EXHIBIT 4
==============================================================================
BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
Depositor,
BANK OF AMERICA, N.A.,
Master Servicer,
MIDLAND LOAN SERVICES, INC.,
Special Servicer,
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and REMIC Administrator,
and
ABN AMRO BANK N.V.,
Fiscal Agent
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
---------------------------------
$1,510,955,000
Commercial Mortgage Pass-Through Certificates
Series 2005-2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; CERTAIN
CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
CERTIFICATES
Section 1.01 Defined
Terms..................................................
Section 1.02 Rules of Construction; Other
Definitional Provisions...........
Section 1.03 Certain Calculations in Respect of
the Mortgage Pool...........
Section 1.04 Cross-Collateralized Mortgage
Loans............................
Section 1.05 Incorporation of Preliminary
Statement.........................
ARTICLE II
CONVEYANCE OF
MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans...................................
Section 2.02 Acceptance of the Component
Mortgage Loan REMIC and REMIC
I by Trustee..................................................
Section 2.03 Mortgage Loan Seller's Repurchase
or Substitution of
Mortgage Loans for Material Document Defects and
Material
Breaches.............................................
Section 2.04 Representations and Warranties of
the Depositor................
Section 2.05 Representations and Warranties of
the Master Servicer..........
Section 2.06 Representations and Warranties of
the Special Servicer.........
Section 2.07 Representations and Warranties of
the Trustee and the
REMIC Administrator...........................................
Section 2.08 Execution, Authentication and
Delivery of Class CP
Certificates; Creation of CP Component Mortgage Loan
REMIC Regular Interests and Component Mortgage Loan
REMIC Residual Interest.......................................
Section 2.09 Issuance of the Class R-I
Certificates; Creation of the
REMIC I Regular Interests.....................................
Section 2.10 Conveyance of REMIC I Regular
Interests; Acceptance of
REMIC II by the Trustee.......................................
Section 2.11 Issuance of the REMIC II
Certificates..........................
Section 2.12 Loss of Value Reserve Fund
Provisions..........................
Section 2.13 Designation of Grantor
Trust...................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Administration of the
Loans....................................
Section 3.02 Collection of Mortgage Loan
Payments...........................
Section 3.03 Collection of Taxes, Assessments
and Similar Items;
Servicing Accounts; Servicing Advances; Reserve Accounts......
Section 3.04 Certificate Account, Distribution
Account, Component
Mortgage Loan REMIC Distribution Account, REMIC I
Distribution Account, REMIC II Distribution Account,
Excess Interest Distribution Account, Excess Liquidation
Proceeds Account and Whole Loan Custodial Account.............
Section 3.05 Permitted Withdrawals From the
Certificate Account, the
Distribution Account, the Whole Loan Custodial Accounts
and the Excess Liquidation Proceeds Account...................
Section 3.06 Investment of Funds in the
Certificate Account, the
Interest Reserve Account, the Excess Interest
Distribution Account, the Component Mortgage Loan REMIC
Distribution Account, the REMIC I Distribution Account,
the REMIC II Distribution Account, the Excess
Liquidation Proceeds Account and the REO Account..............
Section 3.07 Maintenance of Insurance Policies;
Errors and Omissions
and Fidelity Coverage.........................................
Section 3.08 Enforcement of Alienation
Clauses..............................
Section 3.09 Realization Upon Defaulted
Loans...............................
Section 3.10 Trustee to Cooperate; Release of
Mortgage Files................
Section 3.11 Servicing Compensation; Interest
on Servicing Advances;
Payment of Certain Expenses; Obligations of the Trustee
Regarding Back-up Servicing Advances..........................
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 Resolution of Defaulted Mortgage
Loans and REO Properties......
Section 3.19 Additional Obligations of the
Master Servicer and the
Special Servicer..............................................
Section 3.20 Modifications, Waivers, Amendments
and Consents................
Section 3.21 Transfer of Servicing Between
Master Servicer and Special
Servicer; Record Keeping; Asset Status Report; Directing
Certificateholder.............................................
Section 3.22 Sub-Servicing
Agreements.......................................
Section 3.23 Designation of the Special
Servicer by the Majority
Certificateholder of the Controlling Class or the
related Controlling Holder....................................
Section 3.24
Confidentiality................................................
Section 3.25 No Solicitation of
Prepayments.................................
Section 3.26 Certain Matters with Respect to
Mortgage Loans Permitting
Defeasance, Franchise Mortgage Loans and Certain
Mortgage Loans Permitting Additional Debt.....................
Section 3.27 Application of Default
Charges.................................
Section 3.28 Matters Regarding the Whole
Loans..............................
Section 3.29 Right to Appoint Operating
Advisor; Authority of
Operating Advisor.............................................
Section 3.30 Matters Relating to Certain
Mortgage Loans.....................
Section 3.31 Matters Regarding the Fashion Show
Mall Whole Loan.............
Section 3.32 Certain Powers of the Controlling
Holders and Certain
Intercreditor Matters.........................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS
Section 4.01
Distributions..................................................
Section 4.02 Statements to Certificateholders;
Certain Reports by the
Master Servicer and the Special Servicer......................
Section 4.03 P&I
Advances...................................................
Section 4.04 Allocation of Realized Losses and
Additional Trust Fund
Expenses......................................................
Section 4.05 Interest Reserve
Account.......................................
Section 4.06 Excess Interest Distribution
Account...........................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02 Registration of Transfer and
Exchange of Certificates..........
Section 5.03 Book-Entry
Certificates........................................
Section 5.04 Mutilated, Destroyed, Lost or
Stolen Certificates..............
Section 5.05 Persons Deemed
Owners..........................................
Section 5.06 Certification by Certificate
Owners............................
Section 5.07 Regarding the Identification of
Certain Certificateholders.....
ARTICLE VI
THE DEPOSITOR, THE
MASTER SERVICER, THE SPECIAL SERVICER AND THE REMIC
ADMINISTRATOR
Section 6.01 Liability of the Depositor, the
Master Servicer, the
Special Servicer and the REMIC Administrator..................
Section 6.02 Merger, Consolidation or
Conversion of the Depositor, the
Master Servicer, the Special Servicer or the REMIC
Administrator.................................................
Section 6.03 Limitation on Liability of the
Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator
and Others....................................................
Section 6.04 Master Servicer, Special Servicer
and REMIC Administrator
Not to Resign.................................................
Section 6.05 Rights of the Depositor and the
Trustee in Respect of the
Master Servicer, the Special Servicer and the REMIC
Administrator.................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default..............................................
Section 7.02 Trustee to Act; Appointment of
Successor.......................
Section 7.03 Notification to
Certificateholders.............................
Section 7.04 Waiver of Events of
Default....................................
Section 7.05 Additional Remedies of Trustee
Upon Event of Default...........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee..............................................
Section 8.02 Certain Matters Affecting the
Trustee..........................
Section 8.03 Trustee and Fiscal Agent Not
Liable for Validity or
Sufficiency of Certificates or Loans..........................
Section 8.04 Trustee May Own
Certificates...................................
Section 8.05 Fees of Trustee; Indemnification
of Trustee....................
Section 8.06 Eligibility Requirements for
Trustee...........................
Section 8.07 Resignation and Removal of the
Trustee.........................
Section 8.08 Successor Trustee and Fiscal
Agent.............................
Section 8.09 Merger or Consolidation of Trustee
or Fiscal 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 Filings with the Securities and
Exchange Commission............
Section 8.14 Fiscal Agent Appointed; Concerning
the Fiscal Agent............
Section 8.15 Maintenance of Mortgage
File...................................
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 AND GRANTOR TRUST PROVISIONS
Section 10.01 REMIC
Administration...........................................
Section 10.02 Depositor, Master Servicer,
Special Servicer and Trustee
to Cooperate with REMIC Administrator.........................
Section 10.03 Fees of the REMIC
Administrator................................
Section 10.04 Use of
Agents..................................................
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 Successors and Assigns;
Beneficiaries..........................
Section 11.08 Article and Section
Headings...................................
Section 11.09 Notices to and from Rating
Agencies............................
Section 11.10 Requests for Information;
Standing Requests....................
LIST OF EXHIBITS AND SCHEDULES
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-AB Certificate
EXHIBIT A-6 Form
of Class A-5 Certificate
EXHIBIT A-7 Form
of Class XC Certificate
EXHIBIT A-8 Form
of Class XP Certificate
EXHIBIT A-9 Form
of Class A-M Certificate
EXHIBIT A-10 Form of
Class A-J 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 O Certificate
EXHIBIT A-24 Form of
Class P Certificate
EXHIBIT A-25 Form of
Class R-I Certificate
EXHIBIT A-26 Form of
Class R-II Certificate
EXHIBIT A-27 Form of
Class CP Certificate
EXHIBIT A-28 Form of
Class V Certificate
EXHIBIT B
Form of Investment Representation Letter
EXHIBIT C-1 Form
of Transfer Affidavit and Agreement Pursuant to
Section 5.02(d)(i)(B)
EXHIBIT C-2 Form
of Transferor Certificate Pursuant to Section
5.02(d)(i)(D)
EXHIBIT D
Request for Release
EXHIBIT E
Form of ERISA Representation Letter
EXHIBIT F
Form of Custodial Certification
EXHIBIT G
Form of Trustee Distribution Date Statement
EXHIBIT H
Request for Review
EXHIBIT I
Form of Notice Regarding Purchase Option Exercise
EXHIBIT J
Form of Notice and Certification Regarding Defeasance of
Mortgage Loan
EXHIBIT K
Form of Certification to be Provided with Form 10-K
EXHIBIT L
Form of Certification to be Provided to Depositor
EXHIBIT M
Form of Confidentiality Agreement
EXHIBIT N
Form of Regulation S Certificate
EXHIBIT O
Form of Transfer Certificate for Exchange or Transfer from
Domestic Global Certificate to Regulation S Global Certificate
During the Restricted Period
EXHIBIT P
Form of Transfer Certificate for Exchange or Transfer from
Domestic
Global Certificate to Regulation S Global Certificate After
the Restricted Period
EXHIBIT Q
Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Domestic Global Certificate
EXHIBIT R
Form of Notice Relating to the Fashion Show Mall Mortgage
Loan
SCHEDULE I
Mortgage Loan Schedule
SCHEDULE II
Sub-Servicing Agreements in Effect as of the Closing Date
SCHEDULE III Schedule
of Exceptions under Section 2.02(a)
SCHEDULE IV
Class XP Reference Rates
SCHEDULE V
Mortgage Loans that Initially Pay Interest Only
SCHEDULE VI
Mortgage Loans Containing Additional Debt
SCHEDULE VII Schedule
of Controlling Holders and Operating Advisors
ANNEX A
Description of Contemplated Lease Modification regarding
Loan No. 58623
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), dated
and
effective as of June 1, 2005, is by and
among BANC OF AMERICA COMMERCIAL
MORTGAGE INC., as Depositor, BANK OF
AMERICA, N.A., as Master Servicer, MIDLAND
LOAN SERVICES, INC., as Special Servicer,
LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and as REMIC Administrator, and ABN
AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell Certificates, to be issued
hereunder
in multiple Classes, which in the aggregate
will evidence the entire beneficial
ownership interest in the Trust to be
created hereunder.
As provided herein, the Trustee will elect that three
segregated
pools of assets within the Trust Fund,
exclusive of the Excess Interest and the
Excess Interest Distribution Account, be
treated for federal income tax purposes
as three separate real estate mortgage
investment conduits (the "Component
Mortgage Loan REMIC", "REMIC I" and "REMIC
II", respectively).
Component Mortgage Loan REMIC
The Trustee will elect to treat the segregated pool of assets
consisting of the CP Component Mortgage
Loan and certain other related assets
subject to this Agreement as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as the "Component Mortgage Loan
REMIC". The Component Mortgage Loan REMIC
Residual Interest will represent the
sole class of "residual interests" in the
Component Mortgage Loan REMIC for
purposes of the REMIC Provisions under
federal income tax law, and will be
represented by the Class R-I Certificates.
The Component Mortgage Loan REMIC
Regular Interests will consist of the CP
Component Mortgage Loan REMIC Senior
Regular Interest and the CP Component
Mortgage Loan REMIC Subordinate Regular
Interest. The CP Component Mortgage Loan
REMIC Senior Regular Interest will not
be certificated and will be held by REMIC
I. The Class CP Certificates will
represent the CP Component Mortgage Loan
REMIC Subordinate Regular Interest.
The following table sets forth the initial CP Component
Mortgage
Loan Senior Balance and the Corresponding
Component Mortgage Loan REMIC Senior
Regular Interest:
Corresponding Component Mortgage
Initial CP Component Mortgage
Loan REMIC
Loan
Senior Balance
Senior Regular Interest
-------------------------------
---------------------------------
$33,500,000
CP Component Mortgage Loan Senior
Regular Interest
The following table sets forth the initial CP Component
Mortgage
Loan Subordinate Balance and the
Corresponding Component Mortgage Loan REMIC
Subordinate Regular Interest:
Corresponding Component Mortgage
Initial CP Component Mortgage
Loan REMIC
Loan Subordinate Balance
Subordinate Regular Interest
-------------------------------
---------------------------------
$5,000,000
Class CP Certificates
REMIC I
As provided herein, the Trustee will elect that the portion of
the
Trust Fund consisting of the Majority
Mortgage Loans (exclusive of Excess
Interest), the CP Component Mortgage Loan
REMIC Senior Regular Interest and
certain other related assets subject to
this Agreement shall be treated as a
REMIC for federal income tax purposes, and
such segregated asset pool will be
designated as "REMIC I". The REMIC I
Regular Interests listed below under the
heading "Corresponding REMIC I Regular
Interests" constitute "regular interests"
in REMIC I and the Class R-I Certificates
constitute the sole Class of "residual
interests" in REMIC I created hereunder for
purposes of the REMIC Provisions.
The following table sets forth the Class or Component
designation,
the corresponding REMIC I Regular Interest
(the "Corresponding REMIC I Regular
Interest"), and the Corresponding
Components of the Class X Certificates for
each Class of the REMIC II Certificates
(the "Corresponding Certificates").
Corresponding
Corresponding
Corresponding REMIC I Regular
REMIC I
Components of Class
Certificates
Interests(1) Principal
Balance X
Certificates(1)
--------------- ---------------- -------------------
--------------------
Class A-1
LA-1-1
$3,379,000
XA-1-1
LA-1-2
$4,440,000
XA-1-2
LA-1-3
$15,781,000
XA-1-3
Class A-2
LA-2-1
$15,864,000
XA-2-1
LA-2-2
$36,577,000
XA-2-2
LA-2-3
$84,659,000
XA-2-3
Class A-3
LA-3-1
$79,272,000
XA-3-1
LA-3-2
$27,611,000
XA-3-2
LA-3-3
$25,314,000
XA-3-3
LA-3-4
$86,914,000
XA-3-4
LA-3-5
$17,689,000
XA-3-5
Class A-4
LA-4-1
$9,935,000
XA-4-1
LA-4-2
$142,908,000
XA-4-2
LA-4-3
$18,375,000
XA-4-3
LA-4-4
$16,762,000
XA-4-4
LA-4-5
$18,720,000
XA-4-5
Class A-AB
LA-AB-1
$3,139,000
XA-AB-1
LA-AB-2
$4,494,000
XA-AB-2
LA-AB-3
$4,871,000
XA-AB-3
LA-AB-4
$3,526,000
XA-AB-4
LA-AB-5
$1,200,000
XA-AB-5
LA-AB-6
$4,997,000
XA-AB-6
LA-AB-7
$6,052,000
XA-AB-7
LA-AB-8
$38,231,000
XA-AB-8
Class A-5
LA-5-1
$99,232,000
XA-5-1
LA-5-2
$27,017,000
XA-5-2
LA-5-3
$352,682,000
XA-5-3
Class A-M
LA-M
$164,234,000
XA-M
Class A-J
LA-J
$108,805,000
XA-J
Class B
LB
$43,111,000
XB
Class C
LC
$16,423,000
XC
Class D
LD-1
$9,341,000
XD-1
LD-2
$8,808,000
XD-2
LD-3
$10,592,000
XD-3
Class E
LE-1
$6,172,000
XE-1
LE-2
$9,990,000
XE-2
LE-3
$261,000
XE-3
Class F
LF-1
$4,723,000
XF-1
LF-2
$11,580,000
XF-2
LF-3
$4,227,000
XF-3
Class G
LG-1
$10,168,000
XG-1
LG-2
$8,309,000
XG-2
Class H
LH-1
$979,000
XH-1
LH-2
$14,066,000
XH-2
LH-3
$3,431,000
XH-3
Class J
LJ
$8,212,000
XJ
Class K
LK-1
$804,000
XK-1
LK-2
$5,355,000
XK-2
Class L
LL
$6,159,000
XL
Class M
LM
$4,106,000
XM
Class N
LN
$2,053,000
XN
Class O
LO
$10,265,000
XO
Class P
LP
$20,529,323
XP
------------
(1) The REMIC I Regular Interest
or Interests and the Component or Components
of the
Class X Certificates that correspond to any particular Class of
REMIC II
Regular Certificates also correspond to each other and,
accordingly,
constitute the (i) "Corresponding REMIC I Regular Interests"
and (ii)
"Corresponding Components", respectively, with respect to each
other.
REMIC II
As provided herein, the Trustee will elect to treat that portion
of
the Trust Fund consisting of the REMIC I
Regular Interests and certain other
assets subject to this Agreement as a REMIC
for federal income tax purposes, and
such segregated asset pool will be
designated as "REMIC II". The Class A-1,
Class A-2, Class A-3, Class A-4, Class
A-AB, Class A-5, Class XC, Class XP,
Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P
Certificates will constitute "regular
interests" in REMIC II, and the Class R-II
Certificates will constitute the sole Class
of "residual interests" in REMIC II
for purposes of the REMIC Provisions.
The following table sets forth the designation, the approximate
initial Pass-Through Rate, and the Initial
Class Principal Balance for each of
the Classes of REMIC II Regular
Certificates, which are issued by REMIC II, and
the Class CP Certificates, which are issued
by the Component Mortgage Loan
REMIC:
Approximate Initial
Initial Class
Designation
Pass-Through Rate
Principal Balance
--------------------------------------------------------------------------------
REMIC II Regular Certificates
Class A-1
4.0410% per annum
$23,600,000
Class A-2
4.2470% per annum
$137,100,000
Class A-3
4.6110% per annum
$236,800,000
Class A-4
4.7830% per annum (1)
$206,700,000
Class A-AB
4.7420% per annum (1)
$66,510,000
Class A-5
4.8570% per annum (1)
$478,931,000
Class A-M
4.9130% per
annum (1)
$164,234,000
Class A-J
4.9530% per annum (1)
$108,805,000
Class B
4.7812% per annum (2)
$43,111,000
Class C
4.8112% per annum (2)
$16,423,000
Class D
4.8712% per annum (2)
$28,741,000
Class E
4.9902% per annum (2)
$16,423,000
Class F
5.0062% per annum (3)
$20,530,000
Class G
5.0062% per annum (3)
$18,477,000
Class H
5.0062% per annum (3)
$18,476,000
Class J
4.6120% per annum (1)
$8,212,000
Class K
4.6120% per annum (1)
$6,159,000
Class L
4.6120% per annum (1)
$6,159,000
Class M
4.6120% per annum (1)
$4,106,000
Class N
4.6120% per annum (1)
$2,053,000
Class O
4.6120% per annum (1)
$10,265,000
Class P
4.6120% per annum (1)
$20,529,323
Class XC
0.0388% per annum (4)
$1,642,344,323(5)
Class XP
0.2199% per annum (4)
$1,602,012,000(5)
Class CP
7.2080% per annum (6)
$5,000,000
------------
(1) Initial Pass-Through Rate.
The Pass-Through Rate for the Class A-4, Class
A-AB,
Class A-5, Class A-M, Class A-J, Class J, Class K, Class L, Class
M,
Class N,
Class O and Class P Certificates for each Distribution Date
will
not exceed
the Weighted Average Adjusted Net Mortgage Rate for such
Distribution Date.
(2) Initial Pass-Through Rate.
The Pass-Through Rate for the Class B, Class C,
Class D
and Class E Certificates for each Distribution Date will equal
the
Weighted
Average Adjusted Net Mortgage Rate for such Distribution Date
minus
0.225%, 0.195%, 0.135% and 0.016%, respectively.
(3) Initial Pass-Through Rate.
The Pass-Through Rate for the Class F, Class G
and Class
H Certificates for each Distribution Date will equal the
Weighted
Average Adjusted Net Mortgage Rate for such Distribution Date.
(4) The Pass-Through Rates for
each of the Class XC and Class XP Certificates
will be
calculated in accordance with the definitions of "Class XC
Pass-Through Rate" and "Class XP Pass-Through Rate".
(5) The Class XC and Class XP
Certificates will not have Class Principal
Balances;
rather, each such Class of Certificates will accrue interest as
provided
herein on the related Notional Amount.
(6) The rates set forth in the
"Pass-Through Rate" column for the Class CP
Certificates are expressed on the basis of a 360-day year and the
actual
number of
days elapsed in the relevant month of accrual. For purposes of
calculating the Pass-Through Rate of the Class CP Certificates for
each
Interest
Accrual Period, the Pass-Through Rate will be converted to the
annualized
rate of interest at which interest would have to accrue on the
Certificate Balance of the Class CP Certificates (on a basis of a
360-day
year,
consisting of twelve 30-day months) to produce the aggregate
amount
of
interest which actually accrues on the Class CP Certificates for
such
Interest
Accrual Period at the rate set forth in the "Pass-Through Rate"
column.
