EXHIBIT 4.1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
Master Servicer No. 1
NCB, FSB,
Master Servicer No. 2
LNR PARTNERS, INC.,
Special Servicer No. 1
NATIONAL CONSUMER COOPERATIVE BANK,
Special Servicer No. 2
WELLS FARGO BANK, N.A.,
Trustee
LASALLE BANK NATIONAL ASSOCIATION
Certificate Administrator and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
$4,273,091,953
Commercial
Mortgage Pass-Through Certificates
Series 2006-C4
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02 Certain
Calculations.........................................
Section 1.03 General
Interpretive Principles..............................
Section 1.04 Certain
Matters with Respect to the 828-850 Madison
Avenue Total Loan, the 500 Sansome Office Total
Loan and the 3434 North Washington Boulevard Total
Loan........................................................
Section 1.05 Certain
Matters with respect to the 280 Park Avenue
Total Loan..................................................
Section 1.06 Certain
Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts.......................................
ARTICLE II
CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Loans..........................................
Section 2.02
Acceptance by Trustee........................................
Section 2.03
Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Loans by
the Responsible Parties for Defects in Mortgage
Files, Breaches of Representations and Warranties
and Other Matters...........................................
Section 2.04 Issuance
of Uncertificated Lower-Tier Interests;
Execution of Certificates...................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 General
Servicing Matters....................................
Section 3.02
Collection of Loan Payments..................................
Section 3.03
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts..........................................
Section 3.04 The
Collection Accounts, Distribution Account and
Grantor Trust Distribution Account..........................
Section 3.05 Permitted
Withdrawals from the Collection Accounts
and the Distribution Account................................
Section 3.06
Investment of Funds in the Collection Accounts,
Junior Loan Custodial Accounts, Servicing
Accounts, Companion Loan Custodial Accounts,
Servicing Accounts Cash Collateral Accounts,
Lock-Box Accounts, REO Accounts, Distribution
Account, Interest Reserve Account, Floating Rate
Account and Excess Liquidation Proceeds Account.............
Section 3.07
Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.............................
Section 3.08
Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance
Provisions; Other Provisions................................
Section 3.09
Realization Upon Defaulted Loans.............................
Section 3.10 Trustee
to Cooperate; Release of Mortgage Files..............
Section 3.11 Servicing
Compensation.......................................
Section 3.12 Reports
to the Certificate Administrator;
Collection Account
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 Loans and REO Properties...................
Section 3.19
Additional Obligations of the applicable Master
Servicer and Special Servicer; Inspections;
Appraisals..................................................
Section 3.20
Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer
of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status
Report......................................................
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 Servicers...........................................
Section 3.25
Limitation on Liability of the Directing
Certificateholder...........................................
Section 3.26
[Reserved]...................................................
Section 3.27 Lock-Box
Accounts and Servicing Accounts.....................
Section 3.28 Interest
Reserve Account.....................................
Section 3.29
Limitations on and Authorizations of the Master
Servicers and Special Servicers with Respect to
Certain Loans...............................................
Section 3.30 REMIC and
Grantor Trust Administration.......................
Section 3.31 Master
Servicer and Special Servicer May Own
Certificates................................................
Section 3.32 Certain
Matters with Respect to the Loan
Combinations................................................
Section 3.33 Swap
Agreement...............................................
Section 3.34
Additional Matters with Respect to the Ritz Carlton
Mortgage Loan...............................................
Section 3.35
Litigation Control...........................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................
Section 4.02
Statements to Certificateholders; Reports by
Trustee; Other Information Available to the
Holders and Others..........................................
Section 4.03 P&I
Advances.................................................
Section 4.04
Allocation of Collateral Support Deficit.....................
Section 4.05
Allocations of Uncovered Prepayment Interest
Shortfall Amounts...........................................
Section 4.06 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
Certification by Certificateholders and Certificate
Owners......................................................
Section 5.07
Appointment of Paying Agent..................................
ARTICLE VI
THE
DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS
Section 6.01 Liability
of the Depositor, the Master Servicers
and the Special Servicers...................................
Section 6.02 Merger,
Consolidation or Conversion of the
Depositor, the Master Servicers or the Special
Servicers...................................................
Section 6.03
Limitation on Liability of the Trustee, the
Certificate Administrator, the Depositor, the
Master Servicers, the Special Servicers and Others..........
Section 6.04 Master
Servicers and Special Servicers Not to Resign.........
Section 6.05 Rights of
the Depositor in Respect of the Master
Servicers and the Special Servicers.........................
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
Advances.............................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
Section 8.01 Duties of
Trustee and Certificate Administrator..............
Section 8.02 Certain
Matters Affecting the Trustee and the
Certificate Administrator...................................
Section 8.03 Trustee
and Certificate Administrator Not Liable
for Validity or Sufficiency of Certificates or
Loans.......................................................
Section 8.04 Trustee
and Certificate Administrator May Own
Certificates................................................
Section 8.05 Fees and
Expenses of Trustee and Certificate
Administrator; Reimbursements and Other Payments
to Trustee..................................................
Section 8.06
Eligibility Requirements for Trustee and the
Certificate Administrator...................................
Section 8.07
Resignation and Removal of the Trustee or
Certificate Administrator...................................
Section 8.08 Successor
Trustee or Certificate Administrator...............
Section 8.09 Merger or
Consolidation of Trustee or Certificate
Administrator...............................................
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, Warranties and Covenants of the
Trustee.....................................................
Section 8.14
Representations, Warranties and Covenants of the
Certificate Administrator...................................
ARTICLE IX
TERMINATION
Section 9.01
Termination Upon Repurchase or Liquidation of All
Loans.......................................................
Section 9.02
Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment....................................................
Section 10.02 Recordation of Agreement;
Counterparts.......................
Section 10.03 Limitation on Rights of
Certificateholders...................
Section 10.04 Governing
Law................................................
Section 10.05
Notices......................................................
Section 10.06 Severability of
Provisions...................................
Section 10.07 Grant of a Security
Interest.................................
Section 10.08 Successors and Assigns;
Beneficiaries........................
Section 10.09 Article and Section
Headings.................................
Section 10.10 Notices to Rating
Agencies...................................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness........................
Section 11.02
Reserved.....................................................
Section 11.03 Information to be Provided by each Master
Servicer,
the Special Servicers, the Trustee, the
Certificate Administrator and each Servicing
Function Participant........................................
Section 11.04
Reserved.....................................................
Section 11.05 Filing
Obligations...........................................
Section 11.06 Form 10-D
Filings............................................
Section 11.07 Form 10-K
Filings............................................
Section 11.08 Sarbanes-Oxley
Certification.................................
Section 11.09 Form 8-K
Filings.............................................
Section 11.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports..........................
Section 11.11 Annual Compliance
Statements.................................
Section 11.12 Annual Reports on Assessment of Compliance with
Servicing Criteria..........................................
Section 11.13 Annual Independent Public Accountants'
Attestation...........
Section 11.14 Exchange Act Reporting
Indemnification.......................
Section 11.15
Amendments...................................................
Section 11.16 Exchange Act Report Signatures; Delivery of
Notices; Interpretation of Grace Periods....................
Section 11.17 Termination of the Certificate
Administrator.................
Section 11.18 Certain Matters Relating to the Future
Securitization of the Companion Loan........................
EXHIBITS
A-1 Form of
Class A-1, Class A-1-A, Class A-2, Class A-AB, Class
A-3, Class A-M and Class A-J Certificates
A-1A
Form of Class A-4FL Certificate
A-2 Form of
Class A-X, Class A-SP and Class A-Y Certificates
A-3 Form of
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 O,
Class P, Class Q and Class S Certificates
A-4 Form of
Class V Certificates
A-5 Form of
Class R Certificates
B
Mortgage Loan Schedule
C-1 List of
Additional Collateral Loans
C-2 List of
Mezzanine Loans
D
Form of [Master] [Special] Servicer Request for Release
E
Form of Certificate Administrator Report
F-1A
Form I of Transferor Certificate for Transfers of
Non-Registered Certificates
F-1B
Form II of Transferor Certificate for Transfers of
Non-Registered Certificates
F-1C
Form I of Transferor Certificate for Transfers of Interests in
Global Certificates for Classes of Non-Registered Certificates
F-1D
Form II of Transferor Certificate for Transfers of Interests
in Global Certificates for Classes of Non-Registered
Certificates
F-2A
Form I of Transferee Certificate for Transfers of
Non-Registered Certificates Held in Physical Form
F-2B
Form II of Transferee Certificate for Transfers of
Non-Registered Certificates Held in Physical Form
F-2C
Form I of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
F-2D
Form II of Transferee Certificate for Transfers of Interests
in Non-Registered Certificates Held in Book-Entry Form
G-1 Form of
Transferee Certificate in Connection with ERISA
(Non-Registered Certificates and Non-Investment Grade
Certificates Held in Fully Registered, Certificated Form)
G-2 Form of
Transferee Certificate in Connection with ERISA
(Non-Registered Certificates Held in Book-Entry Form)
H-1 Form of
Residual Transfer Affidavit for Transfers of Class R
Certificates
H-2 Form of
Transferor Certificate for Transfers of Class R
Certificates
I
Form of Acknowledgement of Proposed Special Servicer
J
Form of Lost Note Affidavit
K
List of Sub-Servicers
L
Form of Sarbanes-Oxley Certification
M
List of Broker Strip Loans
N
Schedule Of Reference Rates
O
Form of Custodial Certification
P
Form of Notice Regarding Defeasance of Mortgage Loan
Q
Form of Subordination Agreement of Co-op Loans
R
Reserved
S-1 Form of
Information Request from Certificateholder or
Certificate Owner
S-2
Form of Information
Request from Prospective Investor
T
Class A-AB Targeted Principal Balance Table
U
Relevant Servicing Criteria
V
Additional Form 10-D Disclosure
W
Additional Form 10-K Disclosure
X
Form 8-K Disclosure
Y
Additional Notification Disclosure
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), is dated
as
of September 1, 2006, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES
CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC, as
Master
Servicer No. 1, NCB, FSB, as Master Servicer No. 2, LNR PARTNERS,
INC., as
Special Servicer No. 1, NATIONAL CONSUMER COOPERATIVE BANK, as
Special Servicer
No. 2, and WELLS FARGO BANK, N.A., as Trustee, and LASALLE BANK
NATIONAL
ASSOCIATION, as Certificate Administrator and Paying Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued under
this
Agreement 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
multifamily and commercial mortgage loans listed on Exhibit B
hereto. As
provided herein, the Certificate Administrator shall elect or shall
cause an
election to be made that each of the Upper-Tier REMIC, the
Lower-Tier REMIC and
the 828-850 Madison Avenue Loan REMIC (each as defined herein) be
treated for
federal income tax purposes as a "real estate mortgage investment
conduit" (a
"REMIC"). The Excess Interest, the Grantor Trust Distribution
Account, the
828-850 Madison Avenue Loan REMIC Residual Interest, the Class
A-4FL Regular
Interest, the Swap Agreement and the Floating Rate Account (each as
defined
herein) and the Broker Strip Interest (each as defined herein)
shall not be
assets of any REMIC but shall be treated as assets of a grantor
trust under
subpart E, Part I of subchapter J of the Code (the "Grantor
Trust"). The Class V
Certificates will represent undivided beneficial interests in the
portion of the
Grantor Trust consisting of the Excess Interest and the related
proceeds thereof
in the Grantor Trust Distribution Account, each Broker Strip Payee
shall be
treated as owning an undivided beneficial interest in the portion
of the Grantor
Trust consisting of the related Broker Strip Interest and the
related proceeds
thereof in the Grantor Trust Distribution Account, the Class R
Certificates will
represent undivided beneficial interests in the portion of the
Trust Fund
consisting of the 828-850 Madison Avenue Loan REMIC Residual
Interest and the
related proceeds thereof in the Grantor Trust Distribution Account,
and the
Class A-4FL Certificates will represent undivided beneficial
interests in the
Class A-4FL Regular Interest, the Swap Agreement, the Floating Rate
Account and
the related proceeds thereof in the Grantor Trust Distribution
Account.
Additionally, the Trust shall not include any Junior Loan, any
interest of any
Junior Loan Holder or any Junior Loan Custodial Account or any
Companion Loan,
any interest of any Companion Loan Holder or any Companion Loan
Custodial
Account.
UPPER-TIER REMIC
As provided herein, the Certificate Administrator shall elect
or
cause an election to be made to treat the segregated pool of assets
consisting
of the Uncertificated Lower-Tier Interests and the proceeds thereof
as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as the "Upper-Tier REMIC." The Class A-1, Class A-2,
Class A-AB,
Class A-3, Class A-1-A, Class A-X, Class A-SP, Class A-Y, 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 O, Class P, Class Q and Class S
Certificates
and the Class A-4FL Regular Interest will evidence "regular
interests" in the
Upper-Tier REMIC created hereunder. The sole class of "residual
interests" in
the Upper-Tier REMIC will be evidenced by the Class R
Certificates.
The following table sets forth the designation, the initial
Pass-Through Rate (as defined herein), and the aggregate initial
principal
amount (the "Original Class Principal Balance") or notional balance
("Original
Class Notional Amount"), as applicable, for each Class of
Certificates
comprising the "regular interests" in the Upper-Tier REMIC:
<TABLE>
<CAPTION>
Original Class Principal Balance
(or, in the case of the
Class A-X, Class A-SP or Class A-Y
Initial
Certificates, Original Class
Class Designation
Pass-Through Rate(1)
Notional Amount)
---------------------------- ------------------------
----------------------------------
<S>
<C>
<C>
Class A-1
4.7710%(2)
$
68,884,000
Class A-2
5.3610%(2)
$
92,000,000
Class A-AB
5.4390%(2)
$
156,000,000
Class A-3
5.4670%(2)
$ 1,812,000,000
Class A-4FL Regular Interest
5.4680%(3)
$
150,000,000
Class A-1-A
5.4600%(2)
$
712,280,000
Class A-X
0.0593%(4)
$ 4,273,091,953(5)
Class A-SP
0.5914%(6)
$ 4,039,124,000(5)
Class A-Y
0.1000%(7)
$
119,355,536(5)
Class A-M
5.5090%(2)
$
427,309,000
Class A-J
5.5380%(8)
$
341,847,000
Class B
5.5680%(9)
$
26,707,000
Class C
5.5220%(10)
$
64,097,000
Class D
5.6170%(11)
$
37,389,000
Class E
5.6470%(12)
$
21,366,000
Class F
5.6670%(13)
$
48,072,000
Class G
5.7260%(14)
$
42,731,000
Class H
5.9130%(15)
$
48,072,000
Class J
6.0120%(16)
$
48,072,000
Class K
6.0980%(17)
$
53,414,000
Class L
5.1480%(18)
$
10,683,000
Class M
5.1480%(18)
$
16,024,000
Class N
5.1480%(18)
$
16,024,000
Class O
5.1480%(18)
$
5,341,000
Class P
5.1480%(18)
$
10,683,000
Class Q
5.1480%(18)
$
10,683,000
Class S
5.1480%(18)
$
53,413,953
</TABLE>
------------
(1) Expressed as a
rate per annum. Approximate in the case of the Class A-X and
Class A-SP Certificates.
(2) Fixed Pass-Through
Rate.
(3) See definition of
"Class A-4FL Regular Interest Pass-Through Rate" herein.
(4) Variable
Pass-Through Rate. See definition of "Class A-X Pass-Through
Rate"
herein.
(5) Original Class
Notional Amount. The Class A-X, Class A-SP and Class A-Y
Certificates will not have principal amounts and will not entitle
Holders
to
distributions of principal.
(6) Variable
Pass-Through Rate. See definition of "Class A-SP Pass-Through
Rate" herein
(7) Variable
Pass-Through Rate. See definition of "Class A-Y Pass-Through
Rate"
herein.
(8) Variable
Pass-Through Rate. See definition of "Class A-J Pass-Through
Rate"
herein.
(9) Variable
Pass-Through Rate. See definition of "Class B Pass-Through
Rate"
herein.
(10) Variable Pass-Through Rate. See definition of "Class C
Pass-Through Rate"
herein.
(11) Variable Pass-Through Rate. See definition of "Class D
Pass-Through Rate"
herein.
(12) Variable Pass-Through Rate. See definition of "Class E
Pass-Through Rate"
herein.
(13) Variable Pass-Through Rate. See definition of "Class F
Pass-Through Rate"
herein.
(14) Variable Pass-Through Rate. See definition of "Class G
Pass-Through Rate"
herein.
(15) Variable Pass-Through Rate. See definition of "Class H
Pass-Through Rate"
herein.
(16) Variable Pass-Through Rate. See definition of "Class J
Pass-Through Rate"
herein.
(17) Variable Pass-Through Rate. See definition of "Class K
Pass-Through Rate"
herein.
(18) The lesser of 5.1480% and the Weighted Average Net Mortgage
Rate.
The Class R Certificates will not have a principal amount or
notional balance
and will not bear interest.
LOWER-TIER REMIC
As provided herein, the Certificate Administrator shall elect
or
cause an election to be made to treat the segregated pool of assets
consisting
of the Loans (exclusive of the Broker Strip Interest and Excess
Interest
thereon, the 828-850 Madison Avenue Loan and the 828-850 Madison
Avenue Loan
REMIC Residual Interest), the 828-850 Madison Avenue Loan REMIC
Regular Interest
and certain other related assets subject to this Agreement as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as the "Lower-Tier REMIC." The Class LA-1-1, Class
LA-1-2, Class
LA-2-1, Class LA-2-2, Class LA-AB-1, Class LA-AB-2, Class LA-3-1,
Class LA-3-2,
Class LA-3-3, Class LA-3-4, Class LA-3-5, Class LA-4FL, Class
LA-1-A-1, Class
LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class
LA-1-A-6, Class
LA-1-A-7, Class LA-1-A-8, Class LA-M, Class LA-J, Class LA-Y, Class
LB, Class
LC-1, Class LC-2, Class LD-1, Class LD-2, Class LE, Class LF-1,
Class LF-2,
Class LG, Class LH-1, Class LH-2, Class LJ, Class LK, Class LL,
Class LM, Class
LN, Class LO, Class LP, Class LQ and Class LS Lower-Tier Interests
will
constitute "regular interests" in the Lower-Tier REMIC (the
"Uncertificated
Lower-Tier Interests") created hereunder. The sole class of
"residual interests"
in the Lower-Tier REMIC will be evidenced by the Class R
Certificates.
The following table sets forth, for each Class of Sequential
Pay
Certificates and the Class A-Y Certificates (the "Corresponding
Certificates"),
the corresponding Uncertificated Lower-Tier REMIC Interest or
Interests (the
"Corresponding Uncertificated Lower-Tier Interests"), the
corresponding
Component or Components of the Class A-X and Class A-SP
Certificates (the
"Corresponding Components") and the Original Lower-Tier REMIC
Principal Amount
or Original Lower-Tier Notional Balance for each Class of
Uncertificated
Lower-Tier Interests.
Original Lower
Tier REMIC
Corresponding Principal Amount
Corresponding
Uncertificated
or Original
Components of
Corresponding
Lower-Tier
Lower-Tier Class A-X
and A-SP
Certificates
Interests(1)(2) Notional Balance
Certificates(1)
-------------------- ------------------ --------------------
-------------------
Class A-1
LA-1-1
$
7,861,000
A-1-1
LA-1-2
$ 61,023,000
A-1-2
Class A-2
LA-2-1
$ 75,372,000
A-2-1
LA-2-2
$ 16,628,000
A-2-2
Class A-AB
LA-AB-1
$ 126,863,000
A-AB-1
LA-AB-2
$ 29,137,000
A-AB-2
Class A-3
LA-3-1
$ 109,305,000
A-3-1
LA-3-2
$ 206,998,000
A-3-2
LA-3-3
$ 129,272,000
A-3-3
LA-3-4
$ 144,363,000
A-3-4
LA-3-5
$1,222,062,000
A-3-5
Class
A-4FL
LA-4FL
$ 150,000,000
A-4FL
Class
A-1-A
LA-1-A-1
$
1,769,000
A-1-A-1
LA-1-A-2
$ 28,118,000
A-1-A-2
LA-1-A-3
$ 29,148,000
A-1-A-3
LA-1-A-4
$ 28,141,000
A-1-A-4
LA-1-A-5
$ 62,827,000
A-1-A-5
LA-1-A-6
$ 24,883,000
A-1-A-6
LA-1-A-7
$ 23,744,000
A-1-A-7
LA-1-A-8
$ 513,650,000
A-1-A-8
Class A-M
LA-M
$
427,309,000
A-M
Class A-J
LA-J
$ 341,847,000
A-J
Class B
LB
$ 26,707,000
B
Class C
LC-1
$ 29,313,000
C-1
LC-2
$ 34,784,000
C-2
Class D
LD-1
$
4,356,000
D-1
LD-2
$ 33,033,000
D-2
Class E
LE
$
21,366,000
E-
Class F
LF-1
$
4,898,000
F-1
LF-2
$ 43,174,000
F-2
Class G
LG
$ 42,731,000
G
Class H
LH-1
$ 21,677,000
H-1
LH-2
$ 26,395,000
H-2
Class J
LJ
$ 48,072,000
J
Class K
LK
$ 53,414,000
K
Class L
LL
$ 10,683,000
L
Class M
LM
$ 16,024,000
M
Class N
LN
$ 16,024,000
N
Class O
LO
$
5,341,000
O
Class P
LP
$ 10,683,000
P
Class Q
LQ
$ 10,683,000
Q
Class S
LS
$ 53,413,953
S
Class A-Y
LA-Y
$ 119,355,536
N/A
------------
(1) The
Uncertificated Lower-Tier Interests and the Components of the
Class
A-X and
Class A-SP Certificates that correspond to any particular Class
of
Sequential
Pay Certificates (the "Corresponding Class of Sequential Pay
Certificates") also correspond to each other and, accordingly,
constitute
the
"Corresponding Uncertificated Lower-Tier Interests" and the
"Corresponding Components," respectively, with respect to each
other.
(2) The interest
rate of each of the indicated Classes of Uncertificated
Lower-Tier
Interests other than the Class LA-Y Lower-Tier Interest is the
Weighted
Average Net Mortgage Rate; with respect to the Class LA-Y
Lower-Tier
Interest is the Class A-Y Pass-Through Rate.
The Class R Certificates will not have principal amounts or
notional
balances and will not bear interest.
828-850 MADISON AVENUE LOAN REMIC
As provided herein, the 828-850 Madison Avenue Loan will be
treated
as a separate REMIC for federal income tax purposes pursuant to the
REMIC
declaration dated as of September 7, 2006 (the "REMIC
Declaration"), and such
REMIC will be designated the "828-850 Madison Avenue Loan REMIC".
The 828-850
Madison Avenue Loan REMIC Regular Interest (as defined herein) will
evidence the
"regular interest" in the 828-850 Madison Avenue Loan REMIC and
will be held as
an asset of the Lower-Tier REMIC. The sole class of "residual
interests" in the
828-850 Madison Avenue Loan REMIC created under the REMIC
Declaration will be
the 828-850 Madison Avenue Loan REMIC Residual Interest and will be
held in the
Grantor Trust and will be beneficially owned by the Class R
Certificates.
The parties intend that the portion of the Trust Fund consisting
of
(i) Excess Interest and the Grantor Trust Distribution Account,
(ii) the 828-850
Madison Avenue Loan REMIC Residual Interest, (iii) the Broker Strip
Interests
and related amounts in the Collection Account and (iv) the Class
A-4FL Regular
Interest, the Swap Agreement and the Floating Rate Account shall
constitute, and
that the affairs of such portion of the Trust Fund shall be
conducted so as to
qualify such portion as, a "grantor trust" under subpart E, Part I
of subchapter
J of the Code.
As of the close of business on the Cut-off Date (as defined
herein),
the 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
$4,273,091,953.
The 280 Park Avenue Total Loan consists of the 280 Park Avenue
Loan
and the 280 Park Avenue Companion Loan. The 280 Park Avenue Loan
and the 280
Park Avenue Companion Loan are pari passu with each other. The 280
Park Avenue
Loan is part of the Trust Fund. The 280 Park Avenue Companion Loan
is not part
of the Trust Fund. The 280 Park Avenue Loan and the 280 Park Avenue
Companion
Loan will be serviced and administered in accordance with this
Agreement and the
280 Park Avenue Intercreditor Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicers, the
Certificate
Administrator and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in this
Article.
"30/360 Basis": The accrual of interest based on a 360-day year
consisting of twelve 30-day months.
"30/360 Mortgage Loan": A Mortgage Loan that accrues interest on
a
30/360 Basis or the Fed Ex Central Distribution Center Loan during
the related
Fixed Interest Period.
"280 Park Avenue Control Group": The holders of more than 50% of
the
outstanding principal balance of the 280 Park Avenue Total Loan
(provided, that
the mortgage loans constituting the 280 Park Avenue Total Loan are
deemed to
remain outstanding even if the related Mortgaged Property becomes
an REO
Property), designated, for purposes of objecting to 280 Park Avenue
Specially
Designated Servicing Actions proposed by the Special Servicer with
respect to
the 280 Park Avenue Total Loan or any related REO Property,
directing the
actions of the Special Servicer with respect to the 280 Park Avenue
Total Loan
(if it constitutes a Specially Serviced Loan) or any related REO
Property and/or
replacing the Special Servicer in respect of the 280 Park Avenue
Total Loan or
any related REO Property.
