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GUARANTEE OF MERRILL LYNCH & CO.
(SWAP AGREEMENT RELATING TO THE CLASS A-2FL CERTIFICATES)
FOR VALUE RECEIVED, receipt of which is hereby acknowledged,
MERRILL LYNCH
& CO., INC., a corporation duly organized and existing under
the laws of the
State of Delaware ("ML & Co."), hereby unconditionally
guarantees to ML-CFC
Commercial Mortgage Trust 2006-4 and its successors and
permitted assigns (the
"Trust"), the due and punctual payment of any and all amounts
payable by MERRILL
LYNCH CAPITAL SERVICES, INC., a corporation organized under the
laws of the
State of Delaware ("MLCS"), its successors and permitted
assigns, to the extent
such successors or permitted assigns are direct or indirect
subsidiaries of ML &
Co., under the terms of the ISDA Master Agreement (1992
Multicurrency - Cross
Border) between the Trust and MLCS, dated as of December 12,
2006 relating to
the Class A-2FL Certificates (the "Agreement"), including, in
case of default,
interest on any amount due, when and as the same shall become
due and payable,
whether on the scheduled payment dates, at maturity, upon
declaration of
termination or otherwise, according to the terms thereof. In
case of the failure
of MLCS punctually to make any such payment, ML & Co. hereby
agrees to make such
payment, or cause such payment to be made, promptly upon demand
made by the
Trust to ML & Co.; provided, however that delay by the Trust
in giving such
demand shall in no event affect ML & Co.'s obligations under
this Guarantee.
This Guarantee shall remain in full force and effect or shall be
reinstated (as
the case may be) if at any time any payment guaranteed
hereunder, in whole or in
part, is rescinded or must otherwise be returned by the Trust
upon the
insolvency, bankruptcy or reorganization of MLCS or otherwise,
all as though
such payment had not been made.
If ML & Co. is required by any applicable law, rule or
regulation to make
any deduction or withholding for or on account of any Tax (as
defined below)
from any payments to be made under this Guarantee, ML & Co.
shall mak
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