The Class
R-I and Class R-II Certificates will bear no Pass-Through
Rate and will have no initial Certificate
Principal Balances or notional
amounts. Any Available Distribution Amount
(i) remaining in the Component
Mortgage Loan REMIC Distribution Account
after the distribution of all amounts
distributable in respect of the Component
Mortgage Loan REMIC Regular Interests
and (ii) remaining in the REMIC I
Distribution Account after the distribution of
all amounts distributable in respect of the
REMIC I Regular Interests shall be
distributed to the Holders of the Class R-I
Certificates (but only to the extent
of the Available Distribution Amount for
such Distribution Date, if any,
remaining in the Component Mortgage Loan
REMIC Distribution Account or in the
REMIC I Distribution Account, as
applicable). Any Available Distribution Amount
remaining in the REMIC II Distribution
Account after distributions to the
Holders of the REMIC II Regular
Certificates shall be distributed to the Holders
of the Class R-II Certificates (but only to
the extent of the Available
Distribution Amount for such Distribution
Date, if any, remaining in the REMIC
II Distribution Account).
The portion of the Trust Fund consisting of the Excess Interest
and
the Excess Interest Distribution Account
shall be treated as a grantor trust
(the "Grantor Trust") for federal income
tax purposes. The Class V Certificates
represent undivided beneficial interests in
the portion of the Grantor Trust
representing Excess Interest and the Excess
Interest Distribution Account for
federal income tax purposes.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal
Agent and the REMIC Administrator agree as
follows:
ARTICLE I
DEFINITIONS; CERTAIN CALCULATIONS
IN RESPECT OF THE MORTGAGE POOL AND THE
CERTIFICATES
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases,
unless the context otherwise
requires, shall have the meanings specified
in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day
months.
"A/B Whole Loans": The Mission City Corporate Center Whole Loan
and
the Regents Square I & II Whole
Loan.
"Accrued Certificate Interest": With respect to the Class CP
Certificates and any Class of REMIC II
Regular Certificates, for any
Distribution Date, one month's interest
(calculated on a 30/360 basis) at the
Pass-Through Rate applicable to such Class
of Certificates for such Distribution
Date, accrued on the related Class
Principal Balance of such Class of
Certificates outstanding immediately prior
to such Distribution Date and, with
respect to the Class XC and Class XP
Certificates for any Distribution Date, the
sum of the Accrued Component Interest for
the related Interest Accrual Period
for all of their respective Components for
such Distribution Date. For the
avoidance of doubt, the Accrued Certificate
Interest in respect of the Class CP
Certificates and any Class of REMIC II
Regular Certificates for any Distribution
Date shall be deemed to have accrued during
the applicable Interest Accrual
Period.
"Accrued Component Interest": With respect to each Component of
the
Class XC or Class XP Certificates for any
Distribution Date, one month's
interest at the Class XC Strip Rate or
Class XP Strip Rate applicable to such
Component for such Distribution Date,
accrued on the Component Notional Amount
of such Component outstanding immediately
prior to such Distribution Date.
Accrued Component Interest shall be
calculated as described in the definitions
of Class XC Strip Rate or Class XP Strip
Rate with respect to any applicable
Component and any Distribution Date, and
shall be deemed to accrue during the
calendar month preceding the month in which
such Distribution Date occurs.
"Accrued CP Component Mortgage Loan Senior Component Interest":
With
respect to the CP Component Mortgage Loan
Senior Component for any Distribution
Date, one month's interest at the Adjusted
Net Mortgage Rate applicable to the
CP Component Mortgage Loan Senior Component
for such Distribution Date, accrued
on the CP Component Mortgage Loan Senior
Balance outstanding immediately prior
to such Distribution Date. For the
avoidance of doubt, the Accrued CP Component
Mortgage Loan Senior Component Interest for
any Distribution Date shall be
deemed to have accrued during the
applicable Interest Accrual Period.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during
any calendar month (or other
applicable recurring accrual period) in a
year assumed to consist of 360 days.
"Additional Collateral": Any non-real property collateral
pledged
and/or delivered by or on behalf of the
related Mortgagor and held by the
related Mortgagee to secure payment on any
Loan.
"Additional Exclusions": Exclusions relating to terrorist or
similar
acts in addition to those customarily found
in insurance policies for Mortgaged
Properties prior to September 11, 2001.
"Additional Master Servicing Compensation": As defined in
Section
3.11(b).
"Additional Special Servicing Compensation": As defined in
Section
3.11(d).
"Additional Trust Fund Expense": Any expense incurred or
shortfall
experienced with respect to the Trust Fund
and not otherwise included in the
calculation of a Realized Loss, that would
result in the Holders of the
Principal Pay Certificates receiving less
than the full amount of principal
and/or interest to which they are entitled
on any Distribution Date.
"Adjusted Net Mortgage Rate": With respect to any Majority
Mortgage
Loan or related REO Loan or the CP
Component Mortgage Loan Senior Component, for
any Distribution Date, the annualized rate
at which interest would have to
accrue thereon on a 30/360 Basis during the
most recently ended calendar month
to produce the actual amount of interest
accrued (or, if such Loan, REO Loan the
CP Component Mortgage Loan Senior
Component, as the case may be, is prepaid, in
whole or in part, or otherwise liquidated
during such calendar month, that
otherwise would have accrued) in respect of
such Mortgage Loan, REO Loan the CP
Component Mortgage Loan Senior Component,
as the case may be, at the related Net
Mortgage Rate in effect for such Mortgage
Loan, REO Loan the CP Component
Mortgage Loan Senior Component during such
calendar month. Such rate shall be
calculated by multiplying (i) the Net
Mortgage Rate (and, in the case of an ARD
Loan after its Anticipated Repayment Date,
without giving effect to any Excess
Interest or the Excess Interest Rate) by
(ii) the actual number of days of
accrued interest for the related period for
such Mortgage Loan or REO Loan the
CP Component Mortgage Loan Senior
Component, divided by 30; provided, however,
that with respect to such Mortgage Loan,
REO Loan the CP Component Mortgage Loan
Senior Component, the Adjusted Net Mortgage
Rate for the one-month period (a)
prior to the Due Dates in January and
February in any year that is not a leap
year or in February in any year that is a
leap year will be the per annum rate
stated in the related Mortgage Note (or, in
the case of the CP Component
Mortgage Loan Senior Component, 5.2359%) as
of the Closing Date less the related
Administrative Fee Rate and (b) prior to
the Due Date in March will be
determined inclusive of one day of interest
retained for each of the one-month
periods prior to the Due Dates in January
and February in any year that is not a
leap year or February in any year that is a
leap year.
"Administrative Fee Rate": With respect to each Mortgage Loan
and
REO Loan, as specified in the Mortgage Loan
Schedule, being the sum of the
related Master Servicing Fee Rate and the
Trustee Fee Rate.
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": Interest accrued on any Advance at the
Reimbursement Rate and payable to the
Master Servicer (or any Sub-Servicer), the
Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, all in
accordance with Section 3.11(g) or Section
4.03(d), as applicable.
"Adverse Grantor Trust Event": Either: (i) any impairment of
the
status of the Grantor Trust as a "grantor
trust" under subpart E, Part I of
subchapter J of the Code; or (ii) the
imposition of a tax upon the Grantor Trust
or any of its assets or transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that
has assigned a rating thereto, as of
any date of determination, the
qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated
Certificates by such Rating Agency
(or the placing of such Class of Rated
Certificates on "negative credit watch"
status in contemplation of any such action
with respect thereto).
"Adverse REMIC Event": With respect to any of the Component
Mortgage
Loan REMIC, REMIC I and REMIC II, either
(i) the endangerment of the status of
such REMIC as a REMIC or (ii), except as
permitted by Section 3.17(a), the
imposition of a tax upon such REMIC or any
of its assets or transactions
(including, without limitation, the tax on
prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax
on certain contributions set forth in
Section 860G(d) of the Code).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control" when used with respect to any
specified Person means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have the meanings correlative
to the foregoing.
"Agreement": This Pooling and Servicing Agreement, together with
all
amendments hereof and supplements
hereto.
"Annual Accountant's Report": As defined in Section 3.14.
"Annual Performance Certification": As defined in Section 3.13.
"Anticipated Repayment Date": With respect to any ARD Loan, the
date
specified on the related Mortgage Note, as
of which Excess Interest shall begin
to accrue on such Loan, which date is prior
to the Stated Maturity Date for such
Loan.
"Applicable State Law": For purposes of Article X, the
Applicable
State Law shall be (a) the laws of any
state in which the Corporate Trust Office
of the Trustee is located, (b) the laws of
the states in which any Loan
documents are held and/or any REO
Properties are located, (c) such other state
and local law whose applicability shall
have been brought to the attention of
the REMIC Administrator 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 law, and (d)
such other state or local law as to
which the REMIC Administrator has actual
knowledge of applicability.
"Appraisal": With respect to any Mortgaged Property or REO
Property
as to which an appraisal is required to be
performed pursuant to the terms of
this Agreement, a narrative appraisal
complying with Title XI of FIRREA (or, in
the case of a Loan or REO Loan with a
Stated Principal Balance as of the date of
such appraisal of $2,000,000 or less, at
the Special Servicer's option, either a
limited appraisal and a summary report or
an internal valuation prepared by the
Special Servicer) that indicates the
"market value" of the subject property, as
defined in 12 C.F.R. ss.225.62(g), and is
conducted by a Qualified Appraiser (or
by the Special Servicer in the case of a
limited appraisal and summary report or
internal valuation with respect to a Loan
or an REO Loan with a Stated Principal
Balance as of the date of such appraisal or
valuation of $2,000,000 or less).
"Appraisal Reduction Amount": With respect to any Required
Appraisal
Loan, an amount (calculated as of the
Determination Date immediately following
the later of the date on which the most
recent relevant Appraisal acceptable for
purposes of Section 3.19(b) was obtained by
the Special Servicer pursuant to
this Agreement and the date of the most
recent Appraisal Trigger Event with
respect to such Required Appraisal Loan)
equal to the excess, if any, of:
(1) the sum of (a) the Stated Principal Balance of such
Required
Appraisal Loan as of such Determination
Date, (b) to the extent not previously
advanced by or on behalf of the Master
Servicer, or the Trustee, all unpaid
interest (net of Default Interest) accrued
on such Required Appraisal Loan
through the most recent Due Date prior to
such Determination Date, (c) all
unpaid Master Servicing Fees, Special
Servicing Fees, Trustee Fees and
Additional Trust Fund Expenses accrued with
respect to such Required Appraisal
Loan, (d) all related unreimbursed Advances
made by or on behalf of the Master
Servicer, the Special Servicer, the Trustee
or the Fiscal Agent with respect to
such Required Appraisal Loan and
reimbursable out of the Trust Fund and all
Advances related to such Required Appraisal
Loan that were not reimbursed out of
collections on such Required Appraisal
Loan, together with all unpaid Advance
Interest accrued on such Advances, and (e)
all currently due but unpaid real
estate taxes and assessments, insurance
premiums and, if applicable, ground
rents in respect of the related Mortgaged
Property or REO Property, as
applicable, for which neither the Master
Servicer nor the Special Servicer holds
any Escrow Payments or Reserve Funds;
over
(2) the sum of (x) the excess, if any, of (i) 90% of the
Appraised
Value of the related Mortgaged Property or
REO Property (subject to such
downward adjustments as the Special
Servicer may deem appropriate (without
implying any obligation to do so) based
upon its review of the related Appraisal
and such other information as the Special
Servicer deems appropriate), as
applicable, as determined by the most
recent relevant Appraisal acceptable for
purposes of Section 3.19(b), over (ii) the
amount of any obligation(s) secured
by any liens on such Mortgaged Property or
REO Property, as applicable, that are
prior to the lien of such Required
Appraisal Loan, and (y) any Escrow Payments,
Reserve Funds and/or Letters of Credit held
by the Master Servicer or the
Special Servicer with respect to such
Required Appraisal Loan, the related
Mortgaged Property or any related REO
Property (exclusive of any such items that
are to be applied to real estate taxes,
assessments, insurance premiums and/or
ground rents or that were taken into
account in determining the Appraised Value
of the related Mortgaged Property or REO
Property, as applicable, referred to in
clause (2)(x)(i) of this definition).
Notwithstanding the foregoing, if (i) an Appraisal Trigger
Event
occurs with respect to any Loan, (ii)
either (A) no Appraisal has been obtained
or conducted, as applicable in accordance
with Section 3.19(b), with respect to
the related Mortgaged Property during the
12 month period prior to the date of
such Appraisal Trigger Event or (B) there
shall have occurred since the date of
the most recent Appraisal a material change
in the circumstances surrounding the
related Mortgaged Property that would, in
the Special Servicer's judgment,
materially affect the value of the
property, and (iii) no new Appraisal is
obtained or conducted, as applicable in
accordance with Section 3.19(b), within
60 days after such Appraisal Trigger Event,
then (x) until such new Appraisal is
obtained or conducted, as applicable in
accordance with Section 3.19(b), the
Appraisal Reduction Amount shall equal 25%
of the Stated Principal Balance of
such Required Appraisal Loan, and (y) upon
receipt or performance, as applicable
in accordance with Section 3.19(b), of such
new Appraisal by the Special
Servicer, the Appraisal Reduction Amount
for such Required Appraisal Loan will
be recalculated in accordance with the
preceding sentence of this definition.
Also notwithstanding the foregoing, if and when any
Cross-Collateralized Mortgage Loan becomes
a Required Appraisal Loan, an
Appraisal Reduction Amount shall be
calculated for the entire
Cross-Collateralized Group to which that
particular Cross-Collateralized
Mortgage Loan belongs as if such
Cross-Collateralized Group was a single
Mortgage Loan secured by multiple
properties, and any resulting Appraisal
Reduction Amount for such
Cross-Collateralized Group shall be allocated among
the respective Cross-Collateralized
Mortgage Loans forming that group on a pro
rata basis in accordance with the
respective Stated Principal Balances of those
Mortgage Loans.
In addition, notwithstanding the foregoing and for the avoidance
of
doubt, for purposes of calculating
Appraisal Reduction Amounts for determining
change of control with respect to any A/B
Whole Loan, references to the Stated
Principal Balance will be to the entire
Stated Principal Balance thereof (i.e.,
the aggregate Stated Principal Balances of
the related Mortgage Loan and the
related Companion Loans).
For the avoidance of doubt and for purposes of calculating
Appraisal
Reduction Amounts in connection with any
P&I Advance required to be made under
this Agreement for a Mortgage Loan
constituting a part of a Whole Loan, such
calculation shall be made based upon and
allocated solely to the Stated
Principal Balance of the Mortgage Loan
contained in such Whole Loan and shall
exclude the related Companion Loan.
Appraisal Reduction Amounts for the CP Component Mortgage Loan
will
be allocated (a) first, to the CP Component
Mortgage Loan Subordinate Component
and (b) thereafter any remaining Appraisal
Reduction Amounts will be allocated
to the CP Component Mortgage Loan Senior
Component.
Any Appraisal Reduction Amount for any A/B Whole Loan shall be
deemed allocated, first, to the related B
Note to the extent of its outstanding
principal balance, and then to the related
Mortgage Loan.
In addition, notwithstanding anything to the contrary and for
the
avoidance of doubt, Appraisal Reduction
Amounts with respect to the Fashion Show
Mall Whole Loan shall be calculated in
accordance with the Fashion Show Mall
Pooling Agreement. Pursuant to the Fashion
Show Mall Pooling Agreement, any
Appraisal Reduction Amount for the Fashion
Show Mall Whole Loan shall be
allocated first, to the Fashion Show Mall
Note A-1 Junior Portion and, then to
the Fashion Show Mall Note A-1 Senior
Portion and the Fashion Show Mall Pari
Passu Note A-2 pro rata based on
outstanding principal balance.
"Appraisal Trigger
Event": With respect to any Loan
(excluding
the Fashion Show Mall Mortgage Loan), any
of the following events:
(i) such Loan becomes a Modified Loan;
(ii) any Monthly Payment with respect to such Loan remains
unpaid for 60 days past the Due Date for such payment (or for
such
shorter period at the end of which such delinquency will become
a
Servicing Transfer Event); provided, however, solely in the case
of
a delinquent Balloon Payment and if (x) the related Borrower is
actively seeking a refinancing commitment, (y) the related
Borrower
continues to make payments in the amount of its Monthly Payment,
and
(z) subject to Section 3.21(f), the Directing Certificateholder
consents, failure to pay such Balloon Payment during such
60-day
period shall not constitute an Appraisal Trigger Event if the
related Mortgagor has delivered to the Master Servicer, on or
before
the 60th day after the Due Date of such Balloon Payment, a
refinancing commitment reasonably acceptable to the Master
Servicer,
for such longer period, not to exceed 120 days beyond such Due
Date,
during
which the refinancing would occur;
(iii) the passage of 60 days after the Special Servicer
receives notice that the Mortgagor under such Loan becomes the
subject of bankruptcy, insolvency or similar proceedings that
remain
undischarged and undismissed;
(iv) the passage of 60 days after the Special Servicer
receives notice that a receiver or similar official is
appointed
with respect to the related Mortgaged Property;
(v) the related Mortgaged Property becomes an REO Property, or
(vi) if a Loan has been extended three times, upon the
sixtieth day after the third extension.
"Appraised Value": With respect to any Mortgaged Property
(other
than the Fashion Show Mall Mortgaged
Property) and as of any date of
determination, the appraised value of a
Mortgaged Property or REO Property based
upon the most recent Appraisal obtained or
conducted, as appropriate, pursuant
to this Agreement. With respect to the
Fashion Show Mall Mortgaged Property, the
appraised value shall be determined
pursuant to the Fashion Show Mall Pooling
Agreement.
"Approval Provisions": With respect to any Loan (excluding the
Fashion Show Mall Mortgage Loan) and the
provisions set forth in Section
3.21(e), the approvals and consents and the
time frames for such approvals and
consents necessary in connection with the
taking of a Special Action or the
extension of the maturity date of a Loan
set forth below (in each case subject
to the limitations set forth in Section
3.21(e) and Section 3.21(f):
(i) with respect to any Performing Loan, the Master Servicer
shall obtain the approval or consent of the Special Servicer in
connection with a Special Action;
(ii) with respect to (A) any Non-Partitioned Loan or Post CAP
Loan that is a Performing Loan that involves an extension of
the
maturity date of such Loan or (B) in connection with a Special
Action for any Non-Partitioned Loan or Post CAP Loan that is a
Performing Loan, the Master Servicer shall obtain the approval
and
consent of the Special Servicer and the Special Servicer shall
obtain the approval and consent of the Directing
Certificateholder;
(iii) with respect to any Non-Partitioned Loan or Post CAP
Loan that is a Specially Serviced Loan, the Special Servicer
shall
obtain the approval and consent of the Directing
Certificateholder
in connection with a Special Action;
(iv) with respect to the CP Component Mortgage Loan or any A/B
Whole Loan during any time period that a related Control
Appraisal
Period does not exist, the Master Servicer, if the CP Component
Mortgage Loan or such A/B Whole Loan is a then Performing Loan,
shall seek the approval and consent of the Special Servicer, and
the
Special Servicer shall then obtain the approval and consent of
the
related Controlling Holder in connection with a Special Action;
and
(v) with respect to the CP Component Mortgage Loan or any A/B
Whole Loan during any time period that a related Control
Appraisal
Period does not exist, the Special Servicer, if the CP
Component
Mortgage Loan or such A/B Whole Loan is a then Specially
Serviced
Loan, shall obtain the approval and consent of the related
Controlling Holder in connection with a Special Action.
With respect to any extension or Special Action set forth in
clauses
(ii) and (iv) above, the Special Servicer
shall respond to the Master Servicer
in writing (which may be via e-mail or
facsimile) of its decision to grant or
deny the Master Servicer's request for
approval and consent within ten Business
Days of its receipt of such request and all
information reasonably requested by
the Special Servicer, as such time frame
may be extended if the Special Servicer
is required to seek the consent of the
Directing Certificateholder, any
Controlling Holder or any Rating Agency. If
the Special Servicer so fails to
respond to the Master Servicer within the
time period referenced in the
immediately preceding sentence, such
approval and consent shall be deemed
granted. With respect to any Special Action
described in clauses (ii) and (iii)
above, the Directing Certificateholder
shall respond to the Special Servicer
within ten Business Days of its receipt of
such request in writing (which may be
via e-mail or facsimile) and such request
will be deemed granted if the
Directing Certificateholder does not
respond in such time frame. With respect to
any Special Action described in clauses
(iv) and (v) above, the related
Controlling Holder shall respond in writing
(which may be via e-mail or
facsimile) to the Special Servicer within
ten Business Days of its receipt of a
request for its approval and consent, and
such request will be deemed granted if
the required party does not respond in such
time frame.
"ARD Loan": Any Mortgage Loan identified on the Mortgage Schedule
as
such pursuant to clause (xv) under the
definition of Mortgage Loan Schedule.
"Asset Status Report":
As defined in Section 3.21(d).
"Assignment Documents": With respect to any Loan, any of the
following:
(i) the documents identified in clause (iv) of the definition
of
Mortgage File, together with any intervening assignments from
the
originator to the most recent assignee prior to the Trustee;
(ii) the documents identified in clause (v) of the definition
of Mortgage File, together with any intervening assignments from
the
originator to the most recent assignee prior to the Trustee;
(iii) any UCC-2 or UCC-3 filing identified in clause (viii) of
the definition of Mortgage File, including any intervening UCC-2
or
UCC-3 from each assignee of record prior to the Trustee; or
(iv) an original assignment of any related Security Agreement
(if such item is a document separate from the related Mortgage)
executed by the most recent assignee of record thereof prior to
the
Trustee or, if none, by the originator, in favor of the Trustee
(in
such capacity), together with any collateral therefor
(including
without limitation securities) in the Mortgage Loan Seller's
possession, which assignment may be included as part of the
corresponding assignment of the related Mortgage referred to in
clause (iv) of the definition of Mortgage File.
