EXHIBIT 4.1
================================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
Master Servicer
LNR PARTNERS, INC.,
Special Servicer
and
WELLS FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
$3,429,773,366
Commercial Mortgage Pass-Through Certificates
Series 2006-C5
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined
Terms..................................................
Section 1.02 General
Interpretive Principles................................
Section 1.03 Certain
Calculations in Respect of the Mortgage Loans..........
Section 1.04 Crossed Trust
Mortgage Loans...................................
Section 1.05 Certain
Adjustments to the Principal Distributions on the
Certificates..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Original Trust
Mortgage Loans....................
Section 2.02 Acceptance by
Trustee..........................................
Section 2.03 Representations,
Warranties and Covenants of the Depositor;
Repurchase and Substitution of Trust Mortgage Loans by the
Mortgage Loan Sellers for Defects in Mortgage Files and
Breaches of Representations and Warranties....................
Section 2.04 Issuance of
Uncertificated REMIC I Interests; Execution of
Certificates..................................................
Section 2.05 Acceptance of
Grantor Trusts; Issuance of the Class V and
Class A-MFL Certificates......................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer
to Act as Master Servicer; Special Servicer to
Act as Special Servicer; Administration of the Mortgage Loans.
Section 3.02 Collection of
Mortgage Loan Payments...........................
Section 3.03 Collection of
Taxes, Assessments and Similar Items; Servicing
Accounts......................................................
Section 3.04 The Collection
Accounts, Distribution Account, Excess Interest
Distribution Account, Excess Liquidation Proceeds Account,
Mortgage Loan Combination Custodial Accounts, and Floating
Rate
Account..................................................
Section 3.05 Permitted
Withdrawals from the Collection Account, the
Distribution Account and the Floating Rate Account............
Section 3.06 Investment of
Funds in the Collection Account, Mortgage Loan
Combination Custodial Accounts, Servicing Accounts, Cash
Collateral Accounts, Lock-Box Accounts, Interest Reserve
Account, Floating Rate Account, REMIC I Distribution
Account, REMIC II Distribution Account, Excess Liquidation
Proceeds Account, Excess Interest Distribution Account and
the REO Account...............................................
Section 3.07 Maintenance of
Insurance Policies; Errors and Omissions and
Fidelity Coverage.............................................
Section 3.08 Enforcement of
Due-on-Sale and Due-on-Encumbrance Clauses;
Assumption Agreements; Defeasance Provisions; Other
Provisions....................................................
Section 3.09 Realization Upon
Defaulted Mortgage Loans......................
Section 3.10 Trustee to
Cooperate; Release of Mortgage Files................
Section 3.11 Servicing
Compensation.........................................
Section 3.12 Reports to the
Trustee.........................................
Section 3.13
[Reserved].....................................................
Section 3.14
[Reserved].....................................................
Section 3.15 Access to
Certain Information..................................
Section 3.16 Title to REO
Property; REO Account.............................
Section 3.17 Management of
REO Property.....................................
Section 3.18 Fair Value
Purchase Option; Sale of REO Properties.............
Section 3.19 Additional
Obligations of the Master Servicer and Special
Servicer; Inspections; Appraisals.............................
Section 3.20 Modifications,
Waivers, Amendments and Consents................
Section 3.21 Transfer of
Servicing Between Master Servicer and Special
Servicer; Record Keeping; Series 2006-C5 Directing
Certificateholder.............................................
Section 3.22 Sub-Servicing
Agreements.......................................
Section 3.23 Representations,
Warranties and Covenants of the Master
Servicer......................................................
Section 3.24 Representations,
Warranties and Covenants of the Special
Servicer......................................................
Section 3.25 Limitation on
Liability of the Series 2006-C5 Directing
Certificateholder.............................................
Section 3.26
[Reserved].....................................................
Section 3.27 Lock-Box
Accounts, Cash Collateral Accounts and Servicing
Accounts......................................................
Section 3.28 Interest Reserve
Account.......................................
Section 3.29 Limitations on
and Authorizations of the Master Servicer and
Special Servicer with Respect to Certain Mortgage Loans and
Certain Litigation............................................
Section 3.30 Master Servicer
and Special Servicer May Own Certificates......
Section 3.31 Certain Matters
with Respect to the 280 Park Avenue Mortgage
Loan..........................................................
Section 3.32 Swap
Agreement.................................................
Section 3.33 Litigation
Control.............................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions..................................................
Section 4.02 Statements to
Certificateholders; Certain Other Reports........
Section 4.03 P&I
Advances...................................................
Section 4.04 Allocation of
Realized Losses and Additional Trust Fund
Expenses......................................................
Section 4.05
Calculations...................................................
Section 4.06 Grantor Trust
Reporting........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02 Registration of
Transfer and Exchange of Certificates..........
Section 5.03
Book-Entry
Certificates........................................
Section 5.04 Mutilated,
Destroyed, Lost or Stolen Certificates..............
Section 5.05 Persons Deemed
Owners..........................................
Section 5.06 Certification by
Certificateholders and Certificate Owners.....
Section 5.07 Appointment of
Paying Agent....................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the
Depositor, the Master Servicer and the
Special Servicer..............................................
Section 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicer or the Special Servicer.......................
Section 6.03 Limitation on
Liability of the Trustee, the Depositor, the
Master Servicer, the Special Servicer and Others..............
Section 6.04 Master Servicer
and Special Servicer Not to Resign.............
Section 6.05 Rights of the
Depositor in Respect of the Master Servicer and
the Special Servicer..........................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default; Master Servicer and Special Servicer
Termination...................................................
Section 7.02 Trustee to Act;
Appointment of Successor.......................
Section 7.03 Notification to
Certificateholders.............................
Section 7.04 Waiver of Events
of Default....................................
Section 7.05 Trustee
Advances...............................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee..............................................
Section 8.02 Certain Matters
Affecting the Trustee..........................
Section 8.03 Trustee Not
Liable for Validity or Sufficiency of Certificates
or Trust Mortgage Loans.......................................
Section 8.04 Trustee May Own
Certificates...................................
Section 8.05 Fees and
Expenses of Trustee; Indemnification of and by Trustee
Section 8.06 Eligibility
Requirements for Trustee...........................
Section 8.07 Resignation and
Removal of the Trustee.........................
Section 8.08 Successor
Trustee..............................................
Section 8.09 Merger or
Consolidation of Trustee.............................
Section 8.10 Appointment of
Co-Trustee or Separate Trustee..................
Section 8.11
Access to
Certain Information..................................
Section 8.12 Appointment of
Custodians......................................
Section 8.13 Representations,
Warranties and Covenants of the Trustee.......
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon
Repurchase or Liquidation of All Trust
Mortgage Loans................................................
Section 9.02 Additional
Termination Requirements............................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01 Tax
Administration.............................................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness..........................
Section 11.02
Reserved.......................................................
Section 11.03 Information to be
Provided by the Master Servicer, the Special
Servicer, the Trustee and the Servicing Function Participant..
Section 11.04
Reserved.......................................................
Section 11.05 Filing
Obligations.............................................
Section 11.06 Form 10-D
Filings..............................................
Section 11.07 Form 10-K
Filings..............................................
Section 11.08 Sarbanes-Oxley
Certification...................................
Section 11.09 Form 8-K
Filings...............................................
Section 11.10 Form 15 Filing;
Incomplete Exchange Act Filings; Amendments to
Exchange Act Reports..........................................
Section 11.11 Annual Compliance
Statements...................................
Section 11.12 Annual Reports on
Assessment of Compliance with Servicing
Criteria......................................................
Section 11.13 Annual Independent
Public Accountants' Attestation.............
Section 11.14 Exchange Act Reporting
Indemnification.........................
Section 11.15
Amendments.....................................................
Section 11.16 Exchange Act Report
Signatures; Delivery of Notices;
Interpretation of Grace Periods...............................
Section 11.17 Termination of the
Trustee.....................................
Section 11.18
[RESERVED].....................................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment......................................................
Section 12.02 Recordation of
Agreement; Counterparts.........................
Section 12.03 Limitation on Rights
of Certificateholders and B Loan Holders..
Section 12.04 Governing
Law..................................................
Section 12.05
Notices........................................................
Section 12.06 Severability of
Provisions.....................................
Section 12.07 Grant of a Security
Interest...................................
Section 12.08 Successors and
Assigns; Beneficiaries..........................
Section 12.09 Article and Section
Headings...................................
Section 12.10 Notices to Rating
Agencies.....................................
<PAGE>
EXHIBITS
A-1
Form of Class A-X and Class A-SP Certificates
A-1A Form
of Class A-MFL Certificate
A-2
Form of Class A-1, Class A-1-A, Class A-2, Class A-AB, Class A-3,
Class
A-M and Class A-J Certificates
A-3
Form of Class B, Class C, Class D, Class E, Class F, Class G, Class
H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and
Class
Q Certificates
A-4
Form of Class V Certificates
A-5
Form of Class R and Class LR Certificates
B-1
Schedule of Column Trust Mortgage Loans
B-2
Schedule of KeyBank Trust Mortgage Loans
C-1
List of Additional Collateral Trust Mortgage Loans
C-2
List of Mezzanine Loans
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E Form
of Trustee Report
F-1A Form
I of Transferor Certificate for Transfers of Non-Registered
Certificates
F-1B Form
II of Transferor Certificate for Transfers of Non-Registered
Certificates
F-1C Form
I of Transferor Certificate for Transfers of Interests in
Global
Certificates for Classes of Non-Registered Certificates
F-1D Form
II of Transferor Certificate for Transfers of Interests in
Global
Certificates for Classes of Non-Registered Certificates
F-2A Form
I of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
F-2B Form
II of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
F-2C Form
I of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
F-2D Form
II of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
G-1
Form of Transferee Certificate in Connection with ERISA
(Non-Registered
Certificates and Non-Investment Grade Certificates Held in
Fully-Registered, Certificated Form)
G-2
Form of Transferee Certificate in Connection with ERISA
(Non-Registered
Certificates Held in Book-Entry Form)
H-1
Form of Residual Transfer Affidavit and Agreement for Transfers of
Class
R and Class LR Certificates
H-2
Form of Transferor Certificate for Transfers of Class R and Class
LR
Certificates
I Form
of Acknowledgement of Proposed Special Servicer
J Form
of Affidavit of Lost Note
K List
of Broker Strip Loans
L
Schedule of Reference Rates
M-1
Form of Depositor Certification to be Provided with Form 10-K
M-2
Form of Trustee Backup Certification
M-3
Form of Master Servicer Backup Certification
M-4
Form of Special Servicer Backup Certification
N
Schedule of Designated Sub-Servicers
O Form
of Custodial Certification
P
Trust Mortgage Loans Covered by Environmental Insurance Policy
Q Form
of Notice Regarding Defeasance of Mortgage Loan
R
Schedule of Earnout and Holdback Loans
S-1
Form of Information Request from Certificateholder or Certificate
Owner
S-2
Form of Information Request from Prospective Investor
T
Class A-AB Targeted Principal Balance Table
U
Relevant Servicing Criteria
V
Additional Form 10-D Disclosure
W
Additional Form 10-K Disclosure
X Form
8-K Disclosure Information
Y
Additional Disclosure Notification
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), is
dated
and effective as of December 1, 2006, among CREDIT SUISSE FIRST
BOSTON MORTGAGE
SECURITIES CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC., as
Master Servicer, LNR PARTNERS, INC., as Special Servicer, and WELLS
FARGO BANK,
N.A., as Trustee.
PRELIMINARY STATEMENT:
Column Financial, Inc. (together with its successors in
interest,
"Column") has sold to Credit Suisse First Boston Mortgage
Securities Corp.
(together with its successors in interest, the "Depositor"),
pursuant to the
Mortgage Loan Purchase Agreement dated as of December 1, 2006 (as
such may from
time to time hereafter be amended, modified, supplemented and/or
restated, the
"Column Mortgage Loan Purchase Agreement"), between Column as
seller and the
Depositor as purchaser, those mortgage loans initially identified
on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the
"Original
Column Trust Mortgage Loans").
KeyBank National Association (together with its successors in
interest, "KeyBank") has sold to the Depositor, pursuant to the
Mortgage Loan
Purchase Agreement dated as of December 1, 2006 (as such may from
time to time
hereafter be amended, modified, supplemented and/or restated, the
"KeyBank
Mortgage Loan Purchase Agreement"), between KeyBank as seller and
the Depositor
as purchaser, those mortgage loans initially identified on the
schedule attached
hereto as Exhibit B-2 (such mortgage loans, the "Original KeyBank
Trust Mortgage
Loans").
The Depositor desires, among other things, to: (i) establish a
trust fund, consisting primarily of the Original Column Trust
Mortgage Loans and
the Original KeyBank Trust Mortgage Loans (collectively, the
"Original Trust
Mortgage Loans") and certain related rights, funds and property;
(ii) cause the
issuance of a series of mortgage pass-through certificates in
multiple classes,
which certificates will, in the aggregate, evidence the entire
beneficial
ownership interest in such trust fund; and (iii) provide for the
servicing and
administration of the mortgage loans, including the Original Trust
Mortgage
Loans, and the other assets that from time to time constitute part
of such trust
fund.
Wells Fargo Bank, N.A. (together with its successors in
interest,
"Wells Fargo") desires to act as "Trustee" hereunder; KRECM desires
to act as
"Master Servicer" hereunder; hereunder; and LNR Partners, Inc.
desires to act as
"Special Servicer" hereunder.
As provided herein, the Trustee shall elect or shall cause an
election to be made that each of REMIC I and REMIC II (each as
defined herein)
be treated for federal income tax purposes as a "real estate
mortgage investment
conduit" (each, a "REMIC"). The Excess Interest and the Excess
Interest
Distribution Account, the Class A-MFL Regular Interest, the Swap
Agreement, the
Floating Rate Account and the Broker Strip Interest (each as
defined herein)
shall not be assets of any REMIC but shall be treated as assets of
a grantor
trust under subpart E, Part I of subchapter J of the Code. The
Class V
Certificates will represent undivided beneficial interests in the
portion of the
Trust Fund consisting of the Excess Interest and the related
proceeds thereof in
the Excess Interest Distribution Account, each Broker Strip Payee
shall be
treated as owning an undivided beneficial interest in the portion
of the Grantor
Trust consisting of the related Broker Strip Interest and the
related proceeds
thereof in the Collection Account, and the Class A-MFL Certificates
will
represent undivided beneficial interests in the Class A-MFL Regular
Interest,
the Swap Agreement and the Floating Rate Account. Additionally, the
Trust shall
not include any B Loan, any interest of any B Loan Holder or any
interest of any
B Loan Holder in any Mortgage Loan Combination Custodial
Account.
As provided herein, the Trustee shall elect or cause an
election
to be made to treat the segregated pool of assets consisting of
the
Uncertificated REMIC I Interests and the proceeds thereof as a
REMIC for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC II." The Class A-1, Class A-2, Class A-AB, Class A-3, Class
A-1-A, Class
A-X, Class A-SP, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class
P and Class Q Certificates and the Class A-MFL Regular Interest
will evidence
"regular interests" in REMIC II created hereunder. The Class R
Certificates will
evidence the sole Class of "residual interests" in REMIC II. The
following table
sets forth the designation, the initial pass-through rate (the
"Pass-Through
Rate"), the aggregate initial principal amount (the "Original
Certificate
Balance") or notional balance ("Original Notional Balance"), as
applicable, and
the initial ratings given each Class (as indicated below) by the
Rating Agencies
(as defined herein) for each Class of certificates comprising the
interests in
REMIC II hereunder:
REMIC II
<TABLE>
<CAPTION>
Original Certificate Balance
(or, in the case of the
Class A-X or A-SP Initial
Initial
Certificates, Original
Ratings(1)
Class
Designation
Pass-Through Rate
Notional Balance)
S&P/Moody's
--------------------
-----------------
----------------------------
-----------
<S>
<C>
<C>
<C>
Class A-1............
5.2560%
$51,000,000
AAA/Aaa
Class A-2............
5.2460%
$220,000,000
AAA/Aaa
Class A-AB...........
5.3080%
$149,203,000
AAA/Aaa
Class A-3............
5.3110%
$1,200,000,000
AAA/Aaa
Class A-1-A..........
5.2970%
$780,638,000
AAA/Aaa
Class A-MFL Regular
Interest...........
5.3430%(2)
$100,000,000
AAA/Aaa
Class A-X............
0.0645%(3)
$3,429,773,366(4)
AAA/Aaa
Class A-SP...........
0.6729%(3)
$3,252,979,000(5)
AAA/Aaa
Class A-M............
5.3430%
$242,977,000
AAA/Aaa
Class A-J............
5.3730%
$287,244,000
AAA/Aaa
Class B..............
5.4480%
$12,861,000
AA+/Aa1
Class C..............
5.4720%
$60,021,000
AA/Aa2
Class D..............
5.4920%
$38,585,000
AA-/Aa3
Class E..............
5.5410%(6)
$38,585,000
A/A2
Class F..............
5.5710%(7)
$34,298,000
A-/A3
Class G..............
5.7490%(8)
$42,872,000
BBB+/Baa1
Class H..............
5.8180%(9)
$34,298,000
BBB/Baa2
Class J..............
5.9660%(10)
$42,872,000
BBB-/Baa3
Class K..............
5.0710%
$4,287,000
BB+/Ba1
Class L..............
5.0710%
$12,862,000
BB/Ba2
Class M..............
5.0710%
$12,862,000
BB-/Ba3
Class N..............
5.0710%
$8,583,000
B+/B1
Class O..............
5.0710%
$4,287,000
B/B2
Class P..............
5.0710%
$12,862,000
B-/B3
Class Q..............
5.0710%
$38,585,366
NR/NR
Class R..............
None
None(10)
NR/NR
</TABLE>
---------------------
(1) The
Certificates marked "NR" have not been rated by the applicable
Rating
Agency.
(2) See
definition of "Class A-MFL Regular Interest Pass-Through Rate"
herein.
(3) The Class
A-X Pass-Through Rate, as defined herein.
(4) Original
Notional Balance. The Class A-X and Class A-SP Certificates
will
not have a
Certificate Balance and will not be entitled to receive
distributions of
principal.
(5) The Class
A-SP Pass-Through Rate, as defined herein.
(6) The lesser
of 5.5410% and the Weighted Average Net Mortgage Pass-Through
Rate.
(7) The lesser
of 5.5710% and the Weighted Average Net Mortgage Pass-Through
Rate.
(8) The lesser
of 5.7490% and the Weighted Average Net Mortgage Pass-Through
Rate.
(9) The lesser
of 5.8180% and the Weighted Average Net Mortgage Pass-Through
Rate.
(10) The lesser of
5.9660% and the Weighted Average Net Mortgage Pass-Through
Rate.
(11) The Class R
Certificates will not have a Certificate Balance or Notional
Balance,
will not bear interest and will not be entitled to
distributions
of Yield
Maintenance Charges. Any Available Distribution Amount
remaining
in the
REMIC II Distribution Account after all required distributions
under this
Agreement have been made to each other Class of Certificates
will be
distributed to the Holders of the Class R Certificates.
REMIC I
As provided herein, the Trustee shall elect or cause an
election
to be made to treat the segregated pool of assets consisting of the
Trust
Mortgage Loans (exclusive of the Broker Strip Interest, Excess
Interest and the
Excess Interest Distribution Account) 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 LA-1-1,
Class LA-1-2, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-AB-1, Class
LA-AB-2, Class LA-3-1, Class LA-3-2, Class LA-3-3, Class LA-3-4,
Class LA-1-A-1,
Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5,
Class LA-1-A-6,
Class LA-1-A-7, Class LA-1-A-8, Class LA-M, Class LA-MFL, Class
LA-J, Class LB,
Class LC-1, Class LC-2, Class LD-1, Class LD-2, Class LE-1, Class
LE-2, Class
LF, Class LG-1, Class LG-2, Class LH, Class LJ, Class LK, Class LL,
Class LM,
Class LN, Class LO, Class LP and Class LQ Uncertificated Interests
will evidence
"regular interests" in REMIC I (the "Uncertificated REMIC I
Interests") created
hereunder. The Class LR Certificates will evidence the sole Class
of "residual
interests" in REMIC I.
The following table sets forth, for each Class of Sequential
Pay
Certificates (the "Corresponding Certificates"), the
corresponding
Uncertificated REMIC I Interest or Interests (the "Corresponding
Uncertificated
REMIC I Interests"), the corresponding Component or Components of
the Class A-X
and A-SP Certificates (the "Corresponding Components") and the
Original REMIC I
Principal Amount for each Class of Uncertificated REMIC I
Interests.
<TABLE>
<CAPTION>
Corresponding
Original REMIC I
Corresponding
Uncertificated
Principal Amount or
Components of
Corresponding
REMIC I
Original REMIC I
Class A-X and A-SP
Certificates
Interests(1)(2)
Notional Amount
Certificates(1)
----------------------
---------------
---------------
---------------
<S>
<C>
<C>
<C>
Class A-1.............
LA-1-1
$6,344,000
A-1-1
LA-1-2
$44,656,000
A-1-2
Class A-2.............
LA-2-1
$57,319,000
A-2-1
LA-2-2
$105,853,000
A-2-2
LA-2-3
$56,828,000
A-2-3
Class A-AB............
LA-AB-1
$69,284,000
A-AB-1
LA-AB-2
$79,919,000
A-AB-2
Class A-3.............
LA-3-1
$167,194,000
A-3-1
LA-3-2
$93,227,000
A-3-2
LA-3-3
$101,044,000
A-3-3
LA-3-4
$838,535,000
A-3-4
Class A-1-A...........
LA-1-A-1
$33,259,000
A-1-A-1
LA-1-A-2
$27,411,000
A-1-A-2
LA-1-A-3
$29,510,000
A-1-A-3
LA-1-A-4
$28,257,000
A-1-A-4
LA-1-A-5
$45,836,000
A-1-A-5
LA-1-A-6
$30,287,000
A-1-A-6
LA-1-A-7
$143,280,000
A-1-A-7
LA-1-A-8
$442,798,000
A-1-A-8
Class A-MFL Regular
$100,000,000
Interest
LA-MFL
A-MFL
Class A-M.............
LA-M
$242,977,000
A-M
Class A-J.............
LA-J
$287,244,000
A-J
Class B...............
LB
$12,861,000
B
Class C...............
LC-1
$34,993,000
C-1
LC-2
$25,028,000
C-2
Class D...............
LD-1
$25,219,000
D-1
LD-2
$13,366,000
D-2
Class E...............
LE-1
$8,396,000
E-1
LE-2
$30,189,000
E-2
Class F...............
LF
$34,298,000
F
Class G...............
LG-1
$26,059,000
G-1
LG-2
$16,813,000
G-2
Class H...............
LH
$34,298,000
H
Class J...............
LJ
$42,872,000
J
Class K...............
LK
$4,287,000
K
Class L...............
LL
$12,862,000
L
Class M...............
LM
$12,862,000
M
Class N...............
LN
$8,574,000
N
Class O...............
LO
$4,287,000
O
Class P...............
LP
$12,862,000
P
Class Q...............
LQ
$38,585,366
Q
</TABLE>
--------
(1) The
Uncertificated REMIC I Interests and the Components of the Class
A-X
and Class
A-SP Certificates that correspond to any particular Class of
Sequential
Pay Certificates also correspond to each other and,
accordingly, constitute the "Corresponding Uncertificated REMIC
I
Interests"
and the "Corresponding Components," respectively, with respect
to each
other.
The Class LR Certificates will not have a Certificate Balance
or
Notional Balance, will not bear interest and will not be entitled
to
distributions of Yield Maintenance Charges. Any Available
Distribution Amount
remaining in the REMIC I Distribution Account after each
Distribution Date shall
be distributed to the Holders of the Class LR Certificates.
The parties intend that the portion of the Trust Fund
consisting
of (i) Excess Interest and the Excess Interest Distribution
Account, (ii) the
Broker Strip Interests and related amounts in the Collection
Account and (iii)
the Class A-MFL Regular Interest, the Swap Agreement and the
Floating Rate
Account shall constitute, and that the affairs of such portion of
the Trust Fund
shall be conducted so as to qualify such portion as, a "grantor
trust" under
subpart E, Part I of subchapter J of the Code.
As of the close of business on the Cut-off Date (as defined
herein), the Trust Mortgage Loans had an aggregate principal
balance, after
application of all payments of principal due on or before such
date, whether or
not received, equal to $3,429,773,366.
The 280 Park Avenue Whole Loan consists of the 280 Park Avenue
Loan and the 280 Park Avenue Companion Loan. The 280 Park Avenue
Loan and the
280 Park Avenue Companion Loan are pari passu with each other. The
280 Park
Avenue Loan is part of the Trust Fund. The 280 Park Avenue
Companion Loan is not
part of the Trust Fund. The 280 Park Avenue Loan and the 280 Park
Avenue
Companion Loan will be serviced and administered in accordance with
the 280 Park
Avenue Servicing Agreement and the 280 Park Avenue Intercreditor
Agreement.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01 Defined Terms
Whenever used in this Agreement the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in this
Section 1.01, subject to modification in accordance with Section
1.04.
"280 Park Avenue Companion Loan" With respect to the 280 Park
Avenue Whole Loan, the pari passu portion of such loan evidenced by
Note A-1 in
the original principal amount of $300,000,000, which is not
included in the
Trust.
