EXHIBIT 4
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
J.E. ROBERT COMPANY, INC.,
Special Servicer
and
WELLS FARGO BANK, N.A.,
Trustee and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
March 30, 2005
J.P.Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2005-CIBC11
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02 Certain
Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by
Trustee........................................
Section 2.03 Representations, Warranties and
Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties........
Section 2.04 Execution of Certificates;
Issuance of Uncertificated
Lower-Tier Interests........................................
Section 2.05 Grantor Trust
Designations...................................
ARTICLE III
ADMINISTRATION AND
SERVICING
OF THE TRUST FUND
Section 3.01 Master Servicer to Act as Master
Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans..........................................
Section 3.02 Collection of Mortgage Loan
Payments.........................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts..........................................
Section 3.04 The Certificate Account, the
Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account, the Excess Interest Distribution
Account and the Floating Rate Account.......................
Section 3.05 Permitted Withdrawals from the
Certificate Account, the
Distribution Accounts, the Companion Distribution
Account, the Excess Interest Distribution Account and
the Floating
Rate Account...................................
Section 3.06 Investment of Funds in the
Certificate Account and the
REO Account.................................................
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Due-on-Sale
Clauses; Assumption Agreements....
Section 3.09 Realization Upon Defaulted
Mortgage Loans....................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Inspections; Collection of
Financial Statements..............
Section 3.13 Annual Statement as to
Compliance............................
Section 3.14 Reports by Independent Public
Accountants....................
Section 3.15 Access to Certain
Information................................
Section 3.16 Title to REO Property; REO
Account...........................
Section 3.17 Management of REO
Property...................................
Section 3.18 Sale of Defaulted Mortgage Loans
and REO Properties..........
Section 3.19 Additional Obligations of Master
Servicer and Special
Servicer....................................................
Section 3.20 Modifications, Waivers, Amendments
and Consents..............
Section 3.21 Transfer of Servicing Between
Master Servicer and Special
Servicer; Recordkeeping; Asset Status Report................
Section 3.22 Sub-Servicing
Agreements.....................................
Section 3.23 Representations, Warranties and
Covenants of the Master
Servicer....................................................
Section 3.24 Representations, Warranties and
Covenants of the Special
Servicer....................................................
Section 3.25 Interest Reserve
Account.....................................
Section 3.26 Excess Interest Distribution
Account.........................
Section 3.27 Directing Certificateholder
Contact with Master Servicer.....
Section 3.28 Controlling Class
Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder.................................
Section 3.29 Intercreditor
Agreements.....................................
Section 3.30 Companion Paying
Agent.......................................
Section 3.31 Companion
Register...........................................
Section 3.32 Swap
Contract................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02 Statements to Certificateholders;
CMSA Investor Reporting
Package (IRP)s; Grant of Power of Attorney..................
Section 4.03 P&I
Advances.................................................
Section 4.04 Allocation of Collateral Support
Deficit.....................
Section 4.05 Appraisal
Reductions.........................................
Section 4.06 Certificate Deferred
Interest................................
Section 4.07 Grantor Trust
Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates........
Section 5.03 Book-Entry
Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.05 Persons Deemed
Owners........................................
Section 5.06 Certificate Ownership
Certification..........................
Section 5.07 Appointment of Paying
Agent..................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the
Master Servicer and the
Special Servicer............................................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the
Master Servicer or the Special Servicer.....................
Section 6.03 Limitation on Liability of the
Depositor, the Master
Servicer, the Special Servicer and Others...................
Section 6.04 Depositor, Master Servicer and
Special Servicer Not to
Resign......................................................
Section 6.05 Rights of the Depositor in Respect
of the Master Servicer
and the Special Servicer....................................
Section 6.06 The Master Servicer and the
Special Servicer as
Certificate Owner...........................................
Section 6.07 The Directing
Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer
and Special Servicer
Termination.................................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
Section 7.04 Waiver of Events of
Default..................................
Section 7.05 Trustee as Maker of
Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of the Trustee and the
Paying Agent...................
Section 8.02 Certain Matters Affecting the
Trustee and the Paying Agent...
Section 8.03 Trustee and Paying Agent Not
Liable for Validity or
Sufficiency of Certificates or Mortgage Loans...............
Section 8.04 Trustee or Paying Agent May Own
Certificates.................
Section 8.05 Fees and Expenses of Trustee and
Paying Agent;
Indemnification of Trustee and Paying Agent.................
Section 8.06 Eligibility Requirements for
Trustee and the Paying Agent....
Section 8.07 Resignation and Removal of the
Trustee and Paying Agent......
Section 8.08 Successor Trustee or Paying
Agent............................
Section 8.09 Merger or Consolidation of Trustee
or Paying Agent...........
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................
Section 8.11 Appointment of
Custodians....................................
Section 8.12 Access to Certain
Information................................
Section 8.13 Representations and Warranties of
the Trustee................
Section 8.14 Representations and Warranties of
the Paying Agent...........
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Repurchase or
Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination
Requirements..........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Use of
Agents................................................
Section 10.03 Depositor, Master Servicer
and Special Servicer to
Cooperate with Paying Agent.................................
Section 10.04 Appointment of REMIC
Administrators..........................
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 Successors and Assigns; Third
Party Beneficiaries............
Section 11.09 Article and Section
Headings.................................
Section 11.10 Notices to the Rating
Agencies...............................
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2 Certificate
Exhibit A-3 Form
of Class A-3 Certificate
Exhibit A-4 Form
of Class A-4 Certificate
Exhibit A-5 Form
of Class A-SB Certificate
Exhibit A-6 Form
of Class A-1A Certificate
Exhibit A-7 Form
of Class X-1 Certificate
Exhibit A-8 Form
of Class X-2 Certificate
Exhibit A-9 Form
of Class A-J Certificate
Exhibit A-10 Form of
Class A-JFL Certificate
Exhibit A-11 Form of
Class B Certificate
Exhibit A-12 Form of
Class C Certificate
Exhibit A-13 Form of
Class D Certificate
Exhibit A-14 Form of
Class E Certificate
Exhibit A-15 Form of
Class F Certificate
Exhibit A-16 Form of
Class G Certificate
Exhibit A-17 Form of
Class H Certificate
Exhibit A-18 Form of
Class J Certificate
Exhibit A-19 Form of
Class K Certificate
Exhibit A-20 Form of
Class L Certificate
Exhibit A-21 Form of
Class M Certificate
Exhibit A-22 Form of
Class N Certificate
Exhibit A-23 Form of
Class P Certificate
Exhibit A-24 Form of
Class NR Certificate
Exhibit A-25 Form of
Class S Certificate
Exhibit A-26 Form of
Class R Certificate
Exhibit A-27 Form of
Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I-1 Form
of Regulation S Transfer Certificate during Restricted
Period
Exhibit I-2 Form
of Regulation S Transfer Certificate after Restricted
Period
Exhibit J
Form of Purchase Option Notice
Exhibit K
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate during
Restricted Period
Exhibit L
[Reserved]
Exhibit M
Controlling Class Certificateholder's Reports Checklist
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after
Restricted Period
Exhibit O
Form of Transfer Certificate of Regulation S Book-Entry
Certificate to Rule 144A Global Book-Entry Certificate during
Restricted
Period
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q
Form Certification to be Provided with Form 10-K
Exhibit R-1 Form
of Certification to be Provided to Depositor by Paying
Agent
Exhibit R-2 Form
of Certification to be Provided to Depositor by Master
Servicer
Exhibit R-3 Form
of Certification to be Provided to Depositor by
Special Servicer
Exhibit S
Initial Companion Holders
Exhibit T
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
Exhibit U
Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit V
Trustee Certification/Exception Report
Exhibit W
Realized Loss Report Form
SCHEDULES
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Class X Reference Rate Schedule
Schedule 4
Assumption Fees on Certain Mortgage Loans
Schedule 5
Class A-SB Planned Principal Balance Schedule
<PAGE>
This and Servicing Agreement (the "Agreement") is dated and
effective as of March 30, 2005, among J.P.
Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, GMAC
Commercial Mortgage Corporation, as Master
Servicer, J.E. Robert Company, Inc., as
Special Servicer, and Wells Fargo Bank,
N.A., as Trustee and as Paying Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the
"Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which
in the aggregate will evidence the
entire beneficial ownership interest in the
trust fund (the "Trust Fund") to be
created hereunder, the primary assets of
which will be a pool of commercial,
multifamily and manufactured housing
community mortgage loans (the "Mortgage
Loans"). As provided herein, the Paying
Agent shall elect or shall cause an
election to be made to treat the Trust Fund
(exclusive of the Class A-JFL
Regular Interest, the Swap Contract, the
Floating Rate Account, the Excess
Interest, the Excess Interest Distribution
Account and the proceeds thereof) for
federal income tax purposes as two separate
real estate mortgage investment
conduits (the "Upper-Tier REMIC" and the
"Lower-Tier REMIC" as described
herein).
The parties intend that the portions of the Trust Fund
representing
(i) the Excess Interest, the Excess
Interest Distribution Account and the
proceeds thereof and (ii) the Class A-JFL
Regular Interest, the Swap Contract,
the Floating Rate Account and the proceeds
thereof will be treated as a grantor
trust under subpart E of Part I of
subchapter J of the Code and that the
beneficial interests therein will be
represented by the Class S Certificates and
the Class A-JFL Certificates,
respectively.
LOWER-TIER REMIC
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8,
Class LA-1A-9, Class LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13,
Class LA-1A-14, Class LA-1A-15, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-2-5, Class LA-2-6,
Class LA-3-1, Class LA-3-2, Class LA-4-1,
Class LA-4-2, Class LA-4-3, Class
LA-4-4, Class LA-4-5, Class LA-4-6, Class
LA-SB-1, Class LA-SB-2, Class LA-SB-3,
Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class LA-J, Class LA-JFL, Class LB,
Class LC-1, Class LC-2, Class LD-1, Class
LD-2, Class LD-3, Class LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2,
Class LG-1, Class LG-2, Class LH-1,
Class LH-2, Class LH-3, Class LJ, Class
LK-1, Class LK-2, Class LL, Class LM,
Class LN, Class LP and Class LNR
Uncertificated Interests will evidence "regular
interests" in the Lower-Tier REMIC created
hereunder. The sole Class of
"residual interests" in the Lower-Tier
REMIC will be evidenced by the Class LR
Certificates.
The following table sets forth the Original Lower-Tier
Principal
Amounts and per annum rates of interest for
the Uncertificated Lower-Tier
Interests and the Class LR
Certificates:
Original
Lower-Tier
Principal
Class Designation
Interest Rate
Amount
----------------------- -----------------
--------------------
Class LA-1-1
(1)
$4,540,000
Class LA-1-2
(1)
$14,362,000
Class LA-1-3
(1)
$32,021,000
Class LA-1-4
(1)
$23,567,000
Class LA-1A-1
(1)
$499,000
Class LA-1A-2
(1)
$700,000
Class LA-1A-3
(1)
$4,343,000
Class LA-1A-4
(1)
$4,856,000
Class LA-1A-5
(1)
$4,785,000
Class LA-1A-6
(1)
$4,617,000
Class LA-1A-7
(1)
$4,866,000
Class LA-1A-8
(1)
$4,697,000
Class LA-1A-9
(1)
$4,625,000
Class LA-1A-10
(1)
$9,468,000
Class LA-1A-11
(1)
$4,301,000
Class LA-1A-12
(1)
$17,418,000
Class LA-1A-13
(1)
$3,738,000
Class LA-1A-14
(1)
$15,418,000
Class LA-1A-15
(1)
$127,877,000
Class LA-2-1
(1)
$17,224,000
Class LA-2-2
(1)
$42,702,000
Class LA-2-3
(1)
$34,943,000
Class LA-2-4
(1)
$34,778,000
Class LA-2-5
(1)
$33,446,000
Class LA-2-6
(1)
$8,885,000
Class LA-3-1
(1)
$24,008,000
Class LA-3-2
(1)
$122,626,000
Class LA-4-1
(1)
$40,772,000
Class LA-4-2
(1)
$17,586,000
Class LA-4-3
(1)
$16,509,000
Class LA-4-4
(1)
$15,249,000
Class LA-4-5
(1)
$108,348,000
Class LA-4-6
(1)
$528,796,000
Class LA-SB-1
(1)
$3,212,000
Class LA-SB-2
(1)
$11,154,000
Class LA-SB-3
(1)
$11,040,000
Class LA-SB-4
(1)
$11,899,000
Class LA-SB-5
(1)
$11,632,000
Class LA-SB-6
(1)
$59,267,000
Class LA-J
(1)
$67,063,000
Class LA-JFL
(1)
$50,000,000
Class LB
(1)
$45,025,000
Class LC-1
(1)
$552,000
Class LC-2
(1)
$17,457,000
Class LD-1
(1)
$4,554,000
Class LD-2
(1)
$11,767,000
Class LD-3
(1)
$10,694,000
Class LE-1
(1)
$1,876,000
Class LE-2
(1)
$12,859,000
Class LE-3
(1)
$7,777,000
Class LF-1
(1)
$12,026,000
Class LF-2
(1)
$12,737,000
Class LG-1
(1)
$14,622,000
Class LG-2
(1)
$3,388,000
Class LH-1
(1)
$6,791,000
Class LH-2
(1)
$16,607,000
Class LH-3
(1)
$1,365,000
Class LJ
(1)
$6,754,000
Class LK-1
(1)
$5,256,000
Class LK-2
(1)
$3,749,000
Class LL
(1)
$6,753,000
Class LM
(1)
$4,503,000
Class LN
(1)
$4,502,000
Class LP
(1)
$6,754,000
Class LNR
(1)
$24,763,663
Class LR
None(2)
None(2)
(1) The interest rate for such
Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining
in the
Lower-Tier
Distribution Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
Class
A-1A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class
N, Class P, Class NR, Class X-1 and
Class X-2 Certificates and the Class A-JFL
Regular Interest will evidence
"regular interests" in the Upper-Tier REMIC
created hereunder. The sole Class of
"residual interests" in the Upper-Tier
REMIC created hereunder will be evidenced
by the Class R Certificates.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the
aggregate initial principal amount (the
"Original Certificate Balance") or Notional
Amount ("Original Notional Amount"),
as applicable, and the initial ratings
given each Class by the Rating Agencies
for each Class of Certificates and the
Class A-JFL Regular Interest comprising
the interests in the Upper-Tier REMIC
created hereunder:
Original
Initial
Certificate
Pass-Through Balance or
Ratings(1)
Rate
Notional Amount
(S&P/Moody's)
---------------------------- -------------
------------------ ----------------
Class A-1 Certificates(2) 4.5200%
$74,490,000
AAA/Aaa
Class A-2 Certificates(2) 5.0160%
$171,978,000
AAA/Aaa
Class A-3 Certificates(2) 5.1970%
$146,634,000
AAA/Aaa
Class A-4 Certificates(2) 5.3350%(3)
$727,260,000
AAA/Aaa
Class A-SB Certificates(2) 5.2010%(3)
$108,204,000
AAA/Aaa
Class A-1A Certificates(2) 5.3558%(7)
$212,208,000
AAA/Aaa
Class A-J Certificates
5.4568%(7)
$67,063,000
AAA/Aaa
Class A-JFL Regular
5.3350%(3)
$50,000,000
AA/Aa2
Interest(4)
Class B Certificates
5.5068%(7)
$45,025,000
AA-/Aa3
Class C Certificates
5.5378%(7)
$18,009,000
A+/A1
Class D Certificates
5.5438%(8)
$27,015,000 A/A2
Class E Certificates
5.5438%(8)
$22,512,000
A-/A3
Class F Certificates
5.5438%(8)
$24,763,000
BBB+/Baa1
Class G Certificates
5.5438%(8)
$18,010,000
BBB/Baa2
Class H Certificates
5.5438%(8)
$24,763,000
BBB-/Baa3
Class J Certificates
5.1310%(3)
$6,754,000
BB+/Ba1
Class K Certificates
5.1310%(3)
$9,005,000
BB/Ba2
Class L Certificates
5.1310%(3)
$6,753,000
BB-/Ba3
Class M Certificates
5.1310%(3)
$4,503,000
B+/B1
Class N Certificates
5.1310%(3)
$4,502,000
B/B2
Class P Certificates
5.1310%(3)
$6,754,000
B-/B3
Class NR Certificates
5.1310%(3)
$24,763,663
*/*
Class R Certificates
None(9)
N/A
*/*
Class X-1 Certificates
0.0390%(10)
$1,800,968,663(11 AAA/Aaa
Class X-2 Certificates
0.2396%(10)
$1,755,407,000(11) AAA/Aaa
(1) The Certificates marked with
an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes of making
distributions to the Class A-1, Class A-2, Class
A-3, Class
A-4, Class A-SB and Class A-1A Certificates, the pool of
Mortgage
Loans will be deemed to consist of two distinct Loan Groups,
Loan
Group 1
and Loan Group 2.
