EXHIBIT 4
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP., Depositor
MIDLAND LOAN SERVICES, INC.,
Master Servicer No. 1
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer No. 2
LNR PARTNERS, INC.,
Special Servicer
and
WELLS FARGO BANK, N.A.,
Trustee and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
March 1, 2006
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2006-LDP6
<PAGE>
TABLE OF CONTENTS
Page
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, the Excess Interest Distribution
Account and the Floating Rate Account.......................
Section 3.05 Permitted
Withdrawals from the Certificate Accounts, the
Distribution Accounts, the Companion Distribution
Account, the Excess Interest Distribution and the
Floating Rate Account.......................................
Section 3.06
Investment of Funds in the Certificate Accounts 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 the Applicable 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
Servicers...................................................
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 Servicers....
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 Swap
Contract................................................
Section 3.33
Litigation Control...........................................
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 SERVICERS,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability
of the Depositor, the Master Servicers and the
Special Servicer............................................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicers or the Special Servicer....................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicers, the Special Servicer and Others..................
Section 6.04 Master
Servicers and Special Servicer Not to Resign..........
Section 6.05 Rights of
the Depositor in Respect of the Master
Servicers and the Special Servicer..........................
Section 6.06 The
Master Servicers 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 Servicers 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' Servicing
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-3FL 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 S Certificate
Exhibit A-27 Form of
Class R Certificate
Exhibit A-28 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
[Reserved]
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 for 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 of 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 Each
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
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit X
Additional Form 10-D Disclosure
Exhibit Y
Additional Form 10-K Disclosure
Exhibit Z
Form 8-K Disclosure Information
Exhibit AA
Additional Disclosure Notification
Exhibit BB
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
Schedule 6
Mortgage Loans with Earnouts, Holdbacks or Letters of Credit
<PAGE>
This Pooling and Servicing Agreement (the "Agreement") is dated
and
effective as of March 1, 2006, among J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as Depositor, Midland Loan Services, Inc., as
Master Servicer
No. 1, GMAC Commercial Mortgage Corporation, as Master Servicer No.
2, LNR
Partners, Inc, as Special Servicer and Wells Fargo Bank, N.A., 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 Class
A-3FL
Regular Interest, the Swap Contract, the Floating Rate Account, 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
(i) the Excess Interest, the Excess Interest Distribution Account
and the
proceeds thereof and (ii) the Class A-3FL Regular Interest, the
Swap Contract,
the Floating Rate 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 and
the Class A-3FL Certificates, respectively.
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-3FL-1, Class LA-3FL-2,
Class
LA-3FL-3, Class LA-3FL-4, Class LA-3B-1, Class LA-3B-2, 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-SB-1,
Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class
LA-M, Class LA-J, Class LB, Class LC-1, Class LC-2, Class LC-3,
Class LD-1,
Class LD-2, Class LD-3, 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 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)
$
2,467,000
Class LA-1-2
(1)
$
3,052,000
Class LA-1-3
(1)
$
35,559,000
Class LA-1-4
(1)
$
18,829,000
Class LA-2-1
(1)
$
44,024,000
Class LA-2-2
(1)
$
72,410,000
Class LA-2-3
(1)
$
39,439,000
Class LA-3FL-1
(1)
$
12,014,000
Class LA-3FL-2
(1)
$
38,564,000
Class LA-3FL-3
(1)
$
37,717,000
Class LA-3FL-4
(1)
$
11,705,000
Class LA-3B-1
(1)
$
185,000
Class LA-3B-2
(1)
$
55,548,000
Class LA-4-1
(1)
$
122,794,000
Class LA-4-2
(1)
$
28,366,000
Class LA-4-3
(1)
$
21,456,000
Class LA-4-4
(1)
$
27,854,000
Class LA-4-5
(1)
$
109,100,000
Class LA-4-6
(1)
$
509,740,000
Class LA-SB-1
(1)
$
1,603,000
Class LA-SB-2
(1)
$
11,093,000
Class LA-SB-3
(1)
$
10,859,000
Class LA-SB-4
(1)
$
11,613,000
Class LA-SB-5
(1)
$
11,492,000
Class LA-SB-6
(1)
$
57,011,000
Class LA-1A-1
(1)
$
151,000
Class LA-1A-2
(1)
$
196,000
Class LA-1A-3
(1)
$
3,646,000
Class LA-1A-4
(1)
$
4,190,000
Class LA-1A-5
(1)
$
4,173,000
Class LA-1A-6
(1)
$
4,040,000
Class LA-1A-7
(1)
$
4,282,000
Class LA-1A-8
(1)
$
4,171,000
Class LA-1A-9
(1)
$
4,101,000
Class LA-1A-10
(1)
$
33,441,000
Class LA-1A-11
(1)
$
7,771,000
Class LA-1A-12
(1)
$
22,969,000
Class LA-1A-13
(1)
$
2,899,000
Class
LA-1A-14
(1)
$
10,821,000
Class LA-1A-15
(1)
$
98,108,000
Class LA-M
(1)
$
214,208,000
Class LA-J
(1)
$
163,333,000
Class LB
(1)
$
48,197,000
Class LC-1
(1)
$
3,981,000
Class LC-2
(1)
$
13,173,000
Class LC-3
(1)
$ 1,589,000
Class LD-1
(1)
$
9,770,000
Class LD-2
(1)
$
14,870,000
Class LD-3
(1)
$
10,168,000
Class LE-1
(1)
$
15,664,000
Class LE-2
(1)
$
5,757,000
Class LF-1
(1)
$
9,721,000
Class LF-2
(1)
$
18,068,000
Class LF-3
(1)
$
1,665,000
Class LG-1
(1)
$
12,236,000
Class LG-2
(1)
$
9,185,000
Class LH-1
(1)
$
13,977,000
Class LH-2
(1)
$
7,443,000
Class LJ-1
(1)
$
3,887,000
Class LJ-2
(1)
$
6,824,000
Class LK
(1)
$
10,710,000
Class LL
(1)
$
5,355,000
Class LM
(1)
$
5,355,000
Class LN
(1)
$
5,356,000
Class LP
(1)
$
8,032,000
Class LNR
(1)
$
24,099,000
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
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-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 and the Class A-3FL Regular
Interest 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 and the Class A-3FL Regular Interest
comprising
the interests in the Upper-Tier REMIC created hereunder:
<TABLE>
<CAPTION>
Initial
Original Certificate
Pass-Through
Balance or Notional
Ratings(1)
Rate
Amount
(Moody's/S&P)
------------------------------- ------------------
--------------------
-------------
<S>
<C>
<C>
<C>
Class A-1 Certificates(2)
5.1600%
$
59,907,000
Aaa/AAA
Class A-2 Certificates(2)
5.3790%
$
155,873,000
Aaa/AAA
Class A-3FL Regular Interest(2) 5.3920%(3),(5),(6)
$
100,000,000(4)
Aaa/AAA(5)
Class A-3B Certificates(2)
5.5590%(6)
$
55,733,000
Aaa/AAA
Class A-4 Certificates(2)
5.4750%(6)
$
819,310,000
Aaa/AAA
Class A-SB Certificates(2)
5.4900%(6)
$
103,671,000
Aaa/AAA
Class A-1A Certificates(2)
5.4710%(6)
$
204,959,000
Aaa/AAA
Class A-M Certificates
5.5250%(6)
$
214,208,000
Aaa/AAA
Class A-J Certificates
5.5650%(6)
$
163,333,000
Aaa/AAA
Class B Certificates
5.7025%(7)
$
48,197,000
Aa2/AA
Class C Certificates
5.7255%(7)
$
18,743,000
Aa3/AA-
Class D Certificates
5.7755%(8)
$
34,808,000
A2/A
Class E Certificates
5.7755%(8)
$
21,421,000
A3/A-
Class F Certificates
5.7755%(8)
$
29,454,000
Baa1/BBB+
Class G Certificates
5.7755%(8)
$
21,421,000
Baa2/BBB
Class H Certificates
5.7755%(8)
$
21,420,000
Baa3/BBB-
Class J Certificates
5.1550%(6)
$
10,711,000
Ba1/BB+
Class K Certificates
5.1550%(6)
$
10,710,000
Ba2/BB
Class L Certificates
5.1550%(6)
$
5,355,000
Ba3/BB-
Class M Certificates
5.1550%(6)
$
5,355,000
*/B+
Class N Certificates
5.1550%(6)
$
5,356,000
*/B
Class P Certificates
5.1550%(6)
$
8,032,000
*/B-
Class NR Certificates
5.1550%(6)
$
24,099,299
*/*
Class R Certificates
N/A(9)
N/A(9)
*/*
Class X-1 Certificates
0.0407%(10)
$ 2,142,076,299(11)
Aaa/AAA
Class X-2 Certificates
0.2555%(10)
$ 2,096,616,000(11)
Aaa/AAA
</TABLE>
------------
(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-3B,
Class A-4, Class A-SB and Class A-1A Certificates and the Class
A-3FL
Regular Interest, the pool of Mortgage Loans will be deemed to
consist of
two distinct Loan Groups, Loan Group 1 and Loan Group 2.