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or
similar document or instrument
executed by the Mortgagor in connection
with the related Loan, as amended,
modified, renewed or extended through the
date hereof and from time to time
hereafter.
"Assumed Monthly Payment": With respect to any Balloon Loan for
its
Stated Maturity Date (provided that such
Loan has not been paid in full, and no
other Liquidation Event has occurred in
respect thereof, on or before the end of
the Collection Period in which such Stated
Maturity Date occurs) and for any
subsequent Due Date on which such Loan
remains outstanding and part of the Trust
Fund, if no Monthly Payment (other than a
delinquent Balloon Payment) is due for
such Due Date, the scheduled monthly
payment of principal and/or interest deemed
to be due in respect thereof on such Due
Date equal to the amount that would
have been due in respect of such Loan on
such Due Date if it had been required
to continue to accrue interest (exclusive,
in the case of an ARD Loan after its
Anticipated Repayment Date, of Excess
Interest) in accordance with its terms,
and to pay principal in accordance with the
amortization schedule (if any), in
effect immediately prior to, and without
regard to the occurrence of, its most
recent scheduled maturity date (as such
terms and amortization schedule may have
been modified, and such maturity date may
have been extended, in connection with
a bankruptcy or similar proceeding
involving the related Mortgagor or a
modification, waiver or amendment of such
Loan granted or agreed to by the
Master Servicer or Special Servicer
pursuant to Section 3.20). With respect to
any REO Loan, for any Due Date therefor as
of which the related REO Property
remains part of the Trust Fund, the
scheduled monthly payment of principal
and/or interest deemed to be due in respect
thereof on such Due Date equal to
the Monthly Payment that was due (or, in
the case of a Balloon Loan described in
the preceding sentence of this definition,
the Assumed Monthly Payment that was
deemed due) in respect of the related Loan
on the last Due Date prior to its
becoming an REO Loan.
"Available Distribution Amount": With respect to any
Distribution
Date, the sum of (I) with respect to each
Majority Mortgage Loan and, in the
case of the Fashion Show Mall Mortgage
Loan, only to the extent received by the
Trustee pursuant to the Fashion Show Mall
Intercreditor Agreement, an amount
equal to (a) the balance on deposit in the
Certificate Account and the
Distribution Account as of the close of
business on the related Determination
Date, including, without limitation, if and
to the extent on deposit therein as
of such time, the Master Servicer
Remittance Amount for the related Master
Servicer Remittance Date, any P&I
Advances made by the Master Servicer, the
Trustee or the Fiscal Agent to cover
uncollected Monthly Payments due and/or
Assumed Monthly Payments deemed due during
the related Collection Period, any
amounts received from the Fashion Show Mall
Master Servicer in respect of the
Fashion Show Mall Mortgage Loan pursuant to
the Fashion Show Mall Pooling
Agreement and/or the Fashion Show Mall
Intercreditor Agreement, any Compensating
Interest Payments made by the Master
Servicer to cover Prepayment Interest
Shortfalls incurred during the related
Collection Period, the portion of Loss of
Value Payments deposited into the
Certificate Account pursuant to Section
3.05(g) and for the Distribution Date
occurring in each March, the related
Withheld Amounts remitted to the REMIC I
Distribution Account pursuant to
Section 4.05, net of (b) any portion of the
amounts described in clause (a) of
this definition that represents one or more
of the following: (i) collected
Monthly Payments that are due on a Due Date
following the end of the related
Collection Period, (ii) any payments of
principal (including, without
limitation, Principal Prepayments) and
interest, Liquidation Proceeds and
Insurance Proceeds received after the end
of the related Collection Period,
(iii) Prepayment Premiums, (iv) Excess
Interest, (v) any amounts payable or
reimbursable to any Person from the REMIC I
Distribution Account pursuant to any
of clauses (ii) through (vi) of Section
3.05(b), (vi) any amounts deposited into
the REMIC I Distribution Account in error,
(vii) all funds released from the
Excess Liquidation Proceeds Account with
respect to such Distribution Date,
(viii) any amounts payable or reimbursable
to any Person from the Certificate
Account pursuant to clauses (ii) through
(xvii) of Section 3.05(a), (ix) with
respect to each Mortgage Loan that accrues
interest on an Actual/360 Basis and
any Distribution Date relating to the
one-month period preceding the
Distribution Date in each February (and in
any January of a year that is not a
leap year), an amount equal to the related
Withheld Amount pursuant to Section
4.05, and (x) with respect to the first
Distribution Date, the related Interest
Deposit Amount; provided that the Available
Distribution Amount for the Final
Distribution Date shall be calculated
without regard to clauses (b)(i), (b)(ii)
and (b)(iii) of this definition; and (II)
with respect to the CP Component
Mortgage Loan, all amounts distributable
pursuant to Section 4.01(k)(i), (ii)
and (iii).
"BACM": Banc of America Commercial Mortgage Inc., or its
successor
in interest.
"Balloon Loan": Any Loan that by its original terms or by virtue
of
any modification entered into as of the
Closing Date (or, in the case of a
Replacement Mortgage Loan, as of the
related date of substitution) provides for
an amortization schedule extending beyond
its Stated Maturity Date and as to
which, in accordance with such terms, the
Monthly Payment due on its Stated
Maturity Date is at least two times larger
than the Monthly Payment due on the
Due Date next preceding its Stated Maturity
Date.
"Balloon Payment": With respect to any Balloon Loan as of any
date
of determination, the Monthly Payment
payable on the Stated Maturity Date of
such Loan.
"Balloon Payment Interest Shortfall": With respect to any
Balloon
Loan that is included as part of the Trust
Fund, with a Stated Maturity Date
that occurs after, or that provides for a
grace period for its Balloon Payment
that runs past, the Determination Date in
any calendar month, and as to which
the Balloon Payment is actually received
after the Determination Date in such
calendar month (but no later than its
Stated Maturity Date or, if there is an
applicable grace period, beyond the end of
such grace period), the amount of
interest, to the extent not collected from
the related Determination Date, that
would have accrued on the principal portion
of such Balloon Payment during the
period from the related Stated Maturity
Date to, but not including, the first
day of the calendar month following the
month of maturity (less the amount of
related Master Servicing Fees that would
have been payable from that uncollected
interest and, if applicable, exclusive of
any portion of that uncollected
interest that would have been Default
Interest).
"Bank": As defined in Section 2.07.
"Bank of America": Bank of America, N.A., or its successor in
interest.
"Bank of America Sub-Servicer": Any one of those Sub-Servicers
listed on Schedule II attached hereto.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States
Code).
"Base Interest Fraction" As defined in Section 4.01(c).
"Base Prospectus": That certain prospectus dated June 15, 2005,
relating to trust funds established by the
Depositor and publicly offered
mortgage pass-through certificates
evidencing interests therein.
"B Note": With respect to the Mission City Corporate Center A/B
Whole Loan, the Mission City Corporate
Center B Note, and with respect to the
Regents Square I & II A/B Whole Loan,
the Regents Square I & II B Note.
"B Noteholder": With respect to the Mission City Corporate
Center
A/B Whole Loan, the Holder of the Mission
City Corporate Center B Note, and with
respect to the Regents Square I & II
A/B Whole Loan, the Holder of the Regents
Square I & II B Note.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Borrower": Individually and collectively, as the context may
require, the obligor or obligors under a
Loan, including any Person that has not
signed the related Mortgage Note but owns
an interest in the related Mortgaged
Property, which interest has been
encumbered to secure such Loan.
"Breach": With respect to any Mortgage Loan, any breach of
representation or warranty made by the
Mortgage Loan Seller pursuant to Section
4(b) of the Mortgage Loan Purchase and Sale
Agreement.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in Pennsylvania,
New York, any city in which the
office of the Certificate Registrar is
located or any city in which the
Corporate Trust Office of the Trustee or
principal place of business of the
Master Servicer or Special Servicer is
located are authorized or obligated by
law or executive order to remain closed,
provided that for purposes of
administering the Canadian Loan only, a day
on which banking institutions in
Canada are authorized or obligated by law
or executive order to remain closed
shall not be a Business Day.
"Canadian Bank Act": Bank Act, Revised Statutes of Canada
(1991).
"Canadian Loan": The Mortgage Loan identified as Loan No. 58625
in
the Mortgage Loan Schedule attached hereto
as Schedule I.
"Canadian Income Tax Act": Income Tax Act, Revised Statutes of
Canada (1985).
"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 2005-2 as
executed by the Trustee and
authenticated and delivered hereunder by
the Certificate Registrar.
"Certificate Account": The segregated account or accounts
created
and maintained by the Master Servicer
pursuant to Section 3.04(a) on behalf of
the Trustee in trust for
Certificateholders, which shall be entitled "Bank of
America, N.A., as Master Servicer, in trust
for the registered holders of Banc
of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through
Certificates, Series 2005-2, Certificate
Account".
"Certificate Factor": With respect to any Class of REMIC II
Regular
Certificates or the Class CP Certificates,
as of any date of determination, a
fraction, expressed as a decimal carried to
eight places, the numerator of which
is the then related Class Principal Balance
or Class Notional Amount, as the
case may be, and the denominator of which
is the related Initial Class Principal
Balance or Initial Class Notional Amount,
as the case may be.
"Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of
determination, the then notional amount of such
Certificate equal to the product of (a) the
Percentage Interest evidenced by
such Certificate, multiplied by (b) the
then Class Notional Amount of such Class
X Certificate, as applicable.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Principal Balance": With respect to any Principal
Pay
Certificate, as of any date of
determination, the then outstanding principal
amount of such Certificate equal to the
product of (a) the Percentage Interest
evidenced by such Certificate, multiplied
by (b) the then Class Principal
Balance of the Class of Certificates to
which such Certificate belongs.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed
pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register; provided that solely for
the purposes of giving any consent,
approval or waiver pursuant to this
Agreement, any Certificate registered in
the name of the Depositor, the Mortgage
Loan Seller, the Master Servicer, the
Special Servicer, the REMIC Administrator,
the Trustee or the Fiscal Agent or any
Affiliate of any of them shall be deemed
not to be outstanding, and the Voting
Rights to which any of them 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, except as otherwise provided
in Sections 7.04 and 11.01(b) or
except in connection with the Controlling
Class exercising its rights under
Section 3.23, or unless such Persons
collectively own an entire Class of
Certificates and only the Holders of such
Class of Certificates are entitled to
grant such consent, approval or waiver. The
Certificate Registrar shall be
entitled to request and rely upon a
certificate of the Depositor, the Master
Servicer, the Special Servicer or, if other
than the Trustee, the REMIC
Administrator, as the case may be, in
determining whether or not a Certificate
is registered in the name of an Affiliate
of such Person. All references herein
to "Holders" or "Certificateholders" shall
reflect the rights of Certificate
Owners as they may indirectly exercise such
rights through the Depository and
the Depository Participants, except as
otherwise specified herein; provided,
however, that the parties hereto shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certification Party": As defined in Section 8.13(c).
"Certifying Person": As defined in Section 8.13(c).
"Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical
Class designation, and each REMIC I
Regular Interest and Corresponding
Component.
"Class A Certificate": Any one of the Class A-1, Class A-2,
Class
A-3, Class A-4, Class A-AB, Class A-5,
Class A-M and Class A-J Certificates.
"Class A-1 Certificate": Any one of the Certificates with a
"Class
A-1" designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-1 Pass-Through Rate": A fixed per annum rate equal to
4.0410%.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof,
substantially in the form of Exhibit A-2
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-2 Pass-Through Rate": A fixed per annum rate equal to
4.2470%.
"Class A-3 Certificate": Any one of the Certificates with a
"Class
A-3" designation on the face thereof,
substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-3 Pass-Through Rate": A fixed per annum rate equal to
4.6110%.
"Class A-4 Certificate": Any one of the Certificates with a
"Class
A-4" designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-4 Pass-Through Rate": A per annum rate equal to
4.7830%;
provided, however, that the Class A-4
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class A-5 Certificate": Any one of the Certificates with a
"Class
A-5" designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-5 Pass-Through Rate": A per annum rate equal to
4.8570%;
provided, however, that the Class A-5
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class A-AB Certificate": Any one of the Certificates with a
"Class
A-AB" designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-AB Pass-Through Rate": A per annum rate equal to
4.7420%;
provided, however, that the Class A-AB
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class A-AB Planned Principal Amount": The planned principal
amount
set forth on Annex C to the Prospectus
Supplement relating to principal payments
for the Class A-AB Certificates.
"Class A-J Certificate": Any one of the Certificates with a
"Class
A-J" designation on the face thereof,
substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-J Pass-Through Rate": A per annum rate equal to
4.9530%;
provided, however, that the Class A-J
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class A-M Certificate": Any one of the Certificates with a
"Class
A-M" designation on the face thereof,
substantially in the form of Exhibit A-9
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-M Pass-Through Rate": A per annum rate equal to
4.9130%;
provided, however, that the Class A-M
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof,
substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class B
Pass-Through Rate": A per annum rate equal to the Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date less
0.225%.
"Class C Certificate": Any one of the Certificates with a "Class
C"
designation on the face thereof,
substantially in the form of Exhibit A-12
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class C Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date less
0.195%.
"Class CP Pass-Through Rate": With respect to any Distribution
Date
and the Class CP Certificates, the rate per
annum set forth in the Preliminary
Statement hereto.
"Class CP Certificate": Any one of the Certificates with a
"Class
CP" designation on the face thereof,
substantially in the form of Exhibit A-27
attached hereto, and evidencing a "regular
interest" in the Component Mortgage
Loan REMIC for purposes of the REMIC
Provisions.
"Class D Certificate": Any one of the Certificates with a "Class
D"
designation on the face thereof,
substantially in the form of Exhibit A-13
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class D Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date less
0.135%.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof,
substantially in the form of Exhibit A-14
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class E Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date less
0.016%.
"Class F Certificate": Any one of the Certificates with a "Class
F"
designation on the face thereof,
substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class F Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date.
"Class G Certificate":
Any one of the Certificates with a "Class G"
designation on the face thereof,
substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class G Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof,
substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class H Pass-Through Rate": A per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate for the
related Distribution Date.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof,
substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class J Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class J
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof,
substantially in the form of Exhibit A-19
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class K Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class K
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof,
substantially in the form of Exhibit A-20
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class L Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class L
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof,
substantially in the form of Exhibit A-21
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class M Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class M
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof,
substantially in the form of Exhibit A-22
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class N Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class N
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class O Certificate": Any one of the Certificates with a "Class
O"
designation on the face thereof,
substantially in the form of Exhibit A-23
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class O Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class O
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class P Certificate": Any one of the Certificates with a "Class
P"
designation on the face thereof,
substantially in the form of Exhibit A-24
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class P Pass-Through Rate": A per annum rate equal to 4.6210%;
provided, however, that the Class P
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"Class Principal Balance": The aggregate principal amount of
any
Class of Principal Pay Certificates
outstanding as of any date of determination.
As of the Closing Date, the Class Principal
Balance of each such Class of
Certificates shall equal the Initial Class
Principal Balance thereof. On each
Distribution Date, the Class Principal
Balance of each Class of Principal Pay
Certificates shall be permanently reduced
by the amount of any distributions of
principal made thereon on such Distribution
Date pursuant to Section 4.01(b) and
Section 4.01(k), as applicable, and shall
be further permanently reduced on such
Distribution Date as and to the extent
provided in Section 4.04.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof,
substantially in the form of Exhibit A-25
attached hereto, and evidencing the
Component Mortgage Loan REMIC Residual
Interest and the REMIC I Residual Interest
for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof,
substantially in the form of Exhibit A-26
attached hereto, and evidencing the sole
Class of "residual interest" in REMIC
II for purposes of the REMIC
Provisions.
"Class V Certificate": Any one of the Certificates with a "Class
V"
designation on the face thereof,
substantially in the form of Exhibit A-28
attached hereto, and evidencing undivided
beneficial interests in the portion of
the Trust Fund consisting of Excess
Interest and the Excess Interest
Distribution Account.
"Class X Certificates": Any one of the Class XC or Class XP
Certificates.
"Class X Notional Amount": The Class XC Notional Amount or the
Class
XP Notional Amount.
"Class XC Certificate": Any one of the Certificates with a
"Class
XC" designation on the face thereof,
substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class XC Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of
all of the Components.
"Class XC Pass-Through Rate": With respect to the initial
Distribution Date, 0.0388% per annum, and
for any subsequent Distribution Date,
the weighted average of the Class XC 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 XC Strip Rate": With respect to any Class of Components
(other than any Class XP Component) for any
Distribution Date, a rate per annum
equal to (i) the Weighted Average Adjusted
Net Mortgage Rate for such
Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding
Certificates. In the case of any Class XP
Component (i) for any Distribution
Date occurring on or before the related
Class XP Component Crossover Date, (x)
the Weighted Average Adjusted Net Mortgage
Rate for such Distribution Date minus
(y) the sum of the Pass-Through Rate for
the Corresponding Certificates for such
Distribution Date and the Class XP Strip
Rate for such Component for such
Distribution Date, and (ii) for any
Distribution Date occurring after the
related Class XP Component Crossover Date,
a rate per annum equal to (x) the
Weighted Average Adjusted Net Mortgage Rate
for such Distribution Date, minus
(y) the Pass-Through Rate for the
Corresponding Certificates (provided that in
no event shall any Class XC Strip Rate be
less than zero).
"Class XP Certificate": Any one of the Certificates with a
"Class
XP" designation on the face thereof,
substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class XP Component Crossover Date": With respect to each Class
XP
Component, the related Class XP Crossover
Date as set forth in the table below:
Class XP Component
Class XP Component Crossover Date
XA-1-2
December 2005 Distribution Date
XA-1-3 and XA-2-1
June 2006 Distribution Date
XA-2-2
December 2006 Distribution Date
XA-2-3, XA-3-1, XK-1 and XL
June 2007 Distribution Date
XA-3-2, XA-AB-1, XH-1, XJ and XK-2
December
2007 Distribution Date
XA-3-3, XA-AB-2 and XH-2
June 2008 Distribution Date
XA-3-4, XA-AB-3, XG-1 and XH-3
December 2008 Distribution Date
XA-3-5, XA-4-1, XA-AB-4, XF-1 and June 2009
Distribution Date
XG-2
XA-4-2, XA-AB-5 and XF-2
December 2009 Distribution Date
XA-4-3, XA-AB-6, XE-1 and XF-3
June 2010 Distribution Date
XA-4-4, XA-AB-7 and XE-2
December 2010 Distribution Date
XA-4-5, XA-AB-8, XA-5-1, XD-1 and June 2011
Distribution Date
XE-3
XA-5-2 and XD-2
December 2011 Distribution Date
XA-5-3, XA-M, XA-J, XB, XC and XD-3
June
2012 Distribution Date
"Class XP Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-2-1, Component XA-2-2,
Component XA-2-3, Component XA-3-1,
Component XA-3-2, Component XA-3-3,
Component XA-3-4, Component XA-3-5,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-AB-1,
Component XA-AB-2, Component XA-AB-3,
Component XA-AB-4, Component XA-AB-5,
Component XA-AB-6, Component XA-AB-7,
Component XA-AB-8, Component XA-5-1,
Component XA-5-2, Component XA-5-3,
Component XA-M, Component XA-J, Component
XB, Component XC, 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
XF-3, 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 XP (Class B) Fixed Strip Rate": The applicable Class XP
Strip
Rate with respect to the Class B
Certificates, 0.195%.
"Class XP (Class C) Fixed Strip Rate": The applicable Class XP
Strip
Rate with respect to the Class C
Certificates, 0.165%.
"Class XP (Class D) Fixed Strip Rate": The applicable Class XP
Strip
Rate with respect to the Class D
Certificates, 0.105%.
"Class XP Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of
the Class XP Components, excluding the
Class XP Components for which the Class XP
Crossover Date has previously passed.
"Class XP Pass-Through Rate": With respect to the initial
Distribution Date, 0.2199% per annum, and
for any subsequent Distribution Date,
the weighted average of the Class XP Strip
Rates for the respective Class XP
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 XP Reference Rate": For any Distribution Date, the rate
per
annum corresponding to such Distribution
Date on Schedule IV attached hereto.
"Class XP Strip
Rate": With respect to each of the Class XP
Components for any Distribution Date, a
rate per annum equal to (i) for any
Distribution Date occurring on or before
the related Class XP Component
Crossover Date, (v) with respect to
Component XB, the Class XP (Class B) Fixed
Strip Rate, (w) with respect to Component
XC, the Class XP (Class C) Fixed Strip
Rate, (x) with respect to Component XD, the
Class XP (Class D) Fixed Strip Rate,
and (y) with respect to each other Class XP
Component, the lesser of (I) the
Weighted Average Adjusted Net Mortgage Rate
for such Distribution Date and (II)
the Class XP Reference Rate for such
Distribution Date minus (z) the
Pass-Through Rate for the Corresponding
Certificates (provided that in no event
shall any Class XP Strip Rate be less than
zero), and (ii) for any Distribution
Date occurring after the related Class XP
Component Crossover Date, 0% per
annum.
"Clearstream": Clearstream Banking, societe anonyme.
