Exhibit 4
Execution Copy
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
WELLS FARGO BANK, N.A.,
Master Servicer No. 1
MIDLAND LOAN SERVICES, INC.,
Master Servicer No. 2
J.E. ROBERT COMPANY, INC.,
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of
September 1, 2006
J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-LDP8
Commercial Mortgage Pass-Through Certificates
Series 2006-LDP8
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms..................................................
Section 1.02 Certain
Calculations...........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans...................................
Section 2.02 Acceptance by
Trustee..........................................
Section 2.03 Representations,
Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in
Mortgage Files and Breaches of Representations and
Warranties....................................................
Section 2.04 Execution of
Certificates; Issuance of Uncertificated
Lower-Tier Interests..........................................
Section 2.05 Grantor Trust
Designations.....................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act
as Master Servicer; Special
Servicer to Act as Special Servicer; Administration
of the Mortgage Loans.........................................
Section 3.02 Collection of Mortgage
Loan Payments...........................
Section 3.03 Collection of Taxes,
Assessments and Similar Items;
Servicing Accounts............................................
Section 3.04 The Certificate
Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution
Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account, the Excess Interest
Distribution Account and the Floating Rate Account............
Section 3.05 Permitted Withdrawals
from the Certificate Accounts,
the
Distribution Accounts, the Companion Distribution
Account, the Excess Interest Distribution Account and
the Floating Rate Account.....................................
Section 3.06 Investment of Funds in
the Certificate Accounts and
the REO Account...............................................
Section 3.07 Maintenance of
Insurance Policies; Errors and
Omissions and Fidelity Coverage...............................
Section 3.08 Enforcement of
Due-on-Sale Clauses; Assumption
Agreements....................................................
Section 3.09 Realization Upon
Defaulted Mortgage Loans......................
Section 3.10 Trustee to Cooperate;
Release of Mortgage Files................
Section 3.11 Servicing
Compensation.........................................
Section 3.12 Inspections;
Collection of Financial Statements................
Section 3.13
[RESERVED].....................................................
Section 3.14
[RESERVED].....................................................
Section 3.15 Access to Certain
Information..................................
Section 3.16 Title to REO Property;
REO Account.............................
Section 3.17 Management of REO
Property.....................................
Section 3.18 Sale of Defaulted
Mortgage Loans and REO Properties............
Section 3.19 Additional Obligations
of the Applicable Master
Servicer and Special Servicer.................................
Section 3.20 Modifications,
Waivers, Amendments and Consents................
Section 3.21 Transfer of Servicing
Between Master Servicer and
Special Servicer; Recordkeeping; Asset Status Report..........
Section 3.22 Sub-Servicing
Agreements.......................................
Section 3.23 Representations,
Warranties and Covenants of the
Master Servicers..............................................
Section 3.24 Representations,
Warranties and Covenants of the
Special Servicer..............................................
Section 3.25 Interest Reserve
Account.......................................
Section 3.26 Excess Interest
Distribution Account...........................
Section 3.27 Directing
Certificateholder Contact with Master
Servicers.....................................................
Section 3.28 Controlling Class
Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder...................................
Section 3.29 Intercreditor
Agreements.......................................
Section 3.30 Companion Paying
Agent.........................................
Section 3.31 Companion
Register.............................................
Section 3.32 Swap
Contract..................................................
Section 3.33 Certain Matters
Relating to the RREEF Portfolio
Mortgage Loan.................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions..................................................
Section 4.02 Statements to
Certificateholders; CMSA Investor
Reporting Package (IRP)s; Grant of Power of Attorney..........
Section 4.03 P&I
Advances...................................................
Section 4.04
Allocation of
Collateral Support Deficit.......................
Section 4.05 Appraisal
Reductions...........................................
Section 4.06 Certificate Deferred
Interest..................................
Section 4.07 Grantor Trust
Reporting........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02 Registration of
Transfer and Exchange of Certificates..........
Section 5.03 Book-Entry
Certificates........................................
Section 5.04 Mutilated, Destroyed,
Lost or Stolen Certificates..............
Section 5.05 Persons Deemed
Owners..........................................
Section 5.06 Certificate Ownership
Certification............................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the
Depositor, the Master Servicers and
the Special Servicer..........................................
Section 6.02 Merger, Consolidation
or Conversion of the Depositor,
the Master Servicers or the Special Servicer..................
Section 6.03 Limitation on
Liability of the Depositor, the Master
Servicers, the Special Servicer and Others....................
Section 6.04 Master Servicers and
Special Servicer Not to Resign............
Section 6.05 Rights of the
Depositor in Respect of the Master
Servicers and the Special Servicer............................
Section 6.06 The Master Servicers
and the Special Servicer as
Certificate Owner.............................................
Section 6.07 The Directing
Certificateholder................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default;
Master Servicer and Special
Servicer Termination..........................................
Section 7.02 Trustee to Act;
Appointment of Successor.......................
Section 7.03 Notification to
Certificateholders.............................
Section 7.04 Waiver of Events of
Default....................................
Section 7.05 Trustee as Maker of
Advances...................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee..........................................
Section 8.02 Certain Matters
Affecting the Trustee..........................
Section 8.03 Trustee Not Liable for
Validity or Sufficiency of
Certificates or Mortgage Loans................................
Section 8.04 Trustee May Own
Certificates...................................
Section 8.05 Fees and Expenses of
Trustee; Indemnification of
Trustee.......................................................
Section 8.06 Eligibility
Requirements for Trustee...........................
Section 8.07 Resignation and
Removal of the Trustee.........................
Section 8.08 Successor
Trustee..............................................
Section 8.09 Merger or
Consolidation of Trustee.............................
Section 8.10 Appointment of
Co-Trustee or Separate Trustee..................
Section 8.11 Appointment of
Custodians......................................
Section 8.12 Access to Certain
Information..................................
Section 8.13 Representations and
Warranties of the Trustee..................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon
Repurchase or Liquidation of All
Mortgage Loans................................................
Section 9.02 Additional Termination
Requirements............................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01
REMIC Administration...........................................
Section 10.02
Use of Agents..................................................
Section 10.03
Depositor, Master Servicers and Special Servicer to
Cooperate with Trustee........................................
Section 10.04
Appointment of REMIC Administrators............................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01
Intent of the Parties; Reasonableness..........................
Section 11.02
Succession; Subcontractors.....................................
Section 11.03
Filing Obligations.............................................
Section 11.04
Form 10-D Filings..............................................
Section 11.05
Form 10-K Filings..............................................
Section 11.06
Sarbanes-Oxley Certification...................................
Section 11.07
Form 8-K Filings...............................................
Section 11.08
Form 15 Filing.................................................
Section 11.09
Annual Compliance Statements...................................
Section 11.10
Annual Reports on Assessment of Compliance with
Servicing Criteria............................................
Section 11.11
Annual Independent Public Accountants' Servicing
Report........................................................
Section 11.12
Indemnification................................................
Section 11.13
Amendments.....................................................
Section 11.14
Regulation AB Notices..........................................
Section 11.15
Certain Matters Relating to the Future Securitization
of the Serviced Pari Passu Companion Loans....................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment......................................................
Section 12.02
Recordation of Agreement; Counterparts.........................
Section 12.03
Limitation on Rights of Certificateholders.....................
Section 12.04
Governing Law..................................................
Section 12.05
Notices........................................................
Section 12.06
Severability of Provisions.....................................
Section 12.07
Grant of a Security Interest...................................
Section 12.08
Successors and Assigns; Third Party Beneficiaries..............
Section 12.09
Article and Section Headings...................................
Section 12.10
Notices to the Rating Agencies.................................
EXHIBITS
Exhibit A-1 Form of Class A-1
Certificate
Exhibit A-2 Form of Class A-2
Certificate
Exhibit A-3 Form of Class A-3A
Certificate
Exhibit A-4 Form of Class A-3FL
Certificate
Exhibit A-5 Form of Class A-3B
Certificate
Exhibit A-6 Form of Class A-4
Certificate
Exhibit A-7 Form of Class A-SB
Certificate
Exhibit A-8 Form of Class A-1A
Certificate
Exhibit A-9 Form of Class X
Certificate
Exhibit A-10
Form of Class A-M Certificate
Exhibit A-11
Form of Class A-J Certificate
Exhibit A-12
Form of Class B Certificate
Exhibit A-13
Form of Class C Certificate
Exhibit A-14
Form of Class D Certificate
Exhibit A-15
Form of Class E Certificate
Exhibit A-16
Form of Class F Certificate
Exhibit A-17
Form of Class G Certificate
Exhibit A-18
Form of Class H Certificate
Exhibit A-19
Form of Class J Certificate
Exhibit A-20
Form of Class K Certificate
Exhibit A-21
Form of Class L Certificate
Exhibit A-22
Form of Class M Certificate
Exhibit A-23
Form of Class N Certificate
Exhibit A-24
Form of Class P Certificate
Exhibit A-25
Form of Class NR Certificate
Exhibit A-26
Form of Class S Certificate
Exhibit A-27
Form of Class R Certificate
Exhibit A-28
Form of Class LR Certificate
Exhibit B Mortgage
Loan Schedule
Exhibit C Form of
Investment Representation Letter
Exhibit D-1 Form of Transfer
Affidavit
Exhibit D-2 Form of Transferor
Letter
Exhibit E Form of
Request for Release
Exhibit F Form of
ERISA Representation Letter
Exhibit G Form of
Statement to Certificateholders
Exhibit H Form of
Omnibus Assignment
Exhibit I-1 Form of Regulation S
Transfer Certificate during Restricted
Period
Exhibit I-2 Form of Regulation S
Transfer Certificate after Restricted Period
Exhibit J Form of
Purchase Option Notice
Exhibit K Form of
Transfer Certificate for Rule 144A Book-Entry Certificate
to Regulation S Book-Entry Certificate during Restricted Period
Exhibit L Form of
Assignment, Assumption and Recognition Agreement
Exhibit M Form of
Notice Relating to the RREEF Portfolio Mortgage Loan
Exhibit N Form of
Transfer Certificate for Rule 144A Book-Entry Certificate
to Regulation S Book-Entry Certificate after Restricted Period
Exhibit O Form of
Transfer Certificate for Regulation S Book-Entry
Certificate to Rule 144A Global Book-Entry Certificate during
Restricted Period
Exhibit P Form of
Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q Form of
Certification to be Provided with Form 10-K
Exhibit R-1 Form of Certification
to be Provided to Depositor by Trustee
Exhibit R-2 Form of Certification
to be Provided to Depositor by Each Master
Servicer
Exhibit R-3 Form of Certification
to be Provided to Depositor by Special
Servicer
Exhibit S Initial
Companion Holders
Exhibit T Form of
Notice and Certification regarding Defeasance of Mortgage
Loan
Exhibit U
Information Request from Certificateholder, Beneficial Owner or
Prospective Purchaser
Exhibit V Trustee
Certification/Exception Report
Exhibit W Servicing
Criteria to be Addressed in Assessment of Compliance
Exhibit X Additional
Form 10-D Disclosure
Exhibit Y Additional
Form 10-K Disclosure
Exhibit Z Form 8-K
Disclosure Information
Exhibit AA Additional
Disclosure Notification
Exhibit BB Servicing and
Subservicing Agreements
Exhibit CC Swap Contract
Related to the Class A-3FL Certificates
Schedule 1 Mortgage Loans
Containing Additional Debt
Schedule 2 Mortgage Loans
that Initially Pay Interest Only
Schedule 3 Assumption Fees
on Certain Mortgage Loans
Schedule 4 Class A-SB
Planned Principal Balance Schedule
Schedule 5 Mortgage Loans
with Earnouts, Holdbacks or Letters of Credit
<PAGE>
This Pooling and Servicing Agreement (the "Agreement") is dated
and effective as of September 1, 2006, among J.P. Morgan Chase
Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, N.A., as
Master
Servicer No. 1, Midland Loan Services, Inc., as Master Servicer No.
2, J.E.
Robert Company, Inc., as Special Servicer and LaSalle Bank National
Association,
as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in
multiple classes (each, a "Class"), which in the aggregate will
evidence the
entire beneficial ownership interest in the trust fund (the "Trust
Fund") to be
created hereunder, the primary assets of which will be a pool of
commercial,
multifamily and manufactured housing community mortgage loans (the
"Mortgage
Loans"). As provided herein, the Trustee shall elect or shall cause
an election
to be made to treat the Trust Fund (exclusive of the Class A-3FL
Regular
Interest, the Swap Contract, the Floating Rate Account, the Excess
Interest, the
Excess Interest Distribution Account and the proceeds thereof) for
federal
income tax purposes as two separate real estate mortgage investment
conduits
(the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as described
herein).
The parties intend that the portions of the Trust Fund
representing (i) the Excess Interest, the Excess Interest
Distribution Account
and the proceeds thereof and (ii) the Class A-3FL Regular Interest,
the Swap
Contract, the Floating Rate Account and the proceeds thereof will
be treated as
a grantor trust under subpart E of Part I of subchapter J of the
Code and that
the beneficial interests therein will be represented by the Class S
Certificates
and the Class A-3FL Certificates, respectively.
LOWER-TIER REMIC
The Class LA-1, Class LA-1A, Class LA-2, Class LA-3A, Class
LA-3FL, Class LA-3B, Class LA-4, Class LA-SB, Class LA-M, Class
LA-J, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class
LJ, Class LK,
Class LL, Class LM, Class LN, Class LP and Class LNR Uncertificated
Interests
will evidence "regular interests" in the Lower-Tier REMIC created
hereunder. The
sole Class of "residual interests" in the Lower-Tier REMIC will be
evidenced by
the Class LR Certificates.
The following table sets forth the Original Lower-Tier
Principal
Amounts and per annum rates of interest for the Uncertificated
Lower-Tier
Interests and the Class LR Certificates:
Interest
Original Lower-Tier
Class Designation Rate
Principal Amount
----------------- --------
-------------------
Class LA-1
(1)
$32,132,000
Class LA-2
(1)
$207,310,000
Class LA-3A
(1)
$50,000,000
Class LA-3FL
(1)
$150,000,000
Class LA-3B
(1)
$184,430,000
Class LA-4
(1)
$856,221,000
Class LA-SB
(1)
$69,145,000
Class LA-M
(1)
$596,981,000
Class LA-J
(1)
$306,603,000
Class LB
(1)
$260,612,000
Class LC
(1)
$53,656,000
Class LD
(1)
$22,995,000
Class LE
(1)
$42,158,000
Class LF
(1)
$34,492,000
Class LG
(1)
$38,326,000
Class LH
(1)
$30,660,000
Class LJ
(1)
$38,325,000
Class LK
(1)
$11,498,000
Class LL
(1)
$7,665,000
Class LM
(1)
$11,498,000
Class LN
(1)
$3,832,000
Class LP
(1)
$11,498,000
Class LNR
(1)
$11,497,000
Class LR
None(2)
None(2)
----------------
(1) The interest rate
for such Class of Uncertificated Lower-Tier Interests
shall be the Weighted Average Net Mortgage Rate.
(2) The Class LR
Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to
distributions of
Yield Maintenance Charges. Any Available Distribution Amount
remaining in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular Distribution Amount shall be distributed to the Holders of
the
Class LR Certificates (but only to the extent of the Available
Distribution
Amount for such Distribution Date, if any, remaining in the
Lower-Tier
Distribution Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4,
Class
A-SB, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P,
Class NR and Class X Certificates and the Class A-3FL Regular
Interest will
evidence "regular interests" in the Upper-Tier REMIC created
hereunder. The sole
Class of "residual interests" in the Upper-Tier REMIC created
hereunder will be
evidenced by the Class R Certificates.
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the
"Original Certificate Balance") or Notional Amount ("Original
Notional Amount"),
as applicable, and the initial ratings given each Class by the
Rating Agencies
for each Class of Certificates and the Class A-3FL Regular Interest
comprising
the interests in the Upper-Tier REMIC created hereunder:
Original
Initial
Certificate
Pass-Through
Balance or
Ratings(1)
Rate
Notional Amount
(Moody's/S&P)
------------ ---------------
-------------
Class A-1 Certificates(2) 5.2410%
$
32,132,000
Aaa/AAA
Class A-2 Certificates(2) 5.2890%
$ 207,310,000
Aaa/AAA
Class A-3A Certificates(2) 5.3880%
$
50,000,000
Aaa/AAA
Class A-3FL Regular
Interest(2)
5.4900%(3) $ 150,000,000(4) Aaa/AAA(5)
Class A-3B Certificates(2) 5.4470%
$ 184,430,000
Aaa/AAA
Class A-4 Certificates(2) 5.3990%
$ 856,221,000
Aaa/AAA
Class A-SB Certificates(2) 5.3700%
$
69,145,000
Aaa/AAA
Class A-1A Certificates(2) 5.3970%
$ 596,981,000
Aaa/AAA
Class A-M Certificates
5.4400%
$ 306,603,000
Aaa/AAA
Class A-J Certificates
5.4800%(6) $ 260,612,000
Aaa/AAA
Class B Certificates
5.5200%(6) $ 53,656,000
Aa2/AA
Class C Certificates
5.5490%(6) $ 22,995,000
Aa3/AA-
Class D Certificates
5.6180%(6) $ 42,158,000
A1/A+
Class E Certificates
5.5856%(7) $ 34,492,000
A2/A
Class F Certificates
5.7626%(7) $ 38,326,000
A3/A-
Class G Certificates
5.8616%(7) $ 30,660,000
Baa1/BBB+
Class H Certificates
5.9926%(8) $ 38,325,000
Baa2/BBB
Class J Certificates
5.0970%(6) $ 11,498,000
Baa3/BBB-
Class K Certificates
5.0970%(6) $ 7,665,000
Ba1/BB+
Class L Certificates
5.0970%(6) $ 11,498,000
Ba2/BB
Class M Certificates
5.0970%(6) $ 3,832,000
Ba3/BB-
Class N Certificates
5.0970%(6) $ 11,498,000
B1/*
Class P Certificates
5.0970%(6) $ 11,497,000
B2/*
Class NR Certificates
5.0970%(6) $ 34,493,770
*/*
Class R Certificates
N/A(9)
N/A(9)
*/*
Class X Certificates
0.5783(10) $
3,066,027,770(11) Aaa/AAA/AAA
-----------------------
(1) The
Certificates marked with an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes
of making distributions to the Class A-1, Class A-2, Class
A-3A,
Class A-3B, Class A-4, Class A-SB and Class A-1A Certificates
and
the Class
A-3FL Regular Interest, the pool of Mortgage Loans will be
deemed to
consist of two distinct Loan Groups, Loan Group 1 and Loan
Group
2.
(3) The Class
A-3FL Regular Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-3FL Certificates in exchange therefor. The Pass-Through
Rate
applicable to the Class A-3FL Regular Interest on each
Distribution
Date will
be equal to the Class A-3FL Regular Interest Pass-Through Rate.
The
Pass-Through Rate applicable to the Class A-3FL Certificates on
each
Distribution Date will be equal to the Class A-3FL Pass-Through
Rate.
(4) The
Certificate Balance of the Class A-3FL Certificates will be equal
at
all times
to the Certificate Balance of the Class A-3FL Regular Interest.
The
Original Certificate Balance of the Class A-3FL Certificates will
be
equal to
$150,000,000.
(5) The Class
A-3FL Regular Interest will not be rated. The ratings shown are
with
respect to the Class A-3FL Certificates and only reflect receipt
of
interest
at the Class A-3FL Regular Interest Pass-Through Rate.
(6) Subject to a
maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.
(7) The
Pass-Through Rate for any Distribution Date for the Class E, Class
F
and Class
G Certificates will be a per annum rate equal to the Weighted
Average
Net Mortgage Rate for the Distribution Date minus 0.4070%,
0.2300%
and
0.1310%, respectively.
(8) The
Pass-Through Rate for any Distribution Date for the Class H
Certificates will be the Weighted Average Net Mortgage Rate.
(9) The Class R
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Upper-Tier Distribution Account, after all required
distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
(10) The Pass Through
Rate for the Class X Certificates will be calculated in
accordance
with the definition of "Class X Pass Through Rate".
(11) The Class X
Certificates will not have a Certificate Balance; rather, such
Class of
Certificates will accrue interest as provided herein on the
Class
X Notional
Amount.
As of the close of business on the Cut-off Date, the Mortgage
Loans had an aggregate principal balance, after application of all
payments of
principal due on or before such date, whether or not received,
equal to
$3,066,027,770.
Six (6) mortgage loans (or groups of mortgage loans), the Park
La
Brea Pari Passu Companion Loan, the Gas Company Tower Pari Passu
Companion Loan,
the Tysons Galleria Companion Loans, the Stevens Business Center AB
Companion
Loan, the United Plaza AB Companion Loan and the Donato Corporate
Park AB
Companion Loan (collectively, the "Companion Loans"), are not part
of the Trust
Fund, but are secured by the same Mortgage that secures the related
Mortgage
Loan (each, with the exception of the Park La Brea Mortgage Loan
and the Gas
Company Tower Mortgage Loan, an "AB Mortgage Loan" and,
collectively, the "AB
Mortgage Loans") that is part of the Trust Fund. As and to the
extent provided
herein, the Companion Loans will be serviced and administered in
accordance with
this Agreement. Amounts attributable to the Companion Loans will
not be assets
of the Trust Fund, and (except to the extent that such amounts are
payable or
reimbursable to any party to this Agreement) will be owned by the
related
Companion Holders.
The Park La Brea Whole Loan consists of the Park La Brea
Mortgage
Loan and the Park La Brea Pari Passu Companion Loan. The Park La
Brea Mortgage
Loan and the Park La Brea Pari Passu Companion Loan are pari passu
with each
other. The Park La Brea Mortgage Loan is part of the Trust Fund.
The Park La
Brea Pari Passu Companion Loan is not part of the Trust Fund. The
Park La Brea
Mortgage Loan and the Park La Brea Pari Passu Companion Loan will
be serviced
and administered in accordance with this Agreement and the Park La
Brea
Intercreditor Agreement.
The Gas Company Tower Whole Loan consists of the Gas Company
Tower
Mortgage Loan and the Gas Company Tower Pari Passu Companion Loan.
The Gas
Company Tower Mortgage Loan and the Gas Company Tower Pari Passu
Companion Loan
are pari passu with each other. The Gas Company Tower Mortgage Loan
is part of
the Trust Fund. The Gas Company Tower Pari Passu Companion Loan is
not part of
the Trust Fund. The Gas Company Tower Mortgage Loan and the Gas
Company Tower
Pari Passu Companion Loan will be serviced and administered in
accordance with
this Agreement and the Gas Company Tower Intercreditor
Agreement.
The RREEF Whole Loan consists of the RREEF Mortgage Loan, the
RREEF Portfolio Fixed Rate Companion Note and the RREEF Portfolio
Floating Rate
Companion Notes. The RREEF Portfolio Mortgage Loan, the RREEF Fixed
Rate
Companion Note and the RREEF Floating Rate Companion Notes are pari
passu with
each other. The RREEF Portfolio Mortgage Loan is part of the Trust
Fund. The
RREEF Fixed Rate Companion Loan and the RREEF Floating Rate
Companion Loans are
not part of the Trust Fund. The RREEF Mortgage Loan, the RREEF
Fixed Rate
Companion Loan and the RREEF Floating Rate Companion Loans will be
serviced and
administered in accordance with the RREEF Portfolio Pooling
Agreement and the
RREEF Portfolio Intercreditor Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, the Special Servicer and the
Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized
terms, unless
the context otherwise requires, shall have the meanings specified
in this
Article.
"10-K Filing Deadline": As defined in Section 11.05.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"AB Whole Loan": Each of the Stevens Business Center Whole
Loan,
the United Plaza Whole Loan and the Donato Corporate Park Whole
Loan.