"280 Park Avenue Control Group": The holders of more than 50%
of
the outstanding principal balance of the 280 Park Avenue Whole Loan
(provided
that the mortgage loans constituting the 280 Park Avenue Whole Loan
are deemed
to remain outstanding even if the related Mortgaged Property
becomes an REO
Property), designated for purposes of objecting to 280 Park Avenue
Specially
Designated Servicing Actions proposed by the 280 Park Avenue
Special Servicer
with respect to the 280 Park Avenue Whole Loan or any related REO
Property and
directing the actions of the 280 Park Avenue Special Servicer with
respect to
the 280 Park Avenue Whole Loan (if it constitutes a Specially
Serviced Loan) or
any related REO Property.
"280 Park Avenue Intercreditor Agreement": The Agreement Among
Noteholders dated as of September 28, 2006, by and between Column
Financial,
Inc., as Initial Note A-1 Holder and Column Financial Inc., as
Initial Note A-2
Holder.
"280 Park Avenue Loan": With respect to the 280 Park Avenue
Whole
Loan, the pari passu portion of such loan evidenced by Note A-2 in
the original
principal amount of $140,000,000, which is included in the Trust.
The 280 Park
Avenue Loan is a "Trust Mortgage Loan."
"280 Park Avenue Master Servicer": The master servicer of the
280
Park Avenue Whole Loan under any 280 Park Avenue Servicing
Agreement.
"280 Park Avenue Servicing Agreement": Any servicing agreement
(other than this Agreement) pursuant to which the 280 Park Avenue
Whole Loan and
any related REO Property is to be serviced and/or administered,
which, as of the
Closing Date, in accordance with the 280 Park Avenue Intercreditor
Agreement, is
the Series 2006-C4 Pooling and Servicing Agreement.
"280 Park Avenue Specially Designated Servicing Actions": As
defined in the Series 2006-C4 Pooling and Servicing Agreement.
"280 Park Avenue Special Servicer": The special servicer of the
280 Park Avenue Whole Loan under any 280 Park Avenue Servicing
Agreement.
"280 Park Avenue Whole Loan": Collectively, the 280 Park Avenue
Loan and the 280 Park Avenue Companion Loan.
"30/360 Basis": The accrual of interest calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"A Loan": Each CBA A Loan, each of which is senior in right of
payment to the related B Loan(s), and the 280 Park Avenue Loan,
which is pari
passu in right of payment to the related Companion Loan in
accordance with the
related Intercreditor Agreement.
"Acceptable Insurance Default": With respect to any Mortgage
Loan
(other than the 280 Park Avenue Loan), any default under the
related Mortgage
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 Borrower's failure
to obtain
insurance that specifically covers acts of terrorism, but only if
the Special
Servicer has determined, in its reasonable judgment, that (i) such
insurance is
not available at commercially reasonable rates and the subject
hazards are not
at the time commonly insured against 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.
"Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates and the
Class A-MFL
Regular Interest, an amount equal to interest for the related
Interest Accrual
Period at the Pass-Through Rate applicable to such Class of
Certificates or the
Class A-MFL Regular Interest, as applicable, for such Distribution
Date, accrued
on the related Certificate Balance of such Class (or, in the case
of the Class
A-X and A-SP Certificates, on the Notional Balance thereof)
immediately prior to
such Distribution Date. The Accrued Certificate Interest Amount for
each such
Class (other than the Class A-MFL Certificates) shall be calculated
on the basis
of a 360-day year composed of twelve 30-day months. The Accrued
Certificate
Interest Amount for the Class A-MFL Certificates for any
Distribution Date, for
so long as the Swap Agreement is in effect and no payment default
by the Swap
Counterparty exists under the Swap Agreement, shall be calculated
on the basis
of the actual number of days in that Interest Accrual Period and
the assumption
that each year consists of 360 days, except that, if the Swap
Agreement is
terminated and not replaced or if there exists a continuing payment
default by
the Swap Counterparty under the Swap Agreement, then the
calculation with
respect to the Class A-MFL Certificates will be on the same basis
as the Class
A-MFL REMIC II Regular Interest.
"Acquisition Date": With respect to any REO Property (other
than
any REO Property related to the 280 Park Avenue Loan), the first
day on which
such REO Property is considered to be acquired on behalf of the
Trust Fund and
REMIC I and, if applicable, the related B Loan Holder, within the
meaning of
Treasury Regulations Section 1.856-6(b)(1), which is the first day
on which
REMIC I is treated as the owner of the Trust Fund's interest in
such REO
Property for federal income tax purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis of the actual number of days elapsed during any calendar
month (or other
applicable recurring accrual period) in a year assumed to consist
of 360 days.
"Actual/360 Mortgage Loan": A Mortgage Loan that accrues
interest
on an Actual/360 Basis.
"Actual/360 Trust Mortgage Loan": A Trust Mortgage Loan that is
an Actual/360 Mortgage Loan.
"Additional Collateral": With respect to each Additional
Collateral Trust Mortgage Loan, the cash reserve or irrevocable
letter of credit
partially securing such Additional Collateral Trust Mortgage
Loan.
"Additional Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1 attached hereto.
"Additional Disclosure Notification:" The form of notification
to
be included with any Additional Form 10-D Disclosure, Additional
Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached
hereto as
Exhibit Y.
"Additional Form 10-D Disclosure": As defined in Section 11.06.
"Additional Form 10-K Disclosure": As defined in Section 11.07.
"Additional Servicer": Individually or collectively, (x) each
Person as described by Section 1108(a)(2)(ii) of Regulation AB that
Services any
of the Trust Mortgage Loans and (y) each Person as described by
Section
1108(a)(2)(iii) of Regulation AB, other than the Trustee, who
Services 10% or
more of the Trust Mortgage Loans (calculated by Stated Principal
Balance).
"Additional Servicing Compensation": As defined in Section
3.11(a).
"Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees and Trustee Fees) incurred with respect to the Trust
Fund and not
otherwise included in the calculation of a Realized Loss that would
result in
the Holders of any Class of Certificates receiving less than the
total of their
Optimal Interest Distribution Amount and Remaining Principal
Distribution Amount
for any Distribution Date.
"Administrative Fee Rate": With respect to each Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), the sum
of the
Master Servicing Fee Rate and the Trustee Fee Rate (and the Broker
Strip Rate,
if any).
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made
that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as
applicable, and
any of the Trust's pro rata share of "Advance Interest" on any
servicing advance
related to the 280 Park Avenue Loan and paid pursuant to the Series
2006-C4
Pooling and Servicing Agreement.
"Adverse Grantor Trust Event": Any impairment of the status of
the Grantor Trust Pool as a Grantor Trust or the imposition of a
tax upon the
Grantor Trust Pool or any of its assets or transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating
thereto, as of
any date of determination, the qualification, downgrade or
withdrawal of the
rating then assigned to such Class of Rated Certificates by such
Rating Agency
(or the placing of such Class of Rated Certificates on "negative
credit watch"
status in contemplation of any such action with respect
thereto).
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified
Person. For the purposes of this definition, "control" when used
with respect to
any specified Person means the power to direct the management and
policies of
such Person, directly or indirectly, whether through the ownership
of voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing
Date.
"Anticipated Repayment Date": With respect to any ARD Mortgage
Loan, the date specified in the related Note, as of which Excess
Interest shall
begin to accrue on such Mortgage Loan, which date is prior to the
Maturity Date
for such Mortgage Loan.
"Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss. 225.64 by an Appraiser selected by the Master Servicer or the
Special
Servicer, as applicable.
"Appraisal Reduction Amount": For any Distribution Date and for
any Mortgage Loan (and for any A Loan, subject to the following
paragraphs) as
to which an Appraisal Reduction Event has occurred, an amount
calculated monthly
by the Special Servicer as of (and reported to the Master Servicer
and the
Trustee no later than) the related Determination Date equal to the
excess, if
any, of (1) the Stated Principal Balance of the subject Mortgage
Loan over (2)
the excess, if any, of (i) the sum of (A) 90% of the Appraised
Value of the
related Mortgaged Property as determined (I) with respect to any
Mortgage Loan
with an outstanding principal balance equal to or greater than
$2,000,000, by an
Appraisal (or an update of a prior Appraisal) (the costs of which
shall be paid
by the Master Servicer as a Servicing Advance) or (II) with respect
to any
Mortgage Loan with an outstanding principal balance less than
$2,000,000, by an
Appraisal (or an update of a prior Appraisal) (the costs of which
shall be paid
by the Master Servicer as a Servicing Advance) or an internal
valuation
performed by the Special Servicer, plus (B) any letter of credit,
reserve,
escrow or similar amount held by the Master Servicer which may be
applied to
payments on the subject Mortgage Loan, over (ii) the sum of (X) to
the extent
not previously advanced by the Master Servicer or the Trustee, all
unpaid
interest on the subject Mortgage Loan at a per annum rate equal to
its Mortgage
Rate, (Y) all unreimbursed Advances in respect of the subject
Mortgage Loan,
together with interest thereon at the Reimbursement Rate, and (Z)
all currently
due and unpaid real estate taxes and assessments, Insurance Policy
premiums,
ground rents and all other amounts due and unpaid with respect to
the subject
Mortgage Loan (which taxes, assessments, premiums, ground rents and
other
amounts have not been subject to an Advance by the Master Servicer
or the
Trustee and/or for which funds have not been escrowed); provided
that, if
neither a required Appraisal has been obtained nor an internal
valuation is
completed within the period required under Section 3.19(c) with
respect to the
subject Mortgage Loan, then until such Appraisal is obtained or
such internal
valuation is completed, as the case may be, in accordance with
Section 3.19(c),
the subject Appraisal Reduction Amount shall be equal to 25% of the
Stated
Principal Balance of the subject Mortgage Loan as of the date of
the related
Appraisal Reduction Event; and provided, further, that if the
related Mortgaged
Property has become an REO Property, then the above references to
"Mortgage
Loan" in this definition shall mean the related REO Mortgage
Loan.
In the case of any CBA A Loan (or any successor REO Mortgage
Loan
with respect thereto), any Appraisal Reduction Amount will be
calculated in
respect of the related Mortgage Loan Combination (or any successor
REO Mortgage
Loans with respect thereto) as if it was a single Mortgage Loan (or
a single REO
Mortgage Loan), and any Appraisal Reduction Amount shall first be
allocated to
the related CBA B Loan (or any successor REO Mortgage Loan with
respect thereto)
up to the outstanding principal balance of such CBA B Loan (or REO
Mortgage
Loan), and then any remaining portion of any such Appraisal
Reduction Amount
shall be allocated to the related CBA A Loan (or any successor REO
Mortgage Loan
with respect thereto). Any Appraisal Reduction Amount with respect
to the 280
Park Avenue Whole Loan shall be calculated by the 280 Park Avenue
Master
Servicer and shall be applied under and in accordance with the
Series 2006-C4
Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Trust Mortgage Loan, any
successor REO
Mortgage Loan or the related REO Property will be reduced to zero
as of the date
such Trust Mortgage Loan, any successor REO Mortgage Loan or the
related REO
Property is paid in full, liquidated, repurchased or otherwise
removed from the
Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan,
the earliest of (i) 120 days after an uncured delinquency (without
regard to the
application of any grace period) occurs in respect of such Mortgage
Loan or
related B Loan, (ii) the date on which a reduction in the amount of
Monthly
Payments on such Mortgage Loan, or a change in any other material
economic term
of such Mortgage Loan (other than an extension of the Maturity Date
for a period
of six months or less), becomes effective as a result of a
modification of such
Mortgage Loan by the Special Servicer, (iii) 60 days after a
receiver has been
appointed for the Borrower and remains undismissed or immediately
after a
receiver has been appointed for the related Mortgaged Property,
(iv) 30 days
after a Borrower declares bankruptcy, (v) 60 days after the
Borrower has become
the subject of a decree or order for a bankruptcy proceeding that
shall have
remained in force undischarged and unstayed, and (vi) immediately
after the
related Mortgaged Property becomes an REO Property; provided,
however, that an
Appraisal Reduction Event shall not be deemed to occur at any time
on and after
the dates when the aggregate Certificate Balances of all Classes of
Principal
Balance Certificates (other than the Class A-P&I Certificates)
have been reduced
to zero. The Special Servicer shall notify the Master Servicer and,
with respect
to any Mortgage Loan Combination, the related B Loan Holder,
promptly upon the
occurrence of any of the foregoing events. With respect to the 280
Park Avenue
Loan, the events specified under the definition "Appraisal
Reduction Event" in
the Series 2006-C4 Pooling and Servicing Agreement.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof (as is) as determined by the most recent
Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement
or obtained in
connection with the origination of the related Mortgage Loan.
"Appraiser": An Independent MAI, state certified organization
with five years of experience in properties of like kind and in the
same
geographic area.
"ARD Mortgage Loan": Any Mortgage Loan that provides for the
accrual of Excess Interest thereon if such Mortgage Loan is not
paid in full on
or prior to its Anticipated Repayment Date.
"ARD Trust Mortgage Loan": A Trust Mortgage Loan that is an ARD
Mortgage Loan.
"Assignable Primary Servicing Fee": Any Primary Servicing Fee
that is payable to the Master Servicer or its permitted assignee
pursuant to
Section 3.11(a) and subject to reduction by the Trustee pursuant to
Section
3.11(a).
"Assignment of Leases": With respect to any Mortgaged Property,
any assignment of leases, rents and profits or similar instrument,
executed by
the related Borrower, assigning to the related mortgagee all of the
income,
rents and profits derived from the ownership, operation, leasing or
disposition
of all or a portion of such Mortgaged Property, in the form which
was duly
executed, acknowledged and delivered, as amended, modified, renewed
or extended
through the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan or B Loan that is delinquent in
respect of its
Balloon Payment (and any successor REO Mortgage Loan with respect
thereto as to
which the Balloon Payment would have been past due), an amount
equal to the sum
of: (a) the principal portion of the Monthly Payment that would
have been due on
such Mortgage Loan or B Loan on the related Due Date based on the
constant
payment required by the related Note or the original amortization
schedule
thereof (as calculated with interest at the related Mortgage Rate),
if
applicable, assuming such Balloon Payment had not become due (and,
if
applicable, assuming the related Mortgaged Property had not become
an REO
Property), after giving effect to any modification of such Mortgage
Loan; and
(b) one month's interest on the Stated Principal Balance of such
Mortgage Loan
(or REO Mortgage Loan) immediately prior to the related
Distribution Date (or,
in the case of a B Loan or any successor REO B Loan with respect
thereto, the
outstanding principal balance thereof during the corresponding
Mortgage Interest
Accrual Period) at the applicable Mortgage Rate (less the related
Master
Servicing Fee Rate and Primary Servicing Fee Rate). The amount of
the Assumed
Scheduled Payment for any A Loan or B Loan shall be calculated
solely by
reference to the terms of such A Loan or B Loan, as applicable (as
modified in
connection with any bankruptcy or similar proceeding involving the
related
Borrower or pursuant to a modification, waiver or amendment thereof
granted or
agreed to by the Master Servicer or the Special Servicer pursuant
to the terms
hereof) and without regard to the remittance provisions of the
related
Intercreditor Agreement. For any Collection Period and any REO
Mortgage Loan
that is not delinquent in respect of its Balloon Payment, an amount
equal to the
sum of: (a) the principal portion of the Monthly Payment that would
have been
due on the related Mortgage Loan on the related Due Date based on
the original
amortization schedule thereof (as calculated with interest at the
related
Mortgage Rate, less any applicable Excess Rate), if applicable,
assuming the
related Mortgaged Property had not become an REO Property, after
giving effect
to any modification of the related Mortgage Loan; and (b) one
month's interest
on the Stated Principal Balance of such REO Mortgage Loan
immediately prior to
the related Distribution Date (or, in the case of an REO B Loan,
the outstanding
principal balance thereof during the corresponding Mortgage
Interest Accrual
Period) at the applicable Mortgage Rate (less any applicable Excess
Rate). With
respect to the 280 Park Avenue Loan, the amount specified under the
definition
"Assumed Scheduled Payment" in the Series 2006-C4 Pooling and
Servicing
Agreement.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum (without duplication or priority)
of:
(a) the aggregate amount received on or with respect to the
Mortgage Pool and on deposit in each Collection Account as of the
close
of business on the related Determination Date (including
amounts
received with respect to the 280 Park Avenue Loan from the
Series
2006-C4 Master Servicer pursuant to the 280 Park Avenue
Intercreditor
Agreement), exclusive of the following amounts (without
duplication):
(i) all Monthly Payments collected but due on a Due Date
after the end of the related Collection Period;
(ii) all amounts in such Collection Account that are
payable or reimbursable to any Person from such account
pursuant
to clauses (ii) through (xix), inclusive, and (xxii) of Section
3.05(a);
(iii) all amounts that are payable or reimbursable to any
Person pursuant to clauses (ii) through (x), inclusive, of
Section 3.05(b);
(iv) all Yield Maintenance Charges and Static Prepayment
Premiums;
(v) all amounts deposited in such Collection Account in
error;
(vi) any net interest or net investment income on funds on
deposit in such Collection Account or any REO Account or in
Permitted Investments in which such funds may be invested;
(vii) if such Distribution Date occurs in February of 2007
or any year thereafter or in January of 2007 or any year
thereafter that is not a leap year (unless, in either case, the
related Distribution Date is the Final Distribution Date), the
Withheld Amounts in respect of the Interest Reserve Loans that
are to be deposited in the Interest Reserve Account on such
Distribution Date and held for future distribution pursuant to
Section 3.28;
(viii) amounts payable to any B Loan Holder pursuant to the
terms of the related Intercreditor Agreement;
(ix) Excess Interest; and
(x) Excess Liquidation Proceeds;
(b) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred with respect to the REO
Trust
Mortgage Loans from the REO Account to such Collection Account for
such
Distribution Date pursuant to Section 3.16(c);
(c) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred with respect to any A Loan
(or
any successor REO Trust Mortgage Loan with respect thereto) from
the
related Mortgage Loan Combination Custodial Account to such
Collection
Account, in any event for such Distribution Date pursuant to
Section
3.04;
(d) the aggregate amount of any P&I Advances made in respect
of
the Trust Mortgage Loans by the Master Servicer or the Trustee,
as
applicable, for such Distribution Date pursuant to Section 4.03 or
7.05
(which P&I Advances shall not include any related Master
Servicing Fees,
Primary Servicing Fees or Workout Fees);
(e) all funds released from the Interest Reserve Account for
distribution on such Distribution Date;
(f) any payments required to be made by the Master Servicer
pursuant to Section 3.02(c) in respect of such Distribution Date;
and
(g) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred (pursuant to Section
3.04(d))
from the Excess Liquidation Proceeds Account to the Distribution
Account
in respect of such Distribution Date.
"B Loan": With respect to each A Loan, the other mortgage
loan(s)
that (i) is not included in the Trust Fund, (ii) is subordinate in
right of
payment to such A Loan to the extent set forth in the related CBA
A/B
Intercreditor Agreement, and (iii) is secured, on the date hereof,
by the same
Mortgage on the same Mortgaged Property as such A Loan.
"B Loan Holder": With respect to any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and assigns, as the holder
of such B
Loan.
"Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule extending more than one year
beyond its
Maturity Date or for no amortization until its Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan
and
any date of determination, the scheduled payment of principal due
on the
Maturity Date of such Mortgage Loan (less principal included in the
applicable
amortization schedule or scheduled Monthly Payment).
"Balloon Trust Mortgage Loan": A Trust Mortgage Loan that is a
Balloon Mortgage Loan.
"Base Interest Fraction": With respect to any Principal
Prepayment on any Mortgage Loan and any of the Class A-1, Class
A-2, Class A-AB,
Class A-3, Class A-1-A, Class A-M, Class A-J, Class B, Class C,
Class D, Class
E, Class F, Class G, Class H and Class J Certificates and the Class
A-MFL
Regular Interest, a fraction (not greater than 1) (a) whose
numerator is the
amount, if any, by which (i) the Pass-Through Rate on such Class of
Certificates
or Class A-MFL Regular Interest exceeds (ii) the Yield Rate used in
calculating
the Yield Maintenance Charge with respect to such Principal
Prepayment and (b)
whose denominator is the amount, if any, by which the (i) Mortgage
Rate on such
Mortgage Loan exceeds (ii) the Yield Rate (as provided by the
Master Servicer)
used in calculating the Yield Maintenance Charge with respect to
such Principal
Prepayment; provided, however, that if such Yield Rate is greater
than or equal
to the lesser of (x) the Mortgage Rate on such Mortgage Loan and
(y) the
Pass-Through Rate described in clause (a)(i) above, then the Base
Interest
Fraction shall be zero.
"Base Prospectus": That certain prospectus dated October 30,
2006, relating to trust funds established by the Depositor and
publicly offered
mortgage pass-through certificates evidencing interests
therein.
"Book-Entry Certificate": Any Certificate registered in the
name
of the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Borrower": With respect to any Mortgage Loan, the obligor or
obligors on any related Note or Notes, including, without
limitation, any Person
that has acquired the related Mortgaged Property and assumed the
obligations of
the original obligor under the Note or Notes.
"Breach": With respect to any Trust Mortgage Loan, as defined
in
the related Mortgage Loan Purchase Agreement.
"Broker Strip": With respect to each Broker Strip Loan, the
right
to receive interest accrued on the principal balance of such Loan
at the Broker
Strip Rate for such Loan.
"Broker Strip Interest": With respect to each Broker Strip
Loan,
interest accrued on the principal balance of such loan at the
Broker Strip Rate
for such Loan.
"Broker Strip Loans": The Loans listed on Exhibit K hereto.
"Broker Strip Payee": With respect to any Broker Strip Loan,
the
"Broker Strip Payee" specified on Exhibit K hereto with respect to
such Loan.
"Broker Strip Rate": With respect to each Broker Strip Loan,
the
"Broker Strip Rate" specified on Exhibit K hereto with respect to
such Loan.
"Business Day": Any day other than a Saturday, a Sunday or a
day
on which banking institutions in the states where any Collection
Account, the
Distribution Account, the Trustee, the Master Servicer or the
Special Servicer
is located and is authorized or obligated by law or executive order
to remain
closed.
"Cash Collateral Account": With respect to any Mortgage Loan
that
has a Lock-Box Account, any account or accounts created pursuant to
the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or
other loan
document, into which account or accounts the Lock-Box Account
monies are swept
on a regular basis for the benefit of the Trustee as successor to
the applicable
Mortgage Loan Seller's interest in such Mortgage Loan. Any Cash
Collateral
Account shall be beneficially owned for federal income tax purposes
by the
Person who is entitled to receive all reinvestment income or gain
thereon in
accordance with the terms and provisions of the related Mortgage
Loan and
Section 3.06, which Person shall, if required under the Code, be
taxed on all
reinvestment income or gain thereon. The Master Servicer shall be
permitted to
make withdrawals therefrom solely for deposit into the Collection
Account or a
Servicing Account, or to remit to Borrower as required by the
related Mortgage
Loan Documents, as applicable. To the extent not inconsistent with
the terms of
the related Mortgage Loan Documents, each such Cash Collateral
Account shall be
an Eligible Account and the Master Servicer shall use reasonable
efforts in
accordance with the Servicing Standard to cause Borrowers to change
the location
of a Cash Collateral Account that is not an Eligible Account.
"Cash Collateral Account Agreement": With respect to any
Mortgage
Loan, the cash collateral account agreement, if any, between the
related
Mortgage Loan Originator and the related Borrower, pursuant to
which the related
Cash Collateral Account, if any, may have been established.
"CBA A/B Intercreditor Agreement": With respect to each
Mortgage
Loan Combination, the related Intercreditor Agreement Among Note
Holders by and
between Column, as the initial holder of the related A Loan, and
CBA-Mezzanine
Capital Finance, LLC, as the initial holder of the related B
Loan.
"CBA A/B Material Default": With respect to any Mortgage Loan
Combination, a "Material Default" under, and within the meaning of,
the related
CBA A/B Intercreditor Agreement.
"CBA A Loan": The Mortgage Loans identified on Exhibit B hereto
as Dowlen St. Retail Center, Ford City Office Plaza, Four Gateway
Plaza,
Heartland Ridge Apartments, Lodge Apartments, Mallard Park
Apartments,
Observation Point Apartments and Railway Plaza, which are senior in
right of
payment to the related CBA B Loan, to the extent set forth in the
related CBA
A/B Intercreditor Agreement.
"CBA B Loan": With respect to each CBA A Loan, the related B
Loan
not included in the Trust.
"CBA Mortgage Loan Combination": Any CBA A Loan together with
the
related CBA B Loan.
"CERCLA": The Comprehensive Environmental Response,
Compensation
and Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2006-C5, as executed by the
Trustee or the
Certificate Registrar and authenticated and delivered hereunder by
the
Certificate Registrar.
"Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates)
or the Class
A-MFL Regular Interest, (i) on or prior to the first Distribution
Date, an
amount equal to the Original Certificate Balance of such Class as
specified in
the Preliminary Statement hereto, and (ii) as of any date of
determination after
the first Distribution Date, the Certificate Balance of such Class
on the
Distribution Date immediately prior to such date of determination
(determined as
adjusted pursuant to Section 1.03(h)).
