EXECUTION COPY
STRUCTURED ASSET SECURITIES CORPORATION II,
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master Servicer
and
LNR PARTNERS, INC.,
as Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 11, 2006
----------
$3,123,295,440
LB-UBS Commercial Mortgage Trust 2006-C6
Commercial Mortgage Pass-Through Certificates,
Series 2006-C6
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN
ADJUSTMENTS
TO THE PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
10
SECTION 1.01.
Defined Terms...........................................
10
SECTION 1.02.
General Interpretive Principles.........................
125
SECTION 1.03.
Certain Adjustments to the Principal Distributions on
the Certificates.....................................
126
ARTICLE II CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
129
SECTION 2.01.
Creation of Trust; Conveyance of Trust Mortgage Loans...
129
SECTION 2.02.
Acceptance of Trust Fund by Trustee.....................
133
SECTION 2.03.
Repurchase of Trust Mortgage Loans for Document Defects
and Breaches of Representations and Warranties.......
134
SECTION 2.04.
Representations, Warranties and Covenants of the
Depositor............................................
142
SECTION 2.05.
Acceptance of Grantor Trust Assets by Trustee; Issuance
of the Class V Certificates..........................
144
SECTION 2.06.
Acceptance of Loan REMICs by Trustee; Execution,
Authentication and Delivery of Class R-LR
Certificates; Creation of Loan REMIC Regular
Interests............................................
144
SECTION 2.07.
Conveyance of Loan REMIC Regular Interests..............
145
SECTION 2.08.
Execution, Authentication and Delivery of Class R-I
Certificates; Creation of REMIC I Regular
Interests............................................
145
SECTION 2.09.
Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee..................................
146
SECTION 2.10.
Execution, Authentication and Delivery of Class R-II
Certificates; Creation of REMIC II Regular
Interests............................................
146
SECTION 2.11.
Conveyance of REMIC II Regular Interests; Acceptance of
REMIC III by Trustee.................................
146
SECTION 2.12.
Execution, Authentication and Delivery of REMIC III
Certificates.........................................
146
SECTION 2.13.
Acceptance of Loss of Value Reserve Fund by Trustee.....
147
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND
148
SECTION 3.01.
Administration of the Mortgage Loans....................
148
SECTION 3.02.
Collection of Mortgage Loan Payments....................
151
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.................
154
SECTION 3.04.
Pool Custodial Account, Defeasance Deposit Account,
Collection Account, Interest Reserve Account, Excess
Liquidation Proceeds Account and Loss of Value
Reserve Fund.........................................
156
SECTION 3.04A.
Loan Combination Custodial Accounts for Serviced Loan
Combinations. ....................................
161
SECTION 3.05.
Permitted Withdrawals From the Pool Custodial Account,
the Collection Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account..........
164
SECTION 3.05A.
Permitted Withdrawals From the Loan Combination
Custodial Accounts................................
172
SECTION 3.06.
Investment of Funds in the Collection Account, the
Servicing Accounts, the Reserve Accounts, the
Defeasance Deposit Account, the Custodial Accounts,
the REO Accounts, the Interest Reserve Account and
the Excess Liquidation Proceeds Account..............
181
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance.......
183
SECTION 3.08.
Enforcement of Alienation Clauses.......................
188
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required
Appraisals; Appraisal Reduction Calculation..........
193
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files................................................
198
SECTION 3.11.
Servicing Compensation; Payment of Expenses; Certain
Matters Regarding Servicing Advances.................
200
SECTION 3.12.
Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports..............
207
SECTION 3.12A.
Preparation and Delivery of Certain Statements and
Reports to the Serviced Non-Trust Mortgage Loan
Noteholders..........................................
211
SECTION 3.13.
Annual Statement as to Compliance.......................
212
SECTION 3.14.
Reports on Assessment of Compliance with Servicing
Criteria; Registered Public Accounting Firm
Attestation Reports..................................
214
SECTION 3.15.
Access to Certain Information...........................
217
SECTION 3.16.
Title to REO Property; REO Accounts.....................
219
SECTION 3.17.
Management of REO Property..............................
221
SECTION 3.18.
Sale of Trust Mortgage Loans and Administered REO
Properties...........................................
224
SECTION 3.19.
Additional Obligations of the Master Servicer and
Special Servicer; Obligations to Notify Ground
Lessors and Hospitality Franchisors; the Special
Servicer's Right to Request the Master Servicer to
Make Servicing Advances..............................
229
SECTION 3.20.
Modifications, Waivers, Amendments and Consents;
Defeasance...........................................
231
SECTION 3.21.
Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.....................
241
SECTION 3.22.
Sub-Servicing Agreements................................
243
SECTION 3.23.
Representations and Warranties of the Master Servicer...
246
SECTION 3.24.
Representations and Warranties of the Special Servicer..
248
SECTION 3.25.
Certain Matters Regarding the Purchase of the Trust
Mortgage Loan in a Loan Combination..................
249
SECTION 3.26.
Application of Default Charges..........................
250
SECTION 3.27.
Purchase Option and Cure Rights of the Class JRP
Representative.......................................
254
SECTION 3.28.
Defense of Litigation...................................
255
SECTION 3.29.
Deliveries in Connection with Securitization of a
Serviced Non-Trust Mortgage Loan.....................
257
SECTION 3.30.
Matters with respect to the Atlantic Place Trust
Mortgage Loan........................................
257
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO
CERTIFICATEHOLDERS
258
SECTION 4.01.
Distributions...........................................
258
SECTION 4.02.
Statements to Certificateholders and Others.............
271
SECTION 4.03.
P&I Advances With Respect to the Mortgage Pool..........
280
SECTION 4.04.
Allocations of Realized Losses and Additional Trust
Fund Expenses........................................
287
SECTION 4.05.
Various Reinstatement Amounts...........................
288
SECTION 4.06.
Calculations............................................
290
ARTICLE V THE CERTIFICATES
291
SECTION 5.01.
The Certificates........................................
291
SECTION 5.02.
Registration of Transfer and Exchange of Certificates...
291
SECTION 5.03.
Book-Entry Certificates.................................
299
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen Certificates.......
301
SECTION 5.05.
Persons Deemed Owners...................................
301
ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
AND THE
CONTROLLING CLASS REPRESENTATIVE 302
SECTION 6.01.
Liability of Depositor, Master Servicer and Special
Servicer.............................................
302
SECTION 6.02.
Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer.......
302
SECTION 6.03.
Limitation on Liability of Depositor, Master Servicer
and Special Servicer.................................
303
SECTION 6.04.
Resignation of Master Servicer and the Special
Servicer.............................................
304
SECTION 6.05.
Rights of Depositor, Trustee and Serviced Non-Trust
Mortgage Loan Noteholders in Respect of the Master
Servicer and the Special Servicer....................
305
SECTION 6.06.
Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee...............................
305
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.................................
305
SECTION 6.08.
Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer................................
306
SECTION 6.09.
Designation of Special Servicer, Controlling Class
Representative and Class JRP Representative;
Replacement of Special Servicer by the Controlling
Class and Others.....................................
306
SECTION 6.10.
Master Servicer or Special Servicer as Owner of a
Certificate..........................................
310
SECTION 6.11.
Certain Powers of the Controlling Class Representative
and the Class JRP Representative.....................
310
SECTION 6.12.
Certain Matters Regarding the Serviced Loan
Combinations.........................................
314
ARTICLE VII DEFAULT
319
SECTION 7.01.
Events of Default and Outside Servicer Defaults.........
319
SECTION 7.02.
Trustee to Act; Appointment of Successor................
327
SECTION 7.03.
Notification to Certificateholders and Others...........
329
SECTION 7.04.
Waiver of Events of Default and Outside Servicer
Defaults.............................................
329
SECTION 7.05.
Additional Remedies of Trustee Upon Event of Default or
Outside Servicer Default.............................
329
ARTICLE VIII CONCERNING THE TRUSTEE
331
SECTION 8.01.
Duties of Trustee.......................................
331
SECTION 8.02.
Certain Matters Affecting Trustee.......................
332
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans........
333
SECTION 8.04.
Trustee and Fiscal Agent May Own Certificates...........
334
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of and by
Trustee..............................................
334
SECTION 8.06.
Eligibility Requirements for Trustee....................
335
SECTION 8.07.
Resignation and Removal of Trustee......................
336
SECTION 8.08.
Successor Trustee.......................................
337
SECTION 8.09.
Merger or Consolidation of Trustee and Fiscal Agent.....
338
SECTION 8.10.
Appointment of Co-Trustee or Separate Trustee...........
338
SECTION 8.11.
Appointment of Custodians...............................
339
SECTION 8.12.
Appointment of Authenticating Agents....................
340
SECTION 8.13.
Appointment of Tax Administrators.......................
341
SECTION 8.14.
Access to Certain Information...........................
341
SECTION 8.15.
Reports to the Securities and Exchange Commission and
Related Reports......................................
343
SECTION 8.16.
Representations and Warranties of Trustee...............
352
SECTION 8.17.
Appointment of a Fiscal Agent...........................
354
SECTION 8.18.
Representations and Warranties of Fiscal Agent..........
355
ARTICLE IX TERMINATION
357
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust
Mortgage Loans.......................................
357
SECTION 9.02.
Additional Termination Requirements.....................
359
SECTION 9.03.
Outside Administered REO Properties.....................
360
ARTICLE X ADDITIONAL TAX PROVISIONS
361
SECTION 10.01.
REMIC Administration....................................
361
SECTION 10.02.
Grantor Trust Administration............................
364
ARTICLE XI MISCELLANEOUS PROVISIONS
367
SECTION 11.01.
Amendment...............................................
367
SECTION 11.02.
Recordation of Agreement; Counterparts..................
369
SECTION 11.03.
Limitation on Rights of Certificateholders..............
369
SECTION 11.04.
Governing Law; Consent to Jurisdiction..................
370
SECTION 11.05.
Notices.................................................
370
SECTION 11.06.
Severability of Provisions..............................
371
SECTION 11.07.
Grant of a Security Interest............................
371
SECTION 11.08.
Streit Act..............................................
372
SECTION 11.09.
Successors and Assigns; Beneficiaries...................
372
SECTION 11.10.
Article and Section Headings............................
373
SECTION 11.11.
Notices to Rating Agencies..............................
373
SECTION 11.12.
Complete Agreement......................................
375
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
I
Trust Mortgage Loan Schedule
II
Representations and Warranties of the Depositor
III
Exceptions to the Representations and Warranties of the Depositor
IV
Schedule of Environmentally Insured Mortgage Loans
V
Schedule of Initial Deposit Mortgage Loans
VI
Schedule of Mortgage Loans Secured by a Hospitality Property or
Nursing Facility
VII
Schedule of Early Defeasance Mortgage Loans
VIII
[RESERVED]
IX
Schedule of Reference Rates
X
Schedule of Class A-AB Planned Principal Balances
XI
Schedule of Significant Obligor Financial Statement Recipients
Exhibit No.
Exhibit Description
-----------
-------------------
A-1
Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
A-2
Form of Class X-CP Certificate
A-3
Form of Class X-CL Certificate
A-4
Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
A-5
Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificate
A-6
Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
A-7
Form of Class V Certificate
A-8
Form of Class [JRP] 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
Form of Loan Payoff Notification Report
F-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G-1
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2
Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1
Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and Acknowledgment
I-2
Form of Acknowledgment of Proposed Special Servicer
J
Form of UCC-1 Financing Statement Schedule
K
Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
L-1
Form of Information Request/Investor Certification for Website
Access from Certificate [Holder] [Owner]
-vi-
Exhibit No.
Exhibit Description
-----------
-------------------
L-2
Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M
Form of Defeasance Certification
N
Form of Seller/Depositor Notification
O
Form of Controlling Class Representative Confidentiality
Agreement
P
Form of Trustee Backup Certification
Q
Form of Master Servicer Backup Certification
R
Form of Special Servicer Backup Certification
S
Form of Outside Master Servicer Notice
T
Relevant Servicing Criteria Matrix
U
Form of Exchange Act Reportable Event Notification
V
Form of Master Servicer Certification
-vii-
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of September 11, 2006, among STRUCTURED ASSET
SECURITIES
CORPORATION II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master
Servicer, LNR PARTNERS, INC., as Special Servicer, and LASALLE BANK
NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued
hereunder in multiple Classes and which in the aggregate will
evidence the
entire beneficial ownership interest in the Trust Fund.
As provided herein and, in the case of the Reckson Portfolio I
Subordinate Tranche Trust Mortgage Loan, in the Reckson Loan REMIC
Declaration,
the Trustee will elect to treat each Early Defeasance Trust
Mortgage Loan, if
any, as the primary asset of a separate REMIC for federal income
tax purposes,
and each such REMIC will be designated as a "Loan REMIC". The Class
R-LR
Certificates (if issued in accordance with Section 2.06) will
represent the sole
class of "residual interests" in each and every Loan REMIC, if any,
for purposes
of the REMIC Provisions under federal income tax law. A separate
Loan REMIC
Regular Interest will, on the Closing Date, be issued with respect
to, and will
thereafter relate to, each Early Defeasance Trust Mortgage Loan, if
any,
included in a Loan REMIC. Each Loan REMIC Regular Interest, if any,
issued with
respect to, and relating to, an Early Defeasance Trust Mortgage
Loan in a Loan
REMIC, shall also relate to any successor REO Trust Mortgage Loan
with respect
to such Early Defeasance Trust Mortgage Loan; provided that the
Loan REMIC
Regular Interest in the Reckson Loan REMIC was issued prior to the
Closing Date
in accordance with the Reckson Loan REMIC Declaration. Each Loan
REMIC Regular
Interest, if any, shall: (i) bear a numeric designation that is the
same as the
loan number for the related Early Defeasance Trust Mortgage Loan
set forth on
the Trust Mortgage Loan Schedule; (ii) accrue interest at the
related per annum
rate described in the definition of "Loan REMIC Remittance Rate";
and (iii) have
an initial Uncertificated Principal Balance (or, in the case of the
Loan REMIC
Regular Interest in the Reckson Loan REMIC, an Uncertificated
Principal Balance
as of the Closing Date) equal to the Cut-off Date Balance of the
related Early
Defeasance Trust Mortgage Loan. The Legal Final Distribution Date
of each Loan
REMIC Regular Interest, if any, other than the Loan REMIC Regular
Interest in
the Reckson Loan REMIC, is the Distribution Date immediately
following the third
anniversary of the end of the remaining amortization term (as
determined as of
the Closing Date) of the related Early Defeasance Trust Mortgage
Loan. The Legal
Final Distribution Date of the Loan REMIC Regular Interest in the
Reckson Loan
REMIC is specified in the Reckson Loan REMIC Declaration. None of
the Loan REMIC
Regular Interests (if issued in accordance with Section 2.06) will
be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of
the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any
collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after
their
respective Anticipated Repayment Dates), any Loan REMIC Regular
Interests 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 represent the sole class
of "residual
interests" in REMIC I for purposes of the REMIC Provisions under
federal income
tax law. Two separate REMIC I Regular Interests will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, each Split
Trust Mortgage
Loan. The following table sets forth the alphabetic or alphanumeric
designations
of the REMIC I Regular Interests that will relate to the Split
Trust Mortgage
Loans.
Designation of REMIC I
Split Trust Mortgage Loan
Regular Interests
--------------------------------------------------
----------------------
Park Square Building Trust Mortgage Loan
PSB-A
PSB-B
Sheraton Sand Key Hotel Trust Mortgage Loan
SSKH-A
SSKH-B
Naples Walk I, II and III Trust Mortgage Loan
NW-A
NW-B
Lakewood Ranch Shopping Center Trust Mortgage Loan
LRSC-A
LRSC-B
Country Club Safeway Trust Mortgage Loan
CCS-A
CCS-B
Mission Plaza Shopping Center Trust Mortgage Loan
MPSC-A
MPSC-B
Yankee Candle Flagship Store Trust Mortgage Loan
YCFS-A
YCFS-B
Mango Plaza Trust Mortgage Loan
MP-A
MP-B
Fairfax II Trust Mortgage Loan
FII-A
FII-B
Stor-All/Weston II Trust Mortgage Loan
SAWII-A
SAWII-B
CVS - Waynesboro, PA Trust Mortgage Loan
CVSW-A
CVSW-B
Stor-All/Oviedo Trust Mortgage Loan
SAO-A
SAO-B
Stor-All/Landmark Trust Mortgage Loan
SAL-A
SAL-B
In addition, a separate REMIC I Regular Interest will, on the
Closing
Date, be issued with respect to, and will thereafter relate to,
each other Trust
Mortgage Loan included in REMIC I and each Loan REMIC Regular
Interest, if any,
included in REMIC I. Each REMIC I Regular Interest issued with
respect to, and
relating to, a Trust Mortgage Loan in REMIC I, shall also relate to
any
successor REO Trust Mortgage Loan with respect to such Trust
Mortgage Loan. Each
REMIC I Regular Interest issued with respect to, and relating to,
any Loan REMIC
Regular Interest, shall also relate to the Early Defeasance Trust
Mortgage Loan
and any successor REO Trust Mortgage Loan corresponding to such
Loan REMIC
Regular Interest. Each REMIC I Regular Interest shall: (i) except
as otherwise
described above with respect to each of the respective REMIC I
Regular Interests
that correspond to a Split Trust Mortgage Loan, bear a numeric
designation that
is the same as the loan number for the related Trust Mortgage Loan
set forth on
the Trust Mortgage Loan Schedule; (ii) accrue interest at a per
annum rate
described in the definition of "REMIC I Remittance Rate"; and (iii)
have an
initial Uncertificated Principal Balance equal to (A) in the case
of any REMIC I
Regular Interest that corresponds to a Split Trust Mortgage Loan,
the amount
specified opposite the alphanumeric designation for such REMIC I
Regular
Interest in the following table and (B) the Cut-off Date Balance of
the related
Trust Mortgage Loan in the case of each other REMIC I Regular
Interest.
-2-
Designation of REMIC I Regular
Initial Uncertificated
Interests that correspond to Split
Principal Balance of REMIC I
Mortgage Loans
Regular Interests
----------------------------------
----------------------------
PSB-A
$71,200,000.00
PSB-B
$23,800,000.00
SSKH-A
$17,691,861.00
SSKH-A
$17,204,364.22
NW-A
$10,608,069.00
NW-B
$ 7,765,986.54
LRSC-A
$ 5,860,258.00
LRSC-B
$ 4,325,359.83
CCS-A
$ 5,025,623.00
CCS-B
$ 3,999,377.00
MPSC-A
$ 3,940,569.00
MPSC-B
$ 4,852,498.34
YCFS-A
$ 3,597,418.00
YCFS-B
$ 3,686,372.99
MP-A
$ 5,009,827.00
MP-B
$ 1,979,729.04
FII-A
$ 2,078,448.00
FII-B
$ 4,412,720.86
SAWII-A
$ 2,524,949.00
SAWII-B
$ 1,059,387.20
CVSW-A
$ 1,723,640.00
CVSW-B
$ 1,568,272.87
SAO-A
$ 1,339,969.00
SAO-B
$ 1,547,412.94
SAL-A
$ 1,123,034.00
SAL-B
$
470,004.30
The Legal Final Distribution Date of each of the REMIC I Regular
Interests is
the Distribution Date immediately following the third anniversary
of the end of
the remaining amortization term (as determined as of the Closing
Date) of the
related Trust Mortgage Loan. 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 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
represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. The Legal Final Distribution Date for
each REMIC
II Regular Interest is the latest Rated Final Distribution Date.
None of the
REMIC II Regular Interests will be certificated. Each REMIC II
Regular Interest
shall accrue interest at a per annum rate described in the
definition of "REMIC
II Remittance Rate". The following table sets forth the designation
and the
initial Uncertificated Principal Balance for each of the REMIC II
Regular
Interests.
-3-
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II Regular
Interests
Interests
-------------------------------
-------------------------------------
A-1-1
$ 59,569,000
A-1-2
$ 20,431,000
A-2-1
$ 36,605,000
A-2-2
$112,542,000
A-2-3
$ 70,853,000
A-3
$ 41,000,000
A-AB-1
$ 13,053,000
A-AB-2
$ 63,947,000
A-4-1
$200,977,000
A-4-2
$ 86,056,000
A-4-3
$103,395,000
A-4-4
$962,810,000
A-1A-1
$
7,036,000
A-1A-2
$
7,031,000
A-1A-3
$ 14,655,000
A-1A-4
$ 18,700,000
A-1A-5
$130,216,000
A-1A-6
$
7,966,000
A-1A-7
$ 28,961,000
A-1A-8
$146,833,000
A-M
$304,663,000
A-J-1
$ 13,645,000
A-J-2
$214,851,000
B
$ 26,658,000
C-1
$ 42,160,000
C-2
$
7,348,000
D-1
$ 20,640,000
D-2
$
9,826,000
E
$ 15,233,000
F-1
$ 12,452,000
F-2
$ 25,631,000
G
$ 26,658,000
H
$ 30,466,000
J-1
$ 29,559,000
J-2
$
4,716,000
K
$ 53,316,000
L
$
7,616,000
M
$ 11,425,000
N
$
7,617,000
P
$
7,616,000
Q
$
3,809,000
S
$ 11,424,000
T
$ 26,658,954
JRP-1
$
431,934
JRP-2
$
2,104,192
JRP-3
$
2,819,259
JRP-4
$
1,938,289
JRP-5
$
1,934,652
JRP-6
$
1,938,289
-4-
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II Regular
Interests
Interests
-------------------------------
-------------------------------------
JRP-7
$ 1,937,077
JRP-8
$ 2,109,023
JRP-9
$ 3,778,933
JRP-10
$ 6,577,663
JRP-11
$14,098,128
JRP-12
$13,532,753
JRP-13
$ 5,294,821
JRP-14
$ 4,978,737
JRP-15
$ 2,532,036
JRP-16
$ 2,518,154
JRP-17
$ 8,147,546
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III". The Class R-III Certificates will
evidence the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Interest Certificates (exclusive of the Class X-CL and
Class X-CP
Certificates), each REMIC III Component of the Class X-CL
Certificates and each
REMIC III Component of the Class X-CP Certificates will be
designated as a
separate "regular interest" in REMIC III. The Legal Final
Distribution Date for
each Class of Regular Interest Certificates (exclusive of the Class
X-CL and
Class X-CP Certificates), for each REMIC III Component of the Class
X-CL
Certificates and for each REMIC III Component of the Class X-CP
Certificates is
the latest Rated Final Distribution Date. Each Class of Regular
Interest
Certificates, each REMIC III Component of the Class X-CL
Certificates and each
REMIC III Component of the Class X-CP Certificates will accrue
interest at the
per annum rate described in the definition of "Pass-Through Rate."
The following
table sets forth the Class designation and original Class Principal
Balance for
each Class of the Regular Interest Certificates.
-5-
Class
Original Class
Designation of Regular Interest
Principal Balance of Regular
Certificate Classes
Interest Certificate Classes
-------------------------------
----------------------------
Class A-1
$
80,000,000
Class A-2
$
220,000,000
Class A-3
$
41,000,000
Class A-AB
$
77,000,000
Class A-4
$1,353,238,000
Class A-1A
$
361,398,000
Class A-M
$
304,663,000
Class A-J
$
228,496,000
Class B
$
26,658,000
Class C
$
49,508,000
Class D
$
30,466,000
Class E
$
15,233,000
Class F
$
38,083,000
Class G
$
26,658,000
Class H
$
30,466,000
Class J
$
34,275,000
Class K
$
53,316,000
Class L
$
7,616,000
Class M
$
11,425,000
Class N
$
7,617,000
Class P
$
7,616,000
Class Q
$
3,809,000
Class S
$
11,424,000
Class T
$
26,658,954
Class X-CL
(1)
Class X-CP
(2)
Class JRP-1
$
431,934
Class JRP-2
$
2,104,192
Class JRP-3
$
2,819,259
Class JRP-4
$
1,938,289
Class JRP-5
$
1,934,652
Class JRP-6
$
1,938,289
Class JRP-7
$
1,937,077
Class JRP-8
$
2,109,023
Class JRP-9
$
3,778,933
Class JRP-10
$
6,577,663
Class JRP-11
$
14,098,128
Class JRP-12
$
13,532,753
Class JRP-13
$
5,294,821
Class JRP-14
$
4,978,737
Class JRP-15
$
2,532,036
Class JRP-16
$
2,518,154
Class JRP-17
$
8,147,546
-6-
----------
(1)
The Class X-CL Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CL Certificates will have
a Class Notional Amount which will be equal to the aggregate of
the Component Notional Amounts of the Class X-CL REMIC III
Components from time to time. As more specifically provided
herein, interest in respect of the Class X-CL Certificates will
consist of the aggregate amount of interest accrued on the
respective Component Notional Amounts of the Class X-CL REMIC III
Components from time to time.