(3) Subject to a maximum
Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(4) The Class A-JFL Regular
Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-JFL Certificates in exchange therefor.
(5) The Certificate Balance of
the Class A-JFL Certificates will be equal at
all times
to the Certificate Balance of the Class A-JFL Regular Interest.
The
Original Certificate Balance of the Class A-JFL Certificates will
be
equal to
$50,000,000.
(6) The Class A-JFL Regular
Interest will not be rated. The ratings shown are
with
respect to the Class A-JFL Certificates and only reflect receipt
of
interest
at the Class A-JFL Regular Interest Pass-Through Rate.
(7) The Pass-Through Rate for
any Distribution Date for the Class A-1A, Class
A-J, Class
B and Class C Certificates will be a per annum rate equal to
the
Weighted Average Net Mortgage Rate for the Distribution Date
minus
0.188%,
0.087%, 0.037% and 0.006%, respectively.
(8) The Pass-Through Rate for
any Distribution Date for the Class D, Class E,
Class F,
Class G and Class H Certificates will be the Weighted Average
Net
Mortgage
Rate.
(9) The Class R Certificates do
not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
(10) The Pass-Through Rates for each of
the Class X-1 and Class X-2
Certificates will be calculated in accordance with the related
definitions
of "Class
X-1 Pass-Through Rate" and "Class X-2 Pass-Through Rate," as
applicable.
(11) The Class X-1 and Class X-2
Certificates will not have a Certificate
Balance;
rather, each such Class of Certificates will accrue interest as
provided
herein on the related Class X-1 Notional Amount and Class X-2
Notional
Amount, as applicable.
As of the close of business on the Cut-off Date, the Mortgage
Loans
had an aggregate principal balance, after
application of all payments of
principal due on or before such date,
whether or not received, equal to
$1,800,968,663.
6 mortgage loans, the Poydras Plaza Companion Loan, 1110 South
Avenue Companion Loan, Mountain Valley
Apartments Companion Loan, Cambridge
Court Apartments Companion Loan,
Presidential Estates Companion Loan and La
Ventana Apartments Companion Loan
(collectively, the "Companion Loans") are not
part of the Trust Fund, but are secured by
the same Mortgage that secures the
related Mortgage Loan (each, an "AB
Mortgage Loan" and, collectively, the "AB
Mortgage Loans") that is part of the Trust
Fund. As and to the extent provided
herein, the Companion Loans will be
serviced and administered in accordance with
this Agreement. Amounts attributable to the
Companion Loans will not be assets
of the Trust Fund, and (except to the
extent that such amounts are payable or
reimbursable to any party to this
Agreement) will be owned by the related
Companion Holders.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Paying
Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the
following capitalized terms, unless
the context otherwise requires, shall have
the meanings specified in this
Article.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in
the
Mortgage Loan Schedule.
"1110 South Avenue AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as
loan number 23.
"1110 South Avenue Companion Loan": That certain loan evidenced by
a
promissory B note, which is not an asset of
the Trust Fund, secured by the
Mortgaged Property securing the 1110 South
Avenue AB Mortgage Loan.
"1110 South Avenue Intercreditor Agreement": That certain
Intercreditor Agreement Among Noteholders,
dated as of December 30, 2004, by and
between CIBC Inc., as the A Note Holder,
and CBA Mezzanine Capital Finance, LLC,
as the B Note Holder. The 1110 South Avenue
Intercreditor Agreement relates to
the 1110 South Avenue AB Mortgage Loan.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan
or
Loan Pair, other than a Mortgage Loan or a
Loan Pair that expressly requires the
Mortgagor to maintain insurance coverage
for acts of terrorism, a default under
the related Mortgage Loan documents arising
by reason of (i) any failure on the
part of the related Mortgagor to maintain
with respect to the related Mortgaged
Property specific insurance coverage with
respect to, or an all-risk casualty
insurance policy that does not specifically
exclude, terrorist or similar acts,
and/or (ii) any failure on the part of the
related Mortgagor to maintain with
respect to the related Mortgaged Property
insurance coverage with respect to
terrorist or similar acts upon terms not
materially less favorable than those in
place as of March 30, 2005, in each case as
to which default the Master Servicer
and the Special Servicer may forbear taking
any enforcement action, provided
that the Special Servicer has determined,
in its reasonable judgment, based on
inquiry consistent with the Servicing
Standards and after non-binding
consultation with the Directing
Certificateholder, that either (a) such
insurance is not available at commercially
reasonable rates and that such
hazards are not at the time commonly
insured against for properties similar to
the related Mortgaged Property and located
in or around the region in which such
related Mortgaged Property is located, or
(b) such insurance is not available at
any rate; provided, however, the Directing
Certificateholder will not have more
than 30 days to respond to the Master
Servicer's or Special Servicer's request
for consultation; provided, further, that
upon the Master Servicer's or Special
Servicer's determination, consistent with
the Servicing Standards, that exigent
circumstances do not allow the Master
Servicer or Special Servicer to consult
with the Directing Certificateholder, the
Master Servicer or Special Servicer
will not be required to do so. Each of the
Master Servicer and the Special
Servicer shall be entitled to rely on
insurance consultants in making
determinations described above. The costs
of such insurance consultants shall be
paid from the Certificate Account as a
Servicing Advance to the extent the
Mortgage Loan documents do not prohibit
such amounts from being collected from
the related Mortgagor and otherwise as an
expense of the Trust Fund.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates
(other than the Class A-JFL, Class S
and Residual Certificates) and the Class
A-JFL Regular Interest, an amount equal
to interest for the related Interest
Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates or
Class A-JFL Regular Interest, as
applicable, for such Distribution Date,
accrued on the related Certificate
Balance (or with respect to the Class X-1
and Class X-2 Certificates, the
Notional Amount of such Class) outstanding
immediately prior to such
Distribution Date (provided that for
interest accrual purposes any distributions
in reduction of Certificate Balance or
Notional Amount or reductions in
Certificate Balance or Notional Amount as a
result of allocations of Collateral
Support Deficit, as applicable, on the
Distribution Date occurring in an
Interest Accrual Period shall be deemed to
have been made on the first day of
such Interest Accrual Period). Accrued
Certificate Interest shall be calculated
on the basis of a 360-day year consisting
of twelve 30-day months.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other
than the lender under such Mortgage
Loan as of the Closing Date as set forth on
Schedule 1 hereto, as increased or
decreased from time to time pursuant to the
terms of the related subordinate
loan documents (including any subordination
agreement).
"Additional Exclusions": Exclusions in addition to those
customarily
found in the insurance policies for
mortgaged properties similar to the
Mortgaged Properties on September 11,
2001.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the
sum of the Servicing Fee Rate and the
Trustee Fee Rate, in each case computed on
the basis of the Stated Principal Balance
of the related Mortgage Loan and in
the same manner as interest is calculated
on such Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that
is indicated on the Mortgage Loan Schedule
as having a Revised Rate, the date
upon which such Mortgage Loan commences
accruing interest at such Revised Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be
(a) the tax laws of the State of New
York and the State of Minnesota; and (b)
such other state or local tax laws
whose applicability shall have been brought
to the attention of the Trustee and
the Paying Agent by either (i) an Opinion
of Counsel delivered to it, or (ii)
written notice from the appropriate taxing
authority as to the applicability of
such state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in
properties of like kind and in the same
area, prepared in accordance with 12 C.F.R.
225.64, or, in connection with an
Appraisal Reduction, a valuation meeting
the requirements of clause (b)(i)(A)(2)
in the definition of Appraisal
Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal
Reduction Event has occurred, will be an
amount calculated by the Master Servicer,
based upon the appraised value
determined by the Special Servicer (in
consultation with the Directing
Certificateholder), as of the first
Determination Date that is at least 10
Business Days following the date on which
the Special Servicer receives or
performs and delivers to the Master
Servicer the related Appraisal, equal to the
excess of (a) the Stated Principal Balance
of such Mortgage Loan and any related
Companion Loan, over (b) the excess of (i)
the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as
determined (1) by one or more
Appraisals with respect to any Mortgage
Loan (together with any other Mortgage
Loan cross-collateralized with such
Mortgage Loan) with an outstanding principal
balance equal to or in excess of $2,000,000
(the costs of which shall be paid by
the Master Servicer as an Advance) or (2)
by an internal valuation performed by
the Special Servicer with respect to any
Mortgage Loan (together with any other
Mortgage Loan cross-collateralized with
such Mortgage Loan) with an outstanding
principal balance less than $2,000,000, and
(B) all escrows, letters of credit
and reserves in respect of such Mortgage
Loan as of the date of calculation over
(ii) the sum of, as of the Due Date
occurring in the month of the date of
determination, (A) to the extent not
previously advanced by the Master Servicer
or the Trustee, all unpaid interest due on
such Mortgage Loan at a per annum
rate equal to its Mortgage Rate (and any
accrued and unpaid interest on any
related Companion Loan), (B) all
unreimbursed Advances and interest thereon at
the Reimbursement Rate in respect of such
Mortgage Loan and (C) all currently
due and unpaid real estate taxes,
assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other
amounts due and unpaid with respect
to such Mortgage Loan (which taxes,
premiums, ground rents and other amounts
have not been the subject of an Advance by
the Master Servicer or the Trustee,
as applicable); provided, however, without
limiting the Special Servicer's
obligation to order and obtain such
Appraisal, if the Special Servicer has not
obtained the Appraisal or valuation, as
applicable, referred to above within 60
days of the Appraisal Reduction Event (or
with respect to the reduction event
set forth in clauses (i) and (vi) of the
definition of Appraisal Reduction
Event, within 120 days after the initial
delinquency for the related Appraisal
Reduction Event), the amount of the
Appraisal Reduction shall be deemed to be an
amount equal to 25% of the current Stated
Principal Balance of the related
Mortgage Loan (or AB Mortgage Loan and its
related Companion Loan in the case of
an AB Mortgage Loan) until such time as
such appraisal or valuation referred to
above is received and the Appraisal
Reduction is calculated. Within 60 days
after the Appraisal Reduction Event, the
Special Servicer shall order and
receive an Appraisal (the cost of which
shall be paid as a Servicing Advance);
provided, however, that with respect to an
Appraisal Reduction Event as set
forth in clause (i) of the definition of
Appraisal Reduction Event, the Special
Servicer shall order and receive such
Appraisal within the 120-day period set
forth in such clause (i), which Appraisal
shall be delivered by the Special
Servicer to the Master Servicer, the
Directing Certificateholder, the Paying
Agent and the Trustee.
With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such
Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking
into account any amendment or
modification of such Mortgage Loan)), the
Special Servicer shall, within thirty
(30) days of each anniversary of the
related Appraisal Reduction Event, order an
Appraisal (which may be an update of a
prior Appraisal), the cost of which shall
be a Servicing Advance and to the extent it
would be a Nonrecoverable Advance, a
Trust expense, or conduct an internal
valuation, as applicable and, promptly
following receipt and acceptance of any
such Appraisal, shall deliver a copy
thereof to the Master Servicer, the
Directing Certificateholder, the Paying
Agent and the Trustee. Based upon such
Appraisal or internal valuation of the
Special Servicer, the Master Servicer shall
redetermine and report to the
Special Servicer, the Paying Agent and the
Trustee the amount of the Appraisal
Reduction with respect to such Mortgage
Loan and such redetermined Appraisal
Reduction shall replace the prior Appraisal
Reduction with respect to such
Mortgage Loan. Notwithstanding the
foregoing, the Special Servicer will not be
required to obtain an Appraisal or conduct
an internal valuation, as applicable,
with respect to a Mortgage Loan which is
the subject of an Appraisal Reduction
Event to the extent the Special Servicer
has obtained an Appraisal or conducted
such a valuation (in accordance with
requirements of this Agreement), as
applicable, with respect to the related
Mortgaged Property within the
twelve-month period immediately prior to
the occurrence of such Appraisal
Reduction Event. Instead, the Special
Servicer may use such prior Appraisal or
valuation, as applicable, in calculating
any Appraisal Reduction with respect to
such Mortgage Loan; provided that the
Special Servicer is not aware of any
material change to the related Mortgaged
Property having occurred and affecting
the validity of such appraisal or
valuation, as applicable.
Any Mortgage Loan previously subject to an Appraisal Reduction
which
Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking
into account any amendment or modification
of such Mortgage Loan), and with
respect to which no other Appraisal
Reduction Event has occurred and is
continuing, will no longer be subject to an
Appraisal Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage
Loan or the related REO Property will
be reduced to zero as of the date on which
such Mortgage Loan is paid in full,
liquidated, repurchased or otherwise
removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan,
the
earliest of (i) 120 days after a
delinquency not cured by the Mortgagor or the
Companion Holder (without regard to the
application of any grace period) occurs
in respect of such Mortgage Loan, (ii) the
date on which a reduction in the
amount of Monthly Payments on such Mortgage
Loan, or a change in any other
material economic term of such Mortgage
Loan (other than an extension of the
Maturity Date), becomes effective as a
result of a modification of such Mortgage
Loan by the Special Servicer, (iii) the
date on which a receiver has been
appointed, (iv) 60 days after a Mortgagor
declares bankruptcy, (v) 60 days after
the date on which an involuntary petition
of bankruptcy is filed with respect to
a Mortgagor if not dismissed within such
time, (vi) 90 days after a delinquency
not cured by the Mortgagor or the Companion
Holder occurs in respect of a
Balloon Payment with respect to such
Mortgage Loan except where a refinancing is
anticipated within 120 days after the
Maturity Date of the Mortgage Loan in
which case 120 days after such uncured
delinquency, and (vii) immediately after
such Mortgage Loan becomes an REO Loan;
provided, however, that an Appraisal
Reduction Event shall not occur at any time
when the aggregate Certificate
Balances of all Classes of Certificates
(other than the Class A Certificates)
have been reduced to zero. The Special
Servicer shall notify the Master
Servicer, or the Master Servicer shall
notify the Special Servicer, as
applicable, promptly upon the occurrence of
any of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an
Appraisal of the Mortgaged Property
securing the related Mortgage Loan.
"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 Excess Interest
at the rate specified in the related
Mortgage Note and the Mortgagor is required
to apply excess monthly cash flow
generated by the related Mortgaged Property
to the repayment of the outstanding
principal balance on such Mortgage
Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar instrument executed by the
Mortgagor, assigning to the mortgagee all
of the income, rents and profits
derived from the ownership, operation,
leasing or disposition of all or a
portion of such Mortgaged Property, in the
form which was duly executed,
acknowledged and delivered, as amended,
modified, renewed or extended through
the date hereof and from time to time
hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in
respect of its Balloon Payment
(including any REO Loan as to which the
Balloon Payment would have been past
due), an amount equal to the sum of (a) the
principal portion of the Monthly
Payment that would have been due on such
Mortgage Loan on the related Due Date
based on the constant payment required by
the related Mortgage Note or the
original amortization schedule thereof (as
calculated with interest at the
related Mortgage Rate), if applicable,
assuming such Balloon Payment has not
become due, after giving effect to any
reduction in the principal balance
thereof occurring in connection with a
modification of such Mortgage Loan in
connection with a default or bankruptcy or
similar proceedings, and (b) interest
on the Stated Principal Balance of such
Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee
Rate).