"Acceptable Insurance Default": With respect to any Mortgage
Loan
or Serviced Whole Loan or a Mortgage Loan or a Serviced Whole Loan
that
expressly requires the Mortgagor to maintain insurance coverage for
acts of
terrorism, a default under the related Mortgage Loan documents
arising by reason
of any failure on the part of the related Mortgagor to maintain
with respect to
the related Mortgaged Property specific insurance coverage with
respect to, or
an all-risk casualty insurance policy that does not specifically
exclude,
terrorist or similar acts, and/or any failure on the part of the
related
Mortgagor to maintain with respect to the related Mortgaged
Property insurance
coverage with respect to damages or casualties caused by terrorist
or similar
acts upon terms not materially less favorable than those in place
as of the
Closing Date, as to which default the applicable Master Servicer
and the Special
Servicer may forbear taking any enforcement action, provided, that
the
applicable Master Servicer (with respect to Non-Specially Serviced
Mortgage
Loans) or Special Servicer (with respect to Specially Serviced
Mortgage Loans),
as applicable, may forbear taking any enforcement action; provided
that the
Special Servicer has determined, in its reasonable judgment, based
on inquiry
consistent with the Servicing Standards and subject to the consent
of the
Directing Certificateholder (or, with respect to a Serviced Whole
Loan, after
receiving no objection from the applicable Serviced Whole Loan
Controlling
Holder), that either (a) such insurance is not available at
commercially
reasonable rates and that such hazards are not at the time commonly
insured
against for properties similar to the related Mortgaged Property
and located in
or around the region in which such related Mortgaged Property is
located, or (b)
such insurance is not available at any rate; provided, however, the
Directing
Certificateholder (or, in the case of a Serviced Whole Loan, the
applicable
Serviced Whole Loan Controlling Holder) will not have more than 30
days to
respond to the Special Servicer's request for consent; provided,
further, that
upon the Special Servicer's determination, consistent with the
Servicing
Standards, that exigent circumstances do not allow the Special
Servicer to wait
for the consent of the Directing Certificateholder (or, in the case
of a
Serviced Whole Loan, wait for any objection from the applicable
Serviced Whole
Loan Controlling Holder), the Special Servicer will not be required
to do so.
The Special Servicer shall be entitled to rely on insurance
consultants in
making determinations described above. The costs of such insurance
consultants
shall be paid from the applicable Certificate Account as a
Servicing Advance to
the extent the Mortgage Loan documents do not prohibit such amounts
from being
collected from the related Mortgagor and otherwise as an expense of
the Trust
Fund.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates (other than the Class
A-3FL
Certificates) and the Class A-3FL Regular Interest, an amount equal
to interest
for the related Interest Accrual Period at the Pass-Through Rate of
such Class
of Certificates or Class A-3FL Regular Interest, as applicable, for
such
Distribution Date, accrued on the related Certificate Balance (or
with respect
to the Class X Certificates, the Notional Amount of such Class)
outstanding
immediately prior to such Distribution Date (provided that for
interest accrual
purposes any distributions in reduction of Certificate Balance or
Notional
Amount or reductions in Certificate Balance or Notional Amount as a
result of
allocations of Collateral Support Deficit on the Distribution Date
occurring in
an Interest Accrual Period shall be deemed to have been made on the
first day of
such Interest Accrual Period). Accrued Certificate Interest shall
be calculated
on the basis of a 360-day year consisting of twelve 30-day
months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the
Class X, Class
A-3FL, Class S and the Residual Certificates), and the Class A-3FL
Regular
Interest that had an increase to its Certificate Balance as a
result of a
recovery of Nonrecoverable Advances, an amount equal to interest at
the
Pass-Through Rate applicable to that Class on the amount of such
increase to its
Certificate Balance accrued from the Distribution Date on which
Collateral
Support Deficit was allocated to such Class as a result of the
reimbursement of
Nonrecoverable Advances from the Trust to, but not including, the
Distribution
Date on which the Certificate Balance was so increased.
"Act": The Securities Act of 1933, as it may be amended from
time
to time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as
such
in the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed by the related Mortgagor to a party other than the lender
under such
Mortgage Loan as of the Closing Date as set forth on Schedule 1
hereto, as
increased or decreased from time to time pursuant to the terms of
the related
subordinate loan documents (including any subordination
agreement).
"Additional Disclosure Notification": the form of notification
to
be included with any Additional Form 10-D Disclosure, Additional
Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached
hereto as
Exhibit AA.
"Additional Exclusions": Exclusions in addition to those
customarily found in the insurance policies for mortgaged
properties similar to
the Mortgaged Properties on September 11, 2001.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Servicer": Each Affiliate of the applicable Master
Servicer, the Special Servicer or any Mortgage Loan Seller that
services any of
the Mortgage Loans and each Person who is not an Affiliate of the
applicable
Master Servicer, other than the Special Servicer, who Services 10%
or more of
the Mortgage Loans by unpaid principal balance as of any date of
determination
pursuant to Article XI.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the sum of the Servicing Fee Rate and the Trustee Fee Rate, in each
case
computed on the basis of the Stated Principal Balance of the
related Mortgage
Loan and in the same manner as interest is calculated on such
Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified
Person. For the purposes of this definition, "control" when used
with respect to
any specified Person means the power to direct the management and
policies of
such Person, directly or indirectly, whether through the ownership
of voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"AIG": AIG Mortgage Capital, LLC and its successors in interest
and assigns.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the
date upon which such Mortgage Loan commences accruing interest at
such Revised
Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"Applicable Servicing Criteria": means with respect to the
Trustee, a Master Servicer, the Special Servicer or any Servicing
Function
Participant, the Servicing Criteria applicable to it, as set forth
on Exhibit W
attached hereto. For clarification purposes, multiple parties can
have
responsibility for the same Applicable Servicing Criteria. With
respect to a
Servicing Function Participant engaged by the Trustee, a Master
Servicer or the
Special Servicer, the term "Applicable Servicing Criteria" may
refer to a
portion of the Applicable Servicing Criteria applicable to such
Master Servicer,
the Special Servicer or the Trustee, as the case may be.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New
York; and (b) such other state or local tax laws whose
applicability shall have
been brought to the attention of the Trustee by either (i) an
Opinion of Counsel
delivered to it, or (ii) written notice from the appropriate taxing
authority as
to the applicability of such state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in properties of like kind and
in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in
connection with an
Appraisal Reduction, a valuation meeting the requirements of clause
(b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than the RREEF Portfolio Mortgage Loan) and
any Serviced
Whole Loan as to which an Appraisal Reduction Event has occurred,
will be an
amount calculated by the applicable Master Servicer, based upon the
appraised
value determined by the Special Servicer, in consultation with the
Directing
Certificateholder, as of the first Determination Date that is at
least 10
Business Days following the date on which the Special Servicer
receives and
delivers to the applicable Master Servicer the related Appraisal,
equal to the
excess of (a) the Stated Principal Balance of such Mortgage Loan
and any related
Companion Loan or the Stated Principal Balance of the applicable
Serviced Whole
Loan, as the case may be, over (b) the excess of (i) the sum of (A)
90% of the
Appraised Value of the related Mortgaged Property as determined (1)
by one or
more Appraisals with respect to any Mortgage Loan (together with
any other
Mortgage Loan cross-collateralized with such Mortgage Loan) (or any
Serviced
Whole Loan) with an outstanding principal balance equal to or in
excess of
$2,000,000 (the costs of which shall be paid by the applicable
Master Servicer
as a Servicing Advance) or (2) by an internal valuation performed
by the Special
Servicer with respect to any Mortgage Loan (together with any other
Mortgage
Loan cross-collateralized with such Mortgage Loan) (or any Serviced
Whole Loan)
with an outstanding principal balance less than $2,000,000, and (B)
all escrows,
letters of credit and reserves in respect of such Mortgage Loan (or
a Serviced
Whole Loan) as of the date of calculation over (ii) the sum of, as
of the Due
Date occurring in the month of the date of determination, (A) to
the extent not
previously advanced by the applicable Master Servicer or the
Trustee, all unpaid
interest due on such Mortgage Loan (or a Serviced Whole Loan) at a
per annum
rate equal to its Mortgage Rate (and any accrued and unpaid
interest on any
related Companion Loan), (B) all unreimbursed Advances and interest
thereon at
the Reimbursement Rate in respect of such Mortgage Loan (or a
Serviced Whole
Loan) and (C) all currently due and unpaid real estate taxes,
assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and
all other
amounts due and unpaid with respect to such Mortgage Loan or
Serviced Whole
Loan, as applicable (which taxes, premiums, ground rents and other
amounts have
not been the subject of an Advance by the applicable Master
Servicer or the
Trustee, as applicable); provided, however, without limiting the
Special
Servicer's obligation to order and obtain such Appraisal, if the
Special
Servicer has not obtained the Appraisal or valuation, as
applicable, referred to
above within 60 days of the Appraisal Reduction Event (or with
respect to the
Appraisal Reduction Events set forth in clauses (i) and (vi) of the
definition
of Appraisal Reduction Event, within 120 days or 90 days,
respectively, after
the initial delinquency for the related Appraisal Reduction Event),
the amount
of the Appraisal Reduction shall (except for the purpose of
determining the
Serviced Whole Loan Controlling Holder of the Tysons Galleria Whole
Loan) be
deemed to be an amount equal to 25% of the current Stated Principal
Balance of
the related Mortgage Loan (or the Serviced Whole Loan in the case
of a Serviced
Whole Loan) until such time as such appraisal or valuation referred
to above is
received and the Appraisal Reduction is calculated. Within 60 days
after the
Appraisal Reduction Event, the Special Servicer shall order and
receive an
Appraisal (the cost of which shall be paid by the applicable Master
Servicer as
a Servicing Advance); provided, however, that with respect to an
Appraisal
Reduction Event as set forth in clause (i) of the definition of
Appraisal
Reduction Event, the Special Servicer shall order and receive such
Appraisal
within the 120-day period set forth in such clause (i), which
Appraisal shall be
delivered by the Special Servicer to the applicable Master
Servicer, the
Directing Certificateholder and the Trustee.
With respect to each Mortgage Loan (other than the RREEF
Portfolio
Mortgage Loan) and with respect to a Serviced Whole Loan and any
related
Companion Loan as to which an Appraisal Reduction has occurred
(unless such
Mortgage Loan or Serviced Whole Loan has become a Corrected
Mortgage Loan (for
such purposes taking into account any amendment or modification of
such Mortgage
Loan, any related Companion Loan or any Serviced Whole Loan), the
Special
Servicer shall, within thirty (30) days of each anniversary of the
related
Appraisal Reduction Event, order an Appraisal (which may be an
update of a prior
Appraisal), the cost of which shall be paid by the applicable
Master Servicer as
a Servicing Advance or conduct an internal valuation, as applicable
and,
promptly following receipt of any such Appraisal or the completion
of any such
internal valuation, shall deliver a copy thereof to the applicable
Master
Servicer, the Directing Certificateholder, the Trustee and with
respect to each
Serviced Whole Loan, the related Controlling Holder. Based upon
such Appraisal
or internal valuation of the Special Servicer, the applicable
Master Servicer
shall redetermine (in consultation with the Directing
Certificateholder) and
report to the Directing Certificateholder, the Special Servicer and
the Trustee
the amount of the Appraisal Reduction with respect to such Mortgage
Loan and
Companion Loan or Serviced Whole Loan, as applicable, and such
redetermined
Appraisal Reduction shall replace the prior Appraisal Reduction
with respect to
such Mortgage Loan and Companion Loan or Serviced Whole Loan, as
applicable. The
Directing Certificateholder shall have ten (10) Business Days to
review each
calculation of an Appraisal Reduction. Notwithstanding the
foregoing, the
Special Servicer will not be required to obtain an Appraisal or
conduct an
internal valuation, as applicable, with respect to a Mortgage Loan,
any related
Companion Loan and any Serviced Whole Loan which is the subject of
an Appraisal
Reduction Event to the extent the Special Servicer has obtained an
Appraisal or
conducted such a valuation (in accordance with requirements of this
Agreement),
as applicable, with respect to the related Mortgaged Property
within the
twelve-month period immediately prior to the occurrence of such
Appraisal
Reduction Event. Instead, the Special Servicer may use such prior
Appraisal or
valuation, as applicable, in calculating any Appraisal Reduction
with respect to
such Mortgage Loan, any related Companion Loan and any Serviced
Whole Loan;
provided that the Special Servicer is not aware of any material
change to the
related Mortgaged Property having occurred and affecting the
validity of such
appraisal or valuation, as applicable, and provides notice to the
applicable
Master Servicer to use such previous Appraisal or update.
Any Appraisal Reduction in respect of the RREEF Portfolio Whole
Loan shall be calculated by the RREEF Portfolio Master Servicer in
accordance
with and pursuant to the terms of the RREEF Portfolio Pooling
Agreement. Any
Mortgage Loan, any related Companion Loan and any Serviced Whole
Loan, as
applicable, previously subject to an Appraisal Reduction which
Mortgage Loan,
any related Companion Loan and any Serviced Whole Loan, as
applicable, has
become a Corrected Mortgage Loan (for such purposes taking into
account any
amendment or modification of such Mortgage Loan, any related
Companion Loan and
any Serviced Whole Loan, as applicable), and with respect to which
no other
Appraisal Reduction Event has occurred and is continuing, will no
longer be
subject to an Appraisal Reduction. Any Appraisal Reduction for a
Serviced Whole
Loan shall be allocated in accordance with the applicable Serviced
Whole Loan
Intercreditor Agreement to the applicable Serviced Mortgage Loan
and the
applicable Companion Loan and, in the absence of provisions
allocating such
amounts in the applicable Intercreditor Agreement, in the case of a
Serviced
Whole Loan, first to the related subordinate Companion Loan, if
any, until
reduced to zero and then to the related Mortgage Loan and each pari
passu
Companion Loan(s), pro rata and pari passu among the Mortgage Loan
and the
related pari passu Companion Loans in accordance with their
respective Stated
Principal Balances.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan (other than the
RREEF Portfolio
Mortgage Loan) or the related REO Property will be reduced to zero
as of the
date on which such Mortgage Loan is paid in full, liquidated,
repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the RREEF Portfolio Mortgage Loan) and any related
Companion Loan,
the earliest of (i) 120 days after an uncured delinquency (without
regard to the
application of any grace period) occurs in respect of such Mortgage
Loan and any
related Companion Loan, (ii) the date on which a reduction in the
amount of
Monthly Payments on such Mortgage Loan and any related Companion
Loan, or a
change in any other material economic term of such Mortgage Loan
and any related
Companion Loan (other than an extension of the Maturity Date),
becomes effective
as a result of a modification of such Mortgage Loan and any related
Companion
Loan by the Special Servicer, (iii) the date on which a receiver
has been
appointed, (iv) 60 days after a Mortgagor declares bankruptcy, (v)
60 days after
the date on which an involuntary petition of bankruptcy is filed
with respect to
a Mortgagor if not dismissed within such time, (vi) 90 days after
an uncured
delinquency occurs in respect of a Balloon Payment with respect to
such Mortgage
Loan and any related Companion Loan, except where a refinancing is
anticipated
within 120 days after the Maturity Date of the Mortgage Loan or the
Mortgage
Loan and any related Companion Loan, in which case 120 days after
such uncured
delinquency, and (vii) immediately after such Mortgage Loan and any
related
Companion Loan, becomes an REO Loan; provided, however, that an
Appraisal
Reduction Event shall not occur at any time when the aggregate
Certificate
Balances of all Classes of Certificates (other than the Class A
Certificates)
have been reduced to zero. The Special Servicer shall notify the
applicable
Master Servicer, or the applicable Master Servicer shall notify the
Special
Servicer, as applicable, promptly upon the occurrence of any of the
foregoing
events.
"Appraised Value": With respect to any Mortgaged Property
(other
than the RREEF Portfolio Mortgaged Property), the appraised value
thereof as
determined by an Appraisal of the Mortgaged Property securing the
related
Mortgage Loan or any Serviced Whole Loan, as applicable. With
respect to the
RREEF Portfolio Mortgaged Property, the appraised value allocable
thereto, is
determined pursuant to the RREEF Portfolio Pooling Agreement.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized principal balance thereof is not repaid on its
Anticipated Repayment
Date, such Mortgage Loan will accrue Excess Interest at the rate
specified in
the related Mortgage Note and the Mortgagor is required to apply
excess monthly
cash flow generated by the related Mortgaged Property to the
repayment of the
outstanding principal balance on such Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any assignment of leases, rents and profits or similar instrument
executed by
the Mortgagor, assigning to the mortgagee all of the income, rents
and profits
derived from the ownership, operation, leasing or disposition of
all or a
portion of such Mortgaged Property, in the form which was duly
executed,
acknowledged and delivered, as amended, modified, renewed or
extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with
respect
to any Mortgage Loan that is delinquent in respect of its Balloon
Payment
(including any REO Loan as to which the Balloon Payment would have
been past
due), an amount equal to the sum of (a) the principal portion of
the Monthly
Payment that would have been due on such Mortgage Loan on the
related Due Date
based on the constant payment required by the related Mortgage Note
or the
original amortization schedule thereof (as calculated with interest
at the
related Mortgage Rate), if applicable, assuming such Balloon
Payment has not
become due, after giving effect to any reduction in the principal
balance
thereof occurring in connection with a modification of such
Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and
(b) interest
on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Trustee or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section
5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Mortgage Loans (and in
the
case of the RREEF Portfolio Mortgage Loan, only to the extent
received by the Trust pursuant to the RREEF Portfolio
Intercreditor
Agreement) on deposit in each Certificate Account (exclusive of any
Net
Investment Earnings contained therein and exclusive of any amount
on
deposit in or credited to any portion of each Certificate Account
that is
held
for the benefit of the Companion Holders) and the Lower-Tier
Distribution Account (without regard to any payments made to or
received
from
the Swap Counterparty) as of the close of business on the
related
P&I Advance Date, exclusive of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are
due on a Due Date following the end of the related Due Period,
including interest related to payments received after, but due
on
or before, the Cut-off Date;
(ii) all unscheduled Principal Prepayments (together with
any related payments of interest allocable to the period
following
the related Due Date for the related Mortgage Loan),
Liquidation
Proceeds or Insurance and Condemnation Proceeds, in each case,
received subsequent to the related Determination Date (or, with
respect to voluntary Principal Prepayments for each Mortgage
Loan
with a Due Date occurring after the related Determination Date,
the related Due
Date);
(iii) all amounts payable or reimbursable to any Person
from each Certificate Account pursuant to clauses (ii) through
(xvii), inclusive, and clauses (xix) and (xx) of Section
3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account pursuant to clauses (iv)
through (ix), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in each Certificate Account,
the Lower-Tier Distribution Account and, without duplication,
the
REO Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period
ending
in (1) each January or (2) any December in a year immediately
preceding a year
which is not a leap year (in each case, unless
the related Distribution Date is the final Distribution Date),
an
amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs at
the
related Mortgage Rate to the extent such amounts are Withheld
Amounts;
(b) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred from the REO Account to
each
Certificate Account for such Distribution Date pursuant to
Section
3.16(c);
(c) the aggregate amount of any P&I Advances made by the
Master
Servicers or the Trustee, as applicable, for such Distribution
Date
pursuant to Section 4.03 or 7.05 (net of the related Trustee Fee
with
respect to the Mortgage Loans for which such P&I Advances are
made);
(d) for the Distribution Date occurring in each March (or
February
if
the final Distribution Date occurs in such month), the Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant
to
Section 3.25(b); and
(e) with respect to the first Distribution Date (or second
Distribution Date with respect to amounts that would have accrued
in
November 2006), the allocable portion of Closing Date Deposit
Amount
deposited into the Distribution Account pursuant to Section 2.01(g)
that
would have accrued for the calendar month prior to such
Distribution
Date.
Notwithstanding the investment of funds held in the Certificate
Accounts
pursuant to Section 3.06, for purposes of calculating the Available
Distribution
Amount, the amounts so invested shall be deemed to remain on
deposit in such
account.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion Loan
that
by its original terms or by virtue of any modification entered into
as of the
Closing Date provides for an amortization schedule extending beyond
its Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Monthly Payment payable on the
Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3A,
Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class
A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificate
and the
Class A-3FL Regular Interest, a fraction (a) whose numerator is the
greater of
(x) zero and (y) the amount by which (i) the Pass-Through Rate on
such Class of
Certificates or the Class A-3FL Regular Interest, as applicable,
exceeds (ii)
the discount rate used in accordance with the related Mortgage Loan
documents in
calculating the Yield Maintenance Charge with respect to such
Principal
Prepayment and (b) whose denominator is the amount by which (i) the
Mortgage
Rate on such Mortgage Loan exceeds (ii) the discount rate used in
accordance
with the related Mortgage Loan documents in calculating the Yield
Maintenance
Charge with respect to such Principal Prepayment. However, under
no
circumstances shall the Base Interest Fraction be greater than one.
If such
discount rate is greater than the Mortgage Rate on such Mortgage
Loan, then the
Base Interest Fraction will equal zero. Each Master Servicer shall
provide to
the Trustee the discount rate references above for purposes of
calculating the
Base Interest Fraction.
"Bid Allocation": With respect to the applicable Master
Servicer
and each Sub-Servicer therefor and the proceeds of any bid pursuant
to Section
7.01(c), the amount of such proceeds (net of any expenses incurred
in connection
with such bid and the transfer of servicing), multiplied by a
fraction equal to
(a) the Servicing Fee Amount for the applicable Master Servicer or
such
Sub-Servicer therefor, as the case may be, as of such date of
determination,
over (b) the aggregate of the Servicing Fee Amounts for the
applicable Master
Servicer and all Sub-Servicers therefor as of such date of
determination.
"Book-Entry Certificate": Any Certificate registered in the
name
of the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a
day
on which banking institutions in New York, New York, Pittsburgh,
Pennsylvania,
Chicago, Illinois, San Francisco, California, or the city and state
in which the
Corporate Trust Office of the Trustee, or the principal place of
business of any
Master Servicer, the Trustee, or the Special Servicer is located,
are authorized
or obligated by law or executive order to remain closed.
"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-LDP8, as executed and
delivered by the
Certificate Registrar and authenticated and delivered hereunder by
the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
accounts
created and maintained by each Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "Wells Fargo Bank, N.A., as Master Servicer No. 1, on
behalf of LaSalle
Bank National Association, as Trustee, in trust for the registered
holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial
Mortgage
Pass-Through Certificates, Series 2006-LDP8, Certificate Account"
and "Midland
Loan Services, Inc., as Master Servicer No. 2, on behalf of LaSalle
Bank
National Association, as Trustee, in trust for the registered
holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
Commercial Mortgage
Pass-Through Certificates, Series 2006-LDP8, Certificate Account,"
respectively.
Any such account or accounts shall be an Eligible Account. Subject
to the
related Intercreditor Agreement and taking into account that each
Companion Loan
is subordinate or pari passu to the related Mortgage Loan to the
extent and as
set forth in the related Intercreditor Agreement, the subaccount
described in
the second paragraph of Section 3.04(b) that is part of a
Certificate Account
shall be for the benefit of the related Companion Holder, to the
extent funds on
deposit in such subaccount are attributed to such Companion Loan
and shall not
be an asset of the Trust Fund or the Upper-Tier REMIC or Lower-Tier
REMIC formed
hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the Class S Certificates and
the Class X
Certificates) and the Class A-3FL Regular Interest, (i) on or prior
to the first
Distribution Date, an amount equal to the Original Certificate
Balance of such
Class as specified in the Preliminary Statement hereto, and (ii) as
of any date
of determination after the first Distribution Date, the Certificate
Balance of
such Class of Certificates or the Class A-3FL Regular Interest on
the
Distribution Date immediately prior to such date of determination
(determined as
adjusted pursuant to Section 1.02(iii)). The Certificate Balance
(including the
Original Certificate Balance) of the Class A-3FL Certificates shall
be equal at
all times to the Certificate Balance of the Class A-3FL Regular
Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-3FL,
Class X and
Class R Certificates) and the Class A-3FL Regular Interest, the
amount of
Mortgage Deferred Interest allocated to such Class of Certificates
or the Class
A-3FL Regular Interest, as applicable, pursuant to Section
4.06(a).
