EXHIBIT 4
================================================================================
BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
Depositor,
BANK OF AMERICA, N.A.,
Master Servicer,
LNR PARTNERS, 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 July 1, 2005
---------------------------------
$2,157,894,349
Commercial Mortgage Pass-Through Certificates
Series 2005-3
<PAGE>
TABLE OF CONTENTS
Page
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 PA
Certificates and Class WB Certificates; Creation of
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 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 Account
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
Loan.............................
Section 3.29 Right to Appoint Operating
Advisor; Authority of
Operating Advisor...........................................
Section 3.30 Matters Relating to Certain
Mortgage Loans...................
Section 3.31 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 or the
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-3A Certificate
EXHIBIT A-4 Form
of Class A-3B Certificate
EXHIBIT A-5 Form
of Class A-SB Certificate
EXHIBIT A-6 Form
of Class A-4 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 Q Certificate
EXHIBIT A-26 Form of
Class R-I Certificate
EXHIBIT A-27 Form of
Class R-II Certificate
EXHIBIT A-28 Form of
Class PA Certificate
EXHIBIT A-29 Form of
Class WB Certificate
EXHIBIT A-30 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 Regulation S Certificate
EXHIBIT N
Form of Transfer Certificate for Exchange or Transfer from
Domestic Global Certificate to Regulation S Global Certificate
During the Restricted Period
EXHIBIT O
Form of Transfer Certificate for Exchange or Transfer from
Domestic Global Certificate to Regulation S Global Certificate
After the Restricted Period
EXHIBIT P
Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Domestic Global Certificate
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
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), dated
and
effective as of July 1, 2005, is by and
among BANC OF AMERICA COMMERCIAL
MORTGAGE INC., as Depositor; BANK OF
AMERICA, N.A., as Master Servicer; LNR
PARTNERS, 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 PA Pari Passu Note A-1
Component Mortgage Loan and the WB
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 Component Mortgage Loan
REMIC Senior Regular Interests and the
Component Mortgage Loan REMIC Subordinate
Regular Interests. The Component
Mortgage Loan REMIC Senior Regular
Interests will not be certificated and will
be held by REMIC I. The Class PA
Certificates and the Class WB Certificates will
each represent a Component Mortgage Loan
REMIC Subordinate Regular Interest.
The following table sets forth the initial PA Pari Passu Note
A-1
Component Mortgage Loan Senior Balance and
WB Component Mortgage Loan Senior
Balance and the corresponding Component
Mortgage Loan REMIC Senior Regular
Interests:
<TABLE>
<CAPTION>
Initial
Component
Mortgage Loan
Corresponding Component Mortgage Loan REMIC
Component Mortgage Loan Senior
Balance
Senior Regular Interest
-------------------------- ---------------
--------------------------------------------------
<S>
<C>
<C>
PA Pari Passu Note A-1
PA Pari Passu Note A-1 Component
Component Mortgage Loan
$132,000.000
Mortgage Loan Senior Regular Interest
WB Component Mortgage Loan
$200,000,000 WB
Component Mortgage Loan Senior Regular Interest
</TABLE>
The following table sets forth the initial PA Pari Passu
Mortgage
Loan Subordinate Balance and the
Corresponding Component Mortgage Loan REMIC
Subordinate Regular Interest:
Initial PA Pari Passu Note A-1 Corresponding Component
Mortgage
Component Mortgage Loan
Loan REMIC
Subordinate Balance
Subordinate Regular Interest
------------------------------
--------------------------------
$28,000,000
Class PA Certificates
The following table sets forth the initial WB Component
Mortgage
Loan Subordinate Balance and the
Corresponding Component Mortgage Loan REMIC
Subordinate Regular Interest:
Corresponding Component Mortgage
Initial WB Component Mortgage
Loan REMIC
Loan Subordinate Balance
Subordinate Regular Interest
-----------------------------
--------------------------------
$50,000,000
Class WB 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 Component Mortgage Loan
REMIC Senior Regular Interests 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
REMIC I
Components
Corresponding Regular
REMIC I
of Class X
Certificates Interests(1)
Principal
Balance
Certificates(1)
------------- ------------- -----------------
---------------
Class A-1
LA-1-1
$3,827,000
XA-1-1
LA-1-2
$4,960,000
XA-1-2
LA-1-3
$41,996,000
XA-1-3
LA-1-4
$11,317,000
XA-1-4
Class A-2
LA-2-1
$37,386,000
XA-2-1
LA-2-2
$47,454,000
XA-2-2
LA-2-3
$46,086,000
XA-2-3
LA-2-4
$45,888,000
XA-2-4
LA-2-5
$44,670,000
XA-2-5
LA-2-6
$192,149,000
XA-2-6
LA-2-7
$92,017,000
XA-2-7
Class A-3A
LA-3A-1
$190,122,000
XA-3A-1
LA-3A-2
$24,882,000
XA-3A-2
LA-3A-3
$21,516,000
XA-3A-3
LA-3A-4
$42,696,000
XA-3A-4
Class A-3B
LA-3B
$132,000,000
XA-3B
Class A-SB
LA-SB-1
$84,000
XA-SB-1
LA-SB-2
$1,200,000
XA-SB-2
LA-SB-3
$7,052,000
XA-SB-3
LA-SB-4
$17,328,000
XA-SB-4
LA-SB-5
$12,525,000
XA-SB-5
LA-SB-6
$32,171,000
XA-SB-6
Class A-4
LA-4-1
$121,481,000
XA-4-1
LA-4-2
$338,774,000
XA-4-2
Class A-M
LA-M
$216,104,000 XA-M-1
Class A-J
LA-J
$132,364,000
XA-J
Class B
LB
$24,312,000
XB
Class C
LC
$24,311,000
XC
Class D
LD
$21,611,000
XD
Class E
LE
$37,818,000
XE
Class F
LF-1
$4,491,000
XF-1
LF-2
$17,120,000
XF-2
Class G
LG-1
$5,134,000
XG-1
LG-2
$10,232,000
XG-2
LG-3
$9,801,000
XG-3
LG-4
$4,547,000
XG-4
Class H
LH-1
$7,121,000
XH-1
LH-2
$14,380,000
XH-2
LH-3
$5,512,000
XH-3
Class J
LJ-1
$1,742,000
XJ-1
LJ-2
$16,482,000
XJ-2
LJ-3
$8,789,000
XJ-3
Class K
LK
$13,507,000
XK
Class L
LL-1
$8,987,000
XL-1
LL-2
$1,818,000
XL-2
Class M
LM-1
$2,123,000
XM-1
LM-2
$8,682,000
XM-2
Class N
LN
$5,403,000
XN
Class O
LO
$8,104,000
XO
Class P
LP
$8,103,000
XP
Class Q
LQ
$29,715,349
XQ
------------
(1) The REMIC I Regular Interest
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-3A, Class A-3B, Class
A-SB, Class A-4, Class A-M, Class A-J,
Class XP, Class B, Class C, Class D, Class
E, Class XC, Class F, Class G, Class
H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P and Class Q
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 PA Certificates and Class WB
Certificates (which are issued by the
Component Mortgage Loan REMIC):
Approximate Initia
Initial Class
Designation
Pass-Through Rate Principal
Balance
----------------------------- ---------------------
------------------
REMIC II Regular Certificates
Class A-1
4.1360% per annum
$62,100,000
Class A-2
4.5010% per annum
$505,650,000
Class A-3A
4.6210% per annum
$279,216,000
Class A-3B
5.0900% per annum(1)
$132,000,000
Class A-SB
4.5890% per annum
$70,360,000
Class A-4
4.6680% per annum
$460,255,000
Class A-M
4.7270% per annum
$216,104,000
Class A-J
4.7670% per annum(1)
$132,364,000
Class B
4.8460% per annum(1)
$24,312,000
Class C
4.8660% per annum(1)
$24,311,000
Class D
4.8850% per annum(1)
$21,611,000
Class E
4.9740% per annum(1)
$37,818,000
Class F
5.0530% per annum(1)
$21,611,000
Class G
5.3445% per annum(2)
$29,714,000
Class H
5.3445% per annum(2)
$27,013,000
Class J
5.3445% per annum(2)
$27,013,000
Class K
4.4680% per annum(1)
$13,507,000
Class L
4.4680% per annum(1)
$10,805,000
Class M
4.4680% per annum(1)
$10,805,000
Class N
4.4680% per annum(1)
$5,403,000
Class O
4.4680% per annum(1)
$8,104,000
Class P
4.4680% per annum(1)
$8,103,000
Class Q
4.4680% per annum(1)
$29,715,349
Class XP
0.6330% per annum(3) $2,102,742,000 (4)
Class XC
0.0512% per annum(3) $2,157,894,349 (4)
Class PA Certificates
Class PA
7.8647% per annum(5)
$28,000,000
Class WB Certificates
Class WB
7.3046% per annum(5)
$50,000,000
------------
(1) Initial Pass-Through Rate.