"280 Park Avenue Intercreditor Agreement": The Agreement Among
Noteholders dated as of September 28, 2006, by and between Column
Financial,
Inc., as Initial Note A-1 Holder and Column Financial Inc., as
Initial Note A-2
Holder
"280 Park Avenue Loan": With respect to the 280 Park Avenue
Total
Loan, the pari passu portion of such loan evidenced by Note A-1 in
the amount of
$300,000,000, which is included in the Trust. The 280 Park Avenue
Loan is a
"Loan."
"280 Park Avenue Total Loan": The 280 Park Avenue Loan and the
280
Park Avenue Companion Loan, collectively.
"3434 North Washington Boulevard Intercreditor Agreement": The
Agreement Among Noteholders dated as of August 18, 2006, by and
between LaSalle
Bank National Association, as Initial Note A Holder and LEM Funding
202, L.P.
and LEM Parallel 202, L.P. as Initial Note B Holder.
"3434 North Washington Boulevard Junior Loan": The mortgage
loan
that is secured, on a subordinate basis, by the same Mortgage on
the 3434 North
Washington Boulevard Property as the 3434 North Washington
Boulevard Loan, has a
Cut-off Date Principal Balance of $4,500,000 and is evidenced by
the Note
designated "Note B." The 3434 North Washington Boulevard Junior
Loan is not a
"Loan" hereunder.
"3434 North Washington Boulevard Junior Loan Holder": The holder
of
the 3434 North Washington Boulevard Junior Loan or any successor
REO Loan with
respect thereto.
"3434 North Washington Boulevard Loan": With respect to the
3434
North Washington Boulevard Total Loan, the mortgage loan, with a
Cut-off Date
Principal Balance of $64,000,000, that is included in the Trust
Fund and secured
by a Mortgage on the 3434 North Washington Boulevard Property. The
3434 North
Washington Boulevard Loan is a "Loan."
"3434 North Washington Boulevard Total Loan": The aggregate
indebtedness, with an original principal amount of $68,500,000 that
is secured
by the related Mortgage on the Mortgaged Property identified as
3434 North
Washington Boulevard. References herein to the 3434 North
Washington Boulevard
Total Loan shall be construed to refer to the aggregate
indebtedness under the
3434 North Washington Boulevard Loan and the 3434 North Washington
Boulevard
Junior Loan.
"500 Sansome Office Intercreditor Agreement": The Agreement
Among
Noteholders dated as of July 19, 2006, by and between Column
Financial, Inc., as
Initial Note A Holder and LEM Funding XLIII, LP and LEM Parallel
XLIII, LP as
Initial Note B Holder.
"500 Sansome Office Junior Loan": The mortgage loan that is
secured,
on a subordinate basis, by the same Mortgage on the Mortgaged
Property
identified as 500 Sansome Office as the 500 Sansome Office Loan,
has a Cut-off
Date Principal Balance of $2,600,000 and is evidenced by the Note
designated
"Note B." The 500 Sansome Office Junior Loan is not a "Loan"
hereunder.
"500 Sansome Office Junior Loan Holder": The holder of the 500
Sansome Office Junior Loan or any successor REO Loan with respect
thereto.
"500 Sansome Office Loan": With respect to the 500 Sansome
Office
Total Loan, the mortgage loan, with a Cut-off Date Principal
Balance of
$24,400,000, that is included in the Trust Fund and secured by a
Mortgage on the
500 Sansome Office Property. The 500 Sansome Office Loan is a
"Loan."
"500 Sansome Office Total Loan": The aggregate indebtedness, with
an
original principal amount of $27,000,000 that is secured by the
related Mortgage
on the 500 Sansome Office Property. References herein to the 500
Sansome Office
Total Loan shall be construed to refer to the aggregate
indebtedness under the
500 Sansome Office Loan and the 500 Sansome Office Junior Loan.
"828-850 Madison Avenue Intercreditor Agreement": The Agreement
Among Noteholders dated as of November 18, 2005, by and between
Column
Financial, Inc., as Initial Note A Holder and LRP Landesbank
Rheinland-Pfalz as
Initial Note B Holder.
"828-850 Madison Avenue Junior Loan": The mortgage loan that is
secured, on a subordinate basis, by the same Mortgage on the
828-850 Madison
Avenue Property as the 828-850 Madison Avenue Loan, has a Cut-off
Date Principal
Balance of $20,000,000 and is evidenced by the Note designated
"Note B." The
828-850 Madison Avenue Junior Loan is not a "Loan" hereunder.
"828-850 Madison Avenue Junior Loan Holder": The holder of the
828-850 Madison Avenue Junior Loan or any successor REO Loan with
respect
thereto.
"828-850 Madison Avenue Loan": With respect to the 828-850
Madison
Avenue Total Loan, the mortgage loan, with a Cut-off Date Principal
Balance of
$60,000,000, that is included in the Trust Fund and secured by a
Mortgage on the
828-850 Madison Avenue Property. The 828-850 Madison Avenue Loan is
a "Loan."
"828-850 Madison Avenue Loan REMIC" shall mean the REMIC that
was
created pursuant to the REMIC Declaration and that is constituted
by the 828-850
Madison Avenue Loan, collections thereon, any REO Property acquired
in respect
thereof and amounts held from time to time in the Collection
Account or any REO
Account in respect thereof, with respect to which the Certificate
Administrator
will make an election to be treated as a "real estate mortgage
investment
conduit" within the meaning of the REMIC Provisions.
"828-850 Madison Avenue Loan REMIC Regular Interest" shall mean
the
uncertificated regular interest in the 828-850 Madison Avenue Loan.
The
principal balance of the 828-850 Madison Avenue Loan REMIC Regular
Interest
shall equal the outstanding Stated Principal Balance of the 828-850
Madison
Avenue Loan (or, if applicable, the deemed Stated Principal Balance
of any
successor REO Mortgage Loan). Payments of principal, interest and
prepayment
premiums received on or in respect of the 828-850 Madison Avenue
Loan (or any
beneficial interest in any related Mortgaged Property) shall be
deemed
distributable on the 828-850 Madison Avenue Loan REMIC Regular
Interest, and
other collections of amounts received on or in respect of the
828-850 Madison
Avenue Loan shall be deemed distributable to the Trust Fund other
than on the
828-850 Madison Avenue Loan REMIC Regular Interest.
"828-850 Madison Avenue Loan REMIC Residual Interest" shall
mean,
the sole class of "residual interest" in the 828-850 Madison Avenue
Loan REMIC,
represented by the Class R Certificates.
"828-850 Madison Avenue Property": The Mortgaged Property
identified
on the Mortgage Loan Schedule as "828-850 Madison Avenue."
"828-850 Madison Avenue Total Loan": The aggregate
indebtedness,
with an original principal amount of $80,000,000 that is secured by
the related
Mortgage on the 828-850 Madison Avenue Property. References herein
to the
828-850 Madison Avenue Total Loan shall be construed to refer to
the aggregate
indebtedness under the 828-850 Madison Avenue Loan and the 828-850
Madison
Avenue Junior Loan.
"A Loan": The 280 Park Avenue Loan, the 500 Sansome Office Loan,
the
828-850 Madison Avenue Loan, the 3434 North Washington Boulevard.
Loan and each
CBA A Loan, each of which are senior in right of payment to the
related Junior
Loan(s), if applicable, and pari passu in right of payment to the
related
Companion Loan, if applicable.
"A Note": With respect to any A Loan, the Mortgage Note included
in
the Trust Fund, which is senior in right of payment to the related
Junior Loan,
if any, and pari passu in right of payment to the related Companion
Loan, if
applicable, in each case to the extent set forth in the related
Intercreditor
Agreement.
"Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates and the
Class A-4FL
Regular Interest, an amount equal to interest for the related
Interest Accrual
Period at the Pass-Through Rate applicable to such Class of
Certificates or the
Class A-4FL Regular Interest, as applicable, for such Distribution
Date, accrued
on the related Class Principal Balance of such Class (or, in the
case of a Class
of Interest-Only Certificates, on the Class Notional Amount
thereof) immediately
prior to such Distribution Date; with respect to the Class A-4FL
Regular
Interest, one month's interest at the Pass-Through Rate for the
Class A-4FL
Regular Interest for such Distribution Date, accrued on the related
Class
Principal Balance as of the last day of the month immediately
preceding such
Distribution Date. The Accrued Certificate Interest Amount for each
such Class
shall be calculated on a 30/360 Basis.
"Accrued Component Interest Amount": With respect to each
Component
of the Class A-X and Class A-SP Certificates for any Distribution
Date, an
amount equal to interest for the related Interest Accrual Period at
the Class
A-X Strip Rate or Class A-SP Strip Rate, as applicable, with
respect to such
Component for such Distribution Date, accrued on the Component
Notional Amount
of such Component outstanding immediately prior to such
Distribution Date. The
Accrued Component Interest Amount for each Component shall be
calculated on a
30/360 Basis.
"Actual/360 Basis": The accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a
year assumed to
consist of 360 days.
"Additional Collateral": With respect to the Additional
Collateral
Loan, the cash reserve or irrevocable letter of credit partially
securing such
Additional Collateral Loan.
"Additional Collateral Loan": Any of the Loans identified on
Exhibit
C-1 hereto.
"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 Y.
"Additional Form 10-D Disclosure:" As defined in Section 11.06.
"Additional Form 10-K Disclosure:" As defined in Section 11.07.
"Additional Servicer": Individually or collectively, (x) each
Affiliate of any party as described by Section 1108(a)(2)(ii) of
Regulation AB
that Services any of the Loans and (y) each Person who is not an
Affiliate of
any party as described by Section 1108(a)(2)(iii) of Regulation AB,
other than
the Trustee, who Services 10% or more of the Loans (calculated by
Stated
Principal Balance).
"Additional Servicing Compensation": As defined in Section
3.11(a).
"Additional Trust Fund Expenses": An expense of the Trust Fund
that
(i) arises out of a default on a Loan or Serviced Loan Combination
or an
otherwise unanticipated event, (ii) is not covered by a Servicing
Advance or a
corresponding collection from the related Borrower and (iii) does
not represent
a loss on a Loan arising from the inability of a Master Servicer
and/or a
Special Servicer to collect all amounts due and owing under the
Loan, including
by reason of the fraud or bankruptcy of the Borrower or, to the
extent not
covered by insurance, a casualty of any nature at a Mortgaged
Property;
provided, however, that, "Additional Trust Fund Expense" shall not
include any
of the foregoing amounts that have been recovered from the related
Borrower or
Mortgaged Property.
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made
that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as
applicable.
"Adverse REMIC Event": As defined in Section 3.30(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.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon
which such ARD
Loan starts to accrue interest at its Revised Rate.
"Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss.
225.64 by an Appraiser selected by the Master Servicer or Special
Servicer, as
applicable.
"Appraisal Reduction Amount": For any Distribution Date and for
any
Loan as to which an Appraisal Reduction Event has occurred, an
amount calculated
by the applicable Special Servicer equal to the excess, if any, of:
(a) the
Stated Principal Balance of such Loan; over (b) the excess, if any,
of (i) the
sum of (A) 90% of the Appraised Value (as such Appraised Value may
be adjusted
downward by the applicable Special Servicer in accordance with the
Servicing
Standard, without implying any duty to do so, based on the
applicable Special
Servicer's review of the Appraisal or such other information as the
applicable
Special Servicer deems relevant) of the related Mortgaged Property
as determined
(1) with respect to any Loan with an outstanding principal balance
equal to or
greater than $2,000,000, by one or more Appraisals (the costs of
which shall be
paid by the applicable Master Servicer as a Servicing Advance) or
(2) with
respect to any Loan with an outstanding principal balance less than
$2,000,000,
by an Appraisal (or an update of a prior Appraisal) (the costs of
which shall be
paid by the applicable Master Servicer as a Servicing Advance) or
an internal
valuation performed by the applicable Special Servicer, plus (B)
any letter of
credit, reserve, escrow or similar amount held by the applicable
Master Servicer
which are posted as additional security for payments due on the
Loan, over (ii)
the sum of (X) to the extent not previously advanced by the
applicable Master
Servicer or the Trustee, all unpaid interest on such Loan at a per
annum rate
equal to its Mortgage Rate, (Y) all unreimbursed Advances in
respect of such
Loan, together with interest thereon at the Reimbursement Rate, and
(Z) all
currently due and unpaid real estate taxes and assessments,
Insurance Policy
premiums, ground rents and all other amounts due and unpaid with
respect to such
Loan, net of any amounts currently escrowed for such amounts (which
taxes,
assessments, premiums, ground rents and other amounts have not been
subject to
an Advance by the applicable Master Servicer or the Trustee);
provided that, if
neither a required Appraisal has been obtained nor an internal
valuation is
completed within the period required under Section 3.19(c) with
respect to such
Loan, then until such Appraisal is obtained or such internal
valuation is
completed, as the case may be, in accordance with Section 3.19(c)
the Appraisal
Reduction Amount shall be equal to 25% of the Stated Principal
Balance of such
Loan as of the date of the related Appraisal Reduction Event; and
provided,
further, that, if the related Mortgaged Property has become an REO
Property,
then references to "Loan" above in this definition shall include
any successor
REO Loan with respect to the subject Loan.
In the case of the 280 Park Avenue Loan (or any successor REO
Loan
with respect thereto), any Appraisal Reduction Amount will be
calculated in
respect of the 280 Park Avenue (or any successor REO Loans with
respect
thereto), as if it was a single Loan (or single REO Loan), and any
Appraisal
Reduction Amount shall be allocated between the 280 Park Avenue and
the related
Companion Loan, pro rata according to their respective principal
balances.
In the case of the 828-850 Madison Avenue Loan (or any successor
REO
Loan with respect thereto), any Appraisal Reduction Amount will be
calculated in
respect of the 828-850 Madison Avenue Total Loan (or any successor
REO Loans
with respect thereto), as if it was a single Loan (or single REO
Loan), and any
Appraisal Reduction Amount shall be allocated first to the 828-850
Madison
Avenue Junior Loan (or any successor REO Loan with respect
thereto), up to the
outstanding principal balance of such Junior Loan (or REO Loan),
and then to the
828-850 Madison Avenue Loan (or any successor REO Loan with respect
thereto).
In the case of the 3434 North Washington Boulevard Loan (or any
successor REO Loan with respect thereto), any Appraisal Reduction
Amount will be
calculated in respect of the 3434 North Washington Boulevard Total
Loan (or any
successor REO Loans with respect thereto), as if it was a single
Loan (or single
REO Loan), and any Appraisal Reduction Amount shall be allocated
first to the
3434 North Washington Boulevard Junior Loan (or any successor REO
Loan with
respect thereto), up to the outstanding principal balance of such
Junior Loan
(or REO Loan), and then to the 3434 North Washington Boulevard Loan
(or any
successor REO Loan with respect thereto).
In the case of the 500 Sansome Office Loan (or any successor
REO
Loan with respect thereto), any Appraisal Reduction Amount will be
calculated in
respect of the 500 Sansome Office Total Loan (or any successor REO
Loans with
respect thereto), as if it was a single Loan (or single REO Loan),
and any
Appraisal Reduction Amount shall be allocated first to the 500
Sansome Office
Junior Loan (or any successor REO Loan with respect thereto), up to
the
outstanding principal balance of such Junior Loan (or REO Loan),
and then to the
500 Sansome Office Loan (or any successor REO Loan with respect
thereto).
In the case of any CBA A Loan (or any successor REO Loan with
respect thereto), any Appraisal Reduction Amount will be calculated
in respect
of the related CBA A/B Loan Pair (or any successor REO Loans with
respect
thereto), as if it was a single Loan (or a single REO Loan), and
any Appraisal
Reduction Amount shall first be allocated to the related CBA B Loan
(or any
successor REO Loan with respect thereto), up to the outstanding
principal
balance of such Junior Loan (or REO Loan), and then any remaining
portion of any
such Appraisal Reduction Amount shall be allocated to the related
CBA A Loan (or
any successor REO Loan with respect thereto).
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or any successor REO
Loan with
respect thereto will be reduced to zero as of the date such Loan or
such REO
Loan (or the related REO Property) is paid in full, liquidated,
repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any 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 Loan or any related
Junior Loan
or Companion Loan (except that with respect to a Balloon Payment,
such date may
extend until the Loan becomes a Specially Serviced Loan), (ii) the
date on which
a reduction in the amount of Monthly Payments on such Loan, or a
change in any
other material economic term of such Loan (other than an extension
of the
Maturity Date for a period of six months or less), becomes
effective as a result
of a modification of such Loan by the applicable Special Servicer,
(iii) 60 days
after a receiver has been appointed and remains undismissed for the
Borrower or
immediately after a receiver has been appointed for the related
Mortgaged
Property, (iv) 30 days after a Borrower declares bankruptcy, (v) 60
days after
the Borrower has become the subject of a decree or order for a
bankruptcy
proceeding that shall have remained in force undischarged and
unstayed, and (vi)
immediately after such Loan becomes an REO Loan; provided, however,
that there
shall be no reduction in P&I Advances if an Appraisal Reduction
Event shall
occur on and after the dates when the aggregate of the Class
Principal Balances
of all Classes of Sequential Pay Certificates (other than the Class
A Sequential
Pay Certificates) have been reduced to zero. The Special Servicer
shall notify
the Master Servicer, the Trustee and, with respect to any Loan
Combination, the
related Junior Loan Holder or Companion Loan Holder, promptly upon
the
occurrence of any of the foregoing events. With respect to the 3434
North
Washington Boulevard Loan, Appraisal Reduction Event shall have the
meaning set
forth in the related Intercreditor Agreement, for purposes of
determining
whether a change of control has occurred.
"Appraised Value": With respect to any Mortgaged Property
(other
than a residential cooperative property), the appraised value
thereof (as is) as
determined by the most recent Appraisal obtained or conducted, as
appropriate,
pursuant to this Agreement or obtained in connection with the
origination of the
Loan, and with respect to any Mortgaged Property that is a
residential
cooperative property, the value of such property as shown in the
most recent
Appraisal obtained or conducted, as appropriate, pursuant to this
Agreement, or
obtained in connection with the origination of the Loan, as
applicable, and
determined as if such property were operated as a
cooperatively-owned
multifamily residential building (generally equaling the gross
sellout value of
all cooperative units in such residential cooperative property
(applying a
discount as determined by the appraiser for rent regulated and rent
controlled
units) plus the amount of the underlying debt encumbering such
residential
cooperative property).
"Appraiser": An Independent MAI, state certified organization
with
five years of experience in properties of like kind and in the same
geographic
area.
"ARD Loan": Any Loan that is designated as such on the Mortgage
Loan
Schedule.
"Asset Status Report": As defined in Section 3.21(e).
"Assignable Primary Servicing Fee": Any Primary Servicing Fee
that
is payable to Master Servicer No. 1 or Master Servicer No. 2 or
their permitted
assignee pursuant to Section 3.11(a) and subject to reduction by
the Trustee
pursuant to Section 3.11(a).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar instrument,
executed by the
related Borrower, assigning to the related 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 shall mean the
following:
(a) with respect to any Loan, Companion Loan or Junior Loan that
is
delinquent
in respect of its Balloon Payment (and, if applicable, any
successor
REO Loan with respect thereto as to which the Balloon Payment
would have
been past due), an amount equal to the sum of (i) the principal
portion of
the Monthly Payment that would have been due on such Loan,
Companion
Loan or Junior Loan on the related Due Date based on the
constant
payment required by the related Note or the original
amortization
schedule
thereof (as calculated with interest at the related Mortgage
Rate), if
applicable, assuming such Balloon Payment had not become due
(and, if
applicable, assuming the related Mortgaged Property had not
become an
REO Property), after giving effect to any modification of such
Loan,
Companion Loan or Junior Loan, and (ii) one month's interest on
the
Stated
Principal Balance of such Loan or Junior Loan (or, if
applicable,
any
successor REO Loan with respect thereto) as of the end of such
Due
Period at
the applicable Mortgage Rate (less the related Master Servicing
Fee Rate
and Primary Servicing Fee Rate). The amount of the Assumed
Scheduled
Payment for any A Loan, Companion Loan or Junior Loan shall be
calculated
solely by reference to the terms of such A Loan, Companion Loan
or Junior
Loan, as applicable (as modified in connection with any
bankruptcy
or similar proceeding involving the related Borrower or
pursuant
to a modification, waiver or amendment thereof granted or
agreed
to by the
applicable Master Servicer or the applicable Special Servicer
pursuant
to the terms hereof) and without regard to the remittance
provisions
of the related Intercreditor Agreement; and
(b) any
REO Loan that is not delinquent in respect of its Balloon
Payment,
an amount equal to the sum of (i) the principal portion of the
Monthly
Payment that would have been due on the related Loan on the
related
Due Date based on the original amortization schedule thereof
(as
calculated
with interest at the related Mortgage Rate), if applicable,
assuming
the related Mortgaged Property had not become an REO Property,
after
giving effect to any modification of the related Loan, and (ii)
one
month's
interest on the Stated Principal Balance of such REO Loan as of
the end of
such Due Period at the applicable Mortgage Rate.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum (without duplication) of:
(a) the aggregate amount received on or with respect to the
Loans
(and any
related REO Properties) on or prior to the related
Determination
Date and
on deposit in the respective Collection Accounts as of the
close
of
business on the Business Day preceding the Master Servicer
Remittance
Date,
exclusive of any portion of such aggregate amount that is
comprised
of one or
more of the following amounts (without duplication):
(i) all Monthly Payments collected but due on a Due Date after
the end of the related Due Period;
(ii) all amounts in the Collection Accounts that are payable
or reimbursable to any Person from any such account pursuant to
clauses (iii) through (xvii), inclusive, and clauses (xix), (xx)
and
(xxi) of Section 3.05(a);
(iii) all amounts that are payable or reimbursable to any
Person from the Distribution Account pursuant to clauses (iii)
through (vi), inclusive, of Section 3.05(b);
(iv) all Yield Maintenance Charges and all Static Prepayment
Premiums;
(v) all amounts deposited in any Collection Account in error;
(vi) any net interest or net investment income on funds on
deposit in any Collection Account or any REO Account or in
Permitted
Investments in which such funds may be invested;
(vii) with respect to any Distribution Date relating to each
Interest Accrual Period ending in each February or in any January
in
a year which is not a leap year (unless, in either case, the
related
Distribution Date is the Final Distribution Date), the Withheld
Amounts in respect of the Interest Reserve Loans that are to be
deposited in the Interest Reserve Account on such Distribution
Date
and held for future distribution pursuant to Section 3.28;
(viii) all amounts received with respect to a Serviced Loan
Combination that are required to be paid to any related Junior
Loan
Holder and/or Companion Loan Holder, as applicable, pursuant to
the
terms of the related Junior Loan and/or Companion Loan, as
applicable, and the related Intercreditor Agreement (which
amounts
will be deposited into the related Junior Loan Custodial Account
or
Companion Loan Custodial Account pursuant to Section 3.04
and/or
Section 3.05, and withdrawn from such accounts pursuant to
Section
3.05);
(ix) Excess Interest; and
(x) Excess Liquidation Proceeds;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to the REO Loans in
the
Mortgage
Pool from any REO Account to any Collection Account for such
Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made in respect of
the
Mortgage
Pool by the Master Servicers and/or the Trustee, as applicable,
for such
Distribution Date pursuant to Section 4.03 or 7.05, which
P&I
Advances
shall not include any related Master Servicing Fees, Primary
Servicing
Fees or Workout Fees;
(d) all funds released from the Interest Reserve Account for
distribution on such Distribution Date, and with respect to the
first
Distribution Date, the Closing Date Deposit Amount deposited into
the
Distribution Account pursuant to Section 2.01(j);
(e) any and all payments required to be made by the Master
Servicers
pursuant
to Section 3.02(e);
(f) the aggregate amount transferred (pursuant to Section
3.05(d))
from the
Excess Liquidation Proceeds Account to the Distribution Account
in respect
of such Distribution Date; and
(g) if and to the extent not already included in clause (a)
hereof,
any Cure
Payment (except for any portion thereof payable or reimbursable
to the
applicable Master Servicer or Special Servicer), made by the
828-850
Madison Avenue Junior Loan Holder, the 3434 North Washington
Boulevard
Junior Loan Holder or any CBA B Loan Holder pursuant to the
terms of
the related Intercreditor Agreement during the related Due
Period
and
allocable to principal or interest with respect to the related
Loan.
"Balloon Loan": Any Loan, Companion Loan or Junior Loan that by
its
terms provides for an amortization schedule extending materially
beyond its
Maturity Date or for no amortization prior to its Maturity
Date.
"Balloon Payment": With respect to any Balloon Loan and any date
of
determination, the scheduled payment of principal due on the
Maturity Date of
such Balloon Loan (less principal included in the applicable
amortization
schedule or scheduled Monthly Payment).
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"BCRE Loan": The mortgage loan transferred to the Depositor
pursuant
to the BCRE Mortgage Loan Purchase Agreement and identified on
Schedule II
thereto, together with any mortgage loans substituted in
replacement thereof
pursuant to the BCRE Mortgage Loan Purchase Agreement.
"BCRE Mortgage Loan Purchase Agreement": The agreement between
the
Depositor as purchaser and the BCRE Mortgage Loan Seller as seller,
dated as of
September 1, 2006, relating to the transfer of all of the BCRE
Mortgage Loan
Seller's right, title and interest in and to the mortgage loans
identified on
Schedule II thereto.