"Authenticating Agent": The Paying Agent or any agent of the
Trustee
appointed to act as Authenticating Agent
pursuant to Section 5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of
(without duplication):
the aggregate amount relating to the Mortgage Loans on deposit
in
the
Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited
to
any
portion of the Certificate Account that is held for the benefit of
the
Companion
Holders) and the Lower-Tier Distribution Account (without
regard
to any
payments made to or received from the Swap Counterparty) as of
the
close of
business on the related P&I Advance Date, exclusive of
(without
duplication):
(i) all Monthly Payments paid by the Mortgagors that are due
on a Due Date following the end of the related Due Period and,
with
respect to
the first Due Date, for those Mortgage Loans that were
closed in February 2005 but have their first Due Date in April
2005,
any interest amounts relating to the period prior to the
Cut-off
Date;
(ii) all unscheduled Principal Prepayments (together with any
related payments of interest allocable to the period following
the
related Due Date for the related Mortgage Loan), Liquidation
Proceeds or Insurance and Condemnation Proceeds, in each case,
received subsequent to the related Determination Date (or, with
respect to voluntary Principal Prepayments for each Mortgage
Loan
with a Due Date occurring after the related Determination Date,
the
related Due Date);
(iii) all amounts payable or reimbursable to any Person from
the Certificate Account pursuant to clauses (ii) through
(xvii),
inclusive, and clauses (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account pursuant to clauses (ii)
through
(vii), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in the Certificate Account, the
Lower-Tier Distribution Account and, without duplication, the
REO
Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in
(1) each January or (2) any December in a year immediately
preceding
a year which is not a leap year, an amount equal to one day of
interest on the Stated Principal Balance of such Mortgage Loan as
of
the Due Date in the month preceding the month in which such
Distribution Date occurs at the related Mortgage Rate to the
extent
such amounts are to be deposited in the Interest Reserve Account
and
held for future distribution pursuant to Section 3.25;
if and to the extent not already included in clause (a) hereof,
the
aggregate
amount transferred from the REO Account to the Certificate
Account
for such Distribution Date pursuant to Section 3.16(c);
the aggregate amount of any P&I Advances made by the Master
Servicer
or the
Trustee, as applicable, for such Distribution Date pursuant to
Section
4.03 or 7.05 (net of the related Trustee Fee with respect to
the
Mortgage
Loans for which such P&I Advances are made);
for the Distribution Date occurring in each March, the Withheld
Amounts
remitted to the Lower-Tier Distribution Account pursuant to
Section
3.25(b); and
with respect to the first Distribution Date, the Closing Date
Deposit
Amount deposited into the Distribution Account pursuant to
Section
2.01(g).
Notwithstanding the investment of funds
held in the Certificate Account pursuant
to Section 3.06, for purposes of
calculating the Available Distribution Amount,
the amounts so invested shall be deemed to
remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion Loan that
by
its original terms or by virtue of any
modification entered into as of the
Closing Date provides for an amortization
schedule extending beyond its Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Monthly
Payment payable on the Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to
any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class A-1A, Class
A-J, Class B, Class C, Class D, Class
E, Class F, Class G and Class H Certificate
and the Class A-JFL Regular Interest
is a fraction (a) whose numerator is the
greater of (x) zero and (y) the amount
by which (i) the Pass-Through Rate on such
Class of Certificates or the Class
A-JFL Regular Interest, as applicable,
exceeds (ii) the discount rate used in
accordance with the related Mortgage Loan
documents in calculating the Yield
Maintenance Charge with respect to such
Principal Prepayment and (b) whose
denominator is the amount by which (i) the
Mortgage Rate on such Mortgage Loan
exceeds (ii) the discount rate used in
accordance with the related Mortgage Loan
documents in calculating the Yield
Maintenance Charge with respect to such
Principal Prepayment. However, under no
circumstances shall the Base Interest
Fraction be greater than one. If such
discount rate is greater than the Mortgage
Rate on such Mortgage Loan, then the Base
Interest Fraction will equal zero. The
Master Servicer shall provide to the Paying
Agent the discount rate references
above for purposes of calculating the Base
Interest Fraction.
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor and the proceeds of
any bid pursuant to Section 7.01(c),
the amount of such proceeds (net of any
expenses incurred in connection with
such bid and the transfer of servicing),
multiplied by a fraction equal to (a)
the Servicing Fee Amount for the Master
Servicer or such Sub-Servicer therefor,
as the case may be, as of such date of
determination, over (b) the aggregate of
the Servicing Fee Amounts for the Master
Servicer and all Sub-Servicers therefor
as of such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New
York, Overland Park, Kansas,
Chicago, Illinois, Columbia, Maryland,
Minneapolis, Minnesota, or the city and
state in which the Corporate Trust Office
of the Trustee, or the principal place
of business of the Master Servicer, the
Paying Agent or the Special Servicer is
located, are authorized or obligated by law
or executive order to remain closed.
"Cambridge Court Apartments AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan
Schedule as loan number 71.
"Cambridge Court Apartments Companion Loan": That certain loan
evidenced by a promissory B note, which is
not an asset of the Trust Fund,
secured by the Mortgaged Property securing
the Cambridge Court Apartments AB
Mortgage Loan.
"Cambridge Court Apartments Intercreditor Agreement": That
certain
Intercreditor Agreement Among Noteholders,
dated as of March 1, 2005, by and
between CIBC Inc., as the A Note Holder,
and CBA Mezzanine Capital Finance, LLC,
as the B Note Holder. The Cambridge Court
Apartments Intercreditor Agreement
relates to the Cambridge Court Apartments
AB Mortgage Loan.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series
2005-CIBC11, as executed and delivered by the
Certificate Registrar and authenticated and
delivered hereunder by the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
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, on behalf of
Wells Fargo Bank, N.A., as Trustee, in
trust for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-CIBC11, Certificate Account." Any such
account or accounts shall be an Eligible
Account. Subject to the related
Intercreditor Agreement and taking into
account that each Companion Loan is
subordinate to the related AB Mortgage Loan
to the extent set forth in the
related Intercreditor Agreement, the
subaccount described in the next to last
paragraph of Section 3.04(a) that is part
of the Certificate Account shall be
for the benefit of the related Companion
Holder, to the extent funds on deposit
in such subaccount are attributed to such
Companion Loan and shall not be an
asset of the Trust Fund or the Upper-Tier
REMIC or Lower-Tier REMIC formed
hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the
Class S Certificates and the Class X
Certificates) and the Class A-JFL Regular
Interest, (i) on or prior to the first
Distribution Date, an amount equal to the
Original Certificate Balance of such
Class as specified in the Preliminary
Statement hereto, and (ii) as of any date
of determination after the first
Distribution Date, the Certificate Balance of
such Class of Certificates or the Class
A-JFL Regular Interest on the
Distribution Date immediately prior to such
date of determination (determined as
adjusted pursuant to Section 1.02(iii)).
The Certificate Balance of the Class
A-JFL Certificates shall be equal at all
times to the Certificate Balance of the
Class A-JFL Regular Interest at all
times.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates and
the Class A-JFL Regular Interest, the
amount of Mortgage Deferred Interest
allocated to such Class of Certificates or
the Class A-JFL Regular Interest pursuant
to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates,
as
of any date of determination, a fraction,
expressed as a decimal carried to at
least eight (8) places, the numerator of
which is the then related Certificate
Balance, and the denominator of which is
the related Original Certificate
Balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Ownership Certification": As defined in Section
5.06.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant
to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided, however, that
solely for the purposes of giving any
consent, approval or waiver pursuant to
this Agreement, any Certificate registered
in the name of the Master Servicer,
the Special Servicer, the Trustee, the
Paying Agent, the Depositor, or any
Affiliate thereof shall be deemed not to be
outstanding, and the Voting Rights
to which it is entitled shall not be taken
into account in determining whether
the requisite percentage of Voting Rights
necessary to effect any such consent,
approval or waiver has been obtained, if
such consent, approval or waiver sought
from such party would in any way increase
its compensation or limit its
obligations as Master Servicer, Special
Servicer, Depositor or Trustee, as
applicable, hereunder; provided, however,
so long as there is no Event of
Default with respect to the Master Servicer
or the Special Servicer, the Master
Servicer and the Special Servicer shall be
entitled to exercise such Voting
Rights with respect to any issue which
could reasonably be believed to adversely
affect such party's compensation or
increase its obligations or liabilities
hereunder; and provided, further, however,
that such restrictions shall not
apply to the exercise of the Special
Servicer's rights (or the Master Servicer's
rights, if any) or any of their Affiliates
as a member of the Controlling Class.
The Trustee and the Paying Agent shall each
be entitled to request and rely upon
a certificate of the Master Servicer, the
Special Servicer or the Depositor in
determining whether a Certificate is
registered in the name of an Affiliate of
such Person. All references herein to
"Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as
they may indirectly exercise such
rights through the Depository and the
Depository Participants, except as
otherwise specified herein; provided,
however, that the parties hereto shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the
Certificates bearing the same alphabetical
(and, if applicable, numerical) Class
designation and each designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2,
Class
A-3, Class A-4 and Class A-SB
Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit
A-1 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
4.5200%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit
A-6 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC
for purposes of the REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the
Weighted Average Net Mortgage Rate minus
0.188%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit
A-2 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
5.0160%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, in the form of Exhibit
A-3 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to
5.1970%.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, in the form of Exhibit
A-4 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser
of (i) 5.3350% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit
A-9 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the
Weighted Average Net Mortgage Rate minus
0.087%.
"Class A-JFL Available Funds": With respect to any Distribution
Date, will equal the sum of (i) the total
amount of all principal and/or
interest distributions on or in respect of
the Class A-JFL Regular Interest with
respect to such Distribution Date and (ii)
the amounts, if any, received from
the Swap Counterparty pursuant to the Swap
Contract for such Distribution Date,
less (iii) all amounts (exclusive of any
Yield Maintenance Charges allocated in
respect of the Class A-JFL Regular
Interest) required to be paid to the Swap
Counterparty pursuant to the Swap Contract
for such Distribution Date.
"Class A-JFL Certificate": A Certificate designated as "Class
A-JFL"
on the face thereof, in the form of Exhibit
A-10 hereto, and evidencing an
undivided beneficial in the portion of the
Grantor Trust consisting of the Class
A-JFL Regular Interest, the Floating Rate
Account, the Swap Contract and the
proceeds thereof.
"Class A-JFL Distribution Conversion": With respect to any
Distribution Date (i) during the
continuation of a Swap Default while the
Trustee (or the Paying Agent on its behalf)
is pursuing remedies under the Swap
Contract pursuant to Section 3.32, or (ii)
following the termination of the Swap
Contract, the conversion of distributions
to the Class A-JFL Certificates from
distributions based, in part, on interest
payments from the Swap Counterparty
under the Swap Contract to distributions
based solely on distributions in
respect of the Class A-JFL Regular
Interest, as specified in Section 4.01(k).
"Class A-JFL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the
Swap Counterparty by the Trust under
the Swap Contract.
"Class A-JFL Floating Swap Payment": With respect to any
Distribution Date, the amount required to
be paid to the Trust by the Swap
Counterparty under the Swap Contract.
"Class A-JFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) the Interest Distribution
Amount with respect to the Class A-JFL
Regular Interest for such Distribution
Date and (ii) the Class A-JFL Floating Swap
Payment for such Distribution Date,
less (iii) the Class A-JFL Fixed Swap
Payment for such Distribution Date.
"Class A-JFL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i)
the Class A-JFL Fixed Swap Payment
over (ii) the Class A-JFL Floating Swap
Payment.
"Class A-JFL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-JFL Distribution
Conversion has not occurred and is not
continuing, a per annum rate equal to LIBOR
plus 0.1900%, and with respect to
any Distribution Date on which a Class
A-JFL Distribution Conversion has
occurred and is continuing, a per annum
rate equal to the Class A-JFL Regular
Interest Pass-Through Rate.
"Class A-JFL 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-JFL Regular Interest on such
Distribution Date.
"Class A-JFL Regular Interest": The uncertificated interest
corresponding to the Class A-JFL
Certificates and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class A-JFL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate
distributions on the Class A-JFL Regular
Interest pursuant to this Agreement,
including but not limited to, any payments
of interest, principal, Yield Maintenance
Charges and/or reimbursements.
"Class A-JFL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate
equal to the lesser of (i) 5.3350% and
(ii) the Weighted Average Net Mortgage
Rate.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit
A-5 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC
for purposes of the REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a fixed rate per annum equal to the
lesser of (i) 5.2010% and (ii) the
Weighted Average Net Mortgage Rate.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal
amount for such Distribution Date
specified in Schedule 4 hereto relating to
the Class A-SB Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-11
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.037%.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-12
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate minus 0.006%.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-13
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-14
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-15
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-16
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-17
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted
Average Net Mortgage Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-18
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class J Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-19
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-20
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class LA-1-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-7 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-8 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-9 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-10 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-11 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-12 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-13 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-14 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-1A-15 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-2-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-3-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-3-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-4-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-JFL Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LA-SB-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LC-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LC-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LD-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LD-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LD-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LE-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LE-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LE-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LF-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LF-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LG-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LG-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LH-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
Class LH-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LH-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LJ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LK-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LK-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LL Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LM Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LNR Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LP Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of
interest set forth in the Preliminary
Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit
A-27 hereto, evidencing the sole class
of "residual interests" in the Lower-Tier
REMIC for purposes of the REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-21
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-22
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class Notional Amount": The Class X-1 Notional Amount or the
Class
X-2 Notional Amount, as the context
requires.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit
A-24 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-23
hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a rate per annum equal to the lesser of (i)
5.1310% and (ii) the Weighted
Average Net Mortgage Rate.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof in the form of Exhibit A-26
hereto, and evidencing the sole class
of "residual interest" in the Upper-Tier
REMIC for purposes of the REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, in the form of Exhibit A-25
hereto, and evidencing an undivided
beneficial interest in the portion of the
Grantor Trust consisting of the Excess
Interest, the Excess Interest Distribution
Account and the proceeds thereof.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the
Class A-JFL Certificates) or the Class
A-JFL Regular Interest, the excess, if any,
of (a) the sum of (i) the
Distributable Certificate Interest in
respect of such Class of Certificates or
the Class A-JFL Regular Interest, as
applicable, for the immediately preceding
Distribution Date and (ii) any outstanding
Class Unpaid Interest Shortfall
payable to such Class of Certificates or
the Class A-JFL Regular Interest, as
applicable, on such preceding Distribution
Date over (b) the aggregate amount in
respect of interest actually distributed to
such Class of Certificates or the
Class A-JFL Regular Interest, as
applicable, on such immediately preceding
Distribution Date. The Class Unpaid
Interest Shortfall with respect to any Class
of Certificates and the Class A-JFL Regular
Interest as of the initial
Distribution Date is zero. No interest
shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificates": The Class X-1 Certificates and the Class
X-2
Certificates.
"Class X Reference Rate": With respect to any Distribution Date,
the
rate for such Distribution Date specified
in Schedule 3 hereto.
"Class X-1 Certificate": Any one of the Certificates with a
"Class
X-1" designation on the face thereof,
substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-1 Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts
of all the Components.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1
Strip Rates for the respective
Components for such Distribution Date
(weighted on the basis of the respective
Component Notional Amounts of such
Components outstanding immediately prior to
such Distribution Date).
"Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components
that are Class X-2 Components which are
included for purposes of calculating the
Class X-2 Notional Amount for such
Distribution Date) for any Distribution
Date, a rate per annum equal to (i) the
Weighted Average Net Mortgage Rate for such
Distribution Date, minus (ii) the
Pass-Through Rate for the Related
Certificates and (B) with respect to any
Components that are Class X-2 Components
which are included for purposes of
calculating the Class X-2 Notional Amount
for such Distribution Date (i) for any
Distribution Date occurring on or before
the Class X-2 Termination Date, (x) the
Weighted Average Net Mortgage Rate for such
Distribution Date minus (y)(1) with
respect to Component XA-1A-1, Component
XA-1A-2, Component XA-1A-3, Component
XA-1A-4, Component XA-1A-5, Component
XA-1A-6, Component XA-1A-7, Component
XA-1A-8, Component XA-1A-9, Component
XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XA-1A-15,
Component XA-J, Component XB, Component
XC-1 and Component XC-2 the sum of (I)
the Class X-2 Strip Rate for the applicable
Class X-2 Component and (II) the
Pass-Through Rate for the Related
Certificates for such Distribution Date and
(2) for each other Class X-2 Component, the
greater of (I) the Class X Reference
Rate for such Distribution Date and (II)
the Pass-Through Rate for the Related
Certificate for such Distribution Date, and
(ii) for any Distribution Date
occurring after the Class X-2 Termination
Date, a rate per annum equal to (x)
the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (y) the
Pass-Through Rate for the Related
Certificates for such Distribution Date;
provided, that in no event shall any Class
X-1 Strip Rate be less than zero.