The Pass-Through Rate for the Class A-3B, Class
A-J Class
B, Class C, Class D, Class E, Class F, Class K, Class L, Class
M, Class
N, Class O, Class P and Class Q Certificates for each
Distribution Date will each accrue interest at a fixed rate,
subject to a
cap equal
to the Weighted Average Net Mortgage Rate for such Distribution
Date.
(2) Initial Pass-Through Rate.
The Pass-Through Rate for the Class G, Class H
and Class
J Certificates for each Distribution Date will each accrue
interest
at the Weighted Average Net Mortgage Rate for such Distribution
Date.
(3) 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",
respectively.
(4) 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.
(5) The rates set forth in the
"Pass-Through Rate" column for the Class PA
Certificates and the Class WB 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
PA
Certificates and the Class WB Certificates for each Interest
Accrual
Period,
each Pass-Through Rate will be converted to the annualized rate
of
interest
at which interest would have to accrue on the Certificate
Balance
of each
such Class of 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 such Class of Certificates for such
Interest
Accrual Period at the respective rates 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.
"Accrued Certificate Interest": With respect to the Class PA
Certificates, the Class WB 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 PA Certificates,
the Class WB 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 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 PA Pari Passu Note A-1 Senior Component Interest":
With
respect to the PA Pari Passu Note A-1
Senior Component for any Distribution
Date, one month's interest at the Adjusted
Net Mortgage Rate applicable to the
PA Pari Passu Note A-1 Senior Component for
such Distribution Date, accrued on
the PA Pari Passu Note A-1 Component
Mortgage Loan Senior Balance of the PA Pari
Passu Note A-1 Senior Component outstanding
immediately prior to such
Distribution Date. For the avoidance of
doubt, the Accrued PA Pari Passu Note
A-1 Senior Component Interest in respect of
the PA Pari Passu Note A-1 Senior
Component for any Distribution Date shall
be deemed to have accrued during the
applicable Interest Accrual Period.
"Accrued WB Senior Component Interest": With respect to the WB
Senior Component for any Distribution Date,
one month's interest at the Adjusted
Net Mortgage Rate applicable to the WB
Senior Component for such Distribution
Date, accrued on the WB Component Mortgage
Loan Senior Balance of the WB Senior
Component outstanding immediately prior to
such Distribution Date. For the
avoidance of doubt, the Accrued WB Senior
Component Interest in respect of the
WB Senior Component 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 PA Pari
Passu Note A-1 Senior Component or the
WB 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 or 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 or Component Mortgage Loan
Senior Component, as the case may be,
at the related Net Mortgage Rate in effect
for such Mortgage Loan, REO Loan or
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 or Component Mortgage Loan Senior
Component, divided by 30; provided,
however, that with respect to such Mortgage
Loan, REO Loan or 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 PA Pari Passu
Note A-1 Senior Component or the WB Senior
Component, 4.92370297520661% and
5.191385%, respectively) 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 by the Special Servicer
immediately following the later of the date
on which the most recent relevant
Appraisal acceptable for purposes of
Section 3.19(b) was obtained and accepted
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 Charges) 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, 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 the
Pacific Arts Plaza 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 Loan) and
"Appraisal Reduction Amount" shall mean
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 Whole Loan) equal to the
excess, if any, of:
(1)
the sum of (a) the Stated Principal Balance of such Whole 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 Charges) accrued on such Whole 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 Whole Loan; (d) all related
unreimbursed Advances made by or on
behalf of the Master Servicer, the Special
Servicer or the Trustee with respect
to such Whole Loan and reimbursable out of
the Trust Fund, 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, 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 the related Whole 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 the related Whole 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).
Appraisal Reduction Amounts for the Pacific Arts Plaza Whole
Loan
will be allocated (a) first, to the PA Pari
Passu Note A-1 Subordinate Component
in reverse sequential order and (b)
thereafter any remaining Appraisal Reduction
Amounts will be allocated to the PA Pari
Passu Note A-1 Senior Component and the
Pacific Arts Plaza Pari Passu Note A-2
Companion Loan, pro rata based upon
outstanding principal balance.
Appraisal Reduction Amounts for the WB Component Mortgage Loan
will
be allocated (a) first, to the WB
Subordinate Component and (b) thereafter any
remaining Appraisal Reduction Amounts will
be allocated to the WB Senior
Component.
"Appraisal Trigger Event": With respect to any 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, if the Master Servicer has, on or
prior to the due date of such Balloon Payment, received written
evidence from an institutional lender of such lender's binding
commitment to refinance such Loan within 60 days after the due
date
of such Balloon Payment, failure to pay such Balloon Payment
during
such 60-day period shall not constitute an Appraisal Trigger
Event;
(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": 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.
"Approval Provisions": With respect to any 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 PA Pari Passu Note A-1 Component
Mortgage Loan during any time period that a PA Pari Passu Note
A-1
Control
Appraisal Period does not exist, the Master Servicer, if the
PA Pari Passu Note A-1 Component Mortgage 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 PA Pari Passu Note A-1 Controlling Holder in connection
with
a Special Action;
(v) with respect to the PA Pari Passu Note A-1 Component
Mortgage Loan during any time period that a PA Pari Passu Note
A-1
Control Appraisal Period does not exist, the Special Servicer,
if
the PA Pari Passu Note A-1 Component Mortgage Loan is a then
Specially Serviced Loan, shall obtain the approval and consent
of
the PA Pari Passu Note A-1 Controlling Holder in connection with
a
Special Action;
(vi) with respect to the WB Component Mortgage Loan during any
time period that a WB Control Appraisal Period does not exist,
the
Master Servicer, if the WB Component Mortgage 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 WB Controlling Holder in connection with a
Special Action; and
(vii) with respect to the WB Component Mortgage Loan during
any time period that a WB Control Appraisal Period does not
exist,
the Special Servicer, if the WB Component Mortgage Loan is a
then
Specially Serviced Loan, shall obtain the approval and consent
of
the WB Controller Holder in connection with a Special Action.
