EXECUTION COPY
STRUCTURED ASSET SECURITIES CORPORATION II,
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master Servicer
and
LNR PARTNERS, INC.,
as Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 11, 2006
------------------------------
$2,483,260,647
LB-UBS Commercial Mortgage Trust 2006-C1
Commercial Mortgage Pass-Through Certificates,
Series 2006-C1
TABLE OF CONTENTS
PAGE
----
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN ADJUSTMENTS
TO THE
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
SECTION 1.01.
Defined
Terms...................................................................................
8
SECTION 1.02.
General Interpretive
Principles.................................................................
116
SECTION 1.03.
Certain Adjustments to the Principal Distributions on the
Certificates..........................
117
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Creation of Trust; Conveyance of Trust Mortgage
Loans...........................................
119
SECTION 2.02.
Acceptance of Trust Fund by
Trustee.............................................................
122
SECTION 2.03.
Repurchase of Trust Mortgage Loans for Document Defects and
Breaches of Representations and
Warranties....................................................................................
124
SECTION 2.04.
Representations, Warranties and Covenants of the
Depositor......................................
132
SECTION 2.05.
Acceptance of Grantor Trust Assets by Trustee; Issuance of the
Class V Certificates.............
134
SECTION 2.06.
Acceptance of Loan REMICs by Trustee; Execution, Authentication and
Delivery of Class R-LR
Certificates; Creation of Loan REMIC Regular
Interests........................................
134
SECTION 2.07.
Conveyance of Loan REMIC Regular
Interests......................................................
135
SECTION 2.08.
Execution, Authentication and Delivery of Class R-I Certificates;
Creation of REMIC I Regular
Interests.....................................................................................
135
SECTION 2.09.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee......................
136
SECTION 2.10.
Execution, Authentication and Delivery of Class R-II Certificates;
Creation of REMIC II Regular
Interests.....................................................................................
136
SECTION 2.11.
Conveyance of REMIC II Regular Interests; Acceptance of REMIC III
by Trustee....................
136
SECTION 2.12.
Execution, Authentication and Delivery of REMIC III
Certificates................................
136
SECTION 2.13.
Acceptance of Loss of Value Reserve Fund by
Trustee.............................................
137
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage
Loans............................................................
138
SECTION 3.02.
Collection of Mortgage Loan
Payments............................................................
141
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts; Reserve Accounts........
144
SECTION 3.04.
Pool Custodial Account, Defeasance Deposit Account, Collection
Account, Interest Reserve
Account, Excess Liquidation Proceeds Account and Loss of Value
Reserve Fund...................
146
SECTION 3.04A.
Loan Combination Custodial Accounts for Serviced Loan
Combinations..............................
151
SECTION 3.05.
Permitted Withdrawals From the Pool Custodial Account, the
Collection Account, the Interest
Reserve Account and the Excess Liquidation Proceeds
Account...................................
154
SECTION 3.05A.
Permitted Withdrawals From the Loan Combination Custodial
Accounts..............................
161
SECTION 3.06.
Investment of Funds in the Collection Account, the Servicing
Accounts, the Reserve Accounts, the
Defeasance Deposit Account, the Custodial Accounts, the REO
Accounts, the Interest Reserve
Account and the Excess Liquidation Proceeds
Account...........................................
172
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage; Environmental
Insurance.....................................................................................
174
SECTION 3.08.
Enforcement of Alienation
Clauses...............................................................
178
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required Appraisals;
Appraisal Reduction Calculation.
183
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files...................................
188
SECTION 3.11.
Servicing Compensation; Payment of Expenses; Certain Matters
Regarding Servicing Advances.......
190
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of Certain Reports...........
197
SECTION 3.12A.
Preparation and Delivery of Certain Statements and Reports to the
Serviced Non-Trust Mortgage
Loan
Noteholders..............................................................................
201
SECTION 3.13.
Annual Statement as to
Compliance...............................................................
203
SECTION 3.14.
Reports on Assessment of Compliance with Servicing Criteria;
Registered Public Accounting Firm
Attestation
Reports...........................................................................
204
SECTION 3.15.
Access to Certain
Information...................................................................
205
SECTION 3.16.
Title to REO Property; REO
Accounts.............................................................
207
SECTION 3.17.
Management of REO
Property......................................................................
209
SECTION 3.18.
Sale of Trust Mortgage Loans and Administered REO
Properties....................................
212
SECTION 3.19.
Additional Obligations of the Master Servicer and Special Servicer;
Obligations to Notify Ground
Lessors and Hospitality Franchisors; the Special Servicer's Right
to Request the Master
Servicer to Make Servicing Advances
..........................................................
217
SECTION 3.20.
Modifications, Waivers, Amendments and Consents;
Defeasance.....................................
219
SECTION 3.21.
Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping..............
229
SECTION 3.22.
Sub-Servicing
Agreements........................................................................
231
SECTION 3.23.
Representations and Warranties of the Master
Servicer...........................................
234
SECTION 3.24.
Representations and Warranties of the Special
Servicer..........................................
236
SECTION 3.25.
Certain Matters Regarding the Purchase of the Trust Mortgage Loan
in a Loan Combination.........
237
SECTION 3.26.
Application of Default
Charges..................................................................
238
SECTION 3.27.
Purchase Option and Cure Rights of the Class IUU
Representative.................................
242
SECTION 3.28.
Defense of
Litigation...........................................................................
243
SECTION 3.29.
Deliveries in Connection with Securitization of a Serviced
Non-Trust Mortgage Loan..............
245
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions...................................................................................
246
SECTION 4.02.
Statements to Certificateholders and
Others.....................................................
258
SECTION 4.03.
P&I Advances With Respect to the Mortgage
Pool..................................................
267
SECTION 4.04.
Allocations of Realized Losses and Additional Trust Fund
Expenses...............................
273
SECTION 4.05.
Various Reinstatement
Amounts...................................................................
275
SECTION 4.06.
Calculations....................................................................................
277
SECTION 4.07.
Use of
Agents...................................................................................
277
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates................................................................................
278
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates...........................................
278
SECTION 5.03.
Book-Entry
Certificates.........................................................................
286
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................................
288
SECTION 5.05.
Persons Deemed
Owners...........................................................................
288
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of Depositor, Master Servicer and Special
Servicer....................................
289
SECTION 6.02.
Continued Qualification and Compliance of Master Servicer; Merger,
Consolidation or Conversion
of Depositor, Master Servicer or Special
Servicer.............................................
289
SECTION 6.03.
Limitation on Liability of Depositor, Master Servicer and Special
Servicer......................
290
SECTION 6.04.
Resignation of Master Servicer and the Special
Servicer.........................................
291
SECTION 6.05.
Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
Noteholders in Respect of the
Master Servicer and the Special
Servicer......................................................
292
SECTION 6.06.
Depositor, Master Servicer and Special Servicer to Cooperate with
Trustee.......................
292
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer.......................
292
SECTION 6.08.
Depositor, Master Servicer and Trustee to Cooperate with Special
Servicer.......................
293
SECTION 6.09.
Designation of Special Servicer, Controlling Class Representative
and Class IUU Representative;
Replacement of Special Servicer by the Controlling Class and
Others...........................
293
SECTION 6.10.
Master Servicer or Special Servicer as Owner of a
Certificate...................................
298
SECTION 6.11.
Certain Powers of the Controlling Class Representative and the
Class IUU Representative.........
299
SECTION 6.12.
Certain Matters Regarding the Serviced Loan
Combinations........................................
302
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of Default and Outside Servicer
Defaults.................................................
307
SECTION 7.02.
Trustee to Act; Appointment of
Successor........................................................
315
SECTION 7.03.
Notification to
Certificateholders..............................................................
316
SECTION 7.04.
Waiver of Events of Default and Outside Servicer
Defaults.......................................
317
SECTION 7.05.
Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default................
317
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of
Trustee...............................................................................
318
SECTION 8.02.
Certain Matters Affecting
Trustee...............................................................
319
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage
Loans.
320
SECTION 8.04.
Trustee and Fiscal Agent May Own
Certificates...................................................
321
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of and by
Trustee.................................
321
SECTION 8.06.
Eligibility Requirements for
Trustee............................................................
322
SECTION 8.07.
Resignation and Removal of
Trustee..............................................................
323
SECTION 8.08.
Successor
Trustee...............................................................................
324
SECTION 8.09.
Merger or Consolidation of Trustee and Fiscal
Agent.............................................
325
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................................
325
SECTION 8.11.
Appointment of
Custodians.......................................................................
326
SECTION 8.12.
Appointment of Authenticating
Agents............................................................
327
SECTION 8.13.
Appointment of Tax
Administrators...............................................................
328
SECTION 8.14.
Access to Certain
Information...................................................................
328
SECTION 8.15.
Reports to the Securities and Exchange Commission and Related
Reports...........................
330
SECTION 8.16.
Representations and Warranties of
Trustee.......................................................
336
SECTION 8.17.
Appointment of a Fiscal
Agent...................................................................
338
SECTION 8.18.
Representations and Warranties of Fiscal
Agent..................................................
339
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans..........................
341
SECTION 9.02.
Additional Termination
Requirements.............................................................
343
SECTION 9.03.
Outside Administered REO
Properties.............................................................
344
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC
Administration............................................................................
345
SECTION 10.02.
Grantor Trust
Administration....................................................................
348
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment.......................................................................................
351
SECTION 11.02.
Recordation of Agreement;
Counterparts..........................................................
353
SECTION 11.03.
Limitation on Rights of
Certificateholders......................................................
353
SECTION 11.04.
Governing Law; Consent to
Jurisdiction..........................................................
354
SECTION 11.05.
Notices.........................................................................................
354
SECTION 11.06.
Severability of
Provisions......................................................................
355
SECTION 11.07.
Grant of a Security
Interest....................................................................
355
SECTION 11.08.
Streit
Act......................................................................................
356
SECTION 11.09.
Successors and Assigns;
Beneficiaries...........................................................
356
SECTION 11.10.
Article and Section
Headings....................................................................
357
SECTION 11.11.
Notices to Rating
Agencies......................................................................
357
SECTION 11.12.
Complete
Agreement..............................................................................
359
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
I
Trust Mortgage Loan Schedule
II
Representations and Warranties of the Depositor
III
Exceptions to the Representations and Warranties of the Depositor
IV
Schedule of Environmentally Insured Mortgage Loans
V
Schedule of Initial Deposit Mortgage Loans
VI
Schedule of Mortgage Loans Secured by a Hospitality Property or
Nursing Facility
VII
Schedule of Early Defeasance Mortgage Loans
VIII
Schedule of Outside Serviced Trust Mortgage Loans
IX
Schedule of Reference Rates
X
Schedule of Class A-AB Planned Principal Balances
Exhibit No.
Exhibit Description
A-1
Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] Certificate
A-2
Form of Class X-CP Certificate
A-3
Form of Class X-CL Certificate
A-4
Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
A-5
Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificate
A-6
Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
A-7
Form of Class V Certificate
A-8
Form of Class IUU Certificate
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Form of Loan Payoff Notification Report
F-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G-1
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2
Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1
Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and Acknowledgment
I-2
Form of Acknowledgment of Proposed Special Servicer
J
Form of UCC-1 Financing Statement Schedule
K
Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the
Closing Date
L-1
Form of Information Request/Investor Certification for Website
Access from Certificate [Holder] [Owner]
vi
Exhibit No.
Exhibit Description
L-2
Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M
Form of Defeasance Certification
N
Form of Seller/Depositor Notification
O
Form of Controlling Class Representative Confidentiality Agreement
P
Form of Trustee Backup Certification
Q
Form of Master Servicer Backup Certification
R
Form of Special Servicer Backup Certification
S
Form of Outside Master Servicer Notice
T
Relevant Servicing Criteria Matrix
vii
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of January 11, 2006, among STRUCTURED ASSET SECURITIES
CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer, LNR
PARTNERS, INC., as Special Servicer, and LASALLE BANK NATIONAL
ASSOCIATION, as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate
will evidence
the entire beneficial ownership interest in the Trust Fund.
As provided herein, the Trustee will elect to treat each Early
Defeasance Trust Mortgage Loan, if any, as the primary asset of a
separate REMIC
for federal income tax purposes, and each such REMIC will be
designated as a
"Loan REMIC". The Class R-LR Certificates (if issued in accordance
with Section
2.06) will represent the sole class of "residual interests" in each
and every
Loan REMIC, if any, for purposes of the REMIC Provisions under
federal income
tax law. A separate Loan REMIC Regular Interest will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, each Early
Defeasance
Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan
REMIC Regular
Interest, if any, issued with respect to, and relating to, an Early
Defeasance
Trust Mortgage Loan in a Loan REMIC, shall also relate to any
successor REO
Trust Mortgage Loan with respect to such Early Defeasance Trust
Mortgage Loan.
Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric
designation
that is the same as the loan number for the related Early
Defeasance Trust
Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii)
accrue
interest at the related per annum rate described in the definition
of "Loan
REMIC Remittance Rate"; and (iii) have an initial Uncertificated
Principal
Balance equal to the Cut-off Date Balance of the related Early
Defeasance Trust
Mortgage Loan. The Legal Final Distribution Date of each Loan REMIC
Regular
Interest, if any, is the Distribution Date immediately following
the third
anniversary of the end of the remaining amortization term (as
determined as of
the Closing Date) of the related Early Defeasance Trust Mortgage
Loan. None of
the Loan REMIC Regular Interests (if issued in accordance with
Section 2.06)
will be certificated. Notwithstanding the foregoing, however, if
the Trust Fund
does not include Early Defeasance Trust Mortgage Loans, then (i)
there will be
no Loan REMICs, (ii) neither the Class R-LR Certificates nor any
Loan REMIC
Regular Interests will be issued and (iii) the provisions of
Section 2.06(b)
will apply.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of
the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any
collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after
their
respective Anticipated Repayment Dates), any Loan REMIC Regular
Interests and
certain other related assets subject to this Agreement as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC I". The Class R-I Certificates will represent the sole class
of "residual
interests" in REMIC I for purposes of the REMIC Provisions under
federal income
tax law. Two separate REMIC I Regular Interests will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, each Split
Trust Mortgage
Loan, and such REMIC I Regular Interests will bear the following
alphabetic or
alphanumeric designations: (i) "ICB-A" and "ICB-B", respectively,
in the case of
the Intel Corporate Building Trust Mortgage Loan; (ii) "UH-26-A"
and "UH-26-B",
respectively, in the case of the U-Haul-26 Facilities Portfolio
Trust Mortgage
Loan; and (iii) "UH-SAC-A" and "UH-SAC-B", respectively, in the
case of the
U-Haul-SAC Portfolio Trust Mortgage Loan. In addition, a separate
REMIC I
Regular Interest will, on the Closing Date, be issued with respect
to, and will
thereafter relate to, each other Trust Mortgage Loan included in
REMIC I and
each Loan REMIC
Regular Interest, if any, included in REMIC I. Each REMIC I Regular
Interest
issued with respect to, and relating to, a Trust Mortgage Loan in
REMIC I, shall
also relate to any successor REO Trust Mortgage Loan with respect
to such Trust
Mortgage Loan. Each REMIC I Regular Interest issued with respect
to, and
relating to, any Loan REMIC Regular Interest, shall also relate to
the Early
Defeasance Trust Mortgage Loan and any successor REO Trust Mortgage
Loan
corresponding to such Loan REMIC Regular Interest. Each REMIC I
Regular Interest
shall: (i) except as otherwise described above with respect to each
of the
respective REMIC I Regular Interests that correspond to a Split
Trust Mortgage
Loan, bear a numeric designation that is the same as the loan
number for the
related Trust Mortgage Loan set forth on the Trust Mortgage Loan
Schedule; (ii)
accrue interest at a per annum rate described in the definition of
"REMIC I
Remittance Rate"; and (iii) have an initial Uncertificated
Principal Balance
equal to (A) $23,960,022 in the case of REMIC I Regular Interest
ICB-A, (B)
$20,039,978 in the case of REMIC I Regular Interest ICB-B, (C)
$18,131,353 in
the case of REMIC I Regular Interest UH-26-A, (D) $5,457,642 in the
case of
REMIC I Regular Interest UH-26-B, (E) $12,454,665 in the case of
REMIC I Regular
Interest UH-SAC-A, (F) $1,795,920 in the case of REMIC I Regular
Interest
UH-SAC-B, and (G) the Cut-off Date Balance of the related Trust
Mortgage Loan in
the case of each other REMIC I Regular Interest. The Legal Final
Distribution
Date of each of the REMIC I Regular Interests is the Distribution
Date
immediately following the third anniversary of the end of the
remaining
amortization term (as determined as of the Closing Date) of the
related Trust
Mortgage Loan. None of the REMIC I Regular Interests will be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II". The Class R-II Certificates will
represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. The Legal Final Distribution Date for
each REMIC
II Regular Interest is the latest Rated Final Distribution Date.
None of the
REMIC II Regular Interests will be certificated. Each REMIC II
Regular Interest
shall accrue interest at a per annum rate described in the
definition of "REMIC
II Remittance Rate". The following table sets forth the designation
and the
initial Uncertificated Principal Balance for each of the REMIC II
Regular
Interests.
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II
Interests
Regular Interests
-------------------------------
-----------------------------
A-1
$
64,000,000
A-2-1
$
49,850,000
A-2-2
$
109,003,000
A-2-3
$
103,339,000
A-2-4
$
63,808,000
A-3
$
92,000,000
A-AB
$
94,000,000
A-4-1
$
70,083,000
A-4-2
$
120,112,000
A-4-3
$
157,277,000
A-4-4
$
795,704,000
A-M
$
245,597,000
A-J-1
$
2,037,000
A-J-2
$
219,000,000
B
$
15,350,000
C-1
$
9,346,000
-2-
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II
Interests
Regular Interests
-------------------------------
-----------------------------
C-2
$
18,284,000
D
$
24,559,000
E-1
$
13,641,000
E-2
$
4,779,000
F
$
21,490,000
G-1
$
11,998,000
G-2
$
9,491,000
H
$
24,560,000
J
$
18,420,000
K
$
24,560,000
L
$
12,279,000
M
$
9,210,000
N
$
9,210,000
P
$
6,140,000
Q
$
6,140,000
S
$
6,140,000
T
$
24,560,106
IUU-1
$
7,200,282
IUU-2
$
2,578,126
IUU-3
$
3,551,311
IUU-4
$
1,866,194
IUU-5
$
1,276,095
IUU-6
$
908,999
IUU-7
$
960,210
IUU-8
$
1,015,875
IUU-9
$
1,076,524
IUU-10
$
6,859,925
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III". The Class R-III Certificates will
evidence the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Interest Certificates (exclusive of the Class X-CL and
Class X-CP
Certificates), each REMIC III Component of the Class X-CL
Certificates and each
REMIC III Component of the Class X-CP Certificates will be
designated as a
separate "regular interest" in REMIC III. The Legal Final
Distribution Date for
each Class of Regular Interest Certificates (exclusive of the Class
X-CL and
Class X-CP Certificates), for each REMIC III Component of the Class
X-CL
Certificates and for each REMIC III Component of the Class X-CP
Certificates is
the latest Rated Final Distribution Date. Each Class of Regular
Interest
Certificates, each REMIC III Component of the Class X-CL
Certificates and each
REMIC III Component of the Class X-CP Certificates will accrue
interest at the
per annum rate described in the definition of "Pass-Through Rate."
The following
table sets forth the Class designation and original Class Principal
Balance for
each Class of the Regular Interest Certificates.
-3-
Class
Original Class
Designation of Regular Interest
Principal Balance of Regular
Certificate Classes
Interest Certificate Classes
-------------------------------
----------------------------
Class A-1
$
64,000,000
Class A-2
$
326,000,000
Class A-3
$
92,000,000
Class A-AB
$
94,000,000
Class A-4
$
1,143,176,000
Class A-M
$
245,597,000
Class A-J
$
221,037,000
Class B
$
15,350,000
Class C
$
27,630,000
Class D
$
24,559,000
Class E
$
18,420,000
Class F
$
21,490,000
Class G
$
21,489,000
Class H
$
24,560,000
Class J
$
18,420,000
Class K
$
24,560,000
Class L
$
12,279,000
Class M
$
9,210,000
Class N
$
9,210,000
Class P
$
6,140,000
Class Q
$
6,140,000
Class S
$
6,140,000
Class T
$
24,560,106
Class X-CL
(1)
Class X-CP
(2)
Class IUU-1
$
7,200,282
Class IUU-2
$
2,578,126
Class IUU-3
$
3,551,311
Class IUU-4
$
1,866,194
Class IUU-5
$
1,276,095
-4-
Class
Original Class
Designation of Regular Interest
Principal Balance of Regular
Certificate Classes
Interest Certificate Classes
-------------------------------
----------------------------
Class IUU-6
$
908,999
Class IUU-7
$
960,210
Class IUU-8
$
1,015,875
Class IUU-9
$
1,076,524
Class IUU-10]
$
6,859,925
____________________
(1)
The Class X-CL Certificates will not have a Class Principal Balance
and
will not entitle their Holders to receive distributions of
principal. The
Class X-CL Certificates will have a Class Notional Amount which
will be
equal to the aggregate of the Component Notional Amounts of the
Class X-CL
REMIC III Components from time to time. As more specifically
provided
herein, interest in respect of the Class X-CL Certificates will
consist of
the aggregate amount of interest accrued on the respective
Component
Notional Amounts of the Class X-CL REMIC III Components from time
to time.
(2)
The Class X-CP Certificates will not have a Class Principal Balance
and
will not entitle their Holders to receive distributions of
principal. The
Class X-CP Certificates will have a Class Notional Amount which
will be
equal to the aggregate of the Component Notional Amounts of the
Class X-CP
REMIC III Components from time to time. As more specifically
provided
herein, interest in respect of the Class X-CP Certificates will
consist of
the aggregate amount of interest accrued on the respective
Component
Notional Amounts of the Class X-CP REMIC III Components from time
to time.
As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor
Trust
Assets, if any, maintains its status as a grantor trust under the
Code. The
Class V Certificates (if issued in accordance with Section 2.05)
will represent
the entire beneficial ownership of the Grantor Trust Assets.
Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust
Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will
not be
issued and the provisions of Section 2.05(b) will apply.
The Initial Pool Balance will be $2,483,260,647.
There exists one Trust Mortgage Loan (the "888 Seventh Avenue Trust
Mortgage Loan"), with a Cut-off Date Balance of $145,894,000, that
is evidenced
by a Mortgage Note designated as Replacement Promissory Note A-1
and is,
together with two (2) other mortgage loans that will not be part of
the Trust
Fund (such two (2) other mortgage loans, together, the "888 Seventh
Avenue
Non-Trust Mortgage Loans"), secured on a collective basis by the
same Mortgage
encumbering the property identified on the Trust Mortgage Loan
Schedule as 888
Seventh Avenue (the "888 Seventh Avenue Mortgaged Property"). The
888 Seventh
Avenue Non-Trust Mortgage Loans consist of: (i) one (1) mortgage
loan (the "888
Seventh Avenue Note A-2 Non-Trust Mortgage Loan") that has an
unpaid principal
balance as of the Cut-off Date of $145,894,000 is evidenced by a
Mortgage Note
designated as Replacement Promissory Note A-2 and is, as of the
Closing Date,
held by UBS Real Estate Investments Inc.; and (ii) one mortgage
loan (the "888
Seventh Avenue Note B Non-Trust Mortgage Loan") that has an unpaid
principal
balance as of the Cut-off Date of $26,766,000, is evidenced by a
Mortgage Note
designated as Replacement Promissory Note B and is, as of the
Closing Date, held
by UBS Real Estate Investments Inc. The 888 Seventh Avenue Trust
Mortgage Loan
and the 888 Seventh Avenue Non-Trust Mortgage Loans collectively
constitute the
"888 Seventh Avenue Loan Combination" (which term shall include any
group of
successor REO Mortgage Loans with respect to those three (3)
Mortgage Loans).
