Exhibit 4
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
MIDLAND LOAN SERVICES, INC.,
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
March 16, 2006
J.P.
Morgan Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02 Certain
Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by Trustee........................................
Section 2.03
Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties........
Section 2.04 Execution
of Certificates; Issuance of Uncertificated
Lower-Tier Interests........................................
Section 2.05 Grantor
Trust Designations...................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master
Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans..........................................
Section 3.02
Collection of Mortgage Loan Payments.........................
Section 3.03
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts..........................................
Section 3.04 The
Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the Excess Interest Distribution
Account.....................................................
Section 3.05 Permitted
Withdrawals from the Certificate Account, the
Distribution Accounts, the Companion Distribution
Account and the Excess Interest Distribution Account........
Section 3.06
Investment of Funds in the Certificate Account and the
REO Account.................................................
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08
Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.09
Realization Upon Defaulted Mortgage Loans....................
Section 3.10 Trustee
to Cooperate; Release of Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12
Inspections; Collection of Financial Statements..............
Section 3.13
[Reserved]...................................................
Section 3.14
[Reserved]...................................................
Section 3.15 Access to
Certain Information................................
Section 3.16 Title to
REO Property; REO Account...........................
Section 3.17
Management of REO Property...................................
Section 3.18 Sale of
Defaulted Mortgage Loans and REO Properties..........
Section 3.19
Additional Obligations of Master Servicer and Special
Servicer....................................................
Section 3.20
Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer
of Servicing Between Master Servicer and Special
Servicer; Recordkeeping; Asset Status Report................
Section 3.22
Sub-Servicing Agreements.....................................
Section 3.23
Representations, Warranties and Covenants of the Master
Servicer....................................................
Section 3.24
Representations, Warranties and Covenants of the Special
Servicer....................................................
Section 3.25 Interest
Reserve Account.....................................
Section 3.26 Excess
Interest Distribution Account.........................
Section 3.27 Directing
Certificateholder Contact with Master Servicer.....
Section 3.28
Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder.................................
Section 3.29
Intercreditor Agreements.....................................
Section 3.30 Companion
Paying Agent.......................................
Section 3.31 Companion
Register...........................................
Section 3.32 Certain
Matters Relating to the Houston Galleria Mortgage
Loan........................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s; Grant of Power of Attorney..................
Section 4.03 P&I
Advances.................................................
Section 4.04
Allocation of Collateral Support Deficit.....................
Section 4.05 Appraisal
Reductions.........................................
Section 4.06
Certificate Deferred Interest................................
Section 4.07 Grantor
Trust Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Registration of Transfer and Exchange of Certificates........
Section 5.03
Book-Entry Certificates......................................
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons
Deemed Owners........................................
Section 5.06
Certificate Ownership Certification..........................
Section 5.07
Appointment of Paying Agent..................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability
of the Depositor, the Master Servicer and the
Special Servicer............................................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicer or the Special Servicer.....................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others...................
Section 6.04
Depositor, Master Servicer and Special Servicer Not to
Resign......................................................
Section 6.05 Rights of
the Depositor in Respect of the Master Servicer
and the Special Servicer....................................
Section 6.06 The
Master Servicer and the Special Servicer as
Certificate Owner...........................................
Section 6.07 The
Directing Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default; Master Servicer and Special Servicer
Termination.................................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
Section 7.04 Waiver of
Events of Default..................................
Section 7.05 Trustee
as Maker of Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of
the Trustee and the Paying Agent...................
Section 8.02 Certain
Matters Affecting the Trustee and the Paying Agent...
Section 8.03 Trustee
and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans...............
Section 8.04 Trustee
or Paying Agent May Own Certificates.................
Section 8.05 Fees and
Expenses of Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent.................
Section 8.06
Eligibility Requirements for Trustee and the Paying Agent....
Section 8.07
Resignation and Removal of the Trustee and Paying Agent......
Section 8.08 Successor
Trustee or Paying Agent............................
Section 8.09 Merger or
Consolidation of Trustee or Paying Agent...........
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11
Appointment of Custodians....................................
Section 8.12 Access to
Certain Information................................
Section 8.13
Representations and Warranties of the Trustee................
Section 8.14
Representations and Warranties of the Paying Agent...........
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02
Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC
Administration.........................................
Section 10.02 Use of
Agents................................................
Section 10.03 Depositor, Master Servicer and Special Servicer
to
Cooperate with Paying Agent.................................
Section 10.04 Appointment of REMIC
Administrators..........................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness........................
Section 11.02 Succession;
Subcontractors...................................
Section 11.03 Filing
Obligations...........................................
Section 11.04 Form 10-D
Filings............................................
Section 11.05 Form 10-K
Filings............................................
Section 11.06 Sarbanes-Oxley
Certification.................................
Section 11.07 Form 8-K
Filings.............................................
Section 11.08 Form 15
Filing...............................................
Section 11.09 Annual Compliance
Statements.................................
Section 11.10 Annual Reports on Assessment of Compliance with
Servicing
Criteria....................................................
Section 11.11 Annual Independent Public Accountants' Attestation
Report....
Section 11.12
Indemnification..............................................
Section 11.13
Amendments...................................................
Section 11.14 Regulation AB
Notices........................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment....................................................
Section 12.02 Recordation of Agreement;
Counterparts.......................
Section 12.03 Limitation on Rights of
Certificateholders...................
Section 12.04 Governing
Law................................................
Section 12.05
Notices......................................................
Section 12.06 Severability of
Provisions...................................
Section 12.07 Grant of a Security
Interest.................................
Section 12.08 Successors and Assigns; Third Party
Beneficiaries............
Section 12.09 Article and Section
Headings.................................
Section 12.10 Notices to the Rating
Agencies...............................
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2 Certificate
Exhibit A-3 Form
of Class A-3A Certificate
Exhibit A-4 Form
of Class A-3B Certificate
Exhibit A-5 Form
of Class A-4 Certificate
Exhibit A-6 Form
of Class A-SB Certificate
Exhibit A-7 Form
of Class A-1A Certificate
Exhibit A-8 Form
of Class X-1 Certificate
Exhibit A-9 Form
of Class X-2 Certificate
Exhibit A-10 Form of
Class A-M Certificate
Exhibit A-11 Form of
Class A-J Certificate
Exhibit A-12 Form of
Class B Certificate
Exhibit A-13 Form of
Class C Certificate
Exhibit A-14 Form of
Class D Certificate
Exhibit A-15
Form
of Class E Certificate
Exhibit A-16 Form of
Class F Certificate
Exhibit A-17 Form of
Class G Certificate
Exhibit A-18 Form of
Class H Certificate
Exhibit A-19 Form of
Class J Certificate
Exhibit A-20 Form of
Class K Certificate
Exhibit A-21 Form of
Class L Certificate
Exhibit A-22 Form of
Class M Certificate
Exhibit A-23 Form of
Class N Certificate
Exhibit A-24 Form of
Class P Certificate
Exhibit A-25 Form of
Class NR Certificate
Exhibit A-26 Form of
Class R Certificate
Exhibit A-27 Form of
Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1 Form
of Transfer Affidavit
Exhibit D-2 Form
of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I-1 Form
of Regulation S Transfer Certificate during Restricted
Period
Exhibit I-2 Form
of Regulation S Transfer Certificate after Restricted
Period
Exhibit J
Form of Purchase Option Notice
Exhibit K
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate during
Restricted Period
Exhibit L
[Reserved]
Exhibit M
Controlling Class Certificateholder's Reports Checklist
Exhibit N
Form of Transfer
Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after
Restricted Period
Exhibit O
Form of Transfer Certificate of Regulation S Book-Entry
Certificate to
Rule 144A Global Book-Entry Certificate
during Restricted Period
Exhibit P
Form of Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q
Form Certification to be Provided with Form 10-K
Exhibit R-1 Form
of Certification to be Provided to Depositor by Paying
Agent
Exhibit R-2 Form
of Certification to be Provided to Depositor by Master
Servicer
Exhibit R-3 Form
of Certification to be Provided to Depositor by
Special Servicer
Exhibit S
Initial Companion Holders
Exhibit T
Form of Notice and Certification regarding Defeasance of
Mortgage Loan
Exhibit U
Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit V
Trustee Certification/Exception Report
Exhibit W
Form of Notice Relating to the Houston Galleria Mortgage
Loan
Exhibit X
Servicing Criteria to be Addressed in Assessment of
Compliance
Exhibit Y
Additional Form 10-D Disclosure
Exhibit Z
Additional Form 10-K Disclosure
Exhibit AA
Form 8-K Disclosure Information
Exhibit BB
Additional Disclosure Notification
Exhibit CC
Servicing and Subservicing Agreements
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Class X Reference Rate Schedule
Schedule 4
Assumption Fees on Certain Mortgage Loans
Schedule 5
Class A-SB Planned Principal Balance Schedule
<PAGE>
This Pooling and Servicing Agreement (the "Agreement") is dated
and
effective as of March 16, 2006, among J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master
Servicer, Midland Loan Services, Inc., as Special Servicer and
LaSalle Bank
National Association, as Trustee and Paying Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in
multiple classes (each, a "Class"), which in the aggregate will
evidence the
entire beneficial ownership interest in the trust fund (the "Trust
Fund") to be
created hereunder, the primary assets of which will be a pool of
commercial,
multifamily and manufactured housing community mortgage loans (the
"Mortgage
Loans"). As provided herein, the Paying Agent shall elect or shall
cause an
election to be made to treat the Trust Fund (exclusive of the
Excess Interest,
the Excess Interest Distribution Account and the proceeds thereof)
for federal
income tax purposes as two separate real estate mortgage investment
conduits
(the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as described
herein).
The parties intend that the portions of the Trust Fund
representing
the Excess Interest, the Excess Interest Distribution Account and
the proceeds
thereof will be treated as a grantor trust under subpart E of Part
I of
subchapter J of the Code and that the beneficial interests therein
will be
represented by the Class S Certificates.
LOWER-TIER REMIC
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class LA-1A-4, Class
LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class LA-1A-9, Class
LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class LA-1A-14, Class
LA-1A-15, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-3A, Class LA-3B-1,
Class LA-3B-2,
Class LA-3B-3, Class LA-3B-4, Class LA-4-1, Class LA-4-2, Class
LA-4-3, Class
LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7, Class LA-SB-1,
Class LA-SB-2,
Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class
LA-SB-7, Class
LA-M, Class LA-J, Class LB, Class LC, Class LD-1, Class LD-2, Class
LD-3, Class
LD-4, Class LE-1, Class LE-2, Class LF-1, Class LF-2, Class LF-3,
Class LG-1,
Class LG-2, Class LH-1, Class LH-2, Class LH-3, Class LJ-1, Class
LJ-2, Class
LK, Class LL, Class LM, Class LN, Class LP and Class LNR
Uncertificated
Interests will evidence "regular interests" in the Lower-Tier REMIC
created
hereunder. The sole Class of "residual interests" in the Lower-Tier
REMIC will
be evidenced by the Class LR Certificates.
The following table sets forth the Original Lower-Tier
Principal
Amounts and per annum rates of interest for the Uncertificated
Lower-Tier
Interests and the Class LR Certificates:
Original
Lower-Tier
Class Designation
Interest Rate
Principal Amount
-----------------
-------------
----------------
Class LA-1-1
(1)
$ 4,050,000
Class LA-1-2
(1)
$ 5,191,000
Class LA-1-3
(1)
$ 45,893,000
Class LA-1-4
(1)
$ 5,761,000
Class LA-1A-1
(1)
$
963,000
Class LA-1A-2
(1)
$ 1,176,000
Class LA-1A-3
(1)
$ 22,826,000
Class LA-1A-4
(1)
$ 9,435,000
Class LA-1A-5
(1)
$ 14,350,000
Class LA-1A-6
(1)
$ 11,881,000
Class LA-1A-7
(1)
$ 9,125,000
Class LA-1A-8
(1)
$ 8,699,000
Class LA-1A-9
(1)
$ 8,511,000
Class LA-1A-10
(1)
$ 29,250,000
Class LA-1A-11
(1)
$ 7,864,000
Class LA-1A-12
(1)
$ 7,499,000
Class LA-1A-13
(1)
$ 7,335,000
Class LA-1A-14
(1)
$ 9,756,000
Class LA-1A-15
(1)
$281,215,000
Class LA-2-1
(1)
$ 46,494,000
Class LA-2-2
(1)
$ 51,666,000
Class LA-2-3
(1)
$ 43,103,000
Class LA-3A
(1)
$100,000,000
Class LA-3B-1
(1)
$ 6,966,000
Class LA-3B-2
(1)
$ 49,897,000
Class LA-3B-3
(1)
$ 51,782,000
Class LA-3B-4
(1)
$ 9,552,000
Class LA-4-1
(1)
$ 31,115,000
Class LA-4-2
(1)
$ 98,846,000
Class LA-4-3
(1)
$ 31,209,000
Class LA-4-4
(1)
$ 72,183,000
Class LA-4-5
(1)
$ 26,553,000
Class LA-4-6
(1)
$219,978,000
Class LA-4-7
(1)
$477,656,000
Class LA-SB-1
(1)
$ 1,471,000
Class LA-SB-2
(1)
$ 9,585,000
Class LA-SB-3
(1)
$ 11,567,000
Class LA-SB-4
(1)
$ 11,269,000
Class LA-SB-5
(1)
$ 11,955,000
Class LA-SB-6
(1)
$ 11,813,000
Class LA-SB-7
(1)
$ 57,717,000
Class LA-M
(1)
$274,737,000
Class LA-J
(1)
$209,486,000
Class LB
(1)
$ 61,816,000
Class LC
(1)
$ 27,474,000
Class LD-1
(1)
$ 5,997,000
Class LD-2
(1)
$ 16,043,000
Class LD-3
(1)
$ 15,310,000
Class LD-4
(1)
$ 3,860,000
Class LE-1
(1)
$ 12,553,000
Class LE-2
(1)
$ 11,487,000
Class LF-1
(1)
$ 9,406,000
Class LF-2
(1)
$ 19,265,000
Class LF-3
(1)
$ 5,671,000
Class LG-1
(1)
$ 15,783,000
Class LG-2
(1)
$ 11,690,000
Class LH-1
(1)
$ 12,438,000
Class LH-2
(1)
$ 22,671,000
Class LH-3
(1)
$ 6,102,000
Class LJ-1
(1)
$ 2,679,000
Class LJ-2
(1)
$ 11,058,000
Class LK
(1)
$ 13,737,000
Class LL
(1)
$ 6,868,000
Class LM
(1)
$ 3,434,000
Class LN
(1)
$ 6,869,000
Class LP
(1)
$ 6,868,000
Class LNR
(1)
$ 30,908,510
Class LR
None(2)
None(2)
------------
(1) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The Class LR
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining
in the
Lower-Tier
Distribution Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4,
Class
A-SB, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P,
Class NR, Class X-1 and Class X-2 Certificates will evidence
"regular interests"
in the Upper-Tier REMIC created hereunder. The sole Class of
"residual
interests" in the Upper-Tier REMIC created hereunder will be
evidenced by the
Class R Certificates.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the
"Original Certificate Balance") or Notional Amount ("Original
Notional Amount"),
as applicable, and the initial ratings given each Class by the
Rating Agencies
for each Class of Certificates comprising the interests in the
Upper-Tier REMIC
created hereunder:
Original
Initial
Certificate
Pass-Through
Balance or
Ratings(1)
Rate
Notional Amount
(Moody's/S&P)
------------- ---------------
-------------
Class A-1 Certificates(2)
3.8450%
$ 60,895,000
Aaa/AAA
Class A-2 Certificates(2)
5.4370%
$ 141,263,000
Aaa/AAA
Class A-3A Certificates (2) 5.4910%(3)
$
100,000,000
Aaa/AAA
Class A-3B Certificates(2)
5.6711%(4) $ 118,197,000
Aaa/AAA
Class A-4 Certificates(2)
5.4810%(3) $ 957,540,000
Aaa/AAA
Class A-SB Certificates(2)
5.5060%(3) $ 115,377,000
Aaa/AAA
Class A-1A Certificates(2)
5.4150%(3) $ 429,885,000
Aaa/AAA
Class A-M Certificates
5.6301%(4) $ 274,737,000
Aaa/AAA
Class A-J Certificates
5.6791%(4) $ 209,486,000
Aaa/AAA
Class B Certificates
5.7201%(5) $ 61,816,000
Aa2/AA
Class C Certificates
5.7201%(5) $ 27,474,000
Aa3/AA-
Class D Certificates
5.7201%(5) $ 41,210,000
A2/A
Class E Certificates
5.7201%(5) $ 24,040,000
A3/A-
Class F Certificates
5.7201%(5) $ 34,342,000
Baa1/BBB+
Class G Certificates
5.7201%(5) $ 27,473,000
Baa2/BBB
Class H Certificates
5.7201%(5) $ 41,211,000
Baa3/BBB-
Class J Certificates
5.1460%(3) $ 13,737,000
Ba1/BB+
Class K Certificates
5.1460%(3) $ 13,737,000
Ba2/BB
Class L Certificates
5.1460%(3) $ 6,868,000
Ba3/BB-
Class M Certificates
5.1460%(3) $ 3,434,000
B1/B+
Class N Certificates
5.1460%(3) $ 6,869,000
B2/B
Class P Certificates
5.1460%(3) $ 6,868,000
B3/B-
Class NR Certificates
5.1460%(3) $ 30,908,510
*/*
Class R Certificates
N/A(6)
N/A(6)
*/*
Class X-1 Certificates
0.0395%(7)
$2,747,367,510(8) Aaa/AAA
Class X-2 Certificates
0.2003%(7)
$2,694,275,000(8) Aaa/AAA
------------
(1) The
Certificates marked with an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes
of making distributions to the Class A-1, Class A-2, Class
A-3A,
Class A-3B, Class A-4, Class A-SB and Class A-1A Certificates,
the
pool of
Mortgage Loans will be deemed to consist of two distinct Loan
Groups,
Loan Group 1 and Loan Group 2.
(3) Subject to a
maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(4) The
Pass-Through Rate for any Distribution Date for the Class A-3B,
Class
A-M, and
Class A-J Certificates will be a per annum rate equal to the
Weighted
Average Net Mortgage Rate for the Distribution Date minus
0.0490%,
0.0900%, and 0.0410%, respectively.
(5) The
Pass-Through Rate for any Distribution Date for the Class B, Class
C,
Class D,
Class E, Class F, Class G and Class H Certificates will be the
Weighted
Average Net Mortgage Rate.
(6) The Class R
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
(7) The
Pass-Through Rates for each of the Class X-1 and Class X-2
Certificates will be calculated in accordance with the related
definitions
of "Class
X-1 Pass-Through Rate" and "Class X-2 Pass-Through Rate," as
applicable.
(8) The Class
X-1 and Class X-2 Certificates will not have a Certificate
Balance;
rather, each such Class of Certificates will accrue interest as
provided
herein on the related Class X-1 Notional Amount and Class X-2
Notional
Amount, as applicable.
As of the close of business on the Cut-off Date, the Mortgage
Loans
had an aggregate principal balance, after application of all
payments of
principal due on or before such date, whether or not received,
equal to
$2,747,367,511.
Seven (7) mortgage loans (or groups of mortgage loans), the
Houston
Galleria Companion Notes, the CenterPoint I Companion Note, the
Brinton
Portfolio Companion Loan, the Metro Corporate Center Companion
Loan, the Tulane
Park Apartments Companion Loan, the Pheasant Run Companion Loan,
the Donato
Corporate Park #1 Companion Loan and the Marlton Square Shopping
Center
Companion Loan (collectively, the "Companion Loans") are not part
of the Trust
Fund, but are secured by the same Mortgage that secures the related
Mortgage
Loan (each, with the exception of the CenterPoint I Mortgage Loan,
an "AB
Mortgage Loan" and, collectively, the "AB Mortgage Loans") that is
part of the
Trust Fund. As and to the extent provided herein, the Companion
Loans will be
serviced and administered in accordance with this Agreement.
Amounts
attributable to the Companion Loans will not be assets of the Trust
Fund, and
(except to the extent that such amounts are payable or reimbursable
to any party
to this Agreement) will be owned by the related Companion
Holders.
The Houston Galleria Mortgage Loan and the Houston Galleria
Senior
Companion Note are pari passu with each other and the Houston
Galleria
Subordinate Notes are subordinated to such loans. The Houston
Galleria Mortgage
Loan is part of the Trust Fund. The Houston Galleria A-1 Note and
the Houston
Galleria C Note are part of the Houston Galleria Trust. The Houston
Galleria B
Note is not part of a trust. The Houston Galleria Mortgage Loan and
the Houston
Galleria Companion Notes will be serviced and administered in
accordance with
the Houston Galleria Pooling Agreement.
The CenterPoint I Whole Loan consists of the CenterPoint I
Mortgage
Loan and the CenterPoint I Companion Note. The CenterPoint I
Mortgage Loan and
the CenterPoint I Companion Note are pari passu with each other.
The CenterPoint
I Mortgage Loan is part of the Trust Fund. The CenterPoint I
Companion Note is
not part of the Trust Fund. The CenterPoint I Mortgage Loan and the
CenterPoint
I Companion Note will be serviced and administered in accordance
with this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Paying
Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized
terms, unless
the context otherwise requires, shall have the meanings specified
in this
Article.