"BCRE Mortgage Loan Seller" or "BCRE": Barclays Capital Real
Estate
Inc. and its successors in interest.
"Base Interest Fraction": With respect to any Principal
Prepayment
or other early collection of principal on any Loan (or any
successor REO Loan
with respect thereto) and any of the Class A-1, Class A-1-A, Class
A-2, Class
A-3, Class A-AB, Class A-M, Class -J, Class B, Class C, Class D,
Class E, Class
F, Class G, Class H, Class J and Class K Certificates and the Class
A-4FL
Regular Interest, a fraction (not greater than 1) (a) whose
numerator is the
amount, if any, by which (i) the Pass-Through Rate on such Class of
Certificates
or Class A-4FL Regular Interest exceeds (ii) the Yield Rate used in
calculating
the Yield Maintenance Charge with respect to such Principal
Prepayment or other
early collection of principal and (b) whose denominator is the
amount, if any,
by which the (i) Mortgage Rate on such Loan (or REO Loan) exceeds
(ii) the Yield
Rate (as provided by the applicable Master Servicer) used in
calculating the
Yield Maintenance Charge with respect to such Principal Prepayment
or other
early collection of principal; provided, however, that if such
Yield Rate is
greater than or equal to the lesser of (x) the Mortgage Rate on
such Loan (or
REO Loan) and (y) the Pass-Through Rate described in clause (a)(i)
above, then
the Base Interest Fraction shall be zero.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Borrower": With respect to any Loan, the obligor or obligors on
any
related Note or Notes, including, without limitation, any Person
that has
acquired the related Mortgaged Property and assumed the obligations
of the
original obligor under the Note or Notes.
"Breach": As defined in Section 2.03(b).
"Broker Strip": With respect to each Broker Strip Loan, the right
to
receive interest accrued on the principal balance of such Loan at
the Broker
Strip Rate for such Loan.
"Broker Strip Interest": With respect to each Broker Strip
Loan,
interest accrued on the principal balance of such loan at the
Broker Strip Rate
for such Loan.
"Broker Strip Loans": The Loans listed on Exhibit M hereto.
"Broker Strip Payee": With respect to any Broker Strip Loan,
the
"Broker Strip Payee" specified on Exhibit M hereto with respect to
such Loan.
"Broker Strip Rate": With respect to each Broker Strip Loan,
the
"Broker Strip Rate" specified on Exhibit M hereto with respect to
such Loan.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in the states where any Collection
Account, the
Distribution Account, the Trustee, the Certificate Administrator,
any Master
Servicer or any Special Servicer are located, are authorized or
obligated by law
or executive order to remain closed.
"Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the
related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or
other Loan
Document, into which account or accounts the Lock-Box Account
monies are swept
on a regular basis for the benefit of the Trustee as successor to
the applicable
Mortgage Loan Seller's interest in such Loan. Any Cash Collateral
Account shall
be beneficially owned for federal income tax purposes by the Person
who is
entitled to receive all reinvestment income or gain thereon in
accordance with
the terms and provisions of the related Loan and Section 3.06,
which Person (and
not the Trust) may be taxed on all reinvestment income or gain
thereon. The
applicable Master Servicer shall be permitted to make withdrawals
therefrom
solely for deposit into a Collection Account or a Servicing
Account, or to remit
to the Borrower as required by the related Loan Documents, as
applicable. To the
extent not inconsistent with the terms of the related Loan, each
such Cash
Collateral Account shall be an Eligible Account.
"Cash Collateral Account Agreement": With respect to any Loan,
the
cash collateral account agreement, if any, between the related
Mortgage Loan
Originator and the related Borrower, pursuant to which the related
Cash
Collateral Account, if any, may have been established.
"CBA A Loan": The Loans secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as The Cottages of Fall
Creek, The
Orchard Apartments, Briarwood Apartments, 833 Jackson & 322
Green, Regional
Professional Building, Pavilions Shopping Center and McKnight
Retail,
respectively, each of which Loans are senior in right of payment to
the related
CBA B Loan, to the extent set forth in the related CBA
Intercreditor Agreement.
"CBA A/B Loan Pair": Any CBA A Loan together with the related CBA
B
Loan.
"CBA A/B Material Default": With respect to a CBA A/B Loan Pair,
a
"Material Default" under, and within the meaning of, the related
Intercreditor
Agreement.
"CBA B Loan": With respect to each CBA A Loan, the mortgage
loan
secured, on a subordinate basis, by the same Mortgage on the same
Mortgaged
Property as such CBA A Loan, which subordinate mortgage loan is not
included in
the Trust Fund.
"CBA B Loan Holder": With respect to any CBA A/B Loan Pair,
CBA-Mezzanine Capital Finance, LLC or its successors and assigns,
as the holder
of the related CBA B Loan.
"CBA Intercreditor Agreement": With respect to each CBA A/B
Loan
Pair, the related intercreditor agreement entered into by and
between the holder
of the related CBA A Loan and the related CBA B Loan Holder, as the
same may be
further amended from time to time in accordance with the terms
thereof.
"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-C4, as executed by the
Trustee or
Certificate Registrar and authenticated and delivered hereunder by
the
Certificate Registrar.
"Certificate Administrator": LaSalle Bank National Association,
and
its successor in interest.
"Certificate Administrator Account": As defined in Section
3.06(a).
"Certificate Administrator Report": As defined in Section
4.02(a).
"Certificate Notional Amount": With respect to any Class A-X,
Class
A-SP or Class A-Y Certificate, as of any date of determination, the
then
notional amount of such Certificate equal to the product of (a) the
Percentage
Interest evidenced by such Certificate, multiplied by (b) the then
Class A-X,
Class A-SP or Class A-Y Notional Amount, as applicable.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential
Pay
Certificate, as of any date of determination, the then principal
balance of such
Certificate equal to the product of (a) the Percentage Interest
evidenced by
such Certificate, multiplied by (b) the then Class Principal
Balance of the
subject Class of Sequential Pay Certificates.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement with respect to the rights, obligations or
liabilities of the
Trustee, a Master Servicer or a Special Servicer, any Certificate
registered in
the name of such Trustee, Master Servicer, Special Servicer or any
Affiliate of
any of them, as applicable, 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;
provided that (i)
such restrictions shall not apply to the selection of the
Controlling Class (or
the Directing Certificateholder) or the exercise of a Special
Servicer's or its
Affiliates' rights as a member of the Controlling Class and (ii)
the foregoing
shall not apply if the Trustee, a Master Servicer or a Special
Servicer, as the
case may be, and/or their Affiliates, own the entire Class of each
Class of
Certificates affected by such action, vote, consent or waiver. The
Trustee shall
be entitled to request and conclusively rely upon a certificate of
a Master
Servicer or a Special Servicer 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" has the meaning set forth in Section
11.08.
"Certifying Person" has the meaning set forth in Section 11.08.
"Certifying Servicer" has the meaning set forth in Section
11.11.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests or the Class A-4FL Regular Interest, all of
the
Certificates bearing the same alphabetical and, if applicable,
numerical class
designation and each designation of Uncertificated Lower-Tier
Interests or the
Class A-4FL Regular Interest.
"Class A Sequential Pay Certificate": Any Class A-1, Class A-2,
Class A-AB, Class A-3, Class A-4FL or Class A-1-A Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-1 Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 4.7710%.
"Class A-1-A Certificate": A Certificate designated as "Class
A-1-A"
on the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-1-A Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 5.4600%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-2 Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 5.3610%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-3 Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 5.4670%.
"Class A-4FL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all
principal
and/or interest distributions, as well as all distributions of
Yield Maintenance
Charges and Static Prepayment Premiums, on or in respect of the
Class A-4FL
Regular Interest with respect to such Distribution Date and (ii)
the amounts, if
any, received from the Swap Counterparty pursuant to the Swap
Agreement for such
Distribution Date, less (b) with respect to interest amounts, the
sum of (i) all
regularly scheduled interest amounts required to be paid to the
Swap
Counterparty pursuant to the Swap Agreement for such Distribution
Date, (ii) any
amount payable to the Certificate Administrator as Net Investment
Earnings
earned on funds held in the Floating Rate Account and (iii) any
amount deposited
in the Floating Rate Account in error.
"Class A-4FL
Certificate": A Certificate designated as "Class A-4FL"
on the face thereof, substantially in the form of Exhibit A-1A
hereto.
"Class A-4FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default of the nature described in clause (i) of the definition of
"Swap
Default" while the Certificate Administrator is pursuing remedies
under the Swap
Agreement pursuant to Section 3.33, or (ii) immediately upon and
following the
termination of the Swap Agreement, the conversion of distributions
to the Class
A-4FL Certificates from distributions based, in part, on floating
interest
payments from the Swap Counterparty under the Swap Agreement to
distributions
based solely on fixed interest distributions in respect of the
Class A-4FL
Regular Interest, as specified in Section 4.01.
"Class A-4FL Fixed Swap Payment": With respect to any
Distribution
Date, the fixed interest amount required to be paid to the Swap
Counterparty by
the Trust under the Swap Agreement (prior to any netting against
amounts due
from the Swap Counterparty to the Trust) in respect of that
Distribution Date.
"Class A-4FL Floating Swap Payment": With respect to any
Distribution Date, the floating interest amount required to be paid
to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any
netting against
amounts due from the Trust to the Swap Counterparty) in respect of
that
Distribution Date.
"Class A-4FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Optimal Interest
Distribution Amount with respect to the Class A-4FL Regular
Interest for such
Distribution Date, (ii) the Class A-4FL Floating Swap Payment
received from the
Swap Counterparty with respect to such Distribution Date and (iii)
if the Swap
Agreement is terminated and a replacement Swap Agreement is not
obtained, any
Swap Termination Payment collected during the related Due Period,
less (b) the
Class A-4FL Fixed Swap Payment made to the Swap Counterparty with
respect to
such Distribution Date.
"Class A-4FL Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-4FL Floating Swap
Payment in
respect of that Distribution Date.
"Class A-4FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-4FL Fixed
Swap Payment
in respect of that Distribution Date.
"Class A-4FL Pass-Through Rate": With respect to any
Distribution
Date, LIBOR plus 0.1800%; except that if (a) the total amount of
interest
distributions with respect to the Class A-4FL Regular Interest for
any
distribution date deposited in the Floating Rate Account is less
than (b) 1/12th
of the product of (i) 5.4680%, multiplied by (ii) the Class
Principal Balance of
the Class A-4FL Regular Interest immediately prior to that
Distribution Date,
then there will be a proportionate reduction to the amount of
interest
distributable on the Class A-4FL Certificates, as provided in the
Swap
Agreement.
"Class A-4FL 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-4FL Regular Interest on
such
Distribution Date.
"Class A-4FL Regular Interest": The uncertificated interest in
REMIC
II, designated as "Class A-4FL," constituting a "regular interest"
in REMIC II
for purposes of the REMIC Provisions and having the characteristics
attributable
thereto in this Agreement.
"Class A-4FL Regular Interest Pass-Through Rate": As to any
Distribution Date, a per annum rate equal to 5.4680%.
"Class A-4FL Swap Payment Date": With respect to any
Distribution
Date, the Business Day preceding such Distribution Date.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB"
on the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-AB Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 5.4390%.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class A-M Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to 5.5090%.
"Class A-J" Certificate": A Certificate designated as "Class A-J"
on
the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-J Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to the lesser of (i) 5.5380% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class A-SP Certificate": A Certificate designated as "Class
A-SP"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-SP Component": Any of Component A-1-2, Component
A-2-1,
Component A-2-2, Component A-3-1, Component A-3-2, Component A-3-3,
Component
A-3-4, Component A-3-5, Component A-4FL, Component A-AB-1,
Component A-AB-2,
Component A-1-A-2, Component A-1-A-3, Component A-1-A-4, Component
A-1-A-5,
Component A-1-A-6, Component A-1-A-7, Component A-1-A-8, Component
A-M,
Component A-J, Component B, Component C-1, Component C-2, Component
D-1,
Component D-2, Component E, Component F-1, Component F-2, Component
G, Component
H-1 and Component H-2.
"Class A-SP Notional Amount": With respect to the Class A-SP
Certificates, as of any date of determination, the sum of then
Component
Notional Amounts of all of the Class A-SP Components.
"Class A-SP Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage, equal to the weighted
average of the
respective Class A-SP Strip Rates of the Class A-SP Components for
(and weighted
on the basis of their respective Component Notional Balances
immediately prior
to) such Distribution Date.
"Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the related Component
Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage Rate for
such
Distribution Date and (II) the Reference Rate for such Distribution
Date minus
(y) the Pass-Through Rate for the Corresponding Certificates
(provided that in
no event shall any Class A-SP Strip Rate be less than zero), and
(ii) for any
Distribution Date occurring after the related Component Crossover
Date, 0% per
annum.
"Class A-X Certificate": A Certificate designated as "Class A-X"
on
the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-X Component": Each of the Components.
"Class A-X Notional Amount": With respect to the Class A-X
Certificates, as of any date of determination, the sum of then
Component
Notional Amounts of all of the Class A-X Components.
"Class A-X Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage, equal to the weighted
average of the
respective Class A-X Strip Rates of the Class A-X Components for
(and weighted
on the basis of their respective Component Notional Balances
immediately prior
to) such Distribution Date.
"Class A-X Strip Rate": With respect to any Class A-X Component
(other than the Class A-SP Components) 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 Corresponding
Certificates, and
in the case of Class A-SP Components, (A) for any Distribution Date
occurring on
or before the related Component Crossover Date, (x) the Weighted
Average Net
Mortgage Rate for such Distribution Date minus (y) the sum of the
Pass-Through
Rate for the Corresponding Certificates for such Distribution Date
and the Class
A-SP Strip Rate for such Component for such Distribution Date, and
(B) for any
Distribution Date occurring after the related Component Crossover
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
Corresponding
Certificates (provided, that in no event shall any Class A-X Strip
Rate be less
than zero).
"Class A-Y Certificate": A Certificate designated as "Class A-Y"
on
the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-Y Notional Amount": With respect to the Class A-Y
Certificates, as of any date of determination, the then aggregate
Stated
Principal Balance of the Specially Designated Co-op Loans and any
successor REO
Loans with respect thereto.
"Class A-Y Pass-Through Rate": As to any Distribution Date, the
per
annum rate, expressed as a percentage, equal to the weighted
average of the
respective Class A-Y Strip Rates of the Specially Designated Co-op
Loans and any
successor REO Loans with respect thereto for (and weighted on the
basis of their
respective Stated Principal Balances immediately prior to) such
Distribution
Date.
"Class A-Y Strip Rate": With respect to any Specially
Designated
Co-op Loan (and any successor REO Loan with respect thereto), for
any
Distribution Date, a rate per annum equal to either: (1) if such
Loan accrues
interest on a 30/360 Basis, 0.10%; and (2) if such Loan accrues
interest on an
Actual/360 Basis, the product of (a) 0.10%, multiplied by (b) a
fraction, the
numerator of which is the number of days in the Interest Accrual
Period that
corresponds to such Distribution Date, and the denominator of which
30.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, substantially in the form of Exhibit A-1 hereto.
"Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5680% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, substantially in the form of Exhibit A-1 hereto.
"Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5220% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6170% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6470% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6670% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.7260% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.9130% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 6.0120% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through
Rate for such
Distribution Date.
"Class L Certificate": A Certificate designated as "Class L" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class LA-1-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-3 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-4 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-5 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-6 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-7 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-1-A-8 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-2-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-2-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-3-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-3-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-3-3 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-3-4 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-3-5 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-4FL Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-AB-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-AB-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-M Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-J Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LA-Y Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Notional Balance and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LB Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LC-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LC-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LD-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LD-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LE Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LF-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LF-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LG Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LH-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LH-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount and per annum rate of interest
set forth in
the Preliminary Statement hereto.
"Class LJ Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LK Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LL Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LM Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LN Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LO Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class LP Lower-Tier Interest": A regular interest in the
Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original
Lower-Tier Principal Amount and per annum rate of interest set
forth in the
Preliminary Statement hereto.
"Class M
Certificate": A Certificate designated as "Class M" on the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class Notional Amount": For any date of determination, the
Class
A-X Notional Amount or the Class A-Y Notional Amount, as
applicable.
"Class O Certificate": A Certificate designated as "Class O" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class Q Certificate": A Certificate designated as "Class Q" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class Q Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, substantially in the form of Exhibit A-3 hereto.
"Class S Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1480% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class Principal Balance": With respect to any Class of
Sequential
Pay Certificates, as of any date of determination, a principal
amount equal to
the Original Class Principal Balance of such Class as specified in
the
Preliminary Statement hereto, as such principal amount may be
permanently
reduced (to not less than zero) on each Distribution Date
coinciding with or
preceding such date of determination by (i) any distributions of
principal made
with respect to such Class of Sequential Pay Certificates on the
subject
Distribution Date pursuant to Section 4.01(a) and (ii) any
Collateral Support
Deficit allocated to such Class of Sequential Pay Certificates on
the subject
Distribution Date pursuant to Section 4.04.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, substantially in the form of Exhibit A-5 hereto.
"Class V Certificate": A Certificate designated as "Class V" on
the
face thereof, substantially in the form of Exhibit A-4 hereto. The
Class V
Certificates have no Pass-Through Rate, Class Principal Balance or
Class
Notional Amount.
"Clearstream": Clearstream Banking, Luxembourg, or any
successor.
"Closing Date": September 28, 2006.
"Closing Date Deposit Amount": $305,071, representing the
aggregate
amount of interest that would have accrued at the related Net
Mortgage Rates
during the Collection Period ending in October 2006 for those
Mortgage Loans
that do not have their first Monthly Payment due until October
2006.
"CMSA": The
Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicers, jointly, and reasonably acceptable to the
Trustee, the
Certificate Administrator, the Special Servicers and the
Directing
Certificateholder.
"CMSA Advance Recovery Report": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Bond Level File": A data file substantially in the form
of,
and containing the information called for in, the downloadable form
of the "Bond
Level File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Collateral Summary File": A data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Collateral Summary File" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Comparative Financial Status Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Comparative Financial Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless the Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Delinquent Loan Status Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
reasonably
recommended by the CMSA for commercial mortgage-backed securities
transactions
generally (unless the Directing Certificateholder and the Rating
Agencies
otherwise consent to an alternative form of such report).
"CMSA Financial File": A data file substantially in the form of,
and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Investor Reporting Package":
(a) the following seven electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File;
(b) the following twelve supplemental reports: (i) CMSA
Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage
Loan Report, (iii) CMSA REO Status Report, (iv) CMSA Loan Level
Reserve/LOC Report, (v) CMSA Comparative Financial Status Report,
(vi)
CMSA
Servicer Watch List, (vii) CMSA Operating Statement Analysis
Report,
(viii)
CMSA NOI Adjustment Worksheet, (ix) CMSA Reconciliation of
Funds,
(x) CMSA
Realized Loss Report, (xi) CMSA Total Loan Report and (xii) the
CMSA
Advance Recovery Report; and
(c) such other reports and data files as CMSA may designate as
part
of the
"CMSA Investor Reporting Package" from time to time generally;
provided that, in the case of each Mortgaged Property securing a
Co-op Loan, the
respective files and reports comprising the CMSA Investor Reporting
Package
shall present the Projected Net Cash Flow for such Mortgaged
Property and the
Debt Service Coverage Ratio for such Co-op Loan, as such terms
apply to
residential cooperative properties, if and to the extent that such
file or
report requires preparation and/or submission of data concerning
net cash flow
or debt service coverage.
"CMSA Loan Level Reserve/LOC Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Loan Level Reserve/LOC Report" on the CMSA Website, or in such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Loan Periodic Update File": A data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Loan Periodic Update File" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Loan Setup File": A data file substantially in the form
of,
and containing the information called for in, the downloadable form
of the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA NOI Adjustment Worksheet": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report), and in any event, shall present
the
computations made in accordance with the methodology described in
such form to
"normalize" the full year net operating income or net cash flow, as
applicable,
and debt service coverage numbers used in the other reports
required by this
Agreement.
"CMSA Operating Statement Analysis Report": A report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Operating Statement Analysis Report" available as of
the Closing
Date on the CMSA Website or in such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless the Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Property File": A data file substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Realized Loss Report": A template substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Realized Loss Report" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Reconciliation of Funds": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Reconciliation of Funds" available as of the Closing Date on the
CMSA Website,
or in such other form for the presentation of such information and
containing
such additional information as may from time to time be recommended
by the CMSA
for commercial mortgage-backed securities transactions
generally.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Servicer Watch List": A report substantially in the form
of,
and containing the information called for in, the downloadable form
of the
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Special Servicer Loan File": A data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Special Servicer Loan File" available as of the Closing Date
on the CMSA
Website, or in such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Total Loan Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "CMSA
Total Loan Report" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the
extent that, by
reason of their proposed effective date, could, as of the date of
any
determination or opinion as to the tax consequences of any action
or proposed
action or transaction, be applied to the Trust or the
Certificates.
"Collateral Support Deficit": As defined in Section 4.04.
"Collection Account": One or more separate custodial accounts
or,
subject to Section 3.04(j), sub-accounts created and maintained by
each Master
Servicer or any Sub-Servicer on behalf of such Master Servicer
pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders
and any related Junior Loan Holder(s) (other than a CBA B Loan
Holder) or any
Companion Loan Holder and, with respect to any CBA A/B Loan Pair
after the
occurrence of a CBA A/B Material Default, on behalf of the related
CBA B Loan
Holder, as applicable, as their interests may appear, into which
the amounts set
forth in Section 3.04(a) shall be deposited directly, which account
shall,
subject to Section 3.04(j), be entitled substantially as follows:
"[name of
subject Master Servicer], in trust for [name of Trustee], as
Trustee for the
benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4, and
each related
Junior Loan Holder or Companion Loan Holder, as applicable, as
their interests
appear, Collection Account." Any such account or accounts or,
subject to Section
3.04(j), sub-accounts shall be an Eligible Account and shall be
part of the
Lower-Tier REMIC (except with respect to collections on the 828-850
Madison
Avenue Loan, which shall be part of the 828-850 Madison Avenue Loan
REMIC).
"Column Performance Guarantee": The Guarantee dated as of
September
28, 2006, from the Column Performance Guarantor in favor of the
Trustee,
relating to the obligations of the CSMC Mortgage Loan Seller under
Section 7 of
the CSMC Mortgage Loan Purchase Agreement.
"Column Performance Guarantor": Credit Suisse USA Inc., its
successor in interest or any successor guarantor under the Column
Performance
Guarantee.
"Commission": The Securities and Exchange Commission.
"Companion Loan" or "280 Park Avenue Companion Loan": With
respect
to the 280 Park Avenue Total Loan, the pari passu portion of such
loan evidenced
by Note A-2 in the amount of $140,000,000, which is not included in
the Trust.
The 280 Park Avenue Companion Loan is not a "Loan."
"Companion Loan Custodial Account": Each of the custodial
sub-account(s) of the Collection Account (which are not included in
the Trust)
created and maintained by the applicable Master Servicer pursuant
to Section
3.04 on behalf of the holder of a Companion Loan. Each such
sub-account shall be
maintained as a sub-account of an Eligible Account.
"Companion Loan Holder": Any holder of the Companion Loan.
"Companion Loan Securities": Any class of securities backed,
wholly
or partially, by the 280 Park Avenue Companion Loan.
"Component": Any of the components of the Class A-X Certificates
or
the Class A-SP Certificates, which components are the respective
Components
listed below.
"Component A-1-1": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1-1 Lower-Tier Interest
as of any
date of determination.
"Component A-1-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-2 Lower-Tier Interest as of any date of
determination.
"Component A-2-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2-1 Lower-Tier Interest as of any date of
determination.
"Component A-2-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2-2 Lower-Tier Interest as of any date of
determination.
"Component A-3-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-1 Lower-Tier Interest as of any date of
determination.
"Component A-3-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-2 Lower-Tier Interest as of any date of
determination.
"Component A-3-3": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-3 Lower-Tier Interest as of any date of
determination.
"Component A-3-4": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-4 Lower-Tier Interest as of any date of
determination.
"Component A-3-5": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-5 Lower-Tier Interest as of any date of
determination.
"Component A-4FL": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4FL Lower-Tier Interest as of any date of
determination.
"Component A-AB-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-AB-1 Lower-Tier Interest as of any date of
determination.
"Component
A-AB-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-AB-2 Lower-Tier Interest as of any date of
determination.
"Component A-1-A-1": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1-A-1 Lower-Tier
Interest as of any
date of determination.
"Component A-1-A-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-2 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-3": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-3 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-4": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-4 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-5": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-5 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-6": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-6 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-7": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-7 Lower-Tier Interest as of any date
of
determination.
"Component A-1-A-8": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-A-8 Lower-Tier Interest as of any date
of
determination.
"Component A-J": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-J Lower-Tier Interest as of any date of
determination.
"Component A-M": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-M Lower-Tier Interest as of any date of
determination.
"Component B": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LB Lower-Tier Interest as of any date of
determination.
"Component C-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LC-1 Lower-Tier Interest as of any date of
determination.
"Component C-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LC-2 Lower-Tier Interest as of any date of
determination.