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax
Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class
R or Class
LR Certificate for any purpose hereof; and (ii) solely for purposes
of giving
any consent, approval, direction or waiver pursuant to this
Agreement that
specifically relates to the rights, duties and/or obligations
hereunder of the
Depositor, the Master Servicer, the Special Servicer or the Trustee
in its
respective capacity as such (other than any consent, approval or
waiver
contemplated by any of Sections 3.21 and 7.01(c) or by the Series
2006-C5
Directing Certificateholder in its capacity as such), any
Certificate registered
in the name of such party or in the name of any Affiliate thereof
shall be
deemed not to be outstanding, and the Voting Rights to which it is
entitled
shall not be taken into account in determining whether the
requisite percentage
of Voting Rights necessary to effect any such consent, approval or
waiver that
specifically relates to such party has been obtained. The
Certificate Registrar
shall be entitled to request and conclusively 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" or "Holders" shall
reflect the rights
of Certificate Owners only insofar as they may indirectly exercise
such rights
through the Depository and the Depository Participants (except as
otherwise
specified herein), it being herein acknowledged and agreed that the
parties
hereto shall be required to recognize as a "Certificateholder" or
"Holder" only
the Person in whose name a Certificate is registered in the
Certificate
Register.
"Certificateholder Reports": Collectively, the Trustee Report
and
the CMSA Investor Reporting Package.
"Certificate Notional Amount": With respect to any Class A-X or
Class A-SP Certificate, as of any date of determination, the then
notional
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class A-X
or Class
A-SP Notional Amount, as applicable.
"Certificate Owner": With respect to any 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 Register": The register maintained pursuant to
Section 5.02.
"Certificate Registrar": Wells Fargo, in its capacity as
certificate registrar, or any successor certificate registrar
appointed as
herein provided.
"Certification Parties": As defined in Section 11.08.
"Certifying Person": As defined in Section 11.08.
"Certifying Servicer": As defined in Section 11.11.
"Class": With respect to any Certificates or Uncertificated
REMIC
I Interests or the Class A-MFL Regular Interest, all of the
Certificates or
Uncertificated REMIC I Interests bearing the same alphabetical and,
if
applicable, numerical class designation and each designation of
Uncertificated
REMIC I Interests or the Class A-MFL Regular Interest. The
respective Classes of
Certificates are designated in Section 5.01(a).
"Class A-1 Certificate": A Certificate designated as "Class
A-1"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-1 Pass-Through Rate": 5.2560% per annum.
"Class A-1-A Certificate": A Certificate designated as "Class
A-1-A" on the face thereof, substantially in the form of Exhibit
A-2 hereto.
"Class A-1-A Components": Component A-1-A-1, Component A-1-A-2,
Component A-1-A-3, Component A-1-A-4, Component A-1-A-5, Component
A-1-A-6,
Component A-1-A-7 and Component A-1-A-8.
"Class A-1-A Pass-Through Rate": 5.2970% per annum.
"Class A-2 Certificate": A Certificate designated as "Class
A-2"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-2 Pass-Through Rate": 5.2460% per annum.
"Class A-3 Certificate": A Certificate designated as "Class
A-3"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-3 Pass-Through Rate": 5.3110% per annum.
"Class A-AB Certificate": A Certificate designated as "Class
A-AB" on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-AB Pass-Through Rate": 5.3080% per annum.
"Class A-J Certificate": A Certificate designated as "Class
A-J"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-J Pass-Through Rate": 5.3730% per annum.
"Class A-M Certificate": A Certificate designated as "Class
A-M"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class A-M Pass-Through Rate": 5.3430% per annum.
"Class A-M Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Balance of
the Class
A-P&I Certificates, the Class A-M Certificates and the Class
A-MFL Regular
Interest outstanding immediately prior thereto equals or exceeds
the sum of (a)
the aggregate Stated Principal Balance of the Mortgage Pool that
will be
outstanding immediately following such Distribution Date, plus (b)
the lesser of
(i) the Total Principal Distribution Amount for such Distribution
Date and (ii)
the portion of the Available Distribution Amount for such
Distribution Date that
will remain after all distributions of interest to be made on the
Senior
Certificates, the Class A-M Certificates and the Class A-MFL
Regular Interest on
such Distribution Date pursuant to Section 4.01(a) have been so
made.
"Class A-MFL Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all
principal
and/or interest distributions, as well as all distributions of
Yield Maintenance
Charges and Static Prepayment Premiums, on or in respect of the
Class A-MFL
Regular Interest with respect to such Distribution Date and (ii)
the amounts, if
any, received from the Swap Counterparty pursuant to the Swap
Agreement for such
Distribution Date, less (b) with respect to interest amounts, Yield
Maintenance
Charges and Static Prepayment Premiums, the sum of (i) all
regularly scheduled
interest amounts, Yield Maintenance Charges and Static Prepayment
Premiums
required to be paid to the Swap Counterparty pursuant to the Swap
Agreement for
such Distribution Date, (ii) any amount payable to the Trustee as
Net Investment
Earnings earned on funds held in the Floating Rate Account and
(iii) any amount
deposited in the Floating Rate Account in error.
"Class A-MFL Certificate": A Certificate designated as "Class
A-MFL" on the face thereof, substantially in the form of Exhibit
A-1A hereto.
"Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default of the nature described in clause (i) of the definition of
"Swap
Default" while the Trustee is pursuing remedies under the Swap
Agreement
pursuant to Section 3.32, or (ii) immediately upon and following
the termination
of the Swap Agreement, the conversion of distributions to the Class
A-MFL
Certificates from distributions based, in part, on floating
interest payments
from the Swap Counterparty under the Swap Agreement to
distributions based
solely on fixed interest distributions in respect of the Class
A-MFL Regular
Interest, as specified in Section 4.01.
"Class A-MFL Fixed Swap Payment": With respect to any
Distribution Date, the fixed interest amount required to be paid to
the Swap
Counterparty by the Trust under the Swap Agreement (prior to any
netting against
amounts due from the Swap Counterparty to the Trust) in respect of
that
Distribution Date.
"Class A-MFL Floating Swap Payment": With respect to any
Distribution Date, the floating interest amount required to be paid
to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any
netting against
amounts due from the Trust to the Swap Counterparty) in respect of
that
Distribution Date.
"Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Optimal Interest
Distribution Amount with respect to the Class A-MFL Regular
Interest for such
Distribution Date, (ii) the Class A-MFL Floating Swap Payment
received from the
Swap Counterparty with respect to such Distribution Date and (iii)
if the Swap
Agreement is terminated and a replacement Swap Agreement is not
obtained, any
Swap Termination Payment collected during the related Collection
Period, less
(b) the Class A-MFL Fixed Swap Payment made to the Swap
Counterparty with
respect to such Distribution Date.
"Class A-MFL Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-MFL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-MFL Floating Swap
Payment in
respect of that Distribution Date.
"Class A-MFL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-MFL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-MFL Fixed
Swap Payment
in respect of that Distribution Date.
"Class A-MFL Pass-Through Rate": With respect to any
Distribution
Date for so long as no Class A-MFL Distribution Conversion has
occurred, LIBOR
plus 0.1900%; except that (I) if (a) the total amount of interest
distributions
with respect to the Class A-MFL Regular Interest for any
distribution date
required (or deemed) to be deposited in the Floating Rate Account
is less than
(b) 1/12th of the product of (i) 5.3430%, multiplied by (ii) the
Class Principal
Balance of the Class A-MFL Certificates as of the last day of the
calendar month
immediately prior to that Distribution Date, then there will be a
proportionate
reduction to the amount of interest distributable on the Class
A-MFL
Certificates, as provided in the Swap Agreement and (II) if (a) the
total amount
of interest distributions with respect to the Class A-MFL Regular
Interest for
any distribution date required (or deemed) to be deposited in the
Floating Rate
Account exceeds (b) 1/12th of the product of (i) 5.3430%,
multiplied by (ii) the
Class Principal Balance of the Class A-MFL Certificates as of the
last day of
the calendar month immediately prior to that Distribution Date,
then there will
be a proportional increase to the amount of interest distributable
on the Class
A-MFL Certificates, as provided in the Swap Agreement. With respect
to any
Distribution Date on or after which a Class A-MFL Distribution
Conversion has
occurred, the Class A-MFL Regular Interest Pass-Through Rate.
"Class A-MFL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-MFL Regular Interest on
such
Distribution Date.
"Class A-MFL Regular Interest": The uncertificated interest in
REMIC II, designated as "Class A-MFL," constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class A-MFL Regular Interest Pass-Through Rate": As to any
Distribution Date, a per annum rate equal to 5.3430%.
"Class A-MFL Swap Payment Date": With respect to any
Distribution
Date, the Business Day preceding such Distribution Date.
"Class A-P&I Certificates": The Class A-1, Class A-2, Class
A-AB,
Class A-3 and Class A-1-A Certificates, collectively.
"Class A-SP Certificate": A Certificate designated as "Class
A-SP" on the face thereof, in the form of Exhibit A-1 hereto.
"Class A-SP Component": Each of Component A-1-2, Component
A-2-1,
Component A-2-2, Component A-2-3, Component A-3-1, Component A-3-2,
Component
A-3-3, Component A-3-4, Component A-AB-1, Component A-AB-2,
Component A-M,
Component A-MFL, Component A-J, Component B, Component C-1,
Component C-2,
Component D-1, Component D-2, Component E-1, Component E-2,
Component F,
Component G-1, Component G-2, Component H and each Class A-1-A
Component (other
than Component A-1-A-1).
"Class A-SP Notional Amount": As of any date of determination,
the sum of the then Component Notional Amounts of the Class A-SP
Components that
have not reached their Component Crossover Date.
"Class A-SP Pass-Through Rate": As to any Distribution Date,
the
per annum rate, expressed as a percentage, equal to the weighted
average of the
Class A-SP Strip Rates of the Class A-SP Components (weighted on
the basis of
their respective Component Notional Amounts) for such Distribution
Date.
"Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the related Component
Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage
Pass-Through Rate for
such Distribution Date and (II) the Reference Rate for such
Distribution Date
minus (y) the Pass-Through Rate for the Corresponding Certificates
(other than
the Class A-MFL Certificates) and the Class A-MFL Regular Interest,
(provided
that in no event shall any Class A-SP Strip Rate be less than
zero), and (ii)
for any Distribution Date occurring after the related Component
Crossover Date,
0% per annum.
"Class A-X Certificate": A Certificate designated as "Class
A-X"
on the face thereof, in the form of Exhibit A-1 hereto.
"Class A-X Component": Each of the Components.
"Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination, the sum of the then
Component
Notional Amounts of all of the Components.
"Class A-X Pass-Through Rate": The per annum rate, expressed as
a
percentage, equal to the weighted average of the Class A-X Strip
Rates of the
Class A-X Components (weighted on the basis of their respective
Component
Notional Amounts) for such Distribution Date.
"Class A-X Strip Rate": With respect to any Class A-X Component
(other than the Class A-SP Components) for any Distribution Date, a
rate per
annum equal to (i) the Weighted Average Net Mortgage Pass-Through
Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the
Corresponding
Certificates (other than the Class A-MFL Certificates) and the
Class A-MFL
Regular Interest, and in the case of Class A-SP Components, (A) for
any
Distribution Date occurring on or before the related Component
Crossover Date,
(x) the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution
Date minus (y) the sum of the Pass-Through Rate for the
Corresponding
Certificates for such Distribution Date and the Class A-SP Strip
Rate for such
Component for such Distribution Date, and (B) for any Distribution
Date
occurring after the related Component Crossover Date, a rate per
annum equal to
(x) the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution
Date, minus (y) the Pass-Through Rate for the Corresponding
Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular
Interest
(provided that in no event shall any Class A-X Strip Rate be less
than zero).
"Class B Certificate": A Certificate designated as "Class B" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class B Pass-Through Rate": 5.4480% per annum.
"Class C Certificate": A Certificate designated as "Class C" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class C Pass-Through Rate": 5.4720% per annum.
"Class D Certificate": A Certificate designated as "Class D" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class D Pass-Through Rate": 5.4920% per annum.
"Class E
Certificate": A Certificate designated as "Class E" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5410% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class F Certificate": A Certificate designated as "Class F" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5710% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class G Certificate": A Certificate designated as "Class G" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.7490% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class H Certificate": A Certificate designated as "Class H" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.8180% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class J Certificate": A Certificate designated as "Class J" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.9660% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"Class K Certificate": A Certificate designated as "Class K" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class K Pass-Through Rate": 5.0710% per annum.
"Class L Certificate": A Certificate designated as "Class L" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class L Pass-Through Rate": 5.0710% per annum.
"Class LA-1-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-2-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-2-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-2-3 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-3-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-3-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-3-3 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-3-4 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-AB-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-AB-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-3 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-4 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-5 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class
LA-1-A-6 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-7
Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-1-A-8 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the
Original REMIC I
Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LA-J Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LA-M Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LA-MFL Uncertificated Interest" A regular interest in
REMIC I that is held as an asset of the Upper-Tier REMIC, has the
Original REMIC
I Principal Amount and per annum rate of interest set forth in the
Preliminary
Statement hereto.
"Class LB Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LC-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LC-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LD-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LD-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LE-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LE-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LF Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LG-1 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LG-2 Uncertificated Interest": A regular interest in
REMIC
I that is held as an asset of REMIC II and having the Original
REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LH Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LJ Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LK Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LL Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LM Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LN Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LO Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LP Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LQ Uncertificated Interest": A regular interest in REMIC
I
that is held as an asset of REMIC II and having the Original REMIC
I Principal
Amount and per annum rate of interest set forth in the Preliminary
Statement
hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit A-5 hereto.
"Class M Certificate": A Certificate designated as "Class M" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class M Pass-Through Rate": 5.0710% per annum.
"Class N Certificate": A Certificate designated as "Class N" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class N Pass-Through Rate": 5.0710% per annum.
"Class O Certificate": A Certificate designated as "Class O" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class O Pass-Through Rate": 5.0710% per annum.
"Class P Certificate": A Certificate designated as "Class P" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class P Pass-Through Rate": 5.0710% per annum.
"Class Q Certificate": A Certificate designated as "Class P" on
the face thereof, in the form of Exhibit A-3 hereto.
"Class Q Pass-Through Rate": 5.0710% per annum.
"Class R Certificate": A Certificate designated as "Class R" on
the face thereof, in the form of Exhibit A-5 hereto.
"Class V Certificate": A Certificate designated as "Class V" on
the face thereof, in the form of Exhibit A-4 hereto. The Class V
Certificates
have no Pass-Through Rate, Certificate Balance or Notional
Balance.
"Class Principal
Balance": The aggregate principal balance
outstanding from time to time of any Class of Principal Balance
Certificates or
of the Class A-MFL Regular Interest, as applicable.
"Clearstream": Clearstream Banking, Luxembourg, or any
successor.
"Closing Date": December 22, 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Series 2006-C5 Directing Certificateholder.
"CMSA Advance Recovery Report": A monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recovery Report" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
reasonably
acceptable to the Master Servicer or the Special Servicer, as the
case may be,
and approved by the CMSA for commercial mortgage securities
transactions
generally (unless, with respect to such other form for
presentation, the Series
2006-C5 Directing Certificateholder and the Rating Agencies
otherwise consent to
an alternative form of such report).
"CMSA Bond Level File": A monthly data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Bond Level File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally
(unless, with
respect to such other form for presentation, the Series 2006-C5
Directing
Certificateholder, the Trustee and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Collateral Summary File": A monthly data file
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Collateral Summary File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless, with respect to such other form for presentation, the
Series 2006-C5
Directing Certificateholder, the Trustee and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Comparative Financial Status Report": A monthly 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 reasonably acceptable
to the Master
Servicer or the Special Servicer, as the case may be, and
recommended by the
CMSA for commercial mortgage-backed securities transactions
generally (unless,
with respect to such other form for presentation, the Series
2006-C5 Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Delinquent Loan Status Report": A monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Delinquent Loan Status Report" available
as of the
Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be reasonably acceptable to the Master Servicer or the Special
Servicer, as
the case may be, and recommended by the CMSA for commercial
mortgage-backed
securities transactions generally (unless, with respect to such
other form for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Financial File": A monthly data file report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Financial File" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
reasonably
acceptable to the Master Servicer or the Special Servicer, as the
case may be,
and recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless, with respect to such other form
for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A monthly 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 reasonably acceptable to the Master Servicer or the Special
Servicer, as the
case may be, and recommended by the CMSA for commercial
mortgage-backed
securities transactions generally (unless, with respect to such
other form for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Investor Reporting Package":
(a) the following seven electronic files: (i) CMSA Loan Setup
File, (ii) CMSA Loan Periodic Update File, (iii) CMSA Property
File,
(iv) CMSA Bond Level File, (v) CMSA Financial File, (vi) CMSA
Collateral
Summary File and (vii) CMSA Special Servicer Loan File;
(b) the following ten supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage Loan Report, (iii) CMSA REO Status Report, (iv) CMSA Loan
Level
Reserve/LOC Report, (v) CMSA Comparative Financial Status Report,
(vi)
CMSA Servicer Watch List, (vii) CMSA Operating Statement
Analysis
Report, (viii) CMSA NOI Adjustment Worksheet, (ix) CMSA Total
Loan
Report and (x) CMSA Advance Recovery Report; and
(c) such other reports and data files as CMSA may designate as
part of the "CMSA Investor Reporting Package" from time to time
generally.
"CMSA Loan Level Reserve/LOC Report": A 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 in such other form for the
presentation of
such information and containing such additional information as may
from time to
time be reasonably acceptable to the Master Servicer or the Special
Servicer, as
the case may be, and recommended by the CMSA for commercial
mortgage-backed
securities transactions generally (unless, with respect to such
other form for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Loan Periodic Update File": A monthly data file
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Periodic Update File" available as
of the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be reasonably acceptable to the Master Servicer or the Special
Servicer, as the
case may be, and the Trustee and recommended by the CMSA for
commercial
mortgage-backed securities transactions generally (unless, with
respect to such
other form for presentation, the Series 2006-C5 Directing
Certificateholder and
the Rating Agencies otherwise consent to an alternative form of
such report).
Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall be
accompanied by a CMSA Advance Recovery Report and all references
herein to "CMSA
Loan Periodic Update File" shall be construed accordingly.
"CMSA Loan Setup File": A data file substantially in the form
of,
and containing the information called for in, the downloadable form
of the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be reasonably acceptable to
the Master
Servicer or the Special Servicer, as the case may be, and
recommended by the
CMSA for commercial mortgage-backed securities transactions
generally (unless,
with respect to such other form for presentation, the Series
2006-C5 Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA NOI Adjustment Worksheet": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "NOI Adjustment Worksheet" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
reasonably
acceptable to the Master Servicer or the Special Servicer, as the
case may be,
and recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless, with respect to such other form
for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Operating Statement Analysis Report": A report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Operating Statement Analysis Report"
available as of
the Closing Date on the CMSA Website or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be reasonably acceptable to the Master Servicer or the Special
Servicer, as
the case may be, and recommended by the CMSA for commercial
mortgage-backed
securities transactions generally (unless, with respect to such
other form for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Property File": A monthly data file substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Property File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be reasonably
acceptable to the
Master Servicer or the Special Servicer, as the case may be, and
recommended by
the CMSA for commercial mortgage-backed securities transactions
generally
(unless, with respect to such other form for presentation, the
Series 2006-C5
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA REO Status Report": A monthly report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "REO Status Report" available as of the Closing Date on the
CMSA Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be reasonably
acceptable to the
Master Servicer or the Special Servicer, as the case may be, and
recommended by
the CMSA for commercial mortgage-backed securities transactions
generally
(unless, with respect to such other form for presentation, the
Series 2006-C5
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Servicer Watch List": A report substantially in the form
of, and containing the information called for in, the downloadable
form of
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be reasonably
acceptable to the
Master Servicer or the Special Servicer, as the case may be, and
recommended by
the CMSA for commercial mortgage-backed securities transactions
generally
(unless, with respect to such other form for presentation, the
Series 2006-C5
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"CMSA Special Servicer Loan File": A monthly data file
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Special Servicer Loan File" available as
of the
Closing Date on the CMSA Website, or in such other form for the
presentation of
such information and containing such additional information as may
from time to
time be reasonably acceptable to the Special Servicer and
recommended by the
CMSA for commercial mortgage-backed securities transactions
generally (unless,
with respect to such other form for presentation, the Series
2006-C5 Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Total Loan Report": A monthly report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "CMSA Total Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
reasonably
acceptable to the Master Servicer or the Special Servicer, as the
case may be,
and recommended by the CMSA for commercial mortgage-backed
securities
transactions generally (unless, with respect to such other form
for
presentation, the Series 2006-C5 Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such other primary website as the CMSA may establish for
dissemination of its
report forms.
"Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the
extent that, by
reason of their proposed effective date, could, as of the date of
any
determination or opinion as to the tax consequences of any action
or proposed
action or transaction, be applied to the Trust or the
Certificates.
"Collection Account": One or more separate custodial accounts
or,
subject to Section 3.04(i), sub-accounts created and maintained by
the Master
Servicer or any Sub-Servicer on behalf of the Master Servicer
pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders,
into which the amounts set forth in Section 3.04(a) shall be
deposited directly,
which, subject to Section 3.04(i), shall be entitled substantially
as follows:
"KeyCorp Real Estate Capital Markets, Inc. [or the name of any
successor Master
Servicer], in trust for Wells Fargo Bank, N.A. [or the name of any
successor
Trustee], as Trustee, on behalf of Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2006-C5, Collection Account." The Collection Account shall be an
Eligible
Account (or, subject to Section 3.04(i), a sub-account of an
Eligible Account)
and, except for the Excess Interest and Broker Strip Interest held
therein,
shall be part of REMIC I.
"Collection Period": With respect to any Distribution Date, the
period commencing on the date immediately following the
Determination Date in
the calendar month preceding the month in which such Distribution
Date occurs
(or, in the case of the initial Distribution Date, commencing as of
the Closing
Date) and ending on and including the Determination Date in the
calendar month
in which such Distribution Date occurs.
"Column": As defined in the Preliminary Statement to this
Agreement.
"Column
Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.
"Column Performance Guarantee": The Guarantee dated as of
December 22 2006, from the Column Performance Guarantor in favor of
the Trustee,
relating to the obligations of Column under Section 7 of the Column
Mortgage
Loan Purchase Agreement.
"Column Performance Guarantor": Credit Suisse First Boston
acting
through CSFB USA Inc., its successor in interest or any successor
guarantor
under the Column Performance Guarantee.
"Column Trust Mortgage Loan": Any Trust Mortgage Loan that is
either an Original Column Trust Mortgage Loan or a Replacement
Trust Mortgage
Loan that was delivered under the Column Mortgage Loan Purchase
Agreement or the
Column Performance Guarantee in substitution for an Original Column
Trust
Mortgage Loan.
"Commission": The Securities and Exchange Commission.
"Companion Loan": The 280 Park Avenue Companion Loan.
"Component": Each of Component A-1-1, Component A-1-2,
Component
A-2-1, Component A-2-2, Component A-2-3, Component A-AB-1,
Component A-AB-2,
Component A-3-1, Component A-3-2, Component A-3-3, Component A-3-4,
each Class
A-1-A Component, Component A-J, Component A-MFL, Component A-M,
Component B,
Component C-1, Component C-2, Component D-1, Component D-2,
Component E-1,
Component E-2, Component F, Component G-1, Component G-2, Component
H, Component
J, Component K, Component L, Component M, Component N, Component O,
Component P
and Component Q.
"Component A-1-1": One of forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-1 Uncertificated Interest as
of any date of
determination.
"Component A-1-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-1-2 Uncertificated Interest as of any date
of
determination.
"Component A-2-1": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-2-1 Uncertificated Interest as of any date
of
determination.
"Component A-2-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-2-2 Uncertificated Interest as of any date
of
determination.
"Component A-2-3": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-2-3 Uncertificated Interest as of any date
of
determination.
"Component A-AB-1": One of forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-AB-1 Uncertificated Interest as of any date
of
determination.
"Component A-AB-2": One of forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-AB-2 Uncertificated Interest as of any date
of
determination.
"Component A-3-1": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-3-1 Uncertificated Interest as of any date
of
determination.
"Component A-3-2": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-3-2 Uncertificated Interest as of any date
of
determination.
"Component A-3-3": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-3-3 Uncertificated Interest as of any date
of
determination.
"Component A-3-4": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-3-4 Uncertificated Interest as of any date
of
determination.
"Component A-1-A-1": One of forty-one components of the Class
A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-1 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-2": One of forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-1-A-2 Uncertificated Interest as of any date
of
determination.
"Component A-1-A-3": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-3 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-4": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-4 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-5": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-5 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-6": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-6 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-7": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-7 Uncertificated Interest as
of any date
of determination.
"Component A-1-A-8": One of the forty-one components of the
Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-1-A-8 Uncertificated Interest as
of any date
of determination.
"Component A-M": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-M Uncertificated Interest as of any date
of
determination.
"Component A-MFL": One of the forty-one components of the Class
A-X Certificates and one of the thirty-one components of the Class
A-SP
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LA-MFL REMIC I Interest as of any
date of
determination.
"Component A-J": One of forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LA-J Uncertificated Interest as of any date
of
determination.
"Component B": One of the forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LB-1 Uncertificated Interest as of any date
of
determination.
"Component C-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LC-1 Uncertificated Interest as of any date
of
determination.
"Component C-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LC-2 Uncertificated Interest as of any date
of
determination.