"Closing Date": June 28, 2005.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a
successor thereto. If neither such
association nor any successor remains in
existence, "CMSA" shall be deemed to
refer to such other association or
organization as may exist whose principal
membership consists of servicers, trustees,
issuers, placement agents and
underwriters generally involved in the
commercial mortgage loan securitization
industry that is the principal such
association or organization in the
commercial mortgage loan securitization
industry and one of whose principal
purposes is the establishment of industry
standards for reporting
transaction-specific information relating
to commercial mortgage pass-through
certificates and commercial mortgage-backed
bonds and the commercial mortgage
loans and foreclosed properties underlying
or backing them to investors holding
or owning such certificates or bonds, and
any successor to such other
association or organization. If an
organization or association described in one
of the preceding sentences of this
definition does not exist, "CMSA" shall be
deemed to refer to such other association
or organization as shall be selected
by the Master Servicer and reasonably
acceptable to the Trustee, the Special
Servicer and the Directing
Certificateholder.
"CMSA Advance Recovery Report": The monthly report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Advance Recovery Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be approved by
the CMSA for commercial mortgage securities
transactions generally and, insofar
as it requires the presentation of
information in addition to that called for by
the form of the "Advance Recovery Report"
available as of the Closing Date on
the CMSA Website, is reasonably acceptable
to the Trustee.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Bond Level File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Collateral Summary File" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably
acceptable to the Trustee.
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Comparative Financial Status
Report" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information as may from time to time be
recommended by the CMSA for commercial
mortgage securities transactions generally
and is reasonably acceptable to the
Master Servicer and the Special
Servicer.
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Delinquent Loan Status Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Master
Servicer and the Special Servicer.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the
"Financial File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably
acceptable to the Master Servicer.
"CMSA Historical Liquidation Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form of
the "Historical Liquidation Report"
available as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Master
Servicer and the Special Servicer.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form
of, and containing the information
called for in, the downloadable form of the
"Historical Loan Modification and
Corrected Mortgage Loan Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Master
Servicer and the Special Servicer.
"CMSA Investor Reporting Package": Collectively refers to
(a) the following seven electronic files: (i) CMSA Bond Level
File,
(ii) CMSA
Collateral Summary File, (iii) CMSA Property File, (iv) CMSA
Loan
Periodic Update File, (v) CMSA Loan Setup File, (vi) CMSA
Financial
File, and
(vii) CMSA Special Servicer Loan File;
(b) the following nine supplemental reports: (i) CMSA
Comparative
Financial
Status Report, (ii) CMSA Delinquent Loan Status Report, (iii)
CMSA
Historical Loan Modification and Corrected Mortgage Loan Report,
(iv)
CMSA
Historical Liquidation Report, (v) CMSA Operating Statement
Analysis
Report,
(vi) CMSA NOI Adjustment Worksheet, (vii) CMSA REO Status
Report,
(viii)
CMSA Servicer Watch List, and (ix) CMSA Loan Level Reserve -
LOC
Report;
(c) the CMSA Advance Recoverability Report; and
(d) such other reports as CMSA may designate as part of the
CMSA
Investor
Reporting Package that are reasonably acceptable to the Master
Servicer,
Special Servicer or Trustee, as applicable.
"CMSA Loan Level Reserve-LOC Report": The monthly report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Loan Level
Reserve LOC Report" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably acceptable to
the Master Servicer.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Loan Periodic Update File"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Master
Servicer, the Special Servicer and the
Trustee.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Loan
Setup File" available as of the Closing
Date on the CMSA Website, or such other
form for the presentation of such
information and containing such additional
information as may from time to time be
recommended by the CMSA for commercial
mortgage securities transactions generally
and is reasonably acceptable to the
Master Servicer, the Special Servicer and
the Trustee.
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website,
or such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is acceptable to the
Master Servicer or the Special Servicer, as
applicable, and in any event, shall
present the computations made in accordance
with the methodology described in
such form to "normalize" the full year net
operating income and debt service
coverage numbers used in the other reports
required by this Agreement.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Operating Statement Analysis
Report" available as of the Closing
Date on the CMSA Website or in such other
form for the presentation of such
information and containing such additional
information as may from time to time
be recommended by the CMSA for commercial
mortgage-backed securities
transactions generally and is reasonably
acceptable to the Master Servicer.
"CMSA Property File": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "Property
File" available as of the Closing Date on
the CMSA Website, or such other form
for the presentation of such information
and containing such additional
information as may from time to time be
recommended by the CMSA for commercial
mortgage securities transactions generally
and is reasonably acceptable to the
Master Servicer and the Special
Servicer.
"CMSA Reconciliation of Funds Report": The report substantially
in
the form of, and containing the information
called for in, the downloadable form
of the "Reconciliation of Funds Report"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Trustee.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in,
the downloadable form of the "REO
Status Report" available as of the Closing
Date on the CMSA Website, or in such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage securities transactions
generally and is reasonably
acceptable to the Special Servicer.
"CMSA Servicer Watch List": For any Determination Date, a
report
substantially in the form of, and
containing the information called for in, the
downloadable form of the "Servicer Watch
List" available as of the Closing Date
on the CMSA Website, or in such other final
form for the presentation of such
information and containing such additional
information as may from time to time
be promulgated as recommended by the CMSA
for commercial mortgage securities
transactions generally and, insofar as it
requires the presentation of
information in addition to that called for
by the form of the "Servicer Watch
List" available as of the Closing Date on
the CMSA Website, is reasonably
acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Special Servicer Loan File": The monthly report
substantially
in the form of, and containing the
information called for in, the downloadable
form of the "Special Servicer Loan File"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage
securities transactions generally and is
reasonably acceptable to the Special
Servicer.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may
establish for dissemination of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Period": With respect to any Distribution Date, the
period commencing immediately following the
Determination Date in the calendar
month preceding the month in which such
Distribution Date occurs (or, in the
case of the initial Distribution Date,
commencing immediately following the
Cut-off Date) and ending on and including
the Determination Date in the calendar
month in which such Distribution Date
occurs.
"Commission": The Securities and Exchange Commission.
"Companion Loans": Collectively, the Fashion Show Mall Pari
Passu
Note A-1 Companion Loan, the Mission City
Corporate Center B Note and the
Regents Square I & II B Note.
"Companion Loan Noteholder": With respect to (i) the Fashion
Show
Mall Whole Loan, the Fashion Show Mall Pari
Passu Note A-1 Companion Loan
Noteholder, (ii) with respect to the
Mission City Corporate Center Whole Loan,
the Mission City Corporate Center B
Noteholder, and (iii) with respect to the
Regents Square I & II Whole Loan, the
Regents Square I & II B Noteholder.
"Compensating Interest Payment": With respect to any
Distribution
Date, any payment made by the Master
Servicer pursuant to Section 3.19(e) to
cover any Balloon Payment Interest
Shortfall and Prepayment Interest Shortfalls
incurred during the related Collection
Period.
"Component": Each of Component XA-1-1, Component XA-1-2,
Component
XA-1-3, Component XA-2-1, Component XA-2-2,
Component XA-2-3, Component XA-3-1,
Component XA-3-2, Component XA-3-3,
Component XA-3-4, Component XA-3-5,
Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-AB-1,
Component XA-AB-2, Component XA-AB-3,
Component XA-AB-4, Component XA-AB-5,
Component XA-AB-6, Component XA-AB-7,
Component XA-AB-8, Component XA-5-1,
Component XA-5-2, Component XA-5-3,
Component XA-M, Component XA-J, Component
XB, Component XC, 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
XF-3, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component
XH-3, Component XJ, Component XK-1,
Component XK-2, Component XL, Component XM,
Component XN, Component XO and
Component XP.
"Component Mortgage Loan": The CP Component Mortgage Loan.
"Component Mortgage Loan REMIC": A segregated pool of assets
subject
hereto and to be administered hereunder,
with respect to which a REMIC election
is to be made, consisting of: (i) the CP
Component Mortgage Loan, any related
REO Property and all payments under and
proceeds of such Mortgage Loan or REO
Property received or receivable after the
Cut-off Date (other than payments of
principal, interest and other amounts due
and payable on such Mortgage Loan on
or before the Cut-off Date and other than
Excess Interest), together with all
documents, Escrow Payments and Reserve
Funds delivered or caused to be delivered
hereunder by the Mortgage Loan Seller with
respect to such Mortgage Loan, (ii)
the rights of the Depositor under Sections
2, 3, 4, 11, 12, 13, 14, 15, 16, 17,
18, 19, 20 and 21 of the Mortgage Loan
Purchase and Sale Agreement with respect
to such Mortgage Loan and (iii) such
amounts on or with respect to clause (i) as
from time to time are deposited into the
Distribution Account, the Certificate
Account, the Interest Reserve Account and
the REO Account (if established) and
the Excess Liquidation Proceeds Account (if
established).
"Component Mortgage Loan REMIC Distribution Account": As defined
in
Section 3.04(c)(iii).
"Component Mortgage Loan REMIC Residual Interest": The sole class
of
"residual interests" in the Component
Mortgage Loan REMIC for purposes of the
REMIC Provisions and evidenced by the Class
R-I Certificates.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to
the then REMIC I Principal Balance of
its Corresponding REMIC I Regular
Interest.
"Component
XA-1-1": One of the 53 components of the Class XC
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LA-1-1 as of any date of
determination.
"Component XA-1-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-2 as of any
date of determination.
"Component XA-1-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-3 as of any
date of determination.
"Component XA-2-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-1 as of any
date of determination.
"Component XA-2-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-2 as of any
date of determination.
"Component XA-2-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-3 as of any
date of determination.
"Component XA-3-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-1 as of any
date of determination.
"Component XA-3-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-2 as of any
date of determination.
"Component XA-3-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-3 as of any
date of determination.
"Component XA-3-4": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-4 as of any
date of determination.
"Component XA-3-5": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-5 as of any
date of determination.
"Component XA-4-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-1 as of any
date of determination.
"Component XA-4-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-2 as of any
date of determination.
"Component XA-4-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-3 as of any
date of determination.
"Component XA-4-4": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-4 as of any
date of determination.
"Component XA-4-5": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-5 as of any
date of determination.
"Component XA-AB-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-1 as of any
date of determination.
"Component XA-AB-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-2 as of any
date of determination.
"Component XA-AB-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-3 as of any
date of determination.
"Component XA-AB-4": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-4 as of any
date of determination.
"Component XA-AB-5": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-5 as of any
date of determination.
"Component XA-AB-6": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-6 as of any
date of determination.
"Component XA-AB-7": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-7 as of any
date of determination.
"Component XA-AB-8": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-AB-8 as of any
date of determination.
"Component XA-5-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-1 as of any
date of determination.
"Component XA-5-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-2 as of any
date of determination.
"Component XA-5-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-3 as of any
date of determination.
"Component XA-J": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-J as of any
date of determination.
"Component XA-M": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LA-M as of any
date of determination.
"Component XB": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LB as of any date
of determination.
"Component XC": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LC as of any date
of determination.
"Component XD-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-1 as of any
date of determination.
"Component XD-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-2 as of any
date of determination.
"Component XD-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LD-3 as of any
date of determination.
"Component XE-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-1 as of any
date of determination.
"Component XE-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-2 as of any
date of determination.
"Component XE-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LE-3 as of any
date of determination.
"Component XF-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any
date of determination.
"Component XF-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LF-2 as of any
date of determination.
"Component XF-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LF-3 as of any
date of determination.
"Component XG-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LG 1 as of any
date of determination.
"Component XG-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LG-2 as of any
date of determination.
"Component XH-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LH-1 as of any
date of determination.
"Component XH-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LH-2 as of any
date of determination.
"Component XH-3": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LH-3 as of any
date of determination.
"Component XJ": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LJ as of any date
of determination.
"Component XK-1": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LK-1 as of any
date of determination.
"Component XK-2": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LK-2 as of any
date of determination.
"Component XL": One of the 53 components of the Class XC
Certificates and one of the 48 components
of the Class XP Certificates having a
Component Notional Amount equal to the then
current REMIC I Principal Balance of
REMIC I Regular Interest LL as of any date
of determination.
"Component XM": One of the 53 components of the Class XC
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LM as of any date of
determination.
"Component XN": One of the 53 components of the Class XC
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LN as of any date of
determination.
"Component XO": One of the 53 components of the Class XC
Certificates having a Component Notional
Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular
Interest LO as of any date of
determination.
"Component XP": One of the 53 components of the Class XC
Certificates and having a Component
Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I
Regular Interest LP as of any date of
determination.
"Condemnation Proceeds": All cash amounts received by the
Master
Servicer or the Special Servicer in
connection with the taking of all or a part
of a Mortgaged Property by exercise of the
power of eminent domain or
condemnation (in the case of the Fashion
Show Mall Mortgage Loan, to the extent
of any portion of such amounts received by
the Master Servicer or Special
Servicer pursuant to the Fashion Show Mall
Intercreditor Agreement), exclusive
of any portion thereof required to be
released to the related Mortgagor or any
other third-party in accordance with
applicable law and/or the terms and
conditions of the related Loan documents or
any other applicable document.
"Confidential Information": As defined in Section 3.24.
"Control Appraisal Period": With respect to (i) the CP
Component
Mortgage Loan, the CP Control Appraisal
Period, (ii) the Mission City Corporate
Center Whole Loan, the Mission City
Corporate Center Control Appraisal Period,
and (iii) the Regents Square I & II
Whole Loan, the Regents Square I & II
Control Appraisal Period.
"Controlling Class": As of any date of determination, the
outstanding Class of Sequential Pay
Certificates with the lowest Payment
Priority (the Class A Certificates being
treated as a single Class for this
purpose) that has a then outstanding Class
Principal Balance at least equal to
25% of the Initial Class Principal Balance
thereof (or, if no Class of
Sequential Pay Certificates has a Class
Principal Balance at least equal to 25%
of the Initial Class Principal Balance
thereof, then the "Controlling Class"
shall be the outstanding Class of
Sequential Pay Certificates with the then
largest outstanding Class Principal
Balance).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of
the Controlling Class as certified to
the Trustee from time to time by such
Holder (or Certificate Owner).
"Controlling Class Optionholder": The Purchase Option held by
the
Majority Certificateholder of the
Controlling Class pursuant to Section 3.18(c).
"Controlling Holder": With respect to the CP Component Mortgage
Loan, the CP Controlling Holder; with
respect to the Mission City Corporate
Center Whole Loan, the Mission City
Corporate Center Controlling Holder; and
with respect to the Regents Square I &
II Whole Loan, the Regents Square I & II
Controlling Holder. Each such initial
Controlling Holder and, if applicable, the
related Operating Advisor shall be set
forth on Schedule VII hereto.
"Corporate Trust Office": The principal corporate trust office
of
the Trustee, for purposes of Certificate
transfer services, at the date of the
execution of this Agreement is located at
135 South LaSalle, Suite 1625,
Chicago, Illinois 60603, Attention: Global
Securities and Trust Services, BACM
2005-2, and with respect to any successor
Trustee, the principal office thereof
as designated in writing to the
Depositor.
"Corrected Loan": Any Loan that had been a Specially Serviced
Loan
but as to which all Servicing Transfer
Events have ceased to exist other than in
connection with a sale pursuant to Section
3.18.
"Corresponding Certificate": As defined in the Preliminary
Statement
with respect to any Corresponding Component
or any Corresponding REMIC I Regular
Interest.
"Corresponding Component": As defined in the Preliminary
Statement
with respect to any Corresponding
Certificate or any Corresponding REMIC I
Regular Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any
Corresponding Certificate or any
Corresponding Component.
"Covered Risks": As defined in Section 3.07(a).
"CP Component Mortgage Loan": The Mortgage Loan identified on
the
Mortgage Loan Schedule as Loan No.
58449.
"CP Component Mortgage Loan Accrued Component Interest": In
respect
of the CP Component Mortgage Loan
Components for each Distribution Date, an
amount equal to one calendar month's
interest at the applicable interest rate
for each CP Component Mortgage Loan
Component, which in the case of the CP
Component Mortgage Loan Senior Component is
equal to 5.2359% per annum and in
the case of the CP Component Mortgage Loan
Subordinate Component, is equal to
the Pass-Through Rate of the Class CP
Certificates.
"CP Component Mortgage Loan Available Distribution Amount":
With
respect to the CP Component Mortgage Loan
and any Distribution Date, an amount
equal to (a) the balance on deposit in the
Certificate Account and the
Distribution Account as of the close of
business on the related Determination
Date relating to the CP Component Mortgage
Loan, any P&I Advances made by the
Master Servicer or the Trustee to cover
uncollected Monthly Payments due and/or
Assumed Monthly Payments deemed due during
the related Collection Period with
respect to the CP Component Mortgage Loan,
and any Compensating Interest
Payments made by the Master Servicer to
cover Prepayment Interest Shortfalls
incurred during the related Collection
Period with respect to the CP Component
Mortgage Loan, and for the Distribution
Date occurring in each March, the
related Withheld Amounts remitted to the
Distribution Account pursuant to
Section 4.05 with respect to the CP
Component Mortgage Loan, net of (b) any
portion of the amounts described in clause
(a) of this definition that
represents one or more of the following:
(i) collected Monthly Payments with
respect to the CP Component Mortgage Loan
that are due on a Due Date following
the end of the related Collection Period,
(ii) any payments of principal
(including, without limitation, Principal
Prepayments) and interest, Liquidation
Proceeds and Insurance Proceeds received
after the end of the related Collection
Period with respect to the CP Component
Mortgage Loan, (iii) Prepayment
Premiums, (iv) any amounts payable or
reimbursable to any Person from the
Distribution Account pursuant to any of
clauses (ii) through (vi) of Section
3.05(b), (v) any amounts deposited into the
Distribution Account in error, (vi)
any amounts payable or reimbursable to any
Person from the Certificate Account
pursuant to clauses (ii) through (xx) of
Section 3.05(a), and (vii) with respect
to the CP Component Mortgage Loan and any
Distribution Date relating to the
one-month period preceding the Distribution
Date in each February (and in any
January of a year that is not a leap year),
an amount equal to the related
Withheld Amount pursuant to Section 4.05;
and (c) provided that the CP Component
Mortgage Loan Available Distribution Amount
for the Final Distribution Date
shall be calculated without regard to
clauses (b)(i) and (b)(ii) of this
definition.
"CP Component Mortgage Loan Component": Each of the CP
Component
Mortgage Loan Senior Component and the CP
Component Mortgage Loan Subordinate
Component.
"CP Component Mortgage Loan Component Principal Entitlement": In
the
absence of a monetary event of default or
other material event of default under
the CP Component Mortgage Loan documents,
principal will be paid on the CP
Component Mortgage Loan Senior Component
and the CP Component Mortgage Loan
Subordinate Component, pro rata (in
accordance with their respective outstanding
principal balances). In the event of a
monetary event of default or other
material event of default under the CP
Component Mortgage Loan documents,
principal collected will be paid first to
the CP Component Mortgage Loan Senior
Component until its outstanding principal
balance is reduced to zero and then to
the CP Component Mortgage Loan Subordinate
Component until the principal balance
of such Component is reduced to zero.
Accordingly, the "CP Component Mortgage
Loan Component Principal Entitlement" with
respect to the CP Component Mortgage
Loan is (a) prior to the occurrence of any
event of monetary default or other
material event of default under the CP
Component Mortgage Loan, an amount equal
to such CP Component's pro rata share of
the CP Component Mortgage Loan
Principal Distribution Amount and (b) after
the occurrence of any event of
monetary default or other material event of
default under the CP Component
Mortgage Loan documents, an amount equal to
the lesser of (i) the outstanding
principal balance of such CP Component and
(ii) the portion of the Class CP
Component Mortgage Loan Principal
Distribution Amount remaining after giving
effect to all distributions of higher
priority on such Distribution Date.
"CP Component Mortgage Loan Current Principal Distribution
Amount":
For any Distribution Date will, in general,
equal the aggregate of the
following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments due or
deemed
due, as the case may be, in respect of the CP Component
Mortgage
Loan for the related Due Date occurring during the related
Collection Period;
(ii) all Principal Prepayments received on the CP Component
Mortgage Loan during the related Collection Period;
(iii) with respect to the CP Component Mortgage Loan if its
Stated Maturity Date occurred during or prior to the related
Collection Period, any payment of principal (exclusive of any
Principal Prepayment and any amount described in clause (iv)
below)
that was made by or on behalf of the related Mortgagor during
the
related Collection Period, net of any portion of such payment
that
represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal
portion
of any Assumed Monthly Payment deemed due, in respect of the CP
Component Mortgage Loan on a Due Date during or prior to the
related
Collection Period and not previously recovered; and
(iv) all Liquidation Proceeds (net of Liquidation Expenses),
Insurance Proceeds, Condemnation Proceeds and REO Revenues
received
on or in respect of the CP Component Mortgage Loan during the
related Collection Period that were identified and applied by
the
Master Servicer as recoveries of principal of the CP Component
Mortgage Loan, in each case net of any portion of such amounts
that
represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Monthly Payment deemed due, in respect of
the
CP Component Mortgage Loan on a Due Date during or prior to the
related Collection Period and not previously recovered.
"CP Component Mortgage Loan Principal Distribution Amount":
With
respect to any Distribution Date, the
aggregate of the CP Component Mortgage
Loan Current Principal Distribution Amount
for such Distribution Date and, if
such Distribution Date is subsequent to the
initial Distribution Date, the
excess, if any, of the CP Component
Mortgage Loan Current Principal Distribution
Amount for the preceding Distribution Date,
over the aggregate distributions of
principal made on the CP Component Mortgage
Loan Senior Component and the Class
CP Certificates on the preceding
Distribution Date.
"CP Component Mortgage Loan REMIC Senior Regular Interest": A
separate non-certificated beneficial
ownership interest in the Component
Mortgage Loan REMIC issued hereunder and
designated as a "regular interest" in
the Component Mortgage Loan REMIC, as set
forth in the Preliminary Statement
hereto, the Uncertificated Principal
Balance of which accrues interest at the
same rate as interest accrues on the CP
Component Mortgage Loan Senior
Component.