-5-
The relative rights of the respective lenders in respect of the 888
Seventh Avenue Loan Combination are set forth in a co-lender
agreement dated as
of January 9, 2006 (as amended, restated, supplemented or otherwise
modified
from time to time, the "888 Seventh Avenue Co-Lender Agreement"),
between the
holder of the Mortgage Note for the 888 Seventh Avenue Trust
Mortgage Loan and
the respective holders of the Mortgage Notes for the 888 Seventh
Avenue
Non-Trust Mortgage Loans. The entire 888 Seventh Avenue Loan
Combination is to
be serviced and administered in accordance with this Agreement.
There exist another five (5) Trust Mortgage Loans (each, a
"Serviced
Note A Trust Mortgage Loan") that, in each case, is evidenced by a
mortgage note
designated as Note A or Replacement Promissory Note A and is,
together with one
(1) other mortgage loan that will not be part of the Trust Fund
(each such other
mortgage loan, a "Serviced Note B Non-Trust Mortgage Loan"),
secured on a
collective basis by the same Mortgage encumbering the related
property
identified in the table following this paragraph (each property
identified in
such table, an "A/B Mortgaged Property"). The Serviced Note A Trust
Mortgage
Loan and Serviced Note B Non-Trust Mortgage Loan that are secured
by the same
Mortgage on a particular A/B Mortgaged Property will, together,
constitute a
"Serviced A/B Loan Combination" (which term shall include any pair
of successor
REO Mortgage Loans with respect to those two (2) mortgage loans).
The relative
rights of the respective lenders in respect of each Serviced A/B
Loan
Combination are set forth in a co-lender agreement dated as of a
date in
January, 2006 (each such co-lender agreement, as amended, restated,
supplemented
or otherwise modified from time to time, an "A/B Co-Lender
Agreement"), between
the holder of the Mortgage Note for the Serviced Note A Trust
Mortgage Loan
comprising such Serviced A/B Loan Combination and the holder of the
Mortgage
Note for the Serviced Note B Non-Trust Mortgage Loan comprising
such Serviced
A/B Loan Combination. From and after the Closing Date, each
Serviced A/B Loan
Combination is to be serviced and administered in accordance with
this
Agreement. The table below identifies each Serviced A/B Loan
Combination by name
of the related Mortgaged Property, the Cut-off Date Balance of the
Serviced Note
A Trust Mortgage Loan included in the subject Serviced A/B Loan
Combination, the
original principal balance of the Serviced Note B Non-Trust
Mortgage Loan
included in the subject Serviced A/B Loan Combination and the
holder (as of the
Closing Date) of the Serviced Note B Non-Trust Mortgage Loan
included in the
subject Serviced A/B Loan Combination.
-6-
SERVICED A/B LOAN COMBINATIONS
ORIGINAL PRINCIPAL
CUT-OFF DATE BALANCE OF
BALANCE OF SERVICED
HOLDER OF SERVICED
NAME OF A/B
SERVICED NOTE A
NOTE B NON-TRUST
NOTE B NON-TRUST
MORTGAGED PROPERTY(1)
TRUST MORTGAGE LOAN
MORTGAGE LOAN
MORTGAGE LOAN(2)
------------------------------------
-----------------------
-------------------------
---------------------------
1.
Triangle Town Center
$
127,034,076
$
72,965,924
UBS Real Estate
Investments Inc.
2.
One Financial Center
$
99,903,070
$
127,469,053
Affiliate of the related
Mortgagor
3.
The Terraces at University Place
$
13,340,000
$
808,000
Affiliate of the Depositor
4.
Lakeview Crossing
$
4,752,500
$
175,000
Affiliate of the Depositor
5.
Park City Shopping Center
$
2,700,000
$
135,000
Affiliate of the Depositor
____________________
(1)
Reflects property identified by that name on the Trust Mortgage
Loan
Schedule.
(2)
As of Closing Date.
The 888 Seventh Avenue Non-Trust Mortgage Loans and the Serviced
Note B Non-Trust Mortgage Loans, although not part of the Trust
Fund, will be
serviced hereunder by the Master Servicer and the Special Servicer.
If Schedule VIII attached hereto identifies any Outside Serviced
Trust Mortgage Loan, then such Outside Serviced Trust Mortgage Loan
(and, if
such Outside Serviced Trust Mortgage Loan is part of a Loan
Combination, the
related Outside Serviced Non-Trust Mortgage Loan(s)) will be
serviced and
administered in accordance with the related Outside Servicing
Agreement. If
Schedule VIII attached hereto does not identify any Outside
Serviced Trust
Mortgage Loan, then the provisions hereof specifically relating to
Outside
Serviced Trust Mortgage Loans and various related concepts shall be
of no force
and effect.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee hereby
agree, in each case, as follows:
-7-
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN ADJUSTMENTS TO THE PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES
SECTION 1.01.
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"888 Seventh Avenue Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Collection Period" shall mean, with respect to
any Distribution Date, Trust Master Servicer Remittance Date or 888
Seventh
Avenue Master Servicer Remittance Date, the period commencing on
the day
immediately following the 888 Seventh Avenue Determination Date in
the calendar
month preceding the month in which such Distribution Date, Trust
Master Servicer
Remittance Date or 888 Seventh Avenue Master Servicer Remittance
Date, as the
case may be, occurs (or, in the case of each of the initial
Distribution Date,
the initial Trust Master Servicer Remittance Date or the initial
888 Seventh
Avenue Master Servicer Remittance Date, as the case may be,
commencing
immediately following the Cut-off Date) and ending on and including
the 888
Seventh Avenue Determination Date in the calendar month in which
such
Distribution Date, Trust Master Servicer Remittance Date or 888
Seventh Avenue
Master Servicer Remittance Date, as the case may be, occurs.
"888 Seventh Avenue Controlling Party" shall mean the Serviced Loan
Combination Controlling Party with respect to the 888 Seventh
Avenue Loan
Combination.
"888 Seventh Avenue Cure Rights" shall mean the cure rights granted
to the 888 Seventh Avenue Note B Non-Trust Mortgage Loan Noteholder
under
Section 7.01 of the 888 Seventh Avenue Co-Lender Agreement.
"888 Seventh Avenue Determination Date" shall mean, during any
calendar month, commencing with February 2006, the Due Date for the
888 Seventh
Avenue Loan Combination during that calendar month.
"888 Seventh Avenue Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the 888 Seventh Avenue
Loan
Combination.
"888 Seventh Avenue Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Master Servicer Remittance Date" shall mean,
during any calendar month, commencing with February 2006, the
Business Day
immediately following the Due Date for the 888 Seventh Avenue Loan
Combination
during that calendar month.
-8-
"888 Seventh Avenue Mortgage Loan" shall mean the 888 Seventh
Avenue
Trust Mortgage Loan or any 888 Seventh Avenue Non-Trust Mortgage
Loan, as
applicable.
"888 Seventh Avenue Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Non-Trust Mortgage Loan Noteholder" shall mean
the holder (or, if applicable, the collective holders) of the
Mortgage Note for
a 888 Seventh Avenue Non-Trust Mortgage Loan.
"888 Seventh Avenue Non-Trust Mortgage Loans" shall have the
meaning
assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Note A-2 Non-Trust Mortgage Loan" shall have
the
meaning assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Note A-2 Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the 888 Seventh Avenue Note A-2 Non-Trust
Mortgage Loan.
"888 Seventh Avenue Note B Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"888 Seventh Avenue Note B Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the 888 Seventh Avenue Note B Non-Trust Mortgage Loan.
"888 Seventh Avenue Noteholders" shall mean, collectively, the
holder of the Mortgage Note for the 888 Seventh Avenue Trust
Mortgage Loan,
together with the 888 Seventh Avenue Non-Trust Mortgage Loan
Noteholders.
"888 Seventh Avenue Special Servicer" shall mean any special
servicer hereunder responsible for special servicing the 888
Seventh Avenue Loan
Combination or any related REO Property; provided that, if such
special servicer
has special servicing responsibilities with respect to other
Serviced Mortgage
Loans and/or Administered REO Properties, then the term 888 Seventh
Avenue
Special Servicer shall refer to such party only to the extent of
its rights,
duties and obligations in respect of the 888 Seventh Avenue Loan
Combination or
any related REO Property.
"888 Seventh Avenue Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage
Loan is
identified on the Trust Mortgage Loan Schedule by loan number 2 and
is, together
with the 888 Seventh Avenue Non-Trust Mortgage Loans, secured by
the same
Mortgage on the 888 Seventh Avenue Mortgaged Property.
"1301 Avenue of the Americas Mortgaged Property" shall mean the
Mortgaged Property identified on the Trust Mortgage Loan Schedule
as 1301 Avenue
of the Americas.
"1301 Avenue of the Americas
Mortgagor"
shall mean the Mortgagor
under the
1301 Avenue
of the Americas
Trust Mortgage Loan.
-9-
"1301 Avenue of the Americas Trust Mortgage Loan" shall mean the
Trust Mortgage Loan identified on the Trust Mortgage Loan Schedule
by loan
number 1, which Trust Mortgage Loan is secured by the 1301 Avenue
of the
Americas Mortgaged Property.
"A/B Co-Lender Agreement" shall have the meaning assigned thereto
in
the Preliminary Statement.
"A/B Mortgaged Property" shall have the meaning assigned thereto in
the Preliminary Statement.
"Acceptable Insurance Default" shall mean, with respect to any
Mortgage Loan, any default under the related loan documents
resulting from (a)
the exclusion of acts of terrorism from coverage under the related
all risk
casualty insurance policy maintained on the subject Mortgaged
Property and (b)
the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but only if the Special Servicer has determined,
in its
reasonable judgment (subject to Section 6.11 and/or Section 6.12,
in each case
if and as applicable), that (i) such insurance is not available at
commercially
reasonable rates and the subject hazards are not commonly insured
against at the
time for real properties similar to the subject Mortgaged Property
and located
in and around the region in which the subject Mortgaged Property is
located, or
(ii) such insurance is not available at any rate. Subject to the
Servicing
Standard, in making any of the determinations under and in
accordance with
subclause (i) or (ii) of this definition, the Special Servicer
shall be entitled
to reasonably rely on the opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest
Certificates, the
amount of which interest shall equal: (a) in the case of any Class
of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth
of the product
of (i) the annual Pass-Through Rate applicable to such Class of
Certificates for
such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of
such Class of Certificates outstanding immediately prior to the
related
Distribution Date; and (b) in the case of either Class of
Interest-Only
Certificates for any Interest Accrual Period, the aggregate amount
of Accrued
Component Interest with respect to all of the REMIC III Components
of such Class
of Certificates for such Interest Accrual Period. The Regular
Interest
Certificates shall accrue interest on a 30/360 Basis.
"Accrued Component Interest" shall mean the interest accrued from
time to time with respect to any REMIC III Component of either
Class of
Interest-Only Certificates, the amount of which interest shall
equal, for any
Interest Accrual Period, one-twelfth of the product of (i) the
annual
Pass-Through Rate applicable to such REMIC III Component for such
Interest
Accrual Period, multiplied by (ii) the Component Notional Amount of
such REMIC
III Component outstanding immediately prior to the related
Distribution Date.
Each REMIC III Component of a Class of Interest-Only Certificates
shall accrue
interest on a 30/360 Basis.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property or any interest therein is
considered to be
acquired by (or, in the case of an Outside Administered REO
Property, acquired
for the benefit of) the Trust Fund within the meaning of Treasury
regulations
section 1.856-6(b)(1), which shall be the first day on which the
Trust Fund is
treated as the owner of such REO Property or an interest therein
for federal
income tax purposes.
-10-
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest
accrual
period in a year assumed to consist of 360 days.
"Actual/360 Equivalent of the related Outside Servicing Fee Rate"
shall mean, in the case of an Outside Servicing Fee that is
calculated on a
30/360 Basis, for any Interest Accrual Period, a rate per annum
equal to the
product of (a) the applicable Outside Servicing Fee Rate,
multiplied by (b) a
fraction, expressed as a percentage, the numerator of which is 30
and the
denominator of which is the number of days in such Interest Accrual
Period.
"Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).
"Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, subject to Section
2.05(b), all
interest accrued on the principal balance of such ARD Mortgage Loan
at the
Additional Interest Rate and, if so provided in the related loan
documents,
compounded at the related Mortgage Rate (the payment of which
interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the
entire
outstanding principal balance thereof has been paid). For purposes
of this
Agreement, Additional Interest on an ARD Mortgage Loan or any
successor REO
Mortgage Loan with respect thereto shall be deemed not to
constitute principal
or any portion thereof and shall not be added to the unpaid
principal balance or
Stated Principal Balance of such ARD Mortgage Loan or any successor
REO Mortgage
Loan with respect thereto, notwithstanding that the terms of the
related loan
documents so permit. To the extent that any Additional Interest is
not paid on a
current basis, it shall, for purposes of this Agreement, be deemed
to be
deferred interest (regardless of whether it is added to principal
outstanding
with respect to the related ARD Mortgage Loan in accordance with
the related
loan documents).
"Additional Interest Rate" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, subject to
Section 2.05(b),
the incremental increase in the Mortgage Rate for such loan
resulting from the
passage of such Anticipated Repayment Date.
"Additional Servicer" shall mean any Servicer, other than the
Master
Servicer, the Special Servicer and the Trustee, that meets the
criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB.
"Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset
therein; (ii) is
not paid by or on behalf of any Mortgagor and is not covered by a
nonreimbursable payment by any party hereto; (iii) is not otherwise
included in
the calculation of a Realized Loss in respect of any particular
Trust Mortgage
Loan or REO Trust Mortgage Loan; and (iv) would result or has
resulted, as the
case may be, in the Holders of Regular Interest Certificates
receiving less than
the full amount of principal and/or Distributable Certificate
Interest to which
they are entitled on any Distribution Date.
"Adjusted Actual/360 Accrued Interest Amount" shall mean: (1) with
respect to any Loan REMIC Regular Interest or REMIC I Regular
Interest that
relates to an Interest Reserve Mortgage Loan or an Interest Reserve
REO Mortgage
Loan (other than any such REMIC I Regular Interest that relates to
a Split Trust
Mortgage Loan or a Split REO Trust Mortgage Loan), for any Interest
Accrual
Period, an amount of interest equal to the product of (a) the
Mortgage Rate for
the related Trust Mortgage Loan in effect as of the Closing Date
(without regard
to any modifications, extensions, waivers or amendments of the
related Trust
Mortgage Loan subsequent to the Closing Date and, if such
-11-
related Trust Mortgage Loan is an Outside Serviced Trust Mortgage
Loan, reduced
by the related Outside Servicing Fee Rate, if the related Outside
Servicing Fee
is calculated on an Actual/360 Basis, or by the Actual/360
Equivalent of the
related Outside Servicing Fee Rate, if the related Outside
Servicing Fee is
calculated on a 30/360 Basis), multiplied by (b) a fraction, the
numerator of
which is the number of days in such Interest Accrual Period, and
the denominator
of which is 360, multiplied by (c) the Uncertificated Principal
Balance of such
Loan REMIC Regular Interest or REMIC I Regular Interest, as the
case may be,
immediately prior to the Distribution Date that corresponds to such
Interest
Accrual Period; and (2) with respect to any REMIC I Regular
Interest that
relates to either a Split Trust Mortgage Loan that is an Interest
Reserve
Mortgage Loan or a Split REO Trust Mortgage Loan that is an
Interest Reserve REO
Mortgage Loan, for any Interest Accrual Period, an amount of
interest equal to
the product of (a) the Deemed Fixed Gross Rate with respect to such
REMIC I
Regular Interest, multiplied by (b) a fraction, the numerator of
which is the
number of days in such Interest Accrual Period, and the denominator
of which is
360, multiplied by (c) the Uncertificated Principal Balance of such
REMIC I
Regular Interest immediately prior to the Distribution Date that
corresponds to
such Interest Accrual Period; provided that, if the subject
Interest Accrual
Period ends during (x) the calendar month of January (except in a
leap year) or
(y) the calendar month of February, then the amount of interest
calculated with
respect to any particular Loan REMIC Regular Interest or REMIC I
Regular
Interest pursuant to this definition for such Interest Accrual
Period without
regard to this proviso shall be decreased by the Interest Reserve
Amount, if
any, with respect to the related Interest Reserve Mortgage Loan or
Interest
Reserve REO Mortgage Loan, as the case may be, transferred (in
accordance with
Section 3.04(c)) from the Collection Account to the Interest
Reserve Account in
the calendar month in which such Interest Accrual Period ends (or
in the case of
any such REMIC I Regular Interest that relates to a Split Trust
Mortgage Loan or
a Split REO Trust Mortgage Loan, the portion of such Interest
Reserve Amount
that is allocable thereto in accordance with the definition of
"Interest Reserve
Amount" herein); and provided, further, that, if the subject
Interest Accrual
Period ends during the calendar month of March, then the amount
calculated with
respect to any particular Loan REMIC Regular Interest or REMIC I
Regular
Interest pursuant to this definition for such Interest Accrual
Period without
regard to this proviso shall be increased by the Interest Reserve
Amount(s), if
any, with respect to the related Interest Reserve Mortgage Loan or
Interest
Reserve REO Mortgage Loan, as the case may be, transferred (in
accordance with
Section 3.05(c)) from the Interest Reserve Account to the
Collection Account in
the calendar month in which such Interest Accrual Period ends (or
in the case of
any such REMIC I Regular Interest that relates to a Split Trust
Mortgage Loan or
a Split REO Trust Mortgage Loan, the portion of such Interest
Reserve Amount(s)
that is allocable thereto in accordance with the definition of
"Interest Reserve
Amount" herein).
"Adjusted Net Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to (a) the Net Principal
Distribution Amount
for such Distribution Date, plus (b) all amounts to be added to
such Net
Principal Distribution Amount pursuant to Section 1.03(c) for such
Distribution
Date, minus (c) all amounts to be subtracted from such Net
Principal
Distribution Amount pursuant to Section 1.03(b) for such
Distribution Date.
"Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest, for any Interest Accrual Period, an
annual rate equal
to the annual Pass-Through Rate in effect during such Interest
Accrual Period
for the Class of Principal Balance Certificates as to which such
REMIC II
Regular Interest is the sole Corresponding REMIC II Regular
Interest or is one
of two or more Corresponding REMIC II Regular Interests, as
applicable.
-12-
"Administered REO Property" shall mean any REO Property other than,
if applicable, any Outside Administered REO Property.
"Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the sum of (i) the related Outside Servicing
Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing
Fee Rate; and
(b) with respect to each other Trust Mortgage Loan (or any
successor REO Trust
Mortgage Loan with respect thereto), the corresponding rate per
annum specified
as the "Administrative Cost Rate" on the Trust Mortgage Loan
Schedule, which,
for each Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), is equal to the sum of the related Master
Servicing Fee Rate
and the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall mean, subject to Section
2.05(b), any endangerment to the status of the Grantor Trust as a
grantor trust
under the Grantor Trust Provisions or any imposition of a tax on
the Grantor
Trust or any of its assets or transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan
Securities, as of any date of determination, the qualification,
downgrade or
withdrawal of any rating then assigned to such Class of
Certificates or such
class of Specially Designated Non-Trust Mortgage Loan Securities,
as the case
may be, by either Rating Agency or, if applicable, by Moody's.
"Adverse REMIC Event" shall mean, with respect to any REMIC Pool,
any endangerment of the status of such REMIC Pool as a REMIC under
the REMIC
Provisions or, except as permitted by Section 3.17(a), any
imposition of a tax
on such REMIC Pool or any of its assets or transactions (including
the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code, the tax on
prohibited contributions set forth in Section 860G(d) of the Code
and/or the tax
on "net income from foreclosure property" as defined in Section
860G(c) of the
Code).
"Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control
with such
specified Person. For the purposes of this definition, "control",
when used with
respect to any specified Person, means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise, and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement,
together with all amendments hereof and supplements hereto.
"Annual Assessment Report" shall have the meaning assigned thereto
in Section 3.14.
"Annual Attestation Report" shall have the meaning assigned thereto
in Section 3.14.
"Annual Statement of Compliance" shall have the meaning assigned
thereto in Section 3.13.
-13-
"Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, subject to Section 2.05(b), the date specified in
the related
loan documents after which the Mortgage Rate for such ARD Mortgage
Loan will
increase as specified in the related Mortgage Note.
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the
applicable
Determination Date immediately following the later of the date on
which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination,
as
applicable, became a Required Appraisal Loan and the date on which
the
applicable Required Appraisal was obtained, and thereafter as of
each subsequent
applicable Determination Date during the period that the subject
Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, remains a Required Appraisal Loan) equal to the excess,
if any, of:
(a) the sum of, without duplication, (i) the Stated Principal
Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer, the Trustee or a Fiscal Agent, all
unpaid
interest on such Required Appraisal Loan through the most recent
Due Date prior
to the date of calculation (exclusive of any portion thereof that
represents
Additional Interest and/or Default Interest), (iii) all accrued and
unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in
respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances
made by or on
behalf of (plus all accrued interest on such Advances payable to)
the Master
Servicer and/or any other party hereto with respect to such
Required Appraisal
Loan, (v) if such Required Appraisal Loan consists of the 888
Seventh Avenue
Loan Combination, and if the 888 Seventh Avenue Note A-2 Non-Trust
Mortgage Loan
was included in a Non-Trust Mortgage Loan Securitization Trust, any
unpaid
interest made on delinquency advances with respect to such
Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto under
the related
Non-Trust Mortgage Loan Securitization Agreement, (vi) any other
unpaid items
that could become Additional Trust Fund Expenses in respect of such
Required
Appraisal Loan, and (vii) all currently due and unpaid real estate
taxes and
assessments, insurance premiums and, if applicable, ground rents,
and any
unfunded improvement or other applicable reserves, in respect of
the related
Mortgaged Property or REO Property, as the case may be (in each
case, net of any
amounts escrowed with the Master Servicer or the Special Servicer
for such
items); over (b) the Required Appraisal Value. Notwithstanding the
foregoing, if
(i) any Serviced Trust Mortgage Loan or Serviced Loan Combination
becomes a
Required Appraisal Loan, (ii) either (A) no Required Appraisal or
update thereof
has been obtained or conducted, as applicable, with respect to the
related
Mortgaged Property during the 12-month period prior to the date
such Serviced
Trust Mortgage Loan or Serviced Loan Combination, as the case may
be, became a
Required Appraisal Loan or (B) there shall have occurred since the
date of the
most recent Required Appraisal or update thereof a material change
in the
circumstances surrounding the related Mortgaged Property that
would, in the
Special Servicer's reasonable judgment, materially affect the value
of the
related Mortgaged Property, and (iii) no Required Appraisal is
obtained or
conducted, as applicable, in accordance with Section 3.09(a),
within 60 days
after such Serviced Trust Mortgage Loan or Serviced Loan
Combination, as the
case may be, became a Required Appraisal Loan, then (x) until such
Required
Appraisal or update is obtained or conducted, as applicable, in
accordance with
Section 3.09(a), 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 3.09(a), of
such Required
Appraisal or update thereof by the Special Servicer, the Appraisal
Reduction
Amount for such Required Appraisal Loan shall be recalculated in
accordance with
the preceding sentence of this definition. For purposes of this
definition, each
Required Appraisal Loan that is part of a Cross-Collateralized
Group shall be
treated separately for the purposes of calculating any Appraisal
Reduction
Amount.
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Any Appraisal Reduction Amount with respect to a Serviced Loan
Combination shall be calculated, and allocated between or among, as
the case may
be, the respective Mortgage Loans comprising the subject Serviced
Loan
Combination, by the Special Servicer pursuant to this Agreement and
consistent
with the related Co-Lender Agreement; and the related Serviced
Non-Trust
Mortgage Loan Noteholder(s) shall be entitled to rely on such
calculations, and
the allocations to the subject Serviced Non-Trust Mortgage Loan(s)
or any
successor REO Trust Mortgage Loan(s) with respect thereto, as
reported to it or
them, as the case may be, by the Special Servicer.