(2)
The Class X-CP Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CP Certificates will have
a Class Notional Amount which will be equal to the aggregate of
the Component Notional Amounts of the Class X-CP REMIC III
Components from time to time. As more specifically provided
herein, interest in respect of the Class X-CP Certificates will
consist of the aggregate amount of interest accrued on the
respective Component Notional Amounts of the Class X-CP REMIC III
Components from time to time.
As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor
Trust
Assets, if any, maintains its status as a grantor trust under the
Code. The
Class V Certificates (if issued in accordance with Section 2.05)
will represent
the entire beneficial ownership of the Grantor Trust Assets.
Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust
Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will
not be
issued and the provisions of Section 2.05(b) will apply.
The Initial Pool Balance will be approximately $3,123,295,440.
There exists one (1) Trust Mortgage Loan (the "Reckson Portfolio I
Subordinate Tranche Trust Mortgage Loan"), with a Cut-off Date
Balance of
$37,000,000, that is evidenced by a Mortgage Note designated as
Note B-2 and is,
together with two (2) other mortgage loans that will not be part of
the Trust
Fund (such two (2) other mortgage loans, together, the "Reckson
Portfolio I
Non-Trust Mortgage Loans"), secured on a collective basis by the
same Mortgage
encumbering the property identified on the Trust Mortgage Loan
Schedule as
Reckson Portfolio I (the "Reckson Portfolio I Mortgaged Property").
The Reckson
Portfolio I Non-Trust Mortgage Loans consist of: (i) one (1)
mortgage loan (the
"Reckson Portfolio I Note A1 Non-Trust Mortgage Loan") that has an
unpaid
principal balance as of the Cut-off Date of $122,850,000, is
evidenced by a
Mortgage Note designated as Note A and is, as of the Closing Date,
together with
various other commercial and multifamily mortgage loans, included
in a
commercial mortgage securitization involving the issuance of the
LB-UBS
Commercial Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
Rate
Certificates, Series 2005-C7; and (ii) one (1) mortgage loan (the
"Reckson
Portfolio I Note B-1 Non-Trust Mortgage Loan") that has an unpaid
principal
balance as of the Cut-off Date of $36,218,300, is evidenced by a
Mortgage Note
designated as Note B-1 and is, as of the Closing Date, held by an
institutional
third-party noteholder. The Reckson Portfolio I Subordinated
Tranche Trust
Mortgage Loan and the Reckson Portfolio I Non-Trust Mortgage Loans
collectively
constitute the "Reckson Portfolio I Loan Combination" (which term
shall include
any group of successor REO Mortgage Loans (or the similar concept
under the
Reckson Portfolio I Servicing Agreement) with respect to those
three (3)
Mortgage Loans).
The relative rights of the respective lenders in respect of the
Reckson Portfolio I Loan Combination are set forth in a co-lender
agreement
dated as of November 4, 2005 and modified by a
-7-
noteholders priority agreement dated as of January 20, 2006 (such
co-lender
agreement, as such was modified by such noteholders' priority
agreement and may
be further amended, restated, supplemented or otherwise modified
from time to
time hereafter, the "Reckson Portfolio I Co-Lender Agreement"),
between the
holder of the Mortgage Note for the Reckson Portfolio I Subordinate
Tranche
Trust Mortgage Loan and the respective holders of the Mortgage
Notes for the
Reckson Portfolio I Non-Trust Mortgage Loans. As of the Closing
Date, the entire
Reckson Portfolio I Loan Combination is to be serviced and
administered in
accordance with the Pooling and Servicing Agreement dated as of
October 11, 2005
(such pooling and servicing agreement, as amended, restated,
supplemented or
otherwise modified from time to time, together with any successor
servicing
agreement provided for under the Reckson Portfolio I Co-Lender
Agreement, the
"Reckson Portfolio I Servicing Agreement"), between SASCO II as
depositor,
LaSalle Bank National Association as trustee, Wachovia Bank,
National
Association as master servicer, Midland Loan Services, Inc. as
special servicer
and ABN AMRO Bank, N.V., as fiscal agent.
There exists one (1) Trust Mortgage Loan (the "1211 Avenue of the
Americas Trust Mortgage Loan"), with a Cut-off Date Balance of
$400,000,000,
that is evidenced by a Mortgage Note designated as Note A-1 and is,
together
with one (1) other mortgage loan that will not be part of the Trust
Fund (such
one (1) other mortgage loan, the "1211 Avenue of the Americas Note
A-2 Non-Trust
Mortgage Loan"), secured on a collective basis by the same Mortgage
encumbering
the property identified on the Trust Mortgage Loan Schedule as 1211
Avenue of
the Americas (the "1211 Avenue of the Americas Mortgaged
Property"). The 1211
Avenue of the Americas Note A-2 Non-Trust Mortgage Loan has an
unpaid principal
balance as of the Cut-off Date of $275,000,000, is evidenced by a
Mortgage Note
designated as Note A-2 and is, as of the Closing Date, held by an
affiliate of
the Depositor. The 1211 Avenue of the Americas Trust Mortgage Loan
and the 1211
Avenue of the Americas Note A-2 Non-Trust Mortgage Loan together
constitute the
"1211 Avenue of the Americas Loan Combination" (which term shall
include any
group of successor REO Mortgage Loans with respect to those two (2)
Mortgage
Loans). The relative rights of the respective lenders in respect of
the 1211
Avenue of the Americas Loan Combination are set forth in a
co-lender agreement
dated as of September 11, 2006 (such co-lender agreement, as
amended,
restated, supplemented or otherwise modified from time to time, the
"1211 Avenue
of the Americas Co-Lender Agreement"), between the holder of the
Mortgage Note
for the 1211 Avenue of the Americas Trust Mortgage Loan and the
holder of the
Mortgage Note for the 1211 Avenue of the Americas Note A-2
Non-Trust Mortgage
Loan. From and after the Closing Date, the 1211 Avenue of the
Americas Loan
Combination is to be serviced and administered in accordance with
this Agreement
by the Master Servicer and the Special Servicer.
There exists one (1) Trust Mortgage Loan (the "1155 Avenue of the
Americas Trust Mortgage Loan"), with a Cut-off Date Balance of
$12,090,448, that
is evidenced by a Mortgage Note designated as Promissory Note A-4
and is,
together with three (3) other mortgage loans that will not be part
of the Trust
Fund (such three (3) other mortgage loans, together, the "1155
Avenue of the
Americas Non-Trust Mortgage Loans"), secured on a collective basis
by the same
Mortgage encumbering the property identified on the Trust Mortgage
Loan Schedule
as 1155 Avenue of the Americas (the "1155 Avenue of the Americas
Mortgaged
Property"). The 1155 Avenue of the Americas Non-Trust Mortgage
Loans consist of:
(i) one (1) mortgage loan (the "1155 Avenue of the Americas Note
A-1 Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the
Cut-off Date of
$47,000,000, is evidenced by a Mortgage Note designated as
Promissory Note A-1
and is, as of the Closing Date, held by an institutional
third-party noteholder;
(ii) one (1) mortgage loan (the "1155 Avenue of the Americas Note
A-2 Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the
Cut-off Date of
-8-
$20,185,000, is evidenced by a Mortgage Note designated as
Promissory Note A-2
and is, as of the Closing Date, held by an institutional
third-party noteholder;
and (iii) one (1) mortgage loan (the "1155 Avenue of the Americas
Note A-3
Non-Trust Mortgage Loan") that has an unpaid principal balance as
of the Cut-off
Date of $30,000,000, is evidenced by a Mortgage Note designated as
Promissory
Note A-3 and is, as of the Closing Date, held by an institutional
third-party
noteholder. The 1155 Avenue of the Americas Trust Mortgage Loan and
the 1155
Avenue of the Americas Non-Trust Mortgage Loans collectively
constitute the
"1155 Avenue of the Americas Loan Combination" (which term shall be
deemed to
apply with respect to those four (4) Mortgage Loans even if the
1155 Avenue of
the Americas Mortgaged Property becomes an REO Property). The
relative rights of
the respective lenders in respect of the 1155 Avenue of the
Americas Loan
Combination are set forth in a co-lender agreement dated as of
December 22, 2005
(such co-lender agreement, as amended, restated, supplemented or
otherwise
modified from time to time, the "1155 Avenue of the Americas
Co-Lender
Agreement"), between the holder of the Mortgage Note for the 1155
Avenue of the
Americas Trust Mortgage Loan and the respective holders of the
Mortgage Notes
for the 1155 Avenue of the Americas Non-Trust Mortgage Loans. The
entire 1155
Avenue of the Americas Loan Combination is to be serviced and
administered in
accordance with a Servicing Agreement dated as of December 22, 2005
(such
servicing agreement, as amended, restated, supplemented or
otherwise modified
from time to time, the "1155 Avenue of the Americas Servicing
Agreement"),
between Wachovia Bank, National Association, as servicer and
special servicer,
and the initial holder of the respective Mortgage Notes for the
1155 Avenue of
the Americas Trust Mortgage Loan and the 1155 Avenue of the
Americas Non-Trust
Mortgage Loans.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee hereby
agree, in each case, as follows:
-9-
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN ADJUSTMENTS TO THE PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"125 High Street Mortgaged Property" shall mean the Mortgaged
Property
identified on the Trust Mortgage Loan Schedule as 125 High Street.
"125 High Street Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by
mortgage loan
number 2, and is secured by a Mortgage on the 125 High Street
Mortgaged
Property.
"1155 Avenue of the Americas Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
period commencing on the day immediately following the 1155 Avenue
of the
Americas Determination Date in the calendar month preceding the
month in which
such Distribution Date or Trust Master Servicer Remittance Date, as
the case may
be, occurs (or, in the case of each of the initial Distribution
Date or the
initial Trust Master Servicer Remittance Date, as the case may be,
commencing
immediately following the Cut-off Date) and ending on and including
the 1155
Avenue of the Americas Determination Date in the calendar month in
which such
Distribution Date or Trust Master Servicer Remittance Date, as the
case may be,
occurs.
"1155 Avenue of the Americas Co-Lender Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Determination Date" shall mean, during
any calendar month, commencing in October 2006, the "Servicer
Remittance Date"
(within the meaning of the 1155 Avenue of the Americas Servicing
Agreement) in
such calendar month.
"1155 Avenue of the Americas Loan Combination" shall have the
meaning
assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Master Servicer" shall mean the
servicer
under the 1155 Avenue of the Americas Servicing Agreement.
"1155 Avenue of the Americas Mortgaged Property" shall have the
meaning assigned thereto in the Preliminary Statement.
-10-
"1155 Avenue of the Americas Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for a 1155 Avenue of the Americas Non-Trust Mortgage Loan.
"1155 Avenue of the Americas Non-Trust Mortgage Loans" shall have
the
meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Note A-1 Non-Trust Mortgage Loan"
shall
have the meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Note A-2 Non-Trust Mortgage Loan"
shall
have the meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Note A-3 Non-Trust Mortgage Loan"
shall
have the meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Note A-1 Non-Trust Mortgage Loan
Noteholder" shall mean the holder of the Mortgage Note for the 1155
Avenue of
the Americas Note A-1 Non-Trust Mortgage Loan.
"1155 Avenue of the Americas Note A-2 Non-Trust Mortgage Loan
Noteholder" shall mean the holder of the Mortgage Note for the 1155
Avenue of
the Americas Note A-2 Non-Trust Mortgage Loan.
"1155 Avenue of the Americas Note A-3 Non-Trust Mortgage Loan
Noteholder" shall mean the holder of the Mortgage Note for the 1155
Avenue of
the Americas Note A-3 Non-Trust Mortgage Loan.
"1155 Avenue of the Americas Noteholders" shall mean, collectively,
the holder of the Mortgage Note for the 1155 Avenue of the Americas
Trust
Mortgage Loan, together with the 1155 Avenue of the Americas
Non-Trust Mortgage
Loan Noteholders.
"1155 Avenue of the Americas REO Trust Mortgage Loan" shall mean
any
REO Trust Mortgage Loan relating to the 1155 Avenue of the Americas
Trust
Mortgage Loan.
"1155 Avenue of the Americas Servicer" shall mean either the 1155
Avenue of the Americas Master Servicer or the 1155 Avenue of the
Americas
Special Servicer, as applicable.
"1155 Avenue of the Americas Servicing Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.
"1155 Avenue of the Americas Special Servicer" shall mean the
special
servicer responsible for special servicing the 1155 Avenue of the
Americas Loan
Combination or any related REO Property under the 1155 Avenue of
the Americas
Servicing Agreement.
"1155 Avenue of the Americas Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
-11-
"1155 Avenue of the Americas Underlying Collection Period" shall
mean
the "Due Period" under the initial 1155 Avenue of the Americas
Servicing
Agreement or any comparable period under any successor 1155 Avenue
of the
Americas Servicing Agreement.
"1211 Avenue of the Americas Collection Period" shall mean, with
respect to any Distribution Date, 1211 Avenue of the Americas
Master Servicer
Remittance Date or Trust Master Servicer Remittance Date, the
period commencing
on the day immediately following the 1211 Avenue of the Americas
Determination
Date in the calendar month preceding the month in which such
Distribution Date,
1211 Avenue of the Americas Master Servicer Remittance Date or
Trust Master
Servicer Remittance Date, as the case may be, occurs (or, in the
case of each of
the initial Distribution Date, initial 1211 Avenue of the Americas
Master
Servicer Remittance Date or the initial Trust Master Servicer
Remittance Date,
as the case may be, commencing immediately following the Cut-off
Date) and
ending on and including the 1211 Avenue of the Americas
Determination Date in
the calendar month in which such Distribution Date, 1211 Avenue of
the Americas
Master Servicer Remittance Date or Trust Master Servicer Remittance
Date, as the
case may be, occurs.
"1211 Avenue of the Americas Determination Date" shall mean, during
any calendar month, commencing with October 2006, the Due Date for
the 1211
Avenue of the Americas Loan Combination during that calendar month.
"1211 Avenue of the Americas Co-Lender Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.
"1211 Avenue of the Americas Loan Combination" shall have the
meaning
assigned thereto in the Preliminary Statement.
"1211 Avenue of the Americas Master Servicer Remittance Date" shall
mean, during any calendar month, commencing with October 2006, the
Business Day
following the 1211 Avenue of the Americas Determination Date in
such calendar
month.
"1211 Avenue of the Americas Mortgaged Property" shall have the
meaning assigned thereto in the Preliminary Statement.
"1211 Avenue of the Americas Noteholders" shall mean, collectively,
the holder of the Mortgage Note for the 1211 Avenue of the Americas
Trust
Mortgage Loan, together with the 1211 Avenue of the Americas Note
A-2 Non-Trust
Mortgage Loan Noteholder.
"1211 Avenue of the Americas Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"1211 Avenue of the Americas Note A-2 Non-Trust Mortgage Loan"
shall
have the meaning assigned thereto in the Preliminary Statement.
"1211 Avenue of the Americas Note A-2 Non-Trust Mortgage Loan
Noteholder" shall mean the holder of the Mortgage Note for the 1211
Avenue of
the Americas Note A-2 Non-Trust Mortgage Loan.
-12-
"A/B Co-Lender Agreement" shall mean the Co-Lender Agreement with
respect to a Serviced A/B Loan Combination.
"A/B Mortgaged Property" shall mean the Mortgaged Property related
to
a Serviced A/B Loan Combination.
"Acceptable Insurance Default" shall mean, with respect to any
Serviced Mortgage Loan, any default under the related loan
documents resulting
from (a) the exclusion of acts of terrorism from coverage under the
related all
risk casualty insurance policy maintained on the subject Mortgaged
Property and
(b) the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but only if the Special Servicer has determined,
in its
reasonable judgment (subject to Section 6.11 and/or Section 6.12,
in each case
if and as applicable), that (i) such insurance is not available at
commercially
reasonable rates and the subject hazards are not commonly insured
against at the
time for real properties similar to the subject Mortgaged Property
and located
in and around the region in which the subject Mortgaged Property is
located, or
(ii) such insurance is not available at any rate. Subject to the
Servicing
Standard, in making any of the determinations under and in
accordance with
subclause (i) or (ii) of this definition, the Special Servicer
shall be entitled
to reasonably rely on the opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest
Certificates, the
amount of which interest shall equal: (a) in the case of any Class
of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth
of the product
of (i) the annual Pass-Through Rate applicable to such Class of
Certificates for
such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of
such Class of Certificates outstanding immediately prior to the
related
Distribution Date; and (b) in the case of either Class of
Interest-Only
Certificates for any Interest Accrual Period, the aggregate amount
of Accrued
Component Interest with respect to all of the REMIC III Components
of such Class
of Certificates for such Interest Accrual Period. The Regular
Interest
Certificates shall accrue interest on a 30/360 Basis.
"Accrued Component Interest" shall mean the interest accrued from
time
to time with respect to any REMIC III Component of either Class of
Interest-Only
Certificates, the amount of which interest shall equal, for any
Interest Accrual
Period, one-twelfth of the product of (i) the annual Pass-Through
Rate
applicable to such REMIC III Component for such Interest Accrual
Period,
multiplied by (ii) the Component Notional Amount of such REMIC III
Component
outstanding immediately prior to the related Distribution Date.
Each REMIC III
Component of a Class of Interest-Only Certificates shall accrue
interest on a
30/360 Basis.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property or any interest therein is
considered to be
acquired by (or, in the case of an Outside Administered REO
Property, acquired
for the benefit of) the Trust Fund within the meaning of Treasury
regulations
section 1.856-6(b)(1), which shall be the first day on which the
Trust Fund is
treated as the owner of such REO Property or an interest therein
for federal
income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest
accrual
period in a year assumed to consist of 360 days.
"Actual/360 Equivalent of the Related Outside Servicing Fee Rate"
shall mean, in the case of an Outside Servicing Fee that is
calculated on a
30/360 Basis, for any Interest Accrual Period, a
-13-
rate per annum equal to the product of (a) the applicable Outside
Servicing Fee
Rate, multiplied by (b) a fraction, expressed as a percentage, the
numerator of
which is 30 and the denominator of which is the number of days in
such Interest
Accrual Period.
"Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).
"Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, subject to Section
2.05(b), all
interest accrued on the principal balance of such ARD Mortgage Loan
at the
Additional Interest Rate and, if so provided in the related loan
documents,
compounded at the related Mortgage Rate (the payment of which
interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the
entire
outstanding principal balance thereof has been paid). For purposes
of this
Agreement, Additional Interest on an ARD Mortgage Loan or any
successor REO
Mortgage 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 Mortgage Loan or any successor
REO Mortgage
Loan with respect thereto, notwithstanding that the terms of the
related loan
documents so permit. To the extent that any Additional Interest is
not paid on a
current basis, it shall, for purposes of this Agreement, be deemed
to be
deferred interest (regardless of whether it is added to principal
outstanding
with respect to the related ARD Mortgage Loan in accordance with
the related
loan documents).
"Additional Interest Rate" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, subject to
Section 2.05(b),
the incremental increase in the Mortgage Rate for such loan
resulting from the
passage of such Anticipated Repayment Date.
"Additional Item 1123 Servicer" shall mean any Additional Servicer
that meets any of the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation
AB with respect to the Subject Securitization Transaction.
"Additional Servicer" shall mean any Servicer, other than the
Master
Servicer, the Special Servicer and the Trustee.
"Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset
therein; (ii) is
not paid by or on behalf of any Mortgagor and is not covered by a
nonreimbursable payment by any party hereto; (iii) is not otherwise
included in
the calculation of a Realized Loss in respect of any particular
Trust Mortgage
Loan or REO Trust Mortgage Loan; and (iv) would result or has
resulted, as the
case may be, in the Holders of Regular Interest Certificates
receiving less than
the full amount of principal and/or Distributable Certificate
Interest to which
they are entitled on any Distribution Date.
"Adjusted Actual/360 Accrued Interest Amount" shall mean: (1) with
respect to any Loan REMIC Regular Interest or REMIC I Regular
Interest that
relates to an Interest Reserve Mortgage Loan or an Interest Reserve
REO Mortgage
Loan (other than any such REMIC I Regular Interest that relates to
a Split Trust
Mortgage Loan or a Split REO Trust Mortgage Loan), for any Interest
Accrual
Period, an amount of interest equal to the product of (a) the
Mortgage Rate for
the related Trust Mortgage Loan in effect as of the Closing Date
(without regard
to any modifications, extensions, waivers or amendments of the
related Trust
Mortgage Loan subsequent to the Closing Date and, if such related
Trust Mortgage
Loan is an Outside Serviced Trust Mortgage Loan, reduced by the
related Outside
Servicing Fee Rate, if the related Outside Servicing Fee is
calculated on an
Actual/360 Basis, or
-14-
by the Actual/360 Equivalent of the Related Outside Servicing Fee
Rate, if the
related Outside Servicing Fee is calculated on a 30/360 Basis),
multiplied by
(b) a fraction, the numerator of which is the number of days in
such Interest
Accrual Period, and the denominator of which is 360, multiplied by
(c) the
Uncertificated Principal Balance of such Loan REMIC Regular
Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the
Distribution Date
that corresponds to such Interest Accrual Period; and (2) with
respect to any
REMIC I Regular Interest that relates to either a Split Trust
Mortgage Loan that
is an Interest Reserve Mortgage Loan or a Split REO Trust Mortgage
Loan that is
an Interest Reserve REO Mortgage Loan, for any Interest Accrual
Period, an
amount of interest equal to the product of (a) the Deemed Fixed
Gross Rate with
respect to such REMIC I Regular Interest, multiplied by (b) a
fraction, the
numerator of which is the number of days in such Interest Accrual
Period, and
the denominator of which is 360, multiplied by (c) the
Uncertificated Principal
Balance of such REMIC I Regular Interest immediately prior to the
Distribution
Date that corresponds to such Interest Accrual Period; provided
that, if the
subject Interest Accrual Period ends during (x) the calendar month
of January
(except in a leap year) or (y) the calendar month of February, then
the amount
of interest calculated with respect to any particular Loan REMIC
Regular
Interest or REMIC I Regular Interest pursuant to this definition
for such
Interest Accrual Period without regard to this proviso shall be
decreased by the
Interest Reserve Amount, if any, with respect to the related
Interest Reserve
Mortgage Loan or Interest Reserve REO Mortgage Loan, as the case
may be,
transferred (in accordance with Section 3.04(c)) from the
Collection Account to
the Interest Reserve Account in the calendar month in which such
Interest
Accrual Period ends (or, in the case of any such REMIC I Regular
Interest that
relates to a Split Trust Mortgage Loan or a Split REO Trust
Mortgage Loan, the
portion of such Interest Reserve Amount that is allocable to such
REMIC I
Regular Interest in accordance with the definition of "Interest
Reserve Amount"
herein); and provided, further, that, if the subject Interest
Accrual Period
ends during the calendar month of March, then the amount calculated
with respect
to any particular Loan REMIC Regular Interest or REMIC I Regular
Interest
pursuant to this definition for such Interest Accrual Period
without regard to
this proviso shall be increased by the Interest Reserve Amount(s),
if any, with
respect to the related Interest Reserve Mortgage Loan or Interest
Reserve REO
Mortgage Loan, as the case may be, transferred (in accordance with
Section
3.05(c)) from the Interest Reserve Account to the Collection
Account in the
calendar month in which such Interest Accrual Period ends (or, in
the case of
any such REMIC I Regular Interest that relates to a Split Trust
Mortgage Loan or
a Split REO Trust Mortgage Loan, the portion of such Interest
Reserve Amount(s)
that is allocable to such REMIC I Regular Interest in accordance
with the
definition of "Interest Reserve Amount" herein).
"Adjusted Net Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to (a) the Net Principal
Distribution Amount
for such Distribution Date, plus (b) all amounts to be added to
such Net
Principal Distribution Amount pursuant to Section 1.03(c) for such
Distribution
Date, minus (c) all amounts to be subtracted from such Net
Principal
Distribution Amount pursuant to Section 1.03(b) for such
Distribution Date.
"Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest, for any Interest Accrual Period, an
annual rate equal
to the annual Pass-Through Rate in effect during such Interest
Accrual Period
for the Class of Principal Balance Certificates as to which such
REMIC II
Regular Interest is the sole Corresponding REMIC II Regular
Interest or is one
of two or more Corresponding REMIC II Regular Interests, as
applicable.
