MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
and
MIDLAND LOAN SERVICES, INC.
Master Servicer No. 1
and
CAPMARK FINANCE INC.
Master Servicer No. 2
and
ING CLARION PARTNERS, LLC
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
-------------------------
$ 2,425,022,033 (approximate)
ML-CFC Commercial Mortgage Trust 2006-3
Commercial Mortgage Pass-Through Certificates
Series 2006-3
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined
Terms.............................................................................................5
SECTION 1.02.
Certain Adjustments to the Principal Distributions on the
Certificates...................................87
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Trust Mortgage
Loans.......................................................................90
SECTION 2.02.
Acceptance of the Trust Fund by
Trustee..................................................................92
SECTION 2.03.
Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage
Loans for Document Defects and
Breaches of Representations and
Warranties.............................................................94
SECTION 2.04.
Representations and Warranties of
Depositor..............................................................98
SECTION 2.05.
Acceptance of REMIC I and Grantor Trusts by
Trustee......................................................99
SECTION 2.06.
Execution, Authentication and Delivery of Class R-I Certificates;
Issuance of REMIC I Regular
Interests.............................................................................................100
SECTION 2.07.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee..............................100
SECTION 2.08.
Execution, Authentication and Delivery of REMIC II
Certificates.........................................100
SECTION 2.09.
Execution, Authentication and Delivery of Class Z
Certificates..........................................100
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage
Loans....................................................................101
SECTION 3.02.
Collection of Mortgage Loan
Payments....................................................................103
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Advances; Servicing Accounts;
Reserve
Accounts......................................................................................106
SECTION 3.04.
Collection Accounts, Interest Reserve Account, Additional Interest
Account, Distribution Account,
Gain-on-Sale Reserve Account and Loan Combination Custodial
Accounts..................................112
SECTION 3.05.
Permitted Withdrawals From the Collection Accounts, the Interest
Reserve Account, the Additional
Interest Account, the Distribution Account and the Loan Combination
Custodial Accounts................118
SECTION 3.06.
Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the Collection Accounts, the
Distribution Account, the Loan Combination Custodial Accounts, the
Additional Interest Account,
the Gain-on-Sale Reserve Account and the REO
Accounts.................................................128
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage...........................130
SECTION 3.08.
Enforcement of Alienation
Clauses.......................................................................135
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required
Appraisals..........................................138
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files...........................................142
SECTION 3.11.
Servicing
Compensation..................................................................................143
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of Certain Reports...................149
SECTION 3.13.
Annual Statement as to
Compliance.......................................................................153
SECTION 3.14.
Reports on Assessment of Compliance with Servicing Criteria;
Registered Public Accounting Firm
Attestation
Reports...................................................................................155
SECTION 3.15.
Access to Certain
Information...........................................................................157
SECTION 3.16.
Title to REO Property; REO
Accounts.....................................................................161
SECTION 3.17.
Management of REO
Property..............................................................................163
SECTION 3.18.
Resolution of Defaulted Mortgage Loans and REO
Properties...............................................166
SECTION 3.19.
Additional Obligations of the Master
Servicers..........................................................172
SECTION 3.20.
Modifications, Waivers, Amendments and
Consents.........................................................173
SECTION 3.21.
Transfer of Servicing Between the Master Servicers and the Special
Servicer; Record Keeping.............180
SECTION 3.22.
Sub-Servicing
Agreements................................................................................183
SECTION 3.23.
Representations and Warranties of Each Master Servicer and the
Special Servicer.........................186
SECTION 3.24.
Sub-Servicing Agreement Representation and
Warranty.....................................................188
SECTION 3.25.
Designation of Controlling Class
Representative.........................................................188
SECTION 3.26.
Application of Default
Charges..........................................................................190
SECTION 3.27.
Controlling Class Representative Contact with
Servicer..................................................191
SECTION 3.28.
Certain Matters Regarding the Loan
Combinations.........................................................192
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions...........................................................................................195
SECTION 4.02.
Statements to
Certificateholders........................................................................208
SECTION 4.03.
P&I Advances; Reimbursement of P&I Advances and Servicing
Advances......................................213
SECTION 4.04.
Allocation of Realized Losses and Additional Trust Fund
Expenses........................................217
SECTION 4.05.
Calculations............................................................................................219
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates........................................................................................220
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates...................................................220
SECTION 5.03.
Book-Entry
Certificates.................................................................................228
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen
Certificates.......................................................229
SECTION 5.05.
Persons Deemed
Owners...................................................................................230
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of Depositor, Master Servicers and Special
Servicer...........................................231
SECTION 6.02.
Merger, Consolidation or Conversion of Depositor or Master
Servicers or Special Servicer................231
SECTION 6.03.
Limitation on Liability of the Depositor, the Master Servicers, the
Special Servicer and Others.........231
SECTION 6.04.
Resignation of Master Servicers and the Special
Servicer................................................234
SECTION 6.05.
Rights of Depositor and Trustee in Respect of Master Servicers and
the Special Servicer.................235
SECTION 6.06.
Depositor, Master Servicers and Special Servicer to Cooperate with
Trustee..............................236
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer...............................236
SECTION 6.08.
Depositor, Master Servicers and Trustee to Cooperate with Special
Servicer..............................236
SECTION 6.09.
Designation of Special Servicer by the Controlling
Class................................................236
SECTION 6.10.
Either Master Servicer or the Special Servicer as Owner of a
Certificate................................237
SECTION 6.11.
The Controlling Class
Representative....................................................................238
SECTION 6.12.
Certain Matters with Respect to the Stonestown Mall Loan
Combination....................................240
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of
Default.......................................................................................242
SECTION 7.02.
Trustee to Act; Appointment of
Successor................................................................247
SECTION 7.03.
Notification to
Certificateholders......................................................................248
SECTION 7.04.
Waiver of Events of
Default.............................................................................248
SECTION 7.05.
Additional Remedies of Trustee Upon Event of
Default....................................................248
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
SECTION 8.01.
Duties of
Trustee.......................................................................................250
SECTION 8.02.
Certain Matters Affecting
Trustee.......................................................................251
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.......253
SECTION 8.04.
Trustee and Fiscal Agent May Own
Certificates...........................................................253
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of
Trustee................................................253
SECTION 8.06.
Eligibility Requirements for
Trustee....................................................................254
SECTION 8.07.
Resignation and Removal of
Trustee......................................................................255
SECTION 8.08.
Successor
Trustee.......................................................................................256
SECTION 8.09.
Merger or Consolidation of
Trustee......................................................................256
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee...........................................................257
SECTION 8.11.
Appointment of
Custodians...............................................................................258
SECTION 8.12.
Appointment of Authenticating
Agents....................................................................258
SECTION 8.13.
Access to Certain
Information...........................................................................259
SECTION 8.14.
Appointment of REMIC
Administrators.....................................................................259
SECTION 8.15.
Representations, Warranties and Covenants of
Trustee....................................................260
SECTION 8.16.
Reports to the
Commission...............................................................................261
SECTION 8.17.
Maintenance of Mortgage
File............................................................................268
SECTION 8.18.
Appointment of Fiscal
Agent.............................................................................268
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans..................................271
SECTION 9.02.
Additional Termination
Requirements.....................................................................274
SECTION 9.03.
Non-Trust Mortgage
Loans................................................................................274
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC
Administration....................................................................................275
SECTION 10.02.
Grantor Trust
Administration............................................................................278
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment...............................................................................................281
SECTION 11.02.
Recordation of Agreement;
Counterparts..................................................................283
SECTION 11.03.
Limitation on Rights of
Certificateholders..............................................................283
SECTION 11.04.
Governing Law; Waiver of Trial By
Jury..................................................................284
SECTION 11.05.
Notices.................................................................................................284
SECTION 11.06.
Severability of
Provisions..............................................................................286
SECTION 11.07.
Grant of a Security
Interest............................................................................286
SECTION 11.08.
Streit
Act..............................................................................................286
SECTION 11.09.
Successors and Assigns;
Beneficiaries...................................................................287
SECTION 11.10.
Article and Section
Headings............................................................................287
SECTION 11.11.
Notices to Rating
Agencies..............................................................................287
SECTION 11.12.
Complete
Agreement......................................................................................289
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
Schedule I
Mortgage Loan Schedule
Schedule II
List of Mortgage Loans with Secured Creditor Environmental
Insurance Policies
Schedule III
Class XP Reference Rate Schedule
Schedule IV
Class A-SB Planned Principal Balances
Schedule V
Sub-Servicers as to Which Sub-Servicing Agreements Are In Effect on
the Closing Date
Schedule VI
List of Mortgage Loans Requiring Operations and Maintenance Plans
Exhibit No.
Exhibit Description
------------
--------------------
A-1
Form of Class A-1, A-2, A-3, A-SB, A-4 and A-1A Certificates
A-2
Form of Class XP Certificate
A-3
Form of Class XC and XR Certificates
A-4
Form of Class AM, AJ, B, C and D Certificates
A-5
Form of Class E, F, G and H Certificates
A-6
Form of Class J, K, L, M, N, P and Q Certificates
A-7
Form of Class R-I and R-II Certificates
A-8
Form of Class Z Certificate
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
(Pursuant to Section 5.02(b))
E-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
(Pursuant to Section 5.02(b))
F-1
Form I of Transferee Certificate Regarding ERISA Matters
(Definitive Non-Registered Certificates) (Pursuant to Section
5.02(c))
F-2
Form II of Transferee Certificate Regarding ERISA Matters
(Book-Entry Non-Registered Certificates) (Pursuant to Section
5.02(c))
G-1
Form of Transfer Affidavit and Agreement Regarding Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
G-2
Form of Transferor Certificate for Transfers of Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
H-1
Form of Notice and Acknowledgment (Regarding Proposed Special
Servicer)
H-2
Form of Acknowledgment of Proposed Special Servicer
I-1
Form of Information Request from Certificateholder or Certificate
Owner
I-2
Form of Information Request from Prospective Investor
J
Form of Exchange Act Reportable Event Notification
K
[RESERVED]
L
Relevant Servicing Criteria
M-1
Form of Purchase Option Notice
M-2
Form of Purchase Option Assignment by the Special Servicer
M-3
Form of Purchase Option Assignment by Plurality Subordinate
Certificateholder or Controlling Class Representative
N
[RESERVED]
O
Form of Sarbanes-Oxley Certification by the Depositor
P-1
Form of Certification to be Provided by each Master Servicer to the
Depositor
P-2
Form of Certification to be Provided by the Trustee to the
Depositor
P-3
Form of Certification to be Provided by the Special Servicer to the
Depositor
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement is dated and effective as of
September 1, 2006, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as
Depositor,
MIDLAND LOAN SERVICES, INC., as Master Servicer No. 1, CAPMARK
FINANCE INC., as
Master Servicer No. 2, ING CLARION PARTNERS, LLC, as Special
Servicer, and
LASALLE BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through certificates,
to
be issued hereunder in multiple classes, which in the aggregate
will evidence
the entire beneficial ownership interest in a trust fund to be
created
hereunder, the primary assets of which will be the Trust Mortgage
Loans.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Trust Mortgage Loans
(exclusive of the
Excess Servicing Strip and that portion of the interest payments on
the Trust
Mortgage Loans that constitutes Additional Interest) and certain
other related
assets subject to this Agreement as a REMIC for federal income tax
purposes, and
such segregated pool of assets will be designated as "REMIC I". The
Class R-I
Certificates will evidence the sole class of "residual interests"
in REMIC I for
purposes of the REMIC Provisions under federal income tax law. For
federal
income tax purposes, each REMIC I Regular Interest will be
designated as a
separate "regular interest" in REMIC I for purposes of the REMIC
Provisions
under federal income tax law. None of the REMIC I Regular Interests
will be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the REMIC I Regular Interests
as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II". The Class R-II Certificates will evidence
the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Certificates (exclusive of the Class XC and Class XP
Certificates), each
Component of the Class XP Certificates and each Component of the
Class XC
Certificates will be designated as a separate "regular interest" in
REMIC II for
purposes of the REMIC Provisions under federal income tax law.
The following table sets forth: (i) the class designation of each
Class of Regular Certificates; (ii) the Original Class Principal
Balance or
Original Class Notional Amount for each Class of Regular
Certificates; (iii) the
corresponding REMIC I Regular Interest (the "Corresponding REMIC I
Regular
Interest") for each Class of Regular Certificates (exclusive of the
Class XP and
Class XC Certificates); and (iv) the initial REMIC I Principal
Balance or REMIC
I Notional Amount, as applicable, of each such Corresponding REMIC
I Regular
Interest.
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest(s)
Principal Balance
------------
------------------
------------------
--------------------
Class A-1
$
66,580,000
LA-1-1
$
3,921,000
LA-1-2
$
3,833,000
LA-1-3
$
48,308,000
LA-1-4
$
10,518,000
Class A-2
$
163,000,000
LA-2-1
$
36,558,000
LA-2-2
$
47,201,000
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest
Principal Balance
------------
------------------
------------------
--------------------
LA-2-3
$
45,921,000
LA-2-4
$
33,320,000
Class A-3
$
34,000,000
LA-3-1
$
13,140,000
LA-3-2
$
20,860,000
Class A-SB
$
118,000,000
LA-SB-1
$
23,822,000
LA-SB-2
$
94,178,000
Class A-4
$
971,780,000
LA-4-1
$
71,313,000
LA-4-2
$
57,177,000
LA-4-3
$
40,374,000
LA-4-4
$
38,815,000
LA-4-5
$
38,171,000
LA-4-6
$
79,908,000
LA-4-7
$
35,232,000
LA-4-8
$
33,623,000
LA-4-9
$
577,167,000
Class A-1A
$
344,155,000
LA-1A-1
$
491,000
LA-1A-2
$
522,000
LA-1A-3
$
7,920,000
LA-1A-4
$
7,718,000
LA-1A-5
$
7,771,000
LA-1A-6
$
7,475,000
LA-1A-7
$
7,608,000
LA-1A-8
$
7,325,000
LA-1A-9
$
7,283,000
LA-1A-10
$
25,341,000
LA-1A-11
$
6,548,000
LA-1A-12
$
6,291,000
LA-1A-13
$
6,210,000
LA-1A-14
$
5,937,000
LA-1A-15
$
5,861,000
LA-1A-16
$
5,606,000
LA-1A-17
$
228,248,000
Class AM
$
242,502,000
LAM
$
242,502,000
Class AJ
$
190,971,000
LAJ
$
190,971,000
Class B
$
48,500,000
LB
$
48,500,000
Class C
$
18,188,000
LC-1
$
2,577,000
LC-2
$
12,577,000
LC-3
$
3,034,000
Class D
$
48,500,000
LD-1
$
9,848,000
LD-2
$
14,365,000
LD-3
$
13,759,000
LD-4
$
10,528,000
-2-
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest
Principal Balance
------------
------------------
------------------
--------------------
Class E
$
21,219,000
LE-1
$
509,000
LE-2
$
15,556,000
LE-3
$
5,154,000
Class F
$
36,375,000
LF-1
$
1,297,000
LF-2
$
18,116,000
LF-3
$
16,962,000
Class G
$
24,251,000
LG-1
$
6,793,000
LG-2
$
17,458,000
Class H
$
21,219,000
LH-1
$
8,606,000
LH-2
$
12,613,000
Class J
$
12,125,000
LJ-1
$
664,000
LJ-2
$
11,461,000
Class K
$
6,062,000
LK
$
6,062,000
Class L
$
9,094,000
LL
$
9,094,000
Class M
$
6,063,000
LM
$
6,063,000
Class N
$
6,062,000
LN
$
6,062,000
Class P
$
3,031,000
LP
$
3,031,000
Class Q
$
33,345,032
LQ
$
33,345,032
Class XR
$
32,632,360*
LXR
$
32,632,360**
Class XP
$ 2,372,109,000*
N/A
N/A
Class XC
$ 2,425,022,032*
N/A
N/A
* Original Notional Amount
** REMIC I Notional Amount
There exist two (2) A-Note Trust Mortgage Loans, each of which is
part of a group of loans comprised of that A-Note Trust Mortgage
Loan and
another mortgage loan, namely the related B-Note Non-Trust Loan,
that are both
secured by the same Mortgage encumbering the related Mortgaged
Property. Each
A-Note Trust Mortgage Loan and the related B-Note Non-Trust Loan
collectively
constitute a Loan Combination. The relative rights of the holder of
an A-Note
Trust Mortgage Loan and the holder of the related B-Note Non-Trust
Loan are set
forth in the related Loan Combination Intercreditor Agreement. As
and to the
extent provided in the related Loan Combination Intercreditor
Agreement, each
B-Note Non-Trust Loan is subordinate in right of payment and in
other respects
to the related A-Note Trust Mortgage Loan.
As and to the extent provided herein, the Non-Trust Loans, although
not part of the Trust Fund, will be serviced and administered in
accordance with
this Agreement by the applicable Master Servicer and by the Special
Servicer.
The portion of the Trust Fund consisting of (i) the Additional
Interest and the Additional Interest Account and (ii) amounts held
from time to
time in the Collection Accounts and/or the Additional Interest
Account that
represent Additional Interest shall be treated as a grantor trust
for federal
income tax purposes, and such grantor trust will be designated as
"Grantor Trust
Z". In addition, the portions of the Trust Fund consisting of (i)
the Excess
Servicing Strip and (ii) amounts held from
-3-
time to time in the Collection Accounts that represent the Excess
Servicing
Strip shall be treated as a grantor trust for federal income tax
purposes, and
such grantor trust will be designated as "Grantor Trust E". As
provided herein,
the Trustee shall take all actions reasonably necessary to ensure
that each of
the respective portions of the Trust Fund consisting of Grantor
Trust Z and
Grantor Trust E maintains its status as a "grantor trust" under
federal income
tax law and is not treated as part of REMIC I or REMIC II.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicer and the
Trustee agree as
follows:
-4-
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"A-Note Trust Mortgage Loan": Each of the Trust Mortgage Loans as
to
which the related Mortgage, which encumbers the related Mortgaged
Property, also
secures a B-Note Non-Trust Loan, which B-Note Non-Trust Loan will
not be
included in the Trust Fund. The Stonestown Mall Trust Mortgage Loan
and the
Sportmart/Westwood Storage Trust Mortgage Loan are the only A-Note
Trust
Mortgage Loans.
"Acceptable Insurance Default": With respect to any Mortgage Loan,
any default under the related Mortgage Loan documents resulting
from: (i) the
exclusion of acts of terrorism from coverage under the related "all
risk"
casualty insurance policy maintained on the related Mortgaged
Property and (ii)
the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but, in each case, only if the Special Servicer
has
determined, in its reasonable judgment (exercised in accordance
with the
Servicing Standard), that (a) such insurance is not available at
commercially
reasonable rates and the subject hazards are not commonly insured
against by
prudent owners of similar real properties in similar locales (but
only by
reference to such insurance that has been obtained by such owners
at current
market rates) or (b) such insurance is not available at any rate.
Subject to the
Servicing Standard, in making any of the determinations required in
subclause
(a) or (b) of this definition, the Special Servicer shall be
entitled to rely on
the opinion of an insurance consultant.
"Accountant's Consent" As defined in Section 3.14.
"Accrued Certificate Interest": With respect to any Class of
Sequential Pay Certificates for any Distribution Date, one month's
interest at
the Pass-Through Rate applicable to such Class of Certificates for
such
Distribution Date, accrued on the related Class Principal Balance
outstanding
immediately prior to such Distribution Date; with respect to the
Class XC
Certificates for any Distribution Date, the aggregate of all
Accrued Component
Interest with respect to the Class XC Components for such
Distribution Date;
with respect to the Class XP Certificates for any Distribution
Date, the
aggregate of all Accrued Component Interest with respect to the
Class XP
Components for such Distribution Date; and with respect to the
Class XR
Certificates for any Distribution Date, 100% of the Accrued REMIC I
Interest
with respect to REMIC I Regular Interest LXR for such Distribution
Date. Accrued
Certificate Interest shall be calculated on a 30/360 Basis and,
with respect to
any Class of Regular Certificates for any Distribution Date, shall
be deemed to
accrue during the calendar month preceding the month in which such
Distribution
Date occurs.
"Accrued Component Interest": With respect to any Component for any
Distribution Date, one month's interest at the Class XC Strip Rate
(in the case
of a Class XC Component) or Class
-5-
XP Strip Rate (in the case of a Class XP Component), as applicable,
with respect
to such Component for such Distribution Date, accrued on the
Component Notional
Amount of such Component outstanding immediately prior to such
Distribution
Date. Accrued Component Interest shall be calculated on a 30/360
Basis and, with
respect to any Component for any Distribution Date, shall be deemed
to accrue
during the calendar month preceding the month in which such
Distribution Date
occurs.
"Accrued REMIC I Interest": With respect to any REMIC I Regular
Interest for any Distribution Date, one month's interest at the
REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for
such
Distribution Date, accrued on the REMIC I Notional Amount (in the
case of REMIC
I Regular Interest LXR) or REMIC I Principal Amount (in the case of
any other
REMIC I Regular Interest), as applicable, of such REMIC I Regular
Interest
outstanding immediately prior to such Distribution Date.
"Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or
other
applicable accrual period) in a year assumed to consist of 360
days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis.
"Additional Exclusions": Exclusions in addition to those in the
insurance policies for the Mortgaged Properties on September 11,
2001.
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Additional Interest Rate (the payment of which
interest
shall, under the terms of such Mortgage Loan, be deferred until the
entire
outstanding principal balance of such ARD Loan has been paid),
together with all
interest, if any, accrued at the related Mortgage Rate plus the
related
Additional Interest Rate on such deferred interest. For purposes of
this
Agreement, Additional Interest on an ARD Loan or any successor REO
Loan with
respect thereto shall be deemed not to constitute principal or any
portion
thereof and shall not be added to the unpaid principal balance or
Stated
Principal Balance of such ARD Loan or successor REO Loan,
notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the
extent that
any Additional Interest is not paid on a current basis, it shall be
deemed to be
deferred interest.
"Additional Interest Account": The segregated account or accounts
(which may be a sub-account of the Distribution Account) created
and maintained
by the Trustee pursuant to Section 3.04(d), which shall be entitled
(in the case
of a sub-account, if such sub-account is permitted to be separately
titled)
"LaSalle Bank National Association as Trustee, in trust for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
Mortgage
Pass-Through Certificates, Series 2006-3, Additional Interest
Account". The
Additional Interest Account shall not be an asset of either REMIC I
or REMIC II.
"Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the per
annum rate at
which such Mortgage Loan accrues interest after the Anticipated
Repayment Date
(in the absence of defaults) as calculated and as set forth in the
related
Mortgage Loan documents.
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"Additional Item 1123 Servicer": Any Additional Servicer that meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB
with respect
to the Subject Securitization Transaction.
"Additional Servicer": Any Servicer, other than the Master
Servicers, the Special Servicer or the Trustee.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Principal Recovery Fees and, in accordance with Sections
3.03(d) and
4.03(d), interest payable to either Master Servicer, the Special
Servicer, the
Trustee and any Fiscal Agent on Advances (to the extent not offset
by Default
Charges or amounts otherwise payable to any related Non-Trust
Noteholder as
provided herein) and amounts payable to the Special Servicer in
connection with
inspections of Mortgaged Properties required pursuant to the first
sentence of
Section 3.12(a) (and not otherwise paid from Default Charges or
amounts
otherwise payable to any related Non-Trust Noteholder as provided
herein), as
well as (without duplication) any of the expenses of the Trust Fund
that may be
withdrawn (x) pursuant to any of clauses (vii)(B), (ix), (xi),
(xii), (xiii),
(xv) and (xix) of Section 3.05(a) out of collections on the related
Trust
Mortgage Loans or REO Properties or out of general collections on
the Trust
Mortgage Loans and any REO Properties on deposit in the Collection
Accounts as
indicated in such clauses of Section 3.05(a), (y) pursuant to any
of clauses
(ix), (xi), (xii), (xiii) and (xvi) of Section 3.05(e) out of
collections on any
Loan Combination or any related Loan Combination REO Property on
deposit in the
related Loan Combination Custodial Account as indicated in such
clauses of
Section 3.05(e) (but only to the extent that such collections would
have
otherwise been transferred to the applicable Collection Account
with respect to
the related Trust Mortgage Loan or any successor Trust REO Loan
with respect
thereto), or (z) pursuant to clause (ii) or any of clauses (iv)
through (vi) of
Section 3.05(b) out of general collections on the Trust Mortgage
Loans and any
REO Properties on deposit in the Distribution Account; provided
that for
purposes of the allocations contemplated by Section 4.04 no such
expense shall
be deemed to have been incurred by the Trust Fund until such time
as the payment
thereof is actually made from the applicable Collection Account,
the related
Loan Combination Custodial Account or the Distribution Account, as
the case may
be.