"10-K Filing
Deadline": As defined in Section 11.05.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in
the
Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan
or
Loan Pair, other than the Houston Galleria Mortgage Loan or a
Mortgage Loan or a
Loan Pair that expressly requires the Mortgagor to maintain
insurance coverage
for acts of terrorism, a default under the related Mortgage Loan
documents
arising by reason of (i) any failure on the part of the related
Mortgagor to
maintain with respect to the related Mortgaged Property specific
insurance
coverage with respect to, or an all-risk casualty insurance policy
that does not
specifically exclude, terrorist or similar acts, and/or (ii) any
failure on the
part of the related Mortgagor to maintain with respect to the
related Mortgaged
Property insurance coverage with respect to terrorist or similar
acts upon terms
not materially less favorable than those in place as of the Closing
Date, in
each case, as to which default the Master Servicer and the Special
Servicer may
forbear taking any enforcement action, provided that the Special
Servicer has
determined, in its reasonable judgment based on inquiry consistent
with the
Servicing Standards and after consultation with the Directing
Certificateholder,
that either (a) such insurance is not available at commercially
reasonable rates
and that such hazards are not at the time commonly insured against
for
properties similar to the related Mortgaged Property and located in
or around
the region in which such related Mortgaged Property is located, or
(b) such
insurance is not available at any rate; provided, however, the
Directing
Certificateholder, will not have more than 30 days to respond to
the Special
Servicer's request for consultation; provided, further, that upon
the Special
Servicer's determination, consistent with the Servicing Standards,
that exigent
circumstances do not allow the Special Servicer to consult with the
Directing
Certificateholder, the Special Servicer will not be required to do
so. The
Special Servicer shall be entitled to rely on insurance consultants
in making
determinations described above. The cost of such insurance
consultants shall be
paid from the Certificate Account as a Servicing Advance to the
extent the
Mortgage Loan documents do not prohibit such amounts from being
collected from
the related Mortgagor and otherwise as an expense of the Trust
Fund.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates, an amount equal to
interest for the
related Interest Accrual Period at the Pass-Through Rate of such
Class of
Certificates for such Distribution Date, accrued on the related
Certificate
Balance (or with respect to the Class X-1 and Class X-2
Certificates, the
Notional Amount of such Class) outstanding immediately prior to
such
Distribution Date (provided that for interest accrual purposes any
distributions
in reduction of Certificate Balance or Notional Amount or
reductions in
Certificate Balance or Notional Amount as a result of allocations
of Collateral
Support Deficit on the Distribution Date occurring in an Interest
Accrual Period
shall be deemed to have been made on the first day of such Interest
Accrual
Period). Accrued Certificate Interest shall be calculated on the
basis of a
360-day year consisting of twelve 30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the
Class X, Class S
and the Residual Certificates) that had an increase to its
Certificate Balance
as a result of a recovery of Nonrecoverable Advances, an amount
equal to
interest at the Pass-Through Rate applicable to that Class on the
amount of such
increase to its Certificate Balance accrued from the Distribution
Date on which
Collateral Support Deficit was allocated to such Class as a result
of the
reimbursement of Nonrecoverable Advances from the Trust to, but not
including,
the Distribution Date on which the Certificate Balance was so
increased.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other than the lender under
such Mortgage
Loan as of the Closing Date as set forth on Schedule 1 hereto, as
increased or
decreased from time to time pursuant to the terms of the related
subordinate
loan documents (including any subordination agreement).
"Additional Exclusions": Exclusions in addition to those
customarily
found in the insurance policies for mortgaged properties similar to
the
Mortgaged Properties on September 11, 2001.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Servicer": Each Affiliate of the Master Servicer,
the
Special Servicer or either Mortgage Loan Seller that services any
of the
Mortgage Loans and each Person who is not an Affiliate of the
Master Servicer,
other than the Special Servicer, who services 10% or more of the
Mortgage Loans.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each
case computed on
the basis of the Stated Principal Balance of the related Mortgage
Loan and in
the same manner as interest is calculated on such Mortgage
Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that
is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date
upon which such Mortgage Loan commences accruing interest at such
Revised Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New
York; and (b) such other state or local tax laws whose
applicability shall have
been brought to the attention of the Trustee and the Paying Agent
by either (i)
an Opinion of Counsel delivered to it, or (ii) written notice from
the
appropriate taxing authority as to the applicability of such state
or local tax
laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in properties of like kind and
in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in
connection with an
Appraisal Reduction, a valuation meeting the requirements of clause
(b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than the Houston Galleria Mortgage Loan) and
the
CenterPoint I Whole Loan as to which an Appraisal Reduction Event
has occurred,
will be an amount calculated by the Special Servicer, as of the
first
Determination Date following the date on which the Special Servicer
receives and
delivers to the Master Servicer or performs the related Appraisal,
equal to the
excess of (a) the Stated Principal Balance of such Mortgage Loan
and any related
Companion Loan or the Stated Principal Balance of the CenterPoint I
Whole Loan,
as the case may be, over (b) the excess of (i) the sum of (A) 90%
of the
Appraised Value of the related Mortgaged Property as determined (1)
by one or
more Appraisals with respect to any Mortgage Loan (together with
any other
Mortgage Loan cross-collateralized with such Mortgage Loan) or the
CenterPoint I
Whole Loan with an outstanding principal balance equal to or in
excess of
$2,000,000 (the costs of which shall be paid by the Master Servicer
as an
Advance) or (2) by an internal valuation performed by the Special
Servicer with
respect to any Mortgage Loan (together with any other Mortgage
Loan
cross-collateralized with such Mortgage Loan) or with respect to
the CenterPoint
I Whole Loan with an outstanding principal balance less than
$2,000,000 minus,
with respect to any Appraisals, such downward adjustments as the
Master Servicer
may make (without implying any obligation to do so) based upon its
review of the
Appraisal and any other information it deems relevant and (B) all
escrows,
letters of credit and reserves in respect of such Mortgage Loan or
the
CenterPoint I Whole Loan as of the date of calculation over (ii)
the sum of, as
of the Due Date occurring in the month of the date of
determination, (A) to the
extent not previously advanced by the Master Servicer or the
Trustee, all unpaid
interest on such Mortgage Loan or the CenterPoint I Whole Loan at a
per annum
rate equal to its Mortgage Rate (and any accrued and unpaid
interest on any
related Companion Loan), (B) all unreimbursed Advances and any
Advances that
were not reimbursed out of collections on such Mortgage Loan or the
CenterPoint
I Whole Loan and interest thereon at the Reimbursement Rate in
respect of such
Mortgage Loan and (C) all currently due and unpaid real estate
taxes,
assessments, insurance premiums, ground rents, unpaid Special
Servicing Fees and
all other amounts due and unpaid with respect to such Mortgage Loan
(which
taxes, premiums, ground rents and other amounts have not been the
subject of an
Advance by the Master Servicer or the Trustee, as applicable);
provided,
however, without limiting the Special Servicer's obligation to
order and obtain
such Appraisal, if the Special Servicer has not obtained the
Appraisal or
valuation, as applicable, referred to above within 60 days of the
Appraisal
Reduction Event (or with respect to the Appraisal Reduction Events
set forth in
clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within 120
days after the initial delinquency for the related Appraisal
Reduction Event),
the amount of the Appraisal Reduction shall be deemed to be an
amount equal to
25% of the current Stated Principal Balance of the related Mortgage
Loan or the
CenterPoint I Whole Loan (or AB Mortgage Loan and its related
Companion Loan in
the case of an AB Mortgage Loan), as applicable, until such time as
such
appraisal or valuation referred to above is received and the
Appraisal Reduction
is calculated. Within 60 days after the Appraisal Reduction Event,
the Special
Servicer shall order and receive an Appraisal (the cost of which
shall be paid
as a Servicing Advance); provided, however, that with respect to an
Appraisal
Reduction Event as set forth in clause (i) of the definition of
Appraisal
Reduction Event, the Special Servicer shall order and receive such
Appraisal
within the 120-day period set forth in such clause (i), which
Appraisal shall be
delivered by the Special Servicer to the Master Servicer, the
Directing
Certificateholder, the Paying Agent and the Trustee.
With respect to each Mortgage Loan (other than the Houston
Galleria
Mortgage Loan) and with respect to the CenterPoint I Whole Loan as
to which an
Appraisal Reduction has occurred (unless such Mortgage Loan or the
CenterPoint I
Whole Loan has become a Corrected Mortgage Loan (for such purposes
taking into
account any amendment or modification of such Mortgage Loan or the
CenterPoint I
Whole Loan), the Special Servicer shall, within thirty (30) days of
each
anniversary of the related Appraisal Reduction Event, order an
Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be
paid by the
Master Servicer as a Servicing Advance or to conduct an internal
valuation, as
applicable and, promptly following receipt of any such Appraisal,
shall deliver
a copy thereof to the Master Servicer, the Directing
Certificateholder, the
Paying Agent and the Trustee. Based upon such Appraisal or
valuation, the
Special Servicer shall redetermine and report to the Directing
Certificateholder, the Master Servicer, the Paying Agent and the
Trustee the
amount of the Appraisal Reduction with respect to such Mortgage
Loan and
Companion Loan, as applicable, and such redetermined Appraisal
Reduction shall
replace the prior Appraisal Reduction with respect to such Mortgage
Loan and
Companion Loan or the CenterPoint I Whole Loan, as applicable. The
Directing
Certificateholder shall have ten (10) Business Days to review each
calculation
of an Appraisal Reduction; provided, however, that if the
Directing
Certificateholder fails to approve or disapprove any calculation of
the
Appraisal Reduction within ten (10) Business Days of receipt of the
initial
Appraisal Reduction, such consent shall be deemed given.
Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an
Appraisal or
conduct an internal valuation, as applicable, with respect to a
Mortgage Loan or
the CenterPoint I Whole Loan which is the subject of an Appraisal
Reduction
Event to the extent the Special Servicer has obtained an Appraisal
or conducted
such a valuation (in accordance with requirements of this
Agreement), as
applicable, with respect to the related Mortgaged Property within
the
twelve-month period immediately prior to the occurrence of such
Appraisal
Reduction Event. Instead, the Special Servicer may use such prior
Appraisal or
valuation, as applicable, in calculating any Appraisal Reduction
with respect to
such Mortgage Loan or the CenterPoint I Whole Loan; provided that
the Special
Servicer is not aware of any material change to the related
Mortgaged Property
having occurred and affecting the validity of such appraisal or
valuation, as
applicable.
Any
Appraisal Reduction in respect of the Houston Galleria Whole
Loan shall be calculated by the Houston Galleria Master Servicer in
accordance
with and pursuant to the terms of the Houston Galleria Pooling
Agreement.
Any Mortgage Loan or the CenterPoint I Whole Loan, as
applicable,
previously subject to an Appraisal Reduction which Mortgage Loan or
the
CenterPoint I Whole Loan, as applicable, has become a Corrected
Mortgage Loan
(for such purposes taking into account any amendment or
modification of such
Mortgage Loan or the CenterPoint I Whole Loan, as applicable), and
with respect
to which no other Appraisal Reduction Event has occurred and is
continuing, will
no longer be subject to an Appraisal Reduction. Any Appraisal
Reduction for the
CenterPoint I Whole Loan shall be allocated in accordance with the
CenterPoint I
Intercreditor Agreement to the CenterPoint I Mortgage Loan and the
CenterPoint I
Companion Notes, pro rata and pari passu according to their
respective Stated
Principal Balances.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan (other than the
Houston Galleria
Mortgage Loan) or the related REO Property will be reduced to zero
as of the
date on which such Mortgage Loan is paid in full, liquidated,
repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan
and
the CenterPoint I Whole Loan (other than the Houston Galleria
Mortgage Loan),
the earliest of (i) 120 days after an uncured delinquency (without
regard to the
application of any grace period) occurs in respect of such Mortgage
Loan or the
CenterPoint I Whole Loan, as applicable, (ii) the date on which a
reduction in
the amount of Monthly Payments on such Mortgage Loan or the
CenterPoint I Whole
Loan, as applicable, or a change in any other material economic
term of such
Mortgage Loan or the CenterPoint I Whole Loan, as applicable (other
than an
extension of the Maturity Date), becomes effective as a result of a
modification
of such Mortgage Loan by the Special Servicer, (iii) the date on
which a
receiver has been appointed, (iv) 60 days after a Mortgagor
declares bankruptcy,
(v) 60 days after the date on which an involuntary petition of
bankruptcy is
filed with respect to the related Mortgagor if not dismissed within
such time,
(vi) 90 days after an uncured delinquency occurs in respect of a
Balloon Payment
with respect to such Mortgage Loan or the CenterPoint I Whole Loan,
as
applicable, except where a refinancing is anticipated within 120
days after the
Maturity Date of the Mortgage Loan or the CenterPoint I Whole Loan,
as
applicable, in which case 120 days after such uncured delinquency,
and (vii)
immediately after such Mortgage Loan or the CenterPoint I Whole
Loan, as
applicable, becomes an REO Loan; provided, however, that an
Appraisal Reduction
Event shall not occur at any time when the aggregate Certificate
Balances of all
Classes of Certificates (other than the Class A Certificates) have
been reduced
to zero. The Special Servicer shall notify the Master Servicer, or
the Master
Servicer shall notify the Special Servicer, as applicable, promptly
upon the
occurrence of any of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property
(other
than the Houston Galleria Mortgaged Property), the appraised value
thereof as
determined by an Appraisal of the Mortgaged Property securing the
related
Mortgage Loan or the CenterPoint I Whole Loan, as applicable. With
respect to
the Houston Galleria Mortgaged Property, the appraised value
allocable thereto,
as determined pursuant to the Houston Galleria Pooling
Agreement.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Excess Interest at the rate specified in
the related
Mortgage Note and the Mortgagor is required to apply excess monthly
cash flow
generated by the related Mortgaged Property to the repayment of the
outstanding
principal balance on such Mortgage Loan. No Mortgage Loans in the
Trust Fund are
ARD Loans.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar instrument
executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and
profits
derived from the ownership, operation, leasing or disposition of
all or a
portion of such Mortgaged Property, in the form which was duly
executed,
acknowledged and delivered, as amended, modified, renewed or
extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in respect of its Balloon
Payment
(including any REO Loan as to which the Balloon Payment would have
been past
due), an amount equal to the sum of (a) the principal portion of
the Monthly
Payment that would have been due on such Mortgage Loan on the
related Due Date
based on the constant payment required by the related Mortgage Note
or the
original amortization schedule thereof (as calculated with interest
at the
related Mortgage Rate), if applicable, assuming such Balloon
Payment has not
become due, after giving effect to any reduction in the principal
balance
thereof occurring in connection with a modification of such
Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and
(b) interest
on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Paying Agent or any agent of the
Trustee
appointed to act as Authenticating Agent pursuant to Section
5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Mortgage Loans (and in
the
case of the Houston Galleria Mortgage Loan, only to the extent
received by the
Trust pursuant to the Houston Galleria Intercreditor Agreement) on
deposit in
the Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited to
any portion of
the Certificate Account that is held for the benefit of the
Companion Holders)
and the Lower-Tier Distribution Account as of the close of business
on the
related P&I Advance Date, exclusive of (without
duplication):
(i) all Monthly Payments paid by the Mortgagors that are due on
a
Due Date
following the end of the related Due Period, excluding interest
related to
payments prior to, but due after, the Cut-off Date;
(ii) all unscheduled Principal Prepayments (together with any
related
payments of interest allocable to the period following the
related
Due Date
for the related Mortgage Loan), Liquidation Proceeds or
Insurance
and
Condemnation Proceeds, in each case, received subsequent to the
related
Determination Date (or, with respect to voluntary Principal
Prepayments for each Mortgage Loan with a Due Date occurring after
the
related
Determination Date, the related Due Date);
(iii) all amounts payable or reimbursable to any Person from
the
Certificate Account pursuant to clauses (ii) through (xvii),
inclusive,
and
clauses (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from the
Lower-Tier
Distribution Account pursuant to clauses (iv) through (ix),
inclusive,
of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in the Certificate Account, the
Lower-Tier
Distribution Account and, without duplication, the REO Account
in error;
and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in (1)
each
January or (2) any December in a year immediately preceding a
year
which is
not a leap year, an amount equal to one day of interest on the
Stated
Principal Balance of such Mortgage Loan as of the Due Date in
the
month
preceding the month in which such Distribution Date occurs at
the
related
Mortgage Rate to the extent such amounts are Withheld Amounts;
(b) if and to the extent not already included in clause (a)
hereof,
the aggregate amount transferred from the REO Account to the
Certificate Account
for such Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the
Master
Servicer or the Trustee, as applicable, for such Distribution Date
pursuant to
Section 4.03 or 7.05 (net of the related Trustee Fee with respect
to the
Mortgage Loans for which such P&I Advances are made); and
(d) for the Distribution Date occurring in each March, the
Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant to
Section
3.25(b).
Notwithstanding the investment of funds held in the Certificate
Account pursuant
to Section 3.06, for purposes of calculating the Available
Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in
such account.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion Loan that
by
its original terms or by virtue of any modification entered into as
of the
Closing Date provides for an amortization schedule extending beyond
its Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Monthly Payment payable on the
Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3A,
Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class
A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H
Certificate, a fraction
(a) whose numerator is the greater of (x) zero and (y) the amount
by which (i)
the Pass-Through Rate on such Class of Certificates exceeds (ii)
the discount
rate used in accordance with the related Mortgage Loan documents in
calculating
the Yield Maintenance Charge with respect to such Principal
Prepayment and (b)
whose denominator is the amount by which (i) the Mortgage Rate on
such Mortgage
Loan exceeds (ii) the discount rate used in accordance with the
related Mortgage
Loan documents in calculating the Yield Maintenance Charge with
respect to such
Principal Prepayment. However, under no circumstances shall the
Base Interest
Fraction be greater than one. If such discount rate is greater than
the Mortgage
Rate on such Mortgage Loan, then the Base Interest Fraction will
equal zero. The
Master Servicer shall provide to the Paying Agent the discount rate
references
above for purposes of calculating the Base Interest Fraction.
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor and the proceeds of any bid pursuant to
Section 7.01(c),
the amount of such proceeds (net of any expenses incurred in
connection with
such bid and the transfer of servicing), multiplied by a fraction
equal to (a)
the Servicing Fee Amount for the Master Servicer or such
Sub-Servicer therefor,
as the case may be, as of such date of determination, over (b) the
aggregate of
the Servicing Fee Amounts for the Master Servicer and all
Sub-Servicers therefor
as of such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Brinton Portfolio AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as loan number 37.
"Brinton Portfolio Companion Loan": That certain loan evidenced by
a
promissory B note, which is not an asset of the Trust Fund, secured
by the
Mortgaged Property securing the Brinton Portfolio AB Mortgage
Loan.
"Brinton Portfolio Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of December 15,
2006,
between CIBC Inc., as Note A Holder, and CBA Mezzanine Capital
Finance, LLC, as
Note B Holder. The Brinton Portfolio Intercreditor Agreement
relates to the
Brinton Portfolio Mortgage Loan.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York, Chicago,
Illinois, Pittsburgh,
Pennsylvania or the city and state in which the Corporate Trust
Office of the
Trustee, or the principal place of business of the Master Servicer,
the Paying
Agent, or the Special Servicer is located, are authorized or
obligated by law or
executive order to remain closed.
"CenterPoint I A2 Note": With respect to the CenterPoint I
Whole
Loan, the related promissory note made by the related Mortgagor and
secured by
the Mortgage on the CenterPoint I Mortgaged Property and designated
as
promissory note A2, which is not included in the Trust and which is
pari passu
in right of payment to the CenterPoint I Mortgage Loan, to the
extent set forth
in the related Mortgage Loan documents and as provided in the
CenterPoint I
Intercreditor Agreement.
"CenterPoint I Companion Default": As defined in Section
7.01(a).
"CenterPoint I Companion Loan Securities": Any class of
securities
backed, wholly or partially, by the CenterPoint I Companion
Note.
"CenterPoint I Companion Noteholders": The holders of the
CenterPoint I Companion Note.
"CenterPoint I Companion Note": The CenterPoint I A2 Note.
"CenterPoint I Event of Default": An "Event of Default" as
defined
under the CenterPoint I Whole Loan documents.
CenterPoint I Intercreditor Agreement": The Intercreditor
Agreement,
by and among the holders of the CenterPoint I Notes, relating to
the relative
rights of such holders of the CenterPoint I Whole Loan, as the same
may be
further amended in accordance with the terms thereof.
"CenterPoint I Mortgage Loan": With respect to the CenterPoint
I
Whole Loan, the Mortgage Loan that is included in the Trust
(identified as
Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is
designated as
promissory note A1 and is pari passu in right of payment with the
CenterPoint I
A2 Note to the extent set forth in the CenterPoint I Whole Loan and
as provided
in the CenterPoint I Intercreditor Agreement.
"CenterPoint I Mortgaged Property": The Mortgaged Property that
secures the CenterPoint I Whole Loan.
"CenterPoint I Notes": The CenterPoint I Mortgage Loan and the
CenterPoint I A2 Note.
"CenterPoint I Remittance Date": The date that is within two
(2)
Business Days following receipt by the Master Servicer from the
CenterPoint I
Whole Loan borrower of all payments received with respect to and
allocable to
the CenterPoint I Whole Loan.