"CP Component Mortgage Loan Senior Balance": With respect to the
CP
Component Mortgage Loan Senior Component,
the principal balance of the CP
Component Mortgage Loan Senior Component
outstanding from time to time, which,
as of the Closing Date, is equal to the
amount set forth in the Preliminary
Statement. On each Distribution Date, the
CP Component Mortgage Loan Senior
Balance shall be reduced by the amount of
any distributions of principal
allocated to CP Component Mortgage Loan
REMIC Senior Regular Interest on such
Distribution Date pursuant to Section
4.01(k)(ii) or Section 9.01, as
applicable, and shall be further reduced by
the amount of any Realized Losses
and Additional Trust Fund Expenses incurred
with respect to the CP Component
Mortgage Loan allocated to any Class of
Sequential Pay Certificates on such
Distribution Date pursuant to Section 4.04.
Distributions in respect of a
reimbursement of Realized Losses and
Additional Trust Fund Expenses in respect
of the CP Component Mortgage Loan
previously allocated to any Class of
Sequential Pay Certificates shall not
constitute distributions of principal and
shall not result in reduction of the CP
Component Mortgage Loan Senior Balance.
"CP Component Mortgage Loan Senior Component": One of the two
CP
Component Mortgage Loan Components,
represented by the CP Component Mortgage
Loan REMIC Senior Regular Interest.
"CP Component Mortgage Loan Senior Component Principal
Distribution
Amount": As defined in Section
4.01(k)(ii).
"CP Component Mortgage Loan Subordinate Balance": The principal
amount of CP Component Mortgage Loan
Subordinate Component outstanding from time
to time, which, on any date, shall equal
the Class Principal Balance of the
Class CP Certificates on such date. On each
Distribution Date, the CP Component
Mortgage Loan Subordinate Balance shall be
reduced by the amount of any
distributions of principal allocated to the
Class CP Certificates on such
Distribution Date pursuant to Section
4.01(k)(v) or Section 9.01, as applicable,
and shall be further reduced by the amount
of any Realized Losses and Additional
Trust Fund Expenses incurred with respect
to the CP Component Mortgage Loan
allocated to the Class CP Certificates on
such Distribution Date pursuant to
Section 4.04(a).
"CP Component Mortgage Loan Subordinate Component": The
undivided
subordinate ownership interest in the
Component Mortgage Loan REMIC represented
by the Class CP Certificates.
"CP Control Appraisal Period": Any period of time during which
the
outstanding principal balance of the CP
Component Mortgage Loan Subordinate
Component (net of any Appraisal Reduction
Amounts, principal payments, Realized
Losses and unreimbursed Additional Trust
Fund Expenses) is less than 25% of the
original outstanding principal balance of
the CP Component Mortgage Loan
Subordinate Component.
"CP Controlling Class": The Class CP Certificates.
"CP Controlling Class Holder": As defined in Section 3.29.
"CP Controlling Holder": With respect to any date of
determination
(a) prior to the occurrence of a CP Control
Appraisal Period, the CP Controlling
Class Holder, and (b) during the occurrence
and the continuance of a CP Control
Appraisal Period, the Directing
Certificateholder.
"CPR": As defined in the Base Prospectus.
"Cross-Collateralized Group": Any group of Mortgage Loans that
is
cross-defaulted and cross-collateralized
with each other.
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is,
by
its terms, cross-defaulted and
cross-collateralized with any other Mortgage
Loan.
"Current Principal Distribution Amount": With respect to any
Distribution Date, an amount (calculated in
accordance with Section 1.03) equal
to the aggregate of, without duplication
(excluding, except with respect to
clause (e) below, any amounts received in
respect of the CP Component Mortgage
Loan):
(a) the principal portions of all Monthly Payments (other than
Balloon
Payments) and any Assumed Monthly Payments due or deemed due,
as
the case
may be, in respect of the Mortgage Loans and any REO Loans for
their
respective Due Dates occurring during the related Collection
Period;
(b) all Principal Prepayments received on the Mortgage Loans
during
the
related Collection Period;
(c) with respect to any Balloon Loan as to which the related
Stated
Maturity
Date occurred during or prior to the related Collection Period,
any
payment of principal (exclusive of any Principal Prepayment and
any
amount
described in subclause (d) below) that was made by or on behalf
of
the
related Mortgagor during the related Collection Period, net of
any
portion of
such payment that represents a recovery of the principal
portion of
any Monthly Payment (other than a Balloon Payment) due, or the
principal
portion of any Assumed Monthly Payment deemed due, in respect
of
such
Balloon Loan on a Due Date during or prior to the related
Collection
Period and
not previously recovered;
(d) all Liquidation Proceeds (net of Liquidation Expenses),
Insurance
Proceeds, Condemnation Proceeds and REO Revenues received on or
in respect
of the Mortgage Loans during the related Collection Period
(including
any amount related to the Loss of Value Payments to the extent
that such
amount was transferred into the Certificate Account pursuant to
Section
3.06(f) during the related Collection Period) that were
identified
and
applied by the Master Servicer as recoveries of principal thereof,
in
each case net of
any portion of such amounts that represents a recovery of
the
principal portion of any Monthly Payment (other than a Balloon
Payment)
due, or of the principal portion of any Assumed Monthly Payment
deemed
due, in respect of any such Mortgage Loan on a Due Date during
or
prior to
the related Collection Period and not previously recovered; and
(e) the CP Component Mortgage Loan Senior Component Principal
Distribution Amount.
"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, the
Mortgage Loan Seller or an Affiliate of
either of them.
"Cut-off Date": June 1, 2005 (or, with respect to Loan No. 58868
and
Loan No. 58914, June 9, 2005 and June 6,
2005, respectively).
"Cut-off Date Balance": With respect to any Majority Mortgage
Loan
or Companion Loan, the outstanding
principal balance of such Loan as of the
Cut-off Date, net of all unpaid payments of
principal due in respect thereof on
or before such date. With respect to the CP
Component Mortgage Loan, the
outstanding principal balance of the CP
Component Mortgage Loan Senior Component
as of the Cut-off Date, net of all unpaid
payments of principal due in respect
of the CP Component Mortgage Loan on or
before such date.
"Debt Service Coverage Ratio": With respect to any Loan, as of
any
date of determination, and calculated
without regard to any
cross-collateralization feature of such
Loan, the ratio of (x) the Net Cash Flow
(before payment of any debt service on such
Loan) generated by the related
Mortgaged Property or Mortgaged Properties
during the most recently ended period
of not more than 12 months or less than
three months for which financial
statements (whether or not audited) have
been received by or on behalf of the
Mortgage Loan Seller (prior to the Closing
Date) or the Master Servicer or the
Special Servicer (following the Closing
Date), to (y) the product of the amount
of the Monthly Payment in effect for such
Loan as of such date of determination,
multiplied by the number of months
represented in the financial statements. The
Master Servicer may, in accordance with
CMSA reporting standards, report Net
Cash Flow with respect to each Mortgaged
Property where one or more Loans are
secured by multiple Mortgaged Properties;
provided, however, that for purposes
of determining Debt Service Coverage Ratio
compliance, calculations shall be
made at the Loan level.
"Default Charges": Any Default Interest and/or late payment
charges
that are paid or payable, as the context
may require, in respect of any Loan or
REO Loan.
"Default Interest": With respect to any Loan (or successor REO
Loan), any amounts collected thereon, other
than late payment charges or
Prepayment Premiums that represent interest
in excess of interest accrued on the
principal balance of such Loan (or REO
Loan) at the related Mortgage Rate, such
excess interest arising out of a default
under such Loan.
"Defaulted Loan": A Loan (i) that is delinquent 60 days or more
in
respect to a Monthly Payment (not including
the Balloon Payment) or (ii) is more
than 60 days delinquent in respect of its
Balloon Payment unless (w) the related
Borrower is actively seeking a refinancing
commitment, (x) the related Borrower
continues to make payments in the amount of
its Assumed Monthly Payment, (y)
subject to Section 3.21(f), the Directing
Certificateholder consents, and (z)
the related Mortgagor has delivered to the
Master Servicer, on or before the
60th day after the Due Date of such Balloon
Payment, a refinancing commitment
reasonably acceptable to the Master
Servicer, for such longer period, not to
exceed 120 days beyond the Due Date of such
Balloon Payment, during which the
refinancing would occur (provided that if
such refinancing does not occur during
such time specified in the commitment, the
related Mortgage Loan will
immediately become a Defaulted Mortgage
Loan), 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 (iii) 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.
"Defaulted Mortgage Loan": Any Mortgage Loan that is a
Defaulted
Loan.
"Defaulting Party": As defined in Section 7.01(b).
"Defective Mortgage Loan": Any Mortgage Loan as to which there
exists a Material Breach or a Material
Document Defect that was not cured in all
material respects.
"Definitive Certificate": As defined in Section 5.03(a).
"Deleted Mortgage Loan": A Defective Mortgage Loan that is
repurchased from the Trust or replaced with
one or more Replacement Mortgage
Loans, in either case as contemplated by
Section 2.03.
"Denomination": As defined in Section 5.01(a).
"Depositor": Banc of America Commercial Mortgage Inc., 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
earlier of (i) the sixth day of the month
in which such Distribution Date
occurs, or if such sixth day is not a
Business Day, the immediately preceding
Business Day, and (ii) fourth Business Day
before such Distribution Date.
"Determination Information": As defined in Section 3.18(b).
"Directing Certificateholder": The Controlling Class
Certificateholder (or its designee)
selected by the Majority Certificateholder
of the Controlling Class, as certified by
the Trustee 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, by
Certificate Principal Balance, that a
Directing Certificateholder is no longer
designated, the Controlling Class
Certificateholder that owns the largest
aggregate Certificate Principal Balance
of the Controlling Class will be the
Directing Certificateholder. The initial
Directing Certificateholder is Anthracite
Capital, Inc.
"Directly Operate": With respect to any REO Property (other than
any
REO Property related to the Fashion Show
Mall Mortgage Loan), the furnishing or
rendering of services to the tenants
thereof, the management or operation of
such REO Property, the holding of such REO
Property primarily for sale to
customers (other than the sale of an REO
Property pursuant to Section 3.18, the
performance of any construction work
thereon or any use of such REO Property in
a trade or business conducted by REMIC I or
the Component Mortgage Loan REMIC
other than through an Independent
Contractor; provided, however, that the
Special Servicer (or any Sub-Servicer on
behalf of the Special Servicer) shall
not be considered to Directly Operate an
REO Property solely because the Special
Servicer (or any Sub-Servicer on behalf of
the Special Servicer) establishes
rental terms, chooses tenants, enters into
or renews leases, deals with taxes
and insurance, or makes decisions as to, or
funds, repairs or capital
expenditures with respect to such REO
Property (including, without limitation,
construction activity to effect repairs or
in conjunction with leasing
activity).
"Discount Rate" As defined in Section 4.01(c).
"Disqualified Non-U.S. Persons": With respect to a Class R-I or
Class R-II Certificate, any Non-U.S. Person
or agent thereof other than (i) a
Non-U.S. Person that holds the Class R-I or
Class R-II Certificate in connection
with the conduct of a trade or business
within the United States and has
furnished the transferor and the
Certificate Registrar with an effective IRS
Form W-8ECI (or successor form) or (ii) a
Non-U.S. Person that has delivered to
both the transferor and the Certificate
Registrar an opinion of a nationally
recognized tax counsel to the effect that
the transfer of the Class R-I or Class
R-II Certificate to it is in accordance
with the requirements of the Code and
the regulations promulgated thereunder and
that such transfer of the Class R-I
or Class R-II Certificate will not be
disregarded for federal income tax
purposes.
"Disqualified Organization": Any of the following: (i) the
United
States or a possession thereof, any State
or any political subdivision thereof,
or any agency or instrumentality of any of
the foregoing (other than an
instrumentality that is a corporation if
all of its activities are subject to
tax and, except for Freddie Mac, a majority
of its board of directors is not
selected by any such governmental unit),
(ii) a foreign government,
international organization, or any agency
or instrumentality of either of the
foregoing, (iii) any organization (except
certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from the tax imposed by
Chapter 1 of the Code (unless such
organization is subject to the tax imposed by
Section 511 of the Code on unrelated
business taxable income), (iv) rural
electric and telephone cooperatives
described in Section 1381 of the Code or (v)
any other Person so designated by the REMIC
Administrator based upon an Opinion
of Counsel (provided to the Trustee by such
Person at its expense) that the
holding of an Ownership Interest in a
Residual Certificate by such Person may
cause the Trust or any Person having an
Ownership Interest in any Class of
Certificates, other than such Person, to
incur a liability for any federal tax
imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual
Certificate to such Person. The terms
"United States", "State" and "international
organization" shall have the
meanings set forth in Section 7701 of the
Code or successor provisions.
"Distributable Certificate Interest": For any Distribution Date
with
respect to any Class of REMIC II Regular
Certificates and the Class CP
Certificates, the Accrued Certificate
Interest in respect of such Class of
Certificates for such Distribution Date,
reduced (to not less than zero) by that
portion, if any, of the Net Aggregate
Prepayment Interest Shortfall for such
Distribution Date allocated to such Class
of Certificates as set forth below.
Except with respect to Net Aggregate
Prepayment Interest Shortfalls allocated to
the Class CP Certificates as described
below, the Net Aggregate Prepayment
Interest Shortfall, if any, for each
Distribution Date shall be allocated, pro
rata, to each Class of REMIC II Regular
Certificates based on Accrued
Certificate Interest for each such Class of
Certificates for such Distribution
Date. The Net Aggregate Prepayment Interest
Shortfall for the CP Component
Mortgage Loan, if any, for each
Distribution Date shall be allocated, first, to
the Class CP Certificates, up to an amount
equal to the lesser of any such Net
Aggregate Prepayment Interest Shortfall and
any Accrued Certificate Interest in
respect of the Class CP Certificates for
such Distribution Date; and,
thereafter, if and to the extent that any
portion of such Net Aggregate
Prepayment Interest Shortfall remains
unallocated, to the CP Component Mortgage
Loan REMIC Senior Regular Interest and
among the REMIC II Regular Certificates
as described above.
"Distributable CP Component Mortgage Loan Certificate Interest":
In
respect of the CP Component Mortgage Loan
Components an amount equal to the CP
Component Mortgage Loan Accrued Component
Interest in respect of each CP
Component Mortgage Loan Component reduced
by such component's allocable share of
any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date.
"Distribution
Account": The segregated account or accounts created
and maintained by the Trustee pursuant to
Section 3.04(b) in trust for the
Certificateholders, which shall be entitled
"LaSalle Bank National Association,
as Trustee, in trust for the registered
holders of Banc of America Commercial
Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series 2005-2,
Distribution Account".
"Distribution Date": The tenth day of any month, or if such
tenth
day is not a Business Day, the Business Day
immediately following, commencing in
July 2005.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": With respect to any Mortgage Loan, any
document
required to be part of the related Mortgage
File that has not been properly
executed, is missing, contains information
that does not conform in any material
respect with the corresponding information
set forth in the Mortgage Loan
Schedule (and the terms of such document
have not been modified by written
instrument contained in the related
Mortgage File), or does not appear to be
regular on its face.
"Domestic Global Certificate": Any of the single, permanent
global
certificates that represents the
Certificates sold in reliance on Rule 144A.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Loan on or prior to its
Stated
Maturity Date, the day of the month set
forth in the related Mortgage Note on
which each Monthly Payment on such Loan is
scheduled to be first due; (ii) any
Loan after its Stated Maturity Date, the
day of the month set forth in the
related Mortgage Note on which each Monthly
Payment on such 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
Loan had been scheduled to be first
due.
"Eligible Account": Any of (i) an account maintained with a
federal
or state chartered depository institution
or trust company, including, without
limitation, the Trustee (if it meets the
following rating criteria), the
long-term unsecured debt obligations of
which are rated no less than "Aa3" by
Moody's and "AA-" by S&P (or "A-" by
S&P if such depository's short-term
unsecured debt rating is no less than "A-1"
by S&P) (if the deposits are to be
held in the account for more than 30 days)
(or if such account is maintained
with PNC Bank, National Association, rated
no less that "A" by Moody's and with
respect to S&P meets the requirements
set forth in clause (i)), or the
short-term unsecured debt obligations of
which are rated no less than "P-1" by
Moody's and "A-1" by S&P (if the
deposits are to be held in the account for 30
days or less), in each case, at any time
funds are on deposit therein, (ii) a
segregated trust account or accounts
maintained with the corporate trust
department of a federally chartered
depository institution or trust company,
including, without limitation, the Trustee,
acting in its fiduciary capacity and
subject to the regulations regarding
fiduciary funds on deposit therein under 12
C.F.R. ss.9.10(b) that has a combined
capital surplus of at least $50,000,000,
(iii) a segregated trust account or
accounts maintained with the corporate trust
department of a state chartered depository
institution or trust company,
including, without limitation, the Trustee,
acting in its fiduciary capacity and
subject to regulations regarding fiduciary
funds on deposit therein
substantially similar to 12 C.F.R.
ss.9.10(b) that has a combined capital
surplus of at least $50,000,000, or (iv)
any other account that would not result
in the downgrade, qualification (if
applicable) or withdrawal of the rating then
assigned by either Rating Agency to any
Class of Certificates (as confirmed in
writing by each Rating Agency).
"Emergency Advance": Any Servicing Advance, whether or not it is
a
Servicing Advance that, pursuant hereto,
the Special Servicer is required to
make or to request the Master Servicer to
make, that must be made within five
Business Days of the Special Servicer's
becoming aware that it must be made to
avoid any material penalty, any material
harm to a Mortgaged Property or any
other material adverse consequence to the
Trust Fund.
"Environmental Insurance Policy": With respect to any Mortgaged
Property or REO Property, any insurance
policy covering pollution conditions
and/or other environmental conditions in
effect with respect to such Mortgaged
Property or REO Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Restricted Certificate": Any Non-Investment Grade
Sequential
Pay Certificate and Class CP 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 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 and similar items
in respect of the related Mortgaged
Property.
"Euroclear": Euroclear Bank S.A./N.V., as operator of the
Euroclear
System, or its successor in such
capacity.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest
accrued on the principal balance of
such ARD Loan at the Excess Interest Rate
(the payment of which interest shall,
under the terms of such Loan, be deferred
until the entire outstanding principal
balance of such ARD Loan has been paid),
together with all interest, if any,
accrued at the related Mortgage Rate on
such deferred interest.
"Excess Interest Distribution Account": The segregated account
or
sub-account of the Distribution Account
created and maintained by the Trustee
pursuant to Section 4.06, which shall be
entitled "LaSalle Bank National
Association, in trust for the registered
Holders of Banc of America Commercial
Mortgage, Inc. Commercial Mortgage
Pass-Through Certificates, Series 2005-2,
Excess Interest Distribution Account", and
which must be an Eligible Account.
The Excess Interest Distribution Account
shall not be an asset of the Component
Mortgage Loan REMIC, REMIC I or REMIC II
formed hereunder.
"Excess Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental
increase in the Mortgage Rate for
such Loan resulting from the passage of
such Anticipated Repayment Date.
"Excess Liquidation Proceeds": An amount equal to the excess,
if
any, of (a) the Net Liquidation Proceeds
from the sale or liquidation of a
Specially Serviced Loan or REO Property,
over (b) the sum of: (i) the amount
needed to pay off the Loan or related REO
Loan in full, (ii) all unpaid Advance
Interest on any related Advances, and (iii)
any related Liquidation Fee.
"Excess Liquidation Proceeds Account": The segregated account
or
sub-account of the Distribution Account
created and maintained by the Trustee
pursuant to Section 3.04(c)(iv) in trust
for the Certificateholders, which shall
be entitled "LaSalle Bank National
Association, as Trustee, in trust for the
registered holders of Banc of America
Commercial Mortgage Inc. Commercial
Mortgage Pass-Through Certificates, Series
2005-2, Excess Liquidation Proceeds
Account".
"Exchange Act": The Securities Exchange Act of 1934, as
amended.
"Exchange Certificate": The certificate necessary to exchange
an
interest in a Regulation S Global
Certificate for an interest in a Domestic
Global Certificate, which is in the form of
Exhibit Q attached hereto, or the
certificate necessary to exchange an
interest in a Domestic Global Certificate
for an interest in a Regulation S Global
Certificate, which is in the form of
Exhibit O or Exhibit P, as applicable,
hereto, in each case as described in
Section 5.02(m).
"Fannie Mae": The Federal National Mortgage Association or any
successor.
"Fashion Show Mall Intercreditor Agreement": With respect to
the
Fashion Show Mall Whole Loan, the
Intercreditor and Servicing Agreement dated as
of June 1, 2005 by and between the Fashion
Show Mall Pari Passu Note A-1
Noteholder and the holder of the Fashion
Show Mall Mortgage Loan relating to the
relative rights of such holders, as the
same may be further amended from time to
time in accordance with the terms
thereof.
"Fashion Show Mall Master Servicer": The master servicer under
the
Fashion Show Mall Pooling Agreement, which
as of the Closing Date is Bank of
America, N.A.
"Fashion Show Mall Mortgage Loan": The Mortgage Loan identified
as
Loan No. 58620 in the Mortgage Loan
Schedule, which, together with the Fashion
Show Mall Pari Passu Note A-1, is secured
by a Mortgage on the Fashion Show Mall
Mortgaged Property.
"Fashion Show Mall Mortgaged Property": With respect to the
corresponding Fashion Show Mall Whole Loan,
the property that secures such
Fashion Show Mall Whole Loan.