Each Appraisal Reduction Amount shall be reduced to zero as of the
date the subject Serviced Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, ceases to be a Required Appraisal Loan, and no
Appraisal Reduction
Amount shall exist as to any Serviced Trust Mortgage Loan (or any
successor REO
Trust Mortgage Loan with respect thereto) or any Serviced Loan
Combination after
it has been paid in full, liquidated, repurchased or otherwise
disposed of.
Notwithstanding the foregoing, in the case of an Outside Serviced
Loan Combination, the term "Appraisal Reduction Amount" shall have
the meaning
assigned to that term or any analogous term in the related Outside
Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal
Reduction Amount
with respect to an Outside Serviced Loan Combination shall be
calculated, and
allocated between the respective Mortgage Loans comprising such
Outside Serviced
Loan Combination by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement; and the parties hereto shall be
entitled to rely on
such calculations, and the allocations to the Trust Mortgage Loan
or REO Trust
Mortgage Loan, as applicable, in such Outside Serviced Loan
Combination, as
reported to them by the applicable Outside Servicer.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof based upon
the most recent
appraisal or update thereof prepared by an Independent Appraiser
that is
contained in the related Servicing File or, in the case of any such
property
with or that had, as the case may be, an allocated loan amount of,
or securing a
Trust Mortgage Loan or relating to an REO Trust Mortgage Loan, as
the case may
be, with a Stated Principal Balance of, less than $2,000,000,
either (a) the
most recent appraisal or update thereof that is contained in the
related
Servicing File or (b) the most recent "desktop" value estimate
performed by the
Special Servicer that is contained in the related Servicing File.
"ARD Mortgage Loan" shall mean, subject to Section 2.05(b), any
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) that
provides that if the unamortized principal balance thereof is not
repaid by a
date certain set forth in the related loan documents, such Mortgage
Loan (or
successor REO Mortgage Loan) will accrue additional interest at the
rate
specified in the related Mortgage Note and the related Mortgagor is
required to
apply certain excess monthly cash flow generated by the related
Mortgaged
Property to the repayment of the outstanding principal balance on
such Mortgage
Loan. If none of the Trust Mortgage Loans are reflected on the
Trust Mortgage
Loan Schedule as being ARD Mortgage Loans, then Section 2.05(b)
shall apply.
"ARD Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is
an ARD Mortgage Loan. If none of the Trust Mortgage Loans are
reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then
Section 2.05(b)
shall apply.
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"Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar
document or
instrument executed by the Mortgagor in connection with the
origination of the
related Mortgage Loan(s).
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan delinquent in respect of its Balloon Payment,
for each Due
Date coinciding with or following its then Maturity Date as of
which such
Mortgage Loan remains outstanding and part of the Trust Fund (or,
in the case of
a Serviced Non-Trust Mortgage Loan, if applicable, as of which (i)
such
Non-Trust Mortgage Loan remains outstanding and (ii) the related
Trust Mortgage
Loan remains part of the Trust Fund) (provided that such Mortgage
Loan was not
paid in full, and no other Liquidation Event occurred in respect
thereof, before
the end of the related Collection Period in which such Maturity
Date occurs),
the scheduled monthly payment of principal and/or interest deemed
to be due in
respect of such Mortgage Loan on such Due Date equal to the amount
that would
have been due in respect thereof on such Due Date if such Mortgage
Loan had been
required to continue to accrue interest (other than Default
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, such Maturity Date; and (b) with
respect to any REO
Mortgage Loan, for any Due Date as of which the related REO
Property (or any
interest therein) 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 (or, in the case of a Balloon
Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly
Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on
the last Due
Date prior to its becoming an REO Mortgage Loan.
"ASTM" shall mean the American Society for Testing and Materials.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to:
(a)
the sum, without duplication, of (i) the aggregate amount of
all payments and other collections on or with respect to the Trust
Mortgage Loans and any REO Properties (including Loss of Value
Payments
and, in the case of the initial Distribution Date, any Initial
Deposits)
that (A) were Received by the Trust as of the end of the related
Collection Period and (B) are on deposit in the Collection Account
as of
12:00 noon (New York City time) on such Distribution Date, (ii) the
aggregate amount of any P&I Advances made by the Master
Servicer, the
Trustee and/or a Fiscal Agent with respect to the Mortgage Pool for
distribution on the Certificates on such Distribution Date pursuant
to
Section 4.03, (iii) the aggregate amount deposited by the Master
Servicer
in the Collection Account for such Distribution Date pursuant to
Section
3.19(a) in connection with Prepayment Interest Shortfalls on the
Mortgage
Pool, (iv) to the extent not included in the amount described in
clause
(a)(i) of this definition, the aggregate amount transferred from
the
Excess Liquidation Proceeds Account to the Collection Account
pursuant to
Section 3.05(d) in respect of such Distribution Date, (v) to the
extent
not included in the amount described in clause (a)(i) of this
definition,
if such Distribution Date is the Final Distribution Date, the
aggregate
amount transferred from the Loss of Value Reserve Fund to the
Collection
Account pursuant to Section 3.05(e) in respect of such Distribution
Date,
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and (vi) to the extent not included in the amount described in
clause
(a)(i) of this definition, if such Distribution Date occurs during
the
calendar month of March, the aggregate of the Interest Reserve
Amounts
transferred from the Interest Reserve Account to the Collection
Account in
respect of the Interest Reserve Mortgage Loans and any Interest
Reserve
REO Mortgage Loans for distribution on such Distribution Date; net
of
(b)
the portion of the aggregate amount described in clause (a)
of this definition that represents one or more of the
following--(i)
scheduled Monthly Payments that are due on a Due Date following the
end of
the related Collection Period (or, in the case of a scheduled
Monthly
Payment that is due on a Due Date in the same month as such
Distribution
Date but subsequent to the end of the related Collection Period,
following
the end of the calendar month in which such Distribution Date
occurs),
(ii) any amounts payable or reimbursable to any Person from the
Collection
Account pursuant to clauses (ii) through (v) and (viii) of Section
3.05(b), (iii) Prepayment Consideration and/or Additional Interest,
(iv)
if such Distribution Date occurs during the calendar month of
January
(except in a leap year) or during the calendar month of February,
the
Interest Reserve Amounts with respect to the Interest Reserve
Mortgage
Loans and any Interest Reserve REO Mortgage Loans to be withdrawn
from the
Collection Account and deposited into the Interest Reserve Account
in
respect of such Distribution Date and held for future distribution,
all
pursuant to Section 3.04(c), and (v) amounts deposited in the
Collection
Account in error;
provided that the Available Distribution Amount for the Final
Distribution Date
shall consist of all amounts on deposit in the Collection Account
as of the time
distributions are to be made to Certificateholders on the Final
Distribution
Date, exclusive of any portion of such amounts that are payable or
reimbursable
to any Person from the Collection Account pursuant to clauses (ii)
through (v)
and (viii) of Section 3.05(b), that were deposited in the
Collection Account in
error or that represent Prepayment Consideration and/or Additional
Interest.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that by its
original terms or by virtue of any modification entered into as of
the Closing
Date provides for an amortization schedule extending beyond its
Stated Maturity
Date and as to which, in accordance with such terms, the Scheduled
Payment due
on its Stated Maturity Date is significantly larger than the
Scheduled Payment
due on the Due Date next preceding its Stated Maturity Date.
"Balloon Payment" shall mean, with respect to any Balloon Mortgage
Loan as of any date of determination, the payment, other than any
regularly
scheduled monthly payment, due with respect to such Mortgage Loan
at maturity.
"Balloon Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Balloon Mortgage Loan.
"Bid Allocation" shall mean, with respect to the Master Servicer or
any Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the
amount of such proceeds (net of any expenses incurred in connection
with such
bid and the transfer of servicing), multiplied by a fraction equal
to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer,
as the case
may be, as of such date of determination, over (b) the aggregate of
the Servicer
Fee Amounts for the Master Servicer and all of the Sub-Servicers as
of such date
of determination.
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"Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry
Certificate.
"Book-Entry Subordinate Certificate" shall mean any Subordinate
Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or
a day on which banking institutions in New York, New York, or in
any of the
cities in which the Corporate Trust Office of the Trustee, the
Primary Servicing
Office of the Master Servicer or the Primary Servicing Office of
the Special
Servicer are located, are authorized or obligated by law or
executive order to
remain closed.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor" shall mean, with respect to any Class of
Regular Interest Certificates, as of any date of determination, a
fraction,
expressed as a decimal carried to six places, the numerator of
which is the then
current Class Principal Balance or Class Notional Amount, as the
case may be, of
such Class of Regular Interest Certificates, and the denominator of
which is the
Original Class Principal Balance or Original Class Notional Amount,
as the case
may be, of such Class of Regular Interest Certificates.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that:
(i) neither
a Disqualified Organization nor a Disqualified Non-United States
Tax Person
shall be Holder of a Residual Interest Certificate for any purpose
hereof; and
(ii) solely for the purposes of giving any consent, approval or
waiver pursuant
to this Agreement that relates to the rights and/or obligations of
any of the
Depositor, the Master Servicer, the Special Servicer, any Fiscal
Agent or the
Trustee in its respective capacity as such, any Certificate
registered in the
name of the Depositor, the Master Servicer, the Special Servicer,
any Fiscal
Agent or the Trustee, as the case may be, or any Certificate
registered in the
name of any of its Affiliates, shall be deemed not to be
outstanding, and the
Voting Rights to which it is entitled shall not be taken into
account in
determining whether the requisite percentage of Voting Rights
necessary to
effect any such consent, approval or waiver that relates to it has
been obtained
(provided that the provisions of this clause (ii) are not intended
to limit the
rights of the Controlling Class Representative or the Class IUU
Representative
(any of which may be an Affiliate of the Special Servicer) as are
specifically
set forth in this Agreement with respect to any consent, approval
or waiver
required or permitted to be made by the Controlling Class
Representative or the
Class IUU Representative or any rights under Section 6.09 with
respect to any
election, removal or replacement of the Special Servicer or the
Controlling
Class Representative or the Class IUU Representative). The
Certificate Registrar
shall be entitled to request and rely upon a certificate of the
Depositor, the
Master Servicer or the Special Servicer in determining whether a
-18-
Certificate is registered in the name of an Affiliate of such
Person. All
references herein to "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 "Certificateholder" only the Person in whose name a
Certificate
is registered in the Certificate Register.
"Certificate Notional Amount" shall mean, with respect to any
Interest-Only Certificate, as of any date of determination, the
then notional
amount of such Certificate equal to the product of (a) the then
Certificate
Factor for the Class of Interest-Only Certificates to which such
Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Notional Amount thereof.
"Certificate Owner" shall mean, 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" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to Section 5.02.
"Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report,
the Loan
Payoff Notification Report, the CMSA Investor Reporting Package and
any reports
comparable to the foregoing with respect to an Outside Serviced
Trust Mortgage
Loan or any related REO Property that are deliverable to the
Trustee (or to the
Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for
such Outside Serviced Trust Mortgage Loan.
"Certifying Officer" shall have the meaning assigned thereto in
Section 8.15(d).
"Certifying Party" shall have the meaning assigned thereto in
Section 8.15(d).
"Class" shall mean, collectively, all of the Certificates bearing
the same alphabetic or alphanumeric, as applicable, class
designation or all of
the Holders of Certificates bearing the same alphabetic or
alphanumeric, as
applicable, class designation, as the context may require.
"Class A Certificate" shall mean any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-M and Class A-J
Certificates.
"Class A-1 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
-19-
"Class A-2 Certificate" shall mean any one of the Certificates with
a "Class A-2" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates with
a "Class A-3" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-4 Certificate" shall mean any one of the Certificates with
a "Class A-4" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with
a "Class A-AB" designation on the face thereof, substantially in
the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance" shall mean, with respect to
any Distribution Date, the targeted Class Principal Balance of the
Class A-AB
Certificates for such date set forth on Schedule X attached hereto.
"Class A-J Certificate" shall mean any one of the Certificates with
a "Class A-J" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-M Certificate" shall mean any one of the Certificates with
a "Class A-M" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class B Through T Certificate" shall mean any Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class P, Class Q, Class S or Class T Certificate.
"Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
-20-
"Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class H" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class IUU Available Distribution Amount" shall mean, with respect
to any Distribution Date, the aggregate portion of the respective
STML Available
Distribution Amounts with respect to the Split Trust Mortgage Loans
and any
Split REO Trust Mortgage Loans for such Distribution Date that is
equal to the
lesser of (1) the aggregate amount deemed distributed to REMIC II
with respect
to all of the STML Group B REMIC I Regular Interests on such
Distribution Date
pursuant to clauses (iv), (v) and (vi) of the first paragraph of
Section 4.01(m)
and (2) the total of (x) all Distributable Certificate Interest
with respect to
the Class IUU Certificates for such Distribution Date and, to the
extent not
previously distributed, for all prior Distribution Dates, (y) the
Class IUU
Principal Distribution Amount for such Distribution Date and (z)
the aggregate
Loss Reimbursement Amount with respect to the Class IUU
Certificates for such
Distribution Date.
"Class IUU Certificate" shall mean any of the Class IUU-1, Class
IUU-2, Class IUU-3, Class IUU-4, Class IUU-5, Class IUU-6, Class
IUU-7, Class
IUU-8, Class IUU-9 and Class IUU-10 Certificates.
"Class IUU-1 Certificate" shall mean any one of the Certificates
with a "Class IUU-1" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-2 Certificate" shall mean any one of the Certificates
with a "Class IUU-2" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-3 Certificate" shall mean any one of the Certificates
with a "Class IUU-3" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-4 Certificate" shall mean any one of the Certificates
with a "Class IUU-4" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-5 Certificate" shall mean any one of the Certificates
with a "Class IUU-5" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
-21-
"Class IUU-6 Certificate" shall mean any one of the Certificates
with a "Class IUU-6" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-7 Certificate" shall mean any one of the Certificates
with a "Class IUU-7" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IUU-8 Certificate" shall mean any of the Certificates with a
"Class IUU-8" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class IUU-9 Certificate" shall mean any of the Certificates with a
"Class IUU-9" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class IUU-10 Certificate" shall mean any of the Certificates with
a
"Class IUU-10" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class IUU Certificateholder" shall mean the Holder of a Class IUU
Certificate.
"Class IUU Control Period" shall mean, with respect to any Split
Trust Mortgage Loan or Split REO Trust Mortgage Loan, any period
when there is
no continuing STML Change of Control Event relating thereto.
"Class IUU Net Prepayment Consideration" shall mean that portion of
any Net Prepayment Consideration received with respect to any Split
Trust
Mortgage Loan or Split REO Trust Mortgage Loan that is equal to the
product of
(a) the entire amount of such Net Prepayment Consideration,
multiplied by (b) a
fraction, the numerator of which is equal to the portion of the
relevant
principal prepayment or other early collection of principal
included in the
Class IUU Principal Distribution Amount for the Distribution Date
on which such
Net Prepayment Consideration is distributable to
Certificateholders, and the
denominator of which is the entire amount of such relevant
principal prepayment
or other early collection of principal.
"Class IUU Principal Distribution Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the aggregate amount of
principal
deemed distributed to REMIC II with respect to all of the STML
Group B REMIC I
Regular Interests on such Distribution Date pursuant to clause (v)
of the first
paragraph of Section 4.01(m), and (b) the aggregate of the Class
Principal
Balances of the Class IUU Certificates outstanding immediately
prior to such
Distribution Date.
"Class IUU Purchase Option Event" shall mean, with respect to any
Split Trust Mortgage Loan, the existence of the following
circumstances as of
any date of determination: (a) such Split Trust Mortgage Loan
constitutes a
Specially Serviced Trust Mortgage Loan; and (b) any Monthly Payment
under such
Split Trust Mortgage Loan is at least 60 days delinquent.
"Class IUU Purchase Price" shall mean, with respect to any Split
Trust Mortgage Loan, in connection with a purchase thereof by the
Class IUU
Representative pursuant to Section 3.27(a), a
-22-
price equal to the sum, without duplication, of (i) the outstanding
principal
balance of such Split Trust Mortgage Loan, together with all
accrued and unpaid
interest (including the Master Servicing Fee) on such Split Trust
Mortgage Loan
(excluding, however, any such accrued and unpaid interest that
represents
Default Interest), (ii) all other sums (in addition to principal
and interest)
then due and owing under the terms of such Split Trust Mortgage
Loan (excluding,
however, any such other sums that represent Default Interest),
(iii) all
expenses (including amounts incurred by and owing to the Trustee,
any Fiscal
Agent, the Master Servicer and the Special Servicer, if any)
associated with the
subject purchase, (iv) any amount relating to such Split Trust
Mortgage Loan in
respect of servicing compensation payable to the Master Servicer or
any other
party hereunder, and (v) Advances and all interest paid or payable,
as the
context may require, to the Master Servicer or any other party
hereunder with
respect to Advances made by the Master Servicer or any other party,
at the
Reimbursement Rate, which Advances are, at the time of purchase,
payable or
reimbursable to the Trustee, any Fiscal Agent, the Master Servicer
or any other
Person under this Agreement.
"Class IUU Representative" shall have the meaning assigned thereto
in Section 6.09(b).
"Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class K Certificate" shall mean any of the Certificates with a
"Class K" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class L" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class N" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which a Class of Interest-Only Certificates
accrues or is
deemed to accrue interest from time to time. As of any date of
determination,
the Class Notional Amount of each Class of Interest-Only
Certificates shall
equal the then aggregate of the Component Notional Amounts of all
the REMIC III
Components of such Class of Interest-Only Certificates; provided
that, for
reporting purposes, the Class Notional Amount of the Class X-CP
Certificates
shall be calculated in accordance with the Prospectus Supplement.
"Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
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"Class Principal Balance" shall mean the aggregate principal
balance
outstanding from time to time of any Class of Principal Balance
Certificates. As
of the Closing Date, the Class Principal Balance of each Class of
Principal
Balance Certificates shall equal the Original Class Principal
Balance thereof.
On each Distribution Date, the Class Principal Balance of each
Class of
Principal Balance Certificates shall be reduced by the amount of
any
distributions of principal made thereon on such Distribution Date
pursuant to
Section 4.01 or 9.01, as applicable, and shall be further reduced
(subject to
Section 4.05) by the amount of any Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of
each Class of
Principal Balance Certificates shall be increased by the related
Class Principal
Reinstatement Amount, if any, for such Distribution Date.
"Class Principal Reinstatement Amount" shall have the meaning
assigned thereto in Section 4.05(a).
"Class Q Certificate" shall mean any of the Certificates with a
"Class Q" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class R-I Certificate" shall mean any of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC I for purposes of the REMIC
Provisions.
"Class R-II Certificate" shall mean any of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions.
"Class R-III Certificate" shall mean any of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC III for purposes of the REMIC
Provisions.
"Class R-LR Certificate" shall mean, subject to Section 2.06(b),
any
of the Certificates with a "Class R-LR" designation on the face
thereof,
substantially in the form of Exhibit A-6 attached hereto, and
evidencing a
portion of the sole class of "residual interests" in each Loan
REMIC for
purposes of the REMIC Provisions.
"Class S Certificate" shall mean any of the Certificates with a
"Class S" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class T Certificate" shall mean any of the Certificates with a
"Class T" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class V Certificate" shall mean, subject to Section 2.05(b), any
of
the Certificates with a "Class V" designation on the face thereof,
substantially
in the form of Exhibit A-7 attached hereto, and evidencing a pro
rata undivided
interest in the Grantor Trust Assets.
-24-
"Class V Sub-Account" shall mean, subject to Section 2.05(b), a
sub-account of the Collection Account established pursuant to
Section 3.04(b),
which sub-account shall constitute an asset of the Trust Fund and
the Grantor
Trust, but not an asset of any REMIC Pool.
"Class X-CL Certificate" shall mean any one of the Certificates
with
a "Class X-CL" designation on the face thereof, substantially in
the form of
Exhibit A-3 attached hereto, and evidencing a portion of 43
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CL REMIC III Component" shall mean any of the 43 separate
"regular interests" in REMIC III evidenced by the Class X-CL
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CL REMIC III Components shall have the following alphabetic
and
alphanumeric designations: X-CL-A-1; X-CL-A-2-1; X-CL-A-2-2;
X-CL-A-2-3;
X-CL-A-2-4; X-CL-A-3; X-CL-A-AB; X-CL-A-4-1; X-CL-A-4-2;
X-CL-A-4-3; X-CL-A-4-4;
X-CL-A-M; X-CL-A-J-1; X-CL-A-J-2; X-CL-B; X-CL-C-1; X-CL-C-2;
X-CL-D; X-CL-E-1;
X-CL-E-2; X-CL-F; X-CL-G-1; X-CL-G-2; X-CL-H; X-CL-J; X-CL-K;
X-CL-L; X-CL-M;
X-CL-N; X-CL-P; X-CL-Q; X-CL-S; and X-CL-T.
"Class X-CP Certificate" shall mean any one of the Certificates
with
a "Class X-CP" designation on the face thereof, substantially in
the form of
Exhibit A-2 attached hereto, and evidencing a portion of 22
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CP REMIC III Component" shall mean any of the 22 separate
"regular interests" in REMIC III evidenced by the Class X-CP
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CP REMIC III Components shall have the respective
alphabetic and
alphanumeric designations set forth in the definition of "Class
X-CP Termination
Date".
-25-
"Class X-CP Termination Date" shall mean, with respect to any Class
X-CP REMIC III Component, the Distribution Date in the month and
year specified
opposite the alphanumeric designation for such Class X-CP REMIC III
Component in
the following table.
Designation of Class X-CP
Month and Year of Class X-CP
REMIC III Component
Termination Date
-------------------------
----------------------------
X-CP-A-2-1
January 2007
X-CP-A-2-2
January 2008
X-CP-A-2-3
January 2009
X-CP-A-2-4
January 2010
X-CP-A-3
January 2010
X-CP-A-AB
January 2010
X-CP-A-4-1
January 2010
X-CP-A-4-2
January 2011
X-CP-A-4-3
January 2012
X-CP-A-4-4
January 2013
X-CP-A-M
January 2013
X-CP-A-J-1
January 2012
X-CP-A-J-2
January 2013
X-CP-B
January 2012
X-CP-C-1
January 2011
X-CP-C-2
January 2012
X-CP-D
January 2011
X-CP-E-1
January 2010
X-CP-E-2
January 2011
X-CP-F
January 2010
X-CP-G-1
January 2009
X-CP-G-2
January 2010
"Clearstream" shall mean Clearstream Banking, Luxembourg or any
successor.
"Closing Date" shall mean February 1, 2006.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or
any association or organization that is a successor thereto. If
neither such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage
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 Controlling Class Representative.
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"CMSA Advance Recovery Report" shall mean a report substantially in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recovery Report" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information as may from
time to time be approved by the CMSA for commercial mortgage
securities
transactions generally.
"CMSA Bond Level File" shall mean 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
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean 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
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report" shall mean 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 approved by the CMSA
for commercial
mortgage securities transactions generally. In connection with
preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall
process (a)
interim financial statements beginning with interim financial
statements for the
fiscal quarter ending June of 2006, and (b) annual financial
statements
beginning with annual financial statements for the 2006 fiscal
year.
"CMSA Delinquent Loan Status Report" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Financial File" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Historical Liquidation Report" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean 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
-27-
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a)
the following six electronic files: (i) CMSA Loan Setup
File, (ii) CMSA Loan Periodic Update File, (iii) CMSA Property
File, (iv)
CMSA Bond Level File, (v) CMSA Financial File and (vi) CMSA
Collateral
Summary File;
(b)
the following ten supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage Loan Report, (iii) CMSA Historical Liquidation Report,
(iv) CMSA
REO Status Report, (v) CMSA Operating Statement Analysis Report,
(vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii) CMSA Advance Recovery Report, (ix) CMSA Loan Level
Reserve/LOC
Report and (x) CMSA NOI Adjustment Worksheet; and
(c)
such other reports as the CMSA may approve from time to time
as being part of the CMSA Investor Reporting Package for commercial
mortgage securitization trusts generally and as are reasonably
acceptable
to the Master Servicer.