With respect to any extension or Special Action set forth in
clauses
(ii), (iv), (vi) and (viii) 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, the PA Pari Passu Note
A-1 Controlling Holder, the WB
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) through (ix) above, the PA Pari
Passu Note A-1 Controlling Holder and the
WB Controlling Holder, as applicable,
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 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, 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
Compensating Interest Payments made by the
Master Servicer to cover Prepayment
Interest Shortfalls incurred during the
related Collection Period, 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), and (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;
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; (II) with
respect to the PA Pari Passu Note A-1
Component Mortgage Loan, all amounts
distributable pursuant to Section
4.01(j)(i), (ii) and (iii); and (III) with
respect to the WB 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).
"Barclays": Barclays Capital Real Estate Inc., and its successors
in
interest.
"Base Interest Fraction" As defined in Section 4.01(c).
"Base Prospectus": That certain prospectus dated June 29, 2005,
relating to trust funds established by the
Depositor and publicly offered
mortgage Pass-Through certificates
evidencing interests therein.
"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
related Mortgage Loan Seller pursuant to
Section 4(b) of the related Mortgage Loan
Purchase and Sale Agreement.
"BSCMI": Bear Stearns Commercial Mortgage, Inc., and its
successors
in interest.
"Business Day": Any day other than a Saturday, Sunday or a day
on
which banking institutions in New York, 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.
"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 2005-3 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 2005-3, Certificate
Account".
"Certificate Factor": With respect to any Class of REMIC II
Regular
Certificates, Class PA Certificates or
Class WB 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 Notional Amount of such Class of
Class X Certificates, 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, any 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 Parties": 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 Senior
Certificates,
the Class A-M Certificates or the Class A-J
Certificates.
"Class A Senior Certificate": Any one of the Class A-1, Class
A-2,
Class A-3A, Class A-3B, Class A-SB or Class
A-4 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
4.1360%.
"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
4.5010%.
"Class A-3A Certificate": Any one of the Certificates with a
"Class
A-3A" 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-3A Pass-Through Rate": A fixed per annum rate equal to
4.6210%.
"Class A-3B Certificate": Any one of the Certificates with a
"Class
A-3B" 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-3B Pass-Through Rate": A fixed per annum rate equal to
5.0900%; provided, however, that the Class
A-3B Pass-Through Rate shall not
exceed the Weighted Average Adjusted Net
Mortgage Rate for the related
Distribution Date.
"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-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-4 Pass-Through Rate": A fixed per annum rate equal to
4.6680%.
"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 fixed per annum rate equal to
4.7670%; 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-4" 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 fixed per annum rate equal to
4.7270%.
"Class A-SB Certificate": Any one of the Certificates with a
"Class
A-SB" designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class A-SB Pass-Through Rate": A fixed per annum rate equal to
4.5890%.
"Class A-SB Planned Principal Amount": The planned principal
amount
set forth on Annex D to the Prospectus
Supplement relating to principal payments
for the Class A-SB Certificates.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof,
substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class B Pass-Through Rate": A fixed per annum rate equal to
4.8460%; provided, however, that the Class
B Pass-Through Rate shall not exceed
the Weighted Average Adjusted Net Mortgage
Rate for the related Distribution
Date.
"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 fixed per annum rate equal to
4.8660%; provided, however, that the Class
C Pass-Through Rate shall not exceed
the Weighted Average Adjusted Net Mortgage
Rate for the related Distribution
Date.
"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 fixed per annum rate equal to
4.8850%; provided, however, that the Class
D Pass-Through Rate shall not exceed
the Weighted Average Adjusted Net Mortgage
Rate for the related Distribution
Date.
"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 fixed per annum rate equal to
4.9740%; provided, however, that the Class
E Pass-Through Rate shall not exceed
the Weighted Average Adjusted Net Mortgage
Rate for the related Distribution
Date.
"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 fixed per annum rate equal to
5.0530%; provided, however, that the Class
F Pass-Through Rate shall not exceed
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 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 4.4680%;
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 4.4680%;
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 4.4680%;
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 4.4680%;
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 4.4680%;
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 4.4680%;
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 PA Certificates": Any one of the Certificates with a
"Class
PA" designation on the face thereof,
substantially in the form of Exhibit A-28
attached hereto, and evidencing a "regular
interest" in the Component Mortgage
Loan REMIC for purposes of the REMIC
provisions.
"Class PA Pass-Through Rate": With respect to any Distribution
Date
and the Class PA Certificates, the rate per
annum set forth in the Preliminary
Statement hereto.
"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),
Section 4.01(j) 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 Q Certificate": Any one of the Certificates with a "Class
Q"
designation on the face thereof,
substantially in the form of Exhibit A-25
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes of
the REMIC Provisions.
"Class Q Pass-Through
Rate": A per annum rate equal to 4.4680%;
provided, however, that the Class Q
Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate
for the related Distribution Date.
"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-26
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-27
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-30
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 WB Certificates": Any one of the Certificates with a
"Class
WB" designation on the face thereof,
substantially in the form of Exhibit A-29
attached hereto, and evidencing a "regular
interest" in the Component Mortgage
Loan REMIC for purposes of the REMIC
provisions.
"Class WB Pass-Through Rate": With respect to any Distribution
Date
and the Class WB Certificates, the rate per
annum set forth in the Preliminary
Statement hereto.
"Class X Certificates": Any one of the Class XC Certificates or
the
Class XP Certificates.
"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, 0.0512% 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. With respect to any Class of
Components that is also a 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
------------------
---------------------------------
Components XA-1-2
January 2006 Distribution Date
Components XA-1-3
July 2006 Distribution Date
Components XA-1-4 and XA-2-1
January 2007 Distribution Date
Components XA-2-2 and XM-1
July 2007 Distribution Date
Components XA-2-3, XL-1 and XM-2
January 2008 Distribution Date
Components XA-2-4, XJ-1, XK and XL-2
July 2008
Distribution Date
Components XA-2-5 and XJ-2
January 2009 Distribution Date
Components XA-2-6, XA-SB-1, XH-1 and
July 2009
Distribution Date
XJ-3
Components XA-2-7, XA-3A-1, XA-SB-2
January
2010 Distribution Date
and XH-2
Components XA-3A-2, XA-SB-3, XG-1
July 2010
Distribution Date
and XH-3
Components XA-3A-3, XA-SB-4 and XG-2
January 2011
Distribution Date
Components XA-3A-4, XA-3B, XA-SB-5
July
2011 Distribution Date
and XG-3
Components XA-SB-6, XA-4-1, XF-1 and
January 2012
Distribution Date
XG-4
Components XA-4-2, XA-M, XA-J, XB,
July
2012 Distribution Date
XC, XD, XE and XF-2
`
"Class XP Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-1-4, Component XA-2-1,
Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-2-7,
Component XA-3A-1, Component XA-3A-2,
Component XA-3A-3, Component XA-3A-4,
Component XA-3B, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-4-1,
Component XA-4-2, Component XA-M, Component
XA-J, Component XB, Component XC,
Component XD, Component XE, Component XF-1,
Component XF-2, Component XG-1,
Component XG-2, Component XG-3, Component
XG-4, Component XH-1, Component XH-2,
Component XH-3, Component XJ-1, Component
XJ-2, Component XJ-3, Component XK,
Component XL-1, Component XL-2, Component
XM-1 and Component XM-2.