"Class X-2 Certificate": Any one of the Certificates with a
"Class
X-2" designation on the face thereof,
substantially in the form of Exhibit A-8
attached hereto and evidencing a "regular
interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-2 Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-1-4, Component XA-1A-2,
Component XA-1A-3, Component XA-1A-4,
Component XA-1A-5, Component XA-1A-6,
Component XA-1A-7, Component XA-1A-8,
Component XA-1A-9, Component XA-1A-10,
Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-2-1,
Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-3-1,
Component XA-3-2, Component XA-4-1,
Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-SB-1,
Component XA-SB2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-J,
Component XA-JFL, Component XB, Component
XC-1, Component XC-2, Component XD-1,
Component XD-2, Component XD-3, Component
XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, Component
XG-1, Component XG-2, Component XH-1,
Component XH-2, Component XH-3, Component
XJ, Component XK-1, Component XK-2 and
Component XL.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date
in September 2005, the sum of the then
Component Notional Amounts of Component
XA-1-2, Component XA-1-3, Component
XA-1-4, Component XA-1A-2, Component
XA-1A-3, Component XA-1A-4, Component
XA-1A-5, Component XA-1A-6, Component
XA-1A-7, Component XA-1A-8, Component
XA-1A-9, Component XA-1A-10, Component
XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component
XA-2-2, Component XA-2-3, Component XA-2-4,
Component XA-2-5, Component XA-2-6,
Component XA-3-1, Component XA-3-2,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6,
Component XA-J, Component XA-JFL,
Component XB, Component XC-1, Component
XC-2, Component XD-1, Component XD-2,
Component XD-3, Component XE-1, Component
XE-2, Component XE-3, Component XF-1,
Component XF-2, Component XG-1, Component
XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ, Component
XK-1, Component XK-2 and Component XL.
(ii) With respect to any Distribution Date after the
Distribution Date in September 2005 through and including the
Distribution Date in March 2006, the sum of the then Component
Notional Amounts of Component XA-1-3, Component XA-1-4,
Component
XA-1A-3, Component XA-1A-4, Component XA-1A-5, Component
XA-1A-6,
Component XA-1A-7, Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10,
Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-1,
Component XA-2-2, Component XA-2-3, Component XA-2-4, Component
XA-2-5, Component XA-2-6, Component XA-3-1, Component XA-3-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-J, Component XA-JFL,
Component XB, Component XC-1, Component XC-2, Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ, Component XK-1, Component XK-2 and Component XL.
(iii) With respect to any Distribution Date after the
Distribution Date in March 2006 through and including the
Distribution Date in September 2006, the sum of the then
Component
Notional Amounts of Component XA-1-4, Component XA-1A-4,
Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component
XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
XA-3-1, Component XA-3-2, Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-J, Component XA-JFL, Component XB, Component XC-1, Component
XC-2, Component XD-1, Component XD-2, Component XD-3, Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2, Component XH-1, Component
XH-2, Component XH-3, Component XJ, Component XK-1, Component
XK-2
and Component XL.
(iv) With respect to any Distribution Date after the
Distribution Date in September 2006 through and including the
Distribution Date in March 2007, the sum of the then Component
Notional Amounts of Component XA-1A-5, Component XA-1A-6,
Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component
XA-1A-10,
Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-2-2,
Component
XA-2-3, Component XA-2-4, Component XA-2-5, Component XA-2-6,
Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component
XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-J, Component XA-JFL, Component XB, Component XC-1,
Component XC-2, Component XD-1, Component XD-2, Component XD-3,
Component XE-1, Component XE-2, Component XE-3, Component XF-1,
Component XF-2, Component XG-1, Component XG-2, Component XH-1,
Component XH-2, Component XH-3, Component XJ, Component XK-1,
Component XK-2 and Component XL.
(v) With respect to any Distribution Date after the
Distribution Date in March 2007 through and including the
Distribution Date in September 2007, the sum of the then
Component
Notional Amounts of Component XA-1A-6, Component XA-1A-7,
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-2-3, Component XA-2-4,
Component
XA-2-5, Component XA-2-6, Component XA-3-1, Component XA-3-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-J, Component XA-JFL,
Component XB, Component XC-1, Component XC-2, Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ and Component XK-2.
(vi) With respect to any Distribution Date after the
Distribution Date in September 2007 through and including the
Distribution Date in March 2008, the sum of the then Component
Notional Amounts of Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
XA-3-1, Component XA-3-2, Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-J, Component XA-JFL, Component XB, Component XC-1, Component
XC-2,
Component XD-1, Component XD-2, Component XD-3, Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2, Component XH-2 and
Component
XH-3.
(vii) With
respect to any Distribution Date after the
Distribution Date in March 2008 through and including the
Distribution Date in September 2008, the sum of the then
Component
Notional Amounts of Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-5,
Component XA-2-6, Component XA-3-1, Component XA-3-2, Component
XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-J, Component XA-JFL, Component
XB,
Component XC-1, Component XC-2, Component XD-1, Component XD-2,
Component XD-3, Component XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, Component XG-1, Component XG-2
and
Component XH-3.
(viii) With respect to any Distribution Date after the
Distribution Date in September 2008 through and including the
Distribution Date in March 2009, the sum of the then Component
Notional Amounts of Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XA-1A-15, Component XA-2-6, Component
XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-J,
Component XA-JFL, Component XB, Component XC-1, Component XC-2,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2, Component XE-3, Component XF-1, Component XF-2
and
Component XG-2.
(ix) With respect to any Distribution Date after the
Distribution Date in March 2009 through and including the
Distribution Date in September 2009, the sum of the then
Component
Notional Amounts of Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3-2, Component XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-J, Component XA-JFL, Component XB, Component XC-1,
Component XC-2, Component XD-1, Component XD-2, Component XD-3,
Component XE-1, Component XE-2, Component XE-3 and Component
XF-2.
(x) With respect to any Distribution Date after the
Distribution Date in September 2009 through and including the
Distribution Date in March 2010, the sum of the then Component
Notional Amounts of Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5, Component XA-4-6, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-J, Component XA-JFL, Component XB, Component XC-1, Component
XC-2, Component XD-1, Component XD-2, Component XD-3, Component
XE-2
and Component XE-3.
(xi) With respect to any Distribution Date after the
Distribution Date in March 2010 through and including the
Distribution Date in September 2010, the sum of the then
Component
Notional Amounts of Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-4-3,
Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-J, Component XA-JFL, Component XB, Component XC-1, Component
XC-2, Component XD-1, Component XD-2, Component XD-3 and
Component
XE-3.
(xii) With respect to any Distribution Date after the
Distribution Date in September 2010 through and including the
Distribution Date in March 2011, the sum of the then Component
Notional Amounts of Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-4-4, Component XA-4-5,
Component
XA-4-6, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-J, Component XA-JFL, Component XB, Component XC-1,
Component XC-2, Component XD-2 and Component XD-3.
(xiii) With respect to any Distribution Date after the
Distribution Date in March 2011 through and including the
Distribution Date in September 2011, the sum of the then
Component
Notional Amounts of Component XA-1A-14, Component XA-1A-15,
Component XA-4-5, Component XA-4-6, Component XA-SB-5,
Component
XA-SB-6, Component XA-J, Component XA-JFL, Component XB,
Component
XC-1, Component XC-2 and Component XD-3.
(xiv) With respect to any Distribution Date after the
Distribution Date in September 2011 through and including the
Distribution Date in March 2012, the sum of the then Component
Notional Amounts of Component XA-1A-15, Component XA-4-6,
Component
XA-SB-6, Component XA-J, Component XA-JFL, Component XB and
Component XC-2.
(xv) after the Distribution Date in March 2012, $0.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2
Strip Rates for the respective Class
X-2 Components that are Class X-2
Components which are included for purposes of
calculating the Class X-2 Notional Amount
for such Distribution Date (weighted
on the basis of the respective Component
Notional Amounts of such Components
outstanding immediately prior to such
Distribution Date).
"Class X-2 Strip Rate": With respect to each Class X-2 Component
for
any Distribution Date, a rate per annum
equal to (i) for any Distribution Date
occurring on or before the Class X-2
Termination Date, (v) with respect to
Component XA-1A-1, Component XA-1A-2,
Component XA-1A-3, Component XA-1A-4,
Component XA-1A-5, Component XA-1A-6,
Component XA-1A-7, Component XA-1A-8,
Component XA-1A-9, Component XA-1A-10,
Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14 and
Component XA-1A-15, the lesser of (A)
0.158% and (B) the Weighted Average Net
Mortgage Rate for such Distribution Date
minus the Pass-Through Rate in effect on
such Distribution Date for the Class
A-1A Certificates, (w) with respect to
Component XA-J, the lesser of (A) 0.057%
and (B) the Weighted Average Net Mortgage
Rate for such Distribution Date minus
the Pass-Through Rate in effect on such
Distribution Date for the Class A-J
Certificates, (x) with respect to Component
XB, the lesser of (A) 0.007% and (B)
the Weighted Average Net Mortgage Rate for
such Distribution Date minus the
Pass-Through Rate in effect on such
Distribution Date for the Class B
Certificates, (y) with respect to Component
XC-1 and Component XC-2, the lesser
of (A) 0.000% and (B) the Weighted Average
Net Mortgage Rate for such
Distribution Date minus the Pass-Through
Rate in effect on such Distribution
Date for the Class C Certificates, and (z)
with respect to each other Class X-2
Component, (A) the lesser of (I) the
Weighted Average Net Mortgage Rate for such
Distribution Date and (II) the Class X
Reference Rate for such Distribution
Date, minus (B) the Pass-Through Rate for
the Related Certificates (provided
that in no event shall any Class X-2 Strip
Rate be less than zero) and (ii) for
any Distribution Date occurring after the
Class X-2 Termination Date, 0% per
annum.
"Class X-2 Termination Date": The Distribution Date in March
2012.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": March 30, 2005.
"Closing Date Deposit Amount": $1,032,374.31, representing the
aggregate amount of interest that would
have accrued on the related Stated
Principal Balance at the related Mortgage
Rates during the Due Period ending in
April 2005, for those Mortgage Loans that
do not have their first Monthly
Payment due until May 2005.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably
acceptable to the Trustee, the Paying Agent,
the Master Servicer and the Directing
Certificateholder.
"CMSA Advance Recoverability Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Advance Recoverability Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File"
format substantially in the form of and
containing the information called for
therein, or such other form for the
presentation of such information as may be
approved from time to time by the CMSA for
commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "CMSA Bond Level
File" available as of the Closing Date on
the CMSA website, as is reasonably
acceptable to the Paying Agent.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format
substantially in the form of and containing the
information called for therein, or such
other form for the presentation of such
information as may be approved from time to
time by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"CMSA Collateral Summary File" available as
of the Closing Date on the CMSA
website, as is reasonably acceptable to the
Paying Agent, the Trustee and the
Master Servicer.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time
to time by the CMSA for commercial mortgage
securities transactions generally
and, insofar as it requires the
presentation of information in addition to that
called for by the form of the "Comparative
Financial Status Report" available as
of the Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format
substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time
to time by the CMSA for commercial mortgage
securities transactions generally
and, insofar as it requires the
presentation of information in addition to that
called for the form of the "Delinquent Loan
Status Report" available as of the
Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time to
time by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"CMSA Financial File" available as of the
Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format
substantially in the form of and containing
the information called for therein for the
Mortgage Loans, or such other form
for the presentation of such information as
may be approved from time to time by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Historical Liquidation
Report" available as of the Closing Date
on the CMSA website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the
"Historical Loan Modification and Corrected
Mortgage Loan Report" format substantially
in the form of and containing the
information called for therein for the
Mortgage Loans, or such other form for
the presentation of such information as may
be approved from time to time by the
CMSA for commercial mortgage securities
transactions generally and, insofar as
it requires the presentation of information
in addition to that called for by
the form of the "Historical Loan
Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on
the CMSA website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Investor Reporting Package (IRP)": (a) The following
seven
electronic files: (i) CMSA Loan Setup File,
(ii) CMSA Loan Periodic Update File,
(iii) CMSA Property File, (iv) CMSA Bond
Level File, (v) CMSA Financial File,
(vi) CMSA Collateral Summary File and (vii)
CMSA Special Servicer Loan File; and
(b) The following ten supplemental reports: (i) CMSA Delinquent
Loan
Status Report, (ii) CMSA Historical Loan
Modification and Corrected Mortgage
Loan Report, (iii) CMSA Historical
Liquidation Report, (iv) CMSA REO Status
Report, (v) CMSA Operating Statement
Analysis Report, (vi) CMSA Comparative
Financial Status Report, (vii) CMSA
Servicer Watch List, (viii) CMSA Loan Level
Reserve/LOC Report, (ix) CMSA NOI
Adjustment Worksheet and (x) CMSA Advance
Recoverability Report.
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format
substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time
to time by the CMSA for commercial mortgage
securities transactions generally
and, insofar as it requires the
presentation of information in addition to that
called for by the form of the "Loan Level
Reserve/LOC Report" available as of
the Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" format substantially
in the form of and containing the
information called for therein for the
Mortgage Loans, or such other form for
the presentation of such information as may
be approved from time to time by the
CMSA for commercial mortgage securities
transactions generally and, insofar as
it requires the presentation of information
in addition to that called for by
the form of the "CMSA Loan Periodic Update
File" available as of the Closing
Date on the CMSA website, as is reasonably
acceptable to the Master Servicer,
the Paying Agent and the Trustee, and
further provided that each CMSA Loan
Periodic Update File prepared by the Master
Servicer shall be accompanied by a
Monthly Additional Report on Recoveries and
Reimbursements and all references
herein to "CMSA Loan Periodic Update File"
shall be construed accordingly.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time to
time by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"CMSA Loan Setup File" available as of the
Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer and the Paying Agent.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially
in the form of and containing the
information called for therein for the
Mortgage Loans, or such other form for
the presentation of such information as may
be approved from time to time by the
CMSA for commercial mortgage securities
transactions generally and, insofar as
it requires the presentation of information
in addition to that called for by
the form of the "CMSA NOI Adjustment
Worksheet" available as of the Closing Date
on the CMSA website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Operating Statement Analysis Report": The monthly report
in
the "Operating Statement Analysis Report"
format substantially in the form of
and containing the information called for
therein for the Mortgage Loans, or
such other form for the presentation of
such information as may be approved from
time to time by the CMSA for commercial
mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "CMSA Operating Statement
Analysis Report" available as of the
Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time to
time by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"CMSA Property File" available as of the
Closing Date on the CMSA website, is
reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format
substantially in the form of and containing the
information called for therein for the
Mortgage Loans, or such other form for
the presentation of such information as may
be approved from time to time by the
CMSA for commercial mortgage securities
transactions generally and, insofar as
it requires the presentation of information
in addition to that called for by
the form of the "Reconciliation of Funds"
available as of the Closing Date on
the CMSA website, is reasonably acceptable
to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form for the presentation of such
information as may be approved from time to
time by the CMSA for commercial
mortgage securities transactions generally
and, insofar as it requires the
presentation of information in addition to
that called for by the form of the
"CMSA REO Status Report" available as of
the Closing Date on the CMSA website,
is reasonably acceptable to the Master
Servicer or the Special Servicer, as
applicable.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As
of
each Determination Date a report, including
and identifying each Non Specially
Serviced Mortgage Loan satisfying the "CMSA
Portfolio Review Guidelines"
approved from time to time by the CMSA in
the "CSMA Master Servicer Watch List"
format substantially in the form of and
containing the information called for
therein for the Mortgage Loans, or such
other form (including other portfolio
review guidelines) for the presentation of
such information as may be approved
from time to time by the CMSA for
commercial mortgage securities transactions
generally and, insofar as it requires the
presentation of information in
addition to that called for by the form of
the "CMSA Servicer Watch List"
available as of the Closing Date on the
CMSA website, is reasonably acceptable
to the Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format
substantially in the form of and containing
the information called for therein for the
Mortgage Loans, or such other form
for the presentation of such information as
may be approved from time to time by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "CMSA Special Servicer Loan
File" available as of the Closing
Date on the CMSA website, is reasonably
acceptable to the Special Servicer.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary
regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to the Companion
Loans, the separate account created and
maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on
behalf of the Companion Holders, which
shall be entitled "GMAC Commercial Mortgage
Corporation, as Companion Paying
Agent for the Companion Holders of the
Companion Loans, relating to the J.P.
Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass
Through Certificates, Series 2005-CIBC11."
The Companion Distribution Account
shall not be an asset of the Trust Fund,
but instead shall be held by the
Companion Paying Agent on behalf of the
Companion Holders. Any such account
shall be an Eligible Account.
Notwithstanding the foregoing, if the Servicer and
the Companion Paying Agent are the same
entity, the Companion Distribution
Account may be the subaccount referenced in
the second to last paragraph of
Section 3.04(a).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": Each of the Companion Loans as defined in the
Preliminary Statement.
"Companion Paying Agent": The Paying Agent in its role as
Companion
Paying Agent appointed pursuant to Section
3.30.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": With respect to each Mortgage
Loan
(or REO Loan), an amount as of any
Distribution Date equal to the lesser of (i)
the aggregate amount of Prepayment Interest
Shortfalls other than resulting from
Principal Prepayments from Insurance
Proceeds or Liquidation Proceeds, and (ii)
the aggregate of (A) that portion of
Servicing Fees for such Distribution Date
that is, in the case of each and every
Mortgage Loan and REO Loan for which such
Servicing Fees are being paid for such
Distribution Date, calculated at 0.01%
per annum, and (B) all Prepayment Interest
Excesses for such Distribution Date
with respect to the Mortgage Loan related
to such Prepayment Interest Shortfall.