"Certificate Factor":
With respect to any Class of Certificates,
as of any date of determination, a fraction, expressed as a decimal
carried to
at least eight (8) places, the numerator of which is the then
related
Certificate Balance, and the denominator of which is the related
Original
Certificate Balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Ownership Certification": As defined in Section
5.06.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement, any Certificate registered in the name of the
applicable Master
Servicer, the Special Servicer, the Trustee, the Depositor or any
Affiliate
thereof shall be deemed not to be outstanding, and the Voting
Rights to which it
is entitled shall not be taken into account in determining whether
the requisite
percentage of Voting Rights necessary to effect any such consent,
approval or
waiver has been obtained, if such consent, approval or waiver
sought from such
party would in any way increase the compensation of the Depositor,
the
applicable Master Servicer, the Special Servicer or the Trustee or
limit the
obligations of the Depositor, the applicable Master Servicer, the
Special
Servicer or the Trustee, as applicable, hereunder; provided,
however, so long as
there is no Event of Default with respect to the applicable Master
Servicer or
the Special Servicer, the applicable Master Servicer, the Special
Servicer or
such Affiliate of either shall be entitled to exercise such Voting
Rights with
respect to any issue which could reasonably be believed to
adversely affect such
party's compensation or increase its obligations or liabilities
hereunder; and
provided, further, however, that such restrictions shall not apply
to the
exercise of the Special Servicer's rights (or the applicable Master
Servicer's
rights, if any) or the rights of any of their Affiliates as a
member of the
Controlling Class. The Trustee shall be entitled to request and
rely upon a
certificate of the applicable Master Servicer, the Special Servicer
or the
Depositor in determining whether a Certificate is registered in the
name of an
Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners
as they may
indirectly exercise such rights through the Depository and the
Depository
Participants, except as otherwise specified herein; provided,
however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer": As defined in Section 11.09.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same
alphabetical
(and, if applicable, numerical) Class designation and each
designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-2, Class A-3A,
Class
A-3FL, Class A-3B, Class A-4, Class A-SB and Class A-1A
Certificate.
"Class A-1 Certificate": A Certificate designated as "Class
A-1"
on the face thereof, in the form of Exhibit A-1 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.2410%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit A-8 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.3970%.
"Class A-2 Certificate": A Certificate designated as "Class
A-2"
on the face thereof, in the form of Exhibit A-2 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.2890%.
"Class A-3A Certificate": A Certificate designated as "Class
A-3A"
on the face thereof, in the form of Exhibit A-3 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-3A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.3880%.
"Class A-3B Certificate": A Certificate designated as "Class
A-3B"
on the face thereof, in the form of Exhibit A-5 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-3B Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.4470%.
"Class A-3FL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or
interest
distributions on or in respect of the Class A-3FL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less
(iii) all amounts (exclusive of any Yield Maintenance Charges
allocated in
respect of the Class A-3FL Regular Interest) required to be paid to
the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date.
"Class A-3FL Certificate": A Certificate designated as "Class
A-3FL" on the face thereof, in the form of Exhibit A-4 hereto, and
evidencing an
undivided beneficial interest in the portion of the Grantor Trust
consisting of
the Class A-3FL Regular Interest, the Floating Rate Account, the
Swap Contract
and the proceeds thereof.
"Class A-3FL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Swap Default
while the
Trustee is pursuing remedies under the Swap Contract pursuant to
Section 3.32 or
(ii) following the termination of the Swap Contract, the conversion
of
distributions to the Class A-3FL Certificates from distributions
based, in part,
on interest payments from the Swap Counterparty under the Swap
Contract to
distributions based solely on distributions in respect of the Class
A-3FL
Regular Interest, as specified in Section 4.01(k).
"Class A-3FL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the Swap Counterparty by
the Trust under
the Swap Contract.
"Class A-3FL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the Swap
Counterparty under the Swap Contract.
"Class A-3FL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-3FL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-3FL Certificates
for all
previous Distribution Dates.
"Class A-3FL Net Swap Payment": With respect to the related
Interest Accrual Period, the excess, if any of (i) the Class A-3FL
Fixed Swap
Payment, over (ii) the Class A-3FL Floating Swap Payment.
"Class A-3FL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-3FL Distribution Conversion has not
occurred and is not
continuing, a per annum rate equal to LIBOR plus 0.1600%, and with
respect to
any Distribution Date on which a Class A-3FL Distribution
Conversion has
occurred and is continuing, a per annum rate equal to the Class
A-3FL Regular
Interest Pass-Through Rate.
"Class A-3FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-3FL Regular Interest on
such
Distribution Date.
"Class A-3FL Regular Interest": The uncertificated interest
corresponding to the Class A-3FL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3FL Regular Interest Distribution Amount": With
respect
to any Distribution Date, the aggregate distributions on the Class
A-3FL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-3FL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to 5.4900%.
"Class A-4 Certificate": A Certificate designated as "Class
A-4"
on the face thereof, in the form of Exhibit A-6 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.3990%.
"Class A-J Certificate": A Certificate designated as "Class
A-J"
on the face thereof, in the form of Exhibit A-11 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4800% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class A-M Certificate": A Certificate designated as "Class
A-M"
on the face thereof, in the form of Exhibit A-10 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to 5.4400%.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit A-7 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to 5.3700%.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such
Distribution Date
specified in Schedule 4 hereto relating to the Class A-SB
Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the face thereof, in the form of Exhibit A-12 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.5200% and (ii)
the Weighted
Average Net Mortgage Rate..
"Class C Certificate": A Certificate designated as "Class C" on
the face thereof, in the form of Exhibit A-13 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.5490% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class D Certificate": A Certificate designated as "Class D" on
the face thereof, in the form of Exhibit A-14 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.6180% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class E Certificate": A Certificate designated as "Class E" on
the face thereof, in the form of Exhibit A-15 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.4070%.
"Class F Certificate": A Certificate designated as "Class F" on
the face thereof, in the form of Exhibit A-16 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.2300%.
"Class G Certificate": A Certificate designated as "Class G" on
the face thereof, in the form of Exhibit A-17 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate minus
0.1310%.
"Class H Certificate": A Certificate designated as "Class H" on
the face thereof, in the form of Exhibit A-18 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate.
"Class J Certificate": A Certificate designated as "Class J" on
the face thereof, in the form of Exhibit A-19 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class K Certificate": A Certificate designated as "Class K" on
the face thereof, in the form of Exhibit A-20 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class L Certificate": A Certificate designated as "Class L" on
the face thereof, in the form of Exhibit A-21 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class LA-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3A Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3FL Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-M Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LK Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LNR Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LP Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit A-28 hereto, evidencing
the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on
the face thereof, in the form of Exhibit A-22 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class N Certificate": A Certificate designated as "Class N" on
the face thereof, in the form of Exhibit A-23 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit A-25 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class P Certificate": A Certificate designated as "Class P" on
the face thereof, in the form of Exhibit A-24 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the lesser of (i) 5.0970% and (ii)
the Weighted
Average Net Mortgage Rate.
"Class R Certificate": A Certificate designated as "Class R" on
the face thereof in the form of Exhibit A-27 hereto, and evidencing
the sole
class of "residual interest" in the Upper-Tier REMIC for purposes
of the REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the face thereof, in the form of Exhibit A-28 hereto, and
evidencing an
undivided beneficial interest in the portion of the Grantor Trust
consisting of
the Excess Interest, the Excess Interest Distribution Account and
the proceeds
thereof.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the Class A-3FL Certificates)
or the Class
A-3FL Regular Interest, the excess, if any, of (a) the sum of (i)
the
Distributable Certificate Interest in respect of such Class of
Certificates or
the Class A-3FL Regular Interest, as applicable, for the
immediately preceding
Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall
payable to such Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, on such preceding Distribution Date over (b) the
aggregate amount in
respect of interest actually distributed to such Class of
Certificates or the
Class A-3FL Regular Interest, as applicable, on such immediately
preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect
to any Class
of Certificates and the Class A-3FL Regular Interest as of the
initial
Distribution Date is zero. No interest shall accrue on Class Unpaid
Interest
Shortfalls.
"Class X Certificate": Any one of the Certificates with a
"Class
X" designation on the face thereof, substantially in the form of
Exhibit A 9
attached hereto, and evidencing a "regular interest" in the Upper
Tier REMIC for
purposes of the REMIC Provisions.
"Class X Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of all the
Components.
"Class X Pass Through Rate": With respect to any Distribution
Date, the weighted average of the Class X Strip Rates for the
respective
Components for such Distribution Date (weighted on the basis of the
respective
Component Notional Amounts of such Components outstanding
immediately prior to
such Distribution Date).
"Class X Strip Rate": (A) With respect to any Class of the
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 Related Certificates.
"Clearstream": Clearstream Banking, societe anonyme or any
successor thereto.
"Closing Date": September 28, 2006.
"Closing Date Deposit Amount": $313,093.56, representing the
aggregate amount of interest that would have accrued at the related
Mortgage
Rates on the applicable Mortgage Loans commencing September 1, 2006
for those
Mortgage Loans that do not have a Due Date in October 2006 and/or
November 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Master
Servicers and the Directing Certificateholder.
"CMSA Advance Recovery Report": The report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Advance Recovery Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
as is
reasonably acceptable to the applicable Master Servicer and the
Special
Servicer.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File" format substantially in the form of and containing the
information called
for therein, or such other form for the presentation of such
information as may
be approved from time to time by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "CMSA
Bond Level
File" available as of the Closing Date on the CMSA website, as is
reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and
containing the
information called for therein, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Collateral Summary File" available as of the Closing Date on
the CMSA
website, is reasonably acceptable to the Trustee and the Master
Servicers.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Comparative Financial Status Report"
available as
of the Closing Date on the CMSA website, is reasonably acceptable
to the Master
Servicers or the Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of
and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for the form of the "Delinquent Loan Status Report"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
Master
Servicers or the Special Servicer, as applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Financial File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicers or the Special
Servicer, as
applicable.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of
and containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Historical Liquidation Report" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the Master
Servicers or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification
and Corrected
Mortgage Loan Report" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Historical Loan Modification and Corrected
Mortgage Loan
Report" available as of the Closing Date on the CMSA website, is
reasonably
acceptable to the Master Servicers or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package (IRP)": The collection of
reports
specified by the CMSA from time to time as the "CMSA Investor
Reporting
Package." As of the Closing Date, the CMSA IRP contains seven data
files ((1)
CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3) CMSA
Property
File, (4) CMSA Bond Level File, (5) CMSA Collateral Summary File,
(6) CMSA
Financial File and (7) CMSA Special Servicer Loan File) and ten
surveillance
reports ((1) CMSA Servicer Watch List, (2) CMSA Delinquent Loan
Status Report,
(3) CMSA REO Status Report, (4) CMSA Comparative Financial Status
Report, (5)
CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, (6) CMSA
Historical Liquidation Report, (7) CMSA Operating Statement
Analysis Report, (8)
CMSA NOI Adjustment Worksheet, (9) CMSA Loan Level Reserve/LOC
Report and (10)
CMSA Reconciliation of Funds Report). In addition, the CMSA
Investor Reporting
Package shall include the CMSA Advance Recovery Report and the CMSA
Realized
Loss Report. The CMSA IRP shall be substantially in the form of,
and containing
the information called for in, the downloadable forms of the "CMSA
IRP"
available as of the Closing Date on the CMSA website, or such other
form for the
presentation of such information and containing such additional
information or
reports as may from time to time be approved by the CMSA for
commercial mortgage
backed securities transaction generally and, insofar as it requires
the
presentation of information in addition to that called for by the
form of the
"CMSA IRP" available as of the Closing Date on the CMSA website, as
is
reasonably acceptable to the Master Servicers, the Special Servicer
and the
Trustee. For the purposes of the production of the CMSA Comparative
Financial
Status Report by any Master Servicer or the Special Servicer if any
such report
that is required to state information for any period prior to the
Cut off Date,
any Master Servicer or the Special Servicer, as the case may be,
may
conclusively rely (without independent verification), absent
manifest error, on
information provided to it by the Mortgage Loan Sellers or by the
related
Mortgagor or (x) in the case of such a report produced by any
Master Servicer,
by the Special Servicer (if other than any Master Servicer or an
Affiliate
thereof) and (y) in the case of such a report produced by the
Special Servicer,
by any Master Servicer (if other than the Special Servicer or an
Affiliate
thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Loan Level Reserve/LOC Report"
available as of
the Closing Date on the CMSA website, is reasonably acceptable to
the Master
Servicers.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Periodic Update File" available as of
the Closing
Date on the CMSA website, as is reasonably acceptable to the Master
Servicers
and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File" format substantially in the form of and containing the
information called
for therein for the Mortgage Loans, or such other form for the
presentation of
such information as may be approved from time to time by the CMSA
for commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Loan Setup File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicers and the Trustee.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA NOI Adjustment Worksheet" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the applicable
Master Servicer
or the Special Servicer, as the case may be.
"CMSA Operating Statement Analysis Report": The monthly report
in
the "Operating Statement Analysis Report" format substantially in
the form of
and containing the information called for therein for the Mortgage
Loans, or
such other form for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Operating
Statement
Analysis Report" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the applicable Master Servicer or the
Special Servicer,
as the case may be.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Property File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the applicable Master Servicer or the
Special Servicer,
as the case may be.
"CMSA Realized Loss Report": The report in the "Servicer
Realized
Loss Form" format substantially in the form of and containing the
information
called for therein for the Mortgage Loans, or such other form for
the
presentation of such information as may be approved from time to
time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Realized Loss Report" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the applicable Master
Servicer or
the Special Servicer, as applicable.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Reconciliation of Funds" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA REO Status Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the applicable Master Servicer or the
Special
Servicer, as the case may be.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As
of
each Determination Date a report, including and identifying each
Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review
Guidelines"
approved from time to time by the CMSA in the "CSMA Servicer Watch
List" format
substantially in the form of and containing the information called
for therein
for the Mortgage Loans, or such other form (including other
portfolio review
guidelines) for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Servicer Watch
List"
available as of the Closing Date on the CMSA website, is reasonably
acceptable
to the applicable Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and
containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Special Servicer Loan File" available as of
the Closing
Date on the CMSA website, is reasonably acceptable to the Special
Servicer.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary regulations of the U.S.
Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to each
Companion
Loan (other than the RREEF Portfolio Fixed Rate Companion Loan and
the RREEF
Portfolio Floating Rate Companion Loans), the separate account or
accounts
created and maintained by the applicable Companion Paying Agents
pursuant to
Section 3.04(b) and held on behalf of the Companion Holders, which
shall be
entitled "Wells Fargo Bank, N.A., as Companion Paying Agent for the
Companion
Holders of the Companion Loans, relating to the J.P. Morgan Chase
Commercial
Mortgage Securities Trust 2006-LDP8 Commercial Mortgage
Pass-Through
Certificates, Series 2006-LDP8" or "Midland Loan Services, Inc., as
Companion
Paying Agent for the Companion Holders of the Companion Loans,
relating to the
J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP8", as
applicable. The
Companion Distribution Account shall not be an asset of the Trust
Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC, but instead shall be held
by the
applicable Companion Paying Agent on behalf of the related
Companion Holders.
Any such account shall be an Eligible Account. Notwithstanding the
foregoing, if
the related Master Servicer and the related Companion Paying Agent
are the same
entity, the Companion Distribution Account maintained by such
Companion Paying
Agent may be the subaccount referenced in the second paragraph of
Section
3.04(b).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Loan Securities": The Park La Brea Companion Loan
Securities, the Gas Company Tower Companion Loan Securities and the
Tysons
Galleria Companion Loan Securities.
"Companion Paying Agent": The applicable Master Servicer in its
role as Companion Paying Agent appointed pursuant to Section
3.30.
"Companion Register": The register maintained by each Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": An amount as of any
Distribution
Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest
Shortfalls incurred in connection with voluntary principal
prepayments received
in respect of the Mortgage Loans (other than the Specially Serviced
Mortgage
Loans) serviced by the applicable Master Servicer and (ii) the
aggregate of (A)
that portion of the applicable Master Servicer's Servicing Fees for
such
Distribution Date that is, in the case of each and every Mortgage
Loan and REO
Loan for which such Servicing Fees are being paid for such Due
Period,
calculated at 0.01% (1.0 basis points) per annum, and (B) all
Prepayment
Interest Excesses with respect to the applicable Master Servicer
received in
respect of the Mortgage Loans for the related Distribution Date and
(C) to the
extent earned on Principal Prepayments, Net Investment Earnings
received by the
applicable Master Servicer during such Due Period with respect to
the Mortgage
Loans and related Companion Loans subject to the prepayment.
However, if a
Prepayment Interest Shortfall occurs as a result of the applicable
Master
Servicer's allowing the related Mortgagor to deviate from the terms
of the
related Mortgage Loan documents regarding Principal Prepayments
(other than (X)
subsequent to a default under the related Mortgage Loan documents
(with the
consent of the Special Servicer), (Y) pursuant to applicable law or
a court
order, or (Z) at the request or with the consent of the
Directing
Certificateholder), then, for purposes of calculating the
Compensating Interest
Payment for the related Distribution Date, the amount in clause
(ii) above shall
be the aggregate of (1) all Servicing Fees with respect to the
applicable Master
Servicer for such Due Period, (2) all Prepayment Interest Excesses
with respect
to the applicable Master Servicer and (3) to the extent earned
solely on
Principal Prepayments, Net Investment Earnings received by the
applicable Master
Servicer during such Due Period with respect to the Mortgage Loan
subject to
such Principal Prepayment. In no event will the rights of the
Certificateholders
to offset the aggregate Prepayment Interest Shortfalls be
cumulative.
"Component": Each of Component XA-1, Component XA-1A, Component
XA-2, Component XA-3A, Component XA-3FL, Component XA-3B, Component
XA-4,
Component XA-SB, Component XA-M, Component XA-J, Component XB,
Component XC,
Component XD, Component XE, Component XF, Component XG, Component
XH, Component
XJ, Component XK, Component XL, Component XM, Component XN,
Component XP and
Component XNR.
"Component Notional Amount": With respect to each Component and
any date of determination, an amount equal to the then Lower Tier
Principal
Amount of its Related Uncertificated Lower Tier Interest.
"Component XA-1": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1 Uncertificated
Interest as of any
date of determination.
"Component XA-1A": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1A Uncertificated
Interest as of any
date of determination.
"Component XA-2": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-2 Uncertificated
Interest as of any
date of determination.
"Component XA-3A": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-3A Uncertificated
Interest as of any
date of determination.
"Component XA-3B": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-3B-1 Uncertificated
Interest as of
any date of determination.
"Component XA-3FL": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-3FL Uncertificated
Interest as of
any date of determination.
"Component XA-4": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-4 Uncertificated
Interest as of any
date of determination.
"Component XA-J": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-J Uncertificated
Interest as of any
date of determination.
"Component XA-M": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-M Uncertificated
Interest as of any
date of determination.
"Component XA-SB": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-SB Uncertificated
Interest as of any
date of determination.
"Component XB": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LB Uncertificated Interest
as of any
date of determination.
"Component XC": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LC Uncertificated Interest
as of any
date of determination.
"Component XD": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LD Uncertificated Interest
as of any
date of determination.
"Component XE": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LE Uncertificated Interest
as of any
date of determination.
"Component XF": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LF Uncertificated Interest
as of any
date of determination.
"Component XG": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LG Uncertificated Interest as of any
date of
determination.
"Component XH": One of
the 24 components of the Class X
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LH Uncertificated Interest as of any
date of
determination.
"Component XJ": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LJ Uncertificated Interest
as of any
date of determination.
"Component XK": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LK Uncertificated Interest
as of any
date of determination.
"Component XL": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LL Uncertificated Interest
as of any
date of determination.
"Component XM": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LM Uncertificated Interest
as of any
date of determination.
"Component XN": One of the 24 components of the Class X
Certificates then having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LN Uncertificated Interest
as of any
date of determination.
"Component XNR": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LNR Uncertificated
Interest as of any
date of determination.
"Component XP": One of the 24 components of the Class X
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest
as of any
date of determination.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X
Certificates)
then outstanding that has a then aggregate Certificate Balance at
least equal to
25% of the Original Certificate Balance of such Class of
Certificates. As of the
Closing Date, the Controlling Class will be the Class NR
Certificates. In
determining the most subordinate Class of Regular Certificates for
the purpose
of determining the Controlling Class, such determination shall be
made without
consideration of Appraisal Reductions, if any, allocated to any
Class of Regular
Certificates.
"Controlling Class Certificateholder's Option Period": As
defined
in Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or
Certificate Owner, if applicable) of a Certificate of the
Controlling Class as
certified by the Certificate Registrar to the Trustee from time to
time by such
Holder (or Certificate Owner).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"Corporate Trust Office": The principal corporate trust office
of
the Trustee at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located at 135 South LaSalle Street,
Suite 1625,
Chicago, Illinois 60603, Attention: Global Securities and Trust
Services Group,
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP8,
Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP8 (telephone
number (312)
904-1487).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that has become current and remained current for three consecutive
Monthly
Payments (for such purposes taking into account any modification or
amendment of
such Mortgage Loan or Companion Loan, whether by a consensual
modification or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
Mortgagor), and (provided that no additional default is foreseeable
in the
reasonable judgment of the Special Servicer and no other event or
circumstance
exists that causes such Mortgage Loan or Companion Loan to
otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the
Special Servicer
has returned to the applicable Master Servicer pursuant to Section
3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average
Debt
Service Coverage Ratio for all remaining related Crossed Loans for
the most
recent twelve month period covered by an annual operating statement
for the
related Mortgaged Properties preceding the repurchase or
substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, including the affected Crossed Loan, for the
most recent
twelve month period covered by an annual operating statement for
the related
Mortgaged Properties preceding the repurchase or substitution, and
(b) 1.25x,
(ii) the weighted average LTV Ratio for all remaining related
Crossed Loans
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller shall not be greater than the lesser of (a) the weighted
average LTV
Ratio for all such related Crossed Loans, including the affected
Crossed Loan,
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller and (b) 75%, (iii) the Mortgage Loan Seller, at its expense,
shall have
furnished the Trustee with an Opinion of Counsel that any
modification relating
to the repurchase or substitution of a Crossed Loan shall not cause
an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the
affected Crossed
Loan to become not cross-collateralized and cross-defaulted with
the remaining
related Crossed Loans prior to such repurchase or substitution or
otherwise
forbears from exercising enforcement rights against the Primary
Collateral of
any Crossed Loan remaining in the Trust Fund and (v) the
Directing
Certificateholder shall have consented to the repurchase or
substitution of the
affected Crossed Loan, which consent shall not be unreasonably
withheld.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, either of the Mortgage Loan
Sellers or an
Affiliate of any of them. The Trustee shall be the initial
Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the related
Due Date of that Mortgage Loan in September 2006, or, with respect
to each of
those Mortgage Loans that have their first Due Date after September
2006, the
origination date of that Mortgage Loan.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan or Companion Loan, the outstanding principal balance of such
Mortgage Loan
or Companion Loan, as the case may be, as of the Cut-off Date,
after application
of all payments of principal due on or before such date, whether or
not
received.
"Debt Service Coverage Ratio": With respect to any Mortgage
Loan
for any twelve month period covered by an annual operating
statement for the
related Mortgaged Property, the ratio of (i) Net Operating Income
produced by
the related Mortgaged Property during such period to (ii) the
aggregate amount
of Monthly Payments (other than any Balloon Payment) due under such
Mortgage
Loan during such period, provided that with respect to the Mortgage
Loans
indicated on Schedule 2, which pay interest only for a specified
period of time
set forth in the related Mortgage Loan documents and then pay
principal and
interest, the related Monthly Payment will be calculated (for
purposes of this
definition only) to include interest and principal (based on the
remaining
amortization term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of such Mortgage Loan or
Companion Loan
during such Due Period provided for in the related Mortgage Note or
Mortgage as
a result of a default (exclusive of late payment charges) that is
in excess of
interest at the related Mortgage Rate accrued on the unpaid
principal balance of
such Mortgage Loan or Companion Loan outstanding from time to
time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is
delinquent
at least sixty days in respect of its Monthly Payments or more than
thirty days
(or sixty days with respect to the circumstances described in
clause (ii) of the
definition of Servicing Transfer Event) delinquent in respect of
its Balloon
Payment, if any, in either case such delinquency to be determined
without giving
effect to any grace period permitted by the related Mortgage or
Mortgage Note
and without regard to any acceleration of payments under the
related Mortgage
and Mortgage Note or (ii) as to which the applicable Master
Servicer or Special
Servicer has, by written notice to the related Mortgagor,
accelerated the
maturity of the indebtedness evidenced by the related Mortgage
Note. For the
avoidance of doubt, a defaulted Companion Loan does not constitute
a "Defaulted
Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(l).
