
the Trust in
connection with a Swap Default under such Swap Agreement,
termination of such
Swap Agreement or liquidation of such Swap Agreement, as specified
in such Swap
Agreement.
"Tax Matters Person": With respect to each of the REMICs
created
hereunder, the Person designated as the "tax matters person" of
such REMIC in
the manner provided under Treasury Regulations Section 1.860F-4(d),
which Person
shall be the applicable Plurality Residual Certificateholder.
"Tax Returns": The federal income tax returns on Internal
Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms,
to be filed on behalf of each of REMIC I and REMIC II due to its
classification
as a REMIC under the REMIC Provisions, the federal income tax
return to be filed
on behalf of each of Grantor Trust A-3FL, Grantor Trust A-4FC and
the Grantor
Trust Z due to its classification as a grantor trust under the
Grantor Trust
Provisions, together with any and all other information, reports or
returns that
may be required to be furnished to the Certificateholders or filed
with the
Internal Revenue Service under any applicable provisions of federal
tax law or
any other governmental taxing authority under applicable State and
Local Tax
laws.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transfer Affidavit
and Agreement": As defined in Section
5.02(d)(i)(B).
"Transferee": Any Person who is acquiring by Transfer any
Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any
Ownership
Interest in a Certificate.
"Trust": The common law trust created hereunder.
"Trust ARD Loan": Any Trust Mortgage Loan that is an ARD Loan.
"Trust Balloon Loan": Any Trust Mortgage Loan that is a Balloon
Loan.
"Trust Corrected Mortgage Loan": Any Trust Mortgage Loan that is
a
Corrected Mortgage Loan.
"Trust Defaulted Mortgage Loan": Any Trust Mortgage Loan that is
a
Defaulted Mortgage Loan.
"Trust Defeasance Mortgage Loan": Any Trust Mortgage Loan that is
a
Defeasance Loan.
"Trust Fund": Collectively, (i) all of the assets of REMIC I
and
REMIC II (ii) the Grantor Trust Z Assets, (iii) the Grantor Trust
A-3FL Assets
and (iv) the Grantor Trust A-4FC Assets.
"Trust Mortgage Loan": Each of the mortgage loans, including
any
A-Note Trust Mortgage Loan and the Glendale Galleria Trust Mortgage
Loan,
transferred and assigned to the Trust Fund pursuant to Section 2.01
and listed
on the Mortgage Loan Schedule and from time to time held in the
Trust Fund.
"Trust REO Loan": Any REO Loan that succeeded a Trust Mortgage
Loan.
"Trust Required Appraisal Mortgage Loan": Any Trust Mortgage Loan
or
Trust REO Loan that is a Required Appraisal Mortgage Loan.
"Trust Specially Serviced Mortgage Loan": Any Trust Mortgage
Loan
that is a Specially Serviced Mortgage Loan.
"Trustee": Wells Fargo Bank, N.A., its successor in interest, or
any
successor trustee appointed as herein provided.
"Trustee Fee": With respect to each Trust Mortgage Loan and
each
Trust REO Loan for any Distribution Date (excluding, in the case of
the initial
Distribution Date, any Closing Date Deposit Mortgage Loan), an
amount equal to
one month's interest for the most recently ended calendar month
(calculated on
the same interest accrual basis as such Trust Mortgage Loan or
Trust REO Loan,
as the case may be), accrued at the Trustee Fee Rate on the Stated
Principal
Balance of such Trust Mortgage Loan or Trust REO Loan, as the case
may be,
outstanding immediately following the prior Distribution Date (or,
in the case
of the initial Distribution Date, as of the Closing Date);
provided, that the
portion of the Trustee Fee defined herein as the Certificate
Administrator Fee
shall be retained by the Certificate Administrator.
"Trustee Fee Rate": 0.0013% per annum.
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement filed pursuant
to
the UCC.
"Underwriter": Each of MLPF&S, Countrywide Securities,
LaSalle
Financial Services, Deutsche Bank Securities Inc., JPMorgan
Securities Inc. and
Morgan Stanley & Co. Incorporated, or their respective
successors in interest.
"United States Securities Person": Any "U.S. person" as defined
in
Rule 902(k) of Regulation S.
"United States Tax Person": A citizen or resident of the United
States, a corporation (except to the extent provided in applicable
Treasury
Regulations) or partnership (except to the extent provided in
applicable
Treasury Regulations) created or organized in, or under the laws
of, the United
States, any state or the District of Columbia or any other entity
treated as a
corporation or partnership for federal income tax purposes, an
estate whose
income from sources without the United States is includable in
gross income for
United States federal income tax purposes regardless of its source
or a trust if
a court within the United States is able to exercise supervision
over the
administration of the trust and one or more United States persons
have the
authority to control all substantial decisions of the trust (or to
the extent
provided in the Treasury regulations, if the trust was in existence
on August
20, 1996 and elected to be treated as a United States person), all
within the
meaning of Section 7701(a)(30) of the Code.