However, if a Prepayment Interest Shortfall
occurs as a result of the Master
Servicer's allowing the related Mortgagor
to deviate from the terms of the
related Mortgage Loan documents regarding
Principal Prepayments (other than (X)
subsequent to a default under the related
Mortgage Loan documents, (Y) pursuant
to applicable law or a court order, or (Z)
at the request or with the consent of
the Directing Certificateholder), then the
Compensating Interest Payment for the
related Distribution Date shall be equal to
the amount of such Prepayment
Interest Shortfall. In no event will the
rights of the Certificateholders to
offset the aggregate Prepayment Interest
Shortfalls be cumulative.
"Component": Each of Component XA-1-1, Component XA-1-2,
Component
XA-1-3, Component XA-1-4, Component
XA-1A-1, Component XA-1A-2, Component
XA-1A-3, Component XA-1A-4, Component
XA-1A-5, Component XA-1A-6, Component
XA-1A-7, Component XA-1A-8, Component
XA-1A-9, Component XA-1A-10, Component
XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component
XA-2-2, Component XA-2-3, Component
XA-2-4, Component XA-2-5, Component XA-2-6,
Component XA-3-1, Component XA-3-2,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6,
Component XA-J, Component XA-JFL, Component
XB, Component XC-1, Component XC-2,
Component XD-1, Component XD-2, Component
XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component
XF-2, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component
XH-3, Component XJ, Component LK-1,
Component LK-2, Component XL, Component XM,
Component XN, Component XP and
Component XNR.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to
the then Lower-Tier Principal Amount
of its Related Uncertificated Lower-Tier
Interest.
"Component XA-1-1": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class
LA-1-1 Uncertificated Interest as of
any date of determination.
"Component XA-1-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1-2 Uncertificated Interest
as of any date of determination.
"Component XA-1-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1-3 Uncertificated Interest
as of any date of determination.
"Component XA-1-4": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1-4 Uncertificated Interest
as of any date of determination.
"Component XA-1A-1": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class
LA-1A-1 Uncertificated Interest as of
any date of determination.
"Component XA-1A-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-2 Uncertificated
Interest as of any date of determination.
"Component XA-1A-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-3 Uncertificated
Interest as of any date of determination.
"Component XA-1A-4": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-4 Uncertificated
Interest as of any date of determination.
"Component XA-1A-5": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-5 Uncertificated
Interest as of any date of determination.
"Component XA-1A-6": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-6 Uncertificated
Interest as of any date of determination.
"Component XA-1A-7": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-7 Uncertificated
Interest as of any date of determination.
"Component XA-1A-8": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-8 Uncertificated
Interest as of any date of determination.
"Component XA-1A-9": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-9 Uncertificated
Interest as of any date of determination.
"Component XA-1A-10": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-10 Uncertificated
Interest as of any date of determination.
"Component XA-1A-11": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-11 Uncertificated
Interest as of any date of determination.
"Component XA-1A-12": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-12 Uncertificated
Interest as of any date of determination.
"Component XA-1A-13": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-13 Uncertificated
Interest as of any date of determination.
"Component XA-1A-14": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-14 Uncertificated
Interest as of any date of determination.
"Component
XA-1A-15": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-1A-15 Uncertificated
Interest as of any date of determination.
"Component XA-2-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-2-1 Uncertificated Interest
as of any date of determination.
"Component XA-2-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LA-2-2 Uncertificated Interest as
of any date of determination.
"Component XA-2-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-2-3 Uncertificated Interest
as of any date of determination.
"Component XA-2-4": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-2-4 Uncertificated Interest
as of any date of determination.
"Component XA-2-5": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-2-5 Uncertificated Interest
as of any date of determination.
"Component XA-2-6": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-2-6 Uncertificated Interest
as of any date of determination.
"Component XA-3-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-3-1 Uncertificated Interest
as of any date of determination.
"Component XA-3-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-3-2 Uncertificated Interest
as of any date of determination.
"Component
XA-4-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-1 Uncertificated Interest
as of any date of determination.
"Component XA-4-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-2 Uncertificated Interest
as of any date of determination.
"Component XA-4-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-3 Uncertificated Interest
as of any date of determination.
"Component XA-4-4": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-4 Uncertificated Interest
as of any date of determination.
"Component XA-4-5": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-5 Uncertificated Interest
as of any date of determination.
"Component XA-4-6": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-4-6 Uncertificated Interest
as of any date of determination.
"Component XA-SB-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-1 Uncertificated
Interest as of any date of determination.
"Component XA-SB-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-2 Uncertificated
Interest as of any date of determination.
"Component XA-SB-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-3 Uncertificated
Interest as of any date of determination.
"Component XA-SB-4": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-4 Uncertificated
Interest as of any date of determination.
"Component XA-SB-5": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-5 Uncertificated
Interest as of any date of determination.
"Component XA-SB-6": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-SB-6 Uncertificated
Interest as of any date of determination.
"Component XA-J": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-J Uncertificated Interest
as of any date of determination.
"Component XA-JFL": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LA-JFL Uncertificated Interest
as of any date of determination.
"Component XB": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LB Uncertificated Interest as
of any date of determination.
"Component XC-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LC-1 Uncertificated Interest
as of any date of determination.
"Component XC-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LC-2 Uncertificated Interest
as of any date of determination.
"Component XD-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LD-1 Uncertificated Interest
as of any date of determination.
"Component XD-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LD-2 Uncertificated Interest
as of any date of determination.
"Component XD-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LD-3 Uncertificated Interest
as of any date of determination.
"Component XE-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LE-1 Uncertificated Interest
as of any date of determination.
"Component XE-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LE-2 Uncertificated Interest
as of any date of determination.
"Component XE-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LE-3 Uncertificated Interest
as of any date of determination.
"Component XF-1": One
of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LF-1 Uncertificated Interest
as of any date of determination.
"Component XF-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LF-2 Uncertificated Interest
as of any date of determination.
"Component XG-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LG-1 Uncertificated Interest as
of any date of determination.
"Component XG-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LG-2 Uncertificated Interest as
of any date of determination.
"Component XH-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LH-1 Uncertificated Interest as
of any date of determination.
"Component XH-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LH-2 Uncertificated Interest as
of any date of determination.
"Component XH-3": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the
current Lower-Tier Principal Amount of
the Class LH-3 Uncertificated Interest as
of any date of determination.
"Component XJ": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LJ Uncertificated Interest as
of any date of determination.
"Component XK-1": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LK-1 Uncertificated Interest
as of any date of determination.
"Component XK-2": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LK-2 Uncertificated Interest
as of any date of determination.
"Component XL": One of the 65 components of the Class X-1
Certificates and one of the 59 components
of the Class X-2 Certificates having a
Component Notional Amount equal to the then
current Lower-Tier Principal Amount
of the Class LL Uncertificated Interest as
of any date of determination.
"Component XM": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LM
Uncertificated Interest as of any
date of determination.
"Component XN": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LN
Uncertificated Interest as of any
date of determination.
"Component XNR": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class
LNR Uncertificated Interest as of any
date of determination.
"Component XP": One of the 65 components of the Class X-1
Certificates having a Component Notional
Amount equal to the then current
Lower-Tier Principal Amount of the Class LP
Uncertificated Interest as of any
date of determination.
"Controlling Class":
As of any date of determination, the most
subordinate Class of Regular Certificates
(other than the Class X Certificates)
then outstanding that has a then aggregate
Certificate Balance at least equal to
25% of the initial Certificate Balance of
such Class of Certificates. As of the
Closing Date, the Controlling Class will be
the Class NR Certificates. In
determining the most subordinate Class of
Regular Certificates for the purpose
of determining the Controlling Class, such
determination shall be made without
consideration of Appraisal Reductions, if
any, allocated to any Class of Regular
Certificates.
"Controlling Class Certificateholder's Option Period": As defined
in
Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified by
the Certificate Registrar to the Trustee
from time to time by such Holder (or
Certificate Owner).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its
corporate trust business with respect to
this Agreement shall be administered, which
office at the date of the execution
of this Agreement is located at 9062 Old
Annapolis Road, Columbia, Maryland
21045, Attention: Corporate Trust Services
(CMBS), J.P. Morgan Chase Commercial
Mortgage Securities Corp., Series
2005-CIBC11 (telecopy number (410) 715-2380).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that
has become current and remained current for
three consecutive Monthly Payments
(for such purposes taking into account any
modification or amendment of such
Mortgage Loan or Companion Loan, whether by
a consensual modification or in
connection with a bankruptcy, insolvency or
similar proceeding involving the
Mortgagor), and (provided that no
additional default is foreseeable in the
reasonable judgment of the Special Servicer
and no other event or circumstance
exists that causes such Mortgage Loan or
Companion Loan to otherwise constitute
a Specially Serviced Mortgage Loan) the
servicing of which the Special Servicer
has returned to the Master Servicer
pursuant to Section 3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are
cross-collateralized and
cross-defaulted with such Mortgage
Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other
Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average
Debt
Service Coverage Ratio for all remaining
related Crossed Loans for the four
calendar quarters immediately preceding the
repurchase or substitution shall not
be less than the greater of (a) the Debt
Service Coverage Ratio for all such
related Crossed Loans, including the
affected Crossed Loan, for the four
calendar quarters immediately preceding the
repurchase or substitution, and (b)
1.25x, (ii) the weighted average LTV Ratio
for all remaining related Crossed
Loans determined at the time of repurchase
or substitution based upon an
Appraisal obtained by the Special Servicer
at the expense of the related
Mortgage Loan Seller shall not be greater
than the lesser of (a) the weighted
average LTV Ratio for all such related
Crossed Loans, including the affected
Crossed Loan, determined at the time of
repurchase or substitution based upon an
Appraisal obtained by the Special Servicer
at the expense of the related
Mortgage Loan Seller and (b) 75%, (iii) the
Mortgage Loan Seller, at its
expense, shall have furnished the Trustee
with an Opinion of Counsel that any
modification relating to the repurchase or
substitution of a Crossed Loan shall
not cause an Adverse REMIC Event, (iv) the
related Mortgage Loan Seller either
(A) causes the related Crossed Loans to
become not cross-collateralized and
cross-defaulted with each other prior to
such repurchase or substitution or (B)
otherwise forbears from exercising
enforcement rights against any Crossed Loan
remaining in the Trust Fund and (v) the
Directing Certificateholder shall have
consented to the repurchase of the affected
Crossed Loan, which consent shall
not be unreasonably withheld.
"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, any of
the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall
be the initial Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the related
Due
Date of the Mortgage Loan in March 2005,
or, with respect to those Mortgage
Loans that were originated in February 2005
and have their first Due Date in
April 2005, March 1, 2005, or, with respect
to those Mortgage Loans that were
originated in March 2005 and have their
first Due Date in either April or May
2005, the origination date of such Mortgage
Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding
principal balance of such Mortgage Loan or
Companion Loan, as the case may be, as of
the Cut-off Date, after application of
all payments of principal due on or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an
annual operating statement for the related
Mortgaged Property, the ratio of (i) Net
Operating Income produced by the
related Mortgaged Property during such
period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon
Payment) due under such Mortgage Loan
during such period, provided that with
respect to the Mortgage Loans indicated
on Schedule 2, which pay interest only for
a specified period of time set forth
in the related Mortgage Loan documents and
then pay principal and interest, the
related Monthly Payment will be calculated
(for purposes of this definition
only) to include interest and principal
(based on the remaining amortization
term indicated in the Mortgage Loan
Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of
such Mortgage Loan or Companion Loan
during such Due Period provided for in the
related Mortgage Note or Mortgage as
a result of a default (exclusive of late
payment charges) that is in excess of
interest at the related Mortgage Rate
accrued on the unpaid principal balance of
such Mortgage Loan or Companion Loan
outstanding from time to time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly
Payments or more than thirty days (or
sixty days with respect to the
circumstances described in clause (ii) of the
definition of Servicing Transfer Event)
delinquent in respect of its Balloon
Payment, if any, in either case such
delinquency to be determined without giving
effect to any grace period permitted by the
related Mortgage or Mortgage Note
and without regard to any acceleration of
payments under the related Mortgage
and Mortgage Note or (ii) as to which the
Master Servicer or Special Servicer
has, by written notice to the related
Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related
Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not
constitute a "Defaulted Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(k).
"Defect": As defined in Section 2.02(f).
"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 the then outstanding
principal balance of the Mortgage Loan,
which valuation results from a proceeding
initiated under the Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest
coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
a Delaware corporation, or its successor in
interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
fourth Business Day preceding such
Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative
thereof) selected by more than 50% of the
Controlling Class Certificateholders, by
Certificate Balance, as certified by
the Certificate Registrar from time to
time; provided, however, that (i) absent
such selection, or (ii) until a Directing
Certificateholder is so selected or
(iii) upon receipt of a notice from a
majority of the Controlling Class
Certificateholders, by Certificate Balance,
that a Directing Certificateholder
is no longer designated, the Controlling
Class Certificateholder that owns the
largest aggregate Certificate Balance of
the Controlling Class will be the
Directing Certificateholder which will
initially be JER Investors Trust Inc.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof, that are not customarily
provided to tenants in connection with the
rental of space "for occupancy only"
within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the
management or operation of such REO
Property, the holding of such REO Property
primarily for sale to customers, the use of
such REO Property in a trade or
business conducted by the Trust Fund or on
behalf of a Companion Holder or the
performance of any construction work on the
REO Property (other than the
completion of a building or improvement,
where more than 10% of the construction
of such building or improvement was
completed before default became imminent),
other than through an Independent
Contractor; provided, however, that an REO
Property shall not be considered to be
Directly Operated solely because the
Trustee (or the Special Servicer on behalf
of the Trustee) establishes rental
terms, chooses tenants, enters into or
renews leases, deals with taxes and
insurance or makes decisions as to repairs
or capital expenditures with respect
to such REO Property or takes other actions
consistent with Treasury Regulations
Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any
possession of the United States or any
agency or instrumentality of any of the
foregoing (other than an instrumentality
which is a corporation if all of its
activities are subject to tax and a
majority of its board of directors is not
selected by such governmental unit),
(ii) a foreign government, any
international organization or any agency or
instrumentality of any of the foregoing,
(iii) any organization (other than
certain farmers' cooperatives described in
Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income), (iv) rural
electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated
by the Trustee based upon an Opinion
of Counsel as provided to the Trustee (at
no expense to the Trustee) that the
holding of an Ownership Interest in a
Residual Certificate by such Person may
cause the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC
or any Person having an Ownership Interest
in any Class of Certificates (other
than such Person) to incur a liability for
any federal tax imposed under the
Code that would not otherwise be imposed
but for the Transfer of an Ownership
Interest in a Residual Certificate to such
Person. The terms "United States,"
"State" and "international organization"
shall have the meanings set forth in
Section 7701 of the Code or successor
provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of
Regular Certificates (other than the Class
A-JFL Certificates) and the Class A-JFL
Regular Interest, the Accrued
Certificate Interest in respect of such
Class of Regular Certificates or the
Class A-JFL Regular Interest, as
applicable, for such Distribution Date, reduced
(to not less than zero) by any allocations
to such Class of Certificates (other
than in the case of the Class X
Certificates) or the Class A-JFL Regular
Interest, as applicable, of (i) 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 such Class of
Certificates or the Class A-JFL Regular
Interest, as applicable, for such
Distribution Date, and the denominator of
which is the aggregate Accrued Certificate
Interest in respect of all the
Classes of Regular Certificates (other than
the Class A-JFL Certificates and the
Class X Certificates) and the Class A-JFL
Regular Interest for such Distribution
Date, and (ii) any Certificate Deferred
Interest for such Distribution Date
allocated to such Class of Certificates or
the Class A-JFL Regular Interest, as
applicable, pursuant to Section
4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution
Account, the Floating Rate Account and the
Excess Interest Distribution Account, all
of which may be subaccounts of a
single Eligible Account.