"Component Crossover Date": With respect to each Class A-SP
Component, the related Crossover Date as set forth in the table
below:
<TABLE>
<CAPTION>
Class A-SP Component
Component Crossover Date
--------------------------------------------------------
-------------------------------
<S>
<C>
Components A-1-2, A-2-1 and A-1-A-2.....................
December 2007 Distribution Date
Component A-2-2 and A-1-A-3.............................
December 2008 Distribution Date
Components A-2-3, A-AB-1, A-1-A-4, G-1 and H............
December 2009 Distribution Date
Components A-3-1, A-AB-2, A-1-A-5, E-1, F and G-2.......
December 2010 Distribution Date
Components A-3-2, A-1-A-6, D-1 and E-2..................
December 2011 Distribution Date
Components A-3-3, A-1-A-7, C-1 and D-2..................
December 2012 Distribution Date
Components A-3-4, A-1-A-8, A-M, A-MFL, A-J, B and C-2...
December 2013 Distribution Date
</TABLE>
"Component D-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LD-1 Uncertificated Interest as of any date
of
determination.
"Component D-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LD-2 Uncertificated Interest as of any date
of
determination.
"Component E-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LE-1 Uncertificated Interest as of any date
of
determination.
"Component E-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LE-2 Uncertificated Interest as of any date
of
determination.
"Component F": One of the forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LF-1 Uncertificated Interest as of any date
of
determination.
"Component G-1": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LG-1 Uncertificated Interest as of any date
of
determination.
"Component G-2": One of the forty-one components of the Class
A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LG-2 Uncertificated Interest as of any date
of
determination.
"Component H": One of the forty-one components of the Class A-X
Certificates and one of the thirty-one components of the Class A-SP
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Amount of the Class LH Uncertificated Interest as of any date of
determination.
"Component J": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LJ Uncertificated Interest as of
any date of
determination.
"Component K": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LK Uncertificated Interest as of
any date of
determination.
"Component L": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LL Uncertificated Interest as of
any date of
determination.
"Component M": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LM Uncertificated Interest as of
any date of
determination.
"Component N": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LN Uncertificated Interest as of
any date of
determination.
"Component Notional Amount": With respect to each Component and
any date of determination, an amount equal to the then REMIC I
Principal Amount
of its Corresponding Uncertificated REMIC I Interest.
"Component O": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LO Uncertificated Interest as of
any date of
determination.
"Component P": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LP Uncertificated Interest as of
any date of
determination.
"Component Q": One of the forty-one components of the Class A-X
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Amount of the Class LQ Uncertificated Interest as of
any date of
determination.
"Controlling Class": As of any date of determination, the Class
of Principal Balance Certificates with the lowest payment priority
pursuant to
Sections 4.01(a) and 4.01(b), that has a then outstanding Class
Principal
Balance that is at least equal to 25% of its initial Class
Principal Balance;
provided that, if no Class of Principal Balance Certificates has a
Class
Principal Balance that satisfies the foregoing requirement, then
the Controlling
Class shall be the Class of Principal Balance Certificates with the
lowest
payment priority pursuant to Sections 4.01(a) and 4.01(b), that has
a then
outstanding Class Principal Balance greater than zero. For purposes
of this
definition, the respective Classes of the Class A-P&I
Certificates shall be
treated as a single Class and, if appropriate under the terms of
this
definition, shall collectively constitute the Controlling Class. As
of the
Closing Date, the Controlling Class shall be the Class Q
Certificates.
"Controlling Class Certificateholder": Each Holder (or
Certificate Owner, if applicable) of a Certificate of the
Controlling Class as
certified by the Certificate Registrar to the Trustee from time to
time.
"Corporate Trust Office": The corporate trust office of the
Trustee at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located (i) for Certificate transfer
purposes, at
Sixth & Marquette, Minneapolis, Minnesota 55479-0113,
Attention: Corporate Trust
Services - Credit Suisse First Boston Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series 2006-C5 and (ii) for all
other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, Attention:
Corporate Trust Services - Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C5.
"Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or
any B Loan as to which the related Trust Mortgage Loan is a
Corrected Trust
Mortgage Loan as described in the definition of "Servicing Transfer
Event."
"Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that
had
been a Specially Serviced Trust Mortgage Loan but as to which all
Servicing
Transfer Events have ceased to exist.
"Corresponding Certificates": As defined in the Preliminary
Statement hereto.
"Corresponding Components": As defined in the Preliminary
Statement hereto.
"Corresponding Uncertificated REMIC I Interests": As defined in
the Preliminary Statement hereto.
"Cross-Collateralized Group": Any group of Crossed Trust
Mortgage
Loans.
"Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Trust
Mortgage Loan. For
the avoidance of doubt, none of the A Loans shall be deemed a
Crossed Trust
Mortgage Loan under this Agreement.
"Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining related Crossed Trust
Mortgage Loans
for the four calendar quarters immediately preceding the repurchase
or
substitution is not less than the greater of (a) the Debt Service
Coverage Ratio
for all such related Crossed Trust Mortgage Loans, including the
affected
Crossed Trust Mortgage Loan, for the four calendar quarters
immediately
preceding the repurchase or substitution and (b) 1.25x, (ii) the
loan-to-value
ratio for any remaining related Crossed Trust Mortgage Loans
determined at the
time of repurchase or substitution based upon an Appraisal obtained
by the
Special Servicer at the expense of the related Mortgage Loan Seller
is not
greater than the least of (a) the loan-to-value ratio for all such
related
Crossed Trust Mortgage Loans, including the affected Crossed Trust
Mortgage Loan
set forth in the tables on Exhibit A-1 to the Prospectus
Supplement, (b) the
loan-to-value ratio for all such related Crossed Trust Mortgage
Loans, including
the affected Crossed Trust Mortgage Loan, determined at the time of
repurchase
or substitution based upon an Appraisal obtained by the Special
Servicer at the
expense of the related Mortgage Loan Seller and (c) 75.0%, and
(iii) the Trustee
receives an Opinion of Counsel (at the expense of the related
Mortgage Loan
Seller) to the effect that such repurchase or substitution will not
result in
the imposition of a tax on the assets of the Trust Fund or cause
either REMIC
Pool to fail to qualify as a REMIC for federal or applicable state
tax purposes
at any time that any of the Certificates are outstanding.
"Cure Event": The exercise by any B Loan Holder of the cure
rights, if any, set forth in the related Intercreditor Agreement,
in each case
in accordance with the applicable Intercreditor Agreement.
"Cure Payments": With respect to any Mortgage Loan Combination,
as to which the related Intercreditor Agreement provides that a B
Loan Holder
shall be entitled to cure a default under the related Mortgage
Loan, the
payments that such B Loan Holder makes to the Master Servicer,
Special Servicer
or Trustee, as applicable, which payments shall consist (without
duplication) of
all actual costs, expenses, losses, obligations, damages,
penalties, and
disbursements imposed on or incurred (whether or not yet paid) by
the Master
Servicer, Special Servicer or Trustee, as applicable (including,
without
limitation, all unreimbursed Advances (without regard to whether
such Advance
would be a Nonrecoverable Advance), and any interest accrued
thereon, Default
Interest and any servicing compensation incurred with respect to
the related
Mortgage Loan) during the period of time from the expiration of the
grace period
under such Mortgage Loan that gave rise to such Cure Event until
such Cure
Payment is made or such other cure is otherwise effected.
"Custodian" shall mean a Person who is at any time appointed by
the Trustee pursuant to Section 8.12 as a document custodian for
the Mortgage
Files which shall initially be the Trustee.
"Cut-off Date": Individually and collectively, the respective
Due
Dates for the Trust Mortgage Loans in December 2006 (or with
respect to Trust
Mortgage Loans which had closing/funding dates in December 2006,
the
closing/funding date of such Trust Mortgage Loan).
"Cut-off Date Principal Balance": With respect to any Trust
Mortgage Loan or B Loan, the outstanding principal balance of such
Trust
Mortgage Loan or B Loan as of the Cut-off Date, after application
of all
payments of principal due on or before such date, whether or not
received.
"Debt Service Coverage Ratio": With respect to any Trust
Mortgage
Loan for any twelve-month period covered by an annual operating
statement for
the related Mortgaged Property, the ratio of (i) Net Operating
Income produced
by the related Mortgaged Property during such period to (ii) the
aggregate
amount of Monthly Payments (other than any Balloon Payment) due
under such Trust
Mortgage Loan during such period.
"Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), any amounts
collected
thereon, other than late payment charges, Static Prepayment Premium
or Yield
Maintenance Charges, that represent interest in excess of interest
accrued on
the principal balance of such Mortgage Loan (or REO Mortgage Loan)
at the
related Mortgage Rate, such excess interest arising out of a
default under such
Mortgage Loan; provided that, in the case of the 280 Park Avenue
Loan or any
related REO Trust Mortgage Loan, "Default Interest" shall be
limited to only
such amounts of the type described above in this definition as are
remitted to
the Master Servicer on behalf of the Trust under the 280 Park
Avenue Servicing
Agreement.
"Defaulted Trust Mortgage Loan": A Trust Mortgage Loan that is
at
least sixty days delinquent in respect of its Monthly Payments, or
delinquent in
respect of its Balloon Payment, if any, in each case without giving
effect to
any grace period permitted by the related Mortgage or Note, or if
any
non-monetary event of default occurs that results in the Trust
Mortgage Loan
becoming a Specially Serviced Trust Mortgage Loan; provided,
however, that no
Monthly Payment (other than a Balloon Payment) shall be deemed
delinquent if
less than ten dollars of all amounts due and payable on such Trust
Mortgage Loan
has not been received.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": As defined in Section 3.08(f).
"Defeasance Mortgage Loan": As defined in Section 3.08(f).
"Defect": With respect to any Trust Mortgage Loan, as defined
in
the related Mortgage Loan Purchase Agreement.
"Defective Trust Mortgage Loan": Any Trust Mortgage Loan as to
which there exists a Material Breach or a Material Document Defect
that has not
been cured in all material respects.
"Definitive Certificate": A Certificate issued in registered,
definitive physical form.
"Deleted Trust Mortgage Loan": A Defective Trust Mortgage Loan
that is purchased or repurchased, as the case may be, from the
Trust or replaced
with one or more Replacement Trust Mortgage Loans, in either case
as
contemplated by Section 2.03.
"Depositor": As defined in the Preliminary Statement to this
Agreement.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date": With respect to any Distribution Date,
the
close of business on the 11th day of the month in which such
Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day
immediately
following such 11th day.
"Directly Operate": With respect to any REO Property (other
than
the 280 Park Avenue REO Property), the furnishing or rendering of
services to
the tenants thereof that are not (within the meaning of Treasury
Regulations
Section 1.512(b)-1(c)(5)) customarily provided to tenants in
connection with the
rental of space for occupancy, the management or operation of such
REO Property,
the holding of such REO Property primarily for sale to customers in
the ordinary
course of a trade or business, the performance of any construction
work thereon
or any use of such REO Property in a trade or business conducted by
the Trust
Fund, in each case other than through an Independent Contractor;
provided,
however, that the Trustee (or the Master Servicer or the Special
Servicer on
behalf of the Trustee) shall not be considered to Directly Operate
an REO
Property solely because the Trustee (or the Master Servicer or the
Special
Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants,
enters into or renews leases, deals with taxes and insurance or
makes decisions
as to repairs (of the type that would be deductible under Section
162 of the
Code) or capital expenditures with respect to such REO
Property.
"Disqualified Organization": Any of (i) the United States, any
State or political subdivision thereof, any possession of the
United States or
any agency or instrumentality of any of the foregoing (other than
an
instrumentality that is a corporation if all of its activities are
subject to
tax and, except for FHLMC, a majority of its board of directors is
not selected
by such governmental unit), (ii) a foreign government, any
international
organization or any agency or instrumentality of any of the
foregoing, (iii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code
(including the tax imposed by Section 511 of the Code on unrelated
business
taxable income), (iv) rural electric and telephone cooperatives
described in
Section 1381(a)(2)(C) of the Code and (v) any other Person so
designated by the
Master Servicer or the Trustee based upon an Opinion of Counsel
provided to the
Trustee (which shall not be an expense of the Trustee) to the
effect that the
holding of an Ownership Interest in a Residual Certificate by such
Person may
cause either REMIC Pool to qualify as a REMIC or any Person having
an Ownership
Interest in any Class of Certificates (other than such Person) to
incur a
liability for any federal tax imposed under the Code that would not
otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual
Certificate
to such Person. The terms "United States," "State" and
"international
organization" shall have the meanings set forth in Section 7701 of
the Code or
successor provisions.
"Distribution Account": The account, accounts or, subject to
Section 3.04(i), sub-accounts created and maintained by the
Trustee, pursuant to
Section 3.04(b), in trust for the Certificateholders, which,
subject to Section
3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or the name of
any successor
Trustee], as Trustee, for the benefit of Holders of Credit Suisse
First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2006-C5, Distribution Account." The Distribution Account shall be
an Eligible
Account or, subject to Section 3.04(i), a subaccount of an Eligible
Account.
"Distribution Date": With respect to any calendar month,
commencing in January 2007, the fourth Business Day following the
Determination
Date in such month.
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special
Servicer and
Trustee, which lists certain parties identified by the Depositor as
having
materially failed to comply with their respective obligations under
Article XI
of this Agreement or as having materially failed to comply with any
similar
Regulation AB reporting requirements under any pooling and
servicing agreement
relating to any other series of certificates offered by the
Depositor.
"Due Date": With respect to (i) any Mortgage Loan on or prior
to
its Maturity Date, the day of the month set forth in the related
Note on which
each Monthly Payment thereon is scheduled to be first due (without
giving effect
to any grace period with respect to late Monthly Payments), (ii)
any Mortgage
Loan after the Maturity Date therefor, the day of the month set
forth in the
related Note on which each Monthly Payment on such Mortgage Loan
had been
scheduled to be first due (without giving effect to any grace
period) and (iii)
any REO Mortgage Loan, the day of the month set forth in the
related Note on
which each Monthly Payment on the related Mortgage Loan had been
scheduled to be
first due (without giving effect to any grace period).
"EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the
receipt,
acceptance, review and dissemination of documents submitted to the
Commission in
electronic format.
"Eligible Account": Either (i) an account or accounts
maintained
with a federal or state chartered depository institution or trust
company
(including the Trustee) the long-term unsecured debt obligations of
which are
rated at least "AA-" by S&P and "Aa3" by Moody's (or, "A-" by
S&P if the
short-term debt obligations thereof have a short-term rating of not
less than
"A-1" by S&P), if the deposits are to be held in such account
for more than 30
days, or the short-term debt obligations of which have a short-term
rating of
not less than "A-1" by S&P and "P-1" by Moody's, if the
deposits are to be held
in such account for 30 days or less, or such other account or
accounts with
respect to which each of the Rating Agencies shall have confirmed
in writing
that the then-current rating assigned to any of the Certificates
that are
currently being rated by such Rating Agency will not be qualified
(as
applicable), downgraded or withdrawn by reason thereof, (ii) a
segregated trust
account or accounts maintained with the corporate trust department
of a federal-
or state-chartered depository institution or trust company that, in
either case,
has a combined capital and surplus of at least $50,000,000 and has
corporate
trust powers, acting in its fiduciary capacity; provided that
any
state-chartered depository institution or trust company is subject
to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. ss.
9.10(b), (iii)
an account or accounts maintained with KeyBank so long as KeyBank
shall have a
long-term unsecured debt rating of at least "A-" from S&P and
"A1" from Moody's
and a short-term rating of at least "A-1" from S&P and "P-1"
from Moody's, or
(iv) such other account or accounts with respect to which each of
the Rating
Agencies shall have confirmed in writing that the then-current
rating assigned
to any of the Certificates that are currently being rated by such
Rating Agency
will not be qualified (as applicable), downgraded or withdrawn by
reason
thereof. Eligible Accounts may bear interest. No Eligible Account
shall be
evidenced by a certificate of deposit, passbook or other similar
instrument.
"Environmental Assessment": A "Phase I environmental
assessment"
as described in and meeting the criteria of the American Society of
Testing
Materials Standard E 1527-94 or any successor thereto published by
the American
Society of Testing Materials.
"Environmental Insurance Policy": With respect to any Mortgage
Loan, any insurance policy covering Insured Environmental Events
that is
maintained from time to time in respect of such Mortgage Loan or
the related
Mortgaged Property.
"Environmental Insurer": The provider of insurance pursuant to
any Environmental Insurance Policy.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payment": Any payment received by the Master Servicer
for
the account of any Borrower for application toward the payment of
real estate
taxes, assessments, Insurance Policy premiums and similar items in
respect of
the related Mortgaged Property, including amounts for deposit to
any reserve
account.
"Euroclear": The Euroclear System.
"Event of Default": One or more of the events described in
Section 7.01(a).
"Excess Interest": With respect to each of the ARD Mortgage
Loans
(and each REO Trust Mortgage Loan that relates to an ARD Trust
Mortgage Loan),
interest accrued on such Mortgage Loan (or REO Trust Mortgage Loan)
and
allocable to the Excess Rate. Insofar as it accrues on an ARD Trust
Mortgage
Loan (or any REO Trust Mortgage Loan with respect thereto), Excess
Interest is
an asset of the Trust Fund, but shall not be an asset of either
REMIC Pool.
"Excess Interest Distribution Account": The account, accounts
or,
subject to Section 3.04(i), subaccount created and maintained by
the Trustee,
which, subject to Section 3.04(i), shall be entitled "Wells Fargo
Bank, N.A. [or
the name of any successor Trustee], as Trustee, in trust for
Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-C5, Excess Interest Distribution
Account," and which
shall be an Eligible Account or, subject to Section 3.04(i), a
subaccount of an
Eligible Account. The Excess Interest Distribution Account shall
not be an asset
of either REMIC Pool.
"Excess Liquidation Proceeds": The excess, if any, of (a) the
Net
Liquidation Proceeds from the sale or liquidation of a Specially
Serviced
Mortgage Loan or, insofar as they are allocable to the related REO
Mortgage
Loan, from the sale or liquidation of an REO Property, over (b) the
sum of (i)
interest on any related Advances, (ii) any related Servicing
Advances, and (iii)
the amount needed to pay off in full the subject Trust Mortgage
Loan or related
REO Trust Mortgage Loan (or if related to a Mortgage Loan
Combination, the
amount needed to pay off in full such Mortgage Loan Combination) or
the related
REO Mortgage Loan(s) and all amounts due with respect thereto.
"Excess Liquidation Proceeds Account": The account, accounts
or,
subject to Section 3.04(i), sub-account created and maintained by
the Trustee,
which, subject to Section 3.04(i), shall be entitled "Wells Fargo
Bank, N.A. [or
the name of any successor Trustee], as Trustee, in trust for
Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-C5, Excess Liquidation Proceeds Account,"
and which
shall be an Eligible Account or, subject to Section 3.04(i), a
subaccount of an
Eligible Account. The Excess Liquidation Proceeds Account shall be
an asset of
REMIC I.
"Excess Rate": With respect to each ARD Mortgage Loan (and each
REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan)
after the
related Anticipated Repayment Date, the excess of (i) the
applicable Revised
Rate over (ii) the applicable Mortgage Rate in effect immediately
prior to the
related Anticipated Repayment Date.
"Excess Servicing Strip": With respect to any Trust Mortgage
Loan
or any successor REO Trust Mortgage Loan with respect thereto, the
portion of
the related Master Servicing Fee calculated at an annual rate equal
to the
excess, if any, of the related Master Servicing Fee Rate over
0.005% (0.5 basis
points) per annum, subject to reduction by the Trustee pursuant to
Section
3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended
from time to time.
"Exemption-Favored Party": Any of (i) Credit Suisse Securities
(USA) LLC, (ii) any Person directly or indirectly, through one or
more
intermediaries, controlling, controlled by or under common control
with Credit
Suisse Securities (USA) LLC, and (iii) any member of any
underwriting syndicate
or selling group of which any Person described in clauses (i) and
(ii) is a
manager or co-manager with respect to a Class of Certificates
(other than the
Class R, Class LR and Class V Certificates) that is investment
grade rated by at
least one Rating Agency.
"Fair Value": As defined in Section 3.18(b).
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any
successor.
"Fidelity Bond": As defined in Section 3.07(c).
"Final Distribution Date": The final Distribution Date on which
any distributions are to be made hereunder on the Certificates in
connection
with the termination of the Trust.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO
Property (or in the
case of the 280 Park Avenue Loan, by the 280 Park Avenue Special
Servicer under
the 280 Park Avenue Servicing Agreement) that there has been a
recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds and other
payments or
recoveries that, in the Special Servicer's reasonable judgment,
exercised
without regard to any obligation of the Special Servicer to make
payments from
its own funds pursuant to Section 3.07(b), will ultimately be
recoverable.
"Floating Rate Account": The account, accounts or, subject to
Section 3.04(i), sub-accounts created and maintained by the
Trustee, pursuant to
Section 3.04(g), in trust for the Class A-MFL Certificateholders,
which, subject
to Section 3.04(i), shall be entitled "Wells Fargo Bank N.A., as
Trustee, for
the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C5,
Class A-MFL,
Floating Rate Account." Any such account or sub-account shall be an
Eligible
Account or, subject to Section 3.04(i), a sub-account of an
Eligible Account.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"Form 8-K Disclosure Information": As defined in Section 11.09.
"GAAP": Generally accepted accounting principles in the United
States.
"Global Certificate": With respect to any Class of
Non-Registered
Certificates, any related Regulation S Global Certificate or Rule
144A Global
Certificate.
"Grantor Trust": A grantor trust as defined under subpart E of
Part 1 of subchapter J of the Code.
"Grantor Trust Pool": The Grantor Trust Pool designated as such
in Section 2.05.
"Grantor Trust Provisions": Sections 671-679 of the Code and
Treasury Regulations Section 301.7701-4(c).
"Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related Mortgaged Property,
together with any
estoppels or other agreements executed and delivered by the ground
lessor in
favor of the lender under the related Mortgage Loan.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants, chemicals, wastes or substances, including without
limitation, those
so identified pursuant to CERCLA or any other federal, state or
local
environmental related laws and regulations, and specifically
including without
limitation, asbestos and asbestos-containing materials,
polychlorinated
biphenyls, radon gas, petroleum and petroleum products, urea
formaldehyde and
any substances classified as being "in inventory," "usable work in
process" or
similar classification which would, if classified as unusable, be
included in
the foregoing definition.
"Independent": When used with respect to any specified Person,
any such Person that (i) is in fact independent of the Depositor,
each B Loan
Holder, the Master Servicer, the Special Servicer, the Trustee and
any and all
Affiliates thereof, (ii) does not have any material direct
financial interest in
or any material indirect financial interest in any of the
Depositor, any B Loan
Holder, the Master Servicer, the Special Servicer or any Affiliate
thereof and
(iii) is not connected with the Depositor, any B Loan Holder, the
Master
Servicer, the Special Servicer or any Affiliate thereof as an
officer, employee,
promoter, underwriter, trustee, partner, director or Person
performing similar
functions; provided, however, that a Person shall not fail to be
Independent of
the Depositor, any B Loan Holder, the Master Servicer, the Special
Servicer, the
Trustee or any Affiliate thereof merely because such Person is the
beneficial
owner of 1% or less of any class of debt or equity securities
issued by the
Depositor, such B Loan Holder, the Master Servicer, the Special
Servicer, the
Trustee or any Affiliate thereof, as the case may be, provided such
ownership
constitutes less than 1% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust Fund within the
meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate
investment
trust (except that the ownership test set forth in that Section
shall be
considered to be met by any Person that owns, directly or
indirectly, 35% or
more of any Class of Certificates, or such other interest in any
Class of
Certificates as is set forth in an Opinion of Counsel, which shall
be at no
expense to the Trustee, the Master Servicer or the Trust, delivered
to the
Trustee and the Master Servicer), so long as the Trust Fund does
not receive or
derive any income from such Person and provided that the
relationship between
such Person and the Trust Fund is at arm's length, all within the
meaning of
Treasury Regulations Section 1.856-4(b)(5) (except that no Master
Servicer or
the Special Servicer shall be considered to be an Independent
Contractor under
the definition in this clause (i) unless an Opinion of Counsel (at
the expense
of the party seeking to be deemed an Independent Contractor) has
been delivered
to the Trustee to that effect), or (ii) any other Person (including
the Master
Servicer and the Special Servicer) upon receipt by the Trustee and
the Master
Servicer of an Opinion of Counsel (at the expense of the party
seeking to be
deemed an Independent Contractor), to the effect that the taking of
any action
in respect of any REO Property by such Person, subject to any
conditions therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or
cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property (provided that such income would otherwise so
qualify).
"Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the
time of such
appointment, at any time after appointment, or at any time in the
preceding five
(5) years, (i) a direct or indirect legal or beneficial owner in
such entity or
any of its affiliates, (ii) a creditor, supplier, employee,
officer, director,
manager or contractor of such entity or any of its affiliates,
(iii) a person
who controls such entity or any of its affiliates, or (iv) a member
of the
immediate family of a person defined in (i), (ii) or (iii)
above.
"Initial Purchaser": Credit Suisse Securities (USA) LLC, as
initial purchaser of the Non-Registered Certificates.
"Initial Resolution Period": As defined in Section__2.03(b).
"Institutional Accredited Investor": An "accredited investor"
as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the
Securities Act or any entity in which all of the equity owners come
within such
paragraphs.