"Defect": As defined in Section 2.02(f).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp., a Delaware corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date": With respect to any Distribution Date,
the
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the
Master
Servicers, the Special Servicer and the Trustee) selected by more
than 50% of
the Controlling Class Certificateholders, by Certificate Balance,
as certified
by the Certificate Registrar from time to time; provided, however,
that (i)
absent such selection, or (ii) until a Directing Certificateholder
is so
selected or (iii) upon receipt of a notice from a majority of the
Controlling
Class Certificateholders, by Certificate Balance, that a
Directing
Certificateholder is no longer designated, the Controlling
Class
Certificateholder that owns the largest aggregate Certificate
Balance of the
Controlling Class will be the Directing Certificateholder which
will initially
be JER Investors Trust Inc. Notwithstanding the foregoing, with
respect to any
Serviced Whole Loan other than the Tysons Galleria Whole Loan, any
references to
the Directing Certificateholder in this Agreement shall be deemed
to be
references to the holder of the applicable Serviced Mortgage Loan,
which shall
be entitled to take all actions and receive all notices in
connection with the
applicable Serviced Whole Loan upon consultation with the holder(s)
of the
applicable Companion Loan(s) pursuant to the procedures set forth
in the
applicable Serviced Whole Loan Intercreditor Agreement. In the
event that the
Directing Certificateholder and the holder(s) of the applicable
Companion
Loan(s) disagree, the applicable Serviced Whole Loan Intercreditor
Agreement
provides that the Directing Certificateholder's decision will be
binding upon
the holder(s) of the Companion Loan(s). Notwithstanding the
foregoing with
respect to the Tysons Galleria Whole Loan, any references to the
Directing
Certificateholder in this Agreement shall be deemed to be
references to the
related Serviced Whole Loan Controlling Holder.
"Directly Operate": With respect to any REO Property (except
with
respect to the RREEF Portfolio Mortgaged Property), the furnishing
or rendering
of services to the tenants thereof, that are not customarily
provided to tenants
in connection with the rental of space "for occupancy only" within
the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or
operation of
such REO Property, the holding of such REO Property primarily for
sale to
customers, the use of such REO Property in a trade or business
conducted by the
Trust Fund or on behalf of a Companion Holder or the performance of
any
construction work on the REO Property (other than the completion of
a building
or improvement, where more than 10% of the construction of such
building or
improvement was completed before default became imminent), other
than through an
Independent Contractor; provided, however, that an REO Property
shall not be
considered to be Directly Operated solely because the Trustee (or
the Special
Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants,
enters into or renews leases, deals with taxes and insurance or
makes decisions
as to repairs or capital expenditures with respect to such REO
Property or takes
other actions consistent with Treasury Regulations Section
1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State or political subdivision thereof, any possession of the
United States or
any agency or instrumentality of any of the foregoing (other than
an
instrumentality which is a corporation if all of its activities are
subject to
tax and a majority of its board of directors is not selected by
such
governmental unit), (ii) a foreign government, any international
organization or
any agency or instrumentality of any of the foregoing, (iii) any
organization
(other than certain farmers' cooperatives described in Section 521
of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income), (iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Trustee
based upon an
Opinion of Counsel as provided to the Trustee (at no expense to the
Trustee)
that the holding of an Ownership Interest in a Residual Certificate
by such
Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify
as a REMIC or any Person having an Ownership Interest in any Class
of
Certificates (other than such Person) to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Certificate to such Person.
The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates (other
than the Class
A-3FL Certificates) and the Class A-3FL Regular Interest, the
Accrued
Certificate Interest in respect of such Class of Regular
Certificates or the
Class A-3FL Regular Interest, as applicable, for such Distribution
Date, reduced
(to not less than zero) by any allocations to such Class of
Certificates (other
than in the case of the Class X Certificates) or the Class A-3FL
Regular
Interest, as applicable, of (i) the product of (a) any Net
Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (b) a
fraction,
expressed as a decimal, the numerator of which is the Accrued
Certificate
Interest in respect of such Class of Certificates or the Class
A-3FL Regular
Interest, as applicable, for such Distribution Date, and the
denominator of
which is the aggregate Accrued Certificate Interest in respect of
all the
Classes of Regular Certificates (other than the Class A-3FL
Certificates and the
Class X Certificates) and the Class A-3FL Regular Interest for such
Distribution
Date, and (ii) any Certificate Deferred Interest for such
Distribution Date
allocated to such Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, pursuant to Section 4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account, the Floating Rate
Account and the
Excess Interest Distribution Account, all of which may be
subaccounts of a
single Eligible Account.
"Distribution Date": The 15th day of each month, or, if such
15th
day is not a Business Day, on the next succeeding Business Day,
beginning in
October 2006.
"Donato Corporate Park AB Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Donato Corporate
Park Mortgage
Loan.
"Donato Corporate Park Intercreditor Agreement": That certain
Intercreditor Agreement Among Note Holders, dated as of August 30,
2006, by and
between JPMorgan Chase Bank, N.A., as the A Note Holder, and CBA
Mezzanine
Capital Finance, LLC, as the B Note Holder. The Donato Corporate
Park
Intercreditor Agreement relates to the Donato Corporate Park Whole
Loan.
"Donato Corporate Park Mortgage Loan": That certain Mortgage
Loan
identified on the Mortgage Loan Schedule as loan number 103.
"Donato Corporate Park Remittance Date:" The date payments are
required to be made to the holder of the related Companion Loan
under the Donato
Corporate Park Intercreditor Agreement or, if no such "remittance
date" is
specified, the P&I Advance Date.
"Donato Corporate Park Whole Loan": The Donato Corporate Park
Mortgage Loan and the Donato Corporate Park AB Companion Loan.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
Loan, on or prior to its Maturity Date, the day of the month set
forth in the
related Mortgage Note (or such other Mortgage Loan document, as
applicable) on
which each Monthly Payment thereon is scheduled to be first due,
(ii) any
Mortgage Loan or Companion Loan after the Maturity Date therefor,
the day of the
month set forth in the related Mortgage Note on which each Monthly
Payment on
such Mortgage Loan or Companion Loan had been scheduled to be first
due, and
(iii) any REO Loan, the day of the month set forth in the related
Mortgage Note
on which each Monthly Payment on the related Mortgage Loan or
Companion Loan had
been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage Loan or Companion Loan, the period commencing on the day
immediately
succeeding the Due Date for such Mortgage Loan or Companion Loan
occurring in
the month preceding the month in which such Distribution Date
occurs and ending
on and including the Due Date for such Mortgage Loan or Companion
Loan occurring
in the month in which such Distribution Date occurs; provided, that
the first
Due Period with respect to any Mortgage Loan or Companion Loan with
its first
Due Date in October 2006, November 2006 or December 2006 will
commence on the
day immediately following the Cut-off Date of such Mortgage Loan or
Companion
Loan. Notwithstanding the foregoing, in the event that the last day
of a Due
Period (or applicable grace period) is not a Business Day, any
Monthly Payments
received with respect to the Mortgage Loans or Companion Loan
relating to such
Due Period on the Business Day immediately following such day shall
be deemed to
have been received during such Due Period and not during any other
Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution
or trust
company (including the Trustee), (A)(x) the long-term unsecured
debt obligations
of which are rated at least "Aa3" by Moody's, if the deposits are
to be held in
such account for more than 30 days and (y) the short term debt
obligations of
which have a short-term rating of not less than "P-1" from Moody's,
if the
deposits are to be held in such account for 30 days or less, (B)(x)
the
long-term unsecured debt obligations of which are rated at least
"A+" by S&P (or
"A-" by S&P so long as the short-term deposit or short-term
unsecured debt
obligations of such depository institution or trust company are
rated no less
than "A-1" by S&P), if the deposits are to be held in such
account for more than
30 days and (y) the short-term debt obligations of which have a
short-term
rating of not less than "A-1" by S&P, if the deposits are to be
held in such
account for 30 days or less, (C) an account or accounts maintained
with PNC Bank
so long as PNC Bank's long term unsecured debt rating shall be at
least "A" from
S&P and "A-1" from Moody's (if the deposits are to be held in
the account for
more than 30 days) or PNC Bank's short term deposit or short term
unsecured debt
rating shall be at least "A-1" from S&P or "P-1" from Moody's
(if the deposits
are to be held in the account for 30 days or less), (ii) a
segregated trust
account or accounts maintained with the corporate trust department
of a federal
or state chartered depository institution or trust company that, in
either case,
has corporate trust powers, acting in its fiduciary capacity,
provided that any
state chartered depository institution or trust company is subject
to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. ss.
9.10(b), (iii)
such other account or accounts with respect to (x) 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 will not be
qualified,
downgraded or withdrawn by reason thereof and (y) the Directing
Certificateholder shall have reasonably approved, or (iv) for so
long as Wells
Fargo Bank, N.A., serves as a Master Servicer under this Agreement,
an account
maintained with Wells Fargo Bank, N.A., a wholly-owned subsidiary
of Wells Fargo
& Co., provided that such subsidiary's or its parent's (A)
commercial paper,
short-term unsecured debt obligations or other short-term deposits
are rated
"P-1" by Moody's, "A-1" by S&P and (if any Companion Loan
Securities are rated
by Fitch) "F-1" by Fitch, if the deposits are to be held in the
account for 30
days or less, or (B) long-term unsecured debt obligations are rated
at least
"Aa3" by Moody's, "AA-" by S&P (or "A-" by S&P so long as
the short-term deposit
or short-term unsecured debt obligations of such subsidiary or its
parent are
rated no less than "A-1" by S&P) and (if any Companion Loan
Securities are rated
by Fitch) "AA-" by Fitch (or "A-" by Fitch so long as the
short-term deposit or
short-term unsecured debt obligations of such subsidiary or its
parent are rated
no less than "A-1" by Fitch), if the deposits are to be held in the
account for
more than 30 days. Eligible Accounts may bear interest. No Eligible
Account
shall be evidenced by a certificate of deposit, passbook or other
similar
instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer
that is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described
in, and meeting the criteria of, the American Society of Testing
Materials
Standard Sections 1527 99 or any successor thereto published by the
American
Society of Testing Materials.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the
originator of such Mortgage Loan relating to the Mortgagor's
obligation to
remediate or monitor or indemnify for any environmental problems
relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class M, Class N, Class P or Class NR Certificate; provided that
any such
Certificate: (a) will cease to be considered an ERISA Restricted
Certificate and
(b) will cease to be subject to the transfer restrictions contained
in Section
5.02(c) if, as of the date of a proposed transfer of such
Certificate, either
(i) it is rated in one of the four highest generic ratings
categories by a
Rating Agency or (ii) relevant provisions of ERISA would permit the
transfer of
such Certificate to a Plan.
"Escrow Payment": Any payment received by any Master Servicer
or
the Special Servicer for the account of any Mortgagor for
application toward the
payment of real estate taxes, assessments, insurance premiums,
ground lease
rents and similar items in respect of the related Mortgaged
Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on such Mortgage Loan after the Anticipated Repayment Date
allocable to
the Excess Rate, including all interest accrued thereon. The Excess
Interest
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts
(or as a
subaccount of the Distribution Account) by the Trustee pursuant to
Section
3.04(c), which shall be entitled "LaSalle Bank National
Association, as Trustee,
in trust for the registered Holders of J.P. Morgan Chase Commercial
Mortgage
Securities Trust 2006-LDP8 Commercial Mortgage Pass-Through
Certificates, Series
2006-LDP8, Excess Interest Distribution Account," and which must be
an Eligible
Account (or a subaccount of an Eligible Account). The Excess
Interest
Distribution Account shall not be an asset of either the Lower-Tier
REMIC or the
Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
the excess of
(i) the applicable Revised Rate over (ii) the applicable Mortgage
Rate, each as
set forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from time to time and the rules and regulations of the Commission
thereunder.
"Eurohypo": Eurohypo AG, New York Branch, a German banking
corporation, or its successor in interest.
"Fannie Mae": Federal National Mortgage Association or any
successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the Directing
Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan
(and, if
applicable, any defaulted Companion Loan) or REO Property (other
than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any
of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable
Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the
applicable
Companion Holder or the Special Servicer pursuant to Section
3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the applicable
Master Servicer,
Special Servicer, the Holders of the Controlling Class, or the
Holders of the
Class LR Certificates pursuant to Section 9.01) that there has been
a recovery
of all Insurance and Condemnation Proceeds, Liquidation Proceeds,
REO Revenue
and other payments or recoveries that, in the Special Servicer's
judgment, which
judgment was exercised without regard to any obligation of the
Special Servicer
to make payments from its own funds pursuant to Section 3.07(b),
will ultimately
be recoverable. The Directing Certificateholder shall have ten (10)
Business
Days to review and approve each such recovery determination by the
Special
Servicer; provided, however, that if the Directing
Certificateholder fails to
approve or disapprove any recovery determination within ten (10)
Business Days
of receipt of the initial recovery determination, such approval
shall be deemed
given.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to
time.
"Fitch": Fitch, Inc., and its successors in interest. If
neither
Fitch nor any successor remains in existence, "Fitch" shall be
deemed to refer
to such other nationally recognized statistical rating agency or
other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the Trustee, the Master Servicers, the Directing
Certificateholder
and the Special Servicer, and specific ratings of Fitch herein
referenced shall
be deemed to refer to the equivalent ratings of the party so
designated.
"Floating Rate Account": The trust account or accounts created
and
maintained as a separate account or accounts (or as a subaccount of
the
Distribution Account) by the Trustee pursuant to Section 3.04(b),
which shall be
entitled "LaSalle Bank National Association, as Trustee, in trust
for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust
2006-LDP8 Commercial Mortgage Pass Through Certificates, Series
2006-LDP8 Class
A-3FL Certificates, Floating Rate Account," and which must be an
Eligible
Account (or a subaccount of an Eligible Account). The Floating Rate
Account
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Form 8-K Disclosure Information": As defined in Section 11.07.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation
Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any
related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances,
Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and
unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii)
the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on
the date on
which such Liquidation Proceeds were received. For the avoidance of
doubt,
Gain-on-Sale Proceeds allocable to a Companion Loan shall not be
assets of the
Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC.
"Gain-on-Sale Reserve Account": A custodial account or accounts
(or subaccount of the Distribution Account) created and maintained
by the
Trustee, pursuant to Section 3.04(d) on behalf of the Trustee in
trust for the
Certificateholders, which shall be entitled "LaSalle Bank National
Association,
as Trustee, in trust for the registered Holders of J.P. Morgan
Chase Commercial
Mortgage Securities Trust 2006-LDP8 Commercial Mortgage
Pass-Through
Certificates, Series 2006-LDP8, Gain-on-Sale Reserve Account." Any
such account
shall be an Eligible Account or a subaccount of an Eligible
Account.
"Gas Company Tower Pari Passu Companion Loan": With respect to
the
Gas Company Tower Whole Loan, the related promissory note made by
the related
Mortgagor and secured by the Mortgage on the Gas Company Tower
Mortgaged
Property and designated as promissory note A2, which is not
included in the
Trust and which is pari passu in right of payment to the Gas
Company Tower
Mortgage Loan, to the extent set forth in the related Mortgage Loan
documents
and as provided in the Gas Company Tower Intercreditor
Agreement.
"Gas Company Tower Pari Passu Companion Loan Holder": The
holder
of the Gas Company Tower Pari Passu Companion Loan.
"Gas Company Tower Companion Loan Securities": Any class of
securities backed, wholly or partially, by the Gas Company Tower
Pari Passu
Companion Loan.
"Gas Company Tower Intercreditor Agreement": The Intercreditor
Agreement, by and among the holders of the Gas Company Tower Notes,
relating to
the relative rights of such holders of the Gas Company Tower Whole
Loan, as the
same may be further amended in accordance with the terms
thereof.
"Gas Company Tower Mortgage Loan": With respect to the Gas
Company
Tower Whole Loan, the Mortgage Loan that is included in the Trust
(identified as
Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is
designated as
promissory note A1 and is pari passu in right of payment with the
Gas Company
Tower Pari Passu Companion Loan to the extent set forth in the Gas
Company Tower
Whole Loan and as provided in the Gas Company Tower Intercreditor
Agreement.
"Gas Company Tower Mortgaged Property": The Mortgaged Property
that secures the Gas Company Tower Whole Loan.
"Gas Company Tower Notes": The Gas Company Tower Mortgage Loan
and
the Gas Company Tower Pari Passu Companion Loan.
"Gas Company Tower Remittance Date": The date payments are
required to be made to the holder of the related Companion Loan
under the Gas
Company Tower Intercreditor Agreement or, if no such "remittance
date" is
specified, the P&I Advance Date.
"Gas Company Tower Whole Loan": The Gas Company Tower Mortgage
Loan, together with the Gas Company Tower Pari Passu Companion
Loan, each of
which is secured by the same Mortgage on the Gas Company Tower
Mortgaged
Property. References herein to the Gas Company Tower Whole Loan
shall be
construed to refer to the aggregate indebtedness under the Gas
Company Tower
Notes.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and amounts held from time to
time in the
Excess Interest Distribution Account, beneficial ownership of which
is
represented by the Class S Certificates and (ii) the Class A-3FL
Regular
Interest, the Swap Contract, the Floating Rate Account and the
proceeds thereof,
beneficial ownership of which is represented by the Class A-3FL
Certificates.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Group A Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group A, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"Group B Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Servicing Group B, together
with any
other Mortgage Loan that is substituted in replacement thereof
pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants, chemicals, wastes or substances, including, without
limitation,
those so identified pursuant to CERCLA or any other federal, state
or local
environmental related laws and regulations, and specifically
including, without
limitation, asbestos and asbestos-containing materials,
polychlorinated
biphenyls, radon gas, petroleum and petroleum products, urea
formaldehyde and
any substances classified as being "in inventory," "usable work in
process" or
similar classification which would, if classified as unusable, be
included in
the foregoing definition.
"Independent": When used with respect to any accountants, a
Person
who is "independent" within the meaning of Rule 2-01(b) of the
Securities and
Exchange Commission's Regulation S-X. When used with respect to any
specified
Person, any such Person who (i) is in fact independent of the
Trustee, the
Depositor, each Master Servicer, the Special Servicer, the
Directing
Certificateholder, any Companion Holder, and all Affiliates
thereof, (ii) does
not have any material direct financial interest in or any material
indirect
financial interest in any of the Trustee, the Depositor, any Master
Servicer,
the Special Servicer, the Directing Certificateholder, any
Companion Holder or
any Affiliate thereof and (iii) is not connected with the Trustee,
the
Depositor, any Master Servicer, the Special Servicer, the
Directing
Certificateholder, any Companion Holder or any Affiliate thereof as
an officer,
employee, promoter, underwriter, trustee, partner, director or
Person performing
similar functions; provided, however, that a Person shall not fail
to be
Independent of the Trustee, the Depositor, any Master Servicer, the
Special
Servicer, the Directing Certificateholder, any Companion Holder or
any Affiliate
thereof merely because such Person is the beneficial owner of 1% or
less of any
Class of securities issued by the Trustee, the Depositor, any
Master Servicer,
the Special Servicer, the Directing Certificateholder, any
Companion Holder or
any Affiliate thereof, as the case may be, provided such beneficial
ownership
constitutes less than 1% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust within the
meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the
applicable Master Servicer, any Companion Holder or the Trust,
delivered to the
Trustee, any Companion Holder and the applicable Master Servicer),
so long as
the Trust does not receive or derive any income from such Person
and provided
that the relationship between such Person and the Trust is at arm's
length, all
within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that
any Master Servicer or the Special Servicer shall not be considered
to be an
Independent Contractor under the definition in this clause (i)
unless an Opinion
of Counsel has been delivered to the Trustee to that effect) or
(ii) any other
Person (including the Master Servicers and the Special Servicer)
upon receipt by
the Trustee and the applicable Master Servicer of an Opinion of
Counsel, which
shall be at no expense to the Trustee, the Master Servicers or the
Trust Fund,
to the effect that the taking of any action in respect of any REO
Property by
such Person, subject to any conditions therein specified, that is
otherwise
herein contemplated to be taken by an Independent Contractor will
not cause such
REO Property to cease to qualify as "foreclosure property" within
the meaning of
Section 860G(a)(8) of the Code or cause any income realized in
respect of such
REO Property to fail to qualify as Rents from Real Property.
"Initial Purchaser": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with any Master Servicer as of
the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement. The
Initial
Sub-Servicers are set forth on Exhibit BB hereto.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the full or partial
condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are
not applied
to the restoration of the related Mortgaged Property or released to
the
Mortgagor or any tenants or ground lessors, in either case, in
accordance with
the Servicing Standards (and in the case of any Serviced Mortgage
Loan or the
RREEF Portfolio Mortgage Loan, to the extent any portion of such
proceeds are
received by the Trustee in connection with such Serviced Mortgage
Loan or the
RREEF Portfolio Mortgage Loan, as applicable, pursuant to the
allocations set
forth in the related Intercreditor Agreement).
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Intercreditor Agreements": Each of the Park La Brea
Intercreditor
Agreement, the RREEF Portfolio Intercreditor Agreement, the Gas
Company Tower
Intercreditor Agreement, the Tysons Galleria Intercreditor
Agreements, the
Stevens Business Center Intercreditor Agreement, the United Plaza
Intercreditor
Agreement and the Donato Corporate Park Intercreditor
Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-3FL Certificates if the Class
A-3FL
Distribution Conversion is not in effect), the Class A-3FL Regular
Interest or
the Uncertificated Lower-Tier Interests and any Distribution Date,
the period
beginning on the first day of the calendar month preceding the
calendar month in
which the related Distribution Date occurs and ending on the last
day of the
calendar month preceding the calendar month in which such
Distribution Date
occurs, calculated assuming that each month has 30 days and each
year has 360
days. With respect to the Class A-3FL Certificates and any
Distribution Date for
which the Class A-3FL Distribution Conversion is not in effect, the
Interest
Accrual Period will be the period from and including the
Distribution Date in
the month preceding the month in which the related Distribution
Date occurs (or
in the case of the first Distribution Date, the Closing Date) to,
but excluding
the related Distribution Date, calculated assuming that each month
has the
actual number of days in such Interest Accrual Period and each year
has 360
days.
"Interest Distribution Amount": With respect to any Class of
Regular Certificates (other than the Class A-3FL Certificates) and
the Class
A-3FL Regular Interest for any Distribution Date, an amount equal
to the sum of
the Distributable Certificate Interest and the Class Unpaid
Interest Shortfall
with respect to such Class of Regular Certificates or the Class
A-3FL Regular
Interest, as applicable, for such Distribution Date and any Accrued
Interest
From Recoveries for such Class, to the extent not previously paid
for all prior
Distribution Dates.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained by the Trustee pursuant
to Section
3.25 in the name of "LaSalle Bank National Association, as Trustee,
in trust for
the registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust
2006-LDP8 Commercial Mortgage Pass-Through Certificates, Series
2006-LDP8,
Interest Reserve Account," into which the amounts set forth in
Section 3.25
shall be deposited directly and which must be an Eligible Account
or subaccount
of an Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, each Master Servicer, the
Special Servicer, any Independent Contractor engaged by the Special
Servicer,
any Holder of a Certificate, each Companion Holder (but only with
respect to the
related Serviced Whole Loan) or any Affiliate of any such
Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b)(iii).
"IXIS": IXIS Real Estate Capital Inc., a New York corporation,
or
its successor in interest.
"JPMorgan": JPMorgan Chase Bank, National Association, a
banking
association organized under the laws of the United States, or its
successor in
interest.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to the related
Determination Date,
whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds
or otherwise, which represent late payments or collections of
principal or
interest due in respect of such Mortgage Loan or Companion Loan
(without regard
to any acceleration of amounts due thereunder by reason of default)
on a Due
Date prior to the immediately preceding Determination Date and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property prior to the related Determination Date,
whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or
otherwise, which represent late collections of principal or
interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage
Loan or
Companion Loan (without regard to any acceleration of amounts due
under the
predecessor Mortgage Loan or Companion Loan by reason of default)
on a Due Date
prior to the immediately preceding Determination Date and not
previously
recovered. The term "Late Collections" shall specifically exclude
Penalty
Charges.