"Additional Yield and Prepayment Amount": With respect to any Class
of Sequential Pay Certificates (other than any Excluded Class), for
any
Distribution Date on which distributions of principal are being
made with
respect to that Class of Certificates pursuant to Section 4.01(a),
provided that
a Yield Maintenance Charge and/or Prepayment Premium was actually
collected
during the related Collection Period on a Trust Mortgage Loan or a
Trust REO
Loan (for purposes of this definition, the "Prepaid Loan") in the
Loan Group as
to which the Holders of such Class of Certificates are/is receiving
payments of
principal on such Distribution Date, the product of (a) such Yield
Maintenance
Charge and/or Prepayment Premium, net of Workout Fees and Principal
Recovery
Fees payable therefrom and net of any portion of such Yield
Maintenance Charges
and/or Prepayment Premiums applied pursuant to Section 4.01(k) to
reimburse one
or more Classes of Sequential Pay Certificates in respect of
Realized Losses
and/or Additional Trust Fund Expenses previously allocated to such
Class(es),
multiplied by (b) a fraction, which in no event will be greater
than one, the
numerator of which is equal to the positive excess, if any, of (i)
the
Pass-Through Rate for the subject Class of Sequential Pay
Certificates over (ii)
the related Discount Rate, and the denominator of which is equal to
the positive
excess, if any, of (i) the Mortgage Rate for the Prepaid Loan over
(ii) the
related Discount Rate, multiplied by (c) a fraction, the numerator
of which is
equal to the amount of principal distributable on the subject Class
of
Sequential Pay Certificates on such Distribution Date (or, for so
long as the
Class A-4 and Class A-1A Certificates are outstanding, principal
distributable
on the subject Class of Sequential Pay Certificates on that
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Distribution Date from collections on the applicable Loan Group
that includes
the Prepaid Loan), pursuant to Section 4.01(a), and the denominator
of which is
equal to the Principal Distribution Amount (or, so long as the
Class A-4 and
Class A-1A Certificates are outstanding, the Loan Group 1 Principal
Distribution
Amount or the Loan Group 2 Principal Distribution Amount, as
applicable, based
on which Loan Group includes the Prepaid Loan) for such
Distribution Date.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(e).
"Adverse Rating Event": With respect to each Rating Agency that has
assigned a rating to any Class of rated Certificates, as of any
date of
determination, the qualification, downgrade or withdrawal of the
rating then
assigned to any such Class of rated Certificates by such Rating
Agency (or the
placing of any such Class of rated Certificates on "negative credit
watch"
status or "ratings outlook negative" status in contemplation of any
such action
with respect thereto).
"Adverse REMIC Event": As defined in Section 10.01(h).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Annual Assessment Report": As defined in Section 3.14.
"Annual Attestation Report": As defined in Section 3.14.
"Annual Statement of Compliance": As defined in Section 3.13.
"Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the rate per annum at
which interest
accrues on such ARD Loan will increase as specified in the related
Mortgage Note
(other than as a result of a default thereunder).
"Appraisal": With respect to any Mortgage Loan, an appraisal of the
related Mortgaged Property from an Independent Appraiser selected
by the Special
Servicer or the applicable Master Servicer, as the case may be,
prepared in
accordance with 12 C.F.R. ss. 225.64 and conducted in accordance
with the
standards of the Appraisal Institute by an Independent Appraiser,
which
Independent Appraiser shall be advised to take into account the
factors
specified in Section 3.09(a), any available environmental,
engineering or other
third-party reports, and other factors that a prudent real estate
appraiser
would consider. The applicable Master Servicer, the Special
Servicer, the
Trustee and any Fiscal Agent may conclusively rely on any Appraisal
obtained in
accordance with this Agreement.
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"Appraisal Reduction Amount": With respect to any Required
Appraisal
Mortgage Loan, the excess, if any, of: (a) an amount, as calculated
by the
Special Servicer in consultation with the Controlling Class
Representative, as
of the first Determination Date immediately succeeding the date on
which the
Special Servicer obtains knowledge of the subject Mortgage Loan
becoming a
Required Appraisal Mortgage Loan, if no new Required Appraisal (or
letter update
or internal valuation) is required, or otherwise the date on which
a Required
Appraisal (or letter update or internal valuation, if applicable)
is obtained,
and each anniversary of such Determination Date thereafter so long
as the
subject Mortgage Loan remains a Required Appraisal Mortgage Loan,
equal to the
sum (without duplication) of (i) the Stated Principal Balance of
such Required
Appraisal Mortgage Loan, (ii) to the extent not previously advanced
by or on
behalf of a Master Servicer, the Special Servicer, the Trustee or
any Fiscal
Agent, all unpaid interest accrued on such Required Appraisal
Mortgage Loan
through the most recent Due Date prior to such Determination Date
at a per annum
rate equal to the related Net Mortgage Rate (exclusive of any
portion thereof
that constitutes Additional Interest), (iii) all accrued but unpaid
(from
related collections) Master Servicing Fees and Special Servicing
Fees with
respect to such Required Appraisal Mortgage Loan and, without
duplication, all
accrued or otherwise incurred but unpaid (from related collections)
Additional
Trust Fund Expenses with respect to such Required Appraisal
Mortgage Loan, (iv)
all related unreimbursed Advances made by or on behalf of a Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent with respect to
such Required
Appraisal Mortgage Loan, together with (A) interest on those
Advances and (B)
any related Unliquidated Advances and (v) all currently due and
unpaid real
estate taxes and unfunded improvement reserves and assessments,
insurance
premiums and, if applicable, ground rents with respect to the
related Mortgaged
Property; over (b) an amount equal to the sum of (i) the Required
Appraisal
Value and (ii) all escrows, reserves and letters of credit held as
additional
collateral held with respect to such Required Appraisal Mortgage
Loan. If the
Special Servicer fails to obtain a Required Appraisal (or letter
update or
internal valuation, if applicable) within the time limit described
in Section
3.09(a), and such Required Appraisal (or letter update or internal
valuation, if
applicable) is required thereunder, then the Appraisal Reduction
Amount for the
related Required Appraisal Mortgage Loan will equal 25% of the
Stated Principal
Balance of such Required Appraisal Mortgage Loan, to be adjusted
upon receipt of
a Required Appraisal or letter update or internal valuation, if
applicable.
Notwithstanding anything herein to the contrary, each Loan
Combination shall be treated as a single Required Appraisal
Mortgage Loan for
purposes of calculating an Appraisal Reduction Amount. Any
Appraisal Reduction
Amount with respect to any Loan Combination shall be allocated
first to the
related B-Note Non-Trust Loan, in each case up to the outstanding
principal
balance thereof, and then to the applicable A-Note Trust Mortgage
Loan.
"Appraised Value": With respect to each Mortgaged Property and REO
Property, the appraised value thereof based upon the most recent
Appraisal (or
letter update or internal valuation, if applicable) that is
contained in the
related Servicing File upon which the applicable Master Servicer,
the Special
Servicer, the Trustee and any Fiscal Agent may conclusively rely.
"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 Additional 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.
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"Asset Status Report": As defined in Section 3.21(c).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or
instrument
executed by the Mortgagor in connection with the origination of the
related
Mortgage Loan.
"Assumed Periodic Payment": With respect to any Balloon Loan for
its
Stated Maturity Date (provided that such Mortgage Loan has not been
paid in full
and no other Liquidation Event has occurred in respect thereof on
or before such
Stated Maturity Date) and for any related Due Date thereafter as of
which such
Mortgage Loan remains outstanding and part of the Trust Fund (or,
in the case of
a Non-Trust Loan for any Due Date, as of which such Mortgage Loan
remains
outstanding and the related Trust Mortgage Loan remains part of the
Trust Fund),
the Periodic Payment of principal and/or interest deemed to be due
in respect
thereof on such Due Date equal to the Periodic Payment that would
have been due
in respect of such Mortgage Loan on such Due Date if the related
Mortgagor had
been required to continue to pay principal in accordance with the
amortization
schedule, if any, and to accrue interest at the Mortgage Rate, in
effect
immediately prior to, and without regard to the occurrence of, its
Stated
Maturity Date. With respect to any REO Loan, for any related Due
Date as of
which the related REO Property or any interest therein remains part
of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to
be due in
respect thereof on such Due Date equal to the Periodic Payment that
would have
been due in respect of the predecessor Mortgage Loan on such Due
Date had it
remained outstanding (or, if the predecessor Mortgage Loan was a
Balloon Loan
and such Due Date coincides with or follows what had been its
Stated Maturity
Date, equal to the Assumed Periodic Payment that would have been
deemed due in
respect of the predecessor Mortgage Loan on such Due Date had it
remained
outstanding).
"Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the
Trustee).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum, without duplication, of (i)
the aggregate
of the amounts on deposit in the Collection Accounts and the
Distribution
Account as of the close of business on the related Determination
Date and the
amounts collected by or on behalf of the Master Servicers as of the
close of
business on such Determination Date and required to be deposited in
the
Collection Accounts, which amounts shall, in the case of the
initial
Distribution Date, include the Closing Date Deposit, (ii) the
aggregate amount
of any P&I Advances made by the Master Servicers, the Trustee
or any Fiscal
Agent for distribution on the Certificates on such Distribution
Date pursuant to
Section 4.03, (iii) the aggregate amount transferred from the Pool
REO Account
(if established) and/or any Loan Combination Custodial Account to
the applicable
Collection Account after the Determination Date in the month of
such
Distribution Date, but on or prior to the P&I Advance Date in
such month,
pursuant to Section 3.16(c) and/or Section 3.05(e), as applicable,
(iv) the
aggregate amounts deposited by the Master Servicers in their
Collection Accounts
for such Distribution Date pursuant to Section 3.19(a) in
connection with
Prepayment Interest Shortfalls and Casualty/Condemnation Interest
Shortfalls,
and (v) for each Distribution Date occurring in March, the
aggregate of the
Interest Reserve Amounts in respect of each Interest Reserve Loan
deposited into
the Distribution Account pursuant to Section 3.05(c), net of (b)
the portion of
the amount described in clause (a) of this definition that
represents one or
more of the following: (i) collected Periodic Payments that are due
on a Due
Date following the end of the related Collection Period, (ii) any
amounts
payable or reimbursable to any Person from (A) a Collection Account
pursuant to
clauses (ii)-(xvi), (xix) and
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(xxi) of Section 3.05(a) or (B) the Distribution Account pursuant
to clauses
(ii)-(vi) and (ix) of Section 3.05(b), (iii) Prepayment Premiums
and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to
the
Distribution Date occurring in February of each year and in January
of each year
that is not a leap year, the Interest Reserve Amounts with respect
to the
Interest Reserve Loans to be withdrawn from the Distribution
Account and
deposited in the Interest Reserve Account in respect of such
Distribution Date
and held for future distribution, pursuant to Section 3.04(c), and
(vi) any
amounts deposited in either Master Servicer's Collection Account or
the
Distribution Account in error.
"B-Note Loan Holder": Each holder of (i) the Mortgage Note for a
B-Note Non-Trust Loan and (ii) the corresponding rights under the
related Loan
Combination Intercreditor Agreement.
"B-Note Non-Trust Loan": With respect to each A-Note Trust Mortgage
Loan, the other Mortgage Loan that (i) is not included in the Trust
Fund, (ii)
is subordinate in right of payment and in other respects to such
A-Note Trust
Mortgage Loan to the extent set forth in the related Loan
Combination
Intercreditor Agreement and (iii) is secured by the same Mortgage
on the same
Mortgaged Property as such A-Note Trust Mortgage Loan.
"Balloon Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date
provides for an
amortization schedule extending beyond its Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Scheduled Payment payable on the Stated
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).
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Book-Entry Certificate
that is a Non-Registered Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or the city in
which the
Corporate Trust Office of the Trustee (which as of the Closing Date
is Chicago,
Illinois), or the offices of either Master Servicer or the Special
Servicer
(which as of the Closing Date is/are Overland Park, Kansas with
respect to
Master Servicer No. 1, Horsham, Pennsylvania with respect to Master
Servicer No.
2 and New York, New York with respect to the Special Servicer), are
located, are
authorized or obligated by law or executive order to remain closed.
"Capmark": Capmark Finance Inc., a California corporation, or its
successor in interest.
"Casualty/Condemnation Interest Shortfall": With respect to any
Trust Mortgage Loan as to which a Casualty/Condemnation Principal
Prepayment was
received during any Collection Period and was applied to such
Mortgage Loan as
an unscheduled payment of principal prior to such Mortgage
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Loan's Due Date in such Collection Period, the amount of interest,
to the extent
not collected from the related Mortgagor, 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
Casualty/Condemnation
Principal Prepayment during the period commencing on the date as of
which such
Casualty/Condemnation Principal Prepayment was applied to such
Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive
(net of any
portion of such interest that would have constituted Penalty
Interest and/or
Additional Interest, if applicable).
"Casualty/Condemnation Principal Prepayment": With respect to any
Trust Mortgage Loan, any amounts constituting Insurance Proceeds or
amounts
received in connection with the taking of all or a part of a
Mortgaged Property
by the exercise of the power of eminent domain or condemnation,
that are applied
as an unscheduled principal prepayment in accordance with the
provisions of this
Pooling and Servicing Agreement, in reduction of the principal
balance of such
Mortgage Loan.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the ML-CFC Commercial Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series
2006-3, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor": With respect to any Class of Regular
Certificates, as of any date of determination, a fraction,
expressed as a
decimal carried to at least eight places, the numerator of which is
the then
current Class Principal Balance or Notional Amount, as applicable,
of such Class
of Certificates, and the denominator of which is the Original Class
Principal
Balance or Original Notional Amount, as the case may be, of such
Class of
Certificates.
"Certificate Notional Amount": With respect to any Class XC, Class
XP or Class XR Certificate, as of any date of determination, the
then notional
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Notional
Amount of the
Class of Certificates to which such Certificate belongs.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class
Principal
Balance of the Class of Certificates to which such Certificate
belongs.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02(a).
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a
Disqualified
Organization nor a Disqualified Non-United States Tax Person shall
be Holder of
a Residual Certificate for any purpose hereof and, (ii) solely for
the
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purposes of giving any consent, approval or waiver pursuant to this
Agreement
that relates to any of the Depositor, any Mortgage Loan Seller,
either Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
its
respective capacity as such (except with respect to amendments or
waivers
referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or
waiver required or permitted to be made by the Plurality
Subordinate
Certificateholder or the Controlling Class Representative and any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative pursuant to Section 6.09), any Certificate
registered in the name
of the Depositor, any Mortgage Loan Seller, either Master Servicer,
the Special
Servicer, the Trustee or any Fiscal Agent, as the case may be, or
any
Certificate registered in the name of any of their respective
Affiliates, shall
be deemed not to be outstanding, and the Voting Rights to which it
is entitled
shall not be taken into account in determining whether the
requisite percentage
of Voting Rights necessary to effect any such consent, approval or
waiver that
relates to it has been obtained. The Certificate Registrar shall be
entitled to
request and conclusively rely upon a certificate of the Depositor,
the Trustee
(if the Person acting as Trustee is different from the Person
acting as
Certificate Registrar), either Master Servicer or the Special
Servicer in
determining whether a Certificate is registered in the name of an
Affiliate of
such Person. All references herein to "Holders" or
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and the Depository Participants,
except as
otherwise specified herein; provided, however, that the parties
hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 8.16(b).
"Certifying Person": As defined in Section 8.16(b).
"Clarion": ING Clarion Partners, LLC, a New York limited liability
company, or its successor in interest.
"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric, as applicable, class designation.
"Class A Senior Certificates": The Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4 and Class A-1A Certificates.
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
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"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-SB Certificate": Any one of the Certificates with a "Class
A-SB" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the
Class A-SB
Certificates for such date set forth on Schedule IV attached
hereto.
"Class AJ Certificate": Any one of the Certificates with a "Class
AJ" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class AM Certificate": Any one of the Certificates with a "Class
AM" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
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"Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates outstanding from time to time.
As of the
Closing Date, the Class Principal Balance of each Class of
Sequential Pay
Certificates shall equal the Original Class Principal Balance
thereof. On each
Distribution Date, the Class Principal Balance of each of the
respective Classes
of the Sequential Pay Certificates shall be reduced by the amount
of any
distributions of principal made thereon on such Distribution Date
pursuant to
Section 4.01 or 9.01, as applicable, and shall be further reduced
by the amount
of any Realized Losses and Additional Trust Fund Expenses allocated
thereto on
such Distribution Date pursuant to the first paragraph of Section
4.04(a). The
respective Class Principal Balances of the various Classes of
Sequential Pay
Certificates shall be increased, as and to the extent and in the
order provided
in the second paragraph of Section 4.04(a), in connection with any
recoveries of
Nonrecoverable Advances and/or interest thereon which were
reimbursed and/or
paid in a prior Collection Period from the principal portion of
general
collections on the Mortgage Pool and which are included in the
Principal
Distribution Amount for the current Distribution Date.
Distributions in respect
of a reimbursement of Realized Losses and Additional Trust Fund
Expenses
previously allocated to a Class of Sequential Pay Certificates
shall not
constitute distributions of principal and shall not result in
reduction of the
related Class Principal Balance.
"Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
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"Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
I for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
II for purposes of the REMIC Provisions.
"Class XC Certificate": Any one of the Certificates with a "Class
XC" designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing multiple "regular interests" in
REMIC II for
purposes of the REMIC Provisions.
"Class XC Components": Each of the Components identified in the
table in the definition of "Component" as being a Class XC
Component.
"Class XC Notional Amount": With respect to the Class XC
Certificates, as of any date of determination, the sum of the then
Component
Notional Amounts of all of the Class XC Components.
"Class XC Strip Rate": With respect to any Class XC Component that
does not have a Corresponding Class XP Component, for any
Distribution Date, a
rate per annum equal to (i) the Weighted Average Net Mortgage
Pass-Through Rate
for such Distribution Date, minus (ii) the Pass-Through Rate with
respect to
such Class XC Component's Corresponding Certificates for such
Distribution Date;
and in the case of any Class XC Component that has a Corresponding
Class XP
Component, for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the Class XP Termination
Date for such
Corresponding Class XP Component, (A) the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date minus (B) the sum of
the
Pass-Through Rate with respect to such Class XC Component's
Corresponding
Certificates for such Distribution Date and the Class XP Strip Rate
for such
Corresponding Class XP Component for such Distribution Date, and
(ii) for any
Distribution Date occurring after the Class XP Termination Date for
such
Corresponding Class XP Component, a rate per annum equal to (X) the
Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date,
minus (Y) the
Pass-Through Rate with respect to such Class XC Component's
Corresponding
Certificates for such Distribution Date. In no event, however,
shall any Class
XC Strip Rate be less than zero.
"Class XP Certificate": Any one of the Certificates with a "Class
XP" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing multiple "regular interests" in
REMIC II for
purposes of the REMIC Provisions.
"Class XP Components": Each of the Components identified in the
table in the definition of "Component" as being a Class XP
Component.
"Class XP Notional Amount":
(i)
With respect to any Distribution Date on or prior to the
Distribution Date in March 2007, the sum of (a) the lesser of
$62,659,000
and the Class Principal Balance of the Class A-1 Certificates
outstanding
from time to time, (b) the lesser of $343,664,000 and the
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Class Principal Balance of the Class A-1A Certificates outstanding
from
time to time and (c) the Class Principal Balance of the Class A-2,
Class
A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C,
Class D,
Class E, Class F, Class G, Class H, Class J, Class K and Class L
Certificates outstanding from time to time;
(ii)
With respect to any Distribution Date after the Distribution
Date in March 2007 through and including the Distribution Date in
September 2007, the sum of (a) the lesser of $58,826,000 and the
Class
Principal Balance of the Class A-1 Certificates outstanding from
time to
time, (b) the lesser of $343,142,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time and (c)
the
Class Principal Balance of the Class A-2, Class A-3, Class A-SB,
Class
A-4, Class AM, Class AJ, Class B, Class C, Class D, Class E, Class
F,
Class G, Class H, Class J, Class K and Class L Certificates
outstanding
from time to time;
(iii)
With respect to any Distribution Date after the Distribution
Date in September 2007 through and including the Distribution Date
in
March 2008, the sum of (a) the lesser of $10,518,000 and the Class
Principal Balance of the Class A-1 Certificates outstanding from
time to
time, (b) the lesser of $335,222,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time and (c)
the
Class Principal Balance of the Class A-2, Class A-3, Class A-SB,
Class
A-4, Class AM, Class AJ, Class B, Class C, Class D, Class E, Class
F,
Class G, Class H, Class J, Class K and Class L Certificates
outstanding
from time to time;
(iv)
With respect to any Distribution Date after the Distribution
Date in March 2008 through and including the Distribution Date in
September 2008, the sum of (a) the lesser of $126,442,000 and the
Class
Principal Balance of the Class A-2 Certificates outstanding from
time to
time, (b) the lesser of $327,504,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, and (c)
the
Class Principal Balance of the Class A-3, Class A-SB, Class A-4,
Class AM,
Class AJ, Class B, Class C, Class D, Class E, Class F, Class G,
Class H,
Class J, Class K and Class L Certificates outstanding from time to
time;
(v)
With respect to any Distribution Date after the Distribution
Date in September 2008 through and including the Distribution Date
in
March 2009, the sum of (a) the lesser of $79,241,000 and the Class
Principal Balance of the Class A-2 Certificates outstanding from
time to
time, (b) the lesser of $319,733,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class A-3, Class A-SB, Class A-4, Class
AM, Class
AJ, Class B, Class C, Class D, Class E, Class F, Class G and Class
H
Certificates outstanding from time to time, and (d) the lesser of
$11,461,000 and the Class Principal Balance of the Class J
Certificates
outstanding from time to time;
(vi)
With respect to any Distribution Date after the Distribution
Date in March 2009 through and including the Distribution Date in
September 2009, the sum of (a) the lesser of $33,320,000 and the
Class
Principal Balance of the Class A-2 Certificates outstanding from
time to
time, (b) the lesser of $312,258,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class A-3, Class A-SB, Class A-4, Class
AM, Class
AJ, Class B, Class C, Class D, Class E, Class F and
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Class G Certificates outstanding from time to time, and (d) the
lesser of
$12,613,000 and the Class Principal Balance of the Class H
Certificates
outstanding from time to time;
(vii)
With respect to any Distribution Date after the Distribution
Date in September 2009 through and including the Distribution Date
in
March 2010, the sum of (a) the lesser of $20,860,000 and the Class
Principal Balance of the Class A-3 Certificates outstanding from
time to
time, (b) the lesser of $304,650,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class A-SB, Class A-4, Class AM, Class AJ,
Class
B, Class C, Class D, Class E and Class F Certificates outstanding
from
time to time, and (d) the lesser of $17,458,000 and the Class
Principal
Balance of the Class G Certificates outstanding from time to time;
(viii)
With respect to any Distribution Date after the Distribution
Date in March 2010 through and including the Distribution Date in
September 2010, the sum of (a) the lesser of $94,178,000 and the
Class
Principal Balance of the Class A-SB Certificates outstanding from
time to
time, (b) the lesser of $297,325,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class A-4, Class AJ, Class AM, Class B,
Class C,
Class D and Class E Certificates outstanding from time to time, and
(d)
the lesser of $35,078,000 and the Class Principal Balance of the
Class F
Certificates outstanding from time to time;
(ix)
With respect to any Distribution Date after the Distribution
Date in September 2010 through and including the Distribution Date
in
March 2011, the sum of (a) the lesser of $900,467,000 and the Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $290,042,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B, Class C,
Class D and
Class E Certificates outstanding from time to time, and (d) the
lesser of
$16,962,000 and the Class Principal Balance of the Class F
Certificates
outstanding from time to time;
(x)
With respect to any Distribution Date after the Distribution
Date in March 2011 through and including the Distribution Date in
September 2011, the sum of (a) the lesser of $843,290,000 and the
Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $264,701,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B, Class C and
Class D
Certificates outstanding from time to time, and (d) the lesser of
$20,710,000 and the Class Principal Balance of the Class E
Certificates
outstanding from time to time;
(xi)
With respect to any Distribution Date after the Distribution
Date in September 2011 through and including the Distribution Date
in
March 2012, the sum of (a) the lesser of $802,916,000 and the Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $258,153,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B, Class C and
Class D
Certificates outstanding from time to time, and (d) the lesser of
$5,154,000 and the Class Principal Balance of the Class E
Certificates
outstanding from time to time;
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(xii)
With respect to any Distribution Date after the Distribution
Date in March 2012 through and including the Distribution Date in
September 2012, the sum of (a) the lesser of $764,101,000 and the
Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $251,862,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B and Class C
Certificates outstanding from time to time, and (d) the lesser of
$38,652,000 and the Class Principal Balance of the Class D
Certificates
outstanding from time to time;
(xiii)
With respect to any Distribution Date after the Distribution
Date in September 2012 through and including the Distribution Date
in
March 2013, the sum of (a) the lesser of $725,930,000 and the Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $245,652,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B and Class C
Certificates outstanding from time to time, and (d) the lesser of
$24,287,000 and the Class Principal Balance of the Class D
Certificates
outstanding from time to time;
(xiv)
With respect to any Distribution Date after the Distribution
Date in March 2013 through and including the Distribution Date in
September 2013, the sum of (a) the lesser of $646,022,000 and the
Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $239,715,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ, Class B and Class C
Certificates outstanding from time to time, and (d) the lesser of
$10,528,000 and the Class Principal Balance of the Class D
Certificates
outstanding from time to time;
(xv)
With respect to any Distribution Date after the Distribution
Date in September 2013 through and including the Distribution Date
in
March 2014, the sum of (a) the lesser of $610,790,000 and the Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $233,854,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ and Class B
Certificates
outstanding from time to time, and (d) the lesser of $15,611,000
and the
Class Principal Balance of the Class C Certificates outstanding
from time
to time;
(xvi)
With respect to any Distribution Date after the Distribution
Date in March 2014 through and including the Distribution Date in
September 2014, the sum of (a) the lesser of $577,167,000 and the
Class
Principal Balance of the Class A-4 Certificates outstanding from
time to
time, (b) the lesser of $228,248,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time, (c) the
Class
Principal Balance of the Class AM, Class AJ and Class B
Certificates
outstanding from time to time, and (d) the lesser of $3,034,000 and
the
Class Principal Balance of the Class C Certificates outstanding
from time
to time; and
(xvii)
With respect to any Distribution Date after the Distribution
Date in September 2014, $0.