"Institutional Lender/Owner": One or more of the following: (i)
a
bank, savings and loan association, investment bank, insurance
company, real
estate investment trust, trust company, commercial credit
corporation, pension
plan, pension fund or pension advisory firm, mutual fund,
government entity or
plan, (ii) an investment company, money management firm or
"qualified
institutional buyer" within the meaning of Rule 144A under the
Securities Act,
which is regularly engaged in the business of making or owning
mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a
trustee in
connection with a securitization of the mezzanine loan, so long as
such trustee
or the servicer therefor is an entity that otherwise would be an
Institutional
Lender/Owner, (iv) an institution substantially similar to any of
the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this
definition, which (A)
has total assets (in name or under management) in excess of
$600,000,000 and
(except with respect to a pension advisory firm or similar
fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000
and (B) is
regularly engaged in the business of making or owning commercial
loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of
the entities
described in clause (i) above. For purposes of this definition
only, "Control"
means the ownership, directly or indirectly, in the aggregate of
more than fifty
percent (50%) of the beneficial ownership interests of an entity
and the
possession, directly or indirectly, of the power to direct or cause
the
direction of the management or policies of an entity, whether
through the
ability to exercise voting power, by contract or otherwise
("Controlled" has the
meaning correlative thereto). The Master Servicer or Special
Servicer, as
applicable, shall obtain from the proposed transferee, and shall be
entitled to
rely on, (i) an officer's certificate of a proposed transferee that
such
transferee satisfies the requirements of this definition and (ii)
in the case of
any proposed transferee that is an entity described in and meeting
the criteria
in clauses (i)-(iv) of the second preceding sentence, the most
recent financial
statements of such transferee.
"Insurance and Condemnation Proceeds": All proceeds (net of
expenses of collection, including attorney's fees and expenses)
paid under any
Insurance Policy or in connection with the full or partial
condemnation (or
threatened condemnation) of a Mortgaged Property, in either case,
to the extent
such proceeds are not applied to the restoration of the related
Mortgaged
Property or released to the Borrower, in either case, in accordance
with the
Servicing Standard provided that, in the case of the 280 Park
Avenue Loan or any
280 Park Avenue REO Property, "Insurance and Condemnation Proceeds"
shall be
limited to only such proceeds of the type described above in this
definition as
are remitted to the Master Servicer on behalf of the Trust under a
280 Park
Avenue Servicing Agreement.
"Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, flood insurance policy,
title insurance
policy, earthquake insurance policy, Environmental Insurance
Policy, business
interruption insurance policy or other insurance policy that is
maintained from
time to time in respect of such Mortgage Loan (or the related
Mortgaged
Property) or such REO Property, as the case may be.
"Insured Environmental Event": As defined in Section 3.07(j).
"Intercreditor Agreement": The CBA A/B Intercreditor Agreement
(individually or collectively, as the case may be), or the 280 Park
Avenue
Intercreditor Agreement, as applicable.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-MFL Certificates), the Class
A-MFL Regular
Interest, any Uncertificated REMIC I Interests and any Distribution
Date, the
calendar month immediately preceding the month in which such
Distribution Date
occurs. With respect to the Class A-MFL Certificates for any
Distribution Date,
the period from and including the Distribution Date in the month
preceding the
month in which the related Distribution Date occurs (or, in the
case of the
first Distribution Date, from and including the Closing Date) to,
but excluding,
the related Distribution Date; except that, if the Swap Agreement
is terminated
and not replaced or if there exists a continuing payment default by
the Swap
Counterparty under the Swap Agreement, then the Interest Accrual
Period with
respect to the Class A-MFL Certificate for any Distribution Date
will be the
same as the Interest Accrual Period for the Class A-MFL Regular
Interest. Each
Interest Accrual Period with respect to any Class of Regular
Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular
Interest shall be
deemed for purposes of this definition to consist of 30 days. Each
Interest
Accrual Period with respect to the Class A-MFL Certificates shall
be based upon
the actual number of days in the related Interest Accrual Period;
except that,
if the Swap Agreement is terminated and not replaced or if there
exists a
continuing payment default by the Swap Counterparty under the Swap
Agreement,
then any Interest Accrual Period with respect to the Class A-MFL
Certificates
will also be deemed to consist of 30 days.
"Interest Only Certificates": Collectively, the Class A-X and
Class A-SP Certificates.
"Interest Reserve Account": The account, accounts or, subject
to
Section 3.04(i), sub-account created and maintained by the Trustee,
pursuant to
Section 3.28, in trust for the Certificateholders, which, subject
to Section
3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or the name of
any successor
Trustee], as Trustee, in trust for Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2006-C5, Interest Reserve Account," and which shall be an Eligible
Account or,
subject to Section 3.04(i), a sub-account of an Eligible
Account.
"Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with respect thereto).
"Interest Shortfall Amount": As to any Distribution Date and
any
Class of Regular Certificates (other than the Class A-MFL
Certificates) and the
Class A-MFL Regular Interest, the amount, if any, by which the
amount
distributed on such Class on such Distribution Date in respect of
interest is
less than the amount due in respect of interest to such Class.
"Interested Person": The Depositor, the Master Servicer, the
Special Servicer, any Independent Contractor engaged by the Special
Servicer,
any Holder of a Certificate or any Affiliate of any such
Person.
"Investment
Account": As defined in Section 3.06(a).
"IRS": The Internal Revenue Service or any successor.
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.
"KeyBank": As defined in the Preliminary Statement to this
Agreement.
"KeyBank Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.
"KeyBank Trust Mortgage Loans": Any Trust Mortgage Loan that is
either an Original KeyBank Trust Mortgage Loan or a Replacement
Trust Mortgage
Loan that was delivered under the KeyBank Mortgage Loan Purchase
Agreement in
substitution for an Original KeyBank Trust Mortgage Loan.
"Late
Collections": With respect to any Trust Mortgage Loan or
any B Loan, all amounts (except Penalty Charges) received thereon
during any
Collection Period, whether as payments, Insurance and Condemnation
Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or
collections
of principal or interest due in respect of such Mortgage Loan
(without regard to
any acceleration of amounts due thereunder by reason of default) on
a Due Date
in a previous Collection Period and not previously received. With
respect to any
REO Mortgage Loan, all amounts (except Penalty Charges) received in
connection
with the related REO Property during any Collection Period, whether
as Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise,
which represent late collections of principal or interest due or
deemed due in
respect of such REO Mortgage Loan or the predecessor Mortgage Loan
(without
regard to any acceleration of amounts due under the predecessor
Mortgage Loan by
reason of default) on a Due Date in a previous Collection Period
and not
previously received.
"Letter of Credit": With respect to any Mortgage Loan, any
third-party letter of credit delivered by or at the direction of
the Borrower
pursuant to the terms of such Mortgage Loan in lieu of the
establishment of, or
deposit otherwise required to be made into, a reserve fund.
"LIBOR": With respect to the Class A-MFL Certificates, the
meaning given such term in the Swap Agreement.
"Liquidation Event":
With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such
Mortgage
Loan; (ii) the making of a Final Recovery Determination with
respect to such
Mortgage Loan or REO Property; (iii) in the case of a Trust
Mortgage Loan, the
repurchase of such Trust Mortgage Loan by the related Mortgage Loan
Seller
pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or by the
Column Performance Guarantor pursuant to the Column Performance
Guarantee; (iv)
in the case of a Defaulted Trust Mortgage Loan, the purchase of
such Defaulted
Trust Mortgage Loan by the Series 2006-C5 Directing
Certificateholder or the
Special Servicer or any assignee or Affiliate of either of the
foregoing
pursuant to Section 3.18; (v) in the case of any Mortgage Loan
Combination, the
purchase of the related A Loan by the related B Loan Holder
pursuant to the
related Intercreditor Agreement; (vi) the purchase of such Mortgage
Loan by a
related Mezzanine Loan Holder; (vii) the sale or other liquidation
of such REO
Property hereunder; or (viii) in the case of a Trust Mortgage Loan,
the purchase
of such Trust Mortgage Loan or the related REO Property by the
Holders of more
than 50% of the Percentage Interests in the Controlling Class, the
Special
Servicer or the Master Servicer pursuant to Section 9.01.
"Liquidation Expenses": 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 or REO Property (including legal fees and expenses,
committee or
referee fees and, if applicable, brokerage commissions and
conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to any Trust Mortgage Loan repurchased by the applicable
Mortgage Loan
Seller (or guarantor) after the Initial Resolution Period (and any
permitted
extension thereof) as described in Section 2.03 or any Specially
Serviced Trust
Mortgage Loan or REO Trust Mortgage Loan as to which the Special
Servicer
receives a full, partial or discounted payoff with respect thereto
from the
related Borrower or any Liquidation Proceeds with respect thereto,
all as
provided in Section 3.11(b).
"Liquidation Fee Rate": 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Master
Servicer or the
Special Servicer, in connection with: (i) the liquidation of a
Mortgaged
Property or other collateral constituting security for a defaulted
Mortgage Loan
through trustee's sale, foreclosure sale, REO Disposition or
otherwise,
exclusive of any portion thereof required to be released to the
related
Borrower; (ii) the realization upon any deficiency judgment
obtained against a
Borrower; (iii) the purchase of a Defaulted Trust Mortgage Loan by
the Series
2006-C5 Directing Certificateholder or the Special Servicer or any
assignee or
Affiliate of either of the foregoing pursuant to Section 3.18; (iv)
the
repurchase of a Trust Mortgage Loan by any Mortgage Loan Seller
pursuant to
Section 7 of the related Mortgage Loan Purchase Agreement or, in
the case of a
Column Trust Mortgage Loan, by the Column Performance Guarantor
pursuant to the
Column Performance Guarantee; (v) the purchase of an A Loan by the
related B
Loan Holder pursuant to the related Intercreditor Agreement; (vi)
the purchase
of any Mortgage Loan by a related Mezzanine Loan Holder; or (vii)
the purchase
of all Trust Mortgage Loans and REO Properties by Holders of more
than 50% of
the Percentage Interests in the Special Servicer, Controlling Class
or the
Master Servicer pursuant to Section 9.01. In the case of the 280
Park Avenue
Loan or any 280 Park Avenue REO Property, "Liquidation Proceeds"
shall be
limited to only such proceeds of the type described in clause (i)
or (ii) of
this definition as are remitted to the Master Servicer on behalf of
the Trust
under a 280 Park Avenue Servicing Agreement.
"Loan Agreement": With respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and
the
Borrower, pursuant to which such Mortgage Loan was made.
"Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.
"Loan Group No. 1": Collectively, all of the Trust Mortgage
Loans
that are identified on the Trust Mortgage Loan Schedule as
belonging to Loan
Group No. 1 and any successor REO Trust Mortgage Loans with respect
thereto.
"Loan Group No. 2": Collectively, all of the Trust Mortgage
Loans
that are identified on the Trust Mortgage Loan Schedule as
belonging to Loan
Group No. 2 and any successor REO Trust Mortgage Loans with respect
thereto.
"Loan-to-Value Ratio": With respect to any Trust Mortgage Loan,
as of any date of determination, the fraction, expressed as a
percentage, the
numerator of which is the principal balance of such Trust Mortgage
Loan (or, in
the case of any A Loan, of the Mortgage Loan Combination) at the
time of
determination, and the denominator of which is the Appraised Value
of the
related Mortgaged Property.
"Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a
Mortgage Loan
to receive revenues therefrom. Any Lock-Box Account shall be
beneficially owned
for federal income tax purposes by the Person who is entitled to
receive the
reinvestment income or gain thereon in accordance with the terms
and provisions
of the related Mortgage Loan and Section 3.06, which Person shall,
if required
under the Code, be taxed on all reinvestment income or gain
thereon. The Master
Servicer shall be permitted to make withdrawals therefrom for
deposit into the
related Cash Collateral Accounts.
"Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box agreement, if any, between the applicable Mortgage Loan
Originator or
the applicable Mortgage Loan Seller and the related Borrower,
pursuant to which
the related Lock-Box Account may have been established.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Mortgage Loan, the
Management Agreement, if any, by and between the Manager and the
related
Borrower, or any successor Management Agreement between such
parties.
"Manager": With respect to any Mortgage Loan, any property
manager for the related Mortgaged Property or Mortgaged
Properties.
"Master Servicer": KRECM, in its capacity as master servicer
with
respect to the Mortgage Loans and any related REO Properties.
"Master Servicer Account": As defined in Section 3.06(a).
"Master Servicer Employees": As defined in Section 3.07(c).
"Master Servicer Remittance Date": With respect to any
Distribution Date, the Business Day preceding such Distribution
Date.
"Master Servicing Fee": With respect to each Trust Mortgage
Loan
and REO Trust Mortgage Loan, the fee payable to the Master Servicer
pursuant to
the first paragraph of Section 3.11(a), which Master Servicing Fee
shall include
any Primary Servicing Fee.
"Master Servicing Fee Rate": With respect to each Trust
Mortgage
Loan and REO Trust Mortgage Loan, the rate per annum specified as
such on the
Trust Mortgage Loan Schedule.
"Material Breach": As defined in Section 2.03(b).
"Material Document Defect": As defined in Section 2.03(b).
"Maturity Date": With respect to any Mortgage Loan as of any
date
of determination, the date on which the last payment of principal
is due and
payable under the related Note, after taking into account all
Principal
Prepayments received prior to such date of determination, but
without giving
effect to (i) any acceleration of the principal of such Mortgage
Loan by reason
of default thereunder, (ii) any grace period permitted by the
related Note or
(iii) any modification, waiver or amendment of such Mortgage Loan
granted or
agreed to by the Master Servicer or the Special Servicer pursuant
to Section
3.20 occurring prior to such date of determination (or, in the case
of the 280
Park Avenue Loan, by the 280 Park Avenue Master Servicer or the 280
Park Avenue
Special Servicer pursuant to a 280 Park Avenue Servicing
Agreement).
"Mezzanine Loan": Any Trust Mortgage constituting "Mezzanine
Debt" or a "Mezzanine Loan," as identified in Exhibit C-2 attached
hereto.
"Mezzanine Loan Collateral": With respect to any Mezzanine
Loan,
any stock, partnership interests, membership interests or other
equity interest
in the related Borrower that has been pledged pursuant to such
Mezzanine Loan.
"Mezzanine Loan Holder": With respect to any Mezzanine Loan,
the
holder or obligee thereof.
"Monthly Interest Distribution Amount": As to any Distribution
Date and any Class of Regular Certificates and the Class A-MFL
Regular Interest,
an amount of interest equal the Accrued Certificate Interest Amount
for such
Class for such Distribution Date, reduced (to not less than zero)
by that
portion, if any, of the Uncovered Prepayment Interest Shortfall
Amount, if any,
for such Distribution Date that is allocable to such Class pursuant
to Section
4.01(b).
"Monthly Payment": With respect to any Mortgage Loan (other
than
any REO Mortgage Loan) and any Due Date, the scheduled monthly
payment of
principal, if any, and interest at the Mortgage Rate, excluding any
Balloon
Payment or Excess Interest, which is payable by the related
Borrower on such Due
Date under the related Note (as such terms may be changed or
modified in
connection with a bankruptcy or similar proceeding involving the
related
Borrower or by reason of a modification, waiver or amendment of
such Mortgage
Loan granted or agreed to by the Master Servicer or the Special
Servicer
pursuant to Section 3.20) (or, in the case of the 280 Park Avenue
Loan, by the
280 Park Avenue Master Servicer or the 280 Park Avenue Special
Servicer pursuant
to a 280 Park Avenue Servicing Agreement), without regard to any
acceleration of
principal of such Mortgage Loan by reason of a default thereunder.
With respect
to an REO Mortgage Loan, the monthly payment, excluding any Balloon
Payment or
Excess Interest, that would otherwise have been payable on the
related Due Date
had the related Note not been discharged, determined as set forth
in the
preceding sentence and on the assumption that all other amounts, if
any, due
thereunder are paid when due.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains
in existence,
"Moody's" shall be deemed to refer to such other nationally
recognized
statistical rating agency or other comparable Person designated by
the
Depositor, notice of which designation shall be given to the other
parties
hereto, and specific ratings of Moody's Investors Service, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated; provided, however, that if such designated party has
not then
assigned a rating to a depository institution, insurer or any other
Person or
item, then any failure to satisfy a requirement under this
Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of
Default or
breach of the Servicing Standard solely as a result of such
failure. References
herein to "applicable rating category" (other than such references
to "highest
applicable rating category") shall, in the case of Moody's, be
deemed to refer
to such applicable rating category of Moody's, without regard to
any plus or
minus or other comparable rating qualification.
"Mortgage": With respect to any Mortgage Loan, the mortgage,
deed
of trust, deed to secure debt or other instrument securing a Note
and creating a
lien on the related Mortgaged Property.
"Mortgage File": With respect to any Trust Mortgage Loan (other
than the 280 Park Avenue Loan), the following documents:
(i) the original Note (or a lost note affidavit with a
customary indemnification provision), bearing, or accompanied
by,
all prior and intervening endorsements or assignments or
allonges
showing a complete chain of endorsement or assignment from the
applicable Mortgage Loan Originator either in blank or to the
applicable Mortgage Loan Seller, and further endorsed (at the
direction of the Depositor given pursuant to the related
Mortgage
Loan Purchase Agreement) by the applicable Mortgage Loan
Seller,
on its face or by allonge attached thereto, without recourse,
in
blank or to the
order of the Trustee in the following form: "Pay
to the order of Wells Fargo Bank, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2006-C5, without recourse, representation or warranty,
express or implied";
(ii) a duplicate original Mortgage or a counterpart
thereof, or if such Mortgage has been returned by the related
recording office, (A) an original, (B) a certified copy or (C)
a
copy thereof from the applicable recording office, and
originals
or counterparts (or originals or certified copies thereof from
the applicable recording office) of any intervening assignments
thereof from the related Mortgage Loan Originator to the
applicable Mortgage Loan Seller, in each case in the form
submitted for recording or, if recorded, with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from the
applicable Mortgage Loan Seller (or the Mortgage Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C5";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from
the Mortgage), and the originals, counterparts or copies of any
intervening assignments thereof from the applicable Mortgage
Loan
Originator of the Trust Mortgage Loan to the applicable
Mortgage
Loan Seller, in each case in the form submitted for recording
or,
if recorded, with evidence of recording thereon;
(v) an original assignment of any related Assignment of
Leases (if such item is a document separate from the Mortgage
and
to the extent not already assigned pursuant to clause (iii)
above), in recordable form (except for any missing recording
information and, if applicable, completion of the name of the
assignee), from the Mortgage Loan Seller (or the Mortgage Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C5";
(vi) an original or copy of any related Security Agreement
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof from
the applicable Mortgage Loan Originator of the Trust Mortgage
Loan to
the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security
Agreement (if such item is a document separate from the
Mortgage
and to the extent not already assigned pursuant to clause (iii)
above), from the Mortgage Loan Seller or the applicable
Mortgage
Loan Originator, either in blank or to "Wells Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C5," which assignment
may
be included as part of an omnibus assignment covering other
documents relating to the Trust Mortgage Loan; provided that
such
omnibus assignment is effective under applicable law;
(viii) originals or copies of all (A) assumption
agreements, (B) modifications, (C) written assurance agreements
and (D) substitution agreements, together with any evidence of
recording thereon or in the form submitted for recording, when
appropriate, in those instances where the terms or provisions
of
the Mortgage, Note or any related security document have been
modified or the Trust Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof (together with all endorsements or riders that were
issued with or subsequent to the issuance of such policy), or
if
the policy has not yet been issued, the original or a copy of a
binding written commitment (which may be a pro forma or
specimen
title insurance policy which has been accepted or approved in
writing by the related title insurance company, or escrow
instructions binding on the title insurer irrevocably
obligating
the title insurer to issue such title insurance policy) or
interim binder, relating to the Trust Mortgage Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Trust Mortgage Loan;
(xi) certified or other copies of all UCC Financing
Statements and continuation statements which show the filing or
recording thereof (or copies thereof in the form submitted for
filing or recording) (including the filing number or other
similar filing information) or, alternatively, other evidence
of
filing or recording (including the filing number or other
similar
filing information) acceptable to the Trustee (including,
without
limitation, evidence of such filed or recorded UCC Financing
Statement as shown on a written UCC search report from a
reputable search firm, such as CSC/LexisNexis Document
Solutions,
Corporation Service Company, CT Corporation System and the like
or printouts of on-line confirmations from such UCC filing or
recording offices or authorized agents thereof) sufficient to
perfect (and maintain the perfection of) the security interest
held by the Mortgage Loan Originator (and each assignee of
record
prior to the Trustee) in and to the personalty of the Borrower
at
the Mortgaged Property that is described in the related
Mortgage
or a separate security agreement, and original UCC Financing
Statement assignments in a form suitable for filing or
recording,
sufficient
to assign such UCC Financing Statements to the
Trustee;
(xii) the original or copy of the power of attorney (with
evidence of recording thereon) granted by the Borrower if the
Mortgage,
Note or other document or instrument referred to above
was not signed by the Borrower;
(xiii) with respect to any debt of a Borrower or mezzanine
borrower permitted under the Trust Mortgage Loan, an original
or
copy of the subordination agreement, standstill agreement or
other intercreditor, co-lender or similar agreement relating to
such other debt, if any, including (if and as applicable) any
Intercreditor Agreement, mezzanine loan documents or preferred
equity documents, together with, if the Trust Mortgage Loan is
an
A Loan, a copy of the Note for each related B Loan;
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related cash
collateral control agreement or lock-box control agreement, as
applicable, and a copy of the UCC Financing Statements, if any,
submitted for filing with respect to the related Mortgage Loan
Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together
with
UCC Financing Statement assignments in a form suitable for
filing
or recording, sufficient to transfer such to the Trustee on
behalf of the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage);
(xvi) the originals of Letters of Credit, if any, relating
to the Trust Mortgage Loan, provided that in connection with
the
delivery of the
Mortgage File to the Trust, such originals shall
be delivered to the Master Servicer and copies thereof shall be
delivered to the Trustee;
(xvii) any environmental insurance policies and any
environmental guaranty or indemnity agreements or copies
thereof;
(xviii) the original or a copy of any Ground Lease, Ground
Lease estoppels and any amendments thereto, if any;
(xix) the original or copy of any property management
agreement;
(xx) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer or assignment documents;
(xxi) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(xxii) the checklist of the related Mortgage Loan
Documents, if any, that is included in the Mortgage File for
the
related Loan.
Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to
include such
documents and instruments required to be included therein unless
they are
actually so received. If any B Loan is being serviced and
administered
hereunder, the Mortgage File for the related Trust Mortgage Loan
shall also
constitute the Mortgage File for such B Loan.
With respect to the 280 Park Avenue Loan, the following
documents
on a collective basis:
(i) the original executed Note for such Loan, endorsed (either
on
the face thereof or pursuant to a separate allonge) "Pay to the
order of Wells
Fargo Bank, N.A., as trustee for the registered holders of Credit
Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 2006-C5, without recourse", or in blank, without recourse
and further
showing a complete, unbroken chain of assignment and endorsement
from the
originator (if such originator is other than the related Mortgage
Loan Seller);
or, alternatively, if the original executed Note has been lost, a
lost note
affidavit and indemnity with a copy of such Note;
(ii) a copy of the executed 280 Park Avenue Intercreditor
Agreement;
(iii) a copy of the 280 Park Avenue Servicing Agreement; and
(iv) a copy of the documents comprising the "Mortgage File"
under
the 280 Park Avenue Servicing Agreement.
"Mortgage Interest Accrual Period": With respect to any
Mortgage
Loan, the period during which interest payable on any particular
related Due
Date accrues pursuant to the related Note.
"Mortgage Loan": Any Trust Mortgage Loan or, to the extent
being
serviced hereunder, any B Loan.
"Mortgage Loan Combination": Any A Loan together with the
related
B Loan.
"Mortgage Loan Combination Custodial Account": With respect to
any Mortgage Loan Combination, the segregated account or accounts
(or, subject
to Section 3.04(i), the sub-account) created and maintained by the
Master
Servicer pursuant to Section 3.04(e) in the name of the Trustee on
behalf of the
Certificateholders and the related B Loan Holder, which, subject to
Section
3.04(i), shall be entitled substantially as follows: "KeyCorp Real
Estate
Capital Markets, Inc. [or the name of any successor Master
Servicer], as Master
Servicer, in trust for Wells Fargo Bank, N.A. [or the name of any
successor
Trustee], as Trustee, on behalf of Holders of Credit Suisse First
Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2006-C5 and [name of the related B Loan Holder], as their interests
may appear."
Each Mortgage Loan Combination Custodial Account shall be an
Eligible Account
(or, subject to Section 3.04(i), a sub-account of an Eligible
Account) and, only
to the extent of amounts therein relating to the subject A Loan,
shall be part
of REMIC I.
"Mortgage Loan Documents": With respect to each Mortgage Loan,
to
the extent applicable, the Loan Agreement, the Mortgage, the Note,
the
Assignment of Leases (if separate from the Mortgage), the Security
Agreement,
any cash management agreement, any Ground Lease, any Letters of
Credit, escrow
or reserve account information relating to the Additional
Collateral Trust
Mortgage Loans, any UCC Financing Statements, the title insurance
policy (or
escrow instructions binding on the title insurer irrevocably
obligating the
title insurer to issue such title insurance policy), all surveys,
all insurance
policies, any environmental liability agreements, any escrow
agreements for
improvements or lease-up, any guaranties related to such Mortgage
Loan, any
prior assignments of Mortgage in the event that the related
Mortgage Loan Seller
is not the originator of record, any collateral assignments of
property
management agreements and other servicing agreements required by
the applicable
commitment and other loan documents, any preferred equity and
mezzanine loan
documents and all modification, consolidation and extension
agreements, if any.
"Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.
"Mortgage Loan Purchase Agreement": Either of the Column
Mortgage
Loan Purchase Agreement or the KeyBank Mortgage Loan Purchase
Agreement.
"Mortgage Loan Sellers": Collectively, Column and KeyBank.
"Mortgage Pool": All of the Trust Mortgage Loans and any
successor REO Trust Mortgage Loans, collectively, as of any
particular date of
determination. The Mortgage Pool shall not include any B Loans.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or
prior to its Maturity Date, the annual rate at which interest is
scheduled (in
the absence of a default and without giving effect to any Revised
Rate) to
accrue on such Mortgage Loan from time to time in accordance with
the related
Note and applicable law; calculated based on (a) the annual rate at
which
interest is scheduled (in the absence of a default and without
giving effect to
any Revised Rate) to accrue on such Mortgage Loan from time to time
in
accordance with the related Note and applicable law, and (b) the
assumption of a
year consisting of twelve 30-day months; (ii) any Mortgage Loan
after its
Maturity Date, the annualized rate described in clause (i) above
determined
without regard to the passage of such Maturity Date; and (iii) any
REO Mortgage
Loan, the annualized rate described in clause (i) or (ii), as
applicable, above,
determined as if the predecessor Mortgage Loan had remained
outstanding.
"Mortgaged Property": The underlying real property (including
any
REO Property) that secures a Mortgage Loan, in each case consisting
of a parcel
or parcels of land improved by a commercial and/or multifamily
building or
facility, together with any personal property (to the extent the
same are owned
by the Borrower and necessary in connection with the operation of
the related
property), fixtures, leases and other property or rights pertaining
thereto.
"Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through which such holder takes
actions with
respect to such Mortgage Loan.
"Net Investment Earnings": (i) With respect to any of the
Collection Account, any Mortgage Loan Combination Custodial
Account, any
Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO
Account, for any Collection Period, and (ii) with respect to any of
the
Distribution Account, the Excess Liquidation Proceeds Account, the
Excess
Interest Distribution Account, the Floating Rate Account and the
Interest
Reserve Account, for any one-month period ending on a Distribution
Date, the
amount, if any, by which the aggregate of all interest and other
income realized
during such period on funds relating to the Trust Fund held in such
account (and
which is not required to be paid to the related Borrower) exceeds
the aggregate
of all losses, if any, incurred during such period in connection
with the
investment of such funds in such account in accordance with Section
3.06.
"Net Investment Loss": (i) With respect to any of the
Collection
Account, any Mortgage Loan Combination Custodial Account, any
Lock-Box Account,
any Cash Collateral Account, any Servicing Account or the REO
Account, for any
Collection Period and (ii) with respect to any of the Distribution
Account, the
Excess Liquidation Proceeds Account, the Excess Interest
Distribution Account,
the Floating Rate Account and the Interest Reserve Account, for any
one-month
period ending on a Distribution Date, the amount, if any, by which
the aggregate
of all losses, if any, incurred during such period in connection
with the
investment of funds relating to the Trust Fund held in such account
(and which
investment is not directed by the related Borrower) in accordance
with Section
3.06 exceeds the aggregate of all interest and other income
realized during such
period on such funds in such account.
"Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by the Trust with respect to
any
Specially Serviced Trust Mortgage Loan or REO Property, over (b)
the amount of
all Liquidation Expenses incurred with respect thereto.
"Net Mortgage Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto) that accrues interest on
a 30/360
Basis, for any Distribution Date, an annual rate equal to the
Original Net
Mortgage Rate for such Trust Mortgage Loan; and
(B) With respect to any Trust Mortgage Loan (or any successor
REO
Trust Mortgage Loan with respect thereto) that accrues interest on
an Actual/360
Basis, for any Distribution Date, an annual rate generally equal to
twelve times
a fraction, expressed as a percentage:
(1) the
numerator of which fraction is, subject to adjustment
as described below in this definition, an amount of
interest equal to the product of (a) the number of days in
the related Interest Accrual Period (disregarding the last
sentence of the definition of Interest Accrual Period),
multiplied by (b) the Stated Principal Balance of such
Trust Mortgage Loan (or such REO Trust Mortgage Loan)
immediately preceding such Distribution Date, multiplied by
(c) 1/360, multiplied by (d) the Original Net Mortgage Rate
for such Trust Mortgage Loan; and
(2) the
denominator of which is the Stated Principal Balance of
such Trust Mortgage Loan (or such REO Mortgage Loan)
immediately preceding that Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2006 (unless the Final Distribution Date occurs in
such month),
then the amount of interest referred to in the fractional numerator
described in
clause (B)(1) above will be decreased to reflect any Withheld
Amounts with
respect to the subject Trust Mortgage Loan (or REO Trust Mortgage
Loan)
transferred from the Distribution Account to the Interest Reserve
Account in
such calendar month. Furthermore, if the subject Distribution Date
occurs during
March of any year subsequent to 2006 (or February, if the final
Distribution
Date occurs in such month), then the amount of interest referred to
in the
fractional numerator described in clause (B)(1) above will be
increased to
reflect any Withheld Amounts with respect to the subject Trust
Mortgage Loan (or
REO Trust Mortgage Loan) transferred from the Interest Reserve
Account to the
Distribution Account for distribution on such Distribution
Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or
REO Trust Mortgage Loan as of any date of determination, a per
annum rate equal
to the related Mortgage Rate minus the related Administrative Fee
Rate.
"Net Operating Income": With respect to any Mortgaged Property,
for any twelve-month period, the total operating revenues derived
from such
Mortgaged Property during such period, minus the total operating
expenses
incurred in respect of such Mortgaged Property during such period,
other than
(i) non-cash items such as depreciation, (ii) amortization, (iii)
actual capital
expenditures and (iv) debt service on the related Mortgage
Loan.
"New Lease": Any lease of REO Property (other than REO Property
related to the 280 Park Avenue Loan) entered into at the direction
of the
Special Servicer on behalf of the Trust, including any lease
renewed, modified
or extended on behalf of the Trust, if the Trust Fund has the right
to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.
"Nonrecoverable P&I Advance": The portion of any P&I
Advance
(including interest accrued thereon at the Reimbursement Rate)
previously made
or proposed to be made in respect of a Trust Mortgage Loan or an
REO Trust
Mortgage Loan (including any P&I Advance that constitutes a
Workout-Delayed
Reimbursement Amount) which, in the judgment (in accordance with
the Servicing
Standard in the case of judgment by the Master Servicer or the
Special Servicer)
of the Master Servicer, the Special Servicer or the Trustee, as
applicable, will
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon, from Late Collections or any other recovery on or in
respect of such
Trust Mortgage Loan or REO Trust Mortgage Loan. The determination
by the Master
Servicer, the Special Servicer or the Trustee, as applicable, that
it has made
(or, in the case of a determination made by the Special Servicer,
that the
Master Servicer or Trustee has made) a Nonrecoverable P&I
Advance or that any
proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered (i) to the
Trustee and
the Special Servicer, in the case of the Master Servicer, (ii) to
the Master
Servicer and the Trustee in the case of the Special Servicer, (iii)
to the
Depositor, the Master Servicer and the Special Servicer, in the
case of the
Trustee, and (iv) in each case, to the Series 2006-C5 Directing
Certificateholder, each B Loan Holder or its designee (if any
Mortgage Loan
Combination or any related REO Trust Mortgage Loan is involved)
(or, in the case
of a B Loan or Companion Loan that is part of a rated commercial
mortgage
securitization, to the related master servicer) and to any
Requesting
Subordinate Certificateholder (at the expense of such Requesting
Subordinate
Certificateholder) setting forth such determination of
nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the
Trustee, as
applicable, forming the basis of such determination (which shall
include but
shall not be limited to information, to the extent available, such
as related
income and expense statements, rent rolls, occupancy status,
property
inspections, and shall include an Appraisal (provided that if an
Appraisal has
been obtained within the past 12 months, no new Appraisal is
required) of the
related Mortgaged Property, the cost of which Appraisal shall,
subject to
Section 3.03(c), be paid from the Collection Account by the Master
Servicer). In
making such recoverability determination, the Master Servicer,
Special Servicer
or Trustee, as applicable, will be entitled (i) to consider (among
other things)
the obligations of only the Borrower under the terms of the related
Mortgage
Loan as it may have been modified, (ii) to consider (among other
things) the
related Mortgaged Properties in their "as is" or then current
conditions and
occupancies, as modified by such party's assumptions (consistent
with the
Servicing Standards in the case of the Master Servicer and the
Special Servicer)
regarding the possibility and effects of future adverse change with
respect to
such Mortgaged Properties, and (iii) to estimate and consider
(among other
things) future expenses and (consistent with the Servicing
Standards in the case
of the Master Servicer and the Special Servicer) the timing of
recoveries. In
addition, in considering whether a P&I Advance is
nonrecoverable, the Master
Servicer, the Special Servicer or the Trustee, as applicable, will
be entitled
to give due regard to the existence of any outstanding
Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with respect to any other
Trust Mortgage
Loans or REO Trust Mortgage Loans the reimbursement of which, at
the time of
such consideration, is being deferred or delayed by the Master
Servicer or the
Trustee because there is insufficient principal available for
such
reimbursement, in light of the fact that proceeds of the Trust
Mortgage Loan or
REO Trust Mortgage Loan as to which a nonrecoverability
determination is being
made are a source of reimbursement not only for the P&I Advance
under
consideration, but also as a potential source of the reimbursement
of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount being
delayed or deferred. The Officer's Certificate referred to in the
second
preceding sentence shall be accompanied by the Appraisal and all
other
supporting documentation relevant to the subject parties'
nonrecoverability
determination. The Trustee shall be entitled to conclusively rely
on the Master
Servicer's determination that a P&I Advance is nonrecoverable.
The Master
Servicer and the Trustee shall conclusively rely on and be bound by
the Special
Servicer's determination that a P&I Advance is nonrecoverable,
provided,
however, that in the absence of such determination by the Special
Servicer, the
Master Servicer and the Trustee will be entitled to make their own
determination
that a P&I Advance is nonrecoverable, and in no event shall a
determination by
the Special Servicer that a previously made or proposed P&I
Advance would be
recoverable be binding on the Master Servicer or Trustee. Any
determination made
by the Master Servicer or any master servicer of the 280 Park
Avenue Companion
Loan regarding the nonrecoverability of any P&I Advance with
respect to any
portion of the 280 Park Avenue Total Loan will be binding on the
Trust Fund and
the trust fund containing the 280 Park Avenue Companion Loan.
"Nonrecoverable Servicing Advance": The portion of any
Servicing
Advance (including interest accrued thereon at the Reimbursement
Rate)
previously made or proposed to be made in respect of a Mortgage
Loan or REO
Property (including any Servicing Advance that constitutes a
Workout-Delayed
Reimbursement Amount) which, in the judgment (in accordance with
the Servicing
Standard in the case of judgment by the Master Servicer or the
Special Servicer)
of the Master Servicer, the Special Servicer or the Trustee, as the
case may be,
will not be ultimately recoverable, together with any accrued and
unpaid
interest thereon, from Late Collections or any other recovery on or
in respect
of such Mortgage Loan or REO Property. The determination by the
Master Servicer,
the Special Servicer or the Trustee, as the case may be, that it
has made (or,
in the case of a determination made by the Special Servicer, that
the Master
Servicer, the Special Servicer or the Trustee has made) a
Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made,
would
constitute a Nonrecoverable Servicing Advance, shall be evidenced
by an
Officer's Certificate delivered (i) to the Trustee and the Special
Servicer, in
the case of the Master Servicer, (ii) to the Master Servicer and
the Trustee in
the case of the Special Servicer, (iii) to the Depositor, the
Special Servicer
and the Master Servicer, in the case of the Trustee, and (iv) and
in each case,
to the Series 2006-C5 Directing Certificateholder, to each B Loan
Holder or its
designee (if any Mortgage Loan Combination or any related REO
Property is
involved) (or, in the case of a B Loan or Companion Loan that is
part of a rated
commercial mortgage securitization, to the related master servicer)
and to any
Requesting Subordinate Certificateholder (at the expense of such
Requesting
Subordinate Certificateholder). The Officer's Certificate shall set
forth such
determination of nonrecoverability and the considerations of the
Master
Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis
of such determination (which shall include but shall not be limited
to
information, to the extent available, such as related income and
expense
statements, rent rolls, occupancy status and property inspections,
and shall
include an Appraisal (provided that if an Appraisal has been
obtained within the
past 12 months, no new Appraisal is required) of the related
Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be
paid from the
Collection Account by the Master Servicer). In making such
recoverability
determination, the Master Servicer, the Special Servicer or
Trustee, as
applicable, will be entitled (i) to consider (among other things)
the
obligations of only the Borrower under the terms of the related
Mortgage Loan as
it may have been modified, (ii) to consider (among other things)
the related
Mortgaged Properties in their "as is" or then current conditions
and
occupancies, as modified by such party's assumptions (consistent
with the
Servicing Standards in the case of the Master Servicer and the
Special Servicer)
regarding the possibility and effects of future adverse change with
respect to
such Mortgaged Properties, and (iii) to estimate and consider
(among other
things) future expenses and (consistent with the Servicing
Standards in the case
of the Master Servicer and the Special Servicer) the timing of
recoveries. In
addition, in considering whether a Servicing Advance is
nonrecoverable, the
Master Servicer, the Special Servicer or the Trustee, as
applicable, will be
entitled to give due regard to the existence of any outstanding
Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to any
other Trust
Mortgage Loans or REO Trust Mortgage Loans the reimbursement of
which, at the
time of such consideration, is being deferred or delayed by the
Master Servicer
or the Trustee because there is insufficient principal available
for such
reimbursement, in light of the fact that proceeds of the Trust
Mortgage Loan or
REO Trust Mortgage Loan as to which a nonrecoverability
determination is being
made are a source of reimbursement not only for the Servicing
Advance under
consideration, but also as a potential source of the reimbursement
of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount being
delayed or deferred. The Officer's Certificate referred to in the
second
preceding sentence shall be accompanied by the Appraisal and all
other
supporting documentation relevant to the subject parties'
nonrecoverability
determination. The Trustee will be entitled to conclusively rely on
the Master
Servicer's determination that a Servicing Advance is
nonrecoverable. The Master
Servicer and the Trustee shall conclusively rely on and be bound by
the Special
Servicer's determination that a Servicing Advance is a
Nonrecoverable Servicing
Advance, provided, however, that in the absence of such
determination by the
Special Servicer, the Master Servicer and the Trustee will be
entitled to make
their own determination that a Servicing Advance is a
Nonrecoverable Servicing
Advance, and in no event shall a determination by the Special
Servicer that a
previously made or proposed Servicing Advance would be recoverable
be binding on
the Master Servicer or Trustee.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing
Date, the
Class A-X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class R, Class
LR and Class V Certificates will constitute Non-Registered
Certificates.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under
a Mortgage
Loan, together with any rider, addendum or amendment thereto.
"Notional Balance": For any date of determination, the Class
A-X
Notional Amount or the Class A-SP Notional Amount, as
applicable.
"Officer's Certificate": A certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer, or a
Responsible Officer
of the Trustee, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Master Servicer or the
Special Servicer,
acceptable in form and delivered to the Trustee, except that any
opinion of
counsel relating to (a) the qualification of either REMIC Pool as a
REMIC or the
Grantor Trust Pool as a Grantor Trust, (b) compliance with the
REMIC Provisions
or Grantor Trust Provisions or (c) the resignation of the
Depositor, the Master
Servicer or the Special Servicer pursuant to Section 6.04 must be
an opinion of
counsel that is Independent of the Depositor, the Master Servicer
or the Special
Servicer, as applicable.
"Optimal Interest Distribution Amount": As to any Distribution
Date and any Class of Regular Certificates (other than the Class
A-MFL
Certificates) and the Class A-MFL Regular Interest, the sum of the
Monthly
Interest Distribution Amount and the Unpaid Interest Shortfall
Amount for such
Class for such Distribution Date. As to any Distribution Date and
any
Uncertificated REMIC I Interest, the sum of the Monthly Interest
Distribution
Amount and the Unpaid Interest Shortfall Amount for such
Uncertificated REMIC I
Interest for such Distribution Date.
"Original Certificate Balance": With respect to any Class of
Regular Certificates (other than the Class A-X and Class A-SP
Certificates) and
the Class A-MFL Regular Interest, the initial aggregate principal
amount thereof
as of the Closing Date, in each case as specified in the
Preliminary Statement
hereto.
"Original Column Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original KeyBank Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.
"Original Net Mortgage Rate": With respect to any Trust
Mortgage
Loan, the Net Mortgage Rate in effect for such Trust Mortgage Loan
as of the
Closing Date (or, in the case of any Trust Mortgage Loan
substituted in
replacement of another Trust Mortgage Loan pursuant to or as
contemplated by the
related Mortgage Loan Purchase Agreement, as of the date of
substitution).
"Original REMIC I Principal Amount": With respect to any Class
of
Uncertificated REMIC I Interests, the principal amount thereof as
of the Closing
Date, in each case as specified in the Preliminary Statement
hereto.
"Original Trust Mortgage Loans": As defined in the Preliminary
Statement to this Agreement.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": In the case of any Certificate, any
ownership or security interest in such Certificate as the Holder
thereof and any
other interest therein, whether direct or indirect, legal or
beneficial, as
owner or as pledgee.
"P&I Advance": As to any Trust Mortgage Loan or REO Trust
Mortgage Loan, any advance made by the Master Servicer or the
Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.
"Pass-Through Rate": With respect to each Class of Certificates
and the Class A-MFL Regular Interest, the respective per annum rate
listed
below:
Class A-1.......................... Class A-1
Pass-Through Rate
Class A-2.......................... Class A-2
Pass-Through Rate
Class A-AB......................... Class A-AB
Pass-Through Rate
Class A-3.......................... Class A-3
Pass-Through Rate
Class A-1-A........................ Class A-1-A
Pass-Through Rate
Class A-X.......................... Class A-X
Pass-Through Rate
Class A-SP......................... Class A-SP
Pass-Through Rate
Class A-M.......................... Class A-M
Pass-Through Rate
Class A-MFL Regular Interest....... Class A-MFL
Regular Interest
Pass-Through Rate
Class A-MFL........................ Class A-MFL
Pass-Through Rate
Class A-J.......................... Class A-J
Pass-Through Rate
Class B............................ Class B
Pass-Through Rate
Class C............................ Class C
Pass-Through Rate
Class D............................ Class D
Pass-Through Rate
Class E............................ Class E
Pass-Through Rate
Class F............................ Class F
Pass-Through Rate
Class G............................ Class G
Pass-Through Rate
Class H............................ Class H
Pass-Through Rate
Class J............................ Class J
Pass-Through Rate
Class K............................ Class K
Pass-Through Rate
Class L............................ Class L
Pass-Through Rate
Class M............................ Class M
Pass-Through Rate
Class N............................ Class N
Pass-Through Rate
Class O............................ Class O
Pass-Through Rate
Class P............................ Class P
Pass-Through Rate
Class Q............................ Class Q
Pass-Through Rate
"Penalty Charges": The Default Interest and/or late payment
charges that are paid or payable, as the context may require, in
respect of any
Mortgage Loan or REO Mortgage Loan.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest equal to the denomination of such Certificate, as set
forth on the face
thereof, divided by the initial Certificate Balance (or, in the
case of the
Class A-X and Class A-SP Certificates, the Notional Balance) of
such Class of
Certificates as of the Closing Date. With respect to the Class V or
Residual
Certificates, the percentage interest as set forth on the face
thereof.
"Performance Certification": As defined in Section 11.08.
"Performing Mortgage Loan": Any Performing Trust Mortgage Loan
or
any B Loan as to which the related Trust Mortgage Loan is a
Performing Trust
Mortgage Loan.
"Performing Party": As defined in Section 11.14.
"Performing Trust Mortgage Loan": As of any date of
determination, any Trust Mortgage Loan as to which no Servicing
Transfer Event
then exists as described in the definition of "Servicing Transfer
Event."
"Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the
Depositor, the
Master Servicer, the Special Servicer, the Trustee or any of their
respective
Affiliates and having the required ratings, if any, provided for in
this
definition:
(i) direct obligations of, and obligations fully guaranteed
as to timely payment of principal and interest by, the United
States of America, FNMA, FHLMC or any agency or instrumentality
of the United States of America; provided that such obligations
have a remaining term to maturity of one year or less from the
date of acquisition and which are backed by the full faith and
credit of the United States of America; provided, further, that
any obligation of, or guarantee by, FNMA or FHLMC, other than
an
unsecured senior debt obligation of FNMA or FHLMC, shall be a
Permitted Investment only if such investment would not result
in
the downgrading, withdrawal or qualification of the
then-current
rating assigned by each Rating Agency to any Certificate as
confirmed in writing;
(ii) time deposits, unsecured certificates of deposit or
bankers' acceptances that mature in one year or less after the
date of issuance and are issued or held by any depository
institution or trust company incorporated or organized under
the
laws of the United States of America or any State thereof and
subject to supervision and examination by federal or state
banking authorities, so long as the commercial paper or other
short-term debt obligations of such depository institution or
trust company are rated in the highest short-term debt rating
category of each Rating Agency or such other ratings as will
not
result in the downgrading, withdrawal or qualification of the
then-current rating assigned by each Rating Agency to any
Certificate, as confirmed in writing by such Rating Agency;
(iii) repurchase agreements or obligations with respect to
any security described in clause (i) above where such security
has a remaining maturity of one year or less and where such
repurchase obligation has been entered into with a depository
institution or trust company (acting as principal) described in
clause (ii) above;
(iv) debt obligations maturing in one year or less from the
date of acquisition bearing interest or sold at a discount
issued
by any corporation incorporated under the laws of the United
States of America or any state thereof, which securities have
(A)
ratings in the highest long-term unsecured debt rating category
of each Rating Agency or (B) such other ratings (as confirmed
by
the applicable Rating Agency in writing) as will not result in
a
downgrade, qualification or withdrawal of the then-current
rating
of the
Certificates that are currently being rated by such Rating
Agency; provided, however, that securities issued by any
particular corporation will not be Permitted Investments to the
extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation and
held in the accounts established hereunder to exceed 10% of the
sum of the aggregate principal balance and the aggregate
principal amount of all Permitted Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) payable
on
demand or on a specified date maturing in one year or less
after
the date of issuance thereof and which is rated in the highest
short-term unsecured debt rating category of each Rating
Agency;
(vi)
units of investment funds that maintain a constant net
asset value and money market funds having the highest rating
from
each Rating Agency for money market funds; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, with respect to which each
Rating Agency shall have confirmed in writing that such
investment will not result in a downgrade, qualification or
withdrawal of the then-current rating of the Certificates that
are currently being rated by such Rating Agency;
provided that such instrument or security qualifies as a "cashflow
investment"
pursuant to Section 860G(a)(6) of the Code; and provided further
(a) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary
or change and (b) any such investment that provides for a variable
rate of
interest must have an interest rate that is tied to a single
interest rate index
plus a fixed spread, if any, and move proportionately with such
index.
"Permitted Mezzanine Loan Holder": With respect to any
Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional
Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating
Agency has
confirmed in writing to the Master Servicer, the Special Servicer
and the
Trustee that the holding of such Mezzanine Loan by such Person
would not cause a
qualification, downgrade or withdrawal of any of such Rating
Agency's
then-current ratings on the Certificates.
"Permitted Transferee": Any Transferee of a Class R or Class LR
Certificate other than a Disqualified Organization, a Non-United
States Tax
Person or a foreign permanent establishment or fixed base (each
within the
meaning of the applicable income tax treaty) of a United States Tax
Person;
provided, however, that if a Transferee is classified as a
partnership under the
Code, such Transferee shall only be a Permitted Transferee if all
of its direct
or indirect (except through a U.S. corporation) beneficial owners
are (and must
be under the applicable partnership agreement) United States Tax
Persons and the
governing documents of the Transferee prohibit a transfer of any
interest in the
Transferee to any Non-United States Tax Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": Any of those retirement plans and other employee
benefit
plans, including individual retirement accounts and annuities,
Keogh plans and
collective investment funds and separate accounts in which such
plans, accounts
or arrangements are invested, including insurance company general
accounts, that
are subject to Title I of ERISA, Section 4975 of the Code or
Similar Law.
"Plurality Residual Certificateholder": As to any taxable year
of
(i) REMIC I or (ii) REMIC II, the Holder of Certificates evidencing
the largest
Percentage Interest in the (i) Class LR Certificates or (ii) Class
R
Certificates, respectively.