"Distribution Date": The 12th day of each month, or, if such
12th
day is not a Business Day, on the next
succeeding Business Day, beginning in
April 2005.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
Loan,
on or prior to its Maturity Date, the day
of the month set forth in the related
Mortgage Note on which each Monthly Payment
thereon is scheduled to be first
due, (ii) any Mortgage Loan or Companion
Loan after the Maturity Date therefor,
the day of the month set forth in the
related Mortgage Note on which each
Monthly Payment on such Mortgage Loan or
Companion Loan had been scheduled to be
first due, and (iii) any REO Loan, the day
of the month set forth in the related
Mortgage Note on which each Monthly Payment
on the related Mortgage Loan or
Companion Loan had been scheduled to be
first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Companion Loan, the period
commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or
Companion Loan occurring in the month
preceding the month in which such
Distribution Date occurs and ending on and
including the Due Date for such Mortgage
Loan or Companion Loan occurring in the
month in which such Distribution Date
occurs; provided, that the first Due
Period with respect to Mortgage Loans with
their first Due Date in 2005 shall
begin on the Cut-off Date of such Mortgage
Loan. Notwithstanding the foregoing,
in the event that the last day of a Due
Period (or applicable grace period) is
not a Business Day, any payments received
with respect to the Mortgage Loans or
Companion Loan relating to such Due Period
on the Business Day immediately
following such day shall be deemed to have
been received during such Due Period
and not during any other Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state
chartered depository institution or trust
company (including the Trustee), (A)(x) the
long-term unsecured debt obligations
of which are rated at least "Aa3" by
Moody's, if the deposits are to be held in
such account for 30 days or more and (y)
the short term debt obligations of
which have a short-term rating of not less
than "P-1" from Moody's, if the
deposits are to be held in such account for
less than 30 days and, (B)(x) the
long-term unsecured debt obligations of
which are rated at least "A+" by S&P, if
the deposits are to be held in such account
for 30 days or more and (y) the
short-term debt obligations of which have a
short-term rating of not less than
"A-1" from S&P, if the deposits are to
be held in such account for less than 30
days and (C) such other account or accounts
with respect to which each of the
Rating Agencies shall have confirmed in
writing that the then current rating
assigned to any of the Certificates will
not be qualified, downgraded or
withdrawn by reason thereof, or (ii) a
segregated trust account or accounts
maintained with the corporate trust
department of a federal or state chartered
depository institution or trust company
that, in either case, has corporate
trust powers, acting in its fiduciary
capacity, provided that any state
chartered depository institution or trust
company is subject to regulation
regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b).
Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a
certificate of deposit, passbook or other
similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for
the account of a Qualified
Institutional Buyer to whom notice is given
that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii)
an Institutional Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, the American
Society of Testing Materials Standard
Sections 1527-99 or any successor thereto
published by the American Society of
Testing Materials.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor
(or a guarantor thereof) and the
originator of such Mortgage Loan relating
to the Mortgagor's obligation to
remediate or monitor or indemnify for any
environmental problems relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class
M, Class N, Class P or Class NR
Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA
Restricted Certificate and (b) will
cease to be subject to the transfer
restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer
of such Certificate, either (i) it is
rated in one of the four highest generic
ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would
permit the transfer of such
Certificate to a Plan.
"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 lease
rents and similar items in respect of the
related Mortgaged Property, including
amounts for deposit to any reserve
account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as
having a Revised Rate, interest
accrued on such Mortgage Loan after the
Anticipated Repayment Date allocable to
the Excess Rate, including all interest
accrued thereon. The Excess Interest
shall not be an asset of either the
Lower-Tier REMIC or the Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a
separate account or accounts (or as a
subaccount of the Distribution Account) by
the Paying Agent pursuant to Section
3.04(c), which shall be entitled "Wells
Fargo Bank, N.A., as Paying Agent, in
trust for the registered Holders of J.P.
Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-CIBC11, Excess Interest Distribution
Account," and which must be an
Eligible Account (or a subaccount of an
Eligible Account). The Excess Interest
Distribution Account shall not be an asset
of either the Lower-Tier REMIC or the
Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a
Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the
applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Fannie Mae": Federal National Mortgage Association or any
successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the
Directing Certificateholder, with
respect to any Defaulted Mortgage Loan or
Corrected Mortgage Loan (and, if
applicable, any defaulted Companion Loan)
or REO Property (other than a Mortgage
Loan or REO Property, as the case may be,
that was purchased by any of the
Mortgage Loan Sellers pursuant to Section 6
of the applicable Mortgage Loan
Purchase Agreement, the Controlling Class
Option Holder, the applicable
Companion Holder or the Special Servicer
pursuant to Section 3.18(b) or the
Master Servicer, Special Servicer, the
Holders of the Controlling Class, or the
Holders of the Class LR Certificates
pursuant to Section 9.01) that there has
been a recovery of all Insurance and
Condemnation Proceeds, Liquidation
Proceeds, REO Revenue and other payments or
recoveries that, in the Special
Servicer's judgment, which judgment was
exercised without regard to any
obligation of the Special Servicer to make
payments from its own funds pursuant
to Section 3.07(b), will ultimately be
recoverable. The Directing
Certificateholder shall have ten (10)
Business Days to review and approve each
such recovery determination by the Special
Servicer; provided, however, that if
the Directing Certificateholder fails to
approve or disapprove any recovery
determination within ten (10) Business Days
of receipt of the initial recovery
determination, such consent shall be deemed
given.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be
amended from time to time.
"Fitch": Fitch, Inc., and its successors in interest. If
neither
Fitch nor any successor remains in
existence, "Fitch" shall be deemed to refer
to such other nationally recognized
statistical rating agency or other
comparable Person designated by the
Depositor, notice of which designation shall
be given to the Trustee, the Paying Agent,
the Master Servicer and the Special
Servicer, and specific ratings of Fitch
herein referenced shall be deemed to
refer to the equivalent ratings of the
party so designated.
"Floating Rate Account": The trust account or accounts created
and
maintained as a separate account or
accounts (or as a subaccount of the
Upper-Tier Distribution Account) by the
Paying Agent pursuant to Section
3.04(b), which shall be entitled "Wells
Fargo Bank, N.A. as Paying Agent, in
trust for the registered Holders of J.P.
Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-CIBC Class A-JFL Certificates,
Floating Rate Account," and which must be an
Eligible Account (or a subaccount of an
Eligible Account). The Floating Rate
Account shall not be an asset of either the
Lower-Tier REMIC or the Upper-Tier
REMIC formed hereunder.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess
of (i) Liquidation Proceeds of the
Mortgage Loan or Companion Loan or related
REO Property net of any related
Liquidation Expenses, Unliquidated
Advances, unreimbursed Advances, Liquidation
Fees, interest on Advances, unpaid
Servicing Fees, and unpaid Special Servicing
Fees and additional Trust Fund expenses
over (ii) the Purchase Price for such
Mortgage Loan or Companion Loan, as
applicable, on the date on which such
Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A segregated custodial account
or
accounts created and maintained by the
Paying Agent, pursuant to Section 3.04(d)
on behalf of the Trustee in trust for the
Certificateholders, which shall be
entitled "Wells Fargo Bank, N.A., as Paying
Agent, in trust for the registered
Holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2005-CIBC11, Gain-on-Sale Reserve
Account." Any such account shall be an
Eligible Account or a subaccount of an
Eligible Account.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and
the Excess Interest Distribution
Account, beneficial ownership of which is
represented by the Class S
Certificates, and (ii) the Class A-JFL
Regular Interest, the Swap Contract, the
Floating Rate Account and the proceeds
thereof, beneficial ownership of which is
represented by the Class A-JFL
Certificates.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related
Mortgaged Property and any estoppels
or other agreements executed and delivered
by the ground lessor in favor of the
lender under the Mortgage Loan.
"Group 1
Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to
Loan Group 1.
"Group 2 Mortgage Loan" shall mean any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to
Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including,
without limitation, those so
identified pursuant to CERCLA or any other
federal, state or local environmental
related laws and regulations, and
specifically including, without limitation,
asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea
formaldehyde and any substances
classified as being "in inventory," "usable
work in process" or similar
classification which would, if classified
as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Trustee, the Paying Agent, the
Depositor, the Master Servicer, the Special
Servicer, the Directing
Certificateholder and all Affiliates
thereof, (ii) does not have any material
direct financial interest in or any
material indirect financial interest in any
of the Trustee, the Paying Agent, the
Depositor, the Master Servicer, the
Special Servicer, the Directing
Certificateholder or any Affiliate thereof and
(iii) is not connected with the Trustee,
the Paying Agent, the Depositor, the
Master Servicer, the Special Servicer, the
Directing Certificateholder or any
Affiliate thereof as an officer, employee,
promoter, underwriter, trustee,
partner, director or Person performing
similar functions; provided, however,
that a Person shall not fail to be
Independent of the Trustee, the Paying Agent,
the Depositor, the Master Servicer, the
Special Servicer, the Directing
Certificateholder or any Affiliate thereof
merely because such Person is the
beneficial owner of 1% or less of any Class
of securities issued by the Trustee,
the Paying Agent, the Depositor, the Master
Servicer, the Special Servicer, the
Directing Certificateholder or any
Affiliate thereof, as the case may be,
provided such ownership constitutes less
than 1% of the total assets of such
person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to
the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a
real estate investment trust (except
that the ownership test set forth in that
Section shall be considered to be met
by any Person that owns, directly or
indirectly, 35% or more of any Class of
Certificates, or such other interest in any
Class of Certificates as is set
forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the
Paying Agent, the Master Servicer, any
Companion Holder or the Trust, delivered
to the Trustee, the Paying Agent, any
Companion Holder and the Master Servicer),
so long as the Trust does not receive or
derive any income from such Person and
provided that the relationship between such
Person and the Trust is at arm's
length, all within the meaning of Treasury
Regulations Section 1.856-4(b)(5)
(except that the Master Servicer or the
Special Servicer shall not be considered
to be an Independent Contractor under the
definition in this clause (i) unless
an Opinion of Counsel has been delivered to
the Trustee to that effect) or (ii)
any other Person (including the Master
Servicer and the Special Servicer) upon
receipt by the Trustee, the Paying Agent
and the Master Servicer of an Opinion
of Counsel, which shall be at no expense to
the Trustee, the Paying Agent, the
Master Servicer or the Trust Fund, to the
effect that the taking of any action
in respect of any REO Property by such
Person, subject to any conditions therein
specified, that is otherwise herein
contemplated to be taken by an Independent
Contractor will not cause such REO Property
to cease to qualify as "foreclosure
property" within the meaning of Section
860G(a)(8) of the Code or cause any
income realized in respect of such REO
Property to fail to qualify as Rents from
Real Property.
"Initial Purchasers": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with
the Master Servicer as of the Closing
Date, the Sub-Servicer under any such
Sub-Servicing Agreement.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or
(7) of Regulation D promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the
full or partial condemnation of a
Mortgaged Property, in either case, to the
extent such proceeds are not applied
to the restoration of the related Mortgaged
Property or released to the
Mortgagor or any tenants or ground lessors,
in either case, in accordance with
the Servicing Standards.
"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.
"Intercreditor Agreements": Each of the Poydras Plaza
Intercreditor
Agreement, 1110 South Avenue Intercreditor
Agreement, Mountain Valley Apartments
Intercreditor Agreement, Cambridge Court
Apartments Intercreditor Agreement,
Presidential Estates Intercreditor
Agreement and La Ventana Apartments
Intercreditor Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than with respect to
the Class A-JFL Certificates and the
first Distribution Date), the Class A-JFL
Regular Interest or the Uncertificated
Lower-Tier Interests and any Distribution
Date, the period beginning on the
first day of the calendar month preceding
the calendar month in which the
related Distribution Date occurs and ending
on the last day of the calendar
month preceding the calendar month in which
such Distribution Date occurs,
calculated (except with respect to the
Class A-JFL Certificates) assuming that
each month has 30 days and each year has
360 days. With respect to the Class
A-JFL Certificates and any Distribution
Date, the Interest Accrual Period will
be the period from and including the
Distribution Date in the month preceding
the month in which the related Distribution
Date occurs (or in the case of the
first Distribution Date, the Closing Date)
to, but excluding the related
Distribution Date, calculated assuming that
each month has the actual number of
days in such Interest Accrual Period and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-JFL
Certificates) and the Class A-JFL
Regular Interest for any Distribution Date,
an amount equal to the sum of the
Distributable Certificate Interest and the
Class Unpaid Interest Shortfall with
respect to such Class of Regular
Certificates or the Class A-JFL Regular
Interest, as applicable, for such
Distribution Date.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained
by the Paying Agent pursuant to
Section 3.25 in the name of "Wells Fargo
Bank, N.A., as Paying Agent, in trust
for the registered holders of J.P. Morgan
Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-CIBC11,
Interest Reserve Account," into which the
amounts set forth in Section 3.25
shall be deposited directly and which must
be an Eligible Account or subaccount
of an Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, the Master Servicer, the
Special
Servicer, any Independent Contractor
engaged by the Special Servicer, any Holder
of a Certificate, each Companion Holder
(but only with respect to the related AB
Mortgage Loan) or any Affiliate of any such
Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b).
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to
the related Determination Date,
whether as payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds
or otherwise, which represent late payments
or collections of principal or
interest due in respect of such Mortgage
Loan or Companion Loan (without regard
to any acceleration of amounts due
thereunder by reason of default) on a Due
Date prior to the immediately preceding
Determination Date and not previously
recovered. With respect to any REO Loan,
all amounts received in connection with
the related REO Property prior to the
related Determination Date, whether as
Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections
of principal or interest due or
deemed due in respect of such REO Loan or
the predecessor Mortgage Loan or
Companion Loan (without regard to any
acceleration of amounts due under the
predecessor Mortgage Loan or Companion Loan
by reason of default) on a Due Date
prior to the immediately preceding
Determination Date and not previously
recovered. The term "Late Collections"
shall specifically exclude Penalty
Charges.
"La Ventana Apartments AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as
loan number 135.
"La Ventana Apartments Companion Loan": That certain loan
evidenced
by a promissory B note, which is not an
asset of the Trust Fund, secured by the
Mortgaged Property securing the La Ventana
Apartments AB Mortgage Loan.
"La Ventana Apartments Intercreditor Agreements": That certain
Intercreditor Agreement Among Noteholders,
dated as of August 26, 2004, by and
between CIBC Inc., as the A Note Holder,
and CBA Mezzanine Capital Finance, LLC,
as the B Note Holder. The La Ventana
Apartments Intercreditor Agreement relates
to the La Ventana Apartments AB Mortgage
Loan.
"LIBOR": With respect to the Class A-JFL Certificates and each
Interest Accrual Period, the rate for
deposits in U.S. Dollars, for a period
equal to one month, which appears on the
Dow Jones Market Service (formerly
Telerate) Page 3750 as of 11:00 a.m.,
London time, on the related LIBOR
Determination Date. If such rate does not
appear on Dow Jones Market Service
Page 3750, the rate for that Interest
Accrual Period shall be determined on the
basis of the rates at which deposits in
U.S. Dollars are offered by any four
major reference banks in the London
interbank market selected by the Paying
Agent to provide such bank's offered
quotation of such rates at approximately
11:00 a.m., London time, on the related
LIBOR Determination Date to prime banks
in the London interbank market for a period
of one month, commencing on the
first day of such Interest Accrual Period
and in an amount that is
representative for a single such
transaction in the relevant market at the
relevant time. The Paying Agent shall
request the principal London office of any
four major reference banks in the London
interbank market selected by the Paying
Agent to provide a quotation of such rates,
as offered by each such bank. If at
least two such quotations are provided, the
rate for that Interest Accrual
Period shall be the arithmetic mean of the
quotations. If fewer than two
quotations are provided as requested, the
rate for that Interest Accrual Period
shall be the arithmetic mean of the rates
quoted by major banks in New York City
selected by the Paying Agent, at
approximately 11:00 a.m., New York City time,
on the LIBOR Determination Date with
respect to such Mortgage Loan Accrual
Period for loans in U.S. Dollars to leading
European banks for a period equal to
one month, commencing on the LIBOR
Determination Date with respect to such
Interest Accrual Period and in an amount
that is representative for a single
such transaction in the relevant market at
the relevant time. The Trustee shall
determine LIBOR for each Interest Accrual
Period and the determination of LIBOR
by Trustee shall be binding absent manifest
error.