(3) The Class
A-3FL Regular Interest will be uncertificated and will be
transferred to
the Trust Fund on the Closing Date, and the Trust will
issue the
Class A-3FL Certificates in exchange therefor. The Pass-Through
Rate
applicable to the Class A-3FL Certificates on each Distribution
Date
will be
equal to the Class A-3FL Pass-Through Rate.
(4) The
Certificate Balance of the Class A-3FL Certificates will be equal
at
all times
to the Certificate Balance of the Class A-3FL Regular Interest.
The
Original Certificate Balance of the Class A-3FL Certificates will
be
equal to
$100,000,000.
(5) The Class
A-3FL Regular Interest will not be rated. The ratings shown are
with
respect to the Class A-3FL Certificates and only reflect receipt
of
interest
at the Class A-3FL Regular Interest Pass-Through Rate.
(6) Subject to a
maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(7) The
Pass-Through Rate for any Distribution Date for the Class B and
Class
C
Certificates will be a per annum rate equal to the Weighted Average
Net
Mortgage
Rate for the Distribution Date minus 0.073% and 0.053%,
respectively.
(8) The
Pass-Through Rate for any Distribution Date for the Class D, Class
E,
Class F,
Class G and Class H Certificates will be the Weighted Average
Net
Mortgage
Rate.
(9) 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.
(10) 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.
(11) 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
$2,142,076,299.
Nine (9) mortgage
loans (or groups of mortgage loans), the
CenterPoint II A2 Note, the Bigg's Place Companion Loan, the
Village Properties
Companion Loan, the Danville Manor Shopping Center Companion Loan,
the 3525
Decatur Avenue Companion Loan, the Superior Townhomes Companion
Loan, the
Timberstone Commons Companion Loan, the Tullahoma Shopping Center
Companion Loan
and the Alabama 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 II
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 CenterPoint II Whole Loan consists of the CenterPoint II
Mortgage Loan and the CenterPoint II A2 Note. The CenterPoint II
Mortgage Loan
and the CenterPoint II A2 Note are pari passu with each other. The
CenterPoint
II Mortgage Loan is part of the Trust Fund. The CenterPoint II A2
Note is not
part of the Trust Fund. The CenterPoint II Mortgage Loan and the
CenterPoint II
A2 Note will be serviced and administered in accordance with this
Agreement and
the CenterPoint II Intercreditor Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, each 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.
"3525 Decatur Avenue AB Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as loan number 86.
"3525 Decatur Avenue 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 3525 Decatur Avenue AB Mortgage
Loan.
"3525 Decatur Avenue Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of December 28,
2005,
between JPMorgan, as Note A Holder, and CBA Mezzanine Capital
Finance, LLC, as
Note B Holder. The 3525 Decatur Avenue Intercreditor Agreement
relates to the
3525 Decatur Avenue AB Mortgage Loan.
"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 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
applicable
Master Servicer and the Special Servicer may forbear taking any
enforcement
action, provided that the Special Servicer has determined 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 applicable 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 (other than the Class
A-3FL
Certificates) and the Class A-3FL Regular Interest, an amount equal
to interest
for the related Interest Accrual Period at the Pass-Through Rate of
such Class
of Certificates or Class A-3FL Regular Interest, as applicable, 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
A-3FL, Class S and the Residual Certificates), and the Class A-3FL
Regular
Interest 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 Disclosure Notification": the form of notification to
be
included with any Additional Form 10-D Disclosure, Additional Form
10-K
Disclosure or Form 8-K Disclosure Information which is attached
hereto as
Exhibit AA.
"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 applicable 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 applicable
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.
"Alabama Center AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 143.
"Alabama 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 Alabama Center AB Mortgage
Loan.
"Alabama Center Intercreditor Agreement": That certain
Intercreditor
Agreement among noteholders, dated as of December 30, 2005, between
JPMorgan, as
Note A Holder, and CBA Mezzanine Capital Finance, LLC, as Note B
Holder. The
Alabama Center Intercreditor Agreement relates to the Alabama
Center Mortgage
Loan.
"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 Servicing Criteria": means with respect to the
Trustee,
the Paying Agent, a Master Servicer, the Special Servicer or any
Servicing
Function Participant, the Servicing Criteria applicable to it, as
set forth on
Exhibit W attached hereto. For clarification purposes, multiple
parties can have
responsibility for the same Applicable Servicing Criteria. With
respect to a
Servicing Function Participant engaged by the Trustee, a Master
Servicer or the
Special Servicer, the term "Applicable Servicing Criteria" may
refer to a
portion of the Applicable Servicing Criteria applicable to such
Master Servicer,
the Special Servicer or the Trustee, as the case may be.
"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 and any related Companion 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 or performs the related Appraisal, equal to the excess of
(a) the
Stated Principal Balance of such Mortgage Loan and any related
Companion Loan
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) with an outstanding
principal
balance equal to or in excess of $2,000,000 (the costs of which
shall be paid by
the applicable 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) with
an outstanding principal balance less than $2,000,000 minus, with
respect to any
Appraisals, such downward adjustments as the Special 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 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
applicable
Master Servicer or the Trustee, all unpaid interest on such
Mortgage 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 out
of collections
on such Mortgage 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 applicable 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 or 90 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 AB Mortgage Loan and its related
Companion
Loan in the case of an AB Mortgage Loan or the CenterPoint II Whole
Loan in the
case of the CenterPoint II 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 by the Applicable Master Servicer 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 applicable Master Servicer, the Directing Certificateholder,
the Paying
Agent and the Trustee.
With respect to each Mortgage Loan and any related Companion Loan
as
to which an Appraisal Reduction has occurred (unless such Mortgage
Loan has
become a Corrected Mortgage Loan (for such purposes taking into
account any
amendment or modification of such Mortgage Loan or any related
Companion 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
applicable Master
Servicer as a Servicing Advance or conduct an internal valuation,
as applicable
and, promptly following receipt of any such Appraisal or the
completion of any
such internal valuation, shall deliver a copy thereof to the
applicable Master
Servicer, the Directing Certificateholder, the Paying Agent and the
Trustee.