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"Class XP Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date set forth on the
Class XP
Reference Rate Schedule attached hereto as Schedule III.
"Class XP Strip Rate": With respect to any Class XP Component for
any Distribution Date, a rate per annum equal to (1) for any
Distribution Date
occurring on or before the Class XP Termination Date for such Class
XP
Component, the excess, if any, of (x) the lesser of (i) the
Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date and (ii) the
Class XP
Reference Rate for such Distribution Date, over (y) the
Pass-Through Rate in
effect for such Distribution Date with respect to such Class XP
Component's
Corresponding Certificates, and (2) for any Distribution Date
occurring after
the Class XP Termination Date for such Class XP Component, 0% per
annum.
"Class XP Termination Date": With respect to each Class XP
Component, the Distribution Date that occurs in the month and year
specified in
the table in the definition of "Component".
"Class XR Certificate": Any one of the Certificates with a "Class
XR" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing "regular interests" in REMIC II for
purposes of
the REMIC Provisions.
"Class XR Notional Amount": With respect to the Class XR
Certificates, as of any date of determination, the then aggregate
Stated
Principal Balance of the RLJ Loans (and/or any successor Trust REO
Loans with
respect thereto).
"Class Z Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof, substantially in the form of
Exhibit A-8
attached hereto, and evidencing a proportionate interest in Grantor
Trust Z.
"Clearstream": Clearstream Banking, Luxembourg or any successor.
"Closing Date": September 29, 2006.
"Closing Date Deposit": With respect to MLMLI, a cash amount in the
sum of $ 594,248.33 to be deposited by MLMLI pursuant to the
Merrill Mortgage
Loan Purchase Agreement in respect of the Merrill Trust Mortgage
Loans
identified by loan numbers 13, 14, 21, 44, 45, 138 and 158,
respectively, on the
Mortgage Loan Schedule. This sum represents the aggregate amount of
interest
that would have accrued during the entire month of September 2006
at the related
Net Mortgage Rates on the related Cut-off Date Balances of the
above-identified
Closing Date Deposit Mortgage Loans.
"Closing Date Deposit Mortgage Loan": Any Trust Mortgage Loan in
respect of which a Closing Date Deposit is required to be made by
the related
Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase
Agreement.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such
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association or organization in the commercial mortgage loan
securitization
industry and one of whose principal purposes is the establishment
of industry
standards for reporting transaction-specific information relating
to commercial
mortgage-backed pass-through certificates and commercial
mortgage-backed bonds
and the commercial mortgage loans and foreclosed properties
underlying or
backing them to investors holding or owning such certificates or
bonds, and any
successor to such other association or organization. If an
organization or
association described in one of the preceding sentences of this
definition does
not exist, "CMSA" shall be deemed to refer to such other
association or
organization as shall be selected by the Master Servicers (or, in
the event of a
failure of both Master Servicers to agree on an association or
organization, as
shall be selected by the Trustee) and reasonably acceptable to the
Trustee (if
the Master Servicers make the determination), the Special Servicer
and the
Controlling Class Representative.
"CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Collateral Summary File": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Collateral Summary File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Comparative Financial Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally.
"CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
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"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally.
"CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Loan Level Reserve Report" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Loan Periodic Update File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally.
"CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally.
"CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally, and
in any event,
shall present the computations made in accordance with the
methodology described
in such form to "normalize" the full year net operating income, net
cash flow
and debt service coverage numbers used in the other reports
required by this
Agreement.
"CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Operating Statement Analysis Report" available as of
the Closing
Date on the CMSA Website or in such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Reconciliation of Funds Report"
-22-
available as of the Closing Date on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available on the CMSA Website, or in such other form
for the
presentation of such information and containing such additional
information as
may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally.
"CMSA Servicer Watch List": A report substantially in the form of,
and containing the information called for in, the downloadable form
of the
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
in such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally.
"CMSA Special Servicer Loan File": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Special Servicer Loan File" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally.
"CMSA Website": The CMSA's website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of
the Treasury
promulgated thereunder.
"Collection Account": One or more segregated 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
substantially as follows: in the case of Midland, "Midland Loan
Services, Inc.,
as Master Servicer for LaSalle Bank National Association, as
Trustee, on behalf
of and in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series
2006-3", and in
the case of Capmark, "Capmark Finance Inc., as Master Servicer for
LaSalle Bank
National Association, as Trustee, on behalf of and in trust for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
Mortgage
Pass-Through Certificates, Series 2006-3".
"Collection Period": Individually and collectively, as the context
may require: with respect to each Mortgage Loan and any successor
REO Loan with
respect thereto, for any Distribution Date, the period commencing
on the day
immediately following the related Determination Date for such
Mortgage Loan for
the preceding Distribution Date (or, in the case of the initial
Distribution
Date, commencing immediately following the Cut-off Date) and ending
on and
including the related Determination Date for such Mortgage Loan for
the subject
Distribution Date. For the purposes of this Agreement, with respect
to any
Distribution Date, the Collection Period that corresponds to that
Distribution
Date (including, for example, but without limitation, references to
"the related
Collection Period") shall mean the Collection Periods (determined
in accordance
with the preceding sentence) ending in the month in which such
Distribution Date
occurs that are applicable to the Merrill Trust
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Mortgage Loans, the PNC Trust Mortgage Loans and/or the Countrywide
Trust
Mortgage Loans, as applicable.
"Commission": The United States Securities and Exchange Commission
or any successor agency.
"Component": Any of the multiple components of the Class XC
Certificates (the "Class XC Components") and the multiple
components of the
Class XP Certificates (the "Class XP Components") listed in the
following table.
The following table also sets forth the month and year in which the
Class XP
Termination Date for each Class XP Component occurs and the
Corresponding
Certificates for each Component.
Class Designation
Class XC
Class XP
Class XP
of Corresponding
Component
Component
Termination Date
Certificates
---------
---------
----------------
-----------------
XC-A-1-1
N/A
N/A
A-1
XC-A-1-2
XP-A-1-2
March 2007
A-1
XC-A-1-3
XP-A-1-3
September 2007
A-1
XC-A-1-4
XP-A-1-4
March 2008
A-1
XC-A-2-1
XP-A-2-1
March 2008
A-2
XC-A-2-2
XP-A-2-2
September 2008
A-2
XC-A-2-3
XP-A-2-3
March 2009
A-2
XC-A-2-4
XP-A-2-4
September 2009
A-2
XC-A-3-1
XP-A-3-1
September 2009
A-3
XC-A-3-2
XP-A-3-2
March 2010
A-3
XC-A-SB-1
XP-A-SB-1
March 2010
A-SB
XC-A-SB-2
XP-A-SB-2
September 2010
A-SB
XC-A-4-1
XP-A-4-1
September 2010
A-4
XC-A-4-2
XP-A-4-2
March 2011
A-4
XC-A-4-3
XP-A-4-3
September 2011
A-4
XC-A-4-4
XP-A-4-4
March 2012
A-4
XC-A-4-5
XP-A-4-5
September 2012
A-4
XC-A-4-6
XP-A-4-6
March 2013
A-4
XC-A-4-7
XP-A-4-7
September 2013
A-4
XC-A-4-8
XP-A-4-8
March 2014
A-4
XC-A-4-9
XP-A-4-9
September 2014
A-4
XC-A-1A-1
N/A
N/A
A-1A
XC-A-1A-2
XP-A-1A-2
March 2007
A-1A
XC-A-1A-3
XP-A-1A-3
September 2007
A-1A
XC-A-1A-4
XP-A-1A-4
March 2008
A-1A
XC-A-1A-5
XP-A-1A-5
September 2008
A-1A
XC-A-1A-6
XP-A-1A-6
March 2009
A-1A
XC-A-1A-7
XP-A-1A-7
September 2009
A-1A
XC-A-1A-8
XP-A-1A-8
March 2010
A-1A
XC-A-1A-9
XP-A-1A-9
September 2010
A-1A
-24-
Class Designation
Class XC
Class XP
Class XP
of Corresponding
Component
Component
Termination Date
Certificates
----------
---------
----------------
-----------------
XC-A-1A-10
XP-A-1A-10
March 2011
A-1A
XC-A-1A-11
XP-A-1A-11
September 2011
A-1A
XC-A-1A-12
XP-A-1A-12
March 2012
A-1A
XC-A-1A-13
XP-A-1A-13
September 2012
A-1A
XC-A-1A-14
XP-A-1A-14
March 2013
A-1A
XC-A-1A-15
XP-A-1A-15
September 2013
A-1A
XC-A-1A-16
XP-A-1A-16
March 2014
A-1A
XC-A-1A-17
XP-A-1A-17
September 2014
A-1A
XC-AM
XP-AM
September 2014
AM
XC-AJ
XP-AJ
September 2014
AJ
XC-B
XP-B
September 2014
B
XC-C-1
XP-C-1
September 2013
C
XC-C-2
XP-C-2
March 2014
C
XC-C-3
XP-C-3
September 2014
C
XC-D-1
XP-D-1
March 2012
D
XC-D-2
XP-D-2
September 2012
D
XC-D-3
XP-D-3
March 2013
D
XC-D-4
XP-D-4
September 2013
D
XC-E-1
XP-E-1
March 2011
E
XC-E-2
XP-E-2
September 2011
E
XC-E-3
XP-E-3
March 2012
E
XC-F-1
XP-F-1
March 2010
F
XC-F-2
XP-F-2
September 2010
F
XC-F-3
XP-F-3
March 2011
F
XC-G-1
XP-G-1
September 2009
G
XC-G-2
XP-G-2
March 2010
G
XC-H-1
XP-H-1
March 2009
H
XC-H-2
XP-H-2
September 2009
H
XC-J-1
XP-J-1
September 2008
J
XC-J-2
XP-J-2
March 2009
J
XC-K
XP-K
September 2008
K
XC- L
XP-L
September 2008
L
XC-M
N/A
N/A
M
XC-N
N/A
N/A
N
XC-P
N/A
N/A
P
XC-Q
N/A
N/A
Q
"Component Notional Amount": With respect to any Component, as of
any date of determination, an amount equal to the then REMIC I
Principal Balance
of its Corresponding REMIC I Regular Interest.
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"Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates (based on the
payment
priorities set forth in Section 4.01(a)) that has a Class Principal
Balance that
is greater than 25% of the Original Class Principal Balance thereof
(without
considering any Appraisal Reduction Amounts); provided, however,
that if no
Class of Sequential Pay Certificates has a Class Principal Balance
that
satisfies such requirement, then the Controlling Class shall be the
most
subordinate outstanding Class of Sequential Pay Certificates (based
on the
payment priorities set forth in Section 4.01(a)) with a Class
Principal Balance
greater than zero. With respect to determining and exercising the
rights of the
Controlling Class, the Class A Senior Certificates shall
collectively be deemed
to be a single Class of Certificates.
"Controlling Class Representative": As defined in Section 3.25.
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its asset-backed
securities 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--ML-CFC Commercial Mortgage Trust 2006-3,
Commercial
Mortgage Pass-Through Certificates, Series 2006-3.
"Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be a Specially
Serviced
Mortgage Loan in accordance with the definition of "Specially
Serviced Mortgage
Loan".
"Corresponding Certificates": With respect to any REMIC I Regular
Interest, the Class of Regular Certificates (exclusive of the Class
XC and Class
XP Certificates) for which such REMIC I Regular Interest is the
Corresponding
REMIC I Regular Interest or one of the Corresponding REMIC I
Regular Interests.
With respect to any Component, the Class of Sequential Pay
Certificates
designated as the "Corresponding Certificates" for such Component
in the
definition of "Component".
"Corresponding Class XP Component": With respect to any Class XC
Component, the Class XP Component (if any) that, with the
replacement of "XP-"
with "XC-" at the beginning of its designation, has the same
alphanumeric
designation as such Class XC Component.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Sequential Pay
Certificates
or the Class XR Certificates. With respect to any Component, the
REMIC I Regular
Interest that, with the replacement of "L" with "XC-" or "XP-", as
applicable,
at the beginning of its designation, has the same alphabetic or
alphanumeric
designation as such Component.
"Countrywide": Countrywide Commercial Real Estate Finance, Inc., a
California corporation, or its successor in interest.
"Countrywide Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of September 22, 2006,
between the
Depositor and Countrywide and relating to the transfer of the
Countrywide Trust
Mortgage Loans to the Depositor.
"Countrywide Securities": Countrywide Securities Corporation, a
California corporation, or its successor in interest.
-26-
"Countrywide Trust Mortgage Loans": Each Trust Mortgage Loan
transferred and assigned to the Depositor pursuant to the
Countrywide Mortgage
Loan Purchase Agreement.
"Crossed Loan": As defined in Section 2.03(a). The Mortgage Loans
comprising a Loan Combination shall not be deemed to be Crossed
Loans for
purposes of this Agreement.
"Crossed Loan Group": As defined in Section 2.03(a).
"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, a Mortgage Loan Seller or an
Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or
if such custodian has been so appointed, but the Trustee shall have
terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-off Date": Individually and collectively, as the context may
require: with respect to each Mortgage Loan, the related Due Date
of such
Mortgage Loan in September 2006; or, with respect to any Mortgage
Loan that has
its first Due Date in October 2006, September 1, 2006, or, with
respect to any
Mortgage Loan that has its first Due Date in November 2006, its
date of
origination.
"Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the
Cut-off Date,
after application of all unscheduled payments of principal received
on or before
such date and the principal component of all Periodic Payments due
on or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Trust Mortgage
Loan, as of any date of determination, the ratio of (x) the
annualized Net
Operating Income (before payment of any debt service on such
Mortgage Loan)
generated by the related Mortgaged Property during the most
recently ended
period of not less than six months and not more than twelve months
for which
financial statements, if available (whether or not audited) have
been received
by or on behalf of the related Mortgage Loan Seller (prior to the
Closing Date
or, in the case of a Qualified Substitute Mortgage Loan, prior to
the relevant
date of determination) or the applicable Master Servicer or the
Special Servicer
(following the Closing Date), to (y) twelve times the amount of the
Periodic
Payment in effect for such Mortgage Loan as of such date of
determination.
"Default Charges": Penalty Interest and/or late payment charges
that
are paid or payable, as the context may require, in respect of any
Mortgage Loan
or REO Loan.
"Defaulted Mortgage Loan": A Mortgage Loan: (i) that is (A)
delinquent 60 days or more in respect of a Periodic Payment (not
including the
Balloon Payment) or (B) delinquent in respect of its Balloon
Payment unless (x)
the related Mortgagor makes an Assumed Periodic Payment on each Due
Date
(commencing with the Due Date of such Balloon Payment) during the
period
contemplated in clause (y), and (y) the applicable Master Servicer
receives,
within 60 days after the Due Date of such Balloon Payment, written
evidence from
an institutional lender of such lender's binding commitment to
refinance such
Mortgage Loan within 120 days after the Due Date of such Balloon
Payment and
either such 120-day period has not expired or it has not been
determined, in
accordance with the definition of "Specially Serviced Mortgage
Loan" that the
refinancing could not reasonably be expected to occur, 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
-27-
related Mortgage and Mortgage Note; or (ii) as to which the Special
Servicer
has, by written notice to the related Mortgagor, accelerated the
maturity of the
indebtedness evidenced by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Mortgage Loan which permits or requires the
related Mortgagor (or permits the holder of such Mortgage Loan to
require the
related Mortgagor) to pledge Defeasance Collateral to such holder
in lieu of
prepayment.
"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 (i) in the case of a Trust Mortgage Loan, the then
outstanding
principal balance of such Mortgage Loan, and (ii) in the case of
any Non-Trust
Loan, the then-aggregate outstanding principal balance of such
Mortgage Loan and
all other Mortgage Loans in the related Loan Combination that are
senior to, or
pari passu with, such Mortgage Loan, which valuation results from a
proceeding
initiated under the Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Definitive Certificate
that is a Non-Registered Certificate.
"Depositor": Merrill Lynch Mortgage Investors, Inc. or its
successor
in interest.
"Depository": The Depository Trust Company, or any successor
depository hereafter named as contemplated by Section 5.03(c). The
nominee of
the initial Depository for purposes of registering those
Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository
shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of
1934, as amended.
"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.
"Designated Sub-Servicer": As defined in Section 3.22(a).
"Determination Date": For any Distribution Date, (i) with respect
to
each Mortgage Loan that has a Due Date on or prior to the fourth
Business Day
prior to such Distribution Date, the fourth Business Day prior to
such
Distribution Date, and (ii) with respect to each other Mortgage
Loan, the Due
Date for such Mortgage Loan in the month in which such Distribution
Date occurs.
For the purposes of this Agreement, with respect to any
Distribution Date, the
"Determination Date" that corresponds to that Distribution Date
(including, for
example, but without limitation, references to "the related
Determination Date")
shall mean the Determination Dates (determined in accordance with
the
-28-
preceding sentence) occurring in the same month as such
Distribution Date that
are applicable to the Mortgage Pool.
"Determination Information": As defined in Section 3.18(b).
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof, the management of
such REO
Property, the holding of such REO Property primarily for sale or
lease or the
performance of any construction work thereon, in each case other
than through an
Independent Contractor; provided, however, that the Trustee (or the
Special
Servicer or any Sub-Servicer on behalf of the Trustee) shall not be
considered
to Directly Operate an REO Property solely because the Trustee (or
the Special
Servicer or any Sub-Servicer on behalf of the Trustee) establishes
rental terms,
chooses tenants, enters into or renews leases, deals with taxes and
insurance,
or makes decisions as to repairs or capital expenditures with
respect to such
REO Property.
"Discount Rate": With respect to any prepaid Trust Mortgage Loan or
Trust REO Loan for purposes of allocating any Prepayment Premium or
Yield
Maintenance Charge received thereon or with respect thereto among
the respective
Classes of the Sequential Pay Certificates (other than any Excluded
Class
thereof), an amount equal to the discount rate stated in the
Mortgage Loan
documents related to such Trust Mortgage Loan or Trust REO Loan
used in
calculating the related Prepayment Premium or Yield Maintenance
Charge; provided
that, if a discount rate is not stated thereon, the "Discount Rate"
will be an
amount equal to the yield (when compounded monthly) on the U.S.
Treasury issue
(primary issue) with a maturity date closest to the maturity date
or Anticipated
Repayment Date, as applicable, for such prepaid Trust Mortgage Loan
or Trust REO
Loan. In the event there are two or more such U.S. Treasury issues
(a) with the
same coupon, the issue with the lowest yield shall apply, and (b)
with maturity
dates equally close to the maturity date or Anticipated Repayment
Date, as
applicable, for the prepaid Trust Mortgage Loan or Trust REO Loan,
the issue
with the earliest maturity date shall apply.
"Disqualified Non-United States Tax Person": With respect to any
Residual Certificate, any Non-United States Tax Person or agent
thereof other
than: (1) a Non-United States Tax Person that (a) holds such
Residual
Certificate and, for purposes of Treasury regulations Section
1.860G-3(a)(3), is
subject to tax under Section 882 of the Code, (b) certifies that it
understands
that, for purposes of Treasury regulations Section
1.860E-1(c)(4)(ii), as a
holder of such Residual Certificate for United States federal
income tax
purposes, it may incur tax liabilities in excess of any cash flows
generated by
such Residual Certificate and intends to pay taxes associated with
holding such
Residual Certificate, and (c) has furnished the Transferor and the
Trustee with
an effective IRS Form W-8ECI or successor form and has agreed to
update such
form as required under the applicable Treasury regulations; or (2)
a Non-United
States Tax Person that has delivered to the Transferor, the Trustee
and the
Certificate Registrar an opinion of nationally recognized tax
counsel to the
effect that (x) the Transfer of such Residual Certificate to it is
in accordance
with the requirements of the Code and the regulations promulgated
thereunder and
(y) such Transfer of such Residual Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization": (i) the United States, any State or
political subdivision thereof, a foreign government, an
international
organization, or any agency or instrumentality of any of the
foregoing, (ii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code
(including the tax imposed by
-29-
Section 511 of the Code on unrelated business taxable income),
(iii) rural
electric and telephone cooperatives described in Section 1381 of
the Code and
(iv) any other Person so designated by the Trustee or the REMIC
Administrator
based upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Residual Certificate by such Person may cause the Trust 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.
"Disqualified Partnership": Any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest": With respect to any Class of
Regular Certificates (other than the Class XR Certificates) for any
Distribution
Date, the Accrued Certificate Interest in respect of such Class of
Certificates
for such Distribution Date, reduced (other than with respect to the
Class XP and
Class XC Certificates) (to not less than zero) by the product of
(a) any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date
(exclusive of
any portion of such Net Aggregate Prepayment Interest Shortfall
allocable to
reduce interest payable with respect to the Class XR Certificates),
multiplied
by (b) a fraction, expressed as a decimal, the numerator of which
is the Accrued
Certificate Interest in respect of the subject Class of
Certificates for such
Distribution Date, and the denominator of which is the aggregate
Accrued
Certificate Interest in respect of all the Classes of Sequential
Pay
Certificates for such Distribution Date; and with respect to the
Class XR
Certificates for any Distribution Date, the Accrued Certificate
Interest in
respect of such Class of Certificates for such Distribution Date,
reduced (but
only if such Distribution Date occurs during or after September
2013) (to not
less zero) by the sum of the products obtained by multiplying, in
the case of
each RLJ Loan, if any, that was the subject of a Prepayment
Interest Shortfall
incurred during the related Collection Period, (i) the portion of
any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date
attributable
to the subject RLJ Loan and (ii) a fraction, the numerator of which
is 0.60%,
and the denominator of which is the Net Mortgage Rate for the
subject RLJ Loan;
provided that, if the aggregate Class Principal Balance of the
Sequential Pay
Certificates is reduced as a result of a Realized Loss caused by a
diversion of
principal collections on the Mortgage Pool to reimburse
Nonrecoverable Advances
and/or pay interest thereon as contemplated by Section 1.02, and if
there is a
subsequent recovery of such amounts that results in the
reinstatement of the
Class Principal Balance of any one or more Classes of Sequential
Pay
Certificates as provided in the definition of "Class Principal
Balance" and the
second paragraph of Section 4.04(a), then the amount of
Distributable
Certificate Interest with respect to each Class of Regular
Certificates for the
next succeeding Distribution Date shall be increased by the amount
of any and
all additional Distributable Certificate Interest that would have
been payable
with respect to the subject Class of Regular Certificates if such
diversion of
principal and the corresponding allocation of a Realized Loss (up
to the amount
of the reinstated balances) had not occurred.
"Distribution Account": The segregated account or accounts created
and maintained 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 ML-CFC Commercial Mortgage Trust 2006-3,
Commercial
Mortgage Pass-Through Certificates, Series 2006-3".