"LIBOR Determination Date": (i) With respect to the initial
Interest
Accrual Period, the date that is two LIBOR
Business Days prior to the Closing
Date, and (ii) with respect to each
Interest Accrual Period thereafter, the date
that is two LIBOR Business Days prior to
the related Interest Accrual Period.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings
in U.S. Dollar deposits) in London,
England and New York, New York.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery
Determination is made with respect to such
Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the applicable
Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase
Agreement; (iv) such Mortgage Loan is
purchased by the Controlling Class Option
Holder or the Special Servicer
pursuant to Section 3.18(b); (v) such
Mortgage Loan is purchased by the Special
Servicer, the Master Servicer, the Holders
of the Controlling Class or the
Holders of the Class LR Certificates
pursuant to Section 9.01 or acquired by the
Sole Certificateholder in exchange for its
Certificates pursuant to Section
9.01; or (vi) such Mortgage Loan is
purchased by (a) the applicable Companion
Holder pursuant to or as contemplated by
Section 3.18(d) or (b) a mezzanine
lender pursuant to the related mezzanine
intercreditor agreement. With respect
to any REO Property (and the related REO
Loan), any of the following events: (i)
a Final Recovery Determination is made with
respect to such REO Property; (ii)
such REO Property is purchased by the
Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the
Holders of the Class LR Certificates
pursuant to Section 9.01; or (iii) such REO
Property is purchased by (a) the
applicable Companion Holder pursuant to or
as contemplated by Section 3.18(d) or
(b) a mezzanine lender pursuant to the
related mezzanine intercreditor
agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by
the Special Servicer in connection
with a liquidation of any Specially
Serviced Mortgage Loan or REO Property
pursuant to Section 3.18 (including,
without limitation, legal fees and
expenses, committee or referee fees and, if
applicable, brokerage commissions
and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage
Loan or REO Property as to which the
Special Servicer receives a full or
discounted payoff (or an unscheduled partial
payment to the extent such prepayment is
required by the Special Servicer as a
condition to a work out) with respect
thereto from the related Mortgagor or any
Liquidation Proceeds or Insurance and
Condemnation Proceeds with respect to the
related Mortgage Loan, or REO Property (in
any case, other than amounts for
which a Workout Fee has been paid, or will
be payable), equal to the product of
the Liquidation Fee Rate and the proceeds
of such full or discounted payoff or
other partial payment or the Liquidation
Proceeds or Insurance and Condemnation
Proceeds (net of the related costs and
expenses associated with the related
liquidation) related to such liquidated
Specially Serviced Mortgage Loan or REO
Property, as the case may be; provided,
however, that no Liquidation Fee shall
be payable with respect to any event
described in (1) clause (iii)(A) of the
definition of "Liquidation Proceeds," (2)
clause (iv) of the definition of
"Liquidation Proceeds" if such repurchase
occurs within the time parameters
(including any applicable extension period)
set forth in this Agreement and in
the related Mortgage Loan Purchase
Agreement or, if such repurchase occurs after
such time period, the Mortgage Loan Seller
was acting in good faith to resolve
such breach or defect or (3) clause (v) and
clause (vi) of the definition of
"Liquidation Proceeds" (except that a
Liquidation Fee will be payable with
respect to any purchase by a mezzanine
lender or the holder of a Companion Loan
if such purchase does not occur within 60
days following the date the related
Mortgage Loan becomes a Specially Serviced
Mortgage Loan, provided, that the
related mezzanine intercreditor agreement
or intercreditor agreement related to
such Companion Loan provides for payment of
such fee).
"Liquidation Fee Rate": A rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in
connection with: (i) the liquidation
(including a payment in full) of a
Mortgaged Property or other collateral
constituting security for a Defaulted
Mortgage Loan through a trustee's sale,
foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof
required to be released to the related
Mortgagor in accordance with applicable
law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency
judgment obtained against a Mortgagor; (iii)
(A) the purchase of a Defaulted Mortgage
Loan by the Majority Controlling Class
Certificateholder, the Special Servicer or
the Master Servicer or any of their
assignees pursuant to Section 3.18(a) or
(B) any other sale thereof pursuant to
Section 3.18(c), Section 3.18(e), Section
3.18(f) or Section 3.18(g); (iv) the
repurchase of a Mortgage Loan by the
applicable Mortgage Loan Seller pursuant to
Section 6 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a
Mortgage Loan or REO Property by the
Holders of the Controlling Class, the
Special Servicer, the Master Servicer or
the Holders of the Class LR
Certificates pursuant to Section 9.01 or;
(vi) the purchase of a Mortgage Loan
or an REO Property by (a) the Companion
Holder pursuant to Section 3.18(d) or
(b) any other mezzanine lender of the
related Mortgage Loan or REO Loan.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 1
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
1 Principal Distribution Amount for such
Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable
Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or
reimbursed from principal collections on
the Group 2 Mortgage Loans as provided for
in clauses (i) and (ii) of the
definition of "Loan Group 2 Principal
Distribution Amount" had the Loan Group 2
Principal Distribution Amount been
sufficient to make such reimbursements in
full, over (B) the Loan Group 2 Principal
Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of
the definition of "Loan Group 2
Principal Distribution Amount") for that
Distribution Date (provided, further,
(I) that, with respect to the amounts
identified in clauses (i) and (ii) above,
if any of such amounts reimbursed from
principal collections on the Group 1
Mortgage Loans are subsequently recovered
on the related Mortgage Loan, subject
to the application of any recovery to
increase the Loan Group 2 Principal
Distribution Amount as required under
clause (II) of the definition of "Loan
Group 2 Principal Distribution Amount"),
such recovery will be applied to
increase the Loan Group 1 Principal
Distribution Amount for the Distribution
Date related to the period in which such
recovery occurs; and (II) that in the
case of clause (iii) above, if any of such
amounts reimbursed from principal
collections on the Loan Group 2 Mortgage
Loans are subsequently recovered on the
related Mortgage Loan, such recovery will
first be applied to increase the Loan
Group 1 Principal Distribution Amount up to
such amounts and then to increase
the Loan Group 2 Principal Distribution
Amount).
"Loan Group 1 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the
lesser of (a) the Loan Group 1
Principal Distribution Amount for the prior
Distribution Date and (b) the
Certificate Balance of the Class A-1, Class
A-2, Class A-3, Class A-4 and Class
A-SB Certificates, exceeds (2) the
aggregate amount distributed in respect of
principal on the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-SB
Certificates on the prior Distribution
Date. There will be no Loan Group 1
Principal Shortfall on the first
Distribution Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor
REO Loans with respect thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of
the Available Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the
sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b)
that portion, if any, of the Scheduled
Principal Distribution Amount for such
Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of
the Unscheduled Principal Distribution
Amount for such Distribution Date
attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution
Amount for any Distribution Date shall
be reduced by the amount of any
reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable
Advances that are paid or reimbursed from
principal collections on the Group 2
Mortgage Loans in a period during which
such principal collections would have
otherwise been included in the Loan Group
2 Principal Distribution Amount for such
Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or
reimbursed from principal collections on
the Group 2 Mortgage Loans in a period
during which such principal collections
would have otherwise been included in the
Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii)
following the reimbursements
provided for in clauses (i) and (ii) above,
the excess, if any of (A) the total
amount of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable
Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or
reimbursed from principal collections on
the Group 1 Mortgage Loans as provided for
in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal
Distribution Amount" had the Loan Group 1
Principal Distribution Amount been
sufficient to make such reimbursements in
full, over (B) the Loan Group 1 Principal
Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of
the definition of "Loan Group 1
Principal Distribution Amount") for that
Distribution Date (provided, further,
(I) that, with respect to the amounts
identified in clauses (i) and (ii) above,
if any of such amounts reimbursed from
principal collections on the Group 2
Mortgage Loans are subsequently recovered
on the related Mortgage Loan, subject
to the application of any recovery to
increase the Loan Group 1 Principal
Distribution Amount as required under
clause (II) of the definition of "Loan
Group 1 Principal Distribution Amount",
such recovery will be applied to
increase the Loan Group 2 Principal
Distribution Amount for the Distribution
Date related to the period in which such
recovery occurs; and (II) that in the
case of clause (iii) above, if any of such
amounts reimbursed from principal
collections on the Loan Group 1 Mortgage
Loans are subsequently recovered on the
related Mortgage Loan, such recovery will
first be applied to increase the Loan
Group 2 Principal Distribution Amount up to
such amounts and then to increase
the Loan Group 1 Principal Distribution
Amount).
"Loan Group 2 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the
lesser of (a) the Loan Group 2
Principal Distribution Amount for the prior
Distribution Date and (b) the
Certificate Balance of the Class A-1A
Certificates, exceeds (2) the aggregate
amount distributed in respect of principal
on the Class A-1A Certificates on the
prior Distribution Date. There will be no
Loan Group 2 Principal Shortfall on
the first Distribution Date.
"Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by
the Paying Agent pursuant to Section
3.04(b) in trust for the
Certificateholders, which shall be entitled "Wells
Fargo Bank, N.A., as Paying Agent, in trust
for the registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage
Pass-Through Certificates, Series
2005-CIBC11, Lower-Tier Distribution Account."
Any such account, accounts or sub-accounts
shall be an Eligible Account.
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on
or prior to the first Distribution
Date, an amount equal to the Original
Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement
hereto, and (ii) as of any date of
determination after the first Distribution
Date, an amount equal to the
Certificate Balance of the Class of Related
Certificates on the Distribution
Date immediately prior to such date of
determination (determined as adjusted
pursuant to Section 1.02(iii), and in the
case of the Class LA-1-1, Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11,
Class LA-1A-12, Class LA-1A-13, Class
LA-1A-14, Class LA-1A-15, Class LA-2-1,
Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-2-5, Class LA-2-6, Class
LA-3-1, Class LA-3-2, Class LA-4-1,
Class LA-4-2, Class LA-4-3, Class LA-4-4,
Class LA-4-5, Class LA-4-6, Class
LA-SB-1, Class LA-SB-2, Class LA-SB-3,
Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class LC-1, Class LC-2, Class
LD-1, Class LD-2, Class LD-3, Class LE-1,
Class LE-2, Class LE-3, Class LF-1, Class
LF-2, Class LG-1, Class LG-2, Class
LH-1, Class LH-2, Class LH-3, Class LK-1
and Class LK-2 Uncertificated
Interests, as set forth in Section
4.01(b)).
"Lower-Tier Regular Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier REMIC": One of two separate REMICs comprising the
Trust
Fund, the assets of which consist of the
Mortgage Loans (exclusive of Excess
Interest), any REO Property with respect
thereto (or an allocable portion
thereof, in the case of the AB Mortgage
Loans), such amounts as shall from time
to time be held in the Certificate Account
(other than with respect to the
Companion Loans), the REO Account, if any,
the Interest Reserve Account, the
Gain-on-Sale Reserve Account and the
Lower-Tier Distribution Account, and all
other property included in the Trust Fund
that is not in the Upper-Tier REMIC or
the Grantor Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date
of
determination, a fraction, expressed as a
percentage, the numerator of which is
the scheduled principal balance of such
Mortgage Loan as of such date (assuming
no defaults or prepayments on such Mortgage
Loan prior to that date), and the
denominator of which is the Appraised Value
of the related Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the
Controlling Class Certificateholder owning
a majority of the Percentage
Interests in the Controlling Class.
"Master Servicer":
GMAC Commercial Mortgage Corporation, and its
successors in interest and assigns, or any successor Master Servicer
appointed as allowed herein.
"Master Servicer Servicing Standard": As defined in Section
3.01(a)(i).
"Maturity Date": With respect to any Mortgage Loan as of any date
of
determination, the date on which the last
payment of principal is due and
payable under the related Mortgage Note,
after taking into account all Principal
Prepayments received prior to such date of
determination, but without giving
effect to (i) any acceleration of the
principal of such Mortgage Loan by reason
of default thereunder or (ii) any grace
period permitted by the related Mortgage
Note.
"Mezz Cap B Loan": Each of the Companion Loans.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of
principal and/or interest (other than
Excess Interest) on such Mortgage Loan or
Companion Loan, including any Balloon
Payment, which is payable (as the terms of
the applicable Mortgage Loan or
Companion Loan may be changed or modified
in connection with a bankruptcy or
similar proceedings involving the related
Mortgagor or by reason of a
modification, extension, waiver or
amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time
to time under the related Mortgage
Note and applicable law, without regard to
any acceleration of principal of such
Mortgage Loan or Companion Loan by reason
of default thereunder and without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence,
"Moody's" shall be deemed to refer to such
other nationally recognized statistical
rating agency or other comparable Person
designated by the Depositor, notice of
which designation shall be given to the
Trustee, the Paying Agent, the Master
Servicer and the Special Servicer, 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 or other instrument securing a
Mortgage Note and creating a lien on the
fee and/or leasehold interest in the
related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to
reduce the rate at which interest is
paid currently below the Mortgage Rate and
capitalize the amount of such
interest reduction, the excess, if any, of
(a) interest accrued on the Stated
Principal Balance thereof during the
one-month interest accrual period set forth
in the related Mortgage Note at the related
Mortgage Rate over (b) the interest
portion of the related Monthly Payment, as
so modified or reduced, or, if
applicable, Assumed Scheduled Payment due
on such Due Date.
"Mortgage File": With respect to each Mortgage Loan and
Companion
Loan, if applicable, but subject to Section
2.01, collectively the following
documents:
(i) the original executed Mortgage Note bearing, or
accompanied by, all prior and intervening endorsements,
assignments
or allonges showing a complete chain of endorsement or
assignment
from the originator of the Mortgage Loan to the most recent
endorsee, and further endorsed (at the direction of the
Depositor
given pursuant to the applicable Mortgage Loan Purchase
Agreement),
on its face or by allonge attached thereto, without recourse,
representation or warranty, express or implied to the order of
the
Trustee in the following form: "Pay to the order of Wells Fargo
Bank, N.A., as trustee for the registered holders of J.P.
Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC11" or in blank,
provided
that the requirements of this clause (i) will be satisfied by
delivery of a signed lost note affidavit and indemnity properly
assigned or endorsed to the Trustee as described above, with a
copy
of the Mortgage Note attached to it;
(ii) the original Mortgage (or a certified or other copy
thereof from the applicable recording office) (except for
recording
information not yet available if the Mortgage has not been
returned
from the applicable recording office) and originals (or certified
or
other copies from the applicable recording office) of any
intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most
recent mortgagee of record, in each case with evidence of
recording
indicated thereon;
(iii) an original assignment of the Mortgage, in complete and
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the most recent
assignee
of record thereof prior to the Trustee, or if none, by the
originator to "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series
2005-CIBC11"
or in blank;
(iv) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the most recent assignee of record, in each case with
evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to preceding clause (iii)),
in
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the applicable assignee
of
record to "Wells Fargo Bank, N.A., as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
Commercial Mortgage Pass-Through Certificates, Series
2005-CIBC11"
or in blank;
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in
complete
form (except for recording information not yet available if the
instrument being assigned has not been returned from the
applicable
recording office), executed by the applicable Mortgage Loan
Seller
to "Wells Fargo Bank, N.A., as trustee for the registered holders
of
J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC11" or in
blank;
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements,
with
evidence of recording thereon, where appropriate, in those
instances
where the terms or provisions of the Mortgage, Mortgage Note or
any
related security document have been consolidated or modified or
the
Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof, together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgagor's fee
or
leasehold interest in the Mortgaged Property, or if the policy
has
not yet been issued, an original or copy of a "marked-up"
written
commitment (marked as binding and in all cases countersigned by
the
title insurer or its authorized agent) or the pro forma or
specimen
title insurance policy (accepted or approved in writing by the
title
insurer or its authorized agent) or an agreement to provide the
same
pursuant to lender's escrow trust instructions executed by an
authorized representative of the title insurance company,
provided
the policy is issued within 18 months from the Closing Date, in
connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan and any intervening
assignments;
(xi) all UCC Financing Statements, assignments or copies
thereof, as filed or recorded, or in form that is complete and
suitable for filing or recording, as appropriate, or other
evidence
of filing or recording sufficient to perfect (and maintain the
perfection of) the security interest held by the originator of
the
Mortgage Loan (and each assignee of record prior to the Trustee)
in
and to the personalty of the Mortgagor at the Mortgaged
Property,
and to transfer such security interest to the Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the
Mortgage,
Mortgage Note or other document or instrument referred to
above was not signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional
Debt, a co-lender agreement, a subordination agreement or other
intercreditor agreement, pursuant to which such Additional Debt
will
be subordinated to such Mortgage Loan as set forth in such
intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease, the related ground lease or a certified copy thereof and
any
related ground lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan and, within sixty (60) days of the Closing Date or such
earlier
date as required by the issuer of the letter of credit, a copy
of
the appropriate transfer or assignment documents (which may be
in
the form of an amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together with a copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any property management agreement(s);
(xxi) a copy of any franchise agreements and comfort letters
related thereto;
(xxii) a copy of any lock-box or cash management agreement(s);
(xxiii) a list related to such Mortgage Loan indicating the
related Mortgage Loan documents included in the related
Mortgage
File (the "Mortgage Loan Checklist"); and
(xxiv) with respect to each Mortgage Loan that has one or more
Companion Loan(s), the related Intercreditor Agreement and a copy
of
each Mortgage Note relating to such Companion Loan(s), rather
than
the original;
provided, however, that (a) whenever the
term "Mortgage File" is used to refer
to documents held by the Trustee, or a
Custodian appointed thereby, such term
shall not be deemed to include such
documents and instruments required to be
included therein unless they are actually
received by the Trustee or a Custodian
appointed thereby, (b) if there exists with
respect to any Crossed Group only
one original or certified copy of any
document referred to in the definition of
"Mortgage File" covering all of the
Mortgage Loans in such Crossed Group, then
the inclusion of such original or certified
copy in the Mortgage File for any of
the Mortgage Loans constituting such
Crossed Group shall be deemed the inclusion
of such original or certified copy in the
Mortgage File for each such Mortgage
Loan, (c) to the extent that this Agreement
refers to a "Mortgage File" for any
Companion Loan, such "Mortgage File" shall
be construed to mean the Mortgage
File for the related Mortgage Loan (except
that references to the Mortgage Note
for the Companion Loan otherwise described
above shall be construed to instead
refer to a photocopy of such Mortgage Note)
and (d) the execution and/or
recordation of any assignment of Mortgage,
any separate assignment of Assignment
of Leases and any assignment of any UCC
Financing Statement in the name of the
Trustee shall not be construed to limit the
beneficial interest of the related
Companion Holder(s) in such instrument and
the benefits intended to be provided
to them by such instrument, it being
acknowledged that (i) the Trustee shall
hold such record title for the benefit of
the Trust as the holder of the related
Mortgage Loan and the related Companion
Holder(s) collectively and (ii) any
efforts undertaken by the Trustee, the
Master Servicer, or the Special Servicer
on its behalf to enforce or obtain the
benefits of such instrument shall be
construed to be so undertaken by Trustee,
the Master Servicer or the Special
Servicer for the benefit of the Trust as
the holder of the applicable Mortgage
Loan and the related Companion Holder(s)
collectively.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and
from time to time held in the Trust
Fund. As used herein, the term "Mortgage
Loan" includes the related Mortgage
Note, Mortgage and other documents
contained in the related Mortgage File and
any related agreements. As used in this
Agreement, the term "Mortgage Loan" does
not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage
File."