"Prepayment Assumption": With respect to all Trust Mortgage
Loans
other than the ARD Trust Mortgage Loans, the assumption that all
payments
required to be made on such Trust Mortgage Loans according to their
contractual
terms (including repayment in full on their respective maturity
dates) are so
made. With respect to all ARD Trust Mortgage Loans, the assumption
that the ARD
Trust Mortgage Loans will be fully prepaid on their related
Anticipated
Repayment Dates.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each Trust Mortgage Loan that was subject to a voluntary
Principal
Prepayment in full or in part, or as to which Insurance and
Condemnation
Proceeds were received by the Master Servicer or the Special
Servicer for
application to such Trust Mortgage Loan, in each case after the Due
Date in the
month of such Distribution Date and on or prior to the related
Determination
Date, the amount of interest accrued at the related Net Mortgage
Rate for such
Trust Mortgage Loan, on the amount of such Principal Prepayment or,
insofar as
they represent an early collection of principal, such Insurance and
Condemnation
Proceeds (net of any portion of such interest that represents
Penalty Charges or
Excess Interest) after the end of the Mortgage Interest Accrual
Period relating
to such Due Date and accruing in the manner set forth in the
Mortgage Loan
Documents relating to such Trust Mortgage Loan, to the extent such
interest is
collected by or remitted to the Master Servicer or the Special
Servicer.
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Trust Mortgage Loan that was subject to a voluntary
Principal
Prepayment in full or in part, or as to which Insurance and
Condemnation
Proceeds were received by the Master Servicer or the Special
Servicer for
application to such Trust Mortgage Loan, in each case after the
Determination
Date in the calendar month preceding such Distribution Date but
prior to the Due
Date in the related Collection Period to the extent not collected
from the
borrower, the amount of uncollected interest that would have
accrued at the Net
Mortgage Rate for such Trust Mortgage Loan, plus the Trustee Fee
Rate, on the
amount of such Principal Prepayment or, insofar as they represent
an early
collection of principal, such Insurance and Condemnation Proceeds
(net of any
portion of such interest that represents Penalty Charges or Excess
Interest)
during the period commencing on the date as of which such Principal
Prepayment
or Insurance and Condemnation Proceeds were applied to the unpaid
principal
balance of the Trust Mortgage Loan and ending on (and including)
the day
immediately preceding such Due Date. For the avoidance of doubt,
any Prepayment
Interest Shortfall with respect to the 280 Park Avenue Loan shall
be determined
in accordance with the Series 2006-C4 Pooling and Servicing
Agreement and shall
not be payable by the Master Servicer.
"Primary Servicer": Any initial master servicer or any other
subservicer specifically identified as a "Primary Servicer" on
Exhibit N hereto
or in a Sub-Servicing Agreement between the Master Servicer and
such
subservicer, in its capacity as a primary servicer, or any
successors thereto.
Notwithstanding any other provision herein to the contrary, the
Master Servicer
shall be a "Primary Servicer" hereunder, and no Sub-Servicing
Agreement shall be
required with respect to any such Primary Servicer.
"Primary Servicing Agreement": Each of the Sub-Servicing
Agreements dated as of December 1, 2006, by and between a Master
Servicer and a
Primary Servicer.
"Primary Servicing Fee": Any primary servicing fee payable to
the
Primary Servicer pursuant to the Primary Servicing Agreement.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change
from time to
time. If The Wall Street Journal ceases to publish the "prime
rate," then the
Trustee, in its sole discretion, 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 the Master Servicer
and the Special
Servicer in writing of its selection.
"Principal Balance Certificate": Any of the Class A-1, Class
A-2,
Class A-AB, Class A-3, Class A-1-A, Class A-MFL, Class A-M, Class
A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class O, Class P and Class Q Certificates.
"Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is received (including in the case
of the 280
Park Avenue Loan, by the 280 Park Avenue Master Servicer or the 280
Park Avenue
Special Servicer on behalf of the Trust) in advance of its
scheduled Due Date
and that is not accompanied by an amount of interest (without
regard to any
Static Prepayment Premium, Yield Maintenance Charge and/or Excess
Interest 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;
provided
that "Principal Prepayment" shall not include any such payment of
principal made
out of Insurance and Condemnation Proceeds or Liquidation
Proceeds.
"Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan Seller, the Series
2006-C5 Directing
Certificateholder, each B Loan Holder, a Rating Agency, a designee
of the
Depositor, a Certificateholder, a Certificate Owner or, a
prospective purchaser
(or licensed or registered investment advisor acting on their
behalf) of a
Certificate or any interest therein upon receipt from the Series
2006-C5
Directing Certificateholder, any B Loan Holder, any designee of the
Depositor,
any Certificateholder or such Certificate Owner or prospective
purchaser of an
investor certification (which may be in electronic form), the form
of which is
attached hereto as Exhibit S-1 or Exhibit S-2, as applicable, or
any other
Person designated by the Depositor. The Trustee shall (and the
Master Servicer
may) provide all Privileged Persons with access to certain
restricted
information on its Website (in the case of the Series 2006-C5
Directing
Certificateholder, any B Loan Holder, any designee of the
Depositor, any
Certificateholder, any Certificate Owner or prospective purchaser,
upon receipt
of such investor certification) through the use of a restricted
mechanism on its
Website.
"Prohibited Party": Any party that (i) is listed on the
Depositor's Do Not Hire List or (ii) is a proposed Servicing
Function
Participant for which the Master Servicer, the Special Servicer or
the Trustee
that seeks to retain such Servicing Function Participant has actual
knowledge
that such party at any point prior to such hiring, assignment or
transfer failed
to comply in all material respects with the Servicing Function
Participant's
obligations under Regulation AB with respect to any other
securitization.
"Proposed Plan": As defined in Section 3.17(a).
"Prospectus": Collectively, the Base Prospectus and the
Prospectus Supplement, together.
"Prospectus Supplement": That certain prospectus supplement
dated
December 13, 2006, relating to the Registered Certificates, that is
a supplement
to the Base Prospectus.
"PTE": A prohibited transaction exemption, as issued by the
United States Department of Labor.
"Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller pursuant to Section 7 of
the related
Mortgage Loan Purchase Agreement or, in the case of a Column Trust
Mortgage
Loan, by the Column Performance Guarantor, (b) the Series 2006-C5
Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer
pursuant to
or as contemplated by Section 3.18(c), or an assignee or Affiliate
of either
thereof, in any case, pending determination of Fair Value, (c) the
related B
Loan Holder with respect to any Mortgage Loan Combination pursuant
to the
related Intercreditor Agreement, or (d) by the holders of more than
50% of the
Percentage Interests in the Controlling Class, the Special Servicer
or the
Master Servicer pursuant to Section 9.01, a price equal to the sum
of the
following:
(i) the outstanding principal balance of such Trust
Mortgage Loan as of the date of purchase;
(ii) all accrued and unpaid interest on such Trust Mortgage
Loan (exclusive of Default Interest and Excess Interest, if
any)
to but not including the Due Date in the Collection Period of
purchase (which includes unpaid Master Servicing Fees) and all
related Special Servicing Fees accrued and unpaid with respect
to
such Trust
Mortgage Loan;
(iii) all related unreimbursed Servicing Advances (or such
Advances reimbursed by the Trust Fund out of general
collections
on the Mortgage Pool) plus accrued and unpaid interest on
related
Advances at the Reimbursement Rate;
(iv) if such Trust Mortgage Loan is being repurchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the case of a Column
Trust Mortgage Loan, by the Column Performance Guarantor, in
either case, following the expiration of the applicable cure
period (as it may be extended), the amount of the Liquidation
Fee
payable to the Special Servicer;
(v) if such Trust Mortgage Loan is being repurchased by the
related B Loan Holder pursuant to the related A/B Intercreditor
Agreement, the amount of the Liquidation Fee payable to the
Special Servicer, if such purchase occurs after 90 days of the
related Trust Mortgage Loan becoming a Specially Serviced Trust
Mortgage Loan; and
(vi)
if such Trust Mortgage Loan is being purchased by a
Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the case of a Column
Trust Mortgage Loan, by the Column Performance Guarantor, all
reasonable out-of-pocket expenses reasonably incurred or to be
incurred by the Master Servicer, the Special Servicer, the
Depositor and the Trustee in respect of the Breach or Defect
giving rise to the repurchase obligation, including any
expenses
arising out of the enforcement of the repurchase obligation
and,
without duplication of any amounts described above in this
definition, any Trust Fund expenses incurred prior to such
purchase date with respect to such Trust Mortgage Loan.
With respect to any Defaulted Trust Mortgage Loan to be purchased
by the Series
2006-C5 Directing Certificateholder (or any assignee thereof) or
the Special
Servicer (or any Affiliate thereof) pursuant to Section 3.18(b) or
3.18(c)
following determination of Fair Value, the Purchase Price will
equal the Fair
Value of such Defaulted Trust Mortgage Loan. With respect to any
REO Property to
be sold pursuant to Section 3.18(e), the Purchase Price will equal
the amount
calculated in accordance with the second preceding sentence in
respect of the
related REO Trust Mortgage Loan (or, if such REO Property relates
to any
Mortgage Loan Combination, in respect of all of the related REO
Mortgage Loans
and treating the B Loans as if they were Trust Mortgage Loans).
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with
at least five years of experience in respect of the relevant
geographic location
and property type.
"Qualified Institutional Buyer": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities
Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an insurance company or
security or bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction and that has a claims paying ability that is rated (or
is
guaranteed or backed in writing by an entity with long-term
unsecured debt that
is rated) at least "A-" by S&P and "A3" by Moody's (if then
rated by Moody's),
(ii) with respect to the fidelity bond and errors and omissions
Insurance Policy
required to be maintained pursuant to Section 3.07(c), an insurance
company that
has a claims paying ability that is rated (or is guaranteed or
backed by an
entity with long-term unsecured debt that is rated) no lower than
two ratings
below the rating assigned to the then highest rated outstanding
Certificate, but
in no event lower than "A3" by Moody's (if then rated by Moody's)
and "A-" by
S&P or, in the case of clauses (i) and (ii), such other rating
as each Rating
Agency shall have confirmed in writing will not cause such Rating
Agency to
downgrade, qualify or withdraw the then-current rating assigned to
any of the
Certificates that are then currently being rated by such Rating
Agency.
"Qualified Substitute Trust Mortgage Loan": A mortgage loan
which
must, on the date of substitution: (i) have an outstanding
principal balance,
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of the Stated
Principal
Balance of the Deleted Trust Mortgage Loan as of the Due Date in
the calendar
month during which the substitution occurs; (ii) have a Mortgage
Rate not less
than the Mortgage Rate of the Deleted Trust Mortgage Loan; (iii)
have the same
Due Date as the Deleted Trust Mortgage Loan; (iv) accrue interest
on the same
basis as the Deleted Trust Mortgage Loan (for example, on the basis
of a 360-day
year and the actual number of days elapsed); (v) have a remaining
term to stated
maturity not greater than, and not more than two years less than,
the remaining
term to stated maturity of the Deleted Trust Mortgage Loan; (vi)
have an
original Loan-to-Value Ratio not higher than that of the Deleted
Trust Mortgage
Loan and a current Loan-to-Value Ratio not higher than the then
current
Loan-to-Value Ratio of the Deleted Trust Mortgage Loan; (vii)
materially comply
as of the date of substitution with all of the representations and
warranties
set forth in the applicable Mortgage Loan Purchase Agreement;
(viii) have an
Environmental Assessment that indicates no material adverse
environmental
conditions with respect to the related Mortgaged Property and which
will be
delivered as a part of the related Servicing File; (ix) have an
original Debt
Service Coverage Ratio of not less than the original Debt Service
Coverage Ratio
of the Deleted Trust Mortgage Loan and a current Debt Service
Coverage Ratio of
not less than the then-current Debt Service Coverage Ratio of the
Deleted Trust
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the
applicable
Mortgage Loan Seller's expense) to be a "qualified replacement
mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a
maturity date
after the date two years prior to the Rated Final Distribution
Date; (xii) not
be substituted for a Deleted Trust Mortgage Loan unless the Trustee
has received
prior confirmation in writing by each Rating Agency that such
substitution will
not result in the withdrawal, downgrade, or qualification of the
rating assigned
by such Rating Agency to any Class of Certificates then rated by
such Rating
Agency (the cost, if any, of obtaining such confirmation to be paid
by the
applicable Mortgage Loan Seller); (xiii) have been approved by the
Series
2006-C5 Directing Certificateholder in its sole discretion; (xiv)
prohibit
defeasance within two years after the Closing Date; and (xv) not be
substituted
for a Deleted Trust Mortgage Loan if it would result in the
termination of the
REMIC status of either REMIC Pool or the imposition of tax on any
of such REMIC
Pool other than a tax on income expressly permitted or contemplated
to be
received by the terms of this Agreement, as determined by an
Opinion of Counsel.
In the event that one or more mortgage loans are substituted for
one or more
Deleted Trust Mortgage Loans, then the amounts described in clause
(i) shall be
determined on the basis of aggregate principal balances and the
rates described
in clause (ii) above and the remaining term to stated maturity
referred to in
clause (v) above shall be determined on a weighted average basis;
provided that
no interest rate on any individual Qualified Substitute Trust
Mortgage Loan,
less the related Master Servicing Fee Rate and the Trustee Fee Rate
may be less
than the lowest fixed Pass-Through Rate on any Class of Principal
Balance
Certificates. When a Qualified Substitute Trust Mortgage Loan is
substituted for
a Deleted Trust Mortgage Loan, the applicable Mortgage Loan Seller
shall certify
that such Trust Mortgage Loan meets all of the requirements of the
above
definition and shall send such certification to the Trustee.
"Rated Certificate": Any of the Certificates to which a rating
has been assigned by either Rating Agency at the request of the
Depositor.
"Rated Final Distribution Date": The Distribution Date in
December 2039.
"Rating Agency": Each of S&P and Moody's.
"Realized Loss": With respect to:
(1) each defaulted Trust Mortgage Loan as to which a Final
Recovery Determination has been made, or with respect to any
successor
REO Trust Mortgage Loan as to which a Final Recovery Determination
has
been made as to the related REO Property, an amount (not less than
zero)
equal to (a) the unpaid principal balance of such Trust Mortgage
Loan or
REO Trust Mortgage Loan, as the case may be, as of the commencement
of
the Collection Period in which the Final Recovery Determination
was
made, plus (b) without taking into account the amount described
in
subclause (1)(d) of this definition, all unpaid interest accrued
in
respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as
the
case may be, to but not including the related Due Date in the
Collection
Period in which the Final Recovery Determination was made,
exclusive,
however, of any portion of such unpaid interest that constitutes
Default
Interest or, in the case of an ARD Trust Mortgage Loan after
its
Anticipated Repayment Date, Excess Interest, plus (c) without
duplication of amounts described in subclauses (1)(a) and (b)
above, any
unreimbursed P&I Advances and Servicing Advances, and interest
thereon,
minus (d) all payments and proceeds, if any, received in respect of
such
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
be,
during the Collection Period in which such Final Recovery
Determination
was made that are applied as a recovery of principal of, or
interest on,
such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
may be;
(2) each defaulted Trust Mortgage Loan as to which any portion
of
the principal or past due interest payable thereunder was canceled
in
connection with a bankruptcy, insolvency or similar proceeding
involving
the related Borrower or a modification, waiver or amendment of
such
Trust Mortgage Loan granted or agreed to by the Master Servicer or
the
Special Servicer pursuant to Section 3.20, the amount of such
principal
or past due interest (other than any Default Interest and, in the
case
of an ARD Trust Mortgage Loan after its Anticipated Repayment
Date,
Excess Interest) so canceled; and
(3) each defaulted 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, insolvency or similar
proceeding
involving the related Borrower or a modification, waiver or
amendment of
such Trust Mortgage Loan granted or agreed to by the Master
Servicer or
the Special Servicer pursuant to Section 3.20, the amount of
any
consequent
reduction in the interest portion of each successive Monthly
Payment due thereon (each such Realized Loss to be deemed to have
been
incurred on the Due Date for each affected Monthly Payment).
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Reference Rate": With respect to any Distribution Date from
and
including the January 2007 Distribution Date to and including the
December 2013
Distribution Date, the corresponding rate per annum set forth on
Exhibit L
hereto.
"Registered Certificate": Any Certificate that has been subject
to registration under the Securities Act. As of the Closing Date,
the Class A-1,
Class A-2, Class A-AB, Class A-3, Class A-1-A, Class A-SP, Class
A-MFL, Class
A-M and Class A-J Certificates constitute Registered
Certificates.
"Regular Certificate": Any Class of Certificates (other than
the
Residual or Class V Certificates).
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, a single global Certificate, or
multiple
global Certificates collectively, in definitive, fully registered
form without
interest coupon, each of which Certificates bears a Regulation S
Legend.
"Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United
States in
reliance on Regulation S, a legend generally to the effect that
such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
Release Date
except pursuant to an exemption from the registration requirements
of the
Securities Act.
"Reimbursement Rate": The rate per annum applicable to the
accrual of interest on Servicing Advances in accordance with
Section 3.03(d) and
P&I Advances in accordance with Section 4.03(d), which rate per
annum shall
equal the Prime Rate.
"Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R, Class LR and Class V
Certificates), the
date that is 40 days following the later of (i) the commencement of
the offering
of such Non-Registered Certificates to Persons other than
distributors in
reliance upon Regulation S under the Securities Act and (ii) the
date of closing
of such offering.
"Relevant Servicing Criteria": The Servicing Criteria
applicable
to each Reporting Servicer (as set forth, with respect to the
Master Servicer,
the Special Servicer and the Trustee, on Exhibit U attached
hereto). For
clarification purposes, multiple Reporting Servicers can have
responsibility for
the same Relevant Servicing Criteria and some of the Servicing
Criteria will not
be applicable to certain Reporting Servicers. With respect to a
Servicing
Function Participant engaged by the Trustee, the Master Servicer or
the Special
Servicer, the term "Relevant Servicing Criteria" refers to the
items of the
Relevant Servicing Criteria applicable to the Trustee, the Master
Servicer or
the Special Servicer that engaged such Servicing Function
Participant that are
applicable to such Servicing Function Participant based on the
functions it has
been engaged to perform.
"Remaining Principal Distribution Amount": As to any
Distribution
Date and any Class of Subordinate Certificates, the amount, if any,
by which the
Total Principal Distribution Amount for such Distribution Date
exceeds the
aggregate amount distributed in respect of Total Principal
Distribution Amounts
on such Distribution Date to all Classes senior to such Class.
"REMIC": A "real estate mortgage investment conduit" as defined
in Section 860D of the Code.
"REMIC I": One of two separate REMICs comprising the Trust
Fund,
the assets of which consist of the Trust Mortgage Loans (exclusive
of any Broker
Strip Interest and any Excess Interest) or any REO Property with
respect thereto
(exclusive of any interest therein that a B Loan Holder may have),
such amounts
related thereto as shall from time to time be held in the
Collection Account,
the Interest Reserve Account, the REO Account (exclusive of any
such amounts
that are allocable to a B Loan), if any, and the REMIC I
Distribution Account
and, except as otherwise provided in this Agreement, all other
property included
in the Trust Fund that is not in REMIC II or designated as a
Grantor Trust Pool
asset in the Preliminary Statement hereto.
"REMIC I Distribution Account": The account, accounts or,
subject
to Section 3.04(i), subaccount created and maintained by the
Trustee, which,
subject to Section 3.04(i), shall be entitled "Wells Fargo Bank,
N.A. [or the
name of any successor Trustee], as Trustee, in trust for Holders of
Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-C5, REMIC I Distribution Account," and
which shall be
an Eligible Account or, subject to Section 3.04(i), a subaccount of
an Eligible
Account.
"REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original REMIC I Principal Amount of
such Class as
specified in the Preliminary Statement hereto, and (ii) as of any
date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.03(h)); provided that:
(i) with respect to the Class A-1 Certificates, (A) the REMIC I
Principal Amount of the Class LA-1-1 Uncertificated Interest shall
be
the lesser of $6,344,000 and the Class Principal Balance of the
Class
A-1 Certificates minus $44,656,000 but not less than zero, and (B)
the
REMIC I Principal Amount of the Class LA-1-2 Uncertificated
Interest
shall be the lesser of $44,656,000 and the Class Principal Balance
of
the Class A-1 Certificates;
(ii) with respect to the Class A-2 Certificates, (A) the REMIC
I
Principal Amount for the Class LA-2-1 Uncertificated Interest shall
be
the lesser of $57,319,000 and the Class Principal Balance of the
Class
A-2 Certificates minus $162,681,000 but not less than zero, (B)
the
REMIC I Principal Amount for the Class LA-2-2 Uncertificated
Interest
shall be the lesser of $105,853,000 and the Class Principal Balance
of
the Class A-2 Certificates minus $56,828,000 but not less than
zero, and
(C) the REMIC I Principal Amount for the Class LA-2-3
Uncertificated
Interest shall be the lesser of $56,828,000 and the Class
Principal
Balance of the Class A-2 Certificates;
(iii) with respect to the Class A-AB Certificates, (A) the
REMIC
I Principal Amount of the Class LA-AB-1 Uncertificated Interest
shall be
the lesser of $69,284,000 and the Class Principal Balance of the
Class
A-AB Certificates minus $79,919,000 but not less than zero, and (B)
the
REMIC I Principal Amount of the Class LA-AB-2 Uncertificated
Interest
shall be the lesser of $79,919,000 and the Class Principal Balance
of
the Class A-AB Certificates;
(iv) with respect to the Class A-3 Certificates, (A) the REMIC
I
Principal Amount for the Class LA-3-1 Uncertificated Interest shall
be
the lesser of $167,194,000 and the Class Principal Balance of the
Class
A-3 Certificates minus $1,032,806,000 but not less than zero, (B)
the
REMIC I Principal Amount for the Class LA-3-2 Uncertificated
Interest
shall be the lesser of $93,227,000 and the Class Principal Balance
of
the Class A-3 Certificates minus $939,579,000 but not less than
zero,
(C) the REMIC I Principal Amount for the Class LA-3-3
Uncertificated
Interest shall be the lesser of $101,044,000 and the Class
Principal
Balance of the Class A-3 Certificates minus $838,535,000 but not
less
than zero and (D) the REMIC I Principal Amount for the Class
LA-3-4
Uncertificated Interest shall be the lesser of $838,535,000 and
the
Class Principal Balance of the Class A-3 Certificates;
(v) with respect to the Class A-1-A Certificates, (A) the REMIC
I
Principal Amount for the Class LA-1-A-1 Uncertificated Interest
shall be
the lesser of $33,259,000 and the Class Principal Balance of the
Class
A-1-A Certificates minus $747,379,000 but not less than zero, (B)
the
REMIC I Principal Amount for the Class LA-1-A-2 Uncertificated
Interest
shall be the lesser of $27,411,000 and the Class Principal Balance
of
the Class A-1-A Certificates minus $719,968,000 but not less than
zero,
(C) the REMIC I Principal Amount for the Class LA-1-A-3
Uncertificated
Interest shall be the lesser of $29,510,000 and the Class
Principal
Balance of the Class A-1-A Certificates minus $690,458,000 but not
less
than zero, (D) the REMIC I Principal Amount for the Class
LA-1-A-4
Uncertificated Interest shall be the lesser of $28,257,000 and the
Class
Principal Balance of the Class A-1-A Certificates minus
$662,201,000 but
not less than zero, (E) the REMIC I Principal Amount for the
Class
LA-1-A-5 Uncertificated Interest shall be the lesser of $45,836,000
and
the Class Principal Balance of the Class A-1-A Certificates
minus
$616,365,000 but not less than zero, (F) the REMIC I Principal
Amount
for the Class LA-1-A-6 Uncertificated Interest shall be the lesser
of
$30,287,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $586,078,000 but not less than zero, (G) the
REMIC I
Principal Amount for the Class LA-1-A-7 Uncertificated Interest
shall be
the lesser of $143,280,000 and the Class Principal Balance of the
Class
A-1-A Certificates minus $442,798,000 but not less than zero and
(H) the
REMIC I Principal Amount for the Class LA-1-A-8 Uncertificated
Interest
shall be the lesser of $442,798,000 and the Class Principal Balance
of
the Class A-1-A Certificates;
(vi) with respect to the Class C Certificates, (A) the REMIC I
Principal Amount for the Class LC-1 Uncertificated Interest shall
be the
lesser of $34,993,000 and the Class Principal Balance of the Class
C
Certificates minus $25,028,000 but not less than zero, and (B) the
REMIC
I Principal Amount for the Class LC-2 Uncertificated Interest shall
be
the lesser of $25,028,000 and the Class Principal Balance of the
Class C
Certificates;
(vii) with respect to the Class D Certificates, (A) the REMIC I
Principal Amount for the Class LD-1 Uncertificated Interest shall
be the
lesser of $25,219,000 and the Class Principal Balance of the Class
D
Certificates minus $13,366,000 but not less than zero, and (B) the
REMIC
I Principal Amount for the Class LD-2 Uncertificated Interest shall
be
the lesser of $13,366,000 and the Class Principal Balance of the
Class D
Certificates;
(viii) with respect to the Class E Certificates, (A) the REMIC
I
Principal
Amount for the Class LE-1 Uncertificated Interest shall be the
lesser of $8,396,000 and the Class Principal Balance of the Class
E
Certificates minus $30,189,000 but not less than zero, and (B) the
REMIC
I Principal Amount for the Class LE-2 Uncertificated Interest shall
be
the lesser of $30,189,000 and the Class Principal Balance of the
Class E
Certificates; and
(ix) with respect to the Class G Certificates, (A) the REMIC I
Principal Amount for the Class LG-1 Uncertificated Interest shall
be the
lesser of $26,059,000 and the Class Principal Balance of the Class
G
Certificates minus $16,813,000 but not less than zero, and (B) the
REMIC
I Principal Amount for the Class LG-2 Uncertificated Interest shall
be
the lesser of $16,813,000 and the Class Principal Balance of the
Class G
Certificates.