"CenterPoint I Whole Loan": The CenterPoint I Mortgage Loan,
together with the CenterPoint I Companion Note, each of which is
secured by the
same Mortgage on the CenterPoint I Mortgaged Property. References
herein to the
CenterPoint I Whole Loan shall be construed to refer to the
aggregate
indebtedness under the CenterPoint I Notes.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14, as executed and
delivered by the
Certificate Registrar and authenticated and delivered hereunder by
the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
accounts
created and maintained by the Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "GMAC Commercial Mortgage Corporation, as Master Servicer,
on behalf of
LaSalle Bank National Association, as Trustee, in trust for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14,
Certificate
Account." Any such account or accounts shall be an Eligible
Account. Subject to
the related Intercreditor Agreement and taking into account that
each Companion
Loan is subordinate to the related AB Mortgage Loan to the extent
set forth in
the related Intercreditor Agreement, the subaccount described in
the second
paragraph of Section 3.04(b) that is part of the Certificate
Account shall be
for the benefit of the related Companion Holder, to the extent
funds on deposit
in such subaccount are attributed to such Companion Loan and shall
not be an
asset of the Trust Fund or the Upper-Tier REMIC or Lower-Tier REMIC
formed
hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the Class S Certificates and
the Class X
Certificates), (i) on or prior to the first Distribution Date, an
amount equal
to the Original Certificate Balance of such Class as specified in
the
Preliminary Statement hereto, and (ii) as of any date of
determination after the
first Distribution Date, the Certificate Balance of such Class of
Certificates
on the Distribution Date immediately prior to such date of
determination
(determined as adjusted pursuant to Section 1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage
Deferred Interest
allocated to such Class of Certificates pursuant to Section
4.06(a).
"Certificate Factor": With respect to any Class of Certificates,
as
of any date of determination, a fraction, expressed as a decimal
carried to at
least eight (8) places, the numerator of which is the then related
Certificate
Balance, and the denominator of which is the related Original
Certificate
Balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Ownership Certification": As defined in Section
5.06.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement, any Certificate registered in the name of the
Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Depositor,
or any
Mortgage Loan Seller or any Affiliate thereof shall be deemed not
to be
outstanding, and the Voting Rights to which it is entitled shall
not be taken
into account in determining whether the requisite percentage of
Voting Rights
necessary to effect any such consent, approval or waiver has been
obtained, if
such consent, approval or waiver sought from such party would in
any way
increase its compensation or limit its obligations as Master
Servicer, Special
Servicer, Depositor or Trustee, as applicable, hereunder; provided,
however, so
long as there is no Event of Default with respect to the Master
Servicer or the
Special Servicer, the Master Servicer and the Special Servicer
shall be entitled
to exercise such Voting Rights with respect to any issue which
could reasonably
be believed to adversely affect such party's compensation or
increase its
obligations or liabilities hereunder; and provided, further,
however, that such
restrictions shall not apply to the exercise of the Special
Servicer's rights
(or the Master Servicer's or any Mortgage Loan Seller's rights, if
any) or any
of their Affiliates as a member of the Controlling Class. The
Trustee and the
Paying Agent shall each be entitled to request and rely upon a
certificate of
the Master Servicer, the Special Servicer or the Depositor in
determining
whether a Certificate is registered in the name of an Affiliate of
such Person.
All references herein to "Holders" or "Certificateholders" shall
reflect the
rights of Certificate Owners as they may indirectly exercise such
rights through
the Depository and the Depository Participants, except as otherwise
specified
herein; provided, however, that the parties hereto shall be
required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a
Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer": As defined in Section 11.09.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same
alphabetical
(and, if applicable, numerical) Class designation and each
designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2,
Class
A-3A, Class A-3B, Class A-4 and Class A-SB Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 3.8450%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit A-7 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser of (i) 5.4150% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.4370%.
"Class A-3A
Certificate": A Certificate designated as "Class A-3A"
on the face thereof, in the form of Exhibit A-3 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-3A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser of 5.4910% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class A-3B Certificate": A Certificate designated as "Class
A-3B"
on the face thereof, in the form of Exhibit A-4 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-3B Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.0490%.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4810% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit A-11 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.0410%.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, in the form of Exhibit A-10 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.0900%.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit A-6 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to the lesser of (i) 5.5060% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such
Distribution Date
specified in Schedule 5 hereto relating to the Class A-SB
Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-12 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-17 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class J Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class LA-1-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-7 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-8 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-9 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-10 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-11 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-12 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-13 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-14 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-15 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3A Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-7 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-M Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-7 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LK
Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LNR Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LP Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit A-27 hereto, evidencing
the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class Notional Amount": The Class X-1 Notional Amount or the
Class
X-2 Notional Amount, as the context requires.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit A-25 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the
Weighted
Average Net Mortgage Rate.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof in the form of Exhibit A-26 hereto, and evidencing the
sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof and evidencing an undivided beneficial interest in the
portion of
the Grantor Trust consisting of the Excess Interest, the Excess
Interest
Distribution Account and the proceeds thereof. No Class S
Certificates shall be
issued hereunder.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates, the excess, if any, of (a) the sum of
(i) the
Distributable Certificate Interest in respect of such Class of
Certificates for
the immediately preceding Distribution Date and (ii) any
outstanding Class
Unpaid Interest Shortfall payable to such Class of Certificates on
such
preceding Distribution Date over (b) the aggregate amount in
respect of interest
actually distributed to such Class of Certificates on such
immediately preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect
to any Class
of Certificates as of the initial Distribution Date is zero. No
interest shall
accrue on Class Unpaid Interest Shortfalls.
"Class X Certificates": The Class X-1 Certificates and the Class
X-2
Certificates.
"Class X Reference Rate": With respect to any Distribution Date,
the
rate for such Distribution Date specified in Schedule 3 hereto.
"Class X-1 Certificate": Any one of the Certificates with a
"Class
X-1" designation on the face thereof, substantially in the form of
Exhibit A-8
attached hereto, and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
Class X-1 Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of all the Components.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the
respective
Components for such Distribution Date (weighted on the basis of the
respective
Component Notional Amounts of such Components outstanding
immediately prior to
such Distribution Date).
"Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2
Components which are
included for purposes of calculating the Class X-2 Notional Amount
for such
Distribution Date) for any Distribution Date, a rate per annum
equal to (i) the
Weighted Average Net Mortgage Rate for such Distribution Date,
minus (ii) the
Pass-Through Rate for the Related Certificates and (B) with respect
to any
Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (i) for any
Distribution Date occurring on or before the Class X-2 Termination
Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
(y)(1) with
respect to Component XA-3B-1, Component XA-3B-2, Component XA-3B-3,
Component
XA-3B-4, Component XA-M and Component XA-J, the sum of (I) the
Class X-2 Strip
Rate for the applicable Class X-2 Component and (II) the
Pass-Through Rate for
the Related Certificates for such Distribution Date and (2) for
each other Class
X-2 Component, the greater of (I) the Class X Reference Rate for
such
Distribution Date and (II) the Pass-Through Rate for the Related
Certificate for
such Distribution Date, and (ii) for any Distribution Date
occurring after the
Class X-2 Termination Date, a rate per annum equal to (x) the
Weighted Average
Net Mortgage Rate for such Distribution Date, minus (y) the
Pass-Through Rate
for the Related Certificates for such Distribution Date; provided,
that in no
event shall any Class X-1 Strip Rate be less than zero.
"Class X-2 Certificate": Any one of the Certificates with a
"Class
X-2" designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-2 Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-1-4, Component XA-1A-2, Component XA-1A-3, Component
XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2-1,
Component XA-2-2, Component XA-2-3, Component XA-3A, Component
XA-3B-1,
Component XA-3B-2, Component XA-3B-3, Component XA-3B-4, Component
XA-4-1,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5,
Component XA-4-6, Component XA-4-7, Component XA-SB-1, Component
XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-SB-7, Component XA-M, Component XA-J, Component XB,
Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3,
Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1,
Component XJ-2, Component XK and Component XL.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date in September 2006, the
sum of the then
Component Notional Amounts of Component XA-1-2, Component XA-1-3,
Component
XA-1-4, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-1,
Component
XA-2-2, Component XA-2-3, Component XA-3A, Component XA-3B-1,
Component XA-3B-2,
Component XA-3B-3, Component XA-3B-4, Component XA-4-1, Component
XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6,
Component XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ-1,
Component XJ-2,
Component XK and Component XL.
(ii) With respect to any Distribution Date after the
Distribution
Date in
September 2006 through and including the Distribution Date in
March
2007, the sum of the then Component Notional Amounts of
Component
XA-1-3,
Component XA-1-4, Component XA-1A-3, Component XA-1A-4,
Component
XA-1A-5,
Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component
XA-2-1, Component XA-2-2, Component XA-2-3, Component XA-3A,
Component
XA-3B-1, Component XA-3B-2, Component XA-3B-3, Component
XA-3B-4,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-4-7, Component
XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component
XA-J, Component XB, Component XC, Component XD-1, Component
XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component
XF-1, Component XF-2, Component XF-3, Component XG-1, Component
XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ-1,
Component
XJ-2, Component XK and Component XL.
(iii) With respect to any Distribution Date after the
Distribution
Date in
March 2007 through and including the Distribution Date in
September
2007, the sum of the then Component Notional Amounts of
Component
XA-1-4, Component XA-1A-4, Component XA-1A-5, Component
XA-1A-6,
Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component
XA-1A-10,
Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
Component
XA-1A-14, Component XA-1A-15, Component XA-2-1, Component
XA-2-2,
Component XA-2-3, Component XA-3A, Component XA-3B-1, Component
XA-3B-2,
Component XA-3B-3, Component XA-3B-4, Component XA-4-1,
Component
XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6,
Component XA-4-7, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-SB-7, Component XA-M, Component XA-J, Component XB,
Component
XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component
XE-1, Component XE-2, Component XF-1, Component XF-2, Component
XF-3,
Component XG-1, Component XG-2, Component XH-1, Component XH-2,
Component
XH-3, Component XJ-1, Component XJ-2, Component XK and
Component
XL.
(iv) With respect to any Distribution Date after the
Distribution
Date in
September 2007 through and including the Distribution Date in
March
2008, the sum of the then Component Notional Amounts of
Component
XA-1A-5,
Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component
XA-2-2, Component XA-2-3, Component XA-3A, Component XA-3B-1,
Component
XA-3B-2, Component XA-3B-3, Component XA-3B-4, Component
XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component
XA-4-6, Component XA-4-7, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-SB-7, Component XA-M, Component XA-J, Component
XB,
Component
XC, Component XD-1, Component XD-2, Component XD-3, Component
XD-4,
Component XE-1, Component XE-2, Component XF-1, Component XF-2,
Component
XF-3, Component XG-1, Component XG-2, Component XH-1, Component
XH-2,
Component XH-3, Component XJ-1, Component XJ-2, Component XK
and
Component
XL.
(v) With respect to any Distribution Date after the
Distribution
Date in
March 2008 through and including the Distribution Date in
September
2008, the sum of the then Component Notional Amounts of
Component
XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component
XA-1A-9,
Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-3,
Component XA-3A, Component XA-3B-1, Component XA-3B-2,
Component
XA-3B-3,
Component XA-3B-4, Component XA-4-1, Component XA-4-2,
Component
XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component
XA-M, Component XA-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component
XE-2, Component XF-1, Component XF-2, Component XF-3, Component
XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3
and
Component
XJ-2.
(vi) With respect to any Distribution Date after the
Distribution
Date in
September 2008 through and including the Distribution Date in
March
2009, the sum of the then Component Notional Amounts of
Component
XA-1A-7,
Component XA-1A-8, Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14,
Component XA-1A-15, Component XA-3A, Component XA-3B-2,
Component
XA-3B-3, Component XA-3B-4, Component XA-4-1, Component XA-4-2,
Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component
XA-4-7, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC,
Component
XD-1, Component XD-2, Component XD-3, Component XD-4, Component
XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3,
Component
XG-1, Component XG-2, Component XH-2 and Component XH-3.
(vii) With respect to any Distribution Date after the
Distribution
Date in
March 2009 through and including the Distribution Date in
September
2009, the sum of the then Component Notional Amounts of
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component
XA-1A-15, Component XA-3A, Component XA-3B-3, Component
XA-3B-4,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4,
Component
XA-4-5, Component XA-4-6, Component XA-4-7, Component XA-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-SB-7, Component XA-M, Component
XA-J,
Component XB, Component XC, Component XD-1, Component XD-2,
Component
XD-3, Component XD-4, Component XE-1, Component XE-2, Component
XF-1,
Component XF-2, Component XF-3, Component XG-1, Component XG-2
and
Component
XH-3.
(viii) With respect to any Distribution Date after the
Distribution
Date in
September 2009 through and including the Distribution Date in
March
2010, the sum of the then Component Notional Amounts of
Component
XA-1A-9,
Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-3A, Component
XA-3B-4, Component XA-4-1, Component XA-4-2, Component
XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component
XA-M, Component XA-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component
XE-2, Component XF-1, Component XF-2, Component XF-3 and
Component
XG-2.
(ix) With respect to any Distribution Date after the
Distribution
Date in
March 2010 through and including the Distribution Date in
September
2010, the sum of the then Component Notional Amounts of
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-4-2,
Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component
XA-4-7, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component
XA-J, Component XB, Component XC, Component XD-1, Component
XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component
XF-2 and Component XF-3.
(x) With respect to any Distribution Date after the
Distribution
Date in
September 2010 through and including the Distribution Date in
March
2011, the sum of the then Component Notional Amounts of
Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component
XA-1A-15, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component
XA-4-6, Component XA-4-7, Component XA-SB-3, Component XA-SB-4,
Component
XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component
XA-J, Component XB, Component XC, Component XD-1, Component
XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2
and
Component
XF-3.
(xi) With respect to any Distribution Date after the
Distribution
Date in
March 2011 through and including the Distribution Date in
September
2011, the sum of the then Component Notional Amounts of
Component
XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
XA-1A-15,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-4-7,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC,
Component
XD-1, Component XD-2, Component XD-3, Component XD-4 and
Component
XE-2.
(xii) With respect to any Distribution Date after the
Distribution
Date in
September 2011 through and including the Distribution Date in
March
2012, the sum of the then Component Notional Amounts of
Component
XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-4-5,
Component
XA-4-6, Component XA-4-7, Component XA-SB-5, Component XA-SB-6,
Component
XA-SB-7, Component XA-M, Component XA-J, Component XB,
Component
XC,
Component XD-2, Component XD-3 and Component XD-4.
(xiii) With respect to any Distribution Date after the
Distribution
Date in
March 2012 through and including the Distribution Date in
September
2012, the sum of the then Component Notional Amounts of
Component
XA-1A-14, Component XA-1A-15, Component XA-4-6, Component
XA-4-7,
Component XA-SB-6, Component XA-SB-7, Component XA-M, Component
XA-J,
Component XB, Component XC, Component XD-3 and Component XD-4.
(xiv) With respect to any Distribution Date after the
Distribution
Date in
September 2012 through and including the Distribution Date in
March
2013, the sum of the then Component Notional Amounts of
Component
XA-1A-15,
Component XA-4-7, Component XA-SB-7, Component XA-M, Component
XA-J,
Component XB, Component XC and Component XD-4.
(xv) after the Distribution Date in March 2013, $0.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the
respective Class
X-2 Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (weighted
on the basis of the respective Component Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date).
"Class X-2 Strip Rate": With respect to each Class X-2 Component
for
any Distribution Date, a rate per annum equal to (i) for any
Distribution Date
occurring on or before the Class X-2 Termination Date, (A) with
respect to
Component XA-3B-1, Component XA-3B-2, Component XA-3B-3 and
Component XA-3B-4,
the lesser of (1) 0.019% and (2) the Weighted Average Net Mortgage
Rate for
such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-3B Certificates, (B) with respect
to Component
XA-M, the lesser of (1) 0.060% and (2) the Weighted Average Net
Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-M Certificates, (C) with respect
to Component
XA-J, the lesser of (1) 0.011% and (2) the Weighted Average Net
Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on
such
Distribution Date for the Class A-J Certificates, and (D) with
respect to each
other Class X-2 Component, (1) the lesser of (I) the Weighted
Average Net
Mortgage Rate for such Distribution Date and (II) the Class X
Reference Rate for
such Distribution Date, minus (2) the Pass-Through Rate for the
Related
Certificates (provided, that in no event shall any Class X-2 Strip
Rate be less
than zero) and (ii) for any Distribution Date occurring after the
Class X-2
Termination Date, 0% per annum.
"Class X-2 Termination Date": The Distribution Date in March
2013.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": March 16, 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Paying Agent,
the Master Servicer and the Directing Certificateholder.
"CMSA Advance Recovery Report": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally as is
reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File"
format substantially in the form of and containing the information
called for
therein, or such other form for the presentation of such
information as may be
approved from time to time by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "CMSA
Bond Level
File" available as of the Closing Date on the CMSA website, as is
reasonably
acceptable to the Paying Agent.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and
containing the
information called for therein, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Collateral Summary File" available as of the Closing Date on
the CMSA
website, is reasonably acceptable to the Paying Agent, the Trustee
and the
Master Servicer.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Comparative Financial Status Report"
available as
of the Closing Date on the CMSA website, is reasonably acceptable
to the Master
Servicer or the Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of
and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for the form of the "Delinquent Loan Status Report"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
Master
Servicer or the Special Servicer, as applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Financial File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of
and containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Historical Liquidation Report" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification
and Corrected
Mortgage Loan Report" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Historical Loan Modification and Corrected
Mortgage Loan
Report" available as of the Closing Date on the CMSA website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package (IRP)": The collection of
reports
specified by the CMSA from time to time as the "CMSA Investor
Reporting
Package." As of the Closing Date, the CMSA IRP contains seven
electronic files
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3)
CMSA
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral
Summary File, (6)
CMSA Financial File and (7) CMSA Special Servicer Loan File) and
ten
surveillance reports ((1) CMSA Servicer Watch List, (2) CMSA
Delinquent Loan
Status Report, (3) CMSA REO Status Report, (4) CMSA Comparative
Financial Status
Report, (5) CMSA Historical Loan Modification and Corrected
Mortgage Loan
Report, (6) CMSA Historical Liquidation Report, (7) CMSA Operating
Statement
Analysis Report, (8) CMSA NOI Adjustment Worksheet, (9) CMSA Loan
Level
Reserve/LOC Report and (10) CMSA Reconciliation of Funds Report).
In addition,
the CMSA Investor Reporting Package shall include the CMSA Advance
Recovery
Report and the CMSA Realized Loss Report. The CMSA IRP shall be
substantially in
the form of, and containing the information called for in, the
downloadable
forms of the "CMSA IRP" 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 or reports as may from time to time be
approved by the
CMSA for commercial mortgage backed securities transaction
generally and,
insofar as it requires the presentation of information in addition
to that
called for by the form of the "CMSA IRP" available as of the
Closing Date on the
CMSA website, as is reasonably acceptable to the Master Servicer,
the Special
Servicer, the Trustee and the Paying Agent. For the purposes of the
production
of the CMSA Comparative Financial Status Report by the Master
Servicer or the
Special Servicer of any such report that is required to state
information for
any period prior to the Cut off Date, the Master Servicer or the
Special
Servicer, as the case may be, may conclusively rely (without
independent
verification), absent manifest error, on information provided to it
by the
Mortgage Loan Sellers or by the related Mortgagor or (x) in the
case of such a
report produced by the Master Servicer, by the Special Servicer (if
other than
the Master Servicer or an Affiliate thereof) and (y) in the case of
such a
report produced by the Special Servicer, by the Master Servicer (if
other than
the Special Servicer or an Affiliate thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Loan Level Reserve/LOC Report"
available as of
the Closing Date on the CMSA website, is reasonably acceptable to
the Master
Servicer.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Periodic Update File" available as of
the Closing
Date on the CMSA website, as is reasonably acceptable to the Master
Servicer,
the Paying Agent and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Loan Setup File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer and the Paying
Agent.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA NOI Adjustment Worksheet" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Operating Statement Analysis Report": The monthly report
in
the "Operating Statement Analysis Report" format substantially in
the form of
and containing the information called for therein for the Mortgage
Loans, or
such other form for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Operating
Statement
Analysis Report" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Property File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Realized Loss Report": The report in the "Servicer
Realized
Loss Form" format substantially in the form of and containing the
information
called for therein for the Mortgage Loans, or such other form for
the
presentation of such information as may be approved from time to
time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Realized Loss Report" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Master Servicer
or the Special
Servicer, as applicable.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Reconciliation of Funds" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA REO Status Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As
of
each Determination Date a report, including and identifying each
Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review
Guidelines"
approved from time to time by the CMSA in the "CSMA Servicer Watch
List" format
substantially in the form of and containing the information called
for therein
for the Mortgage Loans, or such other form (including other
portfolio review
guidelines) for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Servicer Watch
List"
available as of the Closing Date on the CMSA website, is reasonably
acceptable
to the Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and
containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Special Servicer Loan File" available as of
the Closing
Date on the CMSA website, is reasonably acceptable to the Special
Servicer.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary regulations of the U.S.
Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to the Companion
Loans (other than the Houston Galleria Companion Loan), the
separate account
created and maintained by the Companion Paying Agent pursuant to
Section 3.04(b)
and held on behalf of the Companion Holders, which shall be
entitled "GMAC
Commercial Mortgage Corporation, as Companion Paying Agent for the
Companion
Holders of the Companion Loans, relating to the J.P. Morgan Chase
Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through
Certificates, Series 2006-CIBC14." The Companion Distribution
Account shall not
be an asset of the Trust Fund, but instead shall be held by the
Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be
an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and
the Companion
Paying Agent are the same entity, the Companion Distribution
Account may be the
subaccount referenced in the second paragraph of Section
3.04(b).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The Master Servicer in its role as
Companion Paying Agent appointed pursuant to Section 3.30.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": With respect to each Mortgage
Loan
(or REO Loan), an amount as of any Distribution Date equal to the
lesser of (i)
the aggregate amount of Prepayment Interest Shortfalls and (ii) the
aggregate of
(A) that portion of Servicing Fees for such Distribution Date that
is, in the
case of each and every Mortgage Loan and REO Loan for which such
Servicing Fees
are being paid for such Due Period, calculated at 0.01% per annum,
and (B) all
Prepayment Interest Excesses received by the Master Servicer during
such Due
Period. However, if a Prepayment Interest Shortfall occurs as a
result of the
Master Servicer's allowing the related Mortgagor to deviate from
the terms of
the related Mortgage Loan documents regarding Principal Prepayments
(other than
(X) subsequent to a default under the related Mortgage Loan
documents, (Y)
pursuant to applicable law or a court order, or (Z) at the request
or with the
consent of the Directing Certificateholder or the Special
Servicer), then, for
purposes of calculating the Compensating Interest Payment for the
related
Distribution Date, the amount in clause (ii) above shall be the
aggregate of (1)
all Servicing Fees for such Due Period, (2) all Prepayment Interest
Excesses and
(3) to the extent earned on Principal Prepayments, Net Investment
Earnings
received by the Master Servicer during such Due Period with respect
to the
Mortgage Loan subject to such Principal Prepayment. In no event
will the rights
of the Certificateholders to offset the aggregate Prepayment
Interest Shortfalls
be cumulative.