"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, 0.6330% 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, (x) 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 (y) 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": July 13, 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 Loan": The Pacific Arts Plaza Pari Passu Note A-2
Companion Loan.
"Companion Loan Noteholder": The Pacific Arts Plaza Pari Passu
Note
A-2 Companion Loan 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-1-4, Component XA-2-1,
Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-2-7,
Component XA-3A-1, Component XA-3A-2,
Component XA-3A-3, Component XA-3A-4,
Component XA-3B, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-4-1,
Component XA-4-2, Component XA-M, Component
XA-J, Component XB, Component XC,
Component XD, Component XE, Component XF-1,
Component XF-2, Component XG-1,
Component XG-2, Component XG-3, Component
XG-4, Component XH-1, Component XH-2,
Component XH-3, Component XJ-1, Component
XJ-2, Component XJ-3, Component XK,
Component XL-1, Component XL-2, Component
XM-1, Component XM-2. Component XN,
Component XO, Component XP and Component
XQ.
"Component Mortgage Loan": Either of the PA Pari Passu Note A-1
Component Mortgage Loan or the WB Component
Mortgage Loan, individually and/or
collectively, as the context requires.
"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 PA
Pari Passu Note A-1 Component Mortgage
Loan and the WB Component Mortgage Loan,
any related REO Property and all
payments under and proceeds of such
Mortgage Loans 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 Loans 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 related Mortgage Loan Seller with
respect to such Mortgage Loans, (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 Loans 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), and
in the case of a Whole Loan, to the extent
of the Trust's interest in each of
the foregoing.
"Component Mortgage Loan REMIC Distribution Account": As defined
in
Section 3.04(c)(iii).
"Component Mortgage Loan REMIC Regular Interest": Any of the
Component Mortgage Loan REMIC Senior
Regular Interests and the Component
Mortgage Loan REMIC Subordinate Regular
Interests.
"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 Mortgage Loan REMIC Senior Regular Interest": Each of
the
PA Pari Passu Note A-1 Component Mortgage
Loan REMIC Senior Regular Interest
and/or the WB Component Mortgage Loan REMIC
Senior Regular Interest.
"Component Mortgage Loan REMIC Subordinate Regular Interest":
Each
of the Class PA Certificates and/or the
Class WB Certificates.
"Component
Mortgage Loan Senior Component": Each of the PA Pari
Passu Note A-1 Senior Component and/or the
WB Senior Component, individually
and/or collectively, as the context may
require.
"Component Mortgage Loan Subordinate Component": The PA Pari
Passu
Note A-1 Subordinate Component and/or the
WB Subordinate Component, individually
and/or collectively, as the context may
require.
"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 51 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 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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-1-4": One of the 51 components of the Class XC
Certificates and one of the 46 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-1-4 as of any
date of determination.
"Component XA-2-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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-2-4": One of the 51 components of the Class XC
Certificates and one of the 46 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-2-4 as of any
date of determination.
"Component XA-2-5": One of the 51 components of the Class XC
Certificates and one of the 46 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-2-5 as of any
date of determination.
"Component XA-2-6": One of the 51 components of the Class XC
Certificates and one of the 46 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-2-6 as of any
date of determination.
"Component XA-2-7": One of the 51 components of the Class XC
Certificates and one of the 46 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-2-7 as of any
date of determination.
"Component XA-3A-1": One of the 51 components of the Class XC
Certificates and one of the 46 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-3A-1 as of any
date of determination.
"Component XA-3A-2": One of the 51 components of the Class XC
Certificates and one of the 46 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-3A-2 as of any
date of determination.
"Component XA-3A-3": One of the 51 components of the Class XC
Certificates and one of the 46 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-3-3A as of any
date of determination.
"Component XA-3A-4": One of the 51 components of the Class XC
Certificates and one of the 46 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-3A-4 as of any
date of determination.
"Component XA-3B": One of the 51 components of the Class XC
Certificates and one of the 46 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-3B as of any
date of determination.
"Component XA-4-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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-J": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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 XA-SB-1": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-1 as of any
date of determination.
"Component XA-SB-2": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-2 as of any
date of determination.
"Component XA-SB-3": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-3 as of any
date of determination.
"Component XA-SB-4": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-4 as of any
date of determination.
"Component XA-SB-5": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-5 as of any
date of determination.
"Component XA-SB-6": One of the 51 components of the Class XC
Certificates and one of the 46 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-SB-6 as of any
date of determination.
"Component XB": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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": One of the 51 components of the Class XC
Certificates and one of the 46 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 as of any date
of determination.
"Component XE": One of the 51 components of the Class XC
Certificates and one of the 46 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 as of any date
of determination.
"Component XF-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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 XG-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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 XG-3": One of the 51 components of the Class XC
Certificates and one of the 46 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-3 as of any
date of determination.
"Component XG-4": One of the 51 components of the Class XC
Certificates and one of the 46 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-4 as of any
date of determination.
"Component XH-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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 51 components of the Class XC
Certificates and one of the 46 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-1": One of the 51 components of the Class XC
Certificates and one of the 46 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-1 as of any
date of determination.
"Component XJ-2": One of the 51 components of the Class XC
Certificates and one of the 46 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-2 as of any
date of determination.
"Component XJ-3": One of the 51 components of the Class XC
Certificates and one of the 46 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-3 as of any
date of determination.
"Component XK": One of the 51 components of the Class XC
Certificates and one of the 46 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 as of any date
of determination.
"Component XL-1": One of the 51 components of the Class XC
Certificates and one of the 46 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-1 as of any
date of determination.
"Component XL-2": One of the 51 components of the Class XC
Certificates and one of the 46 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-2 as of any
date of determination.
"Component XM-1": One of the 51 components of the Class XC
Certificates and one of the 46 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 LM-1 as of any
date of determination.
"Component XM-2": One of the 51 components of the Class XC
Certificates and one of the 46 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 LM-2 as of any
date of determination.
"Component XN": One of the 51 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 51 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 51 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 LP as of any date of
determination.
"Component XQ": One of the 51 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 LQ 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, 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": Each of the PA Pari Passu Note A-1
Control Appraisal Period and/or the WB
Control Appraisal Period, individually or
collectively, as the context requires.
"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 Holder": Each of the PA Pari Passu Note A-1
Controlling
Holder and the WB Controlling Holder. Each
such initial Controlling Holder and,
if applicable, the related Operating
Advisor shall be set forth on Schedule V
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
2005-3, 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 PA Pari Passu Note A-1 Subordinate Component"
and
"Corresponding Class of Class PA
Certificates": The related PA Pari Passu Note
A-1 Subordinate Component and Class of
Class PA Certificates set forth below:
PA Pari Passu Note A-1 Corresponding Class of
Subordinate Component Class PA
Certificates
---------------------- ----------------------
PA
Class PA
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any
Corresponding Certificate or any
Corresponding Component.