-30-
"Distribution Date": During any given month, the 12th day of such
month, or if the 12th day is not a Business Day, the next
succeeding Business
Day, commencing in October 2006.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Periodic Payment on such Mortgage Loan is
scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date,
the day of the
month set forth in the related Mortgage Note on which each Periodic
Payment on
such Mortgage 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
Periodic Payment on the related Mortgage Loan had been scheduled to
be first
due.
"Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (a)
with respect
to deposits held for 30 days or more in such account, the long-term
deposit or
unsecured debt obligations of which are rated at least "Aa3" by
Moody's and
"AA-" by Fitch (or "A-" by Fitch provided the short-term unsecured
debt
obligations of such institution or trust company are rated at least
"F-1" by
Fitch) (or, with respect to any such Rating Agency, such lower
rating as will
not result in an Adverse Rating Event, as evidenced in writing by
the applicable
Rating Agency), at any time such funds are on deposit therein, or
(b) with
respect to deposits held for less than 30 days in such account, the
short-term
deposits of which are rated at least "P-1" by Moody's and "F-1" by
Fitch (or,
with respect to any such Rating Agency, such lower rating as will
not result in
an Adverse Rating Event) as evidenced in writing by the applicable
Rating Agency
at any time such funds are on deposit therein, (ii) an account or
accounts
maintained with PNC so long as PNC (1) has a long-term unsecured
debt rating of
at least "A" and a short-term rating of at least "F-1" from Fitch
and (2) has a
long-term unsecured debt rating of at least "A1" and a short-term
rating of at
least "P-1" from Moody's, (iii) a segregated trust account or
accounts
maintained with a federal or state chartered depository institution
or trust
company acting in its fiduciary capacity, which, in the case of a
state
chartered depository institution or trust company, is subject to
regulations
regarding fiduciary funds on deposit therein substantially similar
to 12 C.F.R.
ss. 9.10(b), having in either case a combined capital and surplus
of at least
$50,000,000 and subject to supervision or examination by federal or
state
authority, or (iv) any other account the use of which would not, in
and of
itself, cause an Adverse Rating Event, as confirmed in writing by
each Rating
Agency.
"Enhancement/Support Provider": Any enhancement or support provider
contemplated by Item 1114(b) or Item 1115 of Regulation AB with
respect to the
Trust Fund or any one or more Classes of Certificates.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-05 or a review conducted in accordance with the All
Appropriate
Inquiries final rule issued by the United States Environmental
Protection Agency
on November 1, 2005 (40 C.F.R. Part 312), or any successor to
either.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
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"Escrow Payment": Any payment received by either Master Servicer or
the Special Servicer for the account of any Mortgagor for
application toward the
payment of real estate taxes, assessments, insurance premiums,
ground rents (if
applicable) and other similar items in respect of the related
Mortgaged
Property.
"Euroclear": The Euroclear System or any successor.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Servicing Strip": With respect to each Trust Mortgage Loan
and Trust REO Loan being master serviced by Master Servicer No. 1,
that portion
of the Master Servicing Fee for such Mortgage Loan or REO Loan that
represents
interest accrued at the related Excess Servicing Strip Rate.
"Excess Servicing Strip Rate": With respect to each Mortgage Loan
and REO Loan being master serviced by Master Servicer No. 1, the
excess of (x)
the Master Servicing Fee Rate for such Mortgage Loan or REO Loan
over (y) the
sum of (i) 0.01% (one basis point) per annum and (ii) with respect
to any
Mortgage Loan and REO Loan that is not primary serviced by Master
Servicer No.
1, the primary servicing fee rate, if any, for such Mortgage Loan
or REO Loan;
provided that the Excess Servicing Strip Rate with respect to each
Mortgage Loan
and REO Loan shall be subject to reduction by the Trustee pursuant
to Section
3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exchange Act Reportable Event": With respect to (a) the Trustee
or,
if and to the extent specifically applicable thereto or to its
duties on behalf
of the Trustee, any Servicing Representative of the Trustee or any
Trustee
Appointee, any Trustee Reportable Event, (b) either Master Servicer
or, if and
to the extent specifically applicable thereto or to its duties on
behalf of such
Master Servicer, any Servicing Representative of such Master
Servicer, any
Master Servicer Reportable Event, and (c) the Special Servicer or,
if and to the
extent specifically applicable thereto or to its duties on behalf
of the Special
Servicer, any Servicing Representative of the Special Servicer, any
Special
Servicer Reportable Event.
"Exchange Act Reporting Year": Each of (a) the Trust's fiscal year
2006, and (b) any subsequent fiscal year of the Trust, but only if
as of the
beginning of such subsequent fiscal year of the Trust, the
Registered
Certificates are held in the aggregate by at least 300 holders
(which may
consist of (i) in the case of Registered Certificates held in
definitive form,
direct Holders of such Definitive Certificates, and/or (ii) in the
case of
Registered Certificates held in book-entry form through the
Depository,
Depository Participants having accounts with the Depository).
"Exchange Act Reports": As defined in Section 8.16(a).
"Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4,
Class A-1A,
Class AM, Class AJ, Class B, Class C, Class D, Class E, Class F,
Class G and
Class H Certificates.
"Exemption": Either of Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29 (as amended by PTE 97-34, PTE 2000-58 and
PTE 2002-41)
or PTE 2000-55 (as amended by
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PTE 2000-58 and PTE 2002-41), as each may be amended from time to
time, or any
successor thereto, all as issued by the U.S. Department of Labor.
"Exemption-Favored Party": Any of (i) MLPF&S or Countrywide
Securities, (ii) any Person directly or indirectly, through one or
more
intermediaries, controlling, controlled by or under common control
with MLPF&S
or Countrywide Securities, and (iii) any member of any underwriting
syndicate or
selling group of which any Person described in clauses (i) and (ii)
is a manager
or co-manager with respect to a Class of Investment Grade
Certificates.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan,
Corrected
Mortgage Loan or REO Property (other than a Mortgage Loan or REO
Property, as
the case may be, that was purchased or replaced by any of the
Mortgage Loan
Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement, or that was
purchased by the Plurality Subordinate Certificateholder or the
Special Servicer
or any assignee of the foregoing pursuant to Section 3.18, or by
the related
B-Note Loan Holder (in the case of an A-Note Trust Mortgage Loan)
pursuant to
the related Loan Combination Intercreditor Agreement or by the
applicable Master
Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder
pursuant to Section 9.01) that there has been a recovery of all
Insurance
Proceeds, Liquidation Proceeds, REO Revenues and other payments or
recoveries
that the Special Servicer has determined, in accordance with the
Servicing
Standard, will be ultimately recoverable.
"Fiscal Agent": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.18 to act as fiscal agent.
"Fitch": Fitch, Inc. or its successor in interest. If neither such
Rating Agency nor any successor remains in existence, "Fitch" shall
be deemed to
refer to such other nationally recognized statistical rating
organization or
other comparable Person designated by the Depositor, notice of
which designation
shall be given to the Trustee, the Master Servicers, the Special
Servicer and
any Fiscal Agent, and specific ratings of Fitch herein referenced
shall be
deemed to refer to the equivalent ratings of the party so
designated.
"Form 8-K": Exchange Act Form 8-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing current reports under
Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule
15d-11, and for
reports of nonpublic information required to be disclosed by
Regulation FD (17
C.F.R. 243.100 and 243.101). For purposes of this Agreement, "Form
8-K" shall be
deemed to include any successor or equivalent Exchange Act form
adopted by the
Commission.
"Form 8-K Current Report": A current report on Form 8-K.
"Form 8-K Required Information": Any and all information, including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 8-K.
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"Form 10-D": Exchange Act Form 10-D, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing distribution reports
under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or
Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-D Distribution Report": A distribution report on Form
10-D.
"Form 10-D Required Information": Any and all information,
including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 10-D.
"Form 10-K": Exchange Act Form 10-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing annual reports
pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is
prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of
the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-K Annual Report": An annual report on Form 10-K.
"Form 10-K Required Information": Any and all information,
including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 10-K.
"Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan or
Trust REO Loan, the excess, if any, of (i) any and all Liquidation
Proceeds
collected with respect to such Mortgage Loan or the related REO
Property, as the
case may be, net of any related liquidation expenses, P&I
Advances, Servicing
Advances, Principal Recovery Fees, interest on Advances, Master
Servicing Fees,
Special Servicing Fees and Additional Trust Fund Expenses, and if
applicable,
further net of any portion of such Liquidation Proceeds payable to
the related
Non-Trust Noteholder(s) (if any), over (ii) the Purchase Price for
such Trust
Mortgage Loan or Trust REO Loan, as the case may be, on the date on
which such
Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A segregated custodial account
(which may be a sub-account of the Distribution Account) created
and maintained
by the Trustee pursuant to Section 3.04(e) in trust for the
Certificateholders,
which shall be entitled (in the case of a sub-account, if such
sub-account is
permitted to be separately titled) "LaSalle Bank National
Association, as
Trustee, in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series
2006-3,
Gain-on-Sale Reserve Account".
"Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global
Certificate or
the related Regulation S Global Certificate.
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"Grantor Trust E": That certain "grantor trust" (within the meaning
of the Grantor Trust Provisions), the assets of which consist of
the Excess
Servicing Strip with respect to the Mortgage Loans and any
successor REO Loans
and amounts held from time to time in the Collection Accounts that
represent the
Excess Servicing Strip.
"Grantor Trust E Assets": The segregated pool of assets comprising
Grantor Trust E.
"Grantor Trust Provisions": Subpart E of Subchapter J of the Code.
"Grantor Trust Z": That certain "grantor trust" (within the meaning
of the Grantor Trust Provisions), the assets of which consist of
any Additional
Interest with respect to the Trust ARD Loans and any successor
Trust REO Loans
after their respective Anticipated Repayment Dates and amounts held
from time to
time in the Collection Accounts and/or the Additional Interest
Account that
represent Additional Interest.
"Grantor Trust Z Assets": The segregated pool of assets comprising
Grantor Trust Z.
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged
Property or space
lease within such Mortgaged Property, the lease agreement creating
such
leasehold interest.
"Group 1 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations now existing or hereafter enacted, and
specifically
including, without limitation, asbestos and asbestos-containing
materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"Impound Reserve": As defined in Section 3.16(c).
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, any
Mortgage Loan
Seller, either Master Servicer, the Special Servicer, the
Controlling Class
Representative, the Trustee, any Fiscal Agent and any and all
Affiliates thereof
(and, with respect to any Loan Combination, any of the related
Non-Trust
Noteholder(s) and any and all Affiliates thereof), (ii) does not
have any direct
financial interest in or any material indirect financial interest
in any of the
Depositor, any Mortgage Loan Seller, either Master Servicer, the
Special
Servicer, the Controlling Class Representative, the Trustee, any
Fiscal Agent or
any Affiliate thereof (or, with respect to any Loan Combination,
any of the
related Non-Trust Noteholder(s) or any Affiliate thereof), and
(iii) is not
connected with the Depositor, any Mortgage Loan Seller, either
Master Servicer,
the Controlling Class Representative, the Special Servicer, the
Trustee, any
Fiscal Agent or any Affiliate
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thereof (or, with respect to any Loan Combination, any of the
related Non-Trust
Noteholder(s) or any Affiliate thereof) as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, that a Person shall not fail to be Independent
of the
Depositor, any Mortgage Loan Seller, either Master Servicer, the
Controlling
Class Representative, the Special Servicer, the Trustee, any Fiscal
Agent or any
Affiliate thereof (or, with respect to any Loan Combination, any of
the related
Non-Trust Noteholder(s) or any Affiliate thereof) merely because
such Person is
the beneficial owner of 1% or less of any class of securities
issued by the
Depositor, any Mortgage Loan Seller, either Master Servicer, the
Special
Servicer, the Controlling Class Representative, the Trustee, any
Fiscal Agent or
any Affiliate thereof (or, with respect to any Loan Combination,
any of the
related Non-Trust Noteholder(s) or any Affiliate thereof), as the
case may be.
"Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal
Institute, and, if
the State in which the subject Mortgaged Property is located
certifies or
licenses appraisers, certified or licensed in such State, and in
each such case,
who has a minimum of five years experience in the subject property
type and
market.
"Independent Contractor": (a) Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning
of Section
856(d)(3) of the Code if REMIC I 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
either Master
Servicer, the Special Servicer, the Trustee, any Fiscal Agent or
the Trust Fund,
delivered to the Trustee (and, if a Loan Combination is involved,
to the related
Non-Trust Noteholder(s)), provided that (i) such REMIC does not
receive or
derive any income from such Person and (ii) the relationship
between such Person
and such REMIC is at arm's length, all within the meaning of
Treasury
regulations Section 1.856-4(b)(5), or (b) any other Person upon
receipt by the
Trustee (and, if a Loan Combination is involved, by the related
Non-Trust
Noteholder(s)) of an Opinion of Counsel, which shall be at no
expense to either
Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent 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 for purposes of Section
860D(a) of the
Code, or cause any income realized in respect of such REO Property
to fail to
qualify as Rents from Real Property, due to such Person's failure
to be treated
as an Independent Contractor.
"Initial Form 8-K Current Reports": As defined in Section 8.16.
"Initial Purchaser": Each of MLPF&S and Countrywide Securities.
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"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.
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"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors,
as the case may be, pursuant to the terms of the related Mortgage
or lease, in
accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.07(d).
"Interest Accrual Period": With respect to any Distribution Date,
the calendar month immediately preceding the calendar month in
which such
Distribution Date occurs.
"Interest Reserve Account": The segregated account (which may be a
sub-account of the Distribution Account) created and maintained by
the Trustee
pursuant to Section 3.04(c) in trust for Certificateholders, which
shall be
entitled (in the case of a sub-account, if such sub-account is
permitted to be
separately titled) "LaSalle Bank National Association, as Trustee,
on behalf of
and in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series
2006-3".
"Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each
year subsequent
to 2006 and in January of each year subsequent to 2006 that is not
a leap year,
an amount equal to one day's interest at the related Net Mortgage
Rate on the
related Stated Principal Balance as of the Due Date in the month in
which such
Distribution Date occurs (but prior to the application of any
amounts owed on
such Due Date), to the extent a Periodic Payment or P&I Advance
is made in
respect thereof for such Due Date as of the related P&I Advance
Date, in the
case of a Periodic Payment, or as of the related Distribution Date,
in the case
of a P&I Advance.
"Interest Reserve Loan": Each Trust Mortgage Loan that is an
Actual/360 Mortgage Loan and each Trust REO Loan that relates to an
Actual/360
Mortgage Loan.
"Interested Person": The Depositor, each Mortgage Loan Seller, each
Master Servicer, the Special Servicer, any Independent Contractor
hired by the
Special Servicer, any related Non-Trust Noteholder, any Holder of a
Certificate
or any Affiliate of any such Person.
"Internet Website": Either the Internet website maintained by the
Trustee (located at "www.etrustee.net" or such other address as
provided to the
parties hereto from time to time) or the Internet website
maintained by either
Master Servicer, as the case may be.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating
categories
by at least one Rating Agency.
"Investment Period": With respect to any Distribution Date and (i)
each of the Collection Accounts, any Servicing Account, any Reserve
Account, any
REO Account and any Loan Combination Custodial Account, the related
Collection
Period and (ii) each of the Distribution Account, the Interest
Reserve Account,
the Additional Interest Account and the Gain-on-Sale Reserve
Account, the
related Trustee Investment Period.
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"LaSalle": LaSalle Bank National Association, a national banking
association, or its successor in interest.
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, other than Penalty
Interest,
whether as payments, Insurance Proceeds, Liquidation Proceeds or
otherwise,
which represent late collections of the principal and/or interest
portions of a
Scheduled Payment (other than a Balloon Payment) or an Assumed
Periodic Payment
in respect of such Mortgage Loan due or deemed due on a Due Date in
a previous
Collection Period, and not previously recovered. With respect to
any REO Loan,
all amounts received in connection with the related REO Property
during any
Collection Period, other than Penalty Interest, whether as
Insurance Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a
Scheduled Payment
(other than a Balloon Payment) or an Assumed Periodic Payment in
respect of the
predecessor Mortgage Loan or of an Assumed Periodic Payment in
respect of such
REO Loan due or deemed due on a Due Date in a previous Collection
Period and not
previously recovered.
"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 or replaced by a Mortgage Loan Seller pursuant
to the
applicable Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Plurality Subordinate Certificateholder, the
Special Servicer
or any assignee thereof pursuant to Section 3.18 or by either
Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder
pursuant to
Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan,
such Mortgage
Loan is purchased by the related B-Note Loan Holder pursuant to the
related Loan
Combination Intercreditor Agreement; (vi) such Mortgage Loan is
purchased by a
mezzanine lender pursuant to the related mezzanine intercreditor
agreement; or
(vii) such Mortgage Loan is removed from the Trust by the Sole
Certificate Owner
in connection with an exchange of all of the outstanding
Certificates owned by
the Sole Certificate Owner for all of the Trust Mortgage Loans and
each REO
Property remaining in the Trust Fund pursuant to Section 9.01. 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 or replaced by a Mortgage Loan
Seller pursuant to
the applicable Mortgage Loan Purchase Agreement; (iii) such REO
Property is
purchased by either Master Servicer, the Special Servicer or the
Plurality
Subordinate Certificateholder pursuant to Section 9.01; or (iv)
such REO
Property is removed from the Trust Fund by the Sole Certificate
Owner in
connection with an exchange of all of the outstanding Certificates
owned by the
Sole Certificate Owner for all of the Trust Mortgage Loans and each
REO Property
remaining in the Trust Fund pursuant to Section 9.01.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by either Master Servicer or
the Special
Servicer in connection with: (i) the taking of all or a part of a
Mortgaged
Property or REO Property by exercise of the power of eminent domain
or
condemnation, subject, however, to the rights of any tenants and
ground lessors,
as the case may be, and the rights of the Mortgagor under the terms
of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or
other
collateral constituting security for a defaulted Mortgage Loan,
through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Mortgagor in
accordance
with applicable law and the terms and conditions of the related
Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment
obtained
against a
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Mortgagor; (iv) the purchase of a Trust Defaulted Mortgage Loan by
the Plurality
Subordinate Certificateholder, the Special Servicer or any assignee
thereof
pursuant to Section 3.18; (v) the repurchase or substitution of a
Trust Mortgage
Loan or REO Property by a Mortgage Loan Seller, pursuant to the
applicable
Mortgage Loan Purchase Agreement; (vi) the purchase of a Trust
Mortgage Loan or
REO Property by either Master Servicer, the Special Servicer, or
the Plurality
Subordinate Certificateholder pursuant to Section 9.01; (vii) the
purchase of an
A-Note Trust Mortgage Loan by the related B-Note Loan Holder
pursuant to the
related Loan Combination Intercreditor Agreement; (viii) the
purchase of a
Mortgage Loan by a mezzanine lender pursuant to the related
mezzanine
intercreditor agreement; or (ix) the removal of a Mortgage Loan or
REO Property
from the Trust Fund by the Sole Certificate Owner in connection
with an exchange
of all of the outstanding Certificates owned by the Sole
Certificate Owner for
all of the Trust Mortgage Loans and each REO Property remaining in
the Trust
Fund pursuant to Section 9.01.
"Loan Combination": Collectively, each A-Note Trust Mortgage Loan
and the related B-Note Non-Trust Loan. The term "Loan Combination"
shall include
any successor REO Loan with respect to the applicable Mortgage
Loans comprising
such Loan Combination.
"Loan Combination Controlling Party": With respect to the
Stonestown
Mall Loan Combination, the Stonestown Mall Loan Combination
Controlling Party.
"Loan Combination Custodial Account": With respect to any Loan
Combination, the separate account (which may be a sub-account of
the applicable
Collection Account) created and maintained by the applicable Master
Servicer
pursuant to Section 3.04(h) and held on behalf of the
Certificateholders and the
related Non-Trust Noteholder, which shall be entitled (in the case
of a
sub-account, if such sub-account is permitted to be separately
titled)
substantially as follows: "[MASTER SERVICER NAME], as Master
Servicer for
LaSalle Bank National Association, as Trustee, on behalf of and in
trust for the
registered holders of ML-CFC Commercial Mortgage Trust 2006-3,
Commercial
Mortgage Pass-Through Certificates, Series 2006-3, and [name of the
related
Non-Trust Noteholder(s)], as their interests may appear". Any such
account shall
be an Eligible Account.
"Loan Combination Intercreditor Agreement": With respect to each
Loan Combination, each intercreditor agreement in effect between
(i) the Trust
Fund as holder of the related Trust Mortgage Loan and (ii) the
Non-Trust
Noteholder(s).
"Loan Combination Mortgaged Property": The Mortgaged Property
securing a Loan Combination.
"Loan Combination REO Account": With respect to each Loan
Combination, a segregated account or accounts created and
maintained by the
Special Servicer pursuant to Section 3.16 on behalf of the Trustee,
in trust for
the Certificateholders, and the related Non-Trust Noteholder, which
shall be
entitled "ING Clarion Partners, LLC, as Special Servicer for
LaSalle Bank
National Association, as Trustee in trust for registered holders of
ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates,
Series 2006-3, and [name of the related Non-Trust Noteholder(s)],
as their
interests may appear".
"Loan Combination REO Property": With respect to each Loan
Combination, the related Mortgaged Property if such Mortgaged
Property is
acquired on behalf and in the name of the Trust Fund, for the
benefit of the
Certificateholders, and the related Non-Trust Noteholder(s), as
their interests
-39-
may appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or
otherwise in accordance with applicable law in connection with the
default or
imminent default of such Loan Combination.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Trust Mortgage Loans that
are Group 1 Mortgage Loans and any successor Trust 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, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 1, taking into account adjustments in accordance with Section
1.02.
"Loan Group 2": Collectively, all of the Trust Mortgage Loans that
are Group 2 Mortgage Loans and any successor Trust 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, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 2, taking into account adjustments in accordance with Section
1.02.
"Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as
of any date of determination, a fraction, expressed as a
percentage, the
numerator of which is the then current principal amount of such
Mortgage Loan,
as adjusted in accordance with the considerations specified in
Section
3.08(a)(i), and the denominator of which is the Appraised Value of
the related
Mortgaged Property.
"Master Servicer": With respect to the Merrill Trust Mortgage Loans
and the PNC Trust Mortgage Loans (and, in each case, any related
B-Note
Non-Trust Loan), Master Servicer No. 1, and with respect to the
Countrywide
Trust Mortgage Loans (and any related B-Note Non-Trust Loan),
Master Servicer
No. 2.
"Master Servicer No. 1": Midland or any successor Master Servicer
thereto appointed as herein provided.
"Master Servicer No. 2": Capmark or any successor Master Servicer
thereto appointed as herein provided.
"Master Servicer Indemnification Agreement": With respect to
Midland, that certain Master Servicer No. 1 Indemnification
Agreement, dated as
September 22, 2006, between Midland, the Depositor, the
Underwriters and the
Initial Purchasers; and with respect to Capmark, that certain
Master Servicer
No. 2 Indemnification Agreement, dated as September 22, 2006,
between Capmark,
the Depositor, the Underwriters and the Initial Purchasers.