"CMSA Loan Level Reserve/LOC Report" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Periodic Update File" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Setup File" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced
Mortgage Loans, and
by the Special Servicer with respect to Specially Serviced Mortgage
Loans and,
if they relate to Administered REO Properties, REO Mortgage Loans,
which report
shall be substantially in the form of, and contain 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
-28-
"CMSA Operating Statement Analysis Report" shall mean 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 approved by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Property File" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA REO Status Report" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Servicer Watch List" available as of the Closing Date on the
CMSA Website,
or in such other form for the presentation of such information and
containing
such additional information as may from time to time be approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Website" shall mean 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" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender, intercreditor or similar agreement
governing the
relative rights of the respective holders of the Mortgage Loans
comprising such
Loan Combination. The Co-Lender Agreements consist of the 888
Seventh Avenue
Co-Lender Agreement and the A/B Co-Lender Agreements.
"Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-Through
Certificates, Series 2006-C1".
"Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Collection
Period with respect to each Loan Combination and all related
matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool
(exclusive of
those Trust Mortgage Loans and any REO Trust Mortgage Loans that
are part of a
Loan Combination) and all related matters.
-29-
"Combination Trust Mortgage Loan" shall mean any Trust Mortgage
Loan
that constitutes part of a Loan Combination. The Combination Trust
Mortgage
Loans are the 888 Seventh Avenue Trust Mortgage Loan and the
Serviced Note A
Trust Mortgage Loans.
"Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.
"Component Notional Amount" shall mean the notional amount on which
any REMIC III Component of either Class of Interest-Only
Certificates accrues
interest, which, as of any date of determination, is equal to the
then current
Uncertificated Principal Balance of such REMIC III Component's
Corresponding
REMIC II Regular Interest.
"Condemnation Proceeds" shall mean all cash amounts Received by the
Trust in connection with the taking of all or a part of a Mortgaged
Property or
REO Property by exercise of the power of eminent domain or
condemnation,
subject, however, to the rights of any tenants and ground lessors,
as the case
may be, and the terms of the related Mortgage.
"Controlling Class" shall mean, as of any date of determination,
the
then most subordinate (based on the payment priorities set forth in
Sections
4.01(a) and 4.01(b)) outstanding Class of Principal Balance
Certificates
(exclusive of the Class IUU Certificates) that has a Class
Principal Balance
that is at least equal to 25% of the Original Class Principal
Balance of such
Class; provided that if no such Class of Principal Balance
Certificates has as
of such date of determination a Class Principal Balance that is at
least equal
to 25% of its Original Class Principal Balance, then the
Controlling Class shall
be the then most subordinate (based on the payment priorities set
forth in
Sections 4.01(a) and 4.01(b)) outstanding Class of Principal
Balance
Certificates (exclusive of the Class IUU Certificates) that has a
Class
Principal Balance greater than zero; and provided, further, that,
for purposes
of determining, and exercising the rights of, the Controlling
Class, all of the
Senior Class A Certificates shall be deemed to constitute a single
Class of
Certificates. The Trustee shall notify the other parties hereto of
any change of
which it has knowledge in the Class of Certificates that
constitutes the
Controlling Class pursuant to this definition.
"Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.
"Controlling Class Representative" shall have the meaning assigned
thereto in Section 6.09(b).
"Controlling Class Representative Confirmation" shall have the
meaning assigned thereto in Section 6.09(b).
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 135 South
LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and
Trust Services Group -- LB-UBS Commercial Mortgage Trust 2006-C1.
"Corrected Mortgage Loan" shall mean any Serviced Mortgage Loan
that
had been a Specially Serviced Mortgage Loan but has ceased to be
such in
accordance with the definition of
-30-
"Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event
occurring in respect of such Serviced Mortgage Loan or the related
Mortgaged
Property's becoming an REO Property). None of the Outside Serviced
Mortgage
Loans shall constitute a Corrected Mortgage Loan under this
Agreement.
"Corrected Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes a Corrected Mortgage Loan.
"Corresponding REMIC II Regular Interest" shall mean: (a) with
respect to any Class of Principal Balance Certificates, the REMIC
II Regular
Interest that has an alphabetic or alphanumeric, as applicable,
designation that
is the same as the alphabetic or alphanumeric, as the case may be,
designation
for such Class of Principal Balance Certificates (provided that
each REMIC II
Regular Interest with an alphanumeric designation that begins
"A-2-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class
A-2
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-4-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-4 Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "A-J-" shall be a
Corresponding REMIC II
Regular Interest with respect to the Class A-J Certificates, each
REMIC II
Regular Interest with an alphanumeric designation that begins "C-"
shall be a
Corresponding REMIC II Regular Interest with respect to the Class C
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "E-" shall be a Corresponding REMIC II Regular Interest
with respect
to the Class E Certificates, and each REMIC II Regular Interest
with an
alphanumeric designation that begins "G-" shall be a Corresponding
REMIC II
Regular Interest with respect to the Class G Certificates); (b)
with respect to
any Class X-CL REMIC III Component, the REMIC II Regular Interest
that has an
alphabetic or alphanumeric, as applicable, designation that, when
preceded by
"X-CL-", is the same as the alphabetic or alphanumeric, as the case
may be,
designation for such Class X-CL REMIC III Component; and (c) with
respect to any
Class X-CP REMIC III Component, the REMIC II Regular Interest that
has an
alphabetic or alphanumeric, as applicable, designation that, when
preceded by
"X-CP-", is the same as the alphabetic or alphanumeric, as the case
may be,
designation for such Class X-CP REMIC III Component.
"Corresponding Class X-CP REMIC III Component" shall mean, with
respect to any Class X-CL REMIC III Component, any Class X-CP REMIC
III
Component that has the same Corresponding REMIC II Regular Interest
as such
Class X-CL REMIC III Component. If the Corresponding REMIC II
Regular Interest
for any Class X-CL REMIC III Component is not also a Corresponding
REMIC II
Regular Interest for a Class X-CP REMIC III Component, then such
Class X-CL
REMIC III Component shall not have a Corresponding Class X-CP REMIC
III
Component.
"Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS
Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to
Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement, (i) if such
Trust
Mortgage Loan has an original principal balance equal to or less
than
$10,000,000, the entire amount of such costs and expenses, but only
in the event
such costs and expenses exceed a threshold of $10,000, and (ii) if
such Trust
Mortgage Loan has an original principal balance greater than
$10,000,000, the
entire amount of such costs and expenses, but only in the event
such costs and
expenses exceed a threshold of $25,000. In the case of each of
clauses (i) and
(ii) above in this definition, in the event the subject costs and
expenses do
not exceed the required threshold stated in the subject clause, the
"Covered
Costs" shall be $0.
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"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided that no Loan
Combination shall
constitute a Cross-Collateralized Group.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-defaulted and cross-collateralized with any other
Mortgage Loan;
provided that none of the Mortgage Loans in a Loan Combination
shall constitute
a Cross-Collateralized Mortgage Loan.
"Custodial Account" shall mean the Pool Custodial Account or any
Loan Combination Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for some
or all of the
Mortgage Files, which Person shall not be the Depositor, a Mortgage
Loan Seller
or an Affiliate of the Depositor or a Mortgage Loan Seller. If no
such custodian
has been appointed, or if such custodian has been so appointed but
the Trustee
shall have terminated such appointment, then the Trustee shall be
the Custodian.
"Cut-off Date" shall mean January 11, 2006.
"Cut-off Date Balance" shall mean, with respect to any Mortgage
Loan, the outstanding principal balance of such Mortgage Loan as of
the Cut-off
Date, net of all unpaid payments of principal due in respect
thereof on or
before such date.
"Deemed Fixed Gross Rate" shall mean, with respect to any REMIC I
Regular Interest related to a Split Trust Mortgage Loan or Split
REO Trust
Mortgage Loan, the rate per annum set forth below next to the
alphabetic or
alphanumeric designation for such REMIC I Regular Interest.
REMIC I Regular
Deemed Fixed
Interest Designation
Gross Rate
--------------------
------------------
ICB-A
5.60500% per annum
ICB-B
5.04512% per annum
UH-26-A
5.68800% per annum
UH-26-B
5.82631% per annum
UH-SAC-A
5.60700% per annum
UH-SAC-B
6.50365% per annum
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to
the Trust (or,
if applicable, a Serviced Non-Trust Mortgage Loan Noteholder) in
respect of any
Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.
"Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), any
amounts collected thereon (other than late payment charges and
Prepayment
Consideration) that represent penalty interest (arising out of a
default) in
excess of (i) interest accrued on the principal balance of such
Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), at the
related Mortgage Rate (net of any applicable Additional Interest
Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD
Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after
the related
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Anticipated Repayment Date, any Additional Interest; and (b) with
respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), any comparable penalty interest Received by
the Trust
with respect thereto.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.20(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Mortgage Loan, the Government Securities required or permitted to
be pledged in
lieu of prepayment pursuant to the terms thereof in order to obtain
a release of
the related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto
in Section 3.04(a).
"Defeasance Mortgage Loan" shall mean any Mortgage Loan that
permits
the related Mortgagor to pledge Defeasance Collateral to the holder
of such
Mortgage Loan in connection with obtaining the release of all or
any portion of
the related Mortgaged Property (or permits the holder of such
Mortgage Loan to
require the related Mortgagor to pledge Defeasance Collateral to
the holder of
such Mortgage Loan in lieu of prepayment).
"Defeasance Serviced Trust Mortgage Loan" shall mean any Defeasance
Trust Mortgage Loan that is also a Serviced Trust Mortgage Loan.
"Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Defeasance Mortgage Loan.
"Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered Certificate that has been issued as a Definitive
Certificate.
"Definitive Subordinate Certificate" shall mean any Subordinate
Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean SASCO II.
"Depositor Backup Certification" shall have the meaning assigned
thereto in Section 8.15(j).
"Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section
5.03(c). The
nominee of the initial Depository for purposes of registering those
Certificates
that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at
all times be a "clearing corporation" as defined in Section
8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing
agency"
registered pursuant to the provisions of Section 17A of the
Exchange Act.
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"Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Determination
Date with respect to each Loan Combination and all related matters,
and (ii) the
Trust Determination Date with respect to the Mortgage Pool
(exclusive of those
Trust Mortgage Loans and any REO Trust Mortgage Loans that are part
of a Loan
Combination) and all related matters.
"Directly Operate" shall mean, with respect to any Administered REO
Property, the furnishing or rendering of services to the tenants
thereof, the
management or operation of such Administered REO Property, the
holding of such
REO Property primarily for sale or lease, the performance of any
construction
work thereon or any use of such Administered REO Property in a
trade or business
conducted by REMIC I (or, if held thereby, any related Loan REMIC)
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
Special Servicer or any Sub-Servicer on behalf of the Trustee)
shall not be
considered to Directly Operate an Administered REO Property solely
because the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such Administered REO Property.
"Discount Rate" shall mean, with respect to any prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, for purposes of
allocating any
Prepayment Consideration Received by the Trust with respect thereto
among the
respective Classes of the YM Principal Balance Certificates, a rate
which, when
compounded monthly, is equivalent to the Yield Maintenance Treasury
Rate, when
compounded semi-annually.
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Residual Interest Certificate, any Non-United States Tax
Person or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest Certificate and, for purposes of Treasury
regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code,
(b) certifies
that it understands that, for purposes of Treasury regulations
section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS
Form W-8ECI
or successor form and has agreed to update such form as required
under the
applicable Treasury regulations; or (2) a Non-United States Tax
Person that has
delivered to the Transferor, the Trustee and the Certificate
Registrar an
opinion of nationally recognized tax counsel to the effect that (x)
the Transfer
of such Residual Interest Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Residual Interest Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that is exempt from the tax
imposed by
Chapter 1 of
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the Code (unless such organization is subject to the tax imposed by
Section 511
of the Code on unrelated business income); (iii) rural electric and
telephone
cooperatives described in Section 1381 of the Code; or (iv) any
other Person so
designated by the Trustee or the Tax Administrator based upon an
Opinion of
Counsel that the holding of an Ownership Interest in a Residual
Interest
Certificate by such Person may cause the Trust Fund 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
Interest Certificate to such Person. The terms "United States",
"State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Disqualified Partnership" shall mean any domestic entity
classified
as a partnership under the Code if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates for any Distribution Date,
subject to
Section 4.05(b), an amount of interest equal to (a) the amount of
Accrued
Certificate Interest in respect of such Class of Certificates for
the related
Interest Accrual Period, reduced (to not less than zero) by (b)
that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates as provided below. For
purposes of
the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each
Distribution Date shall be allocated:
(i)
to each Class of the Class IUU Certificates, in an amount
equal to the lesser of (A) the amount of Accrued Certificate
Interest with
respect to the subject Class of Class IUU Certificates for the
related
Interest Accrual Period and (B) the product of (1) the aggregate
portion,
if any, of such Net Aggregate Prepayment Interest Shortfall that is
allocable to the STML Group B REMIC I Regular Interests in
accordance with
the definition of "Uncertificated Distributable Interest" herein,
multiplied by (2) a fraction (not greater than one or less than
zero), the
numerator of which is equal to the amount of Accrued Certificate
Interest
with respect to the subject Class of Class IUU Certificates for the
related Interest Accrual Period, and the denominator of which is
the
aggregate amount of Accrued Certificate Interest with respect to
all of
the Class IUU Certificates for the related Interest Accrual Period;
and
(ii)
to each other Class of Regular Interest Certificates in an
amount equal to the lesser of (A) the amount of Accrued Certificate
Interest with respect to the subject Class of Regular Interest
Certificates for the related Interest Accrual Period and (B) the
product
of (1) the entire amount of such Net Aggregate Prepayment Interest
Shortfall (exclusive of any portion thereof that is allocable to
the Class
IUU Certificates), multiplied by (2) a fraction, the numerator of
which is
equal to the amount of Accrued Certificate Interest with respect to
the
subject Class of Regular Interest Certificates for the related
Interest
Accrual Period, and the denominator of which is equal to the
aggregate
amount of Accrued Certificate Interest with respect to all the
Classes of
Regular Interest Certificates (exclusive of the Class IUU
Certificates)
for the related Interest Accrual Period.
For purposes of clause (i) of this definition, the aggregate
portion, if any, of any Net Aggregate Prepayment Interest Shortfall
for any
Distribution Date that is allocable to the STML Group B REMIC I
Regular
Interests in accordance with the definition of "Uncertificated
Distributable
Interest" herein shall equal the aggregate amount by which the
Uncertificated
Distributable Interest with
-35-
respect to the STML Group B REMIC I Regular Interests for such
Distribution Date
is reduced as a result of the portion of such Net Aggregate
Prepayment Interest
Shortfall that is attributable to the Split Trust Mortgage Loans.
"Distributable Component Interest" shall mean, with respect to any
REMIC III Component of either Class of Interest-Only Certificates
for any
Distribution Date, subject to Section 4.05(b), an amount of
interest equal to
(a) the amount of Accrued Component Interest in respect of such
REMIC III
Component for the related Interest Accrual Period, reduced (to not
less than
zero) by (b) the product of (i) the entire portion of any Net
Aggregate
Prepayment Interest Shortfall for such Distribution Date that was
allocated to
such Class of Interest-Only Certificates in accordance with the
definition of
"Distributable Certificate Interest", multiplied by (ii) a
fraction, the
numerator of which is the amount of any Accrued Component Interest
in respect of
such REMIC III Component for the related Interest Accrual Period,
and the
denominator of which is the amount of the Accrued Certificate
Interest in
respect of such Class of Interest-Only Certificates for the related
Interest
Accrual Period.
"Distribution Date" shall mean the date each month, commencing in
February 2006, on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the fourth
Business Day
following the Trust Determination Date in such calendar month.
"Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Mortgage Loan on or
prior to its Stated Maturity Date, the day of the month set forth
in the related
Mortgage Note on which each Monthly Payment on such Mortgage Loan
is scheduled
to be first due; (ii) with respect to any Mortgage 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 Mortgage Loan had been scheduled
to be first
due; and (iii) with respect to any REO Mortgage Loan, the day of
the month set
forth in the related Mortgage Note on which each Monthly Payment on
the related
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Trust Mortgage Loan" shall mean, subject to
Section 2.06(b), any Trust Mortgage Loan that provides the related
Mortgagor
with the option to defease such Trust Mortgage Loan in its entirety
prior to the
second anniversary of the Closing Date. The Early Defeasance Trust
Mortgage
Loans, if any, are identified on Schedule VII hereto. If Schedule
VII hereto
does not identify any Trust Mortgage Loan as an Early Defeasance
Trust Mortgage
Loan, then Section 2.06(b) shall apply.
"Earnout Trust Mortgage Loan" shall mean a Trust Mortgage Loan that
is secured by one of the following Mortgaged Properties: Sterling
Portfolio
(loan number 13); Williamsburg Manor (loan number 38); Woodhill
Plaza (loan
number 62); Dinero Plaza (loan number 100); and Fulton Street (loan
number
30A1).
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with
a federal or state chartered depository institution or trust
company, the
long-term deposit or unsecured debt obligations of
-36-
which are rated at least "AA-" (or, if such depository institution
or trust
company has short-term unsecured debt obligations rated at least
"A-1" by S&P,
at least "A-") by S&P, at least "AA-" by Fitch and, if
applicable, at least
"Aa3" by Moody's (or, in the case of either Rating Agency or, if
applicable,
Moody's, such lower rating as will not result in an Adverse Rating
Event with
respect to any Class of Certificates or, if applicable, any class
of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by such
Rating
Agency or, if applicable, Moody's, as evidenced in writing by such
Rating Agency
or, if applicable, Moody's) at any time funds are on deposit
therein (if such
funds are to be held for more than 30 days), or the short-term
deposits of which
are rated at least "A-1" by S&P, at least "F-1" by Fitch and,
if applicable, at
least "P-1" by Moody's (or, in the case of either Rating Agency or,
if
applicable, Moody's, such lower rating as will not result in an
Adverse Rating
Event with respect to any Class of Certificates or, if applicable,
any class of
Specially Designated Non-Trust Mortgage Loan Securities, that is
rated by such
Rating Agency or, if applicable, Moody's, as evidenced in writing
by such Rating
Agency or, if applicable, Moody's) at any time funds are on deposit
therein (if
such funds are to be held for 30 days or less); or (ii) a
segregated trust
account maintained with the trust department of a federal or state
chartered
depository institution or trust company acting in its fiduciary
capacity (which
may be the Trustee), which has a combined capital and surplus of at
least
$50,000,000, has long-term deposit or unsecured debt obligations
that are rated
at least investment grade by each Rating Agency and, if applicable,
by Moody's,
is subject to supervision or examination by federal or state
authority and, in
the case of a state chartered depository institution or trust
company, is
subject to regulations regarding fiduciary funds on deposit therein
substantially similar to 12 CFR ss. 9.10(b); or (iii) any other
account, the use
of which would not, in and of itself, cause an Adverse Rating Event
with respect
to any Class of Certificates or, if applicable, any class of
Specially
Designated Non-Trust Mortgage Loan Securities that, in any event,
is rated by
either Rating Agency or, if applicable, Moody's, as evidenced in
writing by such
Rating Agency or, if applicable, Moody's; provided that the
references to
Moody's and to the ratings thereof in clauses (i), (ii) and (iii)
of this
definition shall not apply unless the account in question relates
solely to a
Serviced Loan Combination that includes one or more Specially
Designated
Securitized Non-Trust Mortgage Loans or any successor REO Mortgage
Loans with
respect thereto that back Specially Designated Non-Trust Mortgage
Loan
Securities rated by Moody's.
"Enhancement/Support Provider" shall mean any enhancement or
support
provider contemplated by Item 1114(b) or Item 1115 of Regulation AB
with respect
to the Trust Fund or any one or more Classes of Certificates.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie
Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments,
each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Serviced
Mortgage Loans identified on Schedule IV hereto.
-37-
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor
for
application toward the payment of real estate taxes, assessments,
insurance
premiums, ground rents (if applicable) and other items for which an
escrow has
been created in respect of the related Mortgaged Property.
"Euroclear" shall mean The Euroclear System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Excess Defeasance Deposit Proceeds" shall mean, with respect to an
Early Defeasance Trust Mortgage Loan for which the related
Mortgagor has
exercised its option to defease such Trust Mortgage Loan prior to
the second
anniversary of the Closing Date, subject to Section 2.06(b), the
excess, if any,
of any cash amount tendered by such Mortgagor in order to purchase
Defeasance
Collateral or other permitted collateral for purposes of defeasing
such Trust
Mortgage Loan in accordance with the related loan documents, over
an amount
equal to, with respect to such Trust Mortgage Loan, the aggregate
of the amounts
specified in clauses (a) through (e) of the definition of "Purchase
Price" in
this Agreement.
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Trust Mortgage Loan or an Administered REO Property, net
of (i)
interest on any related Advances, (ii) any related Servicing
Advances, (iii) any
Liquidation Fee payable from such Net Liquidation Proceeds, and
(iv) in the case
of a Trust Mortgage Loan that is part of, or an REO Property that
relates to, a
Serviced Loan Combination, the portion of such Net Liquidation
Proceeds payable
to the related Non-Trust Mortgage Loan Noteholder(s), over (b) the
amount needed
to pay off the subject Trust Mortgage Loan or the related REO Trust
Mortgage
Loan, as applicable, in full.
"Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the
Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE],
as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1".
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Act Reportable Event" shall mean: (a) with respect to the
Trustee or, if and to the extent specifically applicable thereto or
to its
duties on behalf of the Trustee, any Servicing Representative or
other agent of
the Trustee or any Trustee Appointee, any Trustee Reportable Event;
(b) with
respect to the Master Servicer or, if and to the extent
specifically applicable
thereto or to its duties on behalf of the Master Servicer, any
Servicing
Representative or other agent of the Master Servicer, any Master
Servicer
Reportable Event; and (c) with respect to the Special Servicer or,
if and to the
extent specifically applicable thereto or to its duties on behalf
of the Special
Servicer, any Servicing Representative or other agent of the
Special Servicer,
any Special Servicer Reportable Event.
-38-
"Exchange Act Reporting Year" shall mean each of: (a) the Trust's
fiscal year 2006; and (b) any subsequent fiscal year of the Trust,
but only if
as of the beginning of such subsequent fiscal year of the Trust,
the Registered
Certificates are held in the aggregate by at least 300 holders
(which may
consist of (i) in the case of Registered Certificates held in
definitive form,
direct Holders of such Definitive Certificates, and/or (ii) in the
case of
Registered Certificates held in book-entry form through the
Depository,
Depository Participants having accounts with the Depository).
"Exchange Act Reports" shall have the meaning assigned thereto in
Section 8.15(a).
"Exemption-Favored Party" shall mean any of (i) Lehman Brothers,
(ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Lehman
Brothers, and
(iii) any member of any underwriting syndicate or selling group of
which any
Person described in clauses (i) and (ii) is a manager or co-manager
with respect
to a Class of Investment Grade Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FASB 140" shall mean the Financial Accounting Standards Board's
Statement No. 140, entitled "Accounting for Transfers and Servicing
of Financial
Assets and Extinguishment of Liabilities", issued in September
2002.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the
Certificates in
connection with a termination of the Trust Fund pursuant to Article
IX.
"Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage
Loan or
Administered REO Property that there has been a recovery of all
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or
recoveries that the Special Servicer has determined, in accordance
with the
Servicing Standard, will be ultimately recoverable; provided that
the term
"Final Recovery Determination" shall not apply to (i) a Specially
Serviced
Mortgage Loan that was paid in full; or (ii) a Specially Serviced
Trust Mortgage
Loan or Administered REO Property, as the case may be, that was the
subject of a
Permitted Purchase; and provided, further, that the term "Final
Recovery
Determination" shall include any comparable determination made with
respect to
an Outside Serviced Trust Mortgage Loan or any related REO Property
by a related
Outside Servicer pursuant to the related Outside Servicing
Agreement.
"Fiscal Agent" shall mean any fiscal agent appointed by the Trustee
as provided in Section 8.17.
"Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence,
"Fitch" shall
be deemed to refer to such other nationally recognized statistical
rating agency
or other comparable Person designated by the Depositor, notice of
which
designation shall be given to the Trustee, any Fiscal Agent, the
Master Servicer
and the Special
-39-
Servicer, and specific ratings of Fitch, Inc. herein referenced
shall be deemed
to refer to the equivalent ratings of the party so designated.
"Form 8-K" shall mean Exchange Act Form 8-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing current reports under
Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule
15d-11, and for
reports of nonpublic information required to be disclosed by
Regulation FD (17
CFR 243.100 and 243.101). For purposes of this Agreement, "Form
8-K" shall be
deemed to include any successor or equivalent Exchange Act form
adopted by the
Commission.
"Form 8-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 8-K.
"Form 10-D" shall mean Exchange Act Form 10-D, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing distribution reports
under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or
Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-D Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 10-D.
"Form 10-K" shall mean Exchange Act Form 10-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing annual reports
pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is
prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of
the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 10-K.
"FV Bid" shall have the meaning assigned thereto in Section
3.18(d).
"FV Price" shall have the meaning assigned thereto in Section
3.18(c).
"GAAP" shall mean generally accepted accounting principles in the
United States of America.
"General Special Servicer" shall have the meaning assigned thereto
in Section 7.01(e).
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"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule
144A Global
Certificate or the related Regulation S Global Certificate.
"Government Securities" shall mean "Government Securities" as
defined in Section 2(a)(16) of the Investment Company Act of 1940,
excluding any
such securities that are not acceptable to either Rating Agency as
Defeasance
Collateral.
"Grantor Trust" shall mean, subject to Section 2.05(b), that
certain
"grantor trust" (within the meaning of the Grantor Trust
Provisions) consisting
of the Grantor Trust Assets.
"Grantor Trust Assets" shall mean, subject to Section 2.05(b), any
collections of Additional Interest Received by the Trust with
respect to any ARD
Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect
thereto.
"Grantor Trust Provisions" shall mean Subpart E of Part 1 of
Subchapter J of the Code, including Treasury regulations section
301.7701-4(c)(2).
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Group IUU REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest IUU-1, REMIC II Regular Interest IUU-2, REMIC II
Regular
Interest IUU-3, REMIC II Regular Interest IUU-4, REMIC II Regular
Interest
IUU-5, REMIC II Regular Interest IUU-6, REMIC II Regular Interest
IUU-7, REMIC
II Regular Interest IUU-8, REMIC II Regular Interest IUU-9 and
REMIC II Regular
Interest IUU-10.
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including those so
identified
pursuant to CERCLA or any other federal, state or local
environmental related
laws and regulations now existing or hereafter enacted, and
specifically
including asbestos and asbestos-containing materials,
polychlorinated biphenyls,
radon gas, petroleum and petroleum products and urea formaldehyde.
"Holder" shall mean a Certificateholder.
"HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the
Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Controlling
Class Certificateholder, any Class IUU Certificateholder, any
Non-Trust Mortgage
Loan Noteholder 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, any Mortgage Loan Seller, the Master Servicer,
the Special
Servicer, any Controlling Class Certificateholder, any Class IUU
Certificateholder, any Non-Trust Mortgage Loan Noteholder, or any
Affiliate
thereof, and (iii) is not connected with the Depositor, any
Mortgage Loan
Seller, the Master Servicer, the Special
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Servicer, any Controlling Class Certificateholder, any Class IUU
Certificateholder, any Non-Trust Mortgage Loan Noteholder or any
Affiliate
thereof as an officer, employee, promoter, underwriter, trustee,
partner,
director or Person performing similar functions; provided, however,
that a
Person shall not fail to be Independent of the Depositor, a
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, a Controlling
Class
Certificateholder, a Class IUU Certificateholder, a Non-Trust
Mortgage Loan
Noteholder 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, such
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
such
Controlling Class Certificateholder, such Class IUU
Certificateholder, such
Non-Trust Mortgage Loan Noteholder or any Affiliate thereof, as the
case may be;
provided that such ownership constitutes less than 1% of the total
assets owned
by such Person.
"Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five years experience in the subject
property type and
market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to REMIC I (or, solely for
purposes of an
Early Defeasance Trust Mortgage Loan or any corresponding REO
Property, any
related Loan REMIC) within the meaning of Section 856(d)(3) of the
Code if such
REMIC Pool were a real estate investment trust (except that the
ownership test
set forth in that section shall be considered to be met by any
Person that owns,
directly or indirectly, 35 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 be at no expense to the Master Servicer, the
Special
Servicer, the Trustee or the Trust Fund, delivered to the Trustee
(and, if a
Serviced Loan Combination is involved, to the related Serviced
Non-Trust
Mortgage Loan Noteholder(s)), provided that (i) such REMIC Pool
does not receive
or derive any income from such Person and (ii) the relationship
between such
Person and such REMIC Pool is at arm's length, all within the
meaning of
Treasury regulations section 1.856-4(b)(5); or (b) any other Person
upon receipt
by the Trustee (and, if a Serviced Loan Combination is involved, by
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) of an Opinion of
Counsel, which
shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee
or the Trust Fund, to the effect that the taking of any action in
respect of any
Administered REO Property by such Person, subject to any conditions
therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor, will not cause such Administered REO Property to cease
to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for
purposes of Section 860D(a) of the Code, or cause any income
realized in respect
of such Administered REO Property to fail to qualify as Rents from
Real
Property, due to such Person's failure to be treated as an
Independent
Contractor.
"Initial Bidder" shall have the meaning assigned thereto in Section
3.18(d).
"Initial Deposit" shall mean, with respect to each Initial Deposit
Mortgage Loan, if any, the supplemental payment from the related
Mortgage Loan
Seller identified on Schedule V hereto, in the amount specified for
such Initial
Deposit Mortgage Loan on Schedule V hereto.
"Initial Deposit Mortgage Loans" shall mean each of the Trust
Mortgage Loans, if any, identified on Schedule V hereto.
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"Initial Pool Balance" shall mean the aggregate of the Cut-off Date
Balances of all the Trust Mortgage Loans.
"Initial Resolution Period" shall have the meaning assigned thereto
in Section 2.03(a).
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3)
and (7) of
Rule 501(a) under the Securities Act or any entity in which all of
the equity
owners come within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage Loan,
any hazard insurance policy, flood insurance policy, title policy,
Environmental
Insurance Policy or other insurance policy that is maintained from
time to time
in respect of such Mortgage Loan or the related Mortgaged Property.
"Insurance Proceeds" shall mean the proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to
the restoration
of the related Mortgaged Property, released to the Mortgagor, or
any tenants or
ground lessors, as the case may be, pursuant to the terms of the
related
Mortgage or lease, in accordance with the Servicing Standard.
"Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(d).
"Intel Corporate Building Mortgaged Property" shall mean the
Mortgaged Property identified on the Trust Mortgage Loan Schedule
as Intel
Corporate Building.
"Intel Corporate Building Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by mortgage
loan number 18, and is secured by a Mortgage on the Intel Corporate
Building
Mortgaged Property.
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any
Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular Interest,
any Class of Regular Interest Certificates or any particular REMIC
III Component
of a Class of Interest-Only Certificates, in each case consisting
of one of the
following: (i) a 360-day year consisting of twelve 30-day months;
(ii) actual
number of days elapsed in a 360-day year; (iii) actual number of
days elapsed in
a 365-day year; or (iv) actual number of days elapsed in an actual
calendar year
(taking account of leap year).
"Interest Accrual Period" shall mean, with respect to any
Distribution Date, the period commencing on the 11th calendar day
of the month
immediately preceding the month in which such Distribution Date
occurs and
ending on the 10th calendar day of the month in which such
Distribution Date
occurs.
"Interest-Only Certificates" shall mean, collectively, the Class
X-CL and Class X-CP Certificates.
"Interested Person" shall mean the Depositor, the Master Servicer,
the Special Servicer, the Trustee, any Fiscal Agent, any
Certificateholder, or
any Affiliate of any such Person.
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"Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account)
created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as
Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1".
"Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs during the calendar month of January
(except in a
leap year) or during the calendar month of February, an amount
equal to one
day's interest accrued at the related Mortgage Rate (net of the
related
Additional Interest Rate, in the case of an ARD Trust Mortgage Loan
or any
successor REO Trust Mortgage Loan with respect thereto after the
related
Anticipated Repayment Date, and net of the related Outside
Servicing Fee Rate
(or, if the related Outside Servicing Fee accrues on a 30/360
Basis, the
Actual/360 Equivalent of the related Outside Servicing Fee Rate),
in the case of
an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto) on the related Stated Principal Balance as of
the Due Date
in the month in which such Distribution Date occurs (but prior to
the
application of any amounts due on such Due Date), to the extent
that a Monthly
Payment or an Assumed Monthly Payment, as applicable, is Received
by the Trust
in respect thereof for such Due Date as of the related
Determination Date or a
P&I Advance is made under this Agreement in respect thereof for
such Due Date by
such Distribution Date; provided that any Supplemental Interest
Reserve Amounts
delivered by the Depositor or any Mortgage Loan Seller to the
Trustee shall also
be deemed to be Interest Reserve Amounts. Any Interest Reserve
Amount with
respect to either a Split Trust Mortgage Loan that is an Interest
Reserve
Mortgage Loan or a Split REO Trust Mortgage Loan that is an
Interest Reserve REO
Mortgage Loan, for any Distribution Date that occurs during the
calendar month
of January (except in a leap year) or during the calendar month of
February,
shall be allocated: first, to the related STML Group A REMIC I
Regular Interest,
up to an amount equal to one day's interest at the related Deemed
Fixed Gross
Rate on the related Uncertificated Principal Balance immediately
prior to such
Distribution Date; and second, to the related to the related STML
Group B REMIC
I Regular Interest, up to the remaining portion of such Interest
Reserve Amount;
provided that any Supplemental Interest Reserve Amount with respect
to any Split
Trust Mortgage Loan shall be allocated entirely to the related STML
Group A
REMIC I Regular Interest.
"Interest Reserve Mortgage Loan" shall mean any Trust Mortgage Loan
that accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO Trust
Mortgage Loan as to which the predecessor Trust Mortgage Loan was
an Interest
Reserve Mortgage Loan.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate that is rated in one of the four
highest generic
rating categories by at least one Rating Agency.
"Investment Period" shall mean: (a) with respect to any investment
of funds in any Master Servicer Account (other than a Custodial
Account) or any
REO Account, the period that ends at the close of business (New
York City time)
on each Trust Determination Date (or, if the subject Investment
Account relates
solely to a Serviced Loan Combination, on each related Loan
Combination
Determination Date) and commences immediately following the end of
the prior
such period (or, in the
-44-
case of the first such period, commences on the Closing Date); (b)
with respect
to any investment of funds in the Pool Custodial Account, the
Interest Reserve
Account or the Excess Liquidation Proceeds Account, the period that
ends at the
close of business (New York City time) on the Business Day prior to
each Trust
Master Servicer Remittance Date and commences immediately following
the end of
the prior such period (or, in the case of the first such period,
commences on
the Closing Date); (c) with respect to any investment of funds in
any Loan
Combination Custodial Account, the period that ends at the close of
business
(New York City time) on the Business Day prior to each related Loan
Combination
Master Servicer Remittance Date and commences immediately following
the end of
the prior such period (or, in the case of the first such period,
commences on
the Closing Date); and (d) with respect to any investment of funds
in the
Collection Account, the period that ends at the close of business
(New York City
time) on each Trust Master Servicer Remittance Date and commences
immediately
following the end of the prior such period (or, in the case of the
first such
period, commences on the Closing Date); provided that, if and to
the extent that
the depository institution maintaining any REO Account, Custodial
Account or
Trustee Account is the obligor on any investment of funds in such
Investment
Account, and if such funds are to be transferred to another
Investment Account
or distributed to Certificateholders or any Serviced Non-Trust
Mortgage Loan
Noteholder on the Business Day following the end of any particular
Investment
Period (determined without regard to this proviso) for such
investment, then
such Investment Period shall be deemed extended through such time
on such next
succeeding Business Day when such transfer or distribution is to
occur.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"LaSalle" shall mean LaSalle Bank National Association or its
successor in interest.
"Late Collections" shall mean: (a) with respect to any Trust
Mortgage Loan, all amounts Received by the Trust in connection
therewith during
any related Collection Period, whether as payments, Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which
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
Trust Mortgage Loan due or deemed due on a Due Date in a previous
related
Collection Period, or on a Due Date coinciding with or preceding
the Cut-off
Date, and not previously recovered; and (b) with respect to any REO
Trust
Mortgage Loan, all amounts Received by the Trust in connection with
the related
REO Property during any related Collection Period, whether as
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues
or
otherwise, which 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 predecessor Trust Mortgage Loan,
or the
principal and/or interest portions of an Assumed Monthly Payment in
respect of
such REO Trust Mortgage Loan, due or deemed due on a Due Date in a
previous
related Collection Period and not previously recovered.
"LBHI" shall mean Lehman Brothers Holdings Inc. or its successor in
interest.
"LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of January 20,
2006, between
LBHI and the Depositor.
"LBHI Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LBHI to the Depositor, pursuant to the
LBHI/Depositor Mortgage
Loan Purchase Agreement.
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"Legal Final Distribution Date" shall mean, with respect to any
Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular
Interest, any Class of Regular Interest Certificates (exclusive of
the
Interest-Only Certificates) or any particular REMIC III Component
of a Class of
Interest-Only Certificates, the "latest possible maturity date"
thereof,
calculated solely for purposes of satisfying Treasury regulations
section
1.860G-1(a)(4)(iii).
"Lehman Brothers" shall mean Lehman Brothers Inc. or its successor
in interest.
"Lehman Mortgage Loan Seller" shall mean: (a) LBHI in matters
relating to a LBHI Trust Mortgage Loan; and (b) LUBS in matters
relating to a
LUBS Trust Mortgage Loan.
"Lehman Trust Mortgage Loan" shall mean any LBHI Trust Mortgage
Loan
or LUBS Trust Mortgage Loan, as applicable.
"Liquidation Event" shall mean: (a) with respect to any Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, any of the
following
events--(i) such Mortgage Loan is paid in full, (ii) a Final
Recovery
Determination is made with respect to such Mortgage Loan, or (iii)
in the case
of a Trust Mortgage Loan, such Mortgage Loan is the subject of a
Permitted
Purchase; and (b) with respect to any REO Property (and the related
REO Mortgage
Loan(s)), any of the following events--(i) a Final Recovery
Determination is
made with respect to such REO Property, or (ii) such REO Property
is the subject
of a Permitted Purchase.
"Liquidation Expenses" shall mean 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 Mortgage Loan pursuant to Section 3.09 or in
connection with
the sale of a Specially Serviced Mortgage Loan or an Administered
REO Property
in accordance with Section 3.18, or in connection with the final
payoff of a
Corrected Mortgage Loan (including legal fees and expenses,
committee or referee
fees and, if applicable, brokerage commissions and conveyance
taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain
specified events in
respect of a Specially Serviced Mortgage Loan or an Administered
REO Property
pursuant to, Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or Administered REO Property as to which a
Liquidation
Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues)
Received by the
Trust (or, in the case of a Serviced Loan Combination or any
related
Administered REO Property, collected on behalf of the Trust and/or
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with:
(i) the full
or partial liquidation of a Mortgaged Property or other collateral
constituting
security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure
sale, REO Disposition or otherwise, exclusive of any portion
thereof required to
be released to the related Mortgagor in accordance with applicable
law and the
terms and conditions of the related Mortgage Note and Mortgage;
(ii) the
realization upon any deficiency judgment obtained against a
Mortgagor; (iii) a
Permitted Purchase; or (iv) except for purposes of Section 3.11(c),
the transfer
of any Loss of Value Payments from the Loss of Value Reserve Fund,
or the
deposit of any other payments contemplated by Section 2.03(d), in
any event to
the Pool Custodial Account.
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"LNR" shall mean LNR Partners, Inc. or its successor-in-interest.
"Loan Combination" shall mean any group of two or more mortgage
loans, at least one of which mortgage loans is included in the
Trust Fund and at
least one of which mortgage loans is not included in the Trust
Fund, and all of
which mortgage loans are secured by the same Mortgage(s) on the
same Mortgaged
Property or Properties, as applicable. The Loan Combinations are
the 888 Seventh
Avenue Loan Combination and the Serviced A/B Loan Combinations.
"Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the 888
Seventh Avenue
Collection Period with respect to the 888 Seventh Avenue Loan
Combination and
all related matters, (ii) the One Financial Center Collection
Period with
respect to the One Financial Center Loan Combination and all
related matters,
(iii) the Triangle Town Center Collection Period with respect to
the Triangle
Town Center Loan Combination and all related matters, and (iv) the
Trust
Collection Period with respect to each other Loan Combination and
all related
matters.
"Loan Combination Custodial Account" shall mean, with respect to
each Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Master Servicer pursuant to Section 3.04A on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the 888
Seventh Avenue
Determination Date with respect to the 888 Seventh Avenue Loan
Combination and
all related matters, (ii) the One Financial Center Determination
Date with
respect to the One Financial Center Loan Combination and all
related matters,
(iii) the Triangle Town Center Determination Date with respect to
the Triangle
Town Center Loan Combination and all related matters, and (iv) the
Trust
Determination Date with respect to each other Loan Combination and
all related
matters.
"Loan Combination Master Servicer Remittance Date" shall mean, with
respect to any Serviced Loan Combination, the date of each month,
commencing in
February 2006, on which, among other things, the Master Servicer is
required to
make normal monthly remittances to the related Serviced Non-Trust
Mortgage Loan
Noteholder(s), which date shall be: (a) with respect to the 888
Seventh Avenue
Loan Combination, the 888 Seventh Avenue Master Servicer Remittance
Date in such
calendar month; (b) with respect to the One Financial Center Loan
Combination,
the One Financial Center Master Servicer Remittance Date in such
calendar month;
(c) with respect to the Triangle Town Center Loan Combination, the
Triangle Town
Center Master Servicer Remittance Date in such calendar month; and
(d) with
respect to any other Serviced Loan Combination, the Business Day
immediately
preceding the Distribution Date in such calendar month.
"Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
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"Loan Combination Servicing Reports" shall mean, with respect to
each Serviced Loan Combination, each of the CMSA Delinquent Loan
Status Report,
CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA
Advance Recovery Report, CMSA Loan Level Reserve/LOC Reserve, CMSA
Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff
Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial
File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement
Analysis,
CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report, each
as may be modified to reflect the fact that only the related
Mortgaged Property
or Properties or any related REO Property or Properties, as the
case may be,
shall be the subject of such report.
"Loan Combination-Specific Special Servicer" shall have the meaning
assigned thereto in Section 7.01(e).
"Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached
hereto, and
setting forth for each Serviced Mortgage Loan as to which written
notice of
anticipated payoff has been received by the Master Servicer as of
the related
Determination Date preceding the delivery of such report, among
other things,
the loan number, the property name, the ending scheduled loan
balance for the
related Collection Period ending on such Determination Date, the
expected date
of payment, the expected related Distribution Date and the
estimated amount of
the Prepayment Consideration due (if any).
"Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b), the segregated pool of
assets, as to
which a separate REMIC election is to be made, consisting of: (i)
such Trust
Mortgage Loan (for so long as it is subject to this Agreement) and
all payments
under and proceeds of such Trust Mortgage Loan Received by the
Trust after the
Closing Date (other than scheduled payments of interest and
principal due on or
before the Cut-off Date), together with all documents included in
the related
Mortgage File; (ii) any REO Property acquired in respect of such
Trust Mortgage
Loan (for so long as it is subject to this Agreement) and all
income and
proceeds therefrom; (iii) such funds or assets as from time to time
are
deposited in the Pool Custodial Account, the Collection Account,
the Interest
Reserve Account and, if established, the Pool REO Account with
respect to such
Trust Mortgage Loan or any related REO Property; and (iv) insofar
as they relate
to such Trust Mortgage Loan or any related REO Property, the rights
of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement
(but only if
such Trust Mortgage Loan is a UBS Trust Mortgage Loan); provided
that none of
the Loan REMICs shall include (x) any collections of Additional
Interest or (y)
the Loss of Value Reserve Fund or any amounts on deposit therein.
"Loan REMIC Interest" shall mean, subject to Section 2.06(b),
either
a Loan REMIC Regular Interest or a Loan REMIC Residual Interest.
"Loan REMIC Regular Interest" shall mean, subject to Section
2.06(b), the uncertificated "regular interest" within the meaning
of Section
860G(a)(1) of the Code, in a Loan REMIC.
"Loan REMIC Remittance Rate" shall mean: (a) with respect to any
Loan REMIC Regular Interest that, as of the Closing Date,
corresponds to a Trust
Mortgage Loan that accrues interest on a 30/360 Basis, a rate per
annum that is,
for any Interest Accrual Period, equal to (i) the Mortgage Rate in
effect for
such corresponding Trust Mortgage Loan as of the Closing Date
(without regard to
any modifications, extensions, waivers or amendments of such
corresponding Trust
Mortgage Loan subsequent to the Closing Date), minus (ii) the sum
of (A) the
Master Servicing Fee Rate for such
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corresponding Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with
respect thereto), plus (B) the Trustee Fee Rate; and (b) with
respect to any
Loan REMIC Regular Interest that, as of the Closing Date,
corresponds to a Trust
Mortgage Loan that accrues interest on an Actual/360 Basis, a rate
per annum
that is, for any Interest Accrual Period, equal to (i) a fraction
(expressed as
a percentage), the numerator of which is the product of 12 times
the Adjusted
Actual/360 Accrued Interest Amount with respect to such Loan REMIC
Regular
Interest for such Interest Accrual Period, and the denominator of
which is the
Uncertificated Principal Balance of such Loan REMIC Regular
Interest immediately
prior to the Distribution Date that corresponds to such Interest
Accrual Period,
minus (ii) the sum of (A) the Master Servicing Fee Rate for the
corresponding
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto), plus (B) the Trustee Fee Rate.
"Loan REMIC Residual Interest" shall mean, subject to Section
2.06(b), the sole uncertificated "residual interest", within the
meaning of
Section 860G(a)(2) of the Code, in each Loan REMIC.
"Lockout Period" shall mean, with respect to any Mortgage Loan that
prohibits the Mortgagor from prepaying such loan until a date
specified in the
related Mortgage Note or other loan document, the period from the
Closing Date
until such specified date.
"Loss of Value Payment" shall have the meaning assigned thereto
under Section 2.03(e).
"Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Special Servicer pursuant to Section
3.04(e) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series
2006-C1, Loss of Value Reserve Fund". The Loss of Value Reserve
Fund shall be
designated as an "outside reserve fund" (within the meaning of
Treasury
regulations section 1.860G-2(h)), pursuant to Section 2.05(b). The
Loss of Value
Reserve Fund will be part of the Trust Fund but not part of the
Grantor Trust
(if created hereunder taking into account Section 2.05(b)) or any
REMIC Pool.
"Loss Reimbursement Amount" shall mean:
(a)
with respect to any Loan REMIC Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(d), over (ii)
the
total amount reimbursed to REMIC I with respect to any Loss
Reimbursement
Amount for such Loan REMIC Regular Interest on all prior
Distribution
Dates, if any, pursuant to Section 4.01(n);
(b)
with respect to any REMIC I Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(c), over (ii)
the
total amount reimbursed to REMIC II with respect to any Loss
Reimbursement
Amount for such REMIC I Regular Interest on all prior Distribution
Dates,
if any, pursuant to Section 4.01(m);
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(c)
with respect to any REMIC II Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(b), over (ii)
the sum
of (A) the total amount reimbursed to REMIC III with respect to any
Loss
Reimbursement Amount for such REMIC II Regular Interest on all
prior
Distribution Dates, if any, pursuant to Section 4.01(l), plus (B)
the
total amount reinstated to the Uncertificated Principal Balance of
such
REMIC II Regular Interest on all prior Distribution Dates, if any,
pursuant to Section 4.05(c); and
(d)
with respect to any Class of Principal Balance Certificates,
for any Distribution Date, the excess, if any, of (i) the total
amount of
all reductions, if any, made in the related Class Principal Balance
(without any corresponding distribution of principal) on all prior
Distribution Dates, if any, pursuant to Section 4.04(a), over (ii)
the sum
of (A) the total amount of such reductions reimbursed to the
Holders of
such Class of Certificates with respect to any related Loss
Reimbursement
Amount on all prior Distribution Dates, if any, pursuant to Section
4.01(a) or Section 4.01(b), as applicable, plus (B) the total
amount of
such reductions reinstated to the Class Principal Balance of such
Class of
Certificates on all prior Distribution Dates, if any, pursuant to
Section
4.05(a).