"Component": Each of Component XA-1-1, Component XA-1-2,
Component
XA-1-3, Component XA-1-4, Component XA-1A-1, Component XA-1A-2,
Component
XA-1A-3, Component XA-1A-4, Component XA-1A-5, Component XA-1A-6,
Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component XA-3A,
Component XA-3B-1, Component XA-3B-2, Component XA-3B-3, Component
XA-3B-4,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-4-7, Component
XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-SB-7, Component XA-M, Component
XA-J, Component
XB, Component XC, Component XD-1, Component XD-2, Component XD-3,
Component
XD-4, Component XE-1, Component XE-2, Component XF-1, Component
XF-2, Component
XF-3, Component XG-1, Component XG-2, Component XH-1, Component
XH-2, Component
XH-3, Component XJ-1, Component XJ-2, Component XK, Component XL,
Component XM,
Component XN, Component XP and Component XNR.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then Lower-Tier
Principal Amount
of its Related Uncertificated Lower-Tier Interest.
"Component XA-1-1": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-2 Uncertificated Interest as of any date of
determination.
"Component XA-1-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-3 Uncertificated Interest as of any date of
determination.
"Component XA-1-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1-4 Uncertificated Interest as of any date of
determination.
"Component XA-1A-1": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1A-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1A-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-2 Uncertificated Interest as of any date of
determination.
"Component XA-1A-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-3 Uncertificated Interest as of any date of
determination.
"Component XA-1A-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-4 Uncertificated Interest as of any date of
determination.
"Component XA-1A-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-5 Uncertificated Interest as of any date of
determination.
"Component XA-1A-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-6 Uncertificated Interest as of any date of
determination.
"Component XA-1A-7": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-7 Uncertificated Interest as of any date of
determination.
"Component
XA-1A-8": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-8 Uncertificated Interest as of any date of
determination.
"Component XA-1A-9": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-9 Uncertificated Interest as of any date of
determination.
"Component XA-1A-10": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-10 Uncertificated Interest as of any date of
determination.
"Component XA-1A-11": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-11 Uncertificated Interest as of any date of
determination.
"Component XA-1A-12": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-12 Uncertificated Interest as of any date of
determination.
"Component XA-1A-13": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-13 Uncertificated Interest as of any date of
determination.
"Component XA-1A-14": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-14 Uncertificated Interest as of any date of
determination.
"Component XA-1A-15": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-1A-15 Uncertificated Interest as of any date of
determination.
"Component XA-2-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-2-1 Uncertificated Interest as of any date of
determination.
"Component XA-2-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LA-2-2 Uncertificated Interest as of any date of
determination.
"Component XA-2-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LA-2-3 Uncertificated Interest as of any date of
determination.
"Component XA-3A": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3A Uncertificated Interest as of any date of
determination.
"Component XA-3B-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3B-1 Uncertificated Interest as of any date of
determination.
"Component XA-3B-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3B-2 Uncertificated Interest as of any date of
determination.
"Component XA-3B-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3B-3 Uncertificated Interest as of any date of
determination.
"Component XA-3B-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-3B-4 Uncertificated Interest as of any date of
determination.
"Component XA-4-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-1 Uncertificated Interest as of any date of
determination.
"Component XA-4-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-2 Uncertificated Interest as of any date of
determination.
"Component XA-4-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-3 Uncertificated Interest as of any date of
determination.
"Component XA-4-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-4 Uncertificated Interest as of any date of
determination.
"Component XA-4-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-5 Uncertificated Interest as of any date of
determination.
"Component XA-4-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-6 Uncertificated Interest as of any date of
determination.
"Component XA-4-7":
One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-4-7 Uncertificated Interest as of any date of
determination.
"Component XA-J": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-J Uncertificated Interest as of any date of
determination.
"Component XA-M": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-M Uncertificated Interest as of any date of
determination.
"Component XA-SB-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-1 Uncertificated Interest as of any date of
determination.
"Component XA-SB-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-2 Uncertificated Interest as of any date of
determination.
"Component XA-SB-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-3 Uncertificated Interest as of any date of
determination.
"Component XA-SB-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-4 Uncertificated Interest as of any date of
determination.
"Component XA-SB-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-5 Uncertificated Interest as of any date of
determination.
"Component XA-SB-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-6 Uncertificated Interest as of any date of
determination.
"Component XA-SB-7": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LA-SB-7 Uncertificated Interest as of any date of
determination.
"Component XB": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LB Uncertificated Interest as of any date of
determination.
"Component XC": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LC Uncertificated Interest as of any date of
determination.
"Component XD-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LD-1 Uncertificated Interest as of any date of
determination.
"Component XD-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LD-2 Uncertificated Interest as of any date of
determination.
"Component XD-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LD-3 Uncertificated Interest as of any date of
determination.
"Component XD-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LD-4 Uncertificated Interest as of any date of
determination.
"Component XE-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LE-1 Uncertificated Interest as of any date of
determination.
"Component XE-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LE-2 Uncertificated Interest as of any date of
determination.
"Component XF-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LF-1 Uncertificated Interest as of any date of
determination.
"Component XF-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LF-2 Uncertificated Interest as of any date of
determination.
"Component XF-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LF-3 Uncertificated Interest as of any date of
determination.
"Component XG-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LG-1 Uncertificated Interest as of any date of
determination.
"Component XG-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LG-2 Uncertificated Interest as of any date of
determination.
"Component XH-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-1 Uncertificated Interest as of any date of
determination.
"Component XH-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-2 Uncertificated Interest as of any date of
determination.
"Component XH-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal
Amount of
the Class LH-3 Uncertificated Interest as of any date of
determination.
"Component XJ-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LJ-1 Uncertificated Interest as of any date of
determination.
"Component XJ-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LJ-2 Uncertificated Interest as of any date of
determination.
"Component XK": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LK Uncertificated Interest as of any date of
determination.
Component XL": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Amount
of the Class LL Uncertificated Interest as of any date of
determination.
"Component XM": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LM Uncertificated Interest as of any
date of
determination.
"Component XN": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LN Uncertificated Interest as of any
date of
determination.
"Component XNR": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LNR Uncertificated
Interest as of any
date of determination.
"Component XP": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest
as of any
date of determination.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X
Certificates)
then outstanding that has a then aggregate Certificate Balance at
least equal to
25% of the Original Certificate Balance of such Class of
Certificates. As of the
Closing Date, the Controlling Class will be the Class NR
Certificates. In
determining the most subordinate Class of Regular Certificates for
the purpose
of determining the Controlling Class, such determination shall be
made without
consideration of Appraisal Reductions, if any, allocated to any
Class of Regular
Certificates.
"Controlling Class Certificateholder's Option Period": As defined
in
Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of the Controlling Class as
certified by
the Certificate Registrar to the Trustee from time to time by such
Holder (or
Certificate Owner).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its corporate trust business with
respect to
this Agreement shall be administered, which office at the date of
the execution
of this Agreement is located at 135 South LaSalle Street, Suite
1625, Chicago,
Illinois 60603, Attention: Global Securities and Trust Services
Group, J.P.
Morgan 2006-CIBC14.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that
has become current and remained current for three consecutive
Monthly Payments
(for such purposes taking into account any modification or
amendment of such
Mortgage Loan or Companion Loan, whether by a consensual
modification or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
Mortgagor), and (provided that no additional default is foreseeable
in the
reasonable judgment of the Special Servicer and no other event or
circumstance
exists that causes such Mortgage Loan or Companion Loan to
otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the
Special Servicer
has returned to the Master Servicer pursuant to Section
3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average
Debt
Service Coverage Ratio for all remaining related Crossed Loans for
the most
recent twelve month period covered by an annual operating statement
for the
related Mortgaged Properties preceding the repurchase or
substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, including the affected Crossed Loan, for the
most recent
twelve month period covered by an annual operating statement for
the related
Mortgaged Properties preceding the repurchase or substitution, and
(b) 1.25x,
(ii) the weighted average LTV Ratio for all remaining related
Crossed Loans
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller shall not be greater than the lesser of (a) the weighted
average LTV
Ratio for all such related Crossed Loans, including the affected
Crossed Loan,
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller and (b) 75%, (iii) the Mortgage Loan Seller, at its expense,
shall have
furnished the Trustee with an Opinion of Counsel that any
modification relating
to the repurchase or substitution of a Crossed Loan shall not cause
an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the
affected Crossed
Loan to become not cross-collateralized and cross-defaulted with
the remaining
related Crossed Loans prior to such repurchase or substitution or
otherwise
forbears from exercising enforcement rights against any Crossed
Loan remaining
in the Trust Fund and (v) the Directing Certificateholder shall
have consented
to the repurchase or substitution of the affected Crossed Loan,
which consent
shall not be unreasonably withheld.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, either of the Mortgage Loan
Sellers or an
Affiliate of any of them. The Trustee shall be the initial
Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the related
Due
Date of the Mortgage Loan in March 2006, or, with respect to those
Mortgage
Loans that were originated in February 2006 or March 2006 and have
their first
Due Date in April 2006, March 1, 2006.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding principal balance of such
Mortgage Loan or
Companion Loan as of the Cut-off Date, after application of all
payments of
principal due on or before such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an annual operating statement
for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced
by the
related Mortgaged Property during such period to (ii) the aggregate
amount of
Monthly Payments (other than any Balloon Payment) due under such
Mortgage Loan
during such period, provided that with respect to the Mortgage
Loans indicated
on Schedule 2, which pay interest only for a specified period of
time set forth
in the related Mortgage Loan documents and then pay principal and
interest, the
related Monthly Payment will be calculated (for purposes of this
definition
only) to include interest and principal (based on the remaining
amortization
term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of such Mortgage Loan or
Companion Loan
during such Due Period provided for in the related Mortgage Note or
Mortgage as
a result of a default (exclusive of late payment charges) that is
in excess of
interest at the related Mortgage Rate accrued on the unpaid
principal balance of
such Mortgage Loan or Companion Loan outstanding from time to
time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly Payments or more than
thirty days (or
sixty days with respect to the circumstances described in clause
(ii) of the
definition of Servicing Transfer Event) delinquent in respect of
its Balloon
Payment, if any, in either case such delinquency to be determined
without giving
effect to any grace period permitted by the related Mortgage or
Mortgage Note
and without regard to any acceleration of payments under the
related Mortgage
and Mortgage Note or (ii) as to which the Master Servicer or
Special Servicer
has, by written notice to the related Mortgagor, accelerated the
maturity of the
indebtedness evidenced by the related Mortgage Note. For the
avoidance of doubt,
a defaulted Companion Loan does not constitute a "Defaulted
Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(l).
"Defect": As defined in Section 2.02(f).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
a Delaware corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the
Master
Servicer, the Special Servicer, the Trustee and the Paying Agent)
selected by
more than 50% of the Controlling Class Certificateholders, by
Certificate
Balance, as certified by the Certificate Registrar from time to
time; provided,
however, that (i) absent such selection, or (ii) until a
Directing
Certificateholder is so selected or (iii) upon receipt of a notice
from a
majority of the Controlling Class Certificateholders, by
Certificate Balance,
that a Directing Certificateholder is no longer designated, the
Controlling
Class Certificateholder that owns the largest aggregate Certificate
Balance of
the Controlling Class will be the Directing Certificateholder which
will
initially be Citigroup Property Investors, a business unit of
Citigroup
Alternative Investments LLC. Notwithstanding the foregoing, with
respect to the
CenterPoint I Whole Loan, any references to the Directing
Certificateholder in
this Agreement shall be deemed to be references to the holder of
the CenterPoint
I Mortgage Loan, which shall be entitled to take all actions and
receive all
notices in connection with the CenterPoint I Whole Loan upon
consultation with
the holder of the CenterPoint I Companion Note pursuant to the
procedures set
forth in the CenterPoint I Intercreditor Agreement. In the event
that the
Directing Certificateholder and the holder of the CenterPoint I
Companion Note
disagree, the CenterPoint I Intercreditor Agreement provides that
the Directing
Certificateholder's decision will be binding upon the holder of the
CenterPoint
I Companion Note.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof, that are not
customarily
provided to tenants in connection with the rental of space "for
occupancy only"
within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such
REO Property
primarily for sale to customers, the use of such REO Property in a
trade or
business conducted by the Trust Fund or on behalf of a Companion
Holder or the
performance of any construction work on the REO Property (other
than the
completion of a building or improvement, where more than 10% of the
construction
of such building or improvement was completed before default became
imminent),
other than through an Independent Contractor; provided, however,
that an REO
Property shall not be considered to be Directly Operated solely
because the
Trustee (or the Special Servicer on behalf of the Trustee)
establishes rental
terms, chooses tenants, enters into or renews leases, deals with
taxes and
insurance or makes decisions as to repairs or capital expenditures
with respect
to such REO Property or takes other actions consistent with
Treasury Regulations
Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any possession of the United
States or any
agency or instrumentality of any of the foregoing (other than an
instrumentality
which is a corporation if all of its activities are subject to tax
and a
majority of its board of directors is not selected by such
governmental unit),
(ii) a foreign government, any international organization or any
agency or
instrumentality of any of the foregoing, (iii) any organization
(other than
certain farmers' cooperatives described in Section 521 of the Code)
which is
exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Paying Agent
based upon an
Opinion of Counsel as provided to the Paying Agent (at no expense
to the Paying
Agent) that the holding of an Ownership Interest in a Residual
Certificate by
such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to
qualify as a REMIC or any Person having an Ownership Interest in
any Class of
Certificates (other than such Person) to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Certificate to such Person.
The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the
Accrued
Certificate Interest in respect of such Class of Regular
Certificates for such
Distribution Date, reduced (to not less than zero) by any
allocations to such
Class of Certificates (other than in the case of the Class X
Certificates) of
(i) the product of (a) any Net Aggregate Prepayment Interest
Shortfall for such
Distribution Date, multiplied by (b) a fraction, expressed as a
decimal, the
numerator of which is the Accrued Certificate Interest in respect
of such Class
of Certificates for such Distribution Date, and the denominator of
which is the
aggregate Accrued Certificate Interest in respect of all the
Classes of Regular
Certificates (other than the Class X Certificates) for such
Distribution Date,
and (ii) any Certificate Deferred Interest for such Distribution
Date allocated
to such Class of Certificates pursuant to Section 4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account and the Excess
Interest
Distribution Account, all of which may be subaccounts of a single
Eligible
Account.
"Distribution Date": The 12th day of each month, or, if such
12th
day is not a Business Day, on the next succeeding Business Day,
beginning in
April 2006.
"Donato Corporate Park #1 AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
126.
"Donato Corporate Park #1 Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Donato Corporate
Park #1 AB
Mortgage Loan.
"Donato Corporate Park #1 Intercreditor Agreement": That
certain
Intercreditor Agreement among noteholders, dated as of January 19,
2006, between
CIBC Inc., as Note A Holder, and CBA Mezzanine Capital Finance,
LLC, as Note B
Holder. The Donato Corporate Park #1 Intercreditor Agreement
relates to the
Donato Corporate Park #1 Mortgage Loan.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
Loan,
on or prior to its Maturity Date, the day of the month set forth in
the related
Mortgage Note on which each Monthly Payment thereon is scheduled to
be first
due, (ii) any Mortgage Loan or Companion Loan after the Maturity
Date therefor,
the day of the month set forth in the related Mortgage Note on
which each
Monthly Payment on such Mortgage Loan or Companion Loan had been
scheduled to be
first due, and (iii) any REO Loan, the day of the month set forth
in the related
Mortgage Note on which each Monthly Payment on the related Mortgage
Loan or
Companion Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Companion Loan, the period commencing on the day
immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in
the month
preceding the month in which such Distribution Date occurs or the
date that
would have been the Due Date if the Mortgage Loan had a Due Date in
April 2006
and ending on and including the Due Date for such Mortgage Loan or
Companion
Loan occurring in the month in which such Distribution Date
occurs.
Notwithstanding the foregoing, in the event that the last day of a
Due Period
(or applicable grace period) is not a Business Day, any Monthly
Payments
received with respect to the Mortgage Loans or Companion Loan
relating to such
Due Period on the Business Day immediately following such day shall
be deemed to
have been received during such Due Period and not during any other
Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution
or trust
company (including the Trustee), (A) the long-term unsecured debt
obligations of
which are rated at least "A+" by S&P, if the deposits are to be
held in such
account for 30 days or more, and the short-term debt obligations of
which have a
short-term rating of not less than "A-1" by S&P, if the
deposits are to be held
in such account for less than 30 days, (B) the long-term unsecured
debt
obligations of which are rated at least "Aa3" by Moody's, if the
deposits are to
be held in such account for 30 days or more, and the short-term
debt obligations
of which have a short-term rating of not less than "P-1" from
Moody's, if the
deposits are to be held in such account for less than 30 days, (C)
the long-term
unsecured debt obligations of which are rated at least "AA-" by
Fitch, if the
deposits are to be held in such account for 30 days or more, and
the short-term
debt obligations of which have a short-term rating of not less than
"F-1" from
Fitch, if the deposits are to be held in such account for less than
30 days, (D)
an account or accounts maintained with PNC Bank, National
Association so long as
PNC Bank, National Association's long term unsecured debt rating
shall be at
least "A" from S&P and "A" from Fitch (if the deposits are to
be held in the
account for more than 30 days) or PNC Bank, National Association's
short term
deposit or short term unsecured debt rating shall be at least "A-1"
from S&P and
"F1" from Fitch (if the deposits are to be held in the account for
30 days or
less) and (D) such other account or accounts with respect to which
each of the
Rating Agencies shall have confirmed in writing that the then
current rating
assigned to any of the Certificates or any CenterPoint I Companion
Loan
Securities will not be qualified, downgraded or withdrawn by reason
thereof or
(ii) a segregated trust account or accounts maintained with the
corporate trust
department of a federal or state chartered depository institution
or trust
company that, in either case, has corporate trust powers, acting in
its
fiduciary capacity, provided that any state chartered depository
institution or
trust company is subject to regulation regarding fiduciary funds
substantially
similar to 12 C.F.R. ss. 9.10(b). Eligible Accounts may bear
interest. No
Eligible Account shall be evidenced by a certificate of deposit,
passbook or
other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Assessment": An "environmental site assessment"
as
such term is defined in, and meeting the criteria of, the American
Society of
Testing Materials Standard Section E 1527-00, or any successor
thereto.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the
originator of such Mortgage Loan relating to the Mortgagor's
obligation to
remediate or monitor or indemnify for any environmental problems
relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class
M, Class N, Class P or Class NR Certificate; provided that any such
Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and
(b) will
cease to be subject to the transfer restrictions contained in
Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate,
either (i) it is
rated in one of the four highest generic ratings categories by a
Rating Agency
or (ii) relevant provisions of ERISA would permit the transfer of
such
Certificate to a Plan.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground lease
rents and similar items in respect of the related Mortgaged
Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on such Mortgage Loan after the Anticipated Repayment Date
allocable to
the Excess Rate, including all interest accrued thereon. The Excess
Interest
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts
(or as a
subaccount of the Distribution Account) by the Paying Agent
pursuant to Section
3.04(c), which shall be entitled "LaSalle Bank National
Association, as Paying
Agent, in trust for the registered Holders of J.P. Morgan Chase
Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through
Certificates, Series 2006-CIBC14, Excess Interest Distribution
Account," and
which must be an Eligible Account (or a subaccount of an Eligible
Account). The
Excess Interest Distribution Account shall not be an asset of
either the
Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder. No
Excess Interest
Distribution Account shall be created or maintained hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess
of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate,
each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time and the rules and regulations of the Commission
thereunder.
"Fannie Mae": Federal National Mortgage Association or any
successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the Directing
Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan
(and, if
applicable, any defaulted Companion Loan) or REO Property (other
than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any
of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable
Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the
applicable
Companion Holder or the Special Servicer pursuant to Section
3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the Master
Servicer, Special
Servicer, the Holders of the Controlling Class, or the Holders of
the Class LR
Certificates pursuant to Section 9.01) that there has been a
recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenue and other
payments or recoveries that, in the Special Servicer's judgment,
which judgment
was exercised without regard to any obligation of the Special
Servicer to make
payments from its own funds pursuant to Section 3.07(b), will
ultimately be
recoverable.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to
time.
"Fitch": Fitch, Inc., and its successors in interest. If
neither
Fitch nor any successor remains in existence, "Fitch" shall be
deemed to refer
to such other nationally recognized statistical rating agency or
other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Paying Agent, the Master Servicer, the
Directing
Certificateholder and the Special Servicer, and specific ratings of
Fitch herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated.