"Component Crossover Date": With respect to each Class A-SP
Component, the related Crossover Date as set forth in the table
below:
Class A-SP Component
Component Crossover Date
-------------------------------------------
----------------------------------
Components A-1-2, A-2-1 and A-1-A-2
September 2007 Distribution Date
Components A-2-2, A-AB-1 and A-1-A-3
September 2008 Distribution Date
Components A-3-1, A-AB-2, A-1-A-4 and H-1 September 2009
Distribution Date
Components A-3-2, A-1-A-5, F-1, G and H-2 September 2010
Distribution Date
Components A-3-3, A-1-A-6, D-1, E and F-2 September 2011
Distribution Date
Components A-3-4, A-1-A-7, C-1 and D-2
September 2012 Distribution Date
Components A-3-5, A-4FL, A-M, A-1-A-8,
A-J, B and C-2
September 2013
Distribution Date
"Component D-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-1 Lower-Tier Interest as of any date of
determination.
"Component D-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-2 Lower-Tier Interest as of any date of
determination.
"Component E": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LE Lower-Tier Interest as of any date of
determination.
"Component F-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-1 Lower-Tier Interest as of any date of
determination.
"Component F-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-2 Lower-Tier Interest as of any date of
determination.
"Component G": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LG Lower-Tier Interest as of any date of
determination.
"Component H-1": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LH-1 Lower-Tier Interest as of any date of
determination.
"Component H-2": One of the 42 components of the Class A-X
Certificates and one of the 31 components of the Class A-SP
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LH-2 Lower-Tier Interest as of any date of
determination.
"Component J": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LJ Lower-Tier Interest as
of any date
of determination.
"Component K": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LK Lower-Tier Interest as
of any date
of determination.
"Component L": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LL Lower-Tier Interest as
of any date
of determination.
"Component M": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LM Lower-Tier Interest as
of any date
of determination.
"Component N": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LN Lower-Tier Interest as
of any date
of determination.
"Component O": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LO Lower-Tier Interest as
of any date
of determination.
"Component P": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LP Lower-Tier Interest as
of any date
of determination.
"Component Q": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LQ Lower-Tier Interest as
of any date
of determination.
"Component S": One of the 42 components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LS Lower-Tier Interest as
of any date
of determination.
"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 Corresponding Uncertificated Lower-Tier Interest.
"Controlling Class":
As of any date of determination, the most
subordinate Class of Sequential Pay Certificates then outstanding
that has a
Class Principal Balance at least equal to 25% of the initial Class
Principal
Balance of such Class; or, if no such Class exists, the most
subordinate Class
of Sequential Pay Certificates then outstanding that has a Class
Principal
Balance greater than zero. As of the Closing Date, the Controlling
Class shall
be the Class S Certificates. For purposes of this definition, the
respective
Classes of the Class A Sequential Pay Certificates shall be treated
as a single
Class and, if appropriate under the terms of this definition, shall
collectively
constitute the Controlling Class.
"Controlling Class Certificateholder": 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.
"Co-op Loan": Any Loan that, as of the date it is first included
in
the Trust Fund, is secured by a Mortgage that encumbers a
residential
cooperative property, as identified on the Mortgage Loan
Schedule.
"Corporate Trust Office": The corporate trust office of (i) the
Trustee is located at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951 or
(ii) the Certificate Administrator is located at 135 South LaSalle
Street, Suite
1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services,
CSFB 2006-C4.
"Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments
(for such
purposes taking into account any modification or amendment of the
subject Loan,
Companion Loan or any Junior Loan, as the case may be) and as to
which Loan or
Junior Loan, as the case may be, the Special Servicer has returned
servicing to
the Master Servicer pursuant to Section 3.21(a).
"Corresponding Certificates": As defined in the Preliminary
Statement hereto.
"Corresponding Components": As defined in the Preliminary
Statement
hereto.
"Corresponding Uncertificated REMIC I Interests": As defined in
the
Preliminary Statement hereto.
"Crossed Group": Any group of Loans that is cross-defaulted and
cross-collateralized with each other.
"Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.
"Crossed Loan Repurchase Criteria": (i) The Debt Service
Coverage
Ratio for all related Crossed Loans remaining in the Trust Fund for
the four
calendar quarters immediately preceding the repurchase or
substitution is not
less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, together with the affected Crossed Loan, for
the four
calendar quarters immediately preceding the repurchase or
substitution and (b)
1.25x, (ii) the Loan-to-Value Ratio for any related Crossed Loans
remaining in
the Trust Fund determined at the time of repurchase or substitution
based upon
an Appraisal obtained by the Special Servicer at the expense of the
related
Responsible Party is not greater than the least of (a) the
Loan-to-Value Ratio
for all such related Crossed Loans, together with the affected
Crossed Loan, as
set forth in the tables on Exhibit A-1 to the Prospectus
Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, together
with the
affected Crossed Loan, determined at the time of repurchase or
substitution
based upon an Appraisal obtained by the applicable Special Servicer
at the
expense of the related Responsible Party and (c) 75%, and (iii) the
Trustee and
the Certificate Administrator receive an Opinion of Counsel (at the
expense of
the related Responsible Party) to the effect that such repurchase
or
substitution will not result in the imposition of a tax on the
Trust Fund or its
assets, income or gain, cause the remaining Crossed Loans to have
been
significantly modified under the REMIC Provisions or cause any
Trust REMIC to
fail to qualify as a REMIC for federal or applicable state tax
purposes at any
time that any of the Certificates are outstanding.
"CSMC Loans": The mortgage loans transferred to the Depositor
pursuant to the CSMC Mortgage Loan Purchase Agreement and
identified on Schedule
II thereto, together with any mortgage loans substituted in
replacement thereof
pursuant to the CSMC Mortgage Loan Purchase Agreement.
"CSMC Mortgage Loan Purchase Agreement": The agreement between
the
Depositor as purchaser and the CSMC Mortgage Loan Seller as seller,
dated as of
September 1, 2006, relating to the transfer of all of the CSMC
Mortgage Loan
Seller's right, title and interest in and to the mortgage loans
identified on
Schedule II thereto.
"CSMC Mortgage Loan Seller" or "Column": Column Financial, Inc.,
a
Delaware corporation, and its successors in interest.
"Cure Event": The exercise by the 828-850 Madison Avenue Junior
Loan
Holder, 3434 North Washington Boulevard Junior Loan Holder or CBA B
Loan Holder
of the cure rights set forth in the related Intercreditor
Agreement, whether for
one month, or for consecutive months in the aggregate.
"Cure Payments": With respect to any Loan Combination, as to
which
the related Intercreditor Agreement provides that a Junior Loan
Holder shall be
entitled to cure a default under the related Loan, the payment that
such Junior
Loan Holder makes to the applicable Master Servicer or Special
Servicer, as
applicable, which payments shall consist (without duplication) of
all actual
costs, expenses, losses, obligations, damages, penalties, and
disbursements
imposed on or incurred (whether or not yet paid) by the applicable
Master
Servicer or Special Servicer (including, without limitation, all
unreimbursed
Advances (without regard to whether such Advance would be a
Nonrecoverable
Advance) and any interest accrued thereon, Default Interest and any
servicing
compensation incurred with respect to the related Loan) during the
period of
time from the expiration of the grace period under such Loan until
such Cure
Payment is made or such other cure is otherwise effected.
"Cut-off Date": Individually and collectively, the respective
Due
Dates for the Loans in September 2006, (except that in the case of
certain of
the underlying mortgage loans that have their first due date in
October 2006, as
of the equivalent day of the month in September 2006 had their
first due date
been in September 2006).
"Cut-off Date Principal Balance": With respect to any Loan,
Companion Loan or Junior Loan, the outstanding principal balance of
such Loan,
Companion Loan or Junior Loan as of the Cut-off Date, after
application of all
payments of principal due on or before such date, whether or not
received.
"Debt Service Coverage Ratio": With respect to any Loan (other
than
Co-op Loans) 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 Loan during such period; and with respect to Co-op Loans, as
of any date of
determination, the ratio of (1) the Projected Net Cash Flow for the
related
Mortgaged Property on an annualized basis to (2) the annualized
amount of debt
service payable on that Co-op Loan.
"Default Interest": With respect to any Loan, Junior Loan or
REO
Loan, any amounts collected thereon, other than late payment
charges or
prepayment consideration, that represent interest in excess of
interest accrued
on the principal balance of such Loan, Junior Loan or REO Loan at
the related
Mortgage Rate, such excess interest arising out of a default
thereunder.
"Defaulted Loan": A Loan, Junior Loan or Companion Loan that is
(i)
at least 60 days delinquent in respect of its Monthly Payments, or
(ii)
delinquent in respect of its Balloon Payment, if any, in each case,
without
giving effect to any grace period permitted by the related Mortgage
or Note or
if any non-monetary event of default occurs that results in the
Loan, Junior
Loan or Companion Loan becoming a Specially Serviced Loan;
provided, however,
that no Monthly Payment (other than a Balloon Payment) shall be
deemed
delinquent if less than ten dollars of all amounts due and payable
on such Loan,
Companion Loan or related Junior Loan has not been received.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": As defined in Section 3.08.
"Defeasance Loan": As defined in Section 3.08.
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Loan (other than any
Loan
that constitutes part of a Serviced Loan Combination), the 280 Park
Avenue Total
Loan, the 828-850 Madison Avenue Total Loan, the 3434 North
Washington Boulevard
Total Loan, the 500 Sansome Office Total Loan or any CBA A/B Loan
Pair, a
valuation by a court of competent jurisdiction of the related
Mortgaged Property
in an amount less than the then outstanding principal balance of
such Loan, 280
Park Avenue Total Loan, 828-850 Madison Avenue Total Loan, 3434
North Washington
Boulevard Total Loan, 500 Sansome Office Total Loan or such CBA A/B
Loan Pair,
as the case may be, which valuation results from a proceeding
initiated under
the Bankruptcy Code.
"Definitive Certificate": A Certificate issued in registered,
definitive physical form.
"Depositor": Credit Suisse First Boston 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.
"Determination Date": With respect to any Distribution Date,
the
close of business on the 11th day of the month in which such
Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day
immediately
following such 11th day.
"Directing Certificateholder": The Controlling Class
Certificateholder, or its designee, selected by the holders or
beneficial owners
of more than 50% of the Percentage Interests in the Controlling
Class, by
Certificate Principal Balance, as certified by the Trustee from
time to time,
and as shall be evidenced by notice delivered by the Directing
Certificateholder
to the parties hereto and the prior Directing Certificateholder, if
any;
provided, however, that until a Directing Certificateholder is so
selected or
after receipt of a notice from the Holders of more than 50% of the
Percentage
Interests in the Controlling Class that a Directing
Certificateholder is no
longer designated, the Controlling Class Certificateholder that
beneficially
owns the largest aggregate Certificate Principal Balance of the
Controlling
Class shall be the Directing Certificateholder. The initial
Directing
Certificateholder will be Hyperion Brookfield Asset Management Inc.
No
appointment of any other Person as a Directing Certificateholder
shall be
effective until such Person provides the Trustee, the Master
Servicers and the
Special Servicers with written confirmation of its acceptance of
such
appointment, an address and telecopy number for the delivery of
notices and
other correspondence and a list of officers or employees of such
Person with
whom the parties to this Agreement may deal (including their names,
titles, work
addresses and telecopy numbers). If no Person is appointed a
Directing
Certificateholder, the Master Servicers, the Special Servicers and
the Trustee
shall not be required to recognize the Controlling Class
Certificateholder that
beneficially owns the largest aggregate Certificate Principal
Balance of the
Controlling Class as the Directing Certificateholder until such
Controlling
Class Certificateholder provides an address and telecopy number for
the delivery
of notices and other correspondence and a list of officers or
employees of such
Person with whom the parties to this Agreement may deal (including
their names,
titles, work addresses and telecopy numbers). With respect to the
280 Park
Avenue Total Loan and any approval and consent rights in this
Agreement with
respect to the 280 Park Avenue Total Loan, the holder of the 280
Park Avenue
Loan shall exercise such rights in accordance with the 280 Park
Avenue
Intercreditor Agreement, provided that the Directing
Certificateholder may
exercise the portion of such rights allocated to the 280 Park
Avenue Loan.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof that are not
(within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5)) customarily
provided to
tenants in connection with the rental of space for occupancy, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale to customers in the ordinary course of a trade or business,
the performance
of any construction work thereon or any use of such REO Property in
a trade or
business conducted by the Trust Fund, in each case other than
through an
Independent Contractor; provided, however, that the Trustee (or the
applicable
Master Servicer or Special Servicer on behalf of the Trustee) shall
not be
considered to Directly Operate an REO Property solely because the
Trustee (or
the applicable Master Servicer or 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 (of the
type that
would be deductible under Section 162 of the Code) or capital
expenditures with
respect to such REO Property.
"Disclosure Documents": Collectively, the Time of Sale
Information
and the Prospectus.
"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
that is a corporation if all of its activities are subject to tax
and, except
for FHLMC, 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)
that 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 Master
Servicer or the
Certificate Administrator based upon an Opinion of Counsel provided
to the
Certificate Administrator (which shall not be an expense of the
Certificate
Administrator) that the holding of an Ownership Interest in a Class
R
Certificate by such Person may cause the 828-850 Madison Avenue
Loan REMIC, the
Lower-Tier REMIC or the Upper-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 Class R 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.
"Distribution Account": The account, accounts or, subject to
Section
3.04(i), sub-accounts (including sub-accounts for the Lower-Tier
REMIC and the
Upper-Tier REMIC) created and maintained by the Certificate
Administrator,
pursuant to Section 3.04(b), in trust for the Certificateholders,
which, subject
to Section 3.04(i), shall be entitled "LaSalle Bank National
Association, as
Certificate Administrator, for the benefit of Holders of Credit
Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2006-C4, Distribution Account." Any such account or
sub-account shall be
an Eligible Account or, subject to Section 3.04(i), a sub-account
of an Eligible
Account.
"Distribution Date": With respect to any month, the fourth
Business
Day after the Determination Date of such month, commencing in
October 2006.
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicers, Special
Servicers,
Certificate Administrator and Trustee, which lists certain parties
identified by
the Depositor as having materially failed to comply with their
respective
obligations under Article XI of this Agreement or as having
materially failed to
comply with any similar Regulation AB reporting requirements under
any pooling
and servicing agreement relating to any other series of
certificates offered by
the Depositor.
"Due Date": With respect to (i) any Loan, Companion Loan or
Junior
Loan, on or prior to its Maturity Date, the day of the month set
forth in the
related Note on which each Monthly Payment thereon is scheduled to
be first due
(without giving effect to any grace period with respect to late
Monthly
Payments), (ii) any Loan, Companion Loan or Junior Loan, after the
Maturity Date
therefor, the day of the month set forth in the related Note on
which each
Monthly Payment on such Loan, Companion Loan or Junior Loan had
been scheduled
to be first due (without giving effect to any grace period) and
(iii) any REO
Loan, the day of the month set forth in the related Note on which
each Monthly
Payment on the related Loan, Companion Loan or Junior Loan, as
applicable, had
been scheduled to be first due (without giving effect to any grace
period).
"Due Period": With respect to each Distribution Date, the
period
commencing immediately following the Determination Date in the
calendar month
preceding the month in which such Distribution Date occurs and
ending on and
including the Determination Date in the calendar month in which
such
Distribution Date occurs.
"EDGAR" The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the
receipt,
acceptance, review and dissemination of documents submitted to the
Commission in
electronic format.
"Eligible Account": Either (i) an account or accounts
maintained
with a federal or state chartered depository institution or trust
company
(including the Trustee or the Certificate Administrator) the
long-term unsecured
debt obligations of which are rated at least "AA" by S&P and
Fitch (or, in
either case, "A" if the short-term debt obligations thereof have a
short-term
rating of not less than "A-1" by S&P or "F1" by Fitch, as
applicable), if the
deposits are to be held in such account for more than 30 days, or
the short-term
debt obligations of which have a short-term rating of not less than
"A-1" by S&P
and "F1" by Fitch, if the deposits are to be held in such account
for 30 days or
less, or 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 that are currently being rated by such
Rating Agency
will not be qualified (as applicable), 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 a combined capital and
surplus of at
least $50,000,000 and 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), (iii) in the case of Reserve Accounts and
Servicing
Accounts with respect to NCB Loans, any account maintained with
NCB, FSB
(provided that NCB, FSB has a combined capital and surplus of at
least
$40,000,000), (iv) an account or accounts maintained with KeyBank
so long as
KeyBank shall have a long-term unsecured debt rating of at least
"A" from each
of S&P and Fitch and a short-term rating of at least "A-1" from
S&P and "F1"
from Fitch, or (v) 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 Companion Loan
Securities that are
currently being rated by such Rating Agency will not be qualified
(as
applicable), downgraded or withdrawn by reason thereof. Eligible
Accounts may
bear interest. No Eligible Account shall be evidenced by a
certificate of
deposit, passbook or other similar instrument.
"Environmental Assessment": A "Phase I environmental assessment"
as
described in and meeting the criteria of the American Society of
Testing
Materials Standard E 1527-94 or any successor thereto published by
the American
Society of Testing Materials.
"Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is
maintained from
time to time in respect of such Loan or the related Mortgaged
Property.
"Environmental Insurer": The provider of insurance pursuant to
any
Environmental Insurance Policy.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payment": Any payment received by a Master Servicer for
the
account of any Borrower for application toward the payment of real
estate taxes,
assessments, Insurance Policy premiums and similar items in respect
of the
related Mortgaged Property, including amounts for deposit to any
reserve
account.
"Euroclear": The Euroclear System.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the ARD Loans or any
successor REO Loan with respect thereto, interest accrued on such
ARD Loan or
REO Loan, as the case may be, and allocable to the Excess Rate. The
Excess
Interest is an asset of the Trust Fund, but shall not be an asset
of any Trust
REMIC.
"Excess Liquidation Proceeds": The excess, if any, of (a) the
Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Loan
or REO Property, net of (i) interest on any related Advances and
(ii) any
related Servicing Advances, over (b) the amount needed to pay off
in full such
Loan (or if such amount relates to a Loan Combination, the amount
needed to pay
off such Loan Combination) or the related REO Loan(s) and all
amounts due with
respect thereto.
"Excess Liquidation Proceeds Account": The trust account,
accounts
or, subject to Section 3.04(i), sub-account created and maintained
by the
Certificate Administrator, pursuant to Section 3.04(d), in trust
for the
Certificateholders, which, subject to Section 3.04(i), shall be
entitled
"LaSalle Bank National Association, as Certificate Administrator in
trust for
the registered holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4." The
Excess
Liquidation Proceeds Account shall be an asset of the Lower-Tier
REMIC (other
than with respect to the 828-850 Madison Avenue Loan REMIC), and
with respect to
the 828-850 Madison Avenue Loan REMIC shall be an "outside reserve
fund"
beneficially owned by the Holders of the Class R Certificates, who
shall be
treated as the beneficial owners thereof for federal income tax
purposes and
taxable on all reinvestment income thereon, and (notwithstanding
that such funds
are to be held for the benefit of the Holders of the Regular
Certificates until
the termination of the Trust Fund pursuant to Section 9.01 hereof)
to whom any
distribution of Excess Liquidation Proceeds from the 828-850
Madison Avenue Loan
REMIC shall be deemed to be made. Any such account or, subject to
Section
3.04(i), sub-account shall be an Eligible Account.
"Excess Rate": With respect to each ARD Loan (and each REO Loan
that
relates to an ARD Loan) after the related Anticipated Repayment
Date, the excess
of (i) the applicable Revised Rate over (ii) the applicable
Mortgage Rate, each
as initially set forth in the Mortgage Loan Schedule.
"Excess Servicing Strip": Solely with respect to the Loans
serviced
by Master Servicer No. 1 and Master Servicer No. 2, with respect to
any Loan or
any successor REO Loan with respect thereto, the portion of the
related Master
Servicing Fee calculated at an annual rate equal to the excess, if
any, of the
related Master Servicing Fee Rate over 0.005% (0.5 basis points)
per annum,
subject to reduction by the Trustee pursuant to Section
3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Exchange Act Report": The monthly Statement to
Certificateholders
to be filed with the Commission, under cover of the related form
required by the
Exchange Act.
"Exemption Favored Party": Any of (i) Credit Suisse Securities
(USA)
LLC, (ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Credit
Suisse Securities
(USA) LLC, and (iii) any member of any underwriting syndicate or
selling group
of which any Person described in clauses (i) and (ii) is a manager
or co-manager
with respect to a Class of Certificates (other than the Class R and
Class V
Certificates) that is investment grade rated by at least one Rating
Agency.
"Fair Value": As defined in Section 3.18(b).
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any
successor.
"Final Distribution Date": The final Distribution Date on which
any
distributions are to be made hereunder on the Certificates in
connection with
the termination of the Trust.
"Final Recovery Determination": A determination by the
applicable
Special Servicer with respect to any defaulted Loan, Junior Loan or
any REO
Property that there has been a recovery of all Insurance and
Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries
that, in the
Special Servicer's reasonable good faith judgment, 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.
"Fitch": Fitch, Inc. or its successor in interest. If neither
such
rating agency nor any successor remains in existence, "Fitch" shall
be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the other parties hereto, and specific ratings of
Fitch, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated. References herein to "applicable rating category"
(other than such
references to "highest applicable rating category") shall, in the
case of Fitch,
be deemed to refer to such applicable rating category of Fitch,
without regard
to any plus or minus or other comparable rating qualification.
"Floating Rate Account": The account, accounts or, subject to
Section 3.04(j), sub-accounts created and maintained by the
Certificate
Administrator, pursuant to Section 3.04(c), in trust for the Class
A-4FL
Certificateholders, which, subject to Section 3.04(j), shall be
entitled
"LaSalle Bank National Association, as Certificate Administrator,
for the
benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4,
Class A-4FL,
Floating Rate Account." Any such account or sub-account shall be an
Eligible
Account or, subject to Section 3.04(j), a sub-account of an
Eligible Account.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"Form 8-K Disclosure Information": As defined in Section 11.09.
"GAAP": Generally Accepted Accounting Principles in the United
States.
"Global Certificate": With respect to any Class of
Non-Registered
Certificates, any related Regulation S Global Certificate or Rule
144A Global
Certificate.
"Grantor Trust": The portion of the Trust Fund consisting of (i)
the
Broker Strip Interest and any amounts on deposit in the Collection
Account
representing the Broker Strip Interest, (ii) the Excess Interest
and the 828-850
Madison Avenue Loan REMIC Residual Interest and the respective
proceeds thereof
in the Grantor Trust Distribution Account, and (iii) the Class
A-4FL Regular
Interest, the Swap Contract and the Floating Rate Account, intended
to be
treated as a grantor trust as defined under subpart E of Part 1 of
subchapter J
of the Code.
"Grantor Trust Distribution Account": The trust account,
accounts
or, subject to Section 3.04(i), sub-account created and maintained
by the
Certificate Administrator, pursuant to Section 3.04(c), in trust
for the
Certificateholders, which, subject to Section 3.04(i), shall be
entitled
"LaSalle Bank National Association, as Certificate Administrator in
trust for
Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2006-C4, Grantor Trust
Distribution
Account" and which shall be an Eligible Account or, subject to
Section 3.04(i),
a sub-account of an Eligible Account. The Grantor Trust
Distribution Account
shall not be an asset of any Trust REMIC.
"Group A Loan": Any Loan identified on the Mortgage Loan Schedule
as
belonging to Servicing Group A, together with any other Loan that
is substituted
in replacement thereof pursuant to or as contemplated by the
related Mortgage
Loan Purchase Agreement.
"Group B Loan": Any Loan identified on the Mortgage Loan Schedule
as
belonging to Servicing Group B, together with any other 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 specified Person,
any
such Person that (i) is in fact independent of the Depositor, each
Junior Loan
Holder, each Master Servicer, each Special Servicer, the Trustee,
the
Certificate Administrator and any and all Affiliates thereof, (ii)
does not have
any material direct financial interest in or any material indirect
financial
interest in any of the Depositor, any Junior Loan Holder, any
Master Servicer,
any Special Servicer or any Affiliate thereof, and (iii) is not
connected with
the Depositor, any Junior Loan Holder, any Master Servicer, any
Special Servicer
or any Affiliate thereof as an officer, employee, promoter,
underwriter,
trustee, partner, director or Person performing similar functions;
provided,
however, that a Person shall not fail to be Independent of the
Depositor, any
Junior Loan Holder, any Master Servicer, any Special Servicer, the
Trustee, the
Certificate Administrator or any Affiliate thereof merely because
such Person is
the beneficial owner of 1% or less of any class of debt or equity
securities
issued by the Depositor, such Junior Loan Holder, such Master
Servicer, such
Special Servicer, the Trustee, the Certificate Administrator or any
Affiliate
thereof, as the case may be, provided that such ownership
constitutes less than
1.0% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust Fund within the
meaning of
Section 856(d)(3) of the Code if the Trust Fund 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 Certificate Administrator, the Master
Servicer or
the Trust, delivered to the Trustee, the Certificate Administrator
and the
applicable Master Servicer), so long as the Trust Fund does not
receive or
derive any income from such Person and provided that the
relationship between
such Person and the Trust Fund is at arm's length, all within the
meaning of
Treasury Regulations Section 1.856-4(b)(5) (except that no Master
Servicer or
Special Servicer shall be considered to be an Independent
Contractor under the
definition in this clause (i) unless an Opinion of Counsel (at the
expense of
the party seeking to be deemed an Independent Contractor) has been
delivered to
the Trustee to that effect or (ii) any other Person (including the
Master
Servicers and the Special Servicers) upon receipt by the Trustee,
the
Certificate Administrator and the applicable Master Servicer of an
Opinion of
Counsel (at the expense of the party seeking to be deemed an
Independent
Contractor), 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
(provided that such income would otherwise so qualify).
"Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the
time of such
appointment, at any time after appointment, or at any time in the
preceding five
years, (i) a direct or indirect legal or beneficial owner in such
entity or any
of its affiliates, (ii) a creditor, supplier, employee, officer,
director,
manager or contractor of such entity or any of its affiliates,
(iii) a person
who controls such entity or any of its affiliates, or (iv) a member
of the
immediate family of a person defined in (i), (ii) or (iii)
above.
"Initial LTV Co-op Basis": With respect to any Co-op Loan, the
related loan-to-value ratio specified on the Mortgage Loan
Schedule.
"Initial Purchaser": Credit Suisse Securities (USA) LLC, as
initial
purchaser of the Non-Registered Certificates.
"Initial Resolution Period": As defined in Section 2.03(b).
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"Institutional Lender/Owner": One or more of the following: (i)
a
bank, saving and loan association, investment bank, insurance
company, real
estate investment trust, trust company, commercial credit
corporation, pension
plan, pension fund or pension advisory firm, mutual fund,
government entity or
plan, (ii) an investment company, money management firm or
"qualified
institutional buyer" within the meaning of Rule 144A under the
Securities Act,
which is regularly engaged in the business of making or owning
mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a
trustee in
connection with a securitization of the mezzanine loan, so long as
such trustee
or the servicer therefor is an entity that otherwise would be an
Institutional
Lender/Owner, (iv) an institution substantially similar to any of
the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this
definition, which (A)
has total assets (in name or under management) in excess of
$600,000,000 and
(except with respect to a pension advisory firm or similar
fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000
and (B) is
regularly engaged in the business of making or owning commercial
loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of
the entities
described in clause (i) above. For purposes of this definition
only, "Control"
means the ownership, directly or indirectly, in the aggregate of
more than fifty
percent (50%) of the beneficial ownership interests of an entity
and the
possession, directly or indirectly, of the power to direct or cause
the
direction of the management or policies of an entity, whether
through the
ability to exercise voting power, by contract or otherwise
("Controlled" has the
meaning correlative thereto). The applicable Special Servicer shall
obtain from
the proposed transferee, and shall be entitled to rely on, (i) an
officer's
certificate of a proposed transferee that such transferee satisfies
the
requirements of this definition and (ii) in the case of any
proposed transferee
that is an entity described in and meeting the criteria in clauses
(i)-(iv) of
the immediately preceding sentence, the most recent financial
statements of such
transferee.
"Insurance and Condemnation Proceeds": All proceeds (net of
expenses
of collection) 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 Borrower, in either case, in accordance with the
Servicing
Standard.
"Insurance Policy": With respect to any Loan, Junior Loan or
REO
Property, any hazard insurance policy, flood insurance policy,
title insurance
policy, earthquake insurance policy, environmental insurance
policy, business
interruption insurance policy or other insurance policy that is
maintained from
time to time in respect of such Loan, Junior Loan (or the related
Mortgaged
Property) or such REO Property, as the case may be.
"Insured Environmental Event": As defined in Section 3.07.
"Intercreditor Agreement": The 828-850 Madison Avenue
Intercreditor
Agreement, the 280 Park Avenue Intercreditor Agreement, the 3434
North
Washington Boulevard Intercreditor Agreement, the 500 Sansome
Office
Intercreditor Agreement or any CBA Intercreditor Agreement,
individually or
collectively, as the case may be.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-4FL Certificates), the Class
A-4FL Regular
Interest, any Uncertificated Lower-Tier Interest or the 828-850
Madison Avenue
Loan REMIC Regular Interest and any Distribution Date, the calendar
month
preceding the month in which such Distribution Date occurs. With
respect to the
Class A-4FL Certificates for any Distribution Date 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, from and including the Closing Date) to, but excluding, the
related
Distribution Date; except that, if the Swap Agreement is terminated
and not
replaced or if there exists a continuing payment default by the
Swap
Counterparty under the Swap Agreement, then the Interest Accrual
Period with
respect to the Class A-4FL Certificates for any Distribution Date
will be the
same as the Interest Accrual Period for the Class A-4FL Regular
Interest. Each
Interest Accrual Period with respect to any Class of Regular
Certificates (other
than the Class A-4FL Certificates), the Class A-4FL Regular
Interest or any
Uncertificated Lower-Tier Interest shall be deemed for purposes of
this
definition to consist of 30 days. Each Interest Accrual Period with
respect to
the Class A-4FL Certificates shall be based upon the actual number
of days in
the related Interest Accrual Period; except that, if the Swap
Agreement is
terminated and not replaced or if there exists a continuing payment
default by
the Swap Counterparty under the Swap Agreement, then any Interest
Accrual Period
with respect to the Class A-4FL Certificates will also be deemed to
consist of
30 days.
"Interest-Only Certificates": Collectively, the Class A-X,
Class
A-SP and Class A-Y Certificates.
"Interest Reserve Account": The account, accounts or, subject
to
Section 3.04(i), sub-accounts created and maintained by the
Certificate
Administrator, pursuant to Section 3.28, in trust for the
Certificateholders,
which, subject to Section 3.04(i), shall be entitled "LaSalle Bank
National
Association, as Certificate Administrator in trust for the
registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2006-C4, Interest Reserve
Account," and which
shall be an Eligible Account or, subject to Section 3.04(i), a
sub-account of an
Eligible Account.
"Interest Reserve Loan": Any Loan that accrues interest on an
Actual/360 Basis (or any successor REO Loan with respect thereto),
and in the
case of the 828-850 Madison Avenue Loan, the 828-850 Madison Avenue
Loan REMIC
Regular Interest.
"Interest Shortfall Amount": As to any Distribution Date and
any
Class of Regular Certificates or the Class A-4FL Regular Interest,
the amount,
if any, by which the amount distributed on such Class on such
Distribution Date
in respect of interest is less than the related Optimal Interest
Distribution
Amount.
"Interested Person": The Depositor, any Master Servicer, any
Special
Servicer, any Independent Contractor engaged by a Special Servicer,
any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.
"Junior Loans": The 828-850 Madison Avenue Junior Loan, 3434
North
Washington Boulevard Junior Loan, the 500 Sansome Office Junior
Loan and the CBA
B Loans, collectively or individually, as the case may be, each of
which are
subordinate in right of payment to the related A Loan.
"Junior Loan Custodial Account": Each of the custodial accounts
or,
subject to Section 3.04(h), sub-accounts (none of which are
included in the
Trust Fund) created and maintained by the applicable Master
Servicer pursuant to
Section 3.04 on behalf of the respective Junior Loan Holders. Each
Junior Loan
Custodial Account shall be maintained as an Eligible Account or,
subject to
Section 3.04(h), a sub-account of an Eligible Account.
"Junior Loan Holder": Any holder of a Junior Loan or any
successor
REO Loan with respect thereto.
"KeyBank": KeyBank National Association, a national banking
association, and its successors in interest.
"KeyBank Loans": The mortgage loans transferred to the
Depositor
pursuant to the KeyBank Mortgage Loan Purchase Agreement and
identified on
Schedule II thereto, together with any mortgage loans substituted
in replacement
thereof pursuant to the KeyBank Mortgage Loan Purchase
Agreement.
"KeyBank Mortgage Loan Purchase Agreement": The agreement
between
the Depositor as purchaser and the KeyBank Mortgage Loan Seller as
seller, dated
as of September 1, 2006, relating to the transfer of all of the
KeyBank Mortgage
Loan Seller's right, title and interest in and to the mortgage
loans identified
on Schedule II thereto.
"KeyBank Mortgage Loan Seller": KeyBank National Association, a
national banking association, and its successors in interest.
"KRECM": KeyCorp Real Estate Capital Markets, Inc., an Ohio
corporation, and its successors in interest.
"LaSalle": LaSalle Bank National Association, a national
banking
association, and its successors in interest.
"LaSalle Mortgage Loan Purchase Agreement": The agreement
between
the Depositor as purchaser and the LaSalle Mortgage Loan Seller as
seller, dated
as of September 1, 2006, relating to the transfer of all of the
LaSalle Mortgage
Loan Seller's right, title and interest in and to the mortgage
loans identified
on Schedule II thereto.
"LaSalle Mortgage Loan Seller": LaSalle Bank National Association,
a
national banking association, and its successors in interest.
"Late Collections": With respect to any Loan, Companion Loan or
Junior Loan, all amounts (except Penalty Charges) received thereon
during any
Due Period, 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 Loan, Companion
Loan or Junior
Loan (without regard to any acceleration of amounts due thereunder
by reason of
default) on a Due Date in a previous Due Period and not previously
received.
With respect to any REO Loan, all amounts (except Penalty Charges)
received in
connection with the related REO Property during any Due Period,
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 Loan (or
predecessor
Companion Loan or Junior Loan, as the case may be) (without regard
to any
acceleration of amounts due under the predecessor Loan (or
predecessor Companion
Loan or Junior Loan, as the case may be) by reason of default) on a
Due Date in
a previous Due Period and not previously received.
"LIBOR": With respect to the Class A-4FL Certificates, the
meaning
given such term in the Swap Agreement.
"Liquidation Event": With respect to any Loan or REO Property,
any
of the following events: (i) payment in full of such Loan; (ii) the
making of a
Final Recovery Determination with respect to such Loan or REO
Property; (iii)
the repurchase or replacement of such Loan (or portion thereof with
respect to
the Ritz Carlton Mortgage Loan) by or on behalf of the related
Responsible Party
pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or, in the
case of a CSMC Loan, pursuant to the Column Performance Guarantee;
(iv) the
purchase of such Loan or REO Property by the Directing
Certificateholder or the
Special Servicer or any assignee or Affiliate of either of the
foregoing
pursuant to Section 3.18; (v) in the case of any Loan Combination
for which the
related Intercreditor Agreement so provides, the purchase of the
related A Loan
by a related Junior Loan Holder or Companion Loan Holder; (vi) the
purchase of
such Loan by a related mezzanine lender pursuant to the terms of
any related
intercreditor agreement; (vii) the sale or other liquidation of
such REO
Property hereunder; or (viii) the purchase of such Loan or REO
Property) by the
Holders of more than 50% of the Percentage Interests in the
Controlling Class, a
Special Servicer or a Master Servicer pursuant to Section 9.01.
"Liquidation Fee": A fee payable to the applicable Special
Servicer
with respect to each Specially Serviced Loan or REO Loan as to
which the
applicable Special Servicer receives a full or discounted payoff
with respect
thereto from the related Borrower or any Liquidation Proceeds with
respect
thereto, equal to the product of the Liquidation Fee Rate and the
proceeds of
such full or discounted payoff or the net Liquidation Proceeds (net
of the
related costs and expenses associated with the related liquidation)
related to
such liquidated Specially Serviced Loan or REO Loan, as the case
may be;
provided, however, that no Liquidation Fee shall be payable with
respect to
clauses (iii) (so long as the subject repurchase occurs within the
applicable
cure period set forth in the related Mortgage Loan Purchase
Agreement, as
extended), (iv), (v) (with respect to purchases of the Defaulted
Loan by the
related Junior Loan Holder or Companion Loan Holder, so long as
such repurchase
occurs within 60 days (or 90 days in the case of the 828-850
Madison Avenue
Loan) from the date the related Loan becomes a Specially Serviced
Loan, and in
any case, no such fee is payable with respect to a purchase of the
3434 North
Washington Boulevard Loan), (vi) (so long as the subject purchase
occurs within
the time period required under the related intercreditor agreement,
or if no
such time period is set forth therein, within 60 days after such
mezzanine
lender receives notice of the default giving rise to the purchase
option) or,
(vii) of the definition of "Liquidation Proceeds".
"Liquidation Fee Rate": As defined in Section 3.11.
"Liquidation Proceeds": Cash amounts (other than REO Revenues)
actually received by or on behalf of the Trust, net of expenses, in
connection
with: (i) the liquidation of a Mortgaged Property or other
collateral
constituting security for a defaulted Loan or Loan Combination
(including in the
case of any Loan Combination, the default of the related Loan,
Companion Loan or
Junior Loan, as applicable, collectively), through trustee's sale,
foreclosure
sale, REO Disposition or otherwise, exclusive of any portion
thereof required to
be released to the related Borrower; (ii) the realization upon any
deficiency
judgment obtained against a Borrower; (iii) the purchase of a
Defaulted Loan by
the Directing Certificateholder or the applicable Special Servicer
or any
assignee or Affiliate of either of the foregoing pursuant to
Section 3.18; (iv)
the repurchase or replacement of a Loan by or on behalf of the
related
Responsible Party pursuant to Section 7 of the related Mortgage
Loan Purchase
Agreement or, in the case of a CSMC Loan, pursuant to the Column
Performance
Guarantee; (v) in the case of any Loan Combination for which the
related
Intercreditor Agreement so provides, the purchase of the related A
Loan by any
related Junior Loan Holder or Companion Loan Holder; (vi) the
purchase of any
Loan or Loan Combination by a related mezzanine lender; or (vii)
the purchase of
all Loans by Holders of more than 50% of the Percentage Interests
in the
Controlling Class, a Special Servicer or a Master Servicer pursuant
to Section
9.01.
"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
(including, for the avoidance of doubt, the Defeasance Loans and
the Additional
Collateral Loans), and any Loan that becomes a Specially Serviced
Loan, but
which does not include any Junior Loan or any Companion Loan. As
used herein,
the term "Loan" includes the related Note, Mortgage and other
documents
contained in the related Mortgage File and any related
agreements.
"Loan Agreement": With respect to any Loan or Junior Loan, the
loan
agreement, if any, between the related Mortgage Loan Originator and
the
Borrower, pursuant to which such Loan or Junior Loan was made.
"Loan Combination": With respect to any A Loan, such A Loan and
the
related Junior Loan(s) and/or Companion Loan, collectively.
"Loan Document(s)": With respect to each Loan, Companion Loan
or
Junior Loan, to the extent applicable, the Loan Agreement, the
Mortgage, the
Note, the Assignment of Leases (if separate from the Mortgage), the
Security
Agreement, any cash management agreement, any ground lease, any
letters of
credit, escrow or reserve account information relating to the
Additional
Collateral Loans, any UCC Financing Statements, the title insurance
policy, all
surveys, all insurance policies, any environmental liability
agreements, any
escrow agreements for improvements or lease-up, any guaranties
related to such
Loan, Companion Loan or Junior Loan, any prior assignments of
mortgage in the
event that the originator is not the originator of record, any
Management
Agreement, any collateral assignments of property management
agreements and
other services agreements required by the applicable commitment and
other loan
documents, any preferred equity and mezzanine loan documents and
all
modification, consolidation and extension agreements, if any.
"Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.
"Loan Group No. 1": Collectively, all of the Loans that are
identified on the Mortgage Loan Schedule as belonging to Loan Group
No. 1 and
any successor REO Loans with respect thereto.
"Loan Group No. 2": Collectively, all of the Loans that are
identified on the Mortgage Loan Schedule as belonging to Loan Group
No. 2 and
any successor REO Loans with respect thereto.
"Loan-to-Value Ratio": With respect to any Loan, as of any date
of
determination, the fraction, expressed as a percentage, the
numerator of which
is the principal balance of such Loan at the time of determination,
and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a
Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially
owned for federal
income tax purposes by the Person who is entitled to receive the
reinvestment
income or gain thereon in accordance with the terms and provisions
of the
related Loan and Section 3.06, which Person (and not the Trust) may
be taxed on
all reinvestment income or gain thereon. The applicable Master
Servicer shall be
permitted to make withdrawals therefrom for deposit into the
related Cash
Collateral Accounts.
"Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator
or the
applicable Mortgage Loan Seller and the related Borrower, pursuant
to which the
related Lock-Box Account may have been established.
"Lower-Tier Notional Balance": With respect to the Class LA-Y
Lower-Tier Interest, as of any date of determination, a notional
amount equal to
the then Class A-Y Notional Amount.
"Lower-Tier Principal Amount": With respect to any
Uncertificated
Lower-Tier Interest (other than the Class LA-Y Lower-Tier
Interest), as of any
date of determination, a principal amount equal to the Original
Lower-Tier
Principal Amount of such Uncertificated Lower-Tier Interest as
specified in the
Preliminary Statement hereto, as such principal amount may be
permanently
reduced (to not less than zero) on each Distribution Date
coinciding with or
preceding such date of determination by (i) any deemed
distributions of
principal with respect to such Uncertificated Lower-Tier Interest
on the subject
Distribution Date pursuant to Section 4.01 and (ii) any Collateral
Support
Deficit allocated to such Uncertificated Lower-Tier Interest on the
subject
Distribution Date pursuant to Section 4.04.
"Lower-Tier REMIC": One of three separate REMICs comprising the
Trust Fund, the assets of which consist of the Loans (other than
the 828-850
Madison Avenue Loan and exclusive of any Broker Strip Interest and
any Excess
Interest thereon), the 828-850 Madison Avenue Loan REMIC Regular
Interest, any
REO Property with respect thereto (exclusive of any interest
therein that a
Junior Loan Holder or Companion Loan Holder may have), such amounts
(exclusive
of any Broker Strip Interest and any Excess Interest) as shall from
time to time
be held in a Collection Account (other than with respect to the
828-850 Madison
Avenue Loan), the Interest Reserve Account (other than with respect
to the
828-850 Madison Avenue Loan), the Closing Date Deposit Amount, any
REO Account
(exclusive of any such amounts that are allocable to a Junior Loan,
Companion
Loan or the 828-850 Madison Avenue Loan), if any, and related
amounts held in
the Distribution Account, and except as otherwise provided in this
Agreement,
all other property included in the Trust Fund that is not in the
Upper-Tier
REMIC, the 828-850 Madison Avenue Loan REMIC or designated as a
grantor trust
asset in the Preliminary Statement hereto.
"Lower-Tier Remittance Rate": With respect to any
Uncertificated
Lower-Tier Interest, for any Distribution Date, either: (a) in the
case of the
Class LA-Y Lower-Tier Interest, a per annum rate equal to the Class
A-Y
Pass-Through Rate for such Distribution Date and (b) in the case of
any other
Uncertificated Lower-Tier Interest, the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Loan, the
management
agreement, if any, by and between the Manager and the related
Borrower, or any
successor property management agreement between such parties.
"Manager": With respect to any Loan, any property manager for
the
related Mortgaged Property or Mortgaged Properties.
"Master Servicer": With respect to (a) the Group A Loans and
related
Junior Loans or Companion Loans and any related REO Properties, and
any matters
relating to the foregoing, Master Servicer No. 1, and (b) the Group
B Loans and
any related REO Properties, and any matters relating to the
foregoing, Master
Servicer No. 2.
"Master Servicer Account": As defined in Section 3.06(a).
"Master Servicer No. 1": KRECM, in its capacity as master
servicer
with respect to the Group A Loans and related Junior Loans or
Companion Loans
and any related REO Properties hereunder, or any successor master
servicer
appointed as provided herein with respect to the Group A Loans and
related
Junior Loans and any related REO Properties.
"Master Servicer No. 2": NCB, FSB, in its capacity as master
servicer with respect to the Group B Loans and any related REO
Properties
hereunder, or any successor master servicer appointed as provided
herein with
respect to the Group B Loans and any related REO Properties.
"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day preceding such Distribution Date, commencing
in October
2006.
"Master Servicing Fee": With respect to each Loan (and any
successor
REO Loan with respect thereto), the fee payable to the applicable
Master
Servicer pursuant to the first paragraph of Section 3.11(a),
computed on the
same basis and in the same manner as interest is computed on the
related Loan.
In the case of the 828-850 Madison Avenue Loan, "Loan" shall refer
to the
828-850 Madison Avenue Loan REMIC Regular Interest for purposes of
this
definition as the context requires.
"Master Servicing Fee Rate": With respect to each Mortgage Loan
and
REO Mortgage Loan, the rate per annum specified as such on the
Mortgage Loan
Schedule; with respect to each NCB Loan (or any successor REO Loan
with respect
thereof), 0.08% per annum; with respect to the 3434 North
Washington Boulevard
Junior Loan, 0.01% per annum, with respect to the Companion Loan,
0.01% per
annum and with respect to the 828-850 Madison Avenue Junior Loan,
0.03% per
annum . In the case of the 828-850 Madison Avenue Loan, "Loan"
shall refer to
the 828-850 Madison Avenue Loan REMIC Regular Interest for purposes
of this
definition as the context requires.
"Material Breach": As defined in Section 2.03(b).
"Material Document Defect": As defined in Section 2.03(b).
"Maturity Date": With respect to any Loan, Companion Loan or
Junior
Loan, as of any date of determination, the date on which the last
payment of
principal is due and payable under the related 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 Loan,
Companion Loan or Junior Loan by reason of default thereunder, (ii)
any grace
period permitted by the related Note or (iii) any modification,
waiver or
amendment of such Loan, Companion Loan or Junior Loan granted or
agreed to by
the applicable Master Servicer or Special Servicer pursuant to
Section 3.20
occurring prior to such date of determination.
"Mezzanine Loan": Any loan constituting "Mezzanine Debt," a
"Mezzanine Loan" or "Future Mezzanine Debt" as identified in
Exhibit C-2 hereto.
"Mezzanine Loan Collateral": With respect to any Mezzanine Loan,
any
stock, partnership interests, membership interests or other equity
interest in
the related Borrower that has been pledged pursuant to such
Mezzanine Loan.
"Mezzanine Loan Holder": With respect to any Mezzanine Loan,
the
Holder or obligee thereof.
"Monthly Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates and the Class A-4FL Regular
Interest, an
amount of interest equal to (a) the Accrued Certificate Interest
Amount for such
Class for such Distribution Date, reduced (to not less than zero)
by (b) that
portion, if any, of the Uncovered Prepayment Interest Shortfall
Amount, if any,
for such Distribution Date that is allocable to such Class pursuant
to Section
4.05(a). As to any Distribution Date and any Uncertificated
Lower-Tier Interest,
an amount of interest equal to (a) the Uncertificated Accrued
Interest Amount
for such Uncertificated Lower-Tier Interest for such Distribution
Date, reduced
(to not less than zero) by (b) that portion, if any, of the
Uncovered Prepayment
Interest Shortfall Amount, if any, for such Distribution Date that
is allocable
to such Uncertificated Lower-Tier Interest pursuant to Section
4.05(b). As to
any Distribution Date and the 828-850 Madison Avenue Loan REMIC
Regular
Interest, an amount of interest equal to (a) the Uncertificated
Accrued Interest
Amount for the 828-850 Madison Avenue Loan REMIC Regular Interest
for such
Distribution Date, reduced (to not less than zero) by (b) that
portion, if any,
of the Uncovered Prepayment Interest Shortfall Amount, if any, for
such
Distribution Date, that is allocable to the 828-850 Madison Avenue
Loan REMIC
Regular Interest pursuant to Section 4.05. As to any Distribution
Date and any
Component of the Class A-X and Class A-SP Certificates, an amount
of interest
equal to (a) the Accrued Component Interest Amount for such
Component for such
Distribution Date, reduced (to not less than zero) by (b) that
portion, if any,
of the Uncovered Prepayment Interest Shortfall Amount, if any, for
such
Distribution Date that is allocable to such Component pursuant to
Section
4.05(a).
"Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal,
if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which
is payable
by the related Borrower on such Due Date under the related Note (as
such terms
may be changed or modified in connection with a bankruptcy or
similar proceeding
involving the related Borrower or by reason of a modification,
waiver or
amendment of such Loan granted or agreed to by the applicable
Master Servicer or
Special Servicer pursuant to Section 3.20), without regard to any
acceleration
of principal of such Loan by reason of a default thereunder. With
respect to an
REO Loan, the monthly payment that would otherwise have been
payable on the
related Due Date had the related Note not been discharged,
determined as set
forth in the preceding sentence and on the assumption that all
other amounts, if
any, due thereunder are paid when due.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency 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 other
parties
hereto, and specific ratings of Moody's Investors Service, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated. References herein to "applicable rating category"
(other than such
references to "highest applicable rating category") shall, in the
case of
Moody's, be deemed to refer to such applicable rating category of
Moody's,
without regard to any plus or minus or other comparable rating
qualification.
"Mortgage": With respect to any Loan or Junior Loan, the
mortgage,
deed of trust, deed to secure debt or other instrument securing a
Note and
creating a lien on the related Mortgaged Property.