"Administered REO Property" shall mean any REO Property other than,
if
applicable, any Outside Administered REO Property.
-15-
"Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the sum of (i) the related Outside Servicing
Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing
Fee Rate; and
(b) with respect to each other Trust Mortgage Loan (or anyp
successor REO Trust
Mortgage Loan with respect thereto), the corresponding rate per
annum specified
as the "Administrative Cost Rate" on the Trust Mortgage Loan
Schedule, which,
for each Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), is equal to the sum of the related Master
Servicing Fee Rate
and the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall mean, subject to Section
2.05(b),
any endangerment to the status of the Grantor Trust as a grantor
trust under the
Grantor Trust Provisions or any imposition of a tax on the Grantor
Trust or any
of its assets or transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan
Securities, as of any date of determination, the qualification,
downgrade or
withdrawal of any rating then assigned to such Class of
Certificates or such
class of Specially Designated Non-Trust Mortgage Loan Securities,
as the case
may be, by either Rating Agency or, if applicable, by Fitch.
"Adverse REMIC Event" shall mean, with respect to any REMIC Pool,
any
endangerment of the status of such REMIC Pool as a REMIC under the
REMIC
Provisions or, except as permitted by Section 3.17(a), any
imposition of a tax
on such REMIC Pool or any of its assets or transactions (including
the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code, the tax on
prohibited contributions set forth in Section 860G(d) of the Code
and/or the tax
on "net income from foreclosure property" as defined in Section
860G(c) of the
Code).
"Affiliate" shall mean, 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" shall mean this Pooling and Servicing Agreement,
together
with all amendments hereof and supplements hereto.
"Annual Assessment Report" shall have the meaning assigned thereto
in
Section 3.14.
"Annual Attestation Report" shall have the meaning assigned thereto
in
Section 3.14.
"Annual Statement of Compliance" shall have the meaning assigned
thereto in Section 3.13.
"Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, subject to Section 2.05(b), the date specified in
the related
loan documents after which the Mortgage Rate for such ARD Mortgage
Loan will
increase as specified in the related Mortgage Note.
-16-
"Appraisal Reduction Amount" shall mean, with respect to any
Required
Appraisal Loan, an amount (calculated initially as of the
applicable
Determination Date immediately following the later of the date on
which the
subject Trust Mortgage Loan or Loan Combination, as applicable,
became a
Required Appraisal Loan and the date on which the applicable
Required Appraisal
was obtained, and thereafter as of each subsequent applicable
Determination Date
during the period that the subject Trust Mortgage Loan, REO Trust
Mortgage Loan
or Loan Combination, as applicable, remains a Required Appraisal
Loan) equal to
the excess, if any, of: (a) the sum of, without duplication, (i)
the Stated
Principal Balance of such Required Appraisal Loan, (ii) to the
extent not
previously advanced by or on behalf of the Master Servicer, the
Trustee or a
Fiscal Agent, all unpaid interest on such Required Appraisal Loan
through the
most recent Due Date prior to the date of calculation (exclusive of
any portion
thereof that represents Additional Interest and/or Default
Interest), (iii) all
accrued and unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in
respect of such Required Appraisal Loan, (iv) all related
unreimbursed Advances
made by or on behalf of (plus all accrued interest on such Advances
payable to)
the Master Servicer and/or any other party hereto with respect to
such Required
Appraisal Loan, (v) if such Required Appraisal Loan consists of the
1211 Avenue
of the Americas Loan Combination, and if the 1211 Avenue of the
Americas Note
A-2 Non-Trust Mortgage Loan was included in a Non-Trust Mortgage
Loan
Securitization Trust, any unpaid interest made on delinquency
advances with
respect to such Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with
respect thereto under the related Non-Trust Mortgage Loan
Securitization
Agreement, (vi) any other unpaid items that could become Additional
Trust Fund
Expenses in respect of such Required Appraisal Loan, and (vii) all
currently due
and unpaid real estate taxes and assessments, insurance premiums
and, if
applicable, ground rents, and any unfunded improvement or other
applicable
reserves, in respect of the related Mortgaged Property or REO
Property, as the
case may be (in each case, net of any amounts escrowed with the
Master Servicer
or the Special Servicer for such items); over (b) the Required
Appraisal Value.
Notwithstanding the foregoing, if (i) any Trust Mortgage Loan or
Loan
Combination becomes a Required Appraisal Loan, (ii) either (A) no
Required
Appraisal or update thereof has been obtained or conducted, as
applicable, with
respect to the related Mortgaged Property during the 12-month
period prior to
the date such Trust Mortgage Loan or Loan Combination, as the case
may be,
became a Required Appraisal Loan or (B) there shall have occurred
since the date
of the most recent Required Appraisal or update thereof a material
change in the
circumstances surrounding the related Mortgaged Property that
would, in the
Special Servicer's reasonable judgment, materially affect the value
of the
related Mortgaged Property, and (iii) no Required Appraisal is
obtained or
conducted, as applicable, in accordance with Section 3.09(a),
within 60 days
after such Trust Mortgage Loan or Loan Combination, as the case may
be, became a
Required Appraisal Loan, then (x) until such Required Appraisal or
update is
obtained or conducted, as applicable, in accordance with Section
3.09(a), the
Appraisal Reduction Amount shall equal 25% of the Stated Principal
Balance of
such Required Appraisal Loan, and (y) upon receipt or performance,
as
applicable, in accordance with Section 3.09(a), of such Required
Appraisal or
update thereof by the Special Servicer, the Appraisal Reduction
Amount for such
Required Appraisal Loan shall be recalculated in accordance with
the preceding
sentence of this definition. For purposes of this definition, each
Required
Appraisal Loan that is part of a Cross-Collateralized Group shall
be treated
separately for the purposes of calculating any Appraisal Reduction
Amount.
Each Appraisal Reduction Amount shall be reduced to zero as of the
date the subject Trust Mortgage Loan or Loan Combination, as
applicable, ceases
to be a Required Appraisal Loan, and no Appraisal Reduction Amount
shall exist
as to any Trust Mortgage Loan (or any successor REO
-17-
Mortgage Loan with respect thereto) or any Loan Combination after
it has been
paid in full, liquidated, repurchased or otherwise disposed of.
Any Appraisal Reduction Amount with respect to a Loan Combination
(other than the Reckson Portfolio I Loan Combination) shall be
calculated, and
allocated between or among, as the case may be, the respective
Mortgage Loans
comprising the subject Loan Combination, by the Special Servicer
(or, in the
case of the 1155 Avenue of the Americas Loan Combination, the
Master Servicer)
pursuant to this Agreement and consistent with the related
Co-Lender Agreement;
and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust
Mortgage Loan Noteholder(s) shall be entitled to rely on such
calculations, and
the allocations to the subject Serviced Non-Trust Mortgage Loan(s)
or any
successor REO Trust Mortgage Loan(s) with respect thereto, as
reported to it or
them, as the case may be, by the Special Servicer.
Notwithstanding the foregoing, neither the Reckson Portfolio I
Subordinate Tranche Trust Mortgage Loan nor the Reckson Portfolio I
Loan
Combination shall be a Required Appraisal Loan hereunder; and, in
the case of
the Reckson Portfolio I Loan Combination, the term "Appraisal
Reduction Amount"
shall have the meaning assigned to that term or any analogous term
in the
related Outside Servicing Agreement. Further notwithstanding the
foregoing, any
Appraisal Reduction Amount with respect to the Reckson Portfolio I
Loan
Combination shall be calculated, and allocated between the
respective Mortgage
Loans comprising the Reckson Portfolio I Loan Combination by the
applicable
Outside Servicer pursuant to the related Outside Servicing
Agreement; and the
parties hereto shall be entitled to rely on such calculations, and
the
allocations to the Reckson Portfolio I Subordinate Tranche Trust
Mortgage Loan
or Reckson Portfolio I Subordinate Tranche REO Trust Mortgage Loan,
as
applicable, in the Reckson Portfolio I Loan Combination, as
reported to them by
the applicable Outside Servicer.
"Appraised Value" shall mean, with respect to each Mortgaged
Property
or REO Property, the appraised value thereof based upon the most
recent
appraisal or update thereof prepared by an Independent Appraiser
that is
contained in the related Servicing File or, in the case of any such
property
with or that had, as the case may be, an allocated loan amount of,
or securing a
Trust Mortgage Loan or relating to an REO Trust Mortgage Loan, as
the case may
be, with a Stated Principal Balance of, less than $2,000,000,
either (a) the
most recent appraisal or update thereof that is contained in the
related
Servicing File or (b) the most recent "desktop" value estimate
performed by the
Special Servicer that is contained in the related Servicing File.
"ARD Mortgage Loan" shall mean, subject to Section 2.05(b), any
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) that
provides that if the unamortized principal balance thereof is not
repaid by a
date certain set forth in the related loan documents, such Mortgage
Loan (or
successor REO Mortgage Loan) will accrue additional interest at the
rate
specified in the related Mortgage Note and the related Mortgagor is
required to
apply certain excess monthly cash flow generated by the related
Mortgaged
Property to the repayment of the outstanding principal balance on
such Mortgage
Loan. If none of the Trust Mortgage Loans are reflected on the
Trust Mortgage
Loan Schedule as being ARD Mortgage Loans, then Section 2.05(b)
shall apply.
"ARD Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is
an ARD Mortgage Loan. If none of the Trust Mortgage Loans are
reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then
Section 2.05(b)
shall apply.
-18-
"Assignment of Leases" shall mean, 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(s).
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for
each Due Date
coinciding with or following its then Maturity Date as of which
such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the
case of a
Serviced Non-Trust Mortgage Loan, if applicable, as of which (i)
such Non-Trust
Mortgage Loan remains outstanding and (ii) the related Trust
Mortgage Loan
remains part of the Trust Fund) (provided that such Mortgage Loan
was not paid
in full, and no other Liquidation Event occurred in respect
thereof, before the
end of the related Collection Period in which such Maturity Date
occurs), the
scheduled monthly payment of principal and/or interest deemed to be
due in
respect of such Mortgage Loan on such Due Date equal to the amount
that would
have been due in respect thereof on such Due Date if such Mortgage
Loan had been
required to continue to accrue interest (other than Default
Interest) in
accordance with its terms, and to pay principal in accordance with
the
amortization schedule (if any), in effect immediately prior to, and
without
regard to the occurrence of, such Maturity Date; and (b) with
respect to any REO
Mortgage Loan, for any Due Date as of which the related REO
Property (or any
interest therein) remains part of the Trust Fund, the scheduled
monthly payment
of principal and/or interest deemed to be due in respect thereof on
such Due
Date equal to the Monthly Payment (or, in the case of a Balloon
Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly
Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on
the last Due
Date prior to its becoming an REO Mortgage Loan.
"ASTM" shall mean the American Society for Testing and Materials.
"Atlantic Place Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by
mortgage loan
number 28.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to:
(a) the sum, without duplication, of (i) the aggregate amount of
all
payments and other collections on or with respect to the Trust
Mortgage
Loans and any REO Properties (including Loss of Value Payments and,
in the
case of the initial Distribution Date, any Initial Deposits) that
(A) were
Received by the Trust as of the end of the related Collection
Period and
(B) are on deposit in the Collection Account as of 12:00 noon (New
York
City time) on such Distribution Date, (ii) the aggregate amount of
any P&I
Advances made by the Master Servicer, the Trustee and/or a Fiscal
Agent
with respect to the Mortgage Pool for distribution on the
Certificates on
such Distribution Date pursuant to Section 4.03, (iii) the
aggregate amount
deposited by the Master Servicer in the Collection Account for such
Distribution Date pursuant to Section 3.19(a) in connection with
Prepayment
Interest Shortfalls on the Mortgage Pool, (iv) to the extent not
included
in the amount described in clause (a)(i) of this definition, the
aggregate
amount transferred from the Excess Liquidation Proceeds Account to
the
Collection Account pursuant to Section 3.05(d) in respect of such
Distribution Date, (v) to the extent not included in the amount
described
in clause (a)(i) of this definition, if such Distribution Date is
-19-
the Final Distribution Date, the aggregate amount transferred from
the Loss
of Value Reserve Fund to the Collection Account pursuant to Section
3.05(e)
in respect of such Distribution Date, and (vi) to the extent not
included
in the amount described in clause (a)(i) of this definition, if
such
Distribution Date occurs during the calendar month of March, the
aggregate
of the Interest Reserve Amounts transferred from the Interest
Reserve
Account to the Collection Account in respect of the Interest
Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans for
distribution
on such Distribution Date; net of
(b) the portion of the aggregate amount described in clause (a) of
this definition that represents one or more of the following--(i)
scheduled
Monthly Payments that are due on a Due Date following the end of
the
related Collection Period (or, in the case of a scheduled Monthly
Payment
that is due on a Due Date in the same month as such Distribution
Date but
subsequent to the end of the related Collection Period, following
the end
of the calendar month in which such Distribution Date occurs), (ii)
any
amounts payable or reimbursable to any Person from the Collection
Account
pursuant to clauses (ii) through (v) and (viii) of Section 3.05(b),
(iii)
Prepayment Consideration and/or Additional Interest, (iv) if such
Distribution Date occurs during the calendar month of January
(except in a
leap year) or during the calendar month of February, the Interest
Reserve
Amounts with respect to the Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans to be withdrawn from the
Collection
Account and deposited into the Interest Reserve Account in respect
of such
Distribution Date and held for future distribution, all pursuant to
Section
3.04(c), and (v) amounts deposited in the Collection Account in
error;
provided that the Available Distribution Amount for the Final
Distribution Date
shall consist of all amounts on deposit in the Collection Account
as of the time
distributions are to be made to Certificateholders on the Final
Distribution
Date, exclusive of any portion of such amounts that are payable or
reimbursable
to any Person from the Collection Account pursuant to clauses (ii)
through (v)
and (viii) of Section 3.05(b), that were deposited in the
Collection Account in
error or that represent Prepayment Consideration and/or Additional
Interest.
"Balloon Mortgage Loan" shall mean 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 and as to which, in accordance with such terms, the Scheduled
Payment due
on its Stated Maturity Date is significantly larger than the
Scheduled Payment
due on the Due Date next preceding its Stated Maturity Date.
"Balloon Payment" shall mean, with respect to any Balloon Mortgage
Loan as of any date of determination, the payment, other than any
regularly
scheduled monthly payment, due with respect to such Mortgage Loan
at maturity.
"Balloon Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that
is a Balloon Mortgage Loan.
"Bid Allocation" shall mean, with respect to the Master Servicer or
any Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the
amount of such proceeds (net of any expenses incurred in connection
with such
bid and the transfer of servicing), multiplied by a fraction equal
to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer,
as the case
may be, as of such
-20-
date of determination, over (b) the aggregate of the Servicer Fee
Amounts for
the Master Servicer and all of the Sub-Servicers as of such date of
determination.
"Book-Entry Certificate" shall mean any Certificate registered in
the
name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Book-Entry Subordinate Certificate" shall mean any Subordinate
Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or a
day on which banking institutions in New York, New York, or in any
of the cities
in which the Corporate Trust Office of the Trustee, the Primary
Servicing Office
of the Master Servicer or the Primary Servicing Office of the
Special Servicer
are located, are authorized or obligated by law or executive order
to remain
closed.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2006-C6, Commercial Mortgage Pass-Through Certificates,
Series 2006-C6, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor" shall mean, with respect to any Class of
Regular
Interest Certificates, as of any date of determination, a fraction,
expressed as
a decimal carried to six places, the numerator of which is the then
current
Class Principal Balance or Class Notional Amount, as the case may
be, of such
Class of Regular Interest Certificates, and the denominator of
which is the
Original Class Principal Balance or Original Class Notional Amount,
as the case
may be, of such Class of Regular Interest Certificates.
"Certificate Notional Amount" shall mean, with respect to any
Interest-Only Certificate, as of any date of determination, the
then notional
amount of such Certificate equal to the product of (a) the then
Certificate
Factor for the Class of Interest-Only Certificates to which such
Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Notional Amount thereof.
"Certificate Owner" shall mean, 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" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
-21-
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to
Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to
Section 5.02.
"Certificateholder" shall mean 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 Interest Certificate for any purpose
hereof; and (ii)
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement that relates to the rights and/or obligations of any
of the
Depositor, the Master Servicer, the Special Servicer, any Fiscal
Agent or the
Trustee in its respective capacity as such, any Certificate
registered in the
name of the Depositor, the Master Servicer, the Special Servicer,
any Fiscal
Agent or the Trustee, as the case may be, or any Certificate
registered in the
name of any of its 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
(provided that the provisions of this clause (ii) are not intended
to limit the
rights of the Controlling Class Representative or the Class JRP
Representative
(any of which may be an Affiliate of the Special Servicer) as are
specifically
set forth in this Agreement with respect to any consent, approval
or waiver
required or permitted to be made by the Controlling Class
Representative or the
Class JRP Representative, as applicable, or any rights under
Section 6.09 with
respect to any election, removal or replacement of the Special
Servicer or the
Controlling Class Representative or the Class JRP Representative).
The
Certificate Registrar shall be entitled to request and rely upon a
certificate
of the Depositor, the 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 "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 "Certificateholder" only the Person in whose name a
Certificate
is registered in the Certificate Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution
Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff
Notification Report, the CMSA Investor Reporting Package and any
reports
comparable to the foregoing with respect to an Outside Serviced
Trust Mortgage
Loan or any related REO Property that are deliverable to the
Trustee (or to the
Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for
such Outside Serviced Trust Mortgage Loan.
"Certifying Officer" shall have the meaning assigned thereto in
Section 8.15(d).
"Certifying Party" shall have the meaning assigned thereto in
Section
8.15(d).
"Class" shall mean, collectively, all of the Certificates bearing
the
same alphabetic or alphanumeric, as applicable, class designation
or all of the
Holders of Certificates bearing the same alphabetic or
alphanumeric, as
applicable, class designation, as the context may require.
"Class A Certificate" shall mean any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class
A-J
Certificates.
-22-
"Class A-1 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-1A Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-2 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-4 Certificate" shall mean 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 portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with a
"Class A-AB" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance" shall mean, with respect to
any
Distribution Date, the targeted Class Principal Balance of the
Class A-AB
Certificates for such date set forth on Schedule X attached hereto.
"Class A-J Certificate" shall mean any one of the Certificates with
a
"Class A-J" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-M Certificate" shall mean any one of the Certificates with
a
"Class A-M" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class B Certificate" shall mean 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 portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class B Through T Certificate" shall mean any 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 S or Class T Certificate.
"Class C Certificate" shall mean 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 portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
-23-
"Class D Certificate" shall mean 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 portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class G Certificate" shall mean 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 portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any 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 portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class JRP Available Distribution Amount" shall mean, with respect
to
any Distribution Date, the aggregate portion of the respective STML
Available
Distribution Amounts with respect to the Split Trust Mortgage Loans
and any
Split REO Trust Mortgage Loans for such Distribution Date that is
equal to the
lesser of (1) the aggregate amount deemed distributed to REMIC II
with respect
to all of the STML Group B REMIC I Regular Interests on such
Distribution Date
pursuant to clauses (iv), (v) and (vi) of the first paragraph of
Section 4.01(m)
and (2) the total of (x) all Distributable Certificate Interest
with respect to
the Class JRP Certificates for such Distribution Date and, to the
extent not
previously distributed, for all prior Distribution Dates, (y) the
Class JRP
Principal Distribution Amount for such Distribution Date and (z)
the aggregate
Loss Reimbursement Amount with respect to the Class JRP
Certificates for such
Distribution Date.
"Class JRP Certificate" shall mean any of the Class JRP-1, Class
JRP-2, Class JRP-3, Class JRP-4, Class JRP-5, Class JRP-6, Class
JRP-7, Class
JRP-8, Class JRP-9, Class JRP-10, Class JRP-11, Class JRP-12, Class
JRP-13,
Class JRP-14, Class JRP-15, Class JRP-16 and Class JRP-17
Certificates.
"Class JRP-1 Certificate" shall mean any one of the Certificates
with
a "Class JRP-1" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-2 Certificate" shall mean any one of the Certificates
with
a "Class JRP-2" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
-24-
"Class JRP-3 Certificate" shall mean any one of the Certificates
with
a "Class JRP-3" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-4 Certificate" shall mean any one of the Certificates
with
a "Class JRP-4" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-5 Certificate" shall mean any one of the Certificates
with
a "Class JRP-5" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-6 Certificate" shall mean any one of the Certificates
with
a "Class JRP-6" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-7 Certificate" shall mean any one of the Certificates
with
a "Class JRP-7" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-8 Certificate" shall mean any of the Certificates with a
"Class JRP-8" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class JRP-9 Certificate" shall mean any of the Certificates with a
"Class JRP-9" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class JRP-10 Certificate" shall mean any of the Certificates with
a
"Class JRP-10" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class JRP-11 Certificate" shall mean any one of the Certificates
with
a "Class JRP-11" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-12 Certificate" shall mean any one of the Certificates
with
a "Class JRP-12" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-13 Certificate" shall mean any one of the Certificates
with
a "Class JRP-13" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-14 Certificate" shall mean any one of the Certificates
with
a "Class JRP-14" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
-25-
"Class JRP-15 Certificate" shall mean any one of the Certificates
with
a "Class JRP-15" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-16 Certificate" shall mean any one of the Certificates
with
a "Class JRP-16" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP-17 Certificate" shall mean any one of the Certificates
with
a "Class JRP-17" designation on the face thereof, substantially in
the form of
Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class JRP Certificateholder" shall mean the Holder of a Class JRP
Certificate.
"Class JRP Control Period" shall mean, with respect to any Split
Trust
Mortgage Loan or Split REO Trust Mortgage Loan, any period when
there is no
continuing STML Change of Control Event relating thereto.
"Class JRP Net Prepayment Consideration" shall mean that portion of
any Net Prepayment Consideration received with respect to any Split
Trust
Mortgage Loan or Split REO Trust Mortgage Loan that is equal to the
product of
(a) the entire amount of such Net Prepayment Consideration,
multiplied by (b) a
fraction, the numerator of which is equal to the portion of the
relevant
principal prepayment or other early collection of principal
included in the
Class JRP Principal Distribution Amount for the Distribution Date
on which such
Net Prepayment Consideration is distributable to
Certificateholders, and the
denominator of which is the entire amount of such relevant
principal prepayment
or other early collection of principal.
"Class JRP Principal Distribution Amount" shall mean, with respect
to
any Distribution Date, the lesser of (a) the aggregate amount of
principal
deemed distributed to REMIC II with respect to all of the STML
Group B REMIC I
Regular Interests on such Distribution Date pursuant to clause (v)
of the first
paragraph of Section 4.01(m), and (b) the aggregate of the Class
Principal
Balances of the Class JRP Certificates outstanding immediately
prior to such
Distribution Date.
"Class JRP Purchase Option Event" shall mean, with respect to any
Split Trust Mortgage Loan, the existence of the following
circumstances as of
any date of determination: (a) such Split Trust Mortgage Loan
constitutes a
Specially Serviced Trust Mortgage Loan; and (b) any Monthly Payment
under such
Split Trust Mortgage Loan is at least 60 days delinquent.
"Class JRP Purchase Price" shall mean, with respect to any Split
Trust
Mortgage Loan, in connection with a purchase thereof by the Class
JRP
Representative pursuant to Section 3.27(a), a price equal to the
sum, without
duplication, of (i) the outstanding principal balance of such Split
Trust
Mortgage Loan, together with all accrued and unpaid interest
(including the
Master Servicing Fee) on such Split Trust Mortgage Loan (excluding,
however, any
such accrued and unpaid interest that represents Default Interest),
(ii) all
other sums (in addition to principal and interest) then due and
owing under the
terms of such Split Trust Mortgage Loan (excluding, however, any
such other sums
that represent Default Interest), (iii) all expenses (including
amounts incurred
by and owing to the Trustee, any Fiscal Agent, the Master Servicer
and the
Special Servicer, if any) associated with the subject purchase,
(iv) any amount
relating to such Split Trust Mortgage Loan in respect of servicing
-26-
compensation payable to the Master Servicer or any other party
hereunder, and
(v) Advances and all interest paid or payable, as the context may
require, to
the Master Servicer or any other party hereunder with respect to
Advances made
by the Master Servicer or any other party, at the Reimbursement
Rate, which
Advances are, at the time of purchase, payable or reimbursable to
the Trustee,
any Fiscal Agent, the Master Servicer or any other Person under
this Agreement.
"Class JRP Representative" shall have the meaning assigned thereto
in
Section 6.09(b).