"Form 8-K
Disclosure Information": As defined in Section 11.07.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation
Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any
related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances,
Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and
unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii)
the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on
the date on
which such Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A custodial account or accounts
(or
subaccount of the Distribution Account) created and maintained by
the Paying
Agent, pursuant to Section 3.04(d) on behalf of the Trustee in
trust for the
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Paying Agent, in trust for the registered Holders of J.P. Morgan
Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage
Pass-Through Certificates, Series 2006-CIBC14, Gain-on-Sale Reserve
Account."
Any such account shall be an Eligible Account or a subaccount of an
Eligible
Account.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to
time in the
Excess Interest Distribution Account, beneficial ownership of which
is
represented by the Class S Certificates. There shall be no Grantor
Trust as part
of this transaction.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations, and specifically including, without
limitation,
asbestos and asbestos-containing materials, polychlorinated
biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any
substances
classified as being "in inventory," "usable work in process" or
similar
classification which would, if classified as unusable, be included
in the
foregoing definition.
"Houston Galleria A Notes": Collectively, the Houston Galleria
Mortgage Loan and the Houston Galleria Senior Companion Note.
"Houston Galleria A-1 Note": With respect to the Houston
Galleria
Whole Loan, the related promissory note made by the related
Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property
and
designated as promissory note A-1, which is not included in the
Trust and which
is senior in right of payment to the Houston Galleria B Note and
the Houston
Galleria C Note and pari passu in right of payment to the Houston
Galleria
Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and
as provided in the Houston Galleria Intercreditor Agreement.
"Houston Galleria A-2a Note": With respect to the Houston
Galleria
Whole Loan, the related promissory note that is included in the
Trust, made by
the related Mortgagor and secured by the Mortgage on the Houston
Galleria
Mortgaged Property, which is designated as promissory note A-2 and
is senior in
right of payment to the Houston Galleria Subordinate Notes and pari
passu in
right of payment with the Houston Galleria A-2b Note and the
Houston Galleria
Senior Companion Note to the extent set forth in the Houston
Galleria
Intercreditor Agreement.
"Houston Galleria A-2b Note": With respect to the Houston
Galleria
Whole Loan, the related promissory note that is included in the
Trust, made by
the related Mortgagor and secured by the Mortgage on the Houston
Galleria
Mortgaged Property, which is designated as promissory note A-3 and
is senior in
right of payment to the Houston Galleria Subordinate Notes and pari
passu in
right of payment with the Houston Galleria A-2a Note and the
Houston Galleria
Senior Companion Note to the extent set forth in the Houston
Galleria
Intercreditor Agreement.
"Houston Galleria B Noteholder": A holder of a Houston Galleria
B
Note.
"Houston Galleria B Note": With respect to the Houston Galleria
Whole Loan, the related promissory note made by the related
Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property
and
designated as promissory note B. The Houston Galleria B Note is not
included in
the Trust and is subordinate in right of payment to the Houston
Galleria A Notes
and senior in right of payment to the Houston Galleria C Note to
the extent set
forth in the related Mortgage Loan documents and as provided in the
Houston
Galleria Intercreditor Agreement.
"Houston Galleria C Noteholder": A holder of a Houston Galleria
C
Note.
"Houston Galleria C Note": With respect to the Houston Galleria
Whole Loan, the related promissory note made by the related
Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property
and
designated as promissory note C. The Houston Galleria C Note is not
included in
the Trust and is subordinate in right of payment to the Houston
Galleria A Notes
and the Houston Galleria B Note to the extent set forth in the
related Mortgage
Loan documents and as provided in the Houston Galleria
Intercreditor Agreement.
"Houston Galleria Companion Noteholders": The Houston Galleria
Senior Companion Noteholder and the Houston Galleria Subordinate
Noteholders.
"Houston Galleria Companion Notes": The Houston Galleria Senior
Companion Note and the Houston Galleria Subordinate Notes.
"Houston Galleria Control Appraisal Event": A "Houston Galleria
Control Appraisal Event" will exist with respect to the Houston
Galleria Whole
Loan, if and for so long as a "Control Appraisal Event" has
occurred and is
continuing pursuant to the Houston Galleria Intercreditor
Agreement.
"Houston Galleria Controlling Holder": With respect to the
Houston
Galleria Whole Loan, the "controlling holder" as defined in the
Houston Galleria
Intercreditor Agreement.
"Houston Galleria Event of Default": An "Event of Default" as
defined under the Houston Galleria Whole Loan documents.
"Houston Galleria Intercreditor Agreement": The intercreditor
agreement, by and among the holders of the Houston Galleria A Notes
and the
holders of the Houston Galleria Subordinate Notes, relating to the
relative
rights of such holders of the Houston Galleria Whole Loan, as the
same may be
further amended in accordance with the terms thereof.
"Houston Galleria Loan Sale Agreement": That certain Loan Sale
Agreement, dated as of March 16, 2006, between JPMorgan, as seller,
and CIBC
Inc., as purchaser, relating to the purchase of the Houston
Galleria A-2b Note.
"Houston Galleria Master Servicer": "master servicer no. 1"
under
the Houston Galleria Pooling Agreement, which as of the date hereof
is Midland
Loan Services, Inc.
"Houston Galleria Mortgage Loan": With respect to the Houston
Galleria Whole Loan, the Mortgage Loan that is included in the
Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is
designated as
promissory note A-2 and promissory note A-3 and is senior in right
of payment to
the Houston Galleria Subordinate Notes and pari passu in right of
payment with
the Houston Galleria Senior Companion Note to the extent set forth
in the
Houston Galleria Intercreditor Agreement.
"Houston Galleria Mortgaged Property": The Mortgaged Property
which
secures the Houston Galleria Whole Loan.
"Houston Galleria Operating Advisor": With respect to the
Houston
Galleria Whole Loan, the "operating advisor" as defined in the
Houston Galleria
Intercreditor Agreement.
"Houston Galleria Paying Agent": The "group A companion paying
agent" under the Houston Galleria Pooling Agreement, which as of
the date hereof
is Midland Loan Services, Inc.
"Houston Galleria Pooling Agreement": The (i) pooling and
servicing
agreement dated as of December 1, 2005 among the Depositor, as
depositor,
Midland Loan Services, Inc., as master servicer no. 1, GMAC
Commercial Mortgage
Corporation, as master servicer no. 2, Midland Loan Services, Inc.,
as special
servicer and LaSalle Bank National Association, as trustee, as from
time to time
amended, supplemented or modified relating to the issuance of the
J.P. Morgan
Commercial Mortgage Securities Corp. Commercial Mortgage
Pass-Through
Certificates, Series 2005-LDP5 or (ii) any successor pooling and
servicing
agreement entered into pursuant to the Houston Galleria
Intercreditor Agreement.
"Houston Galleria Senior Companion Noteholder": The holder of
the
Houston Galleria Senior Companion Note.
"Houston Galleria Senior Companion Note": The Houston Galleria
A-1
Note.
"Houston Galleria Senior Notes": The Houston Galleria Mortgage
Loan
and the Houston Galleria A-1 Note.
"Houston Galleria Special Servicer": The "special servicer"
under
the Houston Galleria Pooling Agreement, which as of the date hereof
is Midland
Loan Services, Inc.
"Houston Galleria Subordinate Noteholders": The Houston Galleria
B
Noteholder and the Houston Galleria C Noteholder.
"Houston Galleria Subordinate Notes": The Houston Galleria B
Note
and the Houston Galleria C Note.
"Houston Galleria Trust": J.P. Morgan Chase Commercial Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series
2005-LDP5.
"Houston Galleria Trustee": The "trustee" under the Houston
Galleria
Pooling Agreement, which as of the date hereof is LaSalle Bank
National
Association.
"Houston Galleria Whole Loan": The Houston Galleria Mortgage
Loan,
together with the Houston Galleria Senior Companion Note and the
Houston
Galleria Subordinate Notes, each of which is secured by the same
Mortgage on the
Houston Galleria Mortgaged Property. References herein to the
Houston Galleria
Whole Loan shall be construed to refer to the aggregate
indebtedness under the
Houston Galleria A Notes, the Houston Galleria B Note and the
Houston Galleria C
Note.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Trustee, the
Paying Agent, the
Depositor, the Master Servicer, the Special Servicer, the
Directing
Certificateholder, the Companion Holders and all Affiliates
thereof, (ii) does
not have any material direct financial interest in or any material
indirect
financial interest in any of the Trustee, the Paying Agent, the
Depositor, the
Master Servicer, the Special Servicer, the Directing
Certificateholder, the
Companion Holders or any Affiliate thereof and (iii) is not
connected with the
Trustee, the Paying Agent, the Depositor, the Master Servicer, the
Special
Servicer, the Directing Certificateholder, the Companion Holders or
any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee,
partner, director or Person performing similar functions; provided,
however,
that a Person shall not fail to be Independent of the Trustee, the
Paying Agent,
the Depositor, the Master Servicer, the Special Servicer, the
Directing
Certificateholder, the Companion Holders or any Affiliate thereof
merely because
such Person is the beneficial owner of 1% or less of any Class of
securities
issued by the Trustee, the Paying Agent, the Depositor, the Master
Servicer, the
Special Servicer, the Directing Certificateholder, the Companion
Holders or any
Affiliate thereof, as the case may be, provided such ownership
constitutes less
than 1% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust within the
meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the
Paying Agent, the Master Servicer, any Companion Holder or the
Trust, delivered
to the Trustee, the Paying Agent, any Companion Holder and the
Master Servicer),
so long as the Trust does not receive or derive any income from
such Person and
provided that the relationship between such Person and the Trust is
at arm's
length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5)
(except that the Master Servicer or the Special Servicer shall not
be considered
to be an Independent Contractor under the definition in this clause
(i) unless
an Opinion of Counsel has been delivered to the Trustee to that
effect) or (ii)
any other Person (including the Master Servicer and the Special
Servicer) upon
receipt by the Trustee, the Paying Agent and the Master Servicer of
an Opinion
of Counsel, which shall be at no expense to the Trustee, the Paying
Agent, the
Master Servicer or the Trust Fund, to the effect that the taking of
any action
in respect of any REO Property by such Person, subject to any
conditions therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or
cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property.
"Initial Purchaser": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with the Master Servicer as of
the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the full or partial
condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are
not applied
to the restoration of the related Mortgaged Property or released to
the
Mortgagor or any tenants or ground lessors, in either case, in
accordance with
the Servicing Standards (and in the case of the Houston Galleria
Mortgage Loan
or any AB Mortgage Loan or the CenterPoint I Loan, to the extent
any portion of
such proceeds are received by the Paying Agent in connection with
such AB
Mortgage Loan or CenterPoint I Loan, as applicable, pursuant to the
allocations
set forth in the related Intercreditor Agreement).
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Intercreditor Agreements": Each of the Houston Galleria
Intercreditor Agreement, the CenterPoint I Intercreditor Agreement,
the Brinton
Portfolio Intercreditor Agreement, the Metro Corporate Center
Intercreditor
Agreement, the Tulane Park Apartments Intercreditor Agreement, the
Pheasant Run
Intercreditor Agreement, the Donato Corporate Park #1 Intercreditor
Agreement
and the Marlton Square Shopping Center Intercreditor Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates or the Uncertificated Lower-Tier Interests and any
Distribution
Date, the period beginning on the first day of the calendar month
preceding the
calendar month in which the related Distribution Date occurs and
ending on the
last day of the calendar month preceding the calendar month in
which such
Distribution Date occurs, calculated assuming that each month has
30 days and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates for any Distribution Date, an amount equal to the sum
of the
Distributable Certificate Interest and the Class Unpaid Interest
Shortfall with
respect to such Class of Regular Certificates for such Distribution
Date and any
Accrued Interest From Recoveries for such Class, to the extent not
previously
paid for all prior Distribution Dates.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained by the Paying Agent
pursuant to
Section 3.25 in the name of "LaSalle Bank National Association, as
Paying Agent,
in trust for the registered holders of J.P. Morgan Chase Commercial
Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates,
Series 2006-CIBC14, Interest Reserve Account," into which the
amounts set forth
in Section 3.25 shall be deposited directly and which must be an
Eligible
Account or subaccount of an Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, the Master Servicer, the
Special
Servicer, any Independent Contractor engaged by the Special
Servicer, any Holder
of a Certificate, each Companion Holder (but only with respect to
the related AB
Mortgage Loan) or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b).
"JPMorgan": JPMorgan Chase Bank, National Association, a
banking
association organized under the laws of the United States, or its
successor in
interest.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to the related
Determination Date,
whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds
or otherwise, which represent late payments or collections of
principal or
interest due in respect of such Mortgage Loan or Companion Loan
(without regard
to any acceleration of amounts due thereunder by reason of default)
on a Due
Date prior to the immediately preceding Determination Date and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property prior to the related Determination Date,
whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or
otherwise, which represent late collections of principal or
interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage
Loan or
Companion Loan (without regard to any acceleration of amounts due
under the
predecessor Mortgage Loan or Companion Loan by reason of default)
on a Due Date
prior to the immediately preceding Determination Date and not
previously
recovered. The term "Late Collections" shall specifically exclude
Penalty
Charges.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant
to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Controlling Class Option Holder or the Special
Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by
the Special
Servicer, the Master Servicer, the Holders of the Controlling Class
or the
Holders of the Class LR Certificates pursuant to Section 9.01 or
acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to
Section
9.01; (vi) such Mortgage Loan is purchased by (a) the applicable
Companion
Holder pursuant to or as contemplated by Section 3.18(d) or (b) a
mezzanine
lender pursuant to the related mezzanine intercreditor agreement;
or (vii) such
Mortgage Loan is purchased by the applicable Houston Galleria
Companion Loan
Noteholder pursuant to the Houston Galleria Intercreditor
Agreement. With
respect to any REO Property (and the related REO Loan), any of the
following
events: (i) a Final Recovery Determination is made with respect to
such REO
Property; (ii) such REO Property is purchased by the Master
Servicer, the
Special Servicer, the Holders of the Controlling Class or the
Holders of the
Class LR Certificates pursuant to Section 9.01; or (iii) such REO
Property is
purchased by (a) the applicable Companion Holder pursuant to or as
contemplated
by Section 3.18(d) or (b) a mezzanine lender pursuant to the
related mezzanine
intercreditor agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by the Special Servicer in
connection
with a liquidation of any Specially Serviced Mortgage Loan or REO
Property
pursuant to Section 3.18 (including, without limitation, legal fees
and
expenses, committee or referee fees and, if applicable, brokerage
commissions
and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property
(except with
respect to the Houston Galleria Whole Loan) as to which the Special
Servicer
receives (i) a full or discounted payoff (or an unscheduled partial
payment to
the extent such prepayment is required by the Special Servicer as a
condition to
a workout) with respect thereto from the related Mortgagor or (ii)
any
Liquidation Proceeds or Insurance and Condemnation Proceeds with
respect to the
related Mortgage Loan or REO Property (in any case, other than
amounts for which
a Workout Fee has been paid, or will be payable), equal to the
product of the
Liquidation Fee Rate and the proceeds of such full or discounted
payoff or other
partial payment or the Liquidation Proceeds or Insurance and
Condemnation
Proceeds (net of the related costs and expenses associated with the
related
liquidation) related to such liquidated Specially Serviced Mortgage
Loan or REO
Property, as the case may be; provided, however, that no
Liquidation Fee shall
be payable with respect to any event described in (1) clause
(iii)(A) of the
definition of "Liquidation Proceeds," if such purchase occurs
within the first
90 days after the Special Servicer's initial determination of the
fair value of
such Specially Serviced Mortgage Loan, (2) clause (iv) of the
definition of
"Liquidation Proceeds" if such repurchase occurs within the time
parameters set
forth in this Agreement and in the related Mortgage Loan Purchase
Agreement, (3)
clause (v) and clause (vi) of the definition of "Liquidation
Proceeds," as long
as, with respect to a purchase pursuant to clause (vi)(A) or
(vi)(B), the
repurchase occurs within 90 days after such option is exercisable
by the related
mezzanine lender or holder of a Companion Loan, or (4) with respect
to the
CenterPoint I Companion Note, no such fee shall be payable in
connection with a
purchase or repurchase of a CenterPoint I Companion Note under an
Other Pooling
and Servicing Agreement (for the avoidance of doubt, a Liquidation
Fee payable
under this Agreement, in accordance herewith, may be payable on the
entire
CenterPoint I Whole Loan).
"Liquidation Fee Rate": A rate equal to 1.00% per annum for
Mortgage
Loans having an outstanding principal balance of less than
$20,000,000 and 0.75%
per annum for Mortgage Loans having an outstanding principal
balance of greater
than or equal to $20,000,000.
"Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
(including a payment in full) of a Mortgaged Property or other
collateral
constituting security for a Defaulted Mortgage Loan or Corrected
Mortgage Loan
through a trustee's sale, foreclosure sale, REO Disposition or
otherwise,
exclusive of any portion thereof required to be released to the
related
Mortgagor in accordance with applicable law and the terms and
conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any
deficiency
judgment obtained against a Mortgagor; (iii) (A) the purchase of a
Defaulted
Mortgage Loan by the Option Holder pursuant to Section 3.18(a) or
(B) any other
sale thereof pursuant to Section 3.18(c), Section 3.18(e) or
Section 3.18(f) or
Section 3.18(g); (iv) the repurchase of a Mortgage Loan by the
applicable
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase
Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or
the Holders
of the Class LR Certificates pursuant to Section 9.01 or; (vi) the
purchase of a
Mortgage Loan or an REO Property by (A) the Companion Holder
pursuant to Section
3.18(d) or (B) any other mezzanine lender of the related Mortgage
Loan or REO
Loan.
"Litigation Control": As defined in Section 3.33.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 1;
provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 1 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 1 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 2 Principal Distribution Amount" had the
Loan Group 2
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 2 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 2
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 1
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 2
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 2 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 1 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 2 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 2 Principal Distribution Amount).
"Loan Group 1 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 1
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1, Class A-2, Class A-3A, Class
A-3B, Class
A-4 and Class A-SB Certificates exceeds (2) the aggregate amount
distributed in
respect of principal on the Class A-1, Class A-2, Class A-3A, Class
A-3B, Class
A-4 and Class A-SB Certificates on the prior Distribution Date.
There will be no
Loan Group 1 Principal Shortfall on the first Distribution
Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 2;
provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 2 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 2 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 1 Principal Distribution Amount" had the
Loan Group 1
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 1 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 1
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i),
(ii) and (iii)
above, if any of such amounts reimbursed from principal collections
on the Group
2 Mortgage Loans are subsequently recovered on the related Mortgage
Loan,
subject to the application of any recovery to increase the Loan
Group 1
Principal Distribution Amount as required under clause (II) of the
definition of
"Loan Group 1 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 2 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 1 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 1 Principal Distribution Amount).
"Loan Group 2 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 2
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1A Certificates, exceeds (2) the
aggregate
amount distributed in respect of principal on the Class A-1A
Certificates on the
prior Distribution Date. There will be no Loan Group 2 Principal
Shortfall on
the first Distribution Date.
"Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan. As used in this Agreement, the term "Loan Pair"
shall include the
CenterPoint I Whole Loan.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by the Paying Agent pursuant
to Section
3.04(b) in trust for the Certificateholders, which shall be
entitled "LaSalle
Bank National Association, as Paying Agent, in trust for the
registered Holders
of J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14,
Lower-Tier
Distribution Account." Any such account, accounts or sub-accounts
shall be an
Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount
of such Class
as specified in the Preliminary Statement hereto, and (ii) as of
any date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.02(iii), and in the case of the Class LA-1-1,
Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2,
Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class
LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class LA-2-3,
Class
LA-3B-1, Class LA-3B-2, Class LA-3B-3, Class LA-3B-4, Class LA-4-1,
Class
LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6,
Class LA-4-7,
Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class
LA-SB-5, Class
LA-SB-6, Class LA-SB-7, Class LD-1, Class LD-2, Class LD-3, Class
LD-4, Class
LE-1, Class LE-2, Class LF-1, Class LF-2, Class LF-3, Class LG-1,
Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ-1 and Class LJ-2
Uncertificated
Interests, as set forth in Section 4.01(b)).
"Lower-Tier REMIC": One of two separate REMICs comprising a
portion
of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an
allocable
portion thereof, in the case of the AB Mortgage Loans or the
CenterPoint I
Mortgage Loan), or the Trust Fund's beneficial interest in the REO
Property with
respect to the Houston Galleria Whole Loan, such amounts as shall
from time to
time be held in the Certificate Account (other than with respect to
the
Companion Loans), the REO Account, if any, the Interest Reserve
Account, the
Gain-on-Sale Reserve Account and the Lower-Tier Distribution
Account, and all
other property included in the Trust Fund that is not in the
Upper-Tier REMIC or
the Grantor Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date
of
determination, a fraction, expressed as a percentage, the numerator
of which is
the scheduled principal balance of such Mortgage Loan as of such
date (assuming
no defaults or prepayments on such Mortgage Loan prior to that
date), and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the
Controlling Class Certificateholder owning a majority of the
Percentage
Interests in the Controlling Class.
"Marlton Square Shopping Center AB Mortgage Loan": That certain
Mortgage Loan identified on the Mortgage Loan Schedule as loan
number 136.
"Marlton Square Shopping Center Companion Loan": That certain
loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Marlton Square
Shopping Center AB
Mortgage Loan.
"Marlton Square Shopping Center Intercreditor Agreement": That
certain Intercreditor Agreement among noteholders, dated as of
February 16,
2006, between CIBC, as Note A Holder, and CBA Mezzanine Capital
Finance, LLC, as
Note B Holder. The Marlton Square Shopping Center Intercreditor
Agreement
relates to the Marlton Square Shopping Center Mortgage Loan.