"Mortgage File":
With respect to any Loan, the following documents on a
collective
basis:
(i) the original Note (or for the Ritz Carlton Mortgage Loan,
Notes, or a lost note affidavit with a customary
indemnification
provision), bearing, or accompanied by, all prior and
intervening
endorsements, assignments or allonges showing a complete chain
of
endorsement or assignment from the applicable Mortgage Loan
Originator either in blank or to the applicable Mortgage Loan
Seller, and further endorsed (at the direction of the Depositor
given pursuant to the related Mortgage Loan Purchase Agreement)
by
the applicable Mortgage Loan Seller, on its face or by allonge
attached thereto, without recourse, either in blank or 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
Credit
Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2006-C4, without recourse,
representation or warranty, express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof,
or if such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy
thereof
from the applicable recording office, and originals or
counterparts
(or originals, certified copies or copies from the applicable
recording
office) of any intervening assignments thereof from the
related Mortgage Loan Originator to the applicable Mortgage
Loan
Seller, in each case in the form submitted for recording or, if
recorded, with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from the
applicable Mortgage Loan Seller (or the applicable Mortgage
Loan
Originator) either in blank or to "Wells Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C4";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from
the
Mortgage) and the originals, counterparts or copies of any
intervening assignments thereof from the applicable Mortgage
Loan
Originator of the Loan to the applicable Mortgage Loan Seller,
in
each case in the form submitted for recording or, if recorded,
with
evidence of recording thereon;
(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 clause (iii) above), in
recordable form (except for any missing recording information
and,
if applicable, completion of the name of the assignee), from
the
applicable Mortgage Loan Seller (or the applicable Mortgage
Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C4";
(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 from
the
applicable Mortgage Loan Originator 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 and to
the
extent not already assigned pursuant to clause (iii) above),
from
the applicable Mortgage Loan Seller (or the applicable Mortgage
Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C4," which assignment may be included
as
part of an omnibus assignment covering other documents relating
to
the Loan (provided that such omnibus assignment is effective
under
applicable law);
(viii) originals or copies of all (A) assumption agreements,
(B)
modifications, (C) written assurance agreements and (D)
substitution agreements, together with any evidence of
recording
thereon or in the form submitted for recording, when appropriate,
in
those instances where the terms or provisions of the Mortgage,
Note
or any related security document have been modified or the 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), or if the
policy
has not yet been issued, the original or a copy of a binding
written
commitment (which may be a pro forma or specimen title
insurance
policy which has been accepted or approved in writing by the
related
title insurance company) or interim binder that is marked as
binding
and countersigned by the title company, insuring the priority of
the
Mortgage as a first lien on the related Mortgaged Property
(which
may be by means of executed escrow instructions), relating to
such
Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Loan;
(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the
filing or recording thereof or copies thereof in the form
submitted
for filing or recording (including the filing number or other
similar filing information) or, alternatively, other evidence
of
filing or recording (including the filing number or other
similar
filing information) acceptable to the Trustee (including,
without
limitation, evidence of such filed or recorded UCC Financing
Statement as shown on a written UCC search report from a
reputable
search firm, such as CSC/LexisNexis Document Solutions,
Corporation
Service Company, CT Corporation System and the like or printouts
of
on-line confirmations from such UCC filing or recording offices
or
authorized agents thereof) sufficient to perfect (and maintain
the
perfection of) the security interest held by the related
Mortgage
Loan Originator (and each assignee of record prior to the
Trustee)
in and to the personalty of the Borrower at the related
Mortgaged
Property, and original UCC Financing Statement assignments, in
a
form suitable for filing or recording, sufficient to assign
each
such UCC Financing Statement to the Trustee;
(xii) the original or copy of the power of attorney (with
evidence of recording thereon) granted by the Borrower if the
Mortgage, Note or other document or instrument referred to above
was
not signed by the Borrower;
(xiii) either: (A) for NCB Loans, an original or copy of any
subordination agreement, standstill agreement or other
intercreditor, co-lender or similar agreement relating to
subordinate indebtedness, including any mezzanine loan documents
or
preferred equity documents; or (B) for all other Loans with
respect
to any debt of a Borrower or mezzanine borrower permitted under
the
related Loan, an original or copy of a subordination agreement,
standstill agreement or other intercreditor, co-lender or
similar
agreement relating to such other debt, if any, including any
mezzanine loan documents or preferred equity documents, and a
copy
of the Note relating to such other debt (if such other debt is
also
secured by the related Mortgage);
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related account
control agreement;
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage), and an original or copy of
any
related Lock-Box Agreement or Cash Collateral Account Agreement
(if
separate from the related Mortgage and Loan Agreement);
(xvi) the originals of letters of credit, if any, relating to
the Loans and amendments thereto which entitle the Trust to
draw
thereon; provided that in connection with the delivery of the
Mortgage File to the Trust, such originals shall be delivered to
the
applicable Master Servicer and copies thereof shall be delivered
to
the
Trustee;
(xvii) any related environmental insurance policies and any
environmental guarantees or indemnity agreements or copies
thereof;
(xviii) originals or copies of the ground lease, ground lease
memorandum and ground lease estoppels, if any, and any originals
or
copies of amendments, modifications or extensions thereto, if
any;
(xix) for properties other than residential cooperative
properties, the original or copy of any property management
agreement;
(xx) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer/assignment documents;
(xxi) except in the case of NCB Loans, the checklist of the
related Loan Documents, if any, that is included in the
Mortgage
File for the related Loan;
(xxii) a copy of the mortgage note evidencing the related
Companion Loan or Junior Loan;
(xxiii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(xxiv) with respect to the 828-850 Madison Avenue Loan, the
original or a copy of the related REMIC Declaration.
Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to
include such
documents and instruments required to be included therein unless
they are
actually so received.
With respect to the Ritz Carlton Mortgage Loan, the delivery of
the
Mortgage File by either BCRE or Column shall satisfy the delivery
requirements
for both BCRE and Column.
"Mortgage Interest Accrual Period": With respect to any Loan,
the
period during which interest accrues pursuant to the related
Note.
"Mortgage Loan Originator": Any institution that originated a
Loan.
"Mortgage Loan Purchase Agreement": Any of the CSMC Mortgage
Loan
Purchase Agreement, the LaSalle Mortgage Loan Purchase Agreement,
the KeyBank
Mortgage Loan Purchase Agreement, the BCRE Mortgage Loan Purchase
Agreement or
the NCB, FSB Mortgage Loan Purchase Agreement.
"Mortgage Loan Schedule": The list of 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
Loan:
(i) the loan number (as specified in Annex A to the Prospectus
Supplement);
(ii) the property name;
(iii) the street address (including city, state and zip code)
of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at the Cut-off Date;
(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) remaining term to stated maturity, (b) Maturity
Date and (c) with respect to each ARD Loan, the Anticipated
Repayment Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;
(xi) the number of units, pads, rooms or square footage with
respect to the Mortgaged Property;
(xii) the Loan interest accrual method;
(xiii) the total of the Trustee Fee Rate, the applicable
Primary Servicing Fee Rate, the applicable Master Servicing Fee
Rate
and the applicable Broker Strip Rate, if any;
(xiv) the Due Date;
(xv) whether such loan is an ARD Loan;
(xvi) whether the Loan is subject to lockout/defeasance;
(xvii) whether the related Mortgaged Property was covered by
earthquake insurance at the time of origination, or if the loan
documents require such insurance;
(xviii) whether such Loan has the benefit of an Environmental
Insurance Policy;
(xix) whether such Loan is secured by the related Borrower's
interest in ground leases;
(xx) which Servicing Group includes such Loan;
(xxi) if such Loan is a Co-op Loan, the Initial LTV Co-op
Basis; and
(xxii) whether such Loan is secured by a letter of credit.
Such Mortgage Loan Schedule also shall set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Loans. Such list
may be in the form of more than one list, collectively setting
forth all of the
information required.
"Mortgage Loan Seller": Any of (i) the CSMC Mortgage Loan
Seller,
(ii) the LaSalle Mortgage Loan Seller, (iii) the KeyBank Mortgage
Loan Seller,
(iv) the BCRE Mortgage Loan Seller and (v) the NCB, FSB Mortgage
Loan Seller.
"Mortgage Pool": All of the Loans and any successor REO Loans
with
respect thereto, collectively, as of any particular date of
determination. The
Mortgage Pool shall not include any Companion Loan or Junior
Loan.
"Mortgage Rate": With respect to: (i) any Loan, Companion Loan
or
Junior Loan on or prior to its Maturity Date, the annual rate at
which interest
is scheduled (in the absence of a default and without giving effect
to any
Revised Rate) to accrue on such Loan, Companion Loan or Junior
Loan, as the case
may be from time to time in accordance with the related Note and
applicable law;
(ii) any Loan, Companion Loan or Junior Loan after its Maturity
Date, the
annualized rate described in clause (i) above determined without
regard to the
passage of such Maturity Date; and (iii) any REO Loan, the
annualized rate
described in clause (i) or (ii), as applicable, above, determined
as if the
predecessor Loan, Companion Loan or Junior Loan, as the case may
be, had
remained outstanding. In the case of the 828-850 Madison Avenue
Loan, "Loan"
shall refer to the 828-850 Madison Avenue Loan REMIC Regular
Interest for
purposes of this definition and not the underlying Loan or REO
Loan.
"Mortgaged Property": The underlying real property (including
any
REO Property) that secures a Loan or Loan Combination, in each case
consisting
of a parcel or parcels of land improved by a commercial and/or
multifamily
building or facility, together with any personal property (to the
extent the
same are owned by the Borrower and necessary in connection with the
operation of
the related property), fixtures, leases and other property or
rights pertaining
thereto.
"NCB/FSB Loans": The mortgage loans transferred to the
Depositor
pursuant to the NCB/FSB Mortgage Loan Purchase Agreement and
identified on
Schedule II thereto, together with any mortgage loans substituted
in replacement
thereof pursuant to the NCB/FSB Mortgage Loan Purchase
Agreement.
"NCB, FSB Mortgage Loan Purchase Agreement": The agreement
between
the Depositor as purchaser and the NCB, FSB Mortgage Loan Seller as
seller,
dated as of September 1, 2006, relating to the transfer of all of
the NCB, FSB
Mortgage Loan Seller's right, title and interest in and to the
mortgage loans
identified on Schedule II thereto.
"NCB, FSB Mortgage Loan Seller": NCB, FSB, a federal savings
bank,
or its successor in interest.
"NCB Subordinate Debt Conditions": With respect to a Borrower
encumbering a Mortgaged Property relating to an NCB, FSB Loan that
is a Co-op
Loan with a subordinate mortgage, the following conditions: (i)
each of the
loans, or the sole loan, to be secured by each such subordinate
mortgage is made
by NCB, FSB or any Affiliate thereof, (ii) each such subordinate
mortgage is
expressly subject and subordinate to the lien of the Mortgage
encumbering the
Mortgaged Property in question, (iii) each such subordinate
mortgage is
expressly made in compliance with the underwriting standards which
NCB, FSB
customarily employs in connection with making subordinate mortgages
for its own
mortgage loan portfolio, (iv) as of the date of the closing of the
subordinate
mortgage loan in question, the New Loan-to-Value Ratio (as defined
below) does
not exceed 40%, (v) NCB, FSB or any Affiliate thereof that
originates the
subordinate mortgage loan, executes and delivers to the Trustee a
subordination
agreement with respect to such subordinate mortgage in
substantially the form of
Exhibit Q hereto (provided that the Trustee shall have no
responsibility for
determining the sufficiency or validity thereof), (vi) if the
subordinate
mortgage loan will not be a fully amortizing loan, the stated
maturity date of
the subordinate mortgage loan shall be no earlier than the maturity
date of the
related Co-op Loan, (vii) the subordinate mortgage loan shall have
interest
payable on a current basis, with no deferral, (viii) the
subordinate mortgage
loan is made principally for the purpose of funding capital
expenditures, major
repairs or reserves at or with respect to the Mortgaged Property in
question and
(ix) the aggregate amount of subordinate debt encumbering the
Mortgaged Property
in question does not exceed $7,500,000. For purposes of this
definition, and
notwithstanding anything herein to the contrary: "Mortgage Debt"
shall mean the
sum of (x) the aggregate outstanding principal balance of all loans
secured by
one or more mortgages then encumbering the Mortgaged Property in
question
(including the related Co-op Loan and any then existing subordinate
mortgage
loans) and (y) the principal amount of the proposed new subordinate
mortgage
loan; "New Loan-to-Value Ratio" shall mean, as of any date for any
Co-op Loan,
the fraction, expressed as a percentage, the numerator of which is
the Mortgage
Debt for the related Mortgaged Property on such date, and the
denominator of
which is the Appraised Value of the related Mortgaged Property; and
"Appraisal"
shall mean an appraisal of the applicable Mortgaged Property by an
Appraiser
made in conformance with NCB, FSB's customary underwriting
requirements, not
more than one year prior to the origination date of the related
Co-op Loan and
reviewed by Master Servicer No. 2.
"Net Investment Earnings": With respect to any Collection
Account,
any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or any
REO Account, for any period beginning on a Distribution Date and
ending on the
following Master Servicer Remittance 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 (and which is not
required to be
paid to the related Borrower) exceeds the aggregate of all losses,
if any,
incurred during such period in connection with the investment of
such funds in
such account in accordance with Section 3.06.
"Net Investment Loss": With respect to any of any Collection
Account, any Lock-Box Account, any Cash Collateral Account, any
Servicing
Account or any REO Account for any period beginning on a
Distribution Date and
ending on the following Master Servicer Remittance Date, the
amount, if any, 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 (and which investment is not directed by the related
Borrower) in
accordance with Section 3.06 exceeds the aggregate of all interest
and other
income realized during such period on such funds in such
account.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Loan (or any successor REO Loan with
respect
thereto) that accrues interest on a 30/360 Basis, for any
Distribution Date, an
annual rate equal to the Original Net Mortgage Rate for such Loan
(or, in the
case of a Specially Designated Co-op Loan (or any successor REO
Loan with
respect thereto), such Original Net Mortgage Rate minus 0.10% per
annum); and
(B) With respect to any Loan (or any successor REO Loan with
respect
thereto) that accrues interest on an Actual/360 Basis and the
828-850 Madison
Avenue Loan REMIC Regular Interest, for any Distribution Date, an
annual rate
generally equal to twelve times a fraction, expressed as a
percentage:
(1) the
numerator of which fraction is, subject to adjustment as
described below in this definition, an amount of interest
equal to
the product of (a) the number of days in the related
Interest Accrual Period, multiplied by (b) the Stated
Principal Balance of such Loan (or such REO Loan) immediately
preceding such Distribution Date, multiplied by (c) 1/360,
multiplied by (d) the Original Net Mortgage Rate for such Loan
(or, in the case of a Specially Designated Co-op Loan (or any
successor REO Loan with respect thereto), such Original Net
Mortgage Rate minus 0.10% per annum); and
(2) the
denominator of which is the Stated Principal Balance of
such Loan (or such REO Loan) immediately preceding that
Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2006 (unless the Final Distribution Date occurs in
such month),
then the amount of interest referred to in the fractional numerator
described in
clause (B)(1) above will be decreased to reflect any Withheld
Amounts with
respect to the subject Loan (or REO Loan) transferred from the
Distribution
Account to the Interest Reserve Account in such calendar month.
Furthermore, if
the subject Distribution Date occurs during March of any year
subsequent to 2006
(or February, if the final Distribution Date occurs in such month)
then the
amount of interest referred to in the fractional numerator
described in clause
(B)(1) above will be increased to reflect any Withheld Amounts with
respect to
the subject Loan (or REO Loan) or 828-850 Madison Avenue Loan REMIC
Regular
Interest transferred from the Interest Reserve Account to the
Distribution
Account for distribution on such Distribution Date.
"Net Mortgage Rate": With respect to any Loan, Junior Loan,
828-850
Madison Avenue Loan REMIC Regular Interest or REO Loan, as of any
date of
determination, a per annum rate equal to the related Mortgage Rate
then in
effect, minus the sum of the related Master Servicing Fee Rate, the
related
Primary Servicing Fee Rate (if any), the related Broker Strip Rate
(if any) and
the Trustee Fee Rate.
"Net Operating Income": With respect to any Mortgaged Property
(other than a residential cooperative property), for any Borrower's
fiscal year
end, the total operating revenues derived from such Mortgaged
Property during
such period, minus the total operating expenses incurred in respect
of such
Mortgaged Property during such period, other than (i) non-cash
items such as
depreciation, (ii) amortization, (iii) actual capital expenditures
and (iv) debt
service on the related Loan or Loan Combination, as applicable.
"New Lease": Any lease of REO Property entered into at the
direction
of the applicable Special Servicer on behalf of the Trust,
including any lease
renewed, modified or extended on behalf of the Trust, if the Trust
Fund has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.
"Nonrecoverable P&I Advance": The portion of any P&I
Advance
(including interest accrued thereon at the Reimbursement Rate)
previously made
or proposed to be made in respect of a Loan or REO Loan which, in
the judgment
(exercised in accordance with the Servicing Standard in the case of
the judgment
of a Master Servicer or Special Servicer) of the applicable Master
Servicer, the
applicable Special Servicer or the Trustee, will not be ultimately
recoverable,
together with any accrued and unpaid interest thereon, from Late
Collections or
any other recovery on or in respect of such Loan or REO Loan. The
determination
by a Master Servicer, a Special Servicer or the Trustee that it has
made (or, in
the case of a determination made by the applicable Special
Servicer, that a
Master Servicer has made) a Nonrecoverable P&I Advance or that
any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee,
the
Certificate Administrator and the Depositor, in the case of a
Master Servicer,
(ii) to the applicable Master Servicer, the Certificate
Administrator and the
Trustee in the case of a Special Servicer, (iii) to the Depositor,
the
Certificate Administrator and the applicable Master Servicer, in
the case of the
Trustee, and (iv) in each case, to the Directing Certificateholder,
any
Requesting Subordinate Certificateholder (at the expense of such
requesting
Holder) and, provided that the certifying party has actual
knowledge of the
identity thereof, any related Junior or Companion Loan Holder(s)
(or, in the
case of a Junior Loan or Companion Loan that is part of a rated
commercial
mortgage securitization, to the related master servicer). Such
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the applicable Master Servicer, the applicable
Special
Servicer, or the Trustee, as the case may be, forming the basis of
such
determination (which shall include but shall not be limited to
information, to
the extent available, such as related income and expense
statements, rent rolls,
occupancy status, property inspections, and shall include an
Appraisal (provided
that if an Appraisal has been obtained within the past 12 months,
no new
Appraisal is required) of the related Mortgaged Property, the cost
of which
Appraisal shall be advanced by the applicable Master Servicer as a
Servicing
Advance or, depending on the timing of payment, subject to Section
3.03(c), paid
out of the applicable Collection Account). In addition, in
considering whether a
P&I Advance is nonrecoverable, the applicable Master Servicer,
the applicable
Special Servicer or the Trustee, as applicable, will be entitled to
give due
regard to the existence of any outstanding Nonrecoverable Advance
or
Workout-Delayed Reimbursement Amount with respect to any other
Trust Mortgage
Loans or REO Trust Mortgage Loans the reimbursement of which, at
the time of
such consideration, 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 of the Trust
Mortgage
Loan or REO Trust Mortgage Loan as to which a nonrecoverability
determination is
being made are a source of reimbursement not only for the P&I
Advance under
consideration, but also as a potential source of the reimbursement
of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount being
delayed or deferred. The Officer's Certificate referred to in the
second
preceding sentence shall be accompanied by the Appraisal and all
other
supporting documentation relevant to the subject parties'
nonrecoverability
determination. The Trustee shall be entitled to conclusively rely
on the
applicable Master Servicer's determination that a P&I Advance
is nonrecoverable.
The applicable Master Servicer and the Trustee shall conclusively
rely on and be
bound by the applicable Special Servicer's determination that a
P&I Advance is
nonrecoverable, provided, however, that in the absence of such
determination by
the applicable Special Servicer, the applicable Master Servicer and
the Trustee
will be entitled to make their own determination that a P&I
Advance is
nonrecoverable, and in no event shall a determination by the
applicable Special
Servicer that a previously made or proposed P&I Advance would
be recoverable be
binding on the applicable Master Servicer or Trustee. Any
determination made by
the Master Servicer or any master servicer of the 280 Park Avenue
Companion Loan
(upon the securitization of such loan which is rated by one or more
Rating
Agencies) regarding the nonrecoverability of any P&I Advance
with respect to any
portion of the 280 Park Avenue Total Loan will be binding on the
Trust Fund and
the trust fund containing the 280 Park Avenue Companion Loan.
"Nonrecoverable Servicing Advance": The portion of any
Servicing
Advance (including interest accrued thereon at the Reimbursement
Rate)
previously made or proposed to be made in respect of a Loan or REO
Property
which, in the judgment (exercised in accordance with the Servicing
Standard in
the case of the judgment of a Master Servicer or Special Servicer)
of the
applicable Master Servicer, the applicable Special Servicer or the
Trustee, will
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon, from Late Collections or any other recovery on or in
respect of such
Loan or REO Property. The determination by a Master Servicer, a
Special Servicer
or the Trustee that it has made (or, in the case of a determination
made by the
applicable Special Servicer, that a Master Servicer has made) a
Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made,
would
constitute a Nonrecoverable Servicing Advance, shall be evidenced
by an
Officer's Certificate delivered (i) to the Trustee, the
Certificate
Administrator and the Depositor, in the case of a Master Servicer,
(ii) to the
applicable Master Servicer, the Certificate Administrator and the
Trustee in the
case of a Special Servicer, (iii) to the Depositor, the
Certificate
Administrator and the applicable Master Servicer, in the case of
the Trustee,
and (iv) and in each case, to the Directing Certificateholder, any
Requesting
Subordinate Certificateholder (at the expense of such requesting
Holder) and,
provided that the certifying party has actual knowledge of the
identity thereof,
any related Junior or Companion Loan Holder(s) (or, in the case of
a Junior Loan
or Companion Loan that is part of a rated commercial mortgage
securitization, to
the related master servicer). Such Officer's Certificate shall set
forth such
determination of nonrecoverability and the considerations of the
applicable
Master Servicer, the applicable Special Servicer or the Trustee, as
the case may
be, forming the basis of such determination (which shall include
but shall not
be limited to information, to the extent available, such as related
income and
expense statements, rent rolls, occupancy status and property
inspections, and
shall include an Appraisal (provided that if an Appraisal has been
obtained
within the past 12 months, no new Appraisal is required) of the
related
Mortgaged Property, the cost of which Appraisal shall be advanced
by the
applicable Master Servicer as a Servicing Advance or, depending on
the timing of
payment, subject to Section 3.03(c), paid out of the applicable
Collection
Account). In addition, in considering whether a Servicing Advance
is
nonrecoverable, the applicable Master Servicer, the applicable
Special Servicer
or the Trustee, as applicable, will be entitled to give due regard
to the
existence of any outstanding Nonrecoverable Advance or
Workout-Delayed
Reimbursement Amount with respect to any other Trust Mortgage Loans
or REO Trust
Mortgage Loans the reimbursement of which, at the time of such
consideration, 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 of the Trust Mortgage Loan or REO
Trust Mortgage
Loan as to which a nonrecoverability determination is being made
are a source of
reimbursement not only for the Servicing Advance under
consideration, but also
as a potential source of the reimbursement of the outstanding
Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount being delayed or
deferred. The
Officer's Certificate referred to in the second preceding sentence
shall be
accompanied by the Appraisal and all other supporting documentation
relevant to
the subject parties' nonrecoverability determination. The Trustee
will be
entitled to conclusively rely on the applicable Master Servicer's
determination
that a Servicing Advance is nonrecoverable. The applicable Master
Servicer and
the Trustee shall conclusively rely on and be bound by the
applicable Special
Servicer's determination that a Servicing Advance is a
Nonrecoverable Servicing
Advance, provided, however, that in the absence of such
determination by the
applicable Special Servicer, the applicable Master Servicer and the
Trustee will
be entitled to make their own determination that a Servicing
Advance is a
Nonrecoverable Servicing Advance, and in no event shall a
determination by the
applicable Special Servicer that a previously made or proposed
Servicing Advance
would be recoverable be binding on the applicable Master Servicer
or Trustee.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing
Date, the
Class A-X, Class A-SP, Class A-Y, 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 O, Class P,
Class Q, Class S, Class R and Class V Certificates will
constitute
Non-Registered Certificates.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under
a Loan or
Junior Loan, as the case may be, together with any rider, addendum
or amendment
thereto.
"NRSRO": A nationally recognized statistical rating organization
as
the term is used in federal securities laws.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of a Master Servicer or a Special Servicer, as the case may be, or
a Responsible
Officer of the Trustee or the Certificate Administrator, as the
case may be.
"Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, a Master Servicer or a Special
Servicer,
acceptable in form and delivered to the Trustee and the
Certificate
Administrator, except that any opinion of counsel relating to (a)
the
qualification of any Trust REMIC as a REMIC, (b) compliance with
the REMIC
Provisions or (c) the resignation of the Depositor, a Master
Servicer or a
Special Servicer pursuant to Section 6.04 must be an opinion of
counsel that is
in fact Independent of the Depositor, the Master Servicer or the
Special
Servicer, as applicable.
"Optimal Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates (other than the Class A-4FL
Certificates)
and the Class A-4FL Regular Interest, the sum of the Monthly
Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for
such Class for
such Distribution Date. As to any Distribution Date and any
Uncertificated
Lower-Tier Interest, the sum of the Monthly Interest Distribution
Amount and the
Unpaid Interest Shortfall Amount for such Uncertificated Lower-Tier
Interest for
such Distribution Date. As to any Distribution Date and the 828-850
Madison
Avenue Loan REMIC Regular Interest, the sum of the Monthly Interest
Distribution
Amount and the Unpaid Interest Shortfall Amount for the 828-850
Madison Avenue
Loan REMIC Regular Interest for such Distribution Date.
"Original Class Principal Balance": With respect to the Class
A-4FL
Regular Interest or any Class of Sequential Pay Certificates (other
than the
Class A-4FL Certificates), the initial aggregate principal amount
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement hereto,
and with respect to the Class A-4FL Certificates, $150,000,000.
"Original Lower-Tier Notional Balance": With respect to the
Class
LA-Y Lower-Tier Interest, the initial notional balance thereof as
of the Closing
Date, as specified in the Preliminary Statement hereto.
"Original Lower-Tier Principal Amount": With respect to any
Uncertificated Lower-Tier Interest (other than the Class LA-Y
Lower-Tier
Interest), the principal amount thereof as of the Closing Date, in
each case as
specified in the Preliminary Statement hereto.