"LIBOR": With respect to the Class A-3FL Certificates and each
Interest Accrual Period for which the Class A-3FL Distribution
Conversion is not
in effect, the rate for deposits in U.S. Dollars, for a period
equal to one
month, which appears on the Dow Jones Market Service (formerly
Telerate) Page
3750 as of 11:00 a.m., London time, on the related LIBOR
Determination Date. If
such rate does not appear on Dow Jones Market Service Page 3750,
the rate for
that Interest Accrual Period shall be determined on the basis of
the rates at
which deposits in U.S. Dollars are offered by any four major
reference banks in
the London interbank market selected by the Trustee to provide such
bank's
offered quotation of such rates at approximately 11:00 a.m., London
time, on the
related LIBOR Determination Date to prime banks in the London
interbank market
for a period of one month, commencing on the first day of such
Interest Accrual
Period and in an amount that is representative for a single such
transaction in
the relevant market at the relevant time. The Trustee shall request
the
principal London office of any four major reference banks in the
London
interbank market selected by the Trustee to provide a quotation of
such rates,
as offered by each such bank. If at least two such quotations are
provided, the
rate for that Interest Accrual Period shall be the arithmetic mean
of the
quotations. If fewer than two quotations are provided as requested,
the rate for
that Interest Accrual Period shall be the arithmetic mean of the
rates quoted by
major banks in New York City selected by the Trustee, at
approximately 11:00
a.m., New York City time, on the LIBOR Determination Date with
respect to such
Mortgage Loan Accrual Period for loans in U.S. Dollars to leading
European banks
for a period equal to one month, commencing on the LIBOR
Determination Date with
respect to such Interest Accrual Period and in an amount that is
representative
for a single such transaction in the relevant market at the
relevant time. The
Trustee shall determine LIBOR for each Interest Accrual Period and
the
determination of LIBOR by Trustee shall be binding absent manifest
error. LIBOR
for the initial Interest Accrual Period shall be 5.32375%.
"LIBOR Business Day": Any day on which commercial banks are
open
for international business (including dealings in U.S. Dollar
deposits) in
London, England and New York, New York.
"LIBOR Determination Date": (i) With respect to the initial
Interest Accrual Period, the date that is two LIBOR Business Days
prior to the
Closing Date, and (ii) with respect to each Interest Accrual Period
thereafter,
the date that is two LIBOR Business Days prior to the beginning of
the related
Interest Accrual Period.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant
to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Controlling Class Option Holder or the Special
Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by
the Special
Servicer, the applicable Master Servicer, the Holders of the
Controlling Class
or the Holders of the Class LR Certificates pursuant to Section
9.01 or acquired
by the Sole Certificateholder in exchange for its Certificates
pursuant to
Section 9.01; or (vi) such Mortgage Loan is purchased by (a) the
applicable
Companion Holder pursuant to or as contemplated by Section 3.18(d)
or (b) a
mezzanine lender pursuant to the related mezzanine intercreditor
agreement. With
respect to any REO Property (and the related REO Loan), any of the
following
events: (i) a Final Recovery Determination is made with respect to
such REO
Property; (ii) such REO Property is purchased by the applicable
Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the
Holders of the
Class LR Certificates pursuant to Section 9.01; or (iii) such REO
Property is
purchased by (a) the applicable Companion Holder pursuant to or as
contemplated
by Section 3.18(d) or (b) a mezzanine lender pursuant to the
related mezzanine
intercreditor agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred by the Special Servicer
in
connection with a liquidation of any Specially Serviced Mortgage
Loan or REO
Property (except with respect to the RREEF Portfolio Mortgaged
Property)
pursuant to Section 3.18 (including, without limitation, legal fees
and
expenses, committee or referee fees and, if applicable, brokerage
commissions
and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property
(except with
respect to the RREEF Portfolio Mortgaged Property) as to which the
Special
Servicer receives (i) a full or discounted payoff (or an
unscheduled partial
payment to the extent such prepayment is required by the Special
Servicer as a
condition to a workout) with respect thereto from the related
Mortgagor or (ii)
any Liquidation Proceeds or Insurance and Condemnation Proceeds
with respect to
the related Mortgage Loan or REO Property (in any case, other than
amounts for
which a Workout Fee has been paid, or will be payable), equal to
the product of
the Liquidation Fee Rate and the proceeds of such full or
discounted payoff or
other partial payment or the Liquidation Proceeds or Insurance and
Condemnation
Proceeds (net of the related costs and expenses associated with the
related
liquidation) related to such liquidated Specially Serviced Mortgage
Loan or REO
Property, as the case may be; provided, however, that no
Liquidation Fee shall
be payable with respect to any event described in (1) clause
(iii)(A) of the
definition of "Liquidation Proceeds" if such purchase occurs within
the first 90
days after the Special Servicer's initial determination of the fair
value of
such Specially Serviced Mortgage Loan, (2) clause (iv) of the
definition of
"Liquidation Proceeds" if such repurchase occurs within the time
parameters
(including any applicable extension period) set forth in this
Agreement and in
the related Mortgage Loan Purchase Agreement or, if such repurchase
occurs after
such time period, the Mortgage Loan Seller was acting in good faith
to resolve
such breach or defect, (3) clause (v) and clause (vi) of the
definition of
"Liquidation Proceeds," (except that a Liquidation Fee will be
payable with
respect to any purchase by a mezzanine lender or the holder of a
Companion Loan
if such purchase does not occur within 90 days following the date
the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan) or (4)
with respect to
any Serviced Securitized Companion Loan, a purchase or repurchase
of such
Serviced Securitized Companion Loan under an Other Pooling and
Servicing
Agreement (for the avoidance of doubt, a Liquidation Fee payable
under this
Agreement, in accordance herewith, may be payable on the entire
related Serviced
Whole Loan).
"Liquidation Fee Rate": A rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts received by or paid to any
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
(including a payment in full) of a Mortgaged Property or other
collateral
constituting security for a Defaulted Mortgage Loan through a
trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof
required to be released to the related Mortgagor in accordance with
applicable
law and the terms and conditions of the related Mortgage Note and
Mortgage; (ii)
the realization upon any deficiency judgment obtained against a
Mortgagor; (iii)
(A) the purchase of a Defaulted Mortgage Loan by the Majority
Controlling Class
Certificateholder, the Special Servicer or any Master Servicer or
any of their
assignees pursuant to Section 3.18(a) or (B) any other sale thereof
pursuant to
Section 3.18(c) or Section 3.18(e); (iv) the repurchase of a
Mortgage Loan by
the applicable Mortgage Loan Seller pursuant to Section 6 of the
related
Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage
Loan or REO
Property by the Holders of the Controlling Class, the Special
Servicer, any
Master Servicer or the Holders of the Class LR Certificates
pursuant to Section
9.01; or (vi) the purchase of a Mortgage Loan or an REO Property by
(A) the
Companion Holder pursuant to Section 3.18(d) or (B) any other
mezzanine lender
of the related Mortgage Loan or REO Loan.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 1;
provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 1 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 1 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 2 Principal Distribution Amount" had the
Loan Group 2
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 2 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 2
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 1
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 2
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 2 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 1 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 2 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 2 Principal Distribution Amount).
"Loan Group 1 Principal Shortfall": With respect to any
Distribution Date, the amount, if any, by which (1) the lesser of
(a) the Loan
Group 1 Principal Distribution Amount for the prior Distribution
Date and (b)
the Certificate Balance of the Class A-1, Class A-2, Class A-3A,
Class A-3B,
Class A-4 and Class A-SB Certificates and the Class A-3FL Regular
Interest,
exceeds (2) the aggregate amount distributed in respect of
principal on the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 and Class
A-SB
Certificates and the Class A-3FL Regular Interest on the prior
Distribution
Date. There will be no Loan Group 1 Principal Shortfall on the
first
Distribution Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 2;
provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 2 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 2 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 1 Principal Distribution Amount" had the
Loan Group 1
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 1 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 1
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 2
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 1
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 1 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 2 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 1 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 1 Principal Distribution Amount).
"Loan Group 2 Principal Shortfall": With respect to any
Distribution Date, the amount, if any, by which (1) the lesser of
(a) the Loan
Group 2 Principal Distribution Amount for the prior Distribution
Date and (b)
the Certificate Balance of the Class A-1A Certificates, exceeds (2)
the
aggregate amount distributed in respect of principal on the Class
A-1A
Certificates on the prior Distribution Date. There will be no Loan
Group 2
Principal Shortfall on the first Distribution Date.
"Lower-Tier Distribution Account": The segregated account,
accounts or sub-accounts created and maintained by the Trustee
pursuant to
Section 3.04(b) in trust for the Certificateholders, which shall be
entitled
"LaSalle Bank National Association, as Trustee, in trust for the
registered
Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-LDP8
Commercial Mortgage Pass-Through Certificates, Series 2006-LDP8,
Lower-Tier
Distribution Account." Any such account, accounts or sub-accounts
shall be an
Eligible Account.
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount
of such Class
as specified in the Preliminary Statement hereto, and (ii) as of
any date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.02(iii)).
"Lower-Tier Regular Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier REMIC": One of two separate REMICs comprising a
portion of the Trust Fund, the assets of which consist of the
Mortgage Loans
(exclusive of Excess Interest), any REO Property with respect
thereto (or an
allocable portion thereof, in the case of any Serviced Mortgage
Loan), or the
Trust Fund's beneficial interest in the REO Property with respect
to the RREEF
Portfolio Whole Loan, such amounts related thereto as shall from
time to time be
held in the Certificate Account (other than with respect to the
Companion
Loans), the REO Account, if any, the Interest Reserve Account, the
Gain-on-Sale
Reserve Account and the Lower-Tier Distribution Account, and all
other property
included in the Trust Fund that is not in the Upper-Tier REMIC or
the Grantor
Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date
of
determination, a fraction, expressed as a percentage, the numerator
of which is
the scheduled principal balance of such Mortgage Loan as of such
date (assuming
no defaults or prepayments on such Mortgage Loan prior to that
date), and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority
Controlling Class Certificateholder": As of any date,
the Controlling Class Certificateholder owning a majority of the
Percentage
Interests in the Controlling Class.
"Master Servicer": With respect to (a) the Group A Mortgage
Loans
and any related Companion Loans and any related REO Properties, and
any matters
relating to the foregoing, Master Servicer No. 1, and (b) the Group
B Mortgage
Loans and any related Companion Loans and any related REO
Properties, and any
matters relating to the foregoing, Master Servicer No. 2.
"Master Servicer No. 1": Wells Fargo Bank, N.A., and its
successors in interest and assigns, or any successor Master
Servicer appointed
as allowed herein.
"Master Servicer No. 2": Midland Loan Services, Inc., and its
successors in interest and assigns, or any successor Master
Servicer appointed
as allowed herein.
"Maturity Date": With respect to any Mortgage Loan or Companion
Loan as of any date of determination, the date on which the last
payment of
principal is due and payable under the related Mortgage Note, after
taking into
account all Principal Prepayments received prior to such date of
determination,
but without giving effect to (i) any acceleration of the principal
of such
Mortgage Loan or Companion Loan by reason of default thereunder or
(ii) any
grace period permitted by the related Mortgage Note.
"MERS": Mortgage Electronic Registration System, Inc.
"Mezz Cap AB Mortgage Loan": The Stevens Business Center
Mortgage
Loan, the United Plaza Mortgage Loan and the Donato Corporate Park
Mortgage
Loan.
"Mezz Cap AB Mortgage Loan Intercreditor Agreements": The
Intercreditor Agreements related to the Mezz Cap AB Mortgage
Loans.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of principal and/or interest
(other than
Excess Interest) on such Mortgage Loan or Companion Loan, including
any Balloon
Payment, which is payable (as the terms of the applicable Mortgage
Loan or
Companion Loan may be changed or modified in connection with a
bankruptcy or
similar proceedings involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
pursuant to
the terms hereof) by a Mortgagor from time to time under the
related Mortgage
Note and applicable law, without regard to any acceleration of
principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and
without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence, "Moody's" shall be deemed to
refer to such
other nationally recognized statistical rating agency or other
comparable Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicers and the Special Servicer, and
specific ratings of
Moody's herein referenced shall be deemed to refer to the
equivalent ratings of
the party so designated.
"Mortgage": With respect to any Mortgage Loan and Companion
Loan,
the mortgage, deed of trust or other instrument securing a Mortgage
Note and
creating a lien on the fee and/or leasehold interest in the related
Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to reduce the rate at which
interest is
paid currently below the Mortgage Rate and capitalize the amount of
such
interest reduction, the excess, if any, of (a) interest accrued on
the Stated
Principal Balance thereof during the one-month interest accrual
period set forth
in the related Mortgage Note at the related Mortgage Rate over (b)
the interest
portion of the related Monthly Payment, as so modified or reduced,
or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File": With respect to each Mortgage Loan and
Companion
Loan, if applicable, but subject to Section 2.01, collectively the
following
documents:
(i) the original executed Mortgage Note bearing, or
accompanied by, all prior and intervening endorsements,
assignments or allonges showing a complete chain of endorsement
or
assignment from the originator of the Mortgage Loan to the most
recent endorsee, and further endorsed (at the direction of the
Depositor given pursuant to the applicable Mortgage Loan
Purchase
Agreement), on its face or by allonge attached thereto, without
recourse, representation or warranty, express or implied to the
order of the Trustee in the following form: "Pay to the order
of
LaSalle Bank National Association, as trustee for the
registered
holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust
2006-LDP8 Commercial Mortgage Pass-Through Certificates, Series
2006-LDP8" or in blank; provided that the requirements of this
clause (i) will be satisfied by delivery of a signed lost note
affidavit and indemnity properly assigned or endorsed to the
Trustee as described above, with a copy of the Mortgage Note
attached to it;
(ii) the original Mortgage (or a certified or other copy
thereof from the applicable recording office) and originals (or
certified or other copies from the applicable recording office)
of
any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most
recent mortgagee of record, in each case with evidence of
recording indicated thereon (except for recording information
not
yet available if the Mortgage or an assignment thereof has not
been returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete
and recordable form (except for recording information not yet
available if the instrument being assigned has not been
returned
from the applicable recording office), executed by the most
recent
assignee of record thereof prior to the Trustee, or if none, by
the originator to "LaSalle Bank National Association, as
trustee
for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2006-LDP8 Commercial Mortgage
Pass-Through Certificates, Series 2006-LDP8" and, in the case
of
any Serviced Whole Loan, in its capacity as "lead lender" under
the related Intercreditor Agreement on behalf of the related
Companion Holder, or in blank, provided that, if the related
Mortgage has been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no
assignment
of
Mortgage in favor of the Trustee will be required to be
recorded or delivered and instead, the applicable Mortgage Loan
Seller pursuant to the applicable Mortgage Loan Purchase
Agreement
shall take all actions as are necessary to cause the Trustee to
be
shown as, and the Trustee shall take all actions necessary to
confirm that it is shown as, the owner of the related Mortgage
on
the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) an original or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage)
and
the originals or copies of any intervening assignments thereof
showing a complete chain of assignment from the originator of
the
Mortgage Loan to the most recent assignee of record, in each
case
with evidence of recording thereon (except for recording
information not yet available if the Assignment of Leases or an
assignment thereof has not been returned from the applicable
recording office);
(v) an original assignment of any related Assignment of
Leases (if such item is a document separate from the Mortgage
and
to the extent not already assigned pursuant to preceding clause
(iii)), in recordable form (except for recording information
not
yet available if the instrument being assigned has not been
returned from the applicable recording office), executed by the
applicable assignee of record to "LaSalle Bank National
Association, as trustee for the registered holders of J.P.
Morgan
Chase Commercial Mortgage Securities Trust 2006-LDP8 Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP8" and, in
the
case of any Serviced Whole Loan, in its capacity as "lead
lender"
under the related Intercreditor Agreement on behalf of the
related
Companion Holder, or in blank, provided that if the related
Mortgage has been recorded in the name of MERS or its designee,
no
assignment of Assignment of Leases in favor of the Trustee will
be
required to be recorded or delivered and instead, the
applicable
Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement shall take all actions as are necessary to
cause the Trustee to be shown as, and the Trustee shall take
all
actions necessary to confirm that it is shown as, the owner of
the
related Assignment of Leases on the records of MERS for
purposes
of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS;
(vi) an original or copy of any related Security Agreement
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof
showing
a complete chain of assignment from the originator of the
Mortgage
Loan to the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security
Agreement (if such item is a document separate from the
Mortgage),
in complete form, executed by the applicable Mortgage Loan
Seller
to "LaSalle Bank National Association, as trustee for the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust 2006-LDP8 Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP8" and, in the case of any
Serviced
Whole Loan, in its capacity as "lead lender" under the related
Intercreditor Agreement on behalf of the related Companion
Holder;
provided, if the related Security Agreement has been recorded
in
the name of MERS or its designee, no assignment of such
Security
Agreement in favor of the Trustee will be required to be
prepared
or
delivered and instead, the applicable Mortgage Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement
shall
take all actions as are necessary to cause the Trustee, on
behalf
of the Certificateholders, to be shown as (and the Trustee
shall
take all necessary actions to confirm that it is shown as) the
owner of the related Security Agreement on the records of MERS
for
purposes of the system of recording transfers of beneficial
ownership of security agreements maintained by MERS;
(viii) originals or copies of all consolidation,
assumption, modification, written assurance and substitution
agreements, with evidence of recording thereon, where
appropriate,
in those instances where the terms or provisions of the
Mortgage,
Mortgage Note or any related security document have been
consolidated or modified or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof, together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgagor's fee
or
leasehold interest in the Mortgaged Property, or if the policy
has
not yet been issued, an original or copy of a "marked-up"
written
commitment (marked as binding and in all cases countersigned by
the title insurer or its authorized agent) or the pro forma or
specimen title insurance policy (accepted or approved in
writing
by the title insurer or its authorized agent) or an agreement
to
provide the same pursuant to lender's escrow trust instructions
executed by an authorized representative of the title insurance
company, provided the actual policy is issued within eighteen
(18)
months from the Closing Date, in connection with the related
Mortgage Loan;
(x) the original or copy of any guaranty of the obligations
of the Mortgagor under the Mortgage Loan and any intervening
assignments;
(xi) all UCC Financing Statements, assignments and
continuation statements or copies thereof, as filed or
recorded,
or in form that is complete and suitable for filing or
recording,
as appropriate, or other evidence of filing or recording
sufficient to perfect (and maintain the perfection of) the
security interest held by the originator of the Mortgage Loan
(and
each assignee of record prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property (in each
case with evidence of filing or recording thereon, with the
exception of filing or recording information not yet available
because the UCC Financing Statement, assignment or continuation
statement, as the case may be, has not yet been returned from
the
applicable filing or recording office), and to transfer such
UCC
Financing Statements to the Trustee, provided, if the related
Mortgage Loan has been recorded in the name of MERS or its
designee, no UCC Financing Statement in favor of the Trustee
will
be required to be recorded or delivered and instead, the
applicable Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement shall take all actions as are
necessary to cause the Trustee, on behalf of the
Certificateholders, to be shown as, and the Trustee shall take
all
actions necessary to confirm that it is shown as, the secured
party on the related UCC Financing Statements on the records of
MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS;
(xii) the original power of attorney or a copy thereof
(with
evidence of recording thereon) granted by the Mortgagor if
the Mortgage, Mortgage Note or other document or instrument
referred to above was not signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional
Debt, a co-lender agreement, a subordination agreement or other
intercreditor agreement, pursuant to which such Additional Debt
will be subordinated to such Mortgage Loan as set forth in such
intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease, the related ground lease or a certified copy thereof and
any related ground lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan and, within sixty (60) days of the Closing Date or such
earlier date as required by the issuer of the letter of credit,
a
copy of the appropriate transfer or assignment documents (which
may be in the form of an amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together with a copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any franchise agreements and comfort letters
related thereto;
(xxi) a copy of any lock-box or cash management
agreement(s);
(xxii) a list related to such Mortgage Loan indicating the
related Mortgage Loan documents included in the related
Mortgage
File (the "Mortgage Loan Checklist");
(xxiii) with respect to each Mortgage Loan that has one or
more Companion Loan(s), the related Intercreditor Agreement and
a
copy of each Mortgage Note relating to such Companion Loan(s),
rather than the original; and
(xxiv) with respect to the RREEF Portfolio Mortgage Loan, a
copy of the RREEF Portfolio Pooling Agreement;
provided, however, that (a) whenever the term "Mortgage File" is
used to refer
to documents held by the Trustee, or a Custodian appointed thereby,
such term
shall not be deemed to include such documents and instruments
required to be
included therein unless they are actually received by the Trustee
or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed
Group only
one original or certified copy of any document referred to in the
definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed
Group, then
the inclusion of such original or certified copy in the Mortgage
File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed
the inclusion
of such original or certified copy in the Mortgage File for each
such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage
File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the
Mortgage
File for the related Mortgage Loan (except that references to the
Mortgage Note
otherwise described above shall be construed to instead refer to a
photocopy of
such Mortgage Note) and (d) the execution and/or recordation of any
assignment
of Mortgage, any separate assignment of Assignment of Leases and
any assignment
of any UCC Financing Statement in the name of the Trustee shall not
be construed
to limit the beneficial interest of the related Companion Holder(s)
in such
instrument and the benefits intended to be provided to them by such
instrument,
it being acknowledged that (i) the Trustee shall hold such record
title for the
benefit of the Trust as the holder of the related Mortgage Loan and
the related
Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee,
any Master Servicer, or the Special Servicer on its behalf to
enforce or obtain
the benefits of such instrument shall be construed to be so
undertaken by
Trustee, the applicable Master Servicer or the Special Servicer for
the benefit
of the Trust as the holder of the applicable Mortgage Loan and the
related
Companion Holder(s) collectively.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 and from time to
time held in
the Trust Fund. As used herein, the term "Mortgage Loan" includes
the related
Mortgage Note, Mortgage and other documents contained in the
related Mortgage
File and any related agreements. As used in this Agreement, the
term "Mortgage
Loan" does not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage File."
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan Seller, relating to the
transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the
related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans
transferred
on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as
Exhibit B, which list sets forth the following information with
respect to each
Mortgage Loan:
(i) the loan identification number (as specified in Annex
A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b)
remaining term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due (i) with respect
to each Mortgage Loan (other than Mortgage Loans on which only
interest is due prior to a balloon payment), on the first Due
Date
following the Cut-off Date on which principal is due on such
Mortgage Loan and (ii) with respect to Mortgage Loans on which
only interest is due prior to a balloon payment, on the first
Due
Date following the Cut off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan
or an Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such
Mortgage Loan is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the
Mortgage Loan Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box
agreement is in place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the applicable Servicing Group to which the Mortgage
Loan belongs; and
(xxvi) the applicable Loan Group to which the Mortgage Loan
belongs.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Mortgage Loans.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) AIG, or its successor in
interest and SOME II, or its successor in interest, (2) Eurohypo,
or its
successor in interest, (3) IXIS, or its successor in interest, (4)
JPMorgan, or
its successors in interest, (5) NCCI, or its successors in interest
and (6) PNC
Bank, or its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion Loan on or prior to its Maturity Date, the annual rate at
which
interest is scheduled (in the absence of a default) to accrue on
such Mortgage
Loan or Companion Loan from time to time in accordance with the
related Mortgage
Note and applicable law, exclusive of the Excess Rate; or (ii) any
Mortgage Loan
or Companion Loan after its Maturity Date, the annual rate
described in clause
(i) above determined without regard to the passage of such Maturity
Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note.
"NCCI": Nomura Credit & Capital, Inc., a Delaware corporation,
or
its successor in interest.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Mortgage Loans during the related Due
Period,
exceeds (b) the aggregate amount deposited by the applicable Master
Servicer in
its Certificate Account for such Distribution Date pursuant to
Section 3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to each Certificate
Account, the Servicing Accounts or the REO Account for any period
from any
Distribution Date to the immediately succeeding P&I Advance
Date, the amount, if
any, by which the aggregate of all interest and other income
realized during
such period on funds relating to the Trust Fund held in such
account, exceeds
the aggregate of all losses, if any, incurred during such period in
connection
with the investment of such funds in accordance with Section
3.06.