"Master Servicer": GMAC Commercial Mortgage Corporation, and
its
successors in interest and assigns, or any successor Master
Servicer appointed
as allowed herein.
"Maturity Date": With respect to any Mortgage Loan or Companion
Loan
as of any date of determination, the date on which the last payment
of principal
is due and payable under the related Mortgage Note, after taking
into account
all Principal Prepayments received prior to such date of
determination, but
without giving effect to (i) any acceleration of the principal of
such Mortgage
Loan or Companion Loan by reason of default thereunder or (ii) any
grace period
permitted by the related Mortgage Note.
"Metro Corporate Center AB Mortgage Loan": That certain
Mortgage
Loan identified on the Mortgage Loan Schedule as loan number
47.
"Metro Corporate Center Companion Loan": That certain loan
evidenced
by a promissory B note, which is not an asset of the Trust Fund,
secured by the
Mortgaged Property securing the Metro Corporate Center AB Mortgage
Loan.
"Metro Corporate Center Control Appraisal Period": Has the
meaning
assigned to the term "Control Appraisal Period" in the Metro
Corporate Center
Intercreditor Agreement.
"Metro Corporate Center Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of February 28,
2006,
between CIBC Inc., as Note A Holder, and Gramercy Warehouse Funding
I LLC, as
Note B Holder. The Metro Corporate Center Intercreditor Agreement
relates to the
Metro Corporate Center Mortgage Loan.
"Metro Corporate Center Whole Loan": The Metro Corporate Center
AB
Mortgage Loan, together with the Metro Corporate Center Companion
Loan, each of
which is secured by the same Mortgage on the related Mortgaged
Property (the
Metro Corporate Center). References herein to the Metro Corporate
Center Whole
Loan shall be construed to refer to the aggregate indebtedness
under the Metro
Corporate Center AB Mortgage Loan and the Metro Corporate Center
Companion Loan.
"Mezz Cap AB Mortgage Loan": The Brinton Portfolio AB Mortgage
Loan,
the Tulane Park Apartments AB Mortgage Loan, the Pheasant Run AB
Mortgage Loan,
the Donato Corporate Park #1 AB Mortgage Loan and the Marlton
Square Shopping
Center AB Mortgage Loan.
"Mezz Cap AB Mortgage Loan Intercreditor Agreements": The
Intercreditor Agreements related to the Mezz Cap AB Mortgage
Loans.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of principal and/or interest
(other than
Excess Interest) on such Mortgage Loan or Companion Loan, including
any Balloon
Payment, which is payable (as the terms of the applicable Mortgage
Loan or
Companion Loan may be changed or modified in connection with a
bankruptcy or
similar proceedings involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
pursuant to
the terms hereof) by a Mortgagor from time to time under the
related Mortgage
Note and applicable law, without regard to any acceleration of
principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and
without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence, "Moody's" shall be deemed to
refer to such
other nationally recognized statistical rating agency or other
comparable Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Paying Agent, the Master Servicer and the Special
Servicer, and
specific ratings of Moody's herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan and Companion
Loan,
the mortgage, deed of trust or other instrument securing a Mortgage
Note and
creating a lien on the fee and/or leasehold interest in the related
Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to reduce the rate at which
interest is
paid currently below the Mortgage Rate and capitalize the amount of
such
interest reduction, the excess, if any, of (a) interest accrued on
the Stated
Principal Balance thereof during the one-month interest accrual
period set forth
in the related Mortgage Note at the related Mortgage Rate over (b)
the interest
portion of the related Monthly Payment, as so modified or reduced,
or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File":
With respect to each Mortgage Loan and
Companion Loan, if applicable, but subject to Section 2.01,
collectively the
following documents:
(i) the original executed Mortgage Note bearing, or accompanied
by,
all prior
and intervening endorsements, assignments or allonges showing a
complete
chain of endorsement or assignment from the originator of the
Mortgage
Loan to the most recent endorsee, and further endorsed (at the
direction
of the Depositor given pursuant to the applicable Mortgage Loan
Purchase
Agreement), on its face or by allonge attached thereto, without
recourse,
representation or warranty, express or implied to the order of
the
Trustee in the following form: "Pay to the order of LaSalle
Bank
National
Association, as trustee for the registered holders of J.P.
Morgan
Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage
Pass-Through Certificates, Series 2006-CIBC14"; or in blank
provided
that the requirements of this clause (i) will be satisfied by
delivery
of a signed lost note affidavit and indemnity properly assigned
or
endorsed to the Trustee as described above, with a copy of the
Mortgage
Note
attached to it;
(ii) the original Mortgage (or a certified or other copy
thereof
from the
applicable recording office) and originals (or certified or
other
copies
from the applicable recording office) of any intervening
assignments thereof showing a complete chain of assignment from
the
originator
of the Mortgage Loan to the most recent mortgagee of record, in
each case
with evidence of recording indicated thereon (except for
recording
information not yet available if the Mortgage or an assignment
thereof
has not been returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete and
recordable
form (except for recording information not yet available if the
instrument
being assigned has not been returned from the applicable
recording
office), executed by the most recent assignee of record thereof
prior to
the Trustee, or if none, by the originator to "LaSalle Bank
National
Association, as trustee for the registered holders of J.P.
Morgan
Chase Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage
Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the
CenterPoint I Whole Loan, in its capacity as "lead lender"
under
the
CenterPoint I Intercreditor Agreement on behalf of the CenterPoint
I
Companion
Noteholders;
(iv) an original or copy of any related Assignment of Leases
(if
such item
is a document separate from the Mortgage) and the originals or
copies of
any intervening assignments thereof showing a complete chain of
assignment
from the originator of the Mortgage Loan to the most recent
assignee
of record, in each case with evidence of recording thereon
(except
for recording information not yet available if the Mortgage or
an
assignment
thereof has not been returned from the applicable recording
office);
(v) an original assignment of any related Assignment of Leases
(if
such item
is a document separate from the Mortgage and to the extent not
already
assigned pursuant to preceding clause (iii)), in recordable
form
(except
for recording information not yet available if the instrument
being
assigned has not been returned from the applicable recording
office),
executed by the applicable assignee of record to "LaSalle Bank
National
Association, as trustee for the registered holders of J.P.
Morgan
Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage
Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the
CenterPoint I Whole Loan, in its capacity as "lead lender"
under
the
CenterPoint I Intercreditor Agreement on behalf of the CenterPoint
I
Companion
Noteholders;
(vi) an original
or copy of any related Security Agreement (if such
item is a
document separate from the Mortgage) and the originals or
copies
of any
intervening assignments thereof showing a complete chain of
assignment
from the originator of the Mortgage Loan to the applicable
Mortgage
Loan Seller;
(vii) an original assignment of any related Security Agreement
(if
such item
is a document separate from the Mortgage), in complete form
(except
for recording information not yet available if the instrument
being
assigned has not been returned from the applicable recording
office),
executed by the applicable Mortgage Loan Seller to "LaSalle
Bank
National
Association, as trustee for the registered holders of J.P.
Morgan
Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage
Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the
CenterPoint I Whole Loan, in its capacity as "lead lender"
under
the
CenterPoint I Intercreditor Agreement on behalf of the CenterPoint
I
Companion
Noteholders;
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements, with
evidence
of
recording thereon, where appropriate, in those instances where
the
terms or
provisions of the Mortgage, Mortgage Note or any related
security
document
have been consolidated or modified or the Mortgage Loan has
been
assumed;
(ix) the original lender's title insurance policy or a copy
thereof,
together
with all endorsements or riders that were issued with or
subsequent
to the issuance of such policy, insuring the priority of the
Mortgage
as a first lien on the Mortgagor's fee or leasehold interest in
the
Mortgaged Property, or if the policy has not yet been issued,
an
original
or copy of a "marked-up" written commitment (marked as binding
and in all
cases countersigned by the title insurer or its authorized
agent) or
the pro forma or specimen title insurance policy (accepted or
approved
in writing by the title insurer or its authorized agent) or an
agreement
to provide the same pursuant to lender's escrow trust
instructions executed by an authorized representative of the
title
insurance
company, provided the policy is issued within twelve (12)
months
from the
Closing Date, in connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of
the
Mortgagor
under the Mortgage Loan and any intervening assignments;
(xi) all UCC Financing Statements, assignments and continuation
statements
or copies thereof, as filed or recorded, or in form that is
complete
and suitable for filing or recording, as appropriate, or other
evidence
of filing or recording sufficient to perfect (and maintain the
perfection
of) the security interest held by the originator of the
Mortgage Loan
(and each assignee of record prior to the Trustee) in and to
the
personalty of the Mortgagor at the Mortgaged Property (in each
case
with
evidence of filing or recording thereon, with the exception of
filing
or
recording information not yet available because the UCC
Financing
Statement,
assignment or continuation statement, as the case may be, has
not yet
been returned from the applicable filing or recording office),
and
to
transfer such security interest to the Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence
of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage
Note or other document or instrument referred to above was not
signed by
the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional Debt,
a
co-lender
agreement, a subordination agreement or other intercreditor
agreement,
pursuant to which such Additional Debt will be subordinated to
such
Mortgage Loan as set forth in such intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage
File
pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease,
the
related ground lease or a copy thereof and any related ground
lessor
estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan
and,
within thirty (30) days of the Closing Date or such earlier date
as
required
by the issuer of the letter of credit, a copy of the
appropriate
transfer
or assignment documents (which may be in the form of an
amendment)
for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together
with a
copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any property management agreement(s);
(xxi) a copy of any franchise agreements and comfort letters
related
thereto;
(xxii) a copy of any lock-box or cash management agreement(s);
(xxiii) a list related to such Mortgage Loan indicating the
related
Mortgage
Loan documents included in the related Mortgage File (the
"Mortgage
Loan Checklist");
(xxiv) a copy of all environmental reports that were received by
the
applicable
Mortgage Loan Seller relating to the relevant Mortgaged
Property;
(xxv) with respect to each Mortgage Loan that has one or more
Companion
Loan(s), the related Intercreditor Agreement and a copy of each
Mortgage
Note relating to such Companion Loan(s), rather than the
original; and
(xxvi) with respect to the Houston Galleria Mortgage Loan, a copy
of
the
Houston Galleria Pooling Agreement;
provided, however, that (a) whenever the term "Mortgage File" is
used to refer
to documents held by the Trustee, or a Custodian appointed thereby,
such term
shall not be deemed to include such documents and instruments
required to be
included therein unless they are actually received by the Trustee
or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed
Group only
one original or certified copy of any document referred to in the
definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed
Group, then
the inclusion of such original or certified copy in the Mortgage
File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed
the inclusion
of such original or certified copy in the Mortgage File for each
such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage
File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the
Mortgage
File for the related Mortgage Loan (except that references to the
Mortgage Note
for the Companion Loan otherwise described above shall be construed
to instead
refer to a photocopy of such Mortgage Note) and (d) the execution
and/or
recordation of any assignment of Mortgage, any separate assignment
of Assignment
of Leases and any assignment of any UCC Financing Statement in the
name of the
Trustee shall not be construed to limit the beneficial interest of
the related
Companion Holder(s) in such instrument and the benefits intended to
be provided
to them by such instrument, it being acknowledged that (i) the
Trustee shall
hold such record title for the benefit of the Trust as the holder
of the related
Mortgage Loan and the related Companion Holder(s) collectively and
(ii) any
efforts undertaken by the Trustee, the Master Servicer, or the
Special Servicer
on its behalf to enforce or obtain the benefits of such instrument
shall be
construed to be so undertaken by Trustee, the Master Servicer or
the Special
Servicer for the benefit of the Trust as the holder of the
applicable Mortgage
Loan and the related Companion Holder(s) collectively. With respect
to the
Houston Galleria Mortgage Loan, the preceding document delivery
requirements
will be met by the delivery by JPMorgan Chase Bank, National
Association of
copies of the documents specified above (other than the Mortgage
Note (and all
intervening endorsements) evidencing the Houston Galleria Mortgage
Loan, with
respect to which the originals shall be required), including a copy
of the
Mortgage securing the Houston Galleria Mortgage Loan.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related
Mortgage
Note, Mortgage and other documents contained in the related
Mortgage File and
any related agreements. As used in this Agreement, the term
"Mortgage Loan" does
not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage
File."
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan Seller, relating to the
transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the
related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as
Exhibit B, which list sets forth the following information with
respect to each
Mortgage Loan:
(i) the loan identification number and loan servicing number
(as
specified
in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and zip
code) and
name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term
to stated
maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following
the Cut-off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or an
Actual/360
Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage
Loan
is
cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage
Loan
Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of any reserve or escrowed funds that were deposited
at
origination and any ongoing periodic deposit requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box agreement
is
in
place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period;
(xxvi) the applicable Loan Group to which the Mortgage Loan
belongs;
and
(xxvii) the number of units, pads or square feet with respect
to
each
Mortgaged Property.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Mortgage Loans.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) JPMorgan Chase Bank,
National
Association, a national banking association, or its successor in
interest and
(2) CIBC Inc., a Delaware corporation, or its successor in
interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
Loan on or prior to its Maturity Date, the annual rate at which
interest is
scheduled (in the absence of a default) to accrue on such Mortgage
Loan or
Companion Loan from time to time in accordance with the related
Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any
Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described
in clause (i)
above determined without regard to the passage of such Maturity
Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Mortgage Loans during the related Due
Period,
exceeds (b) the aggregate amount deposited by the Master Servicer
in the
Certificate Account for such Distribution Date pursuant to Section
3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to the Certificate
Account,
the Servicing Accounts or the REO Account for any period from any
Distribution
Date to the immediately succeeding P&I Advance Date, the
amount, if any, by
which the aggregate of all interest and other income realized
during such period
on funds relating to the Trust Fund held in such account, exceeds
the aggregate
of all losses, if any, incurred during such period in connection
with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to the Certificate Account,
the
Servicing Accounts or the REO Account for any period from any
Distribution Date
to the immediately succeeding P&I Advance Date, the amount by
which the
aggregate of all losses, if any, incurred during such period in
connection with
the investment of funds relating to the Trust Fund held in such
account in
accordance with Section 3.06, exceeds the aggregate of all interest
and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per annum equal to the
related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided,
that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate
for any
Mortgage Loan will be determined without regard to any
modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by
the Master
Servicer or the Special Servicer or resulting from a bankruptcy,
insolvency or
similar proceeding involving the Mortgagor; provided, further, that
if any
Mortgage Loan does not accrue interest on the basis of a 360-day
year consisting
of twelve 30-day months, then, solely for purposes of calculating
Pass-Through
Rates, the Net Mortgage Rate of such Mortgage Loan for any
one-month period
preceding a related Due Date will be the annualized rate at which
interest would
have to accrue in respect of such Mortgage Loan on the basis of a
360-day year
consisting of twelve 30-day months in order to produce the
aggregate amount of
interest actually accrued (exclusive of Default Interest or Excess
Interest) in
respect of such Mortgage Loan during such one-month period at the
related Net
Mortgage Rate; provided, further, that, with respect to each
Interest Reserve
Loan, the Net Mortgage Rate for the one month period (A) preceding
the Due Dates
that occur in January and February in any year which is not a leap
year or
preceding the Due Date that occurs in February in any year which is
a leap year,
and (B) preceding the Due Date in March, will be the per annum rate
stated in
the related Mortgage Note less the related Administrative Cost
Rate. With
respect to any REO Loan, the Net Mortgage Rate shall be calculated
as described
above, determined as if the predecessor Mortgage Loan had remained
outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net Operating Income will be
calculated in
accordance with the standard definition of "Net Operating Income"
approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust, including any lease
renewed,
modified or extended on behalf of the Trust, if the Trust has the
right to
renegotiate the terms of such lease.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-1, Class A-3A, Class E, Class F, Class
G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class NR,
Class S, Class R
or Class LR Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with
respect to the Transfer of a Residual Certificate, (i) such person
holds such
Residual Certificate in connection with the conduct of a trade or
business
within the United States and furnishes the Transferor and the
Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI
(or successor
form) or (ii) the Transferee delivers to both the Transferor and
the Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
such Transfer is in accordance with the requirements of the Code
and the
regulations promulgated thereunder and that such Transfer of the
Residual
Certificate will not be disregarded for federal income tax
purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause
(i) of the
preceding sentence, if it is a partnership (including any entity
treated as a
partnership for U.S. federal income tax purposes) any interest in
which is
owned, directly or indirectly, through one more partnerships,
trusts or other
pass-through entities by a Non-U.S. Person or (B) if such Person is
a U.S.
Person with respect to whom income from a Residual Certificate is
attributable
to a foreign permanent establishment of fixed base, within the
meaning of an
applicable income treaty, of such Person or any other U.S.
Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the Master Servicer or the Trustee, as
applicable, will
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon at the Reimbursement Rate, from Late Collections or any
other recovery
on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the
Special Servicer may, at its option, in consultation with the
Directing
Certificateholder, make a determination in accordance with the
Servicing
Standards, that any P&I Advance previously made or proposed to
be made is a
Nonrecoverable P&I Advance and shall deliver to the Master
Servicer or the
Trustee (and with respect to the Houston Galleria Mortgage Loan, to
the Houston
Galleria Master Servicer and with respect to the CenterPoint I
Mortgage Loan, to
any Other Servicer) notice of such determination. Any such
determination shall
be conclusive and binding on the Master Servicer and the Trustee,
provided,
however, the Special Servicer shall have no obligation to make an
affirmative
determination that any P&I Advance is or would be recoverable
and in the absence
of a determination by the Special Servicer that such Advance is or
will be a
Non-Recoverable Advance, such decision shall remain with the Master
Servicer or
Trustee, as applicable. In making such recoverability
determination, the Master
Servicer, Special Servicer or Trustee, as applicable, will be
entitled to
consider (among other things) only the obligations of the Mortgagor
under the
terms of the related Mortgage Loan as it may have been modified, to
consider
(among other things) the related Mortgaged Properties in their "as
is" or then
current conditions and occupancies, as modified by such party's
assumptions
(consistent with the Servicing Standards in the case of the Master
Servicer and
the Special Servicer or in its good faith business judgment in the
case of the
Trustee) regarding the possibility and effects of future adverse
change with
respect to such Mortgaged Properties, to estimate and consider
(among other
things) future expenses and to estimate and consider (consistent
with the
Servicing Standards in the case of the Master Servicer and the
Special Servicer
or in its good faith business judgment in the case of the Trustee)
(among other
things) the timing of recoveries. In addition, any Person, in
considering
whether a P&I Advance is a Nonrecoverable Advance, will be
entitled to give due
regard to the existence of any outstanding Nonrecoverable Advance
or Workout
Delayed Reimbursement Amount with respect to other Mortgage Loans
which, at the
time of such consideration, the reimbursement of which is being
deferred or
delayed by the Master Servicer or the Trustee because there is
insufficient
principal available for such reimbursement, in light of the fact
that proceeds
on the related Mortgage Loan are a source of reimbursement not only
for the P&I
Advance under consideration, but also as a potential source of
reimbursement of
such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are
or may be being deferred or delayed. In addition, any such Person
may update or
change its recoverability determinations at any time (but not
reverse any other
Person's determination that an Advance is a Nonrecoverable Advance)
and,
consistent with the Servicing Standard in the case of the Master
Servicer or in
its good faith business judgment in the case of the Trustee, may
obtain,
promptly upon request, from the Special Servicer any reasonably
required
analysis, Appraisals or market value estimates or other information
in the
Special Servicer's possession for making a recoverability
determination. Absent
bad faith, the Master Servicer's, Special Servicer's or the
Trustee's
determination as to the recoverability of any P&I Advance shall
be conclusive
and binding on the Certificateholders. The determination by the
Master Servicer,
the Special Servicer or the Trustee, as applicable, that the Master
Servicer or
the Trustee, as applicable, has made a Nonrecoverable P&I
Advance or that any
proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, or
any updated or changed recoverability determination, shall be
evidenced by an
Officer's Certificate delivered by either the Special Servicer or
the Master
Servicer to the other and to the Trustee, the Paying Agent, the
Directing
Certificateholder (and in the case of the CenterPoint I Mortgage
Loan, any Other
Servicer), the Depositor, or by the Trustee to the Depositor, the
Master
Servicer, the Special Servicer, the Paying Agent and the
Directing
Certificateholder (and in the case of the CenterPoint I Mortgage
Loan, any Other
Servicer). The Officer's Certificate shall set forth such
determination of
nonrecoverability and the considerations of the Master Servicer,
the Special
Servicer or the Trustee, as applicable, forming the basis of such
determination
(which shall be accompanied by, to the extent available, income and
expense
statements, rent rolls, occupancy status, property inspections and
any other
information used by the Master Servicer, the Special Servicer or
the Trustee, as
applicable, to make such determination and shall include any
existing Appraisal
of the related Mortgage Loan or Mortgaged Property). The Trustee
shall be
entitled to conclusively rely on the Master Servicer's or Special
Servicer's
determination that a P&I Advance is or would be nonrecoverable,
and the Master
Servicer shall be entitled to conclusively rely on the Special
Servicer's
determination that a P&I Advance is or would be nonrecoverable.