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"Master Servicer Reportable Event": With respect to either Master
Servicer, any of the following events, conditions, circumstances
and/or matters:
(i)
the entry into or amendment to a definitive agreement that
is material to the Subject Securitization Transaction, including,
for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if such Master Servicer or
any
Servicing Representative of such Master Servicer is a party to such
agreement or has entered into such agreement on behalf of the Trust
[ITEM
1.01 ON FORM 8-K];
(ii)
the termination of a definitive agreement that is material
to the Subject Securitization Transaction (otherwise than by
expiration of
the agreement on its stated termination date or as a result of all
parties
completing their obligations under such agreement), but only if
such
Master Servicer or any Servicing Representative of such Master
Servicer is
a party to such agreement or has entered into such agreement on
behalf of
the Trust [ITEM 1.02 ON FORM 8-K];
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the
existing
directors and officers in possession but subject to the supervision
and
orders of a court or governmental authority, but only if the
subject
Material Debtor is (A) such Master Servicer, (B) any Servicing
Representative of such Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Mortgage Loan [ITEM 1.03(a) ON
FORM
8-K];
(iv)
the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or
governmental
authority having supervision or jurisdiction over substantially all
of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) such Master Servicer, (B) any Servicing
Representative of such Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Mortgage Loan [ITEM 1.03(b) ON
FORM
8-K];
(v)
any resignation, removal, replacement or substitution of (A)
such Master Servicer or (B) any Servicing Representative of such
Master
Servicer that constitutes a Servicer contemplated by Item
1108(a)(2) of
Regulation AB [ITEM 6.02 ON FORM 8-K];
(vi)
any appointment of (A) a new Master Servicer or (B) any new
Servicing Representative of such Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB [ITEM
6.02 ON
FORM 8-K];
(vii)
any nonpublic disclosure, by such Master Servicer or any
Servicing Representative of such Master Servicer, with respect to
the
Subject Securitization Transaction (other than disclosure required
pursuant to this Agreement) that is required to be disclosed by
Regulation
FD (17 C.F.R. 243.100 through 243.103) [ITEM 7.01 ON FORM 8-K];
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(viii)
any other information of importance to Certificateholders
(determined by such Master Servicer in accordance with the
Servicing
Standard) that (A) is not otherwise required to be included in the
Distribution Date Statement, the CMSA Special Servicer Loan File or
any
other report to be delivered or otherwise made available to
Certificateholders hereunder, and (B) such Master Servicer has
determined,
in accordance with the Servicing Standard, could have a material
adverse
effect on the value of a Mortgaged Property as collateral for a
Performing
Mortgage Loan or the ability of a Mortgaged Property to generate
sufficient cash flow for the related Mortgagor to meet its debt
service
obligations under the related Performing Mortgage Loan [ITEM 8.01
ON FORM
8-K];
(ix)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if
such
Master Servicer is controlling the subject litigation or if the
subject
Material Litigant is (A) such Master Servicer, (B) any Servicing
Representative of such Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Mortgage Loan [ITEM 2 ON FORM
10-D
AND GENERAL INSTRUCTION J TO FORM 10-K];
(x)
the receipt by or on behalf of such Master Servicer or any
Servicing Representative of such Master Servicer of any updated
financial
statements, balance sheets, rent rolls or other financial
information
regarding a Significant Obligor with respect to a Performing
Mortgage Loan
that is required to be provided under Item 1112(b) of Regulation AB
[ITEM
6 ON FORM 10-D AND GENERAL INSTRUCTION J TO FORM 10-K];
(xi)
to the extent not otherwise disclosed in the Prospectus
Supplement, whether such Master Servicer has become an affiliate
(as
defined in Rule 405 of the Securities Act) of any of (A) the Trust,
(B)
the Depositor, (C) a Mortgage Loan Seller, (D) the Trustee, (E) the
Special Servicer, (F) any Servicing Representative of such Master
Servicer
that constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation
AB or (G) any Significant Obligor [GENERAL INSTRUCTION J TO FORM
10-K];
and
(xii)
to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the
Subject
Securitization Transaction or the Mortgage Loans contemplated by
Item
1119(c) of Regulation AB between a Mortgage Loan Seller or the
Trust, on
the one hand, and such Master Servicer or any Servicing
Representative of
such Master Servicer, on the other hand [GENERAL INSTRUCTION J TO
FORM
10-K];
provided that, in the case of clauses (ii), (iv), (ix) and (xii)
above, if a
Servicing Representative is a Designated Sub-Servicer, the subject
event,
condition, circumstance and/or matter shall constitute a Master
Servicer
Reportable Event with respect to such Servicing Representative only
if the
Master Servicer has knowledge thereof.
"Master Servicing Fee": With respect to each Mortgage Loan and any
successor REO Loan with respect thereto, the fee payable to the
applicable
Master Servicer pursuant to Section 3.11(a).
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"Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan, the per annum rate equal to the sum of the rates set forth
under the
columns "Master Servicing Fee Rate", "Primary Servicing Fee Rate"
and the
"Sub-Servicing Fee Rate" on the Mortgage Loan Schedule. With
respect to each of
the Stonestown Mall B-Note Non-Trust Loan and the
Sportmart/Westwood Storage
B-Note Non-Trust Loan, a per annum rate equal to 0.01% (which
represents
compensation to the applicable Master Servicer for primary
servicing such
Non-Trust Loan).
"Material Debtor": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
(iii)
each of the parties to this Agreement;
(iv)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(v)
any Significant Obligor;
(vi)
any Enhancement/Support Provider; and
(vii)
any other material party contemplated by Item 1100(d)(1) of
Regulation AB relating to the relating to the Subject
Securitization
Transaction.
"Material Litigant": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
(iii)
the Depositor;
(iv)
the Trustee;
(v)
each Master Servicer;
(vi)
the Special Servicer;
(vii)
any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(viii)
any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB; and
(ix)
any other party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction.
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"Merrill Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of September 22, 2006, between
the Depositor
and MLMLI and relating to the transfer of the Merrill Trust
Mortgage Loans to
the Depositor.
"Merrill Trust Mortgage Loan": Each Trust Mortgage Loan transferred
and assigned to the Depositor pursuant to the Merrill Mortgage Loan
Purchase
Agreement.
"Midland": Midland Loan Services, Inc., a Delaware corporation, or
its successor in interest.
"MLMLI": Merrill Lynch Mortgage Lending, Inc. or its successor in
interest.
"MLPF&S": Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a
Delaware corporation, or its successor in interest.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such Rating Agency nor any successor remains
in existence,
"Moody's" shall be deemed to refer to such other nationally
recognized
statistical rating organization or other comparable Person
designated by the
Depositor, notice of which designation shall be given to the
Trustee, the Master
Servicers, the Special Servicer and any Fiscal Agent, 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, the mortgage, deed
of
trust, deed to secure debt or similar instrument that secures the
Mortgage Note
and creates a lien on the fee or leasehold interest in the related
Mortgaged
Property.
"Mortgage File": With respect to any Trust Mortgage Loan and, in
the
case of any Trust Mortgage Loan that is part of a Loan Combination,
also with
respect to the related Non-Trust Loan(s), collectively the
following documents
(which, in the case of a Loan Combination, except for the Mortgage
Notes
referred to in clause (i) of this definition and any modifications
thereof
referred to in clause (vi) of this definition, relate to the entire
Loan
Combination):
(i)
(A) the original executed Mortgage Note for such Trust
Mortgage Loan, including any power of attorney related to the
execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all
intervening
endorsements thereon, endorsed on its face or by allonge attached
thereto
(without recourse, representation or warranty, express or implied)
to the
order of LaSalle Bank National Association, as trustee for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
Mortgage
Pass-Through Certificates, Series 2006-3, or in blank, and (B) in
the case
of a Loan Combination, a copy of the executed Mortgage Note for
each
related Non-Trust Loan;
(ii)
an original or a copy of the Mortgage, together with
originals or copies of any and all intervening assignments thereof,
in
each case (unless not yet returned by the applicable recording
office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
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(iii)
an original or a copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage),
together
with originals or copies of any and all intervening assignments
thereof,
in each case (unless not yet returned by the applicable recording
office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
(iv)
an original executed assignment, in recordable form
(except for completion of the assignee's name, if the assignment is
delivered in blank, and any missing recording information) or a
certified
copy of that assignment as sent for recording, of (A) the Mortgage,
(B)
any related Assignment of Leases (if such item is a document
separate from
the Mortgage) and (C) any other recorded document relating to such
Trust
Mortgage Loan otherwise included in the Mortgage File, in favor of
LaSalle
Bank National Association, as trustee for the registered holders of
ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates, Series 2006-3 (or, in the case of a Loan Combination,
in
favor of LaSalle Bank National Association, as trustee for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
Mortgage
Pass-Through Certificates, Series 2006-3, and in its capacity as
lead
lender on behalf of the holder of the related Non-Trust Loan(s)),
or in
blank;
(v)
an original assignment of all unrecorded documents
relating to the subject Trust Mortgage Loan (to the extent not
already
assigned pursuant to clause (iv) above), in favor of LaSalle Bank
National
Association, as trustee for the registered holders of ML-CFC
Commercial
Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates,
Series 2006-3 (or, in the case of a Loan Combination, in favor of
LaSalle
Bank National Association, as trustee for the registered holders of
ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates, Series 2006-3, and in its capacity as lead lender on
behalf
of the holder of the related Non-Trust Loan(s)), or in blank;
(vi)
originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where
the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Trust Mortgage Loan has
been
assumed;
(vii)
the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or a copy of an irrevocable, binding
commitment
(which may be a pro forma policy or a marked version of the policy
that
has been executed by an authorized representative of the title
company or
an agreement to provide the same pursuant to binding escrow
instructions
executed by an authorized representative of the title company) to
issue
such title insurance policy;
(viii)
any filed copies or other evidence of filing of any
prior UCC Financing Statements in favor of the originator of such
Trust
Mortgage Loan or in favor of any assignee prior to the Trustee (but
only
to the extent the Mortgage Loan Seller had possession of such UCC
Financing Statements prior to the Closing Date) and, if there is an
effective UCC Financing Statement in favor of the Mortgage Loan
Seller on
record with the applicable public office for UCC Financing
Statements, a
UCC Financing Statement assignment, in form suitable for filing in
favor
of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
Mortgage
Pass-Through Certificates, Series
-45-
2006-3, as assignee (or, in the case of a Loan Combination, in
favor of
LaSalle Bank National Association, as trustee for the registered
holders
of ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage
Pass-Through Certificates, Series 2006-3, and in its capacity as
lead
lender on behalf of the holder of the related Non-Trust Loan(s)),
or in
blank;
(ix)
an original or a copy of any Ground Lease and any
related ground lessor estoppel or any guaranty;
(x)
an original or a copy of any intercreditor agreement
relating to permitted debt of the Mortgagor (including, in the case
of a
Trust Mortgage Loan that is part of a Loan Combination, any related
Loan
Combination Intercreditor Agreement) and any intercreditor
agreement
relating to mezzanine debt related to the Mortgagor;
(xi)
an original or a copy of any loan agreement, any
escrow or reserve agreement, any security agreement, any management
agreement, any agreed upon procedures letter, any lockbox or cash
management agreements, any environmental reports or any letter of
credit
(which letter of credit shall not be delivered in original form to
the
Trustee but rather to the applicable Master Servicer), in each case
relating to such Trust Mortgage Loan; and
(xii)
with respect to a Trust Mortgage Loan secured by a
hospitality property, a signed copy of any franchise agreement
and/or
franchisor comfort letter;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or the Custodian for documents
described in clause
(vi) of this definition, shall be deemed to include only such
documents to the
extent the Trustee or Custodian has actual knowledge of their
existence.
"Mortgage Loan": Any Trust Mortgage Loan or any Non-Trust Loan. As
used herein, the term "Mortgage Loan" includes the related Mortgage
Note,
Mortgage and other security documents contained in the related
Mortgage File or
otherwise held on behalf of the Trust and/or any Non-Trust
Noteholder, as
applicable.
"Mortgage Loan Purchase Agreement": Each of the Countrywide
Mortgage
Loan Purchase Agreement, the PNC Mortgage Loan Purchase Agreement
and the
Merrill Mortgage Loan Purchase Agreement.
"Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of REMIC I,
respectively,
attached hereto as Schedule I and in a computer readable format.
Such list shall
set forth the following information with respect to each Trust
Mortgage Loan:
(i)
the loan identification number (as specified in Annex
A-1 to the Prospectus);
(ii)
the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
-46-
(iii)
the Cut-off Date Balance;
(iv)
(A) the amount of the Periodic Payment due on the
first Due Date following the Closing Date and (B) the monthly Due
Date;
(v)
the Net Mortgage Rate as of the Cut-off Date and the
original Mortgage Rate;
(vi)
the (A) original term to stated maturity, (B)
remaining term to stated maturity and (C) Stated Maturity Date;
(vii)
the original and remaining amortization term;
(viii)
whether the Trust Mortgage Loan is secured by a Ground
Lease;
(ix)
the Master Servicing Fee Rate;
(x)
whether such Trust Mortgage Loan is an ARD Loan and if
so the Anticipated Repayment Date and Additional Interest Rate for
such
ARD Loan;
(xi)
the related Mortgage Loan Seller and, if different,
the related originator;
(xii)
whether such Trust Mortgage Loan is insured by an
environmental policy;
(xiii)
whether such Trust Mortgage Loan is cross-defaulted or
cross-collateralized with any other Trust Mortgage Loan;
(xiv)
whether such Trust Mortgage Loan is a Defeasance Loan;
(xv)
whether the Trust Mortgage Loan is secured by a letter
of credit;
(xvi)
whether payments on such Trust Mortgage Loan are made
to a lock-box;
(xvii)
the amount of any Reserve Funds escrowed in respect of
each Trust Mortgage Loan;
(xviii) the number of days of any grace period permitted in
respect of any Periodic Payment due under such Trust Mortgage Loan;
(xix)
the property type of the related Mortgaged Property as
reported in the rent roll;
(xx)
the original principal balance of such Trust Mortgage
Loan;
(xxi)
the interest accrual basis of such Trust Mortgage
Loan;
(xxii)
the primary servicing fee rate, if any, for such Trust
Mortgage Loan; and
(xxiii) the applicable Loan Group to which the Trust Mortgage
Loan belongs.
-47-
"Mortgage Loan Seller": Each of Countrywide, PNC and MLMLI.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool": Collectively, all of the Trust Mortgage Loans and
any Trust REO Loans. The Non-Trust Loans shall not constitute part
of the
Mortgage Pool.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the fixed annualized rate, not
including any
Additional Interest Rate, at which interest is scheduled (in the
absence of a
default) to accrue on such Mortgage Loan from time to time in
accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage
Loan after its
Stated Maturity Date, the annualized rate described in clause (i)
above
determined without regard to the passage of such Stated Maturity
Date, but
giving effect to any modification thereof as contemplated by
Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as
applicable, above determined as if the predecessor Mortgage Loan
had remained
outstanding.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has not signed the related
Mortgage Note but
owns an interest in the related Mortgaged Property, which interest
has been
encumbered to secure such Mortgage Loan, and any Person that has
acquired the
related Mortgaged Property and assumed the obligations of the
original obligor
under the Mortgage Note, but excluding guarantors that do not own
the related
Mortgaged Property.
"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 Trust Mortgage Loans during the
related Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicers in
their respective Collection Accounts for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls on the
Trust Mortgage Loans.
"Net Investment Earnings": With respect to each of the Collection
Accounts, the Interest Reserve Account, any Servicing Account, any
Reserve
Account, any REO Account, the Distribution Account, any Loan
Combination
Custodial Account, the Additional Interest Account and the
Gain-on-Sale Reserve
Account, for any Investment Period, the amount, if any, by which
the aggregate
of all interest and other income realized during such Investment
Period on funds
held in such account, exceeds the aggregate of all losses, if any,
incurred
during such Investment Period in connection with the investment of
such funds in
accordance with Section 3.06 (other than losses of what would have
otherwise
constituted interest or other income earned on such funds).
"Net Investment Loss": With respect to each of the Collection
Accounts, any Servicing Account, any Reserve Account, any REO
Account, the
Distribution Account, any Loan Combination Custodial Account, the
Interest
Reserve Account, the Additional Interest Account and the
Gain-on-Sale Reserve
Account, for any Investment Period, the amount by which the
aggregate of all
losses, if any, incurred during such Investment Period in
connection with the
investment of funds held in such account in accordance with Section
3.06 (other
than losses of what would have otherwise constituted interest or
-48-
other income earned on such funds), exceeds the aggregate of all
interest and
other income realized during such Investment Period on such funds.
"Net Mortgage Pass-Through Rate":
(A)
With respect to any Trust Mortgage Loan (or any successor
Trust REO Loan with respect thereto) that accrues (or is deemed to
accrue)
interest on a 30/360 Basis, for any Distribution Date, an annual
rate
equal to the Net Mortgage Rate for such Trust Mortgage Loan as of
the
Closing Date (without regard to any modification, waiver or
amendment of
the terms of such Trust Mortgage Loan subsequent to the Closing
Date); and
(B)
With respect to any Trust Mortgage Loan (or any successor
Trust REO Loan with respect thereto) that accrues interest on an
Actual/360 Basis, for any Distribution Date, an annual rate equal
to
twelve times a fraction, expressed as a percentage:
(1)
the numerator of which fraction is, subject to
adjustment as described below in this definition, an
amount of interest equal to the product of (a) the
number of days in the calendar month preceding the month
in which such Distribution Date occurs, multiplied by
(b) the Stated Principal Balance of such Trust Mortgage
Loan (or such Trust REO Loan) immediately preceding such
Distribution Date, multiplied by (c) 1/360, multiplied
by (d) the Net Mortgage Rate for such Trust Mortgage
Loan as of the Closing Date (without regard to any
modification, waiver or amendment of the terms of such
Trust Mortgage Loan subsequent to the Closing Date and,
in the case of an RLJ Loan, commencing with the
Distribution Date in September 2013, reduced by 60 basis
points); and
(2)
the denominator of which fraction is the Stated
Principal Balance of such Trust Mortgage Loan (or such
Trust REO Loan) immediately preceding that Distribution
Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2006, then the amount of interest referred to in the
fractional
numerator described in clause (B)(1) above will be decreased to
reflect any
Interest Reserve Amounts with respect to the subject Trust Mortgage
Loan (or
Trust REO Loan) transferred from the Distribution Account to the
Interest
Reserve Account in such calendar month (exclusive, in the case of
an RLJ Loan or
any successor Trust REO Loan with respect thereto, of the portion
of each
related Interest Reserve Amount allocable to the Class XR
Certificates).
Furthermore, if the subject Distribution Date occurs during March
of any year
subsequent to 2006, then the amount of interest referred to in the
fractional
numerator described in clause (B)(1) above will be increased to
reflect any
Interest Reserve Amounts with respect to the subject Trust Mortgage
Loan (or
Trust REO Loan) transferred from the Interest Reserve Account to
the
Distribution Account for distribution on such Distribution Date
(exclusive, in
the case of an RLJ Loan or any successor Trust REO Loan with
respect thereto, of
the portion of each related Interest Reserve Amount allocable to
the Class XR
Certificates). For purposes of the foregoing, the portion of an
Interest Reserve
Amount with respect to any RLJ Loan or any successor Trust REO Loan
with respect
thereto that is allocable to the Class XR Certificates shall equal:
(a) prior to
September 2013, zero; (b) during and after September 2013, the
product of (i)
the full amount of such Interest Reserve Amount, multiplied by (ii)
a fraction,
the numerator of which is 0.60%,
-49-
and the denominator of which is the related Net Mortgage Rate as of
the Closing
Date (without regard to any modification, waiver or amendment of
the subject RLJ
Loan subsequent to the Closing Date).
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or any
Trust REO Loan, as of any date of determination, a rate per annum
equal to the
related Mortgage Rate minus the sum of the Trustee Fee Rate and the
applicable
Master Servicing Fee Rate; and, with respect to any Non-Trust Loan
or any
successor REO Loan with respect thereto, the related Mortgage Rate
minus the
applicable Master Servicing Fee Rate.
"Net Operating Income" or "NOI": With respect to any Mortgaged
Property, for any twelve-month period, the total operating revenues
derived from
such Mortgaged Property during such period, minus the total
operating expenses
incurred in respect of such Mortgaged Property during such period,
other than
(i) non-cash items such as depreciation, (ii) amortization, (iii)
actual capital
expenditures and (iv) debt service on the related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer, including any lease renewed, modified or
extended on
behalf of the Trustee for the benefit of the Certificateholders
and, in the case
of a Loan Combination, the related Non-Trust Noteholder(s).
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance
(including
any Workout-Delayed Reimbursement Amount that subsequently becomes
a
Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance
(including any
Workout-Delayed Reimbursement Amount that subsequently becomes a
Nonrecoverable
Servicing Advance).
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made, including any previously made P&I Advance
that constitutes
a Workout-Delayed Reimbursement Amount, in respect of any Trust
Mortgage Loan or
Trust REO Loan by the applicable Master Servicer, the Trustee or
any Fiscal
Agent, as the case may be, that, as determined by the applicable
Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as
the case may
be, in accordance with the Servicing Standard (in the case of the
applicable
Master Servicer or the Special Servicer) or its good faith judgment
(in the case
of the Trustee or any Fiscal Agent) with respect to such P&I
Advance (together
with any accrued and unpaid interest thereon), will not be
ultimately
recoverable from Late Collections, REO Revenues, Insurance Proceeds
or
Liquidation Proceeds, or any other recovery on or with respect to
such Trust
Mortgage Loan or Trust REO Loan (or, in the case of a Trust
Mortgage Loan that
is a part of a Loan Combination, on or with respect to the related
Loan
Combination); provided, however, the Special Servicer may, at its
option, make a
determination (which shall be binding upon the applicable Master
Servicer, the
Trustee and any Fiscal Agent) in accordance with the Servicing
Standard, that
any P&I Advance previously made or proposed to be made, or any
Workout-Delayed
Reimbursement Amount previously made, by the applicable Master
Servicer, the
Trustee or any Fiscal Agent is a Nonrecoverable P&I Advance and
shall deliver
notice of such determination to the applicable Master Servicer, the
Trustee and
any Fiscal Agent. In making a recoverability determination, the
applicable
Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the
case may be, will be entitled to consider (among other things) 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
Person's assumptions (consistent with the Servicing Standard)
regarding the
possibility and effects of future adverse change with respect to
such Mortgaged
Properties, to estimate and consider (among other
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things) future expenses, to estimate and consider (consistent with
the Servicing
Standard) (among other things) the timing of recoveries, and to
consider the
existence and amount of any outstanding Nonrecoverable Advances the
reimbursement of which is being deferred pursuant to Section
4.03(f), any
outstanding Workout Delayed Reimbursement Amounts and any
Unliquidated Advances.
In addition, the applicable Master Servicer, the Special Servicer,
the Trustee
or any Fiscal Agent, as the case may be, may update or change its
recoverability
determinations at any time and, consistent with the Servicing
Standard, may
obtain from the Special Servicer any reasonably required analysis,
Appraisals or
market value estimates or other information in the Special
Servicer's possession
for such purposes. Absent bad faith, the applicable Master
Servicer's, the
Special Servicer's, the Trustee's or any Fiscal Agent's
determination as to the
recoverability of any P&I Advance shall be conclusive and
binding on the
Certificateholders. The Trustee and any Fiscal Agent shall be
entitled to
conclusively rely on any determination by the applicable Master
Servicer that
any P&I Advance constitutes a Nonrecoverable P&I Advance,
and the applicable
Master Servicer, the Trustee and any Fiscal Agent shall be entitled
to
conclusively rely on any determination by the Special Servicer that
any P&I
Advance constitutes a Nonrecoverable P&I Advance and shall be
required to act in
accordance with such determination; provided that, no party hereto
may reverse
any determination made by another party hereto that a P&I
Advance is a
Nonrecoverable Advance.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made, including any previously made
Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount, in respect
of a
Mortgage Loan or REO Loan by the applicable Master Servicer, the
Special
Servicer, the Trustee or any Fiscal Agent, as the case may be,
that, as
determined by the applicable Master Servicer, the Special Servicer,
the Trustee
or any Fiscal Agent, as the case may be, in accordance with the
Servicing
Standard (in the case of the applicable Master Servicer or the
Special Servicer)
or its good faith judgment (in the case of the Trustee or any
Fiscal Agent) with
respect to such Servicing Advance (together with any accrued and
unpaid interest
thereon), will not be ultimately recoverable from Late Collections,
REO
Revenues, Insurance Proceeds, Liquidation Proceeds, or any other
recovery on or
in respect of such Mortgage Loan or the related REO Property;
provided, however,
the Special Servicer may, at its option, make a determination
(which shall be
binding upon the applicable Master Servicer, the Trustee and any
Fiscal Agent)
in accordance with the Servicing Standard, that any Servicing
Advance previously
made or proposed to be made, or any Workout-Delayed Reimbursement
Amount
previously made, by the applicable Master Servicer, the Trustee or
any Fiscal
Agent is a Nonrecoverable Servicing Advance and shall deliver
notice of such
determination to the applicable Master Servicer, the Trustee and
any Fiscal
Agent. In making a recoverability determination, the applicable
Master Servicer,
the Special Servicer, the Trustee or any Fiscal Agent, as the case
may be, 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 Standard)
regarding the
possibility and effects of future adverse change with respect to
such Mortgaged
Properties, to estimate and consider (among other things) future
expenses and to
estimate and consider (consistent with the Servicing Standard)
(among other
things) the timing of recoveries, and to consider the existence and
amount of
any outstanding Nonrecoverable Advances the reimbursement of which
is being
deferred pursuant to Section 4.03(f), any outstanding Workout
Delayed
Reimbursement Amounts and any Unliquidated Advances. In addition,
the applicable
Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the
case may be, may update or change its recoverability determinations
at any time
and, consistent with the Servicing Standard, may obtain from the
Special
Servicer any reasonably
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required analysis, Appraisals or market value estimates or other
information in
the Special Servicer's possession for such purposes. Absent bad
faith, the
applicable Master Servicer's, the Special Servicer's, the Trustee's
or any
Fiscal Agent's determination as to the recoverability of any
Servicing Advance
shall be conclusive and binding on the Certificateholders. The
Trustee and any
Fiscal Agent shall be entitled to conclusively rely on any
determination by the
applicable Master Servicer that any Servicing Advance constitutes a
Nonrecoverable Servicing Advance, and the applicable Master
Servicer, the
Trustee and any Fiscal Agent shall be entitled to conclusively rely
on any
determination by the Special Servicer that any Servicing Advance
constitutes a
Nonrecoverable Servicing Advance and shall be required to act in
accordance with
such determination; provided that, no party hereto may reverse any
determination
made by another party hereto that a Servicing Advance is a
Nonrecoverable
Advance.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class XR, Class E, Class F, Class G,
Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class Z, Class
R-I or Class R-II Certificate.