"Fashion Show Mall Nonrecoverable P&I Advance": With respect to
the
Fashion Show Mall Mortgage Loan, a
"Nonrecoverable P&I Advance" as defined in
the Fashion Show Mall Pooling
Agreement.
"Fashion Show Mall Nonrecoverable Servicing Advance": With
respect
to the Fashion Show Mall Mortgage Loan, a
"Nonrecoverable Servicing Advance" as
defined in the Fashion Show Mall Pooling
Agreement.
"Fashion Show Mall Note A-1 Junior Portion": The $40,000,000
portion
of the principal balance (as of the Cut-off
Date) of the Fashion Show Mall Pari
Passu Note A-1 that is subordinate under
certain circumstances with respect to
payments received with respect to the
Fashion Show Mall Whole Loan relative to
the Fashion Show Mall Pari Passu Note A-2
and the remaining $193,143,708 portion
(the "Fashion Show Mall Note A-1 Senior
Portion") of the principal balance of
the Fashion Show Mall Pari Passu Note
A-1.
"Fashion Show Mall Note A-1 Senior Portion": See the definition
of
"Fashion Show Mall Note A-1 Junior
Portion".
"Fashion Show Mall Noteholders": With respect to the Fashion
Show
Mall Whole Loan, collectively, the holder
of the Mortgage Note for the Fashion
Show Mall Mortgage Loan and the Fashion
Show Mall Pari Passu Note A-1 Companion
Loan Noteholder.
"Fashion Show Mall Pari Passu Note A-1": With respect to the
Fashion
Show Mall Whole Loan, the related Mortgage
Note identified as "Note A-1" in the
Fashion Show Mall Intercreditor Agreement,
which Note is not included in the
Trust and which Note is pari passu in right
of payment to the Fashion Show Mall
Pari Passu Note A-1.
"Fashion Show Mall Pari Passu Note A-1 Companion Loan": The
loan
evidenced by the Fashion Show Mall Pari
Passu Note A-1.
"Fashion Show Mall Pari Passu Note A-1 Companion Loan
Noteholder":
The Fashion Show Mall Pari Passu Note A-1
Noteholder.
"Fashion Show Mall Pari Passu Note A-1 Companion Loan
Securities":
For so long as the Fashion Show Mall Pari
Passu Note A-2 or a successor REO Loan
with respect to the Fashion Show Mall Pari
Passu Note A-2 is part of the
Mortgage Pool, any class of securities
backed by the Fashion Show Mall Pari
Passu Note A-1.
"Fashion Show Mall Pari Passu Note A-1 Noteholder": The holder
of
the Fashion Show Mall Pari Passu Note
A-1.
"Fashion Show Mall Pari Passu Note A-2": With respect to the
Fashion
Show Mall Mortgage Loan, the related
Mortgage Note that is included in the Trust
Fund.
"Fashion Show Mall Pari Passu Notes": With respect to the
Fashion
Show Mall Whole Loan, collectively, the
Fashion Show Mall Pari Passu Note A-1
and the Fashion Show Mall Pari Passu Note
A-2.
"Fashion Show Mall Pooling Agreement": That certain pooling and
servicing agreement dated as of April 1,
2005 among Banc of America Commercial
Mortgage Inc., as depositor, the Fashion
Show Mall Master Servicer, as master
servicer, the Fashion Show Mall Special
Servicer, as special servicer, and the
Fashion Show Mall Trustee, as trustee and
REMIC administrator.
"Fashion Show Mall Purchase Option Holder": The holder of the
Fashion Show Mall Note A-1 until the
outstanding principal balance of the
Fashion Show Mall Note A-1 Junior Portion
has been reduced to zero, at which
point there will be no Fashion Show Mall
Purchase Option Holder.
"Fashion Show Mall Special Servicer": The special servicer under
the
Fashion Show Mall Pooling Agreement, which
of as of the Closing Date is J.E.
Robert Company, Inc.
"Fashion Show Mall Trustee": The trustee under the Fashion Show
Mall
Pooling Agreement, which of as of the
Closing Date is Wells Fargo Bank, N.A.
"Fashion Show Mall Whole Loan": With respect to Fashion Show
Mall
Mortgage Loan, such Mortgage Loan together
with the Fashion Show Mall Pari Passu
Note A-1. References herein to the Fashion
Show Mall Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Fashion Show Mall
Pari Passu Note A-1 and the Fashion Show
Mall Pari Passu Note A-2.
"FDIC": The Federal Deposit Insurance Corporation or any
successor.
"Final Distribution Date": The final Distribution Date on which
any
distributions are to be made on the
Certificates as contemplated by Section
9.01.
"Final Recovery Determination": A determination made by the
Special
Servicer, in its reasonable, good faith
judgment and in accordance with the
Servicing Standard, with respect to any
Loan or REO Property (other than a Loan
that is paid in full and other than a Loan
or REO Property, as the case may be,
that is repurchased or replaced by the
Mortgage Loan Seller pursuant to the
Mortgage Loan Purchase and Sale Agreement
or purchased by the Master Servicer,
the Special Servicer or any Controlling
Class Certificateholder(s) pursuant to
Section 9.01), that there has been a
recovery of all related Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds
and other payments or recoveries
that will ultimately be recoverable.
"FIRREA": The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (as amended).
"Fiscal Agent": ABN AMRO Bank N.V., in its capacity as Fiscal
Agent
of the Trustee, or its successors in
interest, or any successor fiscal agent
appointed as herein provided.
"Freddie Mac": The Federal Home Loan Mortgage Corporation or
any
successor.
"Global Certificates": The Certificates represented by the
Regulation S Global Certificates or the
Domestic Global Certificates.
"Grand Rivage Mezzanine Intercreditor Agreement": That certain
Intercreditor Agreement, dated as of
February 25, 2005 by and between Bank of
America, N.A. as "Senior Lender" and the
Grand Rivage Mezzanine Loan Holder as
"Mezzanine Lender".
"Grand Rivage Mezzanine Loan": That certain mezzanine loan
related
to the Grand Rivage Mortgage Loan, which is
evidenced by that certain Mezzanine
Loan Agreement, dated as of February 25,
2005 by and between Rivage Mezz, LLC
and the Grand Rivage Mezzanine Loan
Holder.
"Grand Rivage Mezzanine Loan Holder": Collectively, LEM Funding
XX,
L.P. and LEM Parallel XX, L.P., and their
permitted successors or assigns.
"Grand Rivage Mortgage Loan": That certain Mortgage Loan
identified
as Loan No. 58797 on the Mortgage Loan
Schedule.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and
(ii) the Excess Interest Distribution
Account and all funds and assets held from
time to time on deposit in the Excess
Interest Distribution Account.
"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.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances,
including, without limitation, those so
identified pursuant to CERCLA or any other
U.S. or Canadian federal, state or
local environmental related laws and
regulations, and specifically including,
without limitation, asbestos and
asbestos-containing materials, polychlorinated
biphenyls ("PCBs"), radon gas, petroleum
and petroleum products, urea
formaldehyde and any substances classified
as being "in inventory", "usable work
in process" or similar classification that
would, if classified as unusable, be
included in the foregoing definition.
"Holder": See the definition of "Certificateholder" in this
Section
1.01.
"HUD-Approved Servicer": A servicer that is a mortgagee approved
by
the Secretary of Housing and Urban
Development pursuant to Sections 207 and 211
of the National Housing Act.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Depositor, the Master
Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the REMIC
Administrator and any and all Affiliates
thereof, (ii) does not have any direct
financial interest in or any material
indirect financial interest in any of the
Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal
Agent, the REMIC Administrator or any
Affiliate thereof, and (iii) is not
connected with the Depositor, the Master
Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the REMIC
Administrator or any Affiliate thereof as
an officer, employee, promoter, placement
agent, trustee, partner, director or
Person performing similar functions;
provided, however, that a Person shall not
fail to be Independent of the Depositor,
the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent,
the REMIC Administrator or any
Affiliate thereof merely because such
Person is the beneficial owner of 1% or
less of any Class of securities issued by
the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the
Fiscal Agent, the REMIC Administrator or
any Affiliate thereof, as the case may be;
provided, further, that such
ownership constitutes less than 1% of the
total assets owned by such Person.
"Independent Contractor": Any Person that would be an
"independent
contractor" with respect to the Component
Mortgage Loan REMIC or REMIC I, as
applicable, within the meaning of Section
856(d)(3) of the Code if the Component
Mortgage Loan REMIC or REMIC I were a real
estate investment trust (except that
the ownership test set forth in that
section shall be considered to be met by
(i) any Person that owns, directly or
indirectly, 35 percent 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 not be an expense of the
Trustee, the REMIC Administrator or the
Trust, delivered to the Trustee and the
REMIC Administrator), so long as the
Component Mortgage Loan REMIC or REMIC I,
as applicable, does not receive or derive
any income from such Person and
provided that the relationship between such
Person and the Component Mortgage
Loan REMIC or REMIC I, as applicable, is at
arm's length, all within the meaning
of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other Person upon
receipt by the Trustee and the REMIC
Administrator of an Opinion of Counsel,
which shall be at no expense to the
Trustee, the REMIC Administrator or the
Trust, 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 Class Notional Amount": With respect to the Class XC
Certificates, the initial Class XC Notional
Amount thereof as of the Closing
Date is equal to $1,642,344,323 and with
respect to the Class XP Certificates,
the initial Class XP Notional Amount
thereof as of the Closing Date is equal to
$1,602,012,000.
"Initial Class Principal Balance": With respect to any Class of
Principal Pay Certificates, the initial
Class Principal Balance thereof as of
the Closing Date, in each case as set forth
in the Preliminary Statement hereto.
"Initial Pool Balance": The aggregate Cut-off Date Balance of
all
the Mortgage Loans included in the Trust
Fund as of the Closing Date.
"Initial Resolution Period": As defined in Section 2.03.
"Institutional Accredited Investor": As defined in Section
5.02(b).
"Insurance Policy": With respect to any Loan or REO Property,
any
hazard insurance policy, seismic
(earthquake) insurance policy, business
interruption insurance policy, flood
insurance policy, title policy or other
insurance policy that is maintained from
time to time in respect of such Loan
(or the related Mortgaged Property) or in
respect of such REO Property, as the
case may be.
"Insurance Proceeds": Proceeds paid under any Insurance Policy,
to
the extent such proceeds are not applied to
the restoration of the related
Mortgaged Property or REO Property or
released to the Mortgagor or any other
third party as permitted under the related
Loan documents, in either case, in
accordance with the Servicing Standard and
with applicable law.
"Intercreditor Agreements": The Fashion Show Mall Intercreditor
Agreement, the Mission City Corporate
Center Intercreditor Agreement and the
Regents Square I & II Intercreditor
Agreement.
"Interest Accrual Basis": The basis on which interest accrues
in
respect of any Mortgage Loan, the CP
Component Mortgage Loan REMIC Regular
Interest, any REMIC I Regular Interest or
any Class of REMIC II Regular
Certificates, consisting of one of the
following: (i) a 30/360 Basis; or (ii) an
Actual/360 Basis.
"Interest Accrual Period": With respect to the CP Component
Mortgage
Loan REMIC Regular Interests, each Class of
REMIC I Regular Interests and each
Class of REMIC II Regular Certificates for
any Distribution Date, the calendar
month immediately preceding the month in
which such Distribution Date occurs.
"Interest Deposit Amount": (a) $56,615.46, with respect to the
Mortgage Loan identified on the Mortgage
Loan Schedule as Loan Number 58868,
which amount represents the amount of
interest that would have accrued at the
related Mortgage Rate on the Stated
Principal Balance as of June 1, 2005 of such
Mortgage Loan had such Mortgage Loan been
originated on June 1, 2005, for the
period from and including June 1, 2005 to
but excluding the date of origination
of such Mortgage Loan, June 9, 2005; and
(b) $3,533.05, with respect to the
Mortgage Loan identified on the Mortgage
Loan Schedule as Loan Number 58914,
which amount represents the amount of
interest that would have accrued at the
related Mortgage Rate on the Stated
Principal Balance as of June 1, 2005 of such
Mortgage Loan had such Mortgage Loan been
originated on June 1, 2005, for the
period from and including June 1, 2005 to
but excluding the date of origination
of such Mortgage Loan, June 6, 2005.
"Interest Reserve Account": The segregated account or sub-account
of
the Certificate Account created and
maintained by the Master Servicer pursuant
to Section 4.05 in trust for the
Certificateholders, which shall be entitled
"LaSalle Bank National Association, as
Trustee, in trust for the registered
holders of Banc of America Commercial
Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series 2005-2,
Interest Reserve Account".
"Interested Person": The Depositor, the Mortgage Loan Seller,
the
Master Servicer, any Sub-Servicer, the
Special Servicer, the Trustee, the Fiscal
Agent, any Holder of a Certificate or any
Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Sequential Pay Certificates": The Class A,
Class
B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates.
"Investment Representation Letter": As defined in Section
5.02(b).
"IRS": The Internal Revenue Service or any successor.
"Late Collections": With respect to any Loan, all amounts
received
thereon during any Collection Period,
whether as payments, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds
or otherwise, that represent late
collections of the principal and/or
interest portions of a Monthly Payment
(other than a Balloon Payment) or an
Assumed Monthly Payment in respect of such
Loan due or deemed due, as the case may be,
for a Due Date in a previous
Collection Period, or for a Due Date
coinciding with or preceding the Cut-off
Date, and not previously received or
recovered. With respect to any REO Loan,
all amounts received in connection with the
related REO Property during any
Collection Period, whether as Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or
otherwise, that represent late collections
of the principal and/or interest portions
of a Monthly Payment (other than a
Balloon Payment) or an Assumed Monthly
Payment in respect of the related Loan or
of an Assumed Monthly Payment in respect of
such REO Loan due or deemed due, as
the case may be, for a Due Date in a
previous Collection Period and not
previously received or recovered.
"Letter of Credit": With respect to any Loan, any third-party
letter
of credit delivered by or at the direction
of the Mortgagor pursuant to the
terms of such Loan in lieu of the
establishment of, or deposit otherwise
required to be made into, a Reserve
Fund.
"Liquidation Event": With respect to any Loan, any of the
following
events: (i) such Loan is paid in full; (ii)
a Final Recovery Determination is
made with respect to such Loan; (iii) such
Loan (or related REO Loan) is
repurchased by the Mortgage Loan Seller
pursuant to Section 4 of the Mortgage
Loan Purchase Agreement; (iv) such Loan is
purchased by the Directing
Certificateholder, the Special Servicer,
the CP Controlling Holder (if the
related Defaulted Mortgage Loan is the CP
Component Mortgage Loan), any B
Noteholder (if the related Defaulted
Mortgage Loan is the Mortgage Loan included
in the related A/B Whole Loan) or the
related Mezzanine Loan Holder (if the
related Defaulted Mortgage Loan has a
related Mezzanine Loan) pursuant to
Section 3.18(c) or (l); (v) such Loan is
purchased by the Special Servicer or
the Master Servicer pursuant to Section
9.01(b); or (vi) in the case of the
Fashion Show Mall Mortgage Loan, such
Mortgage Loan is purchased by the Fashion
Show Mall Purchase Option Holder or its
designee pursuant to the Fashion Show
Mall 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 or
(ii) such REO Property is purchased by
the Master Servicer or the Special Servicer
pursuant to Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and
owing (but not otherwise covered by
Servicing Advances) in connection with the
liquidation of any Specially Serviced
Loan or REO Property pursuant to Section
3.09 or Section 3.18 (including,
without limitation, legal fees and
expenses, committee or referee fees and, if
applicable, brokerage commissions and
conveyance taxes).
"Liquidation Fee": With respect to each Specially Serviced Loan
(other than the Fashion Show Mall Mortgage
Loan) or REO Property (other than any
REO Property related to the Fashion Show
Mall Mortgage Loan), the fee designated
as such and payable to the Special Servicer
pursuant to the third paragraph of
Section 3.11(c). Notwithstanding the
foregoing and for the avoidance of doubt,
no Liquidation Fee shall be payable in
connection with (a) the purchase of a
Defaulted Mortgage Loan by the Majority
Certificateholder of the Controlling
Class or the CP Controlling Holder (if the
related Defaulted Mortgage Loan is
the CP Component Mortgage Loan) pursuant to
any applicable purchase right set
forth in Section 3.18(c), or (l) or with
respect to a purchase of a related
Defaulted Mortgage Loan at its fair market
value as determined in Section 3.18,
unless such purchase (i) is by an assignee
of the Majority Certificateholder of
the Controlling Class or the Special
Servicer, such assignee is not an affiliate
of the Majority Certificateholder of the
Controlling Class or the Special
Servicer, such assignment is for no
material consideration, and such purchase
occurs or purchase right is exercised more
than 90 days from the date that the
Special Servicer has initially determined
the fair market value of the related
mortgage loan, or (ii) is by the CP
Controlling Holder (if the related Defaulted
Mortgage Loan is the CP Component Mortgage
Loan), and such purchase occurs or
purchase right is exercised more than 90
days from the date that the Special
Servicer has initially determined the fair
market value of the related Mortgage
Loan, (b) the purchase of any Mortgage Loan
by the holder of a subordinate note
or a Mezzanine Loan pursuant to a purchase
option contained in the related
intercreditor agreement, unless such
purchase occurs or purchase right is
exercised more than 90 days from the date
that the Special Servicer has
initially determined the fair market value
of the related Mortgage Loan, (c) the
purchase option of the Majority
Certificateholder of the Controlling Class, the
Master Servicer or the Special Servicer
pursuant to Section 9.01 or (d) the
repurchase by the Mortgage Loan Seller of a
Mortgage Loan so required to be
repurchased by it pursuant to Section 4 of
the Mortgage Loan Purchase and Sale
Agreement and Section 2.03 within the time
frame set forth in the Initial
Resolution Period and/or the Resolution
Extension Period (if applicable)
provided that such time frame shall never
be less than 90 days from the date
that the Mortgage Loan Seller was first
notified of its obligation to repurchase
pursuant to Section 4 of the Mortgage Loan
Purchase and Sale Agreement and
Section 2.03 or (e) in connection with a
Loss of Value Payment by the Mortgage
Loan Seller or (f) the purchase of Fashion
Show Mall Mortgage Loan by the
Fashion Show Mall Purchase Option Holder
pursuant to Section 3.18(m).
"Liquidation Fee Rate": With respect to each Specially Serviced
Loan
or REO Property as to which a Liquidation
Fee is payable, 1.0% (100 basis
points).
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO
Revenues) received by the Master
Servicer or the Special Servicer in
connection with: (i) the liquidation of a
Mortgaged Property or other collateral
constituting security for a Defaulted
Loan through trustee's sale, foreclosure
sale, REO Disposition or otherwise,
exclusive of any portion thereof required
to be released to the related
Mortgagor in accordance with applicable law
and/or the terms and conditions of
the related Loan documents; (ii) the
realization upon any deficiency judgment
obtained against a Mortgagor; (iii) the
purchase of a Defaulted Mortgage Loan by
any Controlling Class Certificateholder(s)
pursuant to Section 3.18(c), by the
Special Servicer pursuant to Section
3.18(d), by the Fashion Show Mall Purchase
Option Holder pursuant to the Fashion Show
Mall Intercreditor Agreement, by any
Controlling Holder pursuant to Section
3.18(l), by any B Noteholder pursuant to
the related Intercreditor Agreement or by
the related Mezzanine Loan Holder
pursuant to the related Mezzanine
Intercreditor Agreement; (iv) the repurchase
of a Mortgage Loan by the Mortgage Loan
Seller pursuant to the Mortgage Loan
Purchase and Sale Agreement or, in the case
of the Fashion Show Mall Mortgage
Loan, by the seller thereof pursuant to any
loan purchase agreement; (v) the
substitution of one or more Replacement
Mortgage Loans for a Deleted Mortgage
Loan by the Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase and Sale
Agreement (such cash amounts being any
Substitution Shortfall Amounts); (vi) the
purchase of a Mortgage Loan or REO Property
by the Master Servicer, the Special
Servicer or any Controlling Class
Certificateholder(s) pursuant to Section 9.01;
or (vii) except for purposes of Sections
3.11(c), the transfer of any Loss of
Value Payments from the Loss of Value
Reserve Fund to the Certificate Account.
"Loan": Any Mortgage Loan or Companion Loan.
"Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the related
originator and the Borrower, pursuant to
which an account created pursuant to the
related Loan documents to receive
revenues therefrom, if any, may have been
established.
"Lock-Box Account": With respect to any Lock-Box Agreement, the
account(s) established pursuant to the
terms of such agreement.
"Loss of Value Payment": As defined in Section 2.03(j).
"Loss of Value Reserve Fund": The "outside reserve fund" (within
the
meaning of Treasury Regulations Section
1.860G-2(h)) designated as such pursuant
to Section 2.12. The Loss of Value Reserve
Fund will be part of the Trust, but
not part of the Grantor Trust or any
REMIC.
"MAI": Member of the Appraisal Institute.
"Majority Certificateholder": With respect to any specified Class
or
Classes of Certificates, as of any date of
determination, any Holder or
particular group of Holders of Certificates
of such Class or Classes, as the
case may be, entitled to a majority of the
Voting Rights allocated to such Class
or Classes, as the case may be.
"Majority Mortgage Loan": Any of the Mortgage Loans other than
the
CP Component Mortgage Loan.
"Master Servicer": Bank of America, N.A., its successor in
interest
or any successor master servicer appointed
as herein provided.