"Corresponding WB Subordinate Component" and "Corresponding Class
of
WB Certificates": The related WB
Subordinate Component and the Class WB
Certificates set forth below:
WB Subordinate
Corresponding
Component Class WB
Certificates
--------------
---------------------
WB
Class WB
"Covered Risks": As defined in Section 3.07(a).
"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.
"Cure": As defined in Section 3.22(e)(i).
"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, (i) except with respect to
clause (f) below, any amounts received in
respect of the PA Pari Passu Note A-1
Component Mortgage Loan, and (ii) except
with respect to clause (g) below, any
amounts received in respect of the WB
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, made by or on behalf of the related borrower or
advanced
in respect
of the Mortgage Loans and any REO Loans for their respective
Due Dates
occurring during the related Collection Period or any prior
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 (net of related expenses) and Condemnation Proceeds
(net of
related expenses) received on or in respect of the Mortgage
Loans
during the
related Collection Period that were identified and applied by
the Master
Servicer as recoveries of principal thereof, 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;
(e) all Liquidation Proceeds (net of Liquidation Expenses),
Insurance
Proceeds and REO Revenues received on or in respect of any REO
Properties
during the related Collection Period that were identified and
applied by
the Master Servicer as recoveries of principal of the related
REO Loans,
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 REO Loan or the predecessor
Mortgage
Loan on a Due Date during or prior to the related Collection
Period and
not previously recovered;
(f) the PA Pari Passu Note A-1 Senior Component Principal
Distribution Amount; and
(g) the WB 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, a
Mortgage Loan Seller or an Affiliate of
either of them.
"Cut-off Date": July 1, 2005.
"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 PA
Pari Passu Note A-1 Component
Mortgage Loan, the outstanding principal
balance of the PA Pari Passu Note A-1
Senior Component as of the Cut-off Date,
net of all unpaid payments of principal
due in respect of the PA Pari Passu Note
A-1 Component Mortgage Loan on or
before such date. With respect to the WB
Component Mortgage Loan, the
outstanding principal balance of the WB
Senior Component as of the Cut-off Date,
net of all unpaid payments of principal due
in respect of the WB 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
related 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 or Excess Interest.
"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
delinquent in respect of its Balloon
Payment unless the Master Servicer has, on
or prior to the due date of such Balloon
Payment, received written evidence from
an institutional lender of such lender's
binding commitment to refinance such
Loan within 60 days after the due date of
such Balloon Payment (provided that if
such refinancing does not occur during such
time specified in the commitment,
the related Loan will immediately become a
Defaulted 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 DSHI Opco
LLC.
"Directly Operate": With respect to any REO Property, 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, the Class PA Certificates
and the Class WB 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 PA
Certificates and the Class WB 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 PA Pari Passu
Note A-1 Component Mortgage Loan, if
any, for each Distribution Date shall be
allocated, first, to the Class PA
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 PA 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 PA Pari Passu
Note A-1 Component Mortgage Loan REMIC
Senior Regular Interest and among the REMIC
II Regular Certificates as described
above. The Net Aggregate Prepayment
Interest Shortfall for the WB Component
Mortgage Loan, if any, for each
Distribution Date shall be allocated, first, to
the Class WB 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 WB 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 WB Component Mortgage
Loan REMIC Senior Regular Interest and
among the REMIC II Regular Certificates
as described above.
"Distributable PA Pari Passu Note A-1 Component Mortgage Loan
Certificate Interest": In respect of the PA
Pari Passu Note A-1 Components, an
amount equal to the PA Pari Passu Note A-1
Component Mortgage Loan Accrued
Component Interest in respect of each PA
Pari Passu Note A-1 Component reduced
by such component's allocable share of any
Net Aggregate Prepayment Interest
Shortfall for such Distribution Date.
"Distributable WB Component Mortgage Loan Certificate Interest":
In
respect of the WB Component Mortgage Loan
Components, an amount equal to the WB
Component Mortgage Loan Accrued Component
Interest in respect of each WB
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 2005-3
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
August 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 or
KeyBank 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 the Special Servicer
has the option 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 Class K, Class L, Class M,
Class
N, Class O, Class P, Class Q, Class PA and
Class WB 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 2005-3,
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, including any related
Workout-Delayed Reimbursement Amounts, (ii)
all unpaid Advances and any unpaid
Advance Interest thereon 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
2005-3, 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 P 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 N or Exhibit O, as applicable,
hereto, in each case as described in
Section 5.02(m).
"Fannie Mae": The Federal National Mortgage Association or any
successor.
"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
related Mortgage Loan Seller pursuant to
the related 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.
"Grace Period": As defined in Section 3.22(e)(i).
"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
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 $2,157,894,349 and with
respect to the Class XP Certificates,
the initial Class XP Notional Amount
thereof as of the Closing Date is equal to
$2,102,742,000.
"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 Purchaser": Each of Banc of America Securities LLC,
Bear,
Stearns & Co. Inc. and Barclays Capital
Inc.
"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 Pacific Arts Plaza
Intercreditor
Agreement.
"Interest Accrual Basis": The basis on which interest accrues
in
respect of any Mortgage Loan, any 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 each Class of
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 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 2005-3,
Interest Reserve Account".
"Interested Person": The Depositor, a 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 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 PA Pari Passu Note A-1 Controlling
Holder (if the related Defaulted Mortgage
Loan is the PA Pari Passu Note A-1
Component Mortgage Loan), the WB
Controlling Holder (if the related Defaulted
Mortgage Loan is the WB Component Mortgage
Loan), pursuant to Section 3.18(c) or
(l) or by any related Mezzanine Loan Holder
pursuant to any Mezzanine
Intercreditor Agreement; or (v) such Loan
is purchased by the Special Servicer
or the Master Servicer pursuant to Section
9.01. With respect to any REO
Property (and the related REO Loan), any of
the following events: (i) a Final
Recovery Determination is made with respect
to such REO Property 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 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
or
REO Property, 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,
the PA Pari Passu Note A-1
Controlling Holder (if the related
Defaulted Mortgage Loan is the PA Pari Passu
Note A-1 Component Mortgage Loan), the WB
Controlling Holder (if the related
Defaulted Mortgage Loan is the WB Component
Mortgage Loan) or the related
Mezzanine Loan Holder (if the related
Defaulted Mortgage Loan has a related
Mezzanine Loan), provided any such purchase
occurs within 60 days of such
Person's option first becoming exercisable,
pursuant to any applicable purchase
right set forth in Section 3.18(c), (l) or
(m) or the related Mezzanine
Intercreditor Agreement, as applicable, or
with respect to a purchase of a
related Defaulted Mortgage Loan at its fair
value as determined in Section 3.18,
if any such purchase occurs or purchase
right is exercised not later than 60
days from the date that the Special
Servicer initially determined the fair value
of the related Mortgage Loan, (b) the
purchase option of the Majority
Certificateholder of the Controlling Class,
the Master Servicer or the Special
Servicer pursuant to Section 9.01 or (c)
the repurchase by the related Mortgage
Loan Seller of a Mortgage Loan so required
to be repurchased by it pursuant to
Section 4 of the related Mortgage Loan
Purchase and Sale Agreement and Section
2.03 not later than 180 days after it has
been notified pursuant to of its
obligation to so repurchase under Section
2.03 and Section 4 of the Mortgage
Loan Purchase and Sale.