"Net Investment Loss": With respect to each Certificate
Account,
the Servicing Accounts or the REO Account for any period from any
Distribution
Date to the immediately succeeding P&I Advance Date, the amount
by which the
aggregate of all losses, if any, incurred during such period in
connection with
the investment of funds relating to the Trust Fund held in such
account in
accordance with Section 3.06, exceeds the aggregate of all interest
and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per annum equal to the
related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided,
that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate
for any
Mortgage Loan will be determined without regard to any
modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by
the
applicable Master Servicer or the Special Servicer or resulting
from a
bankruptcy, insolvency or similar proceeding involving the
Mortgagor; provided,
further, that if any Mortgage Loan does not accrue interest on the
basis of a
360-day year consisting of twelve 30-day months, then, solely for
purposes of
calculating Pass-Through Rates, the Net Mortgage Rate of such
Mortgage Loan for
any one-month period preceding a related Due Date will be the
annualized rate at
which interest would have to accrue in respect of such Mortgage
Loan on the
basis of a 360-day year consisting of twelve 30-day months in order
to produce
the aggregate amount of interest actually accrued (exclusive of
Default Interest
or Excess Interest) in respect of such Mortgage Loan during such
one-month
period at the related Net Mortgage Rate; provided, further, that,
with respect
to each Interest Reserve Loan, the Net Mortgage Rate for the one
month period
(A) preceding the Due Dates that occur in January and February in
any year which
is not a leap year or preceding the Due Date that occurs in
February in any year
which is a leap year (in either case, unless the related
Distribution Date is
the final Distribution Date), will be the per annum rate stated in
the related
Mortgage Note less the related Administrative Cost Rate, and (B)
preceding the
Due Date in March (or February, if the related Distribution Date is
the final
Distribution Date) will be determined inclusive of the one day of
interest
retained for the immediately preceding February or January, if
applicable). With
respect to any REO Loan, the Net Mortgage Rate shall be calculated
as described
above, determined as if the predecessor Mortgage Loan had remained
outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for any Mortgagor's fiscal year end, Net Operating Income will be
calculated in
accordance with the standard definition of "Net Operating Income"
approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction of the Special Servicer on behalf of the Trust, including
any lease
renewed, modified or extended on behalf of the Trust, if the Trust
has the right
to renegotiate the terms of such lease.
"Non-Registered Certificate": Unless and until registered under
the Securities Act, any Class E, Class F, Class G, Class H, Class
J, Class K,
Class L, Class M, Class N, Class P, Class NR, Class S, Class R or
Class LR
Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with respect to the Transfer of a Residual Certificate, (i) such
person holds
such Residual Certificate in connection with the conduct of a trade
or business
within the United States and furnishes the Transferor and the
Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI
(or successor
form) or (ii) the Transferee delivers to both the Transferor and
the Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
such Transfer is in accordance with the requirements of the Code
and the
regulations promulgated thereunder and that such Transfer of the
Residual
Certificate will not be disregarded for federal income tax
purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause
(i) of the
preceding sentence, if it is a partnership (including any entity
treated as a
partnership for U.S. federal income tax purposes) any interest in
which is owned
(or may be owned pursuant to the applicable partnership agreement),
directly or
indirectly (other than through a corporation that is a U.S. Person)
by a
Non-U.S. Person or (B) if such Person is a U.S. Person with respect
to whom
income from a Residual Certificate is attributable to a foreign
permanent
establishment of fixed base, within the meaning of an applicable
income treaty,
of such Person or any other U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided, that a Workout-Delayed
Reimbursement
Amount shall constitute a Nonrecoverable Advance only when the
Person making
such determination in accordance with the procedures specified in
the definition
of Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, as
applicable, and taking into account factors such as all other
outstanding
Advances, either (a) has determined in its reasonable judgment that
such
Workout-Delayed Reimbursement Amount would not ultimately be
recoverable
(including interest on such Advance) from Late Collections,
Insurance Proceeds
or Liquidation Proceeds, or any other recovery on or in respect of
the related
Mortgage Loan or REO Loan, or (b) has determined in accordance with
the
Servicing Standards or such other applicable standard that such
Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed
Reimbursement Amounts
and Nonrecoverable Advances, would not ultimately be recovered from
aggregate
principal collections in respect of the pool of the Mortgage Loans
or REO Loans.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the applicable Master Servicer or the
Trustee, as
applicable, will not be ultimately recoverable, together with any
accrued and
unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any
other recovery on or in respect of such Mortgage Loan or REO Loan;
provided,
however, that the Special Servicer may, at its option, in
consultation with the
Directing Certificateholder, make a determination in accordance
with the
Servicing Standards, that any P&I Advance previously made or
proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the
applicable Master
Servicer or the Trustee (and with respect to any Serviced Mortgage
Loan, to any
Other Servicer and with respect to the RREEF Portfolio Mortgage
Loan, to the
RREEF Portfolio Master Servicer) notice of such determination. Any
such
determination shall be conclusive and binding on the applicable
Master Servicer
and the Trustee, provided, however, the Special Servicer shall have
no such
obligation to make an affirmative determination that any P&I
Advance is or would
be recoverable, and in the absence of a determination by the
Special Servicer
that such P&I Advance is a Nonrecoverable P&I Advance, such
decision shall
remain with the applicable Master Servicer or Trustee, as
applicable. In making
such recoverability determination, the applicable Master Servicer,
Special
Servicer or Trustee, as applicable, will be entitled (a) to
consider (among
other things) (i) the obligations of the Mortgagor under the terms
of the
related Mortgage Loan as it may have been modified and (ii) the
related
Mortgaged Properties in their "as is" or then current conditions
and
occupancies, as modified by such party's assumptions (consistent
with the
Servicing Standards in the case of the applicable Master Servicer
and the
Special Servicer or its good faith business judgment in the case of
the Trustee)
regarding the possibility and effects of future adverse change with
respect to
such Mortgaged Properties, (b) to estimate and consider (among
other things)
future expenses (consistent with the Servicing Standards in the
case of the
applicable Master Servicer and the Special Servicer or in its good
faith
business judgment in the case of the Trustee) among other things
and the timing
of recoveries and (c) to give due regard to the existence of any
Nonrecoverable
Advances which, at the time of such consideration, the recovery of
which are
being deferred or delayed by either Master Servicer, in light of
the fact that
related recoveries on or in respect of such Mortgage Loan are a
source of
recovery not only for the Advance under consideration but also a
potential
source of recovery for such delayed or deferred Advance. In
addition, any
Person, in considering whether a P&I Advance is a
Nonrecoverable Advance, will
be entitled to give due regard to the existence of any
outstanding
Nonrecoverable Advance or Workout Delayed Reimbursement Amount with
respect to
other Mortgage Loans which, at the time of such consideration, the
reimbursement
of which is being deferred or delayed by the applicable Master
Servicer or the
Trustee because there is insufficient principal available for
such
reimbursement, in light of the fact that proceeds on the related
Mortgage Loan
are a source of reimbursement not only for the P&I Advance
under consideration,
but also as a potential source of reimbursement of such
Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being
deferred or
delayed. In addition, any such Person may update or change its
recoverability
determinations at any time (but not reverse any other Person's
determination
that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing
Standards in the case of the applicable Master Servicer, or in its
good faith
business judgment in the case of the Trustee, may obtain, promptly
upon request,
from the Special Servicer any reasonably required analysis,
Appraisals or market
value estimates or other information in the Special Servicer's
possession for
making a recoverability determination. Absent bad faith, the
applicable Master
Servicer's, Special Servicer's or the Trustee's determination as to
the
recoverability of any P&I Advance shall be conclusive and
binding on the
Certificateholders. The determination by the applicable Master
Servicer or the
Special Servicer or the Trustee, as applicable, that the applicable
Master
Servicer or the Trustee, as the case may be, has made a
Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would
constitute a
Nonrecoverable P&I Advance, or any updated or changed
recoverability
determination, shall be evidenced by an Officer's Certificate
delivered by
either the Special Servicer or the applicable Master Servicer to
the other and
to the Trustee, the Directing Certificateholder (and in the case of
any Serviced
Mortgage Loan, any Other Servicer), the Depositor, or by the
Trustee to the
Depositor, the applicable Master Servicer, the Special Servicer and
the
Directing Certificateholder (and in the case of any Serviced
Mortgage Loan, any
Other Servicer). The Officer's Certificate shall set forth such
determination of
nonrecoverability and the considerations of the applicable Master
Servicer, the
Special Servicer or the Trustee, as applicable, forming the basis
of such
determination (which shall be accompanied by, to the extent
available, income
and expense statements, rent rolls, occupancy status, property
inspections and
any other information used by the applicable Master Servicer, the
Special
Servicer or the Trustee, as applicable, to make such determination
and shall
include any existing Appraisal of the related Mortgage Loan or
Mortgaged
Property). The Trustee shall be entitled to conclusively rely on
the applicable
Master Servicer's determination that a P&I Advance is or would
be nonrecoverable
and shall conclusively rely on and be bound by any determination of
the Special
Servicer that a P&I Advance is or would be nonrecoverable, and
the applicable
Master Servicer shall conclusively rely on and be bound by the
Special
Servicer's determination that a P&I Advance is or would be
nonrecoverable. If
the Special Servicer makes a determination that only a portion, and
not all, of
any previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance, the
applicable Master Servicer shall have the right to make its own
subsequent
determination that any remaining portion of any such previously
made or proposed
P&I Advance is a Nonrecoverable P&I Advance. In the case of
a
cross-collateralized Mortgage Loan, such recoverability
determination shall take
into account the cross-collateralization of the related
cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage
Loan (other than
the RREEF Portfolio Mortgage Loan) or REO Property which, in the
reasonable
judgment of the applicable Master Servicer, the Special Servicer or
the Trustee,
as the case may be, will not be ultimately recoverable, together
with any
accrued and unpaid interest thereon, at the Reimbursement Rate,
from Late
Collections or any other recovery on or in respect of such Mortgage
Loan or REO
Property. In making such recoverability determination, such Person
will be
entitled to consider (among other things) only the obligations of
the Mortgagor
under the terms of the related Mortgage Loan as it may have been
modified, to
consider (among other things) the related Mortgaged Properties in
their "as is"
or then current conditions and occupancies, as modified by such
party's
assumptions (consistent with the Servicing Standards in the case of
the
applicable Master Servicer or the Special Servicer or in its good
faith business
judgment in the case of the Trustee) regarding the possibility and
effects of
future adverse change with respect to such Mortgaged Properties, to
estimate and
consider (consistent with the Servicing Standards in the case of
the applicable
Master Servicer or the Special Servicer or in its good faith
business judgment
in the case of the Trustee) (among other things) future expenses
and to estimate
and consider (among other things) the timing of recoveries. In
addition, any
Person, in considering whether a Servicing Advance is a
Nonrecoverable Servicing
Advance, will be entitled to give due regard to the existence of
any
Nonrecoverable Advance or Workout Delayed Reimbursement Amounts
with respect to
other Mortgage Loans which, at the time of such consideration, the
recovery of
which are being deferred or delayed by the applicable Master
Servicer, in light
of the fact that proceeds on the related Mortgage Loan are a source
of recovery
not only for the Servicing Advance under consideration, but also as
a potential
source of recovery of such Nonrecoverable Advance or Workout
Delayed
Reimbursement Amounts which are or may be being deferred or
delayed. In
addition, any such Person may update or change its recoverability
determinations
at any time (but not reverse any other Person's determination that
an Advance is
a Nonrecoverable Advance) and, consistent with the Servicing
Standards, in the
case of the applicable Master Servicer, may obtain, promptly upon
request, from
the Special Servicer any reasonably required analysis, Appraisals
or market
value estimates or other information in the Special Servicer's
possession for
making a recoverability determination. The determination by the
applicable
Master Servicer, the Special Servicer or the Trustee, as the case
may be, that
it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing
Advance, if made, would constitute a Nonrecoverable Servicing
Advance, or any
updated or changed recoverability determination, shall be evidenced
by an
Officer's Certificate delivered by either of the Special Servicer
or the
applicable Master Servicer to the other and to the Trustee, the
Directing
Certificateholder and in the case of any Serviced Mortgage Loan,
any Other
Servicer, and the Depositor, or by the Trustee to the Depositor,
the applicable
Master Servicer, the Special Servicer and the Directing
Certificateholder and in
the case of any Serviced Mortgage Loan, any Other Servicer;
provided, however,
that the Special Servicer may, at its option, in consultation with
the Directing
Certificateholder, make a determination in accordance with the
Servicing
Standards, that any Servicing Advance previously made or proposed
to be made is
a Nonrecoverable Servicing Advance and shall deliver to the
applicable Master
Servicer and the Trustee notice of such determination. Any such
determination
shall be conclusive and binding on the applicable Master Servicer,
the Special
Servicer and the Trustee; provided, however, the Special Servicer
shall have no
such obligation to make an affirmative determination that any
Servicing Advance
is or would be recoverable, and in the absence of a determination
by the Special
Servicer that such Advance is a Nonrecoverable Servicing Advance,
such decision
shall remain with the applicable Master Servicer or Trustee, as
applicable. The
Officer's Certificate shall set forth such determination of
nonrecoverability
and the considerations of the applicable Master Servicer, the
Special Servicer
or the Trustee, as applicable, forming the basis of such
determination (which
shall be accompanied by, to the extent available, related income
and expense
statements, rent rolls, occupancy status and property inspections,
and shall
include any existing Appraisal of the related Mortgage Loan or
Mortgaged
Property). The Special Servicer shall promptly furnish any party
required to
make Servicing Advances hereunder with any information in its
possession
regarding the Specially Serviced Mortgage Loans and REO Properties
as such party
required to make Servicing Advances may reasonably request for
purposes of
making recoverability determinations. The Trustee shall be entitled
to
conclusively rely on the applicable Master Servicer's determination
that a
Servicing Advance is or would be nonrecoverable and shall
conclusively rely on
and be bound by any determination of the Special Servicer that a
Servicing
Advance is or would be nonrecoverable, and the applicable Master
Servicer shall
conclusively rely on and be bound by the Special Servicer's
determination that a
Servicing Advance is or would be nonrecoverable. If the Special
Servicer makes a
determination that only a portion, and not all, of any previously
made or
proposed Servicing Advance is a Nonrecoverable Servicing Advance,
the applicable
Master Servicer shall have the right to make its own subsequent
determination
that any remaining portion of any such previously made or proposed
Servicing
Advance is a Nonrecoverable Servicing Advance. In the case of a
cross
collateralized Mortgage Loan, such recoverability determination
shall take into
account the cross collateralization of the related cross
collateralized Mortgage
Loan. The determination as to the recoverability of any servicing
advance
previously made or proposed to be made in respect of the RREEF
Portfolio Whole
Loan shall be made by the RREEF Portfolio Master Servicer, the
RREEF Portfolio
Special Servicer or the RREEF Portfolio Trustee, as the case may
be, pursuant to
the RREEF Portfolio Pooling Agreement.
"Notional Amount": In the case of the Class X Certificates, the
Class X Notional Amount. In the case of each Component, the amount
set forth in
the applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class A-3A,
Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class
X, Class A-M,
Class A-J, Class B, Class C and Class D Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer of the applicable Master Servicer or the Special Servicer,
as the case
may be, or a Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, the
applicable Master
Servicer or the Special Servicer, acceptable in form and delivered
to the
Trustee, except that any opinion of counsel relating to (a) the
qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance
with the
REMIC Provisions, (c) qualification of the Grantor Trust as a
grantor trust
under subpart E, Part I of subchapter J of the Code for federal
income tax
purposes or (d) the resignation of the applicable Master Servicer,
the Special
Servicer or the Depositor pursuant to Section 6.04, must be an
opinion of
counsel who is in fact Independent of the Depositor, the applicable
Master
Servicer or the Special Servicer, as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the Residual
Certificates)
and the Class A-3FL Regular Interest, the initial aggregate
principal amount
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"Original Lower-Tier Principal Amount": With respect to any
Class
of Uncertificated Lower-Tier Interest, the initial principal amount
thereof as
of the Closing Date, in each case as specified in the Preliminary
Statement.
"Original Notional Amount": With respect to the Class X
Notional
Amount, the initial Notional Amount thereof as of the Closing Date,
as specified
in the Preliminary Statement.
"Other Pooling and Servicing Agreement": Any pooling and
servicing
agreement or other agreement that creates a trust fund whose assets
include the
Park La Brea Pari Passu Companion Loan, the Gas Company Tower Pari
Passu
Companion Loan or any Tysons Galleria Pari Passu Companion
Loan.
"Other Securitization": As defined in Section 11.06.
"Other Servicer": Any servicer under an Other Pooling and
Servicing Agreement or other agreement related thereto.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any
advance
made by the applicable Master Servicer or the Trustee, as
applicable, pursuant
to Section 4.03 or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the close of business on the related Determination Date.
"Park La Brea Pari Passu Companion Loan": With respect to the
Park
La Brea Whole Loan, the related promissory note made by the related
Mortgagor
and secured by the Mortgage on the Park La Brea Mortgaged Property
and
designated as promissory note A2, which is not included in the
Trust, which is
pari passu in right of payment to the Park La Brea Mortgage Loan
and which may
be split into two pari passu notes to the extent set forth in the
related
Mortgage Loan documents and as provided in the Park La Brea
Intercreditor
Agreement. References herein to the Park La Brea Pari Passu
Companion Loan and
related terms shall be construed to refer to one or more notes into
which the
Park La Brea Pari Passu Companion Loan may be split.
"Park La Brea Pari Passu Companion Loan Holder": The holder of
the
Park La Brea Pari Passu Companion Loan.
"Park La Brea Companion Loan Securities": Any class of
securities
backed, wholly or partially, by the Park La Brea Pari Passu
Companion Loan.
"Park La Brea Intercreditor Agreement": The Intercreditor
Agreement, by and among the holders of the Park La Brea Notes,
relating to the
relative rights of such holders of the Park La Brea Whole Loan, as
the same may
be further amended in accordance with the terms thereof.
"Park La Brea Mortgage Loan": With respect to the Park La Brea
Whole Loan, the Mortgage Loan that is included in the Trust
(identified as
Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is
designated as
promissory note A1 and is pari passu in right of payment with the
Park La Brea
Pari Passu Companion Loan to the extent set forth in the Park La
Brea Whole Loan
and as provided in the Park La Brea Intercreditor Agreement.
"Park La Brea Mortgaged Property": The Mortgaged Property that
secures the Park La Brea Whole Loan.
"Park La Brea Notes": The Park La Brea Mortgage Loan and the
Park
La Brea Pari Passu Companion Loan.
"Park La Brea Remittance Date": One Business Day following the
date on which the Master Servicer receives funds from the related
Mortgagor.
"Park La Brea Whole Loan": The Park La Brea Mortgage Loan,
together with the Park La Brea Pari Passu Companion Loan, each of
which is
secured by the same Mortgage on the Park La Brea Mortgaged
Property. References
herein to the Park La Brea Whole Loan shall be construed to refer
to the
aggregate indebtedness under the Park La Brea Notes.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate,
the
Class A-2 Pass-Through Rate, the Class A-3A Pass-Through Rate, the
Class A-3FL
Pass-Through Rate, the Class A-3FL Regular Interest Pass-Through
Rate, the Class
A-3B Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class
A-SB
Pass-Through Rate, the Class A-1A Pass-Through Rate, the Class A-M
Pass-Through
Rate, the Class A-J Pass-Through Rate, the Class B Pass-Through
Rate, the Class
C Pass-Through Rate, the Class D Pass-Through Rate, the Class E
Pass-Through
Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate,
the Class H
Pass-Through Rate, the Class J Pass-Through Rate, the Class K
Pass-Through Rate,
the Class L Pass-Through Rate, the Class M Pass-Through Rate, the
Class N
Pass-Through Rate, the Class P Pass-Through Rate, the Class NR
Pass-Through Rate
or the Class X Pass-Through Rate.
"PCAOB": The Public
Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts
actually
collected thereon (or, in the case of a Companion Loan (or
successor REO Loan
thereto), actually collected on such Companion Loan and allocated
and paid on
such Companion Loan (or successor REO Loan) in accordance with the
related
Intercreditor Agreement) that represent late payment charges or
Default
Interest, other than a Yield Maintenance Charge, and other than any
Excess
Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest is equal to the Denomination of such Certificate divided
by the
Original Certificate Balance or Original Notional Amount, as
applicable, of such
Class of Certificates as of the Closing Date. With respect to a
Class S
Certificate or a Residual Certificate, the percentage interest is
set forth on
the face thereof.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee,
if otherwise qualifying hereunder), regardless whether issued by
the Depositor,
the applicable Master Servicer, the Special Servicer, the Trustee
or any of
their respective Affiliates and having the required ratings, if
any, provided
for in this definition and which shall not be subject to
liquidation prior to
maturity:
(i) direct obligations of, and obligations fully guaranteed
as to timely payment of principal and interest by, the United
States of America, Fannie Mae, Freddie Mac or any agency or
instrumentality of the United States of America, the
obligations
of which are backed by the full faith and credit of the United
States of America that mature in one (1) year or less from the
date of acquisition; provided that any obligation of, or
guarantee
by, Fannie Mae or Freddie Mac, other than an unsecured senior
debt
obligation of Fannie Mae or Freddie Mac, shall be a Permitted
Investment only if such investment would not result in the
downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Class of
Certificates
(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) as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in one (1) year or less after
the
date of issuance and are issued or held by any depository
institution or trust company (including the Trustee)
incorporated
or organized under the laws of the United States of America or
any
State thereof and subject to supervision and examination by
federal or state banking authorities, so long as the commercial
paper or other short- term debt obligations of such depository
institution or trust company are rated in the highest rating
categories of each Rating Agency or such lower rating as would
not
result in the downgrading, withdrawal or qualification of the
then
current rating assigned by each Rating Agency to any Class of
Certificates (or insofar as there is then outstanding any class
of
Companion Loan Securities that is then rated by such Rating
Agency, such class of securities) as evidenced in writing;
(iii) repurchase agreements or obligations with respect to
any security described in clause (i) above where such security
has
a remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of
the United States of America or any state thereof which mature
in
one (1) year or less from the date of acquisition, which debt
obligations are rated in the highest rating categories of each
Rating Agency or such other rating as would not result in the
downgrading, withdrawal or qualification of the then current
rating assigned by each Rating Agency to any Class of
Certificates
(or insofar as there is then outstanding any class of Companion
Loan Securities that is then rated by such Rating Agency, such
class of securities) as evidenced in writing; provided,
however,
that securities issued by any particular corporation will not
be
Permitted Investments to the extent that investment therein
will
cause the then outstanding principal amount of securities
issued
by such corporation and held in the accounts established
hereunder
to exceed 10% of the sum of the aggregate principal balance and
the aggregate principal amount of all Permitted Investments in
such accounts;
(v) commercial paper (including both non interest bearing
discount obligations and interest bearing obligations) of any
corporation or other entity organized under the laws of the
United
States or any state thereof payable on demand or on a specified
date maturing in one (1) year or less from the date of
acquisition
thereof and which is rated in the highest rating category of
each
Rating Agency or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then
assigned by each Rating Agency to any Class of Certificates (or
insofar as there is then outstanding any class of Companion
Loan
Securities that is then rated by such Rating Agency, such class
of
securities) as evidenced in writing;
(vi) money market funds, rated in the highest rating
categories of each Rating Agency; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which
each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then current rating assigned by such Rating Agency to any Class
of
Certificates (or insofar as there is then outstanding any class
of
Companion Loan Securities that is then rated by such Rating
Agency, such class of securities) as evidenced in writing and
(b)
which qualifies as a "cash flow investment" pursuant to Section
860G(a)(6) of the Code;
provided, however, that in each case if the investment is rated by
S&P, (a) it
shall not have an "r" highlighter affixed to its rating from
S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change and (c) any such investment that provides for a variable
rate of
interest must have an interest rate that is tied to a single
interest rate index
plus a fixed spread, if any, and move proportionately with such
index; and
provided further, however, that no such instrument shall be a
Permitted
Investment (a) if such instrument evidences principal and interest
payments
derived from obligations underlying such instrument and the
interest payments
with respect to such instrument provide a yield to maturity at the
time of
acquisition of greater than 120% of the yield to maturity at par of
such
underlying obligations or (b) if such instrument may be redeemed at
a price
below the purchase price; and provided, further, however, that no
amount
beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC
(even if not
yet deposited in the Trust) may be invested in investments (other
than money
market funds) treated as equity interests for federal income tax
purposes,
unless the applicable Master Servicer receives an Opinion of
Counsel, at its own
expense, to the effect that such investment will not adversely
affect the status
of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted
Investments that are
subject to prepayment or call may not be purchased at a price in
excess of par.
"Permitted Transferee": Any Person or agent thereof who is a
Qualified Institutional Buyer other than a Disqualified
Organization, an ERISA
Prohibited Holder or a Non-U.S. 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": As defined in Section 5.02(c).
"PNC Bank": PNC Bank, National Association and its successors
in
interest and assigns.