"LUBS" shall mean LUBS, Inc.
"LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of January 20,
2006, between
LUBS as mortgage loan seller, LBHI as an additional party and the
Depositor.
"LUBS Trust Mortgage Loans" shall mean any Trust Mortgage Loan
transferred by LUBS to the Depositor, pursuant to the
LUBS/Depositor Mortgage
Loan Purchase Agreement.
"Majority Class IUU Certificateholder(s)" shall mean any single
Holder or group of Holders (or, in the case of Book-Entry
Certificates, any
single Certificate Owner or group of Certificate Owners) of
Certificates
evidencing a majority of the Voting Rights allocated to the Class
IUU
Certificates.
"Majority Controlling Class Certificateholder(s)" shall mean any
single Holder or group of Holders (or any single Certificate Owner
or group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Controlling Class.
"Master Servicer" shall mean Wachovia, in its capacity as master
servicer hereunder, or any successor master servicer appointed as
herein
provided.
"Master Servicer Account" shall have the meaning assigned thereto
in
Section 3.06(a).
"Master Servicer Backup Certification" shall have the meaning
assigned thereto in Section 8.15(h).
"Master Servicer Certification" shall have the meaning assigned
thereto in Section 2.01(d).
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"Master Servicer Indemnification Agreement" shall mean the Master
Servicer Indemnification Agreement dated as of January 20, 2006,
between the
initial Master Servicer, the Depositor, Lehman Brothers Inc. and
UBS Real Estate
Investments Inc.
"Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the
aggregate
amount of all payments and other collections on or with respect to
the Trust
Mortgage Loans and any related REO Properties (including Loss of
Value Payments
and, in the case of the initial Distribution Date, any Initial
Deposits) that
(i) were Received by the Trust as of the close of business on the
immediately
preceding applicable Determination Date and (ii) are on deposit or
are required
to be on deposit in the Pool Custodial Account as of 12:00 noon
(New York City
time) on such Trust Master Servicer Remittance Date, including any
such payments
and other collections transferred or required to be transferred to
the Pool
Custodial Account from the Pool REO Account (if established) and/or
a Loan
Combination Custodial Account, net of (b) the portion of the
aggregate amount
described in clause (a) of this definition that represents one or
more of the
following--(i) scheduled Monthly Payments that are due on a Due
Date following
the end of the related Collection Period (or, in the case of a
scheduled Monthly
Payment that is due on a Due Date in the same month as such Trust
Master
Servicer Remittance Date but subsequent to the end of the related
Collection
Period, following the end of the calendar month in which such Trust
Master
Servicer Remittance Date occurs), (ii) any amount payable or
reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii)
through (xviii)
of Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv)
any amounts
deposited in the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean, individually and
collectively, as applicable in the context used, (i) the related
Loan
Combination Master Servicer Remittance Date with respect to each
Serviced Loan
Combination and all related matters, and (ii) the Trust Master
Servicer
Remittance Date with respect to the Mortgage Pool (exclusive of the
Serviced
Combination Trust Mortgage Loans and any REO Trust Mortgage Loans
with respect
to the Serviced Combination Trust Mortgage Loans) and all related
matters.
"Master Servicer Reportable Event" shall mean any of the following
events, conditions, circumstances and/or matters:
(i)
the entry into or amendment to a definitive agreement that
is material to the Subject Securitization Transaction, including,
for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Master Servicer or any
Servicer retained or engaged by the Master Servicer is a party to
such
agreement or has entered into such agreement on behalf of the
Trust;
(ii)
the termination of a definitive agreement that is material
to the Subject Securitization Transaction (otherwise than by
expiration of
the agreement on its stated termination date or as a result of all
parties
completing their obligations under such agreement), but only if the
Master
Servicer or any Servicer retained or engaged by the Master Servicer
is a
party to such agreement or has entered into such agreement on
behalf of
the Trust;
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such
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jurisdiction has been assumed by leaving the existing directors and
officers in possession but subject to the supervision and orders of
a
court or governmental authority, but only if the subject Material
Debtor
is (A) the Master Servicer, (B) any Servicing Representative of the
Master
Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of
Regulation AB or (C) any Significant Obligor with respect to a
Performing
Serviced Mortgage Loan;
(iv)
the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or
governmental
authority having supervision or jurisdiction over substantially all
of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) the Master Servicer, (B) any Servicing
Representative of the Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Serviced Mortgage Loan;
(v)
any resignation, removal, replacement or substitution of (A)
the Master Servicer or (B) any Servicing Representative of the
Master
Servicer that constitutes a Servicer contemplated by Item
1108(a)(2) of
Regulation AB;
(vi)
any appointment of (A) a new Master Servicer or (B) any new
Servicing Representative of the Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(vii)
any nonpublic disclosure, by the Master Servicer or any
Servicer retained or engaged by the Master Servicer, with respect
to the
Subject Securitization Transaction (other than disclosure required
pursuant to this Agreement) that is required to be disclosed by
Regulation
FD (17 CFR 243.100 through 243.103);
(viii)
any other information of importance to Certificateholders
(determined by the Master Servicer in accordance with the Servicing
Standard) that (A) is not otherwise required to be included in the
Distribution Date Statement or any other report to be delivered or
otherwise made available to Certificateholders hereunder, (B) the
Master
Servicer has determined, in accordance with the Servicing Standard,
could
have an adverse effect on payments to any Class of
Certificateholders, and
(C) is directly related to a Performing Serviced Mortgage Loan;
(ix)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if
the
Master Servicer is controlling the subject litigation or if the
subject
Material Litigant is (A) the Master Servicer, (B) any Servicing
Representative of the Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Serviced Mortgage Loan;
(x)
the receipt by or on behalf of the Master Servicer or any
Servicer retained or engaged by the Master Servicer of any updated
financial statements, balance sheets, rent rolls or other financial
information regarding a Significant Obligor with respect to a
Performing
Serviced Mortgage Loan; and
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(xi) to the extent not otherwise disclosed in the Prospectus
Supplement or previously included in a report delivered by the
Master
Servicer to the Trustee and the Depositor in accordance with
Section
8.15(b), whether the Master Servicer has become an affiliate (as
defined
in Rule 405 of the Securities Act) of any of (A) the Trustee, (B)
the
Special Servicer, (C) any Servicing Representative of the Master
Servicer
that constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation
AB or (D) any Significant Obligor.
"Master Servicing Fee" shall mean, with respect to each Serviced
Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto) and
each Outside Serviced Trust Mortgage Loan (and any successor REO
Trust Mortgage
Loan with respect thereto), the fee designated as such and payable
to the Master
Servicer pursuant to Section 3.11(a); provided that there shall be
no Master
Servicing Fee with respect to the One Financial Center Note B
Non-Trust Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto).
"Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto), a rate per annum equal to the related
Administrative Cost Rate
minus the Trustee Fee Rate; (b) with respect to each Outside
Serviced Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto),
a rate per annum equal to the related Administrative Cost Rate
minus the sum of
the Trustee Fee Rate and the related Outside Servicing Fee Rate;
and (c) with
respect to each Serviced Non-Trust Mortgage Loan (and any successor
REO Mortgage
Loan with respect thereto), 0.01% per annum; provided that the
Master Servicing
Fee Rate with respect to the One Financial Center Note B Non-Trust
Mortgage Loan
(or any successor REO Mortgage Loan with respect thereto) shall be
0% per annum.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Debtor" shall mean any of the following:
(i)
the Trust;
(ii)
LBHI;
(iii)
the UBS Mortgage Loan Seller;
(iv)
each of the parties to this Agreement;
(v)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(vi)
any Significant Obligor;
(vii)
any Enhancement/Support Provider; and
(viii)
any other material party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction.
"Material Document Defect" shall have the meaning assigned thereto
in Section 2.03(a).
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"Material Litigant" shall mean any of the following:
(i)
LBHI;
(ii)
the UBS Mortgage Loan Seller;
(iii)
the Depositor;
(iv)
the Trustee;
(v)
the Master Servicer;
(vi)
the Special Servicer;
(vii)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(viii)
any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB;
(ix)
any other party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction;
and
(x)
the Trust.
"Maturity Date" shall mean, with respect to any Mortgage Loan as of
any date of determination, the Due Date on which the last payment
of principal
is due and payable under the terms of the related Mortgage Note, as
such terms
may be changed or modified from time to time in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by
the Special
Servicer (or the Master Servicer, if applicable) pursuant to
Section 3.20.
"Modified Loan" shall mean any Serviced Mortgage Loan as to which
any Servicing Transfer Event has occurred and which has been
modified by the
Special Servicer pursuant to Section 3.20 in a manner that:
(a)
affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing
Monthly
Payments current with respect to such Mortgage Loan);
(b)
except as expressly contemplated by the related loan
documents, results in a release of the lien of the related 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) of the property to be released,
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); or
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(c)
in the reasonable, good faith judgment of the Special
Servicer, otherwise materially impairs the security for such
Mortgage Loan
or materially reduces the likelihood of timely payment of amounts
due
thereon.
"Monthly Payment" shall mean, with respect to any Trust Mortgage
Loan or Serviced Non-Trust Mortgage Loan, as of any Due Date, the
scheduled
monthly debt service payment (or, in the case of an ARD Mortgage
Loan after its
Anticipated Repayment Date, the monthly debt service payment
required to be paid
on a current basis) on such Mortgage Loan that is actually payable
by the
related Mortgagor from time to time under the terms of the related
Mortgage Note
(as such terms may be changed or modified in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside
Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement), including any Balloon Payment payable
in respect
of such Mortgage Loan on such Due Date; provided that the Monthly
Payment due in
respect of any Mortgage Loan shall not include Default Interest;
and provided,
further, that the Monthly Payment due in respect of any ARD
Mortgage Loan after
its Anticipated Repayment Date shall not include Additional
Interest; and
provided, further, that if the related loan documents for any Loan
Combination
provide for a single monthly debt service payment for the entire
such Loan
Combination, then the Monthly Payment for each Mortgage Loan
comprising such
Loan Combination for any Due Date shall be that portion of the
monthly debt
service payment for such Loan Combination and such Due Date that
is, in
accordance with the related loan documents and/or the related
Co-Lender
Agreement, in the absence of default, allocable to interest at the
related
Mortgage Rate on and/or principal of the subject Mortgage Loan
comprising such
Loan Combination.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest.
"Mortgage" shall mean, with respect to any Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
such Mortgage Loan and creates a lien on the related Mortgaged
Property.
"Mortgage File" shall mean:
(a)
with respect to any Serviced Trust Mortgage Loan and, in the
case of each Serviced Loan Combination, also with respect to each
Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the
following documents collectively (which, in the case of each
Serviced Loan
Combination, except for the Mortgage Notes referred to in clause
(a)(i) of
this definition and any modifications thereof referred to in clause
(a)(xiii) of this definition, relate to the entire such Loan
Combination):
(i)
(A) the original executed Mortgage Note for such Trust
Mortgage Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of "LaSalle Bank
National Association, as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1" 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 with a copy of such Mortgage
Note), and (B) in the case of each Serviced Loan
Combination, a
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copy of the executed Mortgage Note for each Serviced
Non-Trust Mortgage Loan in such Loan Combination;
(ii)
an original or a copy of the Mortgage, together with
originals or copies of any and all intervening assignments
thereof, in each case (unless 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),
together with originals or copies of any and all intervening
assignments thereof, in each case (unless the particular
item has not been returned from the applicable recording
office) with evidence of recording indicated thereon;
(iv)
an original executed assignment, in recordable form (except
for recording information not yet available if the
instrument being assigned has not been returned from the
applicable recording office), of (A) the Mortgage and (B)
any related Assignment of Leases (if such item is a document
separate from the Mortgage), in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1" (or, in the case of a Serviced Loan
Combination, in favor of "LaSalle Bank National Association,
in its capacity as trustee for the registered holders of
LB-UBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, and in
its capacity as lead lender on behalf of the [IDENTIFY
RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]")
(or, in each case, a copy thereof, certified to be the copy
of such assignment submitted for recording);
(v)
an original or a copy of the assignment of all unrecorded
documents relating to such Trust Mortgage Loan, in favor of
"LaSalle Bank National Association, as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1" (or, in the case of a Serviced Loan
Combination, in favor of "LaSalle Bank National Association,
in its capacity as trustee for the registered holders of
LB-UBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, and in
its capacity as lead lender on behalf of the [IDENTIFY
RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");
(vi)
the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such
Trust Mortgage Loan (or, if such policy has not been issued,
a "marked-up" pro forma title policy marked as binding and
countersigned by the title insurer or its authorized agent,
or an irrevocable, binding commitment to issue such title
insurance policy);
(vii)
an original or a copy of the Ground Lease relating to such
Trust Mortgage Loan, if any;
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(viii)
an original or a copy of the loan agreement for such Trust
Mortgage Loan, if any;
(ix)
an original of the related guaranty of payment under such
Trust Mortgage Loan, if any;
(x)
an original or a copy of the environmental indemnity from
the related Mortgagor, if any;
(xi)
an original or a copy of the lock-box agreement or cash
management agreement relating to such Trust Mortgage Loan,
if any;
(xii)
a copy of the original letter of credit in connection with
such Trust Mortgage Loan, if any;
(xiii)
originals or copies of final written modification agreements
in those instances where the terms or provisions of the
Mortgage Note for such Trust Mortgage Loan (and/or, if
applicable, the Mortgage Note for a related Serviced
Non-Trust Mortgage Loan) or the related Mortgage have been
modified as to a monetary term or other material term
thereof, 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 is a recordable document;
(xiv)
only if such Trust Mortgage Loan is secured by a nursing
facility or hospitality property as identified on Schedule
VI hereto, filed copies (with evidence of filing) of any
prior effective UCC Financing Statements in favor of the
originator of such Trust 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 an
original assignment thereof, as appropriate, in form
suitable for filing, in favor of "LaSalle Bank National
Association, in its capacity as trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series
2006-C1" (or, in the case of a Serviced Loan Combination, in
favor of "LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, and in its capacity as lead
lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)]");
(xv)
an original or a copy of the related security agreement (if
such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments thereof;
(xvi)
an original assignment of the related security agreement (if
such item is a document separate from the Mortgage and if
such item is not included in the assignment described in
clause (a)(iv) or clause (a)(v) of this definition), in
favor of "LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage
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Pass-Through Certificates, Series 2006-C1" (or, in the case
of a Serviced Loan Combination, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, and in its capacity as lead lender on behalf
of the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
NOTEHOLDER(S)]");
(xvii)
if such Trust Mortgage Loan is a Serviced Combination Trust
Mortgage Loan, a copy of the related Co-Lender Agreement;
(xviii) in the case of any Trust Mortgage Loan as to which there
exists a related mezzanine loan, the related intercreditor
agreement;
(xix)
an original or a copy of any related Environmental Insurance
Policy; and
(xx)
with respect to hospitality properties, a signed copy of the
franchise agreement (if any) and franchisor comfort letter
(if any); and
(b)
with respect to each Outside Serviced Trust Mortgage Loan,
the following documents collectively:
(i)
the original executed Mortgage Note for such Trust
Mortgage Loan, endorsed (without recourse,
representation or warranty, express or implied) to
the order of "LaSalle Bank National Association, as
trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1"
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 with a copy of
such Mortgage Note);
(ii)
a copy of the executed related Co-Lender Agreement;
and
(iii)
a copy of the executed related Outside Servicing
Agreement;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (a)(vii) through (a)(xx) of this definition,
shall be
deemed to include such documents only to the extent the Trustee or
a Custodian
on its behalf has actual knowledge of their existence.
"Mortgage Loan" shall mean any Trust Mortgage Loan or Non-Trust
Mortgage Loan. As used herein, the term "Mortgage Loan" includes
the related
Mortgage Note, Mortgage and other security documents contained in
the related
Mortgage File or otherwise held on behalf of the Trust and/or any
affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in
the case of
an Outside
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Serviced Loan Combination, any such documents held by or on behalf
of a related
Non-Trust Mortgage Loan Noteholder.
"Mortgage Loan Origination Documents" shall mean, with respect to
any Serviced Trust Mortgage Loan, any of the following documents
(other than any
document that constitutes part of the Mortgage File for such
Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust
Mortgage Loan:
copies of any final appraisal, final survey, final engineering
report, final
environmental report, opinion letters of counsel to the related
mortgagor
delivered in connection with the closing of such Serviced Trust
Mortgage Loan,
escrow agreements, organizational documentation for the related
mortgagor,
organizational documentation for any related guarantor or
indemnitor (if the
related guarantor or indemnitor is an entity), insurance
certificates, leases
for tenants representing 25% or more of the annual income with
respect to the
related Mortgaged Property, final seismic report and property
management
agreements, but, in each case, only if the subject document (a) was
in fact
obtained in connection with the origination of such Serviced Trust
Mortgage
Loan, (b) relates to the administration or servicing of such
Serviced Trust
Mortgage Loan, (c) is reasonably necessary for the ongoing
administration and/or
servicing of such Serviced Trust Mortgage Loan by the Master
Servicer or Special
Servicer in connection with its duties under this Agreement, and
(d) is in the
possession or under the control of the Depositor (if such Serviced
Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage
Loan Seller
(if such Serviced Trust Mortgage Loan is a UBS Trust Mortgage
Loan), as
applicable; provided that neither the Depositor nor the UBS
Mortgage Loan Seller
shall be required to deliver any draft documents, privileged or
other
communications or correspondence, credit underwriting or due
diligence analyses
or information, credit committee briefs or memoranda or other
internal approval
documents or data or internal worksheets, memoranda, communications
or
evaluations.
"Mortgage Loan Purchase Agreements" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan
Purchase
Agreement or the UBS/Depositor Mortgage Loan Purchase Agreement, as
applicable.
"Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or
the UBS Mortgage Loan Seller, as applicable.
"Mortgage Note" shall mean the original executed note evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool" shall mean all of the Trust Mortgage Loans and any
REO Trust Mortgage Loans, collectively.
"Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Trust Mortgage Loans as of the end of the related Collection
Period, which
report shall contain substantially the categories of information
regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-4 to the
Prospectus
Supplement (calculated, where applicable, on the basis of the most
recent
relevant information provided by the Mortgagors to the Master
Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or
the Special
Servicer, as the case may be, to the Trustee), and which
information shall be
presented in tabular format substantially similar to the format
utilized on such
annexes and shall also include a loan-by-loan listing (in
descending balance
order) showing loan number, property type, location, unpaid
principal balance,
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Mortgage Rate, paid-through date, maturity date, gross interest
portion of the
Monthly Payment, principal portion of the Monthly Payment, and any
Prepayment
Consideration received.
"Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the related
annualized
rate at which interest is scheduled (in the absence of a default)
to accrue on
such Mortgage Loan from time to time in accordance with the related
Mortgage
Note, any related loan agreement and applicable law, as such rate
may be
modified in accordance with Section 3.20 (or, in the case of a
Mortgage Loan
that is part of an Outside Serviced Loan Combination, by the
applicable Outside
Servicer in accordance with the related Outside Servicing
Agreement) or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
related Mortgagor. In the case of any ARD Mortgage Loan, the
related Mortgage
Rate shall increase in accordance with the related Mortgage Note if
the
particular loan is not paid in full by its Anticipated Repayment
Date.
"Mortgaged Property" shall mean the real property subject to the
lien of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context may require, (i) the primary obligor or obligors under a
Mortgage Note,
including any Person that has acquired the related Mortgaged
Property and
assumed the obligations of the original obligor under the Mortgage
Note, and
(ii) the owner of the related Mortgaged Property, if such owner has
executed the
related Mortgage with respect to the subject Mortgage Loan in
addition to a
guaranty of the obligations of the named obligor on the related
Mortgage Note,
and such guaranty is secured by such Mortgage; provided that the
foregoing
definition of "Mortgagor" shall not include any guarantors except
to the extent
described in clause (ii) above.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a)
the aggregate
of all Prepayment Interest Shortfalls incurred with respect to the
Mortgage Pool
in connection with Principal Prepayments and/or, insofar as they
result from the
application of Insurance Proceeds and/or Condemnation Proceeds,
other early
recoveries of principal Received by the Trust on the Trust Mortgage
Loans
(including Specially Serviced Trust Mortgage Loans) during the
related
Collection Period, exceeds (b) the aggregate amount deposited by
the Master
Servicer in the Collection Account for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls.
"Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the Class IUU Available
Distribution Amount
for such Distribution Date.
"Net Default Charges" shall have, with respect to any Trust
Mortgage
Loan or REO Trust Mortgage Loan, the meaning assigned thereto in
Section
3.26(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any related Investment Period, the amount, if any, by
which the
aggregate of all interest and other income realized during such
Investment
Period on funds held in such Investment Account (exclusive, in the
case of a
Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any
portion of such interest or other income payable to a Mortgagor in
accordance
with the related loan documents and applicable law), exceeds the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of such funds in accordance with Section 3.06
(exclusive, in the
case of
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a Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any
portion of such losses that were incurred in connection with
investments made
for the benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any related Investment Period, the amount by which the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of funds held in such Investment Account in
accordance with
Section 3.06 (exclusive, in the case of a Servicing Account, a
Reserve Account
or the Defeasance Deposit Account, of any portion of such losses
that were
incurred in connection with investments made for the benefit of a
Mortgagor),
exceeds the aggregate of all interest and other income realized
during such
Investment Period on such funds (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
loan documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially
Serviced Mortgage
Loan or Administered REO Property, over the amount of all
Liquidation Expenses
incurred with respect thereto.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration Received by the Trust (or, if applicable, on behalf
of a Serviced
Non-Trust Mortgage Loan Noteholder) with respect to any Mortgage
Loan or REO
Mortgage Loan, net of any Workout Fee or Liquidation Fee payable in
connection
with the receipt thereof.
"Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the Class IUU Principal
Distribution Amount
for such Distribution Date.
"New Lease" shall mean any lease of an Administered REO Property
entered into at the direction of the Special Servicer, including
any lease
renewed, modified or extended on behalf of the Trustee and, in the
case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan
Noteholder(s).
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance
or Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean:
(1)
any P&I Advance previously made or proposed to be made in
respect of any Trust Mortgage Loan or REO Trust Mortgage
Loan by the Master Servicer, the Trustee or a Fiscal Agent,
which P&I Advance such party has determined in its
reasonable, good faith judgment, will not be ultimately
recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be; and
(2)
any P&I Advance previously made or proposed to be made in
respect of any Trust Mortgage Loan or any REO Trust Mortgage
Loan that the Special Servicer has determined, in accordance
with the Servicing Standard, will not be ultimately
recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or
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Liquidation Proceeds, or any other recovery on or in respect
of such Trust Mortgage Loan or REO Trust Mortgage Loan, as
the case may be.
"Nonrecoverable Servicing Advance" shall mean:
(1)
any Servicing Advance previously made or proposed to be made
in respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer, the Trustee or a Fiscal
Agent, which Servicing Advance such party has determined, in
its reasonable, good faith judgment, will not be ultimately
recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan (or, if such
Mortgage Loan is part of a Serviced Loan Combination, on or
in respect of such Loan Combination) or such Administered
REO Property, as the case may be; and
(2)
any Servicing Advance previously made or proposed to be made
in respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer, the Special Servicer, the
Trustee or a Fiscal Agent, that the Special Servicer has
determined, in accordance with the Servicing Standard, will
not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, or
any other recovery on or in respect of such Serviced
Mortgage Loan (or, if such Mortgage Loan is part of a
Serviced Loan Combination, on or in respect of such Loan
Combination) or such Administered REO Property, as the case
may be.