Based upon such Appraisal or internal valuation of the Special
Servicer shall
redetermine and report to the Directing Certificateholder, the
applicable 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, 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
and any related Companion 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 and any related Companion 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 Mortgage Loan and any related Companion Loan, previously
subject
to an Appraisal Reduction which Mortgage Loan and any related
Companion Loan,
has become a Corrected Mortgage Loan (for such purposes taking into
account any
amendment or modification of such Mortgage Loan and any related
Companion Loan),
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 II Whole Loan shall be allocated in
accordance
with the CenterPoint II Intercreditor Agreement to the CenterPoint
II Mortgage
Loan and the CenterPoint II A2 Note, 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 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
any related Companion 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 and any related Companion Loan, (ii)
the date on
which a reduction in the amount of Monthly Payments on such
Mortgage Loan and
any related Companion Loan, or a change in any other material
economic term of
such Mortgage Loan and any related Companion Loan, (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 a 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 and any related Companion Loan, except where a
refinancing is
anticipated within 120 days after the Maturity Date of the Mortgage
Loan or the
Mortgage Loan and any related Companion Loan, in which case 120
days after such
uncured delinquency, and (vii) immediately after such Mortgage Loan
and any
related Companion Loan, 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
applicable Master Servicer, or the applicable 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, the
appraised value thereof as determined by an Appraisal of the
Mortgaged Property
securing the related Mortgage Loan.
"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.
"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 on
deposit
in each
Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited
to
any
portion of each Certificate Account that is held for the benefit
of
the
Companion Holders) and the Lower-Tier Distribution Account
(without
regard to
any payments made to or received from the Swap Counterparty) 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,
including
interest related to payments received after, but due on or
before,
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
each 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 each 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 each
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
Servicers
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);
(d) for the Distribution Date occurring in each March (or
February
if the
Final Distribution Date occurs in such month), the Withheld
Amounts
remitted
to the Lower-Tier Distribution Account pursuant to Section
3.25(b);
and
(e) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount deposited into the Distribution Account pursuant to
Section
2.01(g).
Notwithstanding the investment of funds held in the Certificate
Accounts
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-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 and the Class
A-3FL Regular
Interest, 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 or the
Class A-3FL Regular Interest, as applicable, 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.
Each 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 applicable 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 applicable 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
applicable Master
Servicer and all Sub-Servicers therefor as of such date of
determination.
"Bigg's Place AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 15.
"Bigg's Place 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 Bigg's Place AB Mortgage Loan.
"Bigg's Place Intercreditor Agreement": That certain
Intercreditor
Agreement among noteholders, dated as of September 1, 2005, between
JPMorgan, as
Note A Holder, and CBA Mezzanine Capital Finance, LLC, as Note B
Holder. The
Bigg's Place Intercreditor Agreement relates to the Bigg's Place AB
Mortgage
Loan.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York, Pittsburgh,
Pennsylvania or
the city and state in which the Corporate Trust Office of the
Trustee, or the
principal place of business of any Master Servicer, the Paying
Agent, or the
Special Servicer is located, are authorized or obligated by law or
executive
order to remain closed.
"CenterPoint II A2 Note": With respect to the CenterPoint II
Whole
Loan, the related promissory note made by the related Mortgagor and
secured by
the Mortgage on the CenterPoint II 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 II Mortgage Loan, to the
extent set forth
in the related Mortgage Loan documents and as provided in the
CenterPoint II
Intercreditor Agreement.
"CenterPoint II A2 Noteholder": The holder of the CenterPoint II
A2
Note.
"CenterPoint II Companion Loan Securities": Any class of
securities
backed, wholly or partially, by the CenterPoint II A2 Note.
CenterPoint II Intercreditor Agreement": The Intercreditor
Agreement, by and among the holders of the CenterPoint II Notes,
relating to the
relative rights of such holders of the CenterPoint II Whole Loan,
as the same
may be further amended in accordance with the terms thereof.
"CenterPoint II Mortgage Loan": With respect to the CenterPoint
II
Whole Loan, the Mortgage Loan that is included in the Trust
(identified as
Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is
designated as
promissory note A1 and is pari passu in right of payment with the
CenterPoint II
A2 Note to the extent set forth in the CenterPoint II Whole Loan
and as provided
in the CenterPoint II Intercreditor Agreement.
"CenterPoint II Mortgaged Property": The Mortgaged Property
that
secures the CenterPoint II Whole Loan.
"CenterPoint II Notes": The CenterPoint II Mortgage Loan and
the
CenterPoint II A2 Note.
"CenterPoint II Remittance Date": The "Remittance Date" as
defined
in the CenterPoint II Intercreditor Agreement.
"CenterPoint II Whole Loan": The CenterPoint II Mortgage Loan,
together with the CenterPoint II A2 Note, each of which is secured
by the same
Mortgage on the CenterPoint II Mortgaged Property. References
herein to the
CenterPoint II Whole Loan shall be construed to refer to the
aggregate
indebtedness under the CenterPoint II 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-LDP6, 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 each Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "Midland Loan Services, Inc., as Master Servicer No. 1, on
behalf of
Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2006-LDP6, Certificate Account"
and GMAC
Commercial Mortgage Corporation, as Master Servicer No. 2, on
behalf of Wells
Fargo Bank, N.A., as Trustee, in trust for the registered holders
of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-LDP6, Certificate Account," respectively.
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
next to last
paragraph of Section 3.04(a) 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) and the Class A-3FL Regular Interest, (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 or the Class A-3FL Regular Interest on
the
Distribution Date immediately prior to such date of determination
(determined as
adjusted pursuant to Section 1.02(iii)). The Certificate Balance
(including the
Original Certificate Balance) of the Class A-3FL Certificates shall
be equal at
all times to the Certificate Balance of the Class A-3FL Regular
Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-3FL
Certificates)
and the Class A-3FL Regular Interest, the amount of Mortgage
Deferred Interest
allocated to such Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, 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
applicable Master
Servicer, the Special Servicer, the Trustee, the Paying Agent, the
Depositor 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 the
compensation of the
Depositor, the applicable Master Servicer, the Special Servicer or
the Trustee
or limit the obligations of the Depositor, the applicable Master
Servicer, the
Special Servicer or the Trustee, as applicable, hereunder;
provided, however, so
long as there is no Event of Default with respect to the applicable
Master
Servicer or the Special Servicer, the applicable Master Servicer,
the Special
Servicer or such Affiliate of either 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
applicable Master
Servicer's rights, if any) or the rights of 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 applicable
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-3FL, 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 5.1600%.
"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 rate per annum equal to the lesser of (i) 5.4710% 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 5.3790%.
"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 rate per annum equal to the lesser of (i) 5.5590% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class A-3FL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or
interest
distributions on or in respect of the Class A-3FL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less
(iii) all amounts (exclusive of any Yield Maintenance Charges
allocated in
respect of the Class A-3FL Regular Interest) required to be paid to
the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date.
"Class A-3FL Certificate": A Certificate designated as "Class
A-3FL"
on the face thereof, in the form of Exhibit A-3 hereto, and
evidencing an
undivided beneficial in the portion of the Grantor Trust consisting
of the Class
A-3FL Regular Interest, the Floating Rate Account, the Swap
Contract and the
proceeds thereof.