"Master Servicer Remittance Amount": With respect to any Master
Servicer Remittance Date, an amount equal
to (a) all amounts on deposit in the
Certificate Account as of the commencement
of business on such Master Servicer
Remittance Date, net of (b) any portion of
the amounts described in clause (a)
of this definition that represents one or
more of the following: (i) collected
Monthly Payments that are due on a Due Date
following the end of the related
Collection Period, (ii) any unscheduled
payments of principal (including,
without limitation, Principal Prepayments)
and interest, Liquidation Proceeds
and Insurance Proceeds received after the
end of the related Collection Period,
(iii) any Prepayment Premiums received
after the end of the related Collection
Period, (iv) any amounts payable or
reimbursable to any Person from the
Certificate Account pursuant to any of
clauses (ii) through (xvii) of Section
3.05(a), (v) any Excess Liquidation
Proceeds, (vi) any amounts deposited into
the Certificate Account in error, and (vii)
with respect to each Mortgage Loan
that accrues interest on an Actual/360
Basis and any Distribution Date relating
to the one-month period preceding the
Distribution Date in each February (and in
any January of a year that is not a leap
year), an amount equal to the related
Withheld Amount pursuant to Section 4.05;
provided that, with respect to the
Master Servicer Remittance Date that occurs
in the same calendar month as the
Final Distribution Date, the Master
Servicer Remittance Amount will be
calculated without regard to clauses
(b)(i), (b)(ii) and (b)(iii) of this
definition; provided, further, that in no
event shall any amounts be included in
the Master Servicer Remittance Amount to
the extent that it is payable to any B
Noteholder pursuant to the related
Intercreditor Agreement.
"Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.
"Master Servicing Fee": With respect to each Loan and REO Loan,
the
fee payable to the Master Servicer pursuant
to Section 3.11(a) and from which
any Primary Servicing Fee is payable (and,
in the case of the Fashion Show Mall
Mortgage Loan, without duplication of the
"Master Servicing Fee" payable in
respect of the Fashion Show Mall Whole Loan
under the Fashion Show Mall Pooling
Agreement).
"Master Servicing Fee Rate": With respect to (a) each Mortgage
Loan
and any related REO Loan, the
Administrative Fee Rate specified for each such
Mortgage Loan on the Mortgage Loan Schedule
minus the Trustee Fee Rate, (b) with
respect to each Fashion Show Mall Pari
Passu Note A-2 Companion Loan and any
related REO Loan, the Master Servicing Fee
Rate shall be the same as the Master
Servicing Fee Rate for the Fashion Show
Mall Mortgage Loan and (c) with respect
to any B Note and any related REO Loan, the
Master Servicing Fee Rate shall be
the same as the Master Servicing Fee Rate
for the related Mortgage Loan.
"Material Breach": A Breach that materially and adversely
affects
the interests of the Certificateholders, or
any of them, with respect to the
affected Mortgage Loan, including but not
limited to a material and adverse
effect on any of the distributions payable
with respect to any of the
Certificates or on the value of such
Certificates or such Mortgage Loan.
"Material Document Defect": A Document Defect that materially
and
adversely affects the interests of the
Certificateholders, or any of them, with
respect to the affected Mortgage Loan,
including but not limited to a material
and adverse effect on any of the
distributions payable with respect to any of
the Certificates or on the value of such
Certificates or such Mortgage Loan.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Mezzanine Intercreditor Agreement": With respect to the Grand
Rivage Mezzanine Loan, the Grand Rivage
Mezzanine Intercreditor Agreement, and,
with respect to any Mortgage Loan with
permitted future mezzanine indebtedness,
the mezzanine intercreditor agreement
related to such future mezzanine loan.
"Mezzanine Loan": Collectively, the Grand Rivage Mezzanine Loan
and,
with respect to any Mortgage Loan with
permitted future mezzanine indebtedness,
such future mezzanine loan.
"Mezzanine Loan Holder": With respect to the Grand Rivage
Mezzanine
Loan, the Grand Rivage Mezzanine Loan
Holder, and, with respect to any Mortgage
Loan with permitted future mezzanine
indebtedness, the mezzanine lender under
such future mezzanine loan.
"Mission City Corporate Center A Note": With respect to the
Mission
City Corporate Center Mortgage Loan, the
related Mortgage Note that is included
in the Trust Fund.
"Mission City Corporate Center B Note": The Mortgage Note related
to
the Mission City Corporate Center Whole
Loan that is not included in the Trust,
which is subordinated in right of payment
to the Mission City Corporate Center A
Note to the extent set forth in the Mission
City Corporate Center Intercreditor
Agreement.
"Mission City Corporate Center B Noteholder": The holder of the
Mission City Corporate Center B Note.
"Mission City Corporate Center Control Appraisal Period": The
meaning assigned to "Control Appraisal
Event" in the Mission City Corporate
Center Intercreditor Agreement.
"Mission City Corporate Center Intercreditor Agreement": With
respect to the Mission City Corporate
Center Whole Loan, the Agreement Among
Noteholders dated as of June 28, 2005 by
and between the holder of the Mission
City Corporate Center Mortgage Loan and the
Mission City Corporate Center B
Noteholder relating to the relative rights
of such holders, as the same may be
further amended from time to time in
accordance with the terms thereof.
"Mission City Corporate Center Mortgage Loan": The Mortgage
Loan
identified as Loan No. 58847 in the
Mortgage Loan Schedule, which, together with
the Mission City Corporate Center B Note,
is secured by a Mortgage on the
Mission City Corporate Center Mortgaged
Property.
"Mission City Corporate Center Mortgaged Property": The
property
that secures the Mission City Corporate
Center Whole Loan.
"Mission City Corporate Center Noteholders": The holder of the
Mortgage Note for the Mission City
Corporate Center Mortgage Loan and the
Mission City Corporate Center B
Noteholder.
"Mission City Corporate Center Whole Loan": The Mission City
Corporate Center Mortgage Loan together
with the Mission City Corporate Center B
Note. References herein to the Mission City
Corporate Center Whole Loan shall be
construed to refer to the aggregate
indebtedness under the Mission City
Corporate Center A Note and the Mission
City Corporate Center B Note.
"Modified Loan": Any Loan as to which any Servicing Transfer
Event
has occurred and that has been modified by
the Special Servicer pursuant to
Section 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing current
Monthly
Payments with respect to such Loan);
(b) except as expressly contemplated by the related Loan
documents,
results in
a release of the lien of the Mortgage on any material portion
of the
related Mortgaged Property without a corresponding Principal
Prepayment
in an amount or the delivery of substitute real property
collateral
with a fair market value (as is) that is not less than the fair
market
value (as is), as determined by an Appraisal delivered to the
Special
Servicer (at the expense of the related Mortgagor and upon
which
the
Special Servicer may conclusively rely), of the property to be
released;
or
(c) in the good faith and reasonable judgment of the Special
Servicer,
otherwise materially impairs the security for such Loan or
reduces
the likelihood of timely payment of amounts due thereon.
"Monthly Payment": With respect to any Loan, for any Due Date as
of
which such Loan is outstanding, the
scheduled monthly payment (or, in the case
of an ARD Loan after its Anticipated
Repayment Date, the minimum required
monthly payment, exclusive of any Excess
Interest and any excess cash flow) of
principal and/or interest on such Loan,
including, without limitation, a Balloon
Payment, that is actually payable by the
related Mortgagor from time to time
under the terms of the related Mortgage
Note (as such terms may be changed or
modified in connection with a bankruptcy or
similar proceeding involving the
related Mortgagor or a modification, waiver
or amendment of such Loan granted or
agreed to by the Master Servicer or Special
Servicer pursuant to Section 3.20
and applicable law); provided that the
Monthly Payment due in respect of any ARD
Loan after its Anticipated Repayment Date
shall not include Excess Interest.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. 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 Fiscal Agent, the Master
Servicer, the Special Servicer and the
REMIC Administrator, and specific ratings
of Moody's herein referenced shall be
deemed to refer to the equivalent ratings
of the party so designated.
"Mortgage": With respect to any Loan, separately and
collectively,
as the context may require, each mortgage,
deed of trust and/or other similar
document or instrument securing the related
Mortgage Note and creating a lien on
the related Mortgaged Property.
"Mortgage File": With respect to any Mortgage Loan, subject to
Sections 1.04 and 2.01, collectively the
following documents:
(i) (A) the original executed Mortgage Note, endorsed (either
on the face thereof or pursuant to a separate allonge) "Pay to
the
order of LaSalle Bank National Association, as Trustee for the
registered holders of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2005-2,
without recourse" or in blank, and further showing a complete,
unbroken chain of endorsement from the originator (if such
originator is other than the Mortgage Loan Seller); or
alternatively, if the original executed Mortgage Note has been
lost,
a lost note affidavit and indemnity from the Mortgage Loan
Seller
with a copy of such Mortgage Note, and (B) in the case of each
Companion Loan, a copy of the executed Mortgage Note for such
Companion Loan;
(ii) an original or a copy of the Mortgage and any intervening
assignments that precede the assignment referred to in clause
(iv)
of this definition, in each case (unless the particular item has
not
been returned from the applicable recording office) with evidence
of
recording indicated thereon;
(iii) an original or a copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage)
and
of any intervening assignments thereof that precede the
assignment
referred to in clause (v) of this definition, in each case
(unless
the particular item has not been returned from the applicable
recording office) with evidence of recording indicated thereon;
(iv) subject to the provisos at the end of this paragraph, an
original executed assignment of the Mortgage, in favor of
LaSalle
Bank National Association, as Trustee for the registered holders
of
Banc of America Commercial Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series 2005-2 or in blank, in
recordable
form (except for any missing recording information with respect
to
such Mortgage) and in the case of each Whole Loan, also to
LaSalle
Bank National Association in its capacity as "lead lender" on
behalf
of the holders of the related Companion Loans, provided that, if
the
related Mortgage has not been returned from the applicable
public
recording office, such assignment of Mortgage may exclude the
information to be provided by the recording office, and
provided,
further, if the related Mortgage has been recorded in the name
of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no
assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Master
Servicer shall take all actions as are necessary to cause the
Trustee to be shown as, and the Trustee shall take all actions
necessary to confirm that it is shown as, the owner of the
related
Mortgage on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(v) an original executed assignment of any related Assignment
of Leases (if such item is a document separate from the
Mortgage),
in favor of LaSalle Bank National Association, as Trustee for
the
registered holders of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2005-2 or
in
blank, in recordable form (except for any missing recording
information with respect to such Assignment of Leases) and in
the
case of each Whole Loan, also to LaSalle Bank National
Association
in its capacity as "lead lender" or on behalf of the holders of
the
related Companion Loan, provided that if the related Mortgage
has
been recorded in the name of MERS or its designee, no assignment
of
Assignment of Leases in favor of the Trustee will be required to
be
prepared or delivered and instead, the Master Servicer shall
take
all actions as are necessary to cause the Trustee to be shown
as,
and the Trustee shall take all actions necessary to confirm that
it
is shown as, the owner of the related Mortgage on the records
of
MERS for purposes of the system of recording transfers of
beneficial
ownership of mortgages maintained by MERS;
(vi) originals or copies of any written assumption,
modification, written assurance and substitution agreements in
those
instances where the terms or provisions of the Mortgage or
Mortgage
Note have been modified or the Mortgage Loan has been assumed,
in
each case (unless the particular item has not been returned from
the
applicable recording office) with evidence of recording
indicated
thereon if the instrument being modified or assumed is a
recordable
document;
(vii) the original or a copy of the policy of lender's title
insurance or, if such policy has not yet been issued, a
"marked-up"
pro forma title policy or commitment for title insurance marked
as
binding and countersigned by the issuer or its authorized agent
either on its face or by an acknowledged closing instruction or
escrow letter;
(viii) filed copies of any prior UCC Financing Statements in
favor of the originator of such Mortgage Loan or in favor of
any
assignee prior to the Trustee (but only to the extent the
Mortgage
Loan Seller had possession of such UCC Financing Statements prior
to
the Closing Date) and, in connection with such UCC Financing
Statements, an original UCC-2 or UCC-3, as appropriate, in favor
of
LaSalle Bank National Association, as Trustee for the
registered
holders of Banc of America Commercial Mortgage Inc. Commercial
Mortgage Pass-Through Certificates, Series 2005-2 or in blank, in
a
form that is complete and suitable for filing or recording, and
sufficient to assign to the Trustee the security interest held
by
the originator of the Mortgage Loan or its assignee; provided,
if
the related Mortgage Loan has been recorded in the name of MERS
or
its designee, no UCC Financing Statement in favor of the
Trustee
will be required to be prepared or delivered and instead, the
Master
Servicer shall take all actions as are necessary to cause the
Trustee, on behalf of the Certificateholders, to be shown as,
and
the Trustee shall take all actions necessary to confirm that it
is
shown as, the owner of the related Mortgage on the records of
MERS
for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS;
(ix) the original or a copy of any environmental indemnity
agreement relating solely to such Mortgage Loan;
(x) the original or a copy of any power of attorney, guaranty,
loan agreement, Ground Lease and/or Ground Lease estoppels
relating
to such Mortgage Loan;
(xi) any original documents (including any security
agreement(s)) relating to, evidencing or constituting
Additional
Collateral and, if applicable, the originals or copies of any
intervening assignments thereof;
(xii) the original or a copy of any intercreditor agreement,
co-lender agreement, agreement among noteholders or similar
agreement relating to such Mortgage Loan and a copy of any Letter
of
Credit;
(xiii) with respect to hospitality properties, a copy of the
franchise agreement, an original copy of the comfort letter and
any
transfer documents with respect to such comfort letter, if any;
(xiv) a list attached to each Mortgage File indicating the
documents to be included in each such Mortgage File (the
"Mortgage
Loan Checklist") which list may be modified within 180 days by
the
Mortgage Loan Seller after the Closing Date to correct any errors
in
accordance with Section 2.02(e); and
(xv) a copy of the Fashion Show Mall Pooling Agreement;
provided that whenever the term "Mortgage
File" is used to refer to documents
actually received by the Trustee or by a
Custodian on its behalf such term shall
not be deemed to include such documents and
instruments required to be included
therein unless they are actually so
received; provided, further, however, that
on the Closing Date, with respect to item
(iv), the Depositor has delivered to
the Trustee a copy of such assignment of
Mortgage in blank and has caused the
Master Servicer to retain the completed
assignment of Mortgage for recording as
described below, unless such Mortgage has
been recorded in the name of MERS or
its designee.
With respect to the Fashion Show Mall Mortgage Loan, the
preceding
document delivery requirements shall be
deemed to be met by the delivery by the
Mortgage Loan Seller of copies of the
documents specified above (other than the
Fashion Show Mall Pari Passu Note A-2 (and
all intervening endorsements)
evidencing the Fashion Show Mall Mortgage
Loan, with respect to which the
originals shall be required), including a
copy of the Mortgage securing the
Fashion Show Mall Mortgage Loan.
"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 security documents
contained in the related Mortgage
File.
"Mortgage Loan Checklist": As defined in the definition of
Mortgage
File.
"Mortgage Loan Purchase and Sale Agreement": The Mortgage Loan
Purchase and Sale Agreement dated as of
June 28, 2005 between Bank of America
and the Depositor.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of
the Trust Fund, which list is
attached hereto as Schedule I and may be
amended from time to time in accordance
with Section 2.03(f). The Mortgage Loan
Schedule shall set forth, among other
things, the following information with
respect to each Mortgage Loan:
(i)
the loan number, the control number and the trust mortgage
loan identification number;
(ii) the street address or addresses (including city, state
and zip code) of the related Mortgaged Property.
(iii) (a) the Mortgage Rate in effect as of the Cut-off Date
and (b) whether the Mortgage Loan accrues interest on the basis
of
the actual number of days elapsed in the relevant month of
accrual
and a 360-day year (an "Actual/360 Basis") or on the basis of a
360-day year consisting of twelve 30-day months (a "30/360
Basis");
(iv) the original principal balance;
(v) the Cut-off Date Balance;
(vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date;
(vii) the Due Date;
(viii) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(ix) the Administrative Fee Rate (inclusive of the Master
Servicer Fee Rate, the Trustee Fee Rate, and the Primary
Servicing
Fee Rate);
(x) the Primary Servicing Fee Rate;
(xi) the Master Servicing Fee Rate;
(xii) whether the Mortgagor's interest in the related
Mortgaged Property is or includes a Ground Lease;
(xiii) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and, if so, a reference to the other Mortgage
Loans
that are cross collateralized with such Mortgage Loan;
(xiv) the original amortization term;
(xv) whether the Mortgage Loan is an ARD Loan; and
(xvi) the applicable grace period.
The Mortgage Loan Schedule shall also set forth the aggregate
Cut-off Date Balance 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": Bank of America and its successors and
assigns.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Loan,
together with any rider, addendum or
amendment thereto.
"Mortgage Pool": Collectively, all of the Mortgage Loans and
any
successor REO Loans. The Mortgage Pool does
not include any Companion Loan or
any related REO Loan.
"Mortgage Rate": With respect to (i) any Loan on or prior to
its
Stated Maturity Date, the annualized rate
at which interest is scheduled (in the
absence of a default) to accrue on such
Loan from time to time in accordance
with the terms of the related Mortgage Note
(as such may be modified at any time
following the Closing Date) and applicable
law, (ii) any Loan after its Stated
Maturity Date, the annualized rate
described in clause (i) above determined
without regard to the passage of such
Stated Maturity Date, and (iii) any REO
Loan, the annualized rate described in
clause (i) or (ii) above, as applicable,
determined as if the related Loan had
remained outstanding.
"Mortgaged Property": Individually and collectively, as the
context
may require, each real property (together
with all improvements and fixtures
thereon) subject to the lien of a Mortgage
and constituting collateral for a
Loan. With respect to any
Cross-Collateralized Mortgage Loan, as the context may
require, "Mortgaged Property" may mean,
collectively, all the Mortgaged
Properties securing such
Cross-Collateralized Mortgage Loan.
"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.
"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 during the related
Collection Period, exceeds (b) the
amount of the Compensating Interest Payment
remitted by the Master Servicer
pursuant to Section 3.19(e) on the Master
Servicer Remittance Date related to
such Distribution Date.
"Net Assumption Fee": As defined in Section 3.08.
"Net Assumption Application Fee": As defined in Section 3.08.
"Net Cash Flow": With respect to any Mortgaged Property, the
total
operating revenues derived from such
Mortgaged Property, minus the total fixed
and variable operating expenses, capital
expenditures such as reserves, tenant
improvements and leasing commissions,
incurred in respect of such Mortgaged
Property (subject to adjustments for, among
other things, (i) non cash items
such as depreciation and amortization, and
(ii) debt service on loans secured by
the Mortgaged Property).
"Net Default Charges": With respect to any Loan or REO Loan,
the
Default Charges referred to in clause fifth
of Section 3.27(a) and Section
3.27(c), which are payable to the Master
Servicer as Additional Master Servicing
Compensation or the Special Servicer as
Additional Special Servicing
Compensation.
"Net Investment Earnings": With respect to any Investment
Account
for any Collection Period, the amount, if
any, by which the aggregate of all
interest and other income realized during
such Collection Period on funds held
in such Investment Account, exceeds the
aggregate of all losses and investment
costs, if any, incurred during such
Collection Period in connection with the
investment of such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to any Investment Account
for
any Collection Period, the amount by which
the aggregate of all losses and
investment costs, if any, incurred during
such Collection Period in connection
with the investment of funds held in such
Investment Account in accordance with
Section 3.06, exceeds the aggregate of all
interest and other income realized
during such Collection Period on such
funds, but Net Investment Loss shall not
include any loss with respect to such
investment that is incurred solely as a
result of the insolvency of the federally
or state chartered depository
institution or trust company that holds
such Investment Account so long as such
depository institution or trust company
satisfied the qualifications set forth
in the definition of Eligible Account at
the time such investment was made and
so long as such depository institution or
trust company is not an Affiliate of
either the Master Servicer or the Special
Servicer.
"Net Liquidation Proceeds": The excess, if any, of all
Liquidation
Proceeds received with respect to any
Specially Serviced Loan or REO Property,
over the amount of all Liquidation Expenses
incurred with respect thereto and
all related Servicing Advances reimbursable
therefrom.
"Net Modification Fee": As defined in Section 3.20(h).
"Net Modification Application Fee": As defined in Section
3.20(h).
"Net Mortgage Rate": With respect to any Majority Mortgage Loan,
the
CP Component Mortgage Loan Senior Component
or any related REO Loan, as of any
date of determination, a rate per annum
equal to the related Mortgage Rate then
in effect, or in the case of the CP
Component Mortgage Loan Senior Component, a
per annum rate equal to 5.2359% minus the
related Administrative Fee Rate. With
respect to any Companion Loan or successor
REO Loan as of any date of
determination a per annum rate equal to the
Mortgage Rate then in effect minus
the related Administrative Fee Rate. With
respect to the CP Component Mortgage
Loan Subordinate Component, a per annum
rate equal to 7.2696% minus the related
Administrative Fee Rate. For purposes of
calculating the Pass-Through Rate for
each Class of Certificates (other than the
Class V Certificates and the Residual
Certificates) from time to time, the Net
Mortgage Rate for any Mortgage Loan
will be calculated without regard to any
modification, waiver or amendment of
the terms of such Mortgage Loan subsequent
to the Closing Date.
"Net Operating Income": With respect to any Mortgaged Property,
the
total operating revenues derived from such
Mortgaged Property for a specified
period, minus the total fixed and variable
operating expenses incurred in
respect of such Mortgaged Property (subject
to adjustments for, and excluding,
among other things, (i) non-cash items such
as depreciation and amortization,
(ii) capital expenditures (inclusive of
replacement reserves) and (iii) debt
service on loans secured by the Mortgaged
Property).
"New Lease": Any lease of REO Property (other than any REO
Property
related to the Fashion Show Mall Mortgage
Loan) entered into at the direction of
the Special Servicer on behalf of the Trust
(and any related Companion Loan
Noteholder, to the extent of its interest),
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.