"Unliquidated Advance": Any Advance previously made by a party
hereto that (i) is not a Nonrecoverable Advance, (ii) has been
previously
reimbursed to the party that made the Advance as a Workout-Delayed
Reimbursement
Amount pursuant to Section 3.05(a)(vii) out of principal
collections on other
Trust Mortgage Loans and (iii) was originally made with respect to
an item that
has not been subsequently recovered out of collections on or
proceeds of the
related Trust Mortgage Loan or any related REO Property (and
provided that no
Liquidation Event has occurred with respect to the related Trust
Mortgage Loan
or any related REO Property).
"Unrestricted Servicer Reports": Collectively, the CMSA
Delinquent
Loan Status Report, the CMSA Historical Loan Modification and
Corrected Mortgage
Loan Report, the CMSA Historical Liquidation Report, the CMSA REO
Status Report,
the CMSA Advance Recovery Report and, if and to the extent filed
with the
Securities and Exchange Commission, such reports and files as
would, but for
such filing, constitute Restricted Servicer Reports.
"USAP": The Uniform Single Attestation Program for Mortgage
Bankers
established by the Mortgage Bankers of America.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times
during the term
of this Agreement, 100% of the Voting Rights shall be allocated
among the
Holders of the Regular Certificates, the Class A-3FL Certificates
and the Class
A-4FC Certificates. Ninety-eight percent (98%) of the Voting Rights
shall be
allocated among the Class A-1, Class A-2, Class A-3, Class A-3FL,
Class A-1A,
Class A-SB, Class A-4, Class A-4FC, Class AM, Class AJ, 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 P and Class Q Certificates in proportion to the respective
Class
Principal Balances of their Certificates. Two percent (2%) in the
aggregate of
the Voting Rights shall be allocated to the Class X Certificates.
The Class Z
and the Residual Certificates shall have no voting rights. Voting
Rights
allocated to a Class of Certificateholders shall be allocated among
such
Certificateholders in standard proportion to the Percentage
Interests evidenced
by their respective Certificates. In addition, if the Master
Servicer is the
holder of any Certificates, the Master Servicer, in its capacity as
a
Certificateholder, shall have no Voting Rights with respect to
matters
concerning compensation affecting the Master Servicer.
"Weighted Average Net Mortgage Pass-Through Rate": With respect
to
any Distribution Date, the rate per annum equal to the weighted
average,
expressed as a percentage and rounded to six decimal places, of the
respective
Net Mortgage Pass-Through Rates applicable to the Trust Mortgage
Loans and any
Trust REO Loans for such Distribution Date, weighted on the basis
of their
respective Stated Principal Balances immediately following the
preceding
Distribution Date (or, in the case of the initial Distribution
Date, as of the
Closing Date).
"Workout-Delayed Reimbursement Amounts": With respect to any
Trust
Mortgage Loan, the amount of any Advance made with respect to such
Trust
Mortgage Loan on or before the date such Trust Mortgage Loan
becomes (or, but
for the making of three monthly payments under its modified terms,
would then
constitute) a Trust Corrected Mortgage Loan, together with (to the
extent
accrued and unpaid) interest on such Advances accruing before, on
and after such
date, to the extent that (i) such Advance is not reimbursed to the
Person who
made such Advance on or before the date, if any, on which such
Trust Mortgage
Loan becomes a Trust Corrected Mortgage Loan and (ii) the amount of
such Advance
becomes an obligation of the Mortgagor to pay such amount under the
terms of the
modified loan documents. That any amount constitutes all or a
portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit
the right of
any Person hereunder to determine that such amount instead
constitutes a
Nonrecoverable Advance.
"Workout Fee": With respect to each Corrected Mortgage Loan, the
fee
designated as such and payable to the Special Servicer pursuant to
the second
paragraph of Section 3.11(c).
"Workout Fee Rate": With respect to each Corrected Mortgage
Loan,
1.00%.