"Liquidation Fee Rate": A rate equal to 1.00% (100 basis points)
per
annum.
"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 PA Pari Passu Note A-1
Controlling Holder pursuant to Section
3.18(l), by the WB Controlling Holder
pursuant to Section 3.18(l) or by the
related Mezzanine Loan Holder pursuant to
the related Mezzanine Intercreditor
Agreement; (iv) the repurchase of a Mortgage
Loan by the related Mortgage Loan Seller
pursuant to the related Mortgage Loan
Purchase and Sale Agreement; (v) the
substitution of one or more Replacement
Mortgage Loans for a Deleted Mortgage Loan
by the related Mortgage Loan Seller
pursuant to the related Mortgage Loan
Purchase and Sale Agreement (such cash
amounts being any Substitution Shortfall
Amounts); or (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.
"Litigation Control": As defined in Section 2.03(i).
"Loan":
Any Mortgage Loan or Companion Loan.
"Loan Specific Controlling Holders": As defined in Section
3.29.
"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.
"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
PA Pari Passu Note A-1 Component Mortgage
Loan and the WB 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.
"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.
"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, and (b)
with respect to the Pacific Arts Plaza 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 PA Pari
Passu Note A-1 Component Mortgage
Loan.
"Material Breach": A Breach that materially and adversely
affects
the interests of the Certificateholders
with respect to the affected Mortgage
Loan.
"Material Document Defect": A Document Defect that materially
and
adversely affects the interests of the
Certificateholders with respect to the
affected Mortgage Loan.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Mezzanine Intercreditor Agreement": With respect to any
Mortgage
Loan with permitted mezzanine indebtedness,
the mezzanine intercreditor
agreement related to such mezzanine
loan.
"Mezzanine Loan": With respect to any Mortgage Loan with
permitted
mezzanine indebtedness, such mezzanine
loan.
"Mezzanine Loan Holder": With respect to any Mortgage Loan with
permitted mezzanine indebtedness, the
mezzanine lender under such mezzanine
loan.
"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:
(h) 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);
(i) 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
(j) 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.
"Monetary Default": As defined in Section 3.22(e)(i).
"Monetary Default Cure Period": As defined in Section
3.22(e)(i).
"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 2005-3,
without recourse" or in blank, and further showing a complete,
unbroken chain of endorsement from the originator (if such
originator is other than the related Mortgage Loan Seller); or
alternatively, if the original executed Mortgage Note has been
lost,
a lost note affidavit and indemnity from the related Mortgage
Loan
Seller with a copy of such Mortgage Note, and (B) with respect
to
the Companion Loan, the original Pacific Arts Plaza Pari Passu
Note
A-1 and a copy of the Pacific Arts Plaza Pari Passu Note A-2;
(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 2005-3 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 holder of the related Companion Loan, 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 2005-3 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
related
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 2005-3 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 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;
and
(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);
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.
"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 Agreements": The Mortgage Loan
Purchase and Sale Agreement, dated as of
July 13, 2005, between Bank of America
and the Depositor, the Mortgage Loan
Purchase and Sale Agreement, dated as of
July 13, 2005, between BSCMI and the
Depositor, and the Mortgage Loan Purchase
and Sale Agreement, dated as of July 13,
2005, between Barclays 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 Sellers": Bank of America (and its successors
and
assigns), Barclays (and its successors and
assigns) and BSCMI (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 the Pacific Arts Plaza
Pari Passu Note A-2 or any REO Loan related
to it.
"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(i).
"Net Modification Application Fee": As defined in Section
3.20(i).
"Net Mortgage Rate": With respect to any Majority Mortgage Loan,
the
PA Pari Passu Note A-1 Senior Component,
the WB 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 PA Pari Passu Note A-1
Senior Component, a per annum rate equal to
4.92370297520661%, or in the case of
the WB Senior Component, a per annum rate
equal to 5.191385%, or in the case of
the PA Pari Passu Note A-1 Subordinate
Component, a per annum rate equal to
7.12996%, or in the case of the WB
Subordinate Component, a per annum rate equal
to 7.67196%, in each case 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. 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 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-Monetary Default": As defined in Section 3.22(e)(iv).
"Non-Monetary Default Cure Period": As defined in Section
3.22(e)(iv).
"Non-Partitioned Loans": Each Mortgage Loan, other than the PA
Pari
Passu Note A-1 Component Mortgage Loan and
the WB Component Mortgage Loan.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class XC, Class F,
Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P,
Class Q, Class PA, Class WB, 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), 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
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 from Default
Charges, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds
or any other recovery on or in
respect of such Loan.
"Nonrecoverable Servicing Advance": 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).
"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 a
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.
"PA Pari Passu Note A-1 Component Mortgage Loan": The Mortgage
Loan
identified as Loan No. 58851 in the
Mortgage Loan Schedule, which, together with
the Pacific Arts Plaza Pari Passu Note A-2,
is secured by a Mortgage on the
Pacific Arts Plaza Mortgaged Property.
"PA Pari Passu Note A-1 Component Mortgage Loan Accrued
Component
Interest": In respect of the PA Pari Passu
Note A-1 Components for each
Distribution Date, an amount equal to one
calendar month's interest at the
applicable interest rate for each PA Pari
Passu Note A-1 Component, which in the
case of the PA Pari Passu Note A-1 Senior
Component is equal to
4.92370297520661% per annum and in the case
of the PA Pari Passu Note A-1
Subordinate Component, respectively, is
equal to the Pass-Through Rate of the
Class PA Certificates, respectively.
"PA Pari Passu Note A-1 Component Mortgage Loan Available
Distribution Amount": With respect to the
PA Pari Passu Note A-1 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 PA Pari Passu Note
A-1 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 PA
Pari Passu Note A-1 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 PA Pari Passu
Note A-1 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 PA Pari Passu Note A-1 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 PA
Pari Passu Note A-1 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 PA Pari Passu
Note A-1 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 PA Pari Passu Note A-1
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 PA Pari Passu Note A-1
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.
"PA Pari Passu Note A-1 Component": Each of the PA Pari Passu
Note
A-1 Senior Component and the PA Pari Passu
Note A-1 Subordinate Component.
"PA Pari Passu Note A-1 Component Principal Entitlement": In
the
absence of a monetary event of default or
other material event of default under
the PA Pari Passu Note A-1 Component
Mortgage Loan documents, principal will be
paid on the PA Pari Passu Note A-1 Senior
Component and the PA Pari Passu Note
A-1 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
PA Pari Passu Note A-1 Component
Mortgage Loan documents, principal
collected will be paid first to the PA Pari
Passu Note A-1 Senior Component until its
outstanding principal balance is
reduced to zero and then to the PA Pari
Passu Note A-1 Subordinate Component
until its principal balance is reduced to
zero. Accordingly, the "PA Pari Passu
Note A-1 Component Principal Entitlement"
with respect to either PA Pari Passu
Note A-1 Component is (a) prior to the
occurrence of any event of monetary
default or other material event of default
under the PA Pari Passu Note A-1
Component Mortgage Loan, an amount equal to
such PA Pari Passu Note A-1
Component's pro rata share of the PA Pari
Passu Note A-1 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 PA Pari Passu Note
A-1 Component Mortgage Loan documents, an
amount equal to the lesser of (i) the
outstanding principal balance of such PA
Pari Passu Note A-1 Component and (ii)
the portion of the Class PA Pari Passu Note
A-1 Component Mortgage Loan
Principal Distribution Amount remaining
after giving effect to all distributions
of higher priority on such Distribution
Date.