"Non-Trust Loan" Any B-Note Non-Trust Loan.
"Non-Trust Noteholder": The holder of a Non-Trust Loan.
"Non-United States Securities Person": Any Person other than a
United States Securities Person.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Notional Amount": With respect to the Class XC Certificates, the
Class XC Notional Amount; with respect to the Class XP
Certificates, the Class
XP Notional Amount; and with respect to the Class XR Certificates,
the Class XR
Notional Amount.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of either Master Servicer or the Special Servicer, as the case may
be, or by a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, the applicable Master
Servicer or
the Special Servicer) acceptable to and delivered to the Trustee or
the
applicable Master Servicer, as the case may be, except that any
opinion of
counsel relating to (a) the qualification of REMIC I or REMIC II as
a REMIC; (b)
the qualification of any of Grantor Trust Z or Grantor Trust E as a
grantor
trust; (c) compliance with REMIC Provisions; or (d) the resignation
of either
Master Servicer or the Special Servicer pursuant to Section 6.04
must be an
opinion of counsel who is in fact Independent of the applicable
Master Servicer,
the Special Servicer or the Depositor, as applicable.
"Option Holder": As defined in Section 3.18(c).
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the initial Class Principal Balance
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement.
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"Original Class XC Notional Amount": $2,425,022,032.
"Original Class XP Notional Amount": $2,372,109,000.
"Original Class XR Notional Amount": $32,632,360.
"Original Notional Amount": The Original Class XC Notional Amount,
the Original Class XP Notional Amount or the Original Class XR
Notional Amount,
as applicable.
"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.
"Pass-Through Rate": (i)
With respect to the Class A-1
Certificates, 4.71100% per annum;
(ii)
With respect to the Class A-2, Class A-3, Class A-SB, Class
A-4, Class A-1A, Class AM, Class AJ, Class B, Class C, Class D,
Class E, Class
F, Class G, Class J, Class K, Class L, Class M, Class N, Class P
and Class Q
Certificates for any Distribution Date, a per annum rate equal to
the lesser of
(a) the per annum rate specified for such Class in the following
table and (b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date:
Class A-2.....................
5.29100%
Class A-3 ....................
5.38900%
Class A-SB....................
5.38200%
Class A-4.....................
5.41400%
Class A-1A....................
5.40900%
Class AM......................
5.45600%
Class AJ......................
5.48500%
Class B.......................
5.52500%
Class C.......................
5.55400%
Class D.......................
5.62300%
Class E.......................
5.68200%
Class F.......................
5.86000%
Class G.......................
5.95900%
Class J.......................
5.09900%
Class K.......................
5.09900%
Class L.......................
5.09900%
Class M.......................
5.09900%
Class N.......................
5.09900%
Class P.......................
5.09900%
Class Q.......................
5.09900%
(iii)
With respect to the Class H Certificates for any
Distribution Date, the Weighted Average Net Mortgage Pass-Through
Rate for such
Distribution Date minus 0.023%.
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(iv)
With respect to the Class XC Certificates, for any
Distribution Date, a rate equal to the weighted average of the
Class XC Strip
Rates for the Class XC 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).
(v)
With respect to the Class XP Certificates, for any
Distribution Date, a rate equal to the weighted average of the
Class XP Strip
Rates for the Class XP 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).
(vi)
With respect to the Class XR Certificates, for any
Distribution Date, a rate equal to the REMIC I Remittance Rate with
respect to
REMIC I Regular Interest LXR for such Distribution Date.
"P&I Advance": As to any Trust Mortgage Loan or Trust REO Loan,
any
advance made by the applicable Master Servicer, the Trustee or any
Fiscal Agent
pursuant to Section 4.03.
"P&I Advance Date": The Business Day immediately preceding each
Distribution Date.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Interest": With respect to any Mortgage Loan (or any
successor REO Loan with respect thereto), any amounts collected
thereon, other
than late payment charges, Additional Interest, Prepayment Premiums
or Yield
Maintenance Charges, that represent penalty interest (arising out
of a default)
in excess of interest on such Mortgage Loan (or such successor REO
Loan) accrued
at the related Mortgage Rate.
"Percentage Interest": With respect to any Regular Certificate, the
portion of the relevant Class evidenced by such Certificate,
expressed as a
percentage, the numerator of which is the Certificate Principal
Balance or
Certificate Notional Amount, as the case may be, of such
Certificate as of the
Closing Date, as specified on the face thereof, and the denominator
of which is
the Original Class Principal Balance or Original Notional Amount,
as the case
may be, of the relevant Class. With respect to a Residual
Certificate or Class Z
Certificate, the percentage interest in distributions to be made
with respect to
the relevant Class, as stated on the face of such Certificate.
"Performance Certification": As defined in Section 8.16(b).
"Performing Mortgage Loan": Any Corrected Mortgage Loan and any
Mortgage Loan as to which a Servicing Transfer Event has never
occurred.
"Performing Party": As defined in Section 8.16(b).
"Periodic Payment": With respect to any Mortgage Loan as of any Due
Date, the scheduled payment of principal and/or interest on such
Mortgage Loan
(exclusive of Additional Interest), including any Balloon Payment,
that is
actually payable by the related Mortgagor from time to time under
the terms of
the related Mortgage Note (as such terms may be changed or modified
in
connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or by reason of a
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modification, waiver or amendment granted or agreed to by the
Special Servicer
pursuant to Section 3.20).
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee or
one of its Affiliates if otherwise qualifying hereunder):
(i)
direct obligations of, or obligations fully guaranteed
as to timely payment of principal and interest by, the United
States or
any agency or instrumentality thereof (having original maturities
of not
more than 365 days), provided such obligations are backed by the
full
faith and credit of the United States; such obligations must be
limited to
those instruments that have a predetermined fixed dollar amount of
principal due at maturity that cannot vary or change. Interest may
either
be fixed or variable; if such interest is variable, interest must
be tied
to a single interest rate index plus a single fixed spread (if
any), and
move proportionately with that index;
(ii)
repurchase agreements or obligations with respect to
any security described in clause (i) above (having original
maturities of
not more than 365 days), provided that the short-term deposit or
debt
obligations, of the party agreeing to repurchase such obligations
are
rated in the highest rating categories of each of Fitch and Moody's
or
such lower rating as will not result in an Adverse Rating Event, as
evidenced in writing by the Rating Agencies; in addition, its terms
must
have a predetermined fixed dollar amount of principal due at
maturity that
cannot vary or change; interest may either be fixed or variable; if
such
interest is variable, interest must be tied to a single interest
rate
index plus a single fixed spread (if any), and move proportionately
with
that index;
(iii)
federal funds, unsecured uncertified certificates of
deposit, time deposits, demand deposits and bankers' acceptances of
any
bank or trust company organized under the laws of the United States
or any
state thereof (having original maturities of not more than 365
days), the
short term obligations of which are rated in the highest rating
categories
of each of Fitch and Moody's or such lower rating as will not
result in an
Adverse Rating Event, as evidenced in writing by the Rating
Agencies; in
addition, its terms should have a predetermined fixed dollar amount
of
principal due at maturity that cannot vary or change; interest may
either
be fixed or variable; if such interest is variable, interest must
be tied
to a single interest rate index plus a single fixed spread (if
any), and
move proportionately with that index;
(iv)
commercial paper (including both non-interest bearing
discount obligations and interest-bearing obligations and having
original
maturities of not more than 365 days) of any corporation or other
entity
organized under the laws of the United States or any state thereof
which
is rated in the highest rating category of each of Fitch and
Moody's or
such lower rating as will not result in an Adverse Rating Event, as
evidenced in writing by the Rating Agencies; the commercial paper
by its
terms must have a predetermined fixed dollar amount of principal
due at
maturity that cannot vary or change; interest may either be fixed
or
variable; if such interest is variable, interest must be tied to a
single
interest rate index plus a single fixed spread (if any), and move
proportionately with that index;
(v)
money market funds which are rated in the highest
applicable rating category of each of Fitch and Moody's or such
lower
rating as will not result in an Adverse
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Rating Event, as evidenced in writing by the Rating Agencies; in
addition,
its terms must have a predetermined fixed dollar amount of
principal due
at maturity that cannot vary or change; and
(vi)
any other obligation or security acceptable to each
Rating Agency, evidence of which acceptability shall be provided in
writing by each Rating Agency to the applicable Master Servicer,
the
Special Servicer and the Trustee;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; and (2) no investment described hereunder
may be
purchased at a price greater than par if such investment may be
prepaid or
called at a price less than its purchase price prior to stated
maturity.
"Permitted Transferee": Any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer
of any
Residual Certificate may cause either REMIC I or REMIC II to fail
to qualify as
a REMIC, (iii) a Disqualified Non-United States Tax Person, (iv) a
Disqualified
Partnership or (v) a foreign permanent establishment or fixed base
(within the
meaning of any applicable income tax treaty between the United
States and any
foreign jurisdiction) of a United States Tax Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Certificateholder": As to any taxable year of
REMIC I or REMIC II, the Holder of Certificates holding the largest
Percentage
Interest of the related Class of Residual Certificates.
"Plurality Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling
Class (or,
if the Controlling Class consists of Book-Entry Certificates, any
single
Certificate Owner) (other than any Holder (or Certificate Owner, as
the case may
be) which is an Affiliate of the Depositor or a Mortgage Loan
Seller) with the
largest percentage of Voting Rights allocated to such Class. With
respect to
determining the Plurality Subordinate Certificateholder, the Class
A Senior
Certificates collectively shall be deemed to be a single Class of
Certificates,
with such Voting Rights allocated among the Holders of Certificates
(or
Certificate Owners) of such Classes of Class A Senior Certificates
in proportion
to the respective Certificate Principal Balances of such
Certificates as of such
date of determination.
"PNC": PNC Bank, National Association, a national banking
association, or its successor in interest.
"PNC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of September 22, 2006, between the
Depositor and
PNC and relating to the transfer of the PNC Mortgage Loans to the
Depositor.
"PNC Trust Mortgage Loan": Each Trust Mortgage Loan transferred and
assigned to the Depositor pursuant to the PNC Mortgage Loan
Purchase Agreement.
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"Pool REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled "ING
Clarion Partners, LLC, as Special Servicer, for LaSalle Bank
National
Association, as trustee in trust for the registered holders of
ML-CFC Commercial
Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates, Series
2006-3".
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on
the
Certificates for federal income tax purposes, (i) each Trust ARD
Loan is repaid
on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will
otherwise be
paid prior to maturity and (iii) there will be no extension of
maturity for any
Trust Mortgage Loan.
"Prepayment Interest Excess": With respect to any Mortgage Loan
that
was subject to a voluntary Principal Prepayment in full or in part
during any
Collection Period, which Principal Prepayment was applied to such
Mortgage Loan
following such Mortgage Loan's Due Date in such Collection Period,
the amount of
interest (net of the related Master Servicing Fee and, if
applicable, any
Additional Interest and Penalty Interest) accrued on the amount of
such
Principal Prepayment during the period from and after such Due Date
and to but
not including the date such Principal Prepayment was applied to
such Mortgage
Loan, to the extent collected (without regard to any related
Prepayment Premium
or Yield Maintenance Charge actually collected).
"Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a voluntary Principal Prepayment in full or in
part during
any Collection Period, which Principal Prepayment was applied to
such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Collection
Period, 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 the day immediately preceding such Due Date,
inclusive (net of any
portion of that interest that would have constituted Penalty
Interest and/or
Additional Interest, if applicable).
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires,
by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": The Mortgaged Property directly securing a
Crossed Loan and excluding any property as to which the related
lien may only be
foreclosed upon by exercise of cross-collateralization provisions.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change
from time to
time. If The Wall Street Journal ceases to publish the "prime
rate", then the
Master Servicers (or, if the Master Servicers fail to agree, the
Trustee) shall
select an equivalent publication that publishes such "prime rate";
and if such
"prime rate" is no longer generally published or is limited,
regulated or
administered by a governmental or quasi-governmental body, then the
Master
Servicers (or, if the Master Servicers fail to agree, the Trustee)
shall agree
on and select a comparable interest rate index. Any such selection
shall be made
in the reasonable
-57-
discretion of the party(ies) making the selection, which party(ies)
shall notify
the Trustee and the Special Servicer in writing of its (their)
selection.
"Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following (without duplication):
(a)
the aggregate of the principal portions of all Periodic
Payments (other than Balloon Payments) and any Assumed Periodic
Payments due or
deemed due in respect of the Trust Mortgage Loans for their
respective Due Dates
occurring during the related Collection Period, to the extent paid
by the
related Mortgagor during or prior to, or otherwise received during,
the related
Collection Period or advanced with respect to such Distribution
Date;
(b)
the aggregate of all Principal Prepayments received on the
Trust Mortgage Loans during the related Collection Period;
(c)
with respect to any Trust Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the
related Collection
Period, any payment of principal (other than a Principal
Prepayment) made by or
on behalf of the related Mortgagor during the related Collection
Period
(including any Balloon Payment), net of any portion of such payment
that
represents a recovery of the principal portion of any Periodic
Payment (other
than a Balloon Payment) due, or the principal portion of any
Assumed Periodic
Payment deemed due, in respect of such Trust Mortgage Loan on a Due
Date during
or prior to the related Collection Period and included as part of
the Principal
Distribution Amount for such Distribution Date or any prior
Distribution Date
pursuant to clause (a) above;
(d)
the aggregate of all Liquidation Proceeds, Insurance Proceeds
and, to the extent not otherwise included in clause (a), (b) or (c)
above,
payments and revenues that were received on the Trust Mortgage
Loans during the
related Collection Period and that were identified and applied by
the Master
Servicers and/or the Special Servicer as recoveries of principal of
the Trust
Mortgage Loans, in each case net of any portion of such amounts
that represents
a recovery of the principal portion of any Periodic Payment (other
than a
Balloon Payment) due, or of the principal portion of any Assumed
Periodic
Payment deemed due, in respect of the related Trust Mortgage Loan
on a Due Date
during or prior to the related Collection Period and included as
part of the
Principal Distribution Amount for such Distribution Date or any
prior
Distribution Date pursuant to clause (a) above;
(e)
with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Periodic Payments deemed due in
respect of the
related Trust REO Loans for their respective Due Dates occurring
during the
related Collection Period to the extent received (in the form of
REO Revenues or
otherwise) during the related Collection Period or advanced with
respect to such
Distribution Date;
(f)
with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
received
during the related Collection Period on such REO Properties and
that were
identified and applied by the Master Servicers and/or the Special
Servicer as
recoveries of principal of the related Trust REO Loans, in each
case net of any
portion of such amounts that represents a recovery of the principal
portion of
any Periodic Payment (other than a Balloon Payment) due, or of the
principal
portion of any Assumed Periodic Payment deemed due, in respect of
the related
Trust REO Loan or the predecessor Trust Mortgage Loan on a Due Date
during or
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prior to the related Collection Period and included as part of the
Principal
Distribution Amount for such Distribution Date or any prior
Distribution Date
pursuant to clause (a) or (e) above; and
(g)
if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal
Distribution Amount for
the immediately preceding Distribution Date, over the aggregate
distributions of
principal made on the Sequential Pay Certificates on such
immediately preceding
Distribution Date pursuant to Section 4.01;
provided that if any Nonrecoverable Advance or Workout-Delayed
Reimbursement
Amount is reimbursed, or interest on any Nonrecoverable Advance is
paid, from
collections on the Mortgage Pool received during the related
Collection Period
that are allocable as principal, as provided in Section 1.02(a),
then the
Principal Distribution Amount for the subject Distribution Date
shall be reduced
(to not less than zero) as and to the extent provided in Section
1.02(b); and
provided, further, that if any Recovered Amounts are received
during the related
Collection Period, then the Principal Distribution Amount for the
subject
Distribution Date shall be increased as and to the extent provided
in Section
1.02(c).
Any allocation of the Principal Distribution Amount between Loan
Group 1 and Loan Group 2 for purposes of calculating the Loan Group
1 Principal
Distribution Amount and the Loan Group 2 Distribution Amount shall
take into
account Section 1.02.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due
Date; and provided that it shall not include a payment of principal
that is
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 Recovery Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer
out of
certain related recoveries pursuant to the third paragraph of
Section 3.11(c).
"Principal Recovery Fee Rate": With respect to all amounts set
forth
in the third paragraph of Section 3.11(c), 1.0%.
"Privileged Person": Any Certificateholder, any Certificate Owner,
any prospective transferee of a Certificate or interest therein,
any Rating
Agency, any Mortgage Loan Seller, any Non-Trust Noteholder, any
Underwriter or
any party hereto; provided that no Certificate Owner or prospective
transferee
of a Certificate or an interest therein shall be considered a
"Privileged
Person" or be entitled to a password or restricted access as
contemplated by
Section 3.15 unless such Person has delivered to the Trustee or the
applicable
Master Servicer, as the case may be, a certification in the form of
Exhibit I-1
or Exhibit I-2 (or such other form as may be reasonably acceptable
to the
Trustee or the applicable Master Servicer, as the case may be), as
the case may
be.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated September 13, 2006, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
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"Prospectus Supplement": The final prospectus supplement dated
September 22, 2006 of the Depositor relating to the registration of
the
Registered Certificates under the Securities Act.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Trust Mortgage Loan (or Trust
REO Loan), a cash price equal to the outstanding principal balance
of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase,
together with (a)
all accrued and unpaid interest on such Trust Mortgage Loan (or
Trust REO Loan)
at the related Mortgage Rate (other than Additional Interest) to
but not
including the Due Date in the Collection Period of purchase, (b)
any accrued
interest on P&I Advances (other than Unliquidated Advances in
respect of prior
P&I Advances) made with respect to such Trust Mortgage Loan (or
Trust REO Loan),
(c) all related and unreimbursed (from collections on such Trust
Mortgage Loan
and, if such Trust Mortgage Loan is part of a Loan Combination, any
related
Non-Trust Loan (or Trust REO Loan and, if such Trust REO Loan is a
successor to
a Trust Mortgage Loan that is part of a Loan Combination, any
related REO Loan
that is a successor to a related Non-Trust Loan)) Servicing
Advances (together
with Unliquidated Advances) plus any accrued and unpaid interest
thereon (other
than on Unliquidated Advances), (d) any reasonable costs and
expenses,
including, but not limited to, the cost of any enforcement action
(including
reasonable legal fees), incurred by the applicable Master Servicer,
the Special
Servicer or the Trust Fund in connection with any such purchase by
a Mortgage
Loan Seller (to the extent not included in clause (c) above) and
Principal
Recovery Fees payable (to the extent payable pursuant to Section
3.11(c)) with
respect to such Trust Mortgage Loan (or Trust REO Loan), and (e)
any other
Additional Trust Fund Expenses in respect of such Trust Mortgage
Loan (or Trust
REO Loan) (including any Additional Trust Fund Expenses (which
includes Special
Servicing Fees and Workout Fees) previously reimbursed or paid by
the Trust Fund
but not so reimbursed by the related Mortgagor or from related
Insurance
Proceeds or Liquidation Proceeds); provided that the Purchase Price
shall not be
reduced by any outstanding P&I Advance.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities Act.
"Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction (i) with a minimum claims paying ability rating of at
least "A" by
Fitch and "A3" by Moody's (or the obligations of which are
guaranteed or backed
by a company having such a claims paying ability) and (ii) with
respect to the
fidelity bond and errors and omissions Insurance Policy required to
be
maintained pursuant to Section 3.07(c), an insurance company that
has a claims
paying ability rated no lower than two rating categories (without
regard to
pluses or minuses or numerical qualifications) below the rating
assigned to the
then highest rated outstanding Certificate, but in no event lower
than "A" by
Fitch and "A3" by Moody's (or the obligations of which are
guaranteed or backed
by a company having such a claims paying ability) or, in the case
of clauses (i)
and (ii), such other rating as each Rating Agency shall have
confirmed in
writing will not result in an Adverse Rating Event.
"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
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principal and interest due during or prior to the month of
substitution, not in
excess of the Stated Principal Balance of the deleted Trust
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
Trust
Mortgage Loan; (iii) have the same Due Date as and a grace period
no longer than
the deleted Trust Mortgage Loan; (iv) accrue interest on the same
basis as the
deleted Trust 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 Trust Mortgage Loan; (vi)
have a then
current Loan-to-Value Ratio not higher than that of the deleted
Trust Mortgage
Loan and a current Loan-to-Value Ratio not higher than the then
current
Loan-to-Value Ratio of the deleted Trust Mortgage Loan; (vii)
comply as of the
date of substitution with all of the representations and warranties
set forth in
the applicable Mortgage Loan Purchase Agreement; (viii) have an
Environmental
Assessment that indicates no adverse environmental conditions and
an engineering
report that indicates no adverse physical condition with respect to
the related
Mortgaged Property and which will be delivered as a part of the
related Mortgage
File; (ix) have a current Debt Service Coverage Ratio of not less
than the
greater of the original Debt Service Coverage Ratio of the deleted
Trust
Mortgage Loan and the current Debt Service Coverage Ratio of the
deleted Trust
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the
applicable
Mortgage Loan Seller's expense) to be a "qualified replacement
mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a
maturity date
after the date two years prior to the Rated Final Distribution
Date; (xii) not
be substituted for a deleted Trust Mortgage Loan unless the Trustee
has received
prior confirmation in writing by each Rating Agency that such
substitution will
not result in an Adverse Rating Event (the cost, if any, of
obtaining such
confirmation to be paid by the applicable Mortgage Loan Seller);
(xiii) have a
date of origination that is not more than 12 months prior to the
date of
substitution; (xiv) have been approved by the Controlling Class
Representative
(or, if there is no Controlling Class Representative then serving,
by the
Holders of Certificates representing a majority of the Voting
Rights allocated
to the Controlling Class), which approval may not be unreasonably
withheld or
delayed; (xv) not be substituted for a deleted Trust Mortgage Loan
if it would
result in the termination of the REMIC status of any of the REMICs
established
under this Agreement or the imposition of tax on any of such REMICs
other than a
tax on income expressly permitted or contemplated to be received by
the terms of
this Agreement, as determined by an Opinion of Counsel (at the
applicable
Mortgage Loan Seller's expense); (xvi) have comparable prepayment
restrictions;
and (xvii) become a part of the same Loan Group as the deleted
Trust Mortgage
Loan. In the event that one or more mortgage loans are substituted
for one or
more deleted Trust Mortgage Loans, then the amounts described in
clause (i)
shall be determined on the basis of aggregate principal balances
and the rates
described in clause (ii) above (provided that the lowest Net
Mortgage Rate shall
not be lower than the highest fixed Pass-Through Rate of any Class
of Sequential
Pay Certificates outstanding) and the remaining term to stated
maturity referred
to in clause (v) above shall be determined on a weighted average
basis. When a
Qualified Substitute Mortgage Loan is substituted for a deleted
Trust Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the
proposed
Qualified Substitute Mortgage Loan meets all of the requirements of
the above
definition and shall send such certification to the Trustee.
"Rated Final Distribution Date": The Distribution Date in July
2046.
"Rating Agency": Either Moody's or Fitch.