"Class K Certificate" shall mean any of the Certificates with a
"Class
K" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class
L" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class M Certificate" shall mean any of the Certificates with a
"Class
M" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class
N" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which a Class of the Interest-Only Certificates
accrues or is
deemed to accrue interest from time to time. As of any date of
determination,
the Class Notional Amount of each Class of Interest-Only
Certificates shall
equal the then aggregate of the Component Notional Amounts of all
the REMIC III
Components of such Class of Interest-Only Certificates; provided
that, for
reporting purposes, the Class Notional Amount of the Class X-CP
Certificates
shall be calculated in accordance with the Prospectus Supplement.
"Class P Certificate" shall mean any of the Certificates with a
"Class
P" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance
outstanding from time to time of any Class of Principal Balance
Certificates. As
of the Closing Date, the Class Principal Balance of each Class of
Principal
Balance Certificates shall equal the Original Class Principal
Balance thereof.
On each Distribution Date, the Class Principal Balance of each
Class of
Principal Balance 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
(subject to
Section 4.05) by the amount of any Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of
each Class of
Principal Balance Certificates shall be increased by the related
Class Principal
Reinstatement Amount, if any, for such Distribution Date.
-27-
"Class Principal Reinstatement Amount" shall have the meaning
assigned
thereto in Section 4.05(a).
"Class Q Certificate" shall mean any of the Certificates with a
"Class
Q" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class R-I Certificate" shall mean any of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC I for purposes of the REMIC
Provisions.
"Class R-II Certificate" shall mean any of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions.
"Class R-III Certificate" shall mean any of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC III for purposes of the REMIC
Provisions.
"Class R-LR Certificate" shall mean, subject to Section 2.06(b),
any
of the Certificates with a "Class R-LR" designation on the face
thereof,
substantially in the form of Exhibit A-6 attached hereto, and
evidencing a
portion of the sole class of "residual interests" in each Loan
REMIC for
purposes of the REMIC Provisions.
"Class S Certificate" shall mean any of the Certificates with a
"Class
S" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class T Certificate" shall mean any of the Certificates with a
"Class
T" designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class V Certificate" shall mean, subject to Section 2.05(b), any
of
the Certificates with a "Class V" designation on the face thereof,
substantially
in the form of Exhibit A-7 attached hereto, and evidencing a pro
rata undivided
interest in the Grantor Trust Assets.
"Class V Sub-Account" shall mean, subject to Section 2.05(b), a
sub-account of the Collection Account established pursuant to
Section 3.04(b),
which sub-account shall constitute an asset of the Trust Fund and
the Grantor
Trust, but not an asset of any REMIC Pool.
"Class X-CL Certificate" shall mean any one of the Certificates
with a
"Class X-CL" designation on the face thereof, substantially in the
form of
Exhibit A-3 attached hereto, and evidencing a portion of multiple
separate
"regular interests" in REMIC III for purposes of the REMIC
Provisions.
"Class X-CL REMIC III Component" shall mean any of the multiple
separate "regular interests" in REMIC III evidenced by the Class
X-CL
Certificates, each of which: (i) relates to its Corresponding REMIC
II Regular
Interest; (ii) accrues interest at its Pass-Through Rate in effect
from time to
time; and (iii) has a Component Notional Amount equal to the
Uncertificated
Principal Balance
-28-
of its Corresponding REMIC II Regular Interest outstanding from
time to time.
The Class X-CL REMIC III Components shall have the following
alphabetic and
alphanumeric designations: X-CL-A-1-1; X-CL-A-1-2; X-CL-A-2-1;
X-CL-A-2-2;
X-CL-A-2-3; X-CL-A-3; X-CL-A-AB-1; X-CL-A-AB-2; X-CL-A-4-1;
X-CL-A-4-2;
X-CL-A-4-3; X-CL-A-4-4; X-CL-A-1A-1; X-CL-A-1A-2; X-CL-A-1A-3;
X-CL-A-1A-4;
X-CL-A-1A-5; X-CL-A-1A-6; X-CL-A-1A-7; X-CL-A-1A-8; X-CL-A-M;
X-CL-A-J-1;
X-CL-A-J-2; X-CL-B; X-CL-C-1; X-CL-C-2; X-CL-D-1; X-CL-D-2; X-CL-E;
X-CL-F-1;
X-CL-F-2; X-CL-G; X-CL-H; X-CL-J-1; X-CL-J-2; X-CL-K; X-CL-L;
X-CL-M; X-CL-N;
X-CL-P; X-CL-Q; X-CL-S; and X-CL-T.
"Class X-CP Certificate" shall mean any one of the Certificates
with a
"Class X-CP" designation on the face thereof, substantially in the
form of
Exhibit A-2 attached hereto, and evidencing a portion of multiple
separate
"regular interests" in REMIC III for purposes of the REMIC
Provisions.
"Class X-CP REMIC III Component" shall mean any of the multiple
separate "regular interests" in REMIC III evidenced by the Class
X-CP
Certificates, each of which: (i) relates to its Corresponding REMIC
II Regular
Interest; (ii) accrues interest at its Pass-Through Rate in effect
from time to
time; and (iii) has a Component Notional Amount equal to the
Uncertificated
Principal Balance of its Corresponding REMIC II Regular Interest
outstanding
from time to time. The Class X-CP REMIC III Components shall have
the respective
alphabetic and alphanumeric designations set forth in the
definition of "Class
X-CP Termination Date".
-29-
"Class X-CP Termination Date" shall mean, with respect to any Class
X-CP REMIC III Component, the Distribution Date in the month and
year specified
opposite the alphanumeric designation for such Class X-CP REMIC III
Component in
the following table.
Designation of Class X-CP
Month and Year of Class X-CP
REMIC III Component
Termination Date
------------------------
----------------------------
X-CP-A-1-2
September 2007
X-CP-A-2-1
September 2007
X-CP-A-2-2
September 2008
X-CP-A-2-3
September 2009
X-CP-A-3
September 2009
X-CP-A-AB-1
September 2009
X-CP-A-AB-2
September 2010
X-CP-A-4-1
September 2010
X-CP-A-4-2
September 2011
X-CP-A-4-3
September 2012
X-CP-A-4-4
September 2013
X-CP-A-1A-2
September 2007
X-CP-A-1A-3
September 2008
X-CP-A-1A-4
September 2009
X-CP-A-1A-5
September 2010
X-CP-A-1A-6
September 2011
X-CP-A-1A-7
September 2012
X-CP-A-1A-8
September 2013
X-CP-A-M
September 2013
X-CP-A-J-1
September 2012
X-CP-A-J-2
September 2013
X-CP-B
September 2012
X-CP-C-1
September 2011
X-CP-C-2
September 2012
X-CP-D-1
September 2010
X-CP-D-2
September 2011
X-CP-E
September 2010
X-CP-F-1
September 2009
X-CP-F-2
September 2010
X-CP-G
September 2009
X-CP-H
September 2009
X-CP-J-1
September 2008
X-CP-J-2
September 2009
"Clearstream" shall mean Clearstream Banking, Luxembourg or any
successor.
"Closing Date" shall mean October 4, 2006.
"CMSA" shall mean 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
-30-
whose principal membership consists of servicers, trustees,
issuers, placement
agents and underwriters generally involved in the commercial
mortgage loan
securitization industry, which is the principal such association or
organization
in the commercial mortgage loan securitization industry and one of
whose
principal purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Controlling Class Representative.
"CMSA Advance Recovery Report" shall mean 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 as may from
time to time be approved by the CMSA for commercial mortgage
securities
transactions generally.
"CMSA Bond Level File" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean the 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
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report" shall mean 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 as may from time to time be approved by the CMSA
for commercial
mortgage securities transactions generally. In connection with
preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall
process (a)
interim financial statements beginning with interim financial
statements for the
fiscal quarter ending March of 2007, and (b) annual financial
statements
beginning with annual financial statements for the 2007 fiscal
year.
"CMSA Delinquent Loan Status Report" shall mean 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 approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Financial File" shall mean 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
-31-
such additional information as may from time to time be approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Historical Liquidation Report" shall mean a report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Historical Liquidation Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be approved
by the CMSA for commercial mortgage securities transactions
generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report"
shall mean 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
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following six (6) electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv)
CMSA
Bond Level File, (v) CMSA Financial File and (vi) CMSA Collateral
Summary
File;
(b) the following ten (10) supplemental reports: (i) CMSA
Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage Loan Report, (iii) CMSA Historical Liquidation Report,
(iv) CMSA
REO Status Report, (v) CMSA Operating Statement Analysis Report,
(vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List, (viii)
CMSA Advance Recovery Report, (ix) CMSA Loan Level Reserve/LOC
Report and
(x) CMSA NOI Adjustment Worksheet; and
(c) such other reports as the CMSA may approve from time to time as
being part of the CMSA Investor Reporting Package for commercial
mortgage
securitization trusts generally and as are reasonably acceptable to
the
Master Servicer.
"CMSA Loan Level Reserve/LOC Report" shall mean the monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Periodic Update File" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Setup File" shall mean the 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
-32-
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced
Mortgage Loans, and
by the Special Servicer with respect to Specially Serviced Mortgage
Loans and,
if they relate to Administered REO Properties, REO Mortgage Loans,
which report
shall be substantially in the form of, and contain 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Operating Statement Analysis Report" shall mean 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 approved by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Property File" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA REO Status Report" shall mean a report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"REO Status Report" available as of the Closing Date on the CMSA
Website, or in
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean 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 approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Website" shall mean 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" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender, intercreditor or similar agreement
governing the
relative rights of the respective holders of the Mortgage Loans
comprising such
Loan Combination. The Co-Lender Agreements consist of the 1211
-33-
Avenue of the Americas Co-Lender Agreement, the 1155 Avenue of the
Americas
Co-Lender Agreement and the Reckson Portfolio I Co-Lender
Agreement.
"Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 2006-C6, Commercial Mortgage
Pass-Through
Certificates, Series 2006-C6".
"Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Collection
Period with respect to each Loan Combination and all related
matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool
(exclusive of
those Trust Mortgage Loans and any REO Trust Mortgage Loans that
are part of a
Loan Combination) and all related matters.
"Combination Trust Mortgage Loan" shall mean any Trust Mortgage
Loan
that constitutes part of a Loan Combination. The Combination Trust
Mortgage
Loans are the Reckson Portfolio I Subordinate Tranche Trust
Mortgage Loan, the
1211 Avenue of the Americas Trust Mortgage Loan and the 1155 Avenue
of the
Americas Trust Mortgage Loan.
"Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.
"Component Notional Amount" shall mean the notional amount on which
any REMIC III Component of either Class of Interest-Only
Certificates accrues
interest, which, as of any date of determination, is equal to the
then current
Uncertificated Principal Balance of such REMIC III Component's
Corresponding
REMIC II Regular Interest.
"Condemnation Proceeds" shall mean all cash amounts Received by the
Trust in connection with 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 terms of the related Mortgage.
"Controlling Class" shall mean, as of any date of determination,
the
then most subordinate (based on the payment priorities set forth in
Sections
4.01(a) and 4.01(b)) outstanding Class of Principal Balance
Certificates
(exclusive of the Class JRP Certificates) that has a Class
Principal Balance
that is at least equal to 25% of the Original Class Principal
Balance of such
Class; provided that if no such Class of Principal Balance
Certificates has as
of such date of determination a Class Principal Balance that is at
least equal
to 25% of its Original Class Principal Balance, then the
Controlling Class shall
be the then most subordinate (based on the payment priorities set
forth in
Sections 4.01(a) and 4.01(b)) outstanding Class of Principal
Balance
Certificates (exclusive of the Class JRP Certificates) that has a
Class
Principal Balance greater than zero; and provided, further, that,
for purposes
of determining, and exercising the rights of, the Controlling
Class, all of the
Senior Class A Certificates shall be deemed to constitute a single
Class of
Certificates. The Trustee shall notify the other parties hereto of
any change of
which it has knowledge in the Class of Certificates that
constitutes the
Controlling Class pursuant to this definition.
"Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.
-34-
"Controlling Class Representative" shall mean the Controlling Class
Certificateholder or other representative selected by the Majority
Controlling
Class Certificateholder(s) (who shall promptly notify the Trustee,
the Master
Servicer and the Special Servicer of that selection).
"Controlling Class Representative Confirmation" shall have the
meaning
assigned thereto in Section 6.09(b).
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 135 South
LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and
Trust Services -- LB-UBS Commercial Mortgage Trust 2006-C6.
"Corrected Mortgage Loan" shall mean any Serviced Mortgage Loan
that
had been a Specially Serviced Mortgage Loan but has ceased to be
such in
accordance with the definition of "Specially Serviced Mortgage
Loan" (other than
by reason of a Liquidation Event occurring in respect of such
Serviced Mortgage
Loan or the related Mortgaged Property's becoming an REO Property).
None of the
Outside Serviced Mortgage Loans shall constitute a Corrected
Mortgage Loan under
this Agreement.
"Corrected Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes a Corrected Mortgage Loan.
"Corresponding Class X-CP REMIC III Component" shall mean, with
respect to any Class X-CL REMIC III Component, any Class X-CP REMIC
III
Component that has the same Corresponding REMIC II Regular Interest
as such
Class X-CL REMIC III Component. If the Corresponding REMIC II
Regular Interest
for any Class X-CL REMIC III Component is not also a Corresponding
REMIC II
Regular Interest for a Class X-CP REMIC III Component, then such
Class X-CL
REMIC III Component shall not have a Corresponding Class X-CP REMIC
III
Component.
"Corresponding REMIC II Regular Interest" shall mean: (a) with
respect
to any Class of Principal Balance Certificates, the REMIC II
Regular Interest
that has an alphabetic or alphanumeric, as applicable, designation
that is the
same as the alphabetic or alphanumeric, as the case may be,
designation for such
Class of Principal Balance Certificates (provided that each REMIC
II Regular
Interest with an alphanumeric designation that begins "A-1-" shall
be a
Corresponding REMIC II Regular Interest with respect to the Class
A-1
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-2-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-2 Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "A-AB" shall be a
Corresponding REMIC II
Regular Interest with respect to the Class A-AB Certificates, each
REMIC II
Regular Interest with an alphanumeric designation that begins
"A-4-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class
A-4
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-1A-" shall be a corresponding REMIC II Regular
Interest with
respect to the Class A-1A Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "A-J" shall be a Corresponding
REMIC II
Regular Interest with respect to the Class A-J Certificates, each
REMIC II
Regular Interest with an alphanumeric designation that begins "C-"
shall be a
Corresponding REMIC II Regular Interest with respect to the Class C
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "D-" shall be a Corresponding REMIC II Regular Interest
with respect
to the Class D Certificates, each
-35-
REMIC II Regular Interest with an alphanumeric designation that
begins "F-"
shall be a Corresponding REMIC II Regular Interest with respect to
the Class F
Certificates and each REMIC II Regular Interest with an
alphanumeric designation
that begins "J-" shall be a corresponding REMIC II Regular Interest
with respect
to the Class J Certificates); (b) with respect to any Class X-CL
REMIC III
Component, the REMIC II Regular Interest that has an alphabetic or
alphanumeric,
as applicable, designation that, when preceded by "X-CL-", is the
same as the
alphabetic or alphanumeric, as the case may be, designation for
such Class X-CL
REMIC III Component; and (c) with respect to any Class X-CP REMIC
III Component,
the REMIC II Regular Interest that has an alphabetic or
alphanumeric, as
applicable, designation that, when preceded by "X-CP-", is the same
as the
alphabetic or alphanumeric, as the case may be, designation for
such Class X-CP
REMIC III Component.
"Country Club Safeway Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as Country
Club Safeway.
"Country Club Safeway Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by mortgage
loan number 99, and is secured by a Mortgage on the Country Club
Safeway
Mortgaged Property.
"Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS
Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to
Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement, (i) if such
Trust
Mortgage Loan has an original principal balance equal to or less
than
$10,000,000, the entire amount of such costs and expenses, but only
in the event
such costs and expenses exceed a threshold of $10,000, and (ii) if
such Trust
Mortgage Loan has an original principal balance greater than
$10,000,000, the
entire amount of such costs and expenses, but only in the event
such costs and
expenses exceed a threshold of $25,000. In the case of each of
clauses (i) and
(ii) above in this definition, in the event the subject costs and
expenses do
not exceed the required threshold stated in the subject clause, the
"Covered
Costs" shall be $0.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided that no Loan
Combination shall
constitute a Cross-Collateralized Group.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that
is cross-defaulted and cross-collateralized with any other Mortgage
Loan;
provided that none of the Mortgage Loans in a Loan Combination
shall constitute
a Cross-Collateralized Mortgage Loan.
"Custodial Account" shall mean the Pool Custodial Account or any
Loan
Combination Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for some
or all of 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" shall mean, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage
Loan that was
originated after September 11, 2006, the related date of
origination of such
Mortgage Loan; and (ii) for every other Mortgage Loan, September
11, 2006.
-36-
"Cut-off Date Balance" shall mean, with respect to any Mortgage
Loan,
the outstanding principal balance of such Mortgage Loan as of the
Cut-off Date,
net of all unpaid payments of principal due in respect thereof on
or before such
date.
"CVS - Waynesboro, PA Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as CVS -
Waynesboro, PA.
"CVS - Waynesboro, PA Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by mortgage
loan number 185, and is secured by a Mortgage on the CVS -
Waynesboro, PA
Mortgaged Property.
"Deemed Fixed Gross Rate" shall mean, with respect to any REMIC I
Regular Interest related to a Split Trust Mortgage Loan or Split
REO Trust
Mortgage Loan, the rate per annum set forth below next to the
alphabetic or
alphanumeric designation for such REMIC I Regular Interest.
REMIC I Regular
Deemed Fixed
Interest Designation
Gross Rate
--------------------
------------------
PSB-A
5.90400% per annum
PSB-B
5.92725% per annum
SSKH-A
5.69250% per annum
SSKH-B
5.99168% per annum
NW-A
5.99150% per annum
NW-B
6.36651% per annum
LRSC-A
5.98150% per annum
LRSC-B
6.37829% per annum
CCS-A
6.05260% per annum
CCS-B
6.29496% per annum
MPSC-A
5.78500% per annum
MPSC-B
5.77594% per annum
YCFS-A
6.00410% per annum
YCFS-B
6.25286% per annum
MP-A
6.56400% per annum
MP-B
5.98499% per annum
FII-A
6.33900% per annum
FII-B
5.82577% per annum
SAWII-A
5.59650% per annum
SAWII-B
5.50684% per annum
CVSW-A
6.50900% per annum
CVSW-B
5.90237% per annum
SAO-A
5.66650% per annum
SAO-B
5.48644% per annum
SAL-A
5.59650% per annum
SAL-B
5.50668% per annum
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to
the Trust (or,
if applicable, a Serviced Non-Trust Mortgage
-37-
Loan Noteholder) in respect of any Mortgage Loan or any successor
REO Mortgage
Loan with respect thereto.
"Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), any
amounts collected thereon (other than late payment charges and
Prepayment
Consideration) that represent penalty interest (arising out of a
default) in
excess of (i) interest accrued on the principal balance of such
Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), at the
related Mortgage Rate (net of any applicable Additional Interest
Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD
Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after
the related
Anticipated Repayment Date, any Additional Interest; and (b) with
respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), any comparable penalty interest Received by
the Trust
with respect thereto.
"Defaulting Party" shall have the meaning assigned thereto in
Section
7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.20(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Mortgage Loan, the Government Securities required or permitted to
be pledged in
lieu of prepayment pursuant to the terms thereof in order to obtain
a release of
the related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto
in Section 3.04(a).
"Defeasance Mortgage Loan" shall mean any Mortgage Loan that
permits
the related Mortgagor to pledge Defeasance Collateral to the holder
of such
Mortgage Loan in connection with obtaining the release of all or
any portion of
the related Mortgaged Property (or permits the holder of such
Mortgage Loan to
require the related Mortgagor to pledge Defeasance Collateral to
the holder of
such Mortgage Loan in lieu of prepayment).
"Defeasance Serviced Trust Mortgage Loan" shall mean any Defeasance
Trust Mortgage Loan that is also a Serviced Trust Mortgage Loan.
"Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Defeasance Mortgage Loan.
"Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered
Certificate that has been issued as a Definitive Certificate.
"Definitive Subordinate Certificate" shall mean any Subordinate
Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean SASCO II.
-38-
"Depository" shall mean 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 Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Determination
Date with respect to each Loan Combination and all related matters,
and (ii) the
Trust Determination Date with respect to the Mortgage Pool
(exclusive of those
Trust Mortgage Loans and any REO Trust Mortgage Loans that are part
of a Loan
Combination) and all related matters.
"Directly Operate" shall mean, with respect to any Administered REO
Property, the furnishing or rendering of services to the tenants
thereof, the
management or operation of such Administered REO Property, the
holding of such
REO Property primarily for sale or lease, the performance of any
construction
work thereon or any use of such Administered REO Property in a
trade or business
conducted by REMIC I (or, if held thereby, any related Loan REMIC)
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 Administered 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 Administered REO Property.
"Discount Rate" shall mean, with respect to any prepaid Trust
Mortgage
Loan or REO Trust Mortgage Loan, for purposes of allocating any
Prepayment
Consideration Received by the Trust with respect thereto among the
respective
Classes of the YM Principal Balance Certificates, a rate which,
when compounded
monthly, is equivalent to the Yield Maintenance Treasury Rate, when
compounded
semi-annually.
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Residual Interest Certificate, any Non-United States Tax
Person or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest 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 Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
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 Interest Certificate to it is in accordance
-39-
with the requirements of the Code and the regulations promulgated
thereunder and
(y) such Transfer of such Residual Interest Certificate will not be
disregarded
for United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that is exempt from the tax
imposed by
Chapter 1 of the Code (unless such organization is subject to the
tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural
electric and
telephone cooperatives described in Section 1381 of the Code; or
(iv) any other
Person so designated by the Trustee or the Tax Administrator based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Interest Certificate by such Person may cause the Trust Fund 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 Interest 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" shall mean any domestic entity
classified
as a partnership under the Code if any of its beneficial owners are
Disqualified
Non-United States Tax Persons or the partnership agreement does not
prohibit
transfers of partnership interests to Disqualified Non-United
States Tax
Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates for any Distribution Date,
subject to
Section 4.05(b), an amount of interest equal to (a) the amount of
Accrued
Certificate Interest in respect of such Class of Certificates for
the related
Interest Accrual Period, reduced (to not less than zero) by (b)
that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates as provided below. For
purposes of
the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each
Distribution Date shall be allocated:
(i) to each Class of the Class JRP Certificates, in an amount equal
to
the lesser of (A) the amount of Accrued Certificate Interest with
respect
to the subject Class of Class JRP Certificates for the related
Interest
Accrual Period and (B) the product of (1) the aggregate portion, if
any, of
such Net Aggregate Prepayment Interest Shortfall that is allocable
to the
STML Group B REMIC I Regular Interests in accordance with the
definition of
"Uncertificated Distributable Interest" herein, multiplied by (2) a
fraction (not greater than one or less than zero), the numerator of
which
is equal to the amount of Accrued Certificate Interest with respect
to the
subject Class of Class JRP Certificates for the related Interest
Accrual
Period, and the denominator of which is the aggregate amount of
Accrued
Certificate Interest with respect to all of the Class JRP
Certificates for
the related Interest Accrual Period; and
(ii) to each other Class of Regular Interest Certificates, in an
amount equal to the lesser of (A) the amount of Accrued Certificate
Interest with respect to the subject Class of Regular Interest
Certificates
for the related Interest Accrual Period and (B) the product of (1)
the
entire amount of such Net Aggregate Prepayment Interest Shortfall
(exclusive of any portion thereof that is allocable to the Class
JRP
Certificates), multiplied by (2) a fraction, the numerator of which
is
equal to the amount of Accrued Certificate Interest with respect to
the
subject Class
-40-
of Regular Interest Certificates for the related Interest Accrual
Period,
and the denominator of which is equal to the aggregate amount of
Accrued
Certificate Interest with respect to all the Classes of Regular
Interest
Certificates (exclusive of the Class JRP Certificates) for the
related
Interest Accrual Period.
For purposes of clause (i) of this definition, the aggregate
portion,
if any, of any Net Aggregate Prepayment Interest Shortfall for any
Distribution
Date that is allocable to the STML Group B REMIC I Regular
Interests in
accordance with the definition of "Uncertificated Distributable
Interest" herein
shall equal the aggregate amount by which the Uncertificated
Distributable
Interest with respect to the STML Group B REMIC I Regular Interests
for such
Distribution Date is reduced as a result of the portion of such Net
Aggregate
Prepayment Interest Shortfall that is attributable to the Split
Trust Mortgage
Loans.