"Class A-3FL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Swap Default
while the
Trustee (or the Paying Agent on its behalf) is pursuing remedies
under the Swap
Contract pursuant to Section 3.32 or (ii) following the termination
of the Swap
Contract, the conversion of distributions to the Class A-3FL
Certificates from
distributions based, in part, on interest payments from the Swap
Counterparty
under the Swap Contract to distributions based solely on
distributions in
respect of the Class A-3FL Regular Interest, as specified in
Section 4.01(k).
"Class A-3FL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the Swap Counterparty by
the Trust under
the Swap Contract.
"Class A-3FL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the Swap
Counterparty under the Swap Contract.
"Class A-3FL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-3FL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-3FL Certificates
for all
previous Distribution Dates.
"Class A-3FL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i) the Class A-3FL Fixed
Swap Payment,
over (ii) the Class A-3FL Floating Swap Payment.
"Class A-3FL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-3FL Distribution Conversion has not
occurred and is not
continuing, a per annum rate equal to LIBOR plus 0.16%, and with
respect to any
Distribution Date on which a Class A-3FL Distribution Conversion
has occurred
and is continuing, a per annum rate equal to the Class A-3FL
Regular Interest
Pass-Through Rate.
"Class A-3FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-3FL Regular Interest on
such
Distribution Date.
"Class A-3FL Regular Interest": The uncertificated interest
corresponding to the Class A-3FL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3FL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate distributions on the Class
A-3FL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-3FL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to the lesser of (i)
5.3920 and
(ii) the Weighted Average Net Mortgage Rate.
"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 rate per annum equal to the lesser of (i) 5.4750% 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 rate per annum equal to the lesser of (i) 5.5650% and (ii)
the Weighted
Average Net Mortgage Rate.
"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 rate per annum equal to the lesser of (i) 5.5250% and (ii)
the Weighted
Average Net Mortgage Rate.
"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 rate per annum equal to the lesser of (i) 5.4900% 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
minus 0.0730%.
"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
minus 0.0530%.
"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 rate per annum equal to the lesser of (i) 5.1550% 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 rate per annum equal to the lesser of (i) 5.1550% 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 rate per annum equal to the lesser of (i) 5.1550% 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-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-3FL-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-3FL-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-3FL-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-3FL-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-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 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-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 LC-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 LC-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-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 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 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-28 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 rate per annum equal to the lesser of (i) 5.1550% 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 rate per annum equal to the lesser of (i) 5.1550% 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 rate per annum equal to the lesser of (i) 5.1550% 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 rate per annum equal to the lesser of (i) 5.1550% 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-27 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, in the form of Exhibit A-26 hereto, 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.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the Class A-3FL Certificates)
or the Class
A-3FL Regular Interest, the excess, if any, of (a) the sum of (i)
the
Distributable Certificate Interest in respect of such Class of
Certificates or
the Class A-3FL Regular Interest, as applicable, for the
immediately preceding
Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall
payable to such Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, on such preceding Distribution Date over (b) the
aggregate amount in
respect of interest actually distributed to such Class of
Certificates or the
Class A-3FL Regular Interest, as applicable, on such immediately
preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect
to any Class
of Certificates and the Class A-3FL Regular Interest 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 XB, Component XC-1, Component XC-2 and
Component XC-3, 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-3FL-1, Component
XA-3FL-2,
Component XA-3FL-3, Component XA-3FL-4, Component XA-3B-1,
Component XA-3B-2,
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-SB-1, Component
XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC-1,
Component XC-2,
Component XC-3, Component XD-1, Component XD-2, Component XD-3,
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 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-3FL-1, Component XA-3FL-2,
Component
XA-3FL-3, Component XA-3FL-4, Component XA-3B-1, Component XA-3B-2,
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-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
XA-M,
Component XA-J, Component XB, Component XC-1, Component XC-2,
Component XC-3,
Component XD-1, Component XD-2, Component XD-3, 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 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-3FL-1,
Component
XA-3FL-2, Component XA-3FL-3, Component XA-3FL-4, Component
XA-3B-1,
Component XA-3B-2, 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-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-J, Component XB, Component XC-1, Component XC-2,
Component XC-3, Component XD-1, Component XD-2, Component XD-3,
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 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-3FL-1, Component XA-3FL-2, Component XA-3FL-3,
Component XA-3FL-4, Component XA-3B-1, Component XA-3B-2,
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-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component
XB,
Component XC-1, Component XC-2, Component XC-3, Component XD-1,
Component XD-2, Component XD-3, 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 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-3FL-1, Component XA-3FL-2, Component
XA-3FL-3,
Component XA-3FL-4, Component XA-3B-1, Component XA-3B-2,
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-SB-1,
Component
XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component
XB,
Component XC-1, Component XC-2, Component XC-3, Component XD-1,
Component XD-2, Component XD-3, 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 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-3FL-1,
Component
XA-3FL-2, Component XA-3FL-3, Component XA-3FL-4, Component
XA-3B-1,
Component XA-3B-2, 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-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-J, Component XB, Component XC-1, Component XC-2,
Component XC-3, Component XD-1, Component XD-2, Component XD-3,
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 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-3FL-1, Component XA-3FL-2, Component XA-3FL-3,
Component XA-3FL-4, Component XA-3B-2, 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-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC-1,
Component XC-2, Component XC-3, Component XD-1, Component XD-2,
Component XD-3, Component XE-1, Component XE-2, Component XF-1,
Component XF-2, Component XF-3, Component XG-1, Component XG-2
and
Component XH-2.
(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-3FL-2, Component XA-3FL-3, Component XA-3FL-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-SB-1, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB,
Component
XC-1, Component XC-2, Component XC-3, Component XD-1, Component
XD-2, Component XD-3, Component XE-1, Component XE-2, Component
XF-1, Component XF-2, Component XF-3 and Component XG-2.
(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-3FL-3, Component
XA-3FL-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-SB-1, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
XA-J, Component XB, Component XC-1, Component XC-2, Component
XC-3,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2 and Component XF-2, Component XF-3.
(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-3FL-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-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC-1,
Component XC-2, Component XC-3, Component XD-1, Component XD-2,
Component XD-3, Component XE-1, Component XE-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-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5, Component XA-4-6, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC-1, Component
XC-2,
Component XC-3, Component XD-1, Component XD-2, Component XD-3
and
Component XE-2.
(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-4-3,
Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC-1, Component
XC-2,
Component XC-3, Component XD-2 and Component XD-3.
(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-4-4, Component XA-4-5,
Component
XA-4-6, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC-1,
Component XC-2, Component XC-3 and Component XD-3.
(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-4-5, Component XA-4-6, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB,
Component
XC-2 and Component XC-3.
(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-4-6,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB and
Component
XC-3.
(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 XB, the lesser of (1) 0.043% 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 B Certificates, (B) with respect to
Component
XC-1, Component XC-2 and Component XC-3, the lesser of (1) 0.024%
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-4
Certificates, and (C) 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
30, 2006.
"Closing Date Deposit Amount": $ 1,364,697.96, representing the
aggregate amount of interest that would have accrued at the related
Mortgage
Rates during the Due Period ending in April 2006, for those
Mortgage Loans
originated in March 2006 that do not have their first Monthly
Payment due until
May 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Paying Agent,
the Master Servicers 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 applicable 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 Servicers.
"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
Servicers 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
Servicers 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 Servicers 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
Servicers 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 Servicers 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 Servicers,
the Special
Servicer, the Trustee and the Paying Agent. For the purposes of the
production
of the CMSA Comparative Financial Status Report by any 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, any 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 any Master Servicer, by the Special Servicer (if
other than
any Master Servicer or an Affiliate thereof) and (y) in the case of
such a
report produced by the Special Servicer, by any 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
Servicers.