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan
Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title
and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
the Trust Fund, attached hereto as
Exhibit B, which list sets forth the
following information with respect to each
Mortgage Loan:
(i) the loan identification number and loan servicing number
(as specified in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, state, county and
zip code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage
Loan Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box
agreement is in place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period; and
(xxvi) the applicable Loan Group to which the Mortgage Loan
belongs.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii)
above for all of the Mortgage Loans.
Such list may be in the form of more than
one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) JPMorgan Chase Bank,
National
Association, a national banking
association, or its successor in interest and
(2) CIBC Inc., a Delaware corporation, or
its successor in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a
Mortgage Loan or Companion Loan, together
with any rider, addendum or amendment
thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
Loan on or prior to its Maturity Date, the
annual rate at which interest is
scheduled (in the absence of a default) to
accrue on such Mortgage Loan or
Companion Loan from time to time in
accordance with the related Mortgage Note
and applicable law, exclusive of the Excess
Rate; or (ii) any Mortgage Loan or
Companion Loan after its Maturity Date, the
annual rate described in clause (i)
above determined without regard to the
passage of such Maturity Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has
acquired the related Mortgaged Property
and assumed the obligations of the original
obligor under the Mortgage Note.
"Mountain Valley Apartments AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan
Schedule as loan number 44.
"Mountain Valley Apartments Companion Loan": That certain loan
evidenced by a promissory B note, which is
not an asset of the Trust Fund,
secured by the Mortgaged Property securing
the Mountain Valley Apartments AB
Mortgage Loan.
"Mountain Valley Apartments Intercreditor Agreement": That
certain
Intercreditor Agreement Among Noteholders,
dated as of September 30, 2004, by
and between CIBC Inc., as the A Note
Holder, and CBA Mezzanine Capital Finance,
LLC, as the B Note Holder. The Mountain
Valley Apartments Intercreditor
Agreement relates to the Mountain Valley
Apartments AB Mortgage Loan.
"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 Mortgage Loans
during the related Due Period,
exceeds (b) the aggregate amount deposited
by the Master Servicer in the
Certificate Account for such Distribution
Date pursuant to Section 3.19 in
connection with such Prepayment Interest
Shortfalls.
"Net Investment Earnings": With respect to the Certificate
Account,
the Servicing Accounts or the REO Account
for any period from any Distribution
Date to the immediately succeeding P&I
Advance Date, the amount, if any, by
which the aggregate of all interest and
other income realized during such period
on funds relating to the Trust Fund held in
such account, exceeds the aggregate
of all losses, if any, incurred during such
period in connection with the
investment of such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to the Certificate Account,
the
Servicing Accounts or the REO Account for
any period from any Distribution Date
to the immediately succeeding P&I
Advance Date, the amount by which the
aggregate of all losses, if any, incurred
during such period in connection with
the investment of funds relating to the
Trust Fund held in such account in
accordance with Section 3.06, exceeds the
aggregate of all interest and other
income realized during such period on such
funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per
annum equal to the related Mortgage
Rate then in effect, minus the
Administrative Cost Rate; provided, that for
purposes of calculating Pass-Through Rates,
the Net Mortgage Rate for any
Mortgage Loan will be determined without
regard to any modification, waiver or
amendment of the terms of such Mortgage
Loan, whether agreed to by the Master
Servicer or the Special Servicer or
resulting from a bankruptcy, insolvency or
similar proceeding involving the Mortgagor;
provided, further, that if any
Mortgage Loan does not accrue interest on
the basis of a 360-day year consisting
of twelve 30-day months, then, solely for
purposes of calculating Pass-Through
Rates, the Net Mortgage Rate of such
Mortgage Loan for any one-month period
preceding a related Due Date will be the
annualized rate at which interest would
have to accrue in respect of such Mortgage
Loan on the basis of a 360-day year
consisting of twelve 30-day months in order
to produce the aggregate amount of
interest actually accrued (exclusive of
Default Interest or Excess Interest) in
respect of such Mortgage Loan during such
one-month period at the related Net
Mortgage Rate; provided, further, that,
with respect to each Interest Reserve
Loan, the Net Mortgage Rate for the one
month period (A) preceding the Due Dates
that occur in January and February in any
year which is not a leap year or
preceding the Due Date that occurs in
February in any year which is a leap year,
and (B) preceding the Due Date in March,
will be the per annum rate stated in
the related Mortgage Note less the related
Administrative Cost Rate. With
respect to any REO Loan, the Net Mortgage
Rate shall be calculated as described
above, determined as if the predecessor
Mortgage Loan had remained outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net
Operating Income will be calculated in
accordance with the standard definition of
"Net Operating Income" approved from
time to time endorsed and put forth by the
CMSA.
"New
Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the
Trust, including any lease renewed,
modified or extended on behalf of the
Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a
Mortgage Loan or REO Loan which, in the
reasonable judgment of the Master Servicer
or the Trustee, as applicable, will
not be ultimately recoverable, together
with any accrued and unpaid interest
thereon at the Reimbursement Rate, from
Late Collections or any other recovery
on or in respect of such Mortgage Loan or
REO Loan; provided, however, that the
Special Servicer may, at its option, in
consultation with the Directing
Certificateholder, make a determination in
accordance with the Servicing
Standards, that any P&I Advance
previously made or proposed to be made is a
Nonrecoverable P&I Advance and shall
deliver to the Master Servicer or the
Trustee notice of such determination. Any
such determination shall be conclusive
and binding on the Master Servicer and the
Trustee, provided, however, the
Special Servicer shall have no such option
to make an affirmative determination
that any P&I Advance is or would be
recoverable and in the absence of a
determination by the Special Servicer that
such Advance is or would be a
Non-Recoverable Advance, such decision
shall remain with the Master Servicer or
Trustee, as applicable. In making such
recoverability determination, the Master
Servicer, Special Servicer or Trustee, as
applicable, 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 Standards in
the case of the Master Servicer and
the Special Servicer) regarding the
possibility and effects of future adverse
change with respect to such Mortgaged
Properties, to estimate and consider
(among other things) future expenses and to
estimate and consider (consistent
with the Servicing Standards in the case of
the Master Servicer and the Special
Servicer) (among other things) the timing
of recoveries. In addition, any
Person, in considering whether a P&I
Advance is a Nonrecoverable Advance, will
be entitled to give due regard to the
existence of any outstanding
Nonrecoverable Advance or Workout Delayed
Reimbursement Amount with respect to
other Mortgage Loans which, at the time of
such consideration, the reimbursement
of which is being deferred or delayed by
the Master Servicer or the Trustee
because there is insufficient principal
available for such reimbursement, in
light of the fact that proceeds on the
related Mortgage Loan are a source of
reimbursement not only for the P&I
Advance under consideration, but also as a
potential source of reimbursement of such
Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which
are or may be being deferred or
delayed. In addition, any such Person may
update or change its recoverability
determinations at any time (but not reverse
any other Person's determination
that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing
Standards, in the case of the Master
Servicer, may obtain, promptly upon
request, from the Special Servicer any
reasonably required analysis, Appraisals
or market value estimates or other
information in the Special Servicer's
possession for making a recoverability
determination. Absent bad faith, the
Master Servicer's, 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 determination by
the Master Servicer or the Special
Servicer or the Trustee, as applicable,
that it has made a Nonrecoverable P&I
Advance or that any proposed P&I
Advance, if made, would constitute a
Nonrecoverable P&I Advance, or any
updated or changed recoverability
determination, shall be evidenced by an
Officer's Certificate delivered by
either the Special Servicer or the Master
Servicer to the other and to the
Trustee, the Paying Agent, the Directing
Certificateholder, the Depositor, or by
the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the
Paying Agent and the Directing
Certificateholder. The Officer's Certificate
shall set forth such determination of
nonrecoverability and the considerations
of the Master Servicer, the Special
Servicer or the Trustee, as applicable,
forming the basis of such determination
(which shall be accompanied by, to the
extent available, income and expense
statements, rent rolls, occupancy status,
property inspections and any other
information used by the Master Servicer, the
Special Servicer or the Trustee, as
applicable, to make such determination and
shall include any existing Appraisal of the
related Mortgage Loan or Mortgaged
Property). The Trustee shall be entitled to
conclusively rely on the Master
Servicer's or Special Servicer's
determination that a P&I Advance is or would be
nonrecoverable, and the Master Servicer
shall be entitled to conclusively rely
on the Special Servicer's determination
that a P&I Advance is or would be
nonrecoverable. In the case of a
cross-collateralized Mortgage Loan, such
recoverability determination shall take
into account the cross-collateralization
of the related cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan or REO Property which,
in the reasonable judgment of the Master
Servicer, the Special Servicer or the
Trustee, as the case may be, will not be
ultimately recoverable, together with
any accrued and unpaid interest thereon, at
the Reimbursement Rate, from Late
Collections or any other recovery on or in
respect of such Mortgage Loan or REO
Property. 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
Standards in the case of the Master
Servicer or the Special Servicer) regarding
the possibility and effects of
future adverse change with respect to such
Mortgaged Properties, to estimate and
consider (consistent with the Servicing
Standards in the case of the Master
Servicer or the Special Servicer) (among
other things) future expenses and to
estimate and consider (among other things)
the timing of recoveries. In
addition, any Person, in considering
whether a Servicing Advance is a
Nonrecoverable Advance, will be entitled to
give due regard to the existence of
any Nonrecoverable Advance or Workout
Delayed Reimbursement Amounts with respect
to other Mortgage Loans which, at the time
of such consideration, the recovery
of which are being deferred or delayed by
the Master Servicer, in light of the
fact that proceeds on the related Mortgage
Loan are a source of recovery not
only for the Servicing Advance under
consideration, but also as a potential
source of recovery of such Nonrecoverable
Advance or Workout Delayed
Reimbursement Amounts which are or may be
being deferred or delayed. In
addition, any such Person may update or
change its recoverability determinations
at any time (but not reverse any other
Person's determination that an Advance is
a Nonrecoverable Advance) and, consistent
with the Servicing Standards, in the
case of the Master Servicer, may obtain,
promptly upon request, from the Special
Servicer any reasonably required analysis,
Appraisals or market value estimates
or other information in the Special
Servicer's possession for making a
recoverability determination. The
determination by the Master Servicer, the
Special Servicer or the Trustee, as the
case may be, that it has made a
Nonrecoverable Servicing Advance or that
any proposed Servicing Advance, if
made, would constitute a Nonrecoverable
Servicing Advance, or any updated or
changed recoverability determination, shall
be evidenced by an Officer's
Certificate delivered by either of the
Special Servicer or Master Servicer to
the other and to the Trustee, the Paying
Agent, the Directing Certificateholder,
and the Depositor, or by the Trustee to the
Depositor, the Master Servicer, the
Special Servicer, the Paying Agent and the
Directing Certificateholder;
provided, however, that the Special
Servicer may, at its option, in consultation
with the Directing Certificateholder, make
a determination in accordance with
the Servicing Standards, that any Servicing
Advance previously made or proposed
to be made is a Nonrecoverable Servicing
Advance and shall deliver to the Master
Servicer and the Trustee notice of such
determination. Any such determination
shall be conclusive and binding on the
Master Servicer, the Special Servicer and
the Trustee, provided, however the Special
Servicer shall have no such option to
make an affirmative determination that any
P&I Advance is or would be
recoverable and in the absence of a
determination by the Special Servicer that
such Advance is a Non-Recoverable Advance,
such decision shall remain with the
Master Servicer or Trustee, as applicable.
The Officer's Certificate shall set
forth such determination of
nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the
basis of such determination (which shall be
accompanied by, to the extent
available, such as related income and
expense statements, rent rolls, occupancy
status and property inspections, and shall
include an Appraisal of the related
Mortgage Loan or Mortgaged Property). The
Special Servicer shall promptly
furnish any party required to make
Servicing Advances hereunder with any
information in its possession regarding the
Specially Serviced Mortgage Loans
and REO Properties as such party required
to make Servicing Advances may
reasonably request for purposes of making
recoverability determinations. The
Trustee shall be entitled to conclusively
rely on the Master Servicer's or
Special Servicer's, as the case may be,
determination that a Servicing Advance
is or would be nonrecoverable, and the
Master Servicer shall be entitled to
conclusively rely on the Special Servicer's
determination that a Servicing
Advance is or would be nonrecoverable. In
the case of a cross collateralized
Mortgage Loan, such recoverability
determination shall take into account the
cross collateralization of the related
cross collateralized Mortgage Loan.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-1, Class A-1A,
Class F, Class G,
Class H,
Class J, Class K, Class L, Class M, Class
N, Class P, Class NR, Class S, Class R
or Class LR Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan that
is
not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with
respect to the Transfer of a Residual
Certificate, (i) such person holds such
Residual Certificate in connection with the
conduct of a trade or business
within the United States and furnishes the
Transferor and the Certificate
Registrar with an effective Internal
Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to
both the Transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
such Transfer is in accordance with the
requirements of the Code and the
regulations promulgated thereunder and that
such Transfer of the Residual
Certificate will not be disregarded for
federal income tax purposes. A Person
shall be treated as a Non-U.S. Person, (A)
notwithstanding clause (i) of the
preceding sentence, if it is a partnership
(including any entity treated as a
partnership for U.S. federal income tax
purposes) any interest in which is
owned, directly or indirectly, through one
more partnerships, trusts or other
pass-through entities by a Non-U.S. Person
or (B) if such Person is a U.S.
Person with respect to whom income from a
Residual Certificate is attributable
to a foreign permanent establishment of
fixed base, within the meaning of an
applicable income treaty, of such Person or
any other U.S. Person.
"Notional Amount": In the case of the Class X-1 Certificates,
the
Class X-1 Notional Amount. In the case of
the Class X-2 Certificates, the Class
X-2 Notional Amount. In the case of each
Component, the amount set forth in the
applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class A-3,
Class
A-4, Class A-SB, Class A-J, Class A-JFL,
Class X-2, Class B, Class C, Class D
and Class E Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special
Servicer, as the case may be, or a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the
Depositor, the Master Servicer or the
Special Servicer, acceptable in form and
delivered to the Trustee and the Paying
Agent, except that any opinion of counsel
relating to (a) the qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as
a REMIC, (b) compliance with the
REMIC Provisions, (c) qualification of the
Grantor Trust as a grantor trust
under subpart E, Part I of subchapter J of
the Code for federal income tax
purposes or (d) the resignation of the
Master Servicer, the Special Servicer or
the Depositor pursuant to Section 6.04,
must be an opinion of counsel who is in
fact Independent of the Depositor, the
Master Servicer or the Special Servicer,
as applicable.
"Option Holder": As defined in Section 3.18(