"Distributable Component Interest" shall mean, with respect to any
REMIC III Component of either Class of Interest-Only Certificates
for any
Distribution Date, subject to Section 4.05(b), an amount of
interest equal to
(a) the amount of Accrued Component Interest in respect of such
REMIC III
Component for the related Interest Accrual Period, reduced (to not
less than
zero) by (b) the product of (i) the entire portion of any Net
Aggregate
Prepayment Interest Shortfall for such Distribution Date that was
allocated to
such Class of Interest-Only Certificates in accordance with the
definition of
"Distributable Certificate Interest," multiplied by (ii) a
fraction, the
numerator of which is the amount of any Accrued Component Interest
in respect of
such REMIC III Component for the related Interest Accrual Period,
and the
denominator of which is the amount of the Accrued Certificate
Interest in
respect of such Class of Interest-Only Certificates for the related
Interest
Accrual Period.
"Distribution Date" shall mean the date each month, commencing in
October 2006, on which, among other things, the Trustee is to make
distributions
on the Certificates, which date shall be the fourth Business Day
following the
Trust Determination Date in such calendar month.
"Distribution Date Statement" shall have the meaning assigned
thereto
in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to 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 Monthly Payment on such Mortgage Loan
is scheduled
to be first due; (ii) with respect to any Mortgage Loan after its
Stated
Maturity Date, the day of the month set forth in the related
Mortgage Note on
which each Monthly Payment on such Mortgage Loan had been scheduled
to be first
due; and (iii) with respect to any REO Mortgage Loan, the day of
the month set
forth in the related Mortgage Note on which each Monthly Payment on
the related
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Trust Mortgage Loan" shall mean, subject to
Section
2.06(b), any Trust Mortgage Loan that provides the related
Mortgagor with the
option to defease such Trust Mortgage Loan in its entirety prior to
the second
anniversary of the Closing Date. The Early Defeasance Trust
Mortgage Loans, if
any, are identified on Schedule VII hereto. If Schedule VII hereto
does not
identify any Trust Mortgage Loan as an Early Defeasance Trust
Mortgage Loan,
then Section 2.06(b) shall apply.
-41-
"Earnout Trust Mortgage Loan" shall mean a Trust Mortgage Loan that
is
secured by one of the following Mortgaged Properties: Chapel Hill
Mall (loan
number 7); Eagle Road Shopping Center (loan number 12); Midland
Mall (loan
number 16); Sylmar Square (loan number 22); Oakbrook Apartments
(loan number
24); Tiger Plaza Apartments (loan number 25); Naples Walk I, II,
& III (loan
number 49); Twin Towers Dallas (loan number 26); Atlantic Place
(loan number
28); ADF Portfolio (loan number 61); Indian School (loan number
42); and Stadium
Square Apartments (loan number 270).
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with a
federal or state chartered depository institution or trust company,
the
long-term deposit or unsecured debt obligations of which are rated
at least
"AA-" (or, if such depository institution or trust company has
short-term
unsecured debt obligations rated at least "A-1" by S&P, at
least "A-") by S&P,
at least "Aa3" by Moody's and, if applicable, at least "AA-" by
Fitch (or, in
the case of either Rating Agency or, if applicable, Fitch, such
lower rating as
will not result in an Adverse Rating Event with respect to any
Class of
Certificates or, if applicable, any class of Specially Designated
Non-Trust
Mortgage Loan Securities that is rated by such Rating Agency or, if
applicable,
Fitch, as evidenced in writing by such Rating Agency or, if
applicable, Fitch)
at any time funds are on deposit therein (if such funds are to be
held for more
than 30 days), or the short-term deposits of which are rated at
least "A-1" by
S&P, at least "P-1" by Moody's and, if applicable, at least
"F-1" by Fitch (or,
in the case of either Rating Agency or, if applicable, Fitch, such
lower rating
as will not result in an Adverse Rating Event with respect to any
Class of
Certificates or, if applicable, any class of Specially Designated
Non-Trust
Mortgage Loan Securities, that is rated by such Rating Agency or,
if applicable,
Fitch, as evidenced in writing by such Rating Agency or, if
applicable, Fitch)
at any time funds are on deposit therein (if such funds are to be
held for 30
days or less); or (ii) a segregated trust account maintained with
the trust
department of a federal or state chartered depository institution
or trust
company acting in its fiduciary capacity (which may be the
Trustee), which has a
combined capital and surplus of at least $50,000,000, has long-term
deposit or
unsecured debt obligations that are rated at least investment grade
by each
Rating Agency and, if applicable, by Fitch, is subject to
supervision or
examination by federal or state authority and, 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 CFR
Section
9.10(b); or (iii) any other account, the use of which would not, in
and of
itself, cause an Adverse Rating Event with respect to any Class of
Certificates
or, if applicable, any class of Specially Designated Non-Trust
Mortgage Loan
Securities that, in any event, is rated by either Rating Agency or,
if
applicable, Fitch, as evidenced in writing by such Rating Agency
or, if
applicable, Fitch; provided that the references to Fitch and to the
ratings
thereof in clauses (i), (ii) and (iii) of this definition shall not
apply unless
the account in question relates solely to a Serviced Loan
Combination that
includes one or more Specially Designated Securitized Non-Trust
Mortgage Loans
or any successor REO Mortgage Loans with respect thereto that back
Specially
Designated Non-Trust Mortgage Loan Securities rated by Fitch.
"Enhancement/Support Provider" shall mean 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" shall mean a "Phase I assessment" as
described in, and meeting the criteria of, the American Society of
Testing
Materials Standard Sections 1527-05 or a
-42-
review conducted in accordance with the All Appropriate Inquiries
final rule
issued by the United States Environmental Protection Agency on
November 1, 2005
(40 C.F.R. Part 312), or any successor to either.
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Serviced
Mortgage Loans identified on Schedule IV hereto.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor
for
application toward the payment of real estate taxes, assessments,
insurance
premiums, ground rents (if applicable) and other items for which an
escrow has
been created in respect of the related Mortgaged Property.
"Euroclear" shall mean The Euroclear System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section
7.01(a).
"Excess Defeasance Deposit Proceeds" shall mean, with respect to an
Early Defeasance Trust Mortgage Loan for which the related
Mortgagor has
exercised its option to defease such Trust Mortgage Loan prior to
the second
anniversary of the Closing Date, subject to Section 2.06(b), the
excess, if any,
of any cash amount tendered by such Mortgagor in order to purchase
Defeasance
Collateral or other permitted collateral for purposes of defeasing
such Trust
Mortgage Loan in accordance with the related loan documents, over
an amount
equal to, with respect to such Trust Mortgage Loan, the aggregate
of the amounts
specified in clauses (a) through (e) of the definition of "Purchase
Price" in
this Agreement.
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Trust Mortgage Loan or an Administered REO Property, net
of (i)
interest on any related Advances, (ii) any related Servicing
Advances, (iii) any
Liquidation Fee payable from such Net Liquidation Proceeds, and
(iv) in the case
of a Trust Mortgage Loan that is part of, or an REO Property that
relates to, a
Serviced Loan Combination, the portion of such Net Liquidation
Proceeds payable
to the related Non-Trust Mortgage Loan Noteholder(s), over (b) the
amount needed
to pay off the subject Trust Mortgage Loan or the related REO Trust
Mortgage
Loan, as applicable, in full.
"Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the
Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE],
as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2006-C6,
Commercial Mortgage Pass-Through Certificates, Series 2006-C6".
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
-43-
"Exchange Act Reportable Event" shall mean: (a) with respect to the
Trustee or, if and to the extent specifically applicable thereto or
to its
duties on behalf of the Trustee, any Servicing Representative or
other agent of
the Trustee or any Trustee Appointee, a Trustee Reportable Event;
(b) with
respect to the Master Servicer or, if and to the extent
specifically applicable
thereto or to its duties on behalf of the Master Servicer, any
Servicing
Representative or other agent of the Master Servicer, a Master
Servicer
Reportable Event; and (c) with respect to 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 or other agent of the
Special Servicer, a
Special Servicer Reportable Event.
"Exchange Act Reporting Year" shall mean 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" shall have the meaning assigned thereto in
Section 8.15(a).
"Exemption-Favored Party" shall mean any of (i) Lehman Brothers,
(ii)
any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Lehman
Brothers, 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.
"Fairfax II Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as Fairfax II.
"Fairfax II Trust Mortgage Loan" shall mean the Trust Mortgage Loan
that is identified on the Trust Mortgage Loan Schedule by mortgage
loan number
177, and is secured by a Mortgage on the Fairfax II Mortgaged
Property.
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FASB 140" shall mean the Financial Accounting Standards Board's
Statement No. 140, entitled "Accounting for Transfers and Servicing
of Financial
Assets and Extinguishment of Liabilities", issued in September
2002.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the
Certificates in
connection with a termination of the Trust Fund pursuant to Article
IX.
"Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage
Loan or
Administered REO Property that there has been a recovery of all
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments
-44-
or recoveries that the Special Servicer has determined, in
accordance with the
Servicing Standard, will be ultimately recoverable; provided that
the term
"Final Recovery Determination" shall not apply to (i) a Specially
Serviced
Mortgage Loan that was paid in full, or (ii) a Specially Serviced
Trust Mortgage
Loan or Administered REO Property, as the case may be, that was the
subject of a
Permitted Purchase; and provided, further, that the term "Final
Recovery
Determination" shall include any comparable determination made with
respect to
an Outside Serviced Trust Mortgage Loan or any related REO Property
by a related
Outside Servicer pursuant to the related Outside Servicing
Agreement.
"Fiscal Agent" shall mean any fiscal agent appointed by the Trustee
as
provided in Section 8.17.
"Fitch" shall mean Fitch, Inc. or its successor in interest.
"Form 8-K" shall mean 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 Required Information" shall mean 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.
"Form 10-D" shall mean 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 Required Information" shall mean 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" shall mean 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 Required Information" shall mean any and all
information,
including with respect to any applicable Exchange Act Reportable
Events,
required pursuant to the Exchange Act
-45-
and/or the rules and regulations promulgated thereunder to be
reported by an
asset-backed issuer under Form 10-K.
"FV Bid" shall have the meaning assigned thereto in Section
3.18(d).
"FV Price" shall have the meaning assigned thereto in Section
3.18(c).
"GAAP" shall mean generally accepted accounting principles in the
United States of America.
"General Special Servicer" shall have the meaning assigned thereto
in
Section 7.01(e).
"Global Certificate" shall mean, 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.
"Government Securities" shall mean "Government Securities" as
defined
in Section 2(a)(16) of the Investment Company Act of 1940,
excluding any such
securities that are not acceptable to either Rating Agency as
Defeasance
Collateral.
"Grantor Trust" shall mean, subject to Section 2.05(b), that
certain
"grantor trust" (within the meaning of the Grantor Trust
Provisions) consisting
of the Grantor Trust Assets.
"Grantor Trust Assets" shall mean, subject to Section 2.05(b), any
collections of Additional Interest Received by the Trust with
respect to any ARD
Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect
thereto.
"Grantor Trust Provisions" shall mean Subpart E of Part 1 of
Subchapter J of the Code, including Treasury regulations section
301.7701-4(c)(2).
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which
the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Group 1 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that
is identified on the Trust Mortgage Loan Schedule as belonging to
Loan Group No.
1.
"Group 2 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that
is identified on the Trust Mortgage Loan Schedule as belonging to
Loan Group No.
2.
"Group JRP REMIC II Regular Interest" shall mean any of the REMIC
II
Regular Interests with an alphanumeric designation that begins with
"JRP-".
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including 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 asbestos and asbestos-containing materials,
polychlorinated biphenyls,
radon gas, petroleum and petroleum products and urea formaldehyde.
-46-
"Holder" shall mean a Certificateholder.
"HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the
Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Controlling
Class Certificateholder, any Class JRP Certificateholder, any
Non-Trust Mortgage
Loan Noteholder 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, the Master Servicer,
the Special
Servicer, any Controlling Class Certificateholder, any Class JRP
Certificateholder, any Non-Trust Mortgage Loan Noteholder, or any
Affiliate
thereof, and (iii) is not connected with the Depositor, any
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, any Class JRP Certificateholder, any Non-Trust
Mortgage Loan
Noteholder 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, a Mortgage Loan Seller, the Master Servicer, the Special
Servicer, a
Controlling Class Certificateholder, a Class JRP Certificateholder,
a Non-Trust
Mortgage Loan Noteholder 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, such Mortgage Loan Seller, the Master Servicer, the
Special Servicer,
such Controlling Class Certificateholder, such Class JRP
Certificateholder, such
Non-Trust Mortgage Loan Noteholder or any Affiliate thereof, as the
case may be;
provided that such ownership constitutes less than 1% of the total
assets owned
by such Person.
"Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five (5) years' experience in the subject
property type
and market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to REMIC I (or, solely for
purposes of an
Early Defeasance Trust Mortgage Loan or any corresponding REO
Property, any
related Loan REMIC) within the meaning of Section 856(d)(3) of the
Code if such
REMIC Pool 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 percent or more of any Class of
Certificates, or such
other interest in any Class of Certificates as is set forth in an
Opinion of
Counsel, which shall be at no expense to the Master Servicer, the
Special
Servicer, the Trustee or the Trust Fund, delivered to the Trustee
(and, if a
Serviced Loan Combination is involved, to the related Serviced
Non-Trust
Mortgage Loan Noteholder(s)), provided that (i) such REMIC Pool
does not receive
or derive any income from such Person and (ii) the relationship
between such
Person and such REMIC Pool 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 Serviced Loan Combination is involved, by
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) of an Opinion of
Counsel, which
shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee
or the Trust Fund, to the effect that the taking of any action in
respect of any
Administered 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
-47-
Administered 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
Administered 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 Bidder" shall have the meaning assigned thereto in Section
3.18(d).
"Initial Deposit" shall mean, with respect to each Initial Deposit
Mortgage Loan, if any, the supplemental payment from the related
Mortgage Loan
Seller identified on Schedule V hereto, in the amount specified for
such Initial
Deposit Mortgage Loan on Schedule V hereto.
"Initial Deposit Mortgage Loans" shall mean each of the Trust
Mortgage
Loans, if any, identified on Schedule V hereto.
"Initial Pool Balance" shall mean the aggregate of the Cut-off Date
Balances of all the Trust Mortgage Loans.
"Initial Resolution Period" shall have the meaning assigned thereto
in
Section 2.03(a).
"Institutional Accredited Investor" or "IAI" shall mean 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" shall mean, with respect to any Mortgage Loan,
any
hazard insurance policy, flood insurance policy, title policy,
Environmental
Insurance Policy or other insurance policy that is maintained from
time to time
in respect of such Mortgage Loan or the related Mortgaged Property.
"Insurance Proceeds" shall mean the 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" shall have the meaning assigned
thereto
in Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any
Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular Interest,
any Class of Regular Interest Certificates or any REMIC III
Component of the
Interest-Only Certificates, in each case consisting of one of the
following: (i)
a 360-day year consisting of twelve 30-day months; (ii) actual
number of days
elapsed in a 360-day year; (iii) actual number of days elapsed in a
365-day
year; or (iv) actual number of days elapsed in an actual calendar
year (taking
account of leap year).
"Interest Accrual Period" shall mean, with respect to any
Distribution
Date, the period commencing on the 11th calendar day of the month
immediately
preceding the month in which such Distribution Date occurs and
ending on the
10th calendar day of the month in which such Distribution Date
occurs.
-48-
"Interest-Only Certificates" shall mean, collectively, the Class
X-CL
and Class X-CP Certificates.
"Interested Person" shall mean the Depositor, the Master Servicer,
the
Special Servicer, the Trustee, any Fiscal Agent, any
Certificateholder, or any
Affiliate of any such Person.
"Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account)
created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as
Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2006-C6,
Commercial Mortgage Pass-Through Certificates, Series 2006-C6".
"Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs during the calendar month of January
(except in a
leap year) or during the calendar month of February, an amount
equal to one (1)
day's interest accrued at the related Mortgage Rate (net of the
related
Additional Interest Rate, in the case of an ARD Trust Mortgage Loan
or any
successor REO Trust Mortgage Loan with respect thereto after the
related
Anticipated Repayment Date, and net of the related Outside
Servicing Fee Rate
(or, alternatively, if the related Outside Servicing Fee accrues on
a 30/360
Basis, the Actual/360 Equivalent of the Related Outside Servicing
Fee Rate), in
the case of an Outside Serviced Trust Mortgage Loan or any
successor REO Trust
Mortgage Loan with respect thereto) 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 due on such Due Date), to the
extent that a
Monthly Payment or an Assumed Monthly Payment, as applicable, is
Received by the
Trust in respect thereof for such Due Date as of the related
Determination Date
or a P&I Advance is made under this Agreement in respect
thereof for such Due
Date by such Distribution Date. Any Interest Reserve Amount with
respect to
either a Split Trust Mortgage Loan that is an Interest Reserve
Mortgage Loan or
a Split REO Trust Mortgage Loan that is an Interest Reserve REO
Mortgage Loan,
for any Distribution Date that occurs during the calendar month of
January
(except in a leap year) or during the calendar month of February,
shall be
allocated: first, to the related STML Group A REMIC I Regular
Interest, up to an
amount equal to one (1) day's interest at the related Deemed Fixed
Gross Rate on
the related Uncertificated Principal Balance immediately prior to
such
Distribution Date; and second, to the related STML Group B REMIC I
Regular
Interest, up to the remaining portion of such Interest Reserve
Amount.
"Interest Reserve Mortgage Loan" shall mean any Trust Mortgage Loan
that accrues interest on an Actual/360 Basis.
"Interest Reserve REO Mortgage Loan" shall mean any REO Trust
Mortgage
Loan as to which the predecessor Trust Mortgage Loan was an
Interest Reserve
Mortgage Loan.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, 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" shall mean: (a) with respect to any investment
of
funds in any Master Servicer Account (other than a Custodial
Account) or any REO
Account, the period that ends at the close of business (New York
City time) on
each Trust Determination Date (or, if the subject
-49-
Investment Account relates solely to a Serviced Loan Combination,
on each
related Loan Combination Determination Date) and commences
immediately following
the end of the prior such period (or, in the case of the first such
period,
commences on the Closing Date); (b) with respect to any investment
of funds in
the Pool Custodial Account, the Interest Reserve Account or the
Excess
Liquidation Proceeds Account, the period that ends at the close of
business (New
York City time) on the Business Day prior to each Trust Master
Servicer
Remittance Date and commences immediately following the end of the
prior such
period (or, in the case of the first such period, commences on the
Closing
Date); (c) with respect to any investment of funds in any Loan
Combination
Custodial Account, the period that ends at the close of business
(New York City
time) on the Business Day prior to each related Loan Combination
Master Servicer
Remittance Date and commences immediately following the end of the
prior such
period (or, in the case of the first such period, commences on the
Closing
Date); and (d) with respect to any investment of funds in the
Collection
Account, the period that ends at the close of business (New York
City time) on
each Trust Master Servicer Remittance Date and commences
immediately following
the end of the prior such period (or, in the case of the first such
period,
commences on the Closing Date); provided that, if and to the extent
that the
depository institution maintaining any REO Account, Custodial
Account or Trustee
Account is the obligor on any investment of funds in such
Investment Account,
and if such funds are to be transferred to another Investment
Account or
distributed to Certificateholders or any Serviced Non-Trust
Mortgage Loan
Noteholder on the Business Day following the end of any particular
Investment
Period (determined without regard to this proviso) for such
investment, then
such Investment Period shall be deemed extended through such time
on such next
succeeding Business Day when such transfer or distribution is to
occur.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"LaSalle" shall mean LaSalle Bank National Association or its
successor in interest.
"Lakewood Ranch Shopping Center Mortgaged Property" shall mean the
Mortgaged Property identified on the Trust Mortgage Loan Schedule
as Lakewood
Ranch Shopping Center.
"Lakewood Ranch Shopping Center Trust Mortgage Loan" shall mean the
Trust Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by
mortgage loan number 79, and is secured by a Mortgage on the
Lakewood Ranch
Shopping Center Mortgaged Property.
"Late Collections" shall mean: (a) with respect to any Trust
Mortgage
Loan, all amounts Received by the Trust in connection therewith
during any
related Collection Period, whether as payments, Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late
collections of
the principal and/or interest portions of a Monthly Payment (other
than a
Balloon Payment) or an Assumed Monthly Payment in respect of such
Trust Mortgage
Loan due or deemed due on a Due Date in a previous related
Collection Period, or
on a Due Date coinciding with or preceding the Cut-off Date, and
not previously
recovered; and (b) with respect to any REO Trust Mortgage Loan, all
amounts
Received by the Trust in connection with the related REO Property
during any
related Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a Monthly
Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the
predecessor Trust Mortgage Loan, or the principal and/or interest
portions of an
Assumed Monthly Payment in respect of such REO Trust Mortgage Loan,
due or
deemed due on a Due Date in a previous related Collection Period
and not
previously recovered.
-50-
"LBHI" shall mean Lehman Brothers Holdings Inc. or its successor in
interest.
"LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of September 22,
2006, between
LBHI and the Depositor.
"LBHI Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LBHI to the Depositor, pursuant to the
LBHI/Depositor Mortgage
Loan Purchase Agreement.
"Legal Final Distribution Date" shall mean, with respect to any
Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular
Interest, any Class of Regular Interest Certificates (exclusive of
the
Interest-Only Certificates) or any particular REMIC III Component
of a Class of
Interest-Only Certificates, the "latest possible maturity date"
thereof,
calculated solely for purposes of satisfying Treasury regulations
section
1.860G-1(a)(4)(iii).
"Lehman Brothers" shall mean Lehman Brothers Inc. or its successor
in
interest.
"Lehman Mortgage Loan Seller" shall mean: (a) LBHI in matters
relating
to an LBHI Trust Mortgage Loan; and (b) LUBS in matters relating to
a LUBS Trust
Mortgage Loan, if any.
"Lehman Trust Mortgage Loan" shall mean any LBHI Trust Mortgage
Loan
or LUBS Trust Mortgage Loan, as applicable.
"Liquidation Event" shall mean: (a) with respect to any Trust
Mortgage
Loan or Serviced Non-Trust 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, or (iii) in the case of a Trust
Mortgage Loan,
such Mortgage Loan is the subject of a Permitted Purchase; and (b)
with respect
to any REO Property (and the related REO Mortgage Loan(s)), any of
the following
events--(i) a Final Recovery Determination is made with respect to
such REO
Property, or (ii) such REO Property is the subject of a Permitted
Purchase.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in connection with the liquidation
of any
Specially Serviced Mortgage Loan pursuant to Section 3.09 or in
connection with
the sale of a Specially Serviced Mortgage Loan or an Administered
REO Property
in accordance with Section 3.18, or in connection with the final
payoff of a
Corrected Mortgage Loan (including legal fees and expenses,
committee or referee
fees and, if applicable, brokerage commissions and conveyance
taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain
specified events in
respect of a Specially Serviced Mortgage Loan or an Administered
REO Property
pursuant to, Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or Administered REO Property as to which a
Liquidation
Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues)
Received by the
Trust (or, in the case of a Serviced Loan Combination or any
related
Administered REO Property, collected on behalf of the Trust and/or
the
-51-
related Serviced Non-Trust Mortgage Loan Noteholder(s)) in
connection with: (i)
the full or partial 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; (ii)
the realization upon any deficiency judgment obtained against a
Mortgagor; (iii)
a Permitted Purchase; or (iv) except for purposes of Section
3.11(c), the
transfer of any Loss of Value Payments from the Loss of Value
Reserve Fund, or
the deposit of any other payments contemplated by Section 2.03(d),
in any event
to the Pool Custodial Account.
"LNR" shall mean LNR Partners, Inc. or any successor-in-interest
thereto.
"Loan Combination" shall mean any group of two or more mortgage
loans,
at least one of which mortgage loans is included in the Trust Fund
and at least
one of which mortgage loans is not included in the Trust Fund, and
all of which
mortgage loans are secured by the same Mortgage(s) on the same
Mortgaged
Property or Properties, as applicable. The Loan Combinations are
the 1211 Avenue
of the Americas Loan Combination, the 1155 Avenue of the Americas
Loan
Combination and the Reckson Portfolio I Loan Combination.