"Realized Loss": With respect to: (1) each Specially Serviced
Mortgage Loan or Corrected Mortgage Loan as to which a Final
Recovery
Determination has been made, or with respect to
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any successor REO Loan as to which a Final Recovery Determination
has been made
as to the related REO Property, an amount (not less than zero)
equal to (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the
case may be,
as of the commencement of the Collection Period in which the Final
Recovery
Determination was made, plus (b) without taking into account the
amount
described in subclause (1)(d) of this definition, all accrued but
unpaid
interest on such Mortgage Loan or such REO Loan, as the case may
be, at the
related Mortgage Rate to but not including the Due Date in the
Collection Period
in which the Final Recovery Determination was made (exclusive of
any portion
thereof that constitutes Penalty Interest, Additional Interest,
Prepayment
Premiums or Yield Maintenance Charges), plus (c) any related unpaid
servicing
expenses, any related Servicing Advances (together with
Unliquidated Advances in
respect of prior related Servicing Advances) that, as of the
commencement of the
Collection Period in which the Final Recovery Determination was
made, had not
been reimbursed from the subject Mortgage Loan or REO Property, as
the case may
be, and any new related Servicing Advances made during such
Collection Period,
minus (d) all payments and proceeds, if any, received in respect of
and
allocable to such Mortgage Loan or such REO Loan, as the case may
be, during the
Collection Period in which such Final Recovery Determination was
made net of any
portion of such payments and/or proceeds that is payable or
reimbursable in
respect of the related liquidation and other servicing expenses
and, in the case
of a Mortgage Loan or REO Loan that is part of a Loan Combination,
net of any
portion of such payments and/or proceeds that represent Liquidation
Proceeds
payable to the holder(s) of the other Mortgage Loan(s) in that Loan
Combination;
(2) each defaulted Mortgage Loan as to which any portion of the
principal or
previously accrued interest (other than Additional Interest and
Penalty
Interest) payable thereunder or any Unliquidated Advance was
canceled in
connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or a modification, waiver or amendment of such Mortgage
Loan granted
or agreed to by the Special Servicer pursuant to Section 3.20, the
amount of
such principal and/or interest or Unliquidated Advance so canceled;
(3) each
Mortgage Loan as to which the Mortgage Rate thereon has been
permanently reduced
and not recaptured for any period in connection with a bankruptcy
or similar
proceeding involving the related Mortgagor or a modification,
waiver or
amendment of such Mortgage Loan granted or agreed to by the Special
Servicer
pursuant to Section 3.20, the amount of the consequent reduction in
the interest
portion of each successive Periodic Payment due thereon (each such
Realized Loss
shall be deemed to have been incurred on the Due Date for each
affected Periodic
Payment); (4) each Trust Mortgage Loan or Trust REO Loan as to
which there were
any Nonrecoverable Advances, the amount of any such Nonrecoverable
Advance
reimbursed (and/or interest thereon paid) from amounts that would
have otherwise
been distributable as principal on the Certificates; and (5) each
Trust Mortgage
Loan purchased from the Trust Fund at a price less than the
Purchase Price
therefor, the amount of the deficiency.
"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.
"Recording/Filing Agent": As defined in Section 2.01(d).
"Recovered Amount": As defined in Section 1.02(c).
"Registered Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-SB, Class A-4, Class A-1A, Class AM , Class AJ, Class B, Class C,
Class D or
Class XP Certificate.
"Regular Certificate": Any REMIC II Certificate other than a Class
R-II Certificate.
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"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, one or collectively more global
Certificates
of such Class registered in the name of the Depository or its
nominee, in
definitive, fully registered form without interest coupons, each of
which
Certificates bears a Regulation S CUSIP number.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum
is equal to
the Prime Rate.
"Relevant Servicing Criteria": The Servicing Criteria applicable to
the various parties, as set forth on Exhibit L attached hereto. For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Sub-Servicing
Function
Participant engaged by the Trustee, either Master Servicer or the
Special
Servicer, the term "Relevant Servicing Criteria" may refer to a
portion of the
Relevant Servicing Criteria applicable to such Master Servicer, the
Special
Servicer or the Trustee.
"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 8.14.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made and,
consisting
of: (i) all of the Trust Mortgage Loans as from time to time are
subject to this
Agreement and all payments under and proceeds of such Trust
Mortgage Loans
received after the Closing Date (excluding the Excess Servicing
Strip and all
Additional Interest on such Trust Mortgage Loans), together with
all documents
included in the related Mortgage Files and any related Escrow
Payments and
Reserve Funds; (ii) all amounts (inclusive of the Closing Date
Deposit but
exclusive of the Excess Servicing Strip and all Additional
Interest) held from
time to time in the Collection Accounts, the Interest Reserve
Account, any Pool
REO Account, the Gain-on-Sale Reserve Account, any Loan Combination
Custodial
Account and the Distribution Account; (iii) any REO Property
acquired in respect
of a Trust Mortgage Loan; (iv) the rights of the Depositor under
Sections 2, 3,
8, 10, 11, 12, 13, 14, 15, 17, 18, 20 and 21 of each of the
Mortgage Loan
Purchase Agreements with respect to the Trust Mortgage Loans; and
(v) the rights
of the mortgagee under all Insurance Policies with respect to the
Trust Mortgage
Loans; provided that REMIC I shall not include any Non-Trust Loan
or any
successor REO Loan with respect thereto or any payments or other
collections of
principal, interest, Prepayment Premiums, Yield Maintenance Charges
or other
amounts collected on a Non-Trust Loan or any successor REO Loan
with respect
thereto.
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"REMIC I Notional Amount": The notional amount of REMIC I Regular
Interest LXR outstanding as any date of determination. As of the
Closing Date,
the initial REMIC I Notional Amount of REMIC I Regular Interest LXR
shall be the
amount set forth as such in the Preliminary Statement hereto. At
all times
thereafter, the REMIC I Notional Amount of REMIC I Regular Interest
LXR shall
equal the then Class XR Notional Amount.
"REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the initial REMIC I Principal Balance of each REMIC I Regular
Interest
shall be the amount set forth as such in the Preliminary Statement
hereto. On
each Distribution Date, the REMIC I Principal Balance of each REMIC
I Regular
Interest shall be permanently reduced by all distributions of
principal deemed
to have been made in respect of such REMIC I Regular Interest on
such
Distribution Date pursuant to Section 4.01(i), and shall be further
permanently
reduced on such Distribution Date by all Realized Losses and
Additional Trust
Fund Expenses deemed to have been allocated thereto on such
Distribution Date
pursuant to the first paragraph of Section 4.04(b). The REMIC I
Principal
Balance of a REMIC I Regular Interest shall be increased, pursuant
to the second
paragraph of Section 4.04(b), in connection with increases in the
Class
Principal Balance of the Corresponding Certificates as contemplated
by the
second paragraph of Section 4.04(a).
"REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I, as described in the Preliminary
Statement hereto.
"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest (other than REMIC I Regular Interest LXR), for any
Distribution Date,
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date;
with respect to REMIC I Regular Interest LXR, for any Distribution
Date up to
and including the Distribution Date in August 2013, 0% per annum,
and for any
Distribution Date subsequent to the Distribution Date in August
2013, a per
annum rate equal to the product of (i) 0.60%, multiplied by a
fraction the
numerator of which is the number of days in the calendar month
preceding the
month in which such Distribution Date occurs, and the denominator
of which is
360 (provided that, if the subject Distribution Date occurs during
January
(except during a leap year), February or March of 2014 or any year
thereafter,
then the REMIC I Remittance Rate with respect to REMIC I Regular
Interest LXR
for such Distribution Date shall be 0.60% per annum).
"REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time,
to the extent
related to REMIC II, in the Distribution Account conveyed in trust
to the
Trustee for the benefit of REMIC II, as holder of the REMIC I
Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section
2.07, with
respect to which a separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class AM, Class AJ, Class B, Class C,
Class D,
Class XP, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class P, Class Q, Class XC, Class XR or Class R-II
Certificate.
"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 proposed, temporary and final Treasury regulations
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and any published rulings, notices and announcements promulgated
thereunder, as
the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The Pool REO Account or any Loan Combination REO
Account, as applicable.
"REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09.
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan (or, if a Loan Combination is
involved, any of the multiple Mortgage Loans comprising the subject
Loan
Combination) 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 (or an interest therein) remains part of REMIC
I and shall
be deemed to provide for periodic payments of principal and/or
interest equal to
its Assumed Periodic Payment and otherwise to have the same terms
and conditions
as its predecessor Mortgage Loan (such terms and conditions to be
applied
without regard to the default on such predecessor Mortgage Loan and
the
acquisition of the related REO Property as part of the Trust Fund
or, if
applicable in the case of any Loan Combination REO Property, on
behalf of the
Trust and the related Non-Trust Noteholder(s)). Each REO Loan shall
be deemed to
have an initial unpaid principal balance and Stated Principal
Balance equal to
the unpaid principal balance and Stated Principal Balance,
respectively, of its
predecessor Mortgage Loan as of the date of the related REO
Acquisition. All
Periodic Payments (other than a Balloon Payment), Assumed Periodic
Payments (in
the case of a Balloon Loan delinquent in respect of its Balloon
Payment) and
other amounts due and owing, or deemed to be due and owing, in
respect of the
predecessor Mortgage Loan as of the date of the related REO
Acquisition, shall
be deemed to continue to be due and owing in respect of an REO
Loan. Collections
in respect of each REO Loan (after provision for amounts to be
applied to the
payment of, or to be reimbursed to, the applicable Master Servicer,
the Special
Servicer, the Trustee or any Fiscal Agent for the payment of, the
costs of
operating, managing, selling, leasing and maintaining the related
REO Property
or for the reimbursement of or payment to the applicable Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent for other related
Servicing
Advances as provided in this Agreement, interest on such Advances
and other
related Additional Trust Fund Expenses) shall be treated: first, as
a recovery
of accrued and unpaid interest on such REO Loan at the related
Mortgage Rate to
but not including the Due Date in the Collection Period of receipt
(exclusive of
any portion thereof that constitutes Additional Interest); second,
as a recovery
of principal of such REO Loan to the extent of its entire unpaid
principal
balance; and third, in accordance with the normal servicing
practices 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) Yield
Maintenance
Charges, Prepayment Premiums and Penalty Interest and (ii)
Additional Interest
and other amounts, in that order; provided, however, that if the
Mortgage Loans
comprising a Loan Combination become REO Loans, then amounts
received with
respect to such REO Loans shall be applied to amounts due and owing
in respect
of such REO Loans as provided in the related Loan Combination
Intercreditor
Agreement. Notwithstanding the foregoing, all amounts payable
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or reimbursable to the applicable Master Servicer, the Special
Servicer, the
Trustee or any Fiscal Agent, as the case may be, in respect of the
predecessor
Mortgage Loan as of the date of the related REO Acquisition,
including, without
limitation, any unpaid Servicing Fees and any unreimbursed
Advances, together
with any interest accrued and payable to the applicable Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as the case may
be, in
respect of such Advances in accordance with Sections 3.03(d) and
4.03(d), shall
continue to be payable or reimbursable to the applicable Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as the case may
be, in
respect of an REO Loan pursuant to Section 3.05(a). In addition,
Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances with respect to
such REO Loan,
in each case, that were paid from collections on the Trust 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", shall be deemed outstanding until recovered.
"REO Property": With respect to any Mortgage Loan (other than a
Mortgage Loan constituting part of a Loan Combination), a Mortgaged
Property
acquired on behalf and in the name of the Trust Fund for the
benefit of the
Certificateholders 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; and with
respect to a Loan
Combination, the related Loan Combination REO Property.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"REO Tax": As defined in Section 3.17(a)(i).
"Request for Release": A request signed by a Servicing Officer, as
applicable, of either Master Servicer in the form of Exhibit D-1
attached hereto
or of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the Special Servicer, prepared in
accordance
with 12 C.F.R. ss. 225.64 and conducted in accordance with the
standards of the
Appraisal Institute.
"Required Appraisal Mortgage Loan": Each Trust Mortgage Loan (or,
in
the case of clause (ii) below, any successor Trust REO Loan with
respect
thereto) (i) that is 60 days or more delinquent in respect of any
Periodic
Payments, (ii) that becomes an REO Loan, (iii) that has been
modified by the
Special Servicer in a manner that affects the amount or timing of
any Periodic
Payment (other than a Balloon Payment) (except, or in addition to,
bringing
monthly Periodic Payments current and extending the Maturity Date
for less than
six months), (iv) 60 days following the receipt by the Special
Servicer of
notice that a receiver has been appointed and continues in such
capacity in
respect of the related Mortgaged Property, (v) 60 days following
the receipt by
the Special Servicer of notice that the related Mortgagor has
become the subject
of a bankruptcy proceeding, or (vi) delinquent in respect of any
Balloon Payment
unless (x) the related Mortgagor makes an Assumed Periodic Payment
on each Due
Date (commencing with the Due Date of such Balloon Payment) during
the period
contemplated in clause (y), and (y) the applicable Master Servicer
receives,
within 60 days after the Due Date of such Balloon Payment, written
evidence from
an institutional lender of such lender's binding commitment to
refinance such
Trust Mortgage Loan within 120 days after the Due Date of such
Balloon Payment
and
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either such 120-day period has not expired or it has not been
determined, in
accordance with the definition of "Specially Serviced Mortgage
Loan" that the
refinancing could not reasonably be expected to occur; provided,
however, that a
Required Appraisal Mortgage Loan shall cease to be a Required
Appraisal Mortgage
Loan:
(a)
with respect to the circumstances described in clauses (i) and
(iii) above, when the related Mortgagor has made three consecutive
full and
timely Periodic Payments under the terms of such Trust Mortgage
Loan (as such
terms may be changed or modified in connection with a bankruptcy or
similar
proceeding involving the related Mortgagor or by reason of a
modification,
waiver or amendment granted or agreed to by the Special Servicer
pursuant to
Section 3.20); and
(b)
with respect to the circumstances described in clauses (iv),
(v) and (vi) above, when such circumstances cease to exist in the
reasonable
judgment of the Special Servicer (exercised in accordance with the
Servicing
Standard), but, with respect to any bankruptcy or insolvency
proceedings
described in clauses (iv) and (v), no later than the entry of an
order or decree
dismissing such proceeding, and with respect to the circumstances
described in
clause (vi) above, no later than the date that the Special Servicer
agrees to an
extension pursuant to Section 3.20 hereof;
so long as at that time no circumstance identified in clauses (i)
through (vi)
above exists that would cause the Trust Mortgage Loan to continue
to be
characterized as a Required Appraisal Mortgage Loan. For purposes
of the
foregoing, each Loan Combination shall be treated as a single
Mortgage Loan.
"Required Appraisal Value": With respect to any Mortgaged Property
or REO Property related to a Required Appraisal Mortgage Loan, 90%
of an amount
equal to (A) subject to reduction by the Special Servicer in
accordance with
Section 3.09(a), the Appraised Value of such Mortgaged Property or
REO Property,
as the case may be, as determined by a Required Appraisal or letter
update or
internal valuation, if applicable, reduced by (B) the amount of any
obligations
secured by liens on such Mortgaged Property that are prior to the
lien of such
Required Appraisal Mortgage Loan and estimated liquidation
expenses; provided,
however, that for purposes of determining any Appraisal Reduction
Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction
Amount shall be amended no less often than annually to reflect the
Required
Appraisal Value determined pursuant to any Required Appraisal or
letter update
of a Required Appraisal or internal valuation, if applicable
conducted
subsequent to the original Required Appraisal performed pursuant to
Section
3.09(a).
"Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on
behalf of the
mortgagee representing reserves for environmental remediation,
repairs, capital
improvements, tenant improvements and/or leasing commissions with
respect to the
related Mortgaged Property.
"Residual Certificate": A Class R-I or Class R-II Certificate.
"Responsible Officer": When used with respect to (i) the initial
Trustee, any officer in the Global Securities and Trust Services
Group of the
initial Trustee, (ii) any successor Trustee, any officer or
assistant officer in
the corporate trust department of the Trustee, or any other officer
or assistant
officer of the Trustee customarily performing functions similar to
those
performed by any of
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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, and (iii) any Fiscal Agent, any officer
thereof.
"Restricted Reports": Collectively, to the extent not filed with
the
Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis
Report, the CMSA NOI Adjustment Worksheet, the CMSA Financial File,
the CMSA
Comparative Financial Status Report, the CMSA Loan Level
Reserve/LOC Report and
the CMSA Reconciliation of Funds Report.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more
global
certificates representing such Class registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, and
each of which certificates has a Rule 144A CUSIP number.
"Sarbanes-Oxley Certification": As defined in Section 8.16(a)(iv).
"Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-off Date as of which it is outstanding, the
scheduled
Periodic Payment of principal and interest (other than Additional
Interest) on
such Mortgage Loan that is or would be, as the case may be, payable
by the
related Mortgagor on such Due Date under the terms of the related
Mortgage Note
as in effect on the Closing Date, without regard to any subsequent
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 or acceleration of principal by reason of default, and
assuming that each
prior Scheduled Payment has been made in a timely manner; provided,
however,
that if the related loan documents for a Loan Combination provide
for a single
monthly debt service payment for such Loan Combination, then the
Scheduled
Payment for each Mortgage Loan comprising such Loan Combination for
any Due Date
shall be that portion of the monthly debt service payment for such
Loan
Combination and such Due Date that is, in accordance with the
related loan
documents and/or the related Loan Combination Intercreditor
Agreement, in the
absence of default, allocable to interest at the related Mortgage
Rate on and/or
principal of each such Mortgage Loan comprising the subject Loan
Combination.
"Securities Act": The Securities Act of 1933, as amended.
"Senior Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class XC or Class XP Certificate.
"Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class AM, Class AJ, 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 or Class Q Certificate.
"Servicer": Any Person that constitutes a "servicer", as defined in
Item 1101(j) of Regulation AB, with respect to the Subject
Securitization
Transaction.
"Servicer Notice": As defined in Section 3.14.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).
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"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 or on behalf of the applicable
Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
connection
with the servicing of a Mortgage Loan, if a default is imminent
thereunder or
after a default, delinquency or other unanticipated event, or in
connection with
the administration of any REO Property, including, but not limited
to, the cost
of (a) compliance with the obligations of the applicable Master
Servicer and the
Special Servicer, if any, set forth in Section 3.02 and 3.03, (b)
(i) real
estate taxes, assessments, penalties and other similar items, (ii)
ground rents
(if applicable), and (iii) premiums on Insurance Policies, in each
instance if
and to the extent Escrow Payments (if any) collected from the
related Mortgagor
are insufficient to pay such item when due and the related
Mortgagor has failed
to pay such item on a timely basis, (c) the preservation,
insurance,
restoration, protection and management of a Mortgaged Property,
including the
cost of any "force placed" insurance policy purchased by the
applicable Master
Servicer or the Special Servicer to the extent such cost is
allocable to a
particular Mortgaged Property that the applicable Master Servicer
or the Special
Servicer is required to cause to be insured pursuant to Section
3.07(a), (d)
obtaining any Insurance Proceeds or any Liquidation Proceeds of the
nature
described in clauses (i)-(iii), (v), (vii) and (viii) of the
definition of
"Liquidation Proceeds," (e) any enforcement or judicial proceedings
with respect
to a Mortgaged Property, including, without limitation,
foreclosures, (f) any
Required Appraisal or other appraisal expressly required or
permitted to be
obtained hereunder, (g) the operation, management, maintenance and
liquidation
of any REO Property, including, without limitation, appraisals and
compliance
with Section 3.16(a) (to the extent not covered by available funds
in the
applicable REO Account), (h) obtaining related ratings confirmation
(to the
extent the related Mortgagor or, as expressly provided herein,
another Person is
obligated to pay such costs), (i) UCC filings (to the extent not
reimbursed by
the Mortgagor), (j) compliance with the obligations of the
applicable Master
Servicer or the Trustee set forth in Section 2.03(a) or (b) and (k)
any other
expenditure expressly designated as a Servicing Advance under this
Agreement.
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, or costs or expenses expressly
required to
be borne by the applicable Master Servicer or the Special Servicer
without
reimbursement pursuant to the terms of this Agreement.
"Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.
"Servicing Fees": With respect to each Mortgage Loan and any
successor REO Loan with respect thereto, the Master Servicing Fee
and the
Special Servicing Fee.
"Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Mortgagor in connection with, or relating
to, the
origination and servicing of any Mortgage Loan, and that are
reasonably required
for the ongoing administration of the Mortgage Loan, including
appraisals,
surveys, property inspection reports, engineering reports,
environmental
reports, financial statements, leases, rent rolls and tenant
estoppels.
"Servicing Function Participant": Any of: (i) Master Servicer No. 1
or Master Servicer No. 2; (ii) the Special Servicer; (iii) the
Trustee; and (iv)
any other party hereto, in addition to the
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Master Servicers, the Special Servicer and the Trustee, that is a
"party
participating in the servicing function" (within the meaning of the
instructions
to Item 1122 of Regulation AB) as regards the Trust Fund.
"Servicing Officer": Any officer or employee of either Master
Servicer or the Special Servicer involved in, or responsible for,
the
administration and servicing of the Mortgage Loans, whose name and
specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time.
"Servicing-Released Bid": As defined in Section 7.01(c).
"Servicing Representative": With respect to either Master Servicer,
the Special Servicer or the Trustee, any other Person (including
any
Sub-Servicer, subcontractor, vendor or agent) retained or engaged
thereby to
perform any duties in connection with this Agreement or all or any
portion of
the Trust Fund, the performance of which duties would cause such
other Person to
be, or result in such other Person being, a Servicer or a
Sub-Servicing Function
Participant.
"Servicing-Retained Bid": As defined in Section 7.01(c).
"Servicing Standard": With respect to any Mortgage Loan, Servicing
Standard No. 1 or Servicing Standard No. 2, as applicable.
"Servicing Standard No. 1": With respect to Master Servicer No. 1
or
the Special Servicer, as applicable, the servicing and
administration of the
Mortgage Loans (including any Non-Trust Loans) for which it is
responsible
hereunder (a) in the same manner in which, and with the same care,
skill,
prudence and diligence with which, such Master Servicer or the
Special Servicer,
as the case may be, generally services and administers similar
mortgage loans
(i) for other third parties, giving due consideration to customary
and usual
standards of practice of prudent institutional commercial mortgage
loan
servicers servicing mortgage loans for third parties or (ii) held
in its own
portfolio, whichever standard is higher, (b) with a view to (i) the
timely
recovery of all Scheduled Payments of principal and interest under
the Mortgage
Loans, (ii) in the case of the Special Servicer, if a Mortgage Loan
comes into
and continues in default, the maximization of the recovery on that
Mortgage Loan
to the Certificateholders or, in the case of any Loan Combination,
to the
Certificateholders and the related Non-Trust Noteholder(s) (as a
collective
whole) on a net present value basis (the relevant discounting of
anticipated
collections to be performed at the related Mortgage Rate) and (iii)
the best
interests (as determined by the applicable Master Servicer or the
Special
Servicer, as the case may be, in its reasonable judgment) of the
Certificateholders and the Trust Fund (or, in the case of any Loan
Combination,
the Certificateholders, the Trust Fund and the related Non-Trust
Noteholder(s),
taking into account, if applicable and to the extent consistent
with the related
Loan Combination Intercreditor Agreement and the related Mortgage
Loan
documents, the subordinate nature, if applicable, of the related
Non-Trust
Loan(s) and (c) without regard to (i) any relationship that such
Master Servicer
or the Special Servicer, as the case may be, or any Affiliate
thereof may have
with the related Mortgagor (or any Affiliate thereof), the
Depositor, any
Mortgage Loan Seller, or any other party to the transactions
contemplated
hereby; (ii) the ownership of any Certificate by such Master
Servicer or the
Special Servicer, as the case may be, or by any Affiliate thereof;
(iii) the
right of such Master Servicer or the Special Servicer, as the case
may be, to
receive compensation or other fees for its services rendered
pursuant to this
Agreement; (iv) the obligations of such Master Servicer or the
Special Servicer,
as the case may be, to make Advances; (v) the ownership, servicing
or management
by such Master Servicer or
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the Special Servicer or any Affiliate thereof for others of any
other mortgage
loans or mortgaged property not included in or securing, as the
case may be, the
Mortgage Pool; (vi) any obligation of such Master Servicer or any
Affiliate of
such Master Servicer to repurchase or substitute a Mortgage Loan as
a Mortgage
Loan Seller; (vii) any obligation of such Master Servicer or any
Affiliate of
such Master Servicer to cure a breach of a representation and
warranty with
respect to a Mortgage Loan; and (viii) any debt such Master
Servicer or the
Special Servicer or any Affiliate of either has extended to any
Mortgagor or any
Affiliate thereof.
"Servicing Standard No. 2": With respect to Master Servicer No. 2,
the servicing and administration of the Mortgage Loans (including
any Non-Trust
Loans) for which it is responsible hereunder (a) in the best
interests (as
determined by such Master Servicer in its good faith and reasonable
judgment) of
and for the benefit of Certificateholders (as a collective whole)
and the Trust
Fund and, in the case of a Loan Combination, the related B-Note
Loan Holder
(also as a collective whole), in accordance with applicable law,
the terms of
this Agreement and the related Loan Combination Intercreditor
Agreement, and to
the extent consistent with the foregoing, further as follows: with
the same
care, skill and diligence as is normal and usual in its general
mortgage
servicing activities on behalf of third parties or on behalf of
itself,
whichever is higher, with respect to mortgage loans that are
comparable to the
Mortgage Loans it is responsible for servicing under this
Agreement, with a view
to the timely recovery of all Scheduled Payments without regard to
(i) any
relationship that such Master Servicer or any Affiliate thereof may
have with a
Mortgagor, (ii) the ownership of any Certificate by such Master
Servicer or any
Affiliate thereof, (iii) the obligation of such Master Servicer to
make
Advances, and (iv) the right of such Master Servicer to receive
compensation or
other fees for its services rendered pursuant to this Agreement.