"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
Servicers,
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 Servicers 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 applicable
Master Servicer
or the Special Servicer, as the case may be.
"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 applicable Master Servicer or the
Special Servicer,
as the case may be.
"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 applicable Master Servicer or the
Special Servicer,
as the case may be.
"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 applicable Master Servicer or the
Special
Servicer, as the case may be.
"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 applicable 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 each
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 "Midland Loan Services, Inc., as Companion Paying
Agent for
the Companion Holders of the Companion Loans, relating to the J.P.
Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-LDP6." 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 Master Servicer No. 1
and the
Companion Paying Agent are the same entity, the Companion
Distribution Account
may be the subaccount referenced in the second to the last
paragraph of Section
3.04(a).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The applicable 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": An amount as of any
Distribution
Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest
Shortfalls incurred in connection with voluntary principal
prepayments received
in respect of the Mortgage Loans serviced by the applicable Master
Servicer and
(ii) the aggregate of (A) that portion of the applicable Master
Servicer's
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 0.005% (0.5 basis points) per annum, and
(B) all
Prepayment Interest Excesses with respect to the applicable Master
Servicer
received in respect of the Mortgage Loans for the related
Distribution Date and
(C) to the extent earned on Principal Prepayments, Net Investment
Earnings
received by the applicable Master Servicer during such Due Period
with respect
to the Mortgage Loans and related Companion Loan related to such
Prepayment
Interest Shortfalls. However, if a Prepayment Interest Shortfall
occurs as a
result of the applicable 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 (with the consent of the Special Servicer),
(Y) pursuant
to applicable law or a court order, or (Z) at the request or with
the consent of
the Directing Certificateholder), 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
with respect
to the applicable Master Servicer for such Due Period on the
Mortgage Loan
subject to such prepayment, (2) all Prepayment Interest Excesses
with respect to
the applicable Master Servicer and (3) to the extent earned solely
on Principal
Prepayments, Net Investment Earnings received by the applicable
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-3FL-1, Component XA-3FL-2, Component XA-3FL-3, Component
XA-3FL-4, Component
XA-3B-1, Component XA-3B-2, 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-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component XB,
Component XC-1,
Component XC-2, Component XC-3, Component XD-1, Component XD-2,
Component XD-3,
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 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 66 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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-3FL-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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-3FL-1 Uncertificated Interest as of any date of
determination.
"Component XA-3FL-2": One of the 66 components of the Class X-1
Certificates and one of the 60 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-3FL-2 Uncertificated Interest as of any date of
determination.
"Component XA-3FL-3": One of the 66 components of the Class X-1
Certificates and one of the 60 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-3FL-3 Uncertificated Interest as of any date of
determination.
"Component XA-3FL-4": One of the 66 components of the Class X-1
Certificates and one of the 60 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-3FL-4 Uncertificated Interest as of any date of
determination.
"Component XA-3B-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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-4-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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-J": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 XB": One of the 66 components of the Class X-1
Certificates and one of the 60 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-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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-1 Uncertificated Interest as of any date of
determination.
"Component XC-2": One of the 66 components of the Class X-1
Certificates and one of the 60 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-2 Uncertificated Interest as of any date of
determination.
"Component XC-3": One of the 60 components of the Class X-1
Certificates and one of the 60 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-3 Uncertificated Interest as of any date of
determination.
"Component XD-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 XE-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 XJ-1": One of the 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 66 components of the Class X-1
Certificates and one of the 60 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 60 components of the Class X-1
Certificates then having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LM Uncertificated Interest
as of any
date of determination.
"Component XN": One of the 60 components of the Class X-1
Certificates then having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LN Uncertificated Interest
as of any
date of determination.
"Component XNR": One of the 60 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 60 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 principal corporate trust office
of
the Trustee at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located (i) with respect to
Certificate transfers
and surrenders, at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota
55479-0113 and (ii) for all other purposes, at 9062 Old Annapolis
Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
(CMBS), J.P.
Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP6
(telecopy
number (410) 715-2380).
"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 applicable 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 the Primary
Collateral of
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 and have their first
Due Date in
April 2006, March 1, 2006, or, with respect to those Mortgage Loans
that were
originated in March 2006 and have their first Due Date after March
2006, the
origination date.
"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 the case may be, as of the Cut-off Date, after
application of
all payments of principal due on or before such date, whether or
not received.
"Danville Manor Shopping Center AB Mortgage Loan": That certain
Mortgage Loan identified on the Mortgage Loan Schedule as loan
number 9.
"Danville Manor 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 Danville Manor
Shopping Center AB
Mortgage Loan.
"Danville Manor Shopping Center Intercreditor Agreement": That
certain Intercreditor Agreement among noteholders, dated as of
January 31, 2006,
between PNC Bank, as Note A Holder, and CBA Mezzanine Capital
Finance, LLC, as
Note B Holder. The Danville Manor Shopping Center Intercreditor
Agreement
relates to the Danville Manor Shopping Center AB Mortgage Loan.
"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 applicable 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
Servicers, 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 LNR Partners, Inc. Notwithstanding the foregoing, with
respect to
the CenterPoint II Whole Loan, any references to the Directing
Certificateholder
in this Agreement shall be deemed to be references to the holder of
the
CenterPoint II Mortgage Loan, which shall be entitled to take all
actions and
receive all notices in connection with the CenterPoint II Whole
Loan upon
consultation with the holder of the CenterPoint II A2 Note pursuant
to the
procedures set forth in the CenterPoint II Intercreditor Agreement.
In the event
that the Directing Certificateholder and the holder of the
CenterPoint II A2
Note disagree, the CenterPoint II Intercreditor Agreement provides
that the
Directing Certificateholder's decision will be binding upon the
holder of the
CenterPoint II A2 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 (other
than the Class
A-3FL Certificates) and the Class A-3FL Regular Interest, the
Accrued
Certificate Interest in respect of such Class of Regular
Certificates or the
Class A-3FL Regular Interest, as applicable, 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) or the Class A-3FL
Regular
Interest, as applicable, 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 or the Class
A-3FL Regular
Interest, as applicable, 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 A-3FL
Certificates and the
Class X Certificates) and the Class A-3FL Regular Interest for such
Distribution
Date, and (ii) any Certificate Deferred Interest for such
Distribution Date
allocated to such Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, pursuant to Section 4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account, the Floating Rate
Account and the
Excess Interest Distribution Account, all of which may be
subaccounts of a
single Eligible Account.
"Distribution Date": The 15th day of each month, or, if such
15th
day is not a Business Day, on the next succeeding Business Day,
beginning in
April 2006.
"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 (or the Due Date that would have been the Due Date if
the Mortgage
Loan had a Due Date in March or April 2006) for such Mortgage Loan
or Companion
Loan occurring in the month preceding the month in which such
Distribution Date
occurs 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 (or
the date that would have been the Due Date if the Mortgage Loan had
a Due Date
in April 2006). 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 Paying Agent and Trustee), (A)(x) 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 more than 30 days and (y) 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 30 days
or less,
(B)(x) 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 more
than 30 days and
(y) 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 30
days or less, (C) an account or accounts maintained with PNC Bank
so long as PNC
Bank's long term unsecured debt rating shall be at least "A" from
S&P and "A-1"
from Moody's (if the deposits are to be held in the account for
more than 30
days) or PNC Bank's short term deposit or short term unsecured debt
rating shall
be at least "A-1" from S&P or "P-1" from Moody's (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 II 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": A "Phase I assessment" as described
in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-05 or a review conducted in accordance with the All
Appropriate
Inquiries final rule issued by the United States Environmental
Protection Agency
on November 1, 2005 (40 C.F.R. Part 312), or any successor to
either.