"Yield Maintenance Charge": Payments paid or payable, as the
context
requires, on a Mortgage Loan as the result of a Principal
Prepayment thereon,
not otherwise due thereon in respect of principal or interest,
which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to
compensate the
holder for reinvestment losses based on the value of an interest
rate index at
or near the time of prepayment. Any other prepayment premiums,
penalties and
fees not so calculated will not be considered "Yield Maintenance
Charges." In
the event that a Yield Maintenance Charge shall become due for any
particular
Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall
be required to follow the terms and provisions contained in the
applicable
Mortgage Note, provided, however, in the event the particular
Mortgage Note
shall not specify the U.S. Treasuries which shall be used in
determining the
discount rate or the reinvestment yield to be applied in such
calculation, the
Master Servicer or the Special Servicer, as applicable, shall be
required to use
those U.S. Treasuries having maturity dates most closely
approximating the
maturity of such Mortgage Loan. Accordingly if either no U.S.
Treasury issue, or
more than one U.S. Treasury issue, shall coincide with the term
over which the
Yield Maintenance Charge shall be calculated (which depending on
the applicable
Mortgage Note is based on the remaining average life of the
Mortgage Loan or the
actual term remaining through the Maturity Date), the Master
Servicer or the
Special Servicer, as applicable, shall use the U.S. Treasury whose
reinvestment
yield is the lowest, with such yield being based on the bid price
for such issue
as published in The Wall Street Journal on the date that is
fourteen days prior
to the date that the Yield Maintenance Charge shall become due and
payable (or,
if such bid price is not published on that date, the next preceding
date on
which such bid price is so published) and converted to a monthly
compounded
nominal yield. The monthly compounded nominal yield ("MEY") is
derived from the
reinvestment yield or discount rate and shall be defined as MEY =
12X
({(1+"BEY"/2)^1/6}-1) where BEY is defined as the U.S. Treasury
Reinvestment
Yield which is in decimal form and not in percentage, and 1/6 is
the exponential
power to which a portion of the equation is raised. For example,
using a BEY of
5.50%, the MEY = 12 X ({(1+ .055/2)^0.16667}-1) where .055 is the
decimal
version of the percentage 5.5% and 0.16667 is the decimal version
of the
exponential power. The MEY in the above calculation is 5.44%.
SECTION 1.02. Certain Adjustments to the Principal Distributions
on
the Certificates.
(a) If any party hereto is reimbursed out of general collections
on
the Mortgage Pool on deposit in the Collection Account for (i) any
unreimbursed
Advance that has been or is determined to be a Nonrecoverable
Advance (together
with interest accrued and payable thereon pursuant to Section
3.03(d) or Section
4.03(d), as applicable, to the extent such interest was paid
hereunder from a
source other than related Default Charges) or (ii) any
Workout-Delayed
Reimbursement Amount, then (for purposes of calculating
distributions on the
Certificates) such reimbursement and payment of interest shall be
deemed to have
been made:
first, out of any amounts then on deposit in the Collection
Account
that
represent payments or other collections of principal received by
the
Trust with
respect to the Trust Mortgage Loans and/or Trust REO Loans, in
the Loan
Group that includes the Trust Mortgage Loan or Trust REO Loan
in
respect of
which such Nonrecoverable Advance was made or in respect of
which such
Workout-Delayed Reimbursement Amount is outstanding, and which
amounts,
but for their application to reimburse such Nonrecoverable
Advance
(and/or to pay interest thereon) or to reimburse such
Workout-Delayed Reimbursement Amount, as the case may be, would
be
included
in the Available Distribution Amount for the related
Distribution
Date;
second, solely in the case of the reimbursement of a
Nonrecoverable
Advance
and/or the payment of interest thereon, out of any amounts then
on
deposit in
the Collection Account that represent any other payments or
other
collections of principal received by the Trust with respect to
the
Trust
Mortgage Loans or Trust REO Loans, in the Loan Group that does
not
include
the Trust Mortgage Loan or Trust REO Loan in respect of which
such
Nonrecoverable Advance was made or in respect of which such
Workout-Delayed Reimbursement Amount is outstanding, and which
amounts,
but for
their application to reimburse such Nonrecoverable Advance
(and/or
to pay
interest thereon) or to reimburse such Workout-Delayed
Reimbursement Amount, as the case may be, would be included in
the
Available
Distribution Amount for the related Distribution Date;
third, solely in the case of the reimbursement of a
Nonrecoverable
Advance
and/or the payment of interest thereon, out of any amounts then
on
deposit in
the Collection Account that represent any other payments or
other
collections received by the Trust with respect to the Trust
Mortgage
Loans or
Trust REO Loans in the Loan Group that includes the Trust
Mortgage
Loan or Trust REO Loan in respect of which such Nonrecoverable
Advance
was made, and which amounts, but for their application to
reimburse
a Nonrecoverable Advance and/or to pay interest thereon, would
be
included in the Available Distribution Amount for the related
Distribution Date;
fourth, solely in the case of the reimbursement of a
Nonrecoverable
Advance
and/or the payment of interest thereon, out of any amounts then
on
deposit in
the Collection Account that represent any other payments or
other
collections received by the Trust with respect to the Trust
Mortgage
Loans or
Trust REO Loans in the Loan Group that does not include the
Trust
Mortgage
Loan or Trust REO Loan in respect of which such Nonrecoverable
Advance
was made, and which amounts, but for their application to
reimburse
a Nonrecoverable Advance and/or to pay interest thereon, would
be
included in the Available Distribution Amount for the related
Distribution Date; and
fifth, solely in the case of the reimbursement of a
Nonrecoverable
Advance
and/or the payment of interest thereon, out of any other
amounts
then on
deposit in the Collection Account.