"Prepayment Assumption": A "constant prepayment rate" of 0%
used
for determining the accrual of original issue discount and market
discount, if
any, and the amortization premium, if any, on the Certificates for
federal
income tax purposes; provided it is assumed that each Mortgage Loan
with an
Anticipated Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the
following
Determination Date, the amount of interest (net of the related
Servicing Fees
and any Excess Interest), to the extent collected from the related
Mortgagor
(without regard to any prepayment premium or Yield Maintenance
Charge actually
collected), that would have accrued at a rate per annum equal to
the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the
Trustee Fee
Rate, on the amount of such prepayment from and after such Due Date
and ending
on the date of such prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and
with respect to any Mortgage Loan that was subject to a Principal
Prepayment in
full or in part during the related Due Period, which Principal
Prepayment was
applied to such Mortgage Loan after the related Determination Date
(or, with
respect to each Mortgage Loan with a Due Date occurring after the
related
Determination Date, the related Due Date) and prior to the
following Due Date,
the amount of interest, to the extent not collected from the
related Mortgagor
(without regard to any prepayment premium or Yield Maintenance
Charge actually
collected), that would have accrued at a rate per annum equal to
the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the
Trustee Fee
Rate, on the amount of such Principal Prepayment during the period
commencing on
the date as of which such Principal Prepayment was applied to such
Mortgage Loan
and ending on such Due Date.
"Primary Collateral": With respect to any Crossed Loan, that
portion of the Mortgaged Property designated as directly securing
such Crossed
Loan and excluding any Mortgaged Property as to which the related
lien may only
be foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
"Primary Servicing Fee": The monthly fee payable by the
applicable
Master Servicer from the Servicing Fee to each Initial
Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the
Sub-Servicing
Agreement with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of the New York City edition of The Wall Street Journal
(or, if such
section or publication is no longer available, such other
comparable publication
as determined by the Trustee in its reasonable discretion) as may
be in effect
from time to time, or, if the "Prime Rate" no longer exists, such
other
comparable rate (as determined by the Trustee in its reasonable
discretion) as
may be in effect from time to time.
"Principal Distribution Amount": With respect to any
Distribution
Date and any Class of Regular Certificates and the Class A-3FL
Regular Interest,
an amount equal to the sum of (a) the Principal Shortfall for such
Distribution
Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date
and (c) the Unscheduled Principal Distribution Amount for such
Distribution
Date; provided, that the Principal Distribution Amount for any
Distribution Date
shall be reduced by the amount of any reimbursements of (i)
Nonrecoverable
Advances plus interest on such Nonrecoverable Advances that are
paid or
reimbursed from principal collections on the Mortgage Loans in a
period during
which such principal collections would have otherwise been included
in the
Principal Distribution Amount for such Distribution Date and
(ii)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed
from
principal collections on the Mortgage Loans in a period during
which such
principal collections would have otherwise been included in the
Principal
Distribution Amount for such Distribution Date (provided, that, in
the case of
clause (i) and (ii) above, if any of the amounts that were
reimbursed from
principal collections on the Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will increase the Principal
Distribution
Amount for the Distribution Date related to the period in which
such recovery
occurs).
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing
scheduled interest due on any date or dates in any month or months
subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the
initial
Distribution Date with respect to the Mortgage Loans, the amount,
if any, by
which (a) the related Principal Distribution Amount for the
preceding
Distribution Date, exceeds (b) the aggregate amount distributed in
respect of
principal on the Class A (other than the Class A-3FL Certificates),
Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates and the
Class A-3FL Regular Interest for such preceding Distribution Date
pursuant to
Section 4.01(a) on such preceding Distribution Date. The Principal
Shortfall for
the initial Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of
each Class of Certificates, each Underwriter, the Initial
Purchaser, each
Mortgage Loan Seller and certain financial market publishers (which
initially
shall be Bloomberg, L.P., Trepp, LLC and Intex Solutions LLC), any
Companion
Holder, each party to this Agreement, the Swap Counterparty, the
Directing
Certificateholder, any designee of the Depositor and any other
Person who shall
have provided the Trustee with a certificate, using the form
attached hereto as
Exhibit U, which form is available from the Trustee, certifying
that such Person
is a Certificateholder, a beneficial owner or a prospective
purchaser of a
Certificate.
"Prospectus": The Prospectus dated September 12, 2006, as
supplemented by the Prospectus Supplement dated September 22, 2006,
relating to
the offering of the Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18 (a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO
Loan)
to be purchased by a Mortgage Loan Seller pursuant to Section 6 of
the related
Mortgage Loan Purchase Agreement, by the Majority Controlling
Class
Certificateholder, the Special Servicer or the applicable Master
Servicer
pursuant to Section 3.18(b), by the applicable Master Servicer, the
Special
Servicer, the Holders of the Controlling Class or the Holders of
the Class LR
Certificates pursuant to Section 9.01 or to be otherwise sold
pursuant to
Section 3.18(d), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan
(or related REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan
(or the related REO Loan) at the related Mortgage Rate in
effect
from time to time (exclusive of Default and Excess Interest) to
but not including the Due Date immediately preceding the
Determination Date for the related Distribution Date as to
which
such Purchase Price is included in the Available Distribution
Amount; plus
(iii) all related Servicing Advances that are unreimbursed
out of collections from the Mortgage Loan and accrued and
unpaid
interest on related Advances at the Reimbursement Rate, and any
Special Servicing Fees whether paid or then owing allocable to
such Mortgage Loan and all additional Trust Fund expenses in
respect of such Mortgage Loan; plus
(iv) if such Mortgage Loan (or REO Loan) is being purchased
by a Mortgage Loan Seller pursuant to Section 6 of the
applicable
Mortgage Loan Purchase Agreement, to the extent not otherwise
included pursuant to clause (iii), all reasonable out-of-pocket
expenses reasonably incurred or to be incurred by the
applicable
Master Servicer, the Special Servicer, the Depositor and the
Trustee in respect of the Breach or Defect giving rise to the
repurchase obligation, including any expenses arising out of
the
enforcement of the repurchase obligation, including, without
limitation, all legal fees and expenses relating to the
enforcement of such repurchase obligations; plus
(v) Liquidation Fees, if any, payable with respect to such
Mortgage Loan.
With respect to any REO Property to be sold pursuant to Section
3.18(c),
"Purchase Price" shall mean the amount calculated in accordance
with the
preceding sentence in respect of the related REO Loan. With respect
to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that
relates to a
Serviced Whole Loan, the term "REO Loan" shall mean the REO Loan
with respect to
both the related Mortgage Loan and the related Companion
Loan(s).
Notwithstanding the foregoing, with respect to the Tysons Galleria
Whole Loan,
the "Purchase Price" to be paid by the holder of the Tysons
Galleria B Note
shall be the "Defaulted Mortgage Loan Purchase Price" specified in
the related
Intercreditor Agreement.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A "qualified institutional
buyer"
as defined in Rule 144A under the Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO
Loan or REO Property, an insurance company or security or bonding
company
qualified to write the related Insurance Policy in the relevant
jurisdiction
with (x) an insurance financial strength rating of at least "A3" by
Moody's and
(y) a minimum claims paying ability rating of at least "A-" by
S&P (or, if not
rated by one of such Rating Agencies, then at least "A-" by two
other nationally
recognized statistical rating organizations (which may include the
other Rating
Agencies)) and (ii) with respect to the fidelity bond and errors
and omissions
Insurance Policy required to be maintained pursuant to Section
3.07(c), except
as set forth in Section 3.07(c), an insurance company that has an
insurance
financial strength rating (in the case of ratings by Moody's) or a
claims paying
ability (in the case of ratings by S&P) rated no lower than two
ratings below
the rating assigned to the then highest rated outstanding
Certificate, but in no
event lower than "A3" by Moody's and "A-" by S&P (or, if not
rated by one of
such Rating Agencies, then at least "A" by two other nationally
recognized
statistical rating organizations (which may include the other
Rating Agencies))
or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency
shall have confirmed in writing will not cause such Rating Agency
to downgrade,
qualify or withdraw the then current rating assigned by such Rating
Agency to
any Class of Certificates (or insofar as there is then outstanding
any class of
Companion Loan Securities that is then rated by such Rating Agency,
such class
of securities) as evidenced in writing; provided, however, that an
insurance
carrier shall be deemed to have the applicable financial strength
or
claims-paying ability ratings set forth above if the obligations of
such
insurance carrier under the related insurance policy are guaranteed
or backed in
writing by an entity that has long-term unsecured debt obligations
that are
rated not lower than the ratings set forth above or claims-paying
ability
ratings that are not lower than the ratings set forth above.
"Qualified Substitute Mortgage Loan": A mortgage loan which
must,
on the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, whether or not received, not in
excess of
the Stated Principal Balance of the deleted Mortgage Loan as of the
Due Date in
the calendar month during which the substitution occurs; (ii) have
a Mortgage
Rate not less than the Mortgage Rate of the deleted Mortgage Loan;
(iii) have
the same Due Date as and grace period no longer than that of the
deleted
Mortgage Loan; (iv) accrue interest on the same basis as the
deleted Mortgage
Loan (for example, on the basis of a 360-day year consisting of
twelve 30-day
months); (v) have a remaining term to stated maturity not greater
than, and not
more than two years less than, the remaining term to stated
maturity of the
deleted Mortgage Loan; (vi) have a then current loan-to-value ratio
not higher
than that of the deleted Mortgage Loan as of the Closing Date and a
current
loan-to-value ratio not higher than the then current loan-to-value
ratio of the
deleted Mortgage Loan, in each case using the "value" as determined
using an MAI
appraisal; (vii) comply (except in a manner that would not be
adverse to the
interests of the Certificateholders) as of the date of substitution
with all of
the representations and warranties set forth in the applicable
Mortgage Loan
Purchase Agreement; (viii) have an environmental report that
indicates no
material adverse environmental conditions with respect to the
related Mortgaged
Property and which will be delivered as a part of the related
Servicing File;
(ix) have a then current debt service coverage ratio of not less
than the
original debt service coverage ratio of the deleted Mortgage Loan
as of the
Closing Date and a current debt service coverage ratio of not less
than the
current debt service coverage ratio of the deleted Mortgage Loan;
(x) constitute
a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the
applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or
an
amortization schedule after the date two years prior to the Rated
Final
Distribution Date; (xii) have comparable prepayment restrictions to
those of the
deleted Mortgage Loan; (xiii) not be substituted for a deleted
Mortgage Loan
unless the Trustee has received prior confirmation in writing by
each Rating
Agency that such substitution will not result in the withdrawal,
downgrade, or
qualification of the rating assigned by the Rating Agency to any
Class of
Certificates then rated by the Rating Agency (the cost, if any, of
obtaining
such confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have
been approved by the Directing Certificateholder; (xv) prohibit
defeasance
within two years of the Closing Date; (xvi) not be substituted for
a deleted
Mortgage Loan if it would result in the termination of the REMIC
status of
either of the REMICs established under this Agreement or the
imposition of tax
on either of such REMICs other than a tax on income expressly
permitted or
contemplated to be imposed by the terms of this Agreement, as
determined by an
Opinion of Counsel; (xvii) have an engineering report with respect
to the
related Mortgaged Property that will be delivered as a part of the
related
Servicing File, and (xviii) be current in the payment of all
scheduled payments
of principal and interest then due. In the event that more than one
mortgage
loan is substituted for a deleted Mortgage Loan, then the amounts
described in
clause (i) shall be determined on the basis of aggregate Stated
Principal
Balances and each such proposed Qualified Substitute Mortgage Loan
shall
individually satisfy each of the requirements specified in (ii)
through (xviii)
and the rates described in clause (ii) above and the remaining term
to stated
maturity referred to in clause (v) above shall be determined on a
weighted
average basis, provided that no individual Mortgage Rate (net of
the Servicing
Fee Rate and the Trustee Fee Rate) shall be lower than the highest
fixed
Pass-Through Rate (and not subject to a cap equal to the Weighted
Average Net
Mortgage Rate) of any class of Regular Certificates (other than the
Class A-3FL
Certificates) or the Class A-3FL Regular Interest having a
principal balance
then outstanding. When a Qualified Substitute Mortgage Loan is
substituted for a
deleted Mortgage Loan, (i) the applicable Mortgage Loan Seller
shall certify
that the Mortgage Loan meets all of the requirements of the above
definition and
shall send such certification to the Trustee and the Directing
Certificateholder
and (ii) such Qualified Substitute Mortgage Loan shall become part
of the same
Loan Group as the deleted Mortgage Loan.
"Rated Final Distribution Date": As to each Class of
Certificates,
May 15, 2045.
"Rating Agency": Each of Moody's and S&P, or their successors
in
interest, and, if applicable, any rating agency rating the
Companion Loan
Securities. If neither such rating agency nor any successor remains
in
existence, "Rating Agency" shall be deemed to refer to such
nationally
recognized statistical rating agency or other comparable Person
designated by
the Depositor, notice of which designation shall be given to the
Trustee, the
Special Servicer and the Master Servicers, and specific ratings of
Moody's and
S&P herein referenced shall be deemed to refer to the
equivalent ratings of the
party so designated.
"Rating Agency Trigger Event": The reduction of the Swap
Counterparty's long-term ratings below "A3" or "A-" by Moody's or
S&P,
respectively.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, Class A-M, Class
A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K,
Class L, Class M, Class N, Class P, Class NR and Class X
Certificates.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (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 AB Servicing Officer": Any officer or employee of
the
applicable Master Servicer or the Special Servicer, as applicable,
involved in,
or responsible for, the administration and servicing of the
Mortgage Loans or
Companion Loans, or this Agreement and also, with respect to a
particular
matter, any other officer to whom such matter is referred because
of such
officer's or employee's knowledge of and familiarity with the
particular
subject, and, in the case of any certification required to be
signed by a
Servicing Officer, such an officer or employee whose name and
specimen signature
appears on a list of servicing officers furnished to the Trustee by
such Master
Servicer or the Special Servicer, as applicable, as such list may
from time to
time be amended.
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Book-Entry Certificates": The Regular
Certificates
sold in offshore transactions in reliance on Regulation S and
represented by one
or more Book-Entry Certificates deposited with the Trustee as
custodian for the
Depository.
"Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires
such Certificate
pursuant to Regulation S.
"Regulation S Transfer Certificate": A certificate
substantially
in the form of Exhibit I-1 or Exhibit I-2 hereto, as
applicable.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum
shall equal
the Prime Rate.
"Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For
each of the
following Classes of Certificates or the Class A-3FL Regular
Interest, as
applicable, the related Class of Uncertificated Lower-Tier
Interests and the
related Components of Class X Certificates; for the following
Components of the
Class X Certificates, the related Class of Uncertificated
Lower-Tier Interests
and the related Class of Certificates or the Class A-3FL Regular
Interest, as
applicable, set forth below; and for the following Classes of
Uncertificated
Lower-Tier Interests, the related Components of the Class X
Certificates and the
related Class of Certificates or the Class A-3FL Regular Interest,
as
applicable, set forth below:
<TABLE>
<CAPTION>
Related Uncertificated
Related Components of
Related
Certificate
Lower-Tier Interest
Class X Certificates
---------------------------
-----------------------------------
---------------------
<S>
<C>
<C>
Class A-1 Certificate
Class LA-1 Uncertificated Interest
XA-1
Class A-1A Certificate
Class LA-1A Uncertificated Interest
XA-1A
Class A-2 Certificate
Class LA-2 Uncertificated Interest
XA-2
Class A-3A Certificate
Class LA-3A Uncertificated Interest
XA-3A
Class A-3FL Regular Interest Class LA-3FL
Uncertificated Interest
XA-3FL
Class A-3B Certificate
Class LA-3B Uncertificated Interest
XA-3B
Class A-4 Certificate
Class LA-4 Uncertificated Interest
XA-4
Class A-SB Certificate
Class LA-SB Uncertificated Interest
XA-SB
Class A-M Certificate
Class LA-M Uncertificated Interest
XA-M
Class A-J Certificate
Class LA-J Uncertificated Interest
XA-J
Class B Certificate
Class LB Uncertificated Interest
XB
Class C Certificate
Class LC Uncertificated Interest
XC
Class D Certificate
Class LD Uncertificated Interest
XD
Class E Certificate
Class LE Uncertificated Interest
XE
Class F Certificate
Class LF Uncertificated Interest
XF
Class G Certificate
Class LG Uncertificated Interest
XG
Class H Certificate
Class LH Uncertificated Interest
XH
Class J Certificate
Class LJ Uncertificated Interest
XJ
Class K Certificate
Class LK Uncertificated Interest
XK
Class L Certificate
Class LL Uncertificated Interest
XL
Class M Certificate
Class LM Uncertificated Interest
XM
Class N Certificate
Class LN Uncertificated Interest
XN
Class P Certificate
Class LP
Uncertificated Interest
XP
Class NR Certificate
Class LNR Uncertificated Interest
XNR
</TABLE>
"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code (or any successor thereto).
"REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 10.04.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and temporary and final Treasury regulations (or
proposed
regulations that would apply by reason of their proposed effective
date to the
extent not inconsistent with temporary or final regulations) and
any rulings
promulgated thereunder, as the foregoing may be in effect from time
to time.
"Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the
Code.
"REO Account": A segregated custodial account or accounts
created
and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled "J.E.
Robert Company, Inc., or the applicable successor Special Servicer,
as Special
Servicer, for the benefit of LaSalle Bank National Association, as
trustee, in
trust for registered Holders of J.P. Morgan Chase Commercial
Mortgage Securities
Trust 2006-LDP8 Commercial Mortgage Pass-Through Certificates,
Series 2006-LDP8,
REO Account." Any such account or accounts shall be an Eligible
Account.
"REO Acquisition": The acquisition for federal income tax
purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO
Property pursuant to Section 3.18.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan or Companion Loan deemed for
purposes hereof to be outstanding with respect to each REO
Property. Each REO
Loan shall be deemed to be outstanding for so long as the related
REO Property
(other than REO Property with respect to the RREEF Portfolio
Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled
Payments on
each Due Date therefor, and otherwise has the same terms and
conditions as its
predecessor Mortgage Loan or Companion Loan, including, without
limitation, with
respect to the calculation of the Mortgage Rate in effect from time
to time
(such terms and conditions to be applied without regard to the
default on such
predecessor Mortgage Loan or Companion Loan). Each REO Loan shall
be deemed to
have an initial outstanding principal balance and Stated Principal
Balance equal
to the outstanding principal balance and Stated Principal Balance,
respectively,
of its predecessor Mortgage Loan or Companion Loan as of the date
of the related
REO Acquisition. All amounts due and owing in respect of the
predecessor
Mortgage Loan or Companion Loan as of the date of the related REO
Acquisition,
including, without limitation, accrued and unpaid interest, shall
continue to be
due and owing in respect of a REO Loan. All amounts payable or
reimbursable to
the applicable Master Servicer, the Special Servicer or the
Trustee, as
applicable, in respect of the predecessor Mortgage Loan or
Companion Loan as of
the date of the related REO Acquisition, including, without
limitation, any
unpaid Special Servicing Fees and Servicing Fees and any
unreimbursed Advances,
additional Trust Fund expenses, together with any interest accrued
and payable
to the applicable Master Servicer or the Trustee, as applicable, in
respect of
such Advances in accordance with Section 3.03(d) or Section
4.03(d), shall
continue to be payable or reimbursable to the applicable Master
Servicer or the
Trustee, as applicable, in respect of an REO Loan. In addition,
Unliquidated
Advances and Nonrecoverable Advances with respect to such REO Loan,
in each
case, that were paid from collections on the Mortgage Loans and
resulted in
principal distributed to the Certificateholders being reduced as a
result of the
first proviso in the definition of "Principal Distribution Amount",
"Loan Group
1 Principal Distribution Amount" or "Loan Group 2 Principal
Distribution Amount"
shall be deemed outstanding until recovered. Collections in respect
of each REO
Loan (exclusive of the amounts to be applied to the payment of, or
to be
reimbursed to the applicable Master Servicer or the Special
Servicer for the
payment of unreimbursed Advances and interest thereon and the costs
of
operating, managing, selling, leasing and maintaining the related
REO Property)
shall be treated: first, as a recovery of accrued and unpaid
interest on such
REO Loan at the related Mortgage Rate in effect from time to time
to, but not
including, the Due Date in the Due Period of receipt (exclusive of
any portion
that constitutes Excess Interest); second, as a recovery of
Unliquidated
Advances with respect to such REO Loan; third, as a recovery of
principal of
such REO Loan to the extent of its entire unpaid principal balance;
fourth, as a
recovery of Nonrecoverable Advances with respect to such REO Loan;
and fifth, in
accordance with the Servicing Standards of the applicable Master
Servicer, as a
recovery of any other amounts due and owing in respect of such REO
Loan,
including, without limitation, (i) Penalty Charges, (ii) Yield
Maintenance
Charges and (iii) Excess Interest and other amounts, in that order;
provided
that if the RREEF Portfolio Mortgage Loan and the RREEF Portfolio
Companion
Notes comprising the RREEF Portfolio Whole Loan become REO Loans,
the treatment
of the foregoing amounts with respect to the RREEF Portfolio Whole
Loan shall be
subject to the terms of the RREEF Portfolio Intercreditor Agreement
and the
RREEF Portfolio Pooling Agreement and provided, further that if any
Serviced
Mortgage Loan and the related Companion Loan(s) comprising the
related Serviced
Whole Loan become REO Loans, the treatment of the foregoing amounts
with respect
to such Serviced Whole Loan shall be subject to the terms of the
applicable
Intercreditor Agreement and this Agreement.
"REO Loan Accrual Period": With respect to any REO Loan and any
Due Date therefor, the one-month period immediately preceding such
Due Date.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee or a nominee
thereof for
the benefit of the Certificateholders (and the related Companion
Holder, subject
to the related Intercreditor Agreement with respect to a Mortgaged
Property
securing a Serviced Whole Loan) and the Trustee (as holder of the
Class A-3FL
Regular Interest and the Uncertificated Lower-Tier Interests) (and
also
including, if applicable, the Trust Fund's beneficial interest in
the RREEF
Portfolio Mortgaged Property acquired by the RREEF Portfolio
Special Servicer on
behalf of, and in the name of, the RREEF Portfolio Trustee or a
nominee thereof
for the benefit of the certificateholders under the RREEF Portfolio
Trust)
through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in
accordance with applicable law in connection with the default or
imminent
default of a Mortgage Loan. References herein to the Special
Servicer acquiring,
maintaining, managing, inspecting, insuring, selling or reporting
or to
Appraisal Reductions and Final Recovery Determinations with respect
to an "REO
Property", shall not include the Trust Fund's beneficial interest
in the RREEF
Portfolio Mortgaged Property. For the avoidance of doubt, REO
Property, to the
extent allocable to a Companion Loan, shall not be an asset of the
Trust Fund,
the Lower-Tier REMIC or the Upper-Tier REMIC.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property (other than the
RREEF
Portfolio Mortgaged Property).
"Reportable Event": As defined in Section 11.07.
"Reporting
Servicer": Each Master Servicer, the Special Servicer,
the Trustee or a Servicing Function Participant engaged by any such
party, as
the case may be.
"Request for Release": A release signed by a Servicing Officer
of
the applicable Master Servicer or the Special Servicer, as
applicable, in the
form of Exhibit E attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to each of the
initial Trustee, any Vice President, Assistant Vice-President,
Assistant
Secretary or corporate trust officer in the corporate trust
department of the
Trustee, and with respect to any successor Trustee, any officer or
assistant
officer in the corporate trust department of the successor Trustee
or any other
officer of the successor 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.
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which Certificates are
first
offered to Persons other than the Initial Purchasers and any other
distributor
(as such term is defined in Regulation S) of the Certificates and
(b) the
Closing Date.
"Revised Rate": With respect to those Mortgage Loans on the
Mortgage Loan Schedule indicated as having a revised rate, the
increased
interest rate after the Anticipated Repayment Date (in the absence
of a default)
for each applicable Mortgage Loan, as calculated and as set forth
in the related
Mortgage Loan.
"RREEF Portfolio A1 Note": With respect to the RREEF Portfolio
Whole Loan, the related promissory note made by the related
Mortgagor and
secured by the Mortgage on the RREEF Portfolio Mortgaged Property
and designated
as promissory note A1, which is not included in the Trust and which
is pari
passu in right of payment to the RREEF Portfolio Mortgage Loan and
the RREEF
Portfolio Floating Rate A Companion Note to the extent set forth in
the related
Mortgage Loan documents and as provided in the RREEF Portfolio
Intercreditor
Agreement.