"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 any 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 "Wells Fargo Bank, N.A., as Paying
Agent, in
trust for the registered Holders of J.P. Morgan Chase Commercial
Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series
2006-LDP6, 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.
"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.
"Eurohypo": Eurohypo AG, New York Branch, a German banking
corporation, or its successor in interest.
"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 applicable
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. The Directing Certificateholder shall have ten (10)
Business
Days to review and approve each such recovery determination by the
Special
Servicer; provided, however, that if the Directing
Certificateholder fails to
approve or disapprove any recovery determination within ten (10)
Business Days
of receipt of the initial recovery determination, such approval
shall be deemed
given.
"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 Servicers,
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.
"Floating Rate 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(b), which
shall be entitled "Wells Fargo Bank, N.A., as Paying Agent, in
trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass Through Certificates, Series 2006-LDP6
Class A-3FL
Certificates, Floating Rate Account," and which must be an Eligible
Account (or
a subaccount of an Eligible Account). The Floating Rate Account
shall not be an
asset of either the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"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 "Wells Fargo Bank,
N.A., as Paying
Agent, in trust for the registered Holders of J.P. Morgan Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2006-LDP6, Gain-on-Sale Reserve Account." Any such account shall be
an Eligible
Account or a subaccount of an Eligible Account.
"General Servicing Standard": As defined in Section 3.01(a).
"GMACCM": GMAC Commercial Mortgage Corporation.
"GMACCM Servicing Standard": As defined in Section 3.01(a).
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) 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 and (ii) the Class A-3FL
Regular
Interest, the Swap Contract, the Floating Rate Account and the
proceeds thereof,
beneficial ownership of which is represented by the Class A-3FL
Certificates.
"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.
"Group A Companion Distribution Account": With respect to the
Group
A Companion Loans, the separate account created and maintained by
the Group A
Companion Paying Agent pursuant to Section 3.04(b) and held on
behalf of the
related Companion Holders, which shall be entitled "Midland Loan
Services, Inc.,
as Companion Paying Agent for the holders of the Group A Companion
Loans of the
Companion Loans, relating to the J.P. Morgan Chase Commercial
Mortgage
Securities Corp., Commercial Mortgage Pass Through Certificates,
Series
2006-LDP6". The Group A Companion Distribution Account shall not be
an asset of
the Trust Fund, but instead shall be held by the holders of the
Group A
Companion Paying Agent on behalf of the Group A Companion Loans.
Any such
account shall be an Eligible Account and may be a subaccount of the
Certificate
Account.
"Group A Companion Loan": With respect to any Group A Mortgage
Loan,
the related Companion Loan(s).
"Group A Companion Paying Agent": Midland Loan Services, Inc.,
in
its role as a Companion Paying Agent appointed pursuant to Section
3.30.
"Group A Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group A, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"Group B Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group B, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"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.
"Independent": When used with respect to any accountants, a
Person
who is "independent" within the meaning of Rule 2-01(b) of the
Securities and
Exchange Commission's Regulation S-X. 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, each Master Servicer, the Special
Servicer, the
Directing Certificateholder, any Companion Holder, 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, any Master Servicer, the Special Servicer, the
Directing
Certificateholder or any Affiliate thereof and (iii) is not
connected with the
Trustee, the Paying Agent, the Depositor, any Master Servicer, the
Special
Servicer, the Directing Certificateholder 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, any
Master
Servicer, the Special Servicer, the Directing Certificateholder 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, any
Master Servicer, the Special Servicer, the Directing
Certificateholder or any
Affiliate thereof, as the case may be, provided such beneficial
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 applicable Master Servicer, any Companion Holder
or the Trust,
delivered to the Trustee, the Paying Agent, any Companion Holder
and the
applicable 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 any 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
Servicers and the
Special Servicer) upon receipt by the Trustee, the Paying Agent and
the
applicable Master Servicer of an Opinion of Counsel, which shall be
at no
expense to the Trustee, the Paying Agent, the Master Servicers 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 any 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 any AB Mortgage Loan,
to the extent
any portion of such proceeds are received by the Paying Agent in
connection with
such AB Mortgage Loan, 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 CenterPoint II
Intercreditor
Agreement, the Bigg's Place Intercreditor Agreement, the Village
Properties
Intercreditor Agreement, the Danville Intercreditor Agreement, the
3525 Decatur
Avenue Intercreditor Agreement, the Superior Townhomes
Intercreditor Agreement,
the Timberstone Commons Intercreditor Agreement, the Tullahoma
Shopping Center
Intercreditor Agreement and the Alabama Center Intercreditor
Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-3FL Certificates if the Class
A-3FL
Distribution Conversion is not in effect), the Class A-3FL Regular
Interest 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. With respect to the Class A-3FL Certificates and any
Distribution Date for
which the Class A-3FL Distribution Conversion is not in effect, the
Interest
Accrual Period will be the period from and including the
Distribution Date in
the month preceding the month in which the related Distribution
Date occurs (or
in the case of the first Distribution Date, the Closing Date) to,
but excluding
the related Distribution Date, calculated assuming that each month
has the
actual number of days in such Interest Accrual Period and each year
has 360
days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-3FL Certificates) and the
Class A-3FL
Regular Interest 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 or the Class A-3FL
Regular
Interest, as applicable, 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 "Wells Fargo Bank, N.A., as Paying
Agent, in trust
for the registered holders of J.P. Morgan Chase Commercial Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-LDP6, 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, each 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).
"IXIS": IXIS Real Estate Capital Inc., a New York corporation,
or
its successor in interest.
"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.
"LIBOR": With respect to the Class A-3FL Certificates and each
Interest Accrual Period for which the Class A-3FL Distribution
Conversion is not
in effect, the rate for deposits in U.S. Dollars, for a period
equal to one
month, which appears on the Dow Jones Market Service (formerly
Telerate) Page
3750 as of 11:00 a.m., London time, on the related LIBOR
Determination Date. If
such rate does not appear on Dow Jones Market Service Page 3750,
the rate for
that Interest Accrual Period shall be determined on the basis of
the rates at
which deposits in U.S. Dollars are offered by any four major
reference banks in
the London interbank market selected by the Paying Agent to provide
such bank's
offered quotation of such rates at approximately 11:00 a.m., London
time, on the
related LIBOR Determination Date to prime banks in the London
interbank market
for a period of one month, commencing on the first day of such
Interest Accrual
Period and in an amount that is representative for a single such
transaction in
the relevant market at the relevant time. The Paying Agent shall
request the
principal London office of any four major reference banks in the
London
interbank market selected by the Paying Agent to provide a
quotation of such
rates, as offered by each such bank. If at least two such
quotations are
provided, the rate for that Interest Accrual Period shall be the
arithmetic mean
of the quotations. If fewer than two quotations are provided as
requested, the
rate for that Interest Accrual Period shall be the arithmetic mean
of the rates
quoted by major banks in New York City selected by the Paying
Agent, at
approximately 11:00 a.m., New York City time, on the LIBOR
Determination Date
with respect to such Mortgage Loan Accrual Period for loans in U.S.
Dollars to
leading European banks for a period equal to one month, commencing
on the LIBOR
Determination Date with respect to such Interest Accrual Period and
in an amount
that is representative for a single such transaction in the
relevant market at
the relevant time. The Paying Agent shall determine LIBOR for each
Interest
Accrual Period and the determination of LIBOR by Paying Agent shall
be binding
absent manifest error.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England and New York, New York.