(b) If and to the extent that any payment or other collection
of
principal received on the Mortgage Pool during any Collection
Period is deemed
to be applied in accordance with clause first of Section 1.02(a) to
reimburse a
Nonrecoverable Advance (or to pay interest thereon) or to reimburse
a
Workout-Delayed Reimbursement Amount, then
(i) the Principal Distribution Amount for the related
Distribution
Date shall
be reduced by the portion of such payment or other collection
of
principal that, but for the application of this Section 1.02(b),
would
constitute
part of such Principal Distribution Amount; and
(ii) depending on whether such payment or other collection of
principal
relates to Loan Group 1 or Loan Group 2, there shall be a
corresponding reduction in the Loan Group 1 Principal Distribution
Amount
or the
Loan Group 2 Distribution Amount, as applicable, for the
related
Distribution Date.
(c) If and to the extent that any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount is reimbursed or interest on
any
Nonrecoverable Advance is paid out of payments or other collections
of principal
received on the Mortgage Pool (with a corresponding reduction to
the Principal
Distribution Amount, and to either or both of the Loan Group 1
Principal
Distribution Amount and the Loan Group 2 Principal Distribution
Amount, for the
relevant Distribution Date), and further if and to the extent that
the
particular item for which such Advance was originally made or
such
Workout-Delayed Reimbursement Amount is outstanding is subsequently
collected
out of payments or other collections in respect of the related
Trust Mortgage
Loan or Trust REO Loan (such item, upon collection, a "Recovered
Amount"), then
(without duplication of amounts already included therein):
(i) the Principal Distribution Amount for the Distribution Date
that
corresponds to the Collection Period in which such Recovered Amount
was
received,
shall be increased by an amount equal to the lesser of (A) such
Recovered
Amount and (B) any previous reduction in the Principal
Distribution Amount
for a prior Distribution Date pursuant to Section
1.02(b)
above resulting from the reimbursement of the subject
Nonrecoverable Advance (and/or the payment of interest thereon) or
the
reimbursement of the subject Workout-Delayed Reimbursement Amount,
as the
case may
be; and
(ii) the Loan Group 1 Principal Distribution Amount and/or the
Loan
Group 2
Principal Distribution Amount for the Distribution Date that
corresponds to the Collection Period in which such Recovered Amount
was
received,
shall be increased by an amount equal to the lesser of (A) such
Recovered
Amount and (B) any previous reduction in the Loan Group 1
Principal
Distribution Amount and/or the Loan Group 2 Principal
Distribution Amount, as applicable, for a prior Distribution Date
pursuant
to Section
1.02(b) above resulting from the reimbursement of the subject
Nonrecoverable Advance (and/or the payment of interest thereon) or
the
reimbursement of the subject Workout-Delayed Reimbursement Amount,
as the
case may
be;
provided that, if both the Loan Group 1 Principal Distribution
Amount and the
Loan Group 2 Principal Distribution Amount for a prior Distribution
Date were
reduced pursuant to Section 1.02(b) above as a result of the
reimbursement of
the subject Advance (and/or the payment of interest thereon) or
the
reimbursement of the subject Workout-Delayed Reimbursement Amount,
as the case
may be, and if the subject Recovered Amount is not sufficient to
cover the full
amount of such reductions, then such Recovered Amount shall be
applied to
increase the Loan Group 1 Principal Distribution Amount and the
Loan Group 2
Principal Distribution Amount in accordance with, and to the extent
permitted
by, clause (ii) of this Section 1.02(c) in reverse order of the
application of
payments and other collections of principal on the respective Loan
Groups in
accordance with Section 1.02(a) to reimburse the subject
Nonrecoverable Advance
(and/or pay interest thereon) or to reimburse the subject
Workout-Delayed
Reimbursement Amount, as the case may be.
&nbs