"RREEF Portfolio Companion Notes": The RREEF Portfolio Fixed
Rate
Companion Note and the RREEF Portfolio Floating Rate Companion
Notes.
"RREEF Portfolio Controlling Holder": With respect to the RREEF
Portfolio Whole Loan, the "directing holder" as defined in the
RREEF Portfolio
Pari Passu Intercreditor Agreement.
"RREEF Portfolio Event of Default": An "Event of Default" as
defined under the RREEF Portfolio Whole Loan documents.
"RREEF Portfolio Fixed Rate Companion Note": With respect to
the
RREEF Portfolio Whole Loan, the related promissory note made by the
related
Mortgagor and secured by the Mortgage on the RREEF Portfolio
Mortgaged Property,
which is not included in the Trust and which is pari passu in right
of payment
to the RREEF Portfolio Mortgage Loan, to the extent set forth in
the related
Mortgage Loan documents and as provided in the RREEF Portfolio
Intercreditor
Agreement.
"RREEF Portfolio Floating Rate A Companion Note": With respect
to
the RREEF Portfolio Whole Loan, the related promissory note made by
the related
Mortgagor and secured by the Mortgage on the RREEF Portfolio
Mortgaged Property,
which is not included in the Trust and which is pari passu in right
of payment
to the RREEF Portfolio Mortgage Loan, to the extent set forth in
the related
Mortgage Loan documents and as provided in the RREEF Portfolio
Intercreditor
Agreement.
"RREEF Portfolio Floating Rate B Companion Note": With respect
to
the RREEF Portfolio Whole Loan, the related promissory note made by
the related
Mortgagor and secured by the Mortgage on the RREEF Portfolio
Mortgaged Property,
which is not included in the Trust and which is pari passu in right
of payment
to the RREEF Portfolio Mortgage Loan, to the extent set forth in
the related
Mortgage Loan documents and as provided in the RREEF Portfolio
Intercreditor
Agreement.
"RREEF Portfolio Floating Rate Companion Notes": The RREEF
Portfolio Floating Rate A Companion Note and the RREEF Portfolio
Floating Rate B
Companion Note.
"RREEF Portfolio Intercreditor Agreement": The Intercreditor
Agreement, by and among the holders of the RREEF Portfolio Notes,
relating to
the relative rights of such holders of the RREEF Portfolio Whole
Loan, as the
same may be further amended in accordance with the terms
thereof.
"RREEF Portfolio Majority Companion Noteholders": The holders
that, from time to time, constitute the majority of the holders, by
principal
balance, of the RREEF Portfolio Mortgage Loan (the Directing
Certificateholder
will be the holder of the RREEF Portfolio Mortgage Loan for this
purpose), the
RREEF Portfolio Fixed Rate Companion Note and the RREEF Portfolio
Floating Rate
B Companion Note.
"RREEF Portfolio Master Servicer": The "Master Servicer" under
the
RREEF Portfolio Pooling Agreement, which as of the date hereof is
Capmark
Finance Inc.
"RREEF Portfolio Mortgage Loan": With respect to the RREEF
Portfolio Whole Loan, the Mortgage Loan that is included in the
Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule),
which is pari
passu in right of payment with the RREEF Portfolio Fixed Rate
Companion Note and
the RREEF Portfolio Floating Rate Companion Notes to the extent set
forth in the
related Mortgage Loan documents and as provided in the RREEF
Portfolio
Intercreditor Agreement.
"RREEF Portfolio Mortgaged Property": The Mortgaged Property
which
secures the RREEF Portfolio Whole Loan.
"RREEF Portfolio Notes": The RREEF Portfolio Mortgage Loan, the
RREEF Portfolio Fixed Rate Companion Note and the RREEF Portfolio
Floating Rate
Companion Notes.
"RREEF Portfolio Paying Agent": The "Paying Agent" under the
RREEF
Portfolio Pooling Agreement, which as of the date hereof is Wells
Fargo Bank,
N.A.
"RREEF Portfolio Pooling Agreement": The (i) pooling and
servicing
agreement dated as of September 1, 2006 among the Depositor, as
depositor,
Capmark Finance Inc., as master servicer, Midland Loan Services,
Inc., as
special servicer and Wells Fargo Bank, N.A., as trustee, as from
time to time
amended, supplemented or modified relating to the issuance of the
J.P. Morgan
Commercial Mortgage Securities Corp. Commercial Mortgage
Pass-Through
Certificates, Series 2006-CIBC16 or (ii) any successor pooling and
servicing
agreement entered into pursuant to the RREEF Portfolio
Intercreditor Agreement.
"RREEF Portfolio Remittance Date": The date that is within two
(2)
Business Days following receipt by the RREEF Portfolio Master
Servicer from the
RREEF Portfolio Whole Loan borrower of all payments received with
respect to and
allocable to the RREEF Portfolio Whole Loan.
"RREEF Portfolio Special Servicer": The "Special Servicer"
under
the RREEF Portfolio Pooling Agreement, which as of the date hereof
is Midland
Loan Services, Inc.
"RREEF Portfolio Trust": The J.P. Morgan Chase Commercial
Mortgage
Securities Trust 2006-CIBC16, which is administered pursuant to the
RREEF
Portfolio Pooling Agreement.
"RREEF Portfolio Trustee": The "Trustee" under the RREEF
Portfolio
Pooling Agreement, which as of the date hereof is Wells Fargo Bank,
N.A.
"RREEF Portfolio Whole Loan": The RREEF Portfolio Mortgage
Loan,
together with the RREEF Portfolio Companion Notes, each of which is
secured by
the same Mortgage on the RREEF Portfolio Mortgaged Property.
References herein
to the RREEF Portfolio Whole Loan shall be construed to refer to
the aggregate
indebtedness under the RREEF Portfolio Notes.
"Rule 144A": Rule 144A under the Act.
"Rule 144A Book-Entry Certificate": With respect to any Class
of
Certificates offered and sold in reliance on Rule 144A, a single,
permanent
Book-Entry Certificate, in definitive, fully registered form
without interest
coupons.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw Hill Companies, Inc., and its successors in interest. If
S&P or any
successor remains in existence, "S&P" shall be deemed to refer
to such other
nationally recognized statistical rating agency or other comparable
Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicers and the Special Servicer and specific
ratings of
S&P herein referenced shall be deemed to refer to the
equivalent ratings of the
party so designated.
"Sarbanes-Oxley Act": means the Sarbanes-Oxley Act of 2002 and
the
rules and regulations of the Commission promulgated thereunder
(including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section
11.05(a)(iv).
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of the
principal
portions of (a) all Monthly Payments (excluding Balloon Payments
and Excess
Interest) due in respect of such Mortgage Loans during or, if and
to the extent
not previously received or advanced pursuant to Section 4.03 in
respect of a
preceding Distribution Date, prior to, the related Due Period, and
all Assumed
Scheduled Payments for the related Due Period, in each case to the
extent either
(i) paid by the Mortgagor as of the Determination Date (or, with
respect to each
Mortgage Loan with a Due Date occurring or a grace period ending
after the
related Determination Date, the related Due Date or last day of
such grace
period, as applicable, to the extent received by the Master
Servicer as of the
Business Day preceding the related P&I Advance Date) (and not
previously
distributed to Certificateholders) or (ii) advanced by the
applicable Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 in
respect of
such Distribution Date, and (b) all Balloon Payments to the extent
received on
or prior to the related Determination Date (or, with respect to
each Mortgage
Loan with a Due Date occurring or a grace period ending after the
related
Determination Date, the related Due Date or last day of such grace
period, as
applicable, to the extent received by the applicable Master
Servicer as of the
Business Day preceding the related P&I Advance Date), and to
the extent not
included in clause (a) above.
"Securities Act": The Securities Act of 1933, as it may be
amended
from time to time.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in
the related
Mortgage or executed separately, creating in favor of the holder of
such
Mortgage a security interest in the personal property constituting
security for
repayment of such Mortgage Loan.
"Service(s)" or "Servicing": In accordance with Regulation AB,
the
act of servicing and administering the Mortgage 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
Item 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 securities
market.
"Serviced Mortgage Loan": Each of the Park La Brea Mortgage
Loan,
the Gas Company Tower Mortgage Loan, the Tysons Galleria Mortgage
Loan, the
Stevens Business Center Mortgage Loan, the United Plaza Mortgage
Loan and the
Donato Corporate Park Mortgage Loan.
"Serviced Pari Passu Companion Loan": Each of the Park La Brea
Pari Passu Companion Loan, the Gas Company Tower Pari Passu
Companion Loan and
the Tysons Galleria Pari Passu Companion Loan.
"Serviced Securitized Companion Loan": Each of the Park La Brea
Pari Passu Companion Loan, the Gas Company Tower Pari Passu
Companion Loan and
the Tysons Galleria Pari Passu Companion Loan, if and for so long
as each such
mortgage loan is included in a Regulation AB Companion Loan
Securitization.
"Serviced Whole Loan": Each of the Park La Brea Whole Loan, the
Gas Company Tower Whole Loan, the Tysons Galleria Whole Loan, the
Stevens
Business Center Whole Loan, the United Plaza Whole Loan and the
Donato Corporate
Park Whole Loan.
"Serviced Whole Loan Controlling Holder": With respect to each
of
the Park La Brea Whole Loan, the Gas Company Tower Whole Loan, the
Tysons
Galleria Whole Loan, the Stevens Business Center Whole Loan, the
United Plaza
Whole Loan and the Donato Corporate Park Whole Loan, the "directing
holder" as
defined in the related Intercreditor Agreement.
"Serviced Whole Loan Intercreditor Agreement": Each of the Park
La
Brea Intercreditor Agreement, the Gas Company Tower Intercreditor
Agreement, the
Tysons Galleria A Notes Intercreditor Agreement, the Tysons
Galleria AB
Intercreditor Agreement, the Stevens Business Center Intercreditor
Agreement,
the United Plaza Intercreditor Agreement and the Donato Corporate
Park
Intercreditor Agreement.
"Serviced Whole Loan Remittance Date": Each of the Park La Brea
Remittance Date, the Gas Company Tower Remittance Date, the Tysons
Galleria
Remittance Date, the Stevens Business Center Remittance Date, the
United Plaza
Remittance Date and the Donato Corporate Park Remittance Date.
"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses (including attorneys' fees and
expenses and fees
of real estate brokers) incurred by the applicable Master Servicer,
the Special
Servicer or the Trustee, as applicable, in connection with the
servicing and
administering of (a) a Mortgage Loan (other than the RREEF
Portfolio Mortgage
Loan) (and, in the case of a Serviced Whole Loan, the related
Companion Loan(s))
in respect of which a default, delinquency or other unanticipated
event has
occurred or as to which a default is reasonably foreseeable or (b)
an REO
Property, including (in the case of each of such clause (a) and
clause (b)), but
not limited to, (x) the cost of (i) compliance with the applicable
Master
Servicer's obligations set forth in Section 3.03(c), (ii) the
preservation,
restoration and protection of a Mortgaged Property, (iii) obtaining
any
Insurance and Condemnation Proceeds or any Liquidation Proceeds of
the nature
described in clauses (i)-(iv) of the definition of "Liquidation
Proceeds," (iv)
any enforcement or judicial proceedings with respect to a Mortgaged
Property,
including foreclosures and (v) the operation, leasing, management,
maintenance
and liquidation of any REO Property and (y) any amount specifically
designated
herein to be paid as a "Servicing Advance". Notwithstanding
anything to the
contrary, "Servicing Advances" shall not include allocable overhead
of the
applicable Master Servicer or the Special Servicer, such as costs
for office
space, office equipment, supplies and related expenses, employee
salaries and
related expenses and similar internal costs and expenses or costs
and expenses
incurred by any such party in connection with its purchase of a
Mortgage Loan or
REO Property.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to time
and which as
of the Closing Date are listed on Exhibit W hereto.
"Servicing Fee": With respect to each Mortgage Loan, Companion
Loan and REO Loan, the fee payable to the applicable Master
Servicer pursuant to
the first paragraph of Section 3.11(a).
"Servicing Fee Amount": With respect to the applicable Master
Servicer and any date of determination, the aggregate of the
products obtained
by multiplying, for each Mortgage Loan, (a) the Stated Principal
Balance of such
Mortgage Loan as of the end of the immediately preceding Due Period
and (b) the
difference between the Servicing Fee Rate for such Mortgage Loan
over the
servicing fee rate (if any) applicable to such Mortgage Loan as
specified in any
Sub-Servicing Agreement related to such Mortgage Loan. With respect
to each
Sub-Servicer and any date of determination, the aggregate of the
products
obtained by multiplying, for each Mortgage Loan serviced by such
Sub-Servicer,
(a) the Stated Principal Balance of such Mortgage Loan as of the
end of the
immediately preceding Due Period and (b) the servicing fee rate
specified in the
related Sub-Servicing Agreement for such Mortgage Loan.
"Servicing Fee Rate": With respect to each Mortgage Loan and
REO
Loan (and with respect to the RREEF Portfolio Mortgage Loan, solely
for the
purposes of calculating the Administrative Cost Rate under this
Agreement and
not for calculating the Servicing Fee), a rate equal to the per
annum rate set
forth on the Mortgage Loan Schedule under the heading "Servicing
Fee Rate," in
each case computed on the basis of the Stated Principal Balance of
the related
Mortgage Loan. With respect to each Companion Loan, the rate
payable to the
applicable Master Servicer with respect to the related Mortgage
Loan to the
extent not inconsistent with the related Intercreditor Agreement.
Other than for
purposes of calculating the Administrative Cost Rate under this
Agreement, the
"Servicing Fee Rate" (to be used to calculate the Servicing Fee
payable to the
Master Servicer hereunder) with respect to the RREEF Portfolio
Mortgage Loan is
0.01% per annum (and the RREEF Portfolio Master Servicer will be
entitled to a
primary servicing fee with respect to the RREEF Portfolio Mortgage
Loan based on
a rate of 0.01% per annum), and for the purposes of calculating
the
Administrative Cost Rate under this Agreement, the "Servicing Fee
Rate" with
respect to the RREEF Portfolio Mortgage Loan is 0.01% per annum.
With respect to
each Companion Loan set forth below, the per annum rate is as set
forth opposite
its name.
Companion Loan
Rate
--------------------------
-----
Gas Company Tower
0.01%
Tysons Galleria Pari Passu
0.00%(1)
Companion Loan
Tysons Galleria B Note
0.02%
Stevens Business Center
0.08%(2)
United Plaza
0.08%(2)
Donato Corporate Park
0.08%(2)
Park La Brea
0.01%(1)
-----------
(1) Subject to adjustment upon securitization in an Other
Securitization.
(2) Subject to adjustment to 0.05% upon securitization in an
Other
Securitization.
"Servicing File": Shall mean a photocopy of all items required
to
be included in the Mortgage File, together with each of the
following, to the
extent such items were actually delivered to the related Mortgage
Loan Seller
with respect to a Mortgage Loan and (to the extent that the
identified documents
existed on or before the Closing Date and the applicable reference
to Servicing
File relates to any period after the Closing Date) delivered by the
related
Mortgage Loan Seller to the applicable Master Servicer: (i) a copy
of any
engineering reports, environmental reports or property condition
reports
received by the related Mortgage Loan Seller with respect to the
related
Mortgaged Property; (ii) other than with respect to a hotel
property (except
with respect to tenanted commercial space within a hotel property),
copies of a
rent roll and, for any office, retail, industrial or warehouse
property, a copy
of all leases and estoppels and subordination and non-disturbance
agreements
delivered to the Mortgage Loan Seller; (iii) copies of related
financial
statements or operating statements; (iv) all legal opinions
(excluding
attorney-client communications between any Mortgage Loan Seller and
its counsel
that are privileged communications or constitute legal or other due
diligence
analyses), Mortgagor's Certificates and certificates of hazard
insurance and/or
hazard insurance policies or other applicable insurance policies,
if any,
delivered in connection with the closing of the Mortgage Loan; (v)
a copy of the
Appraisal for the related Mortgaged Property(ies); (vi) the
documents that were
delivered by or on behalf of the Mortgagor, which documents were
required to be
delivered in connection with the closing of such Mortgage Loan;
(vii) for any
Mortgage Loan that the related Mortgaged Property is leased to a
single tenant,
a copy of the lease; and (viii) a copy of any property management
agreement.
"Servicing Function Participant": Any Additional Servicer,
Sub-Servicer, Subcontractor or any other Person, other than any
Master Servicer,
the Special Servicer and the Trustee that is performing activities
that address
the Servicing Criteria, unless such Person's activities relate only
to 5% or
less of the Mortgage Loans by unpaid principal balance as of any
date of
determination in accordance with Article XI.
"Servicing Group": Servicing Group A or Servicing Group B, as
applicable.
"Servicing Group A": Collectively, all of the Mortgage Loans
that
are Group A Mortgage Loans and any successor REO Loans with respect
thereto.
"Servicing Group B": Collectively, all of the Mortgage Loans
that
are Group B Mortgage Loans and any successor REO Loans with respect
thereto.
"Servicing Officer": Any officer and/or employee of the
applicable
Master Servicer or the Special Servicer involved in, or responsible
for, the
administration and servicing of the Mortgage Loans (and, in the
case of any
Serviced Mortgage Loan, the related Companion Loan) whose name and
specimen
signature appear on a list of servicing officers furnished by the
applicable
Master Servicer and the Special Servicer to the Trustee and the
Depositor on the
Closing Date as such list may be amended from time to time
thereafter.
"Servicing-Released Bid": As defined in Section 7.01(c).
"Servicing-Retained Bid": As defined in Section 7.01(c).
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan
(other than the RREEF Portfolio Mortgage Loan) or Companion Loan,
the occurrence
of any of the following events:
(i) with respect to a Mortgage Loan or Companion Loan that
is not a Balloon Mortgage Loan, (a) a payment default shall
have
occurred at its original Maturity Date, or (b) if the original
Maturity Date of such Mortgage Loan or Companion Loan has been
extended, a payment default shall have occurred at such
extended
Maturity Date; or
(ii) with respect to each Mortgage Loan or Companion Loan
that is a Balloon Mortgage Loan, the Balloon Payment is
delinquent; provided that if the Mortgagor delivers to the
Special
Servicer prior to the date such Balloon Payment was due a bona
fide written refinancing commitment that provides that such
refinancing will occur within 60 days of the Balloon Payment
Due
Date and is acceptable in form and substance to the Special
Servicer, a Servicing Transfer Event will not occur until the
earlier of (x) 60 days following the Due Date of the Balloon
Payment and (y) the date on which the refinancing commitment
terminates; or
(iii) any Monthly Payment (other than a Balloon Payment) is
more than 60 days delinquent; or
(iv) the applicable Master Servicer makes a judgment, or
receives from the Special Servicer a written determination of
the
Special Servicer concurred in by the Directing
Certificateholder
that a payment default is imminent and is not likely to be
cured
by the related Mortgagor within 60 days; or
(v) 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,
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 Mortgagor; provided, that if such decree or
order is discharged or stayed within 60 days of being entered,
or
if, as to a bankruptcy, the automatic stay is lifted within 60
days of a filing for relief or the case is dismissed, upon such
discharge, stay, lifting or dismissal such Mortgage Loan or
Companion Loan shall no longer be a Specially Serviced Mortgage
Loan (and no Special Servicing Fees, Workout Fees or
Liquidation
Fees will be payable with respect thereto and any such fees
actually paid shall be reimbursed by the Special Servicer); or
(vi) the related Mortgagor shall 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 Mortgagor or of or
relating to all or substantially all of its property; or
(vii) the related Mortgagor 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
(viii) a default of which the applicable Master Servicer or
the Special Servicer, as the case may be, has notice (other than
a
failure by such Mortgagor to pay principal or interest) and
which
the applicable Master Servicer or Special Servicer (in the case
of
the Special Servicer, with Directing Certificateholder consent)
determines in its good faith reasonable judgment may materially
and adversely affect the interests of the Certificateholders or
the
holders of the related Companion Loan, if applicable, has
occurred and remained unremedied for the applicable grace
period
specified in such Mortgage Loan or Companion Loan documents,
other
than the failure to maintain terrorism insurance if such
failure
constitutes an Acceptable Insurance Default (or if no grace
period
is specified for those defaults which are capable of cure, 60
days); or
(ix) the applicable Master Servicer has received notice of
the foreclosure or proposed foreclosure of any lien on the
related
Mortgaged Property; or
(x) the applicable Master Servicer or Special Servicer (in
the case of the Special Servicer, with the consent of the
Directing Certificateholder) determines that (i) a default
(other
than as described in clause (iv) above) under the Mortgage Loan
or
Companion Loan is imminent, (ii) such default will materially
impair the value of the corresponding Mortgaged Property as
security for the Mortgage Loan and Companion Loan (if any) or
otherwise materially adversely affect the interests of
Certificateholders (and/or, with respect to any Serviced
Mortgage
Loan, the related Companion Holder), and (iii) the default will
continue unremedied for the applicable cure period under the
terms
of the Mortgage Loan or Companion Loan or, if no cure period is
specified and the default is capable of being cured, for 30
days
(provided that such 30-day grace period does not apply to a
default that gives rise to immediate acceleration without
application of a grace period under the terms of the Mortgage
Loan
or Companion Loan); provided that any determination that a
Servicing Transfer Event has occurred under this clause (x)
with
respect to any Mortgage Loan or Companion Loan solely by reason
of
the failure (or imminent failure) of the related Mortgagor to
maintain or cause to be maintained insurance coverage against
damages or losses arising from acts of terrorism may only be
made
by the Special Servicer (with the consent of the Directing
Certificateholder).
If any Companion Loan becomes a Specially Serviced Mortgage
Loan,
the related Mortgage Loan, shall also become a Specially Serviced
Mortgage Loan.
If any Mortgage Loan becomes a Specially Serviced Mortgage Loan,
any related
Companion Loan shall become a Specially Serviced Mortgage Loan. If
any Mortgage
Loan in a Crossed Group becomes a Specially Serviced Mortgage Loan,
each other
Mortgage Loan in such Crossed Group shall also become a Specially
Serviced
Mortgage Loan.
With respect to the RREEF Portfolio Mortgage Loan, the
occurrence
of a "Servicing Transfer Event" shall be as defined in the RREEF
Portfolio
Pooling Agreement.
"Similar Law": As defined in Section 5.02(c).
"Sole Certificateholder": Any Certificate Owner of a book-entry
Certificate or a Holder of a definitive Certificate holding 100% of
the Class X,
Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates
or, with respect to such Classes of Certificates an assignment of
the voting
rights thereof; provided, however, that the Certificate Balances of
the Class
A-1, Class A-2, Class A-3A, Class A-3FL, Class A-3B, Class A-4,
Class A-SB,
Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class
E, Class F,
Class G and Class H Certificates have been retired.
"SOME II": SOME II, LLC and its successors in interest and
assigns.
"Special Servicer": J.E. Robert Company, Inc., a Virginia
corporation, and its successors in interest and assigns, or any
successor
Special Servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Mortgage Loan and REO Loan (other than in the case of the RREEF
Portfolio
Mortgage Loan), the fee payable to the Special Servicer pursuant to
the first
paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan (other than in the case of
the RREEF
Portfolio Mortgage Loan), 0.25% per annum computed on the basis of
the Stated
Principal Balance of the related Mortgage Loan (including any REO
Loan) or
Companion Loan (if provided for in the related Intercreditor
Agreement) in the
same manner as interest is calculated on the Specially Serviced
Mortgage Loans;
provided, however, no Special Servicing Fee will be payable with
respect to the
Tysons Galleria B Note if such loan is a Specially Serviced
Mortgage Loan as a
result of a Servicing Transfer Event under clause (x) of the
definition thereof
that does not result in an actual (as opposed to imminent) Event of
Default.
"Specially Serviced Mortgage Loan": As defined in Section
3.01(a).
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan,
as
of any date of determination, an amount equal to (x) the Cut-off
Date Principal
Balance of such Mortgage Loan (or in the case of a Qualified
Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan after
application of
all scheduled payments of principal and interest due during or
prior to the
month of substitution, whether or not received), plus (y) any
Mortgage Deferred
Interest added to the principal balance of such Mortgage Loan on or
before the
end of the immediately preceding Due Period minus (z) the sum
of:
(i) the principal portion of each Monthly Payment due on
such Mortgage Loan after the Cut-off Date (or in the case of a
Qualified Substitute Mortgage Loan, the Due Date in the related