"LIBOR
Determination Date": (i) With respect to the initial Interest
Accrual Period, the date that is two LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is two LIBOR Business Days prior to the beginning of the
related Interest
Accrual Period.
"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 applicable 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; or (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. 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 applicable
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 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,"
(2) clause (iv)
of the definition of "Liquidation Proceeds" if such repurchase
occurs within the
time parameters (including any applicable extension period) set
forth in this
Agreement and in the related Mortgage Loan Purchase Agreement or
(3) clause (v)
and clause (vi) of the definition of "Liquidation Proceeds," as
long as, with
respect to a purchase pursuant to clause (vi)(B) of the definition
of the
Liquidation Proceeds, the repurchase occurs within the time period
provided in
the underlying intercreditor agreement, or (4) with respect to the
CenterPoint
II A2 Note, no such fee shall be payable in connection with a
purchase or
repurchase of a CenterPoint II A2 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 II
Whole Loan).
"Liquidation Fee Rate": A rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts received by or paid to any
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 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 Majority
Controlling Class
Certificateholder, the Special Servicer or any Master Servicer
pursuant to
Section 3.18(a) or (B) any other sale thereof pursuant to Section
3.18(c) or
Section 3.18(e); (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, any 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(a).
"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-3B, Class
A-4 and Class
A-SB Certificates and the Class A-3FL Regular Interest, exceeds (2)
the
aggregate amount distributed in respect of principal on the Class
A-1, Class
A-2, Class A-3B, Class A-4 and Class A-SB Certificates and the
Class A-3FL
Regular Interest 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) and
(ii) 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 II 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 "Wells
Fargo Bank, N.A., as Paying Agent, in trust for the registered
Holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2006-LDP6, 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 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-3FL-1, Class LA-3FL-2, Class LA-3FL-3, Class LA-3FL-4, Class
LA-3B-1, Class
LA-3B-2, 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-SB-1, Class LA-SB-2, Class LA-SB-3, Class
LA-SB-4, Class
LA-SB-5, Class LA-SB-6, Class LC-1, Class LC-2, Class LC-3, Class
LD-1, Class
LD-2, Class LD-3, 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 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 II
Mortgage 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.
"Master Servicer": With respect to (a) the Group A Mortgage
Loans
and any related Companion Loans and any related REO Properties, and
any matters
relating to the foregoing, Master Servicer No. 1, and (b) the Group
B Mortgage
Loans and any related Companion Loans and any related REO
Properties, and any
matters relating to the foregoing, Master Servicer No. 2.
"Master Servicer No. 1": Midland Loan Services, Inc., and its
successors in interest and assigns, or any successor Master
Servicer appointed
as allowed herein.
"Master Servicer No. 2": 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.
"MERS": Mortgage Electronic Registration System, Inc.
"Mezz Cap AB Mortgage Loan": The Bigg's Place AB Mortgage Loan,
the
Village Properties AB Mortgage Loan, the Danville Manor Shopping
Center AB
Mortgage Loan, the 3525 Decatur Avenue AB Mortgage Loan, the
Superior Townhomes
AB Mortgage Loan, the Timberstone Commons AB Mortgage Loan, the
Tullahoma
Shopping Center AB Mortgage Loan and the Alabama 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 Servicers 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 Wells Fargo
Bank,
N.A., as
trustee for the registered holders of J.P. Morgan Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP6" 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 "Wells Fargo
Bank,
N.A., as
trustee for the registered holders of J.P. Morgan Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP6" and, in the case of the CenterPoint
II
Whole Loan
or a Loan Pair, in its capacity as "lead lender" under the
related
Intercreditor Agreement on behalf of the related Companion
Holder,
or in
blank, provided that, if the related Mortgage has been recorded
in
the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or
its
designee,
no assignment of Mortgage in favor of the Trustee will be
required
to be prepared or delivered and instead, the applicable
Mortgage
Loan
Seller pursuant to the applicable Mortgage Loan Purchase
Agreement
shall take
all actions as are necessary to cause the Trustee to be shown
as, and
the Trustee shall take all actions necessary to confirm that it
is
shown as,
the owner of the related Mortgage on the records of MERS for
purposes
of the system of recording transfers of beneficial ownership of
mortgages
maintained by MERS;
(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 Assignment
of
Leases 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 "Wells Fargo
Bank,
N.A., as trustee for the registered holders of J.P. Morgan
Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP6" and, in the case of the CenterPoint
II
Whole Loan
or a Loan Pair, in its capacity as "lead lender" under the
related
Intercreditor Agreement on behalf of the related Companion
Holder,
or in
blank, provided that if the related Mortgage has been recorded
in
the name
of MERS or its designee, no assignment of Assignment of Leases
in
favor of
the Trustee will be required to be prepared or delivered and
instead,
the applicable Mortgage Loan Seller pursuant to the applicable
Mortgage
Loan Purchase Agreement shall take all actions as are necessary
to cause
the Trustee to be shown as, and the Trustee shall take all
actions
necessary to confirm that it is shown as, the owner of the
related
Assignment
of Leases on the records of MERS for purposes of the system of
recording
transfers of beneficial ownership of mortgages maintained by
MERS;
(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,
executed
by the applicable Mortgage Loan Seller to "Wells Fargo Bank,
N.A., as
trustee for the registered holders of J.P. Morgan Chase
Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP6" and, in the case of the CenterPoint
II
Whole Loan
or a Loan Pair, in its capacity as "lead lender" under the
related
Intercreditor Agreement on behalf of the related Companion
Holder;
provided,
if the related Security Agreement has been recorded in the name
of MERS or
its designee, no assignment of such Security Agreement in favor
of the
Trustee will be required to be prepared or delivered and
instead,
the
applicable Mortgage Loan Seller pursuant to the applicable
Mortgage
Loan
Purchase Agreement shall take all actions as are necessary to
cause
the
Trustee, on behalf of the Certificateholders, to be shown as (and
the
Trustee
shall take all necessary actions to confirm that it is shown
as)
the owner
of the related assignment of Security Agreement on the records
of MERS
for purposes of the system of recording transfers of beneficial
ownership
of security agreements maintained by MERS;
(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 actual 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 UCC Financing Statements to the Trustee, provided, if
the
related Mortgage Loan
has been recorded in the name of MERS or its
designee,
no UCC Financing Statement in favor of the Trustee will be
required
to be prepared or delivered and instead, the applicable
Mortgage
Loan
Seller pursuant to the applicable Mortgage Loan Purchase
Agreement
shall take
all actions as are necessary to cause the Trustee, on behalf of
the
Certificateholders, to be shown as, and the Trustee shall take
all
actions
necessary to confirm that it is shown as, the secured party on
the
related
UCC Financing Statements on the records of MERS for purposes of
the system
of recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(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 certified copy thereof and any
related
ground
lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan
and,
within sixty (60) 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"); and
(xxiv) 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;
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
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,
any 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 applicable 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.
"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 (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 (i) with respect to
each
Mortgage
Loan (other than Mortgage Loans on which only interest is due
prior to a
balloon payment), on the first Due Date following the Cut-off
Date on
which principal is due on such Mortgage Loan and (ii) with
respect
to
Mortgage Loans on which only interest is due prior to a balloon
payment,
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 principal/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) [reserved];
(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, or its successor
in
interest (2) Eurohypo, or its successors in interest, (3) NCCI, or
its successor
in interest, (4) IXIS, or its successors in interest and (5) PNC
Bank, or its
successors 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.
"NCCI": Nomura
Credit & Capital,
Inc., a Delaware
corporation,
or its successor in interest.