"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the Class X-CL, Class G, Class H, Class J, Class K, Class L,
Class M,
Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II
and Class
R-III Certificates, the Class IUU Certificates, the Class R-LR
Certificates (if
issued in accordance with Section 2.06) and the Class V
Certificates (if issued
in accordance with Section 2.05) are Non-Registered Certificates.
"Non-Trust Mortgage Loan" shall mean any mortgage loan that is part
of a Loan Combination but is not included in the Trust Fund. The
Non-Trust
Mortgage Loans consist of the 888 Seventh Avenue Non-Trust Mortgage
Loan and the
Serviced Note B Non-Trust Mortgage Loans.
"Non-Trust Mortgage Loan Noteholder" shall mean the holder of the
Mortgage Note for a Non-Trust Mortgage Loan.
"Non-Trust Mortgage Loan Securities" shall mean any securities
evidencing an interest in, or secured by, a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Agreement" shall mean any
agreement governing the securitization of a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
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"Non-Trust Mortgage Loan Securitization Trust" shall mean any
commercial mortgage securitization trust that is similar to the
Trust and holds
a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Non-United States Securities Person" shall mean a Person that is
not a United States Securities Person.
"Non-United States Tax Person" shall mean a Person that is not a
United States Tax Person.
"Offering Memorandum" shall mean the Offering Memorandum dated
January 20, 2006, relating to the Class X-CL, Class G, Class H,
Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T,
Class IUU-1,
Class IUU-2, Class IUU-3, Class IUU-4, Class IUU-5, Class IUU-6,
Class IUU-7,
Class IUU-8, Class IUU-9 and Class IUU-10 Certificates.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer,
as the case
may be, or by a Responsible Officer of the Trustee or a Fiscal
Agent, as the
case may be, and shall mean with respect to any other Person, a
certificate
signed by any of the Chairman of the Board, the Vice Chairman of
the Board, the
President, any Vice President or Managing Director, an Assistant
Vice President
or any other authorized officer (however denominated) or another
officer
customarily performing functions similar to those performed by any
of the above
designated officers or, with respect to a particular matter, any
other officer
to whom such matter is referred because of such officer's knowledge
of and
familiarity with the particular subject.
"One Financial Center Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of December 23, 2005, between Lehman Brothers
Bank FSB as
holder of the Mortgage Note for the One Financial Center Trust
Mortgage Loan and
Metropolitan Life Insurance Company as holder of the Mortgage Note
for the One
Financial Center Note B Non-Trust Mortgage Loan.
"One Financial Center Collection Period" shall mean, with respect
to
any Distribution Date, Trust Master Servicer Remittance Date or One
Financial
Center Master Servicer Remittance Date, the period commencing on
the day
immediately following the One Financial Center Determination Date
in the
calendar month preceding the month in which such Distribution Date,
Trust Master
Servicer Remittance Date or One Financial Center Master Servicer
Remittance
Date, as the case may be, occurs (or, in the case of each of the
initial
Distribution Date, the initial Trust Master Servicer Remittance
Date or the
initial One Financial Center Master Servicer Remittance Date, as
the case may
be, commencing immediately following the Cut-off Date) and ending
on and
including the One Financial Center Determination Date in the
calendar month in
which such Distribution Date, Trust Master Servicer Remittance Date
or One
Financial Center Master Servicer Remittance Date, as the case may
be, occurs.
"One Financial Center Controlling Party" shall mean the Serviced
Loan Combination Controlling Party with respect to the One
Financial Center Loan
Combination.
"One Financial Center Cure Rights" shall mean the cure rights
granted to the One Financial Center Note B Non-Trust Mortgage Loan
Noteholder
under Section 7.01 of the One Financial Center Co-Lender Agreement.
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"One Financial Center Determination Date" shall mean, during any
calendar month, commencing with February 2006, the Due Date for the
One
Financial Center Loan Combination during that calendar month.
"One Financial Center Directing Lender" shall mean the Serviced
Loan
Combination Directing Lender with respect to the One Financial
Center Loan
Combination.
"One Financial Center Loan Combination" shall mean the Serviced
Loan
Combination consisting of the One Financial Center Trust Mortgage
Loan and the
One Financial Center Note B Non-Trust Mortgage Loan (or any
successor REO
Mortgage Loans with respect thereto).
"One Financial Center Master Servicer Remittance Date" shall mean,
during any calendar month, commencing with February 2006, the
Business Day
immediately following the Due Date for the One Financial Center
Loan Combination
during that calendar month.
"One Financial Center Mortgage Loan" shall mean the One Financial
Center Trust Mortgage Loan or the One Financial Center Note B
Non-Trust Mortgage
Loan, as applicable.
"One Financial Center Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as One
Financial Center.
"One Financial Center Note B Non-Trust Mortgage Loan" shall mean
the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
One Financial
Center Trust Mortgage Loan, secured by the same Mortgage on the One
Financial
Center Mortgaged Property.
"One Financial Center Note B Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the One Financial Center Note B Non-Trust
Mortgage Loan.
"One Financial Center Noteholders" shall mean the holder of the
Mortgage Note for the One Financial Center Trust Mortgage Loan,
together with
the One Financial Center Note B Non-Trust Mortgage Loan Noteholder.
"One Financial Center Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is secured by the One Financial Center Mortgaged
Property and
that is identified on the Trust Mortgage Loan Schedule by loan
number 8.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may, without limitation, be salaried counsel for the Depositor, the
Master
Servicer or the Special Servicer, acceptable in form and delivered
to the
Trustee or any other specified Person, as the case may be, except
that any
opinion of counsel relating to (a) the qualification of any REMIC
Pool as a
REMIC, (b) compliance with the REMIC Provisions, (c) qualification
of the
Grantor Trust (if created hereunder taking into account Section
2.05(b)) as a
grantor trust, (d) whether any act or event would cause an Adverse
REMIC Event
or Adverse Grantor Trust Event, as may be applicable, or (e) the
resignation of
the Master Servicer or the Special Servicer pursuant to this
Agreement, must be
a written opinion of Independent counsel acceptable to and
delivered to the
Trustee or any other specified Person, as the case may be.
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"Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional
Amount thereof
as of the Closing Date, which shall equal $2,455,967,106, in the
case of the
Class X-CL Certificates, and $2,250,748,000, in the case of the
Class X-CP
Certificates.
"Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class
Principal Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Outside Administered REO Property" shall mean any REO Property
relating to an Outside Serviced Trust Mortgage Loan.
"Outside Master Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related
master
servicer under the related Outside Servicing Agreement.
"Outside Serviced Loan Combination" shall mean a Loan Combination
that includes an Outside Serviced Trust Mortgage Loan and that is
being
primarily serviced and administered under an Outside Servicing
Agreement.
"Outside Serviced Mortgage Loan" shall mean any Outside Serviced
Trust Mortgage Loan or Outside Serviced Non-Trust Mortgage Loan, as
applicable.
"Outside Serviced Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage Loan that is part of an Outside Serviced Loan Combination.
"Outside Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage
Loan that is identified on Schedule VIII attached hereto.
Notwithstanding
anything herein to the contrary, the Trust Fund shall not include
any Outside
Serviced Trust Mortgage Loans.
"Outside Servicer" shall mean, in the case of each Outside Serviced
Trust Mortgage Loan or related REO Property, the related Outside
Master Servicer
or Outside Special Servicer, as applicable.
"Outside Servicer Default" shall mean an "event of default" on the
part of an Outside Servicer under an Outside Servicing Agreement.
"Outside Servicing Agreement" shall mean a servicing agreement
(other than a Sub-Servicing Agreement or an agreement whereby any
Person acts as
agent or sub-contractor on behalf of the Master Servicer, the
Special Servicer
or the Trustee) that governs material servicing functions with
respect to any
Outside Serviced Trust Mortgage Loan or related REO Property. The
Outside
Servicing Agreement in effect for any Outside Serviced Trust
Mortgage Loan as of
the Closing Date will be identified on Schedule VIII attached
hereto.
"Outside Servicing Fee" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with
respect thereto, the monthly fee, comparable to the Master
Servicing Fee
hereunder and calculated at the related Outside Servicing Fee
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Rate, that is payable to the related Outside Master Servicer (or,
if applicable,
to the related Outside Master Servicer and a primary servicer in
the aggregate).
"Outside Servicing Fee Rate" shall mean, with respect to any
Outside
Serviced Outside Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto, the rate per annum identified as the "Outside
Servicing
Fee Rate" on Schedule VIII attached hereto.
"Outside Special Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related
special
servicer under the related Outside Servicing Agreement.
"Outside Serviced Trustee" shall mean, with respect to any Outside
Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with
respect thereto) that is included in any Non-Trust Mortgage Loan
Securitization
Trust, the trustee under the applicable Non-Trust Mortgage Loan
Securitization
Agreement.
"Ownership Interest" shall mean, 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" shall mean, as to any Trust Mortgage Loan or REO
Trust
Mortgage Loan, any advance made by the Master Servicer, the Trustee
or any
Fiscal Agent pursuant to Section 4.03.
"Pari Passu Mortgage Loan" shall mean: (a) the 888 Seventh Avenue
Trust Mortgage Loan; and (b) the 888 Seventh Avenue Note A-2
Non-Trust Mortgage
Loan.
"Pari Passu Non-Trust Mortgage Loan" shall mean the 888 Seventh
Avenue Note A-2 Non-Trust Mortgage Loan.
"Pari Passu Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage Loan (or portion thereof) that is a Pari Passu Mortgage
Loan.
"Pass-Through Rate" shall mean:
(a)
with respect to the Class A-1 Certificates, for any Interest
Accrual Period, 5.018% per annum;
(b)
with respect to the Class A-2 Certificates, for any Interest
Accrual Period, 5.084% per annum;
(c)
with respect to the Class A-3 Certificates, for any Interest
Accrual Period, 5.207% per annum;
(d)
with respect to the Class A-AB Certificates, for any
Interest Accrual Period, 5.139% per annum;
(e)
with respect to the Class A-4 Certificates, for any Interest
Accrual Period, 5.156% per annum;
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(f)
with respect to the Class A-M Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.217% per annum;
(g)
with respect to the Class A-J Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.276% per annum;
(h)
with respect to the Class B Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.306% per annum;
(i)
with respect to the Class C Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.335% per annum;
(j)
with respect to the Class D Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.365% per annum;
(k)
with respect to the Class E Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.404% per annum;
(l)
with respect to the Class F Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.433% per annum;
(m)
with respect to the Class G Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.500% per annum;
(n)
with respect to the Class H Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(o)
with respect to the Class J Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(p)
with respect to the Class K Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(q)
with respect to the Class L, Class M, Class N, Class P,
Class Q, Class S and Class T Certificates, for any Interest Accrual
Period, 4.867% per annum;
(r)
with respect to each Class of Class IUU Certificates, for
any Interest Accrual Period, an annual rate equal to the weighted
average,
expressed as a percentage and rounded to six decimal places, of the
respective REMIC I Remittance Rates in effect for the STML Group B
REMIC I
Regular Interests for such Interest Accrual Period, weighted on the
basis
of the
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respective Uncertificated Principal Balances of such REMIC I
Regular
Interests outstanding immediately prior to the related Distribution
Date;
(s)
with respect to any Class X-CL REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such Class
X-CL REMIC III Component has a Corresponding Class X-CP REMIC III
Component, and if such Interest Accrual Period relates to, or
otherwise
ends prior to, the Class X-CP Termination Date for such
Corresponding
Class X-CP REMIC III Component, the excess, if any, of (A) the
REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period,
over (B) the greater of (1) the Adjusted REMIC II Remittance Rate
with
respect to such Class X-CL REMIC III Component's Corresponding
REMIC II
Regular Interest for such Interest Accrual Period and (2) the
Reference
Rate for such Interest Accrual Period; or (ii) in all other cases,
the
excess, if any, of (X) the REMIC II Remittance Rate with respect to
such
Class X-CL REMIC III Component's Corresponding REMIC II Regular
Interest
for such Interest Accrual Period, over (Y) the Adjusted REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period;
(t)
with respect to the Class X-CL Certificates, for any
Interest Accrual Period, an annual rate equal to the weighted
average
(expressed as a percentage and rounded to six decimal places) of
the
respective Pass-Through Rates applicable to the Class X-CL REMIC
III
Components for such Interest Accrual Period, weighted on the basis
of the
respective Component Notional Amounts of the Class X-CL REMIC III
Components outstanding immediately prior to the related
Distribution Date;
(u)
with respect to any Class X-CP REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such
Interest Accrual Period relates to, or otherwise ends prior to, the
Class
X-CP Termination Date for such Class X-CP REMIC III Component, the
excess,
if any, of (A) the lesser of (1) the REMIC II Remittance Rate with
respect
to such Class X-CP REMIC III Component's Corresponding REMIC II
Regular
Interest for such Interest Accrual Period and (2) the Reference
Rate for
such Interest Accrual Period, over (B) the Adjusted REMIC II
Remittance
Rate with respect to such Class X-CP REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period; or (ii)
if
such Interest Accrual Period relates to a Distribution Date
subsequent to
the Class X-CP Termination Date for such Class X-CP REMIC III
Component,
0% per annum; and
(v)
with respect to the Class X-CP Certificates, for any
Interest Accrual Period, an annual rate equal to the weighted
average
(expressed as a percentage and rounded to six decimal places) of
the
respective Pass-Through Rates applicable to the Class X-CP REMIC
III
Components for such Interest Accrual Period, weighted on the basis
of the
respective Component Notional Amounts of the Class X-CP REMIC III
Components outstanding immediately prior to the related
Distribution Date;
provided that, for reporting purposes, the Pass-Through Rate of the
Class
X-CP Certificates for each Interest Accrual Period shall be
calculated in
accordance with the Prospectus Supplement.
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The Weighted Average REMIC I Remittance Rate referenced above in
this definition is also the REMIC II Remittance Rate for each REMIC
II Regular
Interest (other than the Group IUU REMIC II Regular Interests).
"PCAOB" shall mean the Public Company Accounting Oversight Board.
"Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, the portion of the relevant Class evidenced
by such
Certificate, expressed as a percentage, the numerator of which is
the
Certificate Principal Balance or Certificate Notional Amount, as
the case may
be, of such Certificate as of the Closing Date, as specified on the
face
thereof, and the denominator of which is the Original Class
Principal Balance or
Original Class Notional Amount, as the case may be, of the relevant
Class; and
(b) with respect to any other Certificate, the percentage interest
in
distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performing Serviced Mortgage Loan" shall mean any Corrected
Mortgage Loan and any Serviced Mortgage Loan as to which a
Servicing Transfer
Event has never occurred.
"Performing Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage Loan that is a Performing Serviced Mortgage Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto in
paragraph (viii) of Schedule II.
"Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of
the Trustee
(in its individual capacity) if otherwise qualifying hereunder):
(i)
direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United
States or any agency or instrumentality thereof (having
original maturities of not more than 365 days), provided
that such obligations are backed by the full faith and
credit of the United States. Such obligations must be
limited to those instruments that have a predetermined fixed
dollar amount of principal due at maturity that cannot vary
or change. Interest may either be fixed or variable. If such
interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and
move proportionately with that index;
(ii)
repurchase obligations with respect to any security
described in clause (i) of this definition (having original
maturities of not more than 365 days), provided that the
short-term deposit or debt obligations of the party agreeing
to repurchase such obligations are rated in the highest
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency). In
addition, any such item by its terms must have a
predetermined fixed dollar amount of principal due at
maturity that cannot vary or change. Interest may either be
fixed or variable. If
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such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and
move proportionately with that index;
(iii)
certificates of deposit, time deposits, demand deposits and
bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof
(having original maturities of not more than 365 days), the
short-term obligations of which are rated in the highest
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency). In
addition, any such item by its terms must have a
predetermined fixed dollar amount of principal due at
maturity that cannot vary or change. Interest may either be
fixed or variable. If such interest is variable, interest
must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that
index;
(iv)
commercial paper (having original maturities of not more
than 90 days) of any corporation incorporated under the laws
of the United States or any state thereof (or if not so
incorporated, the commercial paper is United States Dollar
denominated and amounts payable thereunder are not subject
to any withholding imposed by any non-United States
jurisdiction) which is rated in the highest rating category
of each Rating Agency (or, in the case of any Rating Agency,
such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates or any class
of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, as evidenced in writing
by such Rating Agency). In addition, such commercial paper
by its terms must have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change.
Interest may either be fixed or variable. If such interest
is variable, interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move
proportionately with that index;
(v)
units of money market funds rated in the highest applicable
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency) and
which seeks to maintain a constant net asset value; and
(vi)
any other obligation or security that (A) is acceptable to
each Rating Agency, evidence of which acceptability shall
(1) in the case of any Rating Agency, be evidenced in a
writing by such Rating Agency to the effect that such
obligation or security will not result in an Adverse Rating
Event with respect to any Class of Certificates or any class
of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, or (2) otherwise be
evidenced in a writing by each Rating Agency to the Master
Servicer, the Special Servicer and the Trustee, (B) is rated
in the highest applicable rating category by each Rating
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Agency and (C) constitutes a "cash flow investment" (within
the meaning of the REMIC Provisions), as evidenced by an
Opinion of Counsel obtained at the expense of the Person
that wishes to include such obligation or security as a
Permitted Investment;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; (2) no investment described hereunder may
be purchased
at a price greater than par if such investment may be prepaid or
called at a
price less than its purchase price prior to stated maturity; and
(3) no
investment described hereunder may have a "r" highlighter or other
comparable
qualifier attached to its rating; and provided, further, that, with
respect to
any investment of funds allocable to a Specially Designated
Securitized
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto,
if any of the related Specially Designated Non-Trust Mortgage Loan
Securities
are rated by Moody's, then the term "Rating Agency" as used in this
definition
shall be deemed to include Moody's.
"Permitted Purchase" shall mean:
(i)
the repurchase of a Lehman Trust Mortgage Loan or any
related REO Property by the Depositor, pursuant to Section 2.03;
(ii)
the repurchase of a UBS Trust Mortgage Loan or any related
REO Property by or on behalf of the UBS Mortgage Loan Seller,
pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement;
(iii)
the purchase of a Specially Serviced Trust Mortgage Loan by
a Purchase Option Holder or its assignee, pursuant to Section 3.18;
(iv)
the purchase of a Trust Mortgage Loan or REO Property by the
Special Servicer, a Controlling Class Certificateholder, the Master
Servicer, the Depositor or Lehman Brothers, pursuant to Section
9.01;
(v)
the purchase of a Mortgage Loan by the holder of a related
mezzanine loan in connection with a default under such Mortgage
Loan, as
set forth in the related intercreditor agreement;
(vi)
in the case of a Combination Trust Mortgage Loan, the
purchase of such Mortgage Loan by a related Non-Trust Mortgage Loan
Noteholder or its designee, pursuant to the related Co-Lender
Agreement;
or
(vii)
in the case of a Split Trust Mortgage Loan, the purchase of
such Mortgage Loan by the Class IUU Representative pursuant to
Section
3.27.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization,
(b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of
Counsel,
obtained at the request of the Trustee at the expense of such
Person or the
Person seeking to Transfer a Residual Interest Certificate,
supporting such
determination), the Transfer of a Residual Interest Certificate may
cause any
REMIC Pool to fail to qualify as a REMIC at any time
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that any Certificate is outstanding, (c) a Disqualified Non-United
States Tax
Person, (d) a Disqualified Partnership, or (e) a foreign permanent
establishment
or fixed base (within the meaning of any applicable income tax
treaty between
the United States and any foreign jurisdiction) of a United States
Tax Person.
"Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan" shall have the meaning assigned thereto in Section 5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as to
any taxable year of any REMIC Pool, the Holder of Certificates
evidencing the
largest Percentage Interest in the related Class of Residual
Interest
Certificates.
"Pool-Based Certificate" shall mean any Certificate that is not a
Class IUU Certificate.
"Pool Custodial Account" shall mean 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 the
Certificateholders, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer,
on behalf of
[NAME OF TRUSTEE], as Trustee, in trust for the registered holders
of LB-UBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, Pool Custodial Account".
"Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section
3.16 on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series
2006-C1, Pool REO Account".
"Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if
any, on the
Certificates for federal income tax purposes, the assumption that
no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed
that each
ARD Mortgage Loan is repaid on its Anticipated Repayment Date.
"Prepayment Consideration" shall mean any Prepayment Premium, Yield
Maintenance Charge and/or Excess Defeasance Deposit Proceeds.
"Prepayment Consideration Entitlement" shall mean, with respect to
(A) any Distribution Date on which any Net Prepayment Consideration
Received by
the Trust on any Trust Mortgage Loan or REO Trust Mortgage Loan is
distributable
and (B) any Class of YM Principal Balance Certificates that is
entitled to
distributions of principal on such Distribution Date, for purposes
of
determining the portion of such Net Prepayment Consideration
distributable with
respect to such Class of YM Principal Balance Certificates, an
amount equal to
the product of (x) the amount of such Net Prepayment Consideration,
multiplied
by (y) a fraction (not greater than 1.0 or less than 0.0), the
numerator of
which is equal to the excess, if any, of the Pass-Through Rate for
such Class of
YM Principal Balance Certificates for the related Interest Accrual
Period over
the relevant Discount Rate, and the denominator of which is equal
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to the excess, if any, of the Mortgage Rate for such Trust Mortgage
Loan or REO
Trust Mortgage Loan, as the case may be, over the relevant Discount
Rate, and
further multiplied by (z) a fraction, the numerator of which is
equal to the
amount of principal to be distributed on such Class of YM Principal
Balance
Certificates on such Distribution Date pursuant to Section 4.01 or
9.01, as
applicable, and the denominator of which is equal to the Adjusted
Net Principal
Distribution Amount for such Distribution Date.
"Prepayment Interest Excess" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment
in full or in
part made (or, if resulting from the application of Insurance
Proceeds or
Condemnation Proceeds, any other early recovery of principal
received) after its
Due Date in any applicable Collection Period, any payment of
interest (net of
related Master Servicing Fees) actually collected from the related
Mortgagor or
otherwise and intended to cover interest accrued on such Principal
Prepayment
during the period from and after such Due Date (exclusive, however,
of any
related Prepayment Consideration that may have been collected and,
in the case
of an ARD Mortgage Loan after its Anticipated Repayment Date,
further exclusive
of any Additional Interest); and (b) with respect to any Outside
Serviced Trust
Mortgage Loan that was subject to a Principal Prepayment in full or
in part made
(or, if resulting from the application of Insurance Proceeds or
Condemnation
Proceeds, any other early recovery of principal received) after its
Due Date in
any applicable Underlying Collection Period, any payment of
interest (net of
related Master Servicing Fees and Outside Servicing Fees) actually
collected
from the related Mortgagor or otherwise and intended to cover
interest accrued
on such Principal Prepayment during the period from and after such
Due Date
(exclusive, however, of any related Prepayment Consideration that
may have been
collected).
"Prepayment Interest Shortfall" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment
in full or in
part made (or, if resulting from the application of Insurance
Proceeds or
Condemnation Proceeds, any other early recovery of principal
received) prior to
its Due Date in any applicable Collection Period, the amount of
interest, to the
extent not collected from the related Mortgagor or otherwise
(without regard to
any Prepayment Consideration that may have been collected), that
would have
accrued at a rate per annum equal to the related Mortgage Rate
(reduced, in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date,
by the
related Additional Interest Rate) on the amount of such Principal
Prepayment
during the period from the date to which interest was paid by the
related
Mortgagor to, but not including, such Due Date (exclusive of any
related Master
Servicing Fees that would have been payable out of such uncollected
interest);
and (b) with respect to any Outside Serviced Trust Mortgage Loan
that was
subject to a Principal Prepayment in full or in part made (or, if
resulting from
the application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) prior to its Due Date in any
applicable
Underlying Collection Period, the amount of interest, to the extent
not
collected from the related Mortgagor or otherwise (without regard
to any
Prepayment Consideration that may have been collected), that would
have accrued
at a rate per annum equal to the related Mortgage Rate on the
amount of such
Principal Prepayment during the period from the date to which
interest was paid
by the related Mortgagor to, but not including, such Due Date
(exclusive of any
related Master Servicing Fees and Outside Servicing Fees that would
have been
payable out of such uncollected interest).