"PA Pari Passu Note A-1 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, made by or on behalf of the related
borrower or advanced in respect of the PA Pari Passu Note A-1
Component Mortgage Loan for the related Due Date occurring
during
the related Collection Period or any prior Collection Period;
(ii) all Principal Prepayments received on the PA Pari Passu
Note A-1 Mortgage Loan during the related Collection Period;
(iii) with respect to the PA Pari Passu Note A-1 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 PA Pari Passu Note A-1 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 PA Pari Passu Note A-1 Component
Mortgage
Loan during the related Collection Period that were identified
and
applied by the Master Servicer as recoveries of principal of the
PA
Pari Passu Note A-1 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 PA Pari Passu Note A-1 Component
Mortgage
Loan on a Due Date during or prior to the related Collection
Period
and not previously recovered.
"PA Pari Passu Note A-1 Component Mortgage Loan Principal
Distribution Amount": With respect to any
Distribution Date, the aggregate of
the PA Pari Passu Note A-1 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 PA Pari
Passu Note A-1 Component Mortgage Loan
Current Principal Distribution Amount for
the preceding Distribution Date, over the
aggregate distributions of principal
made on the PA Pari Passu Note A-1 Senior
Component and the Class PA
Certificates on the preceding Distribution
Date.
"PA Pari Passu Note A-1 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
PA Pari Passu Note A-1 Senior
Component.
"PA Pari Passu Note A-1 Component Mortgage Loan Senior
Balance":
With respect to the PA Pari Passu Note A-1
Senior Component, the principal
balance of the PA Pari Passu Note A-1
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 PA Pari Passu Note A-1
Component Mortgage Loan Senior Balance
shall be reduced by the amount of any
distributions of principal allocated to PA
Pari Passu Note A-1 Component
Mortgage Loan REMIC Senior Regular Interest
on such Distribution Date pursuant
to Section 4.01(j)(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 PA Pari Passu
Note A-1 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 PA Pari
Passu Note A-1 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 PA
Pari Passu Note A-1 Component Mortgage
Loan Senior Balance.
"PA Pari Passu Note A-1 Component Mortgage Loan Subordinate
Balance": With respect to the PA Pari Passu
Note A-1 Subordinate Component, the
aggregate principal amount of the PA Pari
Passu Note A-1 Subordinate Component
outstanding from time to time, which, on
any date, shall equal the Class
Principal Balance of the Corresponding
Class of PA Certificates on such date. On
each Distribution Date, such PA Pari Passu
Note A-1 Component Mortgage Loan
Subordinate Balance shall be reduced by the
amount of any distributions of
principal allocated to the Corresponding
Class of PA Certificates on such
Distribution Date pursuant to Section
4.01(j)(v), (viii), (xi) or (xiv) 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
PA Pari Passu Note A-1 Component Mortgage
Loan allocated to the Corresponding
Class of Class PA Certificates on such
Distribution Date pursuant to Section
4.04(a).
"PA Pari Passu Note A-1 Control Appraisal Period": Any period
of
time during which the outstanding aggregate
principal balance of the PA Pari
Passu Note A-1 Subordinate Component (net
of any Appraisal Reduction Amounts,
principal payments, Realized Losses and
unreimbursed Additional Trust Fund
Expenses allocable to the PA Pari Passu
Note A-1 Subordinate Component) is less
than 25% of the original outstanding
aggregate principal balance of the PA Pari
Passu Note A-1 Subordinate Component.
"PA Pari Passu Note A-1 Controlling Holder": With respect to
any
date of determination (a) prior to the
occurrence of a PA Pari Passu Note A-1
Control Appraisal Period, the Holder of the
Class PA Certificates, and (b)
during the occurrence and the continuance
of a PA Pari Passu Note A-1 Control
Appraisal Period, the Directing
Certificateholder.
"PA Pari Passu Note A-1 Senior Component": One of the two PA
Pari
Passu Note A-1 Components, represented by
the PA Pari Passu Note A-1 Component
Mortgage Loan REMIC Senior Regular
Interest.
"PA Pari Passu Note A-1 Senior Component Principal Distribution
Amount": As defined in Section
4.01(j)(ii).
"PA Pari Passu Note A-1 Subordinate Component": The PA Pari
Passu
Note A-1 Component that corresponds to the
Class PA Certificates.
"Pacific Arts Plaza Intercreditor Agreement": With respect to
the
Pacific Arts Plaza Whole Loan, the
Intercreditor and Servicing Agreement, dated
as of July 1, 2005, by and between the
holder of the PA Pari Passu Note A-1
Component Mortgage Loan and the Pacific
Arts Plaza Pari Passu Note A-2
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.
"Pacific Arts Plaza Mortgaged Property": With respect to the
corresponding Pacific Arts Plaza Whole
Loan, the property that secures such
Pacific Arts Plaza Whole Loan.
"Pacific Arts Plaza Non-Securitized Note": On any date of
determination that any Pacific Arts Plaza
Note is not included in a
securitization or a collateralized debt
obligation in which interests in such
Pacific Arts Plaza Note are issued or
created. On the date hereof, the Pacific
Arts Plaza Pari Passu Note A-2 is a Pacific
Arts Plaza Non-Securitized Note.
"Pacific Arts Plaza Note": With respect to the Pacific Arts
Plaza
Whole Loan, individually, either the
Pacific Arts Plaza Pari Passu Note A-1 and
the Pacific Arts Plaza Pari Passu Note
A-2.
"Pacific Arts Plaza Noteholders": With respect to the Pacific
Arts
Plaza Whole Loan, collectively, the holder
of the Mortgage Note for the PA Pari
Passu Note A-1 Component Mortgage Loan and
the Pacific Arts Plaza Pari Passu
Note A-2 Companion Loan Noteholder.
"Pacific Arts Plaza Notes": With respect to the Pacific Arts
Plaza
Whole Loan, collectively, the Pacific Arts
Plaza Pari Passu Note A-1 and the
Pacific Arts Plaza Pari Passu Note A-2.
"Pacific Arts Plaza Pari Passu Note A-1": With respect to the
PA
Pari Passu Note A-1 Component Mortgage
Loan, the related Mortgage Note that is
included in the Trust Fund.
"Pacific Arts Plaza Pari Passu Note A-2": With respect to the
Pacific Arts Plaza Whole Loan, the related
Mortgage Note identified as "Note
A-2" in the Pacific Arts Plaza
Intercreditor Agreement, which Note is not
included in the Trust and which Note is
pari passu in right of payment to the
Pacific Arts Plaza Pari Passu Note A-1.
"Pacific Arts Plaza Pari Passu Note A-2 Companion Loan": The
loan
evidenced by the Pacific Arts Plaza Pari
Passu Note A-2.