"REMIC II": One of the two separate REMICs comprising the Trust
Fund, the assets of which consist of the Uncertificated REMIC I
Interests and
such amounts as shall from time to time be held in the REMIC II
Distribution
Account.
"REMIC II Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount created and maintained by
the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo
Bank, N.A. [or
the name of any successor Trustee], as Trustee, in trust for
Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-C5, REMIC II Distribution Account," and
which shall be
an Eligible Account or, subject to Section 3.04(h), a subaccount of
an Eligible
Account.
"REMIC Pool": Either REMIC I or REMIC II.
"REMIC Provisions": The provisions of the federal income tax
law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the
Code, and
related provisions, and proposed, temporary and final Treasury
regulations and
any published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property
(other than any REO Property related to the 280 Park Avenue Loan),
gross income
of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts
created
and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders and any related B Loan
Holder(s),
which shall be entitled "LNR Partners, Inc. [or the name of any
successor
Special Servicer], as Special Servicer, in trust for Wells Fargo
Bank, N.A. [or
the name of any successor Trustee], as Trustee, for Holders of
Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through
Certificates and any related B Loan Holder(s), as their interests
may appear,
Series 2006-C5 REO Account." Any such account or accounts shall be
an Eligible
Account.
"REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged Property as REO Property
(other than any
REO Property related to the 280 Park Avenue Loan) by the Special
Servicer on
behalf of the Trust Fund and/or any affected B Loan Holder.
"REO Acquisition Date": The date of the Trust Fund's
acquisition
for federal income tax purposes of any REO Property (other than any
REO Property
related to the 280 Park Avenue Loan) pursuant to Section 3.09.
"REO B Loan": Any B note component of a Trust Mortgage Loan
deemed for purposes hereof to be outstanding (but outside the
Mortgage Pool)
with respect to any REO Property in respect of a Mortgage Loan
Combination. Any
REO B Loan shall be deemed to provide for monthly payments of
principal and/or
interest equal to its Assumed Scheduled Payments and otherwise to
have the same
terms and conditions as its predecessor B Loan (such terms and
conditions to be
applied without regard to the default on such predecessor B Loan or
the subject
REO Acquisition), as the case may be. Any REO B Loan shall be
deemed to have an
initial unpaid principal balance equal to the unpaid principal
balance of its
predecessor B Loan as of the related REO Acquisition Date. All
Monthly Payments
and other amounts due and owing, or deemed to be due and owing, in
respect of
any B Loan (including Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts) as of the related REO Acquisition Date, shall be deemed to
continue to
be due and owing in respect of the related REO B Loan. In addition,
all amounts
payable or reimbursable to the Master Servicer, the Special
Servicer or the
Trustee, as applicable, in respect of any B Loan as of the related
REO
Acquisition Date, including any unpaid or unreimbursed servicing
compensation
and Servicing Advances (together with any related unpaid Advance
Interest),
shall continue to be payable or reimbursable in the same priority
and manner
pursuant to Section 3.05 and 3.11 and the related intercreditor,
co-lender or
similar agreement to the Master Servicer, the Special Servicer or
the Trustee,
as the case may be, in respect of the related REO B Loan.
"REO Disposition": The sale or other disposition of the REO
Property pursuant to Section 3.18(e).
"REO Extension": As defined in Section 3.16(a).
"REO Mortgage Loan": Any REO Trust Mortgage Loan or REO B Loan.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its
nominee) for the
benefit of the Certificateholders and, if such property relates to
a Mortgage
Loan Combination, each related B Loan Holder (as a collective
whole), through
foreclosure, acceptance of a deed in lieu of foreclosure or
otherwise in
accordance with applicable law in connection with the default or
imminent
default of a Trust Mortgage Loan. In the case of the 280 Park
Avenue Loan, the
beneficial interest of the Trust Fund in the related Mortgaged
Property if it is
acquired by the 280 Park Avenue Special Servicer, for the benefit
of the Trust
Fund.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property (in the case of
the 280 Park
Avenue Loan, to the extent of any portion of such amounts received
by the Master
Servicer or Special Servicer pursuant to the 280 Park Avenue
Intercreditor
Agreement).
"REO Tax": As defined in Section 3.17(a).
"REO Trust Mortgage Loan": The mortgage loan deemed to be
outstanding and part of the Mortgage Pool with respect to each REO
Property.
Each REO Trust Mortgage Loan shall be deemed to be outstanding for
so long as
the related REO Property remains part of the Trust Fund, and shall
be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor
and otherwise
have the same terms and conditions as its predecessor Trust
Mortgage Loan,
including, without limitation, with respect to the calculation of
the Mortgage
Rate in effect from time to time (such terms and conditions to be
applied
without regard to the default on such predecessor Trust Mortgage
Loan). Each REO
Trust Mortgage Loan shall be deemed to have an initial outstanding
principal
balance and Stated Principal Balance equal to the outstanding
principal balance
and Stated Principal Balance, respectively, of its predecessor
Trust Mortgage
Loan as of the related REO Acquisition Date. All amounts due and
owing in
respect of the predecessor Trust Mortgage Loan (including, without
limitation,
those Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts that
were repaid from principal collections on the Trust Mortgage Loans)
as of the
related REO Acquisition Date, including accrued and unpaid
interest, shall be
deemed to be due and owing in respect of an REO Trust Mortgage
Loan. All amounts
payable or reimbursable to the Master Servicer, the Special
Servicer or the
Trustee, as applicable, in respect of the predecessor Trust
Mortgage Loan as of
the related REO Acquisition Date, including any unpaid Special
Servicing Fees
and Master Servicing Fees and any unreimbursed Advances, together
with any
interest accrued and payable to the Master Servicer or the Trustee
in respect of
such Advances in accordance with Section 3.03(d) or Section
4.03(d), shall
continue to be payable or reimbursable to the Master Servicer, the
Special
Servicer or the Trustee in respect of an REO Trust Mortgage
Loan.
"Replacement Trust Mortgage Loan": Any Qualified Substitute
Trust
Mortgage Loan that is substituted by a Mortgage Loan Seller or, in
the case of a
Column Trust Mortgage Loan, the Column Performance Guarantor for a
Defective
Trust Mortgage Loan as contemplated by Section 2.03.
"Reportable Event": As defined in Section 11.09.
"Reporting Servicer": The Master Servicer, the Special
Servicer,
the Trustee and any Servicing Function Participant, as the case may
be.
"Request for Release": A request signed by a Servicing Officer
of, as applicable, the Master Servicer in the form of Exhibit D-1
attached
hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Requesting Subordinate Certificateholder": The Holder of any
of
the Class K, Class L, Class M, Class N, Class O, Class P or Class
Q
Certificates, that delivers notice to the Trustee, the Master
Servicer and the
Special Servicer indicating that such Holder is a "Requesting
Subordinate
Certificateholder."
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, corporate
trust officer
or assistant corporate trust officer of the Trustee having direct
responsibility
for the administration of this Agreement, and with respect to any
successor
Trustee, any officer or assistant officer in the corporate trust
department of
the Trustee or any other officer of the Trustee customarily
performing functions
similar to those performed by any of the above designated officers
to whom a
particular matter is referred by the Trustee because of such
officer's knowledge
of and familiarity with the particular subject.
"Restricted Master Servicer Reports": Collectively, to the
extent
not filed with the Commission, the CMSA Servicer Watch List, the
CMSA Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA
Financial
File and the CMSA Comparative Financial Status Report.
"Revised Rate": With respect to any ARD Mortgage Loan, the
increased interest rate after the related Anticipated Repayment
Date (in the
absence of a default) for such ARD Mortgage Loan, as calculated and
as set forth
in the related Mortgage Loan Documents.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global
Certificate, or multiple
global Certificates collectively, registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP
number and
does not bear a Regulation S Legend.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., and its successors in interest. If
neither such
rating agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the other parties hereto, and specific ratings of
Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated; provided, however, that if such designated party has
not then
assigned a rating to a depository institution, insurer or any other
Person or
item, then any failure to satisfy a requirement under this
Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of
Default or
breach of the Servicing Standard solely as a result of such
failure. References
herein to "applicable rating category" (other than such references
to "highest
applicable rating category") shall, in the case of S&P, be
deemed to refer to
such applicable rating category of S&P, without regard to any
plus or minus or
other comparable rating qualification.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder
(including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section 11.08.
"Securities Act": The Securities Act of 1933, as amended and
the
rules and regulations thereunder.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in
the related
Mortgage or executed separately, creating in favor of the holder of
such
Mortgage a security interest in the personal property constituting
security for
repayment of such Mortgage Loan.
"Senior Certificates": Collectively, the Class A-P&I
Certificates
and the Interest Only Certificates.
"Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Balance of
the Class
A-P&I Certificates outstanding immediately prior thereto equals
or exceeds the
sum of (a) the aggregate Stated Principal Balance of the Mortgage
Pool that will
be outstanding immediately following such Distribution Date, plus
(b) the lesser
of (i) the Total Principal Distribution Amount for such
Distribution Date and
(ii) the portion of the Available Distribution Amount for such
Distribution Date
that will remain after all distributions of interest to be made on
the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a)
have been so
made.
"Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-AB, Class A-3, Class A-1-A, Class A-M, Class A-MFL, Class
A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class O, Class P or Class Q Certificates.
"Series 2006-C4 Pooling and Servicing Agreement": The Pooling
and
Servicing Agreement, dated as of September 1, 2006, among Credit
Suisse First
Boston Mortgage Securities Corp., as depositor, Wells Fargo Bank,
N.A., as
trustee, LaSalle Bank National Association, as certificate
administrator and
paying agent, KeyCorp Real Estate Capital Markets, Inc., as master
servicer,
NCB, FSB, as master servicer, LNR Partners, Inc., as special
servicer, and
National Consumer Cooperative Bank, as special servicer, relating
to the Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 2006-C4 Certificates, as such agreement may
from time to
time be modified, amended, supplemented or restated.
"Series 2006-C4 Master Servicer": The master servicer under the
Series 2006-C4 Pooling and Servicing Agreement.
"Series 2006-C4 Special Servicer": The special servicer under
the
Series 2006-C4 Pooling and Servicing Agreement.
"Series 2006-C4 Trust": The trust created under the Series
2006-C4 Pooling and Servicing Agreement.
"Series 2006-C5 Directing Certificateholder": The particular
Holder (or, in the case of a Class of Book-Entry Certificates, the
particular
Certificate Owner) of Certificates of the Controlling Class
selected by the
Holders (or, in the case of a Class of Book-Entry Certificates, the
Certificate
Owners) of Certificates (or its designee) representing more than
50% of the
Percentage Interests in the Controlling Class (which selection
shall be
evidenced by notice delivered by the Series 2006-C5 Directing
Certificateholder
to the parties hereto and the prior Series 2006-C5 Directing
Certificateholder,
if any); provided, however, that until a Series 2006-C5
Directing
Certificateholder is so selected or after receipt of a notice from
the Holders
(or, in the case of a Class of Book-Entry Certificates, the
Certificate Owners)
of Certificates representing more than 50% of the Percentage
Interests in the
Controlling Class that a Series 2006-C5 Directing Certificateholder
is no longer
designated, the particular Certificateholder (or, in the case of a
Class of
Book-Entry Certificates, the particular Certificate Owner) that
beneficially
owns Certificates of the Controlling Class that represents the
largest aggregate
Percentage Interest in the Controlling Class shall be the Series
2006-C5
Directing Certificateholder. The initial Series 2006-C5
Directing
Certificateholder will be LNR Securities Holdings, LLC. No
appointment of any
Person as a Series 2006-C5 Directing Certificateholder shall be
effective until
such Person provides the Trustee, the Master Servicer and the
Special Servicer
with written confirmation of its acceptance of such appointment, an
address and
telecopy number for the delivery of notices and other
correspondence and a list
of officers or employees of such Person with whom the parties to
this Agreement
may deal (including their names, titles, work addresses and
telecopy numbers).
If no Person is appointed as Series 2006-C5 Directing
Certificateholder, the
Master Servicer, the Special Servicer and the Trustee shall not be
required to
recognize the particular Certificateholder (or, in the case of a
Class of
Book-Entry Certificates, the particular Certificate Owner) that
beneficially
owns Certificates of the Controlling Class that represent the
largest aggregate
Percentage Interest in the Controlling Class as the Series 2006-C5
Directing
Certificateholder until such Certificateholder or Certificate
Owner, as the case
may be, provides an address and telecopy number for the delivery of
notices and
other correspondence and a list of officers or employees of such
Person with
whom the parties to this Agreement may deal (including their names,
titles, work
addresses and telecopy numbers). With respect to the 280 Park
Avenue Loan, only
at such time when the Trust or the Series 2006-C5 Directing
Certificateholder is
part of a 280 Park Avenue Control Group, shall it be entitled to
direct the 280
Park Avenue Master Servicer and 280 Park Avenue Special Servicer on
various
servicing matters with respect to the 280 Park Avenue Whole Loan
under the 280
Park Avenue Servicing Agreement and terminate the 280 Park Avenue
Special
Servicer.
"Serviced Loan": Any Trust Mortgage Loan other than the 280
Park
Avenue Loan.
"Serviced Loan Combinations": With respect to each CBA Mortgage
Loan Combination relating to a CBA A/B Mortgage Loan, upon a
"Material Default"
under the related CBA A/B Intercreditor Agreement, such CBA
Mortgage Loan
Combination.
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Trust Mortgage Loans or any other
assets of the
Trust by an entity that meets the definition of "servicer' set
forth in Item
1101 of Regulation AB and is subject to the disclosure requirements
set forth in
1108 of Regulation AB. For clarification purposes, any
uncapitalized occurrence
of this term shall have the meaning commonly understood by
participants in the
commercial mortgage-backed securitization market.
"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and
expenses and
fees of real estate brokers, paid or to be paid, as the context
requires, out of
its own funds, by the Master Servicer or the Special Servicer (or,
if
applicable, the Trustee) in connection with the servicing of a
Mortgage Loan as
to which a default, delinquency or other unanticipated event has
occurred or is
reasonably foreseeable, or in connection with the administration of
any REO
Property, including (1) any such costs and expenses associated with
(a)
compliance with the obligations of the Master Servicer and/or the
Special
Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the
preservation,
insurance, restoration, protection and management of a Mortgaged
Property,
including the cost of any "force placed" insurance policy purchased
by the
Master Servicer or the Special Servicer to the extent such cost is
allocable to
a particular Mortgaged Property that the Master Servicer or the
Special Servicer
is required to cause to be insured pursuant to Section 3.07, (c)
obtaining any
Insurance and Condemnation Proceeds or Liquidation Proceeds in
respect of any
such Mortgage Loan or any REO Property, (d) any enforcement or
judicial
proceedings with respect to any such Mortgage Loan, including
foreclosures and
similar proceedings, (e) the operation, leasing, management,
maintenance and
liquidation of any REO Property, (f) obtaining any Appraisal or
environmental
report required to be obtained hereunder, and (g) UCC filings (to
the extent
that the costs thereof are not reimbursed by the related Borrower),
(2) the
reasonable and direct out-of-pocket travel expenses incurred by the
Special
Servicer in connection with performing inspections pursuant to
Section 3.19, and
(3) any other expenditure which is expressly designated as a
Servicing Advance
herein; provided that, notwithstanding anything to the contrary,
"Servicing
Advances" shall not include (A) allocable overhead of the Master
Servicer or the
Special Servicer, such as costs for office space, office equipment,
supplies and
related expenses, employee salaries and related expenses and
similar internal
costs and expenses, (B) costs incurred by either such party or any
Affiliate
thereof in connection with its purchase of any Mortgage Loan or REO
Property
pursuant to or as contemplated by any provision of this Agreement
or (C) costs
or expenses expressly required under this Agreement to be borne by
the Master
Servicer or the Special Servicer without reimbursement from the
Trust. In no
event shall the Master Servicer or the Special Servicer be required
to make any
Servicing Advance that such Person determines, in accordance with
the Servicing
Standard, would, if made, be a Nonrecoverable Servicing
Advance.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to
time.
"Servicing File": Any documents, certificates, opinions and
reports (other than documents required to be part of the related
Mortgage File)
delivered by the related Borrower, or otherwise in the possession
of the Master
Servicer in connection with, or relating to the origination and
servicing of any
Mortgage Loan or which are reasonably required for the ongoing
administration of
the Mortgage Loan, including appraisals, surveys, engineering
reports,
environmental reports, financial statements, leases, rent rolls and
tenant
estoppels, but excluding drafts of Mortgage Loan Documents,
attorney-client
communications which are privileged or constitute legal or other
due diligence
analyses and documents prepared by the applicable Mortgage Loan
Seller or any of
its Affiliates solely for internal communication, credit
underwriting or due
diligence analyses or related data (as distinguished from the
underwriting
information contained in the underwriting memorandum or asset
summary report
prepared by the applicable Mortgage Loan Seller in connection with
the
preparation of Exhibit A-1 to the Prospectus Supplement), together
with copies
of documents required to be part of the related Mortgage File.
"Servicing Function Participant": Any Person, other than the
Master Servicer, the Special Servicer and the Trustee, that is,
within the
meaning of Item 1122 of Regulation AB, performing activities that
address the
Servicing Criteria, unless such Person's activities relate only to
5% or less of
the Trust Mortgage Loans (calculated by Stated Principal
Balance).
"Servicing Officer": Any officer and/or employee of the Master
Servicer or the Special Servicer involved in, or responsible for,
the
administration and servicing of the Mortgage Loans, whose name and
specimen
signature appear on a list of servicing officers furnished by the
Master
Servicer to the Trustee and the Depositor on the Closing Date as
such list may
be amended from time to time thereafter.
"Servicing Standard": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Serviced Loan
or
related B Loan, the occurrence of any of the following events:
(i) in the case of a Balloon Mortgage Loan, a payment
default shall have occurred on such Mortgage Loan at its
Maturity
Date; or
(ii) any Monthly Payment (other than a Balloon Payment) on
such Mortgage Loan or any scheduled payment on any related B
Loan
is 60 days or more delinquent; or
(iii) the Master Servicer or the Special Servicer
reasonably determines that a payment default or material
non-monetary default with respect to such Mortgage Loan has
occurred or is imminent, in each case, and is not likely to be
cured by the related Borrower within 60 days (or in the case of
a
payment default or imminent payment default described in (i) or
(ii) above, for the time period described therein) (provided
that
any such determination by the Special Servicer that a payment
default or other non-monetary default is imminent shall not be
the basis for a Servicing Transfer Event unless the Series
2006-C5 Directing Certificateholder concurs); or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary
case under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator
or
receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs is entered
against the related Borrower; provided that if such decree or
order is discharged or stayed within 60 days of being entered,
such Mortgage Loan shall not be a Specially Serviced Mortgage
Loan (and no Special Servicing Fees, Workout Fees or
Liquidation
Fees will be
payable with respect thereto); or
(v) the related Borrower shall file for or consent to the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to such
Borrower or of or relating to all or substantially all of its
property; or
(vi) the related Borrower shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of
its
creditors, or voluntarily suspend payment of its obligations;
or
(vii) the Master Servicer or the Special Servicer has
received notice of the foreclosure or proposed foreclosure of
any
lien on the related Mortgaged Property; or
(viii) any other default (exclusive of an Acceptable
Insurance Default) that, in the reasonable judgment of the
Master
Servicer or the Special Servicer, has materially and adversely
affected the value of such Mortgage Loan has occurred and has
continued unremedied for 60 days (irrespective of any
applicable
grace period specified in the related Mortgage Loan Documents).
A Servicing Transfer Event for any Mortgage Loan in a Mortgage Loan
Combination
shall constitute a Servicing Transfer Event for all Mortgage Loans
in such
Mortgage Loan Combination until all such Mortgage Loans become
Corrected
Mortgage Loans.
A Servicing Transfer Event with respect to any Mortgage Loan shall
cease to
exist:
(w) in the case of the circumstances described in clauses (i)
and
(ii) above, if and when the related Borrower has made three
consecutive full and
timely Monthly Payments under the terms of such Mortgage Loan (as
such terms may
be changed or modified in connection with a bankruptcy or similar
proceeding
involving the related Borrower or by reason of a modification,
waiver or
amendment granted or agreed to by the Master Servicer or the
Special Servicer
pursuant to Section 3.20);
(x) in the case of the circumstances described in clauses
(iii),
(iv), (v) and (vi) above, if and when such circumstances cease to
exist in the
reasonable judgment of the Special Servicer;
(y) in the case of the circumstances described in clause (vii)
above, if any, when the proceedings are terminated; and
(z) in the case of the circumstances described in clause (viii)
above, if and when such default is cured in the reasonable judgment
of the
Special Servicer.
For the avoidance of doubt, the 280 Park Avenue loan shall be
specially serviced under the Series 2006-C4 Pooling and Servicing
Agreement, and
the determination of whether a Servicing Transfer Event has
occurred shall be
made by the Series 2006-C4 Special Servicer under and in accordance
with the
Series 2006-C4 Pooling and Servicing Agreement.
"Significant Trust Mortgage Loan": At any time, (a) any Trust
Mortgage Loan (i) whose principal balance is $20,000,000 or more at
such time or
(ii) that is (x) a Trust Mortgage Loan, (y) part of a group of
Crossed Trust
Mortgage Loans or (z) part of a group of Trust Mortgage Loans made
to affiliated
Borrowers that, in each case, in the aggregate, represents 5% or
more of the
aggregate outstanding principal balance of the Mortgage Pool at
such time or (b)
any one of the ten largest Trust Mortgage Loans (which for the
purposes of this
definition shall include groups of Crossed Trust Mortgage Loans and
groups of
Trust Mortgage Loans made to affiliated Borrowers) by outstanding
principal
balance at such time.
"Similar Law": Any federal, state or local law materially
similar
to the provisions of Title I of ERISA or Section 4975 of the
Code.
"Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such
exceptions as may
be approved by the Master Servicer or the Special Servicer in their
respective
discretion, in each case in accordance with the Servicing Standard)
that it is
formed solely for the purpose of owning and pledging Defeasance
Collateral
relating to one or more Defeasance Mortgage Loans; shall not engage
in any
business unrelated to such Defeasance Collateral; shall not have
any assets
other than those related to its interest in the Defeasance
Collateral and may
not incur any indebtedness other than as required to assume the
defeased
obligations under the related Note or Notes that have been
defeased; shall
maintain its own books, records and accounts, in each case which
are separate
and apart from the books, records and accounts of any other Person;
shall hold
regular meetings, as appropriate, to conduct its business, and
shall observe all
entity level formalities and record-keeping; shall conduct business
in its own
name and use separate stationery, invoices and checks; may not
guarantee or
assume the debts or obligations of any other Person; shall not
commingle its
assets or funds with those of any other Person; shall pay its
obligations and
expenses and the salaries of its own employees from its own funds
and allocate
and charge reasonably and fairly any common employees or overhead
shared with
Affiliates; shall prepare separate tax returns and financial
statements or, if
part of a consolidated group, shall be shown as a separate member
of such group;
shall transact business with Affiliates on an arm's-length basis
pursuant to
written agreements; shall hold itself out as being a legal entity,
separate and
apart from any other Person; if such entity is a limited
partnership, shall have
as its only general partners, general partners which are
Single-Purpose Entities
which are corporations; if such entity is a corporation, at all
relevant times,
has and will have at least one Independent Director; the board of
directors of
such entity shall not take any action requiring the unanimous
affirmative vote
of 100% of the members of the board of directors unless all of the
directors,
including without limitation all Independent Directors, shall have
participated
in such vote; shall not fail to correct any known misunderstanding
regarding the
separate identity of such entity; if such entity is a limited
liability company,
shall have at least one member that is a Single-Purpose Entity
which is a
corporation, and such corporation shall be the managing member of
such limited
liability company; shall hold its assets in its own name; except
for the pledge
of such Defeasance Collateral, shall not pledge its assets for the
benefit of
any other person or entity; shall not make loans or advances to any
person or
entity; shall not identify its partners, members or shareholders,
or any
affiliates of any of them as a division or part of it; if such
entity is a
limited liability company, such entity shall dissolve only upon the
bankruptcy
of the managing member, and such entity's articles of organization,
certificate
of formation and/or operating agreement, as applicable, shall
contain such
provision; if such entity is a limited liability company or limited
partnership,
and such entity has one or more managing members or general
partners, as
applicable, then such entity shall continue (and not dissolve) for
so long as a
solvent managing member or general partner, as applicable, exists
and such
entity's organizational documents shall contain such provision. The
SPE's
organizational documents shall further prohibit any dissolution and
winding up
and provide that any insolvency filing for such entity requires the
unanimous
consent of all partners, directors (including without limitation
all Independent
Directors) or members, as applicable, and that such documents may
not be amended
with respect to the Single-Purpose Entity requirements so long as
any portion of
the related Mortgage Loan is outstanding.
"Special Servicer": LNR Partners, Inc., in its capacity as
special servicer with respect to the Mortgage Loans, any related B
Loans and any
related REO Properties hereunder, or any successor special servicer
appointed as
provided herein with respect to the Mortgage Loans, any related B
Loans and any
related REO Properties.
"Special Servi