"Original Net Mortgage Rate": With respect to any Loan, the Net
Mortgage Rate in effect for such Loan as of the Closing Date (or,
in the case of
any Loan substituted in replacement of another Loan pursuant to or
as
contemplated by the related Mortgage Loan Purchase Agreement, as of
the date of
substitution). In the case of the 828-850 Madison Avenue Loan,
"Loan" shall
refer to the 828-850 Madison Avenue Loan REMIC Regular Interest for
purposes of
this definition and not the underlying Loan or REO Loan.
"Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement hereto.
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection with the origination of
the related
Loan.
"Origination Required Insurance Amounts": As defined in Section
3.07(h).
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Loan (or any successor REO Loan
with
respect thereto), any advance made by the Master Servicer or the
Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the second Business Day immediately prior thereto.
"Pass-Through Rate": With respect to each Class of Certificates
and
the Class A-4FL Regular Interest, the respective per annum rate
listed below:
Class A-1:
Class A-1 Pass-Through Rate
Class A-1-A:
Class A-1-A Pass-Through Rate
Class A-2:
Class A-2 Pass-Through Rate
Class A-AB:
Class A-AB Pass-Through Rate
Class A-3:
Class A-3 Pass-Through Rate
Class A-4FL Regular
Class A-4FL Regular Interest
Interest
Pass-Through Rate
Class A-4FL
Class A-4FL Pass-Through Rate
Class A-X:
Class A-X Pass-Through Rate
Class A-SP
Class A-SP Pass-Through Rate
Class A-Y:
Class A-Y Pass-Through Rate
Class A-M:
Class A-M Pass-Through Rate
Class A-J:
Class A-J Pass-Through Rate
Class B:
Class B Pass-Through Rate
Class C:
Class C Pass-Through Rate
Class D:
Class D Pass-Through Rate
Class E:
Class E Pass-Through Rate
Class F:
Class F Pass-Through Rate
Class G:
Class G Pass-Through Rate
Class H:
Class H Pass-Through Rate
Class J:
Class J Pass-Through Rate
Class K:
Class K Pass-Through Rate
Class L:
Class L Pass-Through Rate
Class M:
Class M Pass-Through Rate
Class N:
Class N Pass-Through Rate
Class O:
Class O Pass-Through Rate
Class P:
Class P Pass-Through Rate
Class Q:
Class Q Pass-Through Rate
Class S:
Class S Pass-Through Rate
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Loan, Junior Loan or REO
Loan, any amounts actually collected thereon from the Borrower that
represent
late payment charges or Default 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 equal to the denomination of such Certificate, as set
forth on the face
thereof, divided by the initial Class Principal Balance (or, in the
case of a
Class of Interest-Only Certificates, the Class Notional Amount) of
such Class of
Certificates as of the Closing Date. With respect to a Class V or
Class R
Certificate, the percentage interest as set forth on the face
thereof.
"Performance Certification": As defined in Section 11.08.
"Performing Party": As defined in Section 11.14.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the
Depositor, a Master
Servicer, a Special Servicer, the Trustee, the Certificate
Administrator or any
of their respective Affiliates and having the required ratings, if
any, provided
for in this definition:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
FNMA,
FHLMC or any agency or instrumentality of the United States of
America,
provided such obligations have a remaining term to maturity of
one year or less
from the date of acquisition and which are backed by the
full faith
and credit of the United States of America; provided that any
obligation
of, or guarantee by, FNMA or FHLMC, other than an unsecured
senior
debt obligation of FNMA or FHLMC, shall be a Permitted
Investment
only if
such investment would not result in the downgrading, withdrawal
or
qualification of then-current rating assigned by each Rating Agency
to any
Certificate as confirmed in writing;
(ii) time deposits, unsecured certificates of deposit or
bankers'
acceptances that mature in one year or less after the date of
issuance and
are issued
or held by any depository institution or trust company
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 short-term debt rating category of
each
Rating
Agency or such other ratings as will not result in the
downgrading,
withdrawal
or qualification of then-current rating assigned by each Rating
Agency to
any Certificate, as confirmed in writing by such Rating Agency;
(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 maturing in one year or less from the date
of
acquisition 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 securities have (i) ratings in the highest
long-term
unsecured debt rating category of each Rating Agency or (ii)
such other
ratings (as confirmed by the applicable Rating Agency in
writing)
as will not result in a downgrade, qualification or withdrawal
of
then-current rating of the Certificates that are currently being
rated by
such
Rating Agency; 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) payable on demand or
on a
specified
date maturing in one year or less after the date of issuance
thereof
and which is rated in the highest short-term unsecured debt
rating
category
of each Rating Agency;
(vi) units of investment funds that maintain a constant net
asset
value and
money market funds having the highest rating from each Rating
Agency for
money market funds; and
(vii) any other demand, money market or time deposit,
obligation,
security
or investment, 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 then-current rating of the
Certificates that are currently being rated by such Rating
Agency;
provided that such instrument or security qualifies as a "cashflow
investment"
pursuant to Section 860G(a)(6) of the Code; interest on any
variable rate
instrument shall be tied to a single interest rate index plus a
single fixed
spread (if any) and move proportionally with that index; and, if
rated by S&P,
the obligation must not have an "r" highlighter affixed to its
rating, and must
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change.
"Permitted Mezzanine Loan Holder": With respect to any
Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional
Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating
Agency has
confirmed in writing to the applicable Special Servicer and the
Trustee that the
holding of such Mezzanine Loan by such Person would not cause a
qualification,
downgrade or withdrawal of any of such Rating Agency's then-current
ratings on
the Certificates.
"Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Non-United States Tax
Person or a
foreign permanent establishment or fixed base (each within the
meaning of the
applicable income tax treaty) of a United States Tax Person;
provided, however,
that if a Transferee is classified as a partnership under the Code,
such
Transferee shall only be a Permitted Transferee if all of its
direct or indirect
(except through a U.S. corporation) beneficial owners are (and must
be under the
applicable partnership agreement) United States Tax Persons and the
governing
documents of the Transferee prohibit a transfer of any interest in
the
Transferee to any Non-United States Tax Person.
"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": Any of those retirement plans and other employee
benefit
plans, including individual retirement accounts and annuities,
Keogh plans and
collective investment funds and separate accounts in which such
plans, accounts
or arrangements are invested, including insurance company general
accounts, that
are subject to ERISA or the Code.
"Prepayment Assumption": With respect to all Loans, the
assumption
that all payments required to be made on such Loans according to
their
contractual terms (including repayment in full on their respective
maturity
dates) are so made; provided that, in the case of ARD Loans, it is
further
assumed that such ARD Loans will be fully prepaid on their related
Anticipated
Repayment Dates.
"Prepayment Date": With respect to any Principal Prepayment,
the
date on which such Principal Prepayment is to be made.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Loan that was subject to a voluntary Principal Prepayment
in full or in
part, or as to which Insurance and Condemnation Proceeds were
received by a
Master Servicer or Special Servicer for application to such Loan,
in each case
after the Due Date in the month of such Distribution Date and on or
prior to the
related Determination Date, the amount of interest (net of related
Master
Servicing Fees, Primary Servicing Fees and any Broker Strip
Interest payable
therefrom) accrued at the Mortgage Rate for such Loan on the amount
of such
Principal Prepayment or, insofar as these represent an early
collection of
principal, such Insurance and Condemnation Proceeds after the end
of the
Mortgage Interest Accrual Period relating to such Due Date and
accruing in the
manner set forth in the Loan Documents relating to such Loan, to
the extent such
interest is collected by or remitted to the applicable Master
Servicer or
Special Servicer.
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Loan that was subject to a voluntary Principal
Prepayment in full
or in part, or as to which Insurance and Condemnation Proceeds were
received by
a Master Servicer or Special Servicer for application to such Loan,
in each case
after the Determination Date in the calendar month preceding such
Distribution
Date but prior to the Due Date in the related Due Period, the
amount of interest
(net of related Master Servicing Fees, Primary Servicing Fees and
any Broker
Strip Interest payable therefrom) that would have accrued at the
Mortgage Rate
for such Loan, on the amount of such Principal Prepayment or,
insofar as these
represent an early collection of principal, such Insurance and
Condemnation
Proceeds during the period commencing on the date as of which such
Principal
Prepayment or Insurance and Condemnation Proceeds were applied to
the unpaid
principal balance of the subject Loan and ending on (and including)
the day
immediately preceding such Due Date. A Prepayment Interest
Shortfall in respect
of the 828-850 Madison Avenue Loan shall be a Prepayment Interest
Shortfall in
respect of the 828-850 Madison Avenue Loan REMIC Regular
Interest.
"Primary Servicer": Any initial Master Servicer or any other
subservicer specifically identified as a "Primary Servicer" on
Exhibit K hereto
or in a Sub-Servicing Agreement dated as of September 1, 2006
between a Master
Servicer and such subservicer, in its capacity as a primary
servicer, or any
successors thereto. Notwithstanding any other provision herein to
the contrary,
each initial Master Servicer shall be a "Primary Servicer"
hereunder with
respect to the Loans for which it acts as a Master Servicer
hereunder, and no
Sub-Servicing Agreement shall be required with respect to any such
Primary
Servicer.
"Primary Servicing Agreement": Each of the Sub-Servicing
Agreements
dated as of September 1, 2006, by and between a Master Servicer and
a Primary
Servicer.
"Primary Servicing Fee": Any primary servicing fee payable to
the
Primary Servicer pursuant to the Primary Servicing Agreement.
"Principal Distribution Adjustment Amount": As to any
Distribution
Date and any Servicing Group, the sum of (i) the amount of any
Nonrecoverable
Advance (or interest thereon) that was reimbursed to the applicable
Master
Servicer or the Trustee from such Servicing Group and that was
deemed to have
been reimbursed out of principal collections that would otherwise
constitute
part of the Principal Distribution Amount and (ii) any
Workout-Delayed
Reimbursement Amount (or interest thereon) that was reimbursed to
the applicable
Master Servicer or the Trustee from such Servicing Group and that
was deemed to
have been reimbursed out of principal collections that would
otherwise
constitute part of the Principal Distribution Amount, in each case,
with
interest on such Advance, during the period since the preceding
Distribution
Date.
"Principal Distribution Amount": As to any Distribution Date
(other
than the final Distribution Date), an amount equal to the total,
without
duplication, of the following: (i) all payments of principal,
including
voluntary Principal Prepayments and the principal portion of any
Cure Payments,
received by or on behalf of the Trust with respect to the Loans
(but not in
respect of any Junior Loan) during the related Due Period,
exclusive of any
portion of those payments that represents a late collection of
principal for
which an Advance was previously made for a prior Distribution Date
or that
represents the principal portion of a Monthly Payment due on or
before the Due
Date for the related Loan in September 2006 or on a due date for
the related
Loan subsequent to the end of the related Due Period, (ii) the
principal portion
of all Monthly Payments received by or on behalf of the Trust with
respect to
the Loans (but not in respect of any Companion Loan or Junior Loan)
prior to,
but that are due during, the related Due Period, (iii) all other
collections,
including Liquidation Proceeds and Insurance and Condemnation
Proceeds, that
were received by or on behalf of the Trust Fund with respect to any
of the Loans
(but not in respect of any Companion Loan or Junior Loan) or any
related REO
Properties during the related Due Period and that were identified
and applied by
the applicable Master Servicer as recoveries of principal of the
subject Loan
(but not in respect of any Companion Loan or Junior Loan) or, in
the case of an
REO Property, of the related REO Loan (but not an REO Loan in
respect of a
predecessor Junior Loan), in each case net of any portion of the
particular
collection that represents a late collection of principal for which
an Advance
of principal was previously made for a prior Distribution Date or
that
represents the principal portion of a Monthly Payment due on or
before the Due
Date for the related Loan in September 2006, (iv) all Advances of
principal made
with respect to the Mortgage Pool for that Distribution Date,
provided that if
any Insurance and Condemnation Proceeds or Liquidation Proceeds
were received
and/or a Final Recovery Determination was made with respect to any
Loan or REO
Property during the related Due Period, then that portion, if any,
of the
aggregate amount described in clause (i) through (iv) above that is
specifically
attributable to such Loan or REO Property, shall be reduced to not
less than
zero by any Special Servicing Fees or Liquidation Fees previously
paid hereunder
with respect to such Loan or REO Property from collections on the
Mortgage Pool
other than Penalty Charges collected during the Due Period. For the
final
Distribution Date, an amount equal to the total Stated Principal
Balance of the
Mortgage Pool outstanding immediately prior to that final
Distribution Date.
Notwithstanding the foregoing, (i) the Principal Distribution
Amount
for any Distribution Date for any Loan Group will be reduced by the
Principal
Distribution Adjustment Amount for such Loan Group for such
Distribution Date;
and (ii) the Principal Distribution Amount for any Loan Group will
be increased
by the amount of any recovery occurring during the related Due
Period of an
amount that was previously advanced with respect to a Loan, but
only if and to
the extent such Advance was previously reimbursed from principal
collections
that would otherwise have constituted part of the Principal
Distribution Amount
for such Loan Group for a prior Distribution Date in a manner that
resulted in a
Principal Distribution Adjustment Amount for such Loan Group for
such prior
Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that 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, other than any amount paid in connection with the
release of the
related Mortgaged Property through defeasance.
"Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of
the
Underwriters, each Junior Loan Holder, each Companion Loan Holder,
any
Certificate Owner or prospective purchaser of a Certificate upon
receipt from
such Certificate Owner or prospective purchaser of an investor
certification
(which may be in electronic form), the form of which is attached
hereto as
Exhibit S, and any other Person designated by the Depositor. The
Certificate
Administrator shall (and a Master Servicer may) provide all
Privileged Persons
with access to certain restricted information on its Website (in
the case of any
Certificate Owner or prospective purchaser, upon receipt of such
investor
certification) through the use of a restricted mechanism on its
Website.
"Prohibited Party": Any party that (i) is listed on the
Depositor's
Do Not Hire List or (ii) is a proposed Servicing Function
Participant for which
the applicable Master Servicer, Special Servicer or Trustee that
seeks to retain
such Servicing Function Participant has actual knowledge that such
party at any
point prior to such hiring, assignment or transfer failed to comply
in all
material respects with the Servicing Function Participant's
obligations under
Regulation AB with respect to any other securitization.
"Projected Debt Service Coverage Ratio": With respect to any
Co-op
Loan, as of any date of determination, the Projected Net Cash Flow
for the
related Mortgaged Property on an annualized basis, divided by the
annualized
Monthly Payments for such Co-op Loan.
"Projected Net Cash Flow": With respect to any Mortgaged
Property
that is a residential cooperative property, projected net operating
income at
such Mortgaged Property, as set forth in the Appraisal obtained
with respect to
such Mortgaged Property in connection with the origination of the
related Co-op
Loan (or an updated Appraisal, if required hereunder), assuming
such Mortgaged
Property was operated as a rental property with rents set at
prevailing market
rates taking into account the presence of existing rent controlled
or rent
stabilized occupants, reduced by underwritten capital expenditures,
property
operating expenses, a market-rate vacancy assumption and projected
reserves.
"Prospectus": The Prospectus dated September 8, 2006, as
supplemented by the Prospectus Supplement.
"Prospectus Supplement": The Prospectus Supplement dated
September
21, 2006, relating to the offering of the Public Certificates.
"PTCE": A prohibited transaction class exemption, as issued by
the
United States Department of Labor.
"PTE": A prohibited transaction exemption, as issued by the
United
States Department of Labor.
"Purchase Price": With respect to any Loan to be purchased (a) by
or
on behalf of a Responsible Party pursuant to or as contemplated by
Section 7 of
the related Mortgage Loan Purchase Agreement, (b) by the
Directing
Certificateholder pursuant to Section 3.18(b), a Special Servicer
pursuant to
Section 3.18(c), or an assignee of either thereof, in any case,
pending
determination of Fair Value, (c) with respect to any Loan
Combination, if the
related Intercreditor Agreement so provides for a purchase option,
by any Junior
Loan Holder or Companion Loan Holder, or (d) by the holders of more
than 50% of
the Percentage Interests in the Controlling Class, a Special
Servicer or a
Master Servicer pursuant to Section 9.01, a price equal to the sum
of the
following:
(i) the outstanding principal balance of such Loan as of the date
of
purchase
(and, if the Loan that is being purchased is part of a Loan
Combination and the related Companion Loan Holder or Junior Loan
Holder
has
previously made a Cure Payment, the outstanding principal balance
as
reduced by
the principal portion of such Cure Payment);
(ii) all accrued and unpaid interest on such Loan at the
related
Mortgage
Rate in effect from time to time to but not including the Due
Date in
the Due Period of purchase (which includes unpaid Master
Servicing
Fees and
Primary Servicing Fees) and all related Special Servicing Fees;
(iii) all related unreimbursed Servicing Advances (and any
related
Servicing
Advances reimbursed by the Trust Fund out of general
collections
on the
Mortgage Pool) plus accrued and unpaid interest on related
Advances
at the
Reimbursement Rate;
(iv) if such Loan is being repurchased by or on behalf of a
Responsible Party pursuant to or as contemplated by Section 7 of
the
related
Mortgage Loan Purchase Agreement following the expiration of
the
applicable
cure period (as it may be extended), the amount of the
Liquidation Fee payable to the Special Servicer;
(v) if such Loan is being purchased by a Junior Loan Holder or
Companion
Loan Holder pursuant to the related Intercreditor Agreement
following
60 days from the related Loan becoming a Specially Serviced
Loan, the
amount of the Liquidation Fee payable to the Special Servicer,
provided
that no liquidation fee will be payable to any special servicer
in
connection with the purchase of the 3434 North Washington
Boulevard
Loan by
the Junior Holder in accordance with the related Intercreditor
Agreement;
and
(vi) if such Loan is being purchased by or on behalf of a
Responsible Party pursuant to or as contemplated by Section 7 of
the
related
Mortgage Loan Purchase Agreement, all reasonable out-of-pocket
expenses
reasonably incurred (whether paid or then owing) by the
applicable
Master Servicer, the applicable Special Servicer, the Depositor
and the
Trustee in respect of the Breach, Defect or defeasance giving
rise
to the
repurchase obligation, including any expenses arising out of
the
enforcement of the repurchase obligation and, without duplication
of any
amounts
described above in this definition, any Trust Fund expenses
incurred
prior to such purchase date with respect to such Loan and/or
(if
applicable) its related Companion Loan or Junior Loan.
With respect to any Defaulted Loan to be purchased by the
Directing
Certificateholder (or any assignee thereof) or a Special Servicer
pursuant to
Section 3.18(b) or 3.18(c) following determination of Fair Value,
the Purchase
Price will equal the Fair Value of such Defaulted Loan. With
respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount
calculated in
accordance with the second preceding sentence of this definition in
respect of
the related REO Loan(s).
With respect to the Ritz Carlton Mortgage Loan, the Purchase
Price
for each applicable Mortgage Loan Seller will be its respective
percentage
interest of the total Purchase Price for the Ritz Carlton Mortgage
Loan. The
percentage interest with respect to the Ritz Carlton Mortgage Loan
shall be 50%
for BCRE and 50% for Column.
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with
at least five years of experience in respect of the relevant
geographic location
and property type.
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities
Act.
"Qualified Insurer": (i) With respect to any Loan, Companion
Loan,
Junior 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 and a minimum claims paying ability rating of at least
"A-" by
Fitch (if then rated by Fitch), "A-" by S&P and "A3" by
Moody's, (ii) with
respect to the fidelity bond and errors and omissions Insurance
Policy required
to be maintained pursuant to Section 3.07(c), an insurance company
that has a
claims paying ability rated no lower than two ratings below the
rating assigned
to then highest rated outstanding Certificate, but in no event
lower than "A-3"
by Moody's (if then rated by Moody's), "A-" by Fitch (if then rated
by Fitch)
and "A-" by S&P or, in the case of clauses (i) and (ii), such
other rating as
each such Rating Agency shall have confirmed in writing will not
cause such
Rating Agency to downgrade, qualify or withdraw any then-current
rating assigned
to any of the Certificates that are then- currently being rated by
such Rating
Agency (or insofar as there is then outstanding any class of
Companion Loan
Securities that is then rated by such Rating Agency, such class of
securities).
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted 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 Loan; (iii) have the same Due Date as
the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan
(for example,
on the basis of a 360-day year and the actual number of days
elapsed); (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 Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the
deleted Loan
and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply 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
Assessment that indicates no material adverse environmental
conditions with
respect to the related Mortgaged Property and which will be
delivered as a part
of the related Mortgage File; (ix) have an original Debt Service
Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the
deleted Loan
and a current Debt Service Coverage Ratio of not less than the
current Debt
Service Coverage Ratio of the deleted Loan (provided that, with
respect to Co-op
Loans and any related replacement Loans, such Debt Service Coverage
Ratios shall
mean Projected Debt Service Coverage Ratio); (x) be determined by
an Opinion of
Counsel (at the applicable Responsible Party's expense) to be a
"qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; (xi)
not have a maturity date after the date two years prior to the
Rated Final
Distribution Date; (xii) not be substituted for a deleted 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 Responsible Party); (xiii) have been
approved by the
Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance
within two years after the Closing Date; (xv) not be substituted
for a deleted
Loan if it would result in the termination of the REMIC status of
any Trust
REMIC established under this Agreement or the imposition of tax on
any such
Trust REMIC other than a tax on income expressly permitted or
contemplated to be
received by the terms of this Agreement, as determined by an
Opinion of Counsel
and (xvi) be secured by a residential cooperative property if it is
replacing a
Co-op Loan. In the event that one or more mortgage loans are
substituted for one
or more deleted Loans, then the amounts described in clause (i)
shall be
determined on the basis of aggregate principal balances and the
rates described
in clause (ii) above (provided that no Net Mortgage Rate shall be
less than the
Pass-Through Rate of any Class of Sequential Pay Certificates then
outstanding)
and the remaining term to stated maturity referred to in clause (v)
above shall
be determined on a weighted average basis. When a Qualified
Substitute Mortgage
Loan is substituted for a deleted Loan, the applicable Responsible
Party shall
certify that such mortgage loan meets all of the requirements of
the above
definition and shall send such certification to the Trustee. Any
Qualified
Substitute Mortgage Loan substituted for the 828-850 Madison Avenue
Loan shall
be an asset solely of the 828-850 Madison Avenue Loan REMIC.
"Rated Final Distribution Date": As to each Class of Sequential
Pay
Certificates, other than the Class S Certificates, the Distribution
Date
occurring in September 2039.
"Rating Agency": Each of Moody's, S&P and Fitch, or their
successors
in interest. If any of such rating agencies or any successor
thereto ceases to
remain in existence, "Rating Agency" shall be deemed to refer to
any other
NRSRO, or other comparable Person, designated by the Depositor to
replace the
rating agency that has ceased to exist. Notice of such designation
shall be
given to the Trustee and the Master Servicer, and the specific
ratings of
Moody's, Fitch and S&P herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated; provided, however,
that if such
designated party has not then assigned a rating to a depository
institution,
insurer or any other Person or item, then any failure to satisfy a
requirement
under this Agreement to meet or maintain such equivalent rating
shall not be
deemed an Event of Default or breach of the Servicing Standard
solely as a
result of such failure.
"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.
"Reference Rate": With respect to any Distribution Date from
and
including the October 2006 Distribution Date to and including the
September 2013
Distribution Date, the corresponding rate per annum set forth on
Exhibit N
hereto.
"Registered Certificate": Any Certificate that has been subject
to
registration under the Securities Act. As of the Closing Date, the
Class A-1,
Class A-1-A, Class A-2, Class A-AB, Class A-3, Class A-4FL, Class
A-M and Class
A-J Certificates constitute Registered Certificates.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any Sequential Pay Certificate or
Interest-Only Certificate.
"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 Companion Loan Securitization": As defined in
Section
11.15.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, a single global Certificate, or
multiple
global Certificates collectively, in definitive, fully registered
form without
interest coupon, each of which Certificates bears a Regulation S
Legend.
"Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United
States in
reliance on Regulation S, a legend generally to the effect that
such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
Release Date
except pursuant to an exemption from the registration requirements
of the
Securities Act.
"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" published in the "Money Rates" Section of The Wall
Street
Journal (or, if such Section or publication is no longer available,
such other
comparable publication as is determined by the Trustee in its sole
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 Trustee in its
reasonable
discretion) as may be in effect from time to time.
"Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R and Class V Certificates), the
date that is
40 days following the later of (i) the commencement of the offering
of such
Non-Registered Certificates to Persons other than distributors in
reliance upon
Regulation S under the Securities Act and (ii) the date of closing
of such
offering.
"Relevant Servicing Criteria": The Servicing Criteria applicable
to
each Reporting Servicer (as set forth, with respect to each Master
Servicer,
each Special Servicer and the Trustee, on Exhibit U attached
hereto). For
clarification purposes, multiple Reporting Servicers can have
responsibility for
the same Relevant Servicing Criteria and some of the Servicing
Criteria will not
be applicable to certain Reporting Servicers. With respect to a
Servicing
Function Participant engaged by the Trustee, a Master Servicer or a
Special
Servicer, the term "Relevant Servicing Criteria" refers to the
items of the
Relevant Servicing Criteria applicable to the Trustee, the Master
Servicer or
the Special Servicer that engaged such Servicing Function
Participant that are
applicable to such Servicing Function Participant based on the
functions it has
been engaged to perform.