In the case of a
cross-collateralized Mortgage Loan, such recoverability
determination shall take
into account the cross-collateralization of the related
cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan (other
than the
Houston Galleria Mortgage Loan) or REO Property which, in the
reasonable
judgment of the Master Servicer, the Special Servicer or the
Trustee, as the
case may be, will not be ultimately recoverable, together with any
accrued and
unpaid interest thereon, at the Reimbursement Rate, from Late
Collections or any
other recovery on or in respect of such Mortgage Loan or REO
Property. In making
such recoverability determination, such Person will be entitled to
consider
(among other things) only the obligations of the Mortgagor under
the terms of
the related Mortgage Loan as it may have been modified, to consider
(among other
things) the related Mortgaged Properties in their "as is" or then
current
conditions and occupancies, as modified by such party's assumptions
(consistent
with the Servicing Standards in the case of the Master Servicer or
the Special
Servicer or in its good faith business judgment in the case of the
Trustee)
regarding the possibility and effects of future adverse change with
respect to
such Mortgaged Properties, to estimate and consider (consistent
with the
Servicing Standards in the case of the Master Servicer or the
Special Servicer
or in its good faith business judgment in the case of the Trustee)
(among other
things) future expenses and to estimate and consider (among other
things) the
timing of recoveries. In addition, any Person, in considering
whether a
Servicing Advance is a Nonrecoverable Servicing Advance, will be
entitled to
give due regard to the existence of any Nonrecoverable Advance or
Workout
Delayed Reimbursement Amounts with respect to other Mortgage Loans
which, at the
time of such consideration, the recovery of which are being
deferred or delayed
by the Master Servicer, in light of the fact that proceeds on the
related
Mortgage Loan are a source of recovery not only for the Servicing
Advance under
consideration, but also as a potential source of recovery of such
Nonrecoverable
Advance or Workout Delayed Reimbursement Amounts which are or may
be being
deferred or delayed. In addition, any such Person may update or
change its
recoverability determinations at any time (but not reverse any
other Person's
determination that an Advance is a Nonrecoverable Advance) and,
consistent with
the Servicing Standards, in the case of the Master Servicer, may
obtain,
promptly upon request, from the Special Servicer any reasonably
required
analysis, Appraisals or market value estimates or other information
in the
Special Servicer's possession for making a recoverability
determination. The
determination by the Master Servicer, the Special Servicer or the
Trustee, as
the case may be, that it has made a Nonrecoverable Servicing
Advance or that any
proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing
Advance, or any updated or changed recoverability determination,
shall be
evidenced by an Officer's Certificate delivered by either of the
Special
Servicer or Master Servicer to the other and to the Trustee, the
Paying Agent,
the Directing Certificateholder and in the case of the CenterPoint
I Mortgage
Loan, any Other Servicer, and the Depositor, or by the Trustee to
the Depositor,
the Master Servicer, the Special Servicer, the Paying Agent and the
Directing
Certificateholder and in the case of the CenterPoint I Mortgage
Loan, any Other
Servicer; provided, however, that the Special Servicer may, at its
option, in
consultation with the Directing Certificateholder, make a
determination in
accordance with the Servicing Standards, that any Servicing Advance
previously
made or proposed to be made is a Nonrecoverable Servicing Advance
and shall
deliver to the Master Servicer and the Trustee notice of such
determination. Any
such determination shall be conclusive and binding on the Master
Servicer, the
Special Servicer and the Trustee, provided, however, the Special
Servicer shall
have no such obligation to make an affirmative determination that
any Servicing
Advance is or would be recoverable and in the absence of a
determination by the
Special Servicer that such Advance is or will be a Non-Recoverable
Advance, such
decision shall remain with the Master Servicer or Trustee, as
applicable. The
Officer's Certificate shall set forth such determination of
nonrecoverability
and the considerations of the Master Servicer, the Special Servicer
or the
Trustee, as applicable, forming the basis of such determination
(which shall be
accompanied by, to the extent available, related income and expense
statements,
rent rolls, occupancy status and property inspections, and shall
include any
existing Appraisal of the related Mortgage Loan or Mortgaged
Property). The
Special Servicer shall promptly furnish any party required to make
Servicing
Advances hereunder with any information in its possession regarding
the
Specially Serviced Mortgage Loans and REO Properties as such party
required to
make Servicing Advances may reasonably request for purposes of
making
recoverability determinations. The Trustee shall be entitled to
conclusively
rely on the Master Servicer's or Special Servicer's, as the case
may be,
determination that a Servicing Advance is or would be
nonrecoverable, and the
Master Servicer shall be entitled to conclusively rely on the
Special Servicer's
determination that a Servicing Advance is or would be
nonrecoverable. In the
case of a cross collateralized Mortgage Loan, such recoverability
determination
shall take into account the cross collateralization of the related
cross
collateralized Mortgage Loan. The determination as to the
recoverability of any
servicing advance previously made or proposed to be made in respect
of the
Houston Galleria Whole Loan shall be made by the Houston Galleria
Master
Servicer, the Houston Galleria Special Servicer or the Houston
Galleria Trustee,
as the case may be, pursuant to the Houston Galleria Pooling
Agreement.
"Notional Amount": In the case of the Class X-1 Certificates,
the
Class X-1 Notional Amount. In the case of the Class X-2
Certificates, the Class
X-2 Notional Amount. In the case of each Component, the amount set
forth in the
applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class A-3B,
Class
A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-2, Class
B, Class C
and Class D Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer or any Additional
Servicer, as
the case may be, or a Responsible Officer of the Trustee or Paying
Agent, as the
case may be.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor, the Master
Servicer or the
Special Servicer, acceptable in form and delivered to the Trustee
and the Paying
Agent, except that any opinion of counsel relating to (a) the
qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance
with the
REMIC Provisions, (c) qualification of the Grantor Trust as a
grantor trust
under subpart E, Part I of subchapter J of the Code for federal
income tax
purposes or (d) the resignation of the Master Servicer, the Special
Servicer or
the Depositor pursuant to Section 6.04, must be an opinion of
counsel who is in
fact Independent of the Depositor, the Master Servicer or the
Special Servicer,
as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the
Residual
Certificates), the initial aggregate principal amount thereof as of
the Closing
Date, in each case as specified in the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the initial principal amount
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement.
"Original Notional Amount": With respect to the Class X-1
Notional
Amount and Class X-2 Notional Amount, the respective initial
Notional Amount
thereof as of the Closing Date, as specified in the Preliminary
Statement.
"Other Pooling and Servicing Agreement": Any pooling and
servicing
agreement that creates a trust fund whose assets include the
CenterPoint I
Companion Note.
"Other Servicer": Any servicer under an Other Pooling and
Servicing
Agreement.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Other Securitization": As defined in Section 11.06.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer or the Trustee, as applicable, pursuant to
Section 4.03
or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the Business Day prior to the P&I Advance Date.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate,
the
Class A-2 Pass-Through Rate, the Class A-3A Pass-Through Rate, the
Class A-3B
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-SB
Pass-Through
Rate, the Class A-1A Pass-Through Rate, the Class A-M Pass-Through
Rate, the
Class A-J Pass-Through Rate, the Class B Pass-Through Rate, the
Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E
Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the
Class H
Pass-Through Rate, the Class J Pass-Through Rate, the Class K
Pass-Through Rate,
the Class L Pass-Through Rate, the Class M Pass-Through Rate, the
Class N
Pass-Through Rate, the Class P Pass-Through Rate, the Class NR
Pass-Through
Rate, the Class X-1 Pass-Through Rate or the Class X-2 Pass-Through
Rate.
"Paying Agent": LaSalle Bank National Association, a national
banking association organized under the laws of the United States,
or any
successor appointed thereto pursuant to Section 5.07 or any
successor Paying
Agent appointed hereunder.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts
actually
collected thereon (or, in the case of a Mortgage Loan or Companion
Loan (or
successor REO Loan thereto) that is part of a Loan Pair, actually
collected on
such Loan Pair and allocated and paid on such Mortgage Loan or
Companion Loan
(or successor REO Loan) in accordance with the related
Intercreditor Agreement)
that represent late payment charges or Default Interest, other than
a Yield
Maintenance Charge, and other than any Excess Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest is equal to the Denomination of such Certificate divided
by the
Original Certificate Balance or Original Notional Amount, as
applicable, of such
Class of Certificates as of the Closing Date. With respect to a
Class S
Certificate or a Residual Certificate, the percentage interest is
set forth on
the face thereof.
"Performance Certification": As defined in Section 11.06.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Paying
Agent, if otherwise qualifying hereunder), regardless whether
issued by the
Depositor, the Master Servicer, the Special Servicer, the Trustee
or any of
their respective Affiliates and having the required ratings, if
any, provided
for in this definition and which shall not be subject to
liquidation prior to
maturity:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
Fannie
Mae, Freddie Mac or any agency or instrumentality of the United
States of
America, the obligations of which are backed by the full faith
and credit
of the United States of America that mature in one (1) year or
less from
the date of acquisition; provided that any obligation of, or
guarantee
by, Fannie Mae or Freddie Mac, other than an unsecured senior
debt
obligation of Fannie Mae or Freddie Mac, shall be a Permitted
Investment
only if such investment would not result in the downgrading,
withdrawal
or qualification of the then-current rating assigned by each
Rating
Agency to any Certificate or CenterPoint I Companion Loan
Security
as
evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers'
acceptances that mature in one (1) year or less after the date of
issuance
and are
issued or held by any depository institution or trust company
(including
the Trustee) incorporated or organized under the laws of the
United
States of America or any State thereof and subject to
supervision
and
examination by federal or state banking authorities, so long as
the
commercial
paper or other short-term debt obligations of such depository
institution or trust company are rated in the highest rating
categories of
each
Rating Agency or such other rating as would not result in the
downgrading, withdrawal or qualification of the then current
rating
assigned
by each Rating Agency to any Class of Certificates (or, insofar
as there
is then outstanding any class of CenterPoint I Companion Loan
Securities that is
then rated by such Rating Agency, such class of
securities) as evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security
described in clause (i) above where such security has a
remaining
maturity
of one year or less and where such repurchase obligation has
been
entered
into with a depository institution or trust company (acting as
principal)
described in clause (ii) above;
(iv) debt obligations bearing interest or sold at a discount
issued
by any
corporation incorporated under the laws of the United States of
America or
any state thereof which mature in one (1) year or less from the
date of
acquisition, which debt obligations are rated in the highest
rating
categories of each Rating Agency or such other rating as would
not
result in
the downgrading, withdrawal or qualification of the then
current
rating
assigned by each Rating Agency to any Class of Certificates
(or,
insofar as
there is then outstanding any class of CenterPoint I Companion
Loan
Securities that is then rated by such Rating Agency, such class
of
securities) as evidenced in writing; provided, however, that
securities
issued by
any particular corporation will not be Permitted Investments to
the extent
that investment therein will cause the then outstanding
principal
amount of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal
balance and the aggregate principal amount of all Permitted
Investments in such accounts;
(v) commercial paper (including both non interest bearing
discount
obligations and interest bearing obligations) of any corporation or
other
entity
organized under the laws of the United States or any state
thereof
payable on
demand or on a specified date maturing in one (1) year or less
from the
date of acquisition thereof and which is rated in the highest
rating
category of each Rating Agency (or such lower rating as will
not
result in
qualification, downgrading or withdrawal of the ratings then
assigned
by each Rating Agency to any Class of Certificates (or, insofar
as there
is then outstanding any class of CenterPoint I Companion Loan
Securities
that is then rated by such Rating Agency, such class of
securities) as evidenced in writing);
(vi) money market funds, rated in the highest rating categories
of
each
Rating Agency; and
(vii) any other demand, money market or time deposit,
obligation,
security
or investment, (a) with respect to which each Rating Agency
shall
have
confirmed in writing that such investment will not result in a
downgrade,
qualification or withdrawal of the then current rating assigned
by such
Rating Agency to any Class of Certificates (or, insofar as
there
is then
outstanding any class of CenterPoint I Companion Loan
Securities
that is
then rated by such Rating Agency, such class of securities) as
evidenced
in writing and (b) which qualifies as a "cash flow investment"
pursuant
to Section 860G(a)(6) of the Code;
provided, however, that in each case if the investment is rated by
S&P, (a) it
shall have a predetermined fixed dollar of principal due at
maturity that cannot
vary or change and (b) any such investment that provides for a
variable rate of
interest must have an interest rate that is tied to a single
interest rate index
plus a fixed spread, if any, and move proportionately with such
index; and
provided further, however, that no such instrument shall be a
Permitted
Investment (a) if such instrument evidences principal and interest
payments
derived from obligations underlying such instrument and the
interest payments
with respect to such instrument provide a yield to maturity at the
time of
acquisition of greater than 120% of the yield to maturity at par of
such
underlying obligations or (b) if such instrument may be redeemed at
a price
below the purchase price; and provided, further, however, that no
amount
beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC
(even if not
yet deposited in the Trust) may be invested in investments (other
than money
market funds) treated as equity interests for federal income tax
purposes,
unless the Master Servicer receives an Opinion of Counsel, at its
own expense,
to the effect that such investment will not adversely affect the
status of the
Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments
that are subject
to prepayment or call may not be purchased at a price in excess of
par.
"Permitted Transferee": Any Person who is a Qualified
Institutional
Buyer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Pheasant Run AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 71.
"Pheasant Run Companion Loan": That certain loan evidenced by a
promissory B note, which is not an asset of the Trust Fund, secured
by the
Mortgaged Property securing the Pheasant Run AB Mortgage Loan.
"Pheasant Run Intercreditor Agreement": That certain
Intercreditor
Agreement among noteholders, dated as of February 28, 2006, between
CIBC Inc.,
as Note A Holder, and CBA Mezzanine Capital Finance, LLC, as Note B
Holder. The
Pheasant Run Intercreditor Agreement relates to the Pheasant Run
Mortgage Loan.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used
for
determining the accrual of original issue discount and market
discount, if any,
and the amortization premium, if any, on the Certificates for
federal income tax
purposes; provided it is assumed that each Mortgage Loan with an
Anticipated
Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the
following
Determination Date, the amount of interest (net of the related
Servicing Fees
and any Excess Interest), to the extent collected from the related
Mortgagor
(without regard to any prepayment premium or Yield Maintenance
Charge actually
collected), that would have accrued at a rate per annum equal to
the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the
Trustee Fee
Rate, on the amount of such prepayment from and after such Due Date
and ending
on the date of such prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Determination Date (or,
with respect to
each Mortgage Loan with a Due Date occurring after the related
Determination
Date, the related Due Date) and prior to the following Due Date,
the amount of
interest, to the extent not collected from the related Mortgagor
(without regard
to any prepayment premium or Yield Maintenance Charge actually
collected), that
would have accrued at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate,
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
such Due Date.
"Primary Collateral": With respect to any Crossed Loan, that
portion
of the Mortgaged Property designated as directly securing such
Crossed Loan and
excluding any Mortgaged Property as to which the related lien may
only be
foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
"Primary Servicing Fee": The monthly fee payable by the Master
Servicer from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee
accrues at the rate per annum specified as such in the
Sub-Servicing Agreement
with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of the New York City edition of The Wall Street Journal
(or, if such
section or publication is no longer available, such other
comparable publication
as determined by the Paying Agent in its reasonable discretion) as
may be in
effect from time to time, or, if the "Prime Rate" no longer exists,
such other
comparable rate (as determined by the Paying Agent in its
reasonable discretion)
as may be in effect from time to time.
"Principal Distribution Amount": With respect to any
Distribution
Date and any Class of Regular Certificates, an amount equal to the
sum of (a)
the Principal Shortfall for such Distribution Date, (b) the
Scheduled Principal
Distribution Amount for such Distribution Date and (c) the
Unscheduled Principal
Distribution Amount for such Distribution Date; provided, that the
Principal
Distribution Amount for any Distribution Date shall be reduced by
the amount of
any reimbursements of (i) Nonrecoverable Advances plus interest on
such
Nonrecoverable Advances that are paid or reimbursed from principal
collections
on the Mortgage Loans in a period during which such principal
collections would
have otherwise been included in the Principal Distribution Amount
for such
Distribution Date and (ii) Workout-Delayed Reimbursement Amounts
that were paid
or reimbursed from principal collections on the Mortgage Loans in a
period
during which such principal collections would have otherwise been
included in
the Principal Distribution Amount for such Distribution Date
(provided, that, in
the case of clause (i) and (ii) above, if any of the amounts that
were
reimbursed from principal collections on the Mortgage Loans are
subsequently
recovered on the related Mortgage Loan, such recovery will increase
the
Principal Distribution Amount for the Distribution Date related to
the period in
which such recovery occurs).
"Principal
Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing
scheduled interest due on any date or dates in any month or months
subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the
initial
Distribution Date with respect to the Mortgage Loans, the amount,
if any, by
which (a) the related Principal Distribution Amount for the
preceding
Distribution Date, exceeds (b) the aggregate amount distributed in
respect of
principal on the Class A, Class A-M, Class A-J, Class B, Class C,
Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class
P and Class NR Certificates for such preceding Distribution Date
pursuant to
Section 4.01(a) on such preceding Distribution Date. The Principal
Shortfall for
the initial Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of
each
Class of Certificates, each Underwriter, the Initial Purchaser,
each Mortgage
Loan Seller and certain financial market publishers (which
initially shall be
Bloomberg, L.P., Trepp, LLC and Intex Solutions LLC), any Companion
Holder, each
party to this Agreement, the Directing Certificateholder, any
designee of the
Depositor and any other Person who shall have provided the Paying
Agent with a
certificate, using the form attached hereto as Exhibit U, which
form is
available from the Paying Agent, certifying that such Person is
a
Certificateholder, a beneficial owner or a prospective purchaser of
a
Certificate.
"Prospectus": The Prospectus dated February 17, 2006, as
supplemented by the Prospectus Supplement dated March 3, 2006,
relating to the
offering of the Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18 (a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO
Loan)
or, if applicable, Loan Pair to be purchased by a Mortgage Loan
Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement, by
the Majority
Controlling Class Certificateholder, the Special Servicer or the
Master Servicer
pursuant to Section 3.18(b), by the Master Servicer, the Special
Servicer, the
Holders of the Controlling Class or the Holders of the Class LR
Certificates
pursuant to Section 9.01 or to be otherwise sold pursuant to
Section 3.18(d), a
price equal to:
(i) the outstanding principal balance of such Mortgage Loan (or
related
REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan (or
the
related
REO Loan) at the related Mortgage Rate in effect from time to
time
(exclusive
of Excess Interest) to but not including the Due Date
immediately preceding the Determination Date for the related
Distribution
Date in
which such Purchase Price is included in the Available
Distribution Amount; plus
(iii) all related Servicing Advances that are unreimbursed out
of
collections from the Mortgage Loan and accrued and unpaid interest
on
related
Advances at the Reimbursement Rate, and any Special Servicing
Fees
whether
paid or then owing allocable to such Mortgage Loan and all
additional
Trust Fund expenses in respect of such Mortgage Loan; plus
(iv) if such Mortgage Loan (or REO Loan) is being purchased by
a
Mortgage
Loan Seller pursuant to Section 3 of the applicable Mortgage
Loan
Purchase
Agreement, to the extent not otherwise included pursuant to
clause
(iii), all reasonable out-of-pocket expenses reasonably incurred
or
to be incurred by the
Master Servicer, the Special Servicer, the Depositor
and the
Trustee in respect of the Breach or Defect giving rise to the
repurchase
obligation, including any expenses arising out of the
enforcement of the repurchase obligation, including, without
limitation,
all legal
fees and expenses and any expenses of the Trust Fund relating
to
such
Mortgage Loan (or REO Loan); plus
(v) Liquidation Fees payable with respect to such Mortgage
Loan.