"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 applicable Master
Servicer in
its Certificate Account for such Distribution Date pursuant to
Section 3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to each 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 each 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
applicable 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 (unless the related Distribution Date is the
final
Distribution Date), will be the per annum rate stated in the
related Mortgage
Note less the related Administrative Cost Rate, and (B) preceding
the Due Date
in March (or February if the final Distribution Date occurs in that
month) will
be determined inclusive of the one day of interest retained for the
immediately
preceding February or January, if applicable). 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 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 (other than through a corporation
that is a U.S.
Person) 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 applicable 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
applicable Master
Servicer or the Trustee (and with respect to the CenterPoint II
Mortgage Loan,
to any Other Servicer) notice of such determination. Any such
determination
shall be conclusive and binding on the applicable Master Servicer
and the
Trustee, provided, however, the Special Servicer shall have no such
option to
make an affirmative determination that any P&I Advance is or
would be
recoverable. In making such recoverability determination, the
applicable Master
Servicer, Special Servicer or Trustee, as applicable, will be
entitled (a) to
consider (among other things) (i) the obligations of the Mortgagor
under the
terms of the related Mortgage Loan as it may have been modified and
(ii) 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 applicable Master Servicer
and the
Special Servicer or 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, (b) to estimate and consider (among
other things)
future expenses (consistent with the Servicing Standards in the
case of the
applicable Master Servicer and the Special Servicer or in its good
faith
business judgment in the case of the Trustee) among other things
and the timing
of recoveries and (c) to give due regard to the existence of any
Nonrecoverable
Advances 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
related recoveries on or in respect of such Mortgage Loan are a
source of
recovery not only for the Advance under consideration but also a
potential
source of recovery for such delayed or deferred Advance. 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 applicable 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
Standards in the case of the applicable 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
applicable 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 applicable Master
Servicer or the
Special Servicer or the Trustee, as applicable, that the applicable
Master
Servicer or the Trustee, as the case may be, 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 applicable Master Servicer to
the other and
to the Trustee, the Paying Agent, the Directing Certificateholder
(and in the
case of the CenterPoint II Mortgage Loan, any Other Servicer), the
Depositor, or
by the Trustee to the Depositor, the applicable Master Servicer,
the Special
Servicer, the Paying Agent and the Directing Certificateholder (and
in the case
of the CenterPoint II Mortgage Loan, any Other Servicer). The
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the applicable 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 applicable 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 applicable Master Servicer's
or Special
Servicer's determination that a P&I Advance is or would be
nonrecoverable, and
the applicable 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 or REO
Property which,
in the reasonable judgment of the applicable 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
applicable 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 applicable
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 applicable 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 applicable 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
applicable
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 the
applicable Master Servicer to the other and to the Trustee, the
Paying Agent,
the Directing Certificateholder and in the case of the CenterPoint
II Mortgage
Loan, any Other Servicer, and the Depositor, or by the Trustee to
the Depositor,
the applicable Master Servicer, the Special Servicer, the Paying
Agent and the
Directing Certificateholder and in the case of the CenterPoint II
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 applicable Master Servicer and the
Trustee
notice of such determination. Any such determination shall be
conclusive and
binding on the applicable Master Servicer, the Special Servicer and
the Trustee,
provided, however, the Special Servicer shall have no such option
to make an
affirmative determination that any Servicing Advance is or would be
recoverable.
The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the applicable 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 applicable Master Servicer's or Special
Servicer's,
as the case may be, determination that a Servicing Advance is or
would be
nonrecoverable, and the applicable 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.
"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-3FL,
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 applicable Master Servicer or the Special 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 applicable
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 applicable 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
applicable
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)
and the Class A-3FL Regular Interest, 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 or other agreement that creates a trust fund whose assets
include the
CenterPoint II A2 Note.
"Other Servicer": Any servicer under an Other Pooling and
Servicing
Agreement or other agreement related thereto.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the applicable 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-3FL Pass-Through Rate, the
Class A-3FL
Regular Interest 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": Wells Fargo Bank, N.A., a national banking
association, 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.
"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 applicable 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 Class of Certificate (or, insofar as there is
then
outstanding any class of CenterPoint II Companion Loan
Securities
that is then rated by such Rating Agency, such class of
securities)
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 lower 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
II
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 II 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
II
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 II 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 not have an "r" highlighter affixed to its rating from
S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change and (c) 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 applicable 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 or, insofar as a
CenterPoint II
A2 Note is then included in a commercial mortgage securitization
trust with
respect to the whole or any portion of which a REMIC election has
been or will
be made and the relevant account may potentially hold funds related
to such
CenterPoint II A2 Note, such whole or portion as a REMIC under the
Code or
result in imposition of a tax on the Upper-Tier REMIC or the
Lower-Tier REMIC
or, if applicable, such whole or portion. 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.
"Plan": As defined in Section 5.02(c).
"PNC Bank": PNC Bank, National Association.
"PNC Mortgage Loans": The Mortgage Loans sold to the Depositor
by
PNC Bank.
"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
applicable
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 and the Class A-3FL
Regular Interest,
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 (other than the Class A-3FL Certificates),
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 and the
Class A-3FL Regular Interest 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 Swap Counterparty, 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 March 15, 2006, as
supplemented
by the Prospectus Supplement dated March 24, 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
applicable
Master Servicer pursuant to Section 3.18(b), by the applicable
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 Default and 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 6 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
applicable
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 relating to the enforcement of such
repurchase
obligations; plus
(v) Liquidation Fees, if any, 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 (x) an
insurance financial strength rating of at least "A3" by Moody's and
(y) a
minimum claims paying ability rating of at least "A-" by S&P
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 an insurance financial
strength rating
(in the case of ratings by Moody's) or a claims paying ability (in
the case of
ratings by S&P) (or the obligations which are guaranteed or
backed by a company
having such insurance financial strength or claims paying ability,
as
applicable) rated no lower than two ratings below the rating
assigned to the
then highest rated outstanding Certificate, but in no event lower
than "A3" by
Moody's and "A-" by S&P (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
II 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, whether or not received, 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
Servicing 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 to
those of the
deleted Mortgage Loan; (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 (ii)
through (xviii)
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 (other than the
Class A-3FL
Certificates) or the Class A-3FL Regular Interest 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,
April 15, 2043.
"Rating Agency": Each of Moody's and S&P or their successors
in
interest, and, if applicable, any rating agency rating the
CenterPoint II
Companion Loan Securities. If neither such rating agency nor any
successor
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
Servicers, 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.
"Rating
Agency Trigger Event": The reduction of the Swap
Counterparty's long-term ratings below "A3" or "A-" by Moody's or
S&P,
respectively.
"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 AB Servicing Officer": Any officer or employee of
the
applicable Master Servicer or the Special Servicer, as applicable,
involved in,
or responsible for, the administration and servicing of the
Mortgage Loans or
Companion Loans, or this Agreement and also, with respect to a
particular
matter, any other officer to whom such matter is referred because
of such
officer's or employee's knowledge of and familiarity with the
particular
subject, and, in the case of any certification required to be
signed by a
Servicing Officer, such an officer or employee whose name and
specimen signature
appears on a list of servicing officers furnished to the Trustee by
such Master
Servicer or the Special Servicer, as applicable, as such list may
from time to
time be amended.
"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 or the Class A-3FL Regular
Interest, as
applicable, 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 or the Class A-3FL Regular
Interest, as
applicable, 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 or the Class A-3FL Regular Interest,
as
applicable, set forth below:
<TABLE>
<CAPTION>
Related Uncertificated
Related Components of Class X
Related Certificate
Lower-Tier Interest
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