"Remaining Principal Distribution Amount": As to any
Distribution
Date and any Class of Sequential Pay Certificates (exclusive of the
Class A
Sequential Pay Certificates), the amount, if any, by which the
Principal
Distribution Amount for such Distribution Date exceeds the
aggregate amount
distributed in respect of principal on such Distribution Date to
all Classes of
Sequential Pay Certificates (including the Class A Sequential Pay
Certificates)
senior to the subject Class.
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code (or any successor thereto).
"REMIC Declaration": The declaration establishing the 828-850
Madison Avenue Loan REMIC described in the Preliminary
Statement.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the
Code, and
related provisions, and temporary and final regulations and, to the
extent not
inconsistent with such temporary and final regulations, proposed
regulations,
and published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"REO Account": A segregated custodial account or accounts
created
and maintained by a Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders and any related Junior
Loan
Holder(s) or Companion Loan Holders, which shall be entitled "[name
of Special
Servicer], as Special Servicer, in trust for [name of Trustee], as
Trustee, for
Holders of Credit Suisse First Boston Mortgage Securities Corp.
Commercial
Mortgage Pass-Through Certificates and any related Junior Loan
Holder(s) or
Companion Loan Holder, as their interests may appear, Series
2006-C4, REO
Account." Any such account or accounts shall be an Eligible
Account.
"REO Acquisition": With respect to any Loan, the acquisition by
the
Trust Fund of REO Property related to such Loan.
"REO Acquisition Date": With respect to any REO Property, the
first
day on which such REO Property is acquired by the Trust Fund and
the Lower-Tier
REMIC, or with respect to the 828-850 Madison Avenue Loan, the
828-850 Madison
Avenue Loan REMIC, respectively, within the meaning of Treasury
Regulations
Section 1.856-6(b)(1), which is the first day on which the
Lower-Tier REMIC or
the 828-850 Madison Avenue Loan REMIC, as applicable, is treated as
the owner of
such REO Property (or any interest therein) for federal income tax
purposes.
"REO Disposition": The sale or other disposition of the REO
Property
pursuant to Section 3.18(e).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": Any Loan, Companion Loan or Junior Loan deemed to
be
outstanding with respect to each REO Property. Each REO Loan shall
be deemed to
be outstanding for so long as the related REO Property remains part
of the Trust
Fund, and shall be deemed to provide for Assumed Scheduled Payments
on each Due
Date therefor and otherwise have the same terms and conditions as
its
predecessor Loan, Companion Loan or Junior Loan, as the case may
be, including,
without limitation, with respect to the calculation of the Mortgage
Rate in
effect from time to time (such terms and conditions to be applied
without regard
to the default on such predecessor Loan, Companion Loan or Junior
Loan, as the
case may be). Each REO Loan shall be deemed to have an initial
outstanding
principal balance and, if applicable, Stated Principal Balance
equal to the
outstanding principal balance and, if applicable, Stated Principal
Balance,
respectively, of its predecessor Loan, Companion Loan or Junior
Loan, as
applicable, as of the related REO Acquisition Date. All amounts due
and owing in
respect of the predecessor Loan or Junior Loan, as applicable, as
of the related
REO Acquisition Date, including, without limitation, accrued and
unpaid
interest, shall continue to be due and owing in respect of an REO
Loan. All
amounts payable or reimbursable to any Master Servicer, any Special
Servicer or
the Trustee, as applicable, in respect of the predecessor Loan,
Companion Loan
or Junior Loan as of the related REO Acquisition Date, including,
without
limitation, any unpaid Special Servicing Fees and Master Servicing
Fees and any
unreimbursed Advances, together with any interest accrued and
payable to the
applicable Master Servicer or the Trustee in respect of such
Advances in
accordance with Section 3.03(d) or Section 4.03(d), shall continue
to be payable
or reimbursable to the relevant party hereunder in respect of an
REO Loan. In
addition, Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances with
respect to an REO Loan (including interest accrued thereon), in
each case, that
were paid from general collections on the Mortgage Pool and
resulted in
principal distributed to the Certificateholders being reduced shall
be deemed
outstanding until recovered. Collections in respect of each REO
Loan (exclusive
of amounts to be applied to the payment of, or to be reimbursed to
a Master
Servicer or Special Servicer for the payment of, the costs of
operating,
managing and maintaining the related REO Property) shall be
treated: first, as a
recovery of accrued and unpaid Advances, Nonrecoverable Advances
and
Workout-Delayed Reimbursement Amounts with respect to such REO Loan
(in the case
of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that were
paid from general collections of principal on the Mortgage Pool and
resulted in
principal distributed to the Certificateholders being reduced),
Primary
Servicing Fees and Master Servicing Fees and related interest due
the applicable
Master Servicer or the Trustee; second, as a recovery of any
remaining accrued
and unpaid interest on such REO Loan at the related Net Mortgage
Rate to but not
including the Due Date in the Due Period of receipt; third, as a
recovery of
principal of such REO Loan to the extent of its entire unpaid
principal balance;
and fourth, in accordance with the Servicing Standard of the Master
Servicer, as
a recovery of any other amounts due and owing in respect of such
REO Loan,
including, without limitation, prepayment consideration and Penalty
Charges,
provided that if the 280 Park Avenue Total Loan and its related
Companion Loan
become REO Loans, the treatment of the foregoing amounts with
respect to the 280
Park Avenue Total Loan and its related Companion Loan, shall be
subject to the
terms of the applicable Intercreditor Agreement and this
Agreement.
"REO Property": A Mortgaged Property acquired on behalf and in
the
name of the Trustee for the benefit of the Certificateholders (or,
in the case
of a Mortgaged Property securing the 828-850 Madison Avenue Total
Loan, the 3434
North Washington Boulevard Total Loan, the 500 Sansome Office Total
Loan, the
280 Park Avenue Total Loan or any CBA A/B Loan Pair, for the
benefit of the
Certificateholders, the Companion Loan Holder(s) and the Junior
Loan Holder(s),
as their interests may appear), through foreclosure, acceptance of
a
deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in
connection with the default or imminent default of a Loan or a Loan
Combination.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Reportable Event": As defined in Section 11.09.
"Reporting Servicer": The Master Servicers, the Special
Servicers,
the Trustee and any Servicing Function Participant, as the case may
be.
"Repurchased Note": As defined in Section 3.34.
"Repurchasing Seller": As defined in Section 3.34.
"Request for Release": A release signed by a Servicing Officer of
a
Master Servicer or a Special Servicer, as applicable, in the form
of Exhibit D
attached hereto.
"Requesting Subordinate Certificateholder": The Holder of any of
the
Class L, Class M, Class N, Class O, Class P, Class Q or Class S
Certificates,
that delivers notice to the Trustee, the Master Servicers and the
Special
Servicers indicating that such Holder is a "Requesting
Subordinate
Certificateholder."
"Responsible Officer": (i) Any officer of the Global Securities
and
Trust Services group of the Certificate Administrator (and, in the
event that
the Certificate Administrator is the Certificate Registrar or the
Paying Agent,
of the Certificate Registrar or the Paying Agent, as applicable)
and (ii) when
used with respect to the initial Trustee, any Vice President,
Assistant Vice
President or trust officer of the Trustee having direct
responsibility for the
administration of this Agreement, and with respect to any successor
Trustee, any
officer or assistant officer in the corporate trust department of
the Trustee or
any other officer of the Trustee customarily performing functions
similar to
those performed by any of the above designated officers to whom a
particular
matter is referred by the Trustee because of such officer's
knowledge of and
familiarity with the particular subject.
"Responsible Party": As to the specified Loans, the indicated
party:
(a) in the case of the CSMC Loans, the CSMC Mortgage Loan Seller;
(b) in the
case of the LaSalle Loans, the LaSalle Mortgage Loan Seller; (c) in
the case of
the KeyBank Loans, the KeyBank Mortgage Loan Seller; (d) in the
case of the BCRE
Loan, the BCRE Mortgage Loan Seller; and (e) in the case of the
NCB, FSB Loans,
the NCB, FSB Mortgage Loan Seller; provided that, insofar as the
obligations of
the CSMC Mortgage Loan Seller under Section 7 of the CSMC Mortgage
Loan Purchase
Agreement are guaranteed by the Column Performance Guarantor, then
the term
"Responsible Party" shall, as to the CSMC Loans, mean the CSMC
Mortgage Loan
Seller and the Column Performance Guarantor, individually and
collectively, as
the context may require.
"Restricted Master Servicer Reports": Collectively, to the
extent
not filed with the Commission, the CMSA Comparative Financial
Status Report, the
CMSA Servicer Watch List, the CMSA Operating Statement Analysis
Report, the CMSA
Financial File, the Asset Status Report and CMSA NOI Adjustment
Worksheet.
"Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence
of a default)
for each applicable ARD Loan, as calculated and as set forth in the
related ARD
Loan.
"Ritz Carlton Mortgage Loan": The Loan identified as Loan No. 4
on
the Mortgage Loan Schedule.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global
Certificate, or multiple
global Certificates collectively, registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP
number and
does not bear a Regulation S Legend.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., and its successors in interest. If
neither such
rating agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the other parties hereto, and specific ratings of
Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated; provided, however, that if such designated party has
not then
assigned a rating to a depository institution, insurer or any other
Person or
item, then any failure to satisfy a requirement under this
Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of
Default or
breach of the Servicing Standard solely as a result of such
failure. References
herein to "applicable rating category" (other than such references
to "highest
applicable rating category") shall, in the case of S&P, be
deemed to refer to
such applicable rating category of S&P, without regard to any
plus or minus or
other comparable rating qualification.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the
rules
and regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section 11.08.
"Securities Act": The Securities Act of 1933, as amended and
the
rules and regulations thereunder.
"Security Agreement": With respect to any Loan or Junior Loan,
any
security agreement or equivalent instrument, whether contained in
the related
Mortgage or executed separately, creating in favor of the holder of
such
Mortgage a security interest in the personal property constituting
security for
repayment of such Loan or Junior Loan, as the case may be.
"Security Position Listing": A listing prepared by the Depository
of
the holdings of Depository Participants with respect to the
Certificates.
"Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate of the Class Principal
Balances of
the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-1-A
Certificates and
the Class A-4FL Regular Interest outstanding immediately prior
thereto equals or
exceeds the sum of (a) the aggregate Stated Principal Balance of
the Mortgage
Pool that will be outstanding immediately following such
Distribution Date, plus
(b) the lesser of (i) the Principal Distribution Amount for such
Distribution
Date and (ii) the portion of the Available Distribution Amount for
such
Distribution Date that will remain after all distributions of
interest to be
made on the Class A-X, Class A-SP, Class A-Y, Class A-1, Class A-2,
Class A-AB,
Class A-3 and Class A-1-A Certificates and the Class A-4FL Regular
Interest on
such Distribution Date pursuant to Section 4.01(a) have been so
made.
"Sequential Pay Certificates": Any of the Class A-1, Class
A-1-A,
Class A-2, Class A-AB, Class A-3, Class A-4FL, 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 O, Class P, Class Q or Class S
Certificates.
"Serviced Loan Combinations": The 3434 North Washington
Boulevard
Total Loan, the 828-850 Madison Avenue Total Loan, the 500 Sansome
Office Total
Loan, the 280 Park Avenue Total Loan and, with respect to each CBA
A/B Loan
Pair, upon a "Material Default" under the related CBA A/B
Intercreditor
Agreement, such CBA A/B Loan Pair, collectively.
"Servicer": As defined in Section 11.03.
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Loans or any other assets of the
Trust by an
entity that meets the definition of "servicer' set forth in Item
1101 of
Regulation AB and is subject to the disclosure requirements set
forth in 1108 of
Regulation AB. For clarification purposes, any uncapitalized
occurrence of this
term shall have the meaning commonly understood by participants in
the
commercial mortgage-backed securitization market.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and
expenses and
fees of real estate brokers, paid or to be paid, as the context
requires, out of
its own funds, by a Master Servicer or Special Servicer (or, if
applicable, the
Trustee) in connection with the servicing of a Loan and/or (if
applicable) the
related Companion Loan and Junior Loan(s), after a default,
delinquency or other
unanticipated event has occurred or is reasonably foreseeable, or
in connection
with the administration of any REO Property, including (1) any such
costs and
expenses associated with (a) compliance with the obligations of a
Master
Servicer and/or Special Servicer set forth in Sections 2.03,
3.03(c) and 3.09,
(b) the preservation, insurance, restoration, protection and
management of a
Mortgaged Property, including the cost of any "force placed"
insurance policy
purchased by a Master Servicer or Special Servicer to the extent
such cost is
allocable to a particular Mortgaged Property that such Master
Servicer or
Special Servicer is required to cause to be insured pursuant to
Section 3.07,
(c) obtaining any Insurance and Condemnation Proceeds or
Liquidation Proceeds in
respect of any such Loan, Companion Loan, Junior Loan or any REO
Property, (d)
any enforcement or judicial proceedings with respect to any such
Loan and/or (if
applicable) the related Companion Loan or Junior Loan(s), including
foreclosures
and similar proceedings, (e) the operation, leasing, management,
maintenance and
liquidation of any REO Property, (f) obtaining any Appraisal or
environmental
report required to be obtained hereunder, and (g) UCC filings (to
the extent
that the costs thereof are not reimbursed by the related Borrower),
(2) the
reasonable and direct out-of-pocket travel expenses incurred by a
Special
Servicer in connection with performing inspections pursuant to
Section 3.19, and
(3) any other expenditure which is expressly designated as a
Servicing Advance
herein.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to
time.
"Servicing Fee": With respect to any Loan, 3434 North
Washington
Boulevard Junior Loan, 500 Sansome Office Junior Loan or 828-850
Madison Avenue
Junior Loan (and any successor REO Loan with respect to any of the
foregoing),
any related Master Servicing Fee and related Primary Servicing Fee,
together.
"Servicing Fee Rate": With respect to any Loan, 3434 North
Washington Boulevard Junior Loan, 500 Sansome Office Junior Loan or
828-850
Madison Avenue Junior Loan (and any successor REO Loan with respect
to any of
the foregoing), the sum of any related Master Servicing Fee Rate
and any related
Primary Servicing Fee Rate.
"Servicing File": Any documents, certificates, opinions and
reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Borrower in connection with or relating to
the
origination and servicing of any Loan, Companion Loan or Junior
Loan or which
are reasonably required for the ongoing administration of such
Loan, Companion
Loan or Junior Loan, as the case may be, including appraisals,
surveys,
engineering reports, environmental reports, financial statements,
leases, rent
rolls and tenant estoppels, but excluding any other documents and
writings that
have been prepared by the related Mortgage Loan Seller or any of
its Affiliates
solely for internal credit analysis or other internal uses or
any
attorney-client privileged communication, together with copies of
documents
required to be part of the related Mortgage File.
With respect to the Ritz Carlton Mortgage Loan, the delivery of
the
Servicing File by either BCRE or Column shall satisfy the delivery
requirements
for both BCRE and Column.
"Servicing Function Participant": Any Person, other than the
Master
Servicers, the Special Servicers and the Trustee, that is, within
the meaning of
Item 1122 of Regulation AB, performing activities that address the
Servicing
Criteria, unless such Person's activities relate only to 5% or less
of the Loans
(calculated by Stated Principal Balance).
"Servicing Group": Servicing Group A or Servicing Group B, as
applicable.
"Servicing Group A": Collectively, all of the Loans that are Group
A
Loans and any successor REO Loans with respect thereto.
"Servicing Group B": Collectively, all of the Loans that are Group
B
Loans and any successor REO Loans with respect thereto.
"Servicing Officer": Any officer and/or employee of a Master
Servicer or Special Servicer involved in, or responsible for, the
administration
and servicing of Loans (and if applicable, the related Junior Loans
and
Companion Loan), whose name and specimen signature appear on a list
of servicing
officers furnished by such Master Servicer or Special Servicer, as
the case may
be, to the Trustee, the Certificate Administrator and the Depositor
on the
Closing Date as such list may be amended from time to time
thereafter.
"Servicing Standard": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Loan, Companion
Loan
or Junior Loan, as applicable, the occurrence of any of the
following events:
(i) a payment default
shall have occurred on such Loan, Companion
Loan or
Junior Loan, as the case may be, at its Maturity Date (except,
if
(a) the
Borrower is making its Assumed Scheduled Payment, (b) the
Borrower
notifies
the Master Servicer of its intent to refinance such Loan,
Companion
Loan or Junior Loan, as the case may be, and is diligently
pursuing
such refinancing, (c) the Borrower delivers a firm commitment
to
refinance
acceptable to the applicable Special Servicer, with the consent
of the
Directing Certificateholder within 45 days after the Maturity
Date,
and (d)
such refinancing occurs within 60 days of such default, which
60-day
period may be extended to 120 days at the applicable Special
Servicer's
discretion, with the consent of the Directing
Certificateholder); provided, that in the case of clause (c) and
clause
(d) the
applicable Special Servicer will not follow any such direction,
or
refrain
from acting based upon the lack of any such direction, of the
Directing
Certificateholder, if following any such direction of the
Directing
Certificateholder or refraining from taking such action based
upon the
lack of any such direction of the Directing Certificateholder
would
violate the Servicing Standard; or
(ii) any Monthly Payment (other than a Balloon Payment) or
monthly
debt
service payment is 60 days or more delinquent; or
(iii) the applicable Master Servicer or, with the approval of
the
Directing
Certificateholder, the applicable Special Servicer determines
that a
payment default or a material non-monetary default has occurred
or
is
imminent and is not likely to be cured within 60 days; or
(iv) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs
is entered
against the related Borrower; provided that if such decree or
order is
discharged or stayed within 60 days of being entered, such
Loan,
Companion
Loan or Junior Loan, as the case may be, shall not be a
Specially
Serviced Loan (and no Special Servicing Fees, Workout Fees or
Liquidation Fees will be payable with respect thereto); or
(v) the related Borrower shall file for or consent to the
appointment of a conservator or receiver or liquidator in any
insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar
proceedings of or relating to such Borrower or of or relating to
all or
substantially all of its property; or
(vi) the related Borrower shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency or reorganization statute, make an
assignment
for the benefit of its creditors, or voluntarily suspend
payment of
its obligations; or
(vii) the applicable Master Servicer has received notice of the
foreclosure or proposed foreclosure of any lien on the related
Mortgaged
Property;
or
(viii) with respect to any Loan that is a part of any Loan
Combination where the related Junior Loan Holder has exercised its
right
to cure
consecutive monetary defaults up to the amount of consecutive
monetary
defaults permitted pursuant to the related Intercreditor
Agreement,
the occurrence of a monetary default in the following month; or
(ix) any other default has occurred which, in the reasonable
judgment
of the applicable Special Servicer (with the approval of the
Directing
Certificateholder) or the applicable Master Servicer, has
materially
and adversely affected the value of such Loan, Companion Loan
or Junior
Loan, as the case may be, or otherwise materially and adversely
affects
the interests of the Certificateholders and, in either such
case,
has
continued unremedied for 30 days (irrespective of any applicable
grace
period
specified in the related Loan Documents), provided that the
failure
of the
related Borrower to obtain all-risk casualty insurance that
does
not
contain any carve-out for terrorist or similar act (other than
such
amounts as
are specifically required by the related Loan Agreement) shall
not apply
with respect to this clause if the applicable Special Servicer
has
determined in accordance with the Servicing Standard 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 Mortgaged Property and located in or around the region in
which such
Mortgaged Property is located or (b) such insurance is not
available
at any rate.
Notwithstanding the foregoing, if a default occurs under any
Loan
Combination, which the related Junior Loan Holder has the option to
cure
pursuant to the related Intercreditor Agreement, then a Servicing
Transfer Event
will not be deemed to have occurred with respect to such Loan
Combination and
such Loan Combination will not be considered a Specially Serviced
Loan unless
and until the related Junior Loan Holder or Companion Loan Holder
does not
exercise its option to cure prior to the expiration of the
applicable cure
period as described in such related Intercreditor Agreement.
"Significant Loan": At any time, (a) any Loan (i) whose
principal
balance is $20,000,000 or more at such time or (ii) that is (x) a
Loan, (y) part
of a group of Crossed Loans or (z) part of a group of Loans made to
affiliated
Borrowers that, in each case, in the aggregate, represents 5% or
more of the
aggregate outstanding principal balance of the Mortgage Pool at
such time or (b)
any one of the ten largest Loans (which for the purposes of this
definition
shall include groups of Crossed Loans and groups of Loans made to
affiliated
Borrowers), by outstanding principal balance at such time.
"Similar Law": Any federal, state or local law materially similar
to
Section 406 or 407 of ERISA or Section 4975 of the Code.
"Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such
exceptions as may
be approved by the applicable Master Servicer or Special Servicer
in their
respective discretion, in each case in accordance with the
Servicing Standard)
that it is formed solely for the purpose of owning and pledging
Defeasance
Collateral relating to one or more Defeasance Loans; shall not
engage in any
business unrelated to such Defeasance Collateral; shall not have
any assets
other than those related to its interest in the Defeasance
Collateral and may
not incur any indebtedness other than as required to assume the
defeased
obligations under the related Note or Notes that have been
defeased; shall
maintain its own books, records and accounts, in each case which
are separate
and apart from the books, records and accounts of any other Person;
shall hold
regular meetings, as appropriate, to conduct its business, and
shall observe all
entity level formalities and recordkeeping; shall conduct business
in its own
name and use separate stationery, invoices and checks; may not
guarantee or
assume the debts or obligations of any other Person; shall not
commingle its
assets or funds with those of any other Person; shall pay its
obligations and
expenses and the salaries of its own employees from its own funds
and allocate
and charge reasonably and fairly any common employees or overhead
shared with
Affiliates; shall prepare separate tax returns and financial
statements or, if
part of a consolidated group, shall be shown as a separate member
of such group;
shall transact business with Affiliates on an arm's-length basis
pursuant to
written agreements; shall hold itself out as being a legal entity,
separate and
apart from any other Person; if such entity is a limited
partnership, shall have
as its only general partners, general partners which are
Single-Purpose Entities
which are corporations; if such entity is a corporation, at all
relevant times,
has and will have at least one Independent Director; the board of
directors of
such entity shall not take any action requiring the unanimous
affirmative vote
of 100% of the members of the board of directors unless all of the
directors,
including without limitation all Independent Directors, shall have
participated
in such vote; shall not fail to correct any known misunderstanding
regarding the
separate identity of such entity; if such entity is a limited
liability company,
shall have at least one member that is a Single-Purpose Entity
which is a
corporation, and such corporation shall be the managing member of
such limited
liability company; shall hold its assets in its own name; except
for the pledge
of such Defeasance Collateral, shall not pledge its assets for the
benefit of
any other person or entity; shall not make loans or advances to any
person or
entity; shall not identify its partners, members or shareholders,
or any
affiliates of any of them as a division or part of it; if such
entity is a
limited liability company, such entity shall dissolve only upon the
bankruptcy
of the managing member, and such entity's articles of organization,
certificate
of formation and/or operating agreement, as applicable, shall
contain such
provision; if such entity is a limited liability company or limited
partnership,
and such entity has one or more managing members or general
partners, as
applicable, then such entity shall continue (and not dissolve) for
so long as a
solvent managing member or general partner, as applicable, exists
and such
entity's organizational documents shall contain such provision. The
SPE's
organizational documents shall further prohibit any dissolution and
winding up
and provide that any insolvency filing for such entity requires the
unanimous
consent of all partners, directors (including without limitation
all Independent
Directors) or members, as applicable, and that such documents may
not without
Rating Agency confirmation of Certificate ratings, in respect of
any Significant
Loan, be amended with respect to the Single-Purpose Entity
requirements so long
as any Certificates are outstanding.
"Sole Certificateholder": Any Holder (or Holders provided they
act
in unanimity) holding 100% of then outstanding Class A-X, Class
A-SP, Class A-Y,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates or
an assignment of the voting rights thereof; provided, however, that
the Class
Principal Balances of the Class A-1, Class A-1-A, Class A-2, Class
A-AB, Class
A-3, Class A-4FL, Class A-M, Class A-J, Class B, Class C, Class D,
Class E,
Class F, Class G, Class H, Class J and Class K Certificates have
been reduced to
zero.
"Special Servicer": With respect to (a) all of the Group A
Loans,
any related Companion Loan or Junior Loans and any related REO
Properties, and
any matters relating to the foregoing, Special Servicer No. 1, and
(b) all of
the Group B Loans and any related REO Properties, and any matters
relating to
the foregoing, Special Servicer No. 2.
"Special Servicer No. 1": LNR Partners Inc., in its capacity as
special servicer with respect to the Group A Loans, any related
Companion Loan
or Junior Loans and any related REO Properties hereunder, or any
successor
special servicer appointed as provided herein with respect to the
Group A Loans,
any related Junior Loans and any related REO Properties.
"Special Servicer No. 2": National Consumer Cooperative Bank, in
its
capacity as special servicer with respect to the Group B Loans and
any related
REO Properties hereunder, or any successor special servicer
appointed as
provided herein with respect to the Group B Loans and any related
REO
Properties.
"Special Servicing Fee": With respect to each Specially
Serviced
Loan and REO Loan, the fee payable to the applicable Special
Servicer pursuant
to the first paragraph of Section 3.11(b), computed on the basis of
the Stated
Principal Balance of the related Loan and for the same period for
which any
related interest payment on the related Specially Serviced Loan is
computed, as
more particularly described in Section 3.11(b).
"Special Servicing Fee Rat