"Loan Combination Change of Control Event" shall mean, with respect
to
any Loan Combination that includes a Subordinate Non-Trust Mortgage
Loan, any
event that would result in the "Note A Lender", the "Note A
Lenders", the
"Senior Lender" or the "Senior Lenders", as applicable, under the
related
Co-Lender Agreement becoming the applicable Loan Combination
Directing Lender in
accordance with the definition of "Directing Lender" or
"Controlling Holder", as
applicable, under the related Co-Lender Agreement.
"Loan Combination Controlling Party" shall mean, with respect to
any
Loan Combination, the related Loan Combination Directing Lender
(or, if
applicable, any representative appointed thereby consistent with
the related
Co-Lender Agreement, to exercise the rights and powers of the
related Loan
Combination Directing Lender under the related Co-Lender Agreement
or this
Agreement).
"Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the 1211
Avenue of the
Americas Collection Period with respect to the 1211 Avenue of the
Americas Loan
Combination and all related matters, (ii) the Reckson Portfolio I
Collection
Period with respect to the Reckson Portfolio I Loan Combination and
all related
matters, and (iii) the 1155 Avenue of the Americas Collection
Period with
respect to the 1155 Avenue of the Americas Loan Combination and all
related
matters.
"Loan Combination Custodial Account" shall mean, with respect to
each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Master Servicer pursuant to Section 3.04A on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Directing Lender" shall mean, with respect to the
1155 Avenue of the Americas Loan Combination, as of any date of
determination,
the "Controlling Holder" under the
-52-
related Co-Lender Agreement and, with respect to any other Loan
Combination, as
of any date of determination, the "Directing Lender" under the
related Co-Lender
Agreement.
"Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the 1211
Avenue of the
Americas Determination Date with respect to the 1211 Avenue of the
Americas Loan
Combination and all related matters, (ii) the Reckson Portfolio I
Determination
Date with respect to the Reckson Portfolio I Loan Combination and
all related
matters, and (iii) the 1155 Avenue of the Americas Determination
Date with
respect to the 1155 Avenue of the Americas Loan Combination and all
related
matters.
"Loan Combination Master Servicer Remittance Date" shall mean, with
respect to any Serviced Loan Combination, the date of each month,
commencing in
October 2006, on which, among other things, the Master Servicer is
required to
make normal monthly remittances to the related Serviced Non-Trust
Mortgage Loan
Noteholder(s). The Loan Combination Master Servicer Remittance Date
with respect
to the 1211 Avenue of the Americas Loan Combination, which is the
only Serviced
Loan Combination, during any calendar month, shall be the 1211
Avenue of the
Americas Master Servicer Remittance Date in such calendar month.
"Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Servicing Reports" shall mean, with respect to
each
Serviced Loan Combination, each of the CMSA Delinquent Loan Status
Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report,
CMSA Advance
Recovery Report, CMSA Loan Level Reserve/LOC Reserve, CMSA
Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff
Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial
File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement
Analysis,
CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report, each
as may be modified to reflect the fact that only the related
Mortgaged Property
or Properties or any related REO Property or Properties, as the
case may be,
shall be the subject of such report.
"Loan Combination Special Servicer" shall mean, with respect to any
Serviced Loan Combination, any special servicer hereunder
responsible for
special servicing such Loan Combination or any related REO
Property; provided
that, if such special servicer has special servicing
responsibilities with
respect to other Serviced Mortgage Loans and/or Administered REO
Properties,
then the term Loan Combination Special Servicer shall refer to such
party only
to the extent of its rights, duties and obligations in respect of a
Serviced
Loan Combination or any related REO Property.
"Loan Combination/Loan-Specific Special Servicer" shall have the
meaning assigned thereto in Section 6.09(d).
"Loan Group" shall mean either of Loan Group No. 1 or Loan Group
No.
2.
"Loan Group No. 1" shall mean, collectively, all of the Trust
Mortgage
Loans that are Group 1 Trust Mortgage Loans and any successor REO
Trust Mortgage
Loans with respect thereto.
-53-
"Loan Group No. 2" shall mean, collectively, all of the Trust
Mortgage
Loans that are Group 2 Trust Mortgage Loans and any successor REO
Trust Mortgage
Loans with respect thereto.
"Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached
hereto, and
setting forth for each Serviced Mortgage Loan as to which written
notice of
anticipated payoff has been received by the Master Servicer as of
the related
Determination Date preceding the delivery of such report, among
other things,
the loan number, the property name, the ending scheduled loan
balance for the
related Collection Period ending on such Determination Date, the
expected date
of payment, the expected related Distribution Date and the
estimated amount of
the Prepayment Consideration due (if any).
"Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b) and, in the case of the
Reckson Loan
REMIC, further subject to the Reckson Loan REMIC Declaration, the
segregated
pool of assets, as to which a separate REMIC election is to be
made, consisting
of: (i) such Trust Mortgage Loan (for so long as it is subject to
this
Agreement) and all payments under and proceeds of such Trust
Mortgage Loan
Received by the Trust after the Closing Date (other than scheduled
payments of
interest and principal due on or before the Cut-off Date), together
with all
documents included in the related Mortgage File; (ii) any REO
Property acquired
in respect of such Trust Mortgage Loan (for so long as it is
subject to this
Agreement) and all income and proceeds therefrom; (iii) such funds
or assets as
from time to time are deposited in the Pool Custodial Account, the
Collection
Account, the Interest Reserve Account and, if established, the Pool
REO Account
with respect to such Trust Mortgage Loan or any related REO
Property; and (iv)
insofar as they relate to such Trust Mortgage Loan or any related
REO Property,
the rights of the Depositor under the UBS/Depositor Mortgage Loan
Purchase
Agreement (but only if such Trust Mortgage Loan is a UBS Trust
Mortgage Loan);
provided that none of the Loan REMICs shall include (x) any
collections of
Additional Interest or (y) the Loss of Value Reserve Fund or any
amounts on
deposit therein.
"Loan REMIC Interest" shall mean, subject to Section 2.06(b),
either a
Loan REMIC Regular Interest or a Loan REMIC Residual Interest.
"Loan REMIC Regular Interest" shall mean, subject to Section
2.06(b),
the uncertificated "regular interest" within the meaning of Section
860G(a)(1)
of the Code, in a Loan REMIC.
"Loan REMIC Remittance Rate" shall mean: (a) with respect to any
Loan
REMIC Regular Interest that, as of the Closing Date, corresponds to
a Trust
Mortgage Loan that accrues interest on a 30/360 Basis, a rate per
annum that is,
for any Interest Accrual Period, equal to (i) the Mortgage Rate in
effect for
such corresponding Trust Mortgage Loan as of the Closing Date
(without regard to
any modifications, extensions, waivers or amendments of such
corresponding Trust
Mortgage Loan subsequent to the Closing Date), minus (ii) the sum
of (A) the
Master Servicing Fee Rate for such corresponding Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate, plus (C) if such corresponding Trust Mortgage Loan is an
Outside
Serviced Trust Mortgage Loan, the related Outside Servicing Fee
Rate; and (b)
with respect to any Loan REMIC Regular Interest that, as of the
Closing Date,
corresponds to a Trust Mortgage Loan that accrues interest on an
Actual/360
Basis, a rate per annum that is, for any Interest Accrual Period,
equal to (i) a
fraction (expressed as a percentage), the numerator of which is the
product of
12 times the Adjusted Actual/360 Accrued Interest Amount with
respect to such
Loan REMIC Regular Interest for such Interest Accrual Period, and
the
denominator of which is the Uncertificated Principal Balance of
such
-54-
Loan REMIC Regular Interest immediately prior to the Distribution
Date that
corresponds to such Interest Accrual Period, minus (ii) the sum of
(A) the
Master Servicing Fee Rate for the corresponding Trust Mortgage Loan
(or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate.
"Loan REMIC Residual Interest" shall mean, subject to Section
2.06(b),
the sole uncertificated "residual interest", within the meaning of
Section
860G(a)(2) of the Code, in each Loan REMIC.
"Lockout Period" shall mean, with respect to any Mortgage Loan that
prohibits the Mortgagor from prepaying such loan until a date
specified in the
related Mortgage Note or other loan document, the period from the
Closing Date
until such specified date.
"Loss of Value Payment" shall have the meaning assigned thereto
under
Section 2.03(e).
"Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Special Servicer pursuant to Section
3.04(e) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through
Certificates, Series
2006-C6, Loss of Value Reserve Fund". The Loss of Value Reserve
Fund shall be
designated as an "outside reserve fund" (within the meaning of
Treasury
regulations section 1.860G-2(h)), pursuant to Section 2.05(b). The
Loss of Value
Reserve Fund will be part of the Trust Fund but not part of the
Grantor Trust
(if created hereunder taking into account Section 2.05(b)) or any
REMIC Pool.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any Loan REMIC Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(d), over (ii)
the
total amount reimbursed to REMIC I with respect to any Loss
Reimbursement
Amount for such Loan REMIC Regular Interest on all prior
Distribution
Dates, if any, pursuant to Section 4.01(n);
(b) with respect to any REMIC I Regular Interest, for any
Distribution
Date, the excess, if any, of (i) the total amount of all
reductions, if
any, made in the related Uncertificated Principal Balance (without
any
corresponding deemed distribution of principal) on all prior
Distribution
Dates, if any, pursuant to Section 4.04(c), over (ii) the total
amount
reimbursed to REMIC II with respect to any Loss Reimbursement
Amount for
such REMIC I Regular Interest on all prior Distribution Dates, if
any,
pursuant to Section 4.01(m);
(c) with respect to any REMIC II Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(b), over (ii)
the sum
of (A) the total amount reimbursed to REMIC III with respect to any
Loss
Reimbursement Amount for such REMIC II Regular Interest on all
prior
Distribution Dates, if any, pursuant to Section 4.01(l), plus (B)
the
-55-
total amount reinstated to the Uncertificated Principal Balance of
such
REMIC II Regular Interest on all prior Distribution Dates, if any,
pursuant
to Section 4.05(c); and
(d) with respect to any Class of Principal Balance Certificates,
for
any Distribution Date, the excess, if any, of (i) the total amount
of all
reductions, if any, made in the related Class Principal Balance
(without
any corresponding distribution of principal) on all prior
Distribution
Dates, if any, pursuant to Section 4.04(a), over (ii) the sum of
(A) the
total amount of such reductions reimbursed to the Holders of such
Class of
Certificates with respect to any related Loss Reimbursement Amount
on all
prior Distribution Dates, if any, pursuant to Section 4.01(a) or
Section
4.01(b), as applicable, plus (B) the total amount of such
reductions
reinstated to the Class Principal Balance of such Class of
Certificates on
all prior Distribution Dates, if any, pursuant to Section 4.05(a).
"LUBS" shall mean LUBS, Inc.
"LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean any
Mortgage Loan Purchase Agreement dated as of September 22, 2006,
between LUBS as
mortgage loan seller, LBHI as an additional party and the
Depositor, which will
only be executed and delivered if there is a LUBS Trust Mortgage
Loan.
"LUBS Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LUBS to the Depositor, pursuant to any
LUBS/Depositor Mortgage
Loan Purchase Agreement.
"Majority Class JRP Certificateholder(s)" shall mean any single
Holder
or group of Holders (or any single Certificate Owner or group of
Certificate
Owners) of Certificates evidencing a majority of the Voting Rights
allocated to
the Class JRP Certificates.
"Majority Controlling Class Certificateholder(s)" shall mean any
single Holder or group of Holders (or any single Certificate Owner
or group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Controlling Class.
"Mango Plaza Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as Mango Plaza.
"Mango Plaza Trust Mortgage Loan" shall mean the Trust Mortgage
Loan
that is identified on the Trust Mortgage Loan Schedule by mortgage
loan number
100, and is secured by a Mortgage on the Mango Plaza Mortgaged
Property.
"Master Servicer" shall mean Wachovia, in its capacity as master
servicer hereunder, or any successor master servicer appointed as
herein
provided.
"Master Servicer Account" shall have the meaning assigned thereto
in
Section 3.06(a).
"Master Servicer Backup Certification" shall have the meaning
assigned
thereto in Section 8.15(h).
"Master Servicer Certification" shall have the meaning assigned
thereto in Section 2.01(d).
-56-
"Master Servicer Indemnification Agreement" shall mean the Master
Servicer Indemnification Agreement dated as of September 22, 2006,
between the
initial Master Servicer, the Depositor, Lehman Brothers, UBS Global
Asset
Management (US) Inc. and UBS Securities LLC.
"Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the
aggregate
amount of all payments and other collections on or with respect to
the Trust
Mortgage Loans and any related REO Properties (including Loss of
Value Payments
and, in the case of the initial Distribution Date, any Initial
Deposits) that
(i) were Received by the Trust as of the close of business on the
immediately
preceding applicable Determination Date and (ii) are on deposit or
are required
to be on deposit in the Pool Custodial Account as of 12:00 noon
(New York City
time) on such Trust Master Servicer Remittance Date, including any
such payments
and other collections transferred or required to be transferred to
the Pool
Custodial Account from the Pool REO Account (if established) and/or
a Loan
Combination Custodial Account, net of (b) the portion of the
aggregate amount
described in clause (a) of this definition that represents one or
more of the
following--(i) scheduled Monthly Payments that are due on a Due
Date following
the end of the related Collection Period (or, in the case of a
scheduled Monthly
Payment that is due on a Due Date in the same month as such Trust
Master
Servicer Remittance Date but subsequent to the end of the related
Collection
Period, following the end of the calendar month in which such Trust
Master
Servicer Remittance Date occurs), (ii) any amount payable or
reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii)
through (xix) of
Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any
amounts
deposited in the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean, individually and
collectively, as applicable in the context used, (i) the related
Loan
Combination Master Servicer Remittance Date with respect to each
Serviced Loan
Combination and all related matters, and (ii) the Trust Master
Servicer
Remittance Date with respect to the Mortgage Pool (exclusive of the
Serviced
Combination Trust Mortgage Loans and any REO Trust Mortgage Loans
with respect
to the Serviced Combination Trust Mortgage Loans) and all related
matters.
"Master Servicer Reportable Event" shall mean 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 Master Servicer or any Servicer
retained or
engaged by the 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 the
Master
Servicer or any Servicer retained or engaged by the 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
-57-
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 Master Servicer, (B) any Servicing
Representative of the 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 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 Master Servicer, (B) any Servicing
Representative of the 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 Serviced Mortgage Loan [ITEM
1.03(b)
ON FORM 8-K];
(v) any resignation, removal, replacement or substitution of (A)
the
Master Servicer or (B) any Servicing Representative of the 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 the 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 the Master Servicer or any
Servicer
retained or engaged by the Master Servicer, with respect to the
Subject
Securitization Transaction (other than disclosure required or
expressly
permitted pursuant to this Agreement) that is required to be
disclosed by
Regulation FD (17 C.F.R. Sections 243.100 through 243.103) [ITEM
7.01 ON
FORM 8-K];
(viii) any other information of importance to Certificateholders
(determined by the Master 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, (B) the
Master
Servicer has determined, in accordance with the Servicing Standard,
is
reasonably likely to have an adverse effect on payments to any
Class of
Certificateholders, and (C) is directly related to a Performing
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 Master Servicer is
controlling the subject litigation or if the subject Material
Litigant is
(A) the Master Servicer, (B) any Servicing Representative of the
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
Serviced Mortgage Loan [ITEM 2 ON FORM 10-D AND GENERAL INSTRUCTION
J TO
FORM 10-K];
-58-
(x) the receipt by or on behalf of the Master Servicer or any
Servicer
retained or engaged by the Master Servicer of any updated financial
statements, balance sheets, rent rolls or other financial
information
regarding a Significant Obligor with respect to a Performing
Serviced
Mortgage Loan [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
Master
Servicer to the Trustee and the Depositor in accordance with
Section
8.15(b), whether the Master Servicer has become an affiliate (as
defined in
Rule 405 of the Securities Act) of any of (A) the Trustee, (B) the
Special
Servicer, (C) any Outside Servicer that constitutes a Servicer
contemplated
by Item 1108(a)(3) of Regulation AB, (D) any Servicing
Representative of
the Master Servicer that constitutes a Servicer contemplated by
Item
1108(a)(3) of Regulation AB or (E) any Significant Obligor [GENERAL
INSTRUCTION J TO FORM 10-K]; and
(xii) to the extent not otherwise disclosed in the Prospectus
Supplement or arising out of an action by the Master Servicer in
its
capacity as Master Servicer under this Agreement, any specific
relationship
involving or relating to the Subject Securitization Transaction or
the
Mortgage Loans contemplated by Item 1119(c) of Regulation AB
between the
UBS Mortgage Loan Seller or the Trust, on the one hand, and the
Master
Servicer or any Servicing Representative of the Master Servicer, on
the
other hand [GENERAL INSTRUCTION J TO FORM 10-K].
"Master Servicing Fee" shall mean, with respect to each Serviced
Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto) and
each Outside Serviced Trust Mortgage Loan (and any successor REO
Trust Mortgage
Loan with respect thereto), the fee designated as such and payable
to the Master
Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto), a rate per annum equal to the related
Administrative Cost Rate
minus the Trustee Fee Rate; (b) with respect to each Outside
Serviced Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto),
a rate per annum equal to 0.01% per annum; and (c) with respect to
each Serviced
Non-Trust Mortgage Loan (and any successor REO Mortgage Loan with
respect
thereto), 0.01% per annum.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Debtor" shall mean any of the following:
(i) the Trust;
(ii) LBHI;
(iii) the UBS Mortgage Loan Seller;
(iv) each of the parties to this Agreement;
-59-
(v) any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(vi) any Significant Obligor;
(vii) any Enhancement/Support Provider; and
(viii) any other material party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization Transaction.
"Material Document Defect" shall have the meaning assigned thereto
in
Section 2.03(a).
"Material Litigant" shall mean any of the following:
(i) the Trust;
(ii) LBHI;
(iii) the UBS Mortgage Loan Seller;
(iv) each of the parties to this Agreement;
(v) any Servicing Representative that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(vi) any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB; and
(vii) any other party contemplated by Item 1100(d)(1) of Regulation
AB
relating to the Subject Securitization Transaction.
"Maturity Date" shall mean, with respect to any Mortgage Loan as of
any date of determination, the Due Date on which the last payment
of principal
is due and payable under the terms of the related Mortgage Note, as
such terms
may be changed or modified from time to time in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by
the Special
Servicer (or the Master Servicer, if applicable) pursuant to
Section 3.20.
"Mission Plaza Shopping Center Mortgaged Property" shall mean the
Mortgaged Property identified on the Trust Mortgage Loan Schedule
as Mission
Plaza Shopping Center.
"Mission Plaza Shopping Center Trust Mortgage Loan" shall mean the
Trust Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by
mortgage loan number 120, and is secured by a Mortgage on the
Mission Plaza
Shopping Center Mortgaged Property.
"Modified Loan" shall mean any Serviced Mortgage Loan as to which
any
Servicing Transfer Event has occurred and which has been modified
by the Special
Servicer pursuant to Section 3.20 in a manner that:
-60-
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing
Monthly
Payments current with respect to such Mortgage Loan);
(b) except as expressly contemplated by the related loan documents,
results in a release of the lien of the related Mortgage on any
material
portion of the related Mortgaged Property without a corresponding
Principal
Prepayment in an amount, or the delivery of substitute real
property
collateral with a fair market value (as is), that is not less than
the fair
market value (as is) of the property to be released, as determined
by an
appraisal delivered to the Special Servicer (at the expense of the
related
Mortgagor and upon which the Special Servicer may conclusively
rely); or
(c) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impairs the security for such Mortgage Loan or
materially reduces the likelihood of timely payment of amounts due
thereon.
"Monthly Payment" shall mean, with respect to any Trust Mortgage
Loan
or Serviced Non-Trust Mortgage Loan, as of any Due Date, the
scheduled monthly
debt service payment (or, in the case of an ARD Mortgage Loan after
its
Anticipated Repayment Date, the monthly debt service payment
required to be paid
on a current basis) on such Mortgage Loan 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
modification, extension, waiver or amendment granted or agreed to
by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside
Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement), including any Balloon Payment payable
in respect
of such Mortgage Loan on such Due Date; provided that the Monthly
Payment due in
respect of any Mortgage Loan shall not include Default Interest;
and provided,
further, that the Monthly Payment due in respect of any ARD
Mortgage Loan after
its Anticipated Repayment Date shall not include Additional
Interest; and
provided, further, that if the related loan documents for any Loan
Combination
provide for a single monthly debt service payment for the entire
such Loan
Combination, then the Monthly 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
Co-Lender
Agreement, in the absence of default, allocable to interest at the
related
Mortgage Rate on and/or principal of the subject Mortgage Loan
comprising such
Loan Combination.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor
in interest. If neither such rating agency nor any successor
remains in
existence, "Moody's" shall be deemed to refer to such other
nationally
recognized statistical rating agency or other comparable Person
designated by
the Depositor, notice of which designation shall be given to the
Trustee, any
Fiscal Agent, the Master Servicer and the Special Servicer, and
specific ratings
of Moody's Investors Service, Inc. herein referenced shall be
deemed to refer to
the equivalent ratings of the party so designated.
"Mortgage" shall mean, with respect to any Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
such Mortgage Loan and creates a lien on the related Mortgaged
Property.
-61-
"Mortgage File" shall mean:
(a) with respect to any Serviced Trust Mortgage Loan and, in the
case
of each Serviced Loan Combination, also with respect to each
Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the
following documents collectively (which, in the case of each
Serviced Loan
Combination, except for the Mortgage Notes referred to in clause
(a)(i) of
this definition and any modifications thereof referred to in clause
(a)(xiii) of this definition, relate to the entire such Loan
Combination):
(i)
(A) the original executed Mortgage Note for such Trust
Mortgage Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of "LaSalle Bank
National Association, as trustee for the registered holders of
LB-UBS Commercial Mortgage Trust 2006-C6, Commercial Mortgage
Pass-Through Certificates, Series 2006-C6" or in blank, and
further showing a complete, unbroken chain of endorsement from
the originator (if such originator is other than the related
Mortgage Loan Seller) (or, alternatively, if the original
executed Mortgage Note has been lost, a lost note affidavit
and indemnity with a copy of such Mortgage Note), and (B) in
the case of each Serviced Loan Combination, a copy of the
executed Mortgage Note for each Serviced Non-Trust Mortgage
Loan in such Loan Combination;
(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 the particular item has not been returned
from the applicable recording office) with evidence of
recording indicated thereon;
(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 the particular item
has not been returned from the applicable recording office)
with evidence of recording indicated thereon;
(iv)
an original executed assignment, in recordable form (except
for recording information not yet available if the instrument
being assigned has not been returned from the applicable
recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from
the Mortgage), in favor of "LaSalle Bank National Association,
in its capacity as trustee for the registered holders of
LB-UBS Commercial Mortgage Trust 2006-C6, Commercial Mortgage
Pass-Through Certificates, Series 2006-C6" (or, in the case of
a Serviced Loan Combination, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C6, Commercial Mortgage Pass-Through Certificates, Series
2006-C6, and in its capacity as lead lender on behalf of the
[IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
NOTEHOLDER(S)]") (or, in each case, a copy thereof, certified
to be the copy of such assignment submitted for recording);
-62-
(v)
an original or a copy of the assignment of all unrecorded
documents relating to such Trust Mortgage Loan, in favor of
"LaSalle Bank National Association, as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C6, Commercial Mortgage Pass-Through Certificates, Series
2006-C6" (or, in the case of a Serviced Loan Combination, in
favor of "LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commercial
Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through
Certificates, Series 2006-C6, and in its capacity as lead
lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)]");
(vi)
the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such Trust
Mortgage Loan (or, if such policy has not been issued, a
"marked-up" pro forma title policy marked as binding and
countersigned by the title insurer or its authorized agent, or
an irrevocable, binding commitment to issue such title
insurance policy);
(vii)
an original or a copy of the Ground Lease relating to such
Trust Mortgage Loan, if any;
(viii)
an original or a copy of the loan agreement for such Trust
Mortgage Loan, if any;
(ix)
an original of the related guaranty of payment under such
Trust Mortgage Loan, if any;
(x)
an original or a copy of the environmental indemnity from the
related Mortgagor, if any;
(xi)
an original or a copy of the lock-box agreement or cash
management agreement relating to such Trust Mortgage Loan, if
any;
(xii)
a copy of the original letter of credit in connection with
such Trust Mortgage Loan, if any;
(xiii)
originals or copies of final written modification agreements
in those instances where the terms or provisions of the
Mortgage Note for such Trust Mortgage Loan (and/or, if
applicable, the Mortgage Note for a related Serviced Non-Trust
Mortgage Loan) or the related Mortgage have been modified as
to a monetary term or other material term thereof, in each
case (unless the particular item has not been returned from
the applicable recording office) with evidence of recording
indicated thereon if the instrument being modified is a
recordable document;
(xiv)
only if such Trust Mortgage Loan is secured by a nursing
facility or hospitality property as identified on Schedule VI
hereto, filed copies (with evidence of filing) of any prior
effective 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 related Mortgage
Loan Seller had possession of such UCC
-63-
Financing Statements prior to the Closing Date) and an
original assignment thereof, as appropriate, in form suitable
for filing, in favor of "LaSalle Bank National Association, in
its capacity as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2006-C6, Commercial Mortgage
Pass-Through Certificates, Series 2006-C6" (or, in the case of
a Serviced Loan Combination, in favor of "LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
2006-C6, Commercial Mortgage Pass-Through Certificates, Series
2006-C6, and in its capacity as lead lender on behalf of the
[IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
NOTEHOLDER(S)]");
(xv)
an original or a copy of the related security agreement (if
such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments thereof;
(xvi)
an original assignment of the related security agreement (if
such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause
(a)(iv) or clause (a)(v) of this definition), in favor of
"LaSalle Bank National Association, in its capacity as trustee
for the registered holders of LB-UBS Commercial Mortgage Trust
2006-C6, Commercial Mortgage Pass-Through Certificates, Series
2006-C6" (or, in the case of a Serviced Loan Combination, in
favor of "LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commercial
Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through
Certificates, Series 2006-C6, and in its capacity as lead
lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)]");
(xvii)
if such Trust Mortgage Loan is a Serviced Combination Trust
Mortgage Loan, a copy of the related Co-Lender Agreement;
(xviii) in the case of any Trust Mortgage Loan as to which there
exists a related mezzanine loan, the related intercreditor
agreement;
(xix)
an original or a copy of any related Environmental Insurance
Policy; and
(xx)
with respect to hospitality properties, a signed copy of the
franchise agreement (if any) and franchisor comfort letter (if
any); and
(b) with respect to each Outside Serviced Trust Mortgage Loan, the
following documents collectively:
(i)
the original executed Mortgage Note for such Trust Mortgage
Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of "LaSalle Bank
National Association, as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C6, Commercial
Mortgage Pass-Through Certificates, Series 2006-C6" or in
blank, and further showing a complete, unbroken chain of
endorsement from the originator (if such originator is
other than the related Mortgage
-64-
Loan Seller) (or, alternatively, if the original executed
Mortgage Note has been lost, a lost note affidavit and
indemnity with a copy of such Mortgage Note);
(ii)
a copy of the executed related Co-Lender Agreement;
(iii) a copy of the executed related Outside Servicing Agreement;
and
(iv)
in the case of the Reckson Portfolio I Subordinate Tranche
Trust Mortgage Loan, a copy of the executed Reckson Loan
REMIC Declaration;
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 a Custodian on its behalf for
documents
described in clauses (a)(vii) through (a)(xx) 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.