"Non-Investment Grade Sequential Pay Certificates": The Class
J,
Class K, Class L, Class M, Class N, Class O
and Class P Certificates.
"Non-Partitioned Loans": Each Mortgage Loan, other than the
Fashion
Show Mall Mortgage Loan and the CP
Component Mortgage Loan.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class XC, Class E,
Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class O,
Class P, Class CP, Class V, Class R-I and
Class R-II Certificate.
"Non-U.S. Person": Any person other than a U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation
contemplated by Section 4.03(c), (a)
any P&I Advance previously made or to
be made in respect of any Loan or any REO
Loan that, as determined by the Master
Servicer, the Special Servicer or, if
applicable, the Trustee or the Fiscal
Agent, in its reasonable, good faith
judgment, based on at least an Appraisal
conducted within the 12 months
preceding any such determination, will not
be ultimately recoverable (together
with Advance Interest accrued thereon) from
Default Charges, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds
or any other recovery on or in
respect of such Mortgage 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 Standard, that any P&I Advance
previously made or proposed to be made is a
Nonrecoverable P&I Advance and shall
deliver to the Servicer, the Trustee and
the Fiscal Agent notice of such
determination and any such determination
shall be conclusive and binding on the
Master Servicer, the Trustee and the Fiscal
Agent; and (b) any Fashion Show Mall
Nonrecoverable P&I Advance (including
interest thereof calculated in accordance
with the Fashion Show Mall Pooling
Agreement). The determination as to the
recoverability of any principal or interest
advance previously made or proposed
to be made in respect of the Fashion Show
Mall Mortgage Loan shall be made by
the Fashion Show Mall Master Servicer, the
Fashion Show Mall Special Servicer or
the Fashion Show Mall Trustee, as the case
may be, pursuant to the Fashion Show
Mall Pooling Agreement or by the Trustee
pursuant to this Agreement. Any such
determination made by the Fashion Show Mall
Master Servicer, the Fashion Show
Mall Special Servicer or the Fashion Show
Mall Trustee, as the case may be,
shall be conclusive and binding on the
Certificateholders and may, in all cases
and in their sole discretion, be
conclusively relied upon by the Trustee and the
Fiscal Agent.
"Nonrecoverable Servicing Advance": (a) Any Servicing Advance
made
or proposed to be made in respect of a Loan
or REO Property that, as determined
by the Master Servicer or, if applicable,
the Special Servicer, the Trustee or
the Fiscal Agent in its reasonable and good
faith judgment, will not be
recoverable (together with Advance Interest
accrued thereon), or that in fact
was not ultimately recovered, from Default
Charges, Insurance Proceeds,
Liquidation Proceeds or any other recovery
on or in respect of such Loan or REO
Property (without giving effect to
potential recoveries on deficiency judgments
or recoveries from guarantors); provided,
however, that the Special Servicer
may, at its option, make a determination in
accordance with the Servicing
Standard, that any Servicing Advance
previously made or proposed to be made is a
Nonrecoverable Servicing Advance and shall
deliver to the Master Servicer, the
Trustee, the Fiscal Agent notice of such
determination and any such
determination shall be conclusive and
binding on the Master Servicer, the
Trustee and the Fiscal Agent; and (b) any
Fashion Show Mall Nonrecoverable
Servicing Advance (including interest
thereon calculated in accordance with the
Fashion Show Mall Pooling Agreement). The
determination as to the recoverability
of any servicing advance previously made or
proposed to be made in respect of
the Fashion Show Mall Mortgage Loan shall
be made by the Fashion Show Mall
Master Servicer, the Fashion Show Mall
Special Servicer or the Fashion Show Mall
Trustee, as the case may be, pursuant to
the Fashion Show Mall Pooling
Agreement. Any such determination made by
the Fashion Show Mall Master Servicer,
the Fashion Show Mall Special Servicer or
the Fashion Show Mall Trustee, as the
case may be, shall be conclusive and
binding on the Certificateholders.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special
Servicer, a Responsible Officer of the
Trustee or any authorized officer of the
Mortgage Loan Seller, as the case may
be.
"Operating Advisor": With respect to any Whole Loan, the
advisor
elected pursuant to Section 3.29 .
"Opinion of Counsel": A written opinion of counsel (who must,
in
connection with any opinion rendered
pursuant hereto with respect to tax matters
or a resignation under Section 6.04, be
Independent counsel, but who otherwise
may be salaried counsel for the Depositor,
the Trustee, the Fiscal Agent, the
REMIC Administrator, the Master Servicer or
the Special Servicer), which written
opinion is acceptable and delivered to the
addressee(s).
"Option Holder": As defined in Section 3.18(c).
"Option Price": As defined in Section 3.18(c).
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as
the Holder thereof and any other
interest therein, whether direct or
indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Loan or REO Loan, any advance made by
the
Master Servicer, the Trustee or the Fiscal
Agent pursuant to Section 4.03.
"Pass-Through Rate": With respect to any Class of Sequential
Pay
Certificates, the rate per annum specified
as such in respect of such Class of
Certificates in the Preliminary Statement
hereto. With respect to the Class XC
and Class XP Certificates, for any
Distribution Date, the Class XC Pass-Through
Rate and the Class XP Pass-Through Rate,
respectively. With respect to the Class
CP Certificates, for any Distribution Date,
the Class CP Pass-Through Rate.
"Past Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Loan having any
Monthly Payment remaining unpaid past its
Due Date and past any applicable grace
period for such Monthly Payment as of the
Determination Date on the same calendar
month.
"Payment Priority": With respect to any Class of Certificates
(other
than the Class CP Certificates or the Class
V Certificates), the priority of the
Holders thereof in respect of the Holders
of the other Classes of Certificates
to receive distributions out of the
Available Distribution Amount for any
Distribution Date. The Payment Priority of
the respective Classes of
Certificates shall be, in descending order,
as follows: first, the respective
Classes of Senior Certificates; second, the
Class A-M Certificates; third, the
Class A-J Certificates; fourth the Class B
Certificates; fifth, the Class C
Certificates; sixth, the Class D
Certificates; seventh, the Class E
Certificates; eighth, the Class F
Certificates; ninth, the Class G Certificates;
tenth, the Class H Certificates; eleventh,
the Class J Certificates; twelfth,
the Class K Certificates; thirteenth, the
Class L Certificates; fourteenth, the
Class M Certificates; fifteenth, the Class
N Certificates; sixteenth, the Class
O Certificates; seventeenth, the Class P
Certificates; and last, the respective
Classes of Residual Certificates.
"Percentage Interest": With respect to any REMIC II Regular
Certificate or any Class CP Certificate,
the portion of the relevant Class
evidenced by such Certificate, expressed as
a percentage, the numerator of which
is the Certificate Principal Balance or
Certificate Notional Amount, as the case
may be, of such Certificate as of the
Closing Date, as specified on the face
thereof, and the denominator of which is
the Initial Class Principal Balance or
Initial Class Notional Amount, as the case
may be, of the relevant Class. With
respect to a Class V Certificate or a
Residual Certificate, the percentage
interest in distributions to be made with
respect to the relevant Class, as
stated on the face of such Certificate.
"Performance Certification": As defined in Section 8.13(c).
"Performing Loan": As of any date of determination, any Loan as
to
which no Servicing Transfer Event then
exists.
"Performing Party": As defined in Section 8.13(c).
"Permitted Investments": Any one or more of the following
obligations:
(a) direct obligations of, or obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States or any
agency or
instrumentality thereof, provided such obligations are backed
by
the full
faith and credit of the United States;
(b) repurchase obligations with respect to any security described
in
clause (a)
above, provided that the long-term unsecured debt obligations
of the
party agreeing to repurchase such obligations are rated "Aaa"
by
Moody's
and "AAA" by S&P;
(c) federal funds, uncertificated certificates of deposit, time
deposits and bankers'
acceptances (having original maturities of not more
than 365
days) of any bank or trust company organized under the laws of
the United
States or any state, provided that the short-term unsecured
debt
obligations of such bank or trust company are rated no less
than
"P-1" by
Moody's and "A-1+" by S&P;
(d) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof rated no less than "P-1" by Moody's, and
"A-1+" by
S&P;
(e) units of money market funds that maintain a constant asset
value
and that
are rated in the highest applicable rating category by each of
S&P
(i.e., "AAAm" or "AAAmG") and Moody's (or if not rated by Moody's
a
confirmation from Moody's that such money market fund is
acceptable); and
(f) any other obligation or security that would not result in
the
downgrade,
qualification (if applicable) or withdrawal of the rating then
assigned
by any of the Rating Agencies to any Class of Certificates,
evidence
of which shall be confirmed in writing by each Rating Agency to
the
Trustee;
provided that no investment described
hereunder shall evidence either the right
to receive (a) only interest with respect
to such investment or (b) a yield to
maturity greater than 120% of the yield to
maturity at par of the underlying
obligations; and provided, further, that no
investment described hereunder may
be purchased at a price greater than par if
such investment may be prepaid or
called at a price less than its purchase
price prior to stated maturity; and
provided, further, that each investment
described hereunder shall, by its terms,
have a predetermined fixed amount of
principal due at maturity (that cannot vary
or change) and either a fixed interest rate
or variable interest rate tied to a
single interest rate index plus a single
fixed spread; and provided, further,
that each investment described hereunder
shall be a "cash flow investment", as
defined in the REMIC Provisions; and
provided, further, that no investment
described hereunder shall have a maturity
in excess of one year; and provided,
further, that no investment described
hereunder shall be liquidated prior to its
maturity date; and provided, further, that
no investment described hereunder may
have an "r" highlighter or other comparable
qualifier attached to its rating.
"Permitted Mezzanine Loan Holder": With respect to the
Mezzanine
Loans, any "qualified transferee" with
respect to which each Rating Agency has
confirmed in writing that the holding of
the related Mezzanine Loan by such
Person would not cause a qualification,
downgrade or withdrawal of any of such
Rating Agency's then-current ratings on the
Certificates or that otherwise meets
the qualifications set forth in the related
Mezzanine Intercreditor Agreement to
be a "qualified transferee".
"Permitted Transferee": Any Transferee of a Residual
Certificate
other than any of a Plan or a Person acting
on behalf of or using the assets of
a Plan, a Disqualified Organization, a
Disqualified Non-U.S. Person or a U.S.
Person with respect to whom income on a
Residual Certificate is attributable to
a foreign permanent establishment or fixed
base, within the meaning of an
applicable income tax treaty, of such
Person or any other U.S. Person or any
nominee, agent or middleman of any of the
above.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization, limited
liability company or government or any
agency or political subdivision thereof.
"Phase I Environmental Assessment": A "Phase I assessment" or,
in
the case of any Loan having an initial
principal balance under $1,000,000, a
transaction screen, as described in, and
meeting the criteria of the American
Society for Testing and Materials.
"Placement Agent": Banc of America Securities LLC.
"Plan": As defined in Section 5.02(c).
"Pool REO Account": A segregated custodial account or accounts
created and maintained by the Special
Servicer pursuant to Section 3.16(b) on
behalf of the Trustee in trust for the
Certificateholders, which shall be
entitled "Midland Loan Services, Inc., as
Special Servicer, for the benefit of
LaSalle Bank National Association, as
Trustee, in trust for registered Holders
of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through
Certificates, Series 2005-2, REO Account".
Any such account or accounts shall be
an Eligible Account.
"Post CAP Loan": Any Component Mortgage Loan or A/B Whole Loan
following the occurrence and during the
continuance of a related Control
Appraisal Period.
"Prepayment Assumption": The assumption that no Mortgage Loan
(other
than an ARD Loan) is prepaid prior to its
Stated Maturity Date and that no ARD
Loan is prepaid prior to, but each is paid
in its entirety on, its Anticipated
Repayment Date, such assumption to be used
for determining the accrual of
original issue discount, market discount
and premium, if any, on the Mortgage
Loans, the CP Component Mortgage Loan REMIC
Senior Regular Interest, the REMIC I
Regular Interests and the REMIC II Regular
Certificates and the Class CP
Certificates for federal income tax
purposes.
"Prepayment Interest Excess": With respect to any Mortgage Loan
that
was subject to a Principal Prepayment in
full or in part made on or prior to the
Determination Date in any calendar month
but after such Mortgage Loan's Due
Date, any payment of interest (net of
related Master Servicing Fees and Excess
Interest and exclusive of Prepayment
Premiums) actually collected from the
related Mortgagor from and after such Due
Date.
"Prepayment Interest Shortfall": With respect to any Mortgage
Loan
that was subject to a Principal Prepayment
in full or in part made after the
Determination Date in any calendar month,
the amount of uncollected interest
(determined without regard to any
Prepayment Premium that may have been
collected and exclusive of, in the case of
an ARD Loan after its Anticipated
Repayment Date, Excess Interest) that would
have accrued at a per annum rate
equal to the sum of the Net Mortgage Rate
for such Mortgage Loan plus the
Trustee Fee Rate, on the amount of such
Principal Prepayment during the period
commencing on the date as of which such
Principal Prepayment was applied to such
Mortgage Loan and ending on the last day of
such calendar month, inclusive. A
Prepayment Interest Shortfall in respect of
the CP Component Mortgage Loan shall
be allocated as set forth in the definition
of "Distributable Certificate
Interest".
"Prepayment Premium": Any premium, penalty or fee paid or
payable,
as the context requires, by a Mortgagor in
connection with a Principal
Prepayment on, or other early collection of
principal of, a Loan or any
successor REO Loan.
"Primary Collateral": The Mortgaged Property directly securing
a
Cross-Collateralized Mortgage Loan
excluding, however, any Mortgaged Property as
to which the related lien may only be
foreclosed upon solely because of the
cross-collateralization of such Mortgage
Loans.
"Primary Servicing Fee": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement as of
the Closing Date, the monthly fee
payable to the Sub-Servicer by the Master
Servicer from the Master Servicing
Fee, which monthly fee accrues at the
Primary Servicing Fee Rate.
"Primary Servicing Fee Rate": With respect to each Mortgage
Loan
that is subject to a Sub-Servicing
Agreement as of the Closing Date, the rate
per annum specified as such in the Mortgage
Loan Schedule.
"Primary Servicing Office": With respect to the Master Servicer,
the
office thereof primarily responsible for
performing its respective duties under
this Agreement, initially located in
Charlotte, North Carolina, and, with
respect to the Special Servicer, the office
thereof primarily responsible for
performing its respective duties under this
Agreement, initially located in
Kansas.
"Principal Distribution Amount": With respect to any
Distribution
Date and in respect of any Mortgage Loan,
the aggregate of the Current Principal
Distribution Amount for such Distribution
Date and, if such Distribution Date is
subsequent to the initial Distribution
Date, the excess, if any, of the
Principal Distribution Amount for the
preceding Distribution Date, over the
aggregate distributions of principal made
on the Sequential Pay Certificates on
the preceding Distribution Date; provided
that the Principal Distribution Amount
for any Distribution Date shall be reduced
by the amount of any reimbursements
of Nonrecoverable Advances or
Workout-Delayed Reimbursement Amounts plus
interest on such Nonrecoverable Advances or
Workout-Delayed Reimbursement
Amounts that are paid or reimbursed from
principal collections on the Mortgage
Loans in a period during which such
principal collections would have otherwise
been included in the Principal Distribution
Amount for such Distribution Date
(provided, that if any of the amounts that
were reimbursed from principal
collections on the Mortgage Loans are
subsequently recovered on the related
Mortgage Loan, such recovery will increase
the Principal Distribution Amount for
the Distribution Date related to the period
in which such recovery occurs).
"Principal Pay Certificates": Collectively, the Sequential Pay
Certificates and the Class CP
Certificates.
"Principal Prepayment": Any voluntary payment of principal made
by
the Mortgagor on a Loan that is received in
advance of its scheduled Due Date
and that is not accompanied by an amount of
interest (without regard to any
Prepayment Premium that may have been
collected) representing scheduled interest
due on any date or dates in any month or
months subsequent to the month of
prepayment.
"Prohibited Actions": As defined in Section 3.21(f).
"Prospectus Supplement": That certain prospectus supplement
dated
June 15, 2005, relating to the Class A-1,
Class A-2, Class A-3, Class A-4, Class
A-AB, Class A-5, Class A-M, Class A-J,
Class XP, Class B, Class C and Class D
Certificates, that is a supplement to the
Base Prospectus.
"Purchase Option": As
defined in Section 3.18(c).
"Purchase Price": With respect to any Mortgage Loan, a price
equal
to the unpaid principal balance of the
Mortgage Loan (including any Subordinate
Components thereof) as of the date of
purchase, together with (a) all accrued
and unpaid interest (excluding, in the case
of an ARD Loan after its Anticipated
Repayment Date, Excess Interest) on the
Mortgage Loan at the related Mortgage
Rate up to but not including the Due Date
in the Collection Period of purchase,
(b) all related unreimbursed Master
Servicing Fees, Special Servicing Fees,
Trustee Fees and Servicing Advances that
are unreimbursed from related
collections on such Mortgage Loan, (c) all
accrued and unpaid Advance Interest
in respect of related Advances, (d) any
Additional Trust Fund Expenses in
respect of such Mortgage Loan (including
any Additional Trust Fund Expenses
previously reimbursed or paid by the Trust
Fund but not so reimbursed by the
related Mortgagor or other party or from
Insurance Proceeds or Condemnation
Proceeds or otherwise), (e) Liquidation
Fees (if any) payable in connection with
a purchase of a Mortgage Loan and (f) any
cost, fees and expenses of enforcement
(including attorneys fees) of a repurchase
obligation pursuant to Section
2.03(h). With respect to any REO Property
(other than any REO Property related
to the Fashion Show Mall Mortgage Loan), a
price equal to the unpaid principal
balance of the related REO Loan as of the
date of purchase, together with (a)
all accrued and unpaid interest (excluding,
in the case of an ARD Loan after its
Anticipated Repayment Date, Excess
Interest) on such REO Loan at the related
Mortgage Rate to but not including the Due
Date in the Collection Period of
purchase, (b) all related Servicing
Advances that are unreimbursed from related
collections on such REO Property, (c) all
accrued and unpaid Advance Interest in
respect of related Advances, (d) any
Additional Trust Fund Expenses in respect
of such REO Property (other than any REO
Property related to the Fashion Show
Mall Mortgage Loan) (including any
Additional Trust Fund Expenses previously
reimbursed or paid by the Trust Fund but
not so reimbursed by the related
Mortgagor or other party or from Insurance
Proceeds or Condemnation Proceeds or
otherwise), (e) Liquidation Fees (if any)
payable in connection with a purchase
of a Mortgage Loan and (f) any cost, fees
and expenses of enforcement (including
attorneys fees) of a repurchase obligation
pursuant to Section 2.03. The
Purchase Price of any Mortgage Loan or REO
Property (other than any REO Property
related to the Fashion Show Mall Mortgage
Loan) is intended to include, without
limitation, principal and interest
previously advanced with respect thereto and
not previously reimbursed.
"Qualified Appraiser": In connection with the appraisal of any
Loan,
Mortgaged Property or REO Property, an
Independent MAI-designated appraiser with
at least five years of experience in
respect of the relevant geographic location
and property type.
"Qualified Bidder": As defined in Section 7.01(d).
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": An insurance company or security or
bonding
company qualified to write the related
Insurance Policy in the relevant
jurisdiction.
"Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Mortgage Loan as
contemplated by Section 2.03, any
other mortgage loan that, on the date of
substitution, (i) has a principal
balance, after deduction of the principal
portion of any unpaid Monthly Payment
due on or before the date of substitution,
not in excess of the Stated Principal
Balance of the Defective Mortgage Loan;
(ii) is accruing interest at a fixed
rate of interest at least equal to that of
the Defective Mortgage Loan; (iii)
has the same Due Date as, and a grace
period for delinquent Monthly Payments
that is no longer than, the Due Date and
grace period, respectively, of the
Defective Mortgage Loan; (iv) is accruing
interest on the same basis as the
Defective Mortgage Loan (for example, on
the basis of a 360-day year consisting
of twelve 30-day months); (v) has a
remaining term to stated maturity not
greater than, and not more than two years
less than, that of the Defective
Mortgage Loan and, in any event, has a
maturity date not later than two years
prior to the Rated Final Distribution Date;
(vi) has a then current
loan-to-value ratio not higher than, and a
then current debt service coverage
ratio not lower than, the loan-to-value
ratio and debt service coverage ratio,
respectively, of the Defective Mortgage
Loan as of the Closing Date; (vii) has
comparable prepayment restrictions to those
of the Defective Mortgage Loan,
(viii) will comply (except in a manner that
would not be adverse to the
interests of the Certificateholders (as a
collective whole) in or with respect
to such mortgage loan), as of the date of
substitution, with all of the
representations relating to the Defective
Mortgage Loan set forth in or made
pursuant to the Mortgage Loan Purchase and
Sale Agreement; (ix) has a Phase I
Environmental Assessment and a property
condition report relating to the related
Mortgaged Property in its Servicing File,
which Phase I Environmental Assessment
will evidence that there is no material
adverse environmental condition or
circumstance at the related Mortgaged
Property for which further remedial action
may be required under applicable law, and
which property condition report will
evidence that the related Mortgaged
Property is in good condition with no
material damage or deferred maintenance;
and (x) constitutes a "qualified
replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code;
provided, however, that if more than one
mortgage loan is to be substituted for
any Defective Mortgage Loan, then all such
proposed Replacement Mortgage Loans
shall, in the aggregate, satisfy the
requirement specified in clause (i) of this
definition and each such proposed
Replacement Mortgage Loan shall, individually,
satisfy each of the requirements specified
in clauses (ii) through (x) of this
definition; and provided, further, that no
mort