"Prepayment Premium" shall mean any premium, penalty or fee (other
than a Yield Maintenance Charge or any Excess Defeasance Deposit
Proceeds) paid
or payable, as the context requires, as a result of a Principal
Prepayment on,
or other early collection of principal of, a Mortgage Loan.
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"Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that
are primarily
responsible for such party's servicing obligations hereunder. As of
the Closing
Date, the Primary Servicing Office of the Master Servicer is
located at 8739
Research Drive, URP4, Charlotte, North Carolina 28262-1075 and the
Primary
Servicing Office of the Special Servicer is located at 1601
Washington Avenue,
Suite 800, Miami Beach, Florida 33139.
"Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may
change from
time to time. If The Wall Street Journal ceases to publish the
"prime rate",
then the Trustee 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 any Fiscal Agent, the Master Servicer, the
Special Servicer
and each Serviced Non-Trust Mortgage Loan Noteholder in writing of
its
selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than an Interest-Only Certificate).
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without
duplication) of the
following:
(a)
the aggregate of all payments of principal (other than
Principal Prepayments) Received by the Trust with respect to the
Trust
Mortgage Loans during the related Collection Period, in each case
exclusive of any portion of the particular payment that represents
a Late
Collection of principal for which a P&I Advance was previously
made under
this Agreement for a prior Distribution Date or that represents the
principal portion of a Monthly Payment due on or before the Cut-off
Date
or on a Due Date subsequent to the related Collection Period;
(b)
the aggregate of the principal portions of all Monthly
Payments due in respect of the Trust Mortgage Loans for their
respective
Due Dates occurring during the related Collection Period, that were
Received by the Trust prior to the related Collection Period;
(c)
the aggregate of all Principal Prepayments Received by the
Trust on the Trust Mortgage Loans during the related Collection
Period;
(d)
the aggregate of all Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds Received by the Trust with respect
to any
Trust Mortgage Loans during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of
principal
of such Trust Mortgage Loans, in each case exclusive of any portion
of
such proceeds that represents a Late Collection of principal due on
or
before the Cut-off Date or for which a P&I Advance was
previously made
under this Agreement for a prior Distribution Date;
(e)
the aggregate of all Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
with
respect to 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 Trust Mortgage Loans, in each case
exclusive
of any portion of such proceeds and/or revenues that represents a
Late
Collection of principal due on or
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before the Cut-off Date or for which a P&I Advance was
previously made
under this Agreement for a prior Distribution Date; and
(f)
the aggregate of the principal portions of all P&I Advances
made under this Agreement with respect to the Trust Mortgage Loans
and any
REO Trust Mortgage Loans for such Distribution Date;
provided that none of the amounts set forth in clauses (a) through
(f) of this
definition shall represent amounts received, due or advanced on or
in respect of
any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by or on behalf of the Mortgagor on a Mortgage Loan that is
received in
advance of its scheduled Due Date, that is Received by the Trust
and that is not
accompanied by an amount of interest (without regard to any
Prepayment
Consideration 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 Transaction Exemption" shall mean Prohibited
Transaction
Exemption 91-14 granted to a predecessor of Lehman Brothers by the
United States
Department of Labor, as such Prohibited Transaction Exemption may
be amended
from time to time.
"Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a)(iii).
"Prospectus" shall mean the prospectus dated January 6, 2006, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement dated
January 20, 2006, relating to the Registered Certificates.
"PTCE" shall mean prohibited transaction class exemption.
"PTE" shall mean prohibited transaction exemption.
"Purchase Option Holders" shall have the meaning assigned thereto
in
Section 3.18(b).
"Purchase Price" shall mean, with respect to any Trust Mortgage
Loan
(or REO Property or, in the case of any REO Property that relates
to a Loan
Combination, the Trust's interest therein), a cash price equal to
the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage
Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan)
as of the date
of purchase, (b) all accrued and unpaid interest on such Trust
Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage
Loan) to,
but not including, the Due Date in the applicable Collection Period
of purchase
(exclusive, however, of any portion of such accrued but unpaid
interest that
represents Default Interest or, if applicable, Additional Interest
or Outside
Servicing Fees), (c) all related unreimbursed Servicing Advances
with respect to
such Trust Mortgage Loan (or REO Property), if any, together with
the amount of
any Servicing Advance (and accrued interest thereon in accordance
with Section
3.11(g)) with respect to such Trust Mortgage Loan (or REO Property)
that has
been previously reimbursed as a Nonrecoverable Advance out of
general
collections of principal on the Mortgage Pool (but only to the
extent such
amounts have not been reimbursed to the Trust), (d) all accrued and
unpaid
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interest, if any, in respect of related Advances in accordance
with, as
applicable, Section 3.11(g) and/or Section 4.03(d), and (e) in the
case of a
repurchase by the Depositor pursuant to Section 2.03 or by the UBS
Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (i) to
the extent not otherwise included in the amount described in clause
(d) of this
definition, any unpaid Special Servicing Fees and other Additional
Trust Fund
Expenses with respect to such Trust Mortgage Loan (or REO
Property), including
any Liquidation Fee that may be payable because the subject
repurchase occurred
subsequent to the expiration of the Seller/Depositor Resolution
Period for the
Material Document Defect or Material Breach, as applicable, that
gave rise to
the repurchase, and (ii) to the extent not otherwise included in
the amount
described in clause (c) of this definition, any costs and expenses
incurred by
the Master Servicer, the Special Servicer or the Trustee (on behalf
of the
Trust) in enforcing the obligation of such Person to purchase such
Trust
Mortgage Loan (or such REO Property or an interest therein);
provided that, in
the case of a Trust Mortgage Loan that is part of a Loan
Combination, the
Purchase Price calculated above may be reduced (subject to the
provisions of the
related Co-Lender Agreement) by any related unpaid Master Servicing
Fees,
unreimbursed Advances and/or, to the extent included therein
pursuant to clause
(d) above, unpaid interest on Advances which, following the subject
purchase,
will continue to be payable or reimbursable under the related
Co-Lender
Agreement and/or any successor servicing agreement to the Master
Servicer and/or
the Special Servicer in respect of such Trust Mortgage Loan (which
amounts shall
no longer be payable hereunder); and provided, further, that, in
the case of an
REO Property that relates to a Serviced Loan Combination, for
purposes of
Section 3.18, Section 6.11 and Section 6.12, the Purchase Price for
such REO
Property shall instead equal the aggregate of the amounts described
in clauses
(a), (b), (c) and (d) above with respect to all of the REO Mortgage
Loans
comprising such Loan Combination.
"Qualified Bidder" shall have the meaning assigned thereto in
Section 7.01(c).
"Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act.
"Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction.
"Qualified Mortgage" shall have the meaning assigned thereto in
Section 2.03(a).
"Rated Final Distribution Date" shall mean: (a) with respect to the
Senior Class A Certificates and the Class A-M Certificates, the
Distribution
Date in February 2031; (b) with respect to the Class IUU
Certificates, the
Distribution Date in February 2034; and (c) with respect to the
other Classes of
Principal Balance Certificates (exclusive of the Class T
Certificates), the
Distribution Date in February 2041.
"Rating Agency" shall mean each of S&P and Fitch.
"Realized Loss" shall mean:
(1)
with respect to each Trust Mortgage Loan and Serviced
Non-Trust Mortgage Loan as to which a Final Recovery Determination
has
been made, or with respect to any REO Mortgage Loan as to which a
Final
Recovery Determination has been made as to the related REO
Property, or
with respect to any Trust Mortgage Loan that was the subject of a
Permitted Purchase for less than the applicable Purchase Price, an
amount
(not less than zero) equal to the
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excess, if any, of (a) the sum of (i) the unpaid principal balance
of such
Mortgage Loan or REO Mortgage Loan, as the case may be, as of the
commencement of the applicable Collection Period in which the Final
Recovery Determination or purchase, as the case may be, was made,
plus
(ii) without taking into account the amount described in subclause
(1)(b)
of this definition, all accrued but unpaid interest on such
Mortgage Loan
or such REO Mortgage Loan, as the case may be, to but not including
the
Due Date in the applicable Collection Period in which the Final
Recovery
Determination or purchase, as the case may be, was made (exclusive,
however, of any portion of such accrued but unpaid interest that
represents Default Interest or, in the case of an ARD Mortgage Loan
or any
successor REO Trust Mortgage Loan with respect thereto after its
Anticipated Repayment Date, Additional Interest), over (b) all
payments
and proceeds, if any, received in respect of such Mortgage Loan or,
to the
extent allocable to such REO Mortgage Loan, the related REO
Property, as
the case may be, during the applicable Collection Period in which
such
Final Recovery Determination or purchase, as the case may be, was
made,
insofar as such payments and proceeds are allocable to interest
(other
than Default Interest and Additional Interest) on or principal of
such
Mortgage Loan or REO Mortgage Loan; provided that, in the case of
any
Outside Serviced Trust Mortgage Loan or any related REO Trust
Mortgage
Loan that was the subject of a Final Recovery Determination or a
Permitted
Purchase under the related Outside Servicing Agreement and/or the
related
Co-Lender Agreement, references to "Collection Period" in this
clause (1)
shall mean the related Underlying Collection Period;
(2)
with respect to each Trust Mortgage Loan and Serviced
Non-Trust Mortgage Loan as to which any portion of the principal or
previously accrued interest payable thereunder was canceled in
connection
with a bankruptcy or similar proceeding involving the related
Mortgagor or
a modification, extension, waiver or amendment of such Mortgage
Loan
granted or agreed to by the Special Servicer pursuant to Section
3.20 (or,
in the case of an Outside Serviced Trust Mortgage Loan, by the
applicable
Outside Servicer pursuant to the related Outside Servicing
Agreement), the
amount of such principal and/or interest (other than Default
Interest and,
in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date,
Additional Interest) so canceled;
(3)
with respect to each Trust Mortgage Loan and Serviced
Non-Trust Mortgage Loan as to which the Mortgage Rate thereon has
been
permanently reduced and not recaptured for any period in connection
with a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, extension, waiver or amendment of such Mortgage Loan
granted
or agreed to by the Special Servicer pursuant to Section 3.20 (or,
in the
case of an Outside Serviced Trust Mortgage Loan, by the applicable
Outside
Servicer pursuant to the related Outside Servicing Agreement), the
amount
of the consequent reduction 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); and
(4)
with respect to any Trust Mortgage Loan or REO Trust
Mortgage Loan, to the extent not otherwise taken into account as
part of a
Realized Loss determined pursuant to any of clauses (1), (2) and
(3) of
this definition, the amount of any related Advance that is
reimbursed as a
Nonrecoverable Advance out of general collections on the Mortgage
Pool
(net of any Recovered Amount in connection with the item for which
such
Nonrecoverable Advance was made).
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"Received by the Trust" shall mean: (a) in the case of an Outside
Serviced Trust Mortgage Loan or any related REO Property, received
by the
Trustee (or the Master Servicer on behalf of the Trustee), as
holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, on
behalf of the
Trust; and (b) in the case of any other Trust Mortgage Loan or REO
Property,
received by the Master Servicer or any of its Sub-Servicers, the
Special
Servicer or any of its Sub-Servicers or the Trustee, as the case
may be, in any
event on behalf of the Trust.
"Record Date" shall mean, with respect to any Distribution Date,
the
last Business Day of the month immediately preceding the month in
which such
Distribution Date occurs; provided that, in the case of the initial
Distribution
Date, the Record Date shall be the Closing Date.
"Recording/Filing Agent" shall have the meaning assigned thereto in
Section 2.01(c).
"Recovered Amount" shall have the meaning assigned thereto in
Section 1.03(c).
"Reference Rate" shall mean, with respect to any Interest Accrual
Period, the applicable rate per annum set forth on the Reference
Rate Schedule.
"Reference Rate Schedule" shall mean the list of Reference Rates
set
forth on the schedule attached hereto as Schedule IX.
"Registered Certificate" shall mean any Certificate that has been
the subject of registration under the Securities Act. As of the
Closing Date,
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
X-CP, Class
A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates are
Registered Certificates.
"Regular Interest Certificate" shall mean any REMIC III Certificate
other than a Class R-III Certificate.
"Regulation AB" shall mean Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as
such may be
amended from time to time, and subject to such clarification and
interpretation
as have been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided
by the
Commission or its staff from time to time.
"Regulation S" shall mean Regulation S under the Securities Act.
"Regulation S Global Certificate" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold
outside of the
United States in reliance on Regulation S, one or collectively more
global
Certificates of such Class registered in the name of the Depository
or its
nominee, in definitive, fully registered form without interest
coupons, each of
which Certificates bears a Regulation S CUSIP number.
"Reimbursement Rate" shall mean the rate per annum applicable to
the
accrual of interest, compounded annually, on Servicing Advances in
accordance
with Section 3.11(g) and on P&I Advances in accordance with
Section 4.03(d),
which rate per annum is equal to the Prime Rate.
"Relevant Servicing Criteria" means, with respect to any of the
various parties listed on Exhibit T, the Servicing Criteria
applicable to the
subject party, as set forth on Exhibit T attached hereto (as such
Exhibit T may
be updated or limited (including, without limitation, not requiring
delivery of
certain of the items set forth therein) based on interpretive
guidance relating
to Item 1122 of Regulation AB provided by the Commission or its
staff). For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Sub-Servicing
Function
Participant engaged by the Trustee, the Master Servicer or the
Special Servicer,
the term Relevant Servicing Criteria shall refer to those portions
of the
Relevant Servicing Criteria applicable to the Master Servicer, the
Special
Servicer or the Trustee for which the Sub-Servicing Function
Participant has
been engaged to perform or has performed.
-78-
"Remaining Adjusted Net Principal Distribution Amount" shall mean,
with respect to any Class of Class B Through T Certificates for any
Distribution
Date, an amount equal to the Adjusted Net Principal Distribution
Amount for such
Distribution Date, reduced by all distributions of principal to be
made on such
Distribution Date: (i) pursuant to Section 4.01(a) with respect to
the Senior
Class A Certificates, the Class A-M Certificates and the Class A-J
Certificates;
and (ii) pursuant to Section 4.01(b) with respect to any and all
other Classes
of the Class B Through T Certificates that evidence a right to
payment in
accordance with such Section 4.01(b) that is prior to the right to
payment
evidenced by the subject Class of Class B Through T Certificates.
The priority
of payments on the various Classes of the Class B Through T
Certificates under
Section 4.01(b) shall be consistent with the alphabetic order of
the respective
Class designations of such Classes of Certificates, with the Class
B
Certificates entitling the Holders thereof to the highest payment
priority under
Section 4.01(b) as among the respective Classes of the Class B
Through T
Certificates and the Class T Certificates entitling the Holders
thereof to the
lowest payment priority under Section 4.01(b) as among the
respective Classes of
the Class B Through T Certificates.
"Remaining Class IUU Available Distribution Amount" shall mean,
with
respect to any Class of Class IUU Certificates (other than the
Class IUU-1
Certificates) for any Distribution Date, an amount equal to the
Class IUU
Available Distribution Amount for such Distribution Date, reduced
by all
distributions to be made on such Distribution Date pursuant to
Section 4.01(b)
with respect to any and all other Classes of the Class IUU
Certificates that
evidence a right to payment in accordance with such Section 4.01(b)
that is
prior to the right to payment evidenced by the subject Class of
Class IUU
Certificates. The priority of payments on the various Classes of
the Class IUU
Certificates under Section 4.01(b) shall be consistent with the
numeric order of
the ending number of the respective Class designations of such
Classes of
Certificates, with the Class IUU-1 Certificates entitling the
Holders thereof to
the highest payment priority under Section 4.01(b) as among the
respective
Classes of the Class IUU Certificates and the Class IUU-10
Certificates
entitling the Holders thereof to the lowest payment priority under
Section
4.01(b) as among the respective Classes of the Class IUU
Certificates.
"Remaining Class IUU Principal Distribution Amount" shall mean,
with
respect to any Class of Class IUU Certificates (other than the
Class IUU-1
Certificates) for any Distribution Date, an amount equal to the
Class IUU
Principal Distribution Amount for such Distribution Date, reduced
by all
distributions of principal to be made on such Distribution Date
pursuant to
Section 4.01(b) with respect to any and all other Classes of the
Class IUU
Certificates that evidence a right to payment in accordance with
such Section
4.01(b) that is prior to the right to payment evidenced by the
subject Class of
Class IUU Certificates. The priority of payments on the various
Classes of the
Class IUU Certificates under Section 4.01(b) shall be consistent
with the
numeric order of the ending number of the respective Class
designations of such
Classes of Certificates, with the Class IUU-1 Certificates
entitling the Holders
thereof to the highest payment priority under Section 4.01(b) as
among the
respective Classes of the Class IUU Certificates and the Class
IUU-10
Certificates entitling the Holders thereof to the lowest payment
priority under
Section 4.01(b) as among the respective Classes of the Class IUU
Certificates.
"Remaining Net Available Distribution Amount" shall mean, with
respect to any Class of Class B Through T Certificates for any
Distribution
Date, an amount equal to the Net Available Distribution Amount for
such
Distribution Date, reduced by all distributions to be made on such
Distribution
Date: (i) pursuant to Section 4.01(a) with respect to the Senior
Certificates,
the Class A-M Certificates and the Class A-J Certificates; and (ii)
pursuant to
Section 4.01(b) with respect to any and all other Classes of the
Class B Through
T Certificates that evidence a right to payment in accordance
-79-
with such Section 4.01(b) that is prior to the right to payment
evidenced by the
subject Class of Class B Through T Certificates. The priority of
payments on the
various Classes of the Class B Through T Certificates under Section
4.01(b)
shall be consistent with the alphabetic order of the respective
Class
designations of such Classes of Certificates, with the Class B
Certificates
entitling the Holders thereof to the highest payment priority under
Section
4.01(b) as among the respective Classes of the Class B Through T
Certificates
and the Class T Certificates entitling the Holders thereof to the
lowest payment
priority under Section 4.01(b) as among the respective Classes of
the Class B
Through T Certificates.
"REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.
"REMIC I" shall mean the segregated pool of assets constituting the
primary trust created hereby and to be administered hereunder with
respect to
which a separate REMIC election is to be made, and consisting of:
(i) any Loan
REMIC Regular Interests; (ii) the Trust Mortgage Loans (exclusive
of any Early
Defeasance Trust Mortgage Loans) as from time to time are subject
to this
Agreement and all payments under and proceeds of such Trust
Mortgage Loans
Received by the Trust after the Closing Date (other than any such
payments
and/or proceeds that represent (A) scheduled payments of interest
and principal
due in respect of the Trust Mortgage Loans on or before the Cut-off
Date, or (B)
Additional Interest Received by the Trust in respect of the ARD
Trust Mortgage
Loans, if any, after their respective Anticipated Repayment Dates),
together
with all documents included in the related Mortgage Files; (iii)
any REO
Properties (other than an REO Property acquired in respect of any
Early
Defeasance Trust Mortgage Loan) as from time to time are subject to
this
Agreement (or, in the case of any REO Property that relates to a
Loan
Combination, the Trust's interest therein) and all income and
proceeds
therefrom; (iv) such funds or assets (including any Initial
Deposits and
Supplemental Interest Reserve Amounts) as from time to time are
deposited in the
Pool Custodial Account, the Collection Account, the Interest
Reserve Account
and, if established, the Pool REO Account, exclusive of any such
funds or assets
that (A) are included in a Loan REMIC or (B) represent Additional
Interest
Received by the Trust in respect of the ARD Trust Mortgage Loans,
if any, after
their respective Anticipated Repayment Dates; (v) to the extent not
included in
a Loan REMIC, the rights of the Depositor under the UBS/Depositor
Mortgage Loan
Purchase Agreement; and (vi) the rights of the holder of the
Mortgage Note for
each Trust Mortgage Loan that is part of a Loan Combination under
the related
Co-Lender Agreement and, in the case of each Outside Serviced Trust
Mortgage
Loan, under the related Outside Servicing Agreement; provided that
REMIC I shall
not include the Non-Trust Mortgage Loans or any successor REO
Mortgage Loans
with respect thereto or any payments or other collections of
principal,
interest, Prepayment Consideration or other amounts collected on
such Non-Trust
Mortgage Loans or any successor REO Mortgage Loans with respect
thereto; and
provided, further, that REMIC I shall not include the Loss of Value
Reserve Fund
or any amounts on deposit therein.
"REMIC I Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC I issued
hereunder and
designated as a "regular interest" in REMIC I, as described in the
Preliminary
Statement hereto.
"REMIC I Remittance Rate" shall mean: (a) with respect to any REMIC
I Regular Interest issued in respect of a Loan REMIC Regular
Interest, a rate
per annum that is, for any Interest Accrual Period, equal to the
Loan REMIC
Remittance Rate with respect to such Loan REMIC Regular Interest
for such
Interest Accrual Period; (b) with respect to any REMIC I Regular
Interest that,
as of the Closing Date, corresponds to a Trust Mortgage Loan (other
than any
Early Defeasance Trust Mortgage
-80-
Loan) that accrues interest on a 30/360 Basis, a rate per annum
that is, for any
Interest Accrual Period, equal to (i) the Mortgage Rate in effect
for such
corresponding Trust Mortgage Loan as of the Closing Date (without
regard to any
modifications, extensions, waivers or amendments of such
corresponding Trust
Mortgage Loan subsequent to the Closing Date), minus (ii) the sum
of (A) the
Master Servicing Fee Rate for such corresponding Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto, plus (B)
the Trustee Fee
Rate, plus (C) if such corresponding Trust Mortgage Loan is an
Outside Serviced
Trust Mortgage Loan, the related Outside Servicing Fee Rate; and
(c) with
respect to any REMIC I Regular Interest that, as of the Closing
Date,
corresponds to a Trust Mortgage Loan (other than any Early
Defeasance Trust
Mortgage Loan) that accrues interest on an Actual/360 Basis, a rate
per annum
that is, for any Interest Accrual Period, equal to (i) a fraction
(expressed as
a percentage), the numerator of which is the product of 12 times
the Adjusted
Actual/360 Accrued Interest Amount with respect to such REMIC I
Regular Interest
for such Interest Accrual Period, and the denominator of which is
the
Uncertificated Principal Balance of such REMIC I Regular Interest
immediately
prior to the Distribution Date that corresponds to such Interest
Accrual Period,
minus (ii) the sum of (A) the Master Servicing Fee Rate for the
corresponding
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect
thereto), plus (B) the Trustee Fee Rate.
"REMIC II" shall mean the segregated pool of assets consisting of
all of the REMIC I Regular Interests conveyed in trust to the
Trustee for the
benefit of REMIC III, as holder of the REMIC II Regular Interests,
and the
Holders of the Class R-II Certificates, pursuant to Section 2.09,
with respect
to which a separate REMIC election is to be made.
"REMIC II Regular Interest" shall mean any of the 43 separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II
Regular Interest
shall accrue interest at its REMIC II Remittance Rate in effect
from time to
time and, further, shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto. The designations for the respective REMIC II Regular
Interests are set
forth in the Preliminary Statement hereto.
"REMIC II Remittance Rate" shall mean: (a) with respect to each
Group IUU REMIC II Regular Interest, for any Interest Accrual
Period, an annual
rate equal to the weighted average, expressed as a percentage and
rounded to six
decimal places, of the respective REMIC I Remittance Rates in
effect for the
STML Group B REMIC I Regular Interests for such Interest Accrual
Period,
weighted on the basis of the respective Uncertificated Principal
Balance of such
REMIC I Regular Interests outstanding immediately prior to the
related
Distribution Date; and (b) with respect to each other REMIC II
Regular Interest,
for any Interest Accrual Period, an annual rate equal to the
Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period.
"REMIC III" shall mean the segregated pool of assets consisting of
all of the REMIC II Regular Interests conveyed in trust to the
Trustee for the
benefit of the Holders of the REMIC III Certificates, pursuant to
Section 2.11,
with respect to which a separ