"Pacific Arts Plaza Pari Passu Note A-2 Companion Loan
Noteholder":
The Pacific Arts Plaza Pari Passu Note A-2
Noteholder.
"Pacific Arts Plaza Pari Passu Note A-2 Companion Loan
Securities":
For so long as the Pacific Arts Plaza Pari
Passu Note A-1 or a successor REO
Loan with respect to the Pacific Arts Plaza
Pari Passu Note A-1, is part of the
Mortgage Pool, any class of securities
backed by the Pacific Arts Plaza Pari
Passu Note A-2.
"Pacific Arts Plaza Pari Passu Note A-2 Noteholder": The holder
of
the Pacific Arts Plaza Pari Passu Note
A-2.
"Pacific Arts Plaza Securitized Note": As defined in Section
4.03(f).
"Pacific Arts Plaza Whole Loan": With respect to PA Pari Passu
Note
A-1 Component Mortgage Loan, such Mortgage
Loan together with the Pacific Arts
Plaza Pari Passu Note A-2. References
herein to the Pacific Arts Plaza Whole
Loan shall be construed to refer to the
aggregate indebtedness under the Pacific
Arts Plaza Pari Passu Note A-1 and the
Pacific Arts Plaza Pari Passu Note A-2.
"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
PA Certificates, for any Distribution Date,
the Class PA Pass-Through Rate. With
respect to the Class WB Certificates, for
any Distribution Date, the Class WB
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 PA Certificates, the Class
WB 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 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; eighteenth, the Class Q
Certificates; and last, the respective
Classes of Residual Certificates.
"Percentage Interest": With respect to any REMIC II Regular
Certificate, Class PA Certificate or Class
WB 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 "LNR Partners, 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 2005-3, REO Account".
Any such account or accounts shall be
an Eligible Account.
"Post CAP Loan": Either of the PA Pari Passu Note A-1 Component
Mortgage Loan following the occurrence and
during the continuance of a PA Pari
Passu Note A-1 Control Appraisal Period or
the WB Component Mortgage Loan
following the occurrence and during the
continuance of a WB 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 Component Mortgage Loan REMIC
Senior Regular Interests, the REMIC I
Regular Interests and the REMIC II Regular
Certificates, the Class PA
Certificates and the Class WB 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 PA Pari Pass Note A-1 Mortgage
Loan or the WB 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 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
Florida.
"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, the Class PA Certificates and
the Class WB 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 29, 2005, relating to the Class A-1,
Class A-2, Class A-3A, Class A-3B,
Class A-SB, Class A-4, Class A-M, Class
A-J, Class XP, Class B, Class C, Class D
and Class E 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,
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 (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 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 related 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 mortgage loan
shall be substituted for a Defective
Mortgage Loan unless (x) such prospective
Replacement Mortgage Loan shall be
acceptable to the Directing Certificateholder
(or, if there is no Directing
Certificateholder then serving, to the Holders of
Certificates representing a majority of the
Voting Rights allocated to the
Controlling Class), in its (or their) sole
discretion, and (y) each Rating
Agency shall have confirmed in writing to
the Trustee that such substitution
will not in and of itself result in an
Adverse Rating Event with respect to any
Class of Rated Certificates (such written
confirmation to be obtained by, and at
the expense of, the related Mortgage Loan
Seller effecting the substitution).
"Rated Certificate": Any of the Certificates to which a rating
has
been assigned by either Rating Agency at
the request of the Depositor.
"Rated Final Distribution Date": As to each Class of
Certificates
(other than the Class PA and the Class WB
Certificates), the Distribution Date
in July 10, 2043. The Class PA and the
Class WB Certificates do not have a Rated
Final Distribution Date.
"Rating Agency": Each of Moody's and S&P.
"Realized Loss": With respect to each Defaulted Loan as to which
a
Final Recovery Determination has been made,
or with respect to any related REO
Loan as to which a Final Recovery
Determination has been made as to the related
REO Property, an amount (not less than
zero) equal to (i) the unpaid principal
balance of such Loan or REO Loan, as the
case may be, as of the Due Date related
to the Collection Period in which the Final
Recovery Determination was made,
plus (ii) all accrued but unpaid interest
on such Loan or REO Loan, as the case
may be, at the related Mortgage Rate to but
not including the Due Date related
to the Collection Period in which the Final
Recovery Determination was made,
plus (iii) any related unreimbursed
Servicing Advances as of the commencement of
the Collection Period in which the Final
Recovery Determination was made,
together with any new related Servicing
Advances made during such Collection
Period, minus (iv) all payments and
proceeds, if any, received in respect of
such Collection Period related to the Loan
or REO Loan, as the case may be,
during the Collection Period in which such
Final Recovery Determination was made
(net of any related Liquidation Expenses
paid therefrom).
With respect to any Loan as to which any portion of the
outstanding
principal or accrued interest owed
thereunder was forgiven 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, the amount of such
principal or past due interest (other than
any Default Interest) so forgiven.
With respect to any Loan as to which the Mortgage Rate thereon
has
been permanently reduced and not recaptured
for any period in connection with a
bankruptcy or similar proceeding involving
the related Mortgagor or a
modification, waiver or amendment of such
Loan granted or agreed to by the
Master Servicer or Special Servicer
pursuant to Section 3.20, the amount of the
consequent reduction, if any, in the
interest portion of each successive Monthly
Payment due thereon. Each such Realized
Loss shall be deemed to have been
incurred on the Due Date for each affected
Monthly Payment.
"Record Date": With respect to each Class of Certificates, for
any
Distribution Date, the last Business Day of
the calendar month immediately
preceding the month in which such
Distribution Date occurs.
"Registered Certificates": Any Certificate that has been
registered
under the Securities Act.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Certificate": A certificate in the form of Exhibit
M
attached hereto.
"Regulation S Global Certificate": A global certificate
representing
interests in a Class of Certificates as
provided in Section 5.03(g), initially
sold in offshore transactions in reliance
on Regulation S in fully registered
form without interest coupons.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of Advance Interest, which rate per annum
shall be equal to the "prime rate" as
published in the "Money Rates" section of
The Wall Street Journal, as such
"prime rate" may change from time to time.
If The Wall Street Journal ceases to
publish such "prime rate", then the
Trustee, in its sole discretion, shall
select an equivalent publication that
publishes such "prime rate"; and if such
"prime rate" is no longer generally
published or is limited, regulated or
administered by a governmental or quasi
governmental body, then the Trustee
shall select a comparable interest rate
index. In either case, such selection
shall be made by the Trustee in its sole
discretion and the Trustee shall notify
the Master Servicer and the Special
Servicer in writing of its selection.
"Release Date": The 40th day after the later of (i) the
commencement
of the offering of the Certificates and
(ii) the Closing Date.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code.
"REMIC Administrator": LaSalle Bank National Association, its
successor in interest, or any successor
REMIC administrator appointed as herein
provided.
"REMIC I": 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 Majority Mortgage
Loans (other than Excess Interest) as
from time to time are subject to this
Agreement and all payments under and
proceeds of such Mortgage Loans received or
receivable after the Cut-off Date
(other than payments of principal, interest
and other amounts due and payable on
the Mortgage Loans on or before the Cut-off
Date), together with all documents,
Escrow Payments and Reserve Funds delivered
or caused to be delivered hereunder