"Mortgage Loan" shall mean any Trust Mortgage Loan or Non-Trust
Mortgage 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
affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in
the case of
an Outside Serviced Loan Combination, any such documents held by or
on behalf of
a related Non-Trust Mortgage Loan Noteholder.
"Mortgage Loan Origination Documents" shall mean, with respect to
any
Serviced Trust Mortgage Loan, any of the following documents (other
than any
document that constitutes part of the Mortgage File for such
Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust
Mortgage Loan:
copies of any final appraisal, final survey, final engineering
report, final
environmental report, opinion letters of counsel to the related
mortgagor
delivered in connection with the closing of such Serviced Trust
Mortgage Loan,
escrow agreements, organizational documentation for the related
mortgagor,
organizational documentation for any related guarantor or
indemnitor (if the
related guarantor or indemnitor is an entity), insurance
certificates, leases
for tenants representing 25% or more of the annual income with
respect to the
related Mortgaged Property, final seismic report and property
management
agreements, but, in each case, only if the subject document (a) was
in fact
obtained in connection with the origination of such Serviced Trust
Mortgage
Loan, (b) relates to the administration or servicing of such
Serviced Trust
Mortgage Loan, (c) is reasonably necessary for the ongoing
administration and/or
servicing of such Serviced Trust Mortgage Loan by the Master
Servicer or Special
Servicer in connection with its duties under this Agreement, and
(d) is in the
possession or under the control of the Depositor (if such Serviced
Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage
Loan Seller
(if such Serviced Trust Mortgage Loan is a UBS Trust Mortgage
Loan), as
applicable; provided that neither the Depositor nor the UBS
Mortgage Loan Seller
shall be required to deliver any draft documents, privileged or
other
communications or correspondence, credit underwriting or due
diligence analyses
or information, credit committee briefs or memoranda or other
internal approval
documents or data or internal worksheets, memoranda, communications
or
evaluations.
-65-
"Mortgage Loan Purchase Agreements" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan
Purchase
Agreement (if any) or the UBS/Depositor Mortgage Loan Purchase
Agreement, as
applicable.
"Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or
the
UBS Mortgage Loan Seller, as applicable.
"Mortgage Note" shall mean 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" shall mean all of the Trust Mortgage Loans and any
REO
Trust Mortgage Loans, collectively.
"Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Trust Mortgage Loans as of the end of the related Collection
Period, which
report shall contain substantially the categories of information
regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-6 to the
Prospectus
Supplement (calculated, where applicable, on the basis of the most
recent
relevant information provided by the Mortgagors to the Master
Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or
the Special
Servicer, as the case may be, to the Trustee), and which
information shall be
presented in tabular format substantially similar to the format
utilized on such
annexes and shall also include a loan-by-loan listing (in
descending balance
order) showing loan number, property type, location, unpaid
principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest
portion of the
Monthly Payment, principal portion of the Monthly Payment, and any
Prepayment
Consideration received.
"Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the related
annualized
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, any related loan agreement and applicable law, as such rate
may be
modified in accordance with Section 3.20 (or, in the case of an
Outside Serviced
Mortgage Loan, by the applicable Outside Servicer in accordance
with the related
Outside Servicing Agreement) or in connection with a bankruptcy,
insolvency or
similar proceeding involving the related Mortgagor. In the case of
any ARD
Mortgage Loan, the related Mortgage Rate shall increase in
accordance with the
related Mortgage Note if the particular loan is not paid in full by
its
Anticipated Repayment Date.
"Mortgaged Property" shall mean the real property subject to the
lien
of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context
may require, (i) the primary obligor or obligors under a Mortgage
Note,
including any Person that has acquired the related Mortgaged
Property and
assumed the obligations of the original obligor under the Mortgage
Note, and
(ii) the owner of the related Mortgaged Property, if such owner has
executed the
related Mortgage with respect to the subject Mortgage Loan in
addition to a
guaranty of the obligations of the named obligor on the related
Mortgage Note,
and such guaranty is secured by such Mortgage; provided that the
foregoing
definition of "Mortgagor" shall not include any guarantors except
to the extent
described in clause (ii) above.
-66-
"Naples Walk I, II and III Mortgaged Property" shall mean the
Mortgaged Property identified on the Trust Mortgage Loan Schedule
as Naples Walk
I, II and III.
"Naples Walk I, II and III Trust Mortgage Loan" shall mean the
Trust
Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by mortgage
loan number 49, and is secured by a Mortgage on the Naples Walk I,
II and III
Mortgaged Property.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect
to any Distribution Date, the amount, if any, by which (a) the
aggregate of all
Prepayment Interest Shortfalls incurred with respect to the
Mortgage Pool in
connection with Principal Prepayments and/or, insofar as they
result from the
application of Insurance Proceeds and/or Condemnation Proceeds,
other early
recoveries of principal Received by the Trust on the Trust Mortgage
Loans
(including Specially Serviced Trust Mortgage Loans) during the
related
Collection Period, exceeds (b) the aggregate amount deposited by
the Master
Servicer in the Collection Account for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls.
"Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the Class JRP Available
Distribution Amount
for such Distribution Date.
"Net Default Charges" shall have, with respect to any Trust
Mortgage
Loan or REO Trust Mortgage Loan, the meaning assigned thereto in
Section
3.26(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any related 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 Investment Account (exclusive, in the
case of a
Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any
portion of such interest or other income payable to a Mortgagor in
accordance
with the related loan documents and applicable law), 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
(exclusive, in the
case of a Servicing Account, a Reserve Account or the Defeasance
Deposit
Account, of any portion of such losses that were incurred in
connection with
investments made for the benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any related 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 Investment Account in
accordance with
Section 3.06 (exclusive, in the case of a Servicing Account, a
Reserve Account
or the Defeasance Deposit Account, of any portion of such losses
that were
incurred in connection with investments made for the benefit of a
Mortgagor),
exceeds the aggregate of all interest and other income realized
during such
Investment Period on such funds (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
loan documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially
Serviced Mortgage
Loan or Administered REO Property, over the amount of all
Liquidation Expenses
incurred with respect thereto.
-67-
"Net Prepayment Consideration" shall mean the Prepayment
Consideration
Received by the Trust (or, if applicable, on behalf of a Serviced
Non-Trust
Mortgage Loan Noteholder) with respect to any Mortgage Loan or REO
Mortgage
Loan, net of any Workout Fee or Liquidation Fee payable in
connection with the
receipt thereof.
"Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the Class JRP Principal
Distribution Amount
for such Distribution Date.
"New Lease" shall mean any lease of an Administered REO Property
entered into at the direction of the Special Servicer, including
any lease
renewed, modified or extended on behalf of the Trustee and, in the
case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan
Noteholder(s).
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean:
(1)
any P&I Advance previously made or proposed to be made in
respect
of any Trust Mortgage Loan or REO Trust Mortgage Loan by the
Master Servicer, the Trustee or a Fiscal Agent, which P&I
Advance
such party has determined in its reasonable, good faith judgment,
will not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any
other recovery on or in respect of such Trust Mortgage Loan or
REO Trust Mortgage Loan, as the case may be; and
(2)
any P&I Advance previously made or proposed to be made in
respect
of any Serviced Trust Mortgage Loan or any REO Trust Mortgage
Loan that the Special Servicer has determined, in accordance with
the Servicing Standard, will not be ultimately recoverable from
late payments, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of
such Serviced Trust Mortgage Loan or REO Trust Mortgage Loan, as
the case may be.
"Nonrecoverable Servicing Advance" shall mean:
(1)
any Servicing Advance previously made or proposed to be made in
respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer, the Special Servicer, the
Trustee or a Fiscal Agent, which Servicing Advance such party has
determined, in its reasonable, good faith judgment, will not be
ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan (or, if such
Mortgage Loan is part of a Serviced Loan Combination, on or in
respect of such Loan Combination) or such Administered REO
Property, as the case may be; and
(2)
any Servicing Advance previously made or proposed to be made in
respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer,
-68-
the Trustee or a Fiscal Agent, that the Special Servicer has
determined, in accordance with the Servicing Standard, will not
be ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Serviced Mortgage Loan (or, if
such Mortgage Loan is part of a Serviced Loan Combination, on or
in respect of such Loan Combination) or such Administered REO
Property, as the case may be.
"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the Class X-CL, Class G, Class H, Class J, Class K, Class L,
Class M,
Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II
and Class
R-III Certificates, the Class JRP Certificates, the Class R-LR
Certificates (if
issued in accordance with Section 2.06) and the Class V
Certificates (if issued
in accordance with Section 2.05) are Non-Registered Certificates.
"Non-Trust Mortgage Loan" shall mean any mortgage loan that is part
of
a Loan Combination but is not included in the Trust Fund. The
Non-Trust Mortgage
Loans consist of the 1211 Avenue of the Americas Note A-2 Non Trust
Mortgage
Loan, the 1155 Avenue of the Americas Non-Trust Mortgage Loans, and
the Reckson
Portfolio I Non Trust Mortgage Loans.
"Non-Trust Mortgage Loan Noteholder" shall mean the holder of the
Mortgage Note for a Non-Trust Mortgage Loan.
"Non-Trust Mortgage Loan Securities" shall mean any securities
evidencing an interest in, or secured by, a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Agreement" shall mean any
agreement governing the securitization of a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Trust" shall mean any
commercial mortgage securitization trust that is similar to the
Trust and holds
a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Non-United States Securities Person" shall mean a Person that is
not
a United States Securities Person.
"Non-United States Tax Person" shall mean a Person that is not a
United States Tax Person.
"Offering Memorandum" shall mean the Offering Memorandum dated
September 22, 2006, relating to the Class X-CL, Class G, Class H,
Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T
Certificates
and the Class JRP Certificates.
"Officer's Certificate" shall mean a certificate signed by a
Servicing
Officer of the Master Servicer or the Special Servicer, as the case
may be, or
by a Responsible Officer of the Trustee or a Fiscal Agent, as the
case may be,
and shall mean with respect to any other Person, a certificate
-69-
signed by any of the Chairman of the Board, the Vice Chairman of
the Board, the
President, any Vice President or Managing Director, an Assistant
Vice President
or any other authorized officer (however denominated) or another
officer
customarily performing functions similar to those performed by any
of the above
designated officers or, with respect to a particular matter, any
other officer
to whom such matter is referred because of such officer's knowledge
of and
familiarity with the particular subject.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may,
without limitation, be salaried counsel for the Depositor, the
Master Servicer
or the Special Servicer, acceptable in form and delivered to the
Trustee or any
other specified Person, as the case may be, except that any opinion
of counsel
relating to (a) the qualification of any REMIC Pool as a REMIC, (b)
compliance
with the REMIC Provisions, (c) qualification of the Grantor Trust
(if created
hereunder taking into account Section 2.05(b)) as a grantor trust,
(d) whether
any act or event would cause an Adverse REMIC Event or Adverse
Grantor Trust
Event, as may be applicable, or (e) the resignation of the Master
Servicer or
the Special Servicer pursuant to this Agreement, must be a written
opinion of
Independent counsel acceptable to and delivered to the Trustee or
any other
specified Person, as the case may be.
"Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional
Amount thereof
as of the Closing Date, which shall equal $3,046,623,954, in the
case of the
Class X-CL Certificates, and $2,850,537,000, in the case of the
Class X-CP
Certificates.
"Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class
Principal Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Outside Administered REO Property" shall mean any REO Property
relating to an Outside Serviced Trust Mortgage Loan.
"Outside Master Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related
master
servicer under the related Outside Servicing Agreement.
"Outside Serviced Loan Combination" shall mean a Loan Combination
that
includes an Outside Serviced Trust Mortgage Loan and as to which
most material
servicing functions are being performed under an Outside Servicing
Agreement.
The Outside Serviced Loan Combinations consist of the Reckson
Portfolio I Loan
Combination and the 1155 Avenue of the Americas Loan Combination.
"Outside Serviced Mortgage Loan" shall mean any Outside Serviced
Trust
Mortgage Loan or Outside Serviced Non-Trust Mortgage Loan, as
applicable.
"Outside Serviced Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage Loan that is part of an Outside Serviced Loan Combination.
"Outside Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage
Loan that is subject to an Outside Servicing Agreement. The Outside
Serviced
Trust Mortgage Loans consist of the
-70-
Reckson Portfolio I Subordinate Tranche Trust Mortgage Loan and the
1155 Avenue
of the Americas Trust Mortgage Loan.
"Outside Servicer" shall mean, in the case of each Outside Serviced
Trust Mortgage Loan or related REO Property, the related Outside
Master Servicer
or Outside Special Servicer, as applicable.
"Outside Servicer Default" shall mean an "event of default" on the
part of an Outside Servicer under an Outside Servicing Agreement.
"Outside Servicing Agreement" shall mean a servicing agreement
(other
than a Sub-Servicing Agreement or an agreement whereby any Person
acts as agent,
sub-contractor or vendor on behalf of the Master Servicer, the
Special Servicer
or the Trustee) that governs most material servicing functions with
respect to
any Trust Mortgage Loan or related REO Property. The Outside
Servicing
Agreements consist of the Reckson Portfolio I Servicing Agreement
and the 1155
Avenue of the Americas Servicing Agreement.
"Outside Servicing Fee" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with
respect thereto, the monthly fee, comparable to the Master
Servicing Fee
hereunder and calculated at the related Outside Servicing Fee Rate,
that is
payable to the related Outside Master Servicer (or, if applicable,
to the
related Outside Master Servicer and a primary servicer in the
aggregate).
"Outside Servicing Fee Rate" shall mean, with respect to any
Outside
Serviced Outside Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto, the rate per annum at which the Outside
Servicing Fee is
being calculated. In the case of the Reckson Portfolio I
Subordinate Tranche
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto, the Outside Servicing Fee Rate is 0.01% per annum. In the
case of the
1155 Avenue of the Americas Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto, the Outside Servicing Fee Rate
is 0.0025%
per annum.
"Outside Special Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related
special
servicer under the related Outside Servicing Agreement.
"Outside Trustee" shall mean, with respect to any Outside Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), that is
included (or with respect to which a related Non-Trust Mortgage
Loan is
included) in any Non-Trust Mortgage Loan Securitization Trust, the
trustee under
the applicable Non-Trust Mortgage Loan Securitization Agreement.
"Ownership Interest" shall mean, as to any Certificate, any
ownership
or security interest in such Certificate as the Holder thereof and
any other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance" shall mean, as to any Trust Mortgage Loan or REO
Trust
Mortgage Loan, any advance made by the Master Servicer, the Trustee
or any
Fiscal Agent pursuant to Section 4.03.
-71-
"Pari Passu Mortgage Loan" shall mean each of: (a) the 1211 Avenue
of
the Americas Trust Mortgage Loan; (b) the 1211 Avenue of the
Americas Note A-2
Non-Trust Mortgage Loan; (c) the 1155 Avenue of the Americas Trust
Mortgage
Loan; (d) the 1155 Avenue of the Americas Note A-1 Non-Trust
Mortgage Loan; (e)
the 1155 Avenue of the Americas Note A-2 Non-Trust Mortgage Loan;
and (f) the
1155 Avenue of the Americas Note A-3 Non-Trust Mortgage Loan.
"Pari Passu Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage
Loan (or portion thereof) that is a Pari Passu Mortgage Loan.
"Park Square Building Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as Park
Square Building.
"Park Square Building Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is identified on the Trust Mortgage Loan
Schedule by mortgage
loan number 9, and is secured by a Mortgage on the Park Square
Building
Mortgaged Property.
"Pass-Through Rate" shall mean:
(a) with respect to the Class A-1 Certificates, for any Interest
Accrual Period, 5.23000% per annum;
(b) with respect to the Class A-2 Certificates, for any Interest
Accrual Period, 5.26200% per annum;
(c) with respect to the Class A-3 Certificates, for any Interest
Accrual Period, 5.33700% per annum;
(d) with respect to the Class A-AB Certificates, for any Interest
Accrual Period, 5.34100% per annum;
(e) with respect to the Class A-4 Certificates, for any Interest
Accrual Period, 5.37200% per annum;
(f) with respect to the Class A-1A Certificates, for any Interest
Accrual Period, 5.34200% per annum;
(g) with respect to the Class A-M Certificates, for any Interest
Accrual Period, 5.41300% per annum;
(h) with respect to the Class A-J Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
5.45200% per annum;
(i) with respect to the Class B Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.47200%
per annum;
-72-
(j) with respect to the Class C Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.48200%
per annum;
(k) with respect to the Class D Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.50200%
per annum;
(l) with respect to the Class E Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.54100%
per annum;
(m) with respect to the Class F Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.57000%
per annum;
(n) with respect to the Class G Certificates, for any Interest
Accrual
Period, an annual rate equal to the lesser of (i) the Weighted
Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii)
5.63900%
per annum;
(o) with respect to the Class H Certificates, for any Interest
Accrual
Period, an annual rate equal to (i) the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period, minus (ii) 0.37%;
(p) with respect to the Class J Certificates, for any Interest
Accrual
Period, an annual rate equal to (i) the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period, minus (ii) 0.24%;
(q) with respect to the Class K Certificates, for any Interest
Accrual
Period, an annual rate equal to the Weighted Average REMIC I
Remittance
Rate for such Interest Accrual Period;
(r) with respect to the Class L, Class M, Class N, Class P, Class
Q,
Class S and Class T Certificates, for any Interest Accrual Period,
5.09900%
per annum;
(s) with respect to each Class of Class JRP Certificates, for any
Interest Accrual Period, an annual rate equal to the weighted
average,
expressed as a percentage and rounded to six decimal places, of the
respective REMIC I Remittance Rates in effect for the STML Group B
REMIC I
Regular Interests for such Interest Accrual Period, weighted on the
basis
of the respective Uncertificated Principal Balances of such REMIC I
Regular
Interests outstanding immediately prior to the related Distribution
Date;
(t) with respect to any Class X-CL REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such Class
X-CL REMIC III Component has a Corresponding Class X-CP REMIC III
Component, and if such Interest Accrual Period relates to, or
otherwise
ends prior to, the Class X-CP Termination Date for such
Corresponding Class
X-CP REMIC III Component, the excess, if any, of (A) the REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period,
over (B) the greater of (1) the Adjusted REMIC II Remittance
-73-
Rate with respect to such Class X-CL REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period and (2)
the
Reference Rate for such Interest Accrual Period; or (ii) in all
other
cases, the excess, if any, of (X) the REMIC II Remittance Rate with
respect
to such Class X-CL REMIC III Component's Corresponding REMIC II
Regular
Interest for such Interest Accrual Period, over (Y) the Adjusted
REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period;
(u) with respect to the Class X-CL Certificates, for any Interest
Accrual Period, an annual rate equal to the weighted average
(expressed as
a percentage and rounded to six decimal places) of the respective
Pass-Through Rates applicable to the Class X-CL REMIC III
Components for
such Interest Accrual Period, weighted on the basis of the
respective
Component Notional Amounts of the Class X-CL REMIC III Components
outstanding immediately prior to the related Distribution Date;
(v) with respect to any Class X-CP REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such
Interest Accrual Period relates to, or otherwise ends prior to, the
Class
X-CP Termination Date for such Class X-CP REMIC III Component, the
excess,
if any, of (A) the lesser of (1) the REMIC II Remittance Rate with
respect
to such Class X-CP REMIC III Component's Corresponding REMIC II
Regular
Interest for such Interest Accrual Period and (2) the Reference
Rate for
such Interest Accrual Period, over (B) the Adjusted REMIC II
Remittance
Rate with respect to such Class X-CP REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period; or (ii)
if such
Interest Accrual Period relates to a Distribution Date subsequent
to the
Class X-CP Termination Date for such Class X-CP REMIC III
Component, 0% per
annum; and
(w) with respect to the Class X-CP Certificates, for any Interest
Accrual Period, an annual rate equal to the weighted average
(expressed as
a percentage and rounded to six decimal places) of the respective
Pass-Through Rates applicable to the Class X-CP REMIC III
Components for
such Interest Accrual Period, weighted on the basis of the
respective
Component Notional Amounts of the Class X-CP REMIC III Components
outstanding immediately prior to the related Distribution Date;
provided
that, for reporting purposes, the Pass-Through Rate of the Class
X-CP
Certificates for each Interest Accrual Period shall be calculated
in
accordance with the Prospectus Supplement.
"PCAOB" shall mean the Public Company Accounting Oversight Board.
"Percentage Interest" shall mean: (a) with respect to any Regular
Interest 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 Class Notional Amount, as the case may be, of the relevant
Class; and
(b) with respect to any other Certificate, the percentage interest
in
distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performing Serviced Mortgage Loan" shall mean any Corrected
Mortgage
Loan and any Serviced Mortgage Loan as to which a Servicing
Transfer Event has
never occurred.
-74-
"Performing Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage Loan that is a Performing Serviced Mortgage Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto in
paragraph (viii) of Schedule II.
"Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of
the Trustee
(in its individual capacity) 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 that 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 obligations with respect to any security described
in clause (i) of this definition (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 category of each
Rating Agency (or, in the case of any Rating Agency, such lower
rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or any class of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by
such Rating Agency, as evidenced in writing by such Rating
Agency). In addition, any such item 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;
(iii)
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
category of each Rating Agency (or, in the case of any Rating
Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates or any
class of Specially Designated Non-Trust Mortgage Loan
Securities that is rated by such Rating Agency, as evidenced in
writing by such Rating Agency). In addition, any such item 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;
-75-
(iv)
commercial paper (having original maturities of not more than
90 days) of any corporation incorporated under the laws of the
United States or any state thereof (or if not so incorporated,
the commercial paper is United States Dollar denominated and
amounts payable thereunder are not subject to any withholding
imposed by any non-United States jurisdiction) which is rated
in the highest rating category of each Rating Agency (or, in
the case of any Rating Agency, such lower rating as will not
result in an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating Agency,
as evidenced in writing by such Rating Agency). In addition,
such 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)
units of money market funds rated in the highest applicable
rating category of each Rating Agency (or, in the case of any
Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Certificates
or any class of Specially Designated Non-Trust Mortgage Loan
Securities that is rated by such Rating Agency, as evidenced in
writing by such Rating Agency) and which seeks to maintain a
constant net asset value; and
(vi)
any other obligation or security that (A) is acceptable to each
Rating Agency, evidence of which acceptability shall (1) in the
case of any Rating Agency, be evidenced in a writing by such
Rating Agency to the effect that such obligation or security
will not result in an Adverse Rating Event with respect to any
Class of Certificates or any class of Specially Designated
Non-Trust Mortgage Loan Securities that is rated by such Rating
Agency, or (2) otherwise be evidenced in a writing by each
Rating Agency to the Master Servicer, the Special Servicer and
the Trustee, (B) is rated in the highest applicable rating
category by each Rating Agency and (C) constitutes a "cash flow
investment" (within the meaning of the REMIC Provisions), as
evidenced by an Opinion of Counsel obtained at the expense of
the Person that wishes to include such obligation or security
as a Permitted Investment;
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; (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; and
(3) no
investment described hereunder may have a "r" highlighter or other
comparable
qualifier attached to its rating; and provided, further, that, with
respect to
any investment of funds allocable to a Specially Designated
Securitized
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto,
if any of the related Specially Designated Non-Trust Mortgage Loan
Securities
are rated by Fitch, then the term "Rating Agency" as used in this
definition
shall be deemed to include Fitch.
-76-
"Permitted Purchase" shall mean:
(i) the repurchase of a Lehman Trust Mortgage Loan or any related
REO
Property by the Depositor, pursuant to Section 2.03;
(ii) the repurchase of a UBS Trust Mortgage Loan or any related REO
Property by or on behalf of the UBS Mortgage Loan Seller, pursuant
to the
UBS/Depositor Mortgage Loan Purchase Agreement;
(iii) the purchase of a Specially Serviced Trust Mortgage Loan by a
Purchase Option Holder or its assignee, pursuant to Section 3.18;
(iv) the purchase of a Trust Mortgage Loan or REO Property by the
Special Servicer, a Controlling Class Certificateholder, the Master
Servicer, the Depositor or Lehman Brothers, pursuant to Section
9.01;
(v) the purchase of a Mortgage Loan by the holder of a related
mezzanine loan in connection with a default under such Mortgage
Loan, as
set forth in the related intercreditor agreement;
(vi) in the case of a Combination Trust Mortgage Loan, the purchase
of
such Mortgage Loan by a related Non-Trust Mortgage Loan Noteholder
or its
designee, pursuant to the related Co-Lender Agreement; or
(vii) in the case of a Split Trust Mortgage Loan, the purchase of
such
Mortgage Loan by the Class JRP Representative pursuant to Section
3.27.
"Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization,
(b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of
Counsel,
obtained at the request of the Trustee at the expense of such
Person or the
Person seeking to Transfer a Residual Interest Certificate,
supporting such
determination), the Transfer of a Residual Interest Certificate may
cause any
REMIC Pool to fail to qualify as a REMIC at any time that any
Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a
Disqualified
Partnership, or (e) 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" shall mean 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" shall have the meaning assigned thereto in Section 5.02(c).
"Plurality Residual Interest Certificateholder" shall mean, as to
any
taxable year of any REMIC Pool, the Holder of Certificates
evidencing the
largest Percentage Interest in the related Class of Residual
Interest
Certificates.
"Pool-Based Certificate" shall mean any Certificate that is not a
Class JRP Certificate.
-77-
"Pool Custodial Account" shall mean the segregated account or
accounts
created and maintained by the Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, on behalf
of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through
Certificates, Series
2006-C6, Pool Custodial Account".
"Pool REO Account" shall mean the 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 "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial
Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through
Certificates, Series
2006-C6, Pool REO Account".
"Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if
any, on the
Certificates for federal income tax purposes, the assumption that
no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed
that each
ARD Mortgage Loan is repaid on its Anticipated Repayment Date.
"Prepayment Consideration" shall mean any Prepayment Premium, Yield
Maintenance Charge and/or Excess Defeasance Deposit Proceeds.
"Prepayment Consideration Entitlement" shall mean:
(i)
with respect to (A) any Distribution Date on which any Net
Prepayment Consideration Received by the Trust on any Group 1
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto) is distributable and (B) any Class of YM
Principal Balance Certificates that is entitled to distributions
of principal with respect to Loan Group No. 1 on such
Distribution Date, for purposes of determining the portion of
such Net Prepayment Consideration distributable with respect to
such Class of YM Principal Balance Certificates, an amount equal
to the product of (x) the amount of such Net Prepayment
Consideration (exclusive of any portion thereof that represents
Class JRP Net Prepayment Consideration), multiplied by (y) a
fraction (not greater than 1.0 or less than 0.0), the numerator
of which is equal to the excess, if any, of the Pass-Through Rate
for such Class of YM Principal Balance Certificates for the
related Interest Accrual Period over the relevant Discount Rate,
and the denominator of which is equal to the excess, if any, of
the Mortgage Rate for such Trust Mortgage Loan (or REO Trust
Mortgage Loan, as the case may be) over the relevant Discount
Rate, and further multiplied by (z) a fraction, the numerator of
which is equal to the amount of principal to be distributed on
such Class of YM Principal Balance Certificates on such
Distribution Date pursuant to Section 4.01 with respect to Loan
Group No. 1, and the denominator of which is equal to the
portion, if any, of the Adjusted Net Principal Distribution
Amount for such Distribution Date that is attributable to Loan
Group No. 1; and
(ii) with respect to (A) any Distribution Date on which any Net
Prepayment Consideration Received by the Trust on any Group 2
Trust Mortgage Loan (or
-78-
any successor REO Trust Mortgage Loan with respect thereto) is
distributable and (B) any Class of YM Principal Balance
Certificates that is entitled to distributions of principal with
respect to Loan Group No. 2 on such Distribution Date, for
purposes of determining the portion of such Net Prepayment
Consideration distributable with respect to such Class of YM
Principal Balance Certificates, an amount equal to the product of
(x) the amount of such Net Prepayment Consideration (exclusive of
any portion thereof that represents Class JRP Net Prepayment
Consideration), multiplied by (y) a fraction (not greater than
1.0 or less than 0.0), the numerator of which is equal to the
excess, if any, of the Pass-Through Rate for such Class of YM
Principal Balance Certificates for the related Interest Accrual
Period over the relevant Discount Rate, and the denominator of
which is equal to the excess, if any, of the Mortgage Rate for
such Trust Mortgage Loan (or REO Trust Mortgage Loan, as the case
may be) over the relevant Discount Rate, and further multiplied
by (z) a fraction, the numerator of which is equal to the amount
of principal to be distributed on such Class of YM Principal
Balance Certificates on such Distribution Date pursuant to
Section 4.01 with respect to Loan Group No. 2, and the
denominator of which is equal to the portion, if any, of the
Adjusted Net Principal Distribution Amount for such Distribution
Date that is attributable to Loan Group No. 2.
For purposes of the foregoing, to the extent that distributions of
principal on any Class of YM Principal Balance Certificates on any
Distribution
Date could be made from principal amounts allocable to either Loan
Group, the
Trustee shall assume that those distributions of principal on that
Class of YM
Principal Balance Certificates on that Distribution Date are made
from principal
amounts allocable to each Loan Group, on a pro rata basis in
accordance with the
respective principal amounts allocable to each Loan Group that were
available
for distributions of principal on that Class. In connection
therewith, (i)
distributions of principal made with respect to the Class A-1A
Certificates,
pursuant to subclause (i) of clause second of Section 4.01(a), on
any
Distribution Date prior to both the Senior Class A Principal
Distribution
Cross-Over Date and the Final Distribution Date, shall be deemed
made solely
from principal amounts allocable to Loan Group No. 2, and (ii) all
other
distributions of principal made with respect to any Class of
Principal Balance
Certificates (exclusive of the Class JRP Certificates), pursuant to
Section
4.01(a) or 4.01(b), on any Distribution Date, shall be deemed made
from
principal amounts allocable to both Loan Groups (net of any
principal amounts
allocable to Loan Group No. 2 that may have been applied on such
Distribution
Date as contemplated by clause (i) of this sentence).
"Prepayment Interest Excess" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment
in full or in
part made (or, if resulting from the application of Insurance
Proceeds or
Condemnation Proceeds, any other early recovery of principal
received) after its
Due Date in any applicable Collection Period, any payment of
interest (net of
related Master Servicing Fees) actually collected from the related
Mortgagor or
otherwise and intended to cover interest accrued on such Principal
Prepayment
during the period from and after such Due Date (exclusive, however,
of any
related Prepayment Consideration that may have been collected and,
in the case
of an ARD Mortgage Loan after its Anticipated Repayment Date,
further exclusive
of any Additional Interest); and (b) with respect to any Outside
Serviced Trust
Mortgage Loan that was subject to a Principal Prepayment in full or
in part made
(or, if resulting from the application of Insurance Proceeds or
Condemnation
Proceeds, any other early recovery of principal received) after its
Due Date
-79-
in any applicable Underlying Collection Period, any payment of
interest (net of
related Master Servicing Fees and Outside Servicing Fees) actually
collected
from the related Mortgagor or otherwise and intended to cover
interest accrued
on such Principal Prepayment during the period from and after such
Due Date
(exclusive, however, of any related Prepayment Consideration that
may have been
collected).
"Prepayment Interest Shortfall" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment
in full or in
part made (or, if resulting from the application of Insurance
Proceeds or
Condemnation Proceeds, any other early recovery of principal
received) prior to
its Due Date in any applicable Collection Period, the amount of
interest, to the
extent not collected from the related Mortgagor or otherwise
(without regard to
any Prepayment Consideration that may have been collected), that
would have
accrued at a rate per annum equal to the related Mortgage Rate
(reduced, in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date,
by the
related Additional Interest Rate) on the amount of such Principal
Prepayment
during the period from the date to which interest was paid by the
related
Mortgagor to, but not including, such Due Date (exclusive of any
related Master
Servicing Fees that would have been payable out of such uncollected
interest);
and (b) with respect to any Outside Serviced Trust Mortgage Loan
that was
subject to a Principal Prepayment in full or in part made (or, if
resulting from
the application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) prior to its Due Date in any
applicable
Underlying Collection Period, the amount of interest, to the extent
not
collected from the related Mortgagor or otherwise (without regard
to any
Prepayment Consideration that may have been collected), that would
have accrued
at a rate per annum equal to the related Mortgage Rate on the
amount of such
Principal Prepayment during the period from the date to which
interest was paid
by the related Mortgagor to, but not including, such Due Date
(exclusive of any
related Master Servicing Fees and Outside Servicing Fees that would
have been
payable out of such uncollected interest).
"Prepayment Premium" shall mean any premium, penalty or fee (other
than a Yield Maintenance Charge or any Excess Defeasance Deposit
Proceeds) paid
or payable, as the context requires, as a result of a Principal
Prepayment on,
or other early collection of principal of, a Mortgage Loan.
"Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that
are primarily
responsible for such party's servicing obligations hereunder. As of
the Closing
Date, the Primary Servicing Office of the Master Servicer is
located at 8739
Research Drive, URP4, Charlotte, North Carolina 28262-1075, and the
Primary
Servicing Office of the Special Servicer is located at 1601
Washington Avenue,
Suite 700, Miami Beach, Florida 33139.
"Prime Rate" shall mean 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 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 Trustee shall select a comparable interest rate index. In
either case,
such selection shall be made by the Trustee in its sole discretion
and the
Trustee shall notify any Fiscal Agent, the Master Servicer, the
Special Servicer
and each Serviced Non-Trust Mortgage Loan Noteholder in writing of
its
selection.
"Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than an Interest-Only Certificate).
-80-
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without
duplication) of the
following:
(a) the aggregate of all payments of principal (other than
Principal
Prepayments) Received by the Trust with respect to the Trust
Mortgage Loans
during the related Collection Period, in each case exclusive of any
portion
of the particular payment that represents a Late Collection of
principal
for which a P&I Advance was previously made under this
Agreement for a
prior Distribution Date or that represents the principal portion of
a
Monthly Payment due on or before the Cut-off Date or on a Due Date
subsequent to the related Collection Period;
(b) the aggregate of the principal portions of all Monthly Payments
due in respect of the Trust Mortgage Loans for their respective Due
Dates
occurring during the related Collection Period, that were Received
by the
Trust prior to the related Collection Period;
(c) the aggregate of all Principal Prepayments Received by the
Trust
on the Trust Mortgage Loans during the related Collection Period;
(d) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds
and Insurance Proceeds Received by the Trust with respect to any
Trust
Mortgage Loans during the related Collection Period that were
identified
and applied by the Master Servicer as recoveries of principal of
such Trust
Mortgage Loans, in each case exclusive of any portion of such
proceeds that
represents a Late Collection of principal due on or before the
Cut-off Date
or for which a P&I Advance was previously made under this
Agreement for a
prior Distribution Date;
(e) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds,
Insurance Proceeds and REO Revenues Received by the Trust with
respect to
any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of
principal of
the related REO Trust Mortgage Loans, in each case exclusive of any
portion
of such proceeds and/or revenues that represents a Late Collection
of
principal due on or before the Cut-off Date or for which a P&I
Advance was
previously made under this Agreement for a prior Distribution Date;
and
(f) the aggregate of the principal portions of all P&I Advances
made
under this Agreement with respect to the Trust Mortgage Loans and
any REO
Trust Mortgage Loans for such Distribution Date;
provided that none of the amounts set forth in clauses (a) through
(f) of this
definition shall represent amounts received, due or advanced on or
in respect of
any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Principal Prepayment" shall mean any voluntary payment of
principal
made by or on behalf of the Mortgagor on a Mortgage Loan that is
received in
advance of its scheduled Due Date, that is Received by the Trust
and that is not
accompanied by an amount of interest (without regard to any
Prepayment
Consideration that may have been collected) representing scheduled
interest due
on any date or dates in any month or months subsequent to the month
of
prepayment.
-81-
"Prohibited Transaction Exemption" shall mean Prohibited
Transaction
Exemption 91-14 granted to a predecessor of Lehman Brothers by the
United States
Department of Labor, as such Prohibited Transaction Exemption may
be amended
from time to time.
"Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a)(iii).
"Prospectus" shall mean the prospectus dated September 15, 2006, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement" shall mean the prospectus supplement dated
September 22, 2006, relating to the Registered Certificates.
"PTCE" shall mean prohibited transaction class exemption.
"PTE" shall mean prohibited transaction exemption.
"Purchase Option Holders" shall have the meaning assigned thereto
in
Section 3.18(b).
"Purchase Price" shall mean, with respect to any Trust Mortgage
Loan
(or REO Property or, in the case of any REO Property that relates
to a Loan
Combination, the Trust's interest therein), a cash price equal to
the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage
Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan)
as of the date
of purchase, (b) all accrued and unpaid interest on such Trust
Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage
Loan) to,
but not including, the Due Date in the applicable Collection Period
of purchase
(exclusive, however, of any portion of such accrued but unpaid
interest that
represents Default Interest or, if applicable, Additional Interest
or Outside
Servicing Fees), (c) all related unreimbursed Servicing Advances
with respect to
such Trust Mortgage Loan (or REO Property), if any, together with
the amount of
any Servicing Advance (and accrued interest thereon in accordance
with Section
3.11(g)) with respect to such Trust Mortgage Loan (or REO Property)
that has
been previously reimbursed as a Nonrecoverable Advance out of
general
collections of principal on the Mortgage Pool (but only to the
extent such
amounts have not been reimbursed to the Trust), (d) all accrued and
unpaid
interest, if any, in respect of related Advances in accordance
with, as
applicable, Section 3.11(g) and/or Section 4.03(d), and (e) in the
case of a
repurchase by the Depositor pursuant to Section 2.03 or by the UBS
Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (i) to
the extent not otherwise included in the amount described in clause
(d) of this
definition, any unpaid Special Servicing Fees and other Additional
Trust Fund
Expenses with respect to such Trust Mortgage Loan (or REO
Property), including
any Liquidation Fee that may be payable because the subject
repurchase occurred
subsequent to the expiration of the Seller/Depositor Resolution
Period for the
Material Document Defect or Material Breach, as applicable, that
gave rise to
the repurchase, and (ii) to the extent not otherwise included in
the amount
described in clause (c) of this definition, any costs and expenses
incurred by
the Master Servicer, the Special Servicer or the Trustee (on behalf
of the
Trust) in enforcing the obligation of such Person to purchase such
Trust
Mortgage Loan (or such REO Property or an interest therein);
provided that, in
the case of a Trust Mortgage Loan that is part of a Loan
Combination, the
Purchase Price calculated above may be reduced (subject to the
provisions of the
related Co-Lender Agreement) by any related unpaid Master Servicing
Fees,
unreimbursed Advances and/or, to the extent included therein
pursuant to clause
(d) above, unpaid interest on Advances which, following the subject
purchase,
will continue to be payable or reimbursable under the related
Co-Lender
Agreement and/or any successor servicing agreement to the Master
Servicer and/or
the Special Servicer
-82-
in respect of such Trust Mortgage Loan (which amounts shall no
longer be payable
hereunder); and provided, further, that, in the case of an REO
Property that
relates to a Serviced Loan Combination, for purposes of Section
3.18, Section
6.11 and Section 6.12, the Purchase Price for such REO Property
shall instead
equal the aggregate of the amounts described in clauses (a), (b),
(c) and (d)
above with respect to all of the REO Mortgage Loans comprising such
Loan
Combination.
"Qualified Bidder" shall have the meaning assigned thereto in
Section
7.01(c).
"Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act.
"Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in
the relevant
jurisdiction.
"Qualified Mortgage" shall have the meaning assigned thereto in
Section 2.03(a).
"Rated Final Distribution Date" shall mean the Distribution Date in
September 2039.
"Rating Agency" shall mean each of S&P and Moody's.
"Realized Loss" shall mean:
(1) with respect to each Trust Mortgage Loan and Serviced Non-Trust
Mortgage Loan as to which a Final Recovery Determination has been
made, or
with respect to any REO Mortgage Loan as to which a Final Recovery
Determination has been made as to the related REO Property, or with
respect
to any Trust Mortgage Loan that was the subject of a Permitted
Purchase for
less than the applicable Purchase Price, an amount (not less than
zero)
equal to the excess, if any, of (a) the sum of (i) the unpaid
principal
balance of such Mortgage Loan or REO Mortgage Loan, as the case may
be, as
of the commencement of the applicable Collection Period in which
the Final
Recovery Determination or purchase, as the case may be, was made,
plus (ii)
without taking into account the amount described in subclause
(1)(b) of
this definition, all accrued but unpaid interest on such Mortgage
Loan or
such REO Mortgage Loan, as the case may be, to but not including
the Due
Date in the applicable Collection Period in which the Final
Recovery
Determination or purchase, as the case may be, was made (exclusive,
however, of any portion of such accrued but unpaid interest that
represents
Default Interest or, in the case of an ARD Mortgage Loan or any
successor
REO Trust Mortgage Loan with respect thereto after its Anticipated
Repayment Date, Additional Interest), over (b) all payments and
proceeds,
if any, received in respect of such Mortgage Loan or, to the extent
allocable to such REO Mortgage Loan, the related REO Property, as
the case
may be, during the applicable Collection Period in which such Final
Recovery Determination or purchase, as the case may be, was made,
insofar
as such payments and proceeds are allocable to interest (other than
Default
Interest and Additional Interest) on or principal of such Mortgage
Loan or
REO Mortgage Loan; provided that, in the case of any Outside
Serviced Trust
Mortgage Loan or any related REO Trust Mortgage Loan that was the
subject
of a Final Recovery Determination or a Permitted Purchase under the
related
Outside Servicing Agreement and/or the related Co-Lender Agreement,
references to "Collection Period" in this clause (1) shall mean the
related
Underlying Collection Period;
-83-
(2) with respect to each Trust Mortgage Loan and Serviced Non-Trust
Mortgage Loan as to which any portion of the principal or
previously
accrued interest payable thereunder was canceled in connection with
a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, extension, waiver or amendment of such Mortgage Loan
granted
or agreed to by the Special Servicer pursuant to Section 3.20 (or,
in the
case of an Outside Serviced Trust Mortgage Loan, by the applicable
Outside
Servicer pursuant to the related Outside Servicing Agreement), the
amount
of such principal and/or interest (other than Default Interest and,
in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date,
Additional Interest) so canceled;
(3) with respect to each Trust Mortgage Loan and Serviced Non-Trust
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,
extension, waiver or amendment of such Mortgage Loan granted or
agreed to
by the Special Servicer pursuant to Section 3.20 (or, in the case
of an
Outside Serviced Trust Mortgage Loan, by the applicable Outside
Servicer
pursuant to the related Outside Servicing Agreement), the amount of
the
consequent reduction in the interest portion of each successive
Monthly
Payment due thereon (each such Realized Loss shall be deemed to
have been
incurred on the Due Date for each affected Monthly Payment); and
(4) with respect to any Trust Mortgage Loan or REO Trust Mortgage
Loan, to the extent not otherwise taken into account as part of a
Realized
Loss determined pursuant to any of clauses (1), (2) and (3) of this
definition, the amount of any related Advance that is reimbursed as
a
Nonrecoverable Advance out of general collections on the Mortgage
Pool (net
of any Recovered Amount in connection with the item for which such
Nonrecoverable Advance was made).
"Received by the Trust" shall mean: (a) in the case of an Outside
Serviced Trust Mortgage Loan or any related REO Property, received
by the
Trustee (or the Master Servicer on behalf of the Trustee), as
holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, on
behalf of the
Trust; and (b) in the case of any other Trust Mortgage Loan or REO
Property,
received by the Master Servicer or any of its Sub-Servicers, the
Special
Servicer or any of its Sub-Servicers or the Trustee, as the case
may be, in any
event on behalf of the Trust.
"Reckson Loan REMIC" shall mean the Loan REMIC with respect to the
Reckson Portfolio I Subordinate Tranche Trust Mortgage Loan created
pursuant to
the Reckson Portfolio I Loan REMIC Declaration.
"Reckson Loan REMIC Declaration" shall mean the written REMIC
declaration made August 25, 2006 by the UBS Mortgage Loan Seller
with respect to
the Reckson Portfolio I Subordinate Tranche Trust Mortgage Loan and
certain
related assets.
"Reckson Portfolio I Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"Reckson Portfolio I Collection Period" shall mean, with respect to
any Distribution Date or Trust Master Servicer Remittance Date, the
period
commencing on the day immediately following the Reckson Portfolio I
Determination Date in the calendar month preceding the month in
which such
-84-
Distribution Date or Trust Master Servicer Remittance Date, as the
case may be,
occurs (or, in the case of each of the initial Distribution Date or
the initial
Trust Master Servicer Remittance Date, as the case may be,
commencing
immediately following the Cut-off Date) and ending on and including
the Reckson
Portfolio I Determination Date in the calendar month in which such
Distribution
Date or Trust Master Servicer Remittance Date, as the case may be,
occurs.
"Reckson Portfolio I Controlling Party" shall mean the Loan
Combination Controlling Party with respect to the Reckson Portfolio
I Loan
Combination.
"Reckson Portfolio I Determination Date" shall mean, the "Loan
Combination Master Servicer Remittance Date" under the Reckson
Portfolio I
Servicing Agreement with repect to the Reckson Portfolio I Loan
Combination.
"Reckson Portfolio I Directing Lender" shall mean the Loan
Combination
Directing Lender with respect to the Reckson Portfolio I Loan
Combination.
"Reckson Portfolio I Loan Combination" shall have the meaning
assigned
thereto in the Preliminary Statement.
"Reckson Portfolio I Master Servicer" shall mean the master
servicer
under the Reckson Portfolio I Servicing Agreement.
"Reckson Portfolio I Mortgage Loan" shall mean the Reckson
Portfolio I
Subordinate Tranche Trust Mortgage Loan or any Reckson Portfolio I
Non-Trust
Mortgage Loan, as applicable.
"Reckson Portfolio I Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"Reckson Portfolio I Non-Trust Mortgage Loan Noteholder" shall mean
the holder (or, if applicable, the collective holders) of the
Mortgage Note for
a Reckson Portfolio I Non-Trust Mortgage Loan.
"Reckson Portfolio I Non-Trust Mortgage Loans" shall have the
meaning
assigned thereto in the Preliminary Statement.