With respect to any REO Property to be sold pursuant to Section
3.18(c),
"Purchase Price" shall mean the amount calculated in accordance
with the
preceding sentence in respect of the related REO Loan. With respect
to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that
relates to a
Loan Pair, the term "REO Loan" shall mean the REO Loan with respect
to both the
related Mortgage Loan and the related Companion Loans.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A "qualified institutional
buyer"
as defined in Rule 144A under the Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO
Loan
or REO Property, an insurance company or security or bonding
company qualified
to write the related Insurance Policy in the relevant jurisdiction
with a
minimum claims paying ability rating of at least "A-" by S&P,
"A3" by Moody's
and "A-" by Fitch and (ii) with respect to the fidelity bond and
errors and
omissions Insurance Policy required to be maintained pursuant to
Section
3.07(c), except as set forth in Section 3.07(c), an insurance
company that has a
claims paying ability (or the obligations which are guaranteed or
backed by a
company having such claims paying ability) rated no lower than two
ratings below
the rating assigned to the then highest rated outstanding
Certificate, but in no
event lower than "A-" by S&P, "A3" by Moody's and "A- " by
Fitch (or, if not
rated by one of such Rating Agencies, then at least "A" by two
other nationally
recognized statistical rating organizations (which may include the
other Rating
Agencies)) or, in the case of clauses (i) and (ii), such other
rating as each
Rating Agency shall have confirmed in writing will not cause such
Rating Agency
to downgrade, qualify or withdraw the then current rating assigned
by such
Rating Agency to any Class of Certificates (or, insofar as there is
then
outstanding any class of CenterPoint I Companion Loan Securities
that is then
rated by such Rating Agency, such class of securities) as evidenced
in writing.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not
less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same
Due Date as
and grace period no longer than that of the deleted Mortgage Loan;
(iv) accrue
interest on the same basis as the deleted Mortgage Loan (for
example, on the
basis of a 360-day year consisting of twelve 30-day months); (v)
have a
remaining term to stated maturity not greater than, and not more
than two years
less than, the remaining term to stated maturity of the deleted
Mortgage Loan;
(vi) have a then current loan-to-value ratio not higher than that
of the deleted
Mortgage Loan as of the Closing Date and a current loan-to-value
ratio not
higher than the then current loan-to-value ratio of the deleted
Mortgage Loan,
in each case using the "value" as determined using an MAI
appraisal; (vii)
comply (except in a manner that would not be adverse to the
interests of the
Certificateholders) as of the date of substitution with all of
the
representations and warranties set forth in the applicable Mortgage
Loan
Purchase Agreement; (viii) have an environmental report that
indicates no
material adverse environmental conditions with respect to the
related Mortgaged
Property and which will be delivered as a part of the related
Mortgage File;
(ix) have a then current debt service coverage ratio of not less
than the
original debt service coverage ratio of the deleted Mortgage Loan
as of the
Closing Date and a current debt service coverage ratio of not less
than the
current debt service coverage ratio of the deleted Mortgage Loan;
(x) constitute
a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the
applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or
an
amortization schedule after the date two years prior to the Rated
Final
Distribution Date; (xii) have comparable prepayment restrictions;
(xiii) not be
substituted for a deleted Mortgage Loan unless the Trustee has
received prior
confirmation in writing by each Rating Agency that such
substitution will not
result in the withdrawal, downgrade, or qualification of the rating
assigned by
the Rating Agency to any Class of Certificates then rated by the
Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the
applicable
Mortgage Loan Seller); (xiv) have been approved by the
Directing
Certificateholder; (xv) prohibit defeasance within two years of the
Closing
Date; (xvi) not be substituted for a deleted Mortgage Loan if it
would result in
the termination of the REMIC status of either of the REMICs
established under
this Agreement or the imposition of tax on either of such REMICs
other than a
tax on income expressly permitted or contemplated to be imposed by
the terms of
this Agreement, as determined by an Opinion of Counsel; (xvii) have
an
engineering report with respect to the related Mortgaged Property
that will be
delivered as a part of the related Servicing File and (xviii) be
current in the
payment of all scheduled payments of principal and interest then
due. In the
event that more than one mortgage loan is substituted for a deleted
Mortgage
Loan, then the amounts described in clause (i) shall be determined
on the basis
of aggregate Stated Principal Balances and each such proposed
Qualified
Substitute Mortgage Loan shall individually satisfy each of the
requirements
specified in (i) through (xvi) and the rates described in clause
(ii) above and
the remaining term to stated maturity referred to in clause (v)
above shall be
determined on a weighted average basis, provided that no individual
Mortgage
Rate (net of the Servicing Fee Rate and the Trustee Fee Rate) shall
be lower
than the highest fixed Pass-Through Rate (and not subject to a cap
equal to the
Weighted Average Net Mortgage Rate) of any class of Regular
Certificates having
a principal balance then outstanding. When a Qualified Substitute
Mortgage Loan
is substituted for a deleted Mortgage Loan, (i) the applicable
Mortgage Loan
Seller shall certify that the Mortgage Loan meets all of the
requirements of the
above definition and shall send such certification to the Trustee
and the
Directing Certificateholders and (ii) such Qualified Substitute
Mortgage Loan
shall become part of the same Loan Group as the deleted Mortgage
Loan.
"Rated Final Distribution Date": As to each Class of
Certificates,
December 12, 2044.
"Rating Agency": Each of Moody's and S&P or their successors
in
interest, and any rating agencies rating the CenterPoint I
Companion Loan
Securities. If none of such rating agencies nor any successor
thereof remains in
existence, "Rating Agency" shall be deemed to refer to such
nationally
recognized statistical rating agency or other comparable Person
designated by
the Depositor, notice of which designation shall be given to the
Trustee, the
Paying Agent, the Special Servicer and the Master Servicer, and
specific ratings
of Moody's and S&P herein referenced shall be deemed to refer
to the equivalent
ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, Class A-M, Class
A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K,
Class L, Class M, Class N, Class P, Class NR, Class X-1 and Class
X-2
Certificates.
"Regulation AB": 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 D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Book-Entry Certificates": The Regular
Certificates
sold in offshore transactions in reliance on Regulation S and
represented by one
or more Book-Entry Certificates deposited with the Paying Agent as
custodian for
the Depository.
"Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires
such Certificate
pursuant to Regulation S.
"Regulation S Transfer Certificate": A certificate substantially
in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum
shall equal
the Prime Rate.
"Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For
each of the
following Classes of Certificates, the related Class of
Uncertificated
Lower-Tier Interests and the related Components of Class X
Certificates; for the
following Components of the Class X Certificates, the related Class
of
Uncertificated Lower-Tier Interests and the related Class of
Certificates set
forth below; and for the following Classes of Uncertificated
Lower-Tier
Interests, the related Components of the Class X Certificates and
the related
Class of Certificates set forth below:
<TABLE>
<CAPTION>
Related Uncertificated
Related Components of
Related Certificate
Lower-Tier Interest
Class X Certificates
-------------------
-----------------------
---------------------
<S>
<C>
<C>
Class A-1 Certificate
Class LA-1-1 Uncertificated Interest
XA-1-1
Class LA-1-2 Uncertificated Interest
XA-1-2
Class LA-1-3 Uncertificated Interest
XA-1-3
Class LA-1-4 Uncertificated Interest
XA-1-4
Class A-1A Certificate
Class LA-1A-1 Uncertificated Interest
XA-1A-1
Class LA-1A-2 Uncertificated Interest
XA-1A-2
Class LA-1A-3 Uncertificated Interest
XA-1A-3
Class LA-1A-4 Uncertificated Interest
XA-1A-4
Class LA-1A-5 Uncertificated Interest
XA-1A-5
Class LA-1A-6 Uncertificated Interest
XA-1A-6
Class LA-1A-7 Uncertificated Interest
XA-1A-7
Class LA-1A-8 Uncertificated Interest
XA-1A-8
Class LA-1A-9 Uncertificated Interest
XA-1A-9
Class LA-1A-10 Uncertificated Interest XA-1A-10
Class LA-1A-11 Uncertificated Interest
XA-1A-11
Class LA-1A-12 Uncertificated Interest
XA-1A-12
Class LA-1A-13 Uncertificated Interest
XA-1A-13
Class LA-1A-14 Uncertificated Interest
XA-1A-14
Class LA-1A-15 Uncertificated Interest
XA-1A-15
Class A-2 Certificate
Class LA-2-1 Uncertificated Interest
XA-2-1
Class LA-2-2 Uncertificated Interest
XA-2-2
Class LA-2-3 Uncertificated Interest
XA-2-3
Class A-3A Certificate
Class LA-3A Uncertificated Interest
XA-3A
Class A-3 Certificate
Class LA-3B-1 Uncertificated Interest
XA-3B-1
Class LA-3B-2 Uncertificated Interest
XA-3B-2
Class LA-3B-3 Uncertificated Interest
XA-3B-3
Class LA-3B-4 Uncertificated Interest
XA-3B-4
Class A-4 Certificate
Class LA-4-1 Uncertificated Interest
XA-4-1
Class LA-4-2 Uncertificated Interest
XA-4-2
Class LA-4-3 Uncertificated Interest
XA-4-3
Class LA-4-4 Uncertificated Interest
XA-4-4
Class LA-4-5 Uncertificated Interest
XA-4-5
Class LA-4-6 Uncertificated Interest
XA-4-6
Class LA-4-7 Uncertificated Interest
XA-4-7
Class A-SB Certificate
Class LA-SB-1 Uncertificated Interest
XA-SB-1
Class LA-SB-2 Uncertificated Interest
XA-SB-2
Class LA-SB-3 Uncertificated Interest
XA-SB-3
Class LA-SB-4 Uncertificated Interest
XA-SB-4
Class LA-SB-5 Uncertificated Interest
XA-SB-5
Class LA-SB-6 Uncertificated Interest
XA-SB-6
Class LA-SB-7
Uncertificated Interest
XA-SB-7
Class A-M Certificate
Class LA-M Uncertificated Interest
XA-M
Class A-J Certificate
Class LA-J Uncertificated Interest
XA-J
Class B Certificate
Class LB Uncertificated Interest
XB
Class C Certificate
Class LC Uncertificated Interest
XC
Class D Certificate
Class LD-1 Uncertificated Interest
XD-1
Class LD-2 Uncertificated Interest
XD-2
Class LD-3 Uncertificated Interest
XD-3
Class LD-4 Uncertificated Interest
XD-4
Class E Certificate
Class LE-1 Uncertificated Interest
XE-1
Class LE-2 Uncertificated Interest
XE-2
Class F Certificate
Class LF-1 Uncertificated Interest
XF-1
Class LF-2 Uncertificated Interest
XF-2
Class LF-3 Uncertificated Interest
XF-3
Class G Certificate
Class LG-1 Uncertificated Interest
XG-1
Class LG-2 Uncertificated Interest
XG-2
Class H Certificate
Class LH-1 Uncertificated Interest
XH-1
Class LH-2 Uncertificated Interest
XH-2
Class LH-3 Uncertificated Interest
XH-3
Class J Certificate
Class LJ-1 Uncertificated Interest
XJ-1
Class LJ-2 Uncertificated Interest
XJ-2
Class K Certificate
Class LK Uncertificated Interest
XK
Class L Certificate
Class LL Uncertificated Interest
XL
Class M Certificate
Class LM Uncertificated Interest
XM
Class N Certificate
Class LN Uncertificated Interest
XN
Class P Certificate
Class LP Uncertificated Interest
XP
Class NR Certificate
Class LNR Uncertificated Interest
XNR
</TABLE>
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit X attached
hereto. For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing Function
Participant
engaged by the Trustee, the Paying Agent, the Master Servicer or
the Special
Servicer, the term "Relevant Servicing Criteria" may refer to a
portion of the
Relevant Servicing Criteria applicable to the Master Servicer, the
Special
Servicer, the Trustee and/or the Paying Agent.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code (or any successor thereto).
"REMIC Administrator": The Paying Agent or any REMIC
administrator
appointed pursuant to Section 10.04.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and temporary and final Treasury regulations (or
proposed
regulations that would apply by reason of their proposed effective
date to the
extent not inconsistent with temporary or final regulations) and
any rulings
promulgated thereunder, as the foregoing may be in effect from time
to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"REO Account": A segregated custodial 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 "Midland
Loan Services, Inc., or the applicable successor Special Servicer,
as Special
Servicer, for the benefit of LaSalle Bank National Association, as
trustee, in
trust for registered Holders of J.P. Morgan Chase Commercial
Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series
2006-CIBC14, REO Account." Any such account or accounts shall be an
Eligible
Account.
"REO Acquisition": The acquisition for federal income tax
purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO
Property
pursuant to Section 3.18.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan or Companion Loan deemed for
purposes
hereof to be outstanding with respect to each REO Property. Each
REO Loan shall
be deemed to be outstanding for so long as the related REO Property
remains part
of the Trust Fund and provides for Assumed Scheduled Payments on
each Due Date
therefor, and otherwise has the same terms and conditions as its
predecessor
Mortgage Loan or Companion Loan, including, without limitation,
with respect to
the calculation of the Mortgage Rate in effect from time to time
(such terms and
conditions to be applied without regard to the default on such
predecessor
Mortgage Loan or Companion Loan). Each REO Loan shall be deemed to
have an
initial outstanding principal balance and Stated Principal Balance
equal to the
outstanding principal balance and Stated Principal Balance,
respectively, of its
predecessor Mortgage Loan or Companion Loan as of the date of the
related REO
Acquisition. All amounts due and owing in respect of the
predecessor Mortgage
Loan or Companion Loan as of the date of the related REO
Acquisition, including,
without limitation, accrued and unpaid interest, shall continue to
be due and
owing in respect of a REO Loan. All amounts payable or reimbursable
to the
Master Servicer, the Special Servicer or the Trustee, as
applicable, in respect
of the predecessor Mortgage Loan or Companion Loan as of the date
of the related
REO Acquisition, including, without limitation, any unpaid Special
Servicing
Fees and Servicing Fees and any unreimbursed Advances, additional
Trust Fund
expenses, together with any interest accrued and payable to the
Master Servicer
or the Trustee, as applicable, in respect of such Advances in
accordance with
Section 3.03(d) or Section 4.03(d), shall continue to be payable or
reimbursable
to the Master Servicer or the Trustee, as applicable, in respect of
an REO Loan.
In addition, Unliquidated Advances and Nonrecoverable Advances with
respect to
such REO Loan, in each case, that were paid from collections on the
Mortgage
Loans and resulted in principal distributed to the
Certificateholders being
reduced as a result of the first proviso in the definition of
"Principal
Distribution Amount", "Loan Group 1 Principal Distribution Amount"
or "Loan
Group 2 Principal Distribution Amount" shall be deemed outstanding
until
recovered. Collections in respect of each REO Loan (exclusive of
the amounts to
be applied to the payment of, or to be reimbursed to the Master
Servicer or the
Special Servicer for the payment of unreimbursed Advances and
interest thereon
and the costs of operating, managing, selling, leasing and
maintaining the
related REO Property) shall be treated: first, as a recovery of
accrued and
unpaid interest on such REO Loan at the related Mortgage Rate in
effect from
time to time to, but not including, the Due Date in the Due Period
of receipt
(exclusive of any portion that constitutes Excess Interest);
second, as a
recovery of Unliquidated Advances with respect to such REO Loan;
third, as a
recovery of principal of such REO Loan to the extent of its entire
unpaid
principal balance; fourth, as a recovery of Nonrecoverable Advances
with respect
to such REO Loan; and fifth, in accordance with the Servicing
Standards with
respect to the Master Servicer, as a recovery of any other amounts
due and owing
in respect of such REO Loan, including, without limitation, (i)
Penalty Charges,
(ii) Yield Maintenance Charges and (iii) Excess Interest and other
amounts, in
that order; provided, that if the Houston Galleria Mortgage Loan
and Houston
Galleria Companion Notes comprising the Houston Galleria Whole Loan
become REO
Loans, the treatment of the foregoing amounts with respect to the
Houston
Galleria Whole Loan shall be subject to the terms of the Houston
Galleria
Intercreditor Agreement and the Houston Galleria Pooling Agreement
and provided,
further that if the CenterPoint I Mortgage Loan and CenterPoint I
Companion
Notes comprising the CenterPoint I Whole Loan become REO Loans, the
treatment of
the foregoing amounts with respect to the CenterPoint I Whole Loan
shall be
subject to the terms of the CenterPoint I Intercreditor Agreement
and this
Agreement.
"REO Loan Accrual Period": With respect to any REO Loan and any
Due
Date therefor, the one-month period immediately preceding such Due
Date.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee or a nominee
thereof for
the benefit of the Certificateholders (and the related Companion
Holder, subject
to the related Intercreditor Agreement with respect to a Mortgaged
Property
securing a Loan Pair) and the Trustee (as holder of the
Uncertificated
Lower-Tier Interests) (and also including, if applicable, the Trust
Fund's
beneficial interest in the Houston Galleria Mortgaged Property
acquired by the
Houston Galleria Special Servicer on behalf of, and in the name of,
the Houston
Galleria Trustee or a nominee thereof for the benefit of the
certificateholders
under the Houston Galleria Trust) through foreclosure, acceptance
of a
deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in
connection with the default or imminent default of a Mortgage Loan.
References
herein to the Special Servicer acquiring, maintaining, managing,
inspecting,
insuring, selling or reporting or to Appraisal Reductions and Final
Recovery
Determinations with respect to an "REO Property", shall not include
the Trust
Fund's beneficial interest in the Houston Galleria Mortgaged
Property.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Reportable Event": As defined in Section 11.07.
"Reporting Servicer": The Master Servicer, the Special Servicer,
the
Trustee, the Paying Agent or any Servicing Function Participant
engaged by such
parties as the case may be.
"Request for Release": A release signed by a Servicing Officer
of
the Master Servicer or the Special Servicer, as applicable, in the
form of
Exhibit E attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to each of the
initial
Trustee or the Paying Agent, any Vice President, Assistant
Vice-President,
Assistant Secretary or corporate trust officer in the corporate
trust department
of the Trustee and Paying Agent, and with respect to any successor
Trustee or
the Paying Agent, any officer or assistant officer in the corporate
trust
department of the successor Trustee or the Paying Agent or any
other officer of
the successor Trustee or the Paying Agent customarily performing
functions
similar to those performed by any of the above designated officers
to whom a
particular matter is referred by the Trustee or the Paying Agent
because of such
officer's knowledge of and familiarity with the particular
subject.
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which Certificates are
first
offered to Persons other than the Initial Purchasers and any other
distributor
(as such term is defined in Regulation S) of the Certificates and
(b) the
Closing Date.
"Retained Fee Rate": A rate of 0.005% per annum.
"Revised Rate": With respect to those Mortgage Loans on the
Mortgage
Loan Schedule indicated as having a revised rate, the increased
interest rate
after the Anticipated Repayment Date (in the absence of a default)
for each
applicable Mortgage Loan, as calculated and as set forth in the
related Mortgage
Loan.
"Rule 144A": Rule 144A under the Act.
"Rule 144A Book-Entry Certificate": With respect to any Class
of
Certificates offered and sold in reliance on Rule 144A, a single,
permanent
Book-Entry Certificate, in definitive, fully registered form
without interest
coupons.
"S&P": Standard & Poor's Ratings Services, a division of
The McGraw
Hill Companies, Inc., and its successors in interest. If neither
S&P nor any
successor remains in existence, "S&P" shall be deemed to refer
to such other
nationally recognized statistical rating agency or other comparable
Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Paying Agent, the Master Servicer and the Special
Servicer and
specific ratings of S&P herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and
the
rules and regulations of the Commission promulgated thereunder
(including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section 11.05(a).
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of the
principal
portions of (a) all Monthly Payments (excluding Balloon Payments
and Excess
Interest) due in respect of such Mortgage Loans during or, if and
to the extent
not previously received or advanced pursuant to Section 4.03 in
respect of a
preceding Distribution Date, prior to, the related Due Period, and
all Assumed
Scheduled Payments for the related Due Period, in each case to the
extent either
(i) paid by the Mortgagor as of the Determination Date (or, with
respect to each
Mortgage Loan with a Due Date occurring or a grace period ending
after the
related Determination Date, the related Due Date or last day of
such grace
period, as applicable) (and not previously distributed to
Certificateholders) or
(ii) advanced by the Master Servicer or the Trustee, as applicable,
pursuant to
Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments
to the extent received on or prior to the related Determination
Date (or, with
respect to each Mortgage Loan with a Due Date occurring or a grace
period ending
after the related Determination Date, the related Due Date or last
day of such
grace period, as applicable, to the extent received by the Master
Servicer as of
the Business Day preceding the related P&I Advance Date), and
to the extent not
included in clause (a) above.
"Securities Act": The Securities Act of 1933, as it may be
amended
from time to time.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in
the related
Mortgage or executed separately, creating in favor of the holder of
such
Mortgage a security interest in the personal property constituting
security for
repayment of such Mortgage Loan.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses (including attorneys' fees and
expenses and fees
of real estate brokers) incurred by the Master Servicer or the
Trustee, as
applicable, in connection with the servicing and administering of
(a) a Mortgage
Loan (and in the case of an AB Mortgage Loan, the related Companion
Loan and in
the case of the CenterPoint I Mortgage Loan, the CenterPoint I
Companion Note)
(other than the Houston Galleria Mortgage Loan) in respect of which
a default,
delinquency or other unanticipated event has occurred or as to
which a default
is reasonably foreseeable or (b) an REO Property, including (in the
case of each
of such clause (a) and clause (b)), but not limited to, (x) the
cost of (i)
compliance with the Master Servicer's obligations set forth in
Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged
Property, (iii)
obtaining any Insurance and Condemnation Proceeds or any
Liquidation Proceeds of
the nature described in clauses (i)-(iv) of the definition of
"Liquidation
Proceeds," (iv) any enforcement or judicial proceedings with
respect to a
Mortgaged Property, including foreclosures and (v) the operation,
leasing,
management, maintenance and liquidation of any REO Property and (y)
any amount
specifically designated herein to be paid as a "Servicing
Advance".
Notwithstanding anything to the contrary, "Servicing Advances"
shall not include
allocable overhead of the Master Servicer, such as costs for office
space,
office equipment, supplies and related expenses, employee salaries
and related
expenses and similar internal costs and expenses or costs and
expenses incurred
by any such party in connection with its purchase of a Mortgage
Loan or REO
Property.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to time
and which as
of the Closing Date are listed on Exhibit X hereto.
"Servicing Fee": With respect to each Mortgage Loan, Companion
Loan
and REO Loan, the fee payable to the Master Servicer pursuant to
the first
paragraph of Section 3.11(a).
"Servicing Fee Amount": With respect to the Master Servicer and
any
date of determination, the aggregate of the products obtained by
multiplying,
for each Mortgage Loan, (a) the Stated Principal Balance of such
Mortgage Loan
as of the end of the immediately preceding Due Period and (b) the
difference
between the Servicing Fee Rate for such Mortgage Loan over the
servicing fee
rate (if any) applicable to such Mortgage Loan as specified in any
Sub-Servicing
Agreement related to such Mortgage Loan. With respect to each
Sub-Servicer and
any date of determination, the aggregate of the products obtained
by
multiplying, for each Mortgage Loan serviced by such Sub-Servicer,
(a) the
Stated Principal Balance of such Mortgage Loan as of the end of the
immediately
preceding Due Period and (b) the servicing fee rate specified in
the related
Sub-Servicing Agreement for such Mortgage Loan.
"Servicing Fee Rate": With respect to each Mortgage Loan and
REO
Loan, (and with respect to the Houston Galleria Mortgage Loan,
solely for
purposes of calculating the Administrative Cost Rate under this
Agreement and
not for calculating the Servicing Fee), a rate equal to the per
annum rate set
forth on the Mortgage Loan Schedule under the heading "Servicing
Fee Rate," in
each case computed on the basis of the Stated Principal Balance of
the related
Mortgage Loan. With respect to each Companion Loan, the rate
payable to the
Master Servicer with respect to the related Mortgage Loan to the
extent not
in