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through
(g) of the
definition of "Specially Serviced Mortgage Loan".
"Significant Mortgage Loan": At any time of determination, any
Mortgage Loan that (1) has a principal balance equal to or greater
than the
applicable Threshold Principal Balance at the time of determination
or has,
whether (a) individually, (b) as part of a Crossed Loan Group or
(c) as part of
a group of Mortgage Loans made to affiliated Mortgagors, a
principal balance
that is equal to or greater than the applicable Threshold
Percentage of the
aggregate outstanding principal balance of the Mortgage Pool at the
time of
determination or (2) is one of the 10 largest Mortgage Loans (which
for the
purposes of this definition shall include Crossed Loan Groups and
groups of
Mortgage Loans made to affiliated Mortgagors) by outstanding
principal balance
at such time. For purposes of the preceding sentence, the
"Threshold Principal
Balance" and "Threshold Percentage" shall be (i) with respect to
Section 3.08(a)
hereof, $25,000,000 and 5%, respectively, with respect to any
"due-on-sale" or
"due-on-encumbrance" provision, and (ii) with respect to Sections
3.20(i) and
3.20 (k) hereof, $20,000,000 and 5%, respectively.
"Significant Obligor": (a) Any obligor (as defined in Item 1101(i)
of Regulation AB) or group of affiliated obligors on any Trust
Mortgage Loan or
group of Trust Mortgage Loans that represent, as of the Closing
Date, 10% or
more of the Mortgage Pool (by Cut-off Date Balance); or (b) any
single Mortgaged
Property or group of Mortgaged Properties securing any Trust
Mortgage Loan or
group of cross-collateralized and/or cross-defaulted Trust Mortgage
Loans that
represent, as of the
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Closing Date, 10% or more of the Mortgage Pool (by Cut-off Date
Balance). There
are no Significant Obligors with respect to the Mortgage Pool.
"Similar Law": As defined in Section 5.02(c).
"Single Certificate": For purposes of Section 4.02, a hypothetical
Certificate of any Class of Regular Certificates evidencing a
$1,000
denomination.
"Sole Certificate Owner": As defined in Section 9.01.
"Special Servicer": Clarion, or any successor special servicer
appointed as herein provided.
"Special Servicer Indemnification Agreement": That certain Special
Servicer Indemnification Agreement, dated as of September 22, 2006,
between
Clarion, the Depositor, the Underwriters and the Initial
Purchasers.
"Special Servicer Reportable Event": Any of the following events,
conditions, circumstances and/or matters:
(i)
the entry into or amendment to a definitive agreement
that is material to the Subject Securitization Transaction,
including, for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if the Special Servicer or
any
Servicing Representative of the Special Servicer is a party to such
agreement or has entered into such agreement on behalf of the Trust
[ITEM
1.01 ON FORM 8-K];
(ii)
the termination of a definitive agreement that is
material to the Subject Securitization Transaction (otherwise than
by
expiration of the agreement on its stated termination date or as a
result
of all parties completing their obligations under such agreement),
but
only if the Special Servicer or any Servicing Representative of the
Special Servicer is a party to such agreement or has entered into
such
agreement on behalf of the Trust [ITEM 1.02 ON FORM 8-K];
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the
existing
directors and officers in possession but subject to the supervision
and
orders of a court or governmental authority, but only if the
subject
Material Debtor is (A) the Special Servicer, (B) any Servicing
Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Specially Serviced Mortgage Loan [ITEM
1.03(a)
ON FORM 8-K];
(iv)
the entry of an order confirming a plan of
reorganization, arrangement or liquidation of a Material Debtor by
a court
or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of such Material
Debtor, but
only if the subject Material Debtor is (A) the Special Servicer,
(B) any
Servicing Representative of the
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Special Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of Regulation AB or (C) any Significant Obligor with
respect to
a Specially Serviced Mortgage Loan [ITEM 1.03(b) ON FORM 8-K];
(v)
any resignation, removal, replacement or substitution
of (A) the Special Servicer or (B) any Servicing Representative of
the
Special Servicer that constitutes a Servicer contemplated by Item
1108(a)(2) of Regulation AB [ITEM 6.02 ON FORM 8-K];
(vi)
any appointment of (A) a new Special Servicer or (B)
any new Servicing Representative of the Special Servicer that
constitutes
a Servicer contemplated by Item 1108(a)(2) of Regulation AB [ITEM
6.02 ON
FORM 8-K];
(vii)
any nonpublic disclosure, by the Special Servicer or
any Servicing Representative of the Special Servicer, with respect
to the
Subject Securitization Transaction (other than disclosure required
by this
Agreement) that is required to be disclosed by Regulation FD (17
C.F.R.
243.100 through 243.103) [ITEM 7.01 ON FORM 8-K];
(viii)
any other information of importance to
Certificateholders (determined by the Special Servicer in
accordance with
the Servicing Standard) that (A) is not otherwise required to be
included
in the Distribution Date Statement or any other report to be
delivered or
otherwise made available to Certificateholders hereunder, and (B)
could
have a material adverse effect on the value of a Mortgaged Property
as
collateral for a Specially Serviced Mortgage Loan or the ability of
a
Mortgaged Property to generate sufficient cash flow for the related
Mortgagor to meet its debt service obligations under the related
Specially
Serviced Mortgage Loan [ITEM 8.01 ON FORM 8-K];
(ix)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if
the
Special Servicer is controlling the subject litigation or if the
subject
Material Litigant is (A) the Special Servicer, (B) any Servicing
Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Specially Serviced Mortgage Loan [ITEM 2
ON FORM
10-D AND GENERAL INSTRUCTION J TO FORM 10-K];
(x)
the receipt by the Special Servicer or by any
Servicing Representative of the Special Servicer of any updated
financial
statements, balance sheets, rent rolls or other financial
information
regarding any Significant Obligor (that has been identified to the
Special
Servicer in writing) with respect to a Specially Serviced Mortgage
Loan
that is required to be provided under Item 1112(b) of Regulation AB
[ITEM
6 ON FORM 10-D AND GENERAL INSTRUCTION J TO FORM 10-K];
(xi)
to the extent not otherwise disclosed in the
Prospectus Supplement or previously included in a report delivered
by the
Special Servicer to the Trustee and the Depositor in accordance
with
Section 8.16(c), whether the Special Servicer has become an
affiliate (as
defined in Rule 405 of the Securities Act) of any of (A) the Trust,
(B)
the Depositor, (C) a Mortgage Loan Seller, (D) the Trustee, (E)
either
Master Servicer, (F) any Servicing
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Representative of the Special Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (G) any
Significant
Obligor [GENERAL INSTRUCTION J TO FORM 10-K];
(xii)
to the extent not otherwise disclosed in the
Prospectus Supplement, any business relationship, agreement,
arrangement,
transaction or understanding contemplated by Item 1119(b) of
Regulation AB
between a Mortgage Loan Seller or the Trust, on the one hand, and
the
Special Servicer or any Servicing Representative of the Special
Servicer,
on the other hand [GENERAL INSTRUCTION J TO FORM 10-K]; and
(xiii)
to the extent not otherwise disclosed in the
Prospectus Supplement, any specific relationship involving or
relating to
the Subject Securitization Transaction or the Mortgage Loans
contemplated
by Item 1119(c) of Regulation AB between a Mortgage Loan Seller or
the
Trust, on the one hand, and the Special Servicer or any Servicing
Representative of the Special Servicer, on the other hand [GENERAL
INSTRUCTION J TO FORM 10-K].
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and
payable to the
Special Servicer pursuant to the first paragraph of Section
3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.35% per annum.
"Specially Designated Mortgage Loan Documents": With respect to any
Trust Mortgage Loan, the following documents collectively:
(i)
the original executed Mortgage Note (or,
alternatively, if the original executed Mortgage Note has been
lost, a
lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto);
(ii)
an original or a copy of the Mortgage (with or without
recording information);
(iii)
the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or a copy of an irrevocable, binding
commitment
(which may be a pro forma policy or a marked version of the policy
that
has been executed by an authorized representative of the title
company or
an agreement to provide the same pursuant to binding escrow
instructions
executed by an authorized representative of the title company) to
issue
such title insurance policy;
(iv)
an original or a copy of any Ground Lease and any
related ground lessor estoppel; and
(v)
a copy of any letter of credit relating to the Trust
Mortgage Loan;
provided that whenever the term "Specially Designated Mortgage Loan
Documents"
is used to refer to documents actually received by the Trustee or
by a Custodian
on its behalf, such term, with respect to any receipt or
certification by the
Trustee or a Custodian on its behalf for documents described in
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clauses (iv) and (v) of this definition, shall be deemed to include
such
documents only to the extent the Trustee or a Custodian on its
behalf has actual
knowledge of their existence.
"Specially Serviced Mortgage Loan": Any Mortgage Loan as to which
any of the following events have occurred:
(a)
the related Mortgagor shall have failed to make when due any
Periodic Payment, including a Balloon Payment, and the failure
continues
unremedied--
(i)
except in the case of a Balloon Payment, for 60 days;
or
(ii)
solely in the case of a delinquent Balloon Payment,
beyond the day such Balloon Payment was due or (if longer) beyond
the
applicable grace period for a Balloon Payment unless (x) the
related
Mortgagor (A) makes in respect of each Due Date (commencing with
the Due
Date of such Balloon Payment) during the period contemplated in (B)
below,
without omission, Assumed Periodic Payments and (B) delivers a
refinancing
commitment within 60 days after such Mortgage Loan's maturity date,
then
for such period (not to exceed 120 days) beyond such Mortgage
Loan's
maturity date ending on the earlier of the date on which the
related
Mortgagor fails to make an Assumed Periodic Payment or the date on
which
it is determined that the refinancing could not reasonably be
expected to
occur; or
(b)
the applicable Master Servicer or, with the consent of the
Controlling Class Representative, the Special Servicer shall have
determined, in
its reasonable judgment (exercised in accordance with the Servicing
Standard),
based on, among other things, communications with the related
Mortgagor, that a
default in making a Periodic Payment (including a Balloon Payment)
is likely to
occur and is likely to remain unremedied for at least 60 days; or
(c)
the applicable Master Servicer or, with the consent of the
Controlling Class Representative, the Special Servicer shall have
determined, in
its reasonable judgment (exercised in accordance with the Servicing
Standard),
that a default (other than an Acceptable Insurance Default or a
default
described in clause (a) above) has occurred that may materially
impair the value
of the Mortgaged Property as security for the Mortgage Loan and the
default
continues unremedied beyond the applicable grace period under the
terms of the
Mortgage Loan (or, if no grace period is specified, for 60 days,
provided that a
default that gives rise to an acceleration right without any grace
period shall
be deemed to have a grace period equal to zero); or
(d)
a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary
case under any
present or future federal or state bankruptcy, insolvency or
similar law or the
appointment of a conservator or receiver or liquidator in any
insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have
been entered against the related Mortgagor; provided that if such
decree or
order is discharged, dismissed or stayed within 60 days it shall
not be a
Specially Serviced Mortgage Loan (and no Special Servicing Fees
shall be
payable); or
(e)
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
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(f)
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
(g)
the applicable Master Servicer shall have received notice of
the commencement of foreclosure or similar proceedings with respect
to the
related Mortgaged Property;
provided, however, that a Mortgage Loan will cease to be a
Specially Serviced
Mortgage Loan:
(i)
with respect to the circumstances described in clause
(a) above, when the related Mortgagor has made three consecutive
full and
timely Periodic Payments under the terms of such Mortgage Loan (as
such
terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or by reason of
a
modification, waiver or amendment granted or agreed to by the
Special
Servicer pursuant to Section 3.20);
(ii)
with respect to the circumstances described in clauses
(b), (d), (e) and (f) above, when such circumstances cease to exist
in the
reasonable judgment of the Special Servicer (exercised in
accordance with
the Servicing Standard), but, with respect to any bankruptcy or
insolvency
proceedings described in clauses (d), (e) and (f), no later than
the entry
of an order or decree dismissing such proceeding;
(iii)
with respect to the circumstances described in clause
(c) above, when such default is cured; and
(iv)
with respect to the circumstances described in clause
(g) above, when such proceedings are terminated;
so long as at that time no other circumstance identified in clauses
(a) through
(g) above exists that would otherwise cause such Mortgage Loan to
continue to be
characterized as a Specially Serviced Mortgage Loan.
During any time an entire Loan Combination is serviced and
administered pursuant to this Agreement, if a Servicing Transfer
Event exists
with respect to one Mortgage Loan in such Loan Combination, it will
also be
considered to exist for the other Mortgage Loan(s) in such Loan
Combination;
provided that, if a B-Note Loan Holder prevents the occurrence of a
Servicing
Transfer Event with respect to the related A-Note Trust Mortgage
Loan through
the exercise of cure rights as set forth in the related Loan
Combination
Intercreditor Agreement, then the existence of such Servicing
Transfer Event
with respect to the related B-Note Non-Trust Loan shall not, in and
of itself,
result in the existence of a Servicing Transfer Event with respect
to such
A-Note Trust Mortgage Loan or cause the servicing of the subject
Loan
Combination to be transferred to the Special Servicer, unless a
separate
Servicing Transfer Event has occurred with respect thereto.
"Sportmart/Westwood Storage B-Note Loan Noteholder": The holder of
the Sportmart/Westwood Storage B-Note Non-Trust Loan.
"Sportmart/Westwood Storage B-Note Non-Trust Loan": The Mortgage
Loan, other than the Sportmart/Westwood Storage Trust Mortgage
Loan, that is
secured by the same Mortgage
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encumbering the Sportmart/Westwood Storage Mortgaged Property as
the
Sportmart/Westwood Storage Trust Mortgage Loan, and that is
subordinate, to the
extent set forth in the related Loan Combination Intercreditor
Agreement, in
right of payment and in other respects to the Sportmart/Westwood
Storage Trust
Mortgage Loan.
"Sportmart/Westwood Storage Intercreditor Agreement": The Amended
and Restated A/B Co-Lender Agreement, dated September 22, 2006,
between the
Trust as holder of the Sportmart/Westwood Storage Trust Mortgage
Loan and the
Sportmart/Westwood Storage B-Note Loan Noteholder.
"Sportmart/Westwood Storage Loan Combination": Collectively, the
Sportmart/Westwood Storage Trust Mortgage Loan and the
Sportmart/Westwood
Storage B-Note Non-Trust Loan.
"Sportmart/Westwood Storage Loan Combination Control Appraisal
Event": The existence of a "Control Appraisal Event" within the
meaning of the
Sportmart/Westwood Storage Intercreditor Agreement.
"Sportmart/Westwood Storage Loan Combination Specially Designated
Servicing Actions": Proposed actions of the applicable Master
Servicer or the
Special Servicer that constitute "Major Actions" within the meaning
of the
Sportmart/Westwood Storage Intercreditor Agreement.
"Sportmart/Westwood Storage Mortgaged Property": The Mortgaged
Property identified on the Mortgage Loan Schedule as
Sportmart/Westwood Storage.
"Sportmart/Westwood Storage Trust Mortgage Loan": The Countrywide
Trust Mortgage Loan that is secured by a mortgage encumbering the
Sportmart/Westwood Storage Mortgaged Property and included in the
Trust Fund.
"Startup Day": With respect to each of REMIC I and REMIC II, the
day
designated as such in Section 10.01(c).
"State and Local Taxes": Taxes imposed by the states of New York,
Illinois, Kansas and Pennsylvania and by any other state or local
taxing
authorities as may, by notice to the Trustee, assert jurisdiction
over the Trust
Fund or any portion thereof, or which, according to an Opinion of
Counsel
addressed to the Trustee, have such jurisdiction.
"Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the Mortgage Note (as in effect on the Closing
Date) on which
the last payment of principal is due and payable under the terms of
the Mortgage
Note (as in effect on the Closing Date), without regard to any
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 and, in the case of an ARD Loan, without regard to its
Anticipated
Repayment Date.
"Stated Principal Balance": With respect to any Trust Mortgage Loan
as of any date of determination, an amount (which amount shall not
be less than
zero) equal to (x) the Cut-off Date Balance of such Trust Mortgage
Loan (or, in
the case of a Qualified Substitute Mortgage Loan that is a
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Trust Mortgage Loan, the unpaid principal balance thereof after
application of
all principal payments due on or before the related date of
substitution,
whether or not received), permanently reduced on each Distribution
Date, to not
less than zero, by (y) the sum of:
(i)
all payments and other collections of principal, if
any, with respect to such Trust Mortgage Loan that are included as
part of
the Principal Distribution Amount for such Distribution Date
pursuant to
clause(s) (a), (b), (c) and/or (d) of, and without regard to the
provisos
to, the definition of "Principal Distribution Amount";
(ii)
any other amount received with respect to such Trust
Mortgage Loan during the related Collection Period that is not
included
among the payments and other collections of principal described in
the
immediately preceding clause (i), as to which there is not and
never has
been an outstanding P&I Advance and that is actually applied in
reduction
of the amount of principal owing from the related Mortgagor;
(iii)
any amount of reduction in the outstanding principal
balance of such Trust Mortgage Loan resulting from a Deficient
Valuation
that occurred during the related Collection Period; and
(iv)
any related Realized Loss (other than any such loss
resulting from a Deficient Valuation) incurred during the related
Collection Period that represents a loss of principal with respect
to that
Trust Mortgage Loan.
With respect to any Trust REO Loan, as of any date of
determination,
an amount equal to (x) the Stated Principal Balance of the
predecessor Trust
Mortgage Loan as of the date of the related REO Acquisition,
permanently reduced
on each subsequent Distribution Date, to not less than zero, by (y)
the sum of:
(a)
all amounts, if any, collected with respect to the related REO
Property that are allocable as principal of the subject Trust REO
Loan and that
are included as part of the Principal Distribution Amount for such
Distribution
Date pursuant to clause (e) and/or clause (f) of, and without
regard to the
provisos to, the definition of "Principal Distribution Amount"; and
(b)
any related Realized Losses incurred during the related
Collection Period that represents a loss of principal with respect
to the
subject Trust REO Loan.
A Trust Mortgage Loan or a Trust REO Loan shall be deemed to be
part
of the Trust Fund and to have an outstanding Stated Principal
Balance until the
Distribution Date on which the payments or other proceeds, if any,
received in
connection with a Liquidation Event in respect thereof are to be
(or, if no such
payments or other proceeds are received in connection with such
Liquidation
Event, would have been) distributed to Certificateholders.
The Stated Principal Balance with respect to each B-Note Non-Trust
Loan or any successor REO Loan with respect thereto shall be (1)
the Cut-off
Date Balance of such Mortgage Loan, as permanently reduced on each
monthly
remittance date under the related Loan Combination Intercreditor
Agreement to
not less than zero, by (2) the sum of (A) any amounts received
during the
related Collection Period that are allocable as principal of such
Non-Trust Loan
or any successor REO Loan with respect thereto and (B) any Realized
Losses
incurred with respect to such Non-Trust Loan or
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any successor REO Loan during the related Collection Period that
represent a
loss of principal with respect thereto (including as a result of a
Deficient
Valuation).
"Stonestown Mall B-Note Non-Trust Loan": The Mortgage Loan, other
than the Stonestown Mall Trust Mortgage Loan, that is secured by
the same
Mortgage encumbering the Stonestown Mall Mortgaged Property as the
Stonestown
Mall Trust Mortgage Loan, and that is subordinate, to the extent
set forth in
the related Loan Combination Intercreditor Agreement, in right of
payment and in
other respects to the Stonestown Mall Trust Mortgage Loan.
"Stonestown Mall Borrower": The borrower under the Stonestown Mall
Loan Combination.
"Stonestown Mall Intercreditor Agreement": The Co-Lender agreement
dated September [ ], 2006, between the Trust as holder of the
Stonestown Mall
Trust Mortgage Loan and the Stonestown Mall B-Note Loan Holder.
"Stonestown Mall Loan Combination": Collectively, the Stonestown
Mall Trust Mortgage Loan and the Stonestown Mall B-Note Non-Trust
Loan.
"Stonestown Mall Loan Combination Control Appraisal Event": The
existence of a "Note B Appraisal Reduction Period" within the
meaning of the
Stonestown Mall Intercreditor Agreement.
"Stonestown Mall Loan Combination Controlling Party: The "Directing
Co-Lender" within the meaning of the Stonestown Mall Intercreditor
Agreement,
which prior to the occurrence of a Stonestown Mall Control
Appraisal Event (and
for so long as it is continuing) with respect to the Stonestown
Mall B-Note
Non-Trust Loan, shall be, as of any date of determination, the
holder of the
Stonestown Mall B-Note Non-Trust Loan, and, following the
occurrence of a
Stonestown Mall Control Appraisal Event (and for so long as it is
continuing)
with respect to the Stonestown Mall B-Note Non-Trust Loan, shall be
the
Controlling Class Representative.
"Stonestown Mall Loan Combination Specially Designated Servicing
Actions": Proposed actions of the applicable Master Servicer or the
Special
Servicer in respect of which the consent of the Stonestown Mall
Controlling
Party is required, as set forth in Section 4 of the Stonestown Mall
Intercreditor Agreement.
"Stonestown Mall Mortgaged Property": The Mortgaged Property
identified on Mortgage Loan Schedule as the Stonestown Mall.
"Stonestown Mall Trust Mortgage Loan": The Merrill Trust Mortgage
Loan that is secured by the Stonestown Mall Mortgaged Property.
"Subject Securitization Transaction": The commercial mortgage
securitization transaction contemplated by this Agreement.
"Subordinated Certificate": Any Class AM, Class AJ, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class P, Class Q, Class XR, Class R-I or Class R-II
Certificate.
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"Sub-Servicer": Any Person that either Master Servicer or the
Special Servicer has retained or engaged for the performance
(whether directly
or through Sub-Servicers or subcontractors) of a substantial
portion of the
material servicing functions required to be performed by such
Master Servicer or
the Special Servicer under this Agreement, with respect to one or
more of the
Mortgage Loans, which servicing functions either (a) are identified
in Item
1122(d) of Regulation AB or (b) would cause such Person to be a
Servicer.
"Sub-Servicing Agreement": The written contract between either
Master Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer,
on the other hand, relating to servicing and administration of
Mortgage Loans as
provided in Section 3.22.
"Sub-Servicing Function Participant": Any Sub-Servicer,
sub-contractor, vendor, agent or other Person acting on behalf of a
party
hereto, which Sub-Servicer, sub-contractor, vendor, agent or other
Person is a
"party participating in the servicing function" (within the meaning
of the
instructions to Item 1122 of Regulation AB) as regards the Trust
Fund (i.e., any
entity that is performing activities that address the criteria in
Item 1122(d)
of Regulation AB, unless such entity's activities relate only to 5%
or less of
the Mortgage Loans, by balance).
"Subsequent Exchange Act Reports": As defined in Section 8.16(a).
"Substitution Shortfall Amount": With respect to a substitution
pursuant to or as contemplated by Section 2.03(a) hereof, an amount
equal to the
excess, if any, of the Purchase Price of the Trust Mortgage Loan
being replaced,
calculated as of the date of substitution over the Stated Principal
Balance of
the related Qualified Substitute Mortgage Loan as of the date of
substitution.
In the event that one or more Qualified Substitute Mortgage Loans
are
substituted (at the same time) for one or more deleted Trust
Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in
the preceding
sentence on the basis of the aggregate Purchase Price of the Trust
Mortgage Loan
or Trust Mortgage Loans being replaced and the aggregate Stated
Principal
Balance of the related Qualified Substitute Mortgage Loan or
Qualified
Substitute Mortgage Loans.
"Successful Bidder": As defined in Section 7.01(c).
"Tax Matters Person": With respect to each of the REMICs created
hereunder, the Person designated as the "tax matters person" of
such REMIC in
the manner provided under Treasury Regulations Section 1.860F-4(d),
which Person
shall be the applicable Plurality Residual Certificateholder.
"Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms,
to be filed on behalf of each of REMIC I and REMIC II due to its
classification
as a REMIC under the REMIC Provisions, the federal income tax
return to be filed
on behalf of each of Grantor Trust Z and Grantor Trust E due to its
classification as a grantor trust under the Grantor Trust
Provisions, together
with any and all other information, reports or returns that may be
required to
be furnished to the Certificateholders or filed with the Internal
Revenue